Business Wire | Feb 18, 2021 06:55AM EST

Ventas Reports 2020 Fourth Quarter and Full Year Results

Feb. 18, 2021

CHICAGO--(BUSINESS WIRE)--Feb. 18, 2021--Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") today reported results for the fourth quarter and full year ended December 31, 2020.

"During 2020, Ventas's diverse portfolio, financial strength, experienced team, and committed operating partners enabled the Company to remain strong and stable. We are proud of our work throughout the year to prioritize health and safety and enhance our ESG profile, while continuing to advance our strategic growth objectives and delivering results ahead of expectations despite the enormous challenges posed by the COVID-19 pandemic," said Debra A. Cafaro, Ventas Chairman and CEO. "In particular, results were bolstered by our Office and Triple-Net Healthcare businesses which continued their positive performance."

Cafaro continued, "COVID-19 presented the most difficult clinical conditions across the country between November 2020 and through January of this year. As a result, occupancy in our Senior Housing Operating Portfolio ("SHOP"), after benefitting from steadily improving trends through October 2020, declined in the fourth quarter and into 2021, as operators experienced elevated move-outs and limited tours and move-ins to keep residents safe.

"At the same time, virtually all of our U.S. SHOP communities have already received the first dose of the vaccine, with nearly 90 percent scheduled to receive the second dose this month, protecting vulnerable older Americans in our communities. We are grateful that approximately 30,000 residents in our SHOP communities have been vaccinated against COVID-19.

"We are pleased that clinical trends in our SHOP communities have already begun to improve significantly. Leading indicators and demand are again showing strength, with leads in January at the highest level since the beginning of the pandemic. Operators are also beginning to safely reopen communities to tours and new move-ins and to offer a richer lifestyle to benefit residents and their families.

"Over the long term, resilient demand for senior housing and the strong value proposition senior housing offers to residents and their families, together with our high quality, diversified portfolio, position Ventas favorably to deliver value to our stakeholders," Cafaro concluded.

Full Year and Fourth Quarter 2020 Results(per share)

Year Ended December 31

2020 2019 $ % Change Change

Net Income (Loss) Attributable to Common $1.17 $1.17 ($0.00) (0.4%)Stockholders ("Attributable Net Income (Loss)")

Nareit FFO* $3.37 $3.88 ($0.51) (13.1%)

Normalized FFO* $3.32 $3.85 ($0.53) (13.8%)

Quarter Ended December 31

2020

2019

$ Change

% Change

Attributable Net Income (Loss)

$0.29

$0.03

$0.26

861.8%

Nareit FFO*

$0.92

$0.94

($0.02)

(2.1%)

Normalized FFO*

$0.83

$0.93

($0.10)

(10.8%)

Quarter Ended December 31

2020 2019 $ Change % Change

Attributable Net Income (Loss) $0.29 $0.03 $0.26 861.8%

Nareit FFO* $0.92 $0.94 ($0.02) (2.1%)

Normalized FFO* $0.83 $0.93 ($0.10) (10.8%)

*This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

Select 2020 Highlights

* Ensured financial strength and flexibility: $3 billion year-end liquidity 37 percent year-end Total Indebtedness to Gross Asset Value $0.5 billion lower Net Debt at year end 2020 compared to year end 2019 6.1x full year Net Debt to Adjusted Pro Forma EBITDA

* Consistently prioritized the health and safety of employees, residents, tenants and our operators and managers; served as a critical resource for information and best practices; and led our industry in providing COVID-19 testing and financial support to tenants and operators who were adversely affected by the pandemic.

* Proactively addressed the impact of the COVID-19 pandemic in our Triple-Net ("NNN") senior housing portfolio, announcing mutually beneficial arrangements with multiple tenants, including the two largest NNN senior housing tenants: Brookdale Senior Living Inc. ("Brookdale") and Holiday Retirement, receiving over $335 million in total up-front consideration.

* Advanced ground-up development of four Research & Innovation ("R&I") properties containing nearly 1.5 million square feet and continued to expand Ventas's footprint with partner Le Groupe Maurice ("LGM"), opening nearly 800 new units in two communities in Quebec.

* Received loan repayment and disposition proceeds approaching $1 billion at an average cash yield of 5.3 percent.

* Established the Company's third-party capital platform, Ventas Investment Management ("VIM"), bringing together our preexisting and new third-party capital ventures under one umbrella. These include the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the "Ventas Fund"), formed in March 2020 and our R&I development joint venture with GIC created in October 2020. VIM now has over $3 billion of assets under management.

* Expanded the Ventas Board of Directors (the "Board") when Marguerite Nader, CEO of Equity Lifestyles, joined our diverse Board.

* Received numerous ESG recognitions, including: the 2020 Nareit Health Care "Leader in the Light" award for a fourth consecutive year; the Bloomberg Gender-Equality Index for the first time; the 2020 Dow Jones Sustainability World Index for the second consecutive year; and maintained our industry leading position in GRESB.

Fourth Quarter 2020 Property Results

This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our* fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

Select 2020 Highlights

* Ensured financial strength and flexibility: $3 billion year-end liquidity 37 percent year-end Total Indebtedness to Gross Asset Value $0.5 billion lower Net Debt at year end 2020 compared to year end 2019 6.1x full year Net Debt to Adjusted Pro Forma EBITDA

* Consistently prioritized the health and safety of employees, residents, tenants and our operators and managers; served as a critical resource for information and best practices; and led our industry in providing COVID-19 testing and financial support to tenants and operators who were adversely affected by the pandemic.

* Proactively addressed the impact of the COVID-19 pandemic in our Triple-Net ("NNN") senior housing portfolio, announcing mutually beneficial arrangements with multiple tenants, including the two largest NNN senior housing tenants: Brookdale Senior Living Inc. ("Brookdale") and Holiday Retirement, receiving over $335 million in total up-front consideration.

* Advanced ground-up development of four Research & Innovation ("R&I") properties containing nearly 1.5 million square feet and continued to expand Ventas's footprint with partner Le Groupe Maurice ("LGM"), opening nearly 800 new units in two communities in Quebec.

* Received loan repayment and disposition proceeds approaching $1 billion at an average cash yield of 5.3 percent.

* Established the Company's third-party capital platform, Ventas Investment Management ("VIM"), bringing together our preexisting and new third-party capital ventures under one umbrella. These include the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the "Ventas Fund"), formed in March 2020 and our R&I development joint venture with GIC created in October 2020. VIM now has over $3 billion of assets under management.

* Expanded the Ventas Board of Directors (the "Board") when Marguerite Nader, CEO of Equity Lifestyles, joined our diverse Board.

* Received numerous ESG recognitions, including: the 2020 Nareit Health Care "Leader in the Light" award for a fourth consecutive year; the Bloomberg Gender-Equality Index for the first time; the 2020 Dow Jones Sustainability World Index for the second consecutive year; and maintained our industry leading position in GRESB.

Fourth Quarter 2020 Property Results

4Q20 (Quarterly Pools) Year-Over-Year Same-Store Cash NOI* Growth

Assets % Change



SHOP^1 377 (24.7%)

NNN 362 (10.0%)

Office 357 2.9%

Total Company 1,096 (11.8%)

4Q20 (Sequential Pools) Sequential Same-Store Cash NOI* Growth

Assets

% Change

% Change (excl. BKD)2

SHOP1

420

13.4%

NNN

363

(52.9%)

(0.6%)

Office

362

1.5%

Total Company

1,145

(26.1%)

4.4%

4Q20 (Sequential Pools) Sequential Same-Store Cash NOI* Growth

Assets % Change % Change (excl. BKD)^2



SHOP^1 420 13.4%

NNN 363 (52.9%) (0.6%)

Office 362 1.5%

Total Company 1,145 (26.1%) 4.4%

*

This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

1

Senior Housing Operating Portfolio ("SHOP") Same-Store Cash NOI reflects grants received in 4Q20 under the Provider Relief Fund administered by the Department of Health and Human Services (the "HHS Grants"). The HHS Grants are recorded as a contra expense within SHOP operating expenses. HHS Grants received in the Quarterly Pools and Sequential Pools in 4Q20 are ~$33.0M and ~$34.5M, respectively.

2

Due to the material impact of the Brookdale lease modification to 3Q20 Same-Store Cash NOI, NNN and Total Same-Store growth are separately presented excluding the benefit of ~$161.5M in upfront cash consideration received in July 2020 as part of such modification.

Same Store Property Results: Fourth Quarter 2020 Compared to Third Quarter 2020

* Company sequential same-store fourth quarter cash net operating income ("NOI") declined 26.1 percent due to the receipt of $162 million from Brookdale in connection with a lease resolution in the third quarter (the "Brookdale Consideration"). Excluding the Brookdale Consideration, Company sequential same-store fourth quarter cash NOI grew 4.4 percent, primarily as a result of the receipt in the fourth quarter of $35 million of HHS Grants, which partially mitigate COVID-19 losses incurred by our SHOP communities.

* Senior Housing Operating Portfolio (30 percent of Total Portfolio) NOI: For the fourth quarter 2020, sequential same-store pool (420 assets) cash NOI increased by 13.4 percent compared to the third quarter driven by the HHS Grants. Occupancy: Average occupancy declined sequentially by 90 basis points from the third quarter to the fourth quarter. Consistent with national trends, accelerating positive COVID-19 cases in November and December in Ventas communities restricted new move ins compared to the third quarter and October. In addition, move out activity also increased in the fourth quarter, and was correlated to geographies with higher COVID-19 incidence. Revenues: Revenues declined sequentially by 2.9 percent as a result of occupancy declines together with heightened intentional discounting and incentives necessitated by the pandemic. Operating Expenses: Operating expenses decreased $32 million sequentially. Excluding the HHS Grants, operating expenses increased approximately $3 million sequentially due to the heightened COVID-19 activity and related testing and labor costs incurred in the quarter.

* NNN Portfolio (35 percent of Total Portfolio) For the fourth quarter 2020, sequential same-store pool (363 assets) cash NOI decreased 0.6 percent compared to the third quarter excluding the Brookdale Consideration. Further adjusting for a $3 million payment from a tenant received in Q3, it grew modestly. Substantially all expected fourth quarter 2020 rent has been received from the Company's NNN tenants.

* Office Portfolio (30 percent of Total Portfolio) The Office portfolio grew same-store cash NOI 1.5 percent in the fourth quarter versus the third quarter 2020. Performance was led by the Company's R&I business. The Company received over 99 percent of fourth quarter 2020 rent from the Company's Office tenants.

Recent Developments

* Expanded the Board with the appointment of Maurice Smith, President and Chief Executive Officer of Health Care Service Corporation ("HCSC"), on February 1, 2021. Smith is a national leader in healthcare, with over 25 years of experience in financial, strategic and operations leadership in the health insurance industry. HCSC is the largest customer owned health insurer in the United States, covering over 16 million members across its Blue Cross and Blue Shield health plans in five states and generating annual revenues of $46 billion.

* Paid its fourth quarter 2020 dividend of $0.45 per share on January 20, 2021 to stockholders of record on January 4, 2021.

* Closed a new four-year $2.75 billion unsecured credit facility (the "Credit Facility"). The Credit Facility was oversubscribed with strong support from 24 new and incumbent financial institutions. The Credit Facility is initially priced at 82.5 basis points over LIBOR based on the Company's debt ratings, and the maturity date is January 2025.

* Established a Partnership with the Real Estate Executive Council's Diversity Initiative as the "Founding Diversity Partner - Healthcare Real Estate."

First Quarter 2021 Guidance

The Company expects the COVID-19 pandemic to continue to affect its business results in the first quarter and its trajectory and ultimate impact remain highly uncertain. The Company currently expects to report first quarter 2021 Attributable Net Income (Loss), Nareit FFO and Normalized FFO within the following ranges:

This is a non-GAAP financial measure. Refer to the Non-GAAP Financial* Measures Reconciliation tables at the end of this press release and our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

Senior Housing Operating Portfolio ("SHOP") Same-Store Cash NOI reflects grants received in 4Q20 under the Provider Relief Fund administered by the^ Department of Health and Human Services (the "HHS Grants"). The HHS Grants1 are recorded as a contra expense within SHOP operating expenses. HHS Grants received in the Quarterly Pools and Sequential Pools in 4Q20 are ~$33.0M and ~$34.5M, respectively.

Due to the material impact of the Brookdale lease modification to 3Q20^ Same-Store Cash NOI, NNN and Total Same-Store growth are separately2 presented excluding the benefit of ~$161.5M in upfront cash consideration received in July 2020 as part of such modification.

Same Store Property Results: Fourth Quarter 2020 Compared to Third Quarter 2020

* Company sequential same-store fourth quarter cash net operating income ("NOI") declined 26.1 percent due to the receipt of $162 million from Brookdale in connection with a lease resolution in the third quarter (the "Brookdale Consideration"). Excluding the Brookdale Consideration, Company sequential same-store fourth quarter cash NOI grew 4.4 percent, primarily as a result of the receipt in the fourth quarter of $35 million of HHS Grants, which partially mitigate COVID-19 losses incurred by our SHOP communities.

* Senior Housing Operating Portfolio (30 percent of Total Portfolio) NOI: For the fourth quarter 2020, sequential same-store pool (420 assets) cash NOI increased by 13.4 percent compared to the third quarter driven by the HHS Grants. Occupancy: Average occupancy declined sequentially by 90 basis points from the third quarter to the fourth quarter. Consistent with national trends, accelerating positive COVID-19 cases in November and December in Ventas communities restricted new move ins compared to the third quarter and October. In addition, move out activity also increased in the fourth quarter, and was correlated to geographies with higher COVID-19 incidence. Revenues: Revenues declined sequentially by 2.9 percent as a result of occupancy declines together with heightened intentional discounting and incentives necessitated by the pandemic. Operating Expenses: Operating expenses decreased $32 million sequentially. Excluding the HHS Grants, operating expenses increased approximately $3 million sequentially due to the heightened COVID-19 activity and related testing and labor costs incurred in the quarter.

* NNN Portfolio (35 percent of Total Portfolio) For the fourth quarter 2020, sequential same-store pool (363 assets) cash NOI decreased 0.6 percent compared to the third quarter excluding the Brookdale Consideration. Further adjusting for a $3 million payment from a tenant received in Q3, it grew modestly. Substantially all expected fourth quarter 2020 rent has been received from the Company's NNN tenants.

* Office Portfolio (30 percent of Total Portfolio) The Office portfolio grew same-store cash NOI 1.5 percent in the fourth quarter versus the third quarter 2020. Performance was led by the Company's R&I business. The Company received over 99 percent of fourth quarter 2020 rent from the Company's Office tenants.

Recent Developments

* Expanded the Board with the appointment of Maurice Smith, President and Chief Executive Officer of Health Care Service Corporation ("HCSC"), on February 1, 2021. Smith is a national leader in healthcare, with over 25 years of experience in financial, strategic and operations leadership in the health insurance industry. HCSC is the largest customer owned health insurer in the United States, covering over 16 million members across its Blue Cross and Blue Shield health plans in five states and generating annual revenues of $46 billion.

* Paid its fourth quarter 2020 dividend of $0.45 per share on January 20, 2021 to stockholders of record on January 4, 2021.

* Closed a new four-year $2.75 billion unsecured credit facility (the "Credit Facility"). The Credit Facility was oversubscribed with strong support from 24 new and incumbent financial institutions. The Credit Facility is initially priced at 82.5 basis points over LIBOR based on the Company's debt ratings, and the maturity date is January 2025.

* Established a Partnership with the Real Estate Executive Council's Diversity Initiative as the "Founding Diversity Partner - Healthcare Real Estate."

First Quarter 2021 Guidance

The Company expects the COVID-19 pandemic to continue to affect its business results in the first quarter and its trajectory and ultimate impact remain highly uncertain. The Company currently expects to report first quarter 2021 Attributable Net Income (Loss), Nareit FFO and Normalized FFO within the following ranges:

1Q21 Guidance

Per Share

Low High



Attributable Net Income (Loss) ($0.07) - ($0.01)

Nareit FFO* $0.55 - $0.59

Normalized FFO* $0.66 - $0.71

*This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

Key assumptions underlying the fourth quarter 2020 to the first quarter 2021 Normalized FFO include, among other things, that average occupancy in the Company's sequential same-store SHOP business declines 250 to 325 basis points in the first quarter 2021 compared to the fourth quarter 2020, and expenses remain elevated, partially offset by positive in-house rate increases in January. Other first quarter 2021 assumptions are set forth below:

This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our* fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

Key assumptions underlying the fourth quarter 2020 to the first quarter 2021 Normalized FFO include, among other things, that average occupancy in the Company's sequential same-store SHOP business declines 250 to 325 basis points in the first quarter 2021 compared to the fourth quarter 2020, and expenses remain elevated, partially offset by positive in-house rate increases in January. Other first quarter 2021 assumptions are set forth below:

Increase / (Decrease) to Normalized FFO/sh.

1Q21 Guidance Midpoint vs. 4Q20 Actuals

4Q20 Normalized FFO* $0.83

HHS Grants received in 4Q20 in SHOP segment (0.09)

Unconsolidated entities special income items** (0.04)

$0.70

Impact of late 4Q20 senior housing dispositions and (0.01)transitions

NOI driven principally by SHOP ex. HHS Grants (0.05)

HHS Grants received to date in 1Q21 in SHOP segment 0.04

1Q21 Normalized FFO* Guidance Midpoint $0.68



*

This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

**

Refers to receipt of HHS Grants and fees by our unconsolidated entities.

2021 Liquidity, G&A and Capital Activities and Expectations

* As of February 16, 2021, the Company has robust liquidity of $3.0 billion, including $2.7 billion of undrawn revolver capacity and $0.3 billion in cash and cash equivalents on hand, and no commercial paper outstanding.

* On March 15, 2021, Ventas will fully repay $400 million in outstanding aggregate principal amount of its 3.10% senior notes due January 2023, principally using cash on hand, as reflected in its February notice of redemption. The redemption includes a make whole premium of 4.88 percent, plus accrued and unpaid interest.

* The Company is targeting approximately $1.0 billion in asset dispositions across asset classes in the second half of 2021. Proceeds from dispositions are expected to be used to reduce indebtedness and to fund future growth through development and redevelopment capital expenditures of $0.5 billion, principally in the Office segment and with Le Groupe Maurice.

* Following the reduction in the corporate cost structure implemented in 2020, the Company expects full year 2021 general and administrative expenses to range from approximately $135 million to $140 million.

A presentation outlining the Company's fourth quarter results as well as first quarter 2021 business, clinical, vaccine and operating trends is posted to the Events & Presentations section of Ventas's website at ir.ventasreit.com/events-and-presentations.

Fourth Quarter and Full Year 2020 Results 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 (833) 979-2853 (or +1 (236) 714-2928 for international callers), and the participant passcode is "Ventas." A live webcast can be accessed from ir.ventasreit.com.

A telephonic replay will be available at (800) 585-8367 (or +1 (416) 621-4642 for international callers), passcode 3749905, beginning on February 18, 2021, at approximately 1:00 p.m. Eastern Time and will remain available for 30 days. The webcast replay will be posted in the Investor Relations section of www.ventasreit.com.

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 December 31, 2020, Ventas owned or managed through unconsolidated real estate entities approximately 1,200 properties.

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.

Cautionary Statements

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

Forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance in our filings with the Securities and Exchange Commission, including those made in the "Risk Factors" section and "Management's Discussion & Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K. We do 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 affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our exposure and the exposure of our tenants, borrowers and managers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, borrowers or managers to increased operating costs and uninsured liabilities; (d) the impact of market and general economic conditions, including economic and financial market events, or events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets and public capital markets; (e) our ability, and the ability of our tenants, borrowers and managers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (f) the risk of bankruptcy, insolvency or financial deterioration of our tenants, borrowers, managers and other obligors and our ability to foreclose successfully on the collateral securing our loans and other investments in the event of a borrower default; (g) our ability to identify and consummate future investments in healthcare assets and effectively manage our expansion opportunities and our investments in co-investment vehicles; (h) our ability to attract and retain talented employees; (i) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply; (j) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, borrowers or managers; (k) increases in the Company's borrowing costs as a result of becoming more leveraged or as a result of changes in interest rates and phasing out of LIBOR rates; (l) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (m) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (n) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (o) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, borrowers or managers; and (p) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

This is a non-GAAP financial measure. Refer to the Non-GAAP Financial* Measures Reconciliation tables at the end of this press release and our fourth quarter 2020 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.

** Refers to receipt of HHS Grants and fees by our unconsolidated entities.

2021 Liquidity, G&A and Capital Activities and Expectations

* As of February 16, 2021, the Company has robust liquidity of $3.0 billion, including $2.7 billion of undrawn revolver capacity and $0.3 billion in cash and cash equivalents on hand, and no commercial paper outstanding.

* On March 15, 2021, Ventas will fully repay $400 million in outstanding aggregate principal amount of its 3.10% senior notes due January 2023, principally using cash on hand, as reflected in its February notice of redemption. The redemption includes a make whole premium of 4.88 percent, plus accrued and unpaid interest.

* The Company is targeting approximately $1.0 billion in asset dispositions across asset classes in the second half of 2021. Proceeds from dispositions are expected to be used to reduce indebtedness and to fund future growth through development and redevelopment capital expenditures of $0.5 billion, principally in the Office segment and with Le Groupe Maurice.

* Following the reduction in the corporate cost structure implemented in 2020, the Company expects full year 2021 general and administrative expenses to range from approximately $135 million to $140 million.

A presentation outlining the Company's fourth quarter results as well as first quarter 2021 business, clinical, vaccine and operating trends is posted to the Events & Presentations section of Ventas's website at ir.ventasreit.com/events-and-presentations.

Fourth Quarter and Full Year 2020 Results 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 (833) 979-2853 (or +1 (236) 714-2928 for international callers), and the participant passcode is "Ventas." A live webcast can be accessed from ir.ventasreit.com.

A telephonic replay will be available at (800) 585-8367 (or +1 (416) 621-4642 for international callers), passcode 3749905, beginning on February 18, 2021, at approximately 1:00 p.m. Eastern Time and will remain available for 30 days. The webcast replay will be posted in the Investor Relations section of www.ventasreit.com.

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 December 31, 2020, Ventas owned or managed through unconsolidated real estate entities approximately 1,200 properties.

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.

Cautionary Statements

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

Forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance in our filings with the Securities and Exchange Commission, including those made in the "Risk Factors" section and "Management's Discussion & Analysis of Financial Condition and Results of Operations" section of our most recently filed Annual Report on Form 10-K. We do 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 affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our exposure and the exposure of our tenants, borrowers and managers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, borrowers or managers to increased operating costs and uninsured liabilities; (d) the impact of market and general economic conditions, including economic and financial market events, or events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets and public capital markets; (e) our ability, and the ability of our tenants, borrowers and managers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (f) the risk of bankruptcy, insolvency or financial deterioration of our tenants, borrowers, managers and other obligors and our ability to foreclose successfully on the collateral securing our loans and other investments in the event of a borrower default; (g) our ability to identify and consummate future investments in healthcare assets and effectively manage our expansion opportunities and our investments in co-investment vehicles; (h) our ability to attract and retain talented employees; (i) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply; (j) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, borrowers or managers; (k) increases in the Company's borrowing costs as a result of becoming more leveraged or as a result of changes in interest rates and phasing out of LIBOR rates; (l) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (m) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (n) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (o) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, borrowers or managers; and (p) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)



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

2020 2020 2020 2020 2019



Assets

Real estate investments:

Land and $ 2,261,415 $ 2,268,583 $ 2,258,699 $ 2,246,245 $ 2,285,648 improvements

Buildings and 24,323,279 24,196,730 23,964,691 23,826,989 24,386,051 improvements

Construction 265,748 567,052 496,349 505,648 461,815 in progress

Acquired lease 1,230,886 1,246,312 1,242,414 1,243,571 1,308,077 intangibles

Operating 346,372 386,946 389,302 391,908 385,225 lease assets

28,427,700 28,665,623 28,351,455 28,214,361 28,826,816

Accumulateddepreciation (7,877,665 ) (7,687,211 ) (7,453,251 ) (7,241,597 ) (7,092,243 )andamortization

Net realestate 20,550,035 20,978,412 20,898,204 20,972,764 21,734,573 property

Secured loansreceivable and 605,567 604,452 681,831 623,716 704,612 investments,net

Investments inunconsolidated 443,688 162,860 166,039 165,745 45,022 real estateentities

Net realestate 21,599,290 21,745,724 21,746,074 21,762,225 22,484,207 investments

Cash and cash 413,327 588,343 992,824 2,848,115 106,363 equivalents

Escrowdeposits and 38,313 40,147 36,312 38,144 39,739 restrictedcash

Goodwill 1,051,650 1,050,742 1,050,115 1,050,137 1,051,161

Assets held 9,608 15,748 76,021 69,199 85,527 for sale

Deferredincome tax 9,987 304 304 47,495 47,495 assets, net

Other assets 807,229 779,475 687,738 802,513 877,716

Total assets $ 23,929,404 $ 24,220,483 $ 24,589,388 $ 26,617,828 $ 24,692,208



Liabilities and equity

Liabilities:

Senior notespayable and $ 11,895,412 $ 12,047,919 $ 12,530,036 $ 14,172,279 $ 12,158,773 other debt

Accrued 111,444 97,828 117,687 87,245 111,115 interest

Operatinglease 209,917 247,255 248,912 250,357 251,196 liabilities

Accountspayable and 1,133,066 1,234,933 998,446 1,141,551 1,145,939 otherliabilities

Liabilitiesrelated to 3,246 1,987 5,514 4,765 5,224 assets heldfor sale

Deferredincome tax 62,638 53,711 56,963 47,533 200,831 liabilities

Total 13,415,723 13,683,633 13,957,558 15,703,730 13,873,078 liabilities



Redeemable OPunitholder and 235,490 249,143 231,920 197,701 273,678 noncontrollinginterests



Commitmentsand contingencies



Equity:

Ventasstockholders' equity:

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

Common stock,$0.25 parvalue;374,609;373,940;373,113;373,094; and372,811;shares issued 93,635 93,467 93,261 93,256 93,185 at December31, 2020,September 30,2020, June 30,2020, March31, 2020, andDecember 31,2019,respectively

Capital inexcess of par 14,171,262 14,142,349 14,118,119 14,135,657 14,056,453 value

Accumulatedother (54,354 ) (65,042 ) (82,761 ) (103,408 ) (34,564 )comprehensiveloss

Retainedearnings (4,030,376 ) (3,972,647 ) (3,816,460 ) (3,491,696 ) (3,669,050 )(deficit)

Treasurystock, 0; 33;24; 22; and 2shares atDecember 31,2020,September 30, - (1,275 ) (947 ) (867 ) (132 )2020, June 30,2020, March31, 2020, andDecember 31,2019,respectively

Total Ventasstockholders' 10,180,167 10,196,852 10,311,212 10,632,942 10,445,892 equity

Noncontrolling 98,024 90,855 88,698 83,455 99,560 interests

Total equity 10,278,191 10,287,707 10,399,910 10,716,397 10,545,452

Totalliabilities $ 23,929,404 $ 24,220,483 $ 24,589,388 $ 26,617,828 $ 24,692,208 and equity

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)



For the Three Months For the Years Ended Ended

December 31, December 31,

2020 2019 2020 2019

Revenues

Rental income:

Triple-net leased $ 168,027 $ 191,065 $ 695,265 $ 780,898

Office 199,931 210,423 799,627 828,978

367,958 401,488 1,494,892 1,609,876

Resident fees and 529,739 568,271 2,197,160 2,151,533 services

Office building and 4,522 2,988 15,191 11,156 other services revenue

Income from loans and 18,302 22,382 80,505 89,201 investments

Interest and other 644 875 7,609 10,984 income

Total revenues 921,165 996,004 3,795,357 3,872,750

Expenses

Interest 114,208 116,707 469,541 451,662

Depreciation and 261,966 348,910 1,109,763 1,045,620 amortization

Property-level operating expenses:

Senior living 393,309 405,564 1,658,671 1,521,398

Office 64,420 68,277 256,612 260,249

Triple-net leased 5,156 6,469 22,160 26,561

462,885 480,310 1,937,443 1,808,208

Office building services 488 544 2,315 2,319 costs

General, administrative 29,537 39,621 130,158 158,726 and professional fees

Loss on extinguishment 3,405 39 10,791 41,900 of debt, net

Merger-related expenses 3,683 4,151 29,812 15,235 and deal costs

Allowance on loansreceivable and (10,416 ) - 24,238 - investments

Other (16,043 ) (6,309 ) 707 (10,339 )

Total expenses 849,713 983,973 3,714,768 3,513,331

Income beforeunconsolidated entities,real estate 71,452 12,031 80,589 359,419 dispositions, incometaxes and noncontrollinginterests

Income (loss) from 17,705 167 1,844 (2,454 )unconsolidated entities

Gain on real estate 22,117 1,389 262,218 26,022 dispositions

Income tax benefit 679 (694 ) 96,534 56,310 (expense)

Income from continuing 111,953 12,893 441,185 439,297 operations

Net income 111,953 12,893 441,185 439,297

Net income attributableto noncontrolling 1,502 1,450 2,036 6,281 interests

Net income attributable $ 110,451 $ 11,443 $ 439,149 $ 433,016 to common stockholders

Earnings per common share

Basic:

Income from continuing $ 0.30 $ 0.03 $ 1.18 $ 1.20 operations

Net income attributable 0.29 0.03 1.18 1.18 to common stockholders

Diluted:

Income from continuing $ 0.30 $ 0.03 $ 1.17 $ 1.19 operations

Net income attributable 0.29 0.03 1.17 1.17 to common stockholders



Weighted average sharesused in computing earnings per commonshare

Basic 374,473 372,663 373,368 365,977

Diluted 377,696 376,453 376,503 369,886

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)



For the Three Months Ended

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

2020 2020 2020 2020 2019

Revenues

Rental income:

Triple-net $ 168,027 $ 156,136 $ 176,240 $ 194,862 $ 191,065 leased

Office 199,931 198,376 192,925 208,395 210,423

367,958 354,512 369,165 403,257 401,488

Resident fees 529,739 541,322 549,329 576,770 568,271 and services

Officebuilding and 4,522 3,868 3,673 3,128 2,988 other servicesrevenue

Income fromloans and 18,302 18,666 19,491 24,046 22,382 investments

Interest and 644 572 1,540 4,853 875 other income

Total revenues 921,165 918,940 943,198 1,012,054 996,004



Expenses

Interest 114,208 115,505 123,132 116,696 116,707

Depreciationand 261,966 249,366 349,594 248,837 348,910 amortization

Property-leveloperating expenses:

Senior living 393,309 422,653 432,578 410,131 405,564

Office 64,420 66,934 60,752 64,506 68,277

Triple-net 5,156 5,398 5,275 6,331 6,469 leased

462,885 494,985 498,605 480,968 480,310

Officebuilding 488 557 543 727 544 services costs

General,administrativeand 29,537 32,081 28,080 40,460 39,621 professionalfees

Loss onextinguishment 3,405 7,386 - - 39 of debt, net

Merger-relatedexpenses and 3,683 11,325 6,586 8,218 4,151 deal costs

Allowance onloans (10,416 ) 4,999 29,655 - - receivable andinvestments

Other (16,043 ) 5,681 5,286 5,783 (6,309 )

Total expenses 849,713 921,885 1,041,481 901,689 983,973



Income (loss)beforeunconsolidatedentities, realestate 71,452 (2,945 ) (98,283 ) 110,365 12,031 dispositions,income taxesandnoncontrollinginterests

Income (loss)from 17,705 865 (5,850 ) (10,876 ) 167 unconsolidatedentities

Gain on realestate 22,117 12,622 1,254 226,225 1,389 dispositions

Income taxbenefit 679 3,195 (56,356 ) 149,016 (694 )(expense)

Income (loss)from 111,953 13,737 (159,235 ) 474,730 12,893 continuingoperations

Net income 111,953 13,737 (159,235 ) 474,730 12,893 (loss)

Net income(loss)attributable 1,502 986 (2,065 ) 1,613 1,450 tononcontrollinginterests

Net income(loss)attributable $ 110,451 $ 12,751 $ (157,170 ) $ 473,117 $ 11,443 to commonstockholders



Earnings per common share

Basic:

Income (loss)from $ 0.30 $ 0.04 $ (0.43 ) $ 1.27 $ 0.03 continuingoperations

Net income(loss)attributable 0.29 0.03 (0.42 ) 1.27 0.03 to commonstockholders

Diluted:^1

Income (loss)from $ 0.30 $ 0.04 $ (0.43 ) $ 1.26 $ 0.03 continuingoperations

Net income(loss)attributable 0.29 0.03 (0.42 ) 1.26 0.03 to commonstockholders



Weightedaverage sharesused in computingearnings percommon share

Basic 374,473 373,177 372,982 372,829 372,663

Diluted 377,696 376,295 376,024 375,997 376,453

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.

^ Potential common shares are not included in the computation of diluted1 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 Years Ended December 31,

2020 2019

Cash flows from operating activities:

Net income $ 441,185 $ 439,297

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

Depreciation and amortization 1,109,763 1,045,620

Amortization of deferred revenue and lease (40,856 ) (7,967 )intangibles, net

Other non-cash amortization 20,719 22,985

Allowance on loans receivable and investments 24,238 -

Stock-based compensation 21,487 33,923

Straight-lining of rental income 103,082 (30,073 )

Loss on extinguishment of debt, net 10,791 41,900

Gain on real estate dispositions (262,218 ) (26,022 )

Gain on real estate loan investments (167 ) -

Income tax benefit (101,985 ) (58,918 )

(Income) loss from unconsolidated entities (1,832 ) 2,464

Distributions from unconsolidated entities 4,920 1,600

Other (779 ) 13,264

Changes in operating assets and liabilities:

Increase in other assets (68,233 ) (76,693 )

Increase in accrued interest 276 9,737

Increase in accounts payable and other 189,785 26,666 liabilities

Net cash provided by operating activities 1,450,176 1,437,783

Cash flows from investing activities:

Net investment in real estate property (78,648 ) (958,125 )

Investment in loans receivable (115,163 ) (1,258,187 )

Proceeds from real estate disposals 1,044,357 147,855

Proceeds from loans receivable 119,011 1,017,309

Development project expenditures (380,413 ) (403,923 )

Capital expenditures (148,234 ) (156,724 )

Distributions from unconsolidated entities - 172

Investment in unconsolidated entities (286,822 ) (3,855 )

Insurance proceeds for property damage claims 207 30,179

Net cash provided by (used in) investing 154,295 (1,585,299 )activities

Cash flows from financing activities:

Net change in borrowings under revolving credit (88,868 ) (569,891 )facilities

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

Proceeds from debt 733,298 3,013,191

Repayment of debt (479,539 ) (2,623,916 )

Purchase of noncontrolling interests (8,239 ) -

Payment of deferred financing costs (8,379 ) (21,403 )

Issuance of common stock, net 55,362 942,085

Cash distribution to common stockholders (928,809 ) (1,157,720 )

Cash distribution to redeemable OP unitholders (7,283 ) (9,218 )

Cash issued for redemption of OP Units (575 ) (2,203 )

Contributions from noncontrolling interests 1,314 6,282

Distributions to noncontrolling interests (12,946 ) (9,717 )

Proceeds from stock option exercises 15,103 36,179

Other (4,936 ) (8,519 )

Net cash (used in) provided by financing (1,300,021 ) 160,674 activities

Net increase in cash, cash equivalents and 304,450 13,158 restricted cash

Effect of foreign currency translation 1,088 1,480

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

Cash, cash equivalents and restricted cash at end $ 451,640 $ 146,102 of period



Supplemental schedule of non-cash activities:



Assets acquired and liabilities assumed from acquisitions and other:

Real estate investments $ 170,484 $ 1,057,138

Other assets 1,224 11,140

Debt 55,368 907,746

Other liabilities 2,707 47,121

Deferred income tax liability 337 95

Noncontrolling interests 20,259 113,316

Equity issued for redemption of OP Units - 127

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

For the Three Months Ended

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

2020 2020 2020 2020 2019

Cash flows fromoperating activities:

Net income $ 111,953 $ 13,737 $ (159,235 ) $ 474,730 $ 12,893 (loss)

Adjustments toreconcile netincome to net cash providedby operatingactivities:

Depreciationand 261,966 249,366 349,594 248,837 348,910 amortization

Amortization ofdeferredrevenue and (15,513 ) (19,009 ) (3,361 ) (2,973 ) (1,483 )leaseintangibles,net

Other non-cash 5,508 5,558 5,802 3,851 6,075 amortization

Allowance onloans (10,416 ) 4,999 29,655 - - receivable andinvestments

Stock-based 4,165 5,765 1,043 10,514 7,253 compensation

Straight-liningof rental (4,052 ) 15,635 98,287 (6,788 ) (4,393 )income

Loss onextinguishment 3,405 7,386 - - 39 of debt, net

Gain on realestate (22,117 ) (12,622 ) (1,254 ) (226,225 ) (1,389 )dispositions

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

Income tax(benefit) (2,283 ) (4,575 ) 55,146 (150,273 ) 1,331 expense

(Income) lossfrom (17,701 ) (865 ) 5,858 10,876 (157 )unconsolidatedentities

Distributionsfrom 1,960 1,360 - 1,600 200 unconsolidatedentities

Other (16,394 ) 2,859 8,951 3,805 4,028

Changes inoperating assets andliabilities:

(Increase)decrease in (5 ) (55,765 ) 1,305 (13,768 ) (17,327 )other assets

Increase(decrease) in 13,251 (20,069 ) 30,126 (23,032 ) 25,646 accruedinterest

(Decrease)increase inaccounts (17,964 ) 240,642 (16,358 ) (16,535 ) (27,391 )payable andotherliabilities

Net cashprovided by 295,763 434,402 405,559 314,452 354,235 operatingactivities

Cash flows frominvesting activities:

Net investmentin real estate (1,023 ) (156 ) 2,070 (79,539 ) (18,320 )property

Investment inloans (2,016 ) (45,857 ) (66,239 ) (1,051 ) (610 )receivable

Proceeds fromreal estate 361,753 54,800 2,365 625,439 70,300 disposals

Proceeds fromloans 12,045 191 7,658 99,117 8,626 receivable

Developmentproject (70,446 ) (129,569 ) (86,169 ) (94,229 ) (174,078 )expenditures

Capital (53,827 ) (40,888 ) (26,730 ) (26,789 ) (56,937 )expenditures

Distributionsfrom - - - - 21 unconsolidatedentities

Investment inunconsolidated (278,990 ) 33 (2,056 ) (5,809 ) (2,144 )entities

Insuranceproceeds(expense) for 174 (9 ) - 42 9,722 property damageclaims

Net cash (usedin) provided by (32,330 ) (161,455 ) (169,101 ) 517,181 (163,420 )investingactivities

Cash flows fromfinancing activities:

Net change inborrowingsunder revolving (14,724 ) (539,560 ) (2,296,737 ) 2,762,153 (848,568 )creditfacilities

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

Proceeds from 75,741 17,024 557,774 82,759 806,614 debt

Repayment of (352,011 ) (16,227 ) (48,328 ) (62,973 ) (167,781 )debt

Purchase ofnoncontrolling (8,239 ) - - - - interests

Payment ofdeferred (815 ) (15 ) (5,586 ) (1,963 ) (3,536 )financing costs

Issuance ofcommon stock, 18,967 36,395 - - (165 )net

Cashdistribution to (168,446 ) (168,078 ) (295,981 ) (296,304 ) (295,931 )commonstockholders

Cashdistribution to (1,329 ) (1,326 ) (2,303 ) (2,325 ) (2,336 )redeemable OPunitholders

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

Contributionsfrom 176 792 191 155 1,323 noncontrollinginterests

Distributionsto (3,280 ) (3,373 ) (3,750 ) (2,543 ) (3,314 )noncontrollinginterests

Proceeds fromstock option 11,585 - 129 3,389 2,045 exercises

Other 53 (98 ) 63 (4,954 ) (1,918 )

Net cash (usedin) provided by (442,322 ) (674,471 ) (2,094,528 ) 1,911,300 (254,393 )financingactivities

Net (decrease)increase incash, cash (178,889 ) (401,524 ) (1,858,070 ) 2,742,933 (63,578 )equivalents andrestricted cash

Effect offoreign 2,039 878 947 (2,776 ) 1,084 currencytranslation

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

Cash, cashequivalents andrestricted cash $ 451,640 $ 628,490 $ 1,029,136 $ 2,886,259 $ 146,102 at end ofperiod

Supplementalschedule of non-cashactivities:

Assets acquiredand liabilitiesassumed from acquisitionsand other:

Real estate $ 1,000 $ 92,373 $ 76,578 $ 533 $ 657 investments

Other assets - 610 558 56 17

Debt - - 55,368 - -

Other - 610 1,699 398 785 liabilities

Deferred income - 337 - - 95 tax liability

Noncontrolling - - 20,068 191 (206 )interests

Equity issuedfor redemption - - - - 127 of OP Units

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Funds From Operations Attributable to Common Stockholders (FFO)^1

and Funds Available for Distribution Attributable to Common Stockholders (FAD)^1

(Dollars in thousands, except per share amounts)

FY YoY

2019 2020 Growth

Q4 FY Q1 Q2 Q3 Q4 FY 19-'20

Net income(loss)attributable to $ 11,443 $ 433,016 $ 473,117 $ (157,170 ) $ 12,751 $ 110,451 $ 439,149 1 %commonstockholders

Net income(loss)attributable to $ 0.03 $ 1.17 $ 1.26 $ (0.42 ) $ 0.03 $ 0.29 $ 1.17 - %commonstockholdersper share^2

Adjustments:

Depreciationandamortization on 347,371 1,039,550 247,330 348,110 247,969 260,705 1,104,114 real estateassets

Depreciation onreal estateassets related (3,682 ) (9,762 ) (3,843 ) (4,068 ) (4,475 ) (4,381 ) (16,767 ) tononcontrollinginterests

Depreciation onreal estateassets related 311 187 561 1,307 1,360 1,758 4,986 tounconsolidatedentities

Gain on realestate (1,389 ) (26,022 ) (226,225 ) (1,254 ) (12,622 ) (22,117 ) (262,218 ) dispositions

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

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

Subtotal: FFO 342,205 1,003,033 17,817 344,092 232,232 235,965 830,106 add-backs

Subtotal: FFOadd-backs per $ 0.91 $ 2.71 $ 0.05 $ 0.92 $ 0.62 $ 0.62 $ 2.20 share

FFO (Nareit)attributable to $ 353,648 $ 1,436,049 $ 490,934 $ 186,922 $ 244,983 $ 346,416 $ 1,269,255 (12 %)commonstockholders

FFO (Nareit)attributable tocommon $ 0.94 $ 3.88 $ 1.31 $ 0.50 $ 0.65 $ 0.92 $ 3.37 (13 %)stockholdersper share



Adjustments:

Change in fairvalue of (22 ) (78 ) (10 ) (13 ) 1,157 (23,062 ) (21,928 ) financialinstruments

Non-cash incometax expense 1,330 (58,918 ) (140,895 ) 55,505 (4,763 ) (7,961 ) (98,114 ) (benefit)

Loss onextinguishment 39 41,900 - - 7,386 3,405 10,791 of debt, net

Loss (gain) onnon-real estatedispositions 19 (18 ) 239 - (244 ) (592 ) (597 ) related tounconsolidatedentities

Merger-relatedexpenses, deal 5,089 18,208 8,773 6,605 12,793 6,519 34,690 costs andre-audit costs

Amortization ofother 121 484 118 118 118 118 472 intangibles

Other itemsrelated to 374 3,291 (875 ) (263 ) 290 234 (614 ) unconsolidatedentities

Non-cash impactof changes to 1,165 7,812 6,895 (3,337 ) (1,923 ) (2,087 ) (452 ) equity plan

Naturaldisaster (10,704 ) (25,683 ) 941 252 125 (71 ) 1,247 (recoveries)expenses, net

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

Write-off ofstraight-linerental income, - - - 52,368 18,408 87 70,863 net ofnoncontrollinginterests

Allowance onloaninvestments andimpairment ofunconsolidated - - - 40,320 4,635 (10,412 ) 34,543 entities, netofnoncontrollinginterests

Subtotal:normalized FFO (2,589 ) (13,002 ) (124,814 ) 101,371 37,982 (33,822 ) (19,283 ) add-backs

Subtotal:normalized FFO $ (0.01 ) $ (0.04 ) $ (0.33 ) $ 0.27 $ 0.10 $ (0.09 ) $ (0.05 ) add-backs pershare

Normalized FFOattributable to $ 351,059 $ 1,423,047 $ 366,120 $ 288,293 $ 282,965 $ 312,594 $ 1,249,972 (12 %)commonstockholders

Normalized FFOattributable tocommon $ 0.93 $ 3.85 $ 0.97 $ 0.77 $ 0.75 $ 0.83 $ 3.32 (14 %)stockholdersper share



Non-cash itemsincluded in normalized FFO:

Amortization ofdeferredrevenue and (1,483 ) (7,967 ) (2,973 ) (3,362 ) (19,009 ) (15,513 ) (40,857 ) leaseintangibles,net

Other non-cashamortization,including fair 6,075 22,985 3,851 5,803 5,558 5,508 20,720 market value ofdebt

Stock-based 6,088 26,111 3,619 4,380 7,688 6,252 21,939 compensation

Straight-liningof rental (4,393 ) (30,073 ) (6,788 ) (5,526 ) (4,648 ) (4,052 ) (21,014 ) income

Subtotal:non-cash items 6,287 11,056 (2,291 ) 1,295 (10,411 ) (7,805 ) (19,212 ) included innormalized FFO

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

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

FAD Capital (55,400 ) (152,582 ) (24,972 ) (26,102 ) (39,955 ) (52,645 ) (143,674 ) Expenditures^3

Normalized FADattributable to $ 301,946 $ 1,281,521 $ 338,857 $ 297,281 $ 394,132 $ 252,144 $ 1,282,414 0 %commonstockholders

Merger-relatedexpenses, deal (5,089 ) (18,208 ) (8,773 ) (6,605 ) (12,793 ) (6,519 ) (34,690 ) costs andre-audit costs

Other itemsrelated to (374 ) (3,291 ) 875 263 (290 ) (234 ) 614 unconsolidatedentities

FADattributable to $ 296,483 $ 1,260,022 $ 330,959 $ 290,939 $ 381,049 $ 245,391 $ 1,248,338 (1 %)commonstockholders

Weightedaverage diluted 376,453 369,886 375,997 376,024 376,295 377,696 376,503 shares

1

Per share quarterly amounts may not add to annual per share amounts due to material 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 diluted earnings per share when a loss from continuing operations exists, as the effect would be an antidilutive per share amount.

3

2019 FAD Capital Expenditures have been updated to exclude the impact of Initial Capital Expenditures. Impact on reported values are as follows: 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 entities. Adjustments for unconsolidated partnerships and entities 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, re-audit costs and 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.

Per share quarterly amounts may not add to annual per share amounts due to^ material changes in the Company's weighted average diluted share count, if1 any. Per share amounts may not add to total per share amounts due to rounding.

^ Potential common shares are not included in the computation of diluted2 earnings per share when a loss from continuing operations exists, as the effect would be an antidilutive per share amount.

^ 2019 FAD Capital Expenditures have been updated to exclude the impact of3 Initial Capital Expenditures. Impact on reported values are as follows: 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 entities. Adjustments for unconsolidated partnerships and entities 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, re-audit costs and 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

FFO Attributable to Common Stockholders Q1 2021 Guidance^1,2

(Dollars in millions, except per share amounts)

Q1 2021 Guidance

Tentative / Preliminary and Subject to Change

Q1 2021 - Q1 2021 - Per Share Guidance

Low High Low High



Net Income Attributable to Common ($27 ) ($4 ) ($0.07 ) ($0.01 )Stockholders



Depreciation and Amortization 236 230 0.63 0.61 Adjustments

Gain on Real Estate Dispositions (2 ) (2 ) (0.01 ) (0.00 )

Other Adjustments ^3 (0 ) (0 ) (0.00 ) (0.00 )



FFO (Nareit) Attributable to Common $207 $224 $0.55 $0.59 Stockholders



Merger-Related Expenses, Deal Costs and 5 6 0.01 0.02 Re-Audit Costs

Natural Disaster Expenses (Recoveries), - - 0.00 0.00 Net

Other Adjustments ^3 38 38 0.10 0.10



Normalized FFO Attributable to Common $250 $268 $0.66 $0.71 Stockholders

% Year-Over-Year Growth (32 %) (27 %)



Weighted Average Diluted Shares (in 378 378 millions)

1

The Company's guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company's expectations depending on factors discussed in this press release and the Company's filings with the Securities and Exchange Commission.

2

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

3

Other Adjustments include the categories of adjustments presented in our "Non-GAAP Financial Measures Reconciliation - Funds From Operations Attributable to Common Stockholders (FFO) and Funds Available for Distribution Attributable to Common Stockholders (FAD)" above.

The Company's guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of^ assumptions that are subject to change and many of which are outside the1 control of the Company. Actual results may differ materially from the Company's expectations depending on factors discussed in this press release and the Company's filings with the Securities and Exchange Commission.

^ Per share quarterly amounts may not add to annual per share amounts due to2 changes in the Company's weighted average diluted share count, if any.

Other Adjustments include the categories of adjustments presented in our^ "Non-GAAP Financial Measures Reconciliation - Funds From Operations3 Attributable to Common Stockholders (FFO) and Funds Available for Distribution Attributable to Common Stockholders (FAD)" above.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Debt to Adjusted Pro Forma EBITDA^1

(Dollars in thousands)

For the Year For the Three Months Ended Ended

December 31, December 31, September 30, 2020 2020 2020

Net income attributable to $ 439,149 $ 110,451 $ 12,751 common stockholders

Adjustments:

Interest 469,541 114,208 115,505

Loss on extinguishment of 10,791 3,405 7,386 debt, net

Taxes (including tax amountsin general, administrative (91,389 ) 667 (1,849 )and professional fees)

Depreciation and 1,109,763 261,966 249,366 amortization

Non-cash stock-based 21,487 4,165 5,765 compensation expense

Merger-related expenses,deal costs and re-audit 29,811 3,683 11,325 costs

Net income attributable tononcontrolling interests,adjusted for partners' share (24,381 ) (6,285 ) (6,359 )of consolidated entityEBITDA

Loss from unconsolidatedentities, adjusted for 59,631 8,982 11,811 Ventas share of EBITDA fromunconsolidated entities

Gain on real estate (262,218 ) (22,117 ) (12,622 )dispositions

Unrealized foreign currency (439 ) (184 ) (146 )gains

Change in fair value of (21,928 ) (23,061 ) 1,155 financial instruments

Natural disaster expenses 1,203 41 181 (recoveries), net

Write-off of straight-linerental income from Holiday 49,611 - - lease termination

Write-off of straight-linerental income, net of 70,863 87 18,408 noncontrolling interests

Allowance on loaninvestments and impairmentof unconsolidated entities, 23,879 (10,411 ) 4,635 net of noncontrollinginterests

Adjusted EBITDA $ 1,885,374 $ 445,597 $ 417,312

Adjustments for current (7,442 ) (7,051 ) (1,385 )period activity

Adjusted Pro Forma EBITDA $ 1,877,932 $ 438,546 $ 415,927



Adjusted Pro Forma EBITDA $ 1,754,184 $ 1,663,708 annualized





Total debt $ 11,895,412 $ 11,895,412 $ 12,047,919

Debt on assets held for sale 2,634 2,634 -

Cash (413,327 ) (413,327 ) (588,343 )

Restricted cash pertaining (20,477 ) (20,477 ) (21,021 )to debt

Partners' share of (271,557 ) (271,557 ) (259,994 )consolidated debt

Ventas share of 213,013 213,013 120,807 non-consolidated debt

Net debt $ 11,405,698 $ 11,405,698 $ 11,299,368



Net debt to Adjusted Pro 6.1 x 6.5 x 6.8 xForma EBITDA



1

Totals may not add due to rounding.

The table above illustrates net debt to adjusted 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, partners' share of EBITDA of consolidated entities, 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) Ventas' 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 and year ended December 31, 2020 and 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.

^1 Totals may not add due to rounding.

The table above illustrates net debt to adjusted 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, partners' share of EBITDA of consolidated entities, 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) Ventas' 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 and year ended December 31, 2020 and 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 December 31, 2020 and 2019

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended December 31, 2020

Net incomeattributable to $ 110,451 commonstockholders

Adjustments:

Interest and (644 )other income

Interest expense 114,208

Depreciation and 261,966 amortization

General,administrative 29,537 and professionalfees

Loss onextinguishment 3,405 of debt, net

Merger-relatedexpenses and 3,683 deal costs

Allowance onloans receivable (10,416 )and investments

Other (16,043 )

Income fromunconsolidated (17,705 )entities

Gain on realestate (22,117 )dispositions

Income tax (679 )benefit

Net incomeattributable to 1,502 noncontrollinginterests

Reported segment $ 162,871 $ 136,430 $ 136,827 $ 21,020 $ 457,148 NOI

Adjustments to Cash NOI:

Straight-lining (1,879 ) - (2,272 ) - (4,151 )of rental income

Non-cash rental (12,707 ) - (2,390 ) - (15,097 )income

Write-off ofstraight-line 14 - 85 - 99 rental income

NOI not included (2,675 ) 253 (1,247 ) - (3,669 )in cash NOI^1

Non-segment NOI - - - (21,020 ) (21,020 )

Cash NOI 145,624 136,683 131,003 - 413,310

Adjustments to Same-store NOI:

Cash NOI notincluded in (1,416 ) (15,940 ) (4,912 ) - (22,268 )same-store

Same-store cashNOI (constant $ 144,208 $ 120,743 $ 126,091 $ - $ 391,042 currency)

Percentage(decrease) (10.0 %) (24.7 %) 2.9 % (11.8 %)increase



For the Three Months Ended December 31, 2019

Net income attributable to common stockholders

$

11,443

Adjustments:

Interest and other income

(875

)

Interest expense

116,707

Depreciation and amortization

348,910

General, administrative and professional fees

39,621

Loss on extinguishment of debt, net

39

Merger-related expenses and deal costs

4,151

Other

(6,309

)

Income from unconsolidated entities

(167

)

Gain on real estate dispositions

(1,389

)

Income tax expense

694

Net income attributable to noncontrolling interests

1,450

Reported segment NOI

$

184,596

$

162,707

$

143,664

$

23,308

$

514,275

Adjustments to Cash NOI:

Straight-lining of rental income

(112

)

-

(4,281

)

-

(4,393

)

Non-cash rental income

(364

)

-

(762

)

-

(1,126

)

Cash modification fees

-

-

(180

)

-

(180

)

NOI not included in cash NOI1

(23,601

)

11

(11,713

)

-

(35,303

)

Non-segment NOI

-

-

-

(23,308

)

(23,308

)

NOI impact from change in FX

155

516

-

-

671

Cash NOI

$

160,674

$

163,234

$

126,728

$

-

$

450,636

Adjustments to Same-store NOI:

Cash NOI not included in same-store

(399

)

(2,776

)

(4,237

)

-

(7,412

)

NOI impact from change in FX not in same-store

-

(13

)

-

-

(13

)

Same-store cash NOI (constant currency)

$

160,275

$

160,445

$

122,491

$

-

$

443,211

For the Three Months Ended December 31, 2019

Net incomeattributable to $ 11,443 common stockholders

Adjustments:

Interest and other (875 )income

Interest expense 116,707

Depreciation and 348,910 amortization

General,administrative and 39,621 professional fees

Loss onextinguishment of 39 debt, net

Merger-relatedexpenses and deal 4,151 costs

Other (6,309 )

Income fromunconsolidated (167 )entities

Gain on real estate (1,389 )dispositions

Income tax expense 694

Net incomeattributable to 1,450 noncontrollinginterests

Reported segment NOI $ 184,596 $ 162,707 $ 143,664 $ 23,308 $ 514,275

Adjustments to Cash NOI:

Straight-lining of (112 ) - (4,281 ) - (4,393 )rental income

Non-cash rental (364 ) - (762 ) - (1,126 )income

Cash modification - - (180 ) - (180 )fees

NOI not included in (23,601 ) 11 (11,713 ) - (35,303 )cash NOI^1

Non-segment NOI - - - (23,308 ) (23,308 )

NOI impact from 155 516 - - 671 change in FX

Cash NOI $ 160,674 $ 163,234 $ 126,728 $ - $ 450,636

Adjustments to Same-store NOI:

Cash NOI notincluded in (399 ) (2,776 ) (4,237 ) - (7,412 )same-store

NOI impact fromchange in FX not in - (13 ) - - (13 )same-store

Same-store cash NOI $ 160,275 $ 160,445 $ 122,491 $ - $ 443,211 (constant currency)

1

Excludes sold assets, Assets Held for Sale, development properties not yet operational and land parcels.

^ Excludes sold assets, Assets Held for Sale, development properties not yet1 operational and land parcels.

For the Three Months Ended December 31, 2020 and September 30, 2020

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended December 31, 2020

Net incomeattributable to $ 110,451 commonstockholders

Adjustments:

Interest and (644 )other income

Interest expense 114,208

Depreciation and 261,966 amortization

General,administrative 29,537 and professionalfees

Loss onextinguishment of 3,405 debt, net

Merger-relatedexpenses and deal 3,683 costs

Allowance onloans receivable (10,416 )and investments

Other (16,043 )

Income fromunconsolidated (17,705 )entities

Gain on realestate (22,117 )dispositions

Income tax (679 )benefit

Net incomeattributable to 1,502 noncontrollinginterests

Reported segment $ 162,871 $ 136,430 $ 136,827 $ 21,020 $ 457,148 NOI

Adjustments to Cash NOI:

Straight-lining (1,879 ) - (2,272 ) - (4,151 )of rental income

Non-cash rental (12,707 ) - (2,390 ) - (15,097 )income

Write-off ofstraight-line 14 - 85 - 99 rental income

NOI not included (2,675 ) 253 (1,247 ) - (3,669 )in cash NOI^1

Non-segment NOI - - - (21,020 ) (21,020 )

Cash NOI 145,624 136,683 131,003 - 413,310

Adjustments to Same-store NOI:

Cash NOI notincluded in (896 ) (865 ) (3,209 ) - (4,970 )same-store

Same-store cashNOI (constant $ 144,728 $ 135,818 $ 127,794 $ - $ 408,340 currency)

Percentage(decrease) (52.9 %) 13.4 % 1.5 % (26.1 %)increase

Adjustedpercentage(decrease) (0.6 %) 13.4 % 1.5 % 4.4 %increase -constant currency



For the Three Months Ended September 30, 2020

Net incomeattributable to $ 12,751 commonstockholders

Adjustments:

Interest and (572 )other income

Interest expense 115,505

Depreciation and 249,366 amortization

General,administrative 32,081 and professionalfees

Loss onextinguishment of 7,386 debt, net

Merger-relatedexpenses and deal 11,325 costs

Allowance onloans receivable 4,999 and investments

Other 5,681

Income fromunconsolidated (865 )entities

Gain on realestate (12,622 )dispositions

Income tax (3,195 )benefit

Net incomeattributable to 986 noncontrollinginterests

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

Adjustments to Cash NOI:

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

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

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

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

NOI not included (4,581 ) 556 (1,708 ) - (5,733 )in cash NOI^1

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

NOI impact from 143 885 - - 1,028 change in FX

Cash NOI $ 307,386 $ 120,110 $ 129,075 $ - $ 556,571

Adjustments to Same-store NOI:

Cash NOI notincluded in (299 ) (274 ) (3,128 ) - (3,701 )same-store

NOI impact fromchange in FX not - (41 ) - - (41 )in same-store

Same-store cashNOI (constant $ 307,087 $ 119,795 $ 125,947 $ - $ 552,829 currency)

AdjustedSame-store cash NOI:

Less cash impactof Brookdale (161,533 ) - - - (161,533 )leasemodification

AdjustedSame-store cash $ 145,554 $ 119,795 $ 125,947 $ - $ 391,296 NOI - constantcurrency

1

Excludes sold assets, Assets Held for Sale, development properties not yet operational and land parcels.

^ Excludes sold assets, Assets Held for Sale, development properties not yet1 operational and land parcels.

For the Year Ended December 31, 2020 and 2019

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Year Ended December 31, 2020

Net incomeattributable to $ 439,149 commonstockholders

Adjustments:

Interest and (7,609 )other income

Interest 469,541 expense

Depreciationand 1,109,763 amortization

General,administrativeand 130,158 professionalfees

Loss onextinguishment 10,791 of debt, net

Merger-relatedexpenses and 29,812 deal costs

Allowance onloans 24,238 receivable andinvestments

Other 707

Income fromunconsolidated (1,844 )entities

Gain on realestate (262,218 )dispositions

Income tax (96,534 )benefit

Net incomeattributable to 2,036 noncontrollinginterests

Reported $ 673,105 $ 538,489 $ 549,375 $ 87,021 $ 1,847,990 segment NOI

Adjustments to Cash NOI:

Straight-liningof rental (8,833 ) - (12,286 ) - (21,119 )income

Non-cash rental (28,726 ) - (10,668 ) - (39,394 )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 ofstraight-line 67,636 - 6,953 - 74,589 rental income

NOI notincluded in (34,803 ) (930 ) (12,082 ) - (47,815 )cash NOI^1

Non-segment NOI - - - (87,021 ) (87,021 )

Cash NOI 782,757 537,559 520,292 - 1,840,608

Adjustments to Same-store NOI:

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

Cash NOI notincluded in (6,361 ) (126,740 ) (24,577 ) - (157,678 )same-store

Same-store cashNOI (constant $ 776,396 $ 410,819 $ 496,715 $ - $ 1,683,930 currency)

Percentageincrease 21.9 % (30.5 %) 3.3 % (1.5 %)(decrease)

AdjustedSame-store cash NOI:

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

AdjustedSame-store cash $ 614,863 $ 410,819 $ 496,715 $ - $ 1,522,397 NOI - constantcurrency

Adjustedpercentage(decrease) (3.5 %) (30.5 %) 3.3 % (10.9 %)increase -constantcurrency



For the Year Ended December 31, 2019

Net income attributable to common stockholders

$

433,016

Adjustments:

Interest and other income

(10,984

)

Interest expense

451,662

Depreciation and amortization

1,045,620

General, administrative and professional fees

158,726

Loss on extinguishment of debt, net

41,900

Merger-related expenses and deal costs

15,235

Other

(10,339

)

Loss from unconsolidated entities

2,454

Gain on real estate dispositions

(26,022

)

Income tax benefit

(56,310

)

Net income attributable to noncontrolling interests

6,281

Reported segment NOI

$

754,337

$

630,135

$

574,157

$

92,610

$

2,051,239

Adjustments to Cash NOI:

Straight-lining of rental income

(11,557

)

-

(18,516

)

-

(30,073

)

Non-cash rental income

(3,250

)

-

(3,830

)

-

(7,080

)

Cash modification fees

100

-

(180

)

-

(80

)

NOI not included in cash NOI1

(97,655

)

246

(45,341

)

-

(142,750

)

Non-segment NOI

-

-

-

(92,610

)

(92,610

)

NOI impact from change in FX

123

(1,255

)

-

-

(1,132

)

Cash NOI

$

642,098

$

629,126

$

506,290

$

-

$

1,777,514

Adjustments to Same-store NOI:

Cash NOI not included in same-store

(5,097

)

(38,753

)

(25,292

)

-

(69,142

)

NOI impact from change in FX not in same-store

-

442

-

-

442

Same-store cash NOI (constant currency)

$

637,001

$

590,815

$

480,998

$

-

$

1,708,814

For the Year Ended December 31, 2019

Net incomeattributable to $ 433,016 commonstockholders

Adjustments:

Interest and other (10,984 )income

Interest expense 451,662

Depreciation and 1,045,620 amortization

General,administrative and 158,726 professional fees

Loss onextinguishment of 41,900 debt, net

Merger-relatedexpenses and deal 15,235 costs

Other (10,339 )

Loss fromunconsolidated 2,454 entities

Gain on realestate (26,022 )dispositions

Income tax benefit (56,310 )

Net incomeattributable to 6,281 noncontrollinginterests

Reported segment $ 754,337 $ 630,135 $ 574,157 $ 92,610 $ 2,051,239 NOI

Adjustments to Cash NOI:

Straight-lining of (11,557 ) - (18,516 ) - (30,073 )rental income

Non-cash rental (3,250 ) - (3,830 ) - (7,080 )income

Cash modification 100 - (180 ) - (80 )fees

NOI not included (97,655 ) 246 (45,341 ) - (142,750 )in cash NOI^1

Non-segment NOI - - - (92,610 ) (92,610 )

NOI impact from 123 (1,255 ) - - (1,132 )change in FX

Cash NOI $ 642,098 $ 629,126 $ 506,290 $ - $ 1,777,514

Adjustments to Same-store NOI:

Cash NOI notincluded in (5,097 ) (38,753 ) (25,292 ) - (69,142 )same-store

NOI impact fromchange in FX not - 442 - - 442 in same-store

Same-store cashNOI (constant $ 637,001 $ 590,815 $ 480,998 $ - $ 1,708,814 currency)



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

View source version on businesswire.com: https://www.businesswire.com/news/home/20210218005536/en/

CONTACT: Sarah Whitford (877) 4-VENTAS