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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FORM 10-K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182021
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM 
For the transition period from            to          TO
Commission File Numberfile number: 1-10989
VENTAS, INC.Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
61-1055020
(State or Other Jurisdiction of
Incorporation or Organization)
61-1055020
(IRSI.R.S. Employer
Identification No.)
353 N. Clark Street, Suite 3300
353 N. Clark Street, Suite 3300, Chicago, Illinois
60654
(Address of Principal Executive Offices)
60654
(Zip Code)
(877) 483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Trading SymbolTitle of Each ClassName of Each Exchange on Which Registered
VTRCommon Stock, $0.25 par value $0.25 per shareNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes xYes    No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨No x
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 xYes    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 x    No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange ActAct.
Large accelerated filerx
Accelerated filer¨
¨
Non-accelerated filer
¨
Smaller reporting company ¨
Emerging growth company  ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨☐    No x
The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2018,2021, based on a closing price of the common stock of $56.95$57.10 as reported on the New York Stock Exchange, was $20.0$18.0 billion. 
As of February 5, 2019,15, 2022, there were 356,647,224399,496,132 shares of the registrant’s common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be held on May 14, 2019 are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange commission within 120 days of the registrant’s fiscal year ended December 31, 2021.





CAUTIONARY STATEMENTS

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

Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). AllThese 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 our tenants’, operators’, borrowers’ or managers’ expected future financial condition, resultsexpectation as identified by the use of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations, and statements that include words such as “anticipate,“may,“if,“will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “expect,” “intend,” “may,” “could,” “should,“would,“will,”“should” and other similar expressions are forward-looking statements. Thesecomparable and derivative terms or the negatives thereof. The forward-looking statements are inherently uncertain,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 mayto differ materially from our expectations. those expressed or implied by the forward-looking statements.We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below under “Summary Risk Factors” and in “Item 1A, Risk Factors” in this report.

Summary Risk Factors

Our actual future resultsbusiness is subject to significant risks and trends may differ materially from expectations depending on a varietyuncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors, but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors discussed in our filingsthe section titled “Risk Factors” in Part I, Item 1A of this Annual Report, together with the Securities and Exchange Commission (the “SEC”). These factors include without limitation:

The ability and willingness of our tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with us, including,information in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;

The ability of our tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness;

Our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments;

Macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates;

The nature and extent of future competition, including new construction in the markets in which our seniors housing communities and office buildings are located;

The extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;

Increases in our borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of London Inter-bank Offered Rate (“LIBOR”) after 2021;

The ability of our tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients;

Changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete, and the effect of those changes on our revenues, earnings and funding sources;

Our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due;

Our ability and willingness to maintain our qualification as a REIT in light of economic, market, legal, tax and other considerations;


i


Final determination of our taxable net income for the year ended December 31, 2018 and for the year ending December 31, 2019;

The ability and willingness of our tenants to renew their leases with us upon expirationthis Annual Report. If any of the leases,following risks, or any other risks and uncertainties that are not addressed below or elsewhere in this Annual Report or that we have not yet identified, actually occur, our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant;

Risks associated with our senior living operating portfolio, such as factors that can cause volatility in our operating income and earnings generated by those properties, including without limitation national and regional economic conditions, development of new competing properties, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties;

Changes in exchange rates for any foreign currency in which we may, from time to time, conduct business;

Year-over-year changes in the Consumer Price Index (“CPI”) or the U.K. Retail Price Index and the effect of those changes on the rent escalators contained in our leases and on our earnings;

Our ability and the ability of our tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;

The impact of damage to our properties from catastrophic weather and other natural events and the physical effects of climate change; 

The impact of increased operating costs and uninsured professional liability claims on our liquidity,business, financial condition and results of operations could be materially adversely affected and the value of our securities could decline.

Risks Related to COVID-19 Pandemic

The ongoing COVID-19 pandemic and its extended consequences have had and may continue to have a material adverse effect on our business; and
There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures.

Risks Related to Our Business Operations and Strategy

Macroeconomic trends including rising labor costs and historically low unemployment, increases in inflation and rising interest rates may adversely affect our business;
Macroeconomic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results;
Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely impact our business;
Third parties must operate our non-Office assets, limiting our control and influence over operations and results;
Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs;
A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers; if our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, it could adversely affect our business;
We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, operators, borrowers and managers and our ability and the abilityor borrowers;
If we need to replace any of our tenants operators, borrowersor managers, we may be unable to do so on as favorable terms, if at all, and managerswe could be subject to accurately estimatedelays, limitations and expenses;
i


If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the magnitudevalue of those claims;

Risks associated with our office building portfolio and operations, includingany collateral, which could adversely affect our ability to recover our investment;
We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally;
To the extent that we or our tenants, managers and borrowers are unable to navigate successfully design, developthe trends impacting our or their businesses and manage office buildings and to retain key personnel;the industries in which we or they operate, we may be adversely affected;

The ability of the hospitals on or near whosethe campuses where our medical office buildings (“MOBs”) are located and their affiliated health systems tomay not remain competitive or financially viable;
Our life science, research and financially viableinnovation tenants face unique levels of expense and to attract physiciansuncertainty;
Increased construction and physician groups;

Risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our joint venture partners’ financial condition;

Our ability to obtain the financial results expected from our development and redevelopment projects, including projects undertaken through our joint ventures;

The impact of market or issuer events on the liquidity or value of our investments in marketable securities;

Consolidation in the seniors housingmarkets in which our properties are located could adversely affect our future occupancy rates, operating margins and healthcareprofitability;
Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, operators, borrowers or managers or borrowers could adversely affect our business;
Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities;
Our investments and acquisitions may be unsuccessful or fail to meet our expectations;
Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks and liabilities that we would not otherwise face;
Damage to our reputation could adversely affect our business, financial condition or result of operations;
Development, redevelopment and construction risks could affect our profitability;
We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects; and
Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in losses.

Our Capital Structure Risks

Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business;
We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective;
We have a significant changesamount of outstanding indebtedness and may incur additional indebtedness in the senior managementfuture;
We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy;
We may be adversely affected by fluctuations in currency exchange rates;
The phasing out of LIBOR may affect our tenants, operators, borrowers or managers;financial results; and

Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility, and a covenant breach could adversely affect our operations.
The impact of litigation or any financial, accounting,
Our Legal, Compliance and Regulatory Risks

Significant legal or regulatory issues that may affectproceedings could subject us or our tenants operators,or managers to increased operating costs and substantial uninsured liabilities;
We and our tenants, borrowers and managers may be adversely affected by regulation and enforcement;
Our investments may expose us to unknown liabilities; and
Our business could be harmed by liabilities or managers;damages from environmental problems, cyber incidents, insufficiencies in insurance coverages or a failure to maintain effective internal controls.

Our REIT Status Risks

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

Changes in accounting principles, or their application or interpretation,We are subject to certain limitations and requirements as a result of our status as a REIT, which may affect our ability to make estimates and impose limitations on the assumptions underlying the estimates, whichoperation of our business and subject us to significant risk if we are not able to comply; and
Other REIT-related restrictions and requirements may limit our transactions or operations or could have an effecta negative impact on us or our earnings.business.

Many of these factors, some of which are described in greater detail under “Risk Factors” in Part I, Item 1A of this
ii


Note Regarding Third-Party Information

This Annual Report on Form 10-K, are beyond our control and the control of our management.


ii


Brookdale Senior Living, Kindred, Atria, Sunrise, Ardent and ESL Information

Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”) is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financialincludes information and quarterly reports containing unaudited financial information. Kindred Healthcare, LLC (formerly Kindred Healthcare, Inc., together with its subsidiaries, “Kindred”) is not currently subject to the reporting requirements of the SEC, but was subject to such reporting requirements prior to the closing of its acquisition by a consortium of TPG Capital (“TPG”), Welsh, Carson, Anderson & Stowe (“WCAS”) and Humana, Inc. in July 2018. The information related to Brookdale Senior Living and Kindred contained or referred to in this Annual Report on Form 10-Kthat has been derived from SEC filings madethat has been provided to us by Brookdale Senior Livingour tenants and managers or Kindred, as the case may be,been derived from SEC filings or other publicly available information or was provided to us by Brookdale Senior Living or Kindred,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 this information through an independent investigation or otherwise. We have no reason to believe that thisthe assumptions on which such information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found on the SEC’s website at www.sec.gov.based.

Atria Senior Living, Inc. (“Atria”), Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”), Kindred and Eclipse Senior Living (“ESL”) are not currently subject to the reporting requirements of the SEC. The information related to Atria, Sunrise, Ardent, Kindred and ESL contained or referred to in this Annual Report on Form 10-K has been derived from publicly available information or was provided to us by Atria, Sunrise, Ardent, Kindred or ESL, as the case may be, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.

iii



TABLE OF CONTENTS

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.


iv



PART I

ITEM 1.    Business

BUSINESS

Overview

Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) withoperating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of seniorssenior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare propertiesfacilities, which we generally refer to as “healthcare real estate”, located throughout the United States, Canada, and the United Kingdom. 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 seniors housing communities, medical office buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), health systems and skilled nursing facilities (“SNFs”), and we had 19 properties under development, including five properties that are owned by unconsolidated real estate entities.. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois. Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.


We primarily invest in seniorsa diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations. See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information,” included in Part II, Item 8 of this Annual Report on Form 10-K (the “Annual Report”). Our senior housing research and innovation and healthcarecommunities are either subject to triple-net leases, in which case they are included in our triple-net leased properties through acquisitions and lease our properties to unaffiliated tenantsreportable business segment, or operate them throughoperated by independent third-party managers. managers, in which case they are included in our senior living operations reportable business segment.

As of December 31, 2018,2021, we leased a total of 442332 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under “triple-net”triple-net or “absolute-net”absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.

As of December 31, 2018, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”), Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and Eclipse Senior Living (“ESL”), to manage 359 seniors housing communities for us.

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 (formerly Kindred Healthcare, Inc., together(together with its subsidiaries, “Kindred”), leased from us 129121 properties, (excluding two properties managed by Brookdale Senior Living pursuant to a long-term management agreement), 1112 properties and 3231 properties, respectively, as of December 31, 2018.2021.


As of December 31, 2021, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (unless otherwise indicated, together with its subsidiaries, “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 554 senior housing communities in our senior living operations reportable business segment for us.

Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and non-mortgage loans and other investments relating to seniorssenior housing and healthcare operators or properties.


We operate through three reportableDuring fiscal 2020 and continuing into fiscal 2021, our business segments: triple-net leased properties, senior living operationshas been and office operations.is expected to continue to be impacted by both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences. See our Consolidated“Risk Factors” in Part I, Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Consolidated Financial Statements and the related notes including “NOTE 2—ACCOUNTING POLICIES” and “NOTE 19—SEGMENT INFORMATION,”thereto” included in Part II, Item 8, in each case, of this Annual Report on Form 10-K.Report.

Business Strategy

We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of:of (1) generating reliable and growing cash flows;flows, (2) maintaining a balanced, diversified portfolio of high-quality assets;assets and (3) preserving our financial strength, flexibility and liquidity.

1


Generating Reliable and Growing Cash Flows

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


Maintaining a Balanced, Diversified Portfolio of High-Quality Assets

We believe that maintaining a balanced portfolio of high-quality assets diversified by investment type, geographic location, asset type, tenant/tenant or operator, revenue source and operating model diminishes the risk that any single factor or event could materially harm our business. Portfolio diversification also enhances the reliability of our cash flows by reducing our exposure to any particular asset class or market, or individual tenant, operatorborrower or manager and making us less susceptible to single-statecertain risks, including risks related to regulatory or reimbursement changes, regional climate events and local economic downturns.downturns or global health events.

Preserving Our Financial Strength, Flexibility and Liquidity

A strong, flexible balance sheet and excellent liquidity position us favorably to capitalize on strategic growth opportunities in the seniorssenior housing and healthcare industries through acquisitions, investments and development and redevelopment projects. We maintain our financial strength to pursue profitable investment opportunities by actively managing our leverage, improving our cost of capital and preserving our access to multiple sources of capital and liquidity, including unsecured bank debt, mortgage financings, public and publicprivate debt and equity markets.

2018 Highlights and Other Recent Developments

Investments and Dispositions

During the year ended December 31, 2018, we received aggregate proceeds of $862.9 million for the full repayment of the principal balances of 14 loans receivable with a weighted average interest rate of 9.1% that were due to mature between 2018 and 2033, which resulted in total gains of $27.8 million.

Included in the repayments above is $713 million that we received in June 2018 for the full repayment of the principal balance of a $700 million term loan and $13 million then outstanding on a revolving line of credit we made to a subsidiary of Ardent. We also received a $14 million cash pre-payment fee and accelerated recognition of the unamortized portion ($13.2 million) of a previously received cash “upfront” fee for the loans, resulting in income of $27.2 million.

In June 2018, we made a $200 million investment in senior unsecured notes issued by a subsidiary of Ardent at a price of 98.6% of par value. The notes have an effective interest rate of 10.0% and mature in 2026.

During 2018, we sold 23 properties and two vacant land parcels for aggregate consideration of $348.6 million and recognized a gain on the sales of real estate assets of $46.2 million.    

During the year ended December 31, 2018, we acquired six properties for an aggregate purchase price of $311.3 million.

Liquidity and Capital

During 2018, we repaid or redeemed $2.0 billion of aggregate principal then outstanding with a weighted average rate of 3.56% senior notes due between 2018 and 2021 and recognized a loss on extinguishment of debt of $48.6 million.

During 2018, we issued a total of $1.4 billion of senior notes with weighted average interest rate of 4.2% with maturities between 2028 and 2029.

In July 2018, we entered into a new $900.0 million unsecured term loan facility priced at LIBOR plus 0.90%. The new term loan facility is comprised of a $300.0 million term loan that matures in 2023 and a $600.0 million term loan that matures in 2024.  This unsecured term loan facility replaced and repaid in full our $900.0 million unsecured term loan due 2020 priced at LIBOR plus 0.975%.

In January 2019, we redeemed $258.8 million aggregate principal amount then outstanding of our 5.45% senior notes due 2043 at a public offering price at par, plus accrued and unpaid interest to the redemption date.

In January 2019, Ventas Realty established an unsecured commercial paper note program initially rated A2/P2/F2 with an available maximum aggregate amount outstanding at any time of $1 billion.


Portfolio

In January 2018, we transitioned the management of 76 private pay seniors housing communities to ESL. These assets, substantially all of which were previously leased by Elmcroft Senior Living (“Elmcroft”) under triple-net leases, are now operated by ESL under a management contract with us and are included in the senior living operations reportable business segment. We also acquired a 34% ownership interest in ESL with customary rights and protections. ESL management owns the 66% controlling interest.

In April 2018, we entered into various agreements with Brookdale Senior Living that provide for, among other things: (a) a consolidation of substantially all of our multiple lease agreements with Brookdale Senior Living into one guaranteed master lease (the “Master Lease”); (b) extension of the term for substantially all of our Brookdale Senior Living leased properties until at least December 31, 2025; and (c) a modification of the annual cash rent for the Brookdale Senior Living leased properties. In connection with these agreements, we recognized a net non-cash expense of $21.3 million for the acceleration of straight-line rent receivables, net unamortized market lease intangibles and deferred revenues, which is included in triple-net leased rental income in our Consolidated Statements of Income. We also received a fee of $2.5 million that is being amortized over the new lease term. The agreements also contemplate the sale of certain properties under the Master Lease. However, we cannot provide any assurance that we will be able to successfully complete the sales on a timely basis or at all.

Portfolio Summary

The following table summarizes our consolidated portfolio of properties and other investments, including construction in progress, as of and for the year ended December 31, 2018:2021 (dollars in thousands):
Real Estate Property InvestmentsRevenues
Asset Type
Properties (1)
Units/
Sq. Ft./ Beds (2)
Real Estate Property Investment, at CostPercent of
Total Real Estate Property Investments
Real Estate
Property
Investment Per Unit/Bed/Sq. Ft.
RevenuePercent of Total Revenues
Senior housing communities810 81,922 $20,282,29167.9 %$247.6 $2,604,39668.0 %
MOBs (3)
309 17,559,733 5,196,016 17.4 0.3 583,606 15.2 
Research and innovation centers31 5,451,703 1,988,685 6.7 0.4 220,962 5.8 
Inpatient rehabilitation facilities (IRFs) and long-term acute care facilities (LTACs)36 3,091 467,427 1.6 151.2 181,040 4.7 
Health systems13 2,064 1,519,645 5.1 736.3 125,842 3.3 
Skilled nursing facilities (SNFs)16 1,732 193,808 0.6 111.9 22,369 0.6 
Development properties and other10 201,745 0.7 
Total real estate investments, at cost1,225 $29,849,617 100.0 %
Income from loans and investments74,981 2.0 
Interest and other income   14,810 0.4 
Revenues related to assets classified as held for sale40.0 
Total revenues   $3,828,007 100.0 %
      Real Estate Property Investments Revenues
Asset Type 
# of
Properties (1)
 
# of Units/
Sq. Ft./ Beds(2)
 Real Estate Property Investment, at Cost 
Percent of
Total Real Estate Property Investments
 
Real Estate
Property
Investment Per Unit/Bed/Sq. Ft.
 Revenue Percent of Total Revenues
  (Dollars in thousands)
Seniors housing communities 730
 65,144
 $16,595,631 62.6% $254.8
 $2,513,400 67.2%
MOBs(3)
 355
 19,740,563
 5,372,530
 20.3
 0.3
 582,145
 15.5
Research and innovation centers 32
 5,937,163
 2,109,334
 8.0
 0.4
 207,283
 5.5
IRFs and LTACs 37
 3,124
 459,027
 1.7
 146.9
 157,855
 4.2
Health systems 12
 2,064
 1,508,460
 5.7
 730.8
 113,476
 3.0
SNFs 17
 1,882
 204,488
 0.8
 108.7
 21,919
 0.6
Development properties and other 14
   227,468
 0.9
      
Total real estate investments, at cost 1,197
   $26,476,938
 100.0%   

 

Income from loans and investments           124,218
 3.3
Interest and other income  
  
   

  
 24,892
 0.7
Revenues related to assets classified as held for sale 1
         622
 0.0
Total revenues  
  
 

 

  
 $3,745,810
 100.0%


(1)
As of December 31, 2018, we also owned four seniors housing communities and one MOB through investments in unconsolidated entities. Our consolidated properties were located in 45 states, the District of Columbia, seven Canadian provinces and the United Kingdom and were operated or managed by 89 unaffiliated healthcare operating companies.
(2)
Seniors housing communities are generally measured in units; MOBs and research and innovation centers are measured by square footage; and IRFs and LTACs, health systems and SNFs are generally measured by licensed bed count.
(3)
As of December 31, 2018, we leased 68 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 277 of our consolidated MOBs and 10 of our consolidated MOBs were managed by six unaffiliated managers. Through Lillibridge and PMBRES, we also provided management and leasing services for 83 MOBs owned by third parties as of December 31, 2018.


Seniors Housing and Healthcare Properties

As of December 31, 2018,2021, we also owned a totalnine senior housing communities, 12 life science, research and innovation centers and two MOBs through investments in unconsolidated real estate entities. Our consolidated properties were located in 47 states, the District of 1,189 seniorsColumbia, seven Canadian provinces and the United Kingdom and were operated or managed by 85 unaffiliated healthcare operating companies.
(2)Senior housing communities are generally measured in units; MOBs and healthcare properties (including properties classifiedresearch and innovation centers are measured by square footage; and IRFs and LTACs (as defined below), health systems and SNFs (as defined below) are generally measured by licensed bed count.
(3)As of December 31, 2021, we leased 57 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 244 of our consolidated MOBs and eight of our consolidated MOBs were managed by five unaffiliated managers. Through Lillibridge, we also provided management and leasing services for 67 MOBs owned by third parties as held for sale) as follows:of December 31, 2021.
2

 
Consolidated
(100% interest)
 
Consolidated
(<100% interest)
 
Unconsolidated
(25% interest)
 Total
Seniors housing communities722
 9
 4
 735
MOBs319
 36
 1
 356
Research and innovation centers20
 12
 
 32
IRFs and LTACs

36
 1
 
 37
Health systems12
 
 
 12
SNFs17
 
 
 17
Total1,126
 58
 5
 1,189

    
SeniorsSenior Housing Communities

Our seniorssenior housing communities include independent and assisted living communities, continuing care retirement communities and communities providing care for individuals with Alzheimer’s disease and other forms of dementia or memory loss. These communities offer studio, one bedroomone- and two bedroomtwo-bedroom residential units on a month-to-month basis primarily to elderly individuals requiring various levels of assistance. Basic services for residents of these communities include housekeeping, meals in a central dining area and group activities organized by the staff with input from the residents. More extensive care and personal supervision, at additional fees, are also available for such needs as eating, bathing, grooming, transportation, limited therapeutic programs and medication administration, which allow residents certain conveniences and enable them to live as independently as possible according to their abilities. These services are often met by home health providers and through close coordination with the resident’s physician and SNFs.skilled nursing facilities (“SNFs”). Charges for room, board and services are generally paid from private sources.

Medical Office Buildings

Typically, our MOBs are multi-tenant properties leased to several unrelated medical practices, although in many cases they may be associated with a large single specialty or multi-specialty group. Tenants include physicians, dentists, psychologists, therapists and other healthcare providers, who require space devoted to patient examination and treatment, diagnostic imaging, outpatient surgery and other outpatient services. MOBs are similar to commercial office buildings, although they require greater plumbing, electrical and mechanical systems to accommodate physicians’ requirements such as sinks in every room, brighter lights and specialized medical equipment. As of December 31, 2018,2021, we owned or managed through unconsolidated real estate entities for third parties approximately 2219.3 million square feet of MOBs that are predominantly located on or near a health system.

Life Science, Research and Innovation Centers

Our life science, research and innovation centers contain laboratory and office space primarily for scientific research for universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the life science, research and innovation industry. While these properties have characteristics similar to commercial office buildings, they generally contain more advanced electrical, mechanical, and heating, ventilating and air conditioning systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, research and innovation center tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Our research and innovation centers are primarilyoften located on or contiguous to university and academic medical campuses. The campus settings allow usAs of December 31, 2021, we own or have investments in nearly 7.9 million square feet spanning 43 operating properties and four in progress ground-up development properties, including a presence in the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants.top two life sciences clusters, South San Francisco, California and Cambridge, Massachusetts.

Inpatient Rehabilitation and Long-termLong-Term Acute Care Facilities

We have 29 properties that are operated as LTACs.long-term acute care facilities (“LTACs”). LTACs have a Medicare average length of stay of greater than 25 days and serve medically complex, chronically ill patients who require a high level of monitoring and specialized care, but whose conditions do not necessitate the continued services of an intensive care unit. The operators of these LTACs have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system

disorders, developmental anomalies and cardiopulmonary disorders. Chronic patients often depend on technology for continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a nursing facility or rehabilitation hospital. All of our LTACs are freestanding facilities, and weWe do not own any “hospitals within hospitals.” We also own eight IRFsseven inpatient rehabilitation facilities (“IRFs”) devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues.

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Health Systems

We have 1213 properties that are operated as health systems. Health systems provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These health systems also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. In the United States, these health systems receive payments for patient services from the federal government primarily under the Medicare program, state governments under their respective Medicaid or similar programs, health maintenance organizations, preferred provider organizations, other private insurers and directly from patients.

Skilled Nursing Facilities

We have 1716 properties that are operated as SNFs. SNFs provide rehabilitative, restorative, skilled nursing and medical treatment for patients and residents who do not require the high technology, care-intensive, high costhigh-cost setting of an acute care or rehabilitation hospital. Treatment programs include physical, occupational, speech, respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment. Charges for these services are generally paid from a combination of government reimbursement and private sources.

Geographic Diversification of Properties

Our portfolio of seniors housing and healthcare propertiesassets is broadly diversified by geographic location throughout the United States, Canada and the United Kingdom, with properties in only one state (California) accounting for more than 10% of our total continuing revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building and other services costs) for the year ended December 31, 2018.2021. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” included in Part II, Item 7 of this Annual Report for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.

Loans and Investments

As of December 31, 2018,2021, we had $756.5$549.2 million of net loans receivable and investments relating to seniorssenior housing and healthcare operators or properties. Our loans receivable and investments provide us with interest income, principal amortization and transaction fees and are typically secured by mortgage liens or leasehold mortgages on the underlying properties and corporate or personal guarantees by affiliates of the borrowing entity. In some cases, the loans are secured by a pledge of ownership interests in the entity or entities that own the related seniors housing or healthcare properties. From time to time, we also make investments in mezzanine loans, which are subordinated to senior secured loans held by other investors that encumber the same real estate. See “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS”“Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.

Development and Redevelopment Projects

We are party to certain agreements that obligate us to develop seniors housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2018,2021, we had 1914 properties under development pursuant to these agreements, including fivefour properties that are owned through unconsolidated real estate entities. In addition, from time to time, we engage in redevelopment projects with respect to our existing seniors housing communitiesproperties to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Segment Information

We operate through three reportable business segments: triple-net leased properties, senior living operations and office operations. Non-segment assets, classified as “all other,” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable. Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to these segments, in significant part, based on segment NOI and related measures. For further information regarding our business

segments and a discussion of our definition of segment NOI, see “NOTE 19—SEGMENT INFORMATION”“Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Significant Tenants, Operators and Managers

The following table summarizes certain information regarding our tenant, operator and manager concentration as of and for the year ended December 31, 2018 (excluding properties classifieda reconciliation of NOI to our net income attributable to common stockholders, as held for salecomputed in accordance with GAAP, see “Management’s Discussion and properties owned by investments in unconsolidated entities asAnalysis of December 31, 2018):Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

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Number of
Properties Leased
or Managed
 
Percent of Total Real Estate Investments (1)
 Percent of Total Revenues Percent of NOI
Senior living operations355
 39.5% 55.3% 30.7%
Brookdale Senior Living (2)
129
 8.4
 4.3
 7.6
Ardent11
 5.2
 3.1
 5.7
Kindred32
 1.1
 3.5
 6.4


(1)Based on gross book value.
(2)Excludes two properties managed by Brookdale Senior Living pursuant to a long-term management agreement and included in the senior living operations reportable business segment.

Triple-Net Leased Properties

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.

Senior Living Operations

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

Office Operations

In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States.

Significant Tenants and Managers

The following table summarizes certain information regarding our tenant and manager concentration as of and for the year ended December 31, 2021 (excluding properties classified as held for sale and properties owned by investments in unconsolidated real estate entities):
Number of
Properties Leased
or Managed
Percent of Total Real Estate Investments (1)
Percent of Total RevenuesPercent of NOI
Senior Living Operations545 54.4 %59.4 %26.8 %
Brookdale Senior Living (2)
121 7.8 3.9 8.6 
Ardent12 4.7 3.3 7.4 
Kindred31 1.0 3.8 7.8 

(1)Based on gross book value.
(2)Excludes eight properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the senior living operations reportable business segment.

Triple-Net Leased 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.

The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the year ended December 31, 2018. If any of Brookdale Senior Living, Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Ardent and Kindred will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, our ability to service our indebtedness and other obligations and our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a “Material Adverse Effect”). We also cannot assure you that Brookdale Senior Living, Ardent and Kindred will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all.2021. See “Risk Factors—Risks Arising from Our Business—Our leasesBusiness Operations and other agreements with Brookdale Senior Living, Ardent and Kindred account for aStrategy Risks—A significant portion of our revenues and operating income; any failure, inability or unwillingness byincome is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, or Kindred, to satisfy its obligations under our agreements could have a Material Adverse Effect on usAtria and Sunrise.” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.

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Brookdale Senior Living Leases

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.

Base cash rent under the Brookdale Lease is obligated to pay base rent, which escalates annuallyset at a specified rate over the prior period base rent. $100 million per annum starting in July 2020, with three percent annual escalators commencing on January 1, 2022. The Brookdale Lease is guaranteed by Brookdale Senior Living.

The warrants are classified within other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

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.


Ardent Lease

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. 

Ourhold a 9.8% ownership interest in Ardent, which entitles us to certaincustomary minority rights and minority protections, as well as the right to appoint one of 1110 members on the Ardent Board of Directors.

Kindred Master Leases

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. 

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In June 2021, Kindred and LifePoint Health announced that they entered into a definitive agreement pursuant to which Kindred would be acquired (the “Kindred Transaction”). The Kindred Transaction closed in December 2021. In connection with the Kindred Transaction, Kindred began operating under a new healthcare system called ScionHealth. Under our agreements with Kindred, we earned a fee of $13.1 million in connection with this transaction, which was recognized in the fourth quarter of 2021 within interest and other income in our Consolidated Statements of Income.

Senior Living Operations

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.

communities managed by Atria means all communities subject to our management contracts with Atria, including the Atria-managed New Senior communities, but excluding the Holiday-managed communities; and (b) references to communities managed by Holiday means all communities subject to our management contracts with Holiday, including the Holiday-managed New Senior communities, but excluding the Atria-managed communities.

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.


OurWe hold a 34% ownership interestsinterest in Atria, and ESL entitlewhich entitles us to certaincustomary minority rights and protections, as well as the right to appoint two of the six members on each’sthe Atria Board of Directors.
    

Competition

We generally compete for investments in seniors housing and healthcare real estate assets with publicly traded, private and non-listed healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. Increased competition challenges our ability to identify and successfully capitalize on opportunities that meet our objectives, which is affected by, among other factors, the availability of suitable acquisition or investment targets, our ability to negotiate acceptable transaction terms and our access to and cost of capital. See “Risk Factors—Risks Arising from Our Business—Business Operations and Strategy Risk—Our ongoing strategy depends, in part, upon future investments in and acquisitions of, or our development or redevelopment of, seniors housing and healthcare assets, and we may not be successful in identifying and consummating these transactionsfuture investments and effectively managing our expansion opportunities.” included in Part I, Item 1A of this Annual Report on Form 10-K and “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT”“Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.


Our tenants operators and managers also compete on a local and regional basis with other healthcare operating companies that provide comparable services. SeniorsSenior housing community, SNF and health systemssystem operators compete to attract and retain residents and patients to our properties based on scope and quality of care, reputation and financial condition, price, location and physical appearance of the properties, services offered, qualified personnel, physician referrals and family preferences. With respect to MOBs and life science, research and innovation centers, we and our third-party managers compete to attract and retain tenants based on many of the same factors, in addition to quality of the affiliated health system, physician preferences and proximity to hospital campuses.or university campuses or life science centers and quality of lab space. The ability of our tenants, operators and managers to compete successfully could be affected by private, federal and state reimbursement programs and
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other laws and regulations. See “Risk Factors—Risks Arising from Our Business—OurLegal, Compliance and Regulatory Risks—We and our tenants, operatorsborrowers and managers may be adversely affected by healthcare regulation and enforcement” and “—Changes in the reimbursement rates or methods of payment from third-party payors, including insurance companies and the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on usenforcement.” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.


Human Capital Management
Employees

At Ventas, our experienced team drives our success and creates value. As of December 31, 2018,2021, we had 500434 employees, none of which isare subject to a collective bargaining agreement.

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.

The Compensation Committee of our Board of Directors provides oversight on certain human capital matters, including our Diversity, Equity and Inclusion (“DE&I”) efforts, goals and framework. We report on human capital matters at each regularly scheduled meeting of our Board of Directors. The most significant human capital measures and objectives that we focus on include the topics described below.

Talent Attraction and Retention

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

DE&I

Ventas has a long-standing commitment to DE&I. We have established a DE&I framework centered around key pillars of people, culture 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.

Health & Safety

Ventas is committed to the health and safety of its employees. The responsibility is shared with each Ventas employee, helping to make our workplaces secure and hazard-free to protect against accidents, personal injury/illness and property damage. Our commitment to health and safety is maintained by effective administration, training and education, and we expect our operating and development partners to comply with applicable company or legal requirements, whichever is more stringent. In response to the COVID-19 pandemic, we seamlessly shifted to a remote work environment ahead of mandatory stay-at-home orders.

Environmental, Social, and Governance

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.
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Ventas convenes a cross-functional ESG Steering Committee, which provides oversight and monitoring of our ESG strategy and is led by our Chairman and CEO and overseen by our Vice President, Corporate ESG & Sustainability. In addition, our Board of Directors is provided with regular updates on ESG matters.
Insurance

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

lose our investment in, or experience reduced profits and cash flows from,within the affected MOB or research and innovation center, which could have a Material Adverse Effect on us.

For various reasons, including to reduce and manage costs, many healthcare companies utilize different organizational and corporate structures coupled with self-insurance trusts or captive programs that may provide less coverage than a traditional insurance policy. As a result, companies that self-insure could incur large funded and unfundedself-insured retention of the commercial property, general and professional liability expenses, which could have a material adverse effect on their liquidity, financial condition and results of operations. The implementation of a trust or captive by anyinsurance that we maintain for certain of our tenants, operators or managers could adversely affect such person’s ability to satisfy its obligations under, or otherwise comply with the termsoffice and senior living operations locations. The Company created this captive as part of its respective lease,overall risk management program and other agreements with us, which could have a Material Adverse Effect on us. Likewise, if we decide to implement a captive or self-insurance program, any large funded and unfunded general and professional liability expenses that we incur could have a Material Adverse Effect on us.stabilize insurance costs.

Additional Information

We maintain a website at www.ventasreit.com. The information on our website is not incorporated by reference in this Annual Report, 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.

GOVERNMENTALGOVERNMENT REGULATION

Governmental Response to the COVID-19 Pandemic

In response to the COVID-19 pandemic, in 2020, Congress enacted a series of economic stimulus and relief measures through the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”) and the Consolidated Appropriations Act, 2021 (“CAA”). In total, the CARES Act, the PPPHCE Act and the CAA authorize approximately $175 billion to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund (“Provider Relief Fund”), which is administered by the U.S. Department of Health & Human Services (“HHS”). These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions, including, not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse, reporting and record keeping requirements and cooperating with any government audits.

HHS began distributing Provider Relief Fund grants in April 2020 and has made grants available to various provider groups in phases. We applied for and received grants under Phase 2, Phase 3 and Phase 4 of the Provider Relief Fund on behalf of the assisted living communities in our senior living operations segment and may apply for additional grants in the future.
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Many of our senior housing, hospital, health system, medical office and other tenants also received grants from the Provider Relief Fund. HHS continues to evaluate and provide allocations of, and issue regulations and guidance regarding, grants made under the CARES Act and related legislation. We continue to monitor and evaluate the terms and conditions associated with payments received under the Provider Relief Fund.

The CARES Act and related legislation also make other forms of financial assistance available to healthcare providers, which has benefited our tenants and our senior living operations segment to varying degrees. This assistance includes Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which made available accelerated payments of Medicare funds in order to increase cash flow to providers. These payments are loans that providers must repay. Effective October 2020, the Centers for Medicare & Medicaid Services (“CMS”) is no longer accepting applications for accelerated or advance payments. The Cares Act and related legislation also suspended Medicare sequestration payment adjustments, which would have otherwise reduced payments to Medicare providers by 2%, from May 1, 2020 through March 31, 2021, but also extended sequestration through 2030. These laws also include provisions intended to expand coverage of COVID-19 testing and preventive services, address healthcare workforce needs and ease other legal and regulatory burdens on healthcare providers. Due to the recent enactment of the CARES Act, the PPPHCE Act, and the CAA, there is a high degree of uncertainty surrounding their implementation, and the public health emergency continues to evolve. See “Risk Factors—COVID-19 Risks—There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures. There can be no assurance as to the total amount of financial assistance we or our tenants or borrowers will receive or that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for healthcare providers.” included in Part I, Item 1A of this Annual Report.

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

United States Healthcare Regulation, Licensing and Enforcement

Overview

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.

Report.
A shift toward less comprehensive health coverage facilitated by current presidential administration regulation and new Medicaid waiver programs has the potential to reduce the number of people with health insurance coverage. Additionally, coverage expansions via the Affordable Care Act (the “ACA”) through Medicaid expansion and health insurance exchanges may be scaled back by litigation that may strike some or all of the ACA, or waiver programs that reduce the number of people with Medicaid in a given state.
Beyond this, significant changes to commercial health insurance and government sponsored insurance (i.e. Medicare and Medicaid) remain possible. Commercial and government payors, are likely to continue imposing greater discounts and more stringent cost controls upon operators, through changes in reimbursement rates and methodologies, discounted fee structures, the assumption by healthcare providers of all or a portion of the financial risk or otherwise. A shift toward less comprehensive health insurance coverage and increased consumer cost-sharing on health expenditures could have a material adverse effect on certain of our operators’ liquidity, financial condition and results of operations and, in turn, their ability to satisfy their contractual obligations, including making rental payments under and otherwise complying with the terms of our leases.


Licensure, Certification and CONs

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”).

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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.

Compared to healthcare facilities, seniors housing communities (other than those that receive Medicaid payments) do not receive significant funding from governmental healthcare programs and are subject to relatively few, if any, federal regulations. Instead, to the extent they are regulated, such regulation consists primarily of state and local laws governing licensure, provision of services, staffing requirements and other operational matters, which vary greatly from one jurisdiction to another. Although recent growth in the U.S. seniors housing industry has attracted the attention of various federal agencies that believe more federal regulation of these properties is necessary, Congress thus far has deferred to state regulation of seniors housing communities. However, as a result of this growth and increased federal scrutiny, some states have revised and strengthened their regulation of seniors housing communities, and more states are expected to do the same in the future.

As discussed in greater detail below, a number of states have instituted Medicaid waiver programs that blend the functions of healthcare and custodial care providers, and expand the scope of services that can be provided under certain licenses. The trend toward this kind of experimentation is likely to continue, and even hasten, under Republican leadership. The temporary and experimental nature of these programs means that states will also continue to adjust their licensing and certification processes which might result in some providers facing increased competition and others facing new requirements.

Fraud and Abuse Enforcement

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:

Federalinclude: (i) federal and state false claims acts, which among other things,generally prohibit healthcare providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other governmentalfederal or state healthcare programs;

Federal (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute,federal Anti-Kickback Statute, which prohibitprohibits the payment or receipt or solicitation of any remuneration to induce referrals of patients foror generate business involving healthcare items or services coveredpayable by a governmental healthcare program, including Medicare andor Medicaid;

Federal (iii) federal and state physician self-referral laws, including the federal Stark Law, which generally prohibits physicians from referring patients enrolled in certain governmental healthcare programs to providersprohibit referrals of certain designated health services inby physicians to entities with which the referring physician or an immediate family member ofhas a financial relationship; and (iv) the referring physician has an ownership or other financial interest;

The federal Civil Monetary Penalties Law, which authorizesrequires a lower burden of proof than other fraud and abuse laws and prohibits, among other things, the U.S. Departmentknowing presentation of Health and Human Services (“HHS”) to impose civil penalties administrativelya false or fraudulent claim for fraudulent acts; andcertain healthcare services.

State and federal data privacy and security laws, including the privacy and security rules of the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of certain individually identifiable health information.

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

Reimbursement

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

As federal and state governments face significant budgetary pressures, they continue efforts to reduce Medicare and Medicaid spending through methods such as reductions in reimbursement rates and increased enrollment in managed care programs. Private payors 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.

The current presidential administration has signaled it will expand current efforts to enforce healthcare fraud and abuse laws by increasing funding for the Health Care Fraud and Abuse Control program. Additionally, government officials within HHS and the U.S. DepartmentEducation Reconciliation Act of Justice2010 (the “Affordable Care Act”), have stated that they will make it a high priority to prosecute fraud and abuse in federal claims. Further, many state Medicaid programs continue to devote additional resources to fraud, waste, and abuse initiatives. Medicaid reform plans might include lowering the growth rate of Medicaid spending, which will put pressure on states to exert greater scrutiny over the utilization of services. It is likely that states will have increased flexibility and incentive to monitor utilization patterns and take action against outlier providers.

Medicare’s fraud, waste, and abuse initiatives continue to be refined and refocused. The current administration has proposed expanding the extrapolated methods of the Recovery Audit Contractor program, which has recovered more than $2 billion for the Medicare program, into the Medicare Advantage program. Further expansion of these larger finding audits may be implemented in the future.

Reimbursement

The majority of SNF reimbursement, and a significant percentage of health system, IRF and LTAC reimbursement, is through Medicare and Medicaid. Medical buildings and other healthcare related properties have provider tenants that participate in Medicare and Medicaid. These programs are often their largest source of funding. Seniors housing communities generally do not receive fundingpromoted shifting from Medicare or Medicaid, but their ability to retain their residents is impacted by policy decisions and initiatives established by the administrators of Medicare and Medicaid. The passage of the ACA in 2010 allowed formerly uninsured Americans to acquire coverage and utilize additional health care services. In addition, the ACA gave new authorities to implement Medicaid waiver and pilot programs that impact healthcare and long term custodial care reimbursement by Medicare and Medicaid. These activities promote “aging in place”, allowing senior citizens to stay longer in seniors housing communities, and diverting or delaying their admission into SNFs. The potential risks that accompany these regulatory and market changes are discussed below.

As a result of the ACA, and specifically Medicaid expansion and establishment of health insurance exchanges providing subsidized health insurance, an estimated seventeen million more Americans have health insurance than in 2010. These newly-insured Americans utilize services delivered by providers at medical buildings and other healthcare facilities. The ACA was nearly repealed in 2017 and the current presidential administration continues to promulgate regulations to encourage the purchase of less comprehensive forms of health insurance for individuals and families unable to purchase health insurance on their own. In addition, the recent Texas v Azar decision resulted in a district court decision that the ACA was unconstitutional. While this decision is stayed while on appeal, it raises a possibility that the ACA will be struck down, potentially canceling the coverage of the people currently covered by health insurance exchange qualified plans or by Medicaid expansion.

Enabled by the Medicare Modernization Act (2003) and subsequent laws, Medicare and Medicaid have implemented pilot programs (officially termed demonstrations or models) to “divert” elderly from SNFs and promote “aging in place” in “the least restrictive environment.” Several states have implemented home and

community-based Medicaid waiver programs that increase the support services available to senior citizens in senior housing, lengthening the time that many seniors can live outside of a SNF. These Medicaid waiver programs are subject to re-approval and pilots are time-limited. The current presidential administration is not necessarily opposed to these efforts, but is committed to giving states greater control of their Medicaid programs. The current administration has also approved several community engagement waivers that, based on the first implemented waiver in Arkansas, may result in tens thousands of people losing Medicaid coverage. The results of these reforms could be the modification or curtailment of a number of existing pilots and the number of people covered by Medicaid.

CMS is currently in the midst of transitioning Medicare from a traditional fee-for-service reimbursement modelmodels to capitatedalternative payment models that tie reimbursement to quality and value-based approaches in which the government pays a set amount for each beneficiary for a defined periodcost of time, based on that person’s underlying medical needs, rather than the actual services provided. The result is increasing use of management tools to oversee individual providers and coordinate their services. This puts downward pressure on the number and expense of services provided. Roughly 10 million Medicare beneficiaries now receive care, viasuch as accountable care organizations and another 21 million are enrolled in Medicare Advantage health plans. The continued trend toward capitatedbundled payments. It is difficult to predict the nature and value-based approaches - particularly Medicare Advantage, which is expectedsuccess of future financial or delivery system
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reforms, but changes to grow under the current presidential administration - has the potential to diminish the market for certain healthcare providers, particularly specialist physiciansreimbursement rates and providers of particular diagnostic technologies such as medical resonance imaging services. Thisrelated policies could adversely impact the medical properties that house these physiciansour and medical technology providers.our tenants’ results of operations.

The majority of Medicare payments continue to be made through traditional Medicare Part A and Part B fee-for-service schedules. Medicare’s payment regulations, particularly with respect to certain hospitals, skilled nursing care, and home health services have resulted in lower net pay increases than providers of those services often desire. In addition, the Medicare and CHIP Reauthorization Act (MACRA) of 2015 establishes a multi-year transition into pay-for-quality approaches for Medicare physicians and other providers. This will include payment reductions for providers who do not meet government quality standards. The implementation of pay-for-quality models is expected to produce funding disparities that could adversely impact some provider tenants in MOBs and other health care properties.

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.

Data Privacy and Security

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

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

International Healthcare Regulation

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

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

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

Regulation Impacting Life Science, Research and Innovation Centers

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
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federal government or other sources of funding to varying degrees.support their activities. Creating a new pharmaceutical product or medical device requires substantial investments of time and capital, in part because of the extensive regulation of the healthcare industry; it also entails considerable risk of failure in demonstrating that the product is safe and effective and in gaining regulatory approval and market acceptance. Therefore, our tenants in the life science, research and innovation industry face high levels of regulation, expense and uncertainty.

Some of our See “Risk Factors—Environmental, Economic and Market Risks—Our life science, research and innovation tenants require significant outlaysface unique levels of funds for the research, developmentregulation, expense and clinical testinguncertainty.” included in Part I, Item 1A of their products and technologies. If private investors, the federal government or other sources of funding are unavailable to support such activities, a tenant’s research and innovation operation may be adversely affected or fail. Further, the research, development, clinical testing, manufacture and marketing of some of our tenants’ products requires federal, state and foreign regulatory approvals which may be costly or difficult to obtain. Even after a research and innovation tenant gains regulatory approval and market acceptance for a product, the product may still present significant regulatory and liability risks, including, among others, the possible later discovery of safety concerns, competition from new products and the expiration of patent protection for the product. this Annual Report.

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

Tax Regulation

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our 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.

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

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

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

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

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

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

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

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

We believe that we have been organized and have operated in a manner that has allowed us, and will continue to allow us, to satisfy conditions (1) through (7) inclusive, during the relevant time periods, and we intend to continue to be organized and operate in this manner. However, qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under 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:

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

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

Unless we are adversely affected, they may have difficulty making paymentsentitled to us,relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.

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


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Environmental Regulation

AsA wide variety of federal, local and foreign environmental and occupational health and safety laws and regulations affect our assets. We are committed to not only meeting the requirements of these laws and regulations, but exceeding them through our ESG activities. See “Business—Sustainability.”

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.

These laws and regulations address, among other things, asbestos, polychlorinated biphenyls, fuel oil management, wastewater discharges, air emissions, radioactive materials, medical wastes, and hazardous wastes, and, in certain cases,or a secured lender, such as us, may be liable for the costs of complyingremoval or remediation of hazardous or toxic substances at, under or disposed of in connection with these lawssuch property, as well as other potential costs relating to hazardous or toxic substances (including government fines and regulationsdamages for injuries to persons and the penalties for non-compliance can be substantial. adjacent property).
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.

We did not make any material capital expenditures in connection with environmental, health, and safety laws, ordinances and regulations in 2018 and do not expect that we will be required to make any such material capital expenditures during 2019.    

Canada

In Canada, seniors housing communities are currently generally subject to significantly less regulation than skilled nursing facilities and hospitals, and the regulation of such facilities is principally a matter of provincial and municipal jurisdiction. As a result, the regulatory regimes that apply to seniors housing communities vary depending on the province (and in certain circumstances, the city) in which a facility is located. Recently, certain Canadian provinces have taken steps to implement regulatory measures that could result in enhanced regulation for seniors housing communities in such provinces.

ITEM 1A.    Risk Factors

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.

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

Risks Related to the COVID-19 Pandemic
Risks Related to Our Business Operations and Strategy
Our Capital Structure Risks
Our Legal, Compliance and Regulatory Risks
Our REIT Status Risks

Risks Related to the COVID-19 Pandemic

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

The COVID-19 pandemic and its extended consequences have materially and negatively impacted our businesses in a number of ways and are expected to continue to do so. For instance, our financial results have been adversely impacted by increased operating costs at our senior housing communities as a result of labor pressures, public health measures and other operational and regulatory dynamics attributable or related to the pandemic and decreased revenues due to a reduction in occupancy in these communities. Many of our tenants, managers and borrowers have also incurred significant costs or losses as a result of the pandemic, and may continue to do so, which increases the risk that they are unable to comply with their obligations to us.
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We, along with our managers, continue to undertake extensive efforts to ensure the safety of our employees, residents, communities, tenants and buildings, including by coordinating vaccine programs for residents and instituting vaccine requirements for our employees and most employees in our SHOP portfolio.In some circumstances, these vaccine requirements may make it harder for us to hire employees or may make it more expensive for us to do so. Ongoing administration of resident safety programs may contribute to increased labor and other operating costs, including those related to food and wellness services and higher wages from overtime pay.

The effects of shelter-in-place and stay-at-home orders, if re-imposed, and the trend toward increased remote and hybrid work arrangements could strain our business continuity plans, increase operational risk, including cybersecurity risk, and impair our ability to manage our business. As a result of the pandemic, our non-field-based employees have shifted to operating in a primarily fully or partially remote working environment. Remote work creates inherent productivity, connectivity and oversight challenges. We may experience increased costs and disruption as we adjust to new or unfamiliar work models. We may face challenges in operating effectively and maintaining our corporate culture.

Senior housing communities have been disproportionately impacted by COVID-19.Lower labor force participation rates and inflationary pressures affecting wages have driven increased labor expenses across senior housing communities, with our tenants, managers and borrowers implementing higher wage rates, more costly overtime and usage of contract labor to address these challenges. Our tenants, managers and borrowers have experienced significant cost increases as a result of increased health and safety measures, increased governmental regulation and compliance, vaccine mandates and other operational changes necessitated either directly or indirectly by the COVID-19 pandemic. Many of these expenses may remain at these higher levels even if the pandemic subsides.Increases in labor or other operating costs would affect the net operating income of our SHOP segment and could affect the ability of our triple-net tenants to make contractual payments to us, which in turn, could adversely affect our triple-net leased segment.

The ongoing COVID-19 pandemic has also, to varying degrees during the course of the pandemic, prevented prospective occupants and their families from visiting our senior housing communities and limited the ability of new occupants to move into our senior housing communities.The ongoing impact of the pandemic on occupancy remains uncertain, especially as new strains of COVID-19, such as the Delta and Omicron variants, arise and spread and clinical trends fluctuate.Any decrease in occupancy would affect the net operating income of our SHOP segment and could affect the ability of our triple-net tenants to make contractual payments to us, which in turn, could adversely affect our triple-net leased segment.

Across our asset classes, the ongoing impact of the COVID-19 pandemic and its extended consequences create a heightened risk of tenant, borrower, manager or other obligor bankruptcy or insolvency due to factors such as decreased occupancy, medical practice disruptions resulting from increased hospitalizations or restrictions on elective procedures, increased labor and other operating expenses, difficulty procuring necessary products and services, delays and suspensions in the issuance of permits or other required authorizations and exposure to increased litigation and regulatory risk. Various federal, state, local and foreign governments have in the past enacted, and may in the future enact, laws, regulations or moratoriums that limit our ability to terminate a lease, evict a tenant or pursue other remedies where the tenant has been impacted by the COVID-19 pandemic. Where such laws, regulations or moratoriums are in effect, we may incur significant costs and it may take a significant amount of time to ultimately evict or pursue remedies against a tenant who is not meeting its contractual rent or other obligations.

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

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

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

There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures. There can be no assurance as to the total amount of financial assistance we or our tenants or borrowers will receive or that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for healthcare providers.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Consolidated Appropriations Act of 2021 and the American Rescue Plan Act of 2021 authorized a total of $186 billion to be distributed to healthcare providers through the Provider Relief Fund, which is administered by the U.S. Health and Human Services Department (“HHS”). These grants are intended to reimburse eligible providers for healthcare-related expenses or lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions, including reporting, record maintenance and audit requirements and not use grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse.

HHS began distributing Provider Relief Fund grants in April 2020 and has made grants available to various provider groups in phases. We applied for grants under Phase 2, Phase 3 and Phase 4 of the Provider Relief Fund on behalf of the assisted living communities in our senior living operations segment and may apply for additional grants in the future. While we have received grants from the Provider Relief Fund in the past, there can be no assurance that we will receive additional grants from the Provider Relief Fund or any future source of government funding in the future. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund. If we or any of our tenants fail to comply with all of the terms and conditions, we or they may be required to repay some or all of the grants received and may be subject to other enforcement action, which could have a material adverse impact on our business and financial condition.

There remains a high degree of uncertainty surrounding the continued implementation of the CARES Act and related legislation. The federal government continues to evaluate its response to the COVID-19 pandemic, including whether additional financial measures and related regulations and guidance should be implemented. There can be no assurance that the terms and conditions of the Provider Relief Fund grants or other programs will not change or be interpreted in ways that affect our ability to comply with such terms and conditions (which could affect our ability to retain any grants that we receive), the amount of total financial grants we may ultimately receive or our eligibility to participate in any future funding. We continue to assess the potential impact of the COVID-19 pandemic and government responses to the pandemic on our business, financial condition and results of operations.

Risks Related to Our Business Operations and Strategy

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

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

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

Many of our costs, including operating and administrative expenses, interest expense and real estate acquisition and construction costs are subject to inflation. These include expenses for property-related contracted services, utilities, repairs and maintenance and insurance and general and administrative costs including compensation costs, technology services and professional service fees. See also “—We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects.,” below. Property taxes are also impacted by inflationary changes because taxes in some jurisdictions are regularly reassessed based on changes in the fair value of our properties. We may not be able to offset such additional costs by passing them through, or increasing the rates we charge, to residents and tenants. If there is an increase in these costs, our business and operating results could be adversely affected.

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

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

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

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

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

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

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

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

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

We have 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:

Risks arising fromcould result in deficiencies in our business;

Risks arising fromsenior living operations segment, which could adversely affect our capital structure;business, financial condition and

Risks arising from our status results of operations. Such operational risks could also arise as a REIT.


Risks Arising from Our Business

result of our ownership of office buildings, and which could also adversely affect our business, financial condition and results of operations.
The
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.

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 us.managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.

As of December 31, 2018,2021, Atria Sunrise and ESL,Sunrise, collectively, managed 334256 of our consolidated seniorssenior housing communities pursuant to long-term management agreements. As of December 31, 2021, Atria managed 162 communities and Holiday Retirement managed 91 communities under their own distinct management contracts with us. Ventas has the ongoing right to terminate the management contract for 91 of the Holiday-managed communities with short term notice. As a result of Atria’s acquisition of the Holiday Management platform and our acquisition of New Senior Investment Group Inc. in 2021, taken together, the Atria/Holiday Retirement concentration represents 253 communities. As of December 31, 2021, our three largest tenants, Brookdale Senior Living, Ardent and Kindred leased from us 121 properties, 12 properties and 31 properties, respectively. These properties represent a substantial portion of our portfolio, based on their gross book value, and account for a significant portion of our revenues and NOI. Although we have various rights as the property owner under our management agreements, we rely on Atria’s, Sunrise’s and ESL’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations. We also rely on Atria, Sunrise and ESL to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. For example, we depend on Atria’s, Sunrise’s and ESL’s ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our seniors housing communities. A shortage of nurses or other trained personnel or general inflationary pressures may force Atria, Sunrise or ESL to enhance its pay and benefits package to compete effectively for such personnel, but it may not be able to offset these added costs by increasing the rates charged to residents. Any increase in labor costs and other property operating expenses, any failure by Atria, Sunrise or ESL to attract and retain qualified personnel, or significant changes in Atria’s, Sunrise’s or ESL’s senior management or equity ownership could adversely affect the income we receive from our seniors housing communities and have a Material Adverse Effect on us.

Because Atria, Sunrise and ESL 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, any adverse developments in Atria’s, Sunrise’s or ESL’s business and affairs or financial condition could impair its ability to manage our properties efficiently and effectively and could have a Material Adverse Effect on us. If Atria, Sunrise or ESL experiences any significant financial, legal, accounting or regulatory difficulties due to a weak economy or otherwise, such difficulties could result in, among other adverse events, acceleration of its indebtedness, impairment of its continued access to capital, the enforcement of default remedies by its counterparties, or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, any one or a combination of which indirectly could have a Material Adverse Effect on us.

Our leases and other agreements with Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to satisfy its obligations under our agreements could have a Material Adverse Effect on us.

The properties we lease to Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and NOI, and weWe depend on Brookdale Senior Living, Ardent and Kindred, to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance taxes, utilities and maintenancecapital expenditures, and repair expenses in connectionto comply with the leasedterms of the mortgage financing, if any, affecting the properties and properties that are collateral for the loans. We cannot assure you that Brookdale Senior Living, Ardent and Kindred willthey lease from us. These tenants have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to do so could have a Material Adverse Effect on us. In addition, any failure by Brookdale Senior Living, Ardent or Kindred to effectively conduct its operations or to maintain and improve such properties could adversely affect its business reputation and its ability to attract and retain patients and residents in such properties, which could have a Material Adverse Effect on us. Brookdale Senior Living, Ardent and Kindred havealso agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and webusinesses. We cannot assure you that they will be able to satisfy their obligations to us, and any failure, inability or unwillingness by them to do so could adversely affect our business, financial condition and results of operations. Any failure by any one of Brookdale Senior Living, Ardent or Kindred to effectively conduct its operations or to maintain and Kindred will have sufficient assets, income, access to financingimprove the properties they lease from us could adversely affect their financial condition and, insurance coverage to enable them to satisfy their respective indemnification obligations.in turn, our business, financial condition and results of operations.

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.

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

We rely heavily on our tenants, managers and borrowers and their ability to perform their obligations to us, regardless of whether our relationship is structured as a triple-net lease, a management contract or as a loan.Any of our tenants, operators,managers or borrowers managers and other obligors.

We lease our properties to unaffiliated tenants or operate them through independent third-party managers. We are also a direct or indirect lender to various tenants and operators.  We have very limited control over the success or failure of our tenants’ and operators’ businesses and, at any time, a tenant or operator may experience a downturn in itstheir business that materially weakens itstheir financial condition.If that happens, the tenanttheir financial condition deteriorates, they may be unable or operator may failunwilling to make its payments or perform their obligations to us when due. in a timely manner if at all.Although ourwe generally have the right under specified circumstances to terminate a lease, loan andevict a tenant, terminate our management agreements, give us the rightdemand immediate repayment of outstanding loan amounts or pursue other remedies, we may not be able to exercise certain remedies in the event of default on the obligations owing to us,enforce these rights or we may determine it is not prudent to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.


Our senior housing tenants, managers and borrowers primarily depend on private pay sources consisting of the income or assets of residents or their family members to pay fees. Costs associated with independent and assisted living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid. Accordingly, the tenants, managers and borrowers of our senior housing operating portfolio depend on attracting seniors with appropriate levels of income and assets, which may be affected by many factors, including: (i) prevailing economic and market trends, including market volatility and inflation; (ii) consumer confidence; (iii) demographics; (iv) property condition and safety, including as a result of a severe cold and flu season, an epidemic or any other widespread illness, such as that seen throughout the COVID-19 pandemic; (v) public perception about such properties; and (vi) social and environmental factors.If our tenants, managers or borrowers fail to effectively conduct their operations, or to maintain and improve our properties on our behalf, it could adversely affect our business reputation as the owner of the properties, as well as the business reputation of our tenants, managers or borrowers and their ability to attract and retain patients and residents in our properties, which could have an adverse effect on our and our tenants’, managers’ or borrowers’ business, financial condition or results of operations.Further, if widespread default or nonpayment of outstanding obligations from a large number of tenants, managers or borrowers occurs at a time when terminating our agreements with, or replacing such tenants, managers or borrowers may be extremely difficult or impossible, including as a result of the COVID-19 pandemic, we may elect instead to amend such agreements with such tenants, managers or borrowers.However, such amendments may be on terms that are less favorable to us than the original agreements and may have a material adverse effect on our results of operations and financial condition.

Our senior housing tenants, managers and borrowers may rely on reimbursements from governmental programs for a portion of the revenues from certain properties. Changes in reimbursement policies and other governmental regulation, that may result from actions by the U.S. Congress or U.S. executive orders, may result in reductions in our tenants’, managers’ or borrowers’ revenues, operations and cash flows and affect our tenants’, managers’ or borrowers’ ability to meet their obligations to us. Failure to comply with reimbursement regulations or other laws applicable to healthcare providers could result in penalties, fines, litigation costs, lost revenue or other consequences, which could adversely impact our tenants’ ability to make contractual rent payments to us under a triple-net lease or our cash flows from operations under a management arrangement.

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

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

We lease a significant number of our properties to unaffiliated tenants, operate a significant number of our properties through third-party managers and provide financing to third-party borrowers. We have limited control over the success or failure of our tenants’, managers’ and borrowers’ businesses, and, at any time, a tenant, borrower or manager may experience a downturn in its business that weakens its financial condition. If that happens, the tenant, borrower or manager may fail to make payments or meet its other obligations to us. See “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment,” below.

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
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afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of theseour rights and remedies unenforceable or at the least, delay our ability to pursue such rights and remedies and realize any recoveries in connection therewith.recoveries. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing.

A debtor-lessee may reject our lease in a bankruptcy proceeding, in which case our claim against the debtor-lessee for unpaid and future rents would be limited by the statutory cap of the U.S. Bankruptcy Code. This statutory cap could be substantially less than the remaining rent actually owed under the lease, and any claim we have for unpaid rent might not be paid in full. In addition, a debtor-lessee may assert in a bankruptcy proceeding that our lease should be re-characterized as a financing agreement, in which case our rights and remedies as a lender, compared to a landlord, generally would be more limited. If a debtor-manager seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing our remedies against the manager unless relief is first obtained from the court having jurisdiction over the bankruptcy case. In any of these events, weWe also may be required to fund certain expenses and obligations (e.g.,(such as real estate taxes, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant operator or manager.

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.

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.

We are parties to long-term management agreements pursuant to which Atria, Sunrise and ESL, collectively, provided comprehensive property management and accounting services with respect to 334 of our consolidated seniors housing communities as of December 31, 2018. Most of our management agreements with Atria have terms expiring either July 31, 2024 or December 31, 2027, with successive automatic ten-year renewal periods, and most of our management agreements with Sunrise have terms ranging from 25 to 30 years (which commenced as early as 2004 and as recently as 2012). Our management agreement with ESL has an initial term expiring January 31, 2023, with a conditional five-year renewal period. Our ability to terminate these long-term management agreements is limited to specific circumstances set forth in the agreements and may relate to all properties or a specific property or group of properties.

We may terminate any of our management agreements with Atria, Sunrise and ESL upon the occurrence of an event of default by the operator in the performance of a material covenant or term thereof (including, in certain circumstances, the revocation of any license or certificate necessary for operation), subject in most cases to such operator’s right to cure such default, or upon the occurrence of certain insolvency events relating to such operator. In addition, we may terminate our management agreements with each Atria and ESL based on their failure to achieve certain NOI targets or upon the payment of a fee. We also may terminate most of our management agreements with Sunrise based on the failure to achieve certain NOI targets or to comply with certain expense control covenants, subject to certain rights of Sunrise to make cure payments to us, and upon the occurrence of certain other events or the existence of certain other conditions.

We continually monitor and assess our contractual rights and remedies under our management agreements with Atria, Sunrise and ESL. When determining whether to pursue any existing or future rights or remedies under those agreements, including termination rights, we consider numerous factors, including legal, contractual, regulatory, business and other relevant considerations. In the event that we exercise our rights to terminate the Atria, Sunrise or ESL management agreements for any reason or such agreements are not renewed upon expiration of their terms, we would attempt to reposition the affected properties with another manager. Although we believe that many qualified national and regional seniors housing operators would be interested in managing our seniors housing communities, we cannot assure you that we would be able to locate another suitable manager or, if we are successful in locating such a manager, that it would manage the properties effectively. Moreover, the transition to a replacement manager would require approval by the applicable regulatory authorities and, in most cases, the mortgage lenders for the properties, and we cannot assure you that such approvals would be granted on a timely basis, if at all. Any inability to replace, or a lengthy delay in replacing, Atria, Sunrise or ESL as the manager of our seniors

housing communities following termination or non-renewal of the applicable management agreements could have a Material Adverse Effect on us.

If we mustneed to replace any of our tenants or operators,managers, we mightmay be unable to reposition the propertiesdo so on as favorable terms, orif at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on usadversely affect our business, financial condition and results of operations.
.

We cannot predict whetherOur tenants may not renew their leases with us, and our tenants willmanagers may not renew existing leasestheir management agreements with us, beyond their current term.terms. For example, our lease of six LTACs to Kindred is set to expire in 2023, though Kindred has the right to extend the term of the lease for an additional 5 years. Even if a tenant renews its lease with us, or a manager renews its management agreement with us, we cannot assure you that the renewals will be on favorable terms. Our leases and management agreements provide us, our tenants and our managers with termination rights in certain circumstances. If our leases with Brookdale Senior Living or Ardent, the Kindred master leases or any of our other triple-net leasesmanagement agreements are not renewed or are otherwise terminated, we wouldmay attempt to reposition those properties with another tenant or operator. In case of non-renewal, we generally have one year prior to expiration of the lease term to arrange for repositioning of the properties and our tenants are required to continue to perform all of their obligations (including the payment of all rental amounts) for the non-renewed assets until such expiration. However, following expiration of a lease term or if we exercise our right to replace a tenant or operator in default, rental payments on the related properties could decline or cease altogether while we reposition the properties with a suitable replacement tenant or operator.manager, as applicable. We also mightmay not be successful in identifying suitable replacements or entering into leases, management agreements or other arrangements with new tenants or operatorsmanagers on a timely basis or on terms as favorable to us as our current leases or management agreements, if at all, and weall. We may be required to fund certain expenses and obligations (e.g.,(such as real estate taxes, debt costs and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned. In addition,

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.

Incause the event of non-renewal or a tenant default, ourfinancial and operational performance at those properties to decline. Our ability to reposition our properties with a suitable replacement tenant or operatormanager could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by the Medicare andcertificates of need, Medicaid change-of-ownership rules or other legal and weregulatory requirements or restrictions. We could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings.

In the case of our leased properties, following expiration of a lease term, or if we exercise our right to replace a tenant in default, rental payments on the related properties could decline or cease altogether while we attempt to reposition the properties with a suitable replacement tenant. This risk could be exacerbated by laws and regulations in certain jurisdictions that limit our ability to take remedial action against defaulted tenants under certain circumstances. Market conditions in effect at the time of the expiration or default of a lease may require us to reduce our rental rates below those we currently charge to retain tenants or obtain new suitable replacement tenants. Our ability to locate and attract suitable replacement tenants 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, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely impactaffect our ability to collect rent,recover our investment.

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.

Moreover, in connection with certain ofto protect our properties,investment. The defaulting borrower may not be able to repay us even if we have entered into intercreditor agreements with the tenants’ lenders or tri-party agreements with our lenders. Our abilityare legally entitled to exercise remedies under the applicable leases or management agreements or to reposition the applicable properties may be significantly delayed or limited by the termsfull repayment of the intercreditor agreementdebt. The defaulting borrower may contest our enforcement of foreclosure or tri-party agreement.other available
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remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies or bring claims against us for lender liability. Any such delay or limit on our ability to pursue our rights or remedies could adversely affect our business, financial condition and results of operations. See “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors,” above.

Although our lease, loan and management agreements give us the right to exercise 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We cannot assure you that any of our life science, research and innovation tenants will be successful in their businesses. Any tenant that is unable to avoid, or sufficiently mitigate, the risks described above may have difficulty making payments or satisfying its other obligations to us, which in turn could adversely affect our business, financial condition and results of operations.

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

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

Merger, acquisition and acquisitioninvestment activity or consolidation in the seniors housing and healthcareour industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, operatorsmanagers or managersborrowers could have a Material Adverse Effect on us.adversely affect our business, financial condition and results of operations.

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.


Market conditions, including, but not limited to, interest rates and credit spreads, the availability of credit and the actual and perceived state of the real estate markets and public capital markets generally could negatively impact our business, results of operations, and financial condition.

The markets in which we operate are affected by a number of factors that are largely beyond our control but may nevertheless have a significant negative impact on us. These factors include, but are not limited to:

Interest rates and credit spreads; 

The availability of credit, including the price, terms and conditions under which it can be obtained; and

The actual and perceived state of the real estate market, the market for dividend-paying stocks and public capital markets in general.

In addition, increased inflation may have a pronounced negative impact on the interest expense we pay in connection with our outstanding indebtedness and our general and administrative expenses, as these costs could increase at a rate higher than our rents.

Deflation may result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices may impact our ability to obtain financing for our properties, which could adversely impact our growth and profitability.

borrower.

Our ongoing strategy depends, in part, upon future investments in and acquisitions of, or our development or redevelopment of, seniors housing and healthcare assets, and we may not be successful in identifying and consummating these transactions.future acquisitions and investments and effectively managing our expansion opportunities.

An important part of our business strategy is to continue to expand and diversify our portfolio, directly or indirectly with third parties, through accretive acquisition, investment, development and redevelopment 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.

Investments
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When expanding into areas that are new to us, we face numerous risks and uncertainties, including risks associated with (i) the required investment of capital and other resources; (ii) the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk; (iii) the diversion of management’s attention from our other businesses; (iv) the increasing demands on or issues related to operational and management systems and controls; (v) compliance with additional legal or regulatory requirements with which we are not familiar; and (vi) the broadening of our geographic footprint, including the risks associated with conducting operations in non-U.S. jurisdictions. Any new strategies, markets or businesses that we enter into may not be successful or meet our expectations, or we may be unable to effectively monitor or manage our portfolio of properties as it expands. Failure to meet any of these objectives could adversely affect our business, financial condition and results of operations.

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

We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy. Investing in and acquiring healthcare 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.


Ourour significant acquisition and investment activity, including our developments and redevelopments, presents certain risks to our business and operations.

We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy. Our significant acquisition and investment activity presents certain risks to our business and operations, including, among other things,include that:

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

We may be unable to effectively monitor and manage our expanded portfolio of properties, retain key employees or attract highly qualified new employees;

ProjectionsOur underwriting assumptions, including projections of estimated future revenues and expenses and anticipated synergies and other costs savings, orand other financial and operating metrics that we develop duringmay be inaccurate, in which case we may not be able to realize the due diligence and integration planning process might be inaccurate;expected benefits of the acquisition, investment, development or redevelopment;

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

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

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

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

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

We may be unable to continue paying dividends at the current rate.

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.

If the liabilities we assume in connection with acquisitions, including indemnification obligations in favor of third parties, are greater than expected, or if there are unknown liabilities, our business could be materially and adversely affected.

We may assume or incur liabilities in connection with our acquisitions, including, in some cases, contingent liabilities. As we integrate these acquisitions, we may learn additional information about the sellers, the properties, their operationsinvestments, developments and their liabilities that adversely affects us, such as:

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

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

Liabilities, claims and litigation, including indemnification obligations, whether or not incurred in the ordinary course of business, relating to periods prior to or following our acquisition;

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

Liabilities for taxes relating to periods prior to our acquisition.

As a result, we cannot assure you that our past or future acquisitionsredevelopments will be successful or will not, in fact, harmmeet our business. Among other things, if the liabilities we assume in connection with acquisitions are greater than expected, or if we discover obligations relating to the acquired properties or businesses ofexpectations, which we were not aware at the time of acquisition, our business and results of operations could be materially adversely affected.

In addition, we have now, and may have in the future, certain surviving indemnification obligations in favor of third parties under the terms of acquisition agreements to which we are a party.  Most of these indemnification obligations will be capped as to amount and survival period, and we do not believe that these obligations will be material in the aggregate.  However, there can be no assurances as to the ultimate amount of such obligations or whether such obligations will have a Material Adverse Effect on us.


Our future results will suffer if we do not effectively manage the expansion of our health system and research and innovation portfolios and operations following the acquisition of AHS and the Research and Innovation Acquisition.

As a result of our acquisition of Ardent Medical Services, Inc. (“AHS”) in 2015, we entered into the health system sector. Also, as a result of the acquisition of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) in 2016 (the “Research and Innovation Acquisition”), we entered into the university-affiliated research and innovation sector. Part of our long-term business strategy involves expanding our health system and research and innovation portfolios through additional acquisitions and development of new properties. Both the asset management of our existing health systems and university-affiliated research and innovation centers portfolios and such additional acquisitions and developments may involve complex challenges. Our future success will depend, in part, upon our ability to manage our expansion opportunities, integrate new investments into our existing business in an efficient and timely manner, successfully monitor the operations, costs, regulatory compliance and service quality of our operators and leverage our relationships with Ardent and other operators of health systems and Wexford and other operators and developers of research and innovation centers. It is possible that our expansion or acquisition opportunities within the health system and research and innovation sectors will not be successful, which could adversely impact our growth and future results.

Our investments are concentrated in seniors housing and healthcare real estate, making us more vulnerable economically to adverse changes in the real estate market and the seniors housing and healthcare industries than if our investments were diversified.

We invest primarily in seniors housing and healthcare properties and are constrained by the terms of our existing indebtedness from making investments outside those industries. This investment focus exposes us to greater economic risk than if our portfolio were to include real estate assets in other industries or assets unrelated to real estate.

The healthcare industry is highly regulated, and changes in government regulation and reimbursement can have material adverse consequences on its participants, some of which may be unintended. The healthcare industry is also highly competitive, and our operators and managers may encounter increased competition for residents and patients, including with respect to the scope and quality of care and services provided, reputation and financial condition, physical appearance of the properties, price and location. Our tenants, operators and managers are large employers who compete for labor, making their results sensitive to changes in the labor market and/or wages and benefits offered to their employees. If our tenants, operators and managers are unable to successfully compete with other operators and managers by maintaining profitable occupancy and rate levels or controlling labor costs, their ability to meet their respective obligations to us may be materially adversely affected. We cannot assure you that future changes in government regulation will not adversely affect the healthcare industry, including our seniors housing and healthcare operations, tenants and operators, nor can we be certain that our tenants, operators and managers will achieve and maintain occupancy and rate levels or labor costs levels that will enable them to satisfy their obligations to us. Any adverse changes in the regulation of the healthcare industry, or the competitiveness of our tenants, operators and managers, or costs of labor, could have a more pronounced effect on us than if we had investments outside the seniors housing and healthcare industries.

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

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

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We have and claimsmay continue to develop and acquire properties in co-investment vehicles or joint ventures with other persons or entities when circumstances warrant the use of these structures. In 2020 we formed Ventas Investment Management(“VIM”) to consolidate our private capital management capabilities for certain assets. As of December 31, 2021, VIM had over $4.5 billion in assets under management, including the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), our joint venture with GIC and certain other institutional private capital vehicles. This includes gross asset value, unfunded equity commitments, and total project costs for development projects under way. We also own minority investments in properties and unconsolidated operating entities. These minority investments usually entitle us to typical rights and protections but inherently involve a lesser degree of control over business operations than if we owned a majority interest. In the future, we may enter into additional co-investments, partnerships and joint ventures, either through VIM or otherwise.

There can be no assurance that our co-investments, joint ventures or minority investments will be successful or meet our expectations. These investments and ventures involve significant risk, including the following:

We may be unable to take actions that are opposed by our partners under arrangements that require us to share decision-making authority;
For ventures in which we have a noncontrolling interest, our partners may take actions that we oppose;
If our partners become bankrupt, insolvent or otherwise fail to fund their share of required capital contributions or fulfill other partner obligations, we may choose to or be required to contribute that capital;
Some of our joint ventures are subject to debt and, depending on credit market conditions, the refinancing or payoff of such debt may require equity capital calls, which we or our partner may not be capable of funding or may otherwise be required at inopportune times;
We may be subject to restrictions on our ability to transfer our interest in the investment or venture, which may require us to retain our interest at a time when we would otherwise prefer to sell it;
Our partners may have business interests or goals that conflict with our business interests and goals, including the timing, terms and strategies for any investments, and what levels of financing to incur or carry;
Our joint venture partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements;
Our joint ventures or our joint venture partners may be unable to repay any amounts that we may loan to them;
Our partners may have competing interests in our markets that could create conflicts of interest;
We could experience an impasse on certain decisions where we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes;
We could become engaged in a dispute with any of our joint venture partners that could lead to the sale of either parties’ ownership interest or the property;
Disagreements with our partners could result in litigation or arbitration; and
We may suffer other losses as a result of actions taken by our partners with respect to our venture investments.

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

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

Ventas may have increased duties to the other investors or partners in the co-investment or joint venture;
In the event of certain events or conflicts, our partners may have recourse against Ventas, including the right to monetary penalties, the ability to force a sale or exit the venture;
Our partners may have the right to remove us as the general partner or managing member in certain cases involving cause; and
Our subsidiaries that would be the general partner or managing member of the joint ventures could be generally liable, under applicable law or the governing agreement of a venture, for the debts and obligations of the venture, subject to certain exculpation and indemnification rights pursuant to the terms of the governing agreement.

Damage to our reputation could adversely affect our ability to generate revenuesbusiness, financial condition or increase our costs and could have a Material Adverse Effect on us.result of operations.

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
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underperform, our tenants or managers default or in other instances that result in misalignment with those parties. Damage to various operational risks, liabilitiesour reputation could result in a decrease in the market price of our common stock or make it more difficult to continue to grow and claims thatexpand our relationships with our tenants, managers, development partners and lenders, which could increase our costs or adversely affect our abilitybusiness, financial condition and results of operations.

Development, redevelopment and construction risks could affect our profitability.

We invest in various development and redevelopment projects. In deciding whether to 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:

Tenants may not lease the amount of space projected or at the projected rental rate levels or lease on the inabilityprojected schedule, including due to achieve economic resident fees (including anticipated increases in those fees), increasesincreased competition in the costmarket and other market and economic conditions;
Our underwriting assumptions and other financial and operating metrics that we develop, such as the estimated costs necessary to develop or redevelop the property, may be inaccurate, in which case we may not be able to realize the expected benefits of food,the project;
We may not complete the project on schedule or within budgeted amounts;
We may not be able to recognize rental revenue even though cash rent is being paid and the lease has commenced;
We may encounter delays in obtaining or we may fail to obtain necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations;
We may be unable to obtain financing for the project on favorable terms or at all, including at the maturity of an applicable construction loan;
Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or cause us to incur additional costs, including through rent abatement;
Volatility in the price of construction materials energy,or labor (asmay increase our project costs;
Any partners in the project may maintain significant decision-making authority with respect to the project, which lessens our control and could lead to increased costs, project delays or disputes;
Our builders or development managers may fail to meet their obligations to us or satisfy the expectations of our tenants and partners; and
We may incorrectly forecast risks associated with development in new geographic regions or addressing markets that are new to us, including new markets where we may not have sufficient depth of market knowledge.

We may face increased risks and costs associated with volatility in materials and labor prices or as a result of unionizationsupply chain or otherwise) or other services, rent control regulations, nationalprocurement disruptions, which may adversely affect the status of our construction projects.

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.

Our ownership of properties outside the United States exposes us to different risks than those associated with our domestic properties.

Our current or future ownership of properties outside the United States subjects us to risks that may be different or greater than those we face with our domestic properties. These risks include, but are not limited to:

Challenges with respect to repatriation of foreign earnings and cash;

Foreign ownership restrictions with respect to operations in countries in which we own properties;

Regional or country-specific business cycles and economic instability;

Challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and legal proceedings;

Differences in lending practices and the willingness of domestic or foreign lenders to provide financing; and

Failure to comply with applicable laws and regulations in the United States that affect foreign operations, including, but not limited to, performance of third-party suppliers and contractors; overall market supply and demand; government regulation and changes in general business, economic or political conditions. As a result, the U.S. Foreign Corrupt Practices Act.costs of construction materials and skilled labor required for the completion of our development and redevelopment projects may fluctuate significantly over time.

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.

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

If any of the risks described above occur, our development and redevelopment projects may not yield anticipated returns, which our seniors housing communities and MOBs are located could adversely affect our future occupancy rates, operating marginsbusiness, financial condition and profitability.results of operations.
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Limited barriers to entry in the seniors housing and MOB industries could lead to the development of new seniors housing communities or MOBs that outpaces demand. Data published by the National Investment Center for Seniors Housing & Care has indicated deliveries of new seniors housing communities will remain at elevated levels in 2019, especially in certain geographic markets. If development outpaces demand for those assets in the markets in which our properties are located, those markets may become saturated and we could experience decreased occupancy, reduced operating margins and lower profitability, which could have a Material Adverse Effect on us.

We have now, and may have in the future, exposure to contingent rent escalators, which could hinder our growth and profitability.

We derive a significant portion of our revenues from leasing properties pursuant to long-term triple-net leases that generally provide for fixed rental rates, subject to annual escalations. In certain cases, the annual escalations are contingent upon the achievement of specified revenue parameters or based on changes in CPI, with caps and floors. If, as a result of weak economic conditions or other factors, the properties subject to these leases do not generate sufficient revenue to achieve the specified rent escalation parameters or CPI does not increase, our growth and profitability may be hindered. If strong economic conditions result in significant increases in CPI, but the escalations under our leases are capped, our growth and profitability also may be limited.

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

Our investments in 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.

We may be unable to successfully foreclose on the collateral securing our loans and other investments, and even if we are successful in our foreclosure efforts, we may be unable to successfully sell any acquired equity interests or reposition any acquired properties, which could adversely affect our ability to recover our investments.

If a borrower defaults under mortgage or other secured loans for which we are the lender, we may attempt to foreclose on the collateral securing those loans, including by acquiring any pledged equity interests or acquiring title to the subject

properties, to protect our investment. In response, the defaulting borrower may contest our enforcement of foreclosure or other available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies, or bring claims against us for lender liability. If a defaulting borrower seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing foreclosure or other available remedies against the borrower unless relief is first obtained from the court with jurisdiction over the bankruptcy case. In addition, we may be subject to intercreditor or tri-party agreements that delay, impact, govern or limit our ability to foreclose on a lien securing a loan or otherwise delay or limit our pursuit of our rights and remedies. Any such delay or limit on our ability to pursue our rights or remedies could have a Material Adverse Effect on us.

Even if we successfully foreclose on the collateral securing our mortgage loans and other investments, 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 secured loans, and we could be required to record a valuation allowance for such losses. Moreover, the collateral may include equity interests that we are unable to sell due to securities law restrictions or otherwise, or properties that we are unable to reposition with new tenants or operators on a timely basis, if at all, or without making improvements or repairs. Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to recover our investments.

Some of our loan investments are subordinated to loans held by third parties.

Our mezzanine loan investments are subordinated to senior secured loans held by other investors that encumber the same real estate. If a senior secured loan is foreclosed, that foreclosure would extinguish our rights in the collateral for our mezzanine loan. In order to protect our economic interest in that collateral, we would need to be prepared, on an expedited basis, to advance funds to the senior lenders in order to cure defaults under the senior secured loans and prevent such a foreclosure. If a senior secured loan has matured or has been accelerated, then in order to protect our economic interest in the collateral, we would need to be prepared, on an expedited basis, to purchase or pay off that senior secured loan, which could require an infusion of fresh capital as large or larger than our initial investment. Our ability to sell or syndicate a mezzanine loan could be limited by transfer restrictions in the intercreditor agreement with the senior secured lenders. Our ability to negotiate modifications to the mezzanine loan documents with our borrowers could be limited by restrictions on modifications in the intercreditor agreement. Since mezzanine loans are typically secured by pledges of equity rather than direct liens on real estate, our mezzanine loan investments are more vulnerable than our mortgage loan investments to losses caused by competing creditor claims, unauthorized transfers, or bankruptcies.

expire.
Our tenants, operators and managers may be adversely affected by healthcare regulation and enforcement
.

Regulation of the healthcare industry generally has intensified over time both in the number and type of regulations and in the efforts to enforce those regulations. This is particularly true for large for-profit, multi-facility providers like Atria, Sunrise, Brookdale Senior Living, Ardent, Kindred and ESL. Federal, state and local laws and regulations affecting the healthcare industry include those relating to, among other things, licensure, conduct of operations, ownership of facilities, addition of facilities and equipment, allowable costs, services, prices for services, qualified beneficiaries, quality of care, patient rights, fraudulent or abusive behavior, financial and other arrangements that may be entered into by healthcare providers and the research, development, clinical testing, manufacture and marketing of research and innovation products. In addition, changes in enforcement policies by federal and state governments have resulted in an increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See “Governmental Regulation—Healthcare Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K. We are unable to predict the scope of future federal, state and local regulations and legislation, including the Medicare and Medicaid statutes and regulations, or the intensity of enforcement efforts with respect to such regulations and legislation, and any changes in the regulatory framework could have a material adverse effect on our tenants, operators and managers, which, in turn, could have a Material Adverse Effect on us.

If our tenants, operators and managers fail to comply with the extensive laws, regulations and other requirements applicable to their businesses and the operation of our properties, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, face bans on admissions of new patients or residents, suffer civil or criminal penalties or be required to make significant changes to their operations. Our tenants, operators and managers also could face increased costs related to changes in healthcare regulation, such as a shift toward less comprehensive health coverage, or be forced to expend considerable resources in responding to an investigation or other enforcement action under applicable laws or regulations. In such event, the results of operations and financial condition of our tenants, operators and managers and the results of operations of our properties operated or managed by those entities could be adversely affected, which, in turn, could have a Material Adverse Effect on us.

Changes in the reimbursement rates or methods of payment from third-party payors, including insurance companies and the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on us.

Certain of our tenants and operators rely on reimbursement from third-party payors, including the Medicare (both traditional Medicare and "managed" Medicare/Medicare Advantage) and Medicaid programs, for substantially all of their revenues. Federal and state legislators and regulators have adopted or proposed various cost-containment measures that would limit payments to healthcare providers, and budget crises and financial shortfalls have caused states to implement or consider Medicaid rate freezes or cuts. See “Governmental Regulation—Healthcare Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K. Private third-party payors also have continued their efforts to control healthcare costs. In addition, coverage expansions via the ACA through Medicaid expansion and health insurance exchanges may be scaled back under regulations promulgated by the current presidential administration. We cannot assure you that our tenants and operators who currently depend on governmental or private payor reimbursement will be adequately reimbursed for the services they provide. Significant limits by governmental and private third-party payors on the scope of services reimbursed or on reimbursement rates and fees, whether from legislation, administrative actions or private payor efforts, could have a material adverse effect on the liquidity, financial condition and results of operations of certain of our tenants and operators, which could affect adversely their ability to comply with the terms of our leases and have a Material Adverse Effect on us.

The healthcare industry trend away from a traditional fee for service reimbursement model towards value-based payment approaches may negatively impact certain of our tenants’ revenues and profitability.

Certain of our tenants, specifically those providers in the post-acute and health system space, are subject to the broad trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Medicare no longer reimburses hospitals for care related to certain preventable adverse events and imposes payment reductions on hospitals for preventable readmissions. These punitive approaches could be expanded to additional types of providers in the future.

We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts. For example, several of the nation’s largest commercial payors are increasing reliance on value-based reimbursement arrangements. We are unable at this time to predict how this trend will affect the revenues and profitability of those of our tenants who are providers of healthcare services; however, if this trend significantly and adversely affects their profitability, it could in turn negatively affect their ability and willingness to comply with the terms of their leases with us and or renew those leases upon expiration, which could have a Material Adverse Effect on us.

If controls imposed on certain of our tenants who provide healthcare services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay affect inpatient volumes at our healthcare facilities, the financial condition or results of operations of those tenants could be adversely affected.

Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization reviews,” have affected and are expected to continue to affect certain of our healthcare facilities, specifically our acute care hospitals and post-acute facilities. Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required preadmission authorization and utilization review and by payor pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Efforts to impose more stringent cost controls and reductions are expected to continue, which could negatively impact the financial condition of our tenants who provide healthcare services in our hospitals and post-acute facilities. If so, this could adversely affect these tenants’ ability and willingness to comply with the terms of their leases with us and or renew those leases upon expiration, which could have a Material Adverse Effect on us.

The implementation of new patient criteria for LTACs will change the basis upon which certain of our tenants are reimbursed by Medicare, which could adversely affect those tenants’ revenues and profitability.
As part of the Pathway for SGR Reform Act of 2013 enacted on December 26, 2013, Congress adopted various legislative changes impacting LTACs. These legislative changes create new Medicare criteria and payment rules for LTACs, and could have a material adverse impact on the revenues and profitability of the tenants of our LTACs. This material adverse impact could, in turn, negatively affect those tenants’ ability and willingness to comply with the terms of their leases with us or renew those leases upon expiration, which could have a Material Adverse Effect on us.

The hospitals on or near whose campuses our MOBs are located and their affiliated health systems could fail to remain competitive or financially viable, which could adversely impact their ability to attract physicians and physician groups to our MOBs.

Our MOB operations depend on the competitiveness and financial viability of the hospitals on or near whose campuses our MOBs are located and their ability to attract physicians and other healthcare-related clients to our MOBs. The viability of these hospitals, in turn, depends on factors such as the quality and mix of healthcare services provided, competition for patients, physicians and physician groups, demographic trends in the surrounding community, market position and growth potential, as well as the ability of the affiliated health systems to provide economies of scale and access to capital. If a hospital on or near whose campus one of our MOBs is located fails or becomes unable to meet its financial obligations, and if an affiliated health system is unable to support that hospital, the hospital may be unable to compete successfully or could be forced to close or relocate, which could adversely impact its ability to attract physicians and other healthcare-related clients. Because we rely on proximity to and affiliations with hospitals to create leasing demand in our MOBs, a hospital’s inability to remain competitive or financially viable, or to attract physicians and physician groups, could materially adversely affect our MOB operations and have a Material Adverse Effect on us.

Our development and redevelopment projects, including projects undertaken through our joint ventures, may not yield anticipated returns.

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

We may be unable to obtain financing for the project on favorable terms or at all;

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

We may not be able to recognize rental revenue in some cases although cash rent is being paid and the lease has commenced;

We may encounter delays in obtaining or fail to obtain all necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations, or underestimate the costs necessary to develop or redevelop the property to market standards;

Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or cause us to incur additional costs;

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

In the case of our MOB developments, hospitals or health systems may maintain significant decision-making authority with respect to the development schedule;

Our builders may fail to perform or satisfy the expectations of our clients or prospective clients;

We may incorrectly forecast risks associated with development in new geographic regions;

Tenants may not lease space at the quantity or rental rate levels or on the schedule projected;

Demand for our project may decrease prior to completion, due to competition from other developments; and

Lease rates and rents at newly developed or redeveloped properties may fluctuate based on factors beyond our control, including market and economic conditions.

If any of the risks described above occur, our development and redevelopment projects, including projects undertaken through our joint ventures, may not yield anticipated returns, which could have a Material Adverse Effect on us.


Our investments in joint ventures and unconsolidated entities could be adversely affected by our lack of sole decision-making authority, our reliance on our joint venture partners’ financial condition, any disputes that may arise between us and our joint venture partners, and our exposure to potential losses from the actions of our joint venture partners.

As of December 31, 2018, we owned 36 MOBs, 12 research and innovation centers, nine seniors housing communities and one IRF through consolidated joint ventures, and we had 25% ownership interests in four seniors housing communities and one MOB through investments in unconsolidated entities. In addition, we had a 34% ownership interest in Atria, a 34% ownership interest in ESL and a 9.8% interest in Ardent as of December 31, 2018. These joint ventures and unconsolidated entities involve risks not present with respect to our wholly owned properties, including the following:

We may be unable to take actions that are opposed by our joint venture partners under arrangements that require us to share decision-making authority over major decisions affecting the ownership or operation of the joint venture and any property owned by the joint venture, such as the sale or financing of the property or the making of additional capital contributions for the benefit of the property;

For joint ventures in which we have a noncontrolling interest, our joint venture partners may take actions that we oppose;

Our ability to sell or transfer our interest in a joint venture to a third party may be restricted if we fail to obtain the prior consent of our joint venture partners;

Our joint venture partners may become bankrupt or fail to fund their share of required capital contributions, which could delay construction or development of a property or increase our financial commitment to the joint venture;

Our joint venture partners may have business interests or goals with respect to a property that conflict with our business interests and goals, including with respect to the timing, terms and strategies for investment, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;

Disagreements with our joint venture partners could result in litigation or arbitration that increases our expenses, distracts our officers and directors, and disrupts the day-to-day operations of the property, including by delaying important decisions until the dispute is resolved; and

We may suffer losses as a result of actions taken by our joint venture partners with respect to our joint venture investments.

Events that adversely affect the ability of seniors and their families to afford daily resident fees at our seniors housing communities could cause our occupancy rates, resident fee revenues and results of operations to decline.

Assisted and independent living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid. A large majority of the resident fee revenues generated by our senior living operations, therefore, are derived from private pay sources consisting of the income or assets of residents or their family members. In light of the significant expense associated with building new properties and staffing and other costs of providing services, typically only seniors with income or assets that meet or exceed the comparable region median can afford the daily resident and care fees at our seniors housing communities, and a weak economy, depressed housing market or changes in demographics could adversely affect their continued ability to do so. If the managers of our seniors housing communities are unable to attract and retain seniors that have sufficient income, assets or other resources to pay the fees associated with assisted and independent living services, the occupancy rates, resident fee revenues and results of operations of our senior living operations could decline, which, in turn, could have a Material Adverse Effect on us.

Our tenants in the research and innovation industry face high levels of regulation, expense and uncertainty.

Research and innovation tenants, particularly those involved in developing and marketing pharmaceutical products, are subject to certain unique risks, including the following:

Some of our tenants require significant outlays of funds for the research and development and clinical testing of their products and technologies. The economic environment in recent years has significantly impacted the ability of these companies to access the capital markets and venture capital funding. In addition, state and federal government and university budgets have been negatively impacted by the recent economic environment and, as a result certain programs, including grants related to biotechnology research and development, may be at risk of being eliminated or

cut back significantly. If private investors, the government, universities, public markets or other sources of funding are unavailable to support such development, a tenant’s business may fail.

The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals. The approval process is typically long, expensive and uncertain. Even if our tenants have sufficient funds to seek approvals, one or all of their products may fail to obtain the required regulatory approvals on a timely basis or at all. Furthermore, our tenants may only have a small number of products under development. If one product fails to receive the required approvals at any stage of development, it could significantly adversely affect our tenant’s entire business and its ability to pay rent.

Our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws. Failure to do so could jeopardize their ability to profit from their efforts and to protect their products from competition.

Collaborative relationships with other research and innovation entities may be crucial to the development, manufacturing, distribution or marketing of our tenants’ products. If these other entities fail to fulfill their obligations under these collaborative arrangements, our tenants’ businesses will suffer.

Legislation to reform the U.S. healthcare system, including regulations and legislation relating to the ACA, may include government intervention in product pricing and other changes that adversely affect reimbursement for our tenants’ marketable products. In addition, sales of many of our tenants’ marketable products are dependent, in large part, on the availability and extent of reimbursement from government health administration authorities, private health insurers and other organizations. Changes in government regulations, price controls or third-party payors’ reimbursement policies may reduce reimbursement for our tenants’ marketable products and adversely impact our tenants’ businesses.

We cannot assure you that our tenants in the research and innovation industry will be successful in their businesses. If our tenants’ businesses are adversely affected, they may have difficulty making payments to us, which could materially adversely affect our business, results of operations and financial condition.

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

We maintain or require in our lease, management and other agreements that our tenants, operators and managers maintain all applicable lines of insurance on our properties and their operations. Although we regularly review the amount and scope of insurance provided by our policies and required to be maintained by our tenants, operators and managers and believe the coverage provided to be customary for similarly situated companies in our industry, we cannot assure you that we or our tenants, operators and managers will continue to be able to maintain adequate levels of insurance. We also cannot assure you that we or our tenants, operators and managers will maintain the required coverages, that we will continue to require the same levels of insurance under our lease, management and other agreements, that such insurance will be available at a reasonable cost in the future or that the policies maintained will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we make any guaranty as to the future financial viability of the insurers that underwrite our policies and the policies maintained by our tenants, operators and managers.

For various reasons, including to reduce and manage costs, many healthcare companies utilize different organizational and corporate structures coupled with self-insurance trusts or captive programs that may provide less insurance coverage than a traditional insurance policy. Companies that insure any part of their general and professional liability risks through their own captive limited purpose entities generally estimate the future cost of general and professional liability through actuarial studies that rely primarily on historical data. However, due to the rise in the number and severity of professional claims against healthcare providers, these actuarial studies may underestimate the future cost of claims, and reserves for future claims may not be adequate to cover the actual cost of those claims. As a result, the tenants and operators of our properties who self-insure could incur large funded and unfunded general and professional liability expenses, which could materially adversely affect their liquidity, financial condition and results of operations and, in turn, their ability to satisfy their obligations to us. If we or the managers of our senior living operations decide to implement a captive or self-insurance program, any large funded and unfunded general and professional liability expenses incurred could have a Material Adverse Effect on us.

Should an uninsured loss or a loss in excess of insured limits occur, we could incur substantial liability or lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenues from the property. Following the occurrence of such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations

related to the property. We cannot assure you that material uninsured losses, or losses in excess of insurance proceeds, will not occur in the future.

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

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.

Significant legal actions or regulatory proceedingsOur Capital Structure Risks

Market conditions and the actual and perceived state of the capital markets generally could subject us ornegatively impact our tenants, operators and managers to increased operating costs and substantial uninsured liabilities, which could materially adversely affect our or their liquidity,business, financial condition and results of operations.

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.

In certain cases, we and our tenants, operators and managers may be subject to professional liability claims brought by plaintiffs’ attorneys seeking significant punitive damages and attorneys’ fees. Due to the historically high frequency and severity of professional liability claims against seniors housing and healthcare providers, the availability of professional liability insurance has decreased and the premiums on such insurance coverage remain costly. As a result, insurance protection against such claims may not be sufficient to cover all claims against us or our tenants, operators or managers, and may not be available at a reasonable cost. If we or our tenants, operators and managers are unable to maintain adequate insurance coverage or are required to pay punitive damages, we or they may be exposed to substantial liabilities.

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

As our reliance on technology has increased, our business is subject to greater risk from cyber incidents, including attempts to gain unauthorized access to our or our managers’ systems to disrupt operations, corrupt data or steal confidential information, and other electronic security breaches.  While we and our managers have implemented measures to help mitigate these threats, such measures cannot guarantee that we will be successful in preventing a cyber incident.  The occurrence of a cyber incident could disrupt our operations,rising prices or the operationsperception by consumers of our managers, compromise the confidential information of our employeesweak or the residentsweakening economic conditions may reduce disposable income and impact consumer spending in our seniorshealthcare or senior housing, communities, and/or damage our business relationships and reputation.

Our operators may be sued under a federal whistleblower statute.

Our operators who engage in business with the federal government may be sued under a federal whistleblower statute designed to combat fraud and abuse in the healthcare industry. See “Governmental Regulation—Healthcare Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K. These lawsuits can involve significant monetary damages and award bounties to private plaintiffs who successfully bring these suits. If any of these lawsuits were brought against our

operators, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse effect on our operators’ liquidity, financial condition and results of operations and on their ability to satisfy their obligations under our leases,for example, which in turn, could have a Material Adverse Effect on us.

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

Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for costs related to the investigation, removal and remediation of hazardous or toxic substances or petroleum that are released from or are present at or under, or that are disposed of in connection with such property. Owners of real property may also face other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In certain circumstances, environmental liability may result from the activities of a current or former operator of the property. Although we generally have indemnification rights against the current operators of our properties for contamination caused by them, such indemnification may not adequately cover all environmental costs. See “Governmental Regulation—Environmental Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K.

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

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our key officers and employees or that we will be able to attract and retain other highly qualified individuals in the future. Losing any one or more of these persons could have a Material Adverse Effect on us.

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

Pursuant to 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 such 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 misstatement and can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls over financial reporting and our operating internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, our business, results of operations and financial condition could be materially adversely harmed and we could fail to meet our reporting obligations.

Economic and other conditions that negatively affect geographic locations to which a greater percentage of our NOI is attributed could adversely affect our financial results.

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
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variable-rate facilities and competitionin the long term, increase our financing costs as we refinance our existing variable-rate and fixed-rate long-term borrowings, or decreased demand for our properties, regional climate events and changesincur additional interest expense related to the issuance of incremental debt.

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.

Wefinancing that we have or may be adversely affected by fluctuations in currency exchange rates.

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


Risks Arising from Our Capital Structure

We may become more leveraged.

As of December 31, 2018, we had approximately $10.7 billion of outstanding indebtedness. The instruments governing our existing indebtedness permit us to incur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additional borrowings. A high level of indebtedness would require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, thereby reducing the funds available to implement our business strategy and make distributions to stockholders. A high level of indebtedness could also have the following consequences:

Potential limits onobtain; (iii) our ability to adjust rapidly to changing market conditionsmake principal and vulnerability in the event of a downturn in general economic conditionsinterest payments on, or in the real estate or healthcare industries;

Potential impairment ofrefinance when due, any outstanding indebtedness; (iv) our ability to obtain additional financingpay a dividend and (v) the ability of our tenants to execute on our business strategy; and

Potential downgradeenter into new leasing transactions or satisfy rental payments under existing leases. Disruptions in the ratingcapital and credit markets may also adversely affect the market price of our debt securities by one or more rating agencies, which could have the effect of, among other things, limiting our access to capital and increasing our cost of borrowing.securities.

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

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

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

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

We have a significant amount of outstanding indebtedness and financial condition.

Changesmay incur additional indebtedness in the method pursuantfuture.

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:

LIBORPotential limits on our ability to adjust rapidly to changing market conditions and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently thanvulnerability in the pastevent of a downturn in general economic conditions or cause other unanticipated consequences. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intendsin the real estate or healthcare industries;

Potential impairment of our ability to stop encouraging or requiring banksobtain additional financing to submit rates for the calculation of LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest ratesexecute on our currentbusiness strategy; and

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

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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.


foreclosed upon or transferred to the mortgagee with a resulting loss of income and asset value.

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

We cannot assure you that we will be able to raise the capital necessary to meet our debt service obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy if our cash flow from operations is insufficient to satisfy these needs, 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.

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

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.

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

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

The phasing out of LIBOR may affect our financial results.

LIBOR and certain other interest “benchmarks” are subject to regulatory guidance and reform that have caused and may in the future cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. Following announcements by the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, and ICE Benchmark Administration Limited, which administers LIBOR publication, publication of most LIBOR settings ceased after December 31, 2021. While publication of the remaining U.S. dollar LIBOR settings is expected to
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cease after June 30, 2023, U.S., European Union and U.K. regulators have discouraged use of LIBOR for any new contracts entered into after year-end 2021. We have already transitioned certain foreign LIBOR rates used in our Line of Credit that were discontinued at year-end 2021. While there are other rates that have gained market acceptance as alternatives to LIBOR, the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, selected SOFR as the recommended alternative to U.S. dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and the Federal Reserve Bank of New York started to publish the SOFR in April 2018. The discontinuation, reform or replacement of LIBOR or any other benchmark rates may have an unpredictable impact on contractual mechanics in the credit markets or cause disruption to the broader financial markets and could have an adverse effect on LIBOR-based interest rates on our current or future debt obligations. Specifically, significant portions of the market for new LIBOR-based transactions could experience materially reduced liquidity or pricing transparency. There can be no assurance that any agreement we reach to replace LIBOR in any contract will result in effective interest rates at least as favorable to us as our current effective interest rates. The failure to reach an agreement on a replacement benchmark, or the failure to reach an agreement that results in an effective interest rate at least as favorable to us as our current effective interest rates, could result in an increase in our debt service obligations, which could adversely affect our financial condition and results of operations.

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

The terms of the instruments governing our existing indebtedness require us to comply with certain customary financial and other covenants, such as maintaining debt service coverage, leverage ratios and minimum net worth requirements. Our continued ability to incur additional debt and to conduct business in general is subject to our compliance with these covenants, which limit our operational flexibility. Breaches of these covenants could result in defaults under the applicable debt instruments and could trigger defaults under any of our other indebtedness that is cross-defaulted against such instruments, even if we satisfy our payment obligations. 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.

Our Legal, Compliance and Regulatory Risks

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

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

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
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us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification.

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

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

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

We and our tenants, managers and borrowers are subject to or impacted by extensive and frequently changing federal, state, local and international laws and regulations. For example, the healthcare industry is subject to laws and regulations that relate to, among other things, licensure and certificates of need, conduct of operations, ownership of communities and facilities, construction of new communities and facilities and addition of equipment, governmental reimbursement programs, such as Medicare and Medicaid, allowable costs, services, prices for services, qualified beneficiaries, appropriateness and classification of care, patient rights, resident health and safety, data privacy and security laws, wage and hour laws, fraud and abuse and financial and other arrangements that may be entered into by healthcare providers. We generally hold the applicable healthcare licenses and enroll in applicable government healthcare programs on behalf of the properties in our 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.

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

Our investments may expose us to unknown liabilities.

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

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

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

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

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

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

Liabilities for taxes relating to periods prior to our acquisition.

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

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

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

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

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

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

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

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

Under the Sarbanes-Oxley Act of 2002, we are required to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of that control. Because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud, effective internal controls over financial reporting may not prevent or detect material misstatement and can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls over financial reporting and our operating internal controls, including any failure to implement required new or improved controls as a 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.

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

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

Our REIT Status Risks

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

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

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

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

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

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


Qualification as a REIT involves the application of highly technical and complex provisions of the 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
33


for tax purposes. In order to maintain our qualification as a REIT, we must satisfy a number of requirements, generally including requirements regarding the ownership of our stock, requirements regarding the composition of our assets, a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, and we musta requirement to make distributions to our stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains. Although we believe that we currently qualify as a REIT, we cannot assure you that we will continue to qualify for all future periods.

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

To comply with the 90% distribution requirement applicable to REITs and to avoid 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.

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

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

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

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

Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more 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.


Complying with REIT requirements may cause us to forego otherwise attractive opportunities (including investing in our tenants) or liquidate otherwise attractive investments.
34



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

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

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

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

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

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

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, U.S. Treasury Department regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

The Tax Cuts and Jobs ActVentas may incur adverse tax consequences if New Senior or any of 2017 (the “2017 Tax Act”) significantly changed the U.S. federal income taxation of U.S. businesses and their owners, includingVentas’s subsidiary REITs and their stockholders. Changes made by the 2017 Tax Act that could affect us and our stockholders include:

temporarily reducing individualfailed to qualify as a REIT for U.S. federal income tax ratespurposes.

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;

permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax ratedisposition of 35%, and replacing it with a flat corporate tax rateany of 21%;

permitting a deduction for certain pass-through business income, including dividends received by our stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;

reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;

limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of REIT taxable income (prior to the application of the dividends paid deduction);

generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers (including most equity REITs) that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and

eliminating the corporate alternative minimum tax.

Many of these changes were effective immediately, without any transition periods or grandfathering for existing transactions. The 2017 Tax Act is unclear in many respects andNew Senior’s assets, Ventas could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury Department and IRS, any of which could lessencorporate-level tax with respect to all or increase the impacta portion of the 2017 Tax Act. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable incomegain so recognized. Ventas’s REIT status also depends on the ongoing qualification of subsidiary entities qualifying as REITs or TRSs, as applicable, as a starting point for computing state and local tax liabilities. While someresult of the changes made by the 2017 Tax Act may adversely affect usits substantial ownership interest in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors and auditors to determine the full impact that the 2017 Tax Act as a whole will have on us.those entities.


ITEM 1B.    Unresolved Staff Comments

None.

35


ITEM 2.    Properties

SeniorsSenior Housing and Healthcare Properties

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).


:
36


Seniors Housing
Communities
 SNFs MOBs Research and Innovation Centers IRFs and LTACs Health Systems Senior Housing
Communities
SNFsMOBsLife Science, Research and Innovation CentersIRFs and LTACsHealth Systems
Geographic Location
# of
Properties
 Units # of Properties Licensed Beds # of Properties 
Square Feet(1)
 # of Properties 
Square Feet(1)
 # of Properties Licensed Beds # of Properties Licensed BedsGeographic Location# of
Properties
Units# of PropertiesLicensed Beds# of Properties
Square Feet(1)
# of Properties
Square Feet(1)
# of PropertiesLicensed Beds# of PropertiesLicensed Beds
Alabama6
 409
 
 
 4
 469
 
 
 
 
 
 
Alabama234 — — 469 — — — — — — 
ArkansasArkansas413 — — — — — — — — — — 
Arizona28
 2,436
 
 
 14
 880
 
 
 1
 60
 
 
Arizona27 2,370 — — 15 962 227 60 — — 
Arkansas4
 296
 
 
 1
 5
 
 
 
 
 
 
California84
 9,572
 
 
 28
 2,106
 
 
 6
 503
 
 
California85 9,710 — — 29 2,330 784 455 — — 
Colorado15
 1,257
 1
 82
 13
 896
 
 
 1
 68
 
 
Colorado20 1,816 82 11 605 — — 68 — — 
Connecticut14
 1,718
 
 
 
 
 2
 1,032
 
 
 
 
Connecticut14 1,751 — — — — 1,032 — — — — 
District of Columbia
 
 
 
 2
 102
 
 
 
 
 
 
District of Columbia— — — — 102 — — — — — — 
Florida46
 4,372
 
 
 14
 318
 1
 252
 6
 508
 
 
Florida46 4,251 — — 11 223 252 508 — — 
Georgia19
 1,703
 
 
 14
 1,187
 
 
 
 
 
 
Georgia20 1,812 — — 12 1,090 — — — — — — 
HawaiiHawaii123 — — — — — — — — — — 
IowaIowa215 — — — — — — — — — — 
Idaho1
 70
 
 
 
 
 
 
 
 
 
 
Idaho70 — — — — — — — — — — 
Illinois25
 2,957
 1
 82
 36
 1,448
 1
 129
 4
 430
 
 
Illinois26 3,066 82 35 1,424 129 430 — — 
Indiana9
 670
 
 
 23
 1,603
 
 
 1
 59
 
 
Indiana462 — — 22 1,597 — — 59 — — 
Kansas9
 541
 
 
 1
 33
 
 
 
 
 
 
Kansas11 871 — — — — — — — — — — 
Kentucky9
 818
 
 
 4
 173
 
 
 1
 384
 
 
Kentucky624 — — 73 — — 384 — — 
Louisiana1
 58
 
 
 6
 396
 
 
 
 
 
 
Louisiana281 — — 362 — — — — — — 
MassachusettsMassachusetts17 2,093 — — — — 78 — — — — 
MarylandMaryland282 — — 83 910 — — — — 
Maine6
 452
 
 
 
 
 
 
 
 
 
 
Maine452 — — — — — — — — — — 
Maryland5
 360
 
 
 2
 83
 5
 467
 
 
 
 
Massachusetts15
 1,788
 
 
 
 
 
 
 
 
 
 
Michigan22
 1,388
 
 
 14
 599
 
 
 
 
 
 
Michigan23 1,585 — — 13 589 — — — — — — 
Minnesota14
 856
 
 
 4
 241
 
 
 
 
 
 
Minnesota14 856 — — 159 — — — — — — 
MissouriMissouri474 — — 20 1,119 818 60 — — 
Mississippi
 
 
 
 1
 51
 
 
 
 
 
 
Mississippi94 — — 51 — — — — — — 
Missouri2
 153
 
 
 21
 1,166
 5
 818
 1
 60
 
 
Montana3
 222
 
 
 
 
 
 
 
 
 
 
Montana464 — — — — — — — — — — 
North CarolinaNorth Carolina30 2,655 — — 17 831 10 1,712 124 — — 
North DakotaNorth Dakota115 — — 114 — — — — — — 
Nebraska1
 133
 
 
 
 
 
 
 
 
 
 
Nebraska253 — — — — — — — — — — 
Nevada3
 326
 
 
 5
 416
 
 
 1
 52
 
 
New Hampshire1
 126
 
 
 
 
 
 
 
 
 
 
New Hampshire242 — — — — — — — — — — 
New Jersey12
 1,137
 1
 153
 3
 37
 
 
 
 
 
 
New Jersey14 1,301 153 37 — — — — — — 
New Mexico4
 453
 
 
 
 
 
 
 2
 123
 4
 544
New Mexico451 — — — — — — 123 544 
NevadaNevada621 — — 416 — — 52 — — 
New York42
 4,604
 
 
 4
 244
 
 
 
 
 
 
New York40 4,689 — — 244 — — — — — — 
North Carolina22
 1,769
 
 
 17
 724
 8
 1,539
 1
 124
 
 
North Dakota2
 115
 
 
 1
 114
 
 
 
 
 
 
Ohio20
 1,273
 1
 150
 28
 1,226
 
 
 1
 50
 
 
Ohio26 1,901 — — 14 504 — — 50 — — 
Oklahoma8
 465
 
 
 1
 80
 
 
 
 
 4
 954
Oklahoma559 — — 80 — — — — 954 
Oregon29
 2,585
 
 
 1
 105
 
 
 
 
 
 
Oregon30 2,879 — — 105 — — — — — — 
Pennsylvania31
 2,399
 4
 620
 9
 713
 5
 862
 1
 52
 
 
Pennsylvania36 3,249 620 613 953 52 — — 
Rhode Island4
 399
 
 
 
 
 2
 385
 
 
 
 
Rhode Island399 — — — — 580 — — — — 
South Carolina4
 318
 
 
 21
 1,153
 
 
 
 
 
 
South Carolina614 — — 20 1,093 — — — — — — 
South Dakota4
 182
 
 
 
 
 
 
 
 
 
 
South Dakota328 — — — — — — — — — — 
Tennessee18
 1,476
 
 
 10
 395
 
 
 1
 49
 
 
Tennessee19 1,475 — — 252 — — 49 — — 
Texas48
 3,899
 
 
 17
 863
 
 
 9
 602
 1
 445
Texas54 4,676 — — 16 886 — — 617 445 
Utah3
 321
 
 
 
 
 
 
 
 
 
 
Utah662 — — — — — — — — — — 
Virginia8
 664
 
 
 5
 231
 3
 453
 
 
 
 
Virginia11 1,009 — — 231 453 — — — — 
Washington28
 2,652
 5
 469
 10
 579
 
 
 
 
 
 
Washington21 2,184 469 10 579 — — — — — — 
WisconsinWisconsin47 2,451 — — 15 745 — — — — — — 
West Virginia2
 131
 4
 326
 
 
 
 
 
 
 
 
West Virginia123 326 — — — — — — — — 
Wisconsin44
 2,174
 
 
 21
 1,105
 
 
 
 
 
 
Wyoming2
 169
 
 
 
 
 
 
 
 
 
 
Wyoming169 — — — — — — — — — — 
Total U.S.677
 59,866
 17
 1,882
 355
 19,741
 32
 5,937
 37
 3,124

9

1,943
Total U.S.728 67,374 16 1,732 313 17,965 43 7,930 36 3,091 10 1,943 
Canada41
 4,499
 
 
 
 
 
 
 
 
 
 
Canada81 15,195 — — — — — — — — — — 
United Kingdom12
 779
 
 
 
 
 
 
 
 
 3
 121
United Kingdom12 776 — — — — — — — — 121 
Total730
 65,144
 17
 1,882
 355
 19,741
 32
 5,937
 37
 3,124

12

2,064
Total821 83,345 16 1,732 313 17,965 43 7,930 36 3,091 13 2,064 

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

37


Square Feet are in thousands

Corporate Offices

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

ITEM 3.    Legal Proceedings

The information contained in “NOTE 14—COMMITMENTS AND CONTINGENCIES”“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 is incorporated by reference into this Item 3. Except as set forth therein, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings.

ITEM 4.    Mine Safety Disclosures

Not applicable.

38


PART II

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

Market Information

Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” As of February 5, 2019, we had 356.615, 2022, there were 399.5 million shares of our common stock outstanding, held by approximately 4,4703,618 stockholders of record.

Dividends and Distributions

We pay regular quarterly dividends to holders of our common stock to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), governing REITs. In order to maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to any net capital gain. In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We expect to distribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2019.2022.

In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. Because the Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results of operations and the performance and credit quality of our tenants, operators, borrowers and managers, we cannot assure you that we will maintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. Please see “Cautionary Statements” and the risk factors included in Part I, Item 1A of this Annual Report on Form 10-K for a description of other factors that may affect our distribution policy.

Director and Employee Stock Sales

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

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

Stock Repurchases

The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2018:2021:
Number of Shares
Repurchased (1)
Average Price
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
October 1 through October 31628 $55.05 — — 
November 1 through November 3056 46.92 — — 
December 1 through December 31— — — — 
Total684 $54.38 — — 
(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of the exercise, as the case may be.

39

 
Number of Shares
Repurchased (1)
 
Average Price
Per Share
October 1 through October 312,424
 $54.37
November 1 through November 30442
 $59.73
December 1 through December 31148
 $62.40


(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of the exercise, as the case may be.

Stock Performance Graph

The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 20132016 through December 31, 2018,2021, with the cumulative total returns of the NYSE Composite Index, the FTSE NAREITNareit Composite REIT Index (the “Composite REIT Index”) and the S&P 500 Index over the same period. The comparison assumes $100 was invested on December 31, 20132016 in our common stock and in each of the foregoing indexes and assumes reinvestment of dividends, as applicable. We have included the NYSE Composite Index in the performance graph because our common stock is listed on the NYSE, and we have included the S&P 500 Index because we are a member of the S&P 500. We have included the Composite REIT Index because we believe that it is most representative of the industries in which we compete, or otherwise provides a fair basis for comparison with us, and is therefore particularly relevant to an assessment of our performance. The figures in the table below are rounded to the nearest dollar.

12/31/201612/31/201712/31/201812/31/201912/31/202012/31/2021
Ventas$100 $101 $104 $108 $97 $105 
NYSE Composite Index$100 $119 $108 $136 $146 $176 
Composite REIT Index$100 $109 $105 $135 $127 $177 
S&P 500 Index$100 $122 $116 $153 $181 $233 
vtr-20211231_g1.jpg
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 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018
Ventas$100 $131 $124 $144 $145 $150
NYSE Composite Index$100 $107 $103 $115 $137 $125
Composite REIT Index$100 $127 $130 $142 $155 $149
S&P 500 Index$100 $114 $115 $129 $157 $150


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ITEM 6.    Selected Financial Data[Reserved]

You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Annual Report on Form 10-K and our Consolidated Financial Statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K, as acquisitions, dispositions, changes in accounting policies and other items may impact the comparability of the financial data.
 As of and For the Years Ended December 31,
 2018 2017 2016 2015 2014
 (Dollars in thousands, except per share data)
Operating Data         
Rental income$1,513,807
 $1,593,598
 $1,476,176
 $1,346,046
 $1,138,457
Resident fees and services2,069,477
 1,843,232
 1,847,306
 1,811,255
 1,552,951
Interest expense442,497
 448,196
 419,740
 367,114
 292,065
Property-level operating expenses1,689,880
 1,483,072
 1,434,762
 1,383,640
 1,195,388
General, administrative and professional fees151,982
 135,490
 126,875
 128,035
 121,738
Income from continuing operations415,991
 1,361,222
 652,412
 408,119
 377,266
Net income attributable to common stockholders409,467
 1,356,470
 649,231
 417,843
 475,767
Per Share Data         
Income from continuing operations:         
Basic$1.17
 $3.83
 $1.89
 $1.24
 $1.28
Diluted$1.16
 $3.80
 $1.87
 $1.22
 $1.27
Net income attributable to common stockholders:         
Basic$1.15
 $3.82
 $1.88
 $1.26
 $1.62
Diluted$1.14
 $3.78
 $1.86
 $1.25
 $1.60
Other Data         
Net cash provided by operating activities$1,381,467
 $1,428,752
 $1,354,702
 $1,402,003
 $1,252,986
Net cash provided by (used in) investing activities324,496
 (937,107) (1,214,280) (2,420,740) (2,050,515)
Net cash (used in) provided by financing activities(1,761,937) (671,327) 96,838
 1,023,058
 742,506
FFO (1)
1,308,149
 1,512,885
 1,440,544
 1,365,408
 1,273,680
Normalized FFO (1)
1,462,055
 1,491,241
 1,438,643
 1,493,683
 1,330,018
Balance Sheet Data         
Real estate investments, at cost$26,476,938
 $26,260,553
 $25,380,524
 $23,855,137
 $20,248,504
Cash and cash equivalents72,277
 81,355
 286,707
 53,023
 55,348
Total assets22,584,555
 23,954,541
 23,166,600
 22,261,918
 21,165,889
Senior notes payable and other debt10,733,699
 11,276,062
 11,127,326
 11,206,996
 10,850,273

(1)
We consider Funds From Operations (“FFO”) and normalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. In particular, we believe that normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.

FFO and normalized FFO presented in this Annual Report on Form 10-K, or otherwise disclosed by us, may not be comparable to FFO and normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO and normalized FFO should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with U.S. generally accepted accounting principles (“GAAP”)) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined

in accordance with GAAP) as measures of our liquidity, nor are FFO and normalized FFO necessarily indicative of sufficient cash flow to fund all of our needs.

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 gains or losses on re-measurement of equity method investments, and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. We define normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to lease terminations; (d) the financial impact of contingent consideration, severance-related costs and charitable donations made to the Ventas Charitable Foundation; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities; (g) expenses related to the re-audit and re-review in 2014 of our historical financial statements and related matters; and (h) net expenses or recoveries related to natural disasters.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations and Normalized Funds from Operations” included in Part II, Item 7 of this Annual Report on Form 10-K for a reconciliation of FFO and normalized FFO to our GAAP earnings.

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

The following discussion provides information that management believes is relevant to an understanding and assessment of the consolidated financial condition and results of operations of Ventas, Inc. You should read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K, as it will help you understand:and our Risk Factors included in Part I, Item 1A of this Annual Report.

OurBusiness Summary and Overview of 2021

Ventas, Inc., an S&P 500 company, and the environment in which we operate;

Our 2018 highlights and other recent developments;

Our critical accounting policies and estimates;

Our results of operations for the last three years;

Our non-GAAP financial measures:

How we manage our assets and liabilities;

Our liquidity and capital resources;

Our cash flows; and

Our future contractual obligations.

Corporate and Operating Environment

We areis a real estate investment trust (“REIT”) withoperating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of seniorssenior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare propertiesfacilities, which we generally refer to as “healthcare real estate”, located throughout the United States, Canada, and the United Kingdom. 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 seniors housing communities, medical office buildings (“MOBs”), research. Our company was originally founded in 1983 and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), health systems and skilled nursing facilities (“SNFs”), and we had 19 properties under development,

including five properties that are owned by unconsolidated real estate entities. We are an S&P 500 companyis headquartered in Chicago, Illinois.

Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in seniors housing, research and innovation anda diversified portfolio of healthcare propertiesreal estate assets through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers. As of December 31, 2018, we leased a total of 442 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.

As of December 31, 2018, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”), Sunrise Senior Living, LLC (together with itswholly owned subsidiaries “Sunrise”) and Eclipse Senior Living (“ESL”), to manage 359 seniors housing communities for us.
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 (formerly Kindred Healthcare, Inc., together with its subsidiaries, “Kindred”) leased from us 129 properties (excluding two properties managed by Brookdale Senior Living pursuant to a long-term management agreement), 11 properties and 32 properties, respectively, as of December 31, 2018.

Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real Estate Services LLC (“PMBRES”), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and non-mortgage loans and other investments relating to seniors housing and healthcare operators or properties.

co-investment entities. We conduct our operationsoperate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations. See “NOTE 19—SEGMENT INFORMATION” of the Notes toour Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information,” included in Part II, Item 8 of this Annual Report on Form 10-K.

As of December 31, 2018,Report. Our senior housing communities are either subject to triple-net leases, in which case they are included in our consolidated portfoliotriple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included 100% ownership interests in 1,126 properties and controlling joint venture interests in 58 properties, and we had non-controlling ownership interests in five properties through investments in unconsolidated entities. Through Lillibridge and PMBRES, we provided management and leasing services to third parties with respect to 83 MOBs as of December 31, 2018.

our senior living operations reportable business segment.

We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of:of (1) generating reliable and growing cash flows;flows, (2) maintaining a balanced, diversified portfolio of high-quality assets;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 that are beyond our control and fluctuate over time all 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.

2018 HighlightsContinuing Impact of and Other Recent DevelopmentsResponse to the COVID-19 Pandemic and Its Extended Consequences

For information regardingDuring fiscal 2020 and continuing into fiscal 2021, the COVID-19 pandemic has negatively affected our 2018 highlightsbusinesses in a number of ways, and other recent developments, see “Business”is expected to continue to do so.

Operating Results. Our senior living operations segment, which we also refer to as SHOP, continued to be impacted by the COVID-19 pandemic. Occupancy began to improve starting in the second quarter of 2021 and continued over the course of 2021. During 2021, a broader macro labor shortage drove increased labor costs at our communities, resulting in continued decline in NOI compared to 2020.

Provider Relief Grants. In 2020 and 2021, we applied for grants under Phase 2, Phase 3 and Phase 4 of the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19. These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions. See “Government Regulation—Governmental Response to the COVID-19 Pandemic” in Part I, Item 1 of this Annual Report.

During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in
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the period in which they were received. Subsequent to December 31, 2021, we received $34.0 million in grants in connection with our Phase 4 applications, which we expect to recognize in 2022. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund.

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

See “Risk Factors — Risks Related to the COVID-19 Pandemic” included in Part I, Item 1A of this Annual Report and“Note 1 - Description of Business - COVID-19 Update” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report for a description of charges recognized during the year ended December 31, 2020 as a result of the COVID-19 pandemic.

Select 2021 and Early 2022 Highlights

Investments and Dispositions

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

During the year ended December 31, 2021, we sold 34 MOBs, eight triple-net leased properties and 23 senior housing communities for aggregate consideration of $859.7 million and recognized gains on Form 10-K.the sale of these assets of $218.8 million in our Consolidated Statements of Income.

In October 2021, we received proceeds of $45.0 million in full repayment of a note from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.

In September 2021, we completed our acquisition of New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction, which added over 100 independent living properties to our senior housing portfolio. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing.

In September 2021, we completed a buyout of Pacific Medical Buildings’ interest in the state-of-the-art, newly developed Sutter Van Ness Medical Office Building.

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

In July 2021, we received $224 million for the full redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest. This redemption resulted in a gain of $16.6 million.

In February 2022, we closed on the acquisitions of 18 MOBs leased to affiliates of Ardent for $204 million and one senior housing community within our senior living operations reportable business segment for $105.4 million.

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Liquidity and Capital

As of December 31, 2021, we had approximately $2.5 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with $280.0 million borrowings outstanding under our commercial paper program and negligible near-term debt maturing.

In December 2021, Ventas Canada issued and sold C$475.0 million aggregate principal amount of 2.45% senior notes, Series G and C$300.0 million aggregate principal amount of 3.30% senior notes, Series H, due 2027 and 2031 at 99.79% and 99.65% of par, respectively.

In August 2021, Ventas Realty issued and sold $500.0 million aggregate principal amount of 2.50% senior notes due 2031 at an amount equal to 99.74% of par.

In August 2021, Ventas Realty Limited Partnership (“Ventas Realty”) issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.125% senior notes due 2023, resulting in a loss on extinguishment of debt of $20.9 million for the year ended December 31, 2021. The redemption settled in September 2021, principally using cash on hand.

In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole notice of redemption for the entirety of the $263.7 million aggregate principal amount of 3.25% senior notes due 2022, resulting in a loss on extinguishment of debt of $8.2 million for the year ended December 31, 2021. The redemption settled in August 2021, principally using cash on hand.

In February 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, resulting in a loss on extinguishment of debt of $27.3 million for the year ended December 31, 2021. The redemption settled in March 2021, principally using cash on hand.

In January 2021, we entered into an unsecured credit facility comprised of a $2.75 billion unsecured revolving credit facility priced at LIBOR plus 0.825%, which replaced our previous $3.0 billion unsecured revolving credit facility priced at 0.875%. The new unsecured revolving credit facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for an additional year. 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.

During 2021, we sold 10.9 million shares of our common stock under our “at-the-market” equity offering program (“ATM program”) for gross proceeds of $626.4 million, representing an average price of $57.71 per share. In November 2021, we replaced our ATM program with a similar program, under which we may sell up to an aggregate of $1.0 billion of our common stock. As of December 31, 2021, we have $1.0 billion remaining under our existing ATM program.

Portfolio

We successfully transitioned the operations of 90 senior living communities owned by us and operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to seven experienced managers by the start of January 2022. ESL is expected to cease operation of its management business in 2022 following completion of the transitions. We incurred certain one-time transition costs and expenses in connection with the transitions.

Environmental, Social and Governance

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

Other Items

In March 2021, the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”) acquired two Class-A life science properties in the Baltimore-DC life science cluster for $272 million, which increased the Ventas Fund’s assets under management to $2.1 billion.

During 2021 and in first quarter of 2022, we received $15.4 million and $34.0 million, respectively, in grants in connection with our Phase 3 and Phase 4 applications to the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19.

During the year ended December 31, 2021, we recognized $10.2 million of expenses relating to natural disaster events.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”). GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or

other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. We believe that the critical accounting policies described below, among others, affect our more significant estimates and judgments used in the preparation of our financial statements. For more information regarding our critical accounting policies, see “NOTE 2—ACCOUNTING POLICIES”“Note 2 – Accounting Policies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.

Principles of Consolidation

The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.

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As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”).

We consolidate several VIEs that share the following common characteristics:

the VIE is in the legal form of an LP or LLC;
the VIE was designed to own and manage its underlying real estate investments;
we are the general partner or managing member of the VIE;
we own a majority of the voting interests in the VIE;
a minority of voting interests in the VIE are owned by external third parties, unrelated to us;
the minority owners do not have substantive kick-out or participating rights in the VIE; and
we are the primary beneficiary of the VIE.

We have separately identified certain special purpose entities that were established to allow investments in research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and that we are the primary beneficiary of the VIEs, and therefore we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur.

Accounting for Real Estate Acquisitions


On January 1, 2017,
When we adopted Accounting Standards Update (“ASU”) 2017-01, FASB’s definition of a business and provides a framework that gives entities a basis for makingacquire real estate, we first make reasonable judgments about whether a transaction involveClarifying the Definition of a Business FASB’s definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. ASU 2017-0 (“ASU 2017-01”) which narrows the FASB’s definition of a business and provides a framework that gives entities a basisOur real estate acquisitions are generally accounted for making reasonable judgments about whether a transaction involves anas asset or a business. ASU 2017-01 sta

s an asset or a business. ASU 2017-01 states that whenacquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired asset is not a business. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. The primary differences between business combinations and asset acquisitions include recognition of goodwill at the acquisition date and expense recognition for transaction costs as incurred. We have applied ASU 2017-01 prospectively for acquisitions after January 1, 2017.1 states that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired asset is not a business. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. The primary differences between business combinations and asset acquisitions include recognition of goodwill at the acquisition date and expense recognition for transaction costs as incurred. We have applied ASU 2017-01 prospectively for acquisitions after January 1, 2017.tes that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired asset is not a business. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. The primary differences between business combinations and asset acquisitions include recognition of goodwill at the acquisition date and expense recognition for transaction costs as incurred. We have applied ASU 2017-01 prospectively for acquisitions after January 1, 2017.

assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Intangibles primarily include the value of in-place leases and acquired lease contracts.


We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.


Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations at that time.over the shortened lease term.


We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale.


We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant’s credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant, and we amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names and trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name or trademark.

In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We generally assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangibleWhere we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and liabilities within acquiredoperating lease intangibles and accounts payable and other liabilities respectively, on our Consolidated Balance Sheets.


We determine the fair value of loans receivable acquired by discounting the estimated future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings. We do not establish a valuation allowance at the acquisition date because the estimated future cash flows already

reflect our judgment regarding their uncertainty. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance, as appropriate.

We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.


We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.

45


Impairment of Long-Lived and Intangible Assets

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


If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.

We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment.

We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with the two-step approach to evaluating impairment. First, we estimate the fair value of the reporting unit and compare it to the reporting unit’s carrying value. If the carrying value exceeds fair value, we proceed with the second step, which requires us to assign the fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.

Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections, if necessary, or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data.data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.


Fair Values of Financial Instruments

Recently Issued Accounting Standards

In November 2021, the FASB issued ASU 2021-10,Fair value is Disclosures by Business Entities about Government Assistance, (“ASU 2022-10”) which requires expanded disclosure for transactions involving the receipt of government assistance. Required disclosures include a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independentdescription of the reporting entity (observable inputs that

are classified within levels one and twonature of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based ontransactions with government entities, our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activityaccounting policies for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if thereand their impact to our Consolidated Financial Statements. ASU 2021-10 is evidence that a transactioneffective for an asset or liabilityus beginning January 1, 2022 and adoption of this standard is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance ofexpected to have a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Revenue Recognition

Adoption of ASC 606

On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASC 606 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” We account for revenues from management contracts (within office building and other services revenue in our Consolidated Statements of Income) and certain point-of-sale transactions (within resident fees and services in our Consolidated Statements of Income) in accordance with ASC 606. The pattern and timing of recognition of income is consistent with the prior accounting model. All other revenues, primarily rental income from leasing activities, is accounted for in accordance with other applicable GAAP. We adopted ASC 606 using the modified retrospective method.

Triple-Net Leased Properties and Office Operations

Certain of our triple-net leases and most of our MOB and research and innovation center (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assetssignificant impact on our Consolidated Balance Sheets.Financial Statements.

Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.

Senior Living Operations

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

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to or less than our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.

Allowances

We assess the collectability of our rent receivables, including straight-line rent receivables. We base our assessment of the collectability of rent receivables (other than straight-line rent receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We base our assessment of the collectability of straight-line rent receivables on several factors, including, among other things, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we provide a reserve against the recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not be recovered. If we change our assumptions or estimates regarding the collectability of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized in the period we make such change in our assumptions or estimates.

Federal Income Tax

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

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

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

Recently Issued or Adopted Accounting Standards

In February 2016, the FASB established ASC Topic 842, Leases (“ASU 842”) by issuing ASU 2016-02, Leases (“ASU 2016-02”), which introduces a lessee model that brings most leases on the balance sheet and, among other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. ASC 842 has subsequently been amended by other issued ASUs to clarify and improve the standard as well as to provide certain practical expedients.

ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. We expect to elect these practical expedients and adopt ASC 842 on January 1, 2019 using the effective date as our date of initial application. Therefore, financial information and disclosures under ASC 842 will not be provided for periods prior to January 1, 2019.

Upon adoption, we will recognize both right of use assets and lease liabilities for leases in which we lease land, real property or other equipment. We will also begin reporting revenues and expenses within our triple-net leased properties

reportable business segment for certain real estate taxes and insurance that are the obligations of the tenants in accordance with their respective leases with us. This reporting will have no impact on our net income. Resident leases within our senior living operations reportable business segment are accounted for as leases but also contain service elements. We expect to elect the practical expedient to account for our resident leases as a single lease component. Also, upon adoption, we will begin expensing certain leasing costs, other than leasing commissions, as they are incurred, which may reduce our net income. Current GAAP provides for the deferral and amortization of such costs over the applicable lease term. We will continue to amortize any unamortized deferred lease costs as of December 31, 2018 over their respective lease terms.

As of January 1, 2019 we expect to recognize operating lease assets of $320 million to $420 million which will be presented separately on our Consolidated Balance Sheets and will include the present value of minimum lease payments as well as certain existing above and/or below market lease intangible value associated with such leases. Also upon adoption we expect to recognize operating lease liabilities of $175 million to $275 million which will be presented separately on our Consolidated Balance Sheets. We expect to recognize a cumulative effect adjustment to retained earnings of $1 million primarily relating to certain costs associated with unexecuted leases that were deferred as of December 31, 2018.

On January 1, 2018, we adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows and ASU 2016-18, Restricted Cash (“ASU 2016-18”), which requires an entity to show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. We adopted these ASUs by applying a retrospective transition method which required a restatement of our Consolidated Statement of Cash Flows for all periods presented.

On January 1, 2018, we adopted the provisions of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 610-20, we recognize any gains when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration. We adopted ASC 610-20 using the modified retrospective method and recognized a cumulative effect adjustment to retained earnings of $31.2 million relating to deferred gains on sales of real estate assets in 2015.

On January 1, 2018, we adopted ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires a company to recognize the tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. We adopted ASU 2016-16 by applying a modified retrospective method which resulted in a cumulative effect adjustment to retained earnings of $0.6 million.

Results of Operations

As of December 31, 2018,2021, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we invest in and own seniorssenior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net”triple-net or “absolute-net”absolute-net leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniorssenior housing communities throughout the United States and Canada and engage independent operators, such as Atria Sunrise and ESL,Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “all other” 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 “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.

Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment NOInet operating income (“NOI”) and related measures. For further information regarding our reportable business segments and a discussion of our definition of segment NOI, see “NOTE 19—SEGMENT INFORMATION”“Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K.for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

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Years Ended December 31, 20182021 and 20172020


The table below shows our results of operations for the years ended December 31, 20182021 and 20172020 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
 For the Years Ended
December 31,
 (Decrease) Increase to Net Income
 2018 2017 $ %
 (Dollars in thousands)
Segment NOI:       
Triple-net leased properties$740,318
 $844,711
 $(104,393) (12.4)%
Senior living operations623,276
 593,167
 30,109
 5.1
Office operations538,506
 524,566
 13,940
 2.7
All other127,520
 119,208
 8,312
 7.0
Total segment NOI2,029,620
 2,081,652
 (52,032) (2.5)
Interest and other income24,892
 6,034
 18,858
 nm
Interest expense(442,497) (448,196) 5,699
 1.3
Depreciation and amortization(919,639) (887,948) (31,691) (3.6)
General, administrative and professional fees(151,982) (135,490) (16,492) (12.2)
Loss on extinguishment of debt, net(58,254) (754) (57,500) nm
Merger-related expenses and deal costs(30,547) (10,535) (20,012) nm
Other(66,768) (20,052) (46,716) nm
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests384,825
 584,711
 (199,886) (34.2)
Loss from unconsolidated entities(55,034) (561) (54,473) nm
Gain on real estate dispositions46,247
 717,273
 (671,026) (93.6)
Income tax benefit39,953
 59,799
 (19,846) (33.2)
Income from continuing operations415,991
 1,361,222
 (945,231) (69.4)
Discontinued operations(10) (110) 100
 90.9
Net income415,981
 1,361,112
 (945,131) (69.4)
Net income attributable to noncontrolling interests6,514
 4,642
 (1,872) (40.3)
Net income attributable to common stockholders$409,467
 $1,356,470
 (947,003) (69.8)
stockholders (dollars in thousands).

 For the Years Ended
December 31,
(Decrease) Increase to
Net Income
 20212020$%
Segment NOI:    
Triple-net leased properties$638,488 $673,105 $(34,617)(5.1 %)
Senior living operations458,273 538,489 (80,216)(14.9)
Office operations543,882 549,375 (5,493)(1.0)
All other84,058 87,021 (2,963)(3.4)
Total segment NOI1,724,701 1,847,990 (123,289)(6.7)
Interest and other income14,809 7,609 7,200 94.6 
Interest expense(440,089)(469,541)29,452 6.3 
Depreciation and amortization(1,197,403)(1,109,763)(87,640)(7.9)
General, administrative and professional fees(129,758)(130,158)400 0.3 
Loss on extinguishment of debt, net(59,299)(10,791)(48,508)nm
Transaction expenses and deal costs(47,318)(29,812)(17,506)(58.7)
Allowance on loans receivable and investments9,082 (24,238)33,320 nm
Other(37,110)(707)(36,403)nm
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests(162,385)80,589 (242,974)nm
Income from unconsolidated entities4,983 1,844 3,139 nm
Gain on real estate dispositions218,788 262,218 (43,430)(16.6)
Income tax (expense) benefit(4,827)96,534 (101,361)nm
Income from continuing operations56,559 441,185 (384,626)(87.2)
Net income56,559 441,185 (384,626)(87.2)
Net income attributable to noncontrolling interests7,551 2,036 5,515 nm
Net income attributable to common stockholders$49,008 $439,149 (390,141)(88.8)
nm—not meaningful

Segment NOI—Triple-Net Leased Properties

NOI for our triple-net leased properties reportable business segment equals the rental income and other services revenue earned from our triple-net assets. We incur no direct operating expenses for this segment.


The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of December 31, 2018, but excluding assets whose operations were classified as discontinued operations:
2021 (dollars in thousands):
 
For the Years Ended
December 31,
 Decrease to Segment NOI
 2018 2017 $ %
 (Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:       
Rental income$737,796
 $840,131
 $(102,335) (12.2)%
Other services revenue2,522
 4,580
 (2,058) (44.9)
Segment NOI$740,318
 $844,711
 (104,393) (12.4)
Triple-net leased properties segment NOI decreased in 2018 over the prior year primarily due to the sale of 36 Kindred SNF properties during 2017, the first quarter 2018 transition of 75 private pay seniors housing communities from triple-net leased properties to senior living operations and the second quarter 2018 non-cash expense of $21.3 million related to the new Brookdale lease agreements.

 For the Years Ended
December 31,
(Decrease) Increase to
Segment NOI
 20212020$%
Segment NOI—Triple-Net Leased Properties:    
Rental income$653,823 $695,265 $(41,442)(6.0 %)
Less: Property-level operating expenses(15,335)(22,160)6,825 30.8 
Segment NOI$638,488 $673,105 (34,617)(5.1)

In our triple-net leased properties reportable business segment, our revenues generally consist of fixed rental amounts (subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms. However, occupancyWe 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.

47


The decrease in our triple-net leased properties segment NOI in 2021 over the prior year was primarily driven by (i) a $69.0 million reduction (including $18.2 million of contractual rent) attributable to the net impact of the transition of 26 independent living assets operated by Holiday Retirement, from our triple-net portfolio to our senior housing operating portfolio in the beginning of the second quarter of 2020, (ii) a $17.3 million reduction in rental income under our lease with Brookdale Senior Living following modification of the lease in the third quarter of 2020, and (iii) a $29.6 million reduction attributable to rental income from communities that were sold or transitioned to our senior housing operating portfolio prior to December 31, 2021. These decreases were partially offset by the $22.3 million non-cash benefit of a lease termination in connection with a transition to a new operator under a management contract during the third quarter of 2021 and $67.6 million of COVID-19 related write-offs of previously accrued straight-line rental income during the second and third quarters of 2020.

Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our triple-net leased properties reportable business segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net financials are delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2018 for2021 and measured over the trailing 12 months ended September 30, 20182021 (which is the most recent information available to us from our tenants) and average continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2017 for2020 and measured over the trailing 12 months ended September 30, 2017.
2020. The table excludes non-stabilized properties, properties owned through investments in unconsolidated real estate entities, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full four quarters of occupancy results.
 
Number of Properties at December 31, 2018 
 
Average Occupancy
for the Trailing 12 Months
Ended September 30,
2018
  Number of Properties at December 31, 2017 
Average Occupancy
for the Trailing 12 Months
Ended September 30,
2017
Seniors housing communities(1)
361
 85.0%  418
 86.6%
SNFs(1)
17
 85.2
  17
 86.4
IRFs and LTACs(1)
36
 56.5
  36
 60.4

Number of Properties at December 31, 2021Average Occupancy for the Trailing 12 Months Ended September 30, 2021Number of Properties at December 31, 2020Average Occupancy for the Trailing 12 Months Ended September 30, 2020
Senior housing communities261 73.5 %290 82.1 %
Skilled nursing facilities (“SNFs”)16 75.9 16 82.9 
IRFs and LTACs35 58.5 35 55.7 

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

(1)
Excludes properties included in discontinued operations and properties sold or classified as held for sale, non-stabilized properties, properties owned through investments in unconsolidated entities and certain properties for which we do not receive occupancy information. Also excludes properties acquired during the years ended December 31, 2018 and 2017, respectively, and properties that transitioned operators for which we do not have five full quarters of results subsequent to the transition.

The following table compares results of operations for our 414328 same-store triple-net leased properties. See “Non-GAAP Financial MeasuresNOI” included elsewhere in this Annual Report on Form 10-K for additional disclosure regarding same-store NOI for each of our reportable business segments (dollars in thousands):
 For the Years Ended
December 31,
Increase to
Segment NOI
 20212020$%
Same-Store Segment NOI—Triple-Net Leased Properties:    
Rental income$591,348 $553,155 $38,193 6.9 %
Less: Property-level operating expenses(12,617)(13,758)1,141 8.3 
Segment NOI$578,731 $539,397 39,334 7.3 

The increase in our same-store triple-net leased properties unadjusted for foreign currency movements between comparison periodsrental income in 2021 over the prior year was attributable primarily to $60.8 million of COVID-19 related write-offs of previously accrued straight-line rental income during 2020 and the second quarter 2018 non-cash expense of $21.3 million relatedrent increases due to contractual escalations pursuant to the newterms of our leases, partially offset by $17.3 million in lower rental income recognized under our lease with Brookdale Senior Living following modification of the lease agreements. With regard to our triple-net leased properties segment, “same-store” refers to properties owned, consolidated, operational and reported under a consistent business model forin the full period in both comparison periods, excluding assets sold or classified as held for sale asthird quarter of December 31, 2018 and assets whose operations were classified as discontinued operations.2020.
48

 
For the Years Ended
December 31,
 Increase to Segment NOI
 2018 2017 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:       
Rental income$695,536
 $694,584
 $952
 0.1%
Segment NOI$695,536
 $694,584
 952
 0.1


Segment NOI—Senior Living Operations

The following table summarizes results of operations in our senior living operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2018, but excluding assets whose operations were classified as discontinued operations:
2021 (dollars in thousands):
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
2018 2017 $ % For the Years Ended
December 31,
Increase (Decrease) to
Segment NOI
(Dollars in thousands)20212020$%
Segment NOI—Senior Living Operations:       Segment NOI—Senior Living Operations:    
Resident fees and services$2,069,477
 $1,843,232
 $226,245
 12.3 %Resident fees and services$2,270,001 $2,197,160 $72,841 3.3 %
Less: Property-level operating expenses(1,446,201) (1,250,065) (196,136) (15.7)Less: Property-level operating expenses(1,811,728)(1,658,671)(153,057)(9.2)
Segment NOI$623,276
 $593,167
 30,109
 5.1
Segment NOI$458,273 $538,489 (80,216)(14.9)

 
Number of
Properties at
December 31,
 
Average Unit
Occupancy
for the Years Ended
December 31,
 
Average Monthly Revenue Per Occupied Room for
the Years Ended
December 31,
 2018 2017 2018 2017 2018 2017
Total communities355
 293
 86.9% 88.3% $5,647
 $5,725
 Number of
Properties at
December 31,
Average Unit
Occupancy
for the Years Ended
December 31,
Average Monthly Revenue Per Occupied Room for
the Years Ended
December 31,
 202120202021202020212020
Total communities545 432 78.5 %81.7 %$4,487 $4,766 
    
Resident fees and services include all amounts earned from residents at our seniorssenior housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Property-level operating expenses related to our senior living operations segment include labor, food, utilities, marketing, management and other costs of operating the properties. For senior housing communities in our senior living operations reportable business segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.

The increasedecrease in our senior living operations segment NOI in 20182021 over the prior year is attributable primarily todriven by lower occupancy, revenue per occupied room and HHS proceeds received and higher operating expenses, principally labor costs, partially offset by the firstaddition of over 100 independent living properties in the third quarter 2018of 2021 as a result of the New Senior acquisition, the transition of 75 private pay seniors housing communitiesassets from our triple-net leased properties to senior living operations.

The following table compares results of operations for our 275 same-store senior living operating communities, unadjusted for foreign currency movements between periods. With regardportfolio to our senior living operations segment, “same-store” refers tooperating portfolio and development properties owned, consolidated, operationalplaced in service. During 2021 and reported2020, we received $15.4 million and $35.1 million, respectively, from HHS under a consistent business model for the full periodProvider Relief Fund, which reduced property-level operating expenses in both comparison periods, excluding properties that transitioned operators since the start of the prior comparison period, assets sold or classified as held for sale as of December 31, 2018 and assets whose operations were classified as discontinued operations.
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2018 2017 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:       
Resident fees and services$1,773,850
 $1,759,670
 $14,180
 0.8 %
Less: Property-level operating expenses(1,213,049) (1,188,064) (24,985) (2.1)
Segment NOI$560,801
 $571,606
 (10,805) (1.9)
 
Number of
Properties at
December 31,
 
Average Unit
Occupancy
for the Years Ended
December 31,
 
Average Monthly Revenue Per Occupied Room for
the Years Ended
December 31,
 2018 2017 2018 2017 2018 2017
Same-store communities275
 275
 87.6% 88.5% $5,906
 $5,797


Segment NOI—Office Operations

applicable period.
The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2018, but excluding assets whose operations were classified as discontinued operations:
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2018 2017 $ %
 (Dollars in thousands)
Segment NOI—Office Operations:       
Rental income$776,011
 $753,467
 $22,544
 3.0 %
Office building services revenue7,592
 7,497
 95
 1.3
Total revenues783,603
 760,964
 22,639
 3.0
Less:       
Property-level operating expenses(243,679) (233,007) (10,672) (4.6)
Office building services costs(1,418) (3,391) 1,973
 58.2
Segment NOI$538,506
 $524,566
 13,940
 2.7
 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 2018 2017 2018 2017 2018 2017
Total office buildings387
 391
 90.1% 92.0% $32
 $32
The increase in our office operations segment NOI in 2018 over the prior year is attributable primarily to in-place rent escalations and research and innovation acquisitions and completed developments, partially offset by asset dispositions.

The following table compares results of operations for our 360 same-store office buildings. With regard to our office operations segment, “same-store” refers to properties owned, consolidated, operational and reported under a consistent business model for the full period in both comparison periods, excluding assets sold or classified as held for sale as of December 31, 2018, assets whose operations were classified as discontinued operations and redevelopment assets.
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2018 2017 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Office Operations:       
Rental income$694,209
 $684,941
 $9,268
 1.4 %
Less: Property-level operating expenses(215,052) (209,939) (5,113) (2.4)
Segment NOI$479,157
 $475,002
 4,155
 0.9
 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 2018 2017 2018 2017 2018 2017
Same-store office buildings360
 360
 91.8% 92.7% $32
 $31
All Other

The $8.3 million increase in income from loans and investments in 2018 over the prior year due is primarily due to a loan to and debt investment income from Ardent, partially offset by decreased income due to loan repayments received during the first quarter of 2018.


Interest and other income

The $18.9 million increase in interest and other income in 2018 over the prior year is primarily due to a payment received that was not previously expected to be collected and the $12.3 million fee received in connection with certain July 2018 Kindred transactions. See “NOTE 3-CONCENTRATION OF CREDIT RISK” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Interest Expense

The $5.7 million decrease in total interest expense in 2018 over the prior year is attributable primarily to a decrease of $29.1 million due to lower debt balances, partially offset by an increase of $23.4 million due to a higher effective interest rate, including the amortization of any fair value adjustments. Our effective interest rate was 3.9% for 2018, compared to 3.7% for 2017.

Depreciation and Amortization

Depreciation and amortization expense related to continuing operations increased during 2018 compared to 2017, primarily due to asset acquisitions, net of dispositions, and carrying value adjustments on five MOBs reclassified from held for sale to continuing operations during the first quarter of 2018.

Loss on Extinguishment of Debt, Net

The loss on extinguishment of debt, net in 2018 was due primarily to the redemption and repayment of the $600.0 million aggregate principal amount then outstanding of our 4.00% senior notes due April 2019 in the first quarter of 2018 and the redemption and repayment of $700 million aggregate principal amount then outstanding of our 4.75% senior notes due 2021 in the third quarter of 2018. The loss on extinguishment of debt, net in 2017 was due primarily to the repayment of term loans and the replacement of our previous $2.0 billion unsecured revolving credit facility.

Merger-Related Expenses and Deal Costs

The $20.0 million increase in merger-related expenses and deal costs in 2018 over the prior year was due primarily to costs associated with the transition of the management of 76 private pay seniors housing communities to ESL during the first quarter of 2018.

Other

The $46.7 million increase in other for 2018 over 2017 is primarily due to expenses and impairments related to natural disasters, specifically property damage occurring from Hurricane Michael and wildfires in California. We believe there is insurance coverage to mitigate these events. However, there can be no assurance regarding the amount or timing of any recoveries. Such recoveries will be recognized when collection is deemed probable.

Loss from Unconsolidated Entities

The $54.5 million increase in loss from unconsolidated entities for 2018 over 2017 is primarily due to our share of Ardent’s losses on the extinguishment of debt resulting from its debt refinancing and expenses and impairments related to natural disasters, and a $35.7 million impairment relating to the carrying costs of one of our equity investments in an unconsolidated real estate joint venture consisting principally of SNFs. In July 2018, we sold our 25% interest to our joint venture partner and received $57.5 million at closing.

Gain on Real Estate Dispositions

The $671.0 million decrease in gain on real estate dispositions for 2018 over 2017 is due primarily to a $657.6 million gain on the sale of 36 Kindred SNFs during 2017.

Income Tax Benefit

The 2018 income tax benefit is primarily due to a $23.2 million benefit for the reversal of a valuation allowance on deferred interest carryforwards and tax losses of certain TRS entities. The $23.2 million valuation allowance reversal is an adjustment to the provisional amount recorded in the prior year related to enactment of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) and is made based upon additional guidance issued by the IRS subsequent to enactment of the 2017 Tax Act. The 2017 income tax benefit is primarily due to accounting for the 2017 Tax Act, specifically a $64.5 million benefit from the reduced U.S. federal corporate tax rate on net deferred tax liabilities and an offsetting expense of $23.3 million to establish a valuation allowance on deferred interest carryforwards (subsequently reversed in 2018), losses of certain TRS entities and the release of a tax reserve.
Net Income Attributable to Noncontrolling Interests

The increase in net income attributable to noncontrolling interests of $1.9 million in 2018 over 2017 is primarily due to a gain on the disposition of a property held within a joint venture.
Years Ended December 31, 2017 and 2016

The table below shows our results of operations for the years ended December 31, 2017 and 2016 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
 
For the Years Ended
December 31,
 (Decrease) Increase to Net Income
 2017 2016 $ %
 (Dollars in thousands)
Segment NOI:       
Triple-net leased properties$844,711
 $850,755
 $(6,044) (0.7)%
Senior living operations593,167
 604,328
 (11,161) (1.8)
Office operations524,566
 444,276
 80,290
 18.1
All other119,208
 101,214
 17,994
 17.8
Total segment NOI2,081,652
 2,000,573
 81,079
 4.1
Interest and other income6,034
 876
 5,158
 nm
Interest expense(448,196) (419,740) (28,456) (6.8)
Depreciation and amortization(887,948) (898,924) 10,976
 1.2
General, administrative and professional fees(135,490) (126,875) (8,615) (6.8)
Loss on extinguishment of debt, net(754) (2,779) 2,025
 72.9
Merger-related expenses and deal costs(10,535) (24,635) 14,100
 57.2
Other(20,052) (9,988) (10,064) nm
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interest584,711
 518,508
 66,203
 12.8
(Loss) income from unconsolidated entities(561) 4,358
 (4,919) nm
Gain on real estate dispositions717,273
 98,203
 619,070
 nm
Income tax benefit59,799
 31,343
 28,456
 nm
Income from continuing operations1,361,222
 652,412
 708,810
 nm
Discontinued operations(110) (922) 812
 nm
Net income1,361,112
 651,490
 709,622
 nm
Net income attributable to noncontrolling interests4,642
 2,259
 (2,383) nm
Net income attributable to common stockholders$1,356,470
 $649,231
 707,239
 nm

nm—not meaningful 


Segment NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of December 31, 2017, but excluding assets whose operations were classified as discontinued operations:
 
For the Years Ended
December 31,
 Decrease to Segment NOI
 2017 2016 $ %
 (Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:       
Rental income$840,131
 $845,834
 $(5,703) (0.7)%
Other services revenue4,580
 4,921
 (341) (6.9)
Segment NOI$844,711
 $850,755
 (6,044) (0.7)
Triple-net leased properties segment NOI decreased in 2017 over the prior year primarily due the sale of 36 Kindred SNF properties during 2017, partially offset by rent increases due to contractual escalations pursuant to the terms of our leases and rent from eight seniors housing communities that we transitioned from senior living operations to triple-net leased properties during 2017.

The following table compares results of operations for our 494 same-store triple-net leased properties, unadjusted for foreign currency movements between comparison periods. With regard to our triple-net leased properties segment, “same-store” refers to properties owned, consolidated, operational and reported under a consistent business model for the full period in both comparison periods, excluding assets sold or classified as held for sale as of December 31, 2017 and assets whose operations were classified as discontinued operations.
 
For the Years Ended
December 31,
 Increase to Segment NOI
 2017 2016 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:       
Rental income$769,063
 $760,848
 $8,215
 1.1%
Segment NOI$769,063
 $760,848
 8,215
 1.1

Segment NOI—Senior Living Operations

The following table summarizes results of operations in our senior living operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2017, but excluding assets whose operations were classified as discontinued operations:
 
For the Years Ended
December 31,
 Decrease to Segment NOI
 2017 2016 $ %
 (Dollars in thousands)
Segment NOI—Senior Living Operations:       
Resident fees and services$1,843,232
 $1,847,306
 $(4,074) (0.2)%
Less: Property-level operating expenses(1,250,065) (1,242,978) (7,087) (0.6)
Segment NOI$593,167
 $604,328
 (11,161) (1.8)
 
Number of
Properties at
December 31,
 
Average Unit
Occupancy for
the Years
Ended
December 31,
 
Average
Monthly Revenue Per Occupied Room for
the Years
Ended
December 31,
 2017 2016 2017 2016 2017 2016
Total communities293
 298
 88.3% 90.3% $5,725
 $5,474

Resident fees and services decreased in 2017 over the prior year primarily due to the transition of eight seniors housing communities to our triple-net leased properties segment and decreased occupancy at our seniors housing communities.

Property-level operating expenses increased year over year primarily due to increases in salaries, benefits, insurance and other operating expenses and the implementation of new care technologies.

The following table compares results of operations for our 285276 same-store senior living operating communities unadjusted for foreign currency movements between periods. With regard to(dollars in thousands):
 For the Years Ended
December 31,
Decrease to
Segment NOI
 20212020$%
Same-Store Segment NOI—Senior Living Operations:    
Resident fees and services$1,619,570 $1,713,490 $(93,920)(5.5 %)
Less: Property-level operating expenses(1,249,253)(1,240,278)(8,975)(0.7)
Segment NOI$370,317 $473,212 (102,895)(21.7)

 Number of
Properties at
December 31,
Average Unit
Occupancy
for the Years Ended
December 31,
Average Monthly Revenue Per Occupied Room for
the Years Ended
December 31,
 202120202021202020212020
Same-store communities276 276 81.6 %84.2 %$4,939 $5,069 

The decrease in our same-store senior living operations segment “same-store” refers to properties owned, consolidated, operationalNOI is primarily driven by lower occupancy, revenue per occupied room and reportedHHS proceeds received and higher operating expenses, principally labor costs, partially offset by lower direct COVID-19 costs such as PPE in 2021. During 2021 and 2020, we received $9.4 million and $26.1 million, respectively, from HHS under a consistent business model for the full periodProvider Relief Fund, which reduced property-level operating expenses in both comparison periods, excluding properties that transitioned operators since the start of the prior comparison period, assets sold or classified as held for sale as of December 31, 2017 and assets whose operations were classified as discontinued operations.
applicable period.
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2017 2016 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:       
Resident fees and services$1,791,843
 $1,765,183
 $26,660
 1.5 %
Less: Property-level operating expenses(1,215,440) (1,187,351) (28,089) (2.4)
Segment NOI$576,403
 $577,832
 (1,429) (0.2)
49

 
Number of
Properties at
December 31,
 
Average Unit
Occupancy for
the Years
Ended
December 31,
 
Average
Monthly Revenue Per Occupied Room for
the Years
Ended
December 31,
 2017 2016 2017 2016 2017 2016
Same-store communities285
 285
 88.3% 90.4% $5,745
 $5,526


Segment NOI—Office Operations

The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2017, but excluding assets whose2021 (dollars in thousands). For properties in our office operations were classifiedreportable business segment, occupancy generally reflects occupied square footage divided by net rentable square footage as discontinued operations:of the end of the reporting period.
 For the Years Ended
December 31,
(Decrease) Increase to
Segment NOI
20212020$%
Segment NOI—Office Operations:    
Rental income$794,297 $799,627 $(5,330)(0.7 %)
Office building services revenue8,384 8,675 (291)(3.4)
Total revenues802,681 808,302 (5,621)(0.7)
Less:    
Property-level operating expenses(257,001)(256,612)(389)(0.2)
Office building and other services costs(1,798)(2,315)517 22.3 
Segment NOI$543,882 $549,375 (5,493)(1.0)
 
For the Years Ended
December 31,
 Increase (Decrease) to Segment NOI
 2017 2016 $ %
 (Dollars in thousands)
Segment NOI—Office Operations:       
Rental income$753,467
 $630,342
 $123,125
 19.5 %
Office building services revenue7,497
 13,029
 (5,532) (42.5)
Total revenues760,964
 643,371
 117,593
 18.3
Less:       
Property-level operating expenses(233,007) (191,784) (41,223) (21.5)
Office building services costs(3,391) (7,311) 3,920
 53.6
Segment NOI$524,566
 $444,276
 80,290
 18.1

 Number of
Properties at
December 31,
Occupancy at
December 31,
Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 202120202021202020212020
Total office buildings342 374 90.8 %89.7 %$35 $34 
 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 2017 2016 2017 2016 2017 2016
Total office buildings391
 388
 92.0% 91.7% $32
 $31


The increasedecrease in our office operations segment rental incomeNOI in 20172021 over the prior year is attributablewas primarily due to assets sold in the office buildings we acquiredfirst quarter of 2020, business interruption insurance proceeds received in 2020 and dispositions of non-core assets during 2017 and 2016,2021. These decreases were partially offset by dispositions. The increase in our office building property-level operating expenses is due primarily to those acquired office buildingsnew leasing, increased tenant retention and increases in real estate taxes and other operating expenses, partially offset by dispositions.

Office building services revenue and costs both decreased in 2017 over the prior year primarily due to decreased construction activity during 2017 compared to 2016.

improved parking revenues.

The following table compares results of operations for our 350327 same-store office buildings. With regard tobuildings (dollars in thousands):
 For the Years Ended
December 31,
Increase (Decrease) to
Segment NOI
 20212020$%
Same-Store Segment NOI—Office Operations:    
Rental income$729,358 $699,231 $30,127 4.3 %
Less: Property-level operating expenses(230,393)(222,136)(8,257)(3.7)
Segment NOI$498,965 $477,095 21,870 4.6 
 Number of
Properties at
December 31,
Occupancy at
December 31,
Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 202120202021202020212020
Same-store office buildings327 327 92.3 %91.8 %$35 $34 
The increase in our same-store office operations segment at December 31, 2017, “same-store” referred to properties owned, consolidated, operational and reported under a consistent business model for the full periodNOI in both comparison periods, excluding assets sold or classified as held for sale as of December 31, 2017 and assets whose operations were classified as discontinued operations.
 
For the Years Ended
December 31,
 
Increase (Decrease)
to Segment NOI
 2017 2016 $ %
 (Dollars in thousands)
Same-Store Segment NOI—Office Operations:       
Rental income$558,575
 $552,045
 $6,530
 1.2 %
Less: Property-level operating expenses(169,583) (164,987) (4,596) (2.8)
Segment NOI$388,992
 $387,058
 1,934
 0.5
 
Number of
Properties at
December 31,
 
Occupancy at
December 31,
 Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
 2017 2016 2017 2016 2017 2016
Same-store office buildings350
 350
 91.3% 92.0% $31
 $30
All Other

All other increased in 2017 over the prior year due primarily to income from new loans issued during 2017, partially offset by decreased interest income attributable to loan repayments received during 2016 and 2017.

Interest and other income

Interest and other income increased $5.2 million in 2017 over the prior year as a result of fees received from a tenant in 2017 which were not associated with a lease agreement.

Interest Expense

The $28.5 million increase in total interest expense is attributable primarily to a $17.1 million increase in interest due to higher debt balances and an $11.3 million increase due to higher effective interest rates, including the amortization of any fair value adjustments. Our effective interest rate was 3.7% for 2017, compared to 3.6% for 2016.

Depreciation and Amortization

Depreciation and amortization expense related to continuing operations decreased during 2017 compared to 2016, primarily due to a decrease in amortization related to certain lease intangibles that were fully amortized during the third quarter of 2016, partially offset by a full year of depreciation and amortization related to the September 2016 acquisition of a research and innovation center portfolio.

Loss on Extinguishment of Debt, Net

The loss on extinguishment of debt, net in 2017 resulted primarily from the repayment of term loans and the replacement of our previous $2.0 billion unsecured revolving credit facility. The loss on extinguishment of debt, net in 2016

was due to our redemption and repayment of $550.0 million aggregate principal amount then outstanding of our 1.55% senior notes due 2016 and term loan repayments in 2016.

Merger-Related Expenses and Deal Costs

The $14.1 million decrease in merger-related expenses and deal costs in 20172021 over the prior year is primarily due to the September 2016 acquisition of a researchcontractual rent escalators, new leasing, increased tenant retention and innovation center portfolio.improved parking revenues.

50


Segment NOI — All Other

Information provided for all other segment NOI includes income from loans and investments and other miscellaneous income not directly attributable to any of our three reportable business segments. The $10.1$3.0 million increasedecrease in all other for 2017segment NOI in 2021 over 2016 isthe prior year was primarily due to charges related to natural disasters.

(Loss) Income from Unconsolidated Entities

The $4.9 million decrease inreduced interest income from unconsolidated entities for 2017 over 2016 is primarilyour loans receivable investments due to our share of net losses related to certain unconsolidated entities in 2017loan repayments during 2021 and lower LIBOR-based interest rates as well as costs associated with the Ventas Investment Management platform. This is partially offset by the February 2017 fair value re-measurement$16.6 million gain recognized in 2021 for the redemption of our previously held equity interest, resultingArdent’s outstanding 9.75% Senior Notes due 2026 and an increase in a gain on re-measurement of $3.0 million. Refer to “NOTE 7—INVESTMENTS IN UNCONSOLIDATED ENTITIES”management fee revenues from investments in unconsolidated real estate entities. See “Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.

Company Results

Interest and Other Income

The $7.2 million increase in interest and other income in 2021 over the prior year is primarily due to a $13.1 million payment received in the fourth quarter of 2021 related to certain 2021 Kindred transactions (See “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K10-K) offset by a 2020 reduction of a liability related to an acquisition and interest income on short-term investments.

Interest Expense

The $29.5 million decrease in total interest expense in 2021 over the prior year was primarily attributable to a decrease of $34.5 million due to lower debt balances, partially offset by an increase of $6.3 million due to a higher effective interest rate. Our GAAP weighted average effective interest rate was 3.6% for additional information.    2021, compared to 3.5% for 2020. Capitalized interest for 2021 and 2020 was $11.3 million and $9.6 million, respectively.

Depreciation and Amortization

The $87.6 million increase in depreciation and amortization expense in 2021 over the prior year is primarily due to a $65.6 million increase in impairments recognized in 2021 relating to properties that were sold or classified as held for sale and a $42.0 million increase related to the September 2021 acquisition of New Senior, partially offset by the impact of sold properties during 2020 and 2021.

General, Administrative and Professional Fees

General, administrative and professional fees in 2021 remained relatively flat compared to the prior year.

Loss on Extinguishment of Debt, Net

The $48.5 million increase in loss on extinguishment of debt, net in 2021 is primarily related to an aggregate $56.4 million loss recognized during 2021 for the redemptions of $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, $400.0 million aggregate principal amount of 3.125% senior notes due 2023, and $263.7 million aggregate principal amount of 3.25% senior notes due 2022, partially offset by the $7.4 million loss recognized in 2020 for the redemption of $236.3 million aggregate principal amount of our 3.25% senior notes due 2022.

Transaction Expenses and Deal Costs

The $17.5 million increase in transaction expenses and deal costs in 2021 over the prior year was primarily associated with increased costs in 2021 associated with operator transitions, partially offset by costs incurred in 2020 related to our lease modifications with Brookdale Senior Living, severance related charges and captive insurance organization costs.

Allowance on Loans Receivable and Investments

The $33.3 million change in allowance on loans receivable and investments was due to the recognition of COVID-19 related credit losses during 2020 and the subsequent reversal of certain allowances in the first quarter of 2021 due to a change in our estimate of credit losses.

51


Other

The $36.4 million increase in other expenses in 2021 is primarily due to a $1.2 million unrealized loss on changes in fair value of stock warrants received in connection with the Brookdale Senior Living lease modification compared to an unrealized gain of $22.0 million recognized during 2020. In addition, there was an increase of $9.0 million relating to 2021 natural disaster events.

Income from Unconsolidated Entities

The $3.1 million increase in income from unconsolidated entities for 2021 over 2020 was primarily due to our share of increased net income from our investees.

Gain on Real Estate Dispositions

The increase of $619.1$43.4 million decrease in gain on real estate dispositions was due to the dispositions of 34 MOBs, eight triple-net leased properties and 23 senior housing communities, which resulted in gains on sale of real estate of $218.8 million recognized in 2021 compared to gains of $262.2 million in 2020. The gain on real estate dispositions for 2017 over 2016 is due2020 was primarily attributable to the sale of 36 Kindred SNFs in 2017.six properties during the first quarter of 2020.

Income Tax BenefitExpense

The 2017$101.4 million increase in income tax benefitexpense related to continuing operations for 2021 over 2020 is primarily due to accounting fora $152.9 million deferred tax benefit related to the 2017 Tax Act, specifically a $64.5 millioninternal restructuring of certain U.S. taxable REIT subsidiaries completed within the first quarter of 2020, partially offset by changes in the valuation allowance in 2020 against deferred tax assets of certain of our TRS entities. The restructuring benefit resulted from the reduced U.S. federal corporate tax rate on nettransfer of assets subject to certain deferred tax liabilities and an offsetting expense of $23.3 millionfrom taxable REIT subsidiaries to establish a valuation allowance on deferred interest carryforwards, losses of certainthe entities other than the TRS entities in this tax-free transaction.
Years Ended December 31, 2020 and 2019

Our Annual Report for the year ended December 31, 2020, filed with the SEC on February 23, 2021, contains information regarding our results of operations for the years ended December 31, 2020 and 2019 and the releaseeffect of a tax reserve. The 2016 income tax benefit was due primarilychanges in those results from period to losses of certain TRS entities, the reversal of a net deferred tax liability at one TRS and the release of a tax reserve. The TRS losses were mainly attributable to the depreciation and amortization of fixed and intangible assets recorded as deferred tax liabilities in purchase accounting.

Net Income Attributable to Noncontrolling Interests

The increase inperiod on our net income attributable to noncontrolling interests of $2.4 million for 2017 over 2016 is primarily due to the September 2016 acquisition of a research and innovation center portfolio. common stockholders.


Non-GAAP Financial Measures

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

The non-GAAP financial measures we present in this Annual Report on Form 10-K may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. We have historically reconciled our non-GAAP financial measures to income from continuing operations because it provides insight into the our continuing operations, but, in light of recent SEC regulations that changed the presentation of statements of income, we now believe that net income is the most comparable GAAP measure. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.Report.

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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 normalizedNormalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. In particular, weWe believe that normalizedthe presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and normalizedNormalized 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”Nareit”) definition of FFO. NAREITNareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP), excluding gains or losses(or losses) from sales of real estate property, including gains or lossesgain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.entities. Adjustments for unconsolidated partnerships and joint venturesentities will be calculated to reflect FFO on the same basis. We define normalizedNormalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-relatedtransaction costs and expenses, including amortization of intangibles, transition and integration expenses and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to lease terminations;leases; (d) the financial impact of contingent consideration, severance-related costs and charitable donations made to the Ventas Charitable Foundation; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities; (g) expenses related to the re-audit and re-review in 2014 of our historical financial statements and related matters; and (h) net expenses or recoveries related to natural disasters.    

The following table summarizes our FFO and normalized FFO for each of the five years ended December 31, 2018. The decrease in normalized FFO for the year ended December 31, 2018 over the prior year is due primarily to the cumulative net impact of asset dispositions and resulting lower property income.

 For the Years Ended December 31,
 2018 2017 2016 2015 2014
 (In thousands)
Net income attributable to common stockholders$409,467
 $1,356,470
 $649,231
 $417,843
 $475,767
Adjustments:         
Real estate depreciation and amortization913,537
 881,088
 891,985
 887,126
 718,649
Real estate depreciation related to noncontrolling interests(6,926) (7,565) (7,785) (7,906) (10,314)
Real estate depreciation related to unconsolidated entities1,977
 4,231
 5,754
 7,353
 5,792
(Gain) loss on real estate dispositions related to unconsolidated entities(875) (1,057) (439) 19
 
(Gain) loss on re-measurement of equity interest upon acquisition, net
 (3,027) 
 176
 
Impairment on equity method investments35,708
 
 
 
 
Gain on real estate dispositions related to noncontrolling interests1,508
 18
 
 
 
Gain on real estate dispositions(46,247) (717,273) (98,203) (18,580) (17,970)
Discontinued operations:         
Loss (gain) on real estate dispositions
 
 1
 (231) (1,494)
Depreciation on real estate assets
 
 
 79,608
 103,250
FFO attributable to common stockholders1,308,149
 1,512,885
 1,440,544
 1,365,408
 1,273,680
Adjustments:         
Change in fair value of financial instruments(18) (41) 62
 460
 5,121
Non-cash income tax benefit(18,427) (22,387) (34,227) (42,384) (9,431)
Effect of the 2017 Tax Act(24,618) (36,539) 
 
 
Loss on extinguishment of debt, net63,073
 839
 2,779
 15,797
 5,013
Gain on non-real estate dispositions related to unconsolidated entities(2) (39) (557) 
 
Merger-related expenses, deal costs and re-audit costs38,145
 14,823
 28,290
 152,344
 54,389
Amortization of other intangibles759
 1,458
 1,752
 2,058
 1,246
Other items related to unconsolidated entities5,035
 3,188
 
 
 
Non-cash impact of changes to equity plan4,830
 5,453
 
 
 
Non-cash charges related to lease terminations21,299
 
 
 
 
Natural disaster expenses (recoveries), net63,830
 11,601
 
 
 
Normalized FFO attributable to common stockholders$1,462,055
 $1,491,241
 $1,438,643
 $1,493,683
 $1,330,018


Adjusted EBITDA

We consider Adjusted EBITDA an important supplemental measure because it provides another manner in which to evaluate our operating performance and serves as another indicator of our credit strength and our ability to service our debt obligations. We define Adjusted EBITDA as consolidated earnings, which includes amounts in discontinued operations, before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, our consolidated joint venture partners’ share of EBITDA, merger-related expenses and deal costs, expenses related to the re-audit and re-review in 2014 of our historical financial statements, net gains or losses on real estate activity, gains or losses on re-measurement of equity interest upon acquisition, changes in the fair value of financial instruments, unrealized foreign currency gains or losses, net expenses or recoveries related to natural disasters and non-cash charges related to lease terminations, and including our share of EBITDA from unconsolidated entities and adjustments for(h) any other immaterial or identified items. incremental items set forth in the Normalized FFO reconciliation included herein.     

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The following table sets forth a reconciliationsummarizes our FFO and Normalized FFO for each of net income attributable to common stockholders to Adjusted EBITDA for the three years ended December 31, 2018, 20172021 (dollars in thousands). The decrease in Normalized FFO for the year ended December 31, 2021 over the prior year is due to the impact of COVID-19 on our senior housing and 2016:
 For the Years Ended December 31,
 2018 2017 2016
 (In thousands)
Net income attributable to common stockholders$409,467
 $1,356,470
 $649,231
Adjustments:     
Interest442,497
 448,196
 419,740
Loss on extinguishment of debt, net58,254
 754
 2,779
Taxes (including amounts in general, administrative and professional fees)(37,230) (57,307) (29,129)
Depreciation and amortization919,639
 887,948
 898,924
Non-cash stock-based compensation expense29,963
 26,543
 20,958
Merger-related expenses, deal costs and re-audit costs33,608
 12,653
 25,141
Net income attributable to noncontrolling interests, net of consolidated joint venture partners’ share of EBITDA(10,420) (12,975) (12,654)
Loss (income) from unconsolidated entities, net of Ventas share of EBITDA from unconsolidated entities86,278
 32,219
 25,246
Gain on real estate dispositions(46,247) (717,273) (98,202)
Unrealized foreign currency losses (gains)138
 (612) (1,440)
Changes in fair value of financial instruments(54) (61) 51
Gain on re-measurement of equity interest upon acquisition, net
 (3,027) 
Non-cash charges related to lease terminations21,299
 
 
Natural disaster expenses (recoveries), net54,684
 11,601
 
Adjusted EBITDA$1,961,876
 $1,985,129
 $1,900,645
triple-net lease segments, and decreased NOI from dispositions during 2020 and 2021, partially offset by a decrease in interest expense and additional property level NOI from the New Senior acquisition.

 For the Years Ended December 31,
 202120202019
Net income attributable to common stockholders$49,008 $439,149 $433,016 
Adjustments:   
Depreciation and amortization on real estate assets1,192,856 1,104,114 1,039,550 
Depreciation on real estate assets related to noncontrolling interests(18,498)(16,767)(9,762)
Depreciation on real estate assets related to unconsolidated entities17,888 4,986 187 
Gain on real estate dispositions related to unconsolidated entities— — (1,263)
Gain (loss) on real estate dispositions related to noncontrolling interests302 (9)343 
Gain on real estate dispositions(218,788)(262,218)(26,022)
FFO attributable to common stockholders1,022,768 1,269,255 1,436,049 
Adjustments:   
Change in fair value of financial instruments1,207 (21,928)(78)
Non-cash income tax benefit(1,224)(98,114)(58,918)
Loss on extinguishment of debt, net64,558 10,791 41,900 
Gain on transactions related to unconsolidated entities(6,328)(597)(18)
Transaction expenses and deal costs54,874 34,690 18,208 
Amortization of other intangibles(21,627)472 484 
Other items related to unconsolidated entities1,479 (614)3,291 
Non-cash impact of changes to equity plan1,796 (452)7,812 
Natural disaster expenses (recoveries), net10,147 1,247 (25,683)
Impact of Holiday lease termination— (50,184)— 
Write-off of straight-line rental income, net of noncontrolling interests— 70,863 — 
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests(9,074)34,543 — 
Normalized FFO attributable to common stockholders$1,118,576 $1,249,972 $1,423,047 


NOI

We also consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results with those of other real estate companies and between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. Cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies.

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The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands):
 For the Years Ended December 31,
 202120202019
Net income attributable to common stockholders$49,008 $439,149 $433,016 
Adjustments:   
Interest and other income(14,809)(7,609)(10,984)
Interest expense440,089 469,541 451,662 
Depreciation and amortization1,197,403 1,109,763 1,045,620 
General, administrative and professional fees129,758 130,158 158,726 
Loss on extinguishment of debt, net59,299 10,791 41,900 
Transaction expenses and deal costs47,318 29,812 15,235 
Allowance on loan receivable and investments(9,082)24,238 — 
Other37,110 707 (10,339)
Net income attributable to noncontrolling interests7,551 2,036 6,281 
(Income) loss from unconsolidated entities(4,983)(1,844)2,454 
Income tax expense (benefit)4,827 (96,534)(56,310)
Gain on real estate dispositions(218,788)(262,218)(26,022)
NOI$1,724,701 $1,847,990 $2,051,239 
See “Results of Operations” for discussions regarding both segment NOI and same-store segment NOI. We define same-store as properties owned, consolidated and operational for the years ended December 31, 2018, 2017full period in both comparison periods and 2016: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 portfolio performance.

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

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

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

55

 For the Years Ended December 31,
 2018 2017 2016
 (In thousands)
Net income attributable to common stockholders$409,467
 $1,356,470
 $649,231
Adjustments:     
Interest and other income(24,892) (6,034) (876)
Interest442,497
 448,196
 419,740
Depreciation and amortization919,639
 887,948
 898,924
General, administrative and professional fees151,982
 135,490
 126,875
Loss on extinguishment of debt, net58,254
 754
 2,779
Merger-related expenses and deal costs30,557
 10,645
 25,556
Other66,768
 20,052
 9,988
Net income attributable to noncontrolling interests6,514
 4,642
 2,259
Loss (income) from unconsolidated entities55,034
 561
 (4,358)
Income tax benefit(39,953) (59,799) (31,343)
Gain on real estate dispositions(46,247) (717,273) (98,202)
NOI$2,029,620
 $2,081,652
 $2,000,573


Asset/Liability Management

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

Market Risk

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

Factors—We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our decision to hedge against interest rate risk might not be effective.” included in Part I, Item 1A of this Annual Report.
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The table below sets forth certain information with respect to our debt, excluding premiums and discounts.discounts (dollars in thousands):
 As of December 31,
 202120202019
Balance:   
Fixed rate:   
Senior notes$8,729,102$8,869,036$8,584,056
Unsecured term loans200,000200,000200,000
Secured revolving construction credit facility160,492
Mortgage loans and other2,061,8801,389,2271,325,854
Subtotal fixed rate10,990,98210,458,26310,270,402
Variable rate:   
Senior notes235,664231,018
Unsecured revolving credit facility56,44839,395120,787
Unsecured term loans395,757392,773385,030
Commercial paper notes280,000567,450
Secured revolving construction credit facility154,098
Mortgage loans and other369,951702,878671,115
Subtotal variable rate1,102,1561,524,8081,975,400
Total$12,093,138$11,983,071$12,245,802
Percent of total debt:   
Fixed rate:   
Senior notes72.1 %73.9 %70.1 %
Unsecured term loans1.7 1.7 1.6 
Secured revolving construction credit facility— — 1.3 
Mortgage loans and other17.0 11.6 10.8 
Variable rate:   
Senior notes— 2.0 1.9 
Unsecured revolving credit facility0.5 0.3 1.0 
Unsecured term loans3.3 3.3 3.1 
Commercial paper notes2.3 — 4.7 
Secured revolving construction credit facility— 1.3 — 
Mortgage loans and other3.1 5.9 5.5 
Total100.0 %100.0 %100.0 %
Weighted average interest rate at end of period:   
Fixed rate:   
Senior notes3.7 %3.7 %3.7 %
Unsecured term loans3.6 3.6 2.0 
Secured revolving construction credit facility— — 4.5 
Mortgage loans and other3.6 3.5 3.7 
Variable rate:
Senior notes— 1.0 2.5 
Unsecured revolving credit facility1.1 1.0 2.4 
Unsecured term loans1.4 1.4 2.9 
Commercial paper notes0.3 — 2.0 
Secured revolving construction credit facility— 1.9 — 
Mortgage loans and other1.7 1.9 3.4 
Total3.4 3.4 3.5 

57

 As of December 31,
 2018 2017 2016
 (Dollars in thousands)
Balance:     
Fixed rate:     
Senior notes$7,945,598
 $8,218,369
 $7,854,264
Unsecured term loans400,000
 200,000
 200,000
Mortgage loans and other(1)
698,136
 1,010,517
 1,426,837
Variable rate:     
Senior notes
 400,000
 
Unsecured revolving credit facility765,919
 535,832
 146,538
Unsecured term loans500,000
 700,000
 1,271,215
Secured revolving construction credit facility90,488
 2,868
 
Mortgage loans and other(1)
429,561
 298,047
 292,060
Total$10,829,702
 $11,365,633
 $11,190,914
Percent of total debt:     
Fixed rate:     
Senior notes73.4% 72.3% 70.2%
Unsecured term loans3.7
 1.8
 1.8
Mortgage loans and other(1)
6.4
 8.9
 12.7
Variable rate:     
Senior notes
 3.5
 
Unsecured revolving credit facility7.1
 4.7
 1.3
Unsecured term loans4.6
 6.2
 11.4
Secured revolving construction credit facility0.8
 0.0
 
Mortgage loans and other(1)
4.0
 2.6
 2.6
Total100.0% 100.0% 100.0%
Weighted average interest rate at end of period:     
Fixed rate:     
Senior notes3.8% 3.7% 3.6%
Unsecured term loans2.8
 2.1
 2.2
Mortgage loans and other(1)
4.4
 5.2
 5.6
Variable rate:     
Senior notes
 2.3
 
Unsecured revolving credit facility3.2
 2.3
 1.9
Unsecured term loans3.3
 2.3
 1.7
Secured revolving construction credit facility4.1
 3.1
 
Mortgage loans and other(1)
3.4
 2.9
 2.1
Total3.7
 3.6
 3.6

(1)
Excludes mortgage debt of $57.4 million related to real estate assets classified as held for sale as of December 31, 2017. All amounts were included in liabilities related to assets held for sale on our Consolidated Balance Sheets.

The variable rate debt in the table above reflects, in part, the effect of $148.8$145.6 million notional amount of interest rate swaps with maturities ranging from March 2022 to May 2022, in each case that effectively convert fixed rate debt to variable rate debt. In addition, the fixed rate debt in the table above reflects, in part, the effect of $516.2$303.1 million and C$274.0 million notional amount of interest rate swaps with maturities ranging from January 2023 to April 2019 to September 2027,2031, in each case that effectively convert variable rate debt to

fixed rate debt. See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT”“Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.     

The increase in our fixed rate debt from December 31, 2020 to December 31, 2021 was primarily due to an increase in mortgage loans outstanding, largely as a result of mortgage debt assumed in connection with the New Senior Acquisition, and the issuance of $500.0 million of senior notes due in 2031, partially offset by the redemptions of senior notes due in 2022 and 2023.

The decrease in our outstanding variable rate debt at December 31, 20182021 compared to December 31, 20172020 is primarily attributable to 2018 interest rate swap activitythe payoffs of senior notes, the secured revolving construction credit facility, and secured mortgages, all partially offset by increased mortgage and unsecured revolving credit facility borrowings.an increase in commercial paper notes outstanding.

Assuming a 100 basis point increase in the weighted average interest rate related to our variable rate debt and assuming no change in our variable rate debt outstanding as of December 31, 2018,2021, interest expense for 2019on an annualized basis would increase by approximately $16.2$10.4 million, or $0.04$0.03 per diluted common share.

As of December 31, 20182021 and 2017,2020, our joint venture partners’ aggregate share of total debt was $100.9$278.0 million and $76.7$271.6 million, respectively, with respect to certain properties we owned through consolidated joint ventures. Total debt does not include our portion of debt related to investments in unconsolidated real estate entities, which was $40.8$338.1 million and $90.3$213.0 million as of December 31, 20182021 and 2017,2020, respectively.

The fair value of our fixed and variable rate debt is based on current market interest rates at which we could obtain similar borrowings. ForIncreases 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 fluctuations generallydate. While changes in market interest rates affect the fair value butof our fixed rate debt, these changes do not affect the interest expense associated with our earnings or cash flows.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 as(dollars in thousands):
 As of December 31,
 20212020
Gross book value$10,990,981 $10,458,262 
Fair value11,766,336 11,550,236 
Fair value reflecting change in interest rates:
-100 basis points12,437,306 12,204,507 
+100 basis points11,164,150 10,951,483 

The change in fair value of our fixed rate debt from December 31, 2018 and 2017:
2020 to December 31, 2021 was due primarily to the assumption of fixed rate mortgage debt in our acquisition of New Senior partially offset by 2021 senior note repayments, net of new issuances.
 As of December 31,
 2018 2017
 (In thousands)
Gross book value$9,043,734
 $9,428,886
Fair value(1)
8,926,280
 9,640,893
Fair value reflecting change in interest rates(1):
   
-100 basis points9,574,799
 10,148,313
+100 basis points8,568,149
 9,184,409

(1)
The change in fair value of our fixed rate debt from December 31, 2017 to December 31, 2018 was due primarily to 2018 senior note and mortgage repayments, partially offset by a 2018 interest rate swap that effectively converts LIBOR-based floating rate debt to fixed rate debt.

As of December 31, 20182021 and 2017,2020, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $479.4$498.0 million and $1.3 billion,$565.7 million, respectively. See “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS”“Note 6 – Loans Receivable and “NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS”Investments” and “Note 11 – Fair Values of Financial Instruments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.

As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the year ended December 31, 20182021 (including the impact of existing hedging arrangements), if the value of the U.S.
58


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 normalizedNormalized FFO per share for the year ended December 31, 20182021 would decrease or increase, as applicable, by less than $0.01 per share or 0.1%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.


Concentration and Credit Risk

We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and tenants, operators and managers. We evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular tenant, operator or manager. Operations mix measures the percentage of our operating results that is attributed to a particular tenant, operator or manager, geographic location or business model. The following tables reflect our concentration risk as of the dates and for the periods presented:
 As of December 31,
 20212020
Investment mix by asset type (1):
  
Senior housing communities67.4 %63.5 %
MOBs17.1 19.7 
Life science, research and innovation centers6.7 7.1 
Health systems5.0 5.2 
IRFs and LTACs1.5 1.7 
SNFs0.6 0.7 
Secured loans receivable and investments, net1.7 2.1 
Total100.0 %100.0 %
Investment mix by tenant, operator and manager (1):
  
Atria19.8 %20.8 %
Sunrise10.0 10.4 
Brookdale Senior Living7.8 8.2 
Ardent4.7 4.9 
Kindred1.0 1.1 
All other56.7 54.6 
Total100.0 %100.0 %

(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale) as of each reporting date.
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As of
December 31,
 2018 2017
Investment mix by asset type(1):
   
Seniors housing communities61.6% 60.3%
MOBs20.4
 19.8
Research and innovation centers8.1
 7.3
Health systems5.6
 5.3
IRFs and LTACs1.7
 1.7
SNFs0.8
 0.7
Secured loans receivable and investments, net1.8
 4.9
Investment mix by tenant, operator and manager(1):
   
Atria22.1% 22.3%
Sunrise11.0
 10.8
Brookdale Senior Living8.4
 7.5
Ardent5.2
 4.9
ESL3.9
 
Kindred1.1
 1.1
All other48.3
 53.4
 For the Years Ended December 31,
 202120202019
Operations mix by tenant and operator and business model:   
Revenues (1):
   
Senior living operations59.4 %58.0 %55.8 %
Brookdale Senior Living (2)
3.9 4.4 4.7 
Ardent3.3 3.2 3.1 
Kindred3.8 3.5 3.3 
All others29.6 30.9 33.1 
Total100.0 %100.0 %100.0 %
NOI: 
Senior living operations26.8 %29.4 %31.1 %
Brookdale Senior Living (2)
8.6 9.0 8.7 
Ardent7.4 6.6 5.8 
Kindred7.8 7.1 6.3 
All others49.4 47.9 48.1 
Total100.0 %100.0 %100.0 %
Operations mix by geographic location (3):
 
California15.0 %15.7 %15.9 %
New York7.6 8.1 8.8 
Texas6.1 6.1 6.0 
Pennsylvania4.6 4.6 4.7 
North Carolina4.0 4.1 4.3 
All others62.7 61.4 60.3 
Total100.0 %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.

(1)Total revenues include office building and other services revenue, revenue from loans and investments and interest and other income (including amounts related to assets classified as held for sale).
 
For the Year Ended
December 31,
 2018 2017 2016
Operations mix by tenant and operator and business model:     
Revenues(1):
     
Senior living operations55.3% 51.6% 53.6%
Brookdale Senior Living(2)
4.3
 4.7
 4.8
Ardent3.1
 3.1
 3.1
Kindred3.5
 4.7
 5.4
All others33.8
 35.9
 33.1
Adjusted EBITDA(3):
     
Senior living operations31.3% 28.7% 30.9%
Brookdale Senior Living(2)
6.7
 7.6
 7.9
Ardent5.1
 5.1
 5.1
Kindred5.6
 7.7
 8.9
All others51.3
 50.9
 47.2
NOI(4):
     
Senior living operations30.7% 28.5% 30.2%
Brookdale Senior Living(2)
7.6
 8.0
 8.3
Ardent5.7
 5.3
 5.3
Kindred6.4
 8.1
 9.2
All others49.6
 50.1
 47.0
Operations mix by geographic location(5):
     
California15.7% 15.3% 15.3%
New York8.4
 8.6
 8.8
Texas6.2
 5.8
 6.3
Pennsylvania4.6
 4.2
 3.7
Florida4.4
 4.4
 4.5
All others60.7
 61.7
 61.4
(2)Results exclude eight senior housing communities which are included in the senior living operations reportable business segment.
(3)Ratios are based on total revenues (including amounts related to assets classified as held for sale) for each period presented.

(1)
Total revenues include medical office building and other services revenue, revenue from loans and investments and interest and other income (excluding amounts in discontinued operations and including amounts related to assets classified as held for sale).
(2)
Excludes two seniors housing communities included in the senior living operations reportable business segment.
(3)
Includes amounts in discontinued operations.
(4)
Excludes amounts in discontinued operations.
(5)
Ratios are based on total revenues (excluding amounts in discontinued operations and including amounts related to assets classified as held for sale) for each period presented.

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

We derive a significant portion of our revenues by leasing assets under long-term triple-net leases in which the rental rate is generally fixed with annual escalators, subject to certain limitations. Some of our triple-net lease escalators are contingent upon the satisfaction of specified facility revenue parameters or based on increases in the Consumer Price Index (“CPI”), with caps, floors or collars. We also earn revenues directly from individual residents in our seniorssenior housing communities that are managed by independent operators, such as Atria Sunrise and ESL,Sunrise, and tenants in our office buildings. For the year ended December 31, 2018, 56.4% of our Adjusted EBITDA (including amounts in discontinued operations) was derived from our senior living operations and office operations, for which rental rates may fluctuate more frequently upon lease rollovers and renewals due to shorter term leases and changing economic or market conditions.



The concentration of our triple-net leased properties segment revenues and operating income that are attributed to Brookdale Senior Living, Ardent and Kindred creates credit risk. If any of Brookdale Senior Living, Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. See “Risk Factors—Risks Arising from Our Business—Our leasesBusiness Operations and other agreements with Brookdale Senior Living, Ardent and Kindred account for aStrategy Risks—A significant portion of our revenues and operating income; any failure, inability or unwillingness byincome is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, or Kindred, to satisfy its obligations under our agreements could have a Material Adverse Effect on usAtria and Sunrise.” included in Part I, Item 1A of this Annual Report on Form 10-K and “NOTE 3—CONCENTRATION OF CREDIT RISK”“Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.

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

Because Atria 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 Atria Sunrise and ESLSunrise to set appropriate resident fees, to provide accurate property-level financials results for our properties in a timely manner and otherwise operate our seniorssenior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s Sunrise’s or ESL’sSunrise’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. See “Risk Factors—Risks Arising from Our Business—The properties managed by Atria, SunriseBusiness Operations and ESL account for a significant portion of our revenues and operating income; adverse developments in Atria’s, Sunrise’s or ESL’s business and affairs or financial condition could have a Material Adverse Effect on us” 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 renewedStrategy Risks.” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.


OurWe hold a 34% ownership interestsinterest in Atria, and ESL entitlewhich entitles us to certaincustomary minority rights and protections, as well as the right to appoint two of the six members on each’sthe Atria Board of Directors.    

Triple-Net Lease Performance and Expirations

IfAny 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 Effectmaterial adverse effect on us. During the year ended December 31, 2018,2021, we had no triple-net lease renewals or expirations without renewal that, in the aggregate, had a material impact on our financial condition or results of operations for that period. See “Risk Factors—Risks Arising from Our Business—Business Operations and Strategy Risks—If we must replace any of our tenants or operators,managers, we mightmay be unable to reposition the propertiesdo so 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 usadversely affect our business, financial condition and results of operations.” included in Part I, Item IA of this Annual Report on Form 10-K.Report.

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The following table summarizes our triple-net lease expirations in our triple-net leased properties segment currently scheduled to occur over the next 10 years (excluding leases related toas of December 31, 2021 (dollars in thousands):
Number of
Properties(1)
2021 Annualized Base Rent (“ABR”)(2)
% of 2021 Total Triple-Net Leased Properties Segment Rental Income
2022$5,844 0.9 %
2023 (3)
31,750 4.9 
202426 14,484 2.2 
2025163 207,869 31.8 
202636 44,045 6.7 
202713,194 2.0 
202827 29,109 4.5 
202916 16,862 2.6 
20304,891 0.7 
20311,397 0.2 
(1)Excludes assets sold or classified as held for sale, unconsolidated entities development properties not yet operational, unconsolidated joint ventures and land parcels.
(2)ABR represents the annualized impact of the current period’s cash base rent at 100% share for consolidated entities. ABR does not include common area maintenance charges, the amortization of above/below market lease intangibles or other noncash items. ABR is used only for the purpose of determining lease expirations.
(3)Relates to six LTACs leased by Kindred. Kindred may extend the term for 5 years by delivering a renewal notice to the Company 12 to 18 months prior to expiration. We cannot assure you that Kindred will exercise its renewal option for these LTACs. See “Risk Factors—Our Business Operations and Strategy Risk—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of December 31, 2018):operations.” included in Part I, Item 1A of this Annual Report.
 
Number of
Properties
 2018 Annual Rental Income % of 2018 Total Triple-Net Leased Properties Segment Rental Income
 (Dollars in thousands)
2019
 $
 %
20201
 4,317
 0.6
202136
 40,268
 5.5
20229
 9,435
 1.3
202313
 33,098
 4.5
202432
 21,982
 3.0
2025187
 307,019
 41.6
202634
 40,716
 5.5
20277
 8,786
 1.2
202862
 99,654
 13.5


Liquidity and Capital Resources

As of December 31, 2018, we had a total of $72.3 million of unrestricted cash and cash equivalents, operating cash and cash related to our senior living operations and office operations reportable business segments that is deposited and held in property-level accounts. Funds maintained in the property-level accounts are used primarily for the payment of property-level expenses, debt service payments and certain capital expenditures. As of December 31, 2018, we also had escrow deposits and restricted cash of $59.2 million, $2.2 billion of unused borrowing capacity available under our unsecured revolving credit facility and $309.5 million of unused borrowing capacity available under our secured revolving credit facility.

During 2018,2021, our principal sources of liquidity were cash flows from operations, proceeds from the issuance of debt and equity securities, proceeds from loans receivable repayments, borrowings under our unsecured revolving credit facility, and proceeds from asset sales and cash on hand.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, including $293.3 million of senior notes;debt; (iv) fund capital expenditures; (v) fund acquisitions, investments and commitments includingand 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. In addition,Depending upon the availability of external capital, we may electbelieve our liquidity is sufficient to prepay outstanding indebtedness prior to maturity based on our analysisfund these uses of various factors. 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.facilities and commercial paper program. However, an inability to access liquidity through multiple capital sources concurrently could have a Material Adverse Effectmaterial adverse effect on us.

Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. See Note 10 – Senior Notes Payable and Other Debt and Note 14 – Commitments and Contingencies of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for amounts outstanding as of December 31, 2021 relating to our long-term debt obligations and operating obligations, respectively.

While continuing decreased revenue and net operating income as a result of the COVID-19 pandemic could lead to downgrades of our long-term credit rating and therefore adversely impact our cost of borrowing, we currently believe we will continue to have access to one or more debt markets during the duration of the pandemic and could seek to enter into secured debt financings or issue debt and equity securities to satisfy our liquidity needs, although no assurances can be made in this regard. See “COVID-19 Update.” See “Risk Factors—Risks Arising from Our Capital Structure—Structure Risks—We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategystrategy.” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.
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Loans Receivable and Investments

In October 2021, we received proceeds of $45.0 million in full repayment of a note from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.

In July 2021, we received $66 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020.

In July 2021, we received aggregate proceeds of $224 million from the redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest. The redemption resulted in a gain of $16.6 million which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2020, $23.0 million of unrealized gain related to these securities was included in accumulated other comprehensive income.

Credit Facilities, Commercial Paper and Unsecured Term Loans

OurIn January 2021, we entered into an amended and restated unsecured credit facility is(the “New Credit Facility”) comprised of a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The New Credit Facility replaced our previous $3.0 billion unsecured revolving credit facility priced at LIBOR plus 0.875% as of December 31, 2018.. The unsecured revolving credit facilityNew Credit Facility matures in 2021,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 facilityNew Credit Facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion.billion, subject to the satisfaction of certain conditions.

As of December 31, 2018,2021, we had $765.9$2.7 billion of undrawn capacity on our New Credit Facility with $56.4 million of borrowings outstanding $23.1and an additional $24.9 million ofrestricted to support outstanding letters of credit outstanding and $2.2 billioncredit. We limit our use of unused borrowing capacity available underthe New Credit Facility, to the extent necessary, to support our unsecured revolving credit facility.


In July 2018, we entered into a new $900.0 million unsecured term loan facility priced at LIBOR plus 0.90%. The new term loan facility is comprised of a $300.0 million term loan that matures in 2023 and a $600.0 million term loan that matures in 2024.  The new term loan facility also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.5 billion. This unsecured term loan facility replaced and repaid in full our $900.0 million unsecured term loan due 2020 priced at LIBOR plus 0.975%.    
commercial paper program when commercial paper notes are outstanding. As of December 31, 2018,2021, we also had a $400.0 million secured revolving construction credit facility with $90.5$280.0 million of borrowings outstanding and $309.5 million of unused borrowing capacity. The secured revolving construction credit facility matures in 2022 and is primarily used to finance research and innovation center and other construction projects.commercial paper outstanding.

The agreements governing our credit facilities require us to comply with various financial and other restrictive covenants. See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. We were in compliance with all of these covenants at December 31, 2018.

Commercial Paper Program

In January 2019,Our wholly owned subsidiary, Ventas Realty, established an unsecured commercial paper note program initially rated A2/P2/F2. Under the terms of the program, weLimited 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$1.0 billion. The notes will beare sold under customary terms in the United StatesU. S. commercial paper note market and will rankare ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes will beare fully and unconditionally guaranteed by Ventas.Ventas, Inc. As of December 31, 2021, we had $280.0 million borrowings outstanding under our commercial paper program.

Senior Notes

As of December 31, 2018,2021, we had $7.0a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million.

As of December 31, 2021, we had a C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

During the year ended December 31, 2021, we terminated the $400.0 million secured revolving construction credit facility, resulting in a loss on extinguishment of debt of $0.5 million.

Senior Notes

In December 2021, Ventas Canada issued and sold C$475.0 million aggregate principal amount of 2.45% senior notes, Series G and C$300.0 million aggregate principal amount of 3.30% senior notes, Series H, due 2027 and 2031 at 99.79% and 99.65% of par, respectively.

In November 2021, Ventas Canada issued a make whole notice of redemption for the entirety of the C$250.0 million aggregate principal amount of 3.30% senior notes due 2022, resulting in a loss on extinguishment of debt of $0.8 million during the year ended December 31, 2021. The redemption settled in December 2021, principally using cash on hand.

In November 2021, Ventas Canada repaid in full, at par, our variable rate C$300.0 million principal amount then outstanding senior notes due 2021 upon maturity.
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In August 2021, Ventas Realty issued and sold $500.0 million aggregate principal amount of 2.50% senior notes due 2031 at 99.74% of par.

In August 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.125% senior notes due 2023, resulting in a loss on extinguishment of debt of $20.9 million for the year ended December 31, 2021. The redemption settled in September 2021, principally using cash on hand.

In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole notice of redemption for the entirety of the $263.7 million aggregate principal amount of 3.25% senior notes due 2022, resulting in a loss on extinguishment of debt of $8.2 million for the year ended December 31, 2021. The redemption settled in August 2021, principally using cash on hand.

In February 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, resulting in a loss on extinguishment of debt of $27.3 million for the year ended December 31, 2021. The redemption settled in March 2021, principally using cash on hand.

As of December 31, 2021, we had outstanding $7.2 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), and guaranteed by Ventas, Inc. outstanding as follows:

$500.0 million principal amount of 2.70% senior notes due 2020 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);

$600.0 million principal amount of 4.25% senior notes due 2022 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);

$500.0 million principal amount of 3.25% senior notes due 2022 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);

$400.0 million principal amount of 3.125% senior notes due 2023;

$400.0 million principal amount of 3.10% senior notes due 2023;

$400.0 million principal amount of 3.75% senior notes due 2024;

$600.0 million principal amount of 3.50% senior notes due 2025;

$500.0 million principal amount of 4.125% senior notes due 2026;

$450.0 million principal amount of 3.25% senior notes due 2026;

$400.0 million principal amount of 3.85% senior notes due 2027;

$650.0 million principal amount of 4.00% senior notes due 2028;

$750.0 million principal amount of 4.40% senior notes due 2029;

$258.8 million principal amount of 5.45% senior notes due 2043 (co-issued with Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation);

$300.0 million principal amount of 5.70% senior notes due 2043; and

$300.0 million principal amount of 4.375% senior notes due 2045.

As of December 31, 2018, we hadapproximately $75.2 million aggregate principal amount of senior notes ofissued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, outstanding as follows:

$52.4 million principal amountin connection with our acquisition of 6.90% senior notes due 2037 (subject to earlier repayment at the option of the holder);NHP, and
$22.8 million principal amount of 6.59% senior notes due 2038 (subject to earlier repayment at the option of the holder).

In addition, as of December 31, 2018, we had $861.6 million C$1.9 billion aggregate principal amount of senior notes ofissued by our wholly owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc. outstanding as follows:

$293.3 million (C$400.0 million) principal amount of 3.00% senior notes, series A due 2019;

$183.3 million (C$250.0 million) principal amount of 3.30% senior notes, Series C due 2022;

$201.7 million (C$275.0 million) principal amount of 2.55% senior notes, series D due 2023; and

$183.3 million (C$250.0 million) principal amount of 4.125% senior notes, series B due 2024.

In March 2017, Ventas Realty issued and sold $400.0 million aggregate principal amount of 3.10% senior notes due 2023 at a public offering price equal to 99.28% of par, for total proceeds of $397.1 million before the underwriting discount and expenses, and $400.0 million aggregate principal amount of 3.85% senior notes due 2027 at a public offering price equal to 99.20% of par, for total proceeds of $396.8 million before the underwriting discount and expenses.

In April 2017, we repaid in full, at par, $300.0 million aggregate principal amount then outstanding of our 1.25% senior notes due 2017 upon maturity.

In June 2017, Ventas Canada Finance Limited issued and sold C$275.0 million aggregate principal amount of 2.55% senior notes, Series D due 2023 at a price equal to 99.95% of par, for total proceeds of C$274.9 million before the agent fees and expenses. The notes were offered on a private placement basis in Canada. We used part of the proceeds to repay C$124.4 million on our unsecured term loan due 2019.

In February 2018, we repaid in full, at par, $700.0 million aggregate principal amount then outstanding of our 2.00% senior notes due February 2018 upon maturity.

In February 2018, Ventas Realty issued and sold $650.0 million aggregate principal amount of 4.00% senior notes due 2028 at a public offering price equal to 99.23% of par, for total proceeds of $645.0 million before the underwriting discount and expenses.

In February 2018, we redeemed $502.1 million aggregate principal amount then outstanding of our 4.00% senior notes due April 2019 at a public offering price of 101.83% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $11.0 million. The redemption was funded using cash on hand and borrowings under our unsecured revolving credit facility. In April 2018, we repaid the remaining balance then outstanding of our 4.00% senior notes due April 2019 of $97.9 million and recognized a loss on extinguishment of debt of $1.8 million.

In August 2018, Ventas Realty issued and sold $750.0 million aggregate principal amount of 4.40% senior notes due 2029 at a public offering price equal to 99.95% of par, for total proceeds of $749.7 million before the underwriting discount and expenses.

In August 2018, we redeemed $549.5 million aggregate principal amount then outstanding of our 4.75% senior notes due 2021 at a public offering price of 104.56% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $28.3 million. The redemption was funded using proceeds from our August 2018 senior note issuance, cash on hand and borrowings under our unsecured revolving credit facility. In September 2018, we repaid the remaining balance then outstanding of our 4.75% senior notes due 2021 of $150.5 million and recognized a loss on extinguishment of debt of $7.6 million.


In January 2019, we redeemed $258.8 million aggregate principal amount then outstanding of our 5.45% senior notes due 2043 at a public offering price at par, plus accrued and unpaid interest to the redemption date. Notice of the redemption was given in November 2018 and, as a result, we recognized a non-cash charge to loss on extinguishment of debt of $7.1 million during the year ended December 31, 2018.

We may, from time to time, seek to retire or purchase our outstanding senior notes for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for future access to capital and other factors. The amounts involved may be material.

The indentures governing our outstanding senior notes require us to comply with various financial and other restrictive covenants. See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. We were in compliance with all of these covenants at December 31, 2018.2021.

Mortgage Loan ObligationsMortgages

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

At December 31, 20182021 and 2017,2020, our consolidated aggregate principal amount of mortgage debt outstanding was $1.1$2.4 billion and $1.3$2.1 billion, respectively, of which our share was $1.0$2.2 billion and $1.2$1.8 billion respectively.

For the years ended December 31, 2018, 2017 and 2016, we repaid in full mortgage loans in the aggregate principal amounts of $485.7 million, $411.4 million and $337.8 million, respectively.

Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada Finance Limited’s senior notes.

See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY” and “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Derivatives and Hedging

In January and February 2017, we entered into a totalthe normal course of $275 million of notional forward starting swaps with an effective date of April 3, 2017 that reduced our exposure to fluctuations in interest rates related to changes in rates between the trade dates of the swaps and the forecasted issuance of long-term debt. The rate on the notional amounts was locked at a weighted average rate of 2.33%. In March 2017, these swaps were terminated in conjunction with the issuance of the 3.85% senior notes due 2027, which resulted in a $0.8 million gain that is being recognized over the life of the notes using the effective interest method.

In March 2017, we entered intobusiness, interest rate swaps totaling a notional amount of $400 million with a maturity of January 15, 2023, effectively converting fixedfluctuations 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 three month LIBOR-based floating rate debt.  As a result, we would pay a floating rate equal to three month LIBOR plus a weighted average swap spread of 0.98%. In August 2018, $200 million notional amountmitigate the impact of these swaps were terminated, which resulted in a $6.6 million loss that is being recognized over the life of the notes using the effective interest method. In December 2018, the remaining $200 million notional amount of these swaps were terminated, which resulted in a $5.1 million loss that is being recognized over the life of the notes using the effective interest method.risks.
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During June and December 2017, we entered into a total of $200 million notional forward starting swaps that reduced our exposure to fluctuations in interest rates prior to the February 2018 issuance of 4.00% senior notes due 2028. On the issuance date, we realized a gain of $10.0 million from these swaps that is being recognized over the life of the notes using the effective interest method.

In August 2018, we entered into interest rate swaps totaling a notional amount of $200 million with a maturity of January 31, 2023 that effectively converts LIBOR-based floating rate debt to fixed rate debt.

During the twelve months ended December 31, 2018, we entered into $300 million notional value forward starting swaps that reduced our exposure to fluctuations in interest rates prior to our August 2018 issuance of 4.40% senior notes due 2029, which resulted in a $4.4 million gain that is being recognized over the life of the notes using the effective interest method.

Dividends

During 2021, we declared four dividends totaling $1.80 per share of our common stock, including a fourth quarter dividend of $0.45 per share. In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2019.2022.

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

Capital Expenditures

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

To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.

We are party to certain agreements that obligate us to develop seniorssenior housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2018,2021, we had 1914 properties under development pursuant to these agreements, including fivefour properties that are owned by unconsolidated real estate entities. In addition, from time to time, we engage in redevelopment projects with respect to our existing seniorssenior housing communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Equity Offerings and Related Events

WeFrom time to time, we may sell our common stock from time to time under an “at-the-market” equity offering program (“ATM program”). In August 2018,November 2021, we replaced our expired ATM program with an identicala similar program, under which we may sell up to an aggregate of $1.0 billion of our common stock.

For the year ended December 31, 2018, we issued and sold no shares of common stock under our ATM program. Therefore, as As of December 31, 2018,2021, we have $1.0 billion of our common stock remained available for saleremaining under our existing ATM program.
Other

We received proceeds of $8.8 million and $16.3 million for During the years ended December 31, 20182021, 2020 and 2017, respectively, from the exercises of outstanding stock options. Future proceeds from the exercises of stock options will be affected primarily by the future trading price2019, we sold 10.9 million, 1.5 million and 2.7 million shares of our common stock under our previous ATM program for gross proceeds of $626.4 million, $66.6 million and $177.9 million, respectively, at an average gross price of $57.71, $44.88 and $66.75 per share, respectively.

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


options outstanding decreased to 4.8 million as of December 31, 2018, from 5.0 million as of December 31, 2017. The weighted average exercise price was $59.20 as of December 31, 2018.
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Cash Flows

The following table sets forth our sources and uses of cash flows for the years ended December 31, 20182021 and 2017:
2020 (dollars in thousands):
For the Years Ended
December 31,
(Decrease) Increase
to Cash
For the Years Ended
December 31,
 
(Decrease) Increase
to Cash
20212020$%
2018 2017 $ %
(Dollars in thousands)
Cash, cash equivalents and restricted cash at beginning of period$188,253
 $367,354
 $(179,101) (48.8)%
Cash, cash equivalents and restricted cash at beginning of yearCash, cash equivalents and restricted cash at beginning of year$451,640 $146,102 $305,538 nm
Net cash provided by operating activities1,381,467
 1,428,752
 (47,285) (3.3)Net cash provided by operating activities1,026,116 1,450,176 (424,060)(29.2)
Net cash provided by (used in) investing activities324,496
 (937,107) 1,261,603
 nm
Net cash (used in) provided by investing activitiesNet cash (used in) provided by investing activities(724,140)154,295 (878,435)nm
Net cash used in financing activities(1,761,937) (671,327) (1,090,610) nm
Net cash used in financing activities(558,466)(1,300,021)741,555 57.0 
Effect of foreign currency translation(815) 581
 (1,396) nm
Effect of foreign currency translation1,447 1,088 359 33.0 
Cash, cash equivalents and restricted cash at end of period$131,464
 $188,253
 (56,789) (30.2)
Cash, cash equivalents and restricted cash at end of yearCash, cash equivalents and restricted cash at end of year$196,597 $451,640 $(255,043)(56.5)

nm—not meaningful

Cash Flows from Operating Activities

Cash flows from operating activities decreased $47.3$424.1 million during the year ended December 31, 20182021 over the same period in 20172020 primarily due primarily to increased merger-related expenses and deal coststhe up-front consideration received in connection with the Brookdale transaction in 2020, and the cumulativecontinued impact of asset dispositions and resultingCOVID-19 contributing to lower property income.NOI in 2021.

Cash Flows from Investing Activities

Cash used inflows from investing activities decreased $1.3$0.9 billion during 20182021 over 20172020 primarily due to the second quarter 2018 full repaymentNew Senior acquisition which was partially funded with $1.1 billion of the $700.0 million term loan that we made to Ardent in March 2017 and decreased investment in real estate property and investments during 2018,cash, partially offset by decreased proceeds from real estate disposals principally due to the 2017 sale of 36 SNFs owned by us and operated by Kindred and our $200 million investment in senior unsecured notes issued by a subsidiary of Ardent.dispositions.

Cash Flows from Financing Activities

Cash used inflows from financing activities increased $1.1$0.7 billion during 20182021 over 20172020 primarily due to higher debt repayments using proceeds from 2018 asset sales and loans receivableissuances of common stock, increased borrowings, net of repayments, and increased 2018 cash distributionslower dividends paid to common stockholders.

Contractual Obligations

stockholders during 2021.
The following table summarizes
Off-Balance Sheet Arrangements

We own interests in certain unconsolidated entities as described in Note 7 – Investments in Unconsolidated Entities. Except in limited circumstances, our risk of loss is limited to our investment in the effectjoint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that minimumis owed by a previous owner of certain of our facilities, as described under Note 10 – Senior Notes Payable and Other Debt to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt (which includesbalance plus penalties, if any. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, at December 31, 2020, we had $24.9 million outstanding letter 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 under “Contractual Obligations.”

Guarantor and Issuer Financial Information

Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest payments)with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty, including the senior notes that were jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a direct 100% owned subsidiary of Ventas Realty that has no assets or operations, but was formed in 2002 solely to facilitate offerings of senior notes by a limited partnership. None of our other subsidiaries (excluding Ventas Realty and Ventas Capital Corporation) is obligated with respect to Ventas Realty’s outstanding senior notes.

Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). None
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of our other material noncancelable commitments are expectedsubsidiaries is obligated with respect to haveVentas 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.

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 flow in future periodsfrom our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.

The following summarizes our guarantor and issuer balance sheet and statement of income information as of December 31, 2018:
 Total 
Less than 1 year(3)
 
1 - 3 years(4)
 
3 - 5 years(5)
 
More than 5
years(6)
 (In thousands)
Long-term debt obligations (1) (2)
$14,166,585
 $807,856
 $2,195,947
 $3,651,262
 $7,511,520
Operating obligations, including ground lease obligations724,955
 24,941
 47,922
 37,118
 614,974
Total$14,891,540
 $832,797
 $2,243,869
 $3,688,380
 $8,126,494

(1)
Amounts represent contractual amounts due, including interest.
(2)
Interest on variable rate debt based on rates as of December 31, 2018.
(3)
Includes $293.3 million outstanding principal amount of our 3.00% senior notes, series A due 2019

(4)
Includes $500.0 million outstanding principal amount of our 2.700% senior notes due 2020 and $765.9 million of borrowings outstanding on our unsecured revolving credit facility.
(5)
Includes $90.5 million of borrowings outstanding on our secured revolving construction credit facility, $600.0 million outstanding principal amount of our 4.25% senior notes due 2022, $500.0 million outstanding principal amount of our 3.25% senior notes due 2022, $183.3 million outstanding principal amount of our 3.30% senior notes, Series C due 2022, $300.0 million of borrowings outstanding on our unsecured term loan due 2023, $400.0 million outstanding principal amount of our 3.125% senior notes due 2023, $400.0 million outstanding principal amount of our 3.10% senior notes due 2023 and $201.7 million outstanding principal amount of our 2.55% senior notes, Series D due 2023.
(6)
Includes $600.0 million of borrowings outstanding on our unsecured term loan due 2024, $4.8 billion aggregate principal amount outstanding of our senior notes maturing between 2024 and 2045. $52.4 million aggregate principal amount outstanding of our 6.90% senior notes due 2037 are subject to repurchase, at the option of the holders, on October 1, 2027, and $22.8 million aggregate principal amount outstanding of our 6.59% senior notes due 2038 are subject to repurchase, at the option of the holders, on July 7 in 2023 and 2028.

As of2021 and 2020 and for the years ended December 31, 2018, we had $12.3 million2021, 2020 and 2019 (dollars in thousands).

Balance Sheet Information
As of December 31, 2021
GuarantorIssuer
Assets  
Investment in and advances to affiliates$17,448,874 $3,045,738 
Total assets17,561,305 3,156,840 
Liabilities and equity  
Intercompany loans10,742,915 (3,563,060)
Total liabilities10,972,521 4,097,362 
Redeemable OP unitholder and noncontrolling interests98,356 — 
Total equity (deficit)6,490,428 (940,522)
Total liabilities and equity17,561,305 3,156,840 

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Balance Sheet Information

As of December 31, 2020
GuarantorIssuer
Assets  
Investment in and advances to affiliates$16,576,278 $2,727,931 
Total assets16,937,149 2,844,339 
Liabilities and equity
Intercompany loans10,691,626 (4,532,350)
Total liabilities10,918,320 3,577,009 
Redeemable OP unitholder and noncontrolling interests89,669 — 
Total equity (deficit)5,929,161 (732,670)
Total liabilities and equity16,937,149 2,844,339 

Statement of unrecognized tax benefits that are excluded from the table above, as we are unable to make a reasonable reliable estimateIncome Information
For the Year Ended December 31, 2021
GuarantorIssuer
Equity earnings in affiliates$133,143 $— 
Total revenues137,348 158,255 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests49,694 (215,773)
Net income (loss)49,008 (215,777)
Net income (loss) attributable to common stockholders49,008 (215,777)

Statement of the period of cash settlement, if any, with the respective tax authority.Income Information

For the Year Ended December 31, 2020
GuarantorIssuer
Equity earnings in affiliates$469,311 $— 
Total revenues474,392 143,259 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests440,210 (215,406)
Net income (loss)439,149 (202,845)
Net income (loss) attributable to common stockholders439,149 (202,845)

For the Year Ended December 31, 2019
GuarantorIssuer
Equity earnings in affiliates$362,143 $— 
Total revenues366,243 142,754 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests432,020 (246,929)
Net income (loss)433,016 (246,841)
Net income (loss) attributable to common stockholders433,016 (246,841)


ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk
The information set forth in Part II, Item 7 of this Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management” is incorporated by reference into this Item 7A.

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ITEM 8.    Financial Statements and Supplementary Data
Ventas, Inc.
Index to Consolidated Financial Statements and Financial Statement Schedules


Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)
Consolidated Balance Sheets as of December 31, 20182021 and 20172020
Consolidated Statements of Income for the Years Ended December 31, 2018, 20172021, 2020 and 20162019
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 20172021, 2020 and 20162019
Consolidated Statements of Equity for the Years Ended December 31, 2018, 20172021, 2020 and 20162019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 20172021, 2020 and 20162019
Schedule II — Valuation and Qualifying Accounts
Schedule III — Real Estate and Accumulated Depreciation

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

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2018.2021.

The effectiveness of our internal control over financial reporting as of December 31, 20182021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Report of Independent Registered Public Accounting Firm

To the stockholdersStockholders and boardBoard of directorsDirectors
Ventas, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the “Company”)Company) as of December 31, 20182021 and 2017,2020, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three‑yearthree-year period ended December 31, 2018,2021, and the related notes and financial statement schedules II, III and IV (collectively, the “consolidatedconsolidated financial statements”)statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the years in the three‑yearthree-year period ended December 31, 2018,2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the Company’s internal control over financial reporting as of December 31, 2018,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 8, 201918, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matters

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

New Senior Acquisition

As discussed in Notes 2 and 4 to the consolidated financial statements, on September 21, 2021, the Company acquired New Senior Investment Group Inc. for $2.3 billion, which was accounted for as an asset acquisition (the New Senior Acquisition). The Company recorded the cost of the assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.

We identified the evaluation of the acquisition date fair value measurement of land and buildings and improvements in the New Senior Acquisition as a critical audit matter. A high degree of subjective and complex auditor judgement was required in evaluating the estimated fair value of land and buildings and improvements. Specialized skills and
71


knowledge were required in evaluating comparable land sales, and the selection of certain key assumptions used in the replacement cost method to determine the estimated fair value of buildings and improvements.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the fair value to land and buildings and improvements. For a selection of land values and building replacement cost assumptions, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) comparing the Company’s determination of the estimated fair value of land to sales prices from independently obtained publicly available land sales and (2) comparing certain key assumptions used in the replacement cost method to determine the estimated fair value of buildings and improvements to ranges of market data such as relevant industry guides.

Impairment of real estate investments in the senior living operations segment

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

We identified the evaluation of real estate investments within the senior living operations segment for impairment as a critical audit matter. Subjective auditor judgment was required in evaluating the Company’s determination of the future undiscounted cash flows and estimated fair values of properties where undiscounted cash flows were less than net book value. In particular, the undiscounted cash flows and fair value estimates were sensitive to significant assumptions, including capitalization rates, projected operating cash flows, and stabilization period. Additionally, subjective auditor judgment and specialized skills and knowledge were needed to evaluate market data used by the Company to develop fair values.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment process. This included controls related to the Company’s impairment process and the significant assumptions and fair value estimates described above. To test certain of the Company’s undiscounted cash flow estimates, we evaluated the Company’s forecasts of projected operating cash flows by comparing actual results to the Company’s forecasts adjusted for current market trends. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating the Company’s significant assumptions by comparing the significant assumptions to publicly available market data, and (2) evaluating the Company’s estimates of fair value for certain properties using comparable market data and transactions.

/s/ KPMG LLP

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

Chicago, Illinois
February 8, 201918, 2022

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Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the stockholdersStockholders and boardBoard of directors
Directors Ventas, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Ventas, Inc. and subsidiaries’subsidiaries' (the “Company”)Company) internal control over financial reporting as of December 31, 2018,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)(PCAOB), the consolidated balance sheets of the Company as of December 31, 20182021 and 2017,2020, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2018,2021, and the related notes and financial statement schedules II, III and IV (collectively, the “consolidatedconsolidated financial statements”)statements), and our report dated February 8, 201918, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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


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

/s/ KPMG LLP

Chicago, Illinois
February 8, 201918, 2022

73






VENTAS, INC.
CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)
As of December 31,
20212020
Assets  
Real estate investments:  
Land and improvements$2,432,065 $2,261,415 
Buildings and improvements25,778,490 24,323,279 
Construction in progress269,315 265,748 
Acquired lease intangibles1,369,747 1,230,886 
Operating lease assets317,858 346,372 
30,167,475 28,427,700 
Accumulated depreciation and amortization(8,350,637)(7,877,665)
Net real estate property21,816,838 20,550,035 
Secured loans receivable and investments, net530,126 605,567 
Investments in unconsolidated real estate entities523,465 443,688 
Net real estate investments22,870,429 21,599,290 
Cash and cash equivalents149,725 413,327 
Escrow deposits and restricted cash46,872 38,313 
Goodwill1,046,140 1,051,650 
Assets held for sale28,399 9,608 
Deferred income tax assets, net11,152 9,987 
Other assets565,069 807,229 
Total assets$24,717,786 $23,929,404 
Liabilities and equity  
Liabilities:  
Senior notes payable and other debt$12,027,544 $11,895,412 
Accrued interest106,602 111,444 
Operating lease liabilities197,234 209,917 
Accounts payable and other liabilities1,090,254 1,133,066 
Liabilities related to assets held for sale10,850 3,246 
Deferred income tax liabilities59,259 62,638 
Total liabilities13,491,743 13,415,723 
Redeemable OP unitholder and noncontrolling interests280,283 235,490 
Commitments and contingencies00
Equity:  
Ventas stockholders’ equity:  
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued— — 
Common stock, $0.25 par value; 600,000 shares authorized, 399,420 and 374,609 shares issued at December 31, 2021 and 2020, respectively99,838 93,635 
Capital in excess of par value15,498,956 14,171,262 
Accumulated other comprehensive loss(64,520)(54,354)
Retained earnings (deficit)(4,679,889)(4,030,376)
Treasury stock, 0 shares at both December 31, 2021 and 2020— — 
Total Ventas stockholders’ equity10,854,385 10,180,167 
Noncontrolling interests91,375 98,024 
Total equity10,945,760 10,278,191 
Total liabilities and equity$24,717,786 $23,929,404 
 As of December 31,
 2018 2017
 
(In thousands, except per
share amounts)
Assets   
Real estate investments:   
Land and improvements$2,114,406
 $2,151,386
Buildings and improvements22,437,243
 22,216,942
Construction in progress422,334
 344,151
Acquired lease intangibles1,502,955
 1,548,074
 26,476,938
 26,260,553
Accumulated depreciation and amortization(6,383,281) (5,638,099)
Net real estate property20,093,657
 20,622,454
Secured loans receivable and investments, net495,869
 1,346,359
Investments in unconsolidated real estate entities48,378
 123,639
Net real estate investments20,637,904
 22,092,452
Cash and cash equivalents72,277
 81,355
Escrow deposits and restricted cash59,187
 106,898
Goodwill1,050,548
 1,034,644
Assets held for sale5,454
 65,413
Other assets759,185
 573,779
Total assets$22,584,555
 $23,954,541
Liabilities and equity   
Liabilities:   
Senior notes payable and other debt$10,733,699
 $11,276,062
Accrued interest99,667
 93,958
Accounts payable and other liabilities1,086,030
 1,183,489
Liabilities related to assets held for sale205
 60,265
Deferred income taxes205,219
 250,092
Total liabilities12,124,820
 12,863,866
Redeemable OP Unitholder and noncontrolling interests188,141
 158,490
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, 356,572 and 356,187 shares issued at December 31, 2018 and 2017, respectively89,125
 89,029
Capital in excess of par value13,076,528
 13,053,057
Accumulated other comprehensive loss(19,582) (35,120)
Retained earnings (deficit)(2,930,214) (2,240,698)
Treasury stock, 0 and 1 shares at December 31, 2018 and 2017, respectively
 (42)
Total Ventas stockholders’ equity10,215,857
 10,866,226
Noncontrolling interests55,737
 65,959
Total equity10,271,594
 10,932,185
Total liabilities and equity$22,584,555
 $23,954,541

  See accompanying notes.
74


VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
 For the Years Ended December 31,
 2018 2017 2016
 
(In thousands, except per share
amounts)
Revenues     
Rental income:     
Triple-net leased$737,796
 $840,131
 $845,834
Office776,011
 753,467
 630,342
 1,513,807
 1,593,598
 1,476,176
Resident fees and services2,069,477
 1,843,232
 1,847,306
Office building and other services revenue13,416
 13,677
 21,070
Income from loans and investments124,218
 117,608
 98,094
Interest and other income24,892
 6,034
 876
Total revenues3,745,810
 3,574,149
 3,443,522
Expenses     
Interest442,497
 448,196
 419,740
Depreciation and amortization919,639
 887,948
 898,924
Property-level operating expenses:     
Senior living1,446,201
 1,250,065
 1,242,978
Office243,679
 233,007
 191,784
 1,689,880
 1,483,072
 1,434,762
Office building services costs1,418
 3,391
 7,311
General, administrative and professional fees151,982
 135,490
 126,875
Loss on extinguishment of debt, net58,254
 754
 2,779
Merger-related expenses and deal costs30,547
 10,535
 24,635
Other66,768
 20,052
 9,988
Total expenses3,360,985
 2,989,438
 2,925,014
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests384,825
 584,711
 518,508
(Loss) income from unconsolidated entities(55,034) (561) 4,358
Gain on real estate dispositions46,247
 717,273
 98,203
Income tax benefit39,953
 59,799
 31,343
Income from continuing operations415,991
 1,361,222
 652,412
Discontinued operations(10) (110) (922)
Net income415,981
 1,361,112
 651,490
Net income attributable to noncontrolling interests6,514
 4,642
 2,259
Net income attributable to common stockholders$409,467
 $1,356,470
 $649,231
Earnings per common share     
Basic:     
Income from continuing operations$1.17
 $3.83
 $1.89
Net income attributable to common stockholders1.15
 3.82
 1.88
Diluted:     
Income from continuing operations$1.16
 $3.80
 $1.87
Net income attributable to common stockholders1.14
 3.78
 1.86
Weighted average shares used in computing earnings per common share:  
  
Basic356,265
 355,326
 344,703
Diluted359,301
 358,566
 348,390
(In thousands, except per share amounts)
For the Years Ended December 31,
202120202019
Revenues   
Rental income:   
Triple-net leased$653,823 $695,265 $780,898 
Office794,297 799,627 828,978 
1,448,120 1,494,892 1,609,876 
Resident fees and services2,270,001 2,197,160 2,151,533 
Office building and other services revenue20,096 15,191 11,156 
Income from loans and investments74,981 80,505 89,201 
Interest and other income14,809 7,609 10,984 
Total revenues3,828,007 3,795,357 3,872,750 
Expenses   
Interest440,089 469,541 451,662 
Depreciation and amortization1,197,403 1,109,763 1,045,620 
Property-level operating expenses:
Senior living1,811,728 1,658,671 1,521,398 
Office257,001 256,612 260,249 
Triple-net leased15,335 22,160 26,561 
2,084,064 1,937,443 1,808,208 
Office building and other services costs4,433 2,315 2,319 
General, administrative and professional fees129,758 130,158 158,726 
Loss on extinguishment of debt, net59,299 10,791 41,900 
Transaction expenses and deal costs47,318 29,812 15,235 
Allowance on loans receivable and investments(9,082)24,238 — 
Other37,110 707 (10,339)
Total expenses3,990,392 3,714,768 3,513,331 
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests(162,385)80,589 359,419 
Income (loss) from unconsolidated entities4,983 1,844 (2,454)
Gain on real estate dispositions218,788 262,218 26,022 
Income tax (expense) benefit(4,827)96,534 56,310 
Income from continuing operations56,559 441,185 439,297 
Net income56,559 441,185 439,297 
Net income attributable to noncontrolling interests7,551 2,036 6,281 
Net income attributable to common stockholders$49,008 $439,149 $433,016 
Earnings per common share  
Basic:   
Income from continuing operations$0.15 $1.18 $1.20 
Net income attributable to common stockholders0.13 1.18 1.18 
Diluted:
Income from continuing operations$0.15 $1.17 $1.19 
Net income attributable to common stockholders0.13 1.17 1.17 

  See accompanying notes.
75


VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
For the Years Ended December 31,
2018 2017 2016For the Years Ended December 31,
(In thousands)202120202019
Net income$415,981
 $1,361,112
 $651,490
Net income$56,559 $441,185 $439,297 
Other comprehensive income (loss):     
Other comprehensive loss:Other comprehensive loss:   
Foreign currency translation(9,436) 20,612
 (52,266)Foreign currency translation(3,357)3,254 5,729 
Unrealized gain (loss) on marketable debt securities14,944
 (437) (310)
Unrealized (loss) gain on available for sale securitiesUnrealized (loss) gain on available for sale securities(23,875)(3,549)11,634 
Derivative instruments10,030
 2,239
 2,607
Derivative instruments19,934 (17,918)(30,814)
Total other comprehensive income (loss)15,538
 22,414
 (49,969)
Total other comprehensive lossTotal other comprehensive loss(7,298)(18,213)(13,451)
Comprehensive income431,519
 1,383,526
 601,521
Comprehensive income49,261 422,972 425,846 
Comprehensive income attributable to noncontrolling interests6,514

4,642

2,259
Comprehensive income attributable to noncontrolling interests10,418 3,613 7,649 
Comprehensive income attributable to common stockholders$425,005
 $1,378,884
 $599,262
Comprehensive income attributable to common stockholders$38,843 $419,359 $418,197 

See accompanying notes.
76


VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2018, 20172021, 2020 and 2016
2019
 
Common
Stock Par
Value
 
Capital in
Excess of
Par Value
 Accumulated Other Comprehensive Loss 
Retained
Earnings
(Deficit)
 
Treasury
Stock
 
Total Ventas
Stockholders’
Equity
 
Non- controlling
Interests
 Total Equity
 (In thousands, except per share amounts)
Balance at January 1, 2016$83,579
 $11,602,838
 $(7,565) $(2,111,958) $(2,567) $9,564,327
 $61,100
 $9,625,427
Net income
 
 
 649,231
 
 649,231
 2,259
 651,490
Other comprehensive loss
 
 (49,969) 
 
 (49,969) 
 (49,969)
Impact of CCP Spin-Off
 640
 
 
 
 640
 
 640
Net change in noncontrolling interests
 (2,179) 
 
 
 (2,179) 19,008
 16,829
Dividends to common stockholders—$2.965 per share
 
 
 (1,024,968) 
 (1,024,968) 
 (1,024,968)
Issuance of common stock4,716
 1,281,947
 
 
 17
 1,286,680
 
 1,286,680
Issuance of common stock for stock plans99
 26,594
 
 
 2,572
 29,265
 
 29,265
Change in redeemable noncontrolling interests
 (1,714) 
 
 
 (1,714) (13,854) (15,568)
Adjust redeemable OP Unitholder Interests to current fair value
 (21,085) 
 
 
 (21,085) 
 (21,085)
Redemption of OP and Class C Units92
 22,622
 
 
 1,098
 23,812
 
 23,812
Grant of restricted stock, net of forfeitures28
 7,339
 
 
 (1,167) 6,200
 
 6,200
Balance at December 31, 201688,514
 12,917,002
 (57,534) (2,487,695) (47) 10,460,240
 68,513
 10,528,753
Net income
 
 
 1,356,470
 
 1,356,470
 4,642
 1,361,112
Other comprehensive income
 
 22,414
 
 
 22,414
 
 22,414
Impact of CCP Spin-Off
 107
 
 
 
 107
 
 107
Net change in noncontrolling interests
 (1,427) 
 
 
 (1,427) (13,292) (14,719)
Dividends to common stockholders—$3.115 per share
 
 
 (1,109,473) 
 (1,109,473) 
 (1,109,473)
Issuance of common stock276
 72,618
 
 
 553
 73,447
 
 73,447
Issuance of common stock for stock plans87
 21,723
 
 
 796
 22,606
 
 22,606
Change in redeemable noncontrolling interests
 (850) 
 
 
 (850) 6,096
 5,246
Adjust redeemable OP Unitholder Interests to current fair value
 253
 
 
 
 253
 
 253
Redemption of OP and Class C Units84
 19,845
 
 
 3,207
 23,136
 
 23,136
Grant of restricted stock, net of forfeitures68
 23,786
 
 
 (4,551) 19,303
 
 19,303
Balance at December 31, 201789,029
 13,053,057
 (35,120) (2,240,698) (42) 10,866,226
 65,959
 10,932,185
Net income
 
 
 409,467
 
 409,467
 6,514
 415,981
Other comprehensive income
 
 15,538
 
 
 15,538
 
 15,538
Net change in noncontrolling interests
 (7,470) 
 
 
 (7,470) (16,736) (24,206)
Dividends to common stockholders—$3.1625 per share
 
 
 (1,129,626) 
 (1,129,626) 
 (1,129,626)
Issuance of common stock for stock plans and other49

11,542





1,318
 12,909
 
 12,909
Adjust redeemable OP Unitholder Interests to current fair value
 (3,323) 
 
 
 (3,323) 
 (3,323)
Redemption of OP Units3
 (383) 
 
 252
 (128) 
 (128)
Grant of restricted stock, net of forfeitures44
 23,105
 
 
 (1,528) 21,621
 
 21,621
Cumulative effect of change in accounting principles
 
 
 30,643
 
 30,643
 
 30,643
Balance at December 31, 2018$89,125
 $13,076,528
 $(19,582) $(2,930,214) $
 $10,215,857
 $55,737
 $10,271,594
(In thousands, except per share amounts)
Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated Other Comprehensive LossRetained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Non- controlling
Interests
Total Equity
Balance at January 1, 2019$89,125 $13,076,528 $(19,582)$(2,930,214)$— $10,215,857 $55,737 $10,271,594 
Net income— — — 433,016 — 433,016 6,281 439,297 
Other comprehensive (loss) income— — (14,819)— — (14,819)1,368 (13,451)
Net change in noncontrolling interests— (12,332)— — — (12,332)36,174 23,842 
Dividends to common stockholders—$3.17 per share— — — (1,172,653)— (1,172,653)— (1,172,653)
Issuance of common stock3,829 938,509 — — — 942,338 — 942,338 
Issuance of common stock for stock plans, restricted stock grants and other230 61,875 — — (132)61,973 — 61,973 
Adjust redeemable OP unitholder interests to current fair value— (7,388)— — — (7,388)— (7,388)
Redemption of OP Units(739)— — — (738)— (738)
Cumulative effect of change in accounting principles— — (163)801 — 638 — 638 
Balance at December 31, 201993,185 14,056,453 (34,564)(3,669,050)(132)10,445,892 99,560 10,545,452 
Net income— — — 439,149 — 439,149 2,036 441,185 
Other comprehensive (loss) income— — (19,790)— — (19,790)1,577 (18,213)
Net change in noncontrolling interests— 8,227 — — — 8,227 (5,149)3,078 
Dividends to common stockholders—$2.1425 per share— — — (800,475)— (800,475)— (800,475)
Issuance of common stock371 65,640 — — — 66,011 — 66,011 
Issuance of common stock for stock plans, restricted stock grants and other79 22,568 — — 132 22,779 — 22,779 
Adjust redeemable OP unitholder interests to current fair value— 18,638 — — — 18,638 — 18,638 
Redemption of OP Units— (264)— — — (264)— (264)
Balance at December 31, 202093,635 14,171,262 (54,354)(4,030,376)— 10,180,167 98,024 10,278,191 
Net income— — — 49,008 — 49,008 7,551 56,559 
Other comprehensive (loss) income— — (10,166)— — (10,166)2,868 (7,298)
Acquisition-related activity3,332 747,916 751,248 — 751,248 
Net change in noncontrolling interests— (58,925)— — — (58,925)(17,068)(75,993)
Dividends to common stockholders—$1.80 per share— — — (698,521)— (698,521)— (698,521)
Issuance of common stock— — — — — — — — 
Issuance of common stock for stock plans, restricted stock grants and other2,871 649,941 — — (76)652,736 — 652,736 
Adjust redeemable OP unitholder interests to current fair value— (11,178)— — — (11,178)— (11,178)
Redemption of OP Units— (60)— — 76 16 — 16 
Balance at December 31, 2021$99,838 $15,498,956 $(64,520)$(4,679,889)$— $10,854,385 $91,375 $10,945,760 

   See accompanying notes.
77


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)
For the Years Ended December 31,
202120202019
Cash flows from operating activities:   
Net income$56,559 $441,185 $439,297 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization1,197,403 1,109,763 1,045,620 
Amortization of deferred revenue and lease intangibles, net(88,795)(40,856)(7,967)
Other non-cash amortization17,709 20,719 22,985 
Allowance on loans receivable and investments(9,082)24,238 — 
Stock-based compensation31,966 21,487 33,923 
Straight-lining of rental income(14,468)103,082 (30,073)
Loss on extinguishment of debt, net59,299 10,791 41,900 
Gain on real estate dispositions(218,788)(262,218)(26,022)
Gain on real estate loan investments(1,448)(167)— 
Income tax benefit(1,224)(101,985)(58,918)
(Income) loss from unconsolidated entities(4,973)(1,832)2,464 
Distributions from unconsolidated entities19,326 4,920 1,600 
Other26,404 (779)13,264 
Changes in operating assets and liabilities:
Increase in other assets(54,571)(68,233)(76,693)
(Decrease) increase in accrued interest(5,922)276 9,737 
Increase in accounts payable and other liabilities16,721 189,785 26,666 
Net cash provided by operating activities1,026,116 1,450,176 1,437,783 
Cash flows from investing activities:   
Net investment in real estate property(1,369,052)(78,648)(958,125)
Investment in loans receivable(489)(115,163)(1,258,187)
Proceeds from real estate disposals840,438 1,044,357 147,855 
Proceeds from loans receivable348,091 119,011 1,017,309 
Development project expenditures(247,694)(380,413)(403,923)
Capital expenditures(185,275)(148,234)(156,724)
Distributions from unconsolidated entities17,847 — 172 
Investment in unconsolidated entities(129,291)(286,822)(3,855)
Insurance proceeds for property damage claims1,285 207 30,179 
Net cash (used in) provided by investing activities(724,140)154,295 (1,585,299)
Cash flows from financing activities:   
Net change in borrowings under revolving credit facilities(125,399)(88,868)(569,891)
Net change in borrowings under commercial paper program279,929 (565,524)565,524 
Proceeds from debt1,534,298 733,298 3,013,191 
Repayments of debt(2,109,617)(479,539)(2,623,916)
Purchase of noncontrolling interests(24,224)(8,239)— 
Payment of deferred financing costs(27,166)(8,379)(21,403)
Issuance of common stock, net617,438 55,362 942,085 
Cash distribution to common stockholders(686,888)(928,809)(1,157,720)
Cash distribution to redeemable OP unitholders(6,761)(7,283)(9,218)
Cash issued for redemption of OP Units(96)(575)(2,203)
Contributions from noncontrolling interests1,731 1,314 6,282 
Distributions to noncontrolling interests(13,577)(12,946)(9,717)
Proceeds from stock option exercises8,169 15,103 36,179 
Other(6,303)(4,936)(8,519)
Net cash (used in) provided by financing activities(558,466)(1,300,021)160,674 
Net (decrease) increase in cash, cash equivalents and restricted cash(256,490)304,450 13,158 
Effect of foreign currency translation1,447 1,088 1,480 
Cash, cash equivalents and restricted cash at beginning of year451,640 146,102 131,464 
Cash, cash equivalents and restricted cash at end of year$196,597 $451,640 $146,102 
78

 For the Years Ended December 31,
 2018 2017 2016
 (In thousands)
Cash flows from operating activities:     
Net income$415,981
 $1,361,112
 $651,490
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization919,639
 887,948
 898,924
Amortization of deferred revenue and lease intangibles, net(30,660) (20,537) (20,336)
Other non-cash amortization18,886
 16,058
 10,357
Stock-based compensation29,963
 26,543
 20,958
Straight-lining of rental income, net13,396
 (23,134) (27,988)
Loss on extinguishment of debt, net58,254
 754
 2,779
Gain on real estate dispositions(46,247) (717,273) (98,203)
Gain on real estate loan investments(13,202) (124) (2,271)
Income tax benefit(43,026) (63,599) (34,227)
Loss (income) from unconsolidated entities55,034
 3,588
 (4,358)
Gain on re-measurement of equity interest upon acquisition, net
 (3,027) 
Distributions from unconsolidated entities2,934
 4,676
 7,598
Real estate impairments related to natural disasters52,510
 4,616
 
Other3,720
 4,624
 (1,847)
Changes in operating assets and liabilities:     
Increase in other assets(23,198) (29,282) (12,079)
Increase in accrued interest4,992
 11,068
 2,604
Decrease in accounts payable and other liabilities(37,509) (35,259) (38,699)
Net cash provided by operating activities1,381,467
 1,428,752
 1,354,702
Cash flows from investing activities:     
Net investment in real estate property(265,907) (664,684) (1,413,595)
Investment in loans receivable(229,534) (748,119) (158,635)
Proceeds from real estate disposals353,792
 859,874
 300,561
Proceeds from loans receivable911,540
 101,097
 320,082
Development project expenditures(330,876) (299,085) (143,647)
Capital expenditures(131,858) (132,558) (117,456)
Distributions from unconsolidated entities57,455
 6,169
 
Investment in unconsolidated entities(47,007) (61,220) (6,436)
Insurance proceeds for property damage claims6,891
 1,419
 4,846
Net cash provided by (used in) investing activities324,496
 (937,107) (1,214,280)
Cash flows from financing activities:     
Net change in borrowings under revolving credit facilities321,463
 384,783
 (35,637)
Proceeds from debt2,549,473
 1,111,649
 893,218
Repayment of debt(3,465,579) (1,369,084) (1,022,113)
Purchase of noncontrolling interests(4,724) (15,809) (2,846)
Payment of deferred financing costs(20,612) (27,297) (6,555)
Issuance of common stock, net
 73,596
 1,286,680
Cash distribution to common stockholders(1,127,143) (827,285) (1,024,968)
Cash distribution to redeemable OP Unitholders(7,459) (5,677) (8,640)
Cash issued for redemption of OP and Class C Units

(1,370) 
 
Contributions from noncontrolling interests1,883
 4,402
 7,326
Distributions to noncontrolling interests(11,574) (11,187) (6,879)
Other3,705
 10,582
 17,252
Net cash (used in) provided by financing activities(1,761,937) (671,327) 96,838
Net (decrease) increase in cash, cash equivalents and restricted cash(55,974) (179,682) 237,260
Effect of foreign currency translation(815) 581
 (825)
Cash, cash equivalents and restricted cash at beginning of period188,253
 367,354
 130,919
Cash, cash equivalents and restricted cash at end of period$131,464
 $188,253
 $367,354


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in thousands)
For the Years Ended December 31,
2018 2017 2016For the Years Ended December 31,
(In thousands)202120202019
Supplemental disclosure of cash flow information:     Supplemental disclosure of cash flow information:   
Interest paid including swap payments and receipts$406,907
 $409,890
 $395,138
Interest paid including payments and receipts for derivative instrumentsInterest paid including payments and receipts for derivative instruments$402,025 $429,636 $410,854 
Supplemental schedule of non-cash activities:     Supplemental schedule of non-cash activities:   
Assets acquired and liabilities assumed from acquisitions and other:     Assets acquired and liabilities assumed from acquisitions and other:   
Real estate investments$94,280
 $425,906
 $69,092
Real estate investments$1,319,988 $170,484 $1,057,138 
Other assets5,398
 (3,716) 90,037
Other assets16,913 1,224 11,140 
Debt30,508
 75,231
 47,641
Debt482,482 55,368 907,746 
Other liabilities18,086
 70,878
 72,636
Other liabilities102,256 2,707 47,121 
Deferred income tax liability922
 (14,869) 9,381
Deferred income tax liability446 337 95 
Noncontrolling interests2,591
 4,202
 22,517
Noncontrolling interests468 20,259 113,316 
Equity issued30,487
 
 
Equity issued751,248 — — 
Equity issued for redemption of OP and Class C Units907
 24,002
 24,318
Equity issued for redemption of OP UnitsEquity issued for redemption of OP Units76 — 127 

See accompanying notes.
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NOTE 1—1 – DESCRIPTION OF BUSINESS


Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) withoperating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of seniorssenior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare propertiesfacilities, which we generally refer to as “healthcare real estate”, located throughout the United States, Canada, and the United Kingdom. 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 seniors housing communities, medical office buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), health systems and skilled nursing facilities (“SNFs”), and we had 19 properties under development, including five properties that are owned by unconsolidated real estate entities.. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois. Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.


We primarily invest in seniorsa diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations. See “Note 2 – Accounting Policies” and “Note 18 – Segment Information.” Our senior housing research and innovation and healthcarecommunities are either subject to triple-net leases, in which case they are included in our triple-net leased properties through acquisitions and lease our properties to unaffiliated tenantsreportable business segment or operate them throughoperated by independent third-party managers. managers, in which case they are included in our senior living operations reportable business segment.

As of December 31, 2018,2021, we leased a total of 442332 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under “triple-net”triple-net or “absolute-net”absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures.

As of December 31, 2018, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”), Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and Eclipse Senior Living (“ESL”), to manage 359 seniors housing communities for us.

Our three3 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 (formerly Kindred Healthcare, Inc., together(together with its subsidiaries, “Kindred”) leased from us 129121 properties, (excluding two properties managed by Brookdale Senior Living pursuant to a long-term management agreement), 1112 properties and 3231 properties, respectively, as of December 31, 2018.2021.

As of December 31, 2021, pursuant to long-term management agreements, we engaged independent managers, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 554 senior housing communities in our senior living operations segment for us.

Through our Lillibridge Healthcare Services, Inc. subsidiary and our ownership interest in PMB Real Estate Services LLC, we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and non-mortgage loans and other investments relating to seniorssenior housing and healthcare operators or properties.

COVID-19 Update

During fiscal 2020 and continuing into fiscal 2021, our business has been and is expected to continue to be impacted by both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

Operating Results. Our senior living operations segment, which we also refer to as SHOP, continued to be impacted by the COVID-19 pandemic. Occupancy began to improve starting in the second quarter of 2021 and continued over the course of 2021. During 2021, a broader macro labor shortage drove increased labor costs at our communities, resulting in continued decline in NOI compared to 2020.

Provider Relief Grants. In 2020 and 2021, we applied for grants under Phase 2, Phase 3 and Phase 4 of the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19. These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions. See “Government Regulation—Governmental Response to the COVID-19 Pandemic” in Part I, Item 1 of this Annual Report.

During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. Subsequent to December 31, 2021, we received $34.0 million in grants in connection with our Phase 4 applications, which we expect to recognize in 2022. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19.
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Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund.

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

We have not identified the COVID-19 pandemic, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of December 31, 2021 and 2020, we considered the effect of the pandemic on certain of our assets (described below) and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. As a result, we recognized no COVID-19 related charges during 2021 but recognized the following charges for the year ended December 31, 2020:

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

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

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

Deferred tax asset valuation allowance: During 2020, we concluded that it was not more likely than not that deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2032) would be realized based on our cumulative loss in recent years for certain of our taxable REIT subsidiaries. As a result, we recorded a valuation allowance of $56.4 million against these deferred tax assets on our Consolidated Balance Sheets with a corresponding charge to income tax benefit (expense) in our Consolidated Statements of Income. We maintained our conclusions regarding the realizability of deferred tax assets as of December 31, 2020.


NOTE 2—2 – ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been
81

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.


U.S. generally accepted accounting principles (“GAAP”) requiresrequire us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance;performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.


As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”).


We consolidate several VIEs that share the following common characteristics:

the VIE is in the legal form of an LP or LLC;
the VIE was designed to own and manage its underlying real estate investments;
we are the general partner or managing member of the VIE;
we own a majority of the voting interests in the VIE;
a minority of voting interests in the VIE are owned by external third parties, unrelated to us;
the minority owners do not have substantive kick-out or participating rights in the VIE; and
we are the primary beneficiary of the VIE.


We have separately identified certain special purpose entities that were established to allow investments in life science, research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and that we are the primary beneficiary of the VIEs, and therefore, we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur.

In general, the assets of the consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets:Sheets (dollars in thousands):
December 31, 2021December 31, 2020
Total AssetsTotal LiabilitiesTotal AssetsTotal Liabilities
NHP/PMB L.P.$749,834 $251,352 $649,128 $238,168 
Other identified VIEs3,949,294 1,556,136 4,095,102 1,653,036 
Tax credit VIEs458,953 103,992 614,490 204,746 
  December 31, 2018 December 31, 2017
  Total Assets Total Liabilities Total Assets Total Liabilities
  (In thousands)
NHP/PMB L.P. $673,467
 $238,147
 $605,150
 $199,958
Other identified VIEs 2,075,499
 402,478
 1,983,183
 348,124
Tax credit VIEs 797,077
 298,154
 988,598
 221,908


Investments in Unconsolidated Entities

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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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. Under this method of accounting,We adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee’s earnings or losses, which is included in income (loss) from unconsolidated entities in our Consolidated Statements of Income.

We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.

We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


net income or loss ismay be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive in the event of an actual liquidation.

Redeemable OP Unitholder and Noncontrolling Interests

We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate itNHP/PMB as a VIE. As of December 31, 2018, third party2021, third-party investors owned 3.33.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31%34% of the total units then outstanding, and we owned 7.37.5 million Class B limited partnership units in NHP/PMB, representing the remaining 69%66%. At any time following the first anniversary of the date of their issuance, theThe OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.

In October 2018, we acquired three MOBs andSeptember, NHP/PMB completed the noncontrollingbuy-out of PMB’s interest in one consolidated MOB from affiliates of PMB. We partially funded the acquisition through the issuance of 0.7newly developed Sutter Van Ness Medical Office Building. In connection with that transaction, NHP/PMB issued 0.6 million OP Units initially valued at $34.0 million.

Prior to January 2017, we owned a majority interest in Ventas Realty Capital Healthcare Trust Operating Partnership, L.P. (“Ventas Realty OP”) and we consolidated this entity because our wholly owned subsidiary is the general partner and was the primary beneficiary of this VIE. In January 2017, third party investors redeemed the remaining limited partnership units (“Class C Units”) outstanding. After giving effect to such redemptions, Ventas Realtyinvestors.

The OP is our wholly owned subsidiary.

As redemption rights are outside of our control, the redeemable OP Units and Class C Units (together, the “OP Unitholder Interests”) are classified outside of permanent equity on our Consolidated Balance Sheets.Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the redeemable OP Unitholder InterestsUnits at the greater of cost or fairredemption value. As of December 31, 20182021 and 2017,2020, the fair value of the redeemable OP Unitholder InterestsUnits was $174.6$182.1 million and $146.3$146.0 million, respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Unitholder Interests.Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Unitholder Interests.Units.

Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 20182021 and 2017. Accordingly, we2020. We record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interests’ share of net income or loss and distributions) or the redemption value.value, which is primarily based on the fair value of the underlying real estate asset. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through capital in excess of par value.value on our Consolidated Balance Sheets.

Noncontrolling Interests

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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. In addition, weWe include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests’ share of comprehensive income in our Consolidated Statements of Comprehensive Income.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Accounting for Historic and New Markets Tax Credits

For certain of our life science, research and innovation centers, we are party to certain contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”) and/or, new markets tax credits (“NMTCs”). or both. As of December 31, 2018,2021, we owned nine6 properties that had syndicated HTCs or NMTCs, or both, to TCIs.

In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities.

HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods.

The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above.

Accounting Estimates

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

Accounting for Real Estate Acquisitions

On January 1, 2017,When we adopted Accounting Standards Update (“ASU”) 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the Financial Accounting Standards Board’s (“FASB”) definition of a business and provides a framework that gives entities a basis for makingacquire real estate, we first make reasonable judgments about whether athe transaction involves an asset or a business. ASU 2017-01 states that whenOur real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired asset is not a business. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. The primary differences between business combinations and asset acquisitions include recognition of goodwill at the acquisition date and expense recognition for transaction costs as incurred. We have applied ASU 2017-01 prospectively for acquisitions after January 1, 2017.

assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Intangibles primarily include the value of in-place leases and acquired lease contracts.


We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.


Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations at that time.over the shortened lease term.


We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale.


We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant’s credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant, and we amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names and trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name or trademark.

In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We generally assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangibleWhere we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and liabilities within acquiredoperating lease intangibles and accounts payable and other liabilities respectively, on our Consolidated Balance Sheets.


We determine the fair value of loans receivable acquired by discounting the estimated future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings. We do not establish a valuation allowance at the acquisition date because the estimated future cash flows already reflect our judgment regarding their uncertainty. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance, as appropriate.

We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.


We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Impairment of Long-Lived and Intangible Assets

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


If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment.


We test goodwill for impairment at least annually, and more frequently if indicators of impairment arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with the two-step approach to evaluating impairment. First, we estimateestimating the fair value of the reporting unitunit. A goodwill impairment, if any, will be recognized in the period it is determined and compare it tois measured as the amount by which a reporting unit’s carrying value. If the carrying value exceeds its fair value, we proceed with the second step, which requires us to assign the fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.value.


Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data.data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Assets Held for Sale and Discontinued Operations

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

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

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


Loans Receivable

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

We regularly evaluate the collectability of loans receivable based on factors such as corporate and facility-level financial and operational reports, compliance with financial covenants set forth in the applicable loan agreement, the financial strength of the borrower and any guarantor, the payment history of the borrower and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to collect all amounts due under the terms of the applicable loan agreement, we provide a reserve against the portion of the receivable that we estimate may not be collected.

Cash Equivalents

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Escrow Deposits and Restricted Cash

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

Deferred Financing Costs

We amortize deferred financing costs, which are reported withinas a reduction to senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $18.1$19.7 million, $18.9$23.0 million and $17.9$20.2 million were included in interest expense for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, respectively.

Marketable DebtAvailable for Sale Securities

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

Derivative Instruments

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

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


with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these interest rate swapsderivative instruments are recorded on our Consolidated Balance Sheets at fair value, and we recognize changes in the fair value of these instruments are recognized in current earnings (in other expenses)expense) in our Consolidated Statements of Income.

Fair Values of Financial Instruments

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


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

We use the following methods and assumptions in estimating the fair value of our financial instruments.instruments whose fair value is determined on a recurring basis.

Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

Escrow deposits and restricted cash- The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs. We discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.

Available for sale securities - We estimate the fair value of marketable debt securities using level two inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs. We consider credit spreads, underlying asset performance and credit quality, and default rates.

Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs.

Interest rate caps - We observe forward yield curves and other relevant information.

Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.

Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.

Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.

Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.

Marketable debt securities - We estimate the fair value of corporate bonds, if any, using level two inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs. We consider credit spreads, underlying asset performance and credit quality, and default rates.

Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs.

Interest rate caps - We observe forward yield curves and other relevant information.

Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.

Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.

Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


borrowings. For mortgage debt, we may estimate fair value using level three inputs, similar to those used in determining fair value of loans receivable (above).

Redeemable OP Unitholder Interests - We estimate the fair value of our redeemable OP Unitholder Interests
Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs. We base fair value on the closing price of our common stock, as OP Units (and previously Class C Units) may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.

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Revenue Recognition

Adoption of ASC 606

On January 1, 2018, we adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASC 606 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” We account for revenues from management contracts (within office building and other services revenue in our Consolidated Statements of Income) and certain point-of-sale transactions (within resident fees and services in our Consolidated Statements of Income) in accordance with ASC 606. The pattern and timing of recognition of income is consistent with the prior accounting model. All other revenues, primarily rental income from leasing activities, is accounted for in accordance with other applicable GAAP. We adopted ASC 606 using the modified retrospective method.

Triple-Net Leased Properties and Office Operations


Certain of our triple-net leases and most of our MOB and life science, research and innovation centercenters (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is reasonably assured.probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At December 31, 20182021 and 2017,2020, this cumulative excess totaled $250.0$176.9 million (net of allowances of $44.6 million) and $267.8$169.7 million, (net of allowances of $117.8 million), respectively (excluding properties classified as held for sale).


Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.


We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents under the lease, we record a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions.

Senior Living Operations


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


Other
Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateralwe believe accrued contractual interest payments are collectable. Otherwise, interest income is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to or less than our estimate of the fair value of the collateral, we recognize interest incomerecognized on a cash basis.     

We provideevaluate a reserve againstcurrent estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an impaired loanactual event of default. We establish reserves for any estimated credit losses with a corresponding charge to the extentallowance on loans receivable and investments in our total investmentConsolidated Statements of Income. Subsequent changes in the loan exceeds our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income.

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability, calculated as the fairpresent value of future minimum lease payments, on our Consolidated Balance Sheets. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the loan collateral.present value. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in our Consolidated Statements of Income.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Allowances

We assess the collectability of our rent receivables, including straight-line rent receivables. We base our assessment of the collectability of rent receivables (other than straight-line rent receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We base our assessment of the collectability of straight-line rent receivables on several factors, including, among other things, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we provide a reserve against the recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not be recovered. If we change our assumptions or estimates regarding the collectability of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized in the period we make such change in our assumptions or estimates.

Stock-Based Compensation

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

Gain on Sale of Assets

Real Estate Dispositions
On January 1, 2018, we adopted the provisions of ASC 610-20,
Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 610-20, we
We recognize any gainsa gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration. We adopted ASC 610-20 using the modified retrospective method and recognized a cumulative effect adjustment to retained earnings of $31.2 million relating to deferred gains on sales of real estate assets in 2015.

Federal Income Tax

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


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


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Foreign Currency

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

Segment Reporting

As of December 31, 2018, 20172021, 2020 and 2016,2019, we operated through three3 reportable business segments: triple-net leased properties, senior living operations and office operations. UnderIn our triple-net leased properties segment, we invest in and own seniorssenior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net”triple-net or “absolute-net”absolute-net leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniorssenior housing communities throughout the United States and Canada and engage independent operators, such as Atria Sunrise and ESL,Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. See “NOTE 19—SEGMENT INFORMATION.“Note 18 – Segment Information.
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Operating Leases
VENTAS, INC.

We account for payments made pursuant to operating leases in our Consolidated Statements of Income based on actual rent paid, plus or minus a straight-line rent adjustment for leases that provide for periodic and determinable increases in base rent.

Recently Issued or Adopted Accounting Standards

In February 2016, the FASB established ASC Topic 842, Leases (“ASU 842”) by issuing ASU 2016-02, Leases (“ASU 2016-02”), which introduces a lessee model that brings most leases on the balance sheet and, among other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. ASC 842 has subsequently been amended by other issued ASUs to clarify and improve the standard as well as to provide certain practical expedients.

ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. We expect to elect these practical expedients and adopt ASC 842 on January 1, 2019 using the effective date as our date of initial application. Therefore, financial information and disclosures under ASC 842 will not be provided for periods prior to January 1, 2019.

Upon adoption, we will recognize both right of use assets and lease liabilities for leases in which we lease land, real property or other equipment. We will also begin reporting revenues and expenses within our triple-net leased properties reportable business segment for certain real estate taxes and insurance that are the obligations of the tenants in accordance with their respective leases with us. This reporting will have no impact on our net income. Resident leases within our senior living operations reportable business segment and office leases also contain service elements. We expect to elect the practical expedient to account for our resident and office leases as a single lease component. Also, upon adoption, we will begin expensing certain leasing costs, other than leasing commissions, as they are incurred, which may reduce our net income. Current GAAP provides for the deferral and amortization of such costs over the applicable lease term. We will continue to amortize any unamortized deferred lease costs as of December 31, 2018 over their respective lease terms.

As of January 1, 2019 we expect to recognize operating lease assets of $320 million to $420 million which will be presented separately on our Consolidated Balance Sheets and will include the present value of minimum lease payments as well as certain existing above and/or below market lease intangible value associated with such leases. Also upon adoption we expect to recognize operating lease liabilities of $175 million to $275 million which will be presented separately on our Consolidated Balance Sheets. We expect to recognize a cumulative effect adjustment to retained earnings of $1 million primarily relating to certain costs associated with unexecuted leases that were deferred as of December 31, 2018.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Recently Issued Accounting Standards

On
In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance, (“ASU 2022-10”) which requires expanded disclosure for transactions involving the receipt of government assistance. Required disclosures include a description of the nature of transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements. ASU 2021-10 is effective for us beginning January 1, 2018, we adopted ASU 2016-15, Classification2022 and adoption of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows and ASU 2016-18, Restricted Cash(“ASU 2016-18”), which requires an entitythis standard is not expected to show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. We adopted these ASUs by applyinghave a retrospective transition method which required a restatement ofsignificant impact on our Consolidated Statement of Cash Flows for all periods presented.Financial Statements.

On January 1, 2018, we adopted ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires a company to recognize the tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. We adopted ASU 2016-16 by applying a modified retrospective method which resulted in a cumulative effect adjustment to retained earnings of $0.6 million.

Reclassifications

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

NOTE 3—3 – CONCENTRATION OF CREDIT RISK

As of December 31, 2018,2021, Atria, Sunrise, Brookdale Senior Living, Ardent ESL and Kindred managed or operated approximately 22.1%19.8%, 11.0%10.0%, 8.4%7.8%, 5.2%, 3.9%,4.7% and 1.1%1.0%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of December 31, 2018)2021). 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 thetheir credit risk of our managers in the same manner or to the same extent as our triple-net tenants.tenants like Brookdale Senior Living, Ardent and Kindred.

Based on gross book value, approximately 22.1%13.0% and 39.5%54.4% of our consolidated real estate investments were seniorssenior housing communities included in the triple-net leased properties and senior living operations reportable business segments, respectively (excluding properties classified as held for sale as of December 31, 2018)2021). MOBs, life science, research and innovation centers, IRFs and LTACs, health systems, SNFsskilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 38.4%32.6%. Our consolidated properties were located in 4547 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2018,2021, with properties in one1 state (California) accounting for more than 10% of our total continuingconsolidated revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building and other services costs) for each of the years ended December 31, 2018, 20172021, 2020 and 2016.2019.

Triple-Net Leased Properties

The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented:
 For the Years Ended December 31,
 202120202019
Revenues (1):
  
Brookdale Senior Living (2)
3.9 %4.4 %4.7 %
Ardent3.3 3.2 3.1 
Kindred3.8 3.5 3.3 
NOI: 
Brookdale Senior Living (2)
8.6 %9.0 %8.7 %
Ardent7.4 6.6 5.8 
Kindred7.8 7.1 6.3 
 For the Years Ended December 31,
 2018 2017 2016
Revenues(1):
     
Brookdale Senior Living4.3% 4.7% 4.8%
Ardent3.1
 3.1
 3.1
Kindred(2)
3.5
 4.6
 5.4
NOI:     
Brookdale Senior Living7.6% 8.0% 8.3%
Ardent5.7
 5.3
 5.3
Kindred(2)
6.4
 7.9
 9.2


(1)Total revenues include office building and other services revenue, income from loans and investments and interest and other income.
(1)
(2)2021 and 2020 results include $42.6 million and $21.3 million, respectively, of amortization of up-front consideration received in 2020 from the Brookdale Lease.
Total revenues include office building and other services revenue, income from loans and investments and interest and other income.
(2)
Includes 36 SNFs that were sold during 2017
    
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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty.

The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the years ended December 31, 2018, 20172021, 2020 and 2016. If any of Brookdale2019. Refer to Item 1A. Risk Factors.

Eclipse Senior Living Ardent or Kindred becomes unable or unwillingand Operator Transitions

We successfully transitioned the operations of 90 senior living communities owned by us and operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to satisfyseven experienced managers by the start of January 2022. ESL is expected to cease operation of its obligations to us or to renew its leases with us upon expirationmanagement business in 2022 following completion of the terms thereof,transitions. We incurred certain one-time transition costs and expenses in connection with the transitions, which was recognized within transaction expenses and deal costs in our financial conditionConsolidated Statements of Income.

Kindred and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Ardent and Kindred will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, our ability to service our indebtedness and other obligations and our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a “Material Adverse Effect”). We also cannot assure you that Brookdale Senior Living, Ardent and Kindred will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all.Related Transactions

In July 2018,June 2021, Kindred closed transactions (the “Go Private Transactions”)and LifePoint Health announced that they entered into a definitive agreement pursuant to which (a) Kindred would be acquired by a consortium of TPG Capital (“TPG”(the “Kindred Acquisition”), Welsh, Carson, Anderson & Stowe (“WCAS”) and Humana, Inc. and (b) immediately following the acquisition, (i) Kindred’s home health, hospice and community care businesses would be separated from Kindred and operated as a standalone company owned by Humana, Inc., TPG and WCAS, and (ii) Kindred would be operated as a separate healthcare company owned by TPG and WCAS.. This transaction closed in December 2021. In connection with the closingKindred Transaction, Kindred began operating under a new healthcare system called ScionHealth. Under our agreements with Kindred, we earned a fee of the transactions, we received a payment from Kindred of $12.3$13.1 million in connection with this transaction, which was recognized inwithin interest and other income in our Consolidated Statements of Income during the third quarter of 2018.Income.

Brookdale Transactions

In April 2018,July 2020, we entered into variousa revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living. The Agreements modify our current arrangements with Brookdale Senior Living that provideas follows:

We received up-front consideration of $235 million, which is being amortized over the remaining lease term and consisted of: (a) $162 million in cash including $47 million from the transfer to Ventas of deposits under the Brookdale Lease; (b) a $45 million note; (c) $28 million in warrants exercisable for among other things: (a) a consolidation16.3 million shares of substantially all of our multiple lease agreements with Brookdale Senior Living into one master lease; (b) extension of the term for substantially all of our Brookdale Senior Living leased properties untilcommon stock, which are exercisable at any time prior to December 31, 2025 with Brookdale Senior Living retaining two successive 10 year renewal options; and (c)have an exercise price of $3.00 per share. In October 2021, we received full repayment of the guarantee of allnote from Brookdale.

Base cash rent under the Brookdale Senior Living obligations to usLease is set at $100 million per annum starting in July 2020, with 3 percent annual escalators commencing on January 1, 2022. The Brookdale Lease is guaranteed by Brookdale Senior Living Inc., including covenant protections for us. In connectionLiving.

The warrants are classified within other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with these agreements, wechanges in fair value being recognized a net non-cashwithin other expense of $21.3 million for the acceleration of straight-line rent receivables, net unamortized market lease intangibles and deferred revenues, which is included in triple-net leased rental income in our Consolidated Statements of Income. We also

Also in July 2020, Brookdale Senior Living transferred fee ownership of 5 senior living communities to us, in full satisfaction and repayment of a $78 million loan to Brookdale Senior Living from us that was secured by the five communities. Brookdale Senior Living manages those communities for us under a terminable management agreement.

Holiday Transaction

In April 2020, we completed a transaction with affiliates of Holiday Retirement (collectively, “Holiday”), including (a) entry into a new, terminable management agreement with Holiday Management Company for our 26 independent living assets previously subject to a triple-net lease (the “Holiday Lease”) with Holiday; (b) termination of the Holiday Lease; and (c) our receipt from Holiday of $33.8 million in cash from the transfer to us of deposits under the Holiday Lease and $66.0 million in principal amount of secured notes. As a result of the Holiday Lease termination, we recognized $50.2 million within triple-net leased rental income, composed of $99.8 million of cash and notes received a feeless $49.6 million from the write-off of $2.5 million that is being amortized over the new lease term.

accumulated straight-line receivable.    

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Future Contractual Rents

The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments and reserves where applicable, for all of our consolidated triple-net and office building leases as of December 31, 20182021 (excluding properties classified as held for sale as of December 31, 2018)2021, dollars in thousands):
Brookdale Senior LivingArdentKindredOtherTotal
Brookdale Senior Living Ardent Kindred Other Total
(In thousands)
2019$179,501
 $117,731
 $129,357
 $886,142
 $1,312,731
2020179,501
 117,731
 130,117
 829,895
 1,257,244
2021179,501
 117,731
 130,897
 760,948
 1,189,077
2022179,491
 117,731
 131,696
 650,798
 1,079,716
2022$147,951 $130,834 $135,262 $700,544 $1,114,591 
2023179,491
 117,731
 112,395
 297,421
 707,038
2023147,693 130,834 114,356 648,401 1,041,284 
20242024147,709 130,834 104,083 597,681 980,307 
20252025147,725 130,834 36,015 514,305 828,879 
20262026— 130,370 1,921 439,705 571,996 
Thereafter358,982
 1,376,726
 143,940
 2,856,091
 4,735,739
Thereafter— 1,122,180 2,444 1,592,355 2,716,979 
Total$1,256,467
 $1,965,381
 $778,402
 $6,281,295
 $10,281,545
Total$591,078 $1,775,886 $394,081 $4,492,991 $7,254,036 


Senior Living Operations

In January 2018, we transitioned the management of 76 private pay seniors housing communities to ESL. These assets, substantially all of which were previously leased by Elmcroft Senior Living (“Elmcroft”) under triple-net leases, are now operated by ESL under a management contract with us and are included in the senior living operations reportable business segment. Upon termination of our lease with Elmcroft, we derecognized our accumulated straight-line receivable balance and offsetting reserve of $75.2 million. For the twelve months ended December 31, 2018, we recognized $23.6 million of transaction costs relating to this transaction, net of property-level net assets assumed for no consideration, included in merger-related expenses and deal costs in our Consolidated Statements of Income.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


We also acquired a 34% ownership interest in ESL with customary rights and protections, including the right to appoint two of six members to the ESL Board of Directors. ESL management owns the 66% controlling interest.

As of December 31, 2018,2021, Atria Sunrise and ESL,Sunrise, collectively, provided comprehensive property management and accounting services with respect to 334256 of our 355545 consolidated seniorssenior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

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 Holiday-managed communities with short term notice. As disclosed and presented herein, (a) references to communities managed by Atria means all communities subject to our management contracts with Atria, including the Atria-managed New Senior communities, but excluding the Holiday-managed communities; and (b) references to communities managed by Holiday means all communities subject to our management contracts with Holiday, including the Holiday-managed New Senior communities, but excluding the Atria-managed communities.

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise operate our seniorssenior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s, 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.

Brookdale Senior Living, Kindred, Atria, Sunrise, Ardent and ESL Information

Brookdale Senior Living is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Kindred is not currently subject to the reporting requirements of the SEC, but was subject to such reporting requirements prior to the closing of the Go Private Transactions in July 2018. The information related to Brookdale Senior Living and Kindred contained or referred to in this Annual Report on Form 10-K has been derived from SEC filings made by Brookdale Senior Living or Kindred, as the case may be, or other publicly available information, or was provided to us by Brookdale Senior Living or Kindred, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found at the SEC’s website at www.sec.gov.

Atria, Sunrise, Ardent, Kindred and ESL are not currently subject to the reporting requirements of the SEC. The information related to Atria, Sunrise, Ardent, Kindred and ESL contained or referred to in this Annual Report on Form 10-K has been derived from publicly available information or was provided to us by Atria, Sunrise, Ardent, Kindred or ESL, as the case may be, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.


NOTE 4—4 – ACQUISITIONS OF REAL ESTATE PROPERTY

The following summarizes our acquisition and development activities during 2018, 20172021, 2020 and 2016.2019. We acquire and invest in seniorssenior housing, medical office buildings, life science, research and innovation centers and other healthcare properties primarily to achieve an expected yield on our investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic location, asset type, business model or revenue source. Each of our acquisitions disclosed below was accounted for as an asset acquisition.

20182021 Acquisitions

On September 21, 2021, we acquired New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction pursuant to an Agreement and Plan of Merger dated as of June 28, 2021 (the “Merger Agreement”) by and among Ventas, Cadence Merger Sub LLC, our wholly owned subsidiary (“Merger Sub”), and New Senior. Under the Merger Agreement, on the acquisition date, Merger Sub merged with and into New Senior, with New Senior surviving the merger as our wholly owned subsidiary (the “New Senior Acquisition”). The New Senior Acquisition was valued at approximately $2.4 billion. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, with each New Senior stockholder receiving 0.1561 shares of Ventas common stock for each share of New Senior common stock that they owned immediately prior to the acquisition. In addition to the equity issuance, we funded the
93

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


acquisition through the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing. The New Senior Acquisition added 102 independent living communities to our senior living operations reportable business segment and one independent living community to our triple-net lease properties reportable business segment. We accounted for this transaction as an asset acquisition and the financial results of New Senior have been included in our consolidated financial statements from the acquisition date.

During the year ended December 31, 2018,2021, we acquired five6 Canadian senior housing communities reported within our senior living operations reportable business segment and a behavioral health center in Plano, Texas reported within our office operations reportable business segment for aggregate consideration of $240.7 million.

2020 Acquisitions

During the year ended December 31, 2020, we acquired 2 research and innovation centers reported within our office operations reportable business segment, 7 senior housing communities reported within our senior living operations reportable business segment and 1 LTAC reported within our triple-net leased properties reportable business segment for an aggregate consideration of $249.5 million.

2019 Acquisitions

In September 2019, we acquired an 87% interest in 34 Canadian senior housing communities (including 5 in-process developments) valued at $1.8 billion through an equity partnership (the “LGM Acquisition”) with Le Groupe Maurice (“LGM”). The portfolio continues to be managed by LGM. We also have rights to fund and own all additional developments under an exclusive pipeline agreement with LGM.

During the year ended December 31, 2019, we also acquired 2 properties reported within our office operations reportable business segment (four MOBs and one(1 research and innovation center)center and one seniors1 MOB), 2 senior housing communitycommunities reported within our senior living operations reportable business segment and 1 vacant land parcel for an aggregate purchase price of $311.3$237.0 million. Each of these acquisitions was accounted for as an asset acquisition.

20172022 Acquisitions

DuringIn February 2022, we closed on the year ended December 31, 2017, we acquired 15 triple-netacquisitions of 18 MOBs leased properties (including six assets previously owned by an equity method investee), four properties reported within our office operations reportable business segment (three researchto affiliates of Ardent for $204 million and innovation centers and one MOB) and three seniors1 senior housing communities (reportedcommunity within our senior living operations reportable business segment)segment for an aggregate purchase price of $691.3$105.4 million. Each of these acquisitions was accounted for as an asset acquisition.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)NOTE 5 – DISPOSITIONS AND IMPAIRMENTS


2021 Activity
2016 Acquisitions

Research and Innovation Acquisition

In September 2016, we completed the acquisition of substantially all of the university affiliated research and innovation real estate assets of Wexford Science & Technology, LLC (“Wexford”) from affiliates of Blackstone Real Estate Partners VIII, L.P. for total consideration of $1.5 billion (the “Research and Innovation Acquisition”). The properties acquired continue to be managed by Wexford, which remains a separate management company owned and operated by the existing Wexford management team. We have exclusive rights to fund and own future research and innovation projects developed by Wexford.

Other 2016 Acquisitions

During the year ended December 31, 2016, we made other investments totaling approximately $42.3 million, including the acquisition of one triple-net leased property and two MOBs reported within our office operations reportable business segment.
Estimated Fair Value

We accounted for our 2016 acquisitions under the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”). The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed in our 2016 real estate acquisitions, which we determined using level two and level three inputs:
  Triple-Net Leased Properties Office Operations Total
 (In thousands)
Land and improvements $1,579
 $63,526
 $65,105
Buildings and improvements 12,558
 1,311,676
 1,324,234
Acquired lease intangibles 163
 200,022
 200,185
Other assets 
 99,777
 99,777
Total assets acquired 14,300
 1,675,001
 1,689,301
Notes payable and other debt 
 47,641
 47,641
Intangible liabilities 
 103,769
 103,769
Other liabilities 380
 64,792
 65,172
Total liabilities assumed 380
 216,202
 216,582
Noncontrolling interest assumed 
 24,656
 24,656
Net assets acquired 13,920
 1,434,143
 1,448,063
Cash acquired 
 19,119
 19,119
Total cash used $13,920
 $1,415,024
 $1,428,944


NOTE 5—DISPOSITIONS
2018 Activity
During 2018,2021, we sold seven seniors housing communities included in our senior living operations reportable business segment, five34 MOBs, 8 triple-net leased properties 11 MOBs and two vacant land parcels23 senior housing communities for aggregate consideration of $348.6 million.$859.7 million and recognized gains on the sale of these assets of $218.8 million in our Consolidated Statements of Income.

2020 Activity

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

In March 2020, we formed the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), a perpetual life vehicle that focuses on investments in research and innovation centers, medical office buildings and senior housing communities in North America. To seed the Ventas Fund, we contributed 6 (2 of which are on the same campus) stabilized research and innovation and medical office properties. We received cash consideration of $620 million and a 21% interest in the Ventas Fund. We recognized a gain on the salestransactions of real estate assets$225.1 million.

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VENTAS, INC.
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In October 2020, we formed a joint venture (the “R&I Development JV”) with GIC. To seed the R&I Development JV, we contributed our controlling ownership interest in four in-progress university-based research and innovation development projects (the “Initial R&I JV Projects”). At closing, GIC reimbursed us for its share of $46.2 millioncosts incurred to date and we recognized a gain of $13.7 million. We own an over 50% interest and GIC owns a 45% interest in the Initial R&I JV Projects. The R&I Development JV may be expanded in the future to include other pre-identified research and innovation development projects.

See “Note 7 – Investments in Unconsolidated Entities” for additional details on the year ended December 31, 2018.Ventas Fund and the JV.

2017 Activity

During the year ended December 31, 2017,Also during 2020, we sold 534 MOBs, 4 senior housing communities, 22 triple-net leased properties five MOBs and certain vacant1 land parcelsparcel for aggregate consideration of $870.8$249.6 million, and we recognized a gain on the sale of these assets of $717.3$23.4 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)2019 Activity


SNF Dispositions

In November 2016, we entered into agreements with Kindred providing that Kindred will either acquire all 36 SNFs owned by us and operated by Kindred (the “Ventas SNFs”) for $700 million, in connection with Kindred’s previously announced plan to exit its SNF business; or, renewDuring the current lease on all unpurchased Ventas SNFs not purchased by Kindred by April 30, 2018 until 2025 at the current rent level plus annual escalations. On June 30, 2017, Kindred announced that it had signed definitive agreements to sell its entire SNF business to an affiliate of Blue Mountain Capital Management, LLC and that, as Kindred closes on the sale of its SNFs, Kindred will pay to us its allocable portion of the sale proceeds for a total of approximately $700 million aggregate purchase price for the Ventas SNFs, and we will convey the applicable Ventas SNFs to the ultimate buyer. 

During 2017,year ended December 31, 2019, we sold the 36 Ventas SNFs, included10 triple-net leased properties, 8 MOBs, 6 senior housing assets and our leasehold interest in the 53 triple-net properties described above,1 vacant land parcel for aggregate consideration of approximately $700$147.5 million, and recognized a gain on the sale of these assets of $657.6$26.0 million net of taxes.

2016 Activity

During the year ended December 31, 2016, we sold 29 triple-net leased properties, one seniors housing community reported in our senior living operations reportable business segment and six MOBs reported within our office operations reportable business segment for aggregate considerationConsolidated Statements of $300.8 million. We recognized a gain on the sales of these assets of $98.2 million, net of taxes.Income.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale as of December 31, 2018 and 2017, including the amounts reported within other assets and accounts payable and other liabilities on our Consolidated Balance Sheets:
  December 31, 2018 December 31, 2017
  Number of Properties Held for Sale Assets Held for Sale Liabilities Held for Sale Number of Properties Held for Sale Assets Held for Sale Liabilities Held for Sale
  (Dollars in thousands)
Triple-net leased properties 1
 $5,482
 $40
 
 $
 $
Office operations (1)
 
 160
 152
 3
 65,413
 60,265
Senior living operations  (1)
 
 (188) 13
 
 
 
Total 1
 $5,454
 $205
 3
 $65,413
 $60,265


(1)
Balances relate to anticipated post-closing settlements of working capital.

In March 2018, five MOBs no longer met the criteria as being classified as held for sale. As a result, we adjusted the carrying amount of these assets by recognizing depreciation expense of $5.7 million and classified these assets within net real estate investments on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for all periods presented.disposed properties.
December 31, 2021December 31, 2020
Number of Properties Held for SaleAssets Held for SaleLiabilities Held for SaleNumber of Properties Held for SaleAssets Held for SaleLiabilities Held for Sale
Triple-net leased properties— $— $— $4,960 $2,690 
Office operations3,435 1,529 — 15 101 
Senior living operations24,964 9,321 4,633 455 
Total$28,399 $10,850 $9,608 $3,246 

Real Estate Impairment

We recognized impairments of $29.5$219.4 million, $32.9$153.8 million and $35.2$133.6 million for the years ended December 31, 2018, 20172021, 2020 and 20162019, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. OurThe impairments recorded impairmentsduring 2021 and 2019 were primarily a result of a change in our intent to hold the impaired assets. A significant portion of our 2020 charges resulted from the impact of COVID-19 and others were primarily the result of a change in our intent to hold the impaired assets. In most cases, we recognized an impairment in the periods in which our change in intent was made.assets (See “Note 1 – Description of Business - COVID-19 Update”).

Additionally, we recognized impairments of $52.5 million and $4.6 million for the years ended December 31, 2018 and 2017, respectively, as a result of natural disasters which are recorded as a component of other in our Consolidated Statements of Income. There was no impairment recorded as a result of natural disasters for the year ended December 31, 2016. We believe there is insurance coverage to mitigate these events. However, there can be no assurance regarding the amount or timing of any recoveries. Such recoveries will be recognized when collection is deemed probable.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



NOTE 6—6 – LOANS RECEIVABLE AND INVESTMENTS

As of December 31, 20182021 and 2017,2020, we had $756.5$549.2 million and $1.4 billion,$900.2 million, respectively, of net loans receivable and investments relating to seniorssenior housing and healthcare operators or properties. The following is a summary of our loans receivable and investments, net, as of December 31, 2018 and 2017, including amortized cost, fair value and unrealized gains or losses on available-for-sale investments:available for sale investments (dollars in thousands):
Amortized CostAllowanceUnrealized GainCarrying AmountFair Value
As of December 31, 2021:
Secured/mortgage loans and other, net$488,913 $— $— $488,913 $478,931 
Government-sponsored pooled loan investments, net (1)
39,376 — 1,836 41,213 41,213 
Total investments reported as secured loans receivable and investments, net528,289 — 1,836 530,126 520,144 
Non-mortgage loans receivable, net (2)
24,418 (5,394)— 19,024 19,039 
Total loans receivable and investments, net$552,707 $(5,394)$1,836 $549,150 $539,183 
As of December 31, 2020:
Secured/mortgage loans and other, net$555,840 $— $— $555,840 $508,707 
Government-sponsored pooled loan investments, net55,154 (8,846)3,419 49,727 49,727 
Total investments reported as secured loans receivable and investments, net610,994 (8,846)3,419 605,567 558,434 
Non-mortgage loans receivable, net (2)
74,700 (17,623)— 57,077 57,009 
Marketable debt securities (2)
213,334 — 24,219 237,553 237,553 
Total loans receivable and investments, net$899,028 $(26,469)$27,638 $900,197 $852,996 
  Carrying Amount Amortized Cost Fair Value Unrealized Gain
  (In thousands)
As of December 31, 2018:        
Secured/mortgage loans and other, net $439,491
 $439,491
 $425,290
 $
Government-sponsored pooled loan investments, net(1)
 56,378
 49,601
 56,378
 6,777
Total investments reported as Secured loans receivable and investments, net 495,869
 489,092
 481,668
 6,777
Non-mortgage loans receivable, net 54,164
 54,164
 54,081
 
Senior unsecured notes(2)
 206,442
 197,473
 206,442
 8,969
Total loans receivable and investments, net $756,475
 $740,729
 $742,191
 $15,746

(1)Investment in government-sponsored pool loans has a contractual maturity date in 2023.
As of December 31, 2017:        
Secured/mortgage loans and other, net $1,291,694
 $1,291,694
 $1,286,322
 $
Government-sponsored pooled loan investments, net(1)
 54,665
 53,863
 54,665
 802
Total investments reported as Secured loans receivable and investments, net 1,346,359
 1,345,557
 1,340,987
 802
Non-mortgage loans receivable, net 59,857
 59,857
 58,849
 
Total loans receivable and investments, net $1,406,216
 $1,405,414
 $1,399,836
 $802
(2)Included in other assets on our Consolidated Balance Sheets.


2021 Activity
(1)
Investments in government-sponsored pooled loans have contractual maturity dates in 2023.
(2) Investments in senior unsecured notes have contractual maturity dates in 2026.

In October 2021, we received proceeds of $45.0 million in full repayment of a note (which was included above in Non-mortgage loans receivable, net) from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.
2018
In July 2021, we received $66.0 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020.

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

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

During the first quarter of 2021, we received aggregate proceeds of $16.5 million for the redemption and sale of marketable debt securities, resulting in total gains of $1.0 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $1.2 million of unrealized gain was presented within accumulated other comprehensive income on our Consolidated Balance Sheet related to these securities. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026.
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VENTAS, INC.
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In March 2021, $11.9 million of previously reserved non-mortgage loans were forgiven. We derecognized both the amortized cost bases and allowances for these loans during the quarter ended March 31, 2021. There was no impact to our Consolidated Statements of Income from the loan forgiveness.

2020 Activity

During the year ended December 31, 2018,2020, we recognized $34.7 million in expense in establishing allowances on our loan and investment portfolio. See “Note 1 - Description Of Business - COVID-19 Update.” In December 2020, we received $10.5 million for partial repayment of previously reserved loans, which was recorded as a reduction to allowance on loans receivables and investments in our Consolidated Statements of Income.

During the year ended December 31, 2020, we received aggregate proceeds of $862.9$106.1 million for the full repayment of the principal balances of 14various loans receivable with a weighted average interest rate of 9.1%8.3% that were due to mature between 20182020 and 2033,2025, which resulted in total gains of $27.8 million.

Included in the repayments above is $713 million that we received in June 2018 for the full repayment of the principal balance of a $700.0 million term loan and $13.0 million then outstanding on a revolving line of credit we made to a subsidiary of Ardent. See “2017 Activity” below. We also received a $14.0 million cash pre-payment fee and accelerated recognition of the unamortized portion ($13.2 million) of a previously received cash “upfront” fee for the loans, resulting in income of $27.2$1.4 million, which is recorded in income from loans and investments in our Consolidated Statements of Income.

In June 2018,April 2020, we also made a $200.0received as consideration $66 million investment in senior unsecuredof notes issuedsecured by a subsidiary of Ardent at a price of 98.6% of par value. The notes haveequity pledges on real estate assets with an effective interest rate of 10.0%9.2% in connection with the termination of the Holiday Lease. See “Note 3 – Concentration of Credit Risk.”

In July 2020, Brookdale Senior Living issued a $45 million note to Ventas maturing on December 31, 2025, which is included in Non-mortgage loans receivable, net. In addition, Brookdale transferred fee ownership of 5 senior living communities to us, in full satisfaction and mature in 2026. These investments are classified as available for sale and are reflected on our Consolidated Balance Sheets at fair value.

Thererepayment of a $78 million loan to Brookdale Senior Living from us that was no impact on our 9.8% equity investment in Ardent as a resultsecured by the five communities. See “Note 3 – Concentration of these transactions.Credit Risk.”
    
2017 Activity

During the year ended December 31, 2017, we received aggregate proceeds of $37.6 million for the partial prepayment and $35.5 million for the full repayment of loans receivable, which resulted in total gains of $0.6 million.

In March 2017, we provided secured debt financing to a subsidiary of Ardent to facilitate Ardent’s acquisition of LHP Hospital Group, Inc., which included a $700.0 million term loan and a $60.0 million revolving line of credit feature.



NOTE 7—7 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. AtWe invest in both real estate entities and operating entities which are described further below.

Investments in Unconsolidated Real Estate Entities

Through our Ventas Investment Management Platform, which consolidates our extensive third-party capital ventures under a single brand and umbrella, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner.

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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Below is a summary of our investments in unconsolidated real estate entities as of December 31, 2018,2021 and 2020, respectively (dollars in thousands):
Ownership (1)
Carrying Amount
As of December 31,As of December 31,
2021202020212020
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund21.1%22.9%$267,475 $279,983 
Pension Fund Joint Venture22.9%22.8%29,192 34,690 
Research & Innovation Development Joint Venture51.0%50.3%221,363 123,445 
Ventas Investment Management Platform518,030 438,118 
All other (2)
34.0%-50.0%34.0%-50.0%5,435 5,570 
Total investments in unconsolidated real estate entities$523,465 $443,688 
(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments, which could result in non pro rata distributions.
(2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities.

In March 2021, the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”) acquired 2 Class-A life science properties in the Baltimore-DC life science cluster for $272 million, which increased assets under management of the Ventas Fund to $2.1 billion.

In March 2020, we had 25% ownership interestsformed the Ventas Fund, in joint ventures that owned fivewhich we are the sponsor and general partner. See “Note 5 – Dispositions and Impairments.” In October 2020, the Ventas Fund acquired a portfolio of 3 life science properties excluding propertiesin the South San Francisco life science cluster for $1.0 billion, which increased assets under development.management to $1.8 billion as of December 31, 2020. The acquisition was financed with a $415 million mortgage loan bearing interest at a fixed rate of 2.6% per annum.

In October 2020, we formed the R&I Development JV. See “Note 5 – Dispositions and Impairments.” We account for our interests in real estate joint ventures, as well as our 34%own an over 50% interest and GIC owns a 45% interest in Atria, 34% interestthe Initial R&I JV Projects. We act as manager of the R&I Development JV, with customary rights and obligations, and will receive customary fees and incentives. Our exclusive development partner, Wexford Science & Technology, remains the developer of, and a minority partner in, ESL and 9.8% interestall of the projects. The R&I Development JV may be expanded in Ardent, which are included withinthe future to include other assets on our Consolidated Balance Sheets, under the equity method of accounting. See “NOTE 17—RELATED PARTY TRANSACTIONS” for additional information.pre-identified R&I development projects.

With the exception of our interests in Atria, ESL and Ardent, weWe provide various services to eachour unconsolidated entityreal estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these entitiesservices were $5.8$12.4 million, $6.3$6.7 million and $6.7$3.4 million for the years ended December 31, 2018, 20172021, 2020 and 2016, respectively, which is2019, respectively. Such amounts are included in office building and other services revenue in our Consolidated Statements of Income.

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Ardent and Atria, which are included within other assets on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint 2 of 6 members to the Atria Board of Directors. Our 9.8% ownership interest in Ardent entitles us to customary minority rights and protections, including the right to appoint 1 of 10 members of the Ardent Board of Directors.

In July 2018,June 2020, as a result of COVID-19, we soldrecognized an impairment charge of $10.7 million related to our 25% interestinvestment in an unconsolidated real estate joint venture consisting principally of SNFs to our joint venture partneroperating entity, which was recorded within allowance on loans receivable and received $57.5 million at closing. We recognized a loss of $0.9 million, which is recorded in (loss) income from unconsolidated entitiesinvestments in our Consolidated Statements of Income. We had previously recognized an impairment chargeSee “Note 1 – Description of $35.7 million in March 2018, which was recorded in (loss) income from unconsolidated entities in our Consolidated Statements of Income. In addition, our portion of debt related to investments in unconsolidated entities decreased by $23.3 million. Before the sale, we were the managing member of the real estate joint venture and received approximately $4.6 million in annual management fees which were discontinued upon the sale.

In February 2017, we acquired the controlling interests in six triple-net leased seniors housing communities for a purchase price of $100.0 million. In connection with this acquisition, we re-measured the fair value of our previously held equity interest, resulting in a gain on re-measurement of $3.0 million, which is included in loss from unconsolidated entities in our Consolidated Statements of Income. Since the above acquisition, operations relating to these properties have been consolidated in our Consolidated Statements of Income.    

Business - COVID-19 Update.”
NOTE 8—INTANGIBLES

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VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 – INTANGIBLES

The following is a summary of our intangibles as of December 31, 2018 and 2017:(dollars in thousands):
December 31, 2018 December 31, 2017
Balance 
Remaining
Weighted Average
Amortization
Period in Years
 Balance 
Remaining
Weighted Average
Amortization
Period in Years
As of December 31, 2021As of December 31, 2020
(Dollars in thousands) BalanceWeighted Average
Remaining Amortization
Period in Years
BalanceWeighted Average
Remaining Amortization
Period in Years
Intangible assets:       Intangible assets:    
Above market lease intangibles$181,393
 6.7 $185,012
 7.0
In-place and other lease intangibles1,321,562
 24.7 1,363,062
 24.0
Above-market lease intangibles (1)
Above-market lease intangibles (1)
$129,121 5.9$140,096 6.4
In-place and other lease intangibles (2)
In-place and other lease intangibles (2)
1,240,626 7.21,090,790 10.7
Goodwill1,050,548
 N/A 1,034,644
 N/AGoodwill1,046,140 N/A1,051,650 N/A
Other intangibles35,759
 11.8 35,890
 14.1
Other intangibles (2)
Other intangibles (2)
34,517 6.535,870 10.0
Accumulated amortization(921,107) N/A (864,576) N/AAccumulated amortization(944,403)N/A(941,462)N/A
Net intangible assets$1,668,155
 22.9 $1,754,032
 22.1Net intangible assets$1,506,001 7.1$1,376,944 10.3
Intangible liabilities:      Intangible liabilities:   
Below market lease intangibles$356,771
 14.4 $359,118
 13.7
Below-market lease intangibles (1)
Below-market lease intangibles (1)
$334,365 9.7$339,265 14.3
Other lease intangibles31,418
 46.5 40,141
 40.8Other lease intangibles13,608 N/A13,498 N/A
Accumulated amortization(191,909) N/A (160,985) N/AAccumulated amortization(244,975)N/A(212,655)N/A
Purchase option intangibles3,568
 N/A 3,568
 N/APurchase option intangibles3,568 N/A3,568 N/A
Net intangible liabilities$199,848
 17.2 $241,842
 15.6Net intangible liabilities$106,566 9.7$143,676 14.3


(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 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Above marketAbove-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 marketBelow-market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets. For the years ended December 31, 2018, 20172021, 2020 and 2016,2019, our net amortization related to these intangibles was $49.2$29.3 million, $67.2$45.7 million and $104.5$59.2 million, respectively.

The following is a summary of the estimated net amortization related to these intangibles for each of the next five years:years (dollars in thousands):
 Estimated Net Amortization
 (In thousands)
2019$55,502
202044,192
202138,450
202230,092
202326,022
Estimated Net Amortization
2022$123,144 
2023111,976 
202457,729 
20259,764 
20265,972 

99

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2018:2021 (dollars in thousands):
Goodwill
Triple-net leased properties$322,097 
Senior living operations259,482 
Office operations464,561 
Total goodwill$1,046,140 
  Goodwill
  (In thousands)
Triple-Net Leased Properties $321,168
Senior Living Operations 259,482
Office Operations 469,898
Total Goodwill $1,050,548
NOTE 9 – OTHER ASSETS

NOTE 9—OTHER ASSETS

The following is a summary of our other assets as of(dollars in thousands):
As of December 31,
20212020
Straight-line rent receivables$176,877 $169,711 
Non-mortgage loans receivable, net19,024 57,077 
Stock warrants48,884 50,098 
Marketable debt securities— 237,553 
Other intangibles, net7,270 4,659 
Investment in unconsolidated operating entities73,602 63,768 
Other239,412 224,363 
Total other assets$565,069 $807,229 

Stock warrants represent warrants exercisable at any time prior to December 31, 2018 and 2017:
 2018 2017
 (In thousands)
Straight-line rent receivables, net$250,023
 $267,764
Non-mortgage loans receivable, net54,164
 59,857
Senior unsecured notes206,442
 
Other intangibles, net5,623
 6,496
Investment in unconsolidated operating entities56,820
 49,738
Other186,113
 189,924
Total other assets$759,185
 $573,779

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 (Continued)



NOTE 10—10 – SENIOR NOTES PAYABLE AND OTHER DEBT


The following is a summary of our senior notes payable and other debt (dollars in thousands):
As of December 31,
20212020
Unsecured revolving credit facility (1)
$56,448 $39,395 
Commercial paper notes280,000 — 
Secured revolving construction credit facility due 2022— 154,098 
Floating Rate Senior Notes, Series F due 2021 (2)
— 235,664 
3.25% Senior Notes due 2022— 263,687 
3.30% Senior Notes, Series C due 2022 (2)
— 196,386 
Unsecured term loan due 2023200,000 200,000 
3.125% Senior Notes due 2023— 400,000 
3.10% Senior Notes due 2023— 400,000 
2.55% Senior Notes, Series D due 2023 (2)
217,667 216,025 
3.50% Senior Notes due 2024400,000 400,000 
3.75% Senior Notes due 2024400,000 400,000 
4.125% Senior Notes, Series B due 2024 (2)
197,879 196,386 
2.80% Senior Notes, Series E due 2024 (2)
474,909 471,328 
Unsecured term loan due 2025 (2)
395,757 392,773 
3.50% Senior Notes due 2025600,000 600,000 
2.65% Senior Notes due 2025450,000 450,000 
4.125% Senior Notes due 2026500,000 500,000 
3.25% Senior Notes due 2026450,000 450,000 
2.45% Senior Notes, Series G due 2027 (2)
375,970 — 
3.85% Senior Notes due 2027400,000 400,000 
4.00% Senior Notes due 2028650,000 650,000 
4.40% Senior Notes due 2029750,000 750,000 
3.00% Senior Notes due 2030650,000 650,000 
4.75% Senior Notes due 2030500,000 500,000 
2.50% Senior Notes due 2031500,000 — 
3.30% Senior Notes, Series H due 2031 (2)
237,454 — 
6.90% Senior Notes due 2037 (3)
52,400 52,400 
6.59% Senior Notes due 2038 (3)
22,823 22,823 
5.70% Senior Notes due 2043300,000 300,000 
4.375% Senior Notes due 2045300,000 300,000 
4.875% Senior Notes due 2049300,000 300,000 
Mortgage loans and other2,431,831 2,092,106 
Total12,093,138 11,983,071 
Deferred financing costs, net(69,925)(68,343)
Unamortized fair value adjustment32,888 12,618 
Unamortized discounts(28,557)(31,934)
Senior notes payable and other debt$12,027,544 $11,895,412 

(1)As of December 31, 2021 and 2020, respectively, $30.9 million and $12.2 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $25.6 million and $27.2 million were denominated in British pounds as of December 31, 20182021 and 2017:
 2018 2017
 (In thousands)
Unsecured revolving credit facility (1)
$765,919
 $535,832
Secured revolving construction credit facility due 202290,488
 2,868
2.00% Senior Notes due 2018
 700,000
4.00% Senior Notes due 2019
 600,000
3.00% Senior Notes, Series A due 2019 (2)
293,319
 318,041
2.70% Senior Notes due 2020500,000
 500,000
Unsecured term loan due 2020
 900,000
4.75% Senior Notes due 2021
 700,000
4.25% Senior Notes due 2022600,000
 600,000
3.25% Senior Notes due 2022500,000
 500,000
3.30% Senior Notes, Series C due 2022 (2)
183,325
 198,776
Unsecured term loan due 2023300,000
 
3.125% Senior Notes due 2023400,000
 400,000
3.10% Senior Notes due 2023400,000
 400,000
2.55% Senior Notes, Series D due 2023 (2)
201,657
 218,653
Unsecured term loan due 2024600,000
 
3.75% Senior Notes due 2024400,000
 400,000
4.125% Senior Notes, Series B due 2024 (2)
183,324
 198,776
3.50% Senior Notes due 2025600,000
 600,000
4.125% Senior Notes due 2026500,000
 500,000
3.25% Senior Notes due 2026450,000
 450,000
3.85% Senior Notes due 2027400,000
 400,000
4.00% Senior Notes due 2028650,000
 
4.40% Senior Notes due 2029750,000
 
6.90% Senior Notes due 203752,400
 52,400
6.59% Senior Notes due 203822,823
 22,973
5.45% Senior Notes due 2043258,750
 258,750
5.70% Senior Notes due 2043300,000
 300,000
4.375% Senior Notes due 2045300,000
 300,000
Mortgage loans and other1,127,697
 1,308,564
Total10,829,702
 11,365,633
Deferred financing costs, net(69,615) (73,093)
Unamortized fair value adjustment(1,163) 12,139
Unamortized discounts(25,225) (28,617)
Senior notes payable and other debt$10,733,699
 $11,276,062

2020, respectively.

(1)(2)Canadian Dollar debt obligations shown in US Dollars.
As of December 31, 2018 and 2017, respectively, $23.1 million and $28.7 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $27.8 million and $31.1 million were denominated in British pounds as of December 31, 2018 and 2017, respectively.
(2)
These borrowings are in the form of Canadian dollars.

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



Credit Facilities, Commercial Paper and Unsecured Term Loans

In April 2017,January 2021, we entered into an amended and restated unsecured credit facility (the “New Credit Facility”) comprised of a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The New Credit Facility replaced our previous $3.0 billion unsecured revolving credit facility priced at London Inter-bank Offered Rate (“LIBOR”) plus 0.875%, that replaced our previous $2.0 billion unsecured revolving credit facility priced at LIBOR plus 1.0%. The new unsecured credit facility was also comprised of our $200.0 million term loan that was scheduled to mature in 2018 and our $278.6 million term loan that was scheduled to mature in 2019. The 2018 and 2019 term loans were priced at LIBOR plus 1.05%. In August 2017, we used most of the proceeds from the sale of 22 SNFs to repay the balances then outstanding on the 2018 and 2019 term loans, and recognized a loss on extinguishment of debt of $0.5 million.

The unsecured revolving credit facilityNew Credit Facility matures in 2021,January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for two2 additional periods of six months each. The unsecured revolving credit facilityNew Credit Facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion.billion, subject to the satisfaction of certain conditions.

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

As of December 31, 2018,2021, we had $765.9$2.7 billion of undrawn capacity on our New Credit Facility with $56.4 million of borrowings outstanding $23.1and an additional $24.9 million ofrestricted to support outstanding letters of credit outstanding and $2.2 billioncredit. We limit our use of unused borrowing capacity available underthe New Credit Facility, to the extent necessary, to support our unsecured revolving credit facility.    

In July 2018, we entered into a new $900.0 million unsecured term loan facility priced at LIBOR plus 0.90%. The new term loan facility is comprised of a $300.0 million term loan that matures in 2023 and a $600.0 million term loan that matures in 2024.  The new term loan facility also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.5 billion. This unsecured term loan facility replaced and repaid in full our $900.0 million unsecured term loan due 2020 priced at LIBOR plus 0.975%.                

commercial paper program when commercial paper notes are outstanding. As of December 31, 2018,2021, we also had a $400.0 million secured revolving construction credit facility with $90.5$280.0 million of borrowings outstanding and $309.5 million of unused borrowing capacity. The secured revolving construction credit facility matures in 2022 and is primarily used to finance research and innovation center and other construction projects.commercial paper outstanding.

Commercial Paper Program

In January 2019, ourOur wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), established an unsecured commercial paper note program initially rated A2/P2/F2. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1$1.0 billion. The notes will beare sold under customary terms in the United StatesU.S. commercial paper note market and will rankare ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes will beare fully and unconditionally guaranteed by Ventas.Ventas, Inc. As of December 31, 2021, we had $280.0 million borrowings outstanding under our commercial paper program.

Senior Notes

As of December 31, 2018,2021, we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million.        

As of December 31, 2021, we had a C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

During the year ended December 31, 2021, we terminated the $400.0 million secured revolving construction credit facility, resulting in a loss on extinguishment of debt of $0.5 million.

Senior Notes

As of December 31, 2021, we had outstanding $7.0$7.2 billion aggregate principal amount of senior notes issued by Ventas Realty, ($1.9 billion of which was co-issued by Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation), approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$1.21.9 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

In March 2017, Ventas Realty issued and sold $400.0 million aggregate principal amount of 3.10% senior notes due 2023 at a public offering price equal to 99.28% of par, for total proceeds of $397.1 million before the underwriting discount and expenses, and $400.0 million aggregate principal amount of 3.85% senior notes due 2027 at a public offering price equal to 99.20% of par, for total proceeds of $396.8 million before the underwriting discount and expenses.

In April 2017, we repaid in full, at par, $300.0 million aggregate principal amount then outstanding of our 1.25% senior notes due 2017 upon maturity.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


In June 2017, Ventas Canada issued and sold C$275.0 million aggregate principal amount of 2.55% senior notes, Series D due 2023 at a price equal to 99.95% of par, for total proceeds of C$274.9 million before the agent fees and expenses. The notes were offered on a private placement basis in Canada. We used part of the proceeds to repay C$124.4 million on our unsecured term loan due 2019.

In February 2018, we repaid in full, at par, $700.0 million aggregate principal amount then outstanding of our 2.00% senior notes due February 2018 upon maturity.

In February 2018, Ventas Realty issued and sold $650.0 million aggregate principal amount of 4.00% senior notes due 2028 at a public offering price equal to 99.23% of par, for total proceeds of $645.0 million before the underwriting discount and expenses.

In February 2018, we redeemed $502.1 million aggregate principal amount then outstanding of our 4.00% senior notes due April 2019 at a public offering price of 101.83% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $11.0 million. The redemption was funded using cash on hand and borrowings under our unsecured revolving credit facility. In April 2018, we repaid the remaining balance then outstanding of our 4.00% senior notes due April 2019 of $97.9 million and recognized a loss on extinguishment of debt of $1.8 million.

In August 2018, Ventas Realty issued and sold $750.0 million aggregate principal amount of 4.40% senior notes due 2029 at a public offering price equal to 99.95% of par, for total proceeds of $749.7 million before the underwriting discount and expenses.

In August 2018, we redeemed $549.5 million aggregate principal amount then outstanding of our 4.75% senior notes due 2021 at a public offering price of 104.56% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $28.3 million. The redemption was funded using proceeds from our August 2018 senior note issuance, cash on hand and borrowings under our unsecured revolving credit facility. In September 2018, we repaid the remaining balance then outstanding of our 4.75% senior notes due 2021 of $150.5 million and recognized a loss on extinguishment of debt of $7.6 million.

In January 2019, we redeemed $258.8 million aggregate principal amount then outstanding of our 5.45% senior notes due 2043 at a public offering price at par, plus accrued and unpaid interest to the redemption date. Notice of the redemption was given in November 2018 and, as a result, we recognized a non-cash charge to loss on extinguishment of debt of $7.1 million during the year ended December 31, 2018.

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

102

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NHP LLC’s 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and its 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2023 and 2028.

2021 Senior Notes Activity

In December 2021, Ventas Canada issued and sold C$475.0 million aggregate principal amount of 2.45% senior notes, Series G and C$300.0 million aggregate principal amount of 3.30% senior notes, Series H, due 2027 and 2031 at 99.79% and 99.65% of par, respectively.

In November 2021, Ventas Canada issued a make whole notice of redemption for the entirety of the C$250.0 million aggregate principal amount of 3.30% senior notes due 2022, resulting in a loss on extinguishment of debt of $0.8 million during the year ended December 31, 2021. The redemption settled in December 2021, principally using cash on hand.

In November 2021, Ventas Canada repaid in full, at par, our variable rate C$300.0 million principal amount then outstanding senior notes due 2021 upon maturity.

In August 2021, Ventas Realty issued and sold $500.0 million aggregate principal amount of 2.50% senior notes due 2031 at 99.74% of par.

In August 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.125% senior notes due 2023, resulting in a loss on extinguishment of debt of $20.9 million during the year ended December 31, 2021. The redemption settled in September 2021, principally using cash on hand.

In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole notice of redemption for the entirety of the $263.7 million aggregate principal amount of 3.25% senior notes due 2022, resulting in a loss on extinguishment of debt of $8.2 million during the year ended December 31, 2021. The redemption settled in August 2021, principally using cash on hand.

In February 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, resulting in a loss on extinguishment of debt of $27.3 million during the year ended December 31, 2021. The redemption settled in March 2021, principally using cash on hand.

2020 Senior Notes Activity

In April 2020, Ventas Realty issued and sold $500.0 million aggregate principal amount of 4.75% senior notes due 2030 at an amount equal to 97.86% of par.

In October 2020, we redeemed, pursuant to a cash tender offer, $236.3 million aggregate principal amount then outstanding of our 3.25% senior notes due 2022 at 104.14% of par value, plus accrued and unpaid interest to the payment date. As a result, we recognized a loss on extinguishment of debt of $11.1 million during the year ended December 31, 2020.
103

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Mortgages

At December 31, 2018,2021, we had 56112 mortgage loans outstanding in the aggregate principal amount of $1.1$2.4 billion, andwhich is secured by 60102 of our properties. Of these loans, 4595 loans in the aggregate principal amount of $698.1 million$2.1 billion bear interest at fixed rates ranging from 3.0%1.99% to 8.6%13.01% per annum, and 1117 loans in the aggregate principal amount of $429.6$370.0 million bear interest at variable rates ranging from 1.4%0.08% to 5.4%2.85% per annum as of December 31, 2018.2021. At December 31, 2018,2021, the weighted average annual rate on our fixed rate mortgage loans was 4.4%3.6%, and the weighted average annual rate on our variable rate mortgage loans was 3.4%1.7%. Our mortgage loans had a weighted average maturity of 5.84.2 years as of December 31, 2018.2021.

During the years ended December 31, 2018, 20172021 and 2016,2020, we repaid in full mortgage loans in the aggregate principal amount of $485.7 million, $411.4$284.7 million and $337.8$60.9 million, respectively.

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

The following summarizes the maturities of our senior notes payable and other debt as of December 31, 2018:2021 (dollars in thousands):
 
Principal Amount
Due at Maturity
 
Unsecured Revolving
Credit
Facility (1)
 
Scheduled Periodic
Amortization
 Total Maturities
 (In thousands)
2019$390,779
 $
 $15,850
 $406,629
2020592,384
 
 15,322
 607,706
202164,342
 765,919
 14,232
 844,493
20221,491,561
 
 12,743
 1,504,304
20231,542,294
 
 9,104
 1,551,398
Thereafter (2)
5,835,010
 
 80,162
 5,915,172
Total maturities$9,916,370
 $765,919
 $147,413
 $10,829,702
Principal Amount
Due at Maturity
Unsecured Revolving
Credit Facility and Commercial Paper Notes (1)
Scheduled Periodic
Amortization
Total Maturities
2022$389,966 $280,000 $51,887 $721,853 
2023696,075 — 38,757 734,832 
20241,651,162 — 32,974 1,684,136 
20252,047,551 56,448 26,810 2,130,809 
20261,035,585 — 19,869 1,055,454 
Thereafter5,656,800 — 109,254 5,766,054 
Total maturities$11,477,139 $336,448 $279,551 $12,093,138 


(1)(1)At December 31, 2021, we had $186.7 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $149.7 million of unrestricted cash and cash equivalents.
At December 31, 2018, we had $72.3 million of unrestricted cash and cash equivalents, for $693.6 million of net borrowings outstanding under our unsecured revolving credit facility.
(2)
Includes $52.4 million aggregate principal amount of 6.90% senior notes due 2037 that is subject to repurchase, at the option of the holders, on October 1, 2027, and $22.8 million aggregate principal amount of 6.59% senior notes due 2038 that is subject to repurchase, at the option of the holders, on July 7 in each of 2023 and 2028.
    
The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

As of December 31, 2018,2021, we were in compliance with all of these covenants.

Derivatives and Hedging

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

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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.
104

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



As of December 31, 2018,2021, our variable rate debt obligations of $1.8$1.1 billion reflect, in part, the effect of $148.8$145.6 million notional amount of interest rate swaps with maturities ranging from March 2022 to May 2022 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2018,2021, our fixed rate debt obligations of $9.0$11.0 billion reflect, in part, the effect of $516.2$303.1 million and C$274.0 million notional amount of interest rate swaps with maturities ranging from January 2023 to April 2019 to September 2027,2031, in each case that effectively convert variable rate debt to fixed rate debt.

In January and February 2017, we entered into a total of $275 million of notional forward starting swaps with an effective date of April 3, 2017 that reduced our exposure to fluctuations in interest rates related to changes in rates between the trade dates of the swaps and the forecasted issuance of long-term debt. The rate on the notional amounts was locked at a weighted average rate of 2.33%. In March 2017, these swaps were terminated in conjunction with the issuance of the 3.85% senior notes due 2027, which resulted in a $0.8 million gain that is being recognized over the life of the notes using the effective interest method.

In March 2017, we entered into interest rate swaps totaling a notional amount of $400 million with a maturity of January 15, 2023, effectively converting fixed rate debt to three month LIBOR-based floating rate debt.  As a result, we would pay a floating rate equal to three month LIBOR plus a weighted average swap spread of 0.98%. In August 2018, $200 million notional amount of these swaps were terminated, which resulted in a $6.6 million loss that is being recognized over the life of the notes using the effective interest method. In December 2018, the remaining $200 million notional amount of these swaps were terminated, which resulted in a $5.1 million loss that is being recognized over the life of the notes using the effective interest method.

During June and December 2017, we entered into a total of $200 million notional forward starting swaps that reduced our exposure to fluctuations in interest rates prior to the February 2018 issuance of 4.00% senior notes due 2028. On the issuance date, we realized a gain of $10.0 million from these swaps that is being recognized over the life of the notes using the effective interest method.

In August 2018, we entered into interest rate swaps totaling a notional amount of $200 million with a maturity of January 31, 2023 that effectively converts LIBOR-based floating rate debt to fixed rate debt.
During the twelve months ended December 31, 2018, we entered into $300 million notional value forward starting swaps that reduced our exposure to fluctuations in interest rates prior to our August 2018 issuance of 4.40% senior notes due 2029, which resulted in a $4.4 million gain that is being recognized over the life of the notes using the effective interest method.

NOTE 11—11 – FAIR VALUES OF FINANCIAL INSTRUMENTS


As of December 31, 2018 and 2017, theThe carrying amounts and fair values of our financial instruments were as follows:
 2018 2017
 
Carrying
Amount
 Fair Value 
Carrying
Amount
 Fair Value
 (In thousands)
Assets:       
Cash and cash equivalents$72,277
 $72,277
 $81,355
 $81,355
Secured mortgage loans and other, net439,491
 425,290
 1,291,694
 1,286,322
Non-mortgage loans receivable, net54,164
 54,081
 59,857
 58,849
Senior unsecured notes206,442
 206,442
 
 
Government-sponsored pooled loan investments, net56,378
 56,378
 54,665
 54,665
Derivative instruments6,012
 6,012
 7,248
 7,248
Liabilities:       
Senior notes payable and other debt, gross10,829,702
 10,617,074
 11,365,633
 11,600,750
Derivative instruments4,561
 4,561
 5,435
 5,435
Redeemable OP Unitholder Interests174,552
 174,552
 146,252
 146,252

follows (dollars in thousands):

 As of December 31, 2021As of December 31, 2020
 Carrying AmountFair ValueCarrying AmountFair Value
Assets:    
Cash and cash equivalents$149,725 $149,725 $413,327 $413,327 
Escrow deposits and restricted cash46,872 46,872 38,313 38,313 
Stock warrants48,884 48,884 50,098 50,098 
Secured mortgage loans and other, net488,913 478,931 555,840 508,707 
Non-mortgage loans receivable, net19,024 19,039 57,077 57,009 
Marketable debt securities— — 237,553 237,553 
Government-sponsored pooled loan investments, net41,213 41,213 49,727 49,727 
Derivative instruments1,128 1,128 
Liabilities:
Senior notes payable and other debt, gross12,093,138 12,891,937 11,983,071 13,075,337 
Derivative instruments12,290 12,290 28,338 28,338 
Redeemable OP Units182,112 182,112 145,983 145,983 

For a discussion of the assumptions considered, refer to “NOTE 2—ACCOUNTING POLICIES.“Note 2 – Accounting Policies.” The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.

NOTE 12—12 – STOCK- BASED COMPENSATION

Compensation Plans

We currently have: four3 plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been, or may in the future be, granted to our officers, employees and non-employee directors (the 2000 Incentive Compensation Plan (Employee Plan), the 2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012 Incentive Plan); one1 plan under which executive officers may receive deferred common stock in lieu of compensation (the Executive Deferred Stock Compensation Plan); and one1 plan under which certain non-employee directors have received or may receive deferred common stock in lieu of director fees (the Nonemployee Directors’ Deferred Stock Compensation Plan). These plans are referred to collectively as the “Plans.”

During the year ended December 31, 2018,2021, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Nonemployee Directors’ Deferred Stock Compensation Plan and the 2012 Incentive Plan. The 2006 Incentive Plan and the 2006 Stock Plan for Directors (collectively, the “2006 Plans”) expired on December 31, 2012, and no additional grants were permitted under those Plans after that date.

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 20182021 were as follows:

Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option, and 0.6 million shares were available for future issuance as of December 31, 2018.2021.

105

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Nonemployee Directors’ Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to nonemployeenon-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.4 million shares were available for future issuance as of December 31, 2018.2021.

2012 Incentive Plan—10.510.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors, and 3.62.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 20182021 that were or are subsequently forfeited or expire unexercised) were available for future issuance as of December 31, 2018.2021.

Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years from the date of grant, and vest or have vested over periods of two or three years. If provided in the applicable Plan or award agreement, the vesting of stock options may accelerate upon a change of control (as defined in the applicable Plan) of Ventas, Inc. and other specified events.

Stock Options

In determining the estimated fair value of our stock options as of the date of grant, we used the Black-Scholes option pricing model with the following assumptions:
 2018 2017 2016
Risk-free interest rateN/A 1.69-1.87%
 0.93-1.27%
Dividend yieldN/A 6.00% 5.50%
Volatility factors of the expected market price for our common stockN/A 21.5-21.6%
 19.1-20.6%
Weighted average expected life of optionsN/A 4.0 years
 4.0 years

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following is a summary of stock option activity in 2018:2021:
Shares (000’s)Weighted Average
Exercise Price
Weighted
Average
Remaining
Contractual
Life (years)
Intrinsic
Value
($000’s)
Shares (000’s) 
Weighted Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Life (years)
 
Intrinsic
Value
($000’s)
Outstanding as of December 31, 20175,025
 $58.57
    
Outstanding as of December 31, 2020Outstanding as of December 31, 20203,954 $60.90   
Options granted
 
    
Options granted— —   
Options exercised(201) 43.53
    
Options exercised(193)46.73   
Options forfeited(35) 59.49
  Options forfeited— — 
Options expired(5) 58.93
  Options expired— — 
Outstanding as of December 31, 20184,784
 59.20
 6.4 $13,566
Exercisable as of December 31, 20184,196
 58.89
 6.3 $13,521
Outstanding as of December 31, 2021Outstanding as of December 31, 20213,761 61.63 3.9$29 
Exercisable as of December 31, 2021Exercisable as of December 31, 20213,761 61.63 3.9$29 


Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods, with charges primarily recorded in general, administrative and administrative expenses.professional fees in our Consolidated Statements of Income. As of December 31, 2021 and 2020, there was no unrecognized compensation expense relating to stock options. Compensation costs related to stock options for the yearsyear ended December 31, 2018, 2017 and 2016 were $2.6 million, $4.8 million and $6.2 million, respectively.

As of December 31, 2018, we had2019 was $0.3 million, which was included in general, administrative and professional fees in our Consolidated Statements of total unrecognized compensation cost related to non-vested stock options granted under the Plans. We expect to recognize that cost over a weighted average period of one year.Income.

There were no options issued during 2018. The weighted average grant date fair value per share of options issued during the years ended 2017 and 2016 was $5.23 and $4.73, respectively.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2018, 20172021, 2020 and 20162019 were $8.8$9.0 million, $16.3$5.1 million and $20.4$36.1 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2018, 20172021, 2020 and 20162019 was $3.1$1.5 million, $7.0$1.3 million and $8.0$12.3 million, respectively. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units    

We recognize the fair value of shares of restricted stock and restricted stock units (including time-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to general, administrative and administrative expensesprofessional fees of $27.3$31.9 million, $21.7$21.4 million and $14.7$33.6 million in 2018, 20172021, 2020 and 2016, respectively.2019, respectively, in our Consolidated Statements of Income. Restricted stock and restricted stock units generally vest over periods ranging from two to five years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards for executive officers will also generally vest to the executives if at a future termination date, they have attained a combined number of age and years of service of at least 75, with a minimum age of 62.

106

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    
AThe following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2018,2021, and changes during the year ended December 31, 2018 follows:2021:
 
Restricted
Stock
(000’s)
 
Weighted
Average
Grant Date
Fair Value
 
Restricted
Stock Units (000’s)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at December 31, 2017319
 $58.36
 414
 $62.01
Granted161
 50.77
 331
 53.44
Vested(182) 59.35
 (104) 61.47
Forfeited(22) 53.94
 (14) 58.29
Nonvested at December 31, 2018276
 53.64
 627
 57.70

Restricted
Stock
(000’s)
Weighted
Average
Grant Date
Fair Value
Restricted
Stock Units (000’s)
Weighted
Average
Grant Date
Fair Value
Non-vested at December 31, 2020233 $49.94 714 $59.46 
Granted358 51.71 654 47.87 
Vested(121)51.51 (321)57.44 
Forfeited(22)49.38 — — 
Non-vested at December 31, 2021448 50.96 1,047 52.84 
    
As of December 31, 2018,2021, we had $22.0$34.6 million of unrecognized compensation cost related to non-vested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.472.0 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2018, 20172021, 2020 and 20162019 was $15.5$23.4 million, $16.6$19.8 million and $13.9$31.6 million, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2018, 0.12021, 0.2 million shares had been purchased under the ESPP and 2.92.8 million shares were available for future issuance.

Employee Benefit Plan
    
We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2018,2021, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2018, 20172021, 2020 and 2016,2019, our aggregate contributions were approximately $1.5 million, $1.4$1.6 million and $1.3$1.5 million, respectively.

NOTE 13 – INCOME TAXES
NOTE 13—INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Code, 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 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.note. Certain REIT entities are subject to foreign income tax.

107

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. During the years ended December 31, 2018, 2017 and 2016, ourOur tax treatment of distributions per common share was as follows:
For the Years Ended December 31,
2018 2017 2016202120202019
Tax treatment of distributions:     Tax treatment of distributions:   
Ordinary income$
 $1.02814
 $2.68216
Ordinary income$— $— $— 
Qualified ordinary income0.00375
 0.00337
 0.05794
Qualified ordinary income0.00330 0.00696 0.12230 
199A qualified business income2.97465
 
 
199A qualified business income1.25274 2.14381 2.22898 
Long-term capital gain0.05916
 1.07836
 0.11613
Long-term capital gain0.16448 0.28450 — 
Unrecaptured Section 1250 gain0.12244
 0.21513
 0.10877
Unrecaptured Section 1250 gain0.37948 0.04973 0.03434 
Non-dividend distributionNon-dividend distribution— — 0.78438 
Distribution reported for 1099-DIV purposes3.16000
 2.32500
 2.96500
Distribution reported for 1099-DIV purposes1.80000 2.48500 3.17000 
Add: Dividend declared in current year and taxable in following year0.79250
 0.79000
 
Add: Dividend declared in current year and taxable in following year0.45000 0.45000 0.79250 
Less: Dividend declared in prior year and taxable in current year(0.79000) 
 
Less: Dividend declared in prior year and taxable in current year(0.45000)(0.79250)(0.79250)
Distribution declared per common share outstanding$3.16250
 $3.11500
 $2.96500
Distribution declared per common share outstanding$1.80000 $2.14250 $3.17000 


We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2018, 20172021, 2020 and 2016.2019. Our consolidated benefitexpense (benefit) for income taxes for the years ended December 31, 2018, 2017 and 2016 was as follows:follows (dollars in thousands):
2018 2017 2016For the Years Ended December 31,
(In thousands)202120202019
Current - Federal$(2,953) $(5,672) $(2,991)Current - Federal$662 $402 $(1,840)
Current - State1,332
 1,119
 1,241
Current - State2,116 2,107 2,118 
Deferred - Federal(32,492) (54,396) (19,539)Deferred - Federal6,431 (56,835)(49,532)
Deferred - State(825) 3,237
 (3,634)Deferred - State72 (35,447)(3,353)
Current - Foreign1,892
 2,307
 1,067
Current - Foreign3,439 2,929 2,335 
Deferred - Foreign(6,907) (6,394) (7,487)Deferred - Foreign(7,893)(9,690)(6,038)
Total$(39,953) $(59,799) $(31,343)Total$4,827 $(96,534)$(56,310)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The 20182021 income tax expense is due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. The 2020 income tax benefit iswas primarily due to a $95.9 million net deferred tax benefit from an internal restructuring of certain TRS entities, partially offset by a valuation allowance recorded against certain deferred tax assets. The 2019 income tax benefit was primarily due to the $57.7 million reversal of a $23.2 million valuation allowance on deferred interest carryforwards and tax losses of certain TRS entities. The $23.2 million valuation allowance reversal is an adjustment torecorded against the provisional amount recorded in the prior year related to enactment of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) and is made based upon additional guidance issued by the IRS subsequent to enactment of the 2017 Tax Act. The 2017 income tax benefit is primarily due to accounting for the 2017 Tax Act, specifically a $64.5 million benefit from the reduced U.S. federal corporate tax rate on net deferred tax liabilities and an offsetting expenseassets of $23.3 million to establishcertain of our TRS entities.

Although the valuation allowance on deferred interest carryforwards (subsequently reversed in 2018), losses of certain TRS entities and the release of a tax reserve.
Although the TRScertain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year ended December 31, 2018,2021, their federal income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other business segmentsoperations grow. Such increases could be significant.

108

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, to the income tax expense and benefit is as follows:follows (dollars in thousands):
2018 2017 2016For the Years Ended December 31,
(In thousands)202120202019
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes$80,811
 $204,742
 $181,478
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes$(34,127)$27,132 $77,803 
State income taxes, net of federal benefit(253) (1,115) (1,022)State income taxes, net of federal benefit(8,256)(1,967)2,341 
Change in valuation allowance from ordinary operations(5,451) 8,237
 3,921
Change in valuation allowance from ordinary operations59,572 86,359 (47,227)
Decrease in ASC 740 income tax liability(4,347) (4,750) (3,582)
Tax at statutory rate on earnings not subject to federal income taxes(89,947) (231,379) (209,204)Tax at statutory rate on earnings not subject to federal income taxes(22,869)(53,808)(90,862)
Foreign rate differential and foreign taxes1,924
 6,407
 2,094
Foreign rate differential and foreign taxes4,405 3,342 1,407 
Change in tax status of TRS359
 (690) (5,629)Change in tax status of TRS3,485 (150,287)(52)
Effect of the 2017 Tax Act(23,160) (41,212) 
Other differences111
 (39) 601
Other differences2,617 (7,305)280 
Income tax benefit$(39,953) $(59,799) $(31,343)
Income tax expense (benefit)Income tax expense (benefit)$4,827 $(96,534)$(56,310)


Tax Cuts and Jobs Act of 2017

On December 22, 2017, the 2017 Tax Act was signed into law making significant changes to the Internal Revenue Code.  At that time, we made a reasonable estimate that the new interest limitation rules may disallow the deferred interest carried forward under the rules prior to the 2017 Tax Act and recorded a provisional valuation allowance adjustment of $23.3 million against the entire deferred tax asset related to the deferred interest carryforward. In the fourth quarter of 2018, the IRS provided additional guidance that if an election is made under the 2017 Tax Act to be excluded from the new interest limitation provision for “real property trade or businesses”, the previous deferred interest carryforward may be deducted. Accordingly, for the current year we have recognized a tax benefit of $23.2 million to adjust the provisional amount recorded in 2017.

Each TRS is a tax payingtax-paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities at December 31, 2018, 2017 and 2016 are summarized as follows:follows (dollars in thousands):
2018 2017 2016As of December 31,
(In thousands)202120202019
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs$(269,758) $(300,395) $(409,803)Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs$(58,691)$(60,494)$(257,373)
Operating loss and interest deduction carryforwards133,243
 146,732
 195,415
Operating loss and interest deduction carryforwards187,407 124,606 136,771 
Expense accruals and other11,910
 12,890
 18,185
Expense accruals and other21,628 10,516 7,380 
Valuation allowance(80,614) (109,319) (120,438)Valuation allowance(198,450)(127,279)(40,114)
Net deferred tax liabilities$(205,219) $(250,092) $(316,641)Net deferred tax liabilities$(48,106)$(52,651)$(153,336)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


We established beginning net deferred tax assets and liabilities related to temporary differences between the financial reporting and the tax bases of assets acquired and liabilities assumed (primarily property, intangible and related assets, net of NOL carryforwards), for the years ended December 31, 2018, 2017, and 2016, in connection with the following acquisitions:
 2018 2017 2016
 (In thousands)
2016 Research and Innovation Acquisition$
 $19,262
 $(9,446)
2017 miscellaneous acquisitions(922) (4,510) 
Established beginning deferred tax assets or liabilities$(922) $14,752
 $(9,446)


Our net deferred tax liability decreased $44.8$4.5 million during 2018 primarily2021 due to accounting for IRS guidance issued subsequenta $3.5 million deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, a $3.3 million deferred tax expense related to the enactment of the 2017 Tax Act, specifically a $23.2 million benefit for the reversal of a valuation allowance on deferred interest carryforwards, and tax lossesrevaluation of certain TRS entities.deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. Our net deferred tax liability decreased $66.5$100.7 million during 20172020 primarily due to accounting fora change in the 2017 Tax Act, specifically a $64.5tax status of certain of our TRS entities. This was offset by the recording of valuation allowances against $54.4 million benefit from the reduced U.S. federal corporateof other deferred tax rate onassets. Our net deferred tax liabilities and an offsetting expenseliability decreased $51.9 million during 2019 primarily due to the $57.7 million reversal of $23.3 million to establish a provisional adjustment onvaluation allowances recorded against the net deferred interest carryforwards, the impacttax assets of certain of our TRS operating losses, currency translation adjustments, and purchase accounting adjustments.entities.

Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities for 2018, 2017,2021, 2020 and 20162019 are $55.1$140.6 million, $67.1$83.2 million and $84.7$21.2 million, respectively.

A rollforward of valuation allowances, for the years ended December 31, 2018, 2017 and 2016, is as follows:
 2018 2017 2016
 (In thousands)
Beginning Balance$109,319
 $120,438
 $120,015
Additions:     
Expenses(1)
4,547
 9,277
 6,589
Subtractions:     
Deductions(1)
(9,998) (1,040) (2,668)
Effect of the 2017 Tax Act(23,160) (21,321) 
State income tax, net of federal impact(718) 956
 536
Other activity (not resulting in expense or deduction)624
 1,009
 (4,034)
Ending balance$80,614
 $109,319
 $120,438


(1)
Generally, Expenses and Deductions are increases and decreases, respectively, in TRS valuation allowances, the latter being through utilization or release. The net amount equals the increase in valuation allowance on the reconciliation of income tax expense and benefit schedule above.
We are subject to corporate levelcorporate-level taxes (“built-in gains tax”) for any asset dispositions during the five-yearfive year period immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards.

At December 31, 2018, 20172021, 2020 and 2016,2019, the REIT had NOL carryforwards of $910.7 million, $973.4$1.1 billion, $896.4 million and $1.1 billion,$858.6 million, respectively. Additionally, the REIT has $14.4$10.8 million of federal income tax credits that were carried over from acquisitions. These amounts can be used to offset future taxable income (and/or(or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to their utilization by Section 382 of the Code. The remaining REIT carryforwards begin to expire in 2019.2022.

109

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


For the years ended December 31, 20182021 and 2017,2020, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $3.8$3.3 billion and $4.1$3.6 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 20152018 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 20142017 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, 20142017 and subsequent years. We are also subject to audit in Canada for periods subsequent to the acquisition, and certain prior periods, with respect to entities acquired in 2014 from Holiday Retirement. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2017.

2020.

The following table summarizes the activity related to our unrecognized tax benefits:benefits (dollars in thousands):
2018 2017
(In thousands)20212020
Balance as of January 1$16,765
 $20,950
Balance as of January 1$6,057 $12,127 
Additions to tax positions related to prior years207
 648
Additions to tax positions related to prior years29 74 
Subtractions to tax positions related to prior years(1,720) (497)Subtractions to tax positions related to prior years(4)(6,144)
Subtractions to tax positions as a result of the lapse of the statute of limitations(2,908) (4,336)
Balance as of December 31$12,344
 $16,765
Balance as of December 31$6,082 $6,057 


Included in these unrecognized tax benefits of $12.3$6.1 million and $16.8$6.1 million at December 31, 20182021 and 2017,2020, respectively, were $10.6$5.3 million and $15.0$5.3 million of tax benefits at December 31, 20182021 and 2017,2020, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued no interest or penalties related to the unrecognized tax benefits during 2018.2021. We do not expect our unrecognized tax benefits to increase or decrease materially in 2019.2022.

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

NOTE 14—14 – COMMITMENTS AND CONTINGENCIES

Proceedings against Tenants, Operators and Managers

From time to time, Atria, Sunrise, Brookdale Senior Living, Ardent, Kindred, ESL and our other tenants, operators and managers are parties to certain legal actions, regulatory investigations and claims arising in the conduct of their business and operations. Even though we generally are not party to these proceedings, the unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such tenants’, operators’ or managers’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.

Proceedings Indemnified and Defended by Third Parties

From time to time, we are party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold us harmless. The tenants of our triple-net leased properties and, in some cases, their affiliates are required by the terms of their leases and other agreements with us to indemnify, defend and hold us harmless against certain actions, investigations and claims arising in the course of their business and related to the operations of our triple-net leased properties. In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates are 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 portion of the purchase price consideration is held in escrow for a specified period of time as collateral for these indemnification obligations. We are presently being defended by certain tenants and other obligated third parties in these types of matters. We cannot assure you that our tenants, their affiliates or other obligated third parties will continue to defend us in these matters, that our tenants, their affiliates or other obligated third parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect our tenants’ or other obligated third parties’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Proceedings Arising in Connection with Senior Living and Office Operations; Other Litigation

From time to time, we are party to various lawsuits, investigations, claims and other legal actions,and regulatory investigations and claims (some of which may not be insured and some of which may allege large damage amounts)proceedings arising in connection with our senior living and office operations or otherwise in the course of our business. In limitedcertain circumstances, the managerregardless of the applicable seniors housing community, MOBwhether we are a named party in a lawsuit, investigation, claim or research and innovation centerother legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold us harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, investigationsproceedings or claims. These claims may include, among other things, professional liability and claims. general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior living operations, where we are typically the holder of the applicable healthcare license. These claims may not be fully insured and some may allege large damage amounts.

It is the opinion of management, that except as otherwise set forth in this note, that the disposition of any such actions,lawsuits, investigations, claims and claimsother legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on us. However, regardless of theirthe 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 actions,lawsuits, investigations, claims and claims,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 Effectmaterial adverse effect on us.

Certain Obligations, Liabilities and LitigationOperating Leases

We may be subjectlease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liability represented as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to various obligations, liabilitiesdetermine the present value of lease payments. The incremental borrowing rates were adjusted for the length of the individual lease term. The weighted average discount rate and litigation assumed in connection with or arising outremaining lease term of our acquisitions or otherwise arising in connection with our business, some of which may be indemnifiable by third parties. If theseleases are 7.22% and 35.2 years, respectively. Operating lease assets and liabilities are greater than expectednot recognized for leases with an initial term of 12 months or were not knownless, as these short-term leases are accounted for similar to us atprevious guidance.

Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in our
110

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Consolidated Statements of Income. For the timeyears ended December 31, 2021, 2020 and 2019, we recognized $31.9 million, $32.1 million and $32.6 million of acquisition, if we are not entitled to indemnification, or if the responsible third party fails to indemnify us, such obligations, liabilities and litigation could have a Material Adverse Effect on us. In addition, in connection with the sale or leasing of our properties, we may incur various obligations and liabilities, including indemnification obligations to the buyer or tenant,expense relating to our leases. For the operationsyears ended December 31, 2021, 2020 and 2019, cash paid for leases was $25.1 million, $25.4 million and $25.8 million, respectively as reported within operating cash outflows in our Consolidated Statements of those properties, which could have a Material Adverse Effect on us.Cash Flows.

Other

With respect to certain of our properties, we are subject to operating and ground lease obligations that generally require fixed monthly or annual rent payments and may include escalation clauses and renewal options. These leases have terms that expire during the next 83 years, excluding extension options.

The following table summarizes our future minimum lease obligations under non-cancelable operatingground and groundother operating leases as of December 31, 2018:2021 (dollars in thousands):
2022$21,328 
202321,468 
202420,346 
202515,918 
202615,836 
Thereafter585,762 
Total undiscounted minimum lease payments680,658 
Less: imputed interest(483,424)
Operating lease liabilities$197,234 
 Lease Payments
 (In thousands)
2019$24,941
202024,287
202123,635
202218,867
202318,251
Thereafter614,974
Total$724,955


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 15—15 – EARNINGS PER SHARE


The following table shows the amounts used in computing our basic and diluted earnings per common share:share (in thousands, except per share amounts):
For the Years Ended December 31,
2018 2017 2016 For the Years Ended December 31,
(In thousands, except per share amounts) 202120202019
Numerator for basic and diluted earnings per share:     Numerator for basic and diluted earnings per share:   
Income from continuing operations$415,991
 $1,361,222
 $652,412
Income from continuing operations$56,559 $441,185 $439,297 
Discontinued operations(10) (110) (922)
Net income415,981
 1,361,112
 651,490
Net income56,559 441,185 439,297 
Net income attributable to noncontrolling interests6,514
 4,642
 2,259
Net income attributable to noncontrolling interests7,551 2,036 6,281 
Net income attributable to common stockholders $409,467
 $1,356,470
 $649,231
Net income attributable to common stockholders $49,008 $439,149 $433,016 
Denominator:     Denominator:
Denominator for basic earnings per share—weighted average shares356,265
 355,326
 344,703
Denominator for basic earnings per share—weighted average shares382,785 373,368 365,977 
Effect of dilutive securities:     Effect of dilutive securities:
Stock options174
 494
 569
Stock options34 — 391 
Restricted stock awards331
 265
 176
Restricted stock awards365 171 527 
OP Unitholder Interests2,531
 2,481
 2,942
OP unitholder interestsOP unitholder interests3,120 2,964 2,991 
Denominator for diluted earnings per share—adjusted weighted average shares359,301
 358,566
 348,390
Denominator for diluted earnings per share—adjusted weighted average shares386,304 376,503 369,886 
Basic earnings per share: ��   Basic earnings per share:
Income from continuing operations$1.17
 $3.83
 $1.89
Income from continuing operations$0.15 $1.18 $1.20 
Net income attributable to common stockholders 1.15
 3.82
 1.88
Net income attributable to common stockholders 0.13 1.18 1.18 
Diluted earnings per share:     Diluted earnings per share:  
Income from continuing operations$1.16
 $3.80
 $1.87
Income from continuing operations$0.15 $1.17 $1.19 
Net income attributable to common stockholders 1.14
 3.78 1.86
Net income attributable to common stockholders 0.13 1.17 1.17 


There were 3.53.1 million, 3.04.0 million and 1.41.1 million anti-dilutive options outstanding for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, respectively.

111

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 16—16 – PERMANENT AND TEMPORARY EQUITY

Capital Stock

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

From time to time, we may sell our common stock from time to time under an “at-the-market” equity offering program (“ATM program”). In August 2018,November 2021, we replaced our expired ATM program with an identicala similar program, under which we may sell up to an aggregate of $1.0 billion of our common stock. As of December 31, 2021, we have $1.0 billion remaining under our existing ATM program. During the yearyears ended December 31, 2018,2021, 2020 and 2019, we sold no shares of our common stock under an ATM program. Therefore, as of December 31, 2018, $1.0 billion of our common stock remained available for sale under our ATM program.

During the year ended December 31, 2017, we issued10.9 million, 1.5 million and sold 1.1 million shares of common stock under our previous ATM program for aggregate net proceeds of $73.9 million, after sales agent commissions.

For the year ended December 31, 2016, we issued and sold a total of 18.92.7 million shares of our common stock under our previous ATM program for gross proceeds of $626.4 million, $66.6 million and public offerings. Aggregate net proceeds for these activities were $1.3 billion, after sales agent commissions. We used the proceeds to fund a portion$177.9 million, respectively, at an average gross price of the 2016 Research$57.71, $44.88 and Innovation Acquisition and for working capital and other general corporate purposes. See “NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY” for additional information.$66.75 per share, respectively.

Excess Share Provision

In order to preserve our ability to maintain REIT status, our CharterAmended and Restated Certificate of Incorporation (our “Charter”) provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares, and the trustee may exercise all voting power over the shares.

We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2018,2021, there were no shares in the trust.

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

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss as of December 31, 2018 and 2017:(dollars in thousands):
2018 2017As of December 31,
(In thousands) 20212020
Foreign currency translation$(55,016) $(45,580)Foreign currency translation$(56,227)$(51,947)
Accumulated unrealized gain on marketable debt securities15,746
 802
Available for sale securitiesAvailable for sale securities1,836 25,712 
Derivative instruments19,688
 9,658
Derivative instruments(10,129)(28,119)
Total accumulated other comprehensive loss$(19,582) $(35,120)Total accumulated other comprehensive loss$(64,520)$(54,354)
112

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Redeemable OP Unitholder and Noncontrolling Interests

The following is a rollforwardroll-forward of our redeemable OP Unitholder Interestsunitholder and noncontrolling interests for 2018:2021 (dollars in thousands):
Redeemable OP Unitholder InterestsRedeemable Noncontrolling InterestsTotal Redeemable OP Unitholder and Noncontrolling Interests
 Redeemable OP Unitholder Interests Redeemable Noncontrolling Interests Total Redeemable OP Unitholder and Noncontrolling Interests
 (In thousands)
Balance as of December 31, 2017 $146,252
 $12,238
 $158,490
Balance as of December 31, 2020Balance as of December 31, 2020$145,983 $89,507 $235,490 
New issuances 34,035
 
 34,035
New issuances31,524 — 31,524 
Change in valuation 3,323
 1,351
 4,674
Change in fair valueChange in fair value11,178 21,655 32,833 
DispositionsDispositions— — — 
Distributions and other (7,817) 
 (7,817)Distributions and other(6,461)(1,422)(7,883)
Redemptions (1,241) 
 (1,241)Redemptions(112)(11,569)(11,681)
Balance as of December 31, 2018 $174,552
 $13,589
 $188,141
Balance as of December 31, 2021Balance as of December 31, 2021$182,112 $98,171 $280,283 


NOTE 17—17 – RELATED PARTY TRANSACTIONS

Atria provides comprehensive property management and accounting services with respect to our seniorssenior housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2018, 20172021, 2020 and 2016,2019, we incurred fees to Atria of $60.1$50.8 million, $59.7$54.1 million and $58.7$61.4 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the years ended December 31, 2021, 2020 and 2019, we paid Atria fees of $20.3 million, $1.1 million and $0.7 million, respectively, in connection with the sale or transition of senior housing communities operated by Atria which are considered transaction costs and are primarily recorded within depreciation and amortization expense in our Consolidated Statements of Income.

OurWe hold a 34% ownership interest in Atria, which entitles us to certaincustomary minority rights and minority protections, as well asincluding the right to appoint two2 of six6 members onto the Atria Board of Directors.

As of December 31, 2018,2021, we leased 1011 hospital campuses to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2018, 20172021, 2020 and 2016,2019, we recognized rental income from Ardent of $114.8$127.2 million, $110.8$122.6 million and $106.9$118.8 million, respectively, relating to the Ardent master lease.

OurWe hold a 9.8% ownership interest in Ardent, which entitles us to certaincustomary minority rights and minority protections, as well asincluding the right to appoint one1 of 1110 members onof the Ardent Board of Directors.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


ESL providesis expected to cease operation of its management business in 2022 following completion of the transition of 90 senior housing communities to other operators. We hold a 34% ownership interest in ESL, which entitles us to customary minority rights and protections, including the right to appoint 2 of 6 members to the ESL Board of Directors. ESL management owns the 66% controlling interest.

ESL provided comprehensive property management and accounting services with respect to our seniorssenior housing communities that ESL operates,operated, for which we paypaid annual management fees pursuant to a management agreement. For the yearyears ended December 31, 2018,2021, 2020 and 2019, we incurred fees to ESL of $12.9$11.8 million, $15.1 million and $14.6 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. In connection with the transition of the operations of 90 senior housing communities, in 2021 we paid ESL $24.0 million, which is recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December 31, 2020 and 2019, we incurred fees paid to ESL of $5.2 million and $8.2 million, respectively, which are primarily recorded within transaction expenses and deal costs in our Consolidated Statements of Income.

Our 34% ownership interest in ESL entitles us to customary rights and protections, including the right to appoint two of six members to the ESL Board of Directors.
113


These transactions are considered to be arm’s length in nature and on terms consistent with transactions with unaffiliated third parties.
VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 18—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summarized unaudited consolidated quarterly information for the years ended December 31, 2018 and 2017 is provided below:
 For the Year Ended December 31, 2018
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 (In thousands, except per share amounts)
Revenues$943,705
 $942,304
 $936,538
 $923,263
        
Income from continuing operations$80,108
 $169,300
 $103,281
 $63,302
Discontinued operations(10) 
 
 
Net income80,098
 169,300
 103,281
 63,302
Net income attributable to noncontrolling interests1,395
 2,781
 1,309
 1,029
Net income attributable to common stockholders          $78,703
 $166,519
 $101,972
 $62,273
Earnings per share: 
  
  
  
Basic: 
  
  
  
Income from continuing operations$0.22
 $0.48
 $0.29
 $0.18
Net income attributable to common stockholders0.22
 0.47
 0.29
 0.17
Diluted: 
  
  
  
Income from continuing operations$0.22
 $0.47
 $0.29
 $0.18
Net income attributable to common stockholders0.22
 0.46
 0.28
 0.17
        
Dividends declared per share$0.79
 $0.79
 $0.79
 $0.7925


 For the Year Ended December 31, 2017
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 (In thousands, except per share amounts)
Revenues$883,443
 $895,490
 $899,928
 $895,288
        
Income from continuing operations$199,201
 $152,991
 $615,210
 $393,820
Discontinued operations(53) (23) (19) (15)
Net income199,148
 152,968
 615,191
 393,805
Net income attributable to noncontrolling interests1,021
 1,137
 1,233
 1,251
  Net income attributable to common stockholders          $198,127
 $151,831
 $613,958
 $392,554
Earnings per share:       
Basic:       
Income from continuing operations$0.56
 $0.43
 $1.73
 $1.11
Net income attributable to common stockholders0.56
 0.43
 1.72
 1.10
Diluted:       
Income from continuing operations$0.56
 $0.43
 $1.71
 $1.10
Net income attributable to common stockholders0.55
 0.42
 1.71
 1.09
        
Dividends declared per share$0.775
 $0.775
 $0.775
 $0.79
NOTE 18 – SEGMENT INFORMATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 19—SEGMENT INFORMATION

As of December 31, 2018,2021, we operated through three3 reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we invest in and own seniorssenior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net”triple-net or “absolute-net”absolute-net leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniorssenior housing communities throughout the United States and Canada and engage independent operators, such as Atria Sunrise and ESL,Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three3 reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.


Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment NOI and related measures. We define segment NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with net income from continuing operationsattributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.

Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property specificnon-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.
114

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



Summary information by reportable business segment is as follows:follows (dollars in thousands):
For the Year Ended December 31, 2021
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
Revenues:     
Rental income$653,823 $— $794,297 $— $1,448,120 
Resident fees and services— 2,270,001 — — 2,270,001 
Office building and other services revenue— — 8,384 11,712 20,096 
Income from loans and investments— — — 74,981 74,981 
Interest and other income— — — 14,809 14,809 
Total revenues$653,823 $2,270,001 $802,681 $101,502 $3,828,007 
Total revenues$653,823 $2,270,001 $802,681 $101,502 $3,828,007 
Less:    
Interest and other income— — — 14,809 14,809 
Property-level operating expenses15,335 1,811,728 257,001 — 2,084,064 
Office building and other services costs— — 1,798 2,635 4,433 
Segment NOI$638,488 $458,273 $543,882 $84,058 1,724,701 
Interest and other income   14,809 
Interest expense    (440,089)
Depreciation and amortization    (1,197,403)
General, administrative and professional fees    (129,758)
Loss on extinguishment of debt, net    (59,299)
Transaction expenses and deal costs    (47,318)
Allowance on loans receivable and investments9,082 
Other    (37,110)
Income from unconsolidated entities4,983 
Gain on real estate dispositions218,788 
Income tax expense    (4,827)
Income from continuing operations    56,559 
Net income56,559 
Net income attributable to noncontrolling interests7,551 
Net income attributable to common stockholders$49,008 
115

 For the Year Ended December 31, 2018
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
 (In thousands)
Revenues:         
Rental income$737,796
 $
 $776,011
 $
 $1,513,807
Resident fees and services
 2,069,477
 
 
 2,069,477
Office building and other services revenue2,522
 
 7,592
 3,302
 13,416
Income from loans and investments
 
 
 124,218
 124,218
Interest and other income
 
 
 24,892
 24,892
Total revenues$740,318
 $2,069,477
 $783,603
 $152,412
 $3,745,810
          
Total revenues$740,318
 $2,069,477
 $783,603
 $152,412
 $3,745,810
Less:         
Interest and other income
 
 
 24,892
 24,892
Property-level operating expenses
 1,446,201
 243,679
 
 1,689,880
Office building services costs
 
 1,418
 
 1,418
Segment NOI740,318
 623,276
 538,506
 127,520
 2,029,620
(Loss) income from unconsolidated entities(47,901) (4,465) 477
 (3,145) (55,034)
Segment profit$692,417
 $618,811
 $538,983
 $124,375
 1,974,586
Interest and other income 
  
  
   24,892
Interest expense 
  
  
  
 (442,497)
Depreciation and amortization 
  
  
  
 (919,639)
General, administrative and professional fees 
  
  
  
 (151,982)
Loss on extinguishment of debt, net 
  
  
  
 (58,254)
Merger-related expenses and deal costs 
  
  
  
 (30,547)
Other 
  
  
  
 (66,768)
Gain on real estate dispositions        46,247
Income tax benefit 
  
  
  
 39,953
Income from continuing operations 
  
  
  
 $415,991
VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



For the Year Ended December 31, 2020
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
Revenues:     
Rental income$695,265 $— $799,627 $— $1,494,892 
Resident fees and services— 2,197,160 — — 2,197,160 
Office building and other services revenue— — 8,675 6,516 15,191 
Income from loans and investments— — — 80,505 80,505 
Interest and other income— — — 7,609 7,609 
Total revenues$695,265 $2,197,160 $808,302 $94,630 $3,795,357 
Total revenues$695,265 $2,197,160 $808,302 $94,630 $3,795,357 
Less:     
Interest and other income— — — 7,609 7,609 
Property-level operating expenses22,160 1,658,671 256,612 — 1,937,443 
Office building and other services costs— — 2,315 — 2,315 
Segment NOI$673,105 $538,489 $549,375 $87,021 1,847,990 
Interest and other income   7,609 
Interest expense    (469,541)
Depreciation and amortization    (1,109,763)
General, administrative and professional fees    (130,158)
Loss on extinguishment of debt, net    (10,791)
Transaction expenses and deal costs    (29,812)
Allowance on loans receivable and investments(24,238)
Other    (707)
Income from unconsolidated entities1,844 
Gain on real estate dispositions262,218 
Income tax benefit    96,534 
Income from continuing operations    441,185 
Net income441,185 
Net income attributable to noncontrolling interests2,036 
Net income attributable to common stockholders$439,149 
116

 For the Year Ended December 31, 2017
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
 (In thousands)
Revenues:         
Rental income$840,131
 $
 $753,467
 $
 $1,593,598
Resident fees and services
 1,843,232
 
 
 1,843,232
Office building and other services revenue4,580
 
 7,497
 1,600
 13,677
Income from loans and investments
 
 
 117,608
 117,608
Interest and other income
 
 
 6,034
 6,034
Total revenues$844,711
 $1,843,232
 $760,964
 $125,242
 $3,574,149
          
Total revenues$844,711
 $1,843,232
 $760,964
 $125,242
 $3,574,149
Less:         
Interest and other income
 
 
 6,034
 6,034
Property-level operating expenses
 1,250,065
 233,007
 
 1,483,072
Office building services costs
 
 3,391
 
 3,391
Segment NOI844,711
 593,167
 524,566
 119,208
 2,081,652
Income (loss) from unconsolidated entities845
 (61) 503
 (1,848) (561)
Segment profit$845,556
 $593,106
 $525,069
 $117,360
 2,081,091
Interest and other income 
  
  
   6,034
Interest expense 
  
  
  
 (448,196)
Depreciation and amortization 
  
  
  
 (887,948)
General, administrative and professional fees 
  
  
  
 (135,490)
Loss on extinguishment of debt, net 
  
  
  
 (754)
Merger-related expenses and deal costs 
  
  
  
 (10,535)
Other 
  
  
  
 (20,052)
Gain on real estate dispositions        717,273
Income tax benefit 
  
  
  
 59,799
Income from continuing operations 
  
  
  
 $1,361,222
VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 For the Year Ended December 31, 2016
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
Office
Operations
 
All
Other
 Total
 (In thousands)
Revenues:         
Rental income$845,834
 $
 $630,342
 $
 $1,476,176
Resident fees and services
 1,847,306
 
 
 1,847,306
Office building and other services revenue4,921
 
 13,029
 3,120
 21,070
Income from loans and investments
 
 
 98,094
 98,094
Interest and other income
 
 
 876
 876
Total revenues$850,755
 $1,847,306
 $643,371
 $102,090
 $3,443,522
          
Total revenues$850,755
 $1,847,306
 $643,371
 $102,090
 $3,443,522
Less:         
Interest and other income
 
 
 876
 876
Property-level operating expenses
 1,242,978
 191,784
 
 1,434,762
Office building services costs
 
 7,311
 
 7,311
Segment NOI850,755
 604,328
 444,276
 101,214
 2,000,573
Income from unconsolidated entities2,363
 1,265
 590
 140
 4,358
Segment profit$853,118
 $605,593
 $444,866
 $101,354
 2,004,931
Interest and other income 
  
  
   876
Interest expense 
  
  
  
 (419,740)
Depreciation and amortization 
  
  
  
 (898,924)
General, administrative and professional fees 
  
  
  
 (126,875)
Loss on extinguishment of debt, net        (2,779)
Merger-related expenses and deal costs 
  
  
  
 (24,635)
Other 
  
  
  
 (9,988)
Gain on real estate dispositions        98,203
Income tax benefit 
  
  
  
 31,343
Income from continuing operations 
  
  
  
 $652,412


For the Year Ended December 31, 2019
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
Revenues:     
Rental income$780,898 $— $828,978 $— $1,609,876 
Resident fees and services— 2,151,533 — — 2,151,533 
Office building and other services revenue— — 7,747 3,409 11,156 
Income from loans and investments— — — 89,201 89,201 
Interest and other income— — — 10,984 10,984 
Total revenues$780,898 $2,151,533 $836,725 $103,594 $3,872,750 
Total revenues$780,898 $2,151,533 $836,725 $103,594 $3,872,750 
Less:     
Interest and other income— — — 10,984 10,984 
Property-level operating expenses26,561 1,521,398 260,249 — 1,808,208 
Office building and other services costs— — 2,319 — 2,319 
Segment NOI$754,337 $630,135 $574,157 $92,610 2,051,239 
Interest and other income   10,984 
Interest expense    (451,662)
Depreciation and amortization    (1,045,620)
General, administrative and professional fees    (158,726)
Loss on extinguishment of debt, net(41,900)
Transaction expenses and deal costs    (15,235)
Other    10,339 
Loss from unconsolidated entities(2,454)
Gain on real estate dispositions26,022 
Income tax benefit    56,310 
Income from continuing operations    439,297 
Net income439,297 
Net income attributable to noncontrolling interests6,281 
Net income attributable to common stockholders$433,016 
Assets by reportable business segment are as follows:follows (dollars in thousands):
As of December 31,
2018 2017
(Dollars in thousands) As of December 31,
Assets:       Assets:20212020
Triple-net leased properties$6,795,142
 30.1% $7,778,064
 32.4%Triple-net leased properties$4,578,534 18.5 %$5,147,503 21.6 %
Senior living operations8,156,187
 36.1
 7,654,609
 32.0
Senior living operations12,811,611 51.8 10,653,428 44.5 
Office operations6,772,957
 30.0
 6,897,696
 28.8
Office operations6,341,888 25.7 6,709,602 28.0 
All other assets860,269
 3.8
 1,624,172
 6.8
All other assets985,753 4.0 1,418,871 5.9 
Total assets$22,584,555
 100.0% $23,954,541
 100.0%Total assets$24,717,786 100.0 %$23,929,404 100.0 %

117

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



Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows:follows (dollars in thousands):
For the Years Ended December 31,
2018 2017 2016
(In thousands) For the Years Ended December 31,
Capital expenditures:      Capital expenditures:202120202019
Triple-net leased properties$58,744
 $254,542
 $74,192
Triple-net leased properties$92,924 $42,930 $55,429 
Senior living operations337,750
 261,900
 105,614
Senior living operations1,463,551 191,891 944,214 
Office operations332,147
 579,885
 1,487,787
Office operations245,546 372,475 519,129 
Total capital expenditures$728,641
 $1,096,327
 $1,667,593
Total capital expenditures$1,802,021 $607,296 $1,518,772 


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:
 For the Years Ended December 31,
 2018 2017 2016
 (In thousands)
Revenues:     
United States$3,524,875
 $3,361,682
 $3,242,353
Canada192,350
 186,049
 174,831
United Kingdom28,585
 26,418
 26,338
Total revenues$3,745,810
 $3,574,149
 $3,443,522
follows (dollars in thousands):
For the Years Ended December 31,
As of December 31,
2018 2017
(In thousands)
Net real estate property:   
Revenues: Revenues:202120202019
United States$18,861,163
 $19,253,724
United States$3,363,197 $3,381,357 $3,578,341 
Canada963,588
 1,070,903
Canada434,862 389,205 266,946 
United Kingdom268,906
 297,827
United Kingdom29,948 24,795 27,463 
Total net real estate property$20,093,657
 $20,622,454
Total revenuesTotal revenues$3,828,007 $3,795,357 $3,872,750 


 As of December 31,
 Net real estate property:20212020
United States$18,562,738 $17,303,816 
Canada3,007,008 2,983,924 
United Kingdom247,092 262,295 
Total net real estate property$21,816,838 $20,550,035 
NOTE 20—CONDENSED CONSOLIDATING 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, including the senior notes that were jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a direct 100% owned subsidiary of Ventas Realty that has no assets or operations, but was formed in 2002 solely to facilitate offerings of senior notes by a limited partnership. None of our other subsidiaries (such subsidiaries, excluding Ventas Realty and Ventas Capital Corporation, the “Ventas Subsidiaries”) is obligated with respect to Ventas Realty’s outstanding senior notes. Certain of Ventas Realty’s outstanding senior notes reflected in our condensed consolidating information were issued jointly with Ventas Capital Corporation.
Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Canada. 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 NHP acquisition, our 100% owned subsidiary, 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.
Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following summarizes our condensed consolidating information as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017, and 2016:

CONDENSED CONSOLIDATING BALANCE SHEET
 As of December 31, 2018
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Assets         
Net real estate investments$3,598
 $112,691
 $20,521,615
 $
 $20,637,904
Cash and cash equivalents6,470
 
 65,807
 
 72,277
Escrow deposits and restricted cash4,211
 128
 54,848
 
 59,187
Investment in and advances to affiliates15,656,592
 2,726,198
 
 (18,382,790) 
Goodwill
 
 1,050,548
 
 1,050,548
Assets held for sale
 
 5,454
 
 5,454
Other assets45,989
 4,443
 708,753
 
 759,185
Total assets$15,716,860
 $2,843,460
 $22,407,025
 $(18,382,790) $22,584,555
Liabilities and equity         
Liabilities:         
Senior notes payable and other debt$
 $8,620,867
 $2,112,832
 $
 $10,733,699
Intercompany loans8,580,896
 (5,629,764) (2,951,132) 
 
Accrued interest(9,953) 85,717
 23,903
 
 99,667
Accounts payable and other liabilities319,754
 19,178
 747,098
 
 1,086,030
Liabilities related to assets held for sale
 
 205
 
 205
Deferred income taxes608
 
 204,611
 
 205,219
Total liabilities8,891,305
 3,095,998
 137,517
 
 12,124,820
Redeemable OP Unitholder and noncontrolling interests13,746
 
 174,395
 
 188,141
Total equity6,811,809
 (252,538) 22,095,113
 (18,382,790) 10,271,594
Total liabilities and equity$15,716,860
 $2,843,460
 $22,407,025
 $(18,382,790) $22,584,555



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING BALANCE SHEET
 As of December 31, 2017
 Ventas, Inc. 
Ventas
Realty
 Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Assets         
Net real estate investments$1,844
 $119,508
 $21,971,100
 $
 $22,092,452
Cash and cash equivalents7,129
 
 74,226
 
 81,355
Escrow deposits and restricted cash39,816
 128
 66,954
 
 106,898
Investment in and advances to affiliates14,790,537
 2,916,060
 
 (17,706,597) 
Goodwill
 
 1,034,644
 
 1,034,644
Assets held for sale
 
 65,413
 
 65,413
Other assets55,936
 9,458
 508,385
 
 573,779
Total assets$14,895,262
 $3,045,154
 $23,720,722
 $(17,706,597) $23,954,541
Liabilities and equity         
Liabilities:         
Senior notes payable and other debt$
 $8,895,641
 $2,380,421
 $
 $11,276,062
Intercompany loans7,838,898
 (7,127,547) (711,351) 
 
Accrued interest(6,410) 77,691
 22,677
 
 93,958
Accounts payable and other liabilities377,536
 24,635
 781,318
 
 1,183,489
Liabilities related to assets held for sale
 
 60,265
 
 60,265
Deferred income taxes608
 
 249,484
 
 250,092
Total liabilities8,210,632
 1,870,420
 2,782,814
 
 12,863,866
Redeemable OP Unitholder and noncontrolling interests12,237
 
 146,253
 
 158,490
Total equity6,672,393
 1,174,734
 20,791,655
 (17,706,597) 10,932,185
Total liabilities and equity$14,895,262
 $3,045,154
 $23,720,722
 $(17,706,597) $23,954,541












NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)118


CONDENSED CONSOLIDATING STATEMENT OF INCOME


 For the Year Ended December 31, 2018
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Revenues         
Rental income$1,407
 $139,043
 $1,373,357
 $
 $1,513,807
Resident fees and services
 
 2,069,477
 
 2,069,477
Office building and other services revenues
 
 13,416
 
 13,416
Income from loans and investments1,640
 
 122,578
 
 124,218
Equity earnings in affiliates308,764
 
 (2,696) (306,068) 
Interest and other income23,802
 19
 1,071
 
 24,892
Total revenues335,613
 139,062
 3,577,203
 (306,068) 3,745,810
Expenses         
Interest(98,411) 327,898
 213,010
 
 442,497
Depreciation and amortization5,425
 5,680
 908,534
 
 919,639
Property-level operating expenses
 283
 1,689,597
 
 1,689,880
Office building services costs
 
 1,418
 
 1,418
General, administrative and professional fees(2,866) 18,845
 136,003
 
 151,982
Loss on extinguishment of debt, net355
 55,910
 1,989
 
 58,254
Merger-related expenses and deal costs25,880
 
 4,667
 
 30,547
Other4,881
 3
 61,884
 
 66,768
Total expenses(64,736) 408,619
 3,017,102
 
 3,360,985
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests400,349
 (269,557) 560,101
 (306,068) 384,825
Loss from unconsolidated entities
 
 (55,034) 
 (55,034)
Gain on real estate dispositions6,653
 
 39,594
 
 46,247
Income tax benefit2,475
 
 37,478
 
 39,953
Income (loss) from continuing operations409,477
 (269,557) 582,139
 (306,068) 415,991
Discontinued operations(10) 
 
 
 (10)
Net income (loss)409,467
 (269,557) 582,139
 (306,068) 415,981
Net income attributable to noncontrolling interests
 
 6,514
 
 6,514
Net income (loss) attributable to common stockholders$409,467
 $(269,557) $575,625
 $(306,068) $409,467


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2017
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Revenues         
Rental income$2,383
 $178,165
 $1,413,050
 $
 $1,593,598
Resident fees and services
 
 1,843,232
 
 1,843,232
Office building and other services revenues
 
 13,677
 
 13,677
Income from loans and investments1,236
 
 116,372
 
 117,608
Equity earnings in affiliates1,260,665
 
 5,086
 (1,265,751) 
Interest and other income5,388
 
 646
 
 6,034
Total revenues1,269,672
 178,165
 3,392,063
 (1,265,751) 3,574,149
Expenses         
Interest(101,385) 319,632
 229,949
 
 448,196
Depreciation and amortization5,483
 7,510
 874,955
 
 887,948
Property-level operating expenses
 330
 1,482,742
 
 1,483,072
Office building services costs
 
 3,391
 
 3,391
General, administrative and professional fees2,040
 16,976
 116,474
 
 135,490
Loss (gain) on extinguishment of debt, net
 942
 (188) 
 754
Merger-related expenses and deal costs9,796
 
 739
 
 10,535
Other2,247
 1
 17,804
 
 20,052
Total expenses(81,819) 345,391
 2,725,866
 
 2,989,438
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests1,351,491
 (167,226) 666,197
 (1,265,751) 584,711
Loss from unconsolidated entities
 
 (561) 
 (561)
Gain on real estate dispositions
 675,808
 41,465
 
 717,273
Income tax benefit5,089
 
 54,710
 
 59,799
Income from continuing operations1,356,580
 508,582
 761,811
 (1,265,751) 1,361,222
Discontinued operations(110) 
 
 
 (110)
Net income1,356,470
 508,582
 761,811
 (1,265,751) 1,361,112
Net income attributable to noncontrolling interests
 
 4,642
 
 4,642
Net income attributable to common stockholders$1,356,470
 $508,582
 $757,169
 $(1,265,751) $1,356,470


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF INCOME
 For the Year Ended December 31, 2016
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Revenues         
Rental income$2,670
 $196,991
 $1,276,515
 $
 $1,476,176
Resident fees and services
 
 1,847,306
 
 1,847,306
Office building and other services revenues1,605
 
 19,465
 
 21,070
Income from loans and investments341
 
 97,753
 
 98,094
Equity earnings in affiliates626,644
 
 (603) (626,041) 
Interest and other income665
 
 211
 
 876
Total revenues631,925
 196,991
 3,240,647
 (626,041) 3,443,522
Expenses         
Interest(46,820) 281,458
 185,102
 
 419,740
Depreciation and amortization8,968
 18,297
 871,659
 
 898,924
Property-level operating expenses
 317
 1,434,445
 
 1,434,762
Office building services costs
 
 7,311
 
 7,311
General, administrative and professional fees498
 18,320
 108,057
 
 126,875
Loss on extinguishment of debt, net58
 2,711
 10
 
 2,779
Merger-related expenses and deal costs23,067
 
 1,568
 
 24,635
Other(705) 41
 10,652
 
 9,988
Total expenses(14,934) 321,144
 2,618,804
 
 2,925,014
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests646,859
 (124,153) 621,843
 (626,041) 518,508
Income from unconsolidated entities
 
 4,358
 
 4,358
Gain on real estate dispositions299
 63,821
 34,083
 
 98,203
Income tax benefit2,994
 
 28,349
 
 31,343
Income (loss) from continuing operations650,152
 (60,332) 688,633
 (626,041) 652,412
Discontinued operations(921)


(1) 
 (922)
Net income (loss)649,231
 (60,332) 688,632
 (626,041) 651,490
Net income attributable to noncontrolling interests
 
 2,259
 
 2,259
Net income (loss) attributable to common stockholders$649,231
 $(60,332) $686,373
 $(626,041) $649,231



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
 For the Year Ended December 31, 2018
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net income (loss)$409,467
 $(269,557) $582,139
 $(306,068) $415,981
Other comprehensive income:         
Foreign currency translation
 
 (9,436) 
 (9,436)
Unrealized gain on government-sponsored pooled loan investments
 
 14,944
 
 14,944
Derivative instruments
 
 10,030
 
 10,030
Total other comprehensive income
 
 15,538
 
 15,538
Comprehensive income (loss)409,467
 (269,557) 597,677
 (306,068) 431,519
Comprehensive income attributable to noncontrolling interests
 
 6,514
 
 6,514
Comprehensive income (loss) attributable to common stockholders$409,467
 $(269,557) $591,163
 $(306,068) $425,005
 For the Year Ended December 31, 2017
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net income$1,356,470
 $508,582
 $761,811
 $(1,265,751) $1,361,112
Other comprehensive income:         
Foreign currency translation
 
 20,612
 
 20,612
Unrealized loss on government-sponsored pooled loan investments
 
 (437) 
 (437)
Derivative instruments
 
 2,239
 
 2,239
Total other comprehensive income
 
 22,414
 
 22,414
Comprehensive income1,356,470
 508,582
 784,225
 (1,265,751) 1,383,526
Comprehensive income attributable to noncontrolling interests
 
 4,642
 
 4,642
Comprehensive income attributable to common stockholders$1,356,470
 $508,582
 $779,583
 $(1,265,751) $1,378,884
 For the Year Ended December 31, 2016
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net income (loss)$649,231
 $(60,332) $688,632
 $(626,041) $651,490
Other comprehensive loss:         
Foreign currency translation
 
 (52,266) 
 (52,266)
Unrealized loss on government-sponsored pooled loan investments


 
 (310) 
 (310)
Derivative instruments
 
 2,607
 
 2,607
Total other comprehensive loss
 
 (49,969) 
 (49,969)
Comprehensive income (loss)649,231
 (60,332) 638,663
 (626,041) 601,521
Comprehensive income attributable to noncontrolling interests
 
 2,259
 
 2,259
Comprehensive income (loss) attributable to common stockholders$649,231
 $(60,332) $636,404
 $(626,041) $599,262



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2018
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$45,334
 $(194,283) $1,530,416
 $
 $1,381,467
Cash flows from investing activities:         
Net investment in real estate property(265,907) 
 
 
 (265,907)
Investment in loans receivable and other(4,307) 
 (225,227) 
 (229,534)
Proceeds from real estate disposals353,792
 
 
 
 353,792
Proceeds from loans receivable1,490
 
 910,050
 
 911,540
Development project expenditures
 
 (330,876) 
 (330,876)
Capital expenditures
 (1,199) (130,659) 
 (131,858)
Distributions from unconsolidated entities
 
 57,455
 
 57,455
Investment in unconsolidated entities
 
 (47,007) 
 (47,007)
   Insurance proceeds for property damage claims


 


 6,891
 
 6,891
Net cash provided by (used in) investing activities85,068
 (1,199) 240,627
 
 324,496
Cash flows from financing activities:         
Net change in borrowings under revolving credit facilities
 326,620
 (5,157) 
 321,463
Proceeds from debt
 2,309,141
 240,332
 
 2,549,473
Repayment of debt
 (2,954,654) (510,925) 
 (3,465,579)
Purchase of noncontrolling interests(8,271) 
 3,547
 
 (4,724)
Net change in intercompany debt1,468,811
 530,236
 (1,999,047) 
 
Payment of deferred financing costs
 (15,861) (4,751) 
 (20,612)
Cash distribution (to) from affiliates(490,214) 
 490,214
 
 
Cash distribution to common stockholders(1,127,143) 
 
 
 (1,127,143)
Cash distribution to redeemable OP Unitholders
 
 (7,459) 
 (7,459)
Purchases of redeemable OP Units
 
 (1,370) 
 (1,370)
Contributions from noncontrolling interests
 
 1,883
 
 1,883
Distributions to noncontrolling interests
 
 (11,574) 
 (11,574)
Other3,705
 
 
 
 3,705
Net cash (used in) provided by financing activities(153,112) 195,482
 (1,804,307) 
 (1,761,937)
Net decrease in cash, cash equivalents and restricted cash(22,710) 
 (33,264) 
 (55,974)
Effect of foreign currency translation(13,554) 
 12,739
 
 (815)
Cash, cash equivalents and restricted cash at beginning of period46,945
 128
 141,180
 
 188,253
Cash, cash equivalents and restricted cash at end of period$10,681
 $128
 $120,655
 $
 $131,464









NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2017
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$149,923
 $(143,960) $1,422,789
 $
 $1,428,752
Cash flows from investing activities:         
  Net investment in real estate property(635,352) 
 (29,332) 
 (664,684)
  Investment in loans receivable and other(4,633) 
 (743,486) 
 (748,119)
  Proceeds from real estate disposals859,587
 
 287
 
 859,874
  Proceeds from loans receivable47
 
 101,050
 
 101,097
  Development project expenditures
 
 (299,085) 
 (299,085)
  Capital expenditures
 (726) (131,832) 
 (132,558)
  Distributions from unconsolidated entities
 
 6,169
 
 6,169
  Investment in unconsolidated entities
 
 (61,220) 
 (61,220)
  Insurance proceeds for property damage claims
 
 1,419
 
 1,419
Net cash provided by (used in) investing activities219,649
 (726) (1,156,030) 
 (937,107)
Cash flows from financing activities:         
Net change in borrowings under unsecured revolving credit facility
 478,868
 (94,085) 
 384,783
Proceeds from debt
 793,904
 317,745
 
 1,111,649
Repayment of debt
 (778,606) (590,478) 
 (1,369,084)
Net change in intercompany debt1,003,315
 (917,917) (85,398) 
 
Purchase of noncontrolling interests(15,809) 
 
 
 (15,809)
Payment of deferred financing costs
 (20,450) (6,847) 
 (27,297)
Issuance of common stock, net73,596
 
 
 
 73,596
Cash distribution (to) from affiliates(803,257) 587,511
 215,746
 
 
Cash distribution to common stockholders(827,285) 
 
 
 (827,285)
Cash distribution to redeemable OP Unitholders
 
 (5,677) 
 (5,677)
Contributions from noncontrolling interests
 
 4,402
 
 4,402
Distributions to noncontrolling interests
 
 (11,187) 
 (11,187)
Other10,582
 
 
 
 10,582
Net cash (used in) provided by financing activities(558,858) 143,310
 (255,779) 
 (671,327)
Net (decrease) increase in cash, cash equivalents and restricted cash(189,286) (1,376) 10,980
 
 (179,682)
Effect of foreign currency translation28,442
 
 (27,861) 
 581
Cash, cash equivalents and restricted cash at beginning of period207,789
 1,504
 158,061
 
 367,354
Cash, cash equivalents and restricted cash at end of period$46,945
 $128
 $141,180
 $
 $188,253
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the Year Ended December 31, 2016
 Ventas, Inc. Ventas Realty Ventas Subsidiaries 
Consolidated
Elimination
 Consolidated
 (In thousands)
Net cash provided by (used in) operating activities$68,567
 $(93,005) $1,379,140
 $
 $1,354,702
Cash flows from investing activities:         
Net investment in real estate property(1,455,184) 
 41,589
 
 (1,413,595)
Investment in loans receivable and other
 
 (158,635) 
 (158,635)
Proceeds from real estate disposals257,441
 
 43,120
 
 300,561
Proceeds from loans receivable
 
 320,082
 
 320,082
Development project expenditures
 
 (143,647) 
 (143,647)
Capital expenditures
 (314) (117,142) 
 (117,456)
Investment in unconsolidated entities
 
 (6,436) 
 (6,436)
   Insurance proceeds for property damage claims
 
 4,846
 
 4,846
Net cash used in investing activities(1,197,743) (314) (16,223) 
 (1,214,280)
Cash flows from financing activities:         
Net change in borrowings under unsecured revolving credit facility
 (171,000) 135,363
 
 (35,637)
Proceeds from debt
 846,521
 46,697
 
 893,218
Repayment of debt
 (651,820) (370,293) 
 (1,022,113)
Net change in intercompany debt990,969
 84,627
 (1,075,596) 
 
Purchase of noncontrolling interests
 
 (2,846) 
 (2,846)
Payment of deferred financing costs
 (5,787) (768) 
 (6,555)
Issuance of common stock, net1,286,680
 
 
 
 1,286,680
Cash distribution from (to) affiliates107,289
 (9,362) (97,927) 
 
Cash distribution to common stockholders(1,024,968) 
 
 
 (1,024,968)
Cash distribution to redeemable OP Unitholders


 (8,640) 
 (8,640)
Purchases of redeemable OP and Class C Units
 
 
 
 
Contributions from noncontrolling interests
 
 7,326
 
 7,326
Distributions to noncontrolling interests
 
 (6,879) 
 (6,879)
Other17,252
 
 
 
 17,252
Net cash provided by (used in) financing activities1,377,222
 93,179
 (1,373,563) 
 96,838
Net increase (decrease) in cash, cash equivalents and restricted cash248,046
 (140) (10,646) 
 237,260
Effect of foreign currency translation(56,389) 
 55,564
 
 (825)
Cash, cash equivalents and restricted cash at beginning of period16,132
 1,644
 113,143
 
 130,919
Cash, cash equivalents and restricted cash at end of period$207,789
 $1,504
 $158,061
 $
 $367,354


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



VENTAS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS

Allowance Accounts   Additions Deductions  
  
(In thousands)

Year Ended December 31, Balance at Beginning of Year Charged to Earnings Acquired Properties Uncollectible Accounts Written-off Disposed Properties Balance at End of Year
             
2018            
Allowance for doubtful accounts $15,164
 10,708
 3,515
 (7,533) (9) $21,845
Straight-line rent receivable allowance (1)
 $117,764
 (71,543) 
 
 (1,576) $44,645
  $132,928
 (60,835) 3,515
 (7,533) (1,585) $66,490
             
2017            
Allowance for doubtful accounts $11,637
 7,207
 
 (3,237) (443) $15,164
Straight-line rent receivable allowance $109,836
 8,540
 
 
 (612) $117,764
  $121,473
 15,747
 
 (3,237) (1,055) $132,928
             
2016            
Allowance for doubtful accounts $13,545
 3,773
 
 (5,790) 109
 $11,637
Straight-line rent receivable allowance $101,417
 9,682
 
 
 (1,263) $109,836
  $114,962
 13,455
 
 (5,790) (1,154) $121,473

(1)
Amounts charged to earnings primarily relate to termination of lease arrangements with Elmcroft in January 2018.



VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Dollars in thousands)

 For the Years Ended December 31,
 202120202019
Reconciliation of real estate:   
Carrying cost:   
Balance at beginning of period$26,850,442 $27,133,514 $24,973,983 
Additions during period:
Acquisitions2,413,570 249,290 1,941,018 
Capital expenditures423,752 485,479 575,624 
Deductions during period:
Foreign currency translation17,030 80,302 107,508 
Other (1)
(1,224,924)(1,098,143)(464,619)
Balance at end of period$28,479,870 $26,850,442 $27,133,514 
Accumulated depreciation:   
Balance at beginning of period$6,967,413 $6,200,230 $5,492,310 
Additions during period:
Depreciation expense865,627 809,067 811,936 
Dispositions:
Sales and/or transfers to assets held for sale(401,208)(82,559)(116,771)
Foreign currency translation1,648 40,675 12,755 
Balance at end of period$7,433,480 $6,967,413 $6,200,230 

(1)Other may include sales, transfers to assets held for sale and impairments.
119
 For the Years Ended December 31,
 2018 2017 2016
 (In thousands)
Reconciliation of real estate:     
Carrying cost:     
Balance at beginning of period$24,712,478
 $23,859,816
 $22,500,638
Additions during period:     
Acquisitions318,895
 702,501
 1,380,044
Capital expenditures446,490
 453,829
 271,288
Deductions during period:     
Foreign currency translation(105,192) 93,490
 (6,252)
Other(1)
(398,688) (397,158) (285,902)
Balance at end of period$24,973,983
 $24,712,478
 $23,859,816
      
Accumulated depreciation:     
Balance at beginning of period$4,802,917
 $4,208,010
 $3,562,139
Additions during period:     
Depreciation expense791,882
 760,314
 732,309
Dispositions:     
Sales and/or transfers to assets held for sale(84,819) (176,918) (87,431)
Foreign currency translation(17,670) 11,511
 993
Balance at end of period$5,492,310
 $4,802,917
 $4,208,010


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

VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 20182021
(Dollars in thousands)thousands)

 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
IRFS AND LTACS     
  
  
  
  
 
  
   
Rehabilitation Hospital of Southern ArizonaTucsonAZ$
$770
$25,589
$
$770
$25,589
$26,359
$5,654
$20,705
1992201135 years
Kindred Hospital - BreaBreaCA
3,144
2,611

3,144
2,611
5,755
1,536
4,219
1990199540 years
Kindred Hospital - OntarioOntarioCA
523
2,988

523
2,988
3,511
3,172
339
1950199425 years
Kindred Hospital - San DiegoSan DiegoCA
670
11,764

670
11,764
12,434
11,914
520
1965199425 years
Kindred Hospital - San Francisco Bay AreaSan LeandroCA
2,735
5,870

2,735
5,870
8,605
6,164
2,441
1962199325 years
Tustin Rehabilitation HospitalTustinCA
2,810
25,248

2,810
25,248
28,058
5,686
22,372
1991201135 years
Kindred Hospital - WestminsterWestminsterCA
727
7,384

727
7,384
8,111
7,562
549
1973199320 years
Kindred Hospital - DenverDenverCO
896
6,367

896
6,367
7,263
6,712
551
1963199420 years
Kindred Hospital - South Florida - Coral GablesCoral GablesFL
1,071
5,348
(1,000)71
5,348
5,419
5,102
317
1956199230 years
Kindred Hospital - South Florida Ft. LauderdaleFort LauderdaleFL
1,758
14,080

1,758
14,080
15,838
14,119
1,719
1969198930 years
Kindred Hospital - North FloridaGreen Cove SpringsFL
145
4,613

145
4,613
4,758
4,683
75
1956199420 years
Kindred Hospital - South Florida - HollywoodHollywoodFL
605
5,229

605
5,229
5,834
5,234
600
1937199520 years
Kindred Hospital - Bay Area St. PetersburgSt. PetersburgFL
1,401
16,706

1,401
16,706
18,107
14,919
3,188
1968199740 years
Kindred Hospital - Central TampaTampaFL
2,732
7,676

2,732
7,676
10,408
5,471
4,937
1970199340 years
Kindred Hospital - Chicago (North Campus)ChicagoIL
1,583
19,980

1,583
19,980
21,563
19,857
1,706
1949199525 years
Kindred - Chicago - LakeshoreChicagoIL
1,513
9,525

1,513
9,525
11,038
9,477
1,561
1995197620 years
Kindred Hospital - Chicago (Northlake Campus)NorthlakeIL
850
6,498

850
6,498
7,348
6,375
973
1960199130 years
Kindred Hospital - SycamoreSycamoreIL
77
8,549

77
8,549
8,626
8,350
276
1949199320 years
Kindred Hospital - IndianapolisIndianapolisIN
985
3,801

985
3,801
4,786
3,670
1,116
1955199330 years
Kindred Hospital - LouisvilleLouisvilleKY
3,041
12,279

3,041
12,279
15,320
12,560
2,760
1964199520 years
Kindred Hospital - St. LouisSt. LouisMO
1,126
2,087

1,126
2,087
3,213
1,984
1,229
1984199140 years
Kindred Hospital - Las Vegas (Sahara)Las VegasNV
1,110
2,177

1,110
2,177
3,287
1,496
1,791
1980199440 years
Lovelace Rehabilitation HospitalAlbuquerqueNM
401
17,186
1,689
401
18,875
19,276
1,990
17,286
1989201536 years
Kindred Hospital - AlbuquerqueAlbuquerqueNM
11
4,253

11
4,253
4,264
3,043
1,221
1985199340 years
Kindred Hospital - GreensboroGreensboroNC
1,010
7,586

1,010
7,586
8,596
7,722
874
1964199420 years


  Initial Cost to CompanyGross Amount Carried
at Close of Period
   
DescriptionCountEncumbrancesLand and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
TotalAccumulated
Depreciation
NBVYear of
Construction
Year
Acquired
Life on which
Depreciation
In income Statement is  Computed
UNITED STATES PROPERTIES
Senior Housing 
Atria Senior Living134 $243,330 $454,983 $3,891,742 $571,695 $479,650 $4,438,770 $4,918,420 $1,445,165 $3,473,255 1835 - 20132007 - 202119 - 52 years
Brookdale Senior Living128 48,040 190,736 2,018,166 135,697 190,786 2,153,813 2,344,599 886,010 1,458,589 1915 - 20122004 - 202035 - 35 years
Holiday Retirement91 284,894 186,176 1,869,082 (734)186,528 1,867,996 2,054,524 193,361 1,861,163 1978 - 20092013 - 202113 - 54 years
Sunrise Senior Living80 — 198,915 2,113,355 209,680 210,789 2,311,161 2,521,950 1,002,870 1,519,080 1987 - 20092007 - 201235 - 35 years
Sinceri Senior Living36 — 59,551 597,082 28,117 58,139 626,611 684,750 222,131 462,619 1974 - 20052006 - 201535 - 35 years
Discovery Senior Living19 — 21,906 251,919 13,347 22,213 264,959 287,172 87,695 199,477 1984 - 20052006 - 201435 - 35 years
Koelsch Senior Communities19 75,179 27,721 292,414 13,578 28,424 305,289 333,713 55,138 278,575 1972 - 20172011 - 201735 - 35 years
Priority Life Care Properties19 — 13,296 147,310 14,854 13,594 161,866 175,460 57,014 118,446 1986 - 20082006 - 201935 - 35 years
Sodalis Senior Living18 — 21,451 208,224 (7,052)21,613 201,010 222,623 76,312 146,311 1996 - 20072006 - 201535 - 35 years
Eclipse Senior Living14 — 15,697 205,506 10,649 15,940 215,912 231,852 82,504 149,348 1964 - 20002006 - 201435 - 35 years
Matthews Senior Living14 — 11,470 25,011 (15,253)8,906 12,322 21,228 9,516 11,712 1985 - 20072011 - 201135 - 35 years
Avamere Family of Companies13 — 24,248 151,017 10,151 24,494 160,922 185,416 48,942 136,474 1972 - 20122011 - 201535 - 35 years
Azura Memory Care13 — 6,361 53,002 10,850 7,200 63,013 70,213 18,470 51,743 1990 - 20192011 - 201935 - 35 years
Milestone Retirement Communities13 — 19,769 197,527 2,434 19,769 199,961 219,730 50,706 169,024 1965 - 20112011 - 201435 - 35 years
Hawthorn Senior Living10 58,406 35,668 220,099 — 35,668 220,099 255,767 2,601 253,166 1998 - 20082021 - 202127 - 50 years
Meridian Senior Living10 — 17,977 77,599 1,416 17,977 79,015 96,992 25,575 71,417 1972 - 20122011 - 201535 - 35 years
Sonida Senior Living10 — 14,080 118,512 21,910 14,735 139,767 154,502 53,137 101,365 1977 - 19982005 - 201235 - 35 years
Other Senior Housing Operators77 85,131 115,316 1,038,608 41,486 114,078 1,081,332 1,195,410 293,406 902,004 1964 - 20102004 - 20218 - 39 years
Other Senior Housing CIP— 2,983 150 — 2,983 150 3,133 — 3,133 CIPCIPCIP
Total Senior Housing720 794,980 1,438,304 13,476,325 1,062,825 1,473,486 14,503,968 15,977,454 4,610,553 11,366,901 
Medical Office
Lillibridge207 38,872 153,578 2,047,079 438,907 152,144 2,487,420 2,639,564 914,439 1,725,125 1960 - 20162004 - 20214 - 39 years
PMB RES38 235,418 73,863 972,701 103,220 75,134 1,074,650 1,149,784 316,853 832,931 1972 - 20192011 - 201919 - 35 years
Other MOBs65 1,089 113,350 847,812 45,326 110,122 896,366 1,006,488 261,021 745,467 1984 - 20142004 - 201825 - 35 years
Other MOBs CIP— — — — — — — — — CIPCIPCIP
Total Medical Office311 275,379 340,791 3,867,592 587,453 337,400 4,458,436 4,795,836 1,492,313 3,303,523 
Life Science, Research & Innovation
Wexford31 206,799 85,744 1,541,924 125,731 85,705 1,667,694 1,753,399 247,370 1,506,029 1923 - 20192016 - 201915 - 60 years
Other Life Science— 1,194 76,515 — 1,194 76,515 77,709 4,655 73,054 2010 - 20162020 - 202035 - 35 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
University Hospitals Rehabilitation HospitalBeachwoodOH
1,800
16,444

1,800
16,444
18,244
2,706
15,538
2013201335 years
Kindred Hospital - PhiladelphiaPhiladelphiaPA
135
5,223

135
5,223
5,358
3,660
1,698
1960199535 years
Kindred Hospital - ChattanoogaChattanoogaTN
756
4,415

756
4,415
5,171
4,232
939
1975199322 years
Ardent Harrington Cancer CenterAmarilloTX
974
975

974
975
1,949

1,949
CIPCIPCIP
Rehabilitation Hospital of DallasDallasTX
2,318
38,702

2,318
38,702
41,020
4,822
36,198
2009201535 years
Baylor Institute for Rehabilition - Ft. Worth TXFort WorthTX
2,071
16,018

2,071
16,018
18,089
2,166
15,923
2008201535 years
Kindred Hospital - Tarrant County (Fort Worth Southwest)Fort WorthTX
2,342
7,458

2,342
7,458
9,800
7,506
2,294
1987198620 years
Rehabilitation Hospital The VintageHoustonTX
1,838
34,832

1,838
34,832
36,670
4,552
32,118
2012201535 years
Kindred Hospital (Houston Northwest)HoustonTX
1,699
6,788

1,699
6,788
8,487
5,929
2,558
1986198540 years
Kindred Hospital - HoustonHoustonTX
33
7,062

33
7,062
7,095
6,697
398
1972199420 years
Kindred Hospital - MansfieldMansfieldTX
267
2,462

267
2,462
2,729
2,071
658
1983199040 years
Select Rehabilitation - San Antonio TXSan AntonioTX
1,859
18,301

1,859
18,301
20,160
2,427
17,733
2010201535 years
Kindred Hospital - San AntonioSan AntonioTX
249
11,413

249
11,413
11,662
9,885
1,777
1981199330 years
TOTAL FOR IRFS AND LTACS  
48,035
405,487
689
47,035
407,176
454,211
231,105
223,106
   
SKILLED NURSING FACILITIES  

  
  
  
  
  
   
    
Englewood Post Acute and RehabilitationEnglewoodCO
241
2,180
194
241
2,374
2,615
2,100
515
1960199530 years
Brookdale Lisle SNFLisleIL
730
9,270

730
9,270
10,000
3,108
6,892
1990200935 years
Lopatcong CenterPhillipsburgNJ
1,490
12,336

1,490
12,336
13,826
6,423
7,403
1982200430 years
Marietta Convalescent CenterMariettaOH
158
3,266
75
158
3,341
3,499
3,332
167
1972199325 years
The BelvedereChesterPA
822
7,203

822
7,203
8,025
3,741
4,284
1899200430 years
Pennsburg ManorPennsburgPA
1,091
7,871

1,091
7,871
8,962
4,136
4,826
1982200430 years
Chapel ManorPhiladelphiaPA
1,595
13,982
1,358
1,595
15,340
16,935
8,421
8,514
1948200430 years
Wayne CenterStraffordPA
662
6,872
850
662
7,722
8,384
4,395
3,989
1897200430 years
Everett Rehabilitation & CareEverettWA
2,750
27,337

2,750
27,337
30,087
6,257
23,830
1995201135 years
Northwest Continuum Care CenterLongviewWA
145
2,563
171
145
2,734
2,879
2,491
388
1955199229 years
Columbia Crest Care & Rehabilitation CenterMoses LakeWA
660
17,439

660
17,439
18,099
4,069
14,030
1972201135 years
Lake Ridge Solana Alzheimer's Care CenterMoses LakeWA
660
8,866

660
8,866
9,526
2,147
7,379
1988201135 years
Rainier Vista Care CenterPuyallupWA
520
4,780
305
520
5,085
5,605
3,534
2,071
1986199140 years
Logan CenterLoganWV
300
12,959

300
12,959
13,259
2,970
10,289
1987201135 years
Ravenswood Healthcare CenterRavenswoodWV
320
12,710

320
12,710
13,030
2,924
10,106
1987201135 years
Valley CenterSouth CharlestonWV
750
24,115

750
24,115
24,865
5,599
19,266
1987201135 years
White SulphurWhite Sulphur SpringsWV
250
13,055

250
13,055
13,305
3,021
10,284
1987201135 years
TOTAL FOR SKILLED NURSING FACILITIES  
13,144
186,804
2,953
13,144
189,757
202,901
68,668
134,233
   
               
120



  Initial Cost to CompanyGross Amount Carried
at Close of Period
   
DescriptionCountEncumbrancesLand and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition1
Land and
Improvements
Buildings and
Improvements
TotalAccumulated
Depreciation
NBVYear of
Construction
Year
Acquired
Life on which
Depreciation
In income Statement is  Computed
Other Life Science CIP— 25,910 37,762 — 25,910 37,762 63,672 2,591 61,081 CIPCIPCIP
Total Life Science, Research & Innovation41 206,799 112,848 1,656,201 125,731 112,809 1,781,971 1,894,780 254,616 1,640,164 
IRFs & LTACs
Kindred Healthcare30 — 35,185 238,600 (1,000)34,185 238,600 272,785 209,361 63,424 1937 - 20131976 - 202020 - 40 years
Other IRFs & LTACs— 9,257 151,238 1,068 9,257 152,306 161,563 35,659 125,904 1989 - 20122011 - 201535 - 36 years
Total IRFs & LTACs36  44,442 389,838 68 43,442 390,906 434,348 245,020 189,328 
Health Systems
Ardent Health Services10 — 98,428 1,126,010 78,104 97,416 1,205,126 1,302,542 216,935 1,085,607 1928 - 20202015 - 202020 - 47 years
Skilled Nursing
Genesis Healthcare12 — 11,350 164,745 (5,708)11,350 159,037 170,387 68,573 101,814 1897 - 19952004 - 201130 - 35 years
Other Skilled Nursing— 1,636 18,793 1,405 1,816 20,018 21,834 12,970 8,864 1955 - 19901991 - 200929 - 40 years
Total Skilled Nursing16 — 12,986 183,538 (4,303)13,166 179,055 192,221 81,543 110,678 
CANADIAN PROPERTIES
Senior Housing
Le Groupe Maurice34 1,097,568 141,123 1,743,734 116,229 147,622 1,853,464 2,001,086 103,029 1,898,057 2000 - 20202019 - 202040 - 60 years
Atria Senior Living29 — 75,553 845,363 (15,001)71,248 834,667 905,915 225,639 680,276 1988 - 20082014 - 201435 - 35 years
Sunrise Senior Living12 — 46,600 418,821 (43,105)40,692 381,624 422,316 167,340 254,976 2000 - 20072007 - 200735 - 35 years
Hawthorn Senior Living— 25,172 146,694 — 25,172 146,694 171,866 842 171,024 2006 - 20122021 - 202135 - 35 years
Other Senior Housing CIP56,338 20,085 114,855 — 20,085 114,855 134,940 — 134,940 CIPCIPCIP
Total Senior Housing83 1,153,906 308,533 3,269,467 58,123 304,819 3,331,304 3,636,123 496,850 3,139,273 
UNITED KINGDOM PROPERTIES
Senior Housing
Canford Healthcare Limited12 — 42,445 84,181 (9,093)39,186 78,347 117,533 16,602 100,931 1980 - 20142015 - 201740 - 40 years
International Hospital
Spire Healthcare— 11,903 136,628 (19,499)10,341 118,692 129,033 19,048 109,985 1980 - 20102014 - 201450 - 50 years
TOTAL1,232 $2,431,064 $2,410,680 $24,189,780 $1,879,409 $2,432,065 $26,047,805 $28,479,870 $7,433,480 $121,046,390 
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
HEALTH SYSTEMS  
          
Lovelace Medical Center DowntownAlbuquerqueNM
9,840
156,535
7,258
9,928
163,705
173,633
18,548
155,085
1968201533.5 years
Lovelace Westside HospitalAlbuquerqueNM
10,107
18,501
(2,783)10,107
15,718
25,825
4,149
21,676
1984201520.5 years
Lovelace Women's HospitalAlbuquerqueNM
7,236
183,866
11,101
7,236
194,967
202,203
14,903
187,300
1983201547 years
Roswell Regional HospitalRoswellNM
2,560
41,164
2,134
2,560
43,298
45,858
3,498
42,360
2007201547 years
Hillcrest Hospital ClaremoreClaremoreOK
3,623
34,359
(9,845)3,623
24,514
28,137
2,483
25,654
1955201540 years
Bailey Medical CenterOwassoOK
4,964
8,969
(1,751)4,964
7,218
12,182
1,142
11,040
2006201532.5 years
Hillcrest Medical CenterTulsaOK
28,319
215,199
12,505
28,319
227,704
256,023
24,316
231,707
1928201534 years
Hillcrest Hospital SouthTulsaOK
17,026
100,892
12,340
17,026
113,232
130,258
10,733
119,525
1999201540 years
SouthCreek Medical PlazaTulsaOK
2,943
17,860

2,943
17,860
20,803
201
20,602
2003201835 years
Baptist St. Anthony's HospitalAmarilloTX
13,779
358,029
24,582
13,015
383,375
396,390
30,063
366,327
1967201544.5 years
Spire Hull and East Riding HospitalAnlabyUK
3,194
81,613
(15,337)2,616
66,854
69,470
6,488
62,982
2010201450 years
Spire Fylde Coast HospitalBlackpoolUK
2,446
28,896
(5,667)2,004
23,671
25,675
2,331
23,344
1980201450 years
Spire Clare Park HospitalFarnhamUK
6,263
26,119
(5,856)5,130
21,396
26,526
2,190
24,336
2009201450 years
TOTAL FOR HEALTH SYSTEMS  
112,300
1,272,002
28,681
109,471
1,303,512
1,412,983
121,045
1,291,938
   
BROOKDALE SENIORS HOUSING COMMUNITIES              
Brookdale Chandler Ray RoadChandlerAZ
2,000
6,538
94
2,000
6,632
8,632
1,616
7,016
1998201135 years
Brookdale Springs MesaMesaAZ
2,747
24,918
145
2,751
25,059
27,810
11,423
16,387
1986200535 years
Brookdale East ArborMesaAZ
655
6,998
100
711
7,042
7,753
3,187
4,566
1998200535 years
Brookdale Oro ValleyOro ValleyAZ
666
6,169

666
6,169
6,835
2,809
4,026
1998200535 years
Brookdale PeoriaPeoriaAZ
598
4,872

598
4,872
5,470
2,219
3,251
1998200535 years
Brookdale TempeTempeAZ
611
4,066

611
4,066
4,677
1,852
2,825
1997200535 years
Brookdale East TucsonTucsonAZ
506
4,745

506
4,745
5,251
2,161
3,090
1998200535 years
Brookdale AnaheimAnaheimCA
2,464
7,908
95
2,464
8,003
10,467
3,363
7,104
1977200535 years
Brookdale Redwood CityRedwood CityCA
7,669
66,691
72
7,719
66,713
74,432
30,775
43,657
1988200535 years
Brookdale San JoseSan JoseCA
6,240
66,329
13,043
6,250
79,362
85,612
31,763
53,849
1987200535 years
Brookdale San MarcosSan MarcosCA
4,288
36,204
199
4,314
36,377
40,691
16,786
23,905
1987200535 years
Brookdale TracyTracyCA
1,110
13,296
521
1,110
13,817
14,927
5,344
9,583
1986200535 years
Brookdale Boulder CreekBoulderCO
1,290
20,683
322
1,378
20,917
22,295
4,836
17,459
1985201135 years
Brookdale Vista GrandeColorado SpringsCO
715
9,279

715
9,279
9,994
4,226
5,768
1997200535 years
Brookdale El CaminoPuebloCO
840
9,403

840
9,403
10,243
4,282
5,961
1997200535 years
Brookdale FarmingtonFarmingtonCT
3,995
36,310
77
4,016
36,366
40,382
16,640
23,742
1984200535 years
Brookdale South WindsorSouth WindsorCT
2,187
12,682
64
2,198
12,735
14,933
5,360
9,573
1999200435 years
Brookdale ChatfieldWest HartfordCT
2,493
22,833
23,311
2,493
46,144
48,637
12,179
36,458
1989200535 years
Brookdale Bonita SpringsBonita SpringsFL
1,540
10,783
696
1,594
11,425
13,019
4,855
8,164
1989200535 years
Brookdale West Boynton BeachBoynton BeachFL
2,317
16,218

2,317
16,218
18,535
7,151
11,384
1999200535 years
Brookdale Deer Creek AL/MCDeerfield BeachFL
1,399
9,791
18
1,399
9,809
11,208
4,609
6,599
1999200535 years
121



 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale Fort Myers The ColonyFort MyersFL
1,510
7,862
16
1,510
7,878
9,388
1,816
7,572
1996201135 years
Brookdale AvondaleJacksonvilleFL
860
16,745
140
860
16,885
17,745
3,750
13,995
1997201135 years
Brookdale Crown PointJacksonvilleFL
1,300
9,659
20
1,300
9,679
10,979
2,208
8,771
1997201135 years
Brookdale Jensen BeachJensen BeachFL
1,831
12,820
537
1,831
13,357
15,188
5,759
9,429
1999200535 years
Brookdale Ormond Beach WestOrmond BeachFL
1,660
9,738
27
1,660
9,765
11,425
2,241
9,184
1997201135 years
Brookdale Palm CoastPalm CoastFL
470
9,187

470
9,187
9,657
2,130
7,527
1997201135 years
Brookdale PensacolaPensacolaFL
633
6,087
11
633
6,098
6,731
2,772
3,959
1998200535 years
Brookdale RotondaRotonda WestFL
1,740
4,331
88
1,740
4,419
6,159
1,187
4,972
1997201135 years
Brookdale Centre Pointe BoulevardTallahasseeFL
667
6,168

667
6,168
6,835
2,809
4,026
1998200535 years
Brookdale TavaresTavaresFL
280
15,980

280
15,980
16,260
3,593
12,667
1997201135 years
Brookdale West Melbourne MCWest MelbourneFL
586
5,481

586
5,481
6,067
2,496
3,571
2000200535 years
Brookdale West Palm BeachWest Palm BeachFL
3,758
33,072
499
3,836
33,493
37,329
15,233
22,096
1990200535 years
Brookdale Winter Haven MCWinter HavenFL
232
3,006

232
3,006
3,238
1,369
1,869
1997200535 years
Brookdale Winter Haven ALWinter HavenFL
438
5,549

438
5,549
5,987
2,527
3,460
1997200535 years
Brookdale Twin FallsTwin FallsID
703
6,153
17
718
6,155
6,873
2,802
4,071
1997200535 years
Brookdale Lake Shore DriveChicagoIL
11,057
107,517
4,487
11,057
112,004
123,061
50,664
72,397
1990200535 years
Brookdale Lake ViewChicagoIL
3,072
26,668

3,072
26,668
29,740
12,310
17,430
1950200535 years
Brookdale Des PlainesDes PlainesIL32,000
6,871
60,165
(41)6,805
60,190
66,995
27,738
39,257
1993200535 years
Brookdale Hoffman EstatesHoffman EstatesIL
3,886
44,130
608
3,901
44,723
48,624
19,606
29,018
1987200535 years
Brookdale Lisle IL/ALLisleIL33,000
7,953
70,400

7,953
70,400
78,353
32,395
45,958
1990200535 years
Brookdale NorthbrookNorthbrookIL
1,988
39,762
596
2,047
40,299
42,346
17,124
25,222
1999200435 years
Brookdale Hawthorn Lakes IL/ALVernon HillsIL
4,439
35,044
326
4,443
35,366
39,809
16,432
23,377
1987200535 years
Brookdale Hawthorn Lakes ALVernon HillsIL
1,147
10,041

1,147
10,041
11,188
4,628
6,560
1999200535 years
Brookdale EvansvilleEvansvilleIN
357
3,765

357
3,765
4,122
1,714
2,408
1998200535 years
Brookdale CastletonIndianapolisIN
1,280
11,515

1,280
11,515
12,795
5,285
7,510
1986200535 years
Brookdale Marion AL (IN)MarionIN
207
3,570

207
3,570
3,777
1,626
2,151
1998200535 years
Brookdale Portage ALPortageIN
128
3,649

128
3,649
3,777
1,662
2,115
1999200535 years
Brookdale RichmondRichmondIN
495
4,124

495
4,124
4,619
1,878
2,741
1998200535 years
Brookdale DerbyDerbyKS
440
4,422

440
4,422
4,862
1,040
3,822
1994201135 years
Brookdale Leawood State LineLeawoodKS
117
5,127
29
117
5,156
5,273
2,335
2,938
2000200535 years
Brookdale Salina FairdaleSalinaKS
300
5,657
4
300
5,661
5,961
1,329
4,632
1996201135 years
Brookdale TopekaTopekaKS
370
6,825

370
6,825
7,195
3,108
4,087
2000200535 years
Brookdale WellingtonWellingtonKS
310
2,434

310
2,434
2,744
614
2,130
1994201135 years
Brookdale Cushing ParkFraminghamMA
5,819
33,361
2,679
5,829
36,030
41,859
14,668
27,191
1999200435 years
Brookdale Cape CodHyannisMA
1,277
9,063
5
1,277
9,068
10,345
3,619
6,726
1999200535 years
Brookdale Quincy BayQuincyMA
6,101
57,862
1,952
6,101
59,814
65,915
26,348
39,567
1986200535 years
Brookdale DavisonDavisonMI
160
3,189
2,543
160
5,732
5,892
1,870
4,022
1997201135 years






 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale Delta MCDelta TownshipMI
730
11,471

730
11,471
12,201
2,619
9,582
1998201135 years
Brookdale Delta ALDelta TownshipMI
820
3,313

820
3,313
4,133
1,057
3,076
1998201135 years
Brookdale Farmington Hills NorthFarmington HillsMI
580
10,497

580
10,497
11,077
2,675
8,402
1994201135 years
Brookdale Farmington Hills North IIFarmington HillsMI
700
10,246

700
10,246
10,946
2,711
8,235
1994201135 years
Brookdale Meridian ALHaslettMI
1,340
6,134

1,340
6,134
7,474
1,531
5,943
1998201135 years
Brookdale Grand Blanc MCHollyMI
450
12,373

450
12,373
12,823
2,829
9,994
1998201135 years
Brookdale Grand Blanc ALHollyMI
620
14,627

620
14,627
15,247
3,366
11,881
1998201135 years
Brookdale NorthvilleNorthvilleMI
407
6,068

407
6,068
6,475
2,764
3,711
1996200535 years
Brookdale Troy MCTroyMI
630
17,178

630
17,178
17,808
3,896
13,912
1998201135 years
Brookdale Troy ALTroyMI
950
12,503
111
950
12,614
13,564
3,009
10,555
1998201135 years
Brookdale Utica ALUticaMI
1,142
11,808
57
1,142
11,865
13,007
5,378
7,629
1996200535 years
Brookdale Utica MCUticaMI
700
8,657

700
8,657
9,357
2,106
7,251
1995201135 years
Brookdale Eden PrairieEden PrairieMN
301
6,228
3
301
6,231
6,532
2,836
3,696
1998200535 years
Brookdale FaribaultFaribaultMN
530
1,085

530
1,085
1,615
309
1,306
1997201135 years
Brookdale Inver Grove HeightsInver Grove HeightsMN530
253
2,655

253
2,655
2,908
1,209
1,699
1997200535 years
Brookdale MankatoMankatoMN
490
410

490
410
900
217
683
1996201135 years
Brookdale EdinaMinneapolisMN15,040
3,621
33,141
22,975
3,621
56,116
59,737
17,693
42,044
1998200535 years
Brookdale North OaksNorth OaksMN
1,057
8,296

1,057
8,296
9,353
3,778
5,575
1998200535 years
Brookdale PlymouthPlymouthMN
679
8,675

679
8,675
9,354
3,951
5,403
1998200535 years
Brookdale WillmarWilmarMN
470
4,833

470
4,833
5,303
1,112
4,191
1997201135 years
Brookdale WinonaWinonaMN
800
1,390

800
1,390
2,190
645
1,545
1997201135 years
Brookdale West CountyBallwinMO
3,100
35,074
115
3,104
35,185
38,289
5,019
33,270
2012201435 years
Brookdale EveshamVoorhees TownshipNJ
3,158
29,909
64
3,158
29,973
33,131
13,622
19,509
1987200535 years
Brookdale WestamptonWestamptonNJ
881
4,741

881
4,741
5,622
2,159
3,463
1997200535 years
Brookdale Santa FeSanta FeNM

28,178


28,178
28,178
12,605
15,573
1986200535 years
Brookdale KenmoreBuffaloNY
1,487
15,170

1,487
15,170
16,657
6,909
9,748
1995200535 years
Brookdale Clinton ILClintonNY
947
7,528
96
961
7,610
8,571
3,428
5,143
1991200535 years
Brookdale ManliusManliusNY
890
28,237
(700)190
28,237
28,427
6,350
22,077
1994201135 years
Brookdale PittsfordPittsfordNY
611
4,066
13
611
4,079
4,690
1,852
2,838
1997200535 years
Brookdale East NiskayunaSchenectadyNY
1,021
8,333

1,021
8,333
9,354
3,795
5,559
1997200535 years
Brookdale NiskayunaSchenectadyNY
1,884
16,103

1,884
16,103
17,987
7,334
10,653
1996200535 years
Brookdale SummerfieldSyracuseNY
1,132
11,434

1,132
11,434
12,566
5,207
7,359
1991200535 years
Brookdale WilliamsvilleWilliamsvilleNY
839
3,841
60
839
3,901
4,740
1,749
2,991
1997200535 years
Brookdale CaryCaryNC
724
6,466

724
6,466
7,190
2,945
4,245
1997200535 years
Brookdale Falling CreekHickoryNC
330
10,981

330
10,981
11,311
2,507
8,804
1997201135 years
Brookdale Winston-SalemWinston-SalemNC
368
3,497

368
3,497
3,865
1,593
2,272
1997200535 years
Brookdale AllianceAllianceOH(530)392
6,283
6
392
6,289
6,681
2,861
3,820
1998200535 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale AustintownAustintownOH
151
3,087

151
3,087
3,238
1,406
1,832
1999200535 years
Brookdale BarbertonBarbertonOH
440
10,884

440
10,884
11,324
2,486
8,838
1997201135 years
Brookdale BeavercreekBeavercreekOH
587
5,381

587
5,381
5,968
2,451
3,517
1998200535 years
Brookdale Centennial ParkClaytonOH
630
6,477

630
6,477
7,107
1,542
5,565
1997201135 years
Brookdale WestervilleColumbusOH
267
3,600

267
3,600
3,867
1,640
2,227
1999200535 years
Brookdale Greenville AL/MCGreenvilleOH
490
4,144

490
4,144
4,634
1,119
3,515
1997201135 years
Brookdale Marion AL/MC (OH)MarionOH
620
3,306

620
3,306
3,926
870
3,056
1998201135 years
Brookdale Salem AL (OH)SalemOH
634
4,659

634
4,659
5,293
2,122
3,171
1998200535 years
Brookdale SpringdaleSpringdaleOH
1,140
9,134

1,140
9,134
10,274
2,111
8,163
1997201135 years
Brookdale Bartlesville SouthBartlesvilleOK
250
10,529

250
10,529
10,779
2,379
8,400
1997201135 years
Brookdale BethanyBethanyOK
390
1,499

390
1,499
1,889
421
1,468
1994201135 years
Brookdale Broken ArrowBroken ArrowOK
940
6,312
6,410
1,873
11,789
13,662
2,907
10,755
1996201135 years
Brookdale Forest GroveForest GroveOR
2,320
9,633

2,320
9,633
11,953
2,410
9,543
1994201135 years
Brookdale Mt. HoodGreshamOR
2,410
9,093
(2,180)230
9,093
9,323
2,278
7,045
1988201135 years
Brookdale McMinnville Town CenterMcMinnvilleOR767
1,230
7,561

1,230
7,561
8,791
2,086
6,705
1989201135 years
Brookdale Denton NorthDentonTX
1,750
6,712

1,750
6,712
8,462
1,569
6,893
1996201135 years
Brookdale EnnisEnnisTX
460
3,284

460
3,284
3,744
827
2,917
1996201135 years
Brookdale KerrvilleKerrvilleTX
460
8,548

460
8,548
9,008
1,955
7,053
1997201135 years
Brookdale Medical Center WhitbySan AntonioTX
1,400
10,051

1,400
10,051
11,451
2,323
9,128
1997201135 years
Brookdale Western HillsTempleTX
330
5,081

330
5,081
5,411
1,228
4,183
1997201135 years
Brookdale Salem AL (VA)SalemVA
1,900
16,219

1,900
16,219
18,119
7,163
10,956
1998201135 years
Brookdale AlderwoodLynnwoodWA
1,219
9,573
58
1,239
9,611
10,850
4,360
6,490
1999200535 years
Brookdale Puyallup SouthPuyallupWA
1,055
8,298

1,055
8,298
9,353
3,779
5,574
1998200535 years
Brookdale RichlandRichlandWA
960
23,270
8
960
23,278
24,238
5,440
18,798
1990201135 years
Brookdale Park PlaceSpokaneWA
1,622
12,895

1,622
12,895
14,517
6,039
8,478
1915200535 years
Brookdale Allenmore ALTacomaWA
620
16,186
362
620
16,548
17,168
3,677
13,491
1997201135 years
Brookdale Allenmore - ILTacomaWA
1,710
3,326
(918)210
3,908
4,118
1,106
3,012
1988201135 years
Brookdale YakimaYakimaWA
860
15,276
7
860
15,283
16,143
3,572
12,571
1998201135 years
Brookdale KenoshaKenoshaWI
551
5,431
2,779
551
8,210
8,761
3,295
5,466
2000200535 years
Brookdale LaCrosse MCLa CrosseWI
621
4,056
1,126
621
5,182
5,803
2,181
3,622
2004200535 years
Brookdale LaCrosse ALLa CrosseWI
644
5,831
2,637
644
8,468
9,112
3,439
5,673
1998200535 years
Brookdale Middleton Century AveMiddletonWI
360
5,041

360
5,041
5,401
1,165
4,236
1997201135 years
Brookdale OnalaskaOnalaskaWI
250
4,949

250
4,949
5,199
1,137
4,062
1995201135 years
Brookdale Sun PrairieSun PrairieWI
350
1,131

350
1,131
1,481
319
1,162
1994201135 years
TOTAL FOR BROOKDALE SENIORS HOUSING COMMUNITIES  80,807
185,427
1,768,730
86,389
182,453
1,858,093
2,040,546
706,549
1,333,997
   
SUNRISE SENIORS HOUSING COMMUNITIES             
Sunrise of ChandlerChandlerAZ
4,344
14,455
1,156
4,439
15,516
19,955
3,643
16,312
2007201235 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of ScottsdaleScottsdaleAZ
2,229
27,575
1,049
2,255
28,598
30,853
9,960
20,893
2007200735 years
Sunrise at River RoadTucsonAZ
2,971
12,399
547
3,000
12,917
15,917
2,865
13,052
2008201235 years
Sunrise of Lynn ValleyVancouverBC
11,759
37,424
(11,431)8,743
29,009
37,752
10,275
27,477
2002200735 years
Sunrise of VancouverVancouverBC
6,649
31,937
1,272
6,661
33,197
39,858
11,658
28,200
2005200735 years
Sunrise of VictoriaVictoriaBC
8,332
29,970
(8,154)6,277
23,871
30,148
8,478
21,670
2001200735 years
Sunrise at La CostaCarlsbadCA
4,890
20,590
1,567
5,030
22,017
27,047
8,273
18,774
1999200735 years
Sunrise of CarmichaelCarmichaelCA
1,269
14,598
726
1,291
15,302
16,593
3,456
13,137
2009201235 years
Sunrise of Fair OaksFair OaksCA
1,456
23,679
2,641
2,515
25,261
27,776
8,981
18,795
2001200735 years
Sunrise of Mission ViejoMission ViejoCA
3,802
24,560
1,883
3,889
26,356
30,245
9,498
20,747
1998200735 years
Sunrise at Canyon CrestRiversideCA
5,486
19,658
2,165
5,745
21,564
27,309
7,885
19,424
2006200735 years
Sunrise of RocklinRocklinCA
1,378
23,565
1,279
1,472
24,750
26,222
8,765
17,457
2007200735 years
Sunrise of San MateoSan MateoCA
2,682
35,335
1,979
2,742
37,254
39,996
12,954
27,042
1999200735 years
Sunrise of SunnyvaleSunnyvaleCA
2,933
34,361
1,666
2,969
35,991
38,960
12,498
26,462
2000200735 years
Sunrise at Sterling CanyonValenciaCA
3,868
29,293
4,835
4,084
33,912
37,996
12,930
25,066
1998200735 years
Sunrise of Westlake VillageWestlake VillageCA
4,935
30,722
1,307
5,031
31,933
36,964
11,222
25,742
2004200735 years
Sunrise at Yorba LindaYorba LindaCA
1,689
25,240
1,940
1,780
27,089
28,869
9,462
19,407
2002200735 years
Sunrise at Cherry CreekDenverCO
1,621
28,370
3,137
1,721
31,407
33,128
10,683
22,445
2000200735 years
Sunrise at PinehurstDenverCO
1,417
30,885
2,190
1,653
32,839
34,492
12,156
22,336
1998200735 years
Sunrise at OrchardLittletonCO
1,813
22,183
2,601
1,853
24,744
26,597
8,715
17,882
1997200735 years
Sunrise of WestminsterWestminsterCO
2,649
16,243
1,980
2,792
18,080
20,872
6,624
14,248
2000200735 years
Sunrise of StamfordStamfordCT
4,612
28,533
2,618
5,029
30,734
35,763
11,151
24,612
1999200735 years
Sunrise of JacksonvilleJacksonvilleFL
2,390
17,671
789
2,420
18,430
20,850
4,112
16,738
2009201235 years
Sunrise at Ivey RidgeAlpharettaGA
1,507
18,516
1,520
1,517
20,026
21,543
7,221
14,322
1998200735 years
Sunrise of Huntcliff Summit IAtlantaGA
4,232
66,161
17,856
4,185
84,064
88,249
31,778
56,471
1987200735 years
Sunrise at Huntcliff Summit IIAtlantaGA
2,154
17,137
2,984
2,160
20,115
22,275
7,286
14,989
1998200735 years
Sunrise at East CobbMariettaGA
1,797
23,420
1,704
1,806
25,115
26,921
9,160
17,761
1997200735 years
Sunrise of BarringtonBarringtonIL
859
15,085
858
892
15,910
16,802
3,614
13,188
2007201235 years
Sunrise of BloomingdaleBloomingdaleIL
1,287
38,625
2,157
1,382
40,687
42,069
14,235
27,834
2000200735 years
Sunrise of Buffalo GroveBuffalo GroveIL
2,154
28,021
1,719
2,339
29,555
31,894
10,500
21,394
1999200735 years
Sunrise of Lincoln ParkChicagoIL
3,485
26,687
2,285
3,504
28,953
32,457
9,727
22,730
2003200735 years
Sunrise of NapervilleNapervilleIL
1,946
28,538
2,794
2,624
30,654
33,278
11,370
21,908
1999200735 years
Sunrise of Palos ParkPalos ParkIL
2,363
42,205
1,333
2,403
43,498
45,901
15,362
30,539
2001200735 years
Sunrise of Park RidgePark RidgeIL
5,533
39,557
3,078
5,689
42,479
48,168
15,092
33,076
1998200735 years
Sunrise of WillowbrookWillowbrookIL
1,454
60,738
2,640
2,080
62,752
64,832
20,463
44,369
2000200735 years
Sunrise on Old MeridianCarmelIN
8,550
31,746
1,132
8,558
32,870
41,428
7,346
34,082
2009201235 years
Sunrise of LeawoodLeawoodKS
651
16,401
1,107
878
17,281
18,159
3,735
14,424
2006201235 years
Sunrise of Overland ParkOverland ParkKS
650
11,015
740
743
11,662
12,405
2,782
9,623
2007201235 years
Sunrise of Baton RougeBaton RougeLA
1,212
23,547
1,828
1,382
25,205
26,587
8,928
17,659
2000200735 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of ArlingtonArlingtonMA
86
34,393
1,307
107
35,679
35,786
12,715
23,071
2001200735 years
Sunrise of NorwoodNorwoodMA
2,230
30,968
2,385
2,306
33,277
35,583
11,737
23,846
1997200735 years
Sunrise of ColumbiaColumbiaMD
1,780
23,083
3,129
1,918
26,074
27,992
9,232
18,760
1996200735 years
Sunrise of RockvilleRockvilleMD
1,039
39,216
2,716
1,075
41,896
42,971
14,241
28,730
1997200735 years
Sunrise of BloomfieldBloomfield HillsMI
3,736
27,657
1,992
3,860
29,525
33,385
10,290
23,095
2006200735 years
Sunrise of CascadeGrand RapidsMI
1,273
21,782
672
1,370
22,357
23,727
4,954
18,773
2007201235 years
Sunrise of NorthvillePlymouthMI
1,445
26,090
1,632
1,525
27,642
29,167
9,752
19,415
1999200735 years
Sunrise of RochesterRochesterMI
2,774
38,666
1,641
2,846
40,235
43,081
14,080
29,001
1998200735 years
Sunrise of TroyTroyMI
1,758
23,727
1,178
1,860
24,803
26,663
8,878
17,785
2001200735 years
Sunrise of EdinaEdinaMN
3,181
24,224
2,922
3,274
27,053
30,327
9,900
20,427
1999200735 years
Sunrise on ProvidenceCharlotteNC
1,976
19,472
2,618
1,988
22,078
24,066
7,918
16,148
1999200735 years
Sunrise of East BrunswickEast BrunswickNJ
2,784
26,173
2,490
3,030
28,417
31,447
10,615
20,832
1999200735 years
Sunrise of JacksonJacksonNJ
4,009
15,029
731
4,013
15,756
19,769
3,692
16,077
2008201235 years
Sunrise of Morris PlainsMorris PlainsNJ
1,492
32,052
2,210
1,569
34,185
35,754
12,121
23,633
1997200735 years
Sunrise of Old TappanOld TappanNJ
2,985
36,795
2,358
3,177
38,961
42,138
13,786
28,352
1997200735 years
Sunrise of WallWall TownshipNJ
1,053
19,101
2,115
1,088
21,181
22,269
7,389
14,880
1999200735 years
Sunrise of WayneWayneNJ
1,288
24,990
2,710
1,304
27,684
28,988
9,817
19,171
1996200735 years
Sunrise of WestfieldWestfieldNJ
5,057
23,803
2,373
5,136
26,097
31,233
9,527
21,706
1996200735 years
Sunrise of Woodcliff LakeWoodcliff LakeNJ
3,493
30,801
1,869
3,606
32,557
36,163
11,770
24,393
2000200735 years
Sunrise of North LynbrookLynbrookNY
4,622
38,087
2,371
4,700
40,380
45,080
14,685
30,395
1999200735 years
Sunrise at FleetwoodMount VernonNY
4,381
28,434
2,576
4,646
30,745
35,391
11,281
24,110
1999200735 years
Sunrise of New CityNew CityNY
1,906
27,323
2,057
1,979
29,307
31,286
10,436
20,850
1999200735 years
Sunrise of SmithtownSmithtownNY
2,853
25,621
2,927
3,040
28,361
31,401
10,644
20,757
1999200735 years
Sunrise of Staten IslandStaten IslandNY
7,237
23,910
859
7,290
24,716
32,006
11,366
20,640
2006200735 years
Sunrise at North HillsRaleighNC
749
37,091
5,530
849
42,521
43,370
15,462
27,908
2000200735 years
Sunrise at ParmaClevelandOH
695
16,641
1,285
897
17,724
18,621
6,508
12,113
2000200735 years
Sunrise of Cuyahoga FallsCuyahoga FallsOH
626
10,239
1,709
862
11,712
12,574
4,490
8,084
2000200735 years
Sunrise of AuroraAuroraON
1,570
36,113
(9,052)1,195
27,436
28,631
9,606
19,025
2002200735 years
Sunrise of BurlingtonBurlingtonON
1,173
24,448
1,237
1,363
25,495
26,858
9,096
17,762
2001200735 years
Sunrise of UnionvilleMarkhamON
2,322
41,140
(9,989)1,824
31,649
33,473
11,231
22,242
2000200735 years
Sunrise of MississaugaMississaugaON
3,554
33,631
(8,350)2,779
26,056
28,835
9,400
19,435
2000200735 years
Sunrise of Erin MillsMississaugaON
1,957
27,020
(6,872)1,469
20,636
22,105
7,387
14,718
2007200735 years
Sunrise of OakvilleOakvilleON
2,753
37,489
1,643
2,917
38,968
41,885
13,660
28,225
2002200735 years
Sunrise of Richmond HillRichmond HillON
2,155
41,254
(10,132)1,746
31,531
33,277
11,176
22,101
2002200735 years
Sunrise of ThornhillVaughanON
2,563
57,513
(12,501)1,403
46,172
47,575
15,052
32,523
2003200735 years
Sunrise of WindsorWindsorON
1,813
20,882
1,780
1,987
22,488
24,475
7,897
16,578
2001200735 years
Sunrise of AbingtonAbingtonPA
1,838
53,660
6,012
2,053
59,457
61,510
20,610
40,900
1997200735 years




 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of Blue BellBlue BellPA
1,765
23,920
3,369
1,866
27,188
29,054
9,774
19,280
2006200735 years
Sunrise of ExtonExtonPA
1,123
17,765
2,379
1,209
20,058
21,267
7,285
13,982
2000200735 years
Sunrise of HaverfordHaverfordPA
941
25,872
2,290
986
28,117
29,103
9,956
19,147
1997200735 years
Sunrise of Granite RunMediaPA
1,272
31,781
2,442
1,379
34,116
35,495
12,136
23,359
1997200735 years
Sunrise of Lower MakefieldMorrisvillePA
3,165
21,337
667
3,174
21,995
25,169
5,035
20,134
2008201235 years
Sunrise of WesttownWest ChesterPA
1,547
22,996
2,149
1,576
25,116
26,692
9,371
17,321
1999200735 years
Sunrise of HillcrestDallasTX
2,616
27,680
1,082
2,626
28,752
31,378
10,133
21,245
2006200735 years
Sunrise of Fort WorthFort WorthTX
2,024
18,587
928
2,147
19,392
21,539
4,494
17,045
2007201235 years
Sunrise of FriscoFriscoTX
2,523
14,547
591
2,535
15,126
17,661
3,174
14,487
2009201235 years
Sunrise of Cinco RanchKatyTX
2,512
21,600
1,262
2,580
22,794
25,374
5,154
20,220
2007201235 years
Sunrise at HolladayHolladayUT
2,542
44,771
1,104
2,581
45,836
48,417
10,058
38,359
2008201235 years
Sunrise of SandySandyUT
2,576
22,987
414
2,638
23,339
25,977
8,369
17,608
2007200735 years
Sunrise of AlexandriaAlexandriaVA
88
14,811
2,461
240
17,120
17,360
6,726
10,634
1998200735 years
Sunrise of RichmondRichmondVA
1,120
17,446
1,339
1,198
18,707
19,905
7,068
12,837
1999200735 years
Sunrise at Bon AirRichmondVA
2,047
22,079
907
2,032
23,001
25,033
5,240
19,793
2008201235 years
Sunrise of SpringfieldSpringfieldVA
4,440
18,834
2,707
4,545
21,436
25,981
7,846
18,135
1997200735 years
TOTAL FOR SUNRISE SENIORS HOUSING COMMUNITIES  
245,515
2,532,176
103,706
246,896
2,634,501
2,881,397
899,063
1,982,334
   
ATRIA SENIORS HOUSING COMMUNITIES              
Arbour LakeCalgaryAB
2,512
39,188
(5,126)2,151
34,423
36,574
5,389
31,185
2003201435 years
Canyon MeadowsCalgaryAB
1,617
30,803
(3,776)1,384
27,260
28,644
4,463
24,181
1995201435 years
Churchill ManorEdmontonAB
2,865
30,482
(4,129)2,442
26,776
29,218
4,397
24,821
1999201435 years
The View at LethbridgeLethbridgeAB
2,503
24,770
(3,438)2,146
21,689
23,835
3,834
20,001
2007201435 years
Victoria ParkRed DeerAB
1,188
22,554
(2,488)1,015
20,239
21,254
3,620
17,634
1999201435 years
Ironwood EstatesSt. AlbertAB
3,639
22,519
(2,378)3,137
20,643
23,780
3,578
20,202
1998201435 years
Atria RegencyMobileAL
950
11,897
1,559
981
13,425
14,406
4,248
10,158
1996201135 years
Atria Chandler VillasChandlerAZ
3,650
8,450
1,927
3,769
10,258
14,027
4,040
9,987
1988201135 years
Atria Park of Sierra PointeScottsdaleAZ
10,930
65,372
5,899
10,994
71,207
82,201
10,884
71,317
2000201435 years
Atria Campana del RioTucsonAZ
5,861
37,284
2,998
5,985
40,158
46,143
11,712
34,431
1964201135 years
Atria Valley ManorTucsonAZ
1,709
60
950
1,768
951
2,719
540
2,179
1963201135 years
Atria Bell Court GardensTucsonAZ
3,010
30,969
2,308
3,060
33,227
36,287
8,837
27,450
1964201135 years
Longlake ChateauNanaimoBC
1,874
22,910
(2,646)1,603
20,535
22,138
3,683
18,455
1990201435 years
Prince George ChateauPrince GeorgeBC
2,066
22,761
(3,019)1,765
20,043
21,808
3,542
18,266
2005201435 years
The VictorianVictoriaBC
3,419
16,351
(1,682)2,936
15,152
18,088
2,811
15,277
1988201435 years
The Victorian at McKenzieVictoriaBC
4,801
25,712
(3,175)4,100
23,238
27,338
3,969
23,369
2003201435 years
Atria BurlingameBurlingameCA
2,494
12,373
1,702
2,579
13,990
16,569
4,200
12,369
1977201135 years
Atria Las PosasCamarilloCA
4,500
28,436
1,273
4,518
29,691
34,209
7,857
26,352
1997201135 years
Atria Carmichael OaksCarmichaelCA17,650
2,118
49,694
2,626
2,155
52,283
54,438
11,037
43,401
1992201335 years
Atria El Camino GardensCarmichaelCA
6,930
32,318
15,083
7,215
47,116
54,331
13,356
40,975
1984201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria CovinaCovinaCA
170
4,131
787
262
4,826
5,088
1,735
3,353
1977201135 years
Atria Daly CityDaly CityCA
3,090
13,448
1,215
3,102
14,651
17,753
4,233
13,520
1975201135 years
Atria Covell GardensDavisCA
2,163
39,657
11,761
2,388
51,193
53,581
15,601
37,980
1987201135 years
Atria EncinitasEncinitasCA
5,880
9,212
2,408
5,945
11,555
17,500
3,400
14,100
1984201135 years
Atria North EscondidoEscondidoCA
1,196
7,155
522
1,215
7,658
8,873
1,628
7,245
2002201435 years
Atria Grass ValleyGrass ValleyCA10,986
1,965
28,414
1,073
2,020
29,432
31,452
6,359
25,093
2000201335 years
Atria Golden CreekIrvineCA
6,900
23,544
2,172
6,930
25,686
32,616
7,308
25,308
1985201135 years
Atria Park of LafayetteLafayetteCA18,532
5,679
56,922
1,747
6,238
58,110
64,348
11,564
52,784
2007201335 years
Atria Del SolMission ViejoCA
3,500
12,458
8,633
3,781
20,810
24,591
7,116
17,475
1985201135 years
Atria Newport PlazaNewport BeachCA
4,534
32,912
307
4,545
33,208
37,753
1,122
36,631
1989201735 years
Atria Tamalpais CreekNovatoCA
5,812
24,703
914
5,831
25,598
31,429
6,918
24,511
1978201135 years
Atria Park of Pacific PalisadesPacific PalisadesCA
4,458
17,064
1,796
4,489
18,829
23,318
7,259
16,059
2001200735 years
Atria Palm DesertPalm DesertCA
2,887
9,843
1,348
3,127
10,951
14,078
5,269
8,809
1988201135 years
Atria HaciendaPalm DesertCA
6,680
85,900
3,433
6,876
89,137
96,013
22,407
73,606
1989201135 years
Atria ParadiseParadiseCA
2,265
28,262
(22,643)1,995
5,889
7,884
6,203
1,681
1999201335 years
Atria Del ReyRancho CucamongaCA
3,290
17,427
5,749
3,477
22,989
26,466
8,341
18,125
1987201135 years
Atria RocklinRocklinCA18,789
4,427
52,064
1,221
4,473
53,239
57,712
7,335
50,377
2001201535 years
Atria La JollaSan DiegoCA
8,210
46,315
(1,675)8,212
44,638
52,850
1,519
51,331
1984201735 years
Atria PenasquitosSan DiegoCA
2,649
24,067
2,202
2,649
26,269
28,918
870
28,048
1991201735 years
Atria CollwoodSan DiegoCA
290
10,650
1,259
347
11,852
12,199
3,693
8,506
1976201135 years
Atria Rancho ParkSan DimasCA
4,066
14,306
1,870
4,625
15,617
20,242
5,226
15,016
1975201135 years
Atria Willow GlenSan JoseCA
8,521
43,168
3,123
8,602
46,210
54,812
11,148
43,664
1976201135 years
Atria San JuanSan Juan CapistranoCA
5,110
29,436
8,645
5,336
37,855
43,191
13,793
29,398
1985201135 years
Atria HillsdaleSan MateoCA
5,240
15,956
10,950
5,253
26,893
32,146
4,698
27,448
1986201135 years
Atria Santa ClaritaSanta ClaritaCA
3,880
38,366
1,221
3,890
39,577
43,467
5,560
37,907
2001201535 years
Atria SunnyvaleSunnyvaleCA
6,120
30,068
5,141
6,236
35,093
41,329
10,004
31,325
1977201135 years
Atria Park of TarzanaTarzanaCA
960
47,547
5,958
5,861
48,604
54,465
9,525
44,940
2008201335 years
Atria Park of Vintage HillsTemeculaCA
4,674
44,341
2,402
4,879
46,538
51,417
10,145
41,272
2000201335 years
Atria Park of Grand OaksThousand OaksCA
5,994
50,309
1,130
6,055
51,378
57,433
10,807
46,626
2002201335 years
Atria HillcrestThousand OaksCA
6,020
25,635
10,256
6,624
35,287
41,911
13,087
28,824
1987201135 years
Atria Walnut CreekWalnut CreekCA
6,910
15,797
17,372
7,635
32,444
40,079
12,655
27,424
1978201135 years
Atria Valley ViewWalnut CreekCA
7,139
53,914
2,923
7,175
56,801
63,976
21,921
42,055
1977201135 years
Atria LongmontLongmontCO
2,807
24,877
1,300
2,852
26,132
28,984
6,052
22,932
2009201235 years
Atria DarienDarienCT
653
37,587
11,829
1,156
48,913
50,069
13,389
36,680
1997201135 years
Atria Larson PlaceHamdenCT
1,850
16,098
2,229
1,885
18,292
20,177
5,341
14,836
1999201135 years
Atria Greenridge PlaceRocky HillCT
2,170
32,553
2,500
2,392
34,831
37,223
8,970
28,253
1998201135 years
Atria StamfordStamfordCT
1,200
62,432
19,320
1,487
81,465
82,952
18,323
64,629
1975201135 years
Atria StratfordStratfordCT
3,210
27,865
2,043
3,210
29,908
33,118
8,338
24,780
1999201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria Crossroads PlaceWaterfordCT
2,401
36,495
7,855
2,577
44,174
46,751
13,040
33,711
2000201135 years
Atria Hamilton HeightsWest HartfordCT
3,120
14,674
3,691
3,163
18,322
21,485
6,337
15,148
1904201135 years
Atria Windsor WoodsHudsonFL
1,610
32,432
3,107
1,687
35,462
37,149
9,895
27,254
1988201135 years
Atria Park of Baypoint VillageHudsonFL
2,083
28,841
9,481
2,352
38,053
40,405
11,681
28,724
1986201135 years
Atria Park of San PabloJacksonvilleFL
1,620
14,920
1,185
1,660
16,065
17,725
4,339
13,386
1999201135 years
Atria Park of St. Joseph'sJupiterFL
5,520
30,720
1,814
5,561
32,493
38,054
6,977
31,077
2007201335 years
Atria Lady LakeLady LakeFL
3,752
26,265
1,161
3,768
27,410
31,178
3,735
27,443
2010201535 years
Atria Park of Lake ForestSanfordFL
3,589
32,586
4,639
4,096
36,718
40,814
9,751
31,063
2002201135 years
Atria Evergreen WoodsSpring HillFL
2,370
28,371
4,879
2,554
33,066
35,620
10,181
25,439
1981201135 years
Atria North PointAlpharettaGA39,416
4,830
78,318
2,684
4,868
80,964
85,832
14,069
71,763
2007201435 years
Atria BuckheadAtlantaGA
3,660
5,274
1,359
3,688
6,605
10,293
2,410
7,883
1996201135 years
Atria MabletonAustellGA
1,911
18,879
630
1,946
19,474
21,420
4,154
17,266
2000201335 years
Atria Park of TuckerTuckerGA
1,103
20,679
738
1,120
21,400
22,520
4,568
17,952
2000201335 years
Atria Park of Glen EllynGlen EllynIL
2,455
34,064
3,401
2,740
37,180
39,920
13,475
26,445
2000200735 years
Atria NewburghNewburghIN
1,150
22,880
1,393
1,150
24,273
25,423
6,101
19,322
1998201135 years
Atria Hearthstone EastTopekaKS
1,150
20,544
1,473
1,241
21,926
23,167
6,064
17,103
1998201135 years
Atria Hearthstone WestTopekaKS
1,230
28,379
2,337
1,267
30,679
31,946
8,957
22,989
1987201135 years
Atria Highland CrossingCovingtonKY
1,677
14,393
1,534
1,689
15,915
17,604
5,147
12,457
1988201135 years
Atria Summit HillsCrestview HillsKY
1,780
15,769
1,024
1,812
16,761
18,573
4,851
13,722
1998201135 years
Atria ElizabethtownElizabethtownKY
850
12,510
777
869
13,268
14,137
3,645
10,492
1996201135 years
Atria St. MatthewsLouisvilleKY
939
9,274
1,288
953
10,548
11,501
3,806
7,695
1998201135 years
Atria Stony BrookLouisvilleKY
1,860
17,561
1,242
1,953
18,710
20,663
5,281
15,382
1999201135 years
Atria SpringdaleLouisvilleKY
1,410
16,702
1,404
1,410
18,106
19,516
5,092
14,424
1999201135 years
Atria Marland PlaceAndoverMA
1,831
34,592
19,500
1,996
53,927
55,923
18,372
37,551
1996201135 years
Atria Longmeadow PlaceBurlingtonMA
5,310
58,021
1,970
5,387
59,914
65,301
14,615
50,686
1998201135 years
Atria FairhavenFairhavenMA
1,100
16,093
1,006
1,157
17,042
18,199
4,436
13,763
1999201135 years
Atria Woodbriar PlaceFalmouthMA
4,630
27,314
5,676
6,433
31,187
37,620
7,666
29,954
2013201335 years
Atria Woodbriar ParkFalmouthMA
1,970
43,693
21,453
2,699
64,417
67,116
16,113
51,003
1975201135 years
Atria Draper PlaceHopedaleMA
1,140
17,794
1,748
1,234
19,448
20,682
5,293
15,389
1998201135 years
Atria Merrimack PlaceNewburyportMA
2,774
40,645
6,429
4,319
45,529
49,848
10,342
39,506
2000201135 years
Atria Marina PlaceQuincyMA
2,590
33,899
1,973
2,755
35,707
38,462
9,315
29,147
1999201135 years
Riverheights TerraceBrandonMB
799
27,708
(2,817)682
25,008
25,690
4,181
21,509
2001201435 years
Amber MeadowWinnipegMB
3,047
17,821
(1,551)2,598
16,719
19,317
3,321
15,996
2000201435 years
The WesthavenWinnipegMB
871
23,162
(2,582)757
20,694
21,451
3,600
17,851
1988201435 years
Atria ManresaAnnapolisMD
4,193
19,000
1,890
4,465
20,618
25,083
5,821
19,262
1920201135 years
Atria SalisburySalisburyMD
1,940
24,500
973
1,959
25,454
27,413
6,369
21,044
1995201135 years
Atria KennebunkKennebunkME
1,090
23,496
1,471
1,138
24,919
26,057
6,687
19,370
1998201135 years
Atria Park of Ann ArborAnn ArborMI
1,703
15,857
2,143
1,806
17,897
19,703
7,118
12,585
2001200735 years
Atria KinghavenRiverviewMI
1,440
26,260
2,386
1,598
28,488
30,086
8,017
22,069
1987201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Ste. Anne's CourtFrederictonNB
1,221
29,626
(3,414)1,046
26,387
27,433
4,401
23,032
2002201435 years
Chateau de ChamplainSt. JohnNB
796
24,577
(2,240)694
22,439
23,133
3,906
19,227
2002201435 years
Atria Southpoint WalkDurhamNC15,557
2,130
25,920
1,239
2,135
27,154
29,289
5,963
23,326
2009201335 years
Atria OakridgeRaleighNC14,430
1,482
28,838
1,467
1,519
30,268
31,787
6,633
25,154
2009201335 years
Atria CranfordCranfordNJ280
8,260
61,411
5,385
8,406
66,650
75,056
17,995
57,061
1993201135 years
Atria Tinton FallsTinton FallsNJ
6,580
13,258
1,741
6,762
14,817
21,579
4,927
16,652
1999201135 years
Atria SevilleLas VegasNV

796
1,598
11
2,383
2,394
1,663
731
1999201135 years
Atria Summit RidgeRenoNV
4
407
649
20
1,040
1,060
832
228
1997201135 years
Atria ShakerAlbanyNY
1,520
29,667
1,585
1,626
31,146
32,772
8,054
24,718
1997201135 years
Atria CrossgateAlbanyNY
1,080
20,599
1,217
1,100
21,796
22,896
5,999
16,897
1980201135 years
Atria WoodlandsArdsleyNY44,962
7,660
65,581
3,037
7,718
68,560
76,278
17,656
58,622
2005201135 years
Atria Bay ShoreBay ShoreNY15,275
4,440
31,983
2,586
4,453
34,556
39,009
9,152
29,857
1900201135 years
Atria Briarcliff ManorBriarcliff ManorNY
6,560
33,885
2,160
6,725
35,880
42,605
9,984
32,621
1997201135 years
Atria RiverdaleBronxNY
1,020
24,149
15,297
1,084
39,382
40,466
13,154
27,312
1999201135 years
Atria Delmar PlaceDelmarNY
1,201
24,850
956
1,223
25,784
27,007
4,690
22,317
2004201335 years
Atria East NorthportEast NorthportNY
9,960
34,467
19,754
10,250
53,931
64,181
14,151
50,030
1996201135 years
Atria Glen CoveGlen CoveNY
2,035
25,190
1,295
2,063
26,457
28,520
13,083
15,437
1997201135 years
Atria Great NeckGreat NeckNY
3,390
54,051
27,092
3,472
81,061
84,533
14,953
69,580
1998201135 years
Atria Cutter MillGreat NeckNY
2,750
47,919
3,286
2,761
51,194
53,955
12,669
41,286
1999201135 years
Atria HuntingtonHuntington StationBayside
8,190
1,169
2,627
8,232
3,754
11,986
2,465
9,521
1987201135 years
Atria Hertlin PlaceLake RonkonkomaNY
7,886
16,391
2,222
7,886
18,613
26,499
4,534
21,965
2002201235 years
Atria LynbrookLynbrookNY
3,145
5,489
2,070
3,176
7,528
10,704
2,628
8,076
1996201135 years
Atria TanglewoodLynbrookNY23,590
4,120
37,348
1,207
4,145
38,530
42,675
9,627
33,048
2005201135 years
Atria West 86New YorkNY
80
73,685
7,115
167
80,713
80,880
21,453
59,427
1998201135 years
Atria on the HudsonOssiningNY
8,123
63,089
4,698
8,212
67,698
75,910
18,710
57,200
1972201135 years
Atria PenfieldPenfieldNY
620
22,036
1,133
723
23,066
23,789
6,145
17,644
1972201135 years
Atria PlainviewPlainviewNY
2,480
16,060
1,913
2,630
17,823
20,453
5,124
15,329
2000201135 years
Atria Rye BrookPort ChesterNY
9,660
74,936
2,416
9,744
77,268
87,012
19,326
67,686
2004201135 years
Atria Kew GardensQueensNY
3,051
66,013
8,846
3,079
74,831
77,910
19,155
58,755
1999201135 years
Atria Forest HillsQueensNY
2,050
16,680
1,924
2,074
18,580
20,654
5,034
15,620
2001201135 years
Atria GreeceRochesterNY
410
14,967
1,122
639
15,860
16,499
4,464
12,035
1970201135 years
Atria on Roslyn HarborRoslynNY65,000
12,909
72,720
2,512
12,974
75,167
88,141
18,778
69,363
2006201135 years
Atria GuilderlandSlingerlandsNY
1,170
22,414
814
1,171
23,227
24,398
5,980
18,418
1950201135 years
Atria South SetauketSouth SetauketNY
8,450
14,534
1,781
8,835
15,930
24,765
6,113
18,652
1967201135 years
The Court at BrooklinBrooklinON
2,515
35,602
(3,914)2,164
32,039
34,203
5,066
29,137
2004201435 years
Burlington GardensBurlingtonON
7,560
50,744
(7,715)6,464
44,125
50,589
6,808
43,781
2008201435 years
The Court at RushdaleHamiltonON
1,799
34,633
(4,015)1,533
30,884
32,417
4,978
27,439
2004201435 years
Kingsdale ChateauKingstonON
2,221
36,272
(4,177)1,910
32,406
34,316
5,212
29,104
2000201435 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Crystal View LodgeNepeanON
1,587
37,243
(4,033)1,554
33,243
34,797
5,309
29,488
2000201435 years
The Court at BarrhavenNepeanON
1,778
33,922
(3,762)1,554
30,384
31,938
5,043
26,895
2004201435 years
Stamford EstatesNiagara FallsON
1,414
29,439
(3,924)1,205
25,724
26,929
4,279
22,650
2005201435 years
Sherbrooke HeightsPeterboroughON
2,485
33,747
(3,793)2,126
30,313
32,439
5,035
27,404
2001201435 years
Anchor PointeSt. CatharinesON
8,214
24,056
(3,768)7,003
21,499
28,502
3,984
24,518
2000201435 years
The Court at Pringle CreekWhitbyON
2,965
39,206
(5,169)2,586
34,416
37,002
5,567
31,435
2002201435 years
Atria BethlehemBethlehemPA
2,479
22,870
1,043
2,496
23,896
26,392
6,727
19,665
1998201135 years
Atria Center CityPhiladelphiaPA
3,460
18,291
18,732
3,535
36,948
40,483
7,879
32,604
1964201135 years
Atria South HillsPittsburghPA
880
10,884
876
913
11,727
12,640
3,655
8,985
1998201135 years
La Residence StegerSaint-LaurentQC
1,995
10,926
(116)1,742
11,063
12,805
2,433
10,372
1999201435 years
Atria Bay Spring VillageBarringtonRI
2,000
33,400
2,796
2,080
36,116
38,196
10,455
27,741
2000201135 years
Atria HarborhillEast GreenwichRI
2,089
21,702
1,744
2,183
23,352
25,535
6,436
19,099
1835201135 years
Atria Lincoln PlaceLincolnRI
1,440
12,686
1,257
1,475
13,908
15,383
4,308
11,075
2000201135 years
Atria Aquidneck PlacePortsmouthRI
2,810
31,623
1,111
2,814
32,730
35,544
8,067
27,477
1999201135 years
Atria Forest LakeColumbiaSC
670
13,946
963
691
14,888
15,579
3,968
11,611
1999201135 years
Primrose ChateauSaskatoonSK
2,611
32,729
(3,683)2,290
29,367
31,657
4,761
26,896
1996201435 years
Mulberry EstatesMoose JawSK
2,173
31,791
(3,786)1,943
28,235
30,178
4,681
25,497
2003201435 years
Queen Victoria EstatesReginaSK
3,018
34,109
(4,178)2,572
30,377
32,949
4,920
28,029
2000201435 years
Atria Weston PlaceKnoxvilleTN
793
7,961
1,222
969
9,007
9,976
2,827
7,149
1993201135 years
Atria at the ArboretumAustinTX
8,280
61,764
3,010
8,377
64,677
73,054
13,609
59,445
2009201235 years
Atria CarrolltonCarrolltonTX5,902
360
20,465
1,537
370
21,992
22,362
6,045
16,317
1998201135 years
Atria GrapevineGrapevineTX
2,070
23,104
1,129
2,092
24,211
26,303
6,334
19,969
1999201135 years
Atria WestchaseHoustonTX
2,318
22,278
1,235
2,347
23,484
25,831
6,424
19,407
1999201135 years
Atria Cinco RanchKatyTX
3,171
73,287
1,454
3,201
74,711
77,912
9,548
68,364
2010201535 years
Atria KingwoodKingwoodTX
1,170
4,518
802
1,192
5,298
6,490
1,877
4,613
1998201135 years
Atria at HometownNorth Richland HillsTX
1,932
30,382
2,028
1,963
32,379
34,342
7,214
27,128
2007201335 years
Atria Canyon CreekPlanoTX
3,110
45,999
2,903
3,148
48,864
52,012
10,555
41,457
2009201335 years
Atria RichardsonRichardsonTX
1,590
23,662
1,315
1,600
24,967
26,567
6,451
20,116
1998201135 years
Atria CypresswoodSpringTX
880
9,192
283
897
9,458
10,355
2,651
7,704
1996201135 years
Atria Sugar LandSugar LandTX
970
17,542
971
980
18,503
19,483
4,970
14,513
1999201135 years
Atria CopelandTylerTX
1,879
17,901
2,041
1,888
19,933
21,821
5,286
16,535
1997201135 years
Atria Willow ParkTylerTX
920
31,271
1,412
982
32,621
33,603
8,915
24,688
1985201135 years
Atria Virginia BeachVirginia BeachVA
1,749
33,004
981
1,754
33,980
35,734
9,001
26,733
1998201135 years
AmberwoodPort RicheyFL
1,320


1,320

1,320

1,320
N/A2011N/A
Atria Development & Construction Fees  

409


409
409

409
CIPCIPCIP
TOTAL FOR ATRIA SENIORS HOUSING COMMUNITIES  290,369
534,811
4,846,956
381,575
546,533
5,216,809
5,763,342
1,270,360
4,492,982
   
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
OTHER SENIORS HOUSING COMMUNITIES              
Elmcroft of Grayson ValleyBirminghamAL
1,040
19,145
754
1,046
19,893
20,939
4,823
16,116
2000201135 years
Elmcroft of Byrd SpringsHunstvilleAL
1,720
11,270
1,029
1,723
12,296
14,019
3,205
10,814
1999201135 years
Elmcroft of Heritage WoodsMobileAL
1,020
10,241
792
1,025
11,028
12,053
2,928
9,125
2000201135 years
Elmcroft of HalcyonMontgomeryAL
220
5,476
333
259
5,770
6,029
1,954
4,075
1999200635 years
Rosewood ManorScottsboroAL
680
4,038

680
4,038
4,718
966
3,752
1998201135 years
West ShoresHot SpringsAR
1,326
10,904
1,825
1,326
12,729
14,055
4,351
9,704
1988200535 years
Elmcroft of MaumelleMaumelleAR
1,252
7,601
347
1,258
7,942
9,200
2,700
6,500
1997200635 years
Elmcroft of Mountain HomeMountain HomeAR
204
8,971
372
204
9,343
9,547
3,183
6,364
1997200635 years
Elmcroft of SherwoodSherwoodAR
1,320
5,693
407
1,320
6,100
7,420
2,051
5,369
1997200635 years
Chandler Memory Care CommunityChandlerAZ
2,910
8,882
184
3,094
8,882
11,976
2,155
9,821
2012201235 years
Silver Creek Inn Memory Care CommunityGilbertAZ
890
5,918

890
5,918
6,808
1,322
5,486
2012201235 years
Prestige Assisted Living at Green ValleyGreen ValleyAZ
1,227
13,977

1,227
13,977
15,204
1,910
13,294
1998201435 years
Prestige Assisted Living at Lake Havasu CityLake HavasuAZ
594
14,792

594
14,792
15,386
2,009
13,377
1999201435 years
Lakeview TerraceLake Havasu CityAZ
706
7,810
109
706
7,919
8,625
1,143
7,482
2009201535 years
Arbor RoseMesaAZ
1,100
11,880
2,434
1,100
14,314
15,414
4,832
10,582
1999201135 years
The StratfordPhoenixAZ
1,931
33,576
22
1,931
33,598
35,529
4,573
30,956
2001201435 years
Amber Creek Inn Memory CareScottsdaleAZ
2,310
6,322
677
2,185
7,124
9,309
766
8,543
1986201135 years
Prestige Assisted Living at Sierra VistaSierra VistaAZ
295
13,224

295
13,224
13,519
1,792
11,727
1999201435 years
The Woodmark at Sun CitySun CityAZ
964
35,093
706
1,071
35,692
36,763
4,584
32,179
2000201535 years
Rock Creek Memory Care CommunitySurpriseAZ10,057
826
16,353
3
826
16,356
17,182
585
16,597
2017201735 years
Elmcroft of TempeTempeAZ
1,090
12,942
1,290
1,098
14,224
15,322
3,690
11,632
1999201135 years
Elmcroft of River CentreTucsonAZ
1,940
5,195
1,068
1,940
6,263
8,203
1,840
6,363
1999201135 years
Sierra Ridge Memory CareAuburnCA
681
6,071

681
6,071
6,752
841
5,911
2011201435 years
Careage BanningBanningCA
2,970
16,037

2,970
16,037
19,007
4,058
14,949
2004201135 years
Las Villas Del CarlsbadCarlsbadCA
1,760
30,469
961
1,760
31,430
33,190
10,765
22,425
1987200635 years
Prestige Assisted Living at ChicoChicoCA
1,069
14,929

1,069
14,929
15,998
2,036
13,962
1998201435 years
Villa BonitaChula VistaCA
1,610
9,169

1,610
9,169
10,779
2,416
8,363
1989201135 years
The Meadows Senior LivingElk GroveCA
1,308
19,667

1,308
19,667
20,975
2,676
18,299
2003201435 years
Las Villas Del NorteEscondidoCA
2,791
32,632
1,113
2,809
33,727
36,536
11,524
25,012
1986200635 years
Alder Bay Assisted LivingEurekaCA
1,170
5,228
(70)1,170
5,158
6,328
1,386
4,942
1997201135 years
CedarbrookFresnoCA
1,652
12,613

1,652
12,613
14,265
777
13,488
2014201735 years
Elmcroft of La MesaLa MesaCA
2,431
6,101
92
2,431
6,193
8,624
2,136
6,488
1997200635 years
Grossmont GardensLa MesaCA
9,104
59,349
2,246
9,115
61,584
70,699
20,992
49,707
1964200635 years
Palms, TheLa MiradaCA
2,700
43,919

2,700
43,919
46,619
7,664
38,955
1990201335 years






 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Prestige Assisted Living at LancasterLancasterCA
718
10,459

718
10,459
11,177
1,426
9,751
1999201435 years
Prestige Assisted Living at MarysvilleMarysvilleCA
741
7,467

741
7,467
8,208
1,023
7,185
1999201435 years
Mountview Retirement ResidenceMontroseCA
1,089
15,449
622
1,089
16,071
17,160
5,450
11,710
1974200635 years
Redwood RetirementNapaCA
2,798
12,639

2,798
12,639
15,437
2,252
13,185
1986201335 years
Prestige Assisted Living at OrovilleOrovilleCA
638
8,079

638
8,079
8,717
1,103
7,614
1999201435 years
Valencia CommonsRancho CucamongaCA
1,439
36,363

1,439
36,363
37,802
6,327
31,475
2002201335 years
Mission HillsRancho MirageCA
6,800
3,637

6,800
3,637
10,437
1,443
8,994
1999201135 years
Shasta EstatesReddingCA
1,180
23,463

1,180
23,463
24,643
4,088
20,555
2009201335 years
The VistasReddingCA
1,290
22,033

1,290
22,033
23,323
5,224
18,099
2007201135 years
Elmcroft of Point LomaSan DiegoCA
2,117
6,865
(1,928)6
7,048
7,054
2,420
4,634
1999200635 years
Regency of Evergreen ValleySan JoseCA
2,700
7,994

2,700
7,994
10,694
2,527
8,167
1998201135 years
Villa del ObispoSan Juan CapistranoCA
2,660
9,560
156
2,660
9,716
12,376
2,447
9,929
1985201135 years
Villa Santa BarbaraSanta BarbaraCA
1,219
12,426
5,325
1,219
17,751
18,970
5,061
13,909
1977200535 years
Skyline Place Senior LivingSonoraCA
1,815
28,472

1,815
28,472
30,287
3,893
26,394
1996201435 years
Oak Terrace Memory CareSoulsbyvilleCA
1,146
5,275

1,146
5,275
6,421
743
5,678
1999201435 years
Eagle Lake VillageSusanvilleCA
1,165
6,719

1,165
6,719
7,884
1,392
6,492
2006201235 years
Bonaventure, TheVenturaCA
5,294
32,747

5,294
32,747
38,041
5,790
32,251
2005201335 years
Sterling InnVictorvilleCA12,558
733
18,564
2,521
733
21,085
21,818
1,102
20,716
1992201735 years
Sterling CommonsVictorvilleCA5,850
768
13,124

768
13,124
13,892
781
13,111
1994201735 years
Prestige Assisted Living at VisaliaVisaliaCA
1,300
8,378

1,300
8,378
9,678
1,156
8,522
1998201435 years
Westminster TerraceWestminsterCA
1,700
11,514
22
1,700
11,536
13,236
2,738
10,498
2001201135 years
Highland TrailBroomfieldCO
2,511
26,431

2,511
26,431
28,942
4,632
24,310
2009201335 years
Caley RidgeEnglewoodCO
1,157
13,133

1,157
13,133
14,290
2,721
11,569
1999201235 years
Garden Square at WestlakeGreeleyCO
630
8,211

630
8,211
8,841
2,027
6,814
1998201135 years
Garden Square of GreeleyGreeleyCO
330
2,735

330
2,735
3,065
686
2,379
1995201135 years
Lakewood EstatesLakewoodCO
1,306
21,137

1,306
21,137
22,443
3,689
18,754
1988201335 years
Sugar Valley EstatesLovelandCO
1,255
21,837

1,255
21,837
23,092
3,808
19,284
2009201335 years
Devonshire AcresSterlingCO
950
13,569
(2,922)965
10,632
11,597
2,714
8,883
1979201135 years
The Hearth at GardensideBranfordCT
7,000
31,518

7,000
31,518
38,518
7,470
31,048
1999201135 years
The Hearth at Tuxis PondMadisonCT
1,610
44,322

1,610
44,322
45,932
10,077
35,855
2002201135 years
White OaksManchesterCT
2,584
34,507

2,584
34,507
37,091
6,032
31,059
2007201335 years
Willows Care HomeRomfordUK
4,695
6,983
(1,568)4,065
6,045
10,110
837
9,273
1986201540 years
Cedars Care HomeSouthend-on-SeaUK
2,649
4,925
(1,017)2,293
4,264
6,557
608
5,949
2014201540 years
Hampton Manor BelleviewBelleviewFL
390
8,337
62
390
8,399
8,789
2,026
6,763
1988201135 years
Sabal HouseCantonmentFL
430
5,902

430
5,902
6,332
1,411
4,921
1999201135 years
Bristol Park of Coral SpringsCoral SpringsFL
3,280
11,877
2,223
3,280
14,100
17,380
3,030
14,350
1999201135 years
Stanley HouseDefuniak SpringsFL
410
5,659

410
5,659
6,069
1,351
4,718
1999201135 years
The PeninsulaHollywoodFL
3,660
9,122
1,416
3,660
10,538
14,198
2,679
11,519
1972201135 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Elmcroft of Timberlin ParcJacksonvilleFL
455
5,905
456
455
6,361
6,816
2,132
4,684
1998200635 years
Forsyth HouseMiltonFL
610
6,503

610
6,503
7,113
1,539
5,574
1999201135 years
Princeton Village of LargoLargoFL
1,718
10,438
227
1,718
10,665
12,383
1,821
10,562
1992201535 years
Barrington Terrace of Ft. MyersFort MyersFL
2,105
18,190
1,089
2,110
19,274
21,384
2,999
18,385
2001201535 years
Barrington Terrace of NaplesNaplesFL
2,596
18,716
1,101
2,610
19,803
22,413
2,898
19,515
2004201535 years
The Carlisle NaplesNaplesFL
8,406
78,091

8,406
78,091
86,497
17,966
68,531
1998201135 years
Naples ALZ DevelopmentNaplesFL
2,983


2,983

2,983

2,983
CIPCIPCIP
Hampton Manor at 24th RoadOcalaFL
690
8,767
77
690
8,844
9,534
2,071
7,463
1996201135 years
Hampton Manor at DeerwoodOcalaFL
790
5,605
3,769
983
9,181
10,164
1,836
8,328
2005201135 years
Las PalmasPalm CoastFL
984
30,009

984
30,009
30,993
5,217
25,776
2009201335 years
Princeton Village of Palm CoastPalm CoastFL
1,958
24,525
180
1,958
24,705
26,663
3,476
23,187
2007201535 years
Outlook Pointe at PensacolaPensacolaFL
2,230
2,362
154
2,230
2,516
4,746
893
3,853
1999201135 years
Magnolia HouseQuincyFL
400
5,190

400
5,190
5,590
1,258
4,332
1999201135 years
Outlook Pointe at TallahasseeTallahasseeFL
2,430
17,745
523
2,430
18,268
20,698
4,469
16,229
1999201135 years
Magnolia PlaceTallahasseeFL
640
8,013
98
640
8,111
8,751
1,866
6,885
1999201135 years
Bristol Park of TamaracTamaracFL
3,920
14,130
1,969
3,920
16,099
20,019
3,498
16,521
2000201135 years
Elmcroft of CarrolwoodTampaFL
5,410
20,944
1,454
5,415
22,393
27,808
5,468
22,340
2001201135 years
Arbor Terrace of AthensAthensGA
1,767
16,442
569
1,777
17,001
18,778
2,417
16,361
1998201535 years
Arbor Terrace at CascadeAtlantaGA
3,052
9,040
878
3,057
9,913
12,970
2,007
10,963
1999201535 years
Augusta GardensAugustaGA
530
10,262
308
543
10,557
11,100
2,588
8,512
1997201135 years
Benton House of CovingtonCovingtonGA7,443
1,297
11,397
277
1,297
11,674
12,971
1,744
11,227
2009201535 years
Arbor Terrace of DecaturDecaturGA
3,102
19,599
(814)1,298
20,589
21,887
2,839
19,048
1990201535 years
Benton House of DouglasvilleDouglasvilleGA
1,697
15,542
112
1,697
15,654
17,351
2,260
15,091
2010201535 years
Elmcroft of MartinezMartinezGA
408
6,764
338
408
7,102
7,510
2,277
5,233
1997200735 years
Benton House of NewnanNewnanGA
1,474
17,487
238
1,474
17,725
19,199
2,495
16,704
2010201535 years
Elmcroft of RoswellRoswellGA
1,867
15,835
339
1,867
16,174
18,041
2,185
15,856
1997201435 years
Benton Village of StockbridgeStockbridgeGA
2,221
21,989
629
2,231
22,608
24,839
3,310
21,529
2008201535 years
Benton House of Sugar HillSugar HillGA
2,173
14,937
144
2,174
15,080
17,254
2,296
14,958
2010201535 years
Mayflower Care HomeNorthfleetUK
4,330
7,519
(1,590)3,749
6,510
10,259
919
9,340
2012201540 years
Villas of St. James - Breese, ILBreeseIL
671
6,849

671
6,849
7,520
1,144
6,376
2009201535 years
Villas of Holly Brook - Chatham, ILChathamIL
1,185
8,910

1,185
8,910
10,095
1,531
8,564
2012201535 years
Villas of Holly Brook - Effingham, ILEffinghamIL
508
6,624

508
6,624
7,132
1,075
6,057
2011201535 years
Villas of Holly Brook - Herrin, ILHerrinIL
2,175
9,605

2,175
9,605
11,780
1,901
9,879
2012201535 years
Villas of Holly Brook - Marshall, ILMarshallIL
1,461
4,881

1,461
4,881
6,342
1,124
5,218
2012201535 years
Villas of Holly Brook - Newton, ILNewtonIL
458
4,590

458
4,590
5,048
827
4,221
2011201535 years
Rochester Senior Living at WyndcrestRochesterIL
570
6,536
142
570
6,678
7,248
1,077
6,171
2005201535 years
Villas of Holly Brook, Shelbyville, ILShelbyvilleIL
2,292
3,351

2,292
3,351
5,643
1,236
4,407
2011201535 years
Elmcroft of MuncieMuncieIN
244
11,218
538
277
11,723
12,000
3,773
8,227
1998200735 years
Wood RidgeSouth BendIN
590
4,850
(35)590
4,815
5,405
1,195
4,210
1990201135 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Maples Care HomeBexleyheathUK
5,042
7,525
(1,688)4,365
6,514
10,879
910
9,969
2007201540 years
Barty House Nursing HomeMaidstoneUK
3,769
3,089
(920)3,263
2,675
5,938
516
5,422
2013201540 years
Tunbridge Wells Care CentreTunbridge WellsUK
4,323
5,869
(1,368)3,743
5,081
8,824
752
8,072
2010201540 years
Elmcroft of Florence (KY)FlorenceKY
1,535
21,826
512
1,535
22,338
23,873
2,998
20,875
2010201435 years
Hartland HillsLexingtonKY
1,468
23,929

1,468
23,929
25,397
4,175
21,222
2001201335 years
Elmcroft of Mount WashingtonMount WashingtonKY
758
12,048
463
758
12,511
13,269
1,683
11,586
2005201435 years
Heathlands Care HomeChingfordUK
5,398
7,967
(1,795)4,673
6,897
11,570
983
10,587
1980201540 years
Heritage WoodsAgawamMA
1,249
4,625

1,249
4,625
5,874
2,542
3,332
1997200430 years
Devonshire EstatesLenoxMA
1,832
31,124

1,832
31,124
32,956
5,429
27,527
1998201335 years
Outlook Pointe at HagerstownHagerstownMD
2,010
1,293
296
2,010
1,589
3,599
629
2,970
1999201135 years
Clover HealthcareAuburnME
1,400
26,895
876
1,400
27,771
29,171
6,919
22,252
1982201135 years
Gorham HouseGorhamME
1,360
33,147
1,472
1,527
34,452
35,979
7,841
28,138
1990201135 years
Kittery EstatesKitteryME
1,531
30,811

1,531
30,811
32,342
5,368
26,974
2009201335 years
Woods at CancoPortlandME
1,441
45,578

1,441
45,578
47,019
7,922
39,097
2000201335 years
Sentry Inn at York HarborYork HarborME
3,490
19,869

3,490
19,869
23,359
4,643
18,716
2000201135 years
Elmcroft of DownriverBrownstown Charter TownshipMI
320
32,652
1,055
371
33,656
34,027
7,756
26,271
2000201135 years
Independence Village of East LansingEast LansingMI
1,956
18,122
398
1,956
18,520
20,476
3,711
16,765
1989201235 years
Primrose AustinAustinMN
2,540
11,707
443
2,540
12,150
14,690
2,760
11,930
2002201135 years
Primrose DuluthDuluthMN
6,190
8,296
257
6,245
8,498
14,743
2,193
12,550
2003201135 years
Primrose MankatoMankatoMN
1,860
8,920
352
1,860
9,272
11,132
2,314
8,818
1999201135 years
Lodge at White BearWhite Bear LakeMN
732
24,999

732
24,999
25,731
4,344
21,387
2002201335 years
Assisted Living at the Meadowlands - O'Fallon, MOO'FallonMO
2,326
14,158

2,326
14,158
16,484
2,364
14,120
1999201535 years
Canyon Creek Inn Memory CareBillingsMT
420
11,217
7
420
11,224
11,644
2,539
9,105
2011201135 years
Spring Creek Inn Alzheimer's CommunityBozemanMT
1,345
16,877

1,345
16,877
18,222
1,034
17,188
2010201735 years
The Springs at MissoulaMissoulaMT16,217
1,975
34,390
1,826
1,975
36,216
38,191
7,176
31,015
2004201235 years
Carillon ALF of AsheboroAsheboroNC
680
15,370

680
15,370
16,050
3,550
12,500
1998201135 years
Arbor Terrace of AshevilleAshevilleNC
1,365
15,679
773
1,365
16,452
17,817
2,427
15,390
1998201535 years
Elmcroft of Little AvenueCharlotteNC
250
5,077
339
250
5,416
5,666
1,823
3,843
1997200635 years
Carillon ALF of Cramer MountainCramertonNC
530
18,225

530
18,225
18,755
4,232
14,523
1999201135 years
Carillon ALF of HarrisburgHarrisburgNC
1,660
15,130

1,660
15,130
16,790
3,506
13,284
1997201135 years
Carillon ALF of HendersonvilleHendersonvilleNC
2,210
7,372

2,210
7,372
9,582
1,889
7,693
2005201135 years
Carillon ALF of HillsboroughHillsboroughNC
1,450
19,754

1,450
19,754
21,204
4,534
16,670
2005201135 years
Willow GroveMatthewsNC
763
27,544

763
27,544
28,307
4,785
23,522
2009201335 years
Carillon ALF of NewtonNewtonNC
540
14,935

540
14,935
15,475
3,449
12,026
2000201135 years
Independence Village of Olde RaleighRaleighNC
1,989
18,648

1,989
18,648
20,637
3,749
16,888
1991201235 years
Elmcroft of NorthridgeRaleighNC
184
3,592
1,231
207
4,800
5,007
1,357
3,650
1984200635 years
Carillon ALF of SalisburySalisburyNC
1,580
25,026

1,580
25,026
26,606
5,689
20,917
1999201135 years
Carillon ALF of ShelbyShelbyNC
660
15,471

660
15,471
16,131
3,586
12,545
2000201135 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Elmcroft of Southern PinesSouthern PinesNC
1,196
10,766
539
1,196
11,305
12,501
2,786
9,715
1998201035 years
Carillon ALF of SouthportSouthportNC
1,330
10,356

1,330
10,356
11,686
2,528
9,158
2005201135 years
Primrose BismarckBismarckND
1,210
9,768
255
1,210
10,023
11,233
2,375
8,858
1994201135 years
Wellington ALF - Minot NDMinotND
3,241
9,509

3,241
9,509
12,750
1,963
10,787
2005201535 years
Crown PointeOmahaNE
1,316
11,950
2,418
1,316
14,368
15,684
4,758
10,926
1985200535 years
Birch HeightsDerryNH
1,413
30,267

1,413
30,267
31,680
5,271
26,409
2009201335 years
Bear Canyon EstatesAlbuquerqueNM
1,879
36,223

1,879
36,223
38,102
6,313
31,789
1997201335 years
The Woodmark at UptownAlbuquerqueNM
2,439
33,276
720
2,471
33,964
36,435
4,780
31,655
2000201535 years
Elmcroft of QuintessenceAlbuquerqueNM
1,150
26,527
959
1,165
27,471
28,636
6,387
22,249
1998201135 years
Prestige Assisted Living at Mira LomaHendersonNV
1,279
12,558

1,279
12,558
13,837
1,161
12,676
1998201635 years
The AmberleighBuffaloNY
3,498
19,097
6,188
3,498
25,285
28,783
7,825
20,958
1988200535 years
Brookdale Battery Park CityNew YorkNY116,100
2,903
186,978

2,903
186,978
189,881
987
188,894
2000201835 years
The Hearth at Castle GardensVestalNY
1,830
20,312
2,230
1,885
22,487
24,372
6,541
17,831
1994201135 years
Elmcroft of LimaLimaOH
490
3,368
366
490
3,734
4,224
1,237
2,987
1998200635 years
Elmcroft of OntarioMansfieldOH
523
7,968
372
523
8,340
8,863
2,835
6,028
1998200635 years
Elmcroft of MedinaMedinaOH
661
9,788
562
661
10,350
11,011
3,499
7,512
1999200635 years
Elmcroft of Washington TownshipMiamisburgOH
1,235
12,611
580
1,235
13,191
14,426
4,484
9,942
1998200635 years
Elmcroft of Sagamore HillsSagamore HillsOH
980
12,604
730
980
13,334
14,314
4,509
9,805
2000200635 years
Elmcroft of LorainVermilionOH
500
15,461
1,058
557
16,462
17,019
4,166
12,853
2000201135 years
Gardens at Westlake Senior LivingWestlakeOH
2,401
20,640
328
2,403
20,966
23,369
3,186
20,183
1987201535 years
Elmcroft of XeniaXeniaOH
653
2,801
613
653
3,414
4,067
1,082
2,985
1999200635 years
Arbor House of MustangMustangOK
372
3,587

372
3,587
3,959
704
3,255
1999201235 years
Arbor House of NormanNormanOK
444
7,525

444
7,525
7,969
1,470
6,499
2000201235 years
Arbor House Reminisce CenterNormanOK
438
3,028

438
3,028
3,466
597
2,869
2004201235 years
Arbor House of Midwest CityOklahoma CityOK
544
9,133

544
9,133
9,677
1,784
7,893
2004201235 years
Mansion at WaterfordOklahoma CityOK
2,077
14,184

2,077
14,184
16,261
2,939
13,322
1999201235 years
Meadowbrook PlaceBaker CityOR
1,430
5,311

1,430
5,311
6,741
740
6,001
1965201435 years
Edgewood DownsBeavertonOR
2,356
15,476

2,356
15,476
17,832
2,733
15,099
1978201335 years
Princeton Village Assisted LivingClackamasOR2,564
1,126
10,283
87
1,126
10,370
11,496
1,534
9,962
1999201535 years
Bayside Terrace Assisted LivingCoos BayOR
498
2,795
519
498
3,314
3,812
499
3,313
2006201535 years
Ocean Ridge Assisted LivingCoos BayOR
2,681
10,941
23
2,681
10,964
13,645
1,969
11,676
2006201535 years
Avamere at HillsboroHillsboroOR
4,400
8,353
1,413
4,400
9,766
14,166
2,581
11,585
2000201135 years
The Springs at TanasbourneHillsboroOR32,534
4,689
55,035

4,689
55,035
59,724
11,924
47,800
2009201335 years
The Arbor at Avamere CourtKeizerOR
922
6,460
110
1,135
6,357
7,492
1,073
6,419
2012201435 years
Pelican PointeKlamath FallsOR11,377
943
26,237
166
943
26,403
27,346
3,597
23,749
2011201535 years
The StaffordLake OswegoOR
1,800
16,122
649
1,806
16,765
18,571
4,111
14,460
2008201135 years
The Springs at Clackamas WoodsMilwaukieOR14,502
1,264
22,429
3,001
1,338
25,356
26,694
4,598
22,096
1999201235 years
Clackamas Woods Assisted LivingMilwaukieOR7,809
681
12,077

681
12,077
12,758
2,476
10,282
1999201235 years
Pheasant Pointe Assisted LivingMolallaOR
904
7,433
242
904
7,675
8,579
980
7,599
1998201535 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Avamere at NewbergNewbergOR
1,320
4,664
641
1,342
5,283
6,625
1,550
5,075
1999201135 years
Avamere Living at Berry ParkOregon CityOR
1,910
4,249
2,316
1,910
6,565
8,475
1,941
6,534
1972201135 years
McLoughlin Place Senior LivingOregon CityOR
2,418
26,819

2,418
26,819
29,237
3,690
25,547
1997201435 years
Avamere at BethanyPortlandOR
3,150
16,740
257
3,150
16,997
20,147
4,146
16,001
2002201135 years
Cedar Village Assisted LivingSalemOR
868
12,652
19
868
12,671
13,539
1,571
11,968
1999201535 years
Redwood Heights Assisted LivingSalemOR
1,513
16,774
(175)1,513
16,599
18,112
2,085
16,027
1999201535 years
Avamere at SandySandyOR
1,000
7,309
345
1,000
7,654
8,654
2,030
6,624
1999201135 years
Suzanne Elise ALFSeasideOR
1,940
4,027
393
1,945
4,415
6,360
1,318
5,042
1998201135 years
Necanicum VillageSeasideOR
2,212
7,311
61
2,212
7,372
9,584
1,066
8,518
2001201535 years
Avamere at SherwoodSherwoodOR
1,010
7,051
340
1,010
7,391
8,401
1,965
6,436
2000201135 years
Chateau GardensSpringfieldOR
1,550
4,197

1,550
4,197
5,747
999
4,748
1991201135 years
Avamere at St HelensSt. HelensOR
1,410
10,496
502
1,410
10,998
12,408
2,811
9,597
2000201135 years
Flagstone Senior LivingThe DallesOR
1,631
17,786

1,631
17,786
19,417
2,442
16,975
1991201435 years
Elmcroft of Allison ParkAllison ParkPA
1,171
5,686
284
1,171
5,970
7,141
2,026
5,115
1986200635 years
Elmcroft of ChippewaBeaver FallsPA
1,394
8,586
342
1,394
8,928
10,322
3,040
7,282
1998200635 years
Elmcroft of BerwickBerwickPA
111
6,741
256
111
6,997
7,108
2,389
4,719
1998200635 years
Outlook Pointe at LakemontBridgevillePA
1,660
12,624
205
1,660
12,829
14,489
3,190
11,299
1999201135 years
Elmcroft of DillsburgDillsburgPA
432
7,797
398
432
8,195
8,627
2,782
5,845
1998200635 years
Elmcroft of AltoonaDuncansvillePA
331
4,729
427
331
5,156
5,487
1,713
3,774
1997200635 years
Elmcroft of LebanonLebanonPA
240
7,336
424
249
7,751
8,000
2,623
5,377
1999200635 years
Elmcroft of LewisburgLewisburgPA
232
5,666
312
232
5,978
6,210
2,024
4,186
1999200635 years
Lehigh CommonsMacungiePA
420
4,406
450
420
4,856
5,276
2,699
2,577
1997200430 years
Elmcroft of LoyalsockMontoursvillePA
413
3,412
400
413
3,812
4,225
1,257
2,968
1999200635 years
Highgate at Paoli PointePaoliPA
1,151
9,079

1,151
9,079
10,230
4,639
5,591
1997200430 years
Elmcroft of Mid ValleyPeckvillePA
619
11,662
186
619
11,848
12,467
1,584
10,883
1998201435 years
Sanatoga CourtPottstownPA
360
3,233

360
3,233
3,593
1,705
1,888
1997200430 years
Berkshire CommonsReadingPA
470
4,301

470
4,301
4,771
2,266
2,505
1997200430 years
Mifflin CourtReadingPA
689
4,265
351
689
4,616
5,305
2,208
3,097
1997200435 years
Elmcroft of ReadingReadingPA
638
4,942
284
638
5,226
5,864
1,770
4,094
1998200635 years
Elmcroft of Reedsville

ReedsvillePA
189
5,170
358
189
5,528
5,717
1,861
3,856
1998200635 years
Elmcroft of SaxonburgSaxonburgPA
770
5,949
365
832
6,252
7,084
2,122
4,962
1994200635 years
Elmcroft of ShippensburgShippensburgPA
203
7,634
345
209
7,973
8,182
2,716
5,466
1999200635 years
Elmcroft of State CollegeState CollegePA
320
7,407
301
320
7,708
8,028
2,628
5,400
1997200635 years
Outlook Pointe at YorkYorkPA
1,260
6,923
216
1,260
7,139
8,399
1,755
6,644
1999201135 years
The Garden HouseAndersonSC
969
15,613
156
969
15,769
16,738
2,313
14,425
2000201535 years
Forest PinesColumbiaSC
1,058
27,471

1,058
27,471
28,529
4,779
23,750
1998201335 years
Elmcroft of Florence SCFlorenceSC
108
7,620
1,012
120
8,620
8,740
2,843
5,897
1998200635 years
Primrose AberdeenAberdeenSD
850
659
235
850
894
1,744
405
1,339
1991201135 years
Primrose PlaceAberdeenSD
310
3,242
53
310
3,295
3,605
806
2,799
2000201135 years




 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Primrose Rapid CityRapid CitySD
860
8,722
88
860
8,810
9,670
2,163
7,507
1997201135 years
Primrose Sioux FallsSioux FallsSD
2,180
12,936
315
2,180
13,251
15,431
3,289
12,142
2002201135 years
Ashridge CourtBexhill-on-SeaUK
2,274
4,791
(949)1,969
4,147
6,116
641
5,475
2010201540 years
Inglewood Nursing HomeEastbourneUK
1,908
3,021
(662)1,652
2,615
4,267
466
3,801
2010201540 years
Pentlow Nursing HomeEastbourneUK
1,964
2,462
(595)1,700
2,131
3,831
403
3,428
2007201540 years
Outlook Pointe of BristolBristolTN
470
16,006
372
470
16,378
16,848
3,728
13,120
1999201135 years
Elmcroft of Hamilton PlaceChattanoogaTN
87
4,248
391
87
4,639
4,726
1,546
3,180
1998200635 years
Elmcroft of ShallowfordChattanoogaTN
580
7,568
944
582
8,510
9,092
2,397
6,695
1999201135 years
Elmcroft of HendersonvilleHendersonvilleTN
600
5,304
412
600
5,716
6,316
783
5,533
1999201435 years
Regency HouseHixsonTN
140
6,611

140
6,611
6,751
1,571
5,180
2000201135 years
Elmcroft of JacksonJacksonTN
768
16,840
545
768
17,385
18,153
2,325
15,828
1998201435 years
Outlook Pointe at Johnson CityJohnson CityTN
590
10,043
465
590
10,508
11,098
2,405
8,693
1999201135 years
Elmcroft of KingsportKingsportTN
22
7,815
438
22
8,253
8,275
2,789
5,486
2000200635 years
Arbor Terrace of KnoxvilleKnoxvilleTN
590
15,862
778
590
16,640
17,230
2,461
14,769
1997201535 years
Elmcroft of HallsKnoxvilleTN
387
4,948
329
387
5,277
5,664
714
4,950
1998201435 years
Elmcroft of West KnoxvilleKnoxvilleTN
439
10,697
710
439
11,407
11,846
3,842
8,004
2000200635 years
Elmcroft of LebanonLebanonTN
180
7,086
983
196
8,053
8,249
2,656
5,593
2000200635 years
Elmcroft of BartlettMemphisTN
570
25,552
882
570
26,434
27,004
6,166
20,838
1999201135 years
Kennington PlaceMemphisTN
1,820
4,748
815
1,820
5,563
7,383
2,185
5,198
1989201135 years
The GlenmaryMemphisTN
510
5,860
2,646
510
8,506
9,016
1,889
7,127
1964201135 years
Outlook Pointe at MurfreesboroMurfreesboroTN
940
8,030
107
940
8,137
9,077
1,972
7,105
1999201135 years
Elmcroft of BrentwoodNashvilleTN
960
22,020
1,067
960
23,087
24,047
5,635
18,412
1998201135 years
Elmcroft of ArlingtonArlingtonTX
2,650
14,060
925
2,654
14,981
17,635
3,843
13,792
1998201135 years
Meadowbrook ALZArlingtonTX
755
4,677
940
755
5,617
6,372
1,086
5,286
2012201235 years
Elmcroft of AustinAustinTX
2,770
25,820
1,212
2,770
27,032
29,802
6,432
23,370
2000201135 years
Elmcroft of BedfordBedfordTX
770
19,691
1,223
770
20,914
21,684
5,102
16,582
1999201135 years
Highland EstatesCedar ParkTX
1,679
28,943

1,679
28,943
30,622
5,048
25,574
2009201335 years
Elmcroft of RivershireConroeTX
860
32,671
1,046
860
33,717
34,577
7,978
26,599
1997201135 years
Flower MoundFlower MoundTX
900
5,512

900
5,512
6,412
1,335
5,077
1995201135 years
Arbor House GranburyGranburyTX
390
8,186

390
8,186
8,576
1,597
6,979
2007201235 years
Copperfield EstatesHoustonTX
1,216
21,135

1,216
21,135
22,351
3,686
18,665
2009201335 years
Elmcroft of BraeswoodHoustonTX
3,970
15,919
1,032
3,970
16,951
20,921
4,309
16,612
1999201135 years
Elmcroft of Cy-FairHoustonTX
1,580
21,801
1,027
1,593
22,815
24,408
5,409
18,999
1998201135 years
Elmcroft of IrvingIrvingTX
1,620
18,755
(12,731)1,585
6,059
7,644
4,794
2,850
1999201135 years
Whitley PlaceKellerTX

5,100
773

5,873
5,873
1,677
4,196
1998200835 years
Elmcroft of Lake JacksonLake JacksonTX
710
14,765
920
710
15,685
16,395
3,876
12,519
1998201135 years
Arbor House LewisvilleLewisvilleTX
824
10,308

824
10,308
11,132
2,018
9,114
2007201235 years
Polo Park EstatesMidlandTX
765
29,447

765
29,447
30,212
5,114
25,098
1996201335 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Arbor Hills Memory Care CommunityPlanoTX
1,014
5,719

1,014
5,719
6,733
1,038
5,695
2013201335 years
Arbor House of RockwallRockwallTX
1,537
12,883

1,537
12,883
14,420
2,534
11,886
2009201235 years
Elmcroft of WindcrestSan AntonioTX
920
13,011
952
921
13,962
14,883
3,615
11,268
1999201135 years
Paradise SpringsSpringTX
1,488
24,556

1,488
24,556
26,044
4,284
21,760
2008201335 years
Arbor House of TempleTempleTX
473
6,750

473
6,750
7,223
1,320
5,903
2008201235 years
Elmcroft of CottonwoodTempleTX
630
17,515
890
630
18,405
19,035
4,442
14,593
1997201135 years
Elmcroft of MainlandTexas CityTX
520
14,849
1,016
520
15,865
16,385
3,924
12,461
1996201135 years
Elmcroft of VictoriaVictoriaTX
440
13,040
904
446
13,938
14,384
3,459
10,925
1997201135 years
Arbor House of WeatherfordWeatherfordTX
233
3,347

233
3,347
3,580
655
2,925
1994201235 years
Elmcroft of WhartonWhartonTX
320
13,799
978
320
14,777
15,097
3,794
11,303
1996201135 years
Mountain RidgeSouth OgdenUT
1,243
24,659

1,243
24,659
25,902
3,332
22,570
2001201435 years
Elmcroft of ChesterfieldRichmondVA
829
6,534
450
836
6,977
7,813
2,349
5,464
1999200635 years
Pheasant RidgeRoanokeVA
1,813
9,027

1,813
9,027
10,840
1,870
8,970
1999201235 years
Cascade Valley Senior LivingArlingtonWA
1,413
6,294

1,413
6,294
7,707
857
6,850
1995201435 years
The Bellingham at OrchardBellinghamWA
3,383
17,553
(10)3,381
17,545
20,926
2,094
18,832
1999201535 years
Bay Pointe RetirementBremertonWA
2,114
21,006
(23)2,114
20,983
23,097
2,451
20,646
1999201535 years
Cooks Hill ManorCentraliaWA
520
6,144
35
520
6,179
6,699
1,572
5,127
1993201135 years
Edmonds LandingEdmondsWA
4,273
27,852
(188)4,273
27,664
31,937
3,167
28,770
2001201535 years
The Terrace at Beverly LakeEverettWA
1,515
12,520
35
1,514
12,556
14,070
1,482
12,588
1998201535 years
The SequoiaOlympiaWA
1,490
13,724
108
1,490
13,832
15,322
3,352
11,970
1995201135 years
Bishop Place Senior LivingPullmanWA
1,780
33,608

1,780
33,608
35,388
4,494
30,894
1998201435 years
Willow GardensPuyallupWA
1,959
35,492

1,959
35,492
37,451
6,188
31,263
1996201335 years
BirchviewSedro-WoolleyWA
210
14,145
98
210
14,243
14,453
3,189
11,264
1996201135 years
Discovery Memory careSequimWA
320
10,544
182
320
10,726
11,046
2,503
8,543
1961201135 years
The Village Retirement & Assisted LivingTacomaWA
2,200
5,938
1,788
2,200
7,726
9,926
1,833
8,093
1976201135 years
Clearwater SpringsVancouverWA
1,269
9,840
(126)1,269
9,714
10,983
1,234
9,749
2003201535 years
Matthews of Appleton IAppletonWI
130
1,834
(41)130
1,793
1,923
469
1,454
1996201135 years
Matthews of Appleton IIAppletonWI
140
2,016
301
140
2,317
2,457
567
1,890
1997201135 years
Hunters RidgeBeaver DamWI
260
2,380

260
2,380
2,640
594
2,046
1998201135 years
Harbor House BeloitBeloitWI
150
4,356
427
191
4,742
4,933
1,059
3,874
1990201135 years
Harbor House ClintonClintonWI
290
4,390

290
4,390
4,680
1,018
3,662
1991201135 years
CreeksideCudahyWI
760
1,693

760
1,693
2,453
455
1,998
2001201135 years
Harbor House Eau ClaireEau ClaireWI
210
6,259

210
6,259
6,469
1,426
5,043
1996201135 years
Azura Memory Care of Eau ClaireEau ClaireWI
813
3,921

813
3,921
4,734

4,734
CIPCIPCIP
Chapel ValleyFitchburgWI
450
2,372

450
2,372
2,822
600
2,222
1998201135 years
Matthews of Milwaukee IIFox PointWI
1,810
943
37
1,820
970
2,790
354
2,436
1999201135 years
Laurel OaksGlendaleWI
2,390
43,587
5,130
2,510
48,597
51,107
10,873
40,234
1988201135 years
Layton TerraceGreenfieldWI
3,490
39,201
566
3,480
39,777
43,257
9,315
33,942
1999201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Matthews of HartlandHartlandWI
640
1,663
43
652
1,694
2,346
536
1,810
1985201135 years
Matthews of HoriconHoriconWI
340
3,327
(95)345
3,227
3,572
910
2,662
2002201135 years
JeffersonJeffersonWI
330
2,384

330
2,384
2,714
595
2,119
1997201135 years
Harbor House KenoshaKenoshaWI
710
3,254
3,765
1,165
6,564
7,729
1,342
6,387
1996201135 years
Harbor House ManitowocManitowocWI
140
1,520

140
1,520
1,660
371
1,289
1997201135 years
The ArboretumMenomonee FallsWI
5,640
49,083
2,158
5,640
51,241
56,881
12,389
44,492
1989201135 years
Matthews of Milwaukee IMilwaukeeWI
1,800
935
119
1,800
1,054
2,854
372
2,482
1999201135 years
Hart Park SquareMilwaukeeWI
1,900
21,628
69
1,900
21,697
23,597
5,104
18,493
2005201135 years
Harbor House MonroeMonroeWI
490
4,964

490
4,964
5,454
1,164
4,290
1990201135 years
Matthews of Neenah INeenahWI
710
1,157
64
713
1,218
1,931
391
1,540
2006201135 years
Matthews of Neenah IINeenahWI
720
2,339
(50)720
2,289
3,009
664
2,345
2007201135 years
Matthews of Irish RoadNeenahWI
320
1,036
87
320
1,123
1,443
367
1,076
2001201135 years
Matthews of Oak CreekOak CreekWI
800
2,167
(2)812
2,153
2,965
586
2,379
1997201135 years
Azura Memory Care of Oak CreekOak CreekWI
733
6,248
11
733
6,259
6,992
530
6,462
2017201735 years
Harbor House OconomowocOconomowocWI
400
1,596
4,674
709
5,961
6,670
836
5,834
2016201535 years
Wilkinson Woods of OconomowocOconomowocWI
1,100
12,436
157
1,100
12,593
13,693
2,949
10,744
1992201135 years
Harbor House OshkoshOshkoshWI
190
949

190
949
1,139
288
851
1993201135 years
Matthews of PewaukeePewaukeeWI
1,180
4,124
206
1,197
4,313
5,510
1,208
4,302
2001201135 years
Harbor House SheboyganSheboyganWI
1,060
6,208

1,060
6,208
7,268
1,430
5,838
1995201135 years
Matthews of St. Francis ISt. FrancisWI
1,370
1,428
(113)1,389
1,296
2,685
414
2,271
2000201135 years
Matthews of St. Francis IISt. FrancisWI
1,370
1,666
15
1,377
1,674
3,051
491
2,560
2000201135 years
Howard Village of St. FrancisSt. FrancisWI
2,320
17,232

2,320
17,232
19,552
4,139
15,413
2001201135 years
Harbor House StoughtonStoughtonWI
450
3,191

450
3,191
3,641
799
2,842
1992201135 years
Oak Hill TerraceWaukeshaWI
2,040
40,298

2,040
40,298
42,338
9,523
32,815
1985201135 years
Harbor House Rib MountainWausauWI
350
3,413

350
3,413
3,763
808
2,955
1997201135 years
Library SquareWest AllisWI
1,160
23,714

1,160
23,714
24,874
5,554
19,320
1996201135 years
Matthews of WrightstownWrightstownWI
140
376
12
140
388
528
165
363
1999201135 years
Madison HouseKirklandWA
4,291
26,787

4,291
26,787
31,078
1,661
29,417
1978201735 years
Delaware PlazaLongviewWA4,107
620
5,116
136
815
5,057
5,872
350
5,522
1972201735 years
Canterbury GardensLongviewWA5,548
444
13,715
147
444
13,862
14,306
810
13,496
1998201735 years
Canterbury InnLongviewWA14,568
1,462
34,664
837
1,462
35,501
36,963
2,066
34,897
1989201735 years
Canterbury ParkLongviewWA
969
30,109

969
30,109
31,078
1,835
29,243
2000201735 years
Cascade InnVancouverWA12,378
3,201
19,024
2,028
3,201
21,052
24,253
1,225
23,028
1979201735 years
The Hampton & Ashley InnVancouverWA
1,855
21,047

1,855
21,047
22,902
1,277
21,625
1992201735 years
The Hampton at Salmon CreekVancouverWA11,815
1,256
21,686

1,256
21,686
22,942
1,135
21,807
2013201735 years
Outlook Pointe at Teays ValleyHurricaneWV
1,950
14,489
315
1,950
14,804
16,754
3,372
13,382
1999201135 years
Elmcroft of MartinsburgMartinsburgWV
248
8,320
636
248
8,956
9,204
2,971
6,233
1999200635 years
Garden Square Assisted Living of CasperCasperWY
355
3,197

355
3,197
3,552
721
2,831
1996201135 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Whispering ChaseCheyenneWY
1,800
20,354

1,800
20,354
22,154
3,564
18,590
2008201335 years
Hampton CareHamptonUK
4,119
29,021
(3,344)3,704
26,092
29,796
1,242
28,554
2007201740 years
Parkfield House Nursing HomeUxbridgeUK
1,974
1,009
(301)1,775
907
2,682
55
2,627
2000201740 years
TOTAL FOR OTHER SENIORS HOUSING COMMUNITIES  285,427
507,536
4,784,635
107,023
500,765
4,898,429
5,399,194
976,561
4,422,633
   
TOTAL FOR SENIORS HOUSING COMMUNITIES  656,603
1,473,289
13,932,497
678,693
1,476,647
14,607,832
16,084,479
3,852,533
12,231,946
   
MEDICAL OFFICE BUILDINGS              
St. Vincent's Medical Center East #46BirminghamAL

25,298
4,105

29,403
29,403
10,200
19,203
2005201035 years
St. Vincent's Medical Center East #48BirminghamAL

12,698
807

13,505
13,505
4,084
9,421
1989201035 years
St. Vincent's Medical Center East #52BirminghamAL

7,608
1,586

9,194
9,194
3,484
5,710
1985201035 years
Crestwood Medical PavilionHuntsvilleAL2,734
625
16,178
418
625
16,596
17,221
4,440
12,781
1994201135 years
Davita Dialysis - Marked TreeMarked TreeAR
179
1,580

179
1,580
1,759
255
1,504
2009201535 years
West Valley Medical CenterBuckeyeAZ
3,348
5,233

3,348
5,233
8,581
1,040
7,541
2011201531 years
Canyon Springs Medical PlazaGilbertAZ

27,497
560

28,057
28,057
6,792
21,265
2007201235 years
Mercy Gilbert Medical PlazaGilbertAZ7,186
720
11,277
1,362
772
12,587
13,359
3,805
9,554
2007201135 years
Mercy Gilbert IIGilbertAZ1,937

5,218


5,218
5,218

5,218
CIPCIPCIP
Arrowhead Physicians PlazaGlendaleAZ10,398
308
19,671

308
19,671
19,979
109
19,870
2004201835 years
Thunderbird Paseo Medical PlazaGlendaleAZ

12,904
905
20
13,789
13,809
3,418
10,391
1997201135 years
Thunderbird Paseo Medical Plaza IIGlendaleAZ

8,100
572
20
8,652
8,672
2,259
6,413
2001201135 years
Desert Medical PavilionMesaAZ

32,768
629

33,397
33,397
5,982
27,415
2003201335 years
Desert Samaritan Medical Building IMesaAZ

11,923
904
4
12,823
12,827
3,059
9,768
1977201135 years
Desert Samaritan Medical Building IIMesaAZ

7,395
614
4
8,005
8,009
2,061
5,948
1980201135 years
Desert Samaritan Medical Building IIIMesaAZ

13,665
1,509

15,174
15,174
3,774
11,400
1986201135 years
Deer Valley Medical Office Building IIPhoenixAZ

22,663
857
14
23,506
23,520
5,586
17,934
2002201135 years
Deer Valley Medical Office Building IIIPhoenixAZ

19,521
320
12
19,829
19,841
4,934
14,907
2009201135 years
Papago Medical ParkPhoenixAZ

12,172
1,588

13,760
13,760
3,553
10,207
1989201135 years
North Valley Orthopedic Surgery CenterPhoenixAZ
2,800
10,150

2,800
10,150
12,950
1,512
11,438
2006201535 years
Burbank Medical PlazaBurbankCA
1,241
23,322
1,443
1,268
24,738
26,006
7,040
18,966
2004201135 years
Burbank Medical Plaza IIBurbankCA33,042
491
45,641
569
497
46,204
46,701
11,243
35,458
2008201135 years
Eden Medical PlazaCastro ValleyCA
258
2,455
395
328
2,780
3,108
1,333
1,775
1998201125 years
Sutter Medical CenterCastro ValleyCA

25,088
1,388

26,476
26,476
4,569
21,907
2012201235 years
United Healthcare - CypressCypressCA
12,883
38,309

12,883
38,309
51,192
7,270
43,922
1985201529 years
NorthBay Corporate HeadquartersFairfieldCA

19,187


19,187
19,187
3,674
15,513
2008201235 years
Gateway Medical PlazaFairfieldCA

12,872
87

12,959
12,959
2,472
10,487
1986201235 years
Solano NorthBay Health PlazaFairfieldCA

8,880
39

8,919
8,919
1,699
7,220
1990201235 years
NorthBay Healthcare MOBFairfieldCA

8,507
2,280

10,787
10,787
2,611
8,176
2014201335 years
UC Davis MedicalFolsomCA
1,873
10,156
28
1,873
10,184
12,057
1,648
10,409
1995201535 years








 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Verdugo Hills Medical Bulding IGlendaleCA
6,683
9,589
2,050
6,693
11,629
18,322
4,083
14,239
1972201223 years
Verdugo Hills Medical Bulding IIGlendaleCA
4,464
3,731
2,619
4,484
6,330
10,814
2,726
8,088
1987201219 years
Grossmont Medical TerraceLa MesaCA
88
14,192
303
88
14,495
14,583
1,367
13,216
2008201635 years
Los Alamitos Medical & Wellness PavilionLos AlamitosCA12,080
488
31,720

488
31,720
32,208
175
32,033
2013201835 years
St. Francis Lynwood MedicalLynwoodCA
688
8,385
1,832
697
10,208
10,905
3,784
7,121
1993201132 years
PMB Mission HillsMission HillsCA
15,468
30,116
4,729
15,468
34,845
50,313
6,082
44,231
2012201235 years
PDP Mission ViejoMission ViejoCA55,205
1,916
77,022
1,304
1,916
78,326
80,242
19,746
60,496
2007201135 years
PDP OrangeOrangeCA44,029
1,752
61,647
1,758
1,761
63,396
65,157
16,138
49,019
2008201135 years
NHP/PMB PasadenaPasadenaCA
3,138
83,412
9,760
3,138
93,172
96,310
28,078
68,232
2009201135 years
Western University of Health Sciences Medical PavilionPomonaCA
91
31,523

91
31,523
31,614
7,554
24,060
2009201135 years
Pomerado Outpatient PavilionPowayCA
3,233
71,435
3,045
3,233
74,480
77,713
20,580
57,133
2007201135 years
San Bernadino Medical Plaza ISan BernadinoCA
789
11,133
1,152
797
12,277
13,074
10,870
2,204
1971201127 years
San Bernadino Medical Plaza IISan BernadinoCA
416
5,625
1,003
421
6,623
7,044
3,384
3,660
1988201126 years
Sutter Van NessSan FranciscoCA75,471

127,750


127,750
127,750

127,750
CIPCIPCIP
San Gabriel Valley MedicalSan GabrielCA
914
5,510
802
963
6,263
7,226
2,593
4,633
2004201135 years
Santa Clarita Valley MedicalSanta ClaritaCA21,812
9,708
20,020
1,605
9,782
21,551
31,333
5,953
25,380
2005201135 years
Kenneth E Watts Medical PlazaTorranceCA
262
6,945
2,879
343
9,743
10,086
3,926
6,160
1989201123 years
Vaca Valley Health PlazaVacavilleCA

9,634
709

10,343
10,343
1,847
8,496
1988201235 years
Potomac Medical PlazaAuroraCO
2,401
9,118
4,066
2,800
12,785
15,585
6,119
9,466
1986200735 years
Briargate Medical CampusColorado SpringsCO
1,238
12,301
517
1,269
12,787
14,056
5,064
8,992
2002200735 years
Printers Park Medical PlazaColorado SpringsCO
2,641
47,507
1,921
2,641
49,428
52,069
19,408
32,661
1999200735 years
Green Valley Ranch MOBDenverCO5,313

12,139
1,019
235
12,923
13,158
2,242
10,916
2007201235 years
Community Physicians PavilionLafayetteCO

10,436
1,763

12,199
12,199
4,048
8,151
2004201035 years
Exempla Good Samaritan Medical CenterLafayetteCO

4,393
(75)
4,318
4,318
627
3,691
2013201335 years
Dakota RidgeLittletonCO
2,540
12,901
472
2,549
13,364
15,913
1,948
13,965
2007201535 years
Avista Two Medical PlazaLouisvilleCO

17,330
1,864

19,194
19,194
6,790
12,404
2003200935 years
The Sierra Medical BuildingParkerCO
1,444
14,059
3,349
1,516
17,336
18,852
7,469
11,383
2009200935 years
Crown Point Healthcare PlazaParkerCO
852
5,210
137
855
5,344
6,199
1,067
5,132
2008201335 years
Lutheran Medical Office Building IIWheat RidgeCO

2,655
1,541

4,196
4,196
1,592
2,604
1976201035 years
Lutheran Medical Office Building IVWheat RidgeCO

7,266
2,340

9,606
9,606
2,954
6,652
1991201035 years
Lutheran Medical Office Building IIIWheat RidgeCO

11,947
1,572

13,519
13,519
3,796
9,723
2004201035 years
DePaul Professional Office BuildingWashingtonDC

6,424
2,526

8,950
8,950
3,798
5,152
1987201035 years
Providence Medical Office BuildingWashingtonDC

2,473
1,141

3,614
3,614
1,629
1,985
1975201035 years
RTS ArcadiaArcadiaFL
345
2,884

345
2,884
3,229
889
2,340
1993201130 years
NorthBay Center For Primary Care - VacavilleVacavilleCA
777
5,632
300
777
5,932
6,709
240
6,469
1998201735 years
RTS Cape CoralCape CoralFL
368
5,448

368
5,448
5,816
1,419
4,397
1984201134 years
RTS EnglewoodEnglewoodFL
1,071
3,516

1,071
3,516
4,587
982
3,605
1992201135 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
RTS Ft. MyersFort MyersFL
1,153
4,127

1,153
4,127
5,280
1,288
3,992
1989201131 years
RTS Key WestKey WestFL
486
4,380

486
4,380
4,866
1,015
3,851
1987201135 years
JFK Medical PlazaLake WorthFL
453
1,711
(150)
2,014
2,014
860
1,154
1999200435 years
East Pointe Medical PlazaLehigh AcresFL
327
11,816

327
11,816
12,143
1,625
10,518
1994201535 years
Palms West Building 6LoxahatcheeFL
965
2,678
(811)
2,832
2,832
1,194
1,638
2000200435 years
Bay Medical PlazaLynn HavenFL
4,215
15,041
(13,584)3,644
2,028
5,672
2,379
3,293
2003201535 years
RTS NaplesNaplesFL
1,152
3,726

1,152
3,726
4,878
982
3,896
1999201135 years
Bay Medical CenterPanama CityFL
82
17,400
(14,930)25
2,527
2,552
2,389
163
1987201535 years
RTS Pt. CharlottePt CharlotteFL
966
4,581

966
4,581
5,547
1,266
4,281
1985201134 years
RTS SarasotaSarasotaFL
1,914
3,889

1,914
3,889
5,803
1,133
4,670
1996201135 years
Capital Regional MOB ITallahasseeFL
590
8,773
(329)193
8,841
9,034
1,104
7,930
1998201535 years
Athens Medical ComplexAthensGA
2,826
18,339
45
2,826
18,384
21,210
2,614
18,596
2011201535 years
Doctors Center at St. Joseph's HospitalAtlantaGA
545
80,152
17,858
545
98,010
98,555
14,865
83,690
1978201520 years
Augusta POB IAugustaGA
233
7,894
2,081
233
9,975
10,208
5,159
5,049
1978201214 years
Augusta POB IIAugustaGA
735
13,717
1,175
735
14,892
15,627
5,722
9,905
1987201223 years
Augusta POB IIIAugustaGA
535
3,857
766
535
4,623
5,158
2,153
3,005
1994201222 years
Augusta POB IVAugustaGA
675
2,182
2,139
691
4,305
4,996
1,892
3,104
1995201223 years
Cobb Physicians CenterAustellGA
1,145
16,805
1,486
1,145
18,291
19,436
5,981
13,455
1992201135 years
Summit Professional Plaza IBrunswickGA
1,821
2,974
136
1,821
3,110
4,931
3,207
1,724
2004201231 years
Summit Professional Plaza IIBrunswickGA
981
13,818
143
981
13,961
14,942
3,884
11,058
1998201235 years
Fayette MOBFayettevilleGA
895
20,669
818
895
21,487
22,382
2,962
19,420
2004201535 years
Woodlawn Commons 1121/1163MariettaGA
5,495
16,028
1,877
5,551
17,849
23,400
2,552
20,848
1991201535 years
PAPP ClinicNewnanGA
2,167
5,477
68
2,167
5,545
7,712
1,146
6,566
1994201530 years
Parkway Physicians CenterRinggoldGA
476
10,017
880
476
10,897
11,373
3,503
7,870
2004201135 years
Riverdale MOBRiverdaleGA
1,025
9,783
106
1,025
9,889
10,914
1,564
9,350
2005201535 years
Rush Copley POB IAuroraIL
120
27,882
456
120
28,338
28,458
3,980
24,478
1996201534 years
Rush Copley POB IIAuroraIL
49
27,217
471
49
27,688
27,737
3,782
23,955
2009201535 years
Good Shepherd Physician Office Building IBarringtonIL
152
3,224
208
152
3,432
3,584
665
2,919
1979201335 years
Good Shepherd Physician Office Building IIBarringtonIL
512
12,977
682
512
13,659
14,171
2,617
11,554
1996201335 years
Trinity Hospital Physician Office BuildingChicagoIL
139
3,329
1,245
139
4,574
4,713
912
3,801
1971201335 years
Advocate Beverly CenterChicagoIL
2,227
10,140
363
2,231
10,499
12,730
2,122
10,608
1986201525 years
Crystal Lakes Medical ArtsCrystal LakeIL
2,490
19,504
99
2,535
19,558
22,093
2,966
19,127
2007201535 years
Advocate Good ShepherdCrystal LakeIL
2,444
10,953
202
2,444
11,155
13,599
1,952
11,647
2008201533 years
Physicians Plaza EastDecaturIL

791
2,418

3,209
3,209
978
2,231
1976201035 years
Physicians Plaza WestDecaturIL

1,943
771

2,714
2,714
1,085
1,629
1987201035 years
SIU Family PracticeDecaturIL

3,900
3,778

7,678
7,678
2,489
5,189
1996201035 years
304 W Hay BuildingDecaturIL

8,702
1,372
29
10,045
10,074
3,120
6,954
2002201035 years
302 W Hay BuildingDecaturIL

3,467
858

4,325
4,325
1,547
2,778
1993201035 years
ENTADecaturIL

1,150
16

1,166
1,166
457
709
1996201035 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
301 W Hay BuildingDecaturIL

640


640
640
346
294
1980201035 years
South Shore Medical BuildingDecaturIL
902
129
56
958
129
1,087
215
872
1991201035 years
Kenwood Medical CenterDecaturIL

1,689
1,517

3,206
3,206
898
2,308
1997201035 years
Corporate Health ServicesDecaturIL
934
1,386
125
934
1,511
2,445
671
1,774
1996201035 years
Rock Springs MedicalDecaturIL
399
495

399
495
894
255
639
1990201035 years
575 W Hay BuildingDecaturIL
111
739
24
111
763
874
322
552
1984201035 years
Good Samaritan Physician Office Building IDowners GroveIL
407
10,337
1,169
407
11,506
11,913
2,120
9,793
1976201335 years
Good Samaritan Physician Office Building IIDowners GroveIL
1,013
25,370
862
1,013
26,232
27,245
4,856
22,389
1995201335 years
Eberle Medical Office Building ("Eberle MOB")Elk Grove VillageIL

16,315
689

17,004
17,004
6,889
10,115
2005200935 years
1425 Hunt Club Road MOBGurneeIL
249
1,452
819
282
2,238
2,520
743
1,777
2005201134 years
1445 Hunt Club DriveGurneeIL
216
1,405
364
216
1,769
1,985
876
1,109
2002201131 years
Gurnee Imaging CenterGurneeIL
82
2,731

82
2,731
2,813
756
2,057
2002201135 years
Gurnee Center ClubGurneeIL
627
17,851

627
17,851
18,478
5,144
13,334
2001201135 years
South Suburban Hospital Physician Office BuildingHazel CrestIL
191
4,370
740
191
5,110
5,301
977
4,324
1989201335 years
755 Milwaukee MOBLibertyvilleIL
421
3,716
1,685
630
5,192
5,822
3,067
2,755
1990201118 years
890 Professional MOBLibertyvilleIL
214
2,630
376
214
3,006
3,220
1,176
2,044
1980201126 years
Libertyville Center ClubLibertyvilleIL
1,020
17,176

1,020
17,176
18,196
5,129
13,067
1988201135 years
Christ Medical Center Physician Office BuildingOak LawnIL
658
16,421
1,744
658
18,165
18,823
3,097
15,726
1986201335 years
Methodist North MOBPeoriaIL
1,025
29,493
1
1,025
29,494
30,519
4,125
26,394
2010201535 years
Davita Dialysis - RockfordRockfordIL
256
2,543

256
2,543
2,799
419
2,380
2009201535 years
Round Lake ACCRound LakeIL
758
370
383
799
712
1,511
604
907
1984201113 years
Vernon Hills Acute Care CenterVernon HillsIL
3,376
694
290
3,413
947
4,360
749
3,611
1986201115 years
Wilbur S. Roby BuildingAndersonIN

2,653
1,050

3,703
3,703
1,596
2,107
1992201035 years
Ambulatory Services BuildingAndersonIN

4,266
1,855

6,121
6,121
2,603
3,518
1995201035 years
St. John's Medical Arts BuildingAndersonIN

2,281
2,009

4,290
4,290
1,438
2,852
1973201035 years
Carmel ICarmelIN
466
5,954
703
466
6,657
7,123
2,143
4,980
1985201230 years
Carmel IICarmelIN
455
5,976
816
455
6,792
7,247
1,990
5,257
1989201233 years
Carmel IIICarmelIN
422
6,194
845
422
7,039
7,461
1,872
5,589
2001201235 years
ElkhartElkhartIN
1,256
1,973

1,256
1,973
3,229
1,282
1,947
1994201132 years
Lutheran Medical ArtsFort WayneIN
702
13,576
47
702
13,623
14,325
1,960
12,365
2000201535 years
Dupont Road MOBFort WayneIN
633
13,479
266
672
13,706
14,378
2,127
12,251
2001201535 years
Harcourt Professional Office BuildingIndianapolisIN
519
28,951
2,590
519
31,541
32,060
9,481
22,579
1973201228 years
Cardiac Professional Office BuildingIndianapolisIN
498
27,430
1,271
498
28,701
29,199
6,963
22,236
1995201235 years
Oncology Medical Office BuildingIndianapolisIN
470
5,703
430
470
6,133
6,603
1,857
4,746
2003201235 years
CorVasc Medical Office BuildingIndianapolisIN
514
9,617
460
867
9,724
10,591
922
9,669
2004201636 years
St. Francis South Medical Office BuildingIndianapolisIN

20,649
1,291
7
21,933
21,940
4,370
17,570
1995201335 years
Methodist Professional Center IIndianapolisIN
61
37,411
6,160
61
43,571
43,632
12,567
31,065
1985201225 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Indiana Orthopedic Center of ExcellenceIndianapolisIN
967
83,746
3,106
967
86,852
87,819
9,387
78,432
1997201535 years
United Healthcare - IndyIndianapolisIN
5,737
32,116

5,737
32,116
37,853
4,833
33,020
1988201535 years
LaPorteLa PorteIN
553
1,309

553
1,309
1,862
552
1,310
1997201134 years
MishawakaMishawakaIN
3,787
5,543

3,787
5,543
9,330
3,741
5,589
1993201135 years
Cancer Care PartnersMishawakaIN
3,162
28,633

3,162
28,633
31,795
3,906
27,889
2010201535 years
Michiana OncologyMishawakaIN
4,577
20,939
15
4,581
20,950
25,531
2,993
22,538
2010201535 years
DaVita Dialysis - PaoliPaoliIN
396
2,056

396
2,056
2,452
347
2,105
2011201535 years
South BendSouth BendIN
792
2,530

792
2,530
3,322
884
2,438
1996201134 years
Via Christi ClinicWichitaKS
1,883
7,428

1,883
7,428
9,311
1,233
8,078
2006201535 years
OLBH Same Day Surgery Center MOBAshlandKY
101
19,066
764
101
19,830
19,931
5,642
14,289
1997201226 years
St. Elizabeth CovingtonCovingtonKY
345
12,790
33
345
12,823
13,168
3,401
9,767
2009201235 years
St. Elizabeth Florence MOBFlorenceKY
402
8,279
1,440
402
9,719
10,121
3,124
6,997
2005201235 years
Jefferson ClinicLouisvilleKY

673
2,018

2,691
2,691
340
2,351
2013201335 years
Medical Arts CourtyardLafayetteLA
388
1,893
1,303
112
3,472
3,584
1,854
1,730
1984201118 years
East Jefferson Medical PlazaMetairieLA
168
17,264
2,829
168
20,093
20,261
6,789
13,472
1996201232 years
East Jefferson MOBMetairieLA
107
15,137
2,458
107
17,595
17,702
5,594
12,108
1985201228 years
Lakeside POB IMetairieLA
3,334
4,974
331
342
8,297
8,639
3,952
4,687
1986201122 years
Lakeside POB IIMetairieLA
1,046
802
(402)53
1,393
1,446
1,059
387
198020117 years
Fresenius MedicalMetairieLA
1,195
3,797
35
1,195
3,832
5,027
573
4,454
2012201535 years
RTS BerlinBerlinMD

2,216


2,216
2,216
631
1,585
1994201129 years
Charles O. Fisher Medical BuildingWestminsterMD10,704

13,795
1,844

15,639
15,639
7,042
8,597
2009200935 years
Medical Specialties BuildingKalamazooMI

19,242
1,523

20,765
20,765
6,320
14,445
1989201035 years
North Professional BuildingKalamazooMI

7,228
1,652

8,880
8,880
3,441
5,439
1983201035 years
Borgess Navigation CenterKalamazooMI

2,391


2,391
2,391
755
1,636
1976201035 years
Borgess Health & Fitness CenterKalamazooMI

11,959
603

12,562
12,562
3,953
8,609
1984201035 years
Heart Center BuildingKalamazooMI

8,420
466
10
8,876
8,886
3,128
5,758
1980201035 years
Medical Commons BuildingKalamazoo TownshipMI

661
651

1,312
1,312
571
741
1979201035 years
RTS Madison HeightsMadison HeightsMI
401
2,946

401
2,946
3,347
805
2,542
2002201135 years
RTS MonroeMonroeMI
281
3,450

281
3,450
3,731
1,058
2,673
1997201131 years
Bronson Lakeview OPCPaw PawMI
3,835
31,564

3,835
31,564
35,399
4,873
30,526
2006201535 years
Pro Med Center PlainwellPlainwellMI

697
7

704
704
243
461
1991201035 years
Pro Med Center RichlandRichlandMI
233
2,267
77
233
2,344
2,577
729
1,848
1996201035 years
Henry Ford Dialysis CenterSouthfieldMI
589
3,350

589
3,350
3,939
512
3,427
2002201535 years
Metro HealthWyomingMI
1,325
5,479

1,325
5,479
6,804
885
5,919
2008201535 years
Spectrum HealthWyomingMI
2,463
14,353

2,463
14,353
16,816
2,320
14,496
2006201535 years
Cogdell Duluth MOBDuluthMN

33,406
(19)
33,387
33,387
6,116
27,271
2012201235 years
Allina HealthElk RiverMN
1,442
7,742
107
1,455
7,836
9,291
1,488
7,803
2002201535 years
Unitron HearingPlymouthMN
2,646
8,962
5
2,646
8,967
11,613
2,029
9,584
2011201529 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
HealthPartners Medical & Dental ClinicsSartellMN
2,492
15,694
50
2,503
15,733
18,236
4,433
13,803
2010201235 years
Arnold Urgent CareArnoldMO
1,058
556
155
1,097
672
1,769
543
1,226
1999201135 years
DePaul Health Center NorthBridgetonMO
996
10,045
2,520
996
12,565
13,561
5,341
8,220
1976201221 years
DePaul Health Center SouthBridgetonMO
910
12,169
1,734
910
13,903
14,813
4,512
10,301
1992201230 years
St. Mary's Health Center MOB DClaytonMO
103
2,780
1,271
106
4,048
4,154
1,664
2,490
1984201222 years
Fenton Urgent Care CenterFentonMO
183
2,714
364
189
3,072
3,261
1,215
2,046
2003201135 years
Broadway Medical Office BuildingKansas CityMO
1,300
12,602
8,651
1,336
21,217
22,553
7,704
14,849
1976200735 years
St. Joseph Medical BuildingKansas CityMO
305
7,445
2,296
305
9,741
10,046
2,395
7,651
1988201232 years
St. Joseph Medical MallKansas CityMO
530
9,115
613
530
9,728
10,258
2,747
7,511
1995201233 years
Carondelet Medical BuildingKansas CityMO
745
12,437
2,576
745
15,013
15,758
4,556
11,202
1979201229 years
St. Joseph Hospital West Medical Office Building IILake Saint LouisMO
524
3,229
791
524
4,020
4,544
1,254
3,290
2005201235 years
St. Joseph O'Fallon Medical Office BuildingO'FallonMO
940
5,556
119
960
5,655
6,615
1,593
5,022
1992201235 years
Sisters of Mercy BuildingSpringfieldMO
3,427
8,697

3,427
8,697
12,124
1,495
10,629
2008201535 years
St. Joseph Health Center Medical Building 1St. CharlesMO
503
4,336
1,205
503
5,541
6,044
2,456
3,588
1987201220 years
St. Joseph Health Center Medical Building 2St. CharlesMO
369
2,963
1,374
369
4,337
4,706
1,435
3,271
1999201232 years
Physicians Office CenterSt. LouisMO
1,445
13,825
869
1,445
14,694
16,139
5,820
10,319
2003201135 years
12700 Southford Road Medical PlazaSt. LouisMO
595
12,584
2,769
595
15,353
15,948
5,367
10,581
1993201132 years
St Anthony's MOB ASt. LouisMO
409
4,687
1,433
409
6,120
6,529
2,876
3,653
1975201120 years
St Anthony's MOB BSt. LouisMO
350
3,942
1,010
350
4,952
5,302
2,476
2,826
1980201121 years
Lemay Urgent Care CenterSt. LouisMO
2,317
3,120
681
2,351
3,767
6,118
2,035
4,083
1983201122 years
St. Mary's Health Center MOB BSt. LouisMO
119
4,161
12,540
119
16,701
16,820
2,445
14,375
1979201223 years
St. Mary's Health Center MOB CSt. LouisMO
136
6,018
1,662
136
7,680
7,816
2,610
5,206
1969201220 years
University Physicians - Grants FerryFlowoodMS8,529
2,796
12,125
(12)2,796
12,113
14,909
3,460
11,449
2010201235 years
RandolphCharlotteNC
6,370
2,929
2,243
6,418
5,124
11,542
3,884
7,658
197320124 years
Mallard Crossing ICharlotteNC
3,229
2,072
681
3,269
2,713
5,982
1,947
4,035
1997201225 years
Medical Arts BuildingConcordNC
701
11,734
1,116
701
12,850
13,551
4,529
9,022
1997201231 years
Gateway Medical Office BuildingConcordNC
1,100
9,904
682
1,100
10,586
11,686
3,683
8,003
2005201235 years
Copperfield Medical MallConcordNC
1,980
2,846
531
2,139
3,218
5,357
1,648
3,709
1989201225 years
Weddington Internal & Pediatric MedicineConcordNC
574
688
37
574
725
1,299
345
954
2000201227 years
Rex Wellness CenterGarnerNC
1,348
5,330
40
1,354
5,364
6,718
1,077
5,641
2003201534 years
Gaston Professional CenterGastoniaNC
833
24,885
2,970
863
27,825
28,688
6,998
21,690
1997201235 years
Harrisburg Family PhysiciansHarrisburgNC
679
1,646
48
679
1,694
2,373
535
1,838
1996201235 years
Harrisburg Medical MallHarrisburgNC
1,339
2,292
250
1,339
2,542
3,881
1,149
2,732
1997201227 years
NorthcrossHuntersvilleNC
623
278
106
623
384
1,007
257
750
1993201222 years
REX Knightdale MOB & Wellness CenterKnightdaleNC

22,823
780

23,603
23,603
4,469
19,134
2009201235 years
Midland Medical ParkMidlandNC
1,221
847
120
1,221
967
2,188
571
1,617
1998201225 years
East Rocky Mount Kidney CenterRocky MountNC
803
998
1
803
999
1,802
418
1,384
2000201233 years
Rocky Mount Kidney CenterRocky MountNC
479
1,297
51
479
1,348
1,827
576
1,251
1990201225 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Rocky Mount Medical ParkRocky MountNC
2,552
7,779
2,183
2,652
9,862
12,514
3,401
9,113
1991201230 years
Rowan Outpatient Surgery CenterSalisburyNC
1,039
5,184
(5)1,039
5,179
6,218
1,554
4,664
2003201235 years
Trinity Health Medical Arts ClinicMinotND
935
15,482
49
951
15,515
16,466
3,088
13,378
1995201526 years
Cooper Health MOB IWillingboroNJ
1,389
2,742
(1)1,398
2,732
4,130
556
3,574
2010201535 years
Cooper Health MOB IIWillingboroNJ
594
5,638
15
594
5,653
6,247
813
5,434
2012201535 years
Salem MedicalWoodstownNJ
275
4,132
3
275
4,135
4,410
591
3,819
2010201535 years
Carson Tahoe Specialty Medical CenterCarson CityNV
688
11,346
19,637
2,898
28,773
31,671
4,960
26,711
1981201535 years
Carson Tahoe MOB WestCarson CityNV
2,862
27,519
(18,090)703
11,588
12,291
1,806
10,485
2007201529 years
Del E Webb Medical PlazaHendersonNV
1,028
16,993
1,839
1,028
18,832
19,860
6,006
13,854
1999201135 years
Durango Medical PlazaLas VegasNV
3,787
27,738
(2,994)3,683
24,848
28,531
3,806
24,725
2008201535 years
The Terrace at South MeadowsRenoNV6,561
504
9,966
632
504
10,598
11,102
3,617
7,485
2004201135 years
Albany Medical Center MOBAlbanyNY
321
18,389

321
18,389
18,710
2,262
16,448
2010201535 years
St. Peter's Recovery CenterGuilderlandNY
1,059
9,156

1,059
9,156
10,215
1,514
8,701
1990201535 years
Central NY Medical CenterSyracuseNY
1,786
26,101
3,120
1,792
29,215
31,007
8,205
22,802
1997201233 years
Northcountry MOBWatertownNY
1,320
10,799
13
1,320
10,812
12,132
1,793
10,339
2001201535 years
Anderson Medical Arts Building ICincinnatiOH

9,632
2,071
20
11,683
11,703
5,033
6,670
1984200735 years
Anderson Medical Arts Building IICincinnatiOH

15,123
2,389

17,512
17,512
7,532
9,980
2007200735 years
Riverside North Medical Office BuildingColumbusOH
785
8,519
1,673
785
10,192
10,977
4,111
6,866
1962201225 years
Riverside South Medical Office BuildingColumbusOH
586
7,298
866
610
8,140
8,750
3,049
5,701
1985201227 years
340 East Town Medical Office BuildingColumbusOH
10
9,443
1,220
10
10,663
10,673
3,177
7,496
1984201229 years
393 East Town Medical Office BuildingColumbusOH
61
4,760
381
61
5,141
5,202
1,907
3,295
1970201220 years
141 South Sixth Medical Office BuildingColumbusOH
80
1,113
2,922
80
4,035
4,115
723
3,392
1971201214 years
Doctors West Medical Office BuildingColumbusOH
414
5,362
835
414
6,197
6,611
1,965
4,646
1998201235 years
Eastside Health CenterColumbusOH
956
3,472
(2)956
3,470
4,426
1,936
2,490
1977201215 years
East Main Medical Office BuildingColumbusOH
440
4,771
58
440
4,829
5,269
1,484
3,785
2006201235 years
Heart Center Medical Office BuildingColumbusOH
1,063
12,140
441
1,063
12,581
13,644
3,920
9,724
2004201235 years
Wilkins Medical Office BuildingColumbusOH
123
18,062
363
123
18,425
18,548
4,522
14,026
2002201235 years
Grady Medical Office BuildingDelawareOH
239
2,263
450
239
2,713
2,952
1,092
1,860
1991201225 years
Dublin Northwest Medical Office BuildingDublinOH
342
3,278
253
342
3,531
3,873
1,282
2,591
2001201234 years
Preserve III Medical Office BuildingDublinOH
2,449
7,025
1,211
2,449
8,236
10,685
2,206
8,479
2006201235 years
Zanesville Surgery CenterZanesvilleOH
172
9,403

172
9,403
9,575
2,441
7,134
2000201135 years
Dialysis CenterZanesvilleOH
534
855
85
534
940
1,474
606
868
1960201121 years
Genesis Children's CenterZanesvilleOH
538
3,781

538
3,781
4,319
1,355
2,964
2006201130 years
Medical Arts Building IZanesvilleOH
429
2,405
556
436
2,954
3,390
1,408
1,982
1970201120 years
Medical Arts Building IIZanesvilleOH
485
6,013
1,248
532
7,214
7,746
3,153
4,593
1995201125 years
Medical Arts Building IIIZanesvilleOH
94
1,248

94
1,248
1,342
566
776
1970201125 years
Primecare BuildingZanesvilleOH
130
1,344
648
130
1,992
2,122
922
1,200
1978201120 years
Outpatient Rehabilitation BuildingZanesvilleOH
82
1,541

82
1,541
1,623
595
1,028
1985201128 years
Radiation Oncology BuildingZanesvilleOH
105
1,201

105
1,201
1,306
551
755
1988201125 years




 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
HealthplexZanesvilleOH
2,488
15,849
1,193
2,649
16,881
19,530
6,055
13,475
1990201132 years
Physicians PavilionZanesvilleOH
422
6,297
1,524
422
7,821
8,243
3,206
5,037
1990201125 years
Zanesville Northside PharmacyZanesvilleOH
42
635

42
635
677
254
423
1985201128 years
Bethesda Campus MOB IIIZanesvilleOH
188
1,137
156
199
1,282
1,481
561
920
1978201125 years
Tuality 7th Avenue Medical PlazaHillsboroOR17,900
1,516
24,638
1,546
1,533
26,167
27,700
7,747
19,953
2003201135 years
Professional Office Building IChesterPA

6,283
2,638

8,921
8,921
4,610
4,311
1978200430 years
DCMH Medical Office BuildingDrexel HillPA

10,424
1,833

12,257
12,257
6,654
5,603
1984200430 years
Pinnacle HealthHarrisburgPA
2,574
16,767
698
2,674
17,365
20,039
2,776
17,263
2002201535 years
Lancaster Rehabilitation HospitalLancasterPA
959
16,610
(16)959
16,594
17,553
4,478
13,075
2007201235 years
Lancaster ASC MOBLancasterPA
593
17,117
429
593
17,546
18,139
5,242
12,897
2007201235 years
St. Joseph Medical Office BuildingReadingPA

10,823
811

11,634
11,634
4,012
7,622
2006201035 years
Crozer - Keystone MOB ISpringfieldPA
9,130
47,078

9,130
47,078
56,208
8,405
47,803
1996201535 years
Crozer-Keystone MOB IISpringfieldPA
5,178
6,523

5,178
6,523
11,701
1,239
10,462
1998201525 years
Doylestown Health & Wellness CenterWarringtonPA
4,452
17,383
1,101
4,497
18,439
22,936
5,532
17,404
2001201234 years
Roper Medical Office BuildingCharlestonSC7,629
127
14,737
3,842
127
18,579
18,706
5,978
12,728
1990201228 years
St. Francis Medical Plaza (Charleston)CharlestonSC
447
3,946
634
447
4,580
5,027
1,617
3,410
2003201235 years
Providence MOB IColumbiaSC
225
4,274
884
225
5,158
5,383
2,480
2,903
1979201218 years
Providence MOB IIColumbiaSC
122
1,834
256
150
2,062
2,212
972
1,240
1985201218 years
Providence MOB IIIColumbiaSC
766
4,406
848
766
5,254
6,020
1,896
4,124
1990201223 years
One Medical ParkColumbiaSC
210
7,939
1,852
214
9,787
10,001
3,949
6,052
1984201219 years
Three Medical ParkColumbiaSC
40
10,650
1,688
40
12,338
12,378
4,508
7,870
1988201225 years
St. Francis Millennium Medical Office BuildingGreenvilleSC14,442

13,062
10,692
30
23,724
23,754
11,046
12,708
2009200935 years
200 AndrewsGreenvilleSC
789
2,014
1,436
810
3,429
4,239
1,430
2,809
1994201229 years
St. Francis CMOBGreenvilleSC
501
7,661
1,001
501
8,662
9,163
2,449
6,714
2001201235 years
St. Francis Outpatient Surgery CenterGreenvilleSC
1,007
16,538
913
1,007
17,451
18,458
5,333
13,125
2001201235 years
St. Francis Professional Medical CenterGreenvilleSC
342
6,337
1,376
371
7,684
8,055
2,758
5,297
1984201224 years
St. Francis Women'sGreenvilleSC
322
4,877
708
322
5,585
5,907
2,543
3,364
1991201224 years
St. Francis Medical Plaza (Greenville)GreenvilleSC
88
5,876
1,086
98
6,952
7,050
2,402
4,648
1998201224 years
Irmo Professional MOBIrmoSC
1,726
5,414
292
1,726
5,706
7,432
2,246
5,186
2004201135 years
River Hills Medical PlazaLittle RiverSC
1,406
1,813
195
1,406
2,008
3,414
877
2,537
1999201227 years
Mount Pleasant Medical Office LongpointMount PleasantSC
670
4,455
881
632
5,374
6,006
2,160
3,846
2001201234 years
Medical Arts Center of OrangeburgOrangeburgSC
823
3,299
370
823
3,669
4,492
1,319
3,173
1984201228 years
Mary Black Westside Medical Office BldgSpartanburgSC
291
5,057
594
300
5,642
5,942
1,885
4,057
1991201231 years
Spartanburg ASCSpartanburgSC
1,333
15,756

1,333
15,756
17,089
2,042
15,047
2002201535 years
Spartanburg Regional MOBSpartanburgSC
207
17,963
727
286
18,611
18,897
2,666
16,231
1986201535 years
Wellmont Blue Ridge MOBBristolTN
999
5,027
110
1,032
5,104
6,136
845
5,291
2001201535 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Health Park Medical Office BuildingChattanoogaTN5,774
2,305
8,949
199
2,305
9,148
11,453
2,711
8,742
2004201235 years
Peerless Crossing Medical CenterClevelandTN
1,217
6,464
8
1,217
6,472
7,689
1,853
5,836
2006201235 years
St. Mary's Clinton Professional Office BuildingClintonTN
298
618
56
298
674
972
208
764
1988201539 years
St. Mary's Farragut MOBFarragutTN
221
2,719
156
221
2,875
3,096
523
2,573
1997201539 years
Medical Center Physicians TowerJacksonTN13,025
549
27,074
67
598
27,092
27,690
7,922
19,768
2010201235 years
St. Mary's Physician Professional Office BuildingKnoxvilleTN
138
3,144
139
138
3,283
3,421
774
2,647
1981201539 years
St. Mary's Magdalene Clarke TowerKnoxvilleTN
69
4,153
11
69
4,164
4,233
830
3,403
1972201539 years
St. Mary's Medical Office BuildingKnoxvilleTN
136
359
31
136
390
526
188
338
1976201539 years
St. Mary's Ambulatory Surgery CenterKnoxvilleTN
129
1,012

129
1,012
1,141
323
818
1999201524 years
Texas Clinic at ArlingtonArlingtonTX
2,781
24,515
295
2,806
24,785
27,591
3,500
24,091
2010201535 years
Seton Medical Park TowerAustinTX
805
41,527
3,432
1,329
44,435
45,764
10,506
35,258
1968201235 years
Seton Northwest Health PlazaAustinTX
444
22,632
3,091
444
25,723
26,167
6,178
19,989
1988201235 years
Seton Southwest Health PlazaAustinTX
294
5,311
341
294
5,652
5,946
1,341
4,605
2004201235 years
Seton Southwest Health Plaza IIAustinTX
447
10,154
71
447
10,225
10,672
2,521
8,151
2009201235 years
BioLife Sciences BuildingDentonTX
1,036
6,576

1,036
6,576
7,612
1,097
6,515
2010201535 years
East Houston MOB, LLCHoustonTX
356
2,877
891
328
3,796
4,124
2,446
1,678
1982201115 years
East Houston Medical PlazaHoustonTX
671
426
10
237
870
1,107
922
185
1982201111 years
Memorial HermannHoustonTX
822
14,307

822
14,307
15,129
1,948
13,181
2012201535 years
Scott & White HealthcareKingslandTX
534
5,104

534
5,104
5,638
796
4,842
2012201535 years
Lakeway Medical PlazaLakewayTX9,362
270
20,169

270
20,169
20,439
109
20,330
2011201835 years
Odessa Regional MOBOdessaTX
121
8,935

121
8,935
9,056
1,265
7,791
2008201535 years
Legacy Heart CenterPlanoTX
3,081
8,890
33
3,081
8,923
12,004
1,547
10,457
2005201535 years
Seton Williamson Medical PlazaRound RockTX

15,074
672

15,746
15,746
5,357
10,389
2008201035 years
Sunnyvale Medical PlazaSunnyvaleTX
1,186
15,397
423
1,240
15,766
17,006
2,471
14,535
2009201535 years
Texarkana ASCTexarkanaTX
814
5,903
98
814
6,001
6,815
1,066
5,749
1994201530 years
Spring Creek Medical PlazaTomballTX
2,165
8,212
69
2,165
8,281
10,446
1,183
9,263
2006201535 years
MRMC MOB IMechanicsvilleVA
1,669
7,024
603
1,669
7,627
9,296
3,084
6,212
1993201231 years
Henrico MOBRichmondVA
968
6,189
811
359
7,609
7,968
3,120
4,848
1976201125 years
St. Mary's MOB North (Floors 6 & 7)RichmondVA
227
2,961
643
227
3,604
3,831
1,487
2,344
1968201222 years
Virginia Urology CenterRichmondVA
3,822
16,127
15
3,822
16,142
19,964
2,504
17,460
2004201535 years
St. Francis Cancer CenterRichmondVA
654
18,331
518
657
18,846
19,503
2,587
16,916
2006201535 years
Bonney Lake Medical Office BuildingBonney LakeWA10,474
5,176
14,375
172
5,176
14,547
19,723
4,474
15,249
2011201235 years
Good Samaritan Medical Office BuildingPuyallupWA12,775
781
30,368
692
801
31,040
31,841
7,905
23,936
2011201235 years
Holy Family Hospital Central MOBSpokaneWA

19,085
331

19,416
19,416
3,787
15,629
2007201235 years
Physician's PavilionVancouverWA
1,411
32,939
1,019
1,450
33,919
35,369
9,827
25,542
2001201135 years
Administration BuildingVancouverWA
296
7,856
30
317
7,865
8,182
2,259
5,923
1972201135 years
Medical Center Physician's BuildingVancouverWA
1,225
31,246
3,168
1,404
34,235
35,639
9,628
26,011
1980201135 years


 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Memorial MOBVancouverWA
663
12,626
759
690
13,358
14,048
3,856
10,192
1999201135 years
Salmon Creek MOBVancouverWA
1,325
9,238
87
1,325
9,325
10,650
2,627
8,023
1994201135 years
Fisher's Landing MOBVancouverWA
1,590
5,420
59
1,613
5,456
7,069
1,850
5,219
1995201134 years
Columbia Medical Plaza VancouverVancouverWA
281
5,266
352
331
5,568
5,899
1,706
4,193
1991201135 years
Appleton Heart InstituteAppletonWI

7,775
41

7,816
7,816
2,332
5,484
2003201039 years
Appleton Medical Offices WestAppletonWI

5,756
384

6,140
6,140
1,762
4,378
1989201039 years
Appleton Medical Offices SouthAppletonWI

9,058
194

9,252
9,252
2,948
6,304
1983201039 years
Brookfield ClinicBrookfieldWI
2,638
4,093
(2,198)440
4,093
4,533
1,494
3,039
1999201135 years
Lakeshore Medical Clinic - FranklinFranklinWI
1,973
7,579
148
2,029
7,671
9,700
1,264
8,436
2008201534 years
Lakeshore Medical Clinic - GreenfieldGreenfieldWI
1,223
13,387
36
1,223
13,423
14,646
1,844
12,802
2010201535 years
Aurora Health Care - HartfordHartfordWI
3,706
22,019

3,706
22,019
25,725
3,419
22,306
2006201535 years
Hartland ClinicHartlandWI
321
5,050

321
5,050
5,371
1,570
3,801
1994201135 years
Aurora Healthcare - KenoshaKenoshaWI
7,546
19,155

7,546
19,155
26,701
3,039
23,662
2014201535 years
Univ of Wisconsin HealthMononaWI
678
8,017

678
8,017
8,695
1,357
7,338
2011201535 years
Theda Clark Medical Center Office PavilionNeenahWI

7,080
1,027

8,107
8,107
2,289
5,818
1993201039 years
Aylward Medical Building Condo Floors 3 & 4NeenahWI

4,462
98

4,560
4,560
1,463
3,097
2006201039 years
Aurora Health Care - NeenahNeenahWI
2,033
9,072

2,033
9,072
11,105
1,512
9,593
2006201535 years
New Berlin ClinicNew BerlinWI
678
7,121

678
7,121
7,799
2,380
5,419
1999201135 years
United Healthcare - OnalaskaOnalaskaWI
4,623
5,527

4,623
5,527
10,150
1,196
8,954
1995201535 years
WestWood Health & FitnessPewaukeeWI
823
11,649

823
11,649
12,472
3,927
8,545
1997201135 years
Aurora Health Care - Two RiversTwo RiversWI
5,638
25,308

5,638
25,308
30,946
3,961
26,985
2006201535 years
Watertown ClinicWatertownWI
166
3,234

166
3,234
3,400
970
2,430
2003201135 years
Southside ClinicWaukeshaWI
218
5,273

218
5,273
5,491
1,603
3,888
1997201135 years
Rehabilitation HospitalWaukeshaWI
372
15,636

372
15,636
16,008
4,163
11,845
2008201135 years
United Healthcare - WauwatosaWawatosaWI
8,012
15,992

8,012
15,992
24,004
3,067
20,937
1995201535 years
TOTAL FOR MEDICAL OFFICE BUILDINGS  386,382
385,196
4,171,824
286,940
379,635
4,464,325
4,843,960
1,123,736
3,720,224
   
RESEARCH AND INNOVATION CENTERS              
Phoenix Biomedical Campus Phase IPhoenixAZ

4,139


4,139
4,139

4,139
CIPCIPCIP
100 College StreetNew HavenCT
2,706
186,570
5,985
2,706
192,555
195,261
9,295
185,966
2013201659 years
300 George StreetNew HavenCT
2,262
122,144
4,286
2,262
126,430
128,692
6,650
122,042
2014201650 years
Univ. of Miami Life Science and Technology ParkMiamiFL
2,249
87,019
5,186
2,253
92,201
94,454
5,875
88,579
2014201653 years
IITChicagoIL
30
55,620
279
30
55,899
55,929
3,115
52,814
2006201646 years
University of Maryland BioPark I Unit 1BaltimoreMD
113
25,199
789
113
25,988
26,101
1,416
24,685
2005201650 years
University of Maryland BioPark IIBaltimoreMD
61
91,764
3,278
61
95,042
95,103
5,779
89,324
2007201650 years
University of Maryland BioPark GarageBaltimoreMD
77
4,677
344
77
5,021
5,098
465
4,633
2007201629 years
 Location Initial Cost to Company Gross Amount Carried at Close of Period      
Property NameCity
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Tributary StreetBaltimoreMD
4,015
15,905
597
4,015
16,502
20,517
1,347
19,170
1998201645 years
Beckley StreetBaltimoreMD
2,813
13,481
558
2,813
14,039
16,852
1,181
15,671
1999201645 years
University of Maryland BioPark IIIBaltimoreMD
980


980

980

980
CIPCIPCIP
Heritage at 4240Saint LouisMO
403
47,125
158
452
47,234
47,686
3,511
44,175
2013201645 years
Cortex 1Saint LouisMO
631
26,543
1,111
631
27,654
28,285
2,425
25,860
2005201650 years
BRDG ParkSaint LouisMO
606
37,083
2,112
606
39,195
39,801
2,206
37,595
2009201652 years
4220 Duncan AvenueSt LouisMO
1,871
35,044

1,871
35,044
36,915
859
36,056
2018201835 years
311 South Sarah StreetSt. LouisMO
5,148


5,148

5,148
88
5,060
CIPCIPCIP
4300 DuncanSt. LouisMO
2,818
46,749
18
2,818
46,767
49,585
1,697
47,888
2008201735 years
Weston ParkwayCaryNC
1,372
6,535
1,710
1,372
8,245
9,617
678
8,939
1990201650 years
Patriot DriveDurhamNC
1,960
10,749
372
1,960
11,121
13,081
769
12,312
2010201650 years
ChesterfieldDurhamNC2,215
3,594
57,781
4,094
3,594
61,875
65,469
5,517
59,952
2017201760 years
Paramount ParkwayMorrisvilleNC
1,016
19,794
617
1,016
20,411
21,427
1,521
19,906
1999201645 years
Wake 90Winston-SalemNC
2,752
79,949
266
2,752
80,215
82,967
5,603
77,364
2013201640 years
Wake 91Winston-SalemNC
1,729
73,690
19
1,729
73,709
75,438
4,191
71,247
2011201650 years
Wake 60Winston-SalemNC(76,614)1,243
83,414
1,370
1,243
84,784
86,027
6,250
79,777
2016201635 years
Bailey Power PlantWinston-SalemNC
1,930
34,122
967
1,096
35,923
37,019
1,600
35,419
2017201735 years
Hershey Center Unit 1HummelstownPA
813
23,699
851
813
24,550
25,363
1,557
23,806
2007201650 years
3737 Market StreetPhiladelphiaPA69,713
40
141,981
6,093
40
148,074
148,114
6,939
141,175
2014201654 years
3711 Market StreetPhiladelphiaPA
12,320
69,278
3,655
12,320
72,933
85,253
4,138
81,115
2008201648 years
3750 Lancaster AvenuePhiladelphiaPA

583


583
583

583
CIPCIPCIP
3675 Market StreetPhiladelphiaPA
11,370
109,846

11,370
109,846
121,216
501
120,715
2018201835 years
3701 Filbert StreetPhiladelphiaPA

1,477


1,477
1,477

1,477
CIPCIPCIP
115 North 38th StreetPhiladelphiaPA

839


839
839

839
CIPCIPCIP
225 North 38th StreetPhiladelphiaPA

3,621


3,621
3,621

3,621
CIPCIPCIP
3401 Market StreetPhiladelphiaPA
4,500
22,157

4,500
22,157
26,657
62
26,595
1923201835 years
South Street LandingProvidenceRI89,399
6,358
112,784
(835)6,358
111,949
118,307
2,728
115,579
2017201745 years
2/3 Davol SquareProvidenceRI
4,537
6,886
387
4,537
7,273
11,810
1,306
10,504
2005201715 years
One Ship StreetProvidenceRI
1,943
1,734
(29)1,943
1,705
3,648
128
3,520
1980201725 years
Brown Academic/R&D BuildingProvidenceRI

52,867


52,867
52,867

52,867
CIPCIPCIP
Providence Phase 2ProvidenceRI
2,251


2,251

2,251

2,251
CIPCIPCIP
IRP INorfolkVA
60
20,084
769
60
20,853
20,913
1,253
19,660
2007201655 years
IRP IINorfolkVA
69
21,255
802
69
22,057
22,126
1,250
20,876
2007201655 years
Wexford Biotech 8RichmondVA
2,615
85,514
684
2,615
86,198
88,813
3,323
85,490
2012201735 years
TOTAL RESEARCH AND INNOVATION CENTERS  84,713
89,255
1,839,701
46,493
88,474
1,886,975
1,975,449
95,223
1,880,226
   
TOTAL OFFICE BUILDINGS  471,095
474,451
6,011,525
333,433
468,109
6,351,300
6,819,409
1,218,959
5,600,450
   
TOTAL FOR ALL PROPERTIES  $1,127,698
$2,121,219
$21,808,315
$1,044,449
$2,114,406
$22,859,577
$24,973,983
$5,492,310
$19,481,673
   


VENTAS, INC.
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
December 31, 20182021

(Dollars in thousands)
 LocationNumber of RE AssetsInterest RateFixed / VariableMaturity DateMonthly Debt ServiceFace ValueNet Book ValuePrior Liens
      (In thousands)
First Mortgages       
 Multiple39.97%V6/30/2019$140
$5,850
$5,850
$
 Ohio58.62%V10/1/2021551
78,448
78,448

 Texas1
7.88%V1/31/2029
1,900
1,900

          
Mezzanine Loans       
 Multiple1798.25%F12/9/20191,967
282,173
282,173
1,467,827
          
Construction Loans       
 Colorado18.75%V2/6/2021437
59,043
58,746

Total    $3,095
$427,414
$427,117
$1,467,827
          
 Mortgage Loan Reconciliation
 
   2018 2017 2016
   (In thousands)
 Beginning Balance $565,875
 $634,201
 $780,509
 Additions:      
 New Loans 9,900
 
 140,000
 Construction Draws 
 
 13,402
 Total additions 9,900
 
 153,402
 Deductions:      
 Principal Repayments (148,658) (68,326) (299,710)
 Total deductions (148,658) (68,326) (299,710)
 Ending Balance $427,117
 $565,875
 $634,201

LocationNumber of RE AssetsInterest RateFixed / VariableMaturity DateMonthly Debt ServiceFace ValueNet Book ValuePrior Liens
Mezzanine Loans
Multiple1546.53%V6/9/20222,684 486,200 486,200 1,018,440 
Total$2,684 $486,200 $486,200 $1,018,440 
Mortgage Loan Reconciliation
202120202019
Beginning Balance$552,797 $642,218 $427,117 
Additions:
New loans— 66,000 1,234,244 
Construction draws— — — 
Total additions— 66,000 1,234,244 
Deductions:
Principal repayments(66,597)(155,170)(1,011,353)
Total deductions(66,597)(155,170)(1,011,353)
Effect of foreign currency translation— (251)(7,790)
Ending Balance$486,200 $552,797 $642,218 
122


ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2018.2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, 2018,2021, at the reasonable assurance level.
Internal Control over Financial Reporting
The information set forth under “Management Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated by reference into this Item 9A.
Internal Control Changes
During the fourth quarter of 2018,2021, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  Other Information

Not applicable.

123


PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated by reference to the material under the headings “Proposals Requiring Your Vote—Proposal 1: Election“Election of Directors,” “Our Executive Officers,” “Securities Ownership—Section 16(a) Beneficial Ownership, Reporting Compliance,and “Corporate Governance—Governance Policies” and “Audit and Compliance Committee”Board Matters” in our definitive Proxy Statement for the 20192022 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2019.2022.

ITEM 11.    Executive Compensation

The information required by this Item 11 is incorporated by reference to the material under the headings “Executive Compensation,” “Non-Employee Director Compensation” and “Executive Compensation Committee”“Corporate Governance and Board Matters” in our definitive Proxy Statement for the 20192022 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2019.2022.


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

The information required by this Item 12 is incorporated by reference to the material under the headings “Equity Compensation Plan Information” and “Securities Ownership” in our definitive Proxy Statement for the 20192022 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2019.2022.

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence
    
The information required by this Item 13 is incorporated by reference to the material under the headingsheading “Corporate Governance—Transactions with Related Persons,” “OurGovernance and Board of Directors—Director Independence,Matters, “Audit and Compliance Committee,” “Executive Compensation Committee” and “Nominating and Corporate Governance Committee” in our definitive Proxy Statement for the 20192022 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2019.2022.


ITEM 14.    Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference to the material under the heading “Proposals Requiring Your Vote—Proposal 2: Ratification of the Selection of KPMG LLP as Our Independent Registered Public Accounting Firm for Fiscal Year 2019”“Audit Matters” in our definitive Proxy Statement for the 20192022 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2019.2022.

124


PART IV

ITEM 15.    Exhibits and Financial Statement Schedules

Financial Statements and Financial Statement Schedules

The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:

All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.

125


EXHIBITS
Exhibit

Number
Description of DocumentLocation of Document
SeparationAgreement and Distribution AgreementPlan of Merger, dated as of August 17, 2015June 28, 2021, by and betweenamong Ventas, Inc., Cadence Merger Sub LLC and Care Capital Properties,New Senior Investment Group Inc.Incorporated by reference herein. Previously filed as Exhibit 2.1 to our Current Report on Form 8-K, filed on August 21, 2015,June 28, 2021, File No. 001-10989.
Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc.Incorporated by reference herein. Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 5, 2011, File No. 001-10989.
Fifth Amended and Restated Bylaws, as amended, of Ventas, Inc.Incorporated by reference herein. Previously filed as Exhibit 3.2 to our Current Report on Form 8-K, filed on January 11, 2017, File No. 001-10989.
Specimen common stock certificate.Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 12, 2016, File No. 001-10989.
Indenture dated as of September 19, 2006 by and among Ventas, Inc., Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuer(s), the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.Incorporated by reference herein. Previously filed as Exhibit 4.9 to our Registration Statement on Form S-3, filed on April 7, 2006, File No. 333-133115.
Fifth Supplemental Indenture dated as of February 10, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.250% Senior Notes due 2022.

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 14, 2012, File No. 001-10989.

Exhibit
Number
Description of DocumentLocation of Document
Seventh Supplemental Indenture dated as of August 3 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2022.Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on October 26, 2012, File No. 001-10989.
Tenth Supplemental Indenture dated as of March 19, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 2.700% Senior Notes due 2020.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 19, 2013, File No. 001-10989.
Indenture dated as of September 26, 2013 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.Incorporated by reference herein. Previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989.
Second Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 5.700% Senior Notes due 2043.Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013, File No. 001-10989.
Fourth Supplemental Indenture dated as of April 17, 2014 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.750% Senior Notes due 2024.Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on April 17, 2014, File No. 001-10989.
Fifth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.500% Senior Notes due 2025.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.
Sixth Supplemental Indenture dated as of January 14, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.375% Senior Notes due 2045.Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Current Report on Form 8-K, filed on January 14, 2015, File No. 001-10989.
4.11Indenture dated as of August 19, 1997 by and between Nationwide Health Properties, Inc. and The Bank of New York, as Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.Incorporated by reference herein. Previously filed as Exhibit 1.2 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on August 19, 1997, File No. 001-09028 (see Exhibit 1.2 of complete submission text file).
Supplemental Indenture dated July 1, 2011 among Nationwide Health Properties, Inc., Needles Acquisition LLC, and The Bank of New York Mellon Trust Company, N.A., as successor Trustee, relating to the 6.90% Series C Medium-Term Notes due 2037 and the 6.59% Series C Medium-Term Notes due 2038.Incorporated by reference herein. Previously filed as Exhibit 4.17 to our Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 14, 2017, File No. 001-10989.
126


Exhibit
Number
Description of DocumentLocation of Document
Indenture dated as September 24, 2014 by and among Ventas, Inc., Ventas CanadianCanada Finance Limited, the Guarantors parties thereto from time to time and Computershare Trust Company of Canada, as Trustee.Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.

Exhibit
Number
Description of DocumentLocation of Document
First Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.00% Senior Notes, Series A due 2019.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.
Second Supplemental Indenture dated as of September 24, 2014 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 4.125% Senior Notes, Series B due 2024.Incorporated by reference herein. Previously filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on October 24, 2014, File No. 001-10989.
Third Supplemental Indenture dated as of January 13, 2015 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series C due 2022.Incorporated by reference herein. Previously filed as Exhibit 4.24 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 13, 2015, File No. 001-10989.
Fourth Supplemental Indenture dated as of June 1, 2017 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.55% Senior Notes, Series D due 2023.Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on July 28, 2017, File No. 001-10989.
Fifth Supplemental Indenture dated as of November 12, 2019 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.80% Senior Notes, Series E due 2024.Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020, File No. 001-10989.
Seventh Supplemental Indenture dated as of December 1, 2021 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 2.45% Senior Notes, Series G due 2027.Filed herewith.
Eighth Supplemental Indenture dated as of December 1, 2021 by and among Ventas Canada Finance Limited, as Issuer, Ventas, Inc., as Guarantor, and Computershare Trust Company of Canada, as Trustee, relating to the 3.30% Senior Notes, Series H due 2031.Filed herewith.
Indenture dated as of July 16, 2015 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein as Guarantors, and U.S. Bank National Association, as Trustee.Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.
First Supplemental Indenture dated as of July 16, 2015 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 4.125% Senior Notes due 2026.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 16, 2015, File No. 001-10989.
Second Supplemental Indenture dated as of June 2, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.125% Senior Notes due 2023.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on June 2, 2016, File No. 001-10989.
Third Supplemental Indenture dated as of September 21, 2016 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.250% Senior Notes due 2026.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on September 21, 2016, File No. 001-10989.
Fourth Supplemental Indenture dated as of March 29, 2017 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, relating to the 3.100% Senior Notes due 2023 and the 3.850% Senior Notes due 2027.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on March 29, 2017, File No. 001-10989.
Indenture dated February 23, 2018 among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein, and U.S. Bank National Association, as Trustee

Incorporated by reference herein. Previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989.

First Supplemental Indenture dated as of February 23, 2018 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.000% Senior Notes due 2028

Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 23, 2018, File No. 001-10989.


127


Exhibit

Number
Description of DocumentLocation of Document
SecondThird Supplemental Indenture dated as of August 15, 2018February 26, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.400%3.500% Senior Notes due 2029
2024 and 4.875% Senior Notes due 2049
Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on February 26, 2019, File No. 001-10989.
Fourth Supplemental Indenture dated as of July 3, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 2.650% Senior Notes due 2025Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on July 3, 2019, File No. 001-10989.
Fifth Supplemental Indenture dated as of August 21, 2019 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 3.000% Senior Notes due 2030Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 15, 2018,21, 2019, File No. 001-10989.

4.4.2625
Sixth Supplemental Indenture dated as of April 1, 2020 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.750% Senior Notes due 2030.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 1, 2020, File No. 001-10989.
Seventh Supplemental Indenture dated as of August 20, 2021 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 2.500% Senior Notes due 2031.Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on August 20, 2021, File No. 001-10989.
Description of the Registrant’s Securities.Filed herewith.
First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership.Incorporated by reference herein. Previously filed as Exhibit 3.5 to our Registration Statement on Form S-4, as amended, filed on May 29, 2002, File No. 333-89312.
Credit and Guaranty Agreement dated July 26, 2018 among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, The Lenders party thereto from time to time, and Bank of America, N.A., as Administrative Agent

Agent.
Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on October 26, 2018, File No. 001.10989.

001-10989.
First AmendedAmendment to the Credit and RestatedGuaranty Agreement, dated as of Limited Partnership ofJanuary 29, 2021, among Ventas Realty, Limited Partnership.Partnership, as Borrower, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent.
Incorporated by reference herein.Previously filed as Exhibit 3.510.3 to our Registration StatementAnnual Report on Form S-4, as amended,10-K for the year ended December 31, 2020, filed on May 29, 2002,February 23, 2021, File No. 333-89312.
001-10989.
SecondThird Amended and Restated Credit and Guaranty Agreement, dated as of April 25, 2017,January 29, 2021, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, and Alternative Currency Fronting Lender, Bank of America, N.A. and JP MorganJPMorgan Chase Bank, N.A., as Swing Line Lenders and L/C Issuers.Incorporated by reference herein. Previously filed as Exhibit 10.3.110.1 to our Current Report on Form 8-K, filed on February 2, 2021, File No. 001-10989.
128


Exhibit
Number
Description of DocumentLocation of Document
First Amendment to the Third Amended and Restated Credit and Guaranty Agreement, dated as of October 5, 2021, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas Canada Finance Limited, Ventas UK Finance, Inc., and Ventas Euro Finance, LLC, as Borrowers, Ventas, Inc., as Guarantor, and Bank of America, N.A., as Administrative Agent.
Incorporated by reference herein.Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,September 30, 2021, filed on April 28, 2017,November 5, 2021 File No. 001-10989.
Tax MattersATM Sales Agreement dated as of August 17, 2015 by and betweenNovember 8, 2021, among Ventas, Inc. and CareBofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Properties,Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC, and Wells Fargo Securities LLC, as sales agents and as forward sellers, and Bank of America, N .A. Citibank, N.A., Credit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, RBC Capital Markets, LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank, UBS AG London Branch and Wells Fargo Bank, National Association, as forward purchasers.
Incorporated by reference herein.Previously filed as Exhibit 10.21.1 to our Current Report on Form 8-K, filed on August 21, 2015,November 8, 2021, File No. 001-10989.
Employee Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on August 21, 2015, File No. 001-10989.
Ventas, Inc. 2004 Stock Plan for Directors, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.16.1 to our Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 1, 2005, File No. 33-107942.
Ventas, Inc. 2006 Incentive Plan, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
Form of Stock Option Agreement—2006 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.15.2 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 22, 2007, File No. 001-10989.
Form of Restricted Stock Agreement—2006 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.15.3 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 22, 2007, File No. 001-10989.
Ventas, Inc. 2006 Stock Plan for Directors, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989.
Form of Stock Option Agreement—2006 Stock Plan for Directors.Incorporated by reference herein. Previously filed as Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.

Exhibit
Number
Description of DocumentLocation of Document
Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors.Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on April 27, 2012, File No. 001-10989.
Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors.Incorporated by reference herein. Previously filed as Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
129


Exhibit
Number
Description of DocumentLocation of Document
Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012, File No. 001-10989.
First Amendment to the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.6.2 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed February 13, 2015, File No. 001-10989.
Form of Restricted Stock Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.6.3 to our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 13, 2015, File No. 001-10989.
Form of Stock Option Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.4 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.
Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.
Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121.
Form of Performance-Based Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.8 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
Form of Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.9 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
Form of Transition Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.10 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
Form of Performance-Based Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.11 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
Form of Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.12 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.

Exhibit
Number
Description of DocumentLocation of Document
Form of Transition Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.Incorporated by reference herein. Previously filed as Exhibit 10.10.13 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on April 28, 2017, File No. 001-10989.
Ventas Executive Deferred Stock Compensation Plan, as amended and restated on December 7, 2017.Incorporated by reference herein. Previously filed as Exhibit 10.9.1 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989.
Deferral Election Form under the Ventas Executive Deferred Stock Compensation Plan, as amended and restated on December 7, 2017.
Incorporated by reference herein. Previously filed as Exhibit 10.9.2 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989.
.


130


Exhibit
Number
Description of DocumentLocation of Document
Ventas Nonemployee Directors’ Deferred Stock Compensation Plan, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.13.1 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan.Incorporated by reference herein. Previously filed as Exhibit 10.13.2 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006.Incorporated by reference herein. Previously filed as Exhibit 10.1 to the Nationwide Health Properties, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed on May 4, 2006, File No. 001-09028.
Amendment dated October 28, 2008 to the Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006.Incorporated by reference herein. Previously filed as Exhibit 10.9 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028.
Second Amended and Restated Employment Agreement dated as of March 22, 2011 between Ventas, Inc. and Debra A. Cafaro.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989.
Employment Agreement dated as of July 31, 1998 between Ventas, Inc. and T. Richard Riney.Incorporated by reference herein. Previously filed as Exhibit 10.15.2.1 to our Annual Report on Form 10-K for the year ended December 31, 2002, filed on February 26, 2003, File No. 001-10989.
Amendment dated as of September 30, 1999 to Employment Agreement between Ventas, Inc. and T. Richard Riney.Incorporated by reference herein. Previously filed as Exhibit 10.15.2.2 to our Annual Report on Form 10-K for the year ended December 31, 2002, filed on February 26, 2003, File No. 001-10989.
Amendment dated as of March 19, 2007 to Employment Agreement between Ventas, Inc. and T. Richard Riney.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on March 23, 2007, File No. 001-10989.
Amendment dated as of December 31, 2008 to Employment Agreement between Ventas, Inc. and T. Richard Riney.Incorporated by reference herein. Previously filed as Exhibit 10.15.4 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
Amended and Restated Change-in-Control Severance Agreement dated as of March 22, 2011 between Ventas, Inc. and T. Richard Riney.Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on March 24, 2011, File No. 001-10989.
Employee Protection and Noncompetition Agreement dated June 17, 2015 between Ventas, Inc. and Todd W. Lillibridge.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on June 23, 2015, File No., 001-10989.

Exhibit
Number10.15.1*
Description of DocumentLocation of Document
Employment Transition Agreement dated as of July 25, 2017 between Ventas, Inc. and Todd W. Lillibridge.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on October 27, 2017, File No. 001-10989.
Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb.Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 18, 2014, File No. 001-10989.
Amendment dated December 8, 2017 to Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb.Incorporated by reference herein. Previously filed as Exhibit 10.16.2 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989.
Offer Letter dated September 16, 2014 from Ventas, Inc. to Robert F. Probst.Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.
Employee Protection and Noncompetition Agreement dated September 16, 2014 between Ventas, Inc. and Robert F. Probst.Incorporated by reference herein. Previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on September 29, 2014, File No. 001-10989.
Amendment dated December 8, 2017 to Employee Protection and Noncompetition Agreement dated as of September 16, 2014 between Ventas, Inc. and Robert F. Probst.
Incorporated by reference herein. Previously filed as Exhibit 10.17.3 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 9, 2018, File No. 001-10989.

Offer of Employment Term Sheet dated March 20, 2018 from Ventas, Inc. to Peter J. Bulgarelli.
Incorporated by reference herein. Previously filed as Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989.

Employee Protection and Noncompetition Agreement dated March 20, 2018 between Ventas, Inc. and Peter J. Bulgarelli..
Bulgarelli.
Incorporated by reference herein. Previously filed as Exhibit 10.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on April 27, 2018, File No. 001-10989.

Ventas Employee and Director Stock Purchase Plan, as amended.Incorporated by reference herein. Previously filed as Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, File No. 001-10989.
Employee Protection and Restrictive Covenants Agreement dated January 21, 2020 between Ventas, Inc. and Carey Shea Roberts.Incorporated by reference herein. Previously filed as Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
Employment Bonus Agreement dated March 4, 2020 between Ventas, Inc. and Carey Shea Roberts.Incorporated by reference herein. Previously filed as Exhibit 10.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
131


Exhibit
Number
Description of DocumentLocation of Document
Offer Letter dated December 22, 2019 from Ventas, Inc. to Carey Shea Roberts.
Incorporated by reference herein.Previously filed as Exhibit 10.18.3 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 23, 2021, File No. 001-10989
Employee Protection and Restrictive Covenants Agreement dated February 7, 2020 between Ventas, Inc. and J. Justin Hutchens.Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
Offer Letter dated January 30, 2020 from Ventas, Inc. to J. Justin Hutchens.
Incorporated by reference herein.Previously filed as Exhibit 10.19.2 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 23, 2021, File No. 001-10989
Subsidiaries of Ventas, Inc.Filed herewith.
List of Guarantors and Issuers of Guaranteed Securities.Filed herewith.
Consent of KPMG LLP.Filed herewith.
Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act.Filed herewith.
Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act.Filed herewith.
Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.Filed herewith.
Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.Filed herewith.
101The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements and (vii) Schedule III and IV.Filed herewith.
104Cover Page Interactive Data File.File (embedded within the Inline XBRL document).Filed herewith.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.


ITEM 16.    Form 10-K Summary
None.

132



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 8, 2019
18, 2022
VENTAS, INC.
VENTAS, INC.
By:
By:/s/ DEBRA A. CAFARO
Debra A. Cafaro
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


133


SignatureTitleDate
SignatureTitleDate
/s/ DEBRA A. CAFAROChairman and Chief Executive Officer (Principal Executive Officer)February 8, 201918, 2022
Debra A. Cafaro
/s/ ROBERT F. PROBSTExecutive Vice President and Chief Financial Officer (Principal Financial Officer)February 8, 201918, 2022
Robert F. Probst
/s/ GREGORY R. LIEBBESenior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)February 8, 201918, 2022
Gregory R. Liebbe
/s/ MELODY C. BARNESDirectorFebruary 8, 201918, 2022
Melody C. Barnes
/s/ JAY M. GELLERTDirectorFebruary 8, 201918, 2022
Jay M. Gellert
/s/ RICHARD I. GILCHRISTDirectorFebruary 8, 2019
Richard I. Gilchrist
/s/ MATTHEW J. LUSTIGDirectorFebruary 8, 201918, 2022
Matthew J. Lustig
/s/ ROXANNE M. MARTINODirectorFebruary 8, 201918, 2022
Roxanne M. Martino
/s/ MARGUERITE M. NADERDirectorFebruary 18, 2022
Marguerite M. Nader
/s/ SEAN P. NOLANDirectorFebruary 18, 2022
Sean P. Nolan
/s/ WALTER C. RAKOWICHDirectorFebruary 8, 201918, 2022
Walter C. Rakowich
/s/ ROBERT D. REEDDirectorFebruary 8, 201918, 2022
Robert D. Reed
/s/ JAMES D. SHELTONDirectorFebruary 8, 201918, 2022
James D. Shelton
/s/ MAURICE S. SMITHDirectorFebruary 18, 2022
Maurice S. Smith



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