Business Wire | Nov 6, 2020 07:01AM EST

Ventas Reports 2020 Third Quarter Results

Nov. 06, 2020

CHICAGO--(BUSINESS WIRE)--Nov. 06, 2020--Ventas, Inc. (NYSE: VTR) (the "Company") today reported results for the third quarter ended September 30, 2020.

"Our solid third quarter results were driven by our strong and diverse portfolio, steady performance in our Office and Triple-Net Healthcare businesses and stable sequential income in our Senior Housing Operating Portfolio," said Debra A. Cafaro, Ventas Chairman and CEO. "We also drove our Research and Innovation business forward with our investment in a $1 billion trophy life science portfolio in South San Francisco, while expanding our third-party capital management platform to over $3 billion in assets under management, demonstrating the compelling, demographically driven growth potential of healthcare real estate," she added.

"In senior housing, our team reached significant mutually beneficial arrangements with Brookdale, our largest tenant. As we assess the Senior Housing Operating Portfolio, move-ins continued to show sustained improvement through the end of the third quarter and October when resident move-ins exceeded move-outs. However, recent clinical and economic trends remain dynamic and highly uncertain and will continue to affect our Senior Housing Operating Portfolio results. The health and safety of our residents, operating partners and frontline caregivers remains our top priority," Cafaro concluded.

Third Quarter 2020 Results

Third quarter 2020 financial results for the Company were affected by the COVID-19 pandemic. Results per share, compared to third quarter 2019, are as follows:

Quarter Ended September 30

2020 2019 $ % Change Change

Net (loss) income attributable to common $0.03 $0.23 ($0.19) (87%)stockholders ("Net Income (Loss)")

Reported Funds from Operations, as defined bythe National Association of Real Estate $0.65 $0.84 ($0.19) (23%)Investment Trusts ("Nareit FFO")*

Normalized Funds from Operations ("FFO")* $0.75 $0.96 ($0.21) (22%)

*Represents a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release, our third quarter 2020 10-Q and our third quarter 2020 supplemental for additional information.

Net income attributable to common stockholders and Nareit FFO per share in the third quarter 2020 versus the same period in 2019 was the result of $0.21 per share of lower property and interest income and $0.06 per share of non-cash charges, as a result of the COVID-19 pandemic. The non-cash charges, including the write-off of all of the existing straight-line rents receivable from Genesis Healthcare, did not affect the Company's Normalized FFO in the quarter. See page 34 of the third quarter 2020 supplemental for additional information.

Third Quarter Property Results, SHOP Operating Data and Select Fourth Quarter Information

*Represents a non-GAAP financial measure. Refer to the Non-GAAP FinancialMeasures Reconciliation tables at the end of this press release, our thirdquarter 2020 10-Q and our third quarter 2020 supplemental for additionalinformation.

Net income attributable to common stockholders and Nareit FFO per share in the third quarter 2020 versus the same period in 2019 was the result of $0.21 per share of lower property and interest income and $0.06 per share of non-cash charges, as a result of the COVID-19 pandemic. The non-cash charges, including the write-off of all of the existing straight-line rents receivable from Genesis Healthcare, did not affect the Company's Normalized FFO in the quarter. See page 34 of the third quarter 2020 supplemental for additional information.

Third Quarter Property Results, SHOP Operating Data and Select Fourth Quarter Information

Sequential Same-Store Cash NOI* Growth

% Change Assets 3Q20 2Q20 % Change (excl. BKD Consideration)



SHOP 395 $109M $109M (0.6%) (0.6%)

NNN 375 $310M $166M 86.8% (10.4%)

Office 364 $126M $126M 0.4% 0.4%

Total Company 1,134 $545M $401M 36.0% (4.3%)

* Represents a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release, our third quarter 2020 10-Q and our third quarter 2020 supplemental for additional information.

* Senior Housing Operating ("SHOP") Portfolio (28 percent of portfolio):For the third quarter 2020, sequential same-store pool (395 assets) cash NOI of $109 million was stable compared to the prior quarter, in line with the Company's expectations. All COVID-19 SHOP impacts, including elevated testing, labor, cleaning and supplies costs, have been reflected in property operating results. Leading Indicators: Leads and move-ins showed consistently improving trends through the end of September. In September, leads and move-ins were 85 percent and 94 percent, respectively, as compared to the prior year. Occupancy: September average occupancy of 79.6 percent was 130 basis points lower than June average occupancy of 80.9 percent. Occupancy loss declined at an improving rate intra quarter through the end of September. In September, average occupancy of was 30 basis points lower as compared to August 2020 average occupancy. Revenue Per Occupied Room: Revenue per occupied room in the third quarter declined 0.3 percent sequentially in the United States and increased 0.5 percent sequentially in Canada. Operating Expenses: Operating expenses improved 4.5 percent sequentially. Third quarter COVID-19 related operating expenses were lower as compared to the second quarter, though they remain elevated compared to the prior year due to the COVID-19 pandemic. SHOP Operating Data and Fourth Quarter Trends: October resident move-ins exceeded move-outs, netting nearly 100 incremental residents. Ventas's operators have administered nearly 140,000 COVID-19 tests to front line caregivers and residents. 93 percent of Ventas's SHOP communities have either never had a confirmed COVID-19 resident case or have not had a confirmed COVID-19 resident case in the last 14 days. Currently, 96 percent of Ventas's communities are open to new resident move-ins. HHS Provider Relief: Ventas has applied for approximately $35 million in grants under Phase II of the Department of Health and Human Services' Provider Relief Fund on behalf of its SHOP assisted living communities to partially mitigate losses attributable to COVID-19. Although the Company has begun to receive amounts under some of those applications, there can be no assurance that it will receive all of the grants for which it has applied. The Company continues to evaluate the terms, conditions and permitted uses associated with the grants and is in the process of determining what portions of these grants the Company will be able to retain and use.

* Triple-Net ("NNN") Portfolio (38 percent of portfolio): Substantially all expected third quarter and October 2020 rent due to date has been paid by the Company's NNN tenants. Effective July 1, 2020, Ventas reached mutually beneficial arrangements (the "Brookdale Agreements") with Brookdale Senior Living Inc. ("Brookdale"), the nation's largest senior housing operator, to reset Brookdale's annual cash rent to $100 million. Ventas received up-front consideration approximating $235 million (including $162 million in cash), representing over two and a half years of the cash rent reduction. Warrants exercisable at $3 per share through December 31, 2025, which represented eight percent of Brookdale's fully diluted shares at the time of grant, were included in the up-front consideration, providing Ventas shareholders with the opportunity for meaningful upside participation in a senior housing recovery. All of the $235 million in consideration is being amortized in Ventas's GAAP results over the 5.5-year remaining life of the Brookdale lease; and the up-front $162 million cash received is included only in the third quarter 2020 cash NOI and FAD results. Same-store cash NOI growth was driven by the $162 million cash consideration received under the Brookdale Agreements. Excluding receipt of such cash payment, the decline in sequential NNN same store cash NOI was principally the result of the Brookdale cash rent reset.

* Office Portfolio (31 percent of portfolio): The Company has received 99 percent of third quarter and October Office contractual rent. The Office portfolio again delivered sequentially improving performance in the third quarter, growing reported same store cash NOI 0.4 percent in the third quarter versus the second quarter 2020. Medical Office tenant retention achieved a record 90 percent in third quarter 2020.

Driving Research & Innovation Business

* The Ventas Life Science and Healthcare Real Estate Fund, L.P. (the "Fund") acquired a trophy life science portfolio ("SSF Life Science Portfolio") in the premier South San Francisco life science cluster for $1.0 billion at an expected forward cash NOI cap rate of approximately five percent. The portfolio consists of a campus of three newly developed or renovated buildings totaling nearly 800,000 square feet, is 96 percent leased and has a weighted average lease term of over six years. The portfolio is purpose-built for advanced research functions and predominantly dedicated to best-in-class lab space supporting biotechnology and other life sciences research. Ventas's interest in the SSF Life Science Portfolio, as the sponsor and general partner of the Fund, is 21 percent. The acquisition was financed with over $400 million in mortgage debt at 2.6 percent for ten years. For additional information, please reference the press release issued October 15, 2020.

* Construction of the One uCity project, Ventas's expansion of the Philadelphia uCity Square submarket, recommenced on October 1, 2020. One uCity is a 400,000 square foot state-of-the-art life science building designed to LEED(r) standards.

* Ventas now owns or has investments in an R&I portfolio: Containing over seven million square feet and spanning 39 operating properties Including a presence in the top two life science clusters, San Francisco and Cambridge, MA Residing on the campuses of more than 15 top-tier research universities, including University of Pennsylvania, Yale University, Washington University in St Louis, Duke University and Brown University, collectively ranking in the top 5 percent of all NIH funding and conducting over 10 percent of all university life science research and development in the nation Expanding with four new properties, consisting of nearly 1.4 million additional square feet, currently under development with three leading research institutions: the University of Pittsburgh, Arizona State University and Drexel University

Third-Party Capital Management Platform

* With the acquisition of the SSF Life Science Portfolio, the Fund has more than doubled its assets under management to $1.8 billion.

* In October, Ventas formed a joint venture with GIC. The joint venture, of which Ventas is the manager, will initially own four in-progress university-based R&I development projects with total estimated project costs of approximately $930 million. The joint venture may be expanded to over $2 billion in assets through the addition of pre-identified future R&I development projects. This joint venture enables Ventas to retain a majority interest in ongoing R&I developments and accelerate additional projects from its pipeline of opportunities. For additional information, please reference the separate press release issued today.

* Ventas now has over $3 billion in assets under management in vehicles with private third-party capital from institutional sources. This institutional third-party capital management platform provides Ventas and its stakeholders numerous strategic benefits including: Further diversification of Ventas's capital sources Augmenting Ventas's significant investment capacity Expanding Ventas's strategic reach Maximizing the impact of Ventas's excellent team, industry knowledge and brand Enabling global institutional investors to invest with Ventas in a public or private investment structure Enhancing Ventas's liquidity and financial flexibility

* The results of both the Fund and the GIC JV assets are expected to be reported on an unconsolidated basis in the Company's GAAP reported financial statements.

Environmental, Social and Governance ("ESG") Leadership

* Ventas today published its third annual Corporate Sustainability Report ("CSR"). The report includes details on its new ambitious, long-term environmental goals to significantly reduce the Company's emissions, energy, water and waste and its commitment to the Science Based Targets initiative (SBTi) to set and measure its emissions goals in alignment with current climate science. The full CSR report and additional information about the Company's ESG initiatives are available on the Company's website at www.ventasreit.com/corporate-responsibility.

Balance Sheet and Financial Strength; Organizational Efficiency

* Ventas paid down substantially all of its borrowings under its $3.0 billion Revolving Credit Facility in June and July 2020.

* In October, Ventas used existing cash on hand to reduce near term debt maturities by retiring $236 million of the 3.25% senior notes due in 2022.

* During and subsequent to the third quarter, the Company issued and sold under its "at the market" equity offering program a total of 1.5 million shares of common stock at an average gross issuance price of $44.88 per share, resulting in nearly $67 million in gross proceeds, used to fund its equity portion of the SSF Life Science investment.

* As of November 5, 2020, the Company has robust liquidity of $3.2 billion, including $2.9 billion of undrawn revolver capacity and $0.3 billion in cash and cash equivalents on hand, and no commercial paper outstanding.

* The Company ended the quarter with an annualized Adjusted Net Debt to EBITDA ratio of 6.8x and Total Indebtedness to Gross Asset Value of 37 percent.

* As a result of its decisive actions, the Company realized approximately $30 million of annualized SG&A savings in the third quarter relative to the SG&A reported in FY 2019, consistent with its previous estimates.

Third Quarter Dividend

The Company paid its third quarter 2020 dividend of $0.45 per share on October 13, 2020 to stockholders of record on October 1, 2020.

Third Quarter 2020 Conference Call and Investor Presentation

Ventas will hold a conference call to discuss this earnings release today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in number for the conference call is (844) 776-7841 (or +1 (661) 378-9542 for international callers), and the participant passcode is "Ventas." The call will also be webcast live by Intrado DM and can be accessed at the Company's website at www.ventasreit.com. A replay of the call will be available at the Company's website, or by calling (855) 859-2056 (or +1 (404) 537-3406 for international callers), passcode 1296127, beginning on November 6, 2020, at approximately 1:00 p.m. Eastern Time and will remain available for 30 days.

A presentation outlining the Company's third quarter results and a business update is posted to the "Investor Presentations" section of Ventas's website at https://www.ventasreit.com/investor-presentations.

About Ventas

Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries - healthcare and real estate. As one of the world's foremost Real Estate Investment Trusts (REIT), we use the power of capital to unlock the value of real estate, partnering with leading care providers, developers, research and medical institutions, innovators and healthcare organizations whose success is buoyed by the demographic tailwind of an aging population. For more than twenty years, Ventas has followed a successful strategy that endures: combining a high-quality diversified portfolio of properties and capital sources to manage through cycles, working with industry leading partners, and a collaborative and experienced team focused on producing consistent growing cash flows and superior returns on a strong balance sheet, ultimately rewarding Ventas shareholders. As of September 30, 2020, Ventas owned or managed through unconsolidated joint ventures approximately 1,200 properties.

The Company routinely announces material information to investors and the marketplace using press releases, Securities and Exchange Commission ("SEC") filings, public conference calls, webcasts and the Company's website at www.ventasreit.com/investor-relations. The information that the Company posts to its website may be deemed to be material. Accordingly, the Company encourages investors and others interested in the Company to routinely monitor and review the information that the Company posts on its website, in addition to following the Company's press releases, SEC filings and public conference calls and webcasts. Supplemental information regarding the Company can be found on the Company's website under the "Investor Relations" section or at https://www.ventasreit.com/investor-relations/annual-reports-supplemental-information. A comprehensive listing of the Company's properties is available at www.ventasreit.com/our-portfolio/properties-by-stateprovince.

Non-GAAP Financial Measures

This press release includes certain financial performance measures not defined by generally accepted accounting principles in the Unites States ("GAAP"). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. We believe such measures provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. Our definitions and calculations of these non-GAAP measures may not be the same as similar measures reported by other REITs.

These non-GAAP financial measures should not be considered 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.

Certain of the information contained herein, including intra-quarter operating information and number of confirmed cases of COVID-19, has been provided by our operators 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.

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. Ventas, Inc. (the "Company") does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. Certain factors that could prevent the Company from achieving its stated goals include, but are not limited to: (a) the effects of the ongoing COVID-19 pandemic and measures intended to manage the pandemic on the Company's business, results of operations, cash flows and financial condition, including declines in revenues and increases in operating costs in the Company's senior housing operating portfolio, deterioration in the financial condition of the Company's tenants and their ability to satisfy their payment obligations to the Company; constraints in the Company's ability to access capital and other sources of financing; increased risk of claims, litigation and regulatory proceedings that may adversely affect the Company; and the ability of federal, state and local governments to respond to and manage the COVID-19 pandemic effectively; (b) the ability and willingness of the Company's tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (c) the ability of the Company's 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; (d) the Company's ability to implement its business strategy; (e) 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 federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (f) the nature and extent of future competition, including new construction in the markets in which the Company's senior housing communities and office buildings are located; (g) the extent and effect of the results of the Presidential election on, and more broadly, future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (h) increases in the Company's borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of the London Inter-bank Offered Rate after 2021; (i) the ability of the Company's tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company's senior housing properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (j) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company's revenues, earnings and funding sources; (k) the Company's level of indebtedness and ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (l) the Company's ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (m) final determination of the Company's taxable net income for the year ending December 31, 2020; (n) the ability and willingness of the Company's tenants to renew their leases with the Company upon expiration of the leases, the Company's ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (o) risks associated with the Company's senior living operating portfolio, such as factors that can cause volatility in the Company's operating income and earnings generated by those properties, including without limitation national and regional economic conditions, 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; (p) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (q) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company's leases and the Company's earnings; (r) the Company's ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (s) the impact of damage to the Company's properties from catastrophic weather and other natural events and the physical effects of climate change; (t) the impact of increased operating costs and uninsured professional liability claims on the Company's liquidity, financial condition and results of operations or that of the Company's tenants, operators, borrowers and managers, and the ability of the Company and the Company's tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (u) risks associated with the Company's office building portfolio and operations, including the Company's ability to successfully design, develop and manage office buildings and to retain key personnel; (v) the ability of the hospitals on or near whose campuses the Company's medical office buildings are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (w) risks associated with the Company's investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners' financial condition; (x) the Company's ability to obtain the financial results expected from its development and redevelopment projects; (y) the impact of market or issuer events on the liquidity or value of the Company's investments in marketable securities; (z) consolidation activity in the senior housing and healthcare industries resulting in a change of control of, or a competitor's investment in, one or more of the Company's tenants, operators, borrowers or managers or significant changes in the senior management of the Company's tenants, operators, borrowers or managers; (aa) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; (bb) changes in accounting principles, or their application or interpretation, and the Company's ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company's earnings; and (cc) the other factors set forth in the Company's periodic filings with the SEC.

* Represents a non-GAAP financial measure. Refer to the Non-GAAP FinancialMeasures Reconciliation tables at the end of this press release, our thirdquarter 2020 10-Q and our third quarter 2020 supplemental for additionalinformation.

* Senior Housing Operating ("SHOP") Portfolio (28 percent of portfolio):For the third quarter 2020, sequential same-store pool (395 assets) cash NOI of $109 million was stable compared to the prior quarter, in line with the Company's expectations. All COVID-19 SHOP impacts, including elevated testing, labor, cleaning and supplies costs, have been reflected in property operating results. Leading Indicators: Leads and move-ins showed consistently improving trends through the end of September. In September, leads and move-ins were 85 percent and 94 percent, respectively, as compared to the prior year. Occupancy: September average occupancy of 79.6 percent was 130 basis points lower than June average occupancy of 80.9 percent. Occupancy loss declined at an improving rate intra quarter through the end of September. In September, average occupancy of was 30 basis points lower as compared to August 2020 average occupancy. Revenue Per Occupied Room: Revenue per occupied room in the third quarter declined 0.3 percent sequentially in the United States and increased 0.5 percent sequentially in Canada. Operating Expenses: Operating expenses improved 4.5 percent sequentially. Third quarter COVID-19 related operating expenses were lower as compared to the second quarter, though they remain elevated compared to the prior year due to the COVID-19 pandemic. SHOP Operating Data and Fourth Quarter Trends: October resident move-ins exceeded move-outs, netting nearly 100 incremental residents. Ventas's operators have administered nearly 140,000 COVID-19 tests to front line caregivers and residents. 93 percent of Ventas's SHOP communities have either never had a confirmed COVID-19 resident case or have not had a confirmed COVID-19 resident case in the last 14 days. Currently, 96 percent of Ventas's communities are open to new resident move-ins. HHS Provider Relief: Ventas has applied for approximately $35 million in grants under Phase II of the Department of Health and Human Services' Provider Relief Fund on behalf of its SHOP assisted living communities to partially mitigate losses attributable to COVID-19. Although the Company has begun to receive amounts under some of those applications, there can be no assurance that it will receive all of the grants for which it has applied. The Company continues to evaluate the terms, conditions and permitted uses associated with the grants and is in the process of determining what portions of these grants the Company will be able to retain and use.

* Triple-Net ("NNN") Portfolio (38 percent of portfolio): Substantially all expected third quarter and October 2020 rent due to date has been paid by the Company's NNN tenants. Effective July 1, 2020, Ventas reached mutually beneficial arrangements (the "Brookdale Agreements") with Brookdale Senior Living Inc. ("Brookdale"), the nation's largest senior housing operator, to reset Brookdale's annual cash rent to $100 million. Ventas received up-front consideration approximating $235 million (including $162 million in cash), representing over two and a half years of the cash rent reduction. Warrants exercisable at $3 per share through December 31, 2025, which represented eight percent of Brookdale's fully diluted shares at the time of grant, were included in the up-front consideration, providing Ventas shareholders with the opportunity for meaningful upside participation in a senior housing recovery. All of the $235 million in consideration is being amortized in Ventas's GAAP results over the 5.5-year remaining life of the Brookdale lease; and the up-front $162 million cash received is included only in the third quarter 2020 cash NOI and FAD results. Same-store cash NOI growth was driven by the $162 million cash consideration received under the Brookdale Agreements. Excluding receipt of such cash payment, the decline in sequential NNN same store cash NOI was principally the result of the Brookdale cash rent reset.

* Office Portfolio (31 percent of portfolio): The Company has received 99 percent of third quarter and October Office contractual rent. The Office portfolio again delivered sequentially improving performance in the third quarter, growing reported same store cash NOI 0.4 percent in the third quarter versus the second quarter 2020. Medical Office tenant retention achieved a record 90 percent in third quarter 2020.

Driving Research & Innovation Business

* The Ventas Life Science and Healthcare Real Estate Fund, L.P. (the "Fund") acquired a trophy life science portfolio ("SSF Life Science Portfolio") in the premier South San Francisco life science cluster for $1.0 billion at an expected forward cash NOI cap rate of approximately five percent. The portfolio consists of a campus of three newly developed or renovated buildings totaling nearly 800,000 square feet, is 96 percent leased and has a weighted average lease term of over six years. The portfolio is purpose-built for advanced research functions and predominantly dedicated to best-in-class lab space supporting biotechnology and other life sciences research. Ventas's interest in the SSF Life Science Portfolio, as the sponsor and general partner of the Fund, is 21 percent. The acquisition was financed with over $400 million in mortgage debt at 2.6 percent for ten years. For additional information, please reference the press release issued October 15, 2020.

* Construction of the One uCity project, Ventas's expansion of the Philadelphia uCity Square submarket, recommenced on October 1, 2020. One uCity is a 400,000 square foot state-of-the-art life science building designed to LEED(r) standards.

* Ventas now owns or has investments in an R&I portfolio: Containing over seven million square feet and spanning 39 operating properties Including a presence in the top two life science clusters, San Francisco and Cambridge, MA Residing on the campuses of more than 15 top-tier research universities, including University of Pennsylvania, Yale University, Washington University in St Louis, Duke University and Brown University, collectively ranking in the top 5 percent of all NIH funding and conducting over 10 percent of all university life science research and development in the nation Expanding with four new properties, consisting of nearly 1.4 million additional square feet, currently under development with three leading research institutions: the University of Pittsburgh, Arizona State University and Drexel University

Third-Party Capital Management Platform

* With the acquisition of the SSF Life Science Portfolio, the Fund has more than doubled its assets under management to $1.8 billion.

* In October, Ventas formed a joint venture with GIC. The joint venture, of which Ventas is the manager, will initially own four in-progress university-based R&I development projects with total estimated project costs of approximately $930 million. The joint venture may be expanded to over $2 billion in assets through the addition of pre-identified future R&I development projects. This joint venture enables Ventas to retain a majority interest in ongoing R&I developments and accelerate additional projects from its pipeline of opportunities. For additional information, please reference the separate press release issued today.

* Ventas now has over $3 billion in assets under management in vehicles with private third-party capital from institutional sources. This institutional third-party capital management platform provides Ventas and its stakeholders numerous strategic benefits including: Further diversification of Ventas's capital sources Augmenting Ventas's significant investment capacity Expanding Ventas's strategic reach Maximizing the impact of Ventas's excellent team, industry knowledge and brand Enabling global institutional investors to invest with Ventas in a public or private investment structure Enhancing Ventas's liquidity and financial flexibility

* The results of both the Fund and the GIC JV assets are expected to be reported on an unconsolidated basis in the Company's GAAP reported financial statements.

Environmental, Social and Governance ("ESG") Leadership

* Ventas today published its third annual Corporate Sustainability Report ("CSR"). The report includes details on its new ambitious, long-term environmental goals to significantly reduce the Company's emissions, energy, water and waste and its commitment to the Science Based Targets initiative (SBTi) to set and measure its emissions goals in alignment with current climate science. The full CSR report and additional information about the Company's ESG initiatives are available on the Company's website at www.ventasreit.com/corporate-responsibility.

Balance Sheet and Financial Strength; Organizational Efficiency

* Ventas paid down substantially all of its borrowings under its $3.0 billion Revolving Credit Facility in June and July 2020.

* In October, Ventas used existing cash on hand to reduce near term debt maturities by retiring $236 million of the 3.25% senior notes due in 2022.

* During and subsequent to the third quarter, the Company issued and sold under its "at the market" equity offering program a total of 1.5 million shares of common stock at an average gross issuance price of $44.88 per share, resulting in nearly $67 million in gross proceeds, used to fund its equity portion of the SSF Life Science investment.

* As of November 5, 2020, the Company has robust liquidity of $3.2 billion, including $2.9 billion of undrawn revolver capacity and $0.3 billion in cash and cash equivalents on hand, and no commercial paper outstanding.

* The Company ended the quarter with an annualized Adjusted Net Debt to EBITDA ratio of 6.8x and Total Indebtedness to Gross Asset Value of 37 percent.

* As a result of its decisive actions, the Company realized approximately $30 million of annualized SG&A savings in the third quarter relative to the SG&A reported in FY 2019, consistent with its previous estimates.

Third Quarter Dividend

The Company paid its third quarter 2020 dividend of $0.45 per share on October 13, 2020 to stockholders of record on October 1, 2020.

Third Quarter 2020 Conference Call and Investor Presentation

Ventas will hold a conference call to discuss this earnings release today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in number for the conference call is (844) 776-7841 (or +1 (661) 378-9542 for international callers), and the participant passcode is "Ventas." The call will also be webcast live by Intrado DM and can be accessed at the Company's website at www.ventasreit.com. A replay of the call will be available at the Company's website, or by calling (855) 859-2056 (or +1 (404) 537-3406 for international callers), passcode 1296127, beginning on November 6, 2020, at approximately 1:00 p.m. Eastern Time and will remain available for 30 days.

A presentation outlining the Company's third quarter results and a business update is posted to the "Investor Presentations" section of Ventas's website at https://www.ventasreit.com/investor-presentations.

About Ventas

Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries - healthcare and real estate. As one of the world's foremost Real Estate Investment Trusts (REIT), we use the power of capital to unlock the value of real estate, partnering with leading care providers, developers, research and medical institutions, innovators and healthcare organizations whose success is buoyed by the demographic tailwind of an aging population. For more than twenty years, Ventas has followed a successful strategy that endures: combining a high-quality diversified portfolio of properties and capital sources to manage through cycles, working with industry leading partners, and a collaborative and experienced team focused on producing consistent growing cash flows and superior returns on a strong balance sheet, ultimately rewarding Ventas shareholders. As of September 30, 2020, Ventas owned or managed through unconsolidated joint ventures approximately 1,200 properties.

The Company routinely announces material information to investors and the marketplace using press releases, Securities and Exchange Commission ("SEC") filings, public conference calls, webcasts and the Company's website at www.ventasreit.com/investor-relations. The information that the Company posts to its website may be deemed to be material. Accordingly, the Company encourages investors and others interested in the Company to routinely monitor and review the information that the Company posts on its website, in addition to following the Company's press releases, SEC filings and public conference calls and webcasts. Supplemental information regarding the Company can be found on the Company's website under the "Investor Relations" section or at https://www.ventasreit.com/investor-relations/annual-reports-supplemental-information. A comprehensive listing of the Company's properties is available at www.ventasreit.com/our-portfolio/properties-by-stateprovince.

Non-GAAP Financial Measures

This press release includes certain financial performance measures not defined by generally accepted accounting principles in the Unites States ("GAAP"). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. We believe such measures provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. Our definitions and calculations of these non-GAAP measures may not be the same as similar measures reported by other REITs.

These non-GAAP financial measures should not be considered 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.

Certain of the information contained herein, including intra-quarter operating information and number of confirmed cases of COVID-19, has been provided by our operators 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.

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. Ventas, Inc. (the "Company") does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. Certain factors that could prevent the Company from achieving its stated goals include, but are not limited to: (a) the effects of the ongoing COVID-19 pandemic and measures intended to manage the pandemic on the Company's business, results of operations, cash flows and financial condition, including declines in revenues and increases in operating costs in the Company's senior housing operating portfolio, deterioration in the financial condition of the Company's tenants and their ability to satisfy their payment obligations to the Company; constraints in the Company's ability to access capital and other sources of financing; increased risk of claims, litigation and regulatory proceedings that may adversely affect the Company; and the ability of federal, state and local governments to respond to and manage the COVID-19 pandemic effectively; (b) the ability and willingness of the Company's tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (c) the ability of the Company's 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; (d) the Company's ability to implement its business strategy; (e) 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 federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (f) the nature and extent of future competition, including new construction in the markets in which the Company's senior housing communities and office buildings are located; (g) the extent and effect of the results of the Presidential election on, and more broadly, future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (h) increases in the Company's borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of the London Inter-bank Offered Rate after 2021; (i) the ability of the Company's tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company's senior housing properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (j) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company's revenues, earnings and funding sources; (k) the Company's level of indebtedness and ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (l) the Company's ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (m) final determination of the Company's taxable net income for the year ending December 31, 2020; (n) the ability and willingness of the Company's tenants to renew their leases with the Company upon expiration of the leases, the Company's ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (o) risks associated with the Company's senior living operating portfolio, such as factors that can cause volatility in the Company's operating income and earnings generated by those properties, including without limitation national and regional economic conditions, 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; (p) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (q) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company's leases and the Company's earnings; (r) the Company's ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (s) the impact of damage to the Company's properties from catastrophic weather and other natural events and the physical effects of climate change; (t) the impact of increased operating costs and uninsured professional liability claims on the Company's liquidity, financial condition and results of operations or that of the Company's tenants, operators, borrowers and managers, and the ability of the Company and the Company's tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (u) risks associated with the Company's office building portfolio and operations, including the Company's ability to successfully design, develop and manage office buildings and to retain key personnel; (v) the ability of the hospitals on or near whose campuses the Company's medical office buildings are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (w) risks associated with the Company's investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners' financial condition; (x) the Company's ability to obtain the financial results expected from its development and redevelopment projects; (y) the impact of market or issuer events on the liquidity or value of the Company's investments in marketable securities; (z) consolidation activity in the senior housing and healthcare industries resulting in a change of control of, or a competitor's investment in, one or more of the Company's tenants, operators, borrowers or managers or significant changes in the senior management of the Company's tenants, operators, borrowers or managers; (aa) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; (bb) changes in accounting principles, or their application or interpretation, and the Company's ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company's earnings; and (cc) the other factors set forth in the Company's periodic filings with the SEC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)



September 30, June 30, March 31, December 31, September 30,

2020 2020 2020 2019 2019



Assets

Real estate investments:

Land and $ 2,268,583 $ 2,258,699 $ 2,246,245 $ 2,285,648 $ 2,280,877 improvements

Buildings and 24,196,730 23,964,691 23,826,989 24,386,051 24,459,114 improvements

Construction 567,052 496,349 505,648 461,815 432,713 in progress

Acquired lease 1,246,312 1,242,414 1,243,571 1,308,077 1,334,915 intangibles

Operating 386,946 389,302 391,908 385,225 388,480 lease assets

28,665,623 28,351,455 28,214,361 28,826,816 28,896,099

Accumulateddepreciation (7,687,211 ) (7,453,251 ) (7,241,597 ) (7,092,243 ) (6,964,061 )andamortization

Net realestate 20,978,412 20,898,204 20,972,764 21,734,573 21,932,038 property

Secured loansreceivable and 604,452 681,831 623,716 704,612 709,714 investments,net

Investments inunconsolidated 162,860 166,039 165,745 45,022 45,905 real estateentities

Net realestate 21,745,724 21,746,074 21,762,225 22,484,207 22,687,657 investments

Cash and cash 588,343 992,824 2,848,115 106,363 148,063 equivalents

Escrowdeposits and 40,147 36,312 38,144 39,739 60,533 restrictedcash

Goodwill 1,050,742 1,050,115 1,050,137 1,051,161 1,049,985

Assets held 15,748 76,021 69,199 85,527 4,520 for sale

Deferredincome tax 304 304 47,495 47,495 - assets, net

Other assets 779,475 687,738 802,513 877,716 852,795

Total assets $ 24,220,483 $ 24,589,388 $ 26,617,828 $ 24,692,208 $ 24,803,553



Liabilities and equity

Liabilities:

Senior notespayable and $ 12,047,919 $ 12,530,036 $ 14,172,279 $ 12,158,773 $ 12,053,184 other debt

Accrued 97,828 117,687 87,245 111,115 85,214 interest

Operatinglease 247,255 248,912 250,357 251,196 249,237 liabilities

Accountspayable and 1,234,933 998,446 1,141,551 1,145,939 1,194,162 otherliabilities

Liabilitiesrelated to 1,987 5,514 4,765 5,224 1,531 assets heldfor sale

Deferredincome tax 53,711 56,963 47,533 200,831 147,524 liabilities

Total 13,683,633 13,957,558 15,703,730 13,873,078 13,730,852 liabilities



Redeemable OPunitholder and 249,143 231,920 197,701 273,678 312,478 noncontrollinginterests



Commitmentsand contingencies



Equity:

Ventasstockholders' equity:

Preferredstock, $1.00par value; - - - - - 10,000 sharesauthorized,unissued

Common stock,$0.25 parvalue;373,940;373,113;373,094;372,811; and372,726;shares issued 93,467 93,261 93,256 93,185 93,164 at September30, 2020, June30, 2020,March 31,2020, December31, 2019, andSeptember 30,2019,respectively

Capital inexcess of par 14,142,349 14,118,119 14,135,657 14,056,453 14,017,030 value

Accumulatedother (65,042 ) (82,761 ) (103,408 ) (34,564 ) (59,857 )comprehensiveloss

Retainedearnings (3,972,647 ) (3,816,460 ) (3,491,696 ) (3,669,050 ) (3,384,421 )(deficit)

Treasurystock, 33; 24;22; 2; and 3shares atSeptember 30,2020, June 30,2020, March (1,275 ) (947 ) (867 ) (132 ) (210 )31, 2020,December 31,2019, andSeptember 30,2019,respectively

Total Ventasstockholders' 10,196,852 10,311,212 10,632,942 10,445,892 10,665,706 equity

Noncontrolling 90,855 88,698 83,455 99,560 94,517 interests

Total equity 10,287,707 10,399,910 10,716,397 10,545,452 10,760,223

Totalliabilities $ 24,220,483 $ 24,589,388 $ 26,617,828 $ 24,692,208 $ 24,803,553 and equity

CONSOLIDATED STATEMENTS OF INCOME(In thousands, except per share amounts)



For the Three Months For the Nine Months Ended Ended

September 30, September 30,

2020 2019 2020 2019

Revenues

Rental income:

Triple-net leased $ 156,136 $ 193,383 $ 527,238 $ 589,833

Office 198,376 214,939 599,696 618,555

354,512 408,322 1,126,934 1,208,388

Resident fees and 541,322 541,090 1,667,421 1,583,262 services

Office building and 3,868 2,959 10,669 8,168 other services revenue

Income from loans and 18,666 30,164 62,203 66,819 investments

Interest and other 572 620 6,965 10,109 income

Total revenues 918,940 983,155 2,874,192 2,876,746

Expenses

Interest 115,505 113,967 355,333 334,955

Depreciation and 249,366 234,603 847,797 696,710 amortization

Property-level operating expenses:

Senior living 422,653 388,011 1,265,362 1,115,834

Office 66,934 67,144 192,192 191,972

Triple-net leased 5,398 6,338 17,004 20,092

494,985 461,493 1,474,558 1,327,898

Office building services 557 627 1,827 1,775 costs

General, administrative 34,228 40,530 106,747 124,369 and professional fees

Loss on extinguishment 7,386 37,434 7,386 41,861 of debt, net

Merger-related expenses 11,325 4,304 26,129 11,084 and deal costs

Allowance on loansreceivable and 4,999 - 34,654 - investments

Other 3,534 2,164 10,624 (9,294 )

Total expenses 921,885 895,122 2,865,055 2,529,358

(Loss) income beforeunconsolidated entities,real estate (2,945 ) 88,033 9,137 347,388 dispositions, incometaxes and noncontrollinginterests

Income (loss) from 865 854 (15,861 ) (2,621 )unconsolidated entities

Gain on real estate 12,622 36 240,101 24,633 dispositions

Income tax benefit 3,195 (2,005 ) 95,855 57,004 (expense)

Income from continuing 13,737 86,918 329,232 426,404 operations

Net income 13,737 86,918 329,232 426,404

Net income attributableto noncontrolling 986 1,659 534 4,831 interests

Net income attributable $ 12,751 $ 85,259 $ 328,698 $ 421,573 to common stockholders

Earnings per common share

Basic:

Income from continuing $ 0.04 $ 0.23 $ 0.88 $ 1.17 operations

Net income attributable 0.03 0.23 0.88 1.16 to common stockholders

Diluted:

Income from continuing $ 0.04 $ 0.23 $ 0.88 $ 1.16 operations

Net income attributable 0.03 0.23 0.87 1.15 to common stockholders



Weighted average sharesused in computing earnings per commonshare

Basic 373,177 372,426 372,997 363,724

Diluted 376,295 376,625 376,112 367,657

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)



For the Three Months Ended

September June 30, March 31, December September 30, 31, 30,

2020 2020 2020 2019 2019

Revenues

Rental income:

Triple-net $ 156,136 $ 176,240 $ 194,862 $ 191,065 $ 193,383 leased

Office 198,376 192,925 208,395 210,423 214,939

354,512 369,165 403,257 401,488 408,322

Resident fees 541,322 549,329 576,770 568,271 541,090 and services

Officebuilding and 3,868 3,673 3,128 2,988 2,959 other servicesrevenue

Income fromloans and 18,666 19,491 24,046 22,382 30,164 investments

Interest and 572 1,540 4,853 875 620 other income

Total revenues 918,940 943,198 1,012,054 996,004 983,155



Expenses

Interest 115,505 123,132 116,696 116,707 113,967

Depreciationand 249,366 349,594 248,837 348,910 234,603 amortization

Property-leveloperating expenses:

Senior living 422,653 432,578 410,131 405,564 388,011

Office 66,934 60,752 64,506 68,277 67,144

Triple-net 5,398 5,275 6,331 6,469 6,338 leased

494,985 498,605 480,968 480,310 461,493

Officebuilding 557 543 727 544 627 services costs

General,administrativeand 34,228 29,984 42,535 41,627 40,530 professionalfees

Loss onextinguishment 7,386 - - 39 37,434 of debt, net

Merger-relatedexpenses and 11,325 6,586 8,218 4,151 4,304 deal costs

Allowance onloans 4,999 29,655 - - - receivable andinvestments

Other 3,534 3,382 3,708 (8,315 ) 2,164

Total expenses 921,885 1,041,481 901,689 983,973 895,122



(Loss) incomebeforeunconsolidatedentities, realestate (2,945 ) (98,283 ) 110,365 12,031 88,033 dispositions,income taxesandnoncontrollinginterests

Income (loss)from 865 (5,850 ) (10,876 ) 167 854 unconsolidatedentities

Gain on realestate 12,622 1,254 226,225 1,389 36 dispositions

Income taxbenefit 3,195 (56,356 ) 149,016 (694 ) (2,005 )(expense)

Income (loss)from 13,737 (159,235 ) 474,730 12,893 86,918 continuingoperations

Net income 13,737 (159,235 ) 474,730 12,893 86,918 (loss)

Net income(loss)attributable 986 (2,065 ) 1,613 1,450 1,659 tononcontrollinginterests

Net income(loss)attributable $ 12,751 $ (157,170 ) $ 473,117 $ 11,443 $ 85,259 to commonstockholders



Earnings per common share

Basic:

Income (loss)from $ 0.04 $ (0.43 ) $ 1.27 $ 0.03 $ 0.23 continuingoperations

Net income(loss)attributable 0.03 (0.42 ) 1.27 0.03 0.23 to commonstockholders

Diluted:^1

Income (loss)from $ 0.04 $ (0.43 ) $ 1.26 $ 0.03 $ 0.23 continuingoperations

Net income(loss)attributable 0.03 (0.42 ) 1.26 0.03 0.23 to commonstockholders



Weightedaverage sharesused in computingearnings percommon share

Basic 373,177 372,982 372,829 372,663 372,426

Diluted 376,295 376,024 375,997 376,453 376,625

1 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Nine Months Ended September 30,

2020 2019

Cash flows from operating activities:

Net income $ 329,232 $ 426,404

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 847,797 696,710

Amortization of deferred revenue and lease (25,343 ) (6,484 )intangibles, net

Other non-cash amortization 15,211 16,910

Allowance on loans receivable and investments 34,654 -

Stock-based compensation 17,322 26,670

Straight-lining of rental income 107,134 (25,680 )

Loss on extinguishment of debt, net 7,386 41,861

Gain on real estate dispositions (240,101 ) (24,633 )

Gain on real estate loan investments (167 ) -

Income tax benefit (99,702 ) (60,249 )

Loss from unconsolidated entities 15,869 2,621

Distributions from unconsolidated entities 2,960 1,400

Other 15,615 9,236

Changes in operating assets and liabilities:

Increase in other assets (68,228 ) (59,366 )

Decrease in accrued interest (12,975 ) (15,909 )

Increase in accounts payable and other liabilities 207,749 54,057

Net cash provided by operating activities 1,154,413 1,083,548

Cash flows from investing activities:

Net investment in real estate property (77,625 ) (939,805 )

Investment in loans receivable (113,147 ) (1,257,577 )

Proceeds from real estate disposals 682,604 77,555

Proceeds from loans receivable 106,966 1,008,683

Development project expenditures (309,967 ) (229,845 )

Capital expenditures (94,407 ) (99,787 )

Distributions from unconsolidated entities - 151

Investment in unconsolidated entities (7,832 ) (1,711 )

Insurance proceeds for property damage claims 33 20,457

Net cash provided by (used in) investing 186,625 (1,421,879 )activities

Cash flows from financing activities:

Net change in borrowings under revolving credit (74,144 ) 278,677 facilities

Net change in borrowings under commercial paper (565,524 ) 304,508 program

Proceeds from debt 657,557 2,206,577

Repayment of debt (127,528 ) (2,456,135 )

Payment of deferred financing costs (7,564 ) (17,867 )

Issuance of common stock, net 36,395 942,250

Cash distribution to common stockholders (760,363 ) (861,789 )

Cash distribution to redeemable OP unitholders (5,954 ) (6,882 )

Cash issued for redemption of OP Units (575 ) (361 )

Contributions from noncontrolling interests 1,138 4,959

Distributions to noncontrolling interests (9,666 ) (6,403 )

Proceeds from stock option exercises 3,518 34,134

Other (4,989 ) (6,601 )

Net cash (used in) provided by financing (857,699 ) 415,067 activities

Net increase in cash, cash equivalents and 483,339 76,736 restricted cash

Effect of foreign currency translation (951 ) 396

Cash, cash equivalents and restricted cash at 146,102 131,464 beginning of period

Cash, cash equivalents and restricted cash at end $ 628,490 $ 208,596 of period



Supplemental schedule of non-cash activities:

Assets acquired and liabilities assumed from acquisitions and other:

Real estate investments $ 169,484 $ 1,056,481

Other assets 1,224 11,123

Debt 55,368 907,746

Other liabilities 2,707 46,336

Deferred income tax liability 337 -

Noncontrolling interests 20,259 113,522

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)

For the Three Months Ended

September June 30, March 31, December September 30, 31, 30,

2020 2020 2020 2019 2019

Cash flows fromoperating activities:

Net income $ 13,737 $ (159,235 ) $ 474,730 $ 12,893 $ 86,918 (loss)

Adjustments toreconcile netincome to net cash providedby operatingactivities:

Depreciationand 249,366 349,594 248,837 348,910 234,603 amortization

Amortization ofdeferredrevenue and (19,009 ) (3,361 ) (2,973 ) (1,483 ) (339 )leaseintangibles,net

Other non-cash 5,558 5,802 3,851 6,075 5,323 amortization

Allowance onloans 4,999 29,655 - - - receivable andinvestments

Stock-based 5,765 1,043 10,514 7,253 8,195 compensation

Straight-liningof rental 15,635 98,287 (6,788 ) (4,393 ) (8,680 )income

Loss onextinguishment 7,386 - - 39 37,434 of debt, net

Gain on realestate (12,622 ) (1,254 ) (226,225 ) (1,389 ) (36 )dispositions

Gain on realestate loan - - (167 ) - - investments

Income tax(benefit) (4,575 ) 55,146 (150,273 ) 1,331 946 expense

(Income) lossfrom (865 ) 5,858 10,876 (157 ) (854 )unconsolidatedentities

Distributionsfrom 1,360 - 1,600 200 100 unconsolidatedentities

Other 2,859 8,951 3,805 4,028 4,145

Changes inoperating assets andliabilities:

(Increase)decrease in (55,765 ) 1,305 (13,768 ) (17,327 ) (14,894 )other assets

(Decrease)increase in (20,069 ) 30,126 (23,032 ) 25,646 (27,307 )accruedinterest

Increase(decrease) inaccounts 240,642 (16,358 ) (16,535 ) (27,391 ) 28,775 payable andotherliabilities

Net cashprovided by 434,402 405,559 314,452 354,235 354,329 operatingactivities

Cash flows frominvesting activities:

Net investmentin real estate (156 ) 2,070 (79,539 ) (18,320 ) (731,766 )property

Investment inloans (45,857 ) (66,239 ) (1,051 ) (610 ) (750,429 )receivable

Proceeds fromreal estate 54,800 2,365 625,439 70,300 3,150 disposals

Proceeds fromloans 191 7,658 99,117 8,626 719,026 receivable

Developmentproject (129,569 ) (86,169 ) (94,229 ) (174,078 ) (115,619 )expenditures

Capital (40,888 ) (26,730 ) (26,789 ) (56,937 ) (41,406 )expenditures

Distributionsfrom - - - 21 151 unconsolidatedentities

Investment inunconsolidated 33 (2,056 ) (5,809 ) (2,144 ) (777 )entities

Insurance(expense)proceeds for (9 ) - 42 9,722 3,518 property damageclaims

Net cash (usedin) provided by (161,455 ) (169,101 ) 517,181 (163,420 ) (914,152 )investingactivities

Cash flows fromfinancing activities:

Net change inborrowingsunder revolving (539,560 ) (2,296,737 ) 2,762,153 (848,568 ) 785,228 creditfacilities

Net change inborrowingsunder - - (565,524 ) 261,016 34,698 commercialpaper program

Proceeds from 17,024 557,774 82,759 806,614 1,493,643 debt

Repayment of (16,227 ) (48,328 ) (62,973 ) (167,781 ) (1,459,074 )debt

Payment ofdeferred (15 ) (5,586 ) (1,963 ) (3,536 ) (11,030 )financing costs

Issuance ofcommon stock, 36,395 - - (165 ) 76,217 net

Cashdistribution to (168,078 ) (295,981 ) (296,304 ) (295,931 ) (294,647 )commonstockholders

Cashdistribution to (1,326 ) (2,303 ) (2,325 ) (2,336 ) (2,331 )redeemable OPunitholders

Cash issued forredemption of (5 ) - (570 ) (1,842 ) (361 )OP Units

Contributionsfrom 792 191 155 1,323 1,365 noncontrollinginterests

Distributionsto (3,373 ) (3,750 ) (2,543 ) (3,314 ) (2,300 )noncontrollinginterests

Proceeds fromstock option - 129 3,389 2,045 8,396 exercises

Other (98 ) 63 (4,954 ) (1,918 ) 131

Net cash (usedin) provided by (674,471 ) (2,094,528 ) 1,911,300 (254,393 ) 629,935 financingactivities

Net (decrease)increase incash, cash (401,524 ) (1,858,070 ) 2,742,933 (63,578 ) 70,112 equivalents andrestricted cash

Effect offoreign 878 947 (2,776 ) 1,084 188 currencytranslation

Cash, cashequivalents andrestricted cash 1,029,136 2,886,259 146,102 208,596 138,296 at beginning ofperiod

Cash, cashequivalents andrestricted cash $ 628,490 $ 1,029,136 $ 2,886,259 $ 146,102 $ 208,596 at end ofperiod

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)(In thousands)

For the Three Months Ended

September June 30, March December September 30, 30, 31, 31,

2020 2020 2020 2019 2019

Supplementalschedule of non-cashactivities:

Assets acquiredand liabilitiesassumed from acquisitions andother:

Real estate $ 92,373 $ 76,578 $ 533 $ 657 $ 1,055,412 investments

Other assets 610 558 56 17 10,940

Debt - 55,368 - - 907,746

Other liabilities 610 1,699 398 785 45,084

Deferred income 337 - - 95 - tax liability

Noncontrolling - 20,068 191 (206 ) 113,522 interests

Equity issued forredemption of OP - - - 127 - Units

NON-GAAP FINANCIAL MEASURES RECONCILIATIONFunds From Operations (FFO) and Funds Available for Distribution (FAD)^1

(Dollars in thousands, except per share amounts)

Q3 YoY

2019 2020 Growth

Q3 Q4 FY Q1 Q2 Q3 YTD 19-'20

Net income(loss)attributable to $ 85,259 $ 11,443 $ 433,016 $ 473,117 $ (157,170 ) $ 12,751 $ 328,698 (85 %)commonstockholders

Net income(loss)attributable to $ 0.23 $ 0.03 $ 1.17 $ 1.26 $ (0.42 ) $ 0.03 $ 0.87 (87 %)commonstockholdersper share^2

Adjustments:

Depreciationandamortization on 233,078 347,371 1,039,550 247,330 348,110 247,969 843,409 real estateassets

Depreciation onreal estateassets related (2,496 ) (3,682 ) (9,762 ) (3,843 ) (4,068 ) (4,475 ) (12,386 ) tononcontrollinginterests

Depreciation onreal estateassets related (456 ) 311 187 561 1,307 1,360 3,228 tounconsolidatedentities

Gain on realestate (36 ) (1,389 ) (26,022 ) (226,225 ) (1,254 ) (12,622 ) (240,101 ) dispositions

(Loss) gain onreal estatedispositions - (11 ) 343 (6 ) (3 ) - (9 ) related tononcontrollinginterests

Gain on realestatedispositions (67 ) (395 ) (1,263 ) - - - - related tounconsolidatedentities

Subtotal: FFO 230,023 342,205 1,003,033 17,817 344,092 232,232 594,141 add-backs

Subtotal: FFOadd-backs per $ 0.61 $ 0.91 $ 2.71 $ 0.05 $ 0.92 $ 0.62 $ 1.58 share

FFO (Nareit)attributable to $ 315,282 $ 353,648 $ 1,436,049 $ 490,934 $ 186,922 $ 244,983 $ 922,839 (22 %)commonstockholders

FFO (Nareit)attributable tocommon $ 0.84 $ 0.94 $ 3.88 $ 1.31 $ 0.50 $ 0.65 $ 2.45 (23 %)stockholdersper share



Adjustments:

Change in fairvalue of (7 ) (22 ) (78 ) (10 ) (13 ) 1,157 1,134 financialinstruments

Non-cash incometax expense 946 1,330 (58,918 ) (140,895 ) 55,505 (4,763 ) (90,153 ) (benefit)

Loss onextinguishment 37,434 39 41,900 - - 7,386 7,386 of debt, net

(Gain) loss onnon-real estatedispositions (34 ) 19 (18 ) 239 - (244 ) (5 ) related tounconsolidatedentities

Merger-relatedexpenses, deal 4,726 5,089 18,208 8,773 6,605 12,793 28,171 costs andre-audit costs

Amortization ofother 121 121 484 118 118 118 354 intangibles

Other itemsrelated to 502 374 3,291 (875 ) (263 ) 290 (848 ) unconsolidatedentities

Non-cash impactof changes to 1,729 1,165 7,812 6,895 (3,337 ) (1,923 ) 1,635 equity plan

Naturaldisaster (101 ) (10,704 ) (25,683 ) 941 252 125 1,318 (recoveries)expenses, net

Impact ofHoliday lease - - - - (50,184 ) - (50,184 ) termination

Write-off ofstraightlinerental income, - - - - 52,368 18,408 70,776 net ofnoncontrollinginterests

Allowance onloaninvestments andimpairment ofunconsolidated - - - - 40,320 4,635 44,955 entities, netofnoncontrollinginterests

Subtotal:normalized FFO 45,316 (2,589 ) (13,002 ) (124,814 ) 101,371 37,982 14,539 add-backs

Subtotal:normalized FFO $ 0.12 $ (0.01 ) $ (0.04 ) $ (0.33 ) $ 0.27 $ 0.10 $ 0.04 add-backs pershare

Normalized FFOattributable to $ 360,598 $ 351,059 $ 1,423,047 $ 366,120 $ 288,293 $ 282,965 $ 937,378 (22 %)commonstockholders

Normalized FFOattributable tocommon $ 0.96 $ 0.93 $ 3.85 $ 0.97 $ 0.77 $ 0.75 $ 2.49 (22 %)stockholdersper share



Non-cash itemsincluded in normalized FFO:

Amortization ofdeferredrevenue and (339 ) (1,483 ) (7,967 ) (2,973 ) (3,362 ) (19,009 ) (25,344 ) leaseintangibles,net

Other non-cashamortization,including fair 5,444 6,075 22,985 3,851 5,803 5,558 15,212 market value ofdebt

Stock-based 6,466 6,088 26,111 3,619 4,380 7,688 15,687 compensation

Straight-liningof rental (8,680 ) (4,393 ) (30,073 ) (6,788 ) (5,526 ) (4,648 ) (16,962 ) income

Subtotal:non-cash items 2,891 6,287 11,056 (2,291 ) 1,295 (10,411 ) (11,407 ) included innormalized FFO

Cash impact ofBrookdale lease - - - - - 161,533 161,533 modification

Cash impact ofHoliday lease - - - - 33,795 - 33,795 termination

FAD Capital (39,695 ) (55,400 ) (152,582 ) (24,972 ) (26,102 ) (39,955 ) (91,029 ) Expenditures^3

Normalized FADattributable to $ 323,794 $ 301,946 $ 1,281,521 $ 338,857 $ 297,281 $ 394,132 $ 1,030,270 22 %commonstockholders

Merger-relatedexpenses, deal (4,726 ) (5,089 ) (18,208 ) (8,773 ) (6,605 ) (12,793 ) (28,171 ) costs andre-audit costs

Other itemsrelated to (502 ) (374 ) (3,291 ) 875 263 (290 ) 848 unconsolidatedentities

FADattributable to $ 318,566 $ 296,483 $ 1,260,022 $ 330,959 $ 290,939 $ 381,049 $ 1,002,947 20 %commonstockholders

Weightedaverage diluted 376,625 376,453 369,886 375,997 376,024 376,295 376,112 shares



^1 Per share quarterly amounts may not add to annual per share amounts due tomaterial changes in the Company's weighted average diluted share count, if any.Per share amounts may not add to total per share amounts due to rounding.

^2 Potential common shares are not included in the computation of dilutedearnings per share when a loss from continuing operations exists as the effectwould be an antidilutive per share amount.

^3 2019 FAD Capital Expenditures have been updated to exclude the impact ofInitial Capital Expenditures. Impact on reported values are as follows: Q3 2019($1.7M), Q4 2019 ($1.5M) and FY 2019 ($4.1M).

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, the Company considers FFO, normalized FFO, FAD and normalized FAD to be appropriate supplemental measures of operating performance of an equity REIT. In particular, the Company believes that normalized FFO is useful because it allows investors, analysts and Company management to compare the Company's 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, the Company provides information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and Company management to assess the impact of those items on the Company's financial results.

The Company uses 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. The Company defines 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 the Company's debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to the Company's executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on the Company's income statement and non-cash charges related to 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 the Company's historical financial statements and related matters; (h) net expenses or recoveries related to natural disasters and (i) any other incremental items set forth in the normalized FFO reconciliation included herein.

Normalized FAD represents normalized FFO excluding non-cash components and straight-line rent adjustments, deducting FAD Capital Expenditures plus cash received related to lease terminations and modifications. FAD Capital Expenditures are (i) Ventas-invested capital expenditures, whether routine or non-routine, that extend the useful life of a property but are not expected to generate incremental income for the Company (ii) Office Building and Triple-Net leasing commissions paid to third-party agents and (iii) capital expenditures for second-generation tenant improvements. It excludes (i) costs for a first generation lease (e.g., a development project) or related to properties that have undergone redevelopment and (ii) Initial Capital Expenditures, which are defined as capital expenditures required to bring a newly acquired or newly transitioned property up to standard. Initial Capital Expenditures are typically incurred within the first 12 months after acquisition or transition, respectively.

FAD represents normalized FAD after subtracting merger-related expenses, deal costs and re-audit costs and other unusual items related to unconsolidated entities.

FFO, normalized FFO, FAD and normalized FAD presented herein 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. FFO, normalized FFO, FAD and normalized FAD should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of the Company's financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company's liquidity, nor are they necessarily indicative of sufficient cash flow to fund all of the Company's needs. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results of the Company, FFO, normalized FFO, FAD and normalized FAD should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Debt to Adjusted Pro Forma EBITDA^1

(Dollars in thousands)

For the Three Months Ended September 30, 2020:



Net income attributable to common stockholders $ 12,751

Adjustments:

Interest 115,505

Loss on extinguishment of debt, net 7,386

Taxes (including tax amounts in general, administrative and (1,849 )professional fees)

Depreciation and amortization 249,366

Non-cash stock-based compensation expense 5,765

Merger-related expenses, deal costs and re-audit costs 11,325

Net income attributable to noncontrolling interests, adjusted (6,359 )for consolidated joint venture partners' share of EBITDA

Loss from unconsolidated entities, adjusted for Ventas share of 11,811 EBITDA from unconsolidated entities

Gain on real estate dispositions (12,622 )

Unrealized foreign currency gains (146 )

Change in fair value of financial instruments 1,155

Natural disaster expenses (recoveries), net 181

Write-off of straightline rental income, net of noncontrolling 18,408 interests

Allowance on loan investments, net of noncontrolling interests 4,635

Adjusted EBITDA $ 417,312

Adjustments for current period activity (1,385 )

Adjusted Pro Forma EBITDA $ 415,927



Adjusted Pro Forma EBITDA annualized $ 1,663,708



As of September 30, 2020:



Total debt $ 12,047,919

Cash (588,343 )

Restricted cash pertaining to debt (21,021 )

Consolidated joint venture partners' share of debt (259,994 )

Ventas share of debt from unconsolidated entities 120,807

Net debt $ 11,299,368



Net debt to Adjusted Pro Forma EBITDA 6.8 x



1 Totals may not add due to rounding.

The table above illustrates net debt to pro forma earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense, asset impairment and valuation allowances), excluding gains or losses on extinguishment of debt, 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 the Company's 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 leases, and including (a) the Company's share of EBITDA from unconsolidated entities and (b) other immaterial or identified items ("Adjusted EBITDA").

The information above considers the pro forma effect on Adjusted EBITDA of the Company's activity during the three months ended September 30, 2020, as if the transactions had been consummated as of the beginning of the period ("Adjusted Pro Forma EBITDA") and considers any other incremental items set forth in the Adjusted Pro Forma EBITDA reconciliation included herein.

The Company believes that net debt, Adjusted Pro Forma EBITDA and net debt to Adjusted Pro Forma EBITDA are useful to investors, analysts and Company management because they allow the comparison of the Company's credit strength between periods and to other real estate companies without the effect of items that by their nature are not comparable from period to period.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Operating Income (NOI) and Same-Store Cash NOI by Segment (ConstantCurrency)

(Dollars in thousands)

For the Three Months Ended September 30, 2020 and 2019

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended September 30, 2020

Net incomeattributable to $ 12,751 commonstockholders

Adjustments:

Interest and (572 )other income

Interest 115,505

Depreciationand 249,366 amortization

General,administrativeand 34,228 professionalfees

Loss onextinguishment 7,386 of debt, net

Merger-relatedexpenses and 11,325 deal costs

Allowance onloans 4,999 receivable andinvestments

Other 3,534

Income fromunconsolidated (865 )entities

Gain on realestate (12,622 )dispositions

Income tax (3,195 )benefit

Net incomeattributable to 986 noncontrollinginterests

Reported $ 150,738 $ 118,669 $ 133,325 $ 20,094 $ 422,826 segment NOI

Adjustments to Cash NOI:

Straight-liningof rental (2,072 ) - (2,576 ) - (4,648 )income

Non-cash rental (12,687 ) - (5,936 ) - (18,623 )income

Cash impact ofBrookdale lease 161,533 - - - 161,533 modification

Write-off ofstraightline 14,312 - 5,970 - 20,282 rental income

NOI notincluded in (642 ) 553 (1,749 ) - (1,838 )cash NOI^1

Non-segment NOI - - - (20,094 ) (20,094 )

Cash NOI 311,182 119,222 129,034 - 559,438

Adjustments to Same-store NOI:

Cash NOI notincluded in (689 ) (35,420 ) (4,274 ) - (40,383 )same-store

Same-store cashNOI (constant $ 310,493 $ 83,802 $ 124,760 $ - $ 519,055 currency)

Percentageincrease 90.2 % (42.2 %) (2.2 %) 19.1 %(decrease)

AdjustedSame-store cash NOI:

Less cashimpact of (161,533 ) - - - (161,533 )Brookdale leasemodification

AdjustedSame-store cash $ 148,960 $ 83,802 $ 124,760 $ - $ 357,522 NOI - constantcurrency

Adjustedpercentagedecrease - (8.7 %) (42.2 %) (2.2 %) (17.9 %)constantcurrency



For the Three Months Ended September 30, 2019

Net income attributable to common stockholders

$

85,259

Adjustments:

Interest and other income

(620

)

Interest

113,967

Depreciation and amortization

234,603

General, administrative and professional fees

40,530

Loss on extinguishment of debt, net

37,434

Merger-related expenses and deal costs

4,304

Other

2,164

Income from unconsolidated entities

(854

)

Gain on real estate dispositions

(36

)

Income tax expense

2,005

Net income attributable to noncontrolling interests

1,659

Reported segment NOI

$

187,045

$

153,079

$

149,227

$

31,064

$

520,415

Adjustments to Cash NOI:

Straight-lining of rental income

(3,871

)

-

(4,809

)

-

(8,680

)

Non-cash rental income

(906

)

-

928

-

22

NOI not included in cash NOI1

(18,939

)

540

(13,565

)

-

(31,964

)

Non-segment NOI

-

-

-

(31,064

)

(31,064

)

NOI impact from change in FX

278

(171

)

-

-

107

Cash NOI

$

163,607

$

153,448

$

131,781

$

-

$

448,836

Adjustments to Same-store NOI:

Cash NOI not included in same-store

(382

)

(8,596

)

(4,201

)

-

(13,179

)

NOI impact from change in FX

-

15

-

-

15

Same-store cash NOI (constant currency)

$

163,225

$

144,867

$

127,580

$

-

$

435,672

1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels.

For the Three Months Ended September 30, 2019

Net incomeattributable to $ 85,259 commonstockholders

Adjustments:

Interest and (620 )other income

Interest 113,967

Depreciationand 234,603 amortization

General,administrativeand 40,530 professionalfees

Loss onextinguishment 37,434 of debt, net

Merger-relatedexpenses and 4,304 deal costs

Other 2,164

Income fromunconsolidated (854 )entities

Gain on realestate (36 )dispositions

Income tax 2,005 expense

Net incomeattributable to 1,659 noncontrollinginterests

Reported $ 187,045 $ 153,079 $ 149,227 $ 31,064 $ 520,415 segment NOI

Adjustments to Cash NOI:

Straight-liningof rental (3,871 ) - (4,809 ) - (8,680 )income

Non-cash rental (906 ) - 928 - 22 income

NOI notincluded in (18,939 ) 540 (13,565 ) - (31,964 )cash NOI^1

Non-segment NOI - - - (31,064 ) (31,064 )

NOI impact from 278 (171 ) - - 107 change in FX

Cash NOI $ 163,607 $ 153,448 $ 131,781 $ - $ 448,836

Adjustments to Same-store NOI:

Cash NOI notincluded in (382 ) (8,596 ) (4,201 ) - (13,179 )same-store

NOI impact from - 15 - - 15 change in FX

Same-store cashNOI (constant $ 163,225 $ 144,867 $ 127,580 $ - $ 435,672 currency)

1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels.

For the Three Months Ended September 30, 2020 and June 30, 2020

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended September 30, 2020

Net incomeattributable to $ 12,751 commonstockholders

Adjustments:

Interest and (572 ) other income

Interest 115,505

Depreciationand 249,366 amortization

General,administrativeand 34,228 professionalfees

Loss onextinguishment 7,386 of debt, net

Merger-relatedexpenses and 11,325 deal costs

Allowance onloans 4,999 receivable andinvestments

Other 3,534

Income fromunconsolidated (865 ) entities

Gain on realestate (12,622 ) dispositions

Income tax (3,195 ) benefit

Net incomeattributable to 986 noncontrollinginterests

Reported $ 150,738 $ 118,669 $ 133,325 $ 20,094 $ 422,826 segment NOI

Adjustments to Cash NOI:

Straight-liningof rental (2,072 ) - (2,576 ) - (4,648 ) income

Non-cash rental (12,687 ) - (5,936 ) - (18,623 ) income

Cash impact ofBrookdale lease 161,533 - - - 161,533 modification

Write-off ofstraightline 14,312 - 5,970 - 20,282 rental income

NOI notincluded in (642 ) 553 (1,749 ) - (1,838 ) cash NOI^1

Non-segment NOI - - - (20,094 ) (20,094 )

Cash NOI 311,182 119,222 129,034 - 559,438

Adjustments to Same-store NOI:

Cash NOI notincluded in (689 ) (10,578 ) (2,969 ) - (14,236 ) same-store

Same-store cashNOI (constant $ 310,493 $ 108,644 $ 126,065 $ - $ 545,202 currency)

Percentageincrease 86.8 % (0.6 %) 0.4 % 36.0 %(decrease)

AdjustedSame-store cash NOI:

Less cashimpact of (161,533 ) - - - (161,533 ) Brookdale leasemodification

AdjustedSame-store cash $ 148,960 $ 108,644 $ 126,065 $ - $ 383,669 NOI - constantcurrency

Adjustedpercentage(decrease) (10.4 %) (0.6 %) 0.4 % (4.3 %)increase -constantcurrency



For the Three Months Ended June 30, 2020

Net lossattributable to $ (157,170 ) commonstockholders

Adjustments:

Interest and (1,540 ) other income

Interest 123,132

Depreciationand 349,594 amortization

General,administrativeand 29,984 professionalfees

Merger-relatedexpenses and 6,586 deal costs

Allowance onloans 29,655 receivable andinvestments

Other 3,382

Loss fromunconsolidated 5,850 entities

Gain on realestate (1,254 ) dispositions

Income tax 56,356 expense

Net lossattributable to (2,065 ) noncontrollinginterests

Reported $ 170,965 $ 116,751 $ 133,887 $ 20,907 $ 442,510 segment NOI

Adjustments to Cash NOI:

Straight-liningof rental (2,183 ) - (3,343 ) - (5,526 ) income

Non-cash rental (1,803 ) - (1,238 ) - (3,041 ) income

Impact ofHoliday lease (50,184 ) - - - (50,184 ) termination

Write-off ofstraightline 53,304 - 898 - 54,202 rental income

NOI notincluded in (3,754 ) (1,917 ) (1,750 ) - (7,421 ) cash NOI^1

Non-segment NOI - - - (20,907 ) (20,907 )

NOI impact from 245 1,378 - - 1,623 change in FX

Cash NOI $ 166,590 $ 116,212 $ 128,454 $ - $ 411,256

Adjustments to Same-store NOI:

Cash NOI notincluded in (389 ) (6,905 ) (2,953 ) - (10,247 ) same-store

NOI impact fromchange in FX - 1 - - 1 not insame-store

Same-store cashNOI (constant $ 166,201 $ 109,308 $ 125,501 $ - $ 401,010 currency)

1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels.

For the Nine Months Ended September 30, 2020 and 2019

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Nine Months Ended September 30, 2020

Net incomeattributable to $ 328,698 commonstockholders

Adjustments:

Interest and (6,965 ) other income

Interest 355,333

Depreciationand 847,797 amortization

General,administrativeand 106,747 professionalfees

Loss onextinguishment 7,386 of debt, net

Merger-relatedexpenses and 26,129 deal costs

Allowance onloans 34,654 receivable andinvestments

Other 10,624

Loss fromunconsolidated 15,861 entities

Gain on realestate (240,101 ) dispositions

Income tax (95,855 ) benefit

Net incomeattributable to 534 noncontrollinginterests

Reported $ 510,234 $ 402,059 $ 412,548 $ 66,001 $ 1,390,842 segment NOI

Adjustments to Cash NOI:

Straight-liningof rental (6,948 ) - (10,014 ) - (16,962 ) income

Non-cash rental (16,019 ) - (8,278 ) - (24,297 ) income

Cashmodification 3,029 - (1,000 ) - 2,029 fees

Cash impact ofBrookdale lease 161,533 - - - 161,533 modification

Impact ofHoliday lease (50,184 ) - - - (50,184 ) termination

Write-off ofstraightline 67,616 - 6,868 - 74,484 rental income

NOI notincluded in (20,569 ) (1,184 ) (10,957 ) - (32,710 ) cash NOI^1

Non-segment NOI - - - (66,001 ) (66,001 )

Cash NOI 648,692 400,875 389,167 - 1,438,734

Adjustments to Same-store NOI:

Cashmodification - - 1,000 - 1,000 fees not insame-store

Cash NOI notincluded in (4,593 ) (89,768 ) (16,995 ) - (111,356 ) same-store

Same-store cashNOI (constant $ 644,099 $ 311,107 $ 373,172 $ - $ 1,328,378 currency)

Percentageincrease 32.0 % (31.3 %) 3.3 % 2.0 %(decrease)

AdjustedSame-store cash NOI:

Less cashimpact of (161,533 ) - - - (161,533 ) Brookdale leasemodification

AdjustedSame-store cash $ 482,566 $ 311,107 $ 373,172 $ - $ 1,166,845 NOI - constantcurrency

Adjustedpercentage(decrease) (1.1 %) (31.3 %) 3.3 % (10.4 %)increase -constantcurrency



For the Nine Months Ended September 30, 2019

Net income attributable to common stockholders

$

421,573

Adjustments:

Interest and other income

(10,109

)

Interest

334,955

Depreciation and amortization

696,710

General, administrative and professional fees

124,369

Loss on extinguishment of debt, net

41,861

Merger-related expenses and deal costs

11,084

Other

(9,294

)

Loss from unconsolidated entities

2,621

Gain on real estate dispositions

(24,633

)

Income tax benefit

(57,004

)

Net income attributable to noncontrolling interests

4,831

Reported segment NOI

$

569,741

$

467,428

$

430,493

$

69,302

$

1,536,964

Adjustments to Cash NOI:

Straight-lining of rental income

(11,444

)

-

(14,235

)

-

(25,679

)

Non-cash rental income

(2,885

)

-

(3,068

)

-

(5,953

)

Cash modification fees

100

-

-

-

100

NOI not included in cash NOI1

(63,134

)

(558

)

(33,731

)

-

(97,423

)

Non-segment NOI

-

-

-

(69,302

)

(69,302

)

NOI impact from change in FX

(32

)

(1,198

)

-

-

(1,230

)

Cash NOI

$

492,346

$

465,672

$

379,459

$

-

$

1,337,477

Adjustments to Same-store NOI:

Cash NOI not included in same-store

(4,298

)

(12,848

)

(18,175

)

-

(35,321

)

NOI impact from change in FX not in same-store

-

163

-

-

163

Same-store cash NOI (constant currency)

$

488,048

$

452,987

$

361,284

$

-

$

1,302,319

1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels.

The Company considers NOI and same-store cash NOI as important supplemental measures because they allow investors, analysts and the Company's management to assess its unlevered property-level operating results and to compare its operating results with those of other real estate companies and between periods on a consistent basis. The Company defines NOI as total revenues, less interest and other income, property-level operating expenses and office building services costs. In the case of NOI, cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies. The Company defines same-store as properties owned, consolidated and operational for the full period in both comparison periods and are not otherwise excluded; provided, however, that the Company 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 the Company's judgment such inclusion provides a more meaningful presentation of its portfolio performance. Newly acquired or recently developed or redeveloped properties in the Company's Seniors Housing Operating Portfolio ("SHOP") 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 the Office and Triple-Net Leased Portfolios will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. SHOP 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) those properties that are currently undergoing a materially disruptive redevelopment; (iv) for the Office Portfolio, those properties for which management has an intention to institute a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase net operating income, or maintain a market-competitive position and/or achieve property stabilization; or (v) for the SHOP and Triple-Net Leased Portfolios, 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 same-store NOI measures 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.

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CONTACT: Sarah Whitford (877) 4-VENTAS