Business Wire | Aug 6, 2021 06:56AM EDT

Ventas Reports 2021 Second Quarter Results

Aug. 06, 2021

CHICAGO--(BUSINESS WIRE)--Aug. 06, 2021--Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") today reported results for the second quarter ended June 30, 2021.

"Ventas delivered strong second quarter results driven by outstanding sequential occupancy improvement and organic net operating income growth in our Senior Housing Operating Portfolio ("SHOP") segment, Office growth and consistent and solid performance in our Triple Net ("NNN") segment," said Debra A. Cafaro, Ventas Chairman and CEO.

"Ventas's organic growth potential and external investment opportunities combine to create attractive upside for our stakeholders. We have now delivered five consecutive months of growth in occupancy and leads in SHOP, with June move-ins and July leads representing the highest levels since the onset of the pandemic. These positive trends underscore the strong demand for the socialization and services our communities provide. Senior housing is entering a period of highly favorable conditions as occupancy rebounds and supply demand fundamentals improve. In the face of renewed macro clinical uncertainty, we remain optimistic with all our SHOP communities benefitting from extremely high COVID-19 vaccination rates among our residents and staff.

"We are confident about the future of our business, the powerful senior housing cyclical upside and our ability to win the recovery with our advantaged, well diversified portfolio, best-in-class operators and experienced team," Cafaro concluded.

Second Quarter 2021 Results

For the second quarter 2021, reported per share results were:

Quarter Ended June 30

2021 2020 $ % Change Change

Net Income (Loss) Attributable to Common $0.23 ($0.42) $0.65 155%Stockholders

Nareit FFO Attributable to Common Stockholders $0.78 $0.50 $0.28 56%("Nareit FFO")*

Normalized FFO Attributable to Common Stockholders $0.73 $0.77 ($0.04) (5%)("Normalized FFO")*



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

Second Quarter 2021 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 for* additional information and a reconciliation to the most directly comparable GAAP measure.

Second Quarter 2021 Property Results

2Q21 vs. 2Q20 (Quarterly Pools) Year-Over-Year Same-Store Cash Net Operating Income ("NOI")* Growth

Assets % Change

SHOP 393 (12.0%)

NNN 352 (12.2%)

Office 345 12.6%

Total Company 1,090 (4.6%)



2Q21 vs. 1Q21 (Sequential Pools) Sequential Same-Store Cash NOI* Growth

Assets % Change

SHOP^1 434 (0.7%)

NNN 355 (0.2%)

Office 346 10.5%

Total Company 1,135 3.1%



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

1.12.6% SHOP Same-Store Cash NOI sequential growth when excluding the HHS Grants received in 1Q21. SHOP Same-Store Cash NOI includes grants totaling $13.3 million received in 1Q21 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.

Sequential Same-Store Property Results

* Company Results Sequential same-store second quarter 2021 cash NOI increased 3.1%, or 3.6% excluding the impact of $13.3 million of HHS Grants in the first quarter 2021 and a $12 million cash lease termination fee received in the Life Science, Research & Innovation ("Life Science, R&I") portfolio in the second quarter. * SHOP (26% of Total Portfolio) NOI: SHOP NOI totaled $111 million in the second quarter. Same-store cash NOI in second quarter 2021 increased $50 million on an annualized basis compared to first quarter 2021 excluding HHS Grants received in the first quarter. Sequential same-store pool (434 assets) cash NOI increased 12.6% excluding the HHS Grants received in the first quarter. Including the HHS Grants, sequential same-store cash NOI decreased by 0.7%. Occupancy and Leading Indicators: Leads and move-ins in June were the highest since the onset of the pandemic, with leads reaching 106% of pre-pandemic levels and move-ins approximating 2,100 residents. Ventas's SHOP portfolio experienced a 229 basis point increase in approximate spot occupancy from March 31 to June 30, led by U.S. SHOP communities, substantially better than the midpoint of our previously communicated expectation of up 150 to 250 basis points. Average SHOP occupancy grew 110 basis points in the second quarter versus the first quarter 2021. U.S. SHOP portfolio increased 313 basis points in approximate spot occupancy from March 31 to June 30. Approximate spot-to-spot occupancy in our Canada SHOP portfolio increased in the second quarter driven by a positive June occupancy trend. Canada recently surpassed the U.S. in vaccinations amongst its adult population. SHOP second quarter average and quarter-end occupancy were 77.5% and 79.4%, respectively.

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

12.6% SHOP Same-Store Cash NOI sequential growth when excluding the HHS Grants received in 1Q21. SHOP Same-Store Cash NOI includes grants totaling1. $13.3 million received in 1Q21 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.

Sequential Same-Store Property Results

* Company Results Sequential same-store second quarter 2021 cash NOI increased 3.1%, or 3.6% excluding the impact of $13.3 million of HHS Grants in the first quarter 2021 and a $12 million cash lease termination fee received in the Life Science, Research & Innovation ("Life Science, R&I") portfolio in the second quarter. * SHOP (26% of Total Portfolio) NOI: SHOP NOI totaled $111 million in the second quarter. Same-store cash NOI in second quarter 2021 increased $50 million on an annualized basis compared to first quarter 2021 excluding HHS Grants received in the first quarter. Sequential same-store pool (434 assets) cash NOI increased 12.6% excluding the HHS Grants received in the first quarter. Including the HHS Grants, sequential same-store cash NOI decreased by 0.7%. Occupancy and Leading Indicators: Leads and move-ins in June were the highest since the onset of the pandemic, with leads reaching 106% of pre-pandemic levels and move-ins approximating 2,100 residents. Ventas's SHOP portfolio experienced a 229 basis point increase in approximate spot occupancy from March 31 to June 30, led by U.S. SHOP communities, substantially better than the midpoint of our previously communicated expectation of up 150 to 250 basis points. Average SHOP occupancy grew 110 basis points in the second quarter versus the first quarter 2021. U.S. SHOP portfolio increased 313 basis points in approximate spot occupancy from March 31 to June 30. Approximate spot-to-spot occupancy in our Canada SHOP portfolio increased in the second quarter driven by a positive June occupancy trend. Canada recently surpassed the U.S. in vaccinations amongst its adult population. SHOP second quarter average and quarter-end occupancy were 77.5% and 79.4%, respectively.

(2Q2021 sequential pool of 434 March 31assets) Feb-21 Mar-21 Apr-21 May-21 Jun-21 to June 30

Approximate Spot Occupancy 76.5% 77.1% 77.7% 78.4% 79.4% --

Sequential Spot Occupancy (26bps) +57bps +69bps +68bps +92bps +229bpsChange - Total

Sequential Spot Occupancy (25bps) +87bps +102bps +96bps +115bps +313bpsChange - U.S.

Sequential Spot Occupancy (30bps) (18bps) (15bps) (2bps) +33bps +17bpsChange - Canada

* Revenue: SHOP revenue increased in the second quarter driven by an increase in occupancy, which was partially offset by move-in incentives provided to new residents. * Operating Expenses: Operating expenses declined sequentially by $9.2 million, excluding the HHS Grants received in the first quarter (which were reflected as a contra expense when received), driven by a better than expected reduction of COVID-19 costs partially offset by a modest increase in routine operating expenses. Including the impact of HHS Grants, operating expenses grew $4.1 million.

* NNN Portfolio (37% of Total Portfolio) NNN sequential same-store (355 assets) cash NOI was stable in the second quarter 2021. All expected second quarter rent was received from the Company's NNN tenants. * Office Portfolio (32% of Total Portfolio) Office sequential same-store pool (346 assets) cash NOI grew by 10.5%, led by the Life Science, R&I portfolio. Life Science, R&I benefitted from a $12 million cash lease termination fee received in the second quarter, which is included in second quarter cash NOI and amortized over the remaining twelve-month lease term on a GAAP basis. Office sequential same-store cash NOI growth was 0.9% when adjusted for this fee. Steady growth of the Medical Office Building ("MOB") business continued in the second quarter with outstanding customer retention of 94% and new leasing of 190,000 square feet, resulting in a total MOB portfolio sequential occupancy increase of 20 basis points.

Latest SHOP Operating Trends

* Leading Indicators: Leading indicators and demand showed continued strength in July: Leads were 105% of their pre-COVID-19 same period 2019 level at over 21,300, a new high. Move-ins and move-outs were 112% and 85% respectively of their pre-COVID-19 same period 2019 levels. Move-ins totaled 2,017 residents. Move-ins have exceeded 2,000 for three consecutive months. * Occupancy: Ventas's SHOP portfolio has now experienced a five consecutive month trend of occupancy growth. Spot occupancy has increased 424 basis points from the pandemic low reached in mid-March through July 31, 2021. The SHOP portfolio reported 74 basis points of approximate spot occupancy increase from June 30 through July 31, 2021, with the U.S. growing 84 basis points and Canada growth improving to 47 basis points in the month. * Clinical Trends: The Company's SHOP communities continue to experience de minimis confirmed resident cases of COVID-19, with high vaccination rates among residents and staff members.

Investments in Ardent

* Ardent continues to deliver strong performance as an industry-leading owner and operator of 30 hospitals in six states and Ventas's $1.4 billion investment in Ardent real estate is currently yielding over 9% with strong 3.6x trailing twelve month cash flow coverage. * In addition, Ventas's 10% equity interest in Ardent, in partnership with Equity Group Investments, and Ventas's prior investment in $200 million of Ardent 2026 Senior Notes (defined below), continue to provide significant benefits to Ventas. In the second quarter, Ventas benefitted from Ardent's strong performance and recognition of HHS Grants which was approximately $7 million at Ventas's share. In July 2021, Ardent redeemed Ventas's investment in $200 million of 9.75% senior notes due 2026 (the "Ardent 2026 Senior Notes"), in connection with Ardent's successful offering of newly issued senior notes at a coupon of 5.75%. In addition to repayment of principal in full, Ventas received $15 million in prepayment premium, as required by Ardent's 2026 Senior Notes. The redemption, including the prepayment premium, will be recognized in the third quarter. Ventas's investment in the Ardent 2026 Senior Notes yielded a 13% unlevered IRR.

Capital Allocation

* Ventas's total 2021 investments completed or announced to date are $2.6 billion. The Company also has $1.1 billion of ongoing development principally in the Life Science, R&I and Canadian senior housing markets. In addition, the Company also has a forward pipeline of approximately $1 billion in Life Science, R&I projects. * On June 28, 2021, Ventas announced that it had entered into a definitive merger agreement pursuant to which Ventas will acquire New Senior (NYSE: SNR) in an all-stock transaction valued at approximately $2.3 billion, including $1.5 billion of New Senior debt. Under the terms of the agreement, New Senior stockholders will receive 0.1561 shares of newly issued Ventas common stock for each share of New Senior common stock they own. Completion of the transaction, which is expected to occur during the second half of this year, is subject to the satisfaction of customary closing conditions, including the approval by the common stockholders of New Senior. * Ventas also extended its successful track record of development with its partner Le Groupe Maurice ("LGM"): On June 1, 2021, Ventas and LGM opened a new, 287-unit development, in Montreal known as Elogia II, which already reached 50% occupancy as of July 31. This property was developed adjacent to an existing 289-unit LGM property and joined via connecting bridge. Due to the proximity and physical connectivity, residents of both buildings will enjoy LGM's signature state-of-the-art amenities, including beautiful gardens, fitness facilities, a movie theatre, a light therapy room, an indoor swimming pool, an expansive rooftop and a panoramic lounge with views of Montreal's skyline. Two LGM development properties opened in the fourth quarter of 2020 continue to enjoy robust demand and are currently 94% occupied. Two additional development projects are underway totaling over $200 million in project costs and spanning 627 units, with additional sites in the pre-development stage. * Ventas is in advanced stages for a Life Science, R&I development project anchored by a premier research university. The project, which is principally lab space and related uses, will be 60% pre-leased. Project costs approximate $0.5 billion with an expected stabilized cash yield between 6.5% and 7.0%. The university tenant is ranked in the top 5% of universities for both NIH funding and R&D spend. The development is one of the pre-identified Life Science, R&I development projects that is eligible for inclusion in the attractive R&I development partnership with GIC. * The Company continues to enhance the quality of its portfolio through asset sales and to receive repayment of high return, well-structured loans. Year to date through August 5, 2021, the Company has received nearly $450M of disposition proceeds, including these Recent Dispositions: Ardent's redemption in July 2021 of Ventas's investment in $200 million of Ardent 2026 Senior Notes, along with a $15 million prepayment premium as described above. Holiday's full repayment in July of $66 million of 9.4% notes due 2025. Ventas originally received the notes along with $34 million of cash as consideration for the conversion of 26 Holiday-operated independent living communities from a NNN lease to a SHOP operating model in the second quarter of 2020. Two MOBs sold during the second quarter for total proceeds of approximately $107 million.

Financial Strength & Liquidity

* As of August 5, 2021, the Company has robust liquidity of $3.3 billion, including $2.7 billion of undrawn revolver capacity, $0.6 billion in cash and cash equivalents on hand, and no commercial paper outstanding. For the second quarter 2021, Ventas's Net Debt to Adjusted Pro Forma EBITDA ratio was 7.0x, a sequential improvement of 10 basis points from the first quarter. Total Indebtedness to Gross Asset Value was stable at 37% in the second quarter 2021. During and subsequent to the second quarter, the Company received $300 million in gross proceeds under its "at the market" equity offering program, totaling 5.2 million shares of common stock sold at an average gross price of $58.56 per share in anticipation of the closing of the New Senior transaction. Using proceeds from Recent Dispositions, Ventas will fully repay $664 million in aggregate principal amount of outstanding senior notes. On August 16, 2021, the Company will retire $264 million aggregate principal amount of 3.25% senior notes due August 2022 and on September 1, 2021, the Company will retire $400 million aggregate principal amount of 3.125% senior notes due June 2023.

Second Quarter Dividend

The Company paid its second quarter 2021 dividend of $0.45 per share on July 14, 2021 to stockholders of record as of July 1, 2021.

Third Quarter 2021 Guidance

The Company currently expects to report third quarter 2021 Net Income (Loss) Attributable to Common Stockholders, Nareit FFO and Normalized FFO within the following per share ranges:

3Q21 Guidance

Per Share

Low High



Net Income (Loss) Attributable to Common Stockholders $0.00 - $0.05

Nareit FFO* $0.61 - $0.65

Normalized FFO* $0.70 - $0.74

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

Key assumptions underlying the third quarter 2021 guidance include, among other things:

* Approximate spot occupancy in the Company's sequential same-store SHOP business is assumed to increase 150 - 250 basis points from June 30, 2021 to September 30, 2021, creating revenue growth, which is expected to be approximately offset by increasing operating costs due to an additional day in the quarter, higher occupancy, labor, routine seasonal items and potential COVID-19 related expenditures. * No HHS Grants are assumed to be received in the third quarter. * A net benefit in the third quarter compared to the second quarter of two cents from "Ardent Activities". Specifically, recognition of the receipt by Ventas of a $15 million prepayment fee in connection with Ardent's redemption of the Ardent 2026 Senior Notes in the third quarter, net of $7 million (at Ventas's share) of HHS Grants recognized by Ardent in the second quarter. * Stable performance in the Office and NNN segments. * Fully diluted share count of 383 million shares reflecting the equity raised in July. * The Company continues to expect a total of approximately $1.0 billion in asset sales and loan repayments in 2021 principally in senior housing and medical office properties with proceeds used to reduce near term indebtedness and to fund investment in development. * No material changes in the impact of COVID-19 on our business. The trajectory and future impact of the COVID-19 pandemic, including the impact of the Delta or any other variant, remain highly uncertain and may change rapidly. The extent of the pandemic's continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which vaccines and other clinical treatments are successfully developed and deployed. Significant changes or impacts of the pandemic are excluded from our guidance. * The Company's current third quarter 2021 guidance excludes any contribution or impact from the pending acquisition of New Senior, which is expected to close during the second half of this year.

Other third 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 for* additional information and a reconciliation to the most directly comparable GAAP measure

Key assumptions underlying the third quarter 2021 guidance include, among other things:

* Approximate spot occupancy in the Company's sequential same-store SHOP business is assumed to increase 150 - 250 basis points from June 30, 2021 to September 30, 2021, creating revenue growth, which is expected to be approximately offset by increasing operating costs due to an additional day in the quarter, higher occupancy, labor, routine seasonal items and potential COVID-19 related expenditures. * No HHS Grants are assumed to be received in the third quarter. * A net benefit in the third quarter compared to the second quarter of two cents from "Ardent Activities". Specifically, recognition of the receipt by Ventas of a $15 million prepayment fee in connection with Ardent's redemption of the Ardent 2026 Senior Notes in the third quarter, net of $7 million (at Ventas's share) of HHS Grants recognized by Ardent in the second quarter. * Stable performance in the Office and NNN segments. * Fully diluted share count of 383 million shares reflecting the equity raised in July. * The Company continues to expect a total of approximately $1.0 billion in asset sales and loan repayments in 2021 principally in senior housing and medical office properties with proceeds used to reduce near term indebtedness and to fund investment in development. * No material changes in the impact of COVID-19 on our business. The trajectory and future impact of the COVID-19 pandemic, including the impact of the Delta or any other variant, remain highly uncertain and may change rapidly. The extent of the pandemic's continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which vaccines and other clinical treatments are successfully developed and deployed. Significant changes or impacts of the pandemic are excluded from our guidance. * The Company's current third quarter 2021 guidance excludes any contribution or impact from the pending acquisition of New Senior, which is expected to close during the second half of this year.

Other third quarter 2021 assumptions are set forth below:

Increase / (Decrease) to Normalized FFO/sh.

3Q21 Guidance Midpoint

vs. 2Q21 Actuals

2Q21 Normalized FFO* $0.73

Ardent Activities 0.02

Equity Raised and Recent Dispositions (0.02)

NOI from Properties Intended for Disposition (0.01)

3Q21 Normalized FFO* Guidance Midpoint $0.72

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

A presentation outlining the Company's second quarter results and business update is posted to the Events & Presentations section of Ventas's website at ir.ventasreit.com/events-and-presentations. Additional information regarding the Company can be found in its second quarter 2021 supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, our website is not incorporated by any reference into, and is not part of, this document.

Second Quarter 2021 Results Conference Call

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) 968-1984 (or +1 (778) 560-2824 for international callers), and the participant passcode is 1487218. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.

A telephonic replay will be available at (800) 585-8367 (or +1 (416) 621-4642 for international callers), passcode 1487218, after the earnings call 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 stakeholders. As of June 30, 2021, Ventas owned or had investments in 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 and Quarterly Report on Form 10-Q. 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, including of the Delta or any other variant, 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 ability to achieve the anticipated benefits and synergies from the proposed acquisition of, and the risk of greater than expected costs or other difficulties related to the integration of, New Senior and the cost of capital to fund the acquisition and any debt paydown; (c) the proposed acquisition of New Senior may not be completed on the currently contemplated timeline or terms, or at all; (d) 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; (e) 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; (f) 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, labor markets and public capital markets; (g) 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; (h) 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; (i) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles; (j) our ability to attract and retain talented employees; (k) 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; (l) 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; (m) 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; (n) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (o) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (p) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (q) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, borrowers or managers; and (s) 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 for* additional information and a reconciliation to the most directly comparable GAAP measure.

A presentation outlining the Company's second quarter results and business update is posted to the Events & Presentations section of Ventas's website at ir.ventasreit.com/events-and-presentations. Additional information regarding the Company can be found in its second quarter 2021 supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, our website is not incorporated by any reference into, and is not part of, this document.

Second Quarter 2021 Results Conference Call

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) 968-1984 (or +1 (778) 560-2824 for international callers), and the participant passcode is 1487218. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.

A telephonic replay will be available at (800) 585-8367 (or +1 (416) 621-4642 for international callers), passcode 1487218, after the earnings call 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 stakeholders. As of June 30, 2021, Ventas owned or had investments in 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 and Quarterly Report on Form 10-Q. 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, including of the Delta or any other variant, 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 ability to achieve the anticipated benefits and synergies from the proposed acquisition of, and the risk of greater than expected costs or other difficulties related to the integration of, New Senior and the cost of capital to fund the acquisition and any debt paydown; (c) the proposed acquisition of New Senior may not be completed on the currently contemplated timeline or terms, or at all; (d) 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; (e) 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; (f) 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, labor markets and public capital markets; (g) 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; (h) 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; (i) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles; (j) our ability to attract and retain talented employees; (k) 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; (l) 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; (m) 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; (n) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (o) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (p) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (q) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, borrowers or managers; and (s) 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; dollars in USD)

(unaudited)



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

2021 2021 2020 2020 2020



Assets

Real estate investments:

Land and $ 2,231,836 $ 2,235,773 $ 2,261,415 $ 2,268,583 $ 2,258,699 improvements

Buildings and 24,269,450 24,250,630 24,323,279 24,196,730 23,964,691 improvements

Construction 288,910 310,547 265,748 567,052 496,349 in progress

Acquired lease 1,200,574 1,212,263 1,230,886 1,246,312 1,242,414 intangibles

Operating 328,707 343,072 346,372 386,946 389,302 lease assets

28,319,477 28,352,285 28,427,700 28,665,623 28,351,455

Accumulateddepreciation (8,189,447 ) (8,030,524 ) (7,877,665 ) (7,687,211 ) (7,453,251 )andamortization

Net realestate 20,130,030 20,321,761 20,550,035 20,978,412 20,898,204 property

Secured loansreceivable and 596,171 615,037 605,567 604,452 681,831 investments,net

Investments inunconsolidated 494,239 471,243 443,688 162,860 166,039 real estateentities

Net realestate 21,220,440 21,408,041 21,599,290 21,745,724 21,746,074 investments

Cash and cash 233,837 169,661 413,327 588,343 992,824 equivalents

Escrowdeposits and 40,931 40,551 38,313 40,147 36,312 restrictedcash

Goodwill 1,051,832 1,051,780 1,051,650 1,050,742 1,050,115

Assets held 90,002 59,860 9,608 15,748 76,021 for sale

Deferredincome tax 11,486 11,610 9,987 304 304 assets, net

Other assets 855,786 810,760 807,229 779,475 687,738

Total assets $ 23,504,314 $ 23,552,263 $ 23,929,404 $ 24,220,483 $ 24,589,388



Liabilities and equity

Liabilities:

Senior notespayable and $ 11,761,545 $ 11,759,299 $ 11,895,412 $ 12,047,919 $ 12,530,036 other debt

Accrued 105,883 91,390 111,444 97,828 117,687 interest

Operatinglease 205,484 206,426 209,917 247,255 248,912 liabilities

Accountspayable and 1,122,171 1,109,279 1,133,066 1,234,933 998,446 otherliabilities

Liabilitiesrelated to 4,568 3,853 3,246 1,987 5,514 assets heldfor sale

Deferredincome tax 68,097 65,777 62,638 53,711 56,963 liabilities

Total 13,267,748 13,236,024 13,415,723 13,683,633 13,957,558 liabilities



Redeemable OPunitholder and 252,662 244,619 235,490 249,143 231,920 noncontrollinginterests



Commitmentsand contingencies



Equity:

Ventasstockholders' equity:

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

Common stock,$0.25 parvalue;375,204;375,068;374,609;373,940; and373,113 sharesissued at June 93,784 93,750 93,635 93,467 93,261 30, 2021,March 31,2021, December31, 2020,September 30,2020 and June30, 2020,respectively

Capital inexcess of par 14,187,577 14,186,692 14,171,262 14,142,349 14,118,119 value

Accumulatedother (58,290 ) (52,497 ) (54,354 ) (65,042 ) (82,761 )comprehensiveloss

Retainedearnings (4,340,052 ) (4,257,001 ) (4,030,376 ) (3,972,647 ) (3,816,460 )(deficit)

Treasurystock, 6; 14;0; 33; and 24shares at June30, 2021,March 31, (320 ) (789 ) - (1,275 ) (947 )2021, December31, 2020,September 30,2020 and June30, 2020,respectively

Total Ventasstockholders' 9,882,699 9,970,155 10,180,167 10,196,852 10,311,212 equity

Noncontrolling 101,205 101,465 98,024 90,855 88,698 interests

Total equity 9,983,904 10,071,620 10,278,191 10,287,707 10,399,910

Totalliabilities $ 23,504,314 $ 23,552,263 $ 23,929,404 $ 24,220,483 $ 24,589,388 and equity

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts; dollars in USD)

(unaudited)



For the Three Months Ended For the Six Months Ended

June 30, June 30,

2021 2020 2021 2020

Revenues

Rental income:

Triple-net leased $ 159,223 $ 176,240 $ 319,108 $ 371,102

Office 200,388 192,925 397,843 401,320

359,611 369,165 716,951 772,422

Resident fees and 535,952 549,329 1,064,602 1,126,099 services

Office building and 5,381 3,673 10,331 6,801 other services revenue

Income from loans and 17,665 19,491 36,675 43,537 investments

Interest and other 585 1,540 926 6,393 income

Total revenues 919,194 943,198 1,829,485 1,955,252

Expenses

Interest 110,051 123,132 220,818 239,828

Depreciation and 250,700 349,594 564,848 598,431 amortization

Property-level operating expenses:

Senior living 424,813 432,578 842,642 842,709

Office 64,950 60,752 128,896 125,258

Triple-net leased 4,432 5,275 9,257 11,606

494,195 498,605 980,795 979,573

Office building services 658 543 1,276 1,270 costs

General, administrative 30,588 28,080 70,897 68,540 and professional fees

(Gain) loss onextinguishment of debt, (74 ) - 27,016 - net

Merger-related expenses 721 6,586 5,338 14,804 and deal costs

Allowance on loansreceivable and (59 ) 29,655 (8,961 ) 29,655 investments

Other (13,490 ) 5,286 (22,918 ) 11,069

Total expenses 873,290 1,041,481 1,839,109 1,943,170

Income (loss) beforeunconsolidated entities,real estate 45,904 (98,283 ) (9,624 ) 12,082 dispositions, incometaxes and noncontrollinginterests

Income (loss) from 4,767 (5,850 ) 4,517 (16,726 )unconsolidated entities

Gain on real estate 41,258 1,254 43,791 227,479 dispositions

Income tax (expense) (3,641 ) (56,356 ) (5,794 ) 92,660 benefit

Income (loss) from 88,288 (159,235 ) 32,890 315,495 continuing operations

Net income (loss) 88,288 (159,235 ) 32,890 315,495

Net income (loss)attributable to 1,897 (2,065 ) 3,708 (452 )noncontrolling interests

Net income (loss)attributable to common $ 86,391 $ (157,170 ) $ 29,182 $ 315,947 stockholders

Earnings per common share

Basic:

Income (loss) from $ 0.24 $ (0.43 ) $ 0.09 $ 0.85 continuing operations

Net income (loss)attributable to common 0.23 (0.42 ) 0.08 0.85 stockholders

Diluted:^1

Income (loss) from $ 0.23 $ (0.43 ) $ 0.09 $ 0.84 continuing operations

Net income (loss)attributable to common 0.23 (0.42 ) 0.08 0.84 stockholders



Weighted average sharesused in computing earnings per commonshare

Basic 375,067 372,982 374,869 372,905

Diluted 378,408 376,024 378,161 376,020

^1Potential common shares are not included in the computation of dilutedearnings per share when a loss from continuing operations exists as the effectwould be an antidilutive per share amount.

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts; dollars in USD)

(unaudited)



For the Three Months Ended

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

2021 2021 2020 2020 2020

Revenues

Rental income:

Triple-net $ 159,223 $ 159,885 $ 168,027 $ 156,136 $ 176,240 leased

Office 200,388 197,455 199,931 198,376 192,925

359,611 357,340 367,958 354,512 369,165

Resident fees 535,952 528,650 529,739 541,322 549,329 and services

Officebuilding and 5,381 4,950 4,522 3,868 3,673 other servicesrevenue

Income fromloans and 17,665 19,010 18,302 18,666 19,491 investments

Interest and 585 341 644 572 1,540 other income

Total revenues 919,194 910,291 921,165 918,940 943,198



Expenses

Interest 110,051 110,767 114,208 115,505 123,132

Depreciationand 250,700 314,148 261,966 249,366 349,594 amortization

Property-leveloperating expenses:

Senior living 424,813 417,829 393,309 422,653 432,578

Office 64,950 63,946 64,420 66,934 60,752

Triple-net 4,432 4,825 5,156 5,398 5,275 leased

494,195 486,600 462,885 494,985 498,605

Officebuilding 658 618 488 557 543 services costs

General,administrativeand 30,588 40,309 29,537 32,081 28,080 professionalfees

(Gain) loss onextinguishment (74 ) 27,090 3,405 7,386 - of debt, net

Merger-relatedexpenses and 721 4,617 3,683 11,325 6,586 deal costs

Allowance onloans (59 ) (8,902 ) (10,416 ) 4,999 29,655 receivable andinvestments

Other (13,490 ) (9,428 ) (16,043 ) 5,681 5,286

Total expenses 873,290 965,819 849,713 921,885 1,041,481



Income (loss)beforeunconsolidatedentities, realestate 45,904 (55,528 ) 71,452 (2,945 ) (98,283 )dispositions,income taxesandnoncontrollinginterests

Income (loss)from 4,767 (250 ) 17,705 865 (5,850 )unconsolidatedentities

Gain on realestate 41,258 2,533 22,117 12,622 1,254 dispositions

Income tax(expense) (3,641 ) (2,153 ) 679 3,195 (56,356 )benefit

Income (loss)from 88,288 (55,398 ) 111,953 13,737 (159,235 )continuingoperations

Net income 88,288 (55,398 ) 111,953 13,737 (159,235 )(loss)

Net income(loss)attributable 1,897 1,811 1,502 986 (2,065 )tononcontrollinginterests

Net income(loss)attributable $ 86,391 $ (57,209 ) $ 110,451 $ 12,751 $ (157,170 )to commonstockholders



Earnings per common share

Basic:

Income (loss)from $ 0.24 $ (0.15 ) $ 0.30 $ 0.04 $ (0.43 )continuingoperations

Net income(loss)attributable 0.23 (0.15 ) 0.29 0.03 (0.42 )to commonstockholders

Diluted:^1

Income (loss)from $ 0.23 $ (0.15 ) $ 0.30 $ 0.04 $ (0.43 )continuingoperations

Net income(loss)attributable 0.23 (0.15 ) 0.29 0.03 (0.42 )to commonstockholders



Weightedaverage sharesused in computingearnings percommon share

Basic 375,067 374,669 374,473 373,177 372,982

Diluted 378,408 377,922 377,696 376,295 376,024

^1Potential common shares are not included in the computation of dilutedearnings per share when a loss from continuing operations exists as the effectwould be an antidilutive per share amount.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands USD)

(unaudited)

For the Six Months Ended June 30,

2021 2020

Cash flows from operating activities:

Net income $ 32,890 . $ 315,495

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

Depreciation and amortization 564,848 598,431

Amortization of deferred revenue and lease (31,551 ) (6,334 )intangibles, net

Other non-cash amortization 10,119 9,653

Allowance on loans receivable and investments (8,961 ) 29,655

Stock-based compensation 21,465 11,557

Straight-lining of rental income (7,167 ) 91,499

Loss on extinguishment of debt, net 27,016 -

Gain on real estate dispositions (43,791 ) (227,479 )

Gain on real estate loan investments (74 ) (167 )

Income tax expense (benefit) 2,510 (95,127 )

(Income) loss from unconsolidated entities (4,512 ) 16,734

Distributions from unconsolidated entities 6,480 1,600

Other (34,841 ) 12,756

Changes in operating assets and liabilities:

Increase in other assets (25,618 ) (12,463 )

(Decrease) increase in accrued interest (5,732 ) 7,094

Increase (decrease) in accounts payable and other 25,775 (32,893 )liabilities

Net cash provided by operating activities 528,856 720,011

Cash flows from investing activities:

Net investment in real estate property (210 ) (77,469 )

Investment in loans receivable (283 ) (67,290 )

Proceeds from real estate disposals 115,850 627,804

Proceeds from loans receivable 36,475 106,775

Development project expenditures (130,894 ) (180,398 )

Capital expenditures (74,122 ) (53,519 )

Investment in unconsolidated entities (68,311 ) (7,865 )

Insurance proceeds for property damage claims 390 42

Net cash (used in) provided by investing activities (121,105 ) 348,080

Cash flows from financing activities:

Net change in borrowings under revolving credit (104,131 ) 465,416 facilities

Net change in borrowings under commercial paper 169,984 (565,524 )program

Proceeds from debt 268,286 640,533

Repayment of debt (565,951 ) (111,301 )

Payment of deferred financing costs (17,776 ) (7,549 )

Issuance of common stock, net 14,250 -

Cash distribution to common stockholders (337,838 ) (592,285 )

Cash distribution to redeemable OP unitholders (3,164 ) (4,628 )

Cash issued for redemption of OP Units (62 ) (570 )

Contributions from noncontrolling interests 30 346

Distributions to noncontrolling interests (8,588 ) (6,293 )

Proceeds from stock option exercises 4,821 3,518

Other (5,934 ) (4,891 )

Net cash used in financing activities (586,073 ) (183,228 )

Net (decrease) increase in cash, cash equivalents (178,322 ) 884,863 and restricted cash

Effect of foreign currency translation 1,450 (1,829 )

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

Cash, cash equivalents and restricted cash at end $ 274,768 $ 1,029,136 of period



Supplemental schedule of non-cash activities:

Assets acquired and liabilities assumed from acquisitions and other:

Real estate investments $ 468 $ 77,111

Other assets - 614

Debt - 55,368

Other liabilities - 2,097

Noncontrolling interests 468 20,259

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands USD)

(unaudited)

For the Three Months Ended

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

2021 2021 2020 2020 2020

Cash flows fromoperating activities:

Net income $ 88,288 $ (55,398 ) $ 111,953 $ 13,737 $ (159,235 )(loss)

Adjustments toreconcile netincome (loss)to net cash provided byoperatingactivities:

Depreciationand 250,700 314,148 261,966 249,366 349,594 amortization

Amortization ofdeferredrevenue and (16,785 ) (14,766 ) (15,513 ) (19,009 ) (3,361 )leaseintangibles,net

Other non-cash 4,847 5,272 5,508 5,558 5,802 amortization

Allowance onloans (59 ) (8,902 ) (10,416 ) 4,999 29,655 receivable andinvestments

Stock-based 5,393 16,072 4,165 5,765 1,043 compensation

Straight-liningof rental (3,304 ) (3,863 ) (4,052 ) 15,635 98,287 income

(Gain) loss onextinguishment (74 ) 27,090 3,405 7,386 - of debt, net

Gain on realestate (41,258 ) (2,533 ) (22,117 ) (12,622 ) (1,254 )dispositions

Gain on realestate loan - (74 ) - - - investments

Income taxexpense 2,007 503 (2,283 ) (4,575 ) 55,146 (benefit)

(Income) lossfrom (4,762 ) 250 (17,701 ) (865 ) 5,858 unconsolidatedentities

Distributionsfrom 2,583 3,897 1,960 1,360 - unconsolidatedentities

Other (20,462 ) (14,379 ) (16,394 ) 2,859 8,951

Changes inoperating assets andliabilities:

(Increase)decrease in (20,518 ) (5,100 ) (5 ) (55,765 ) 1,305 other assets

Increase(decrease) in 14,502 (20,234 ) 13,251 (20,069 ) 30,126 accruedinterest

Increase(decrease) inaccounts 30,165 (4,390 ) (17,964 ) 240,642 (16,358 )payable andotherliabilities

Net cashprovided by 291,263 237,593 295,763 434,402 405,559 operatingactivities

Cash flows frominvesting activities:

Net investmentin real estate - (210 ) (1,023 ) (156 ) 2,070 property

Investment inloans (97 ) (186 ) (2,016 ) (45,857 ) (66,239 )receivable

Proceeds fromreal estate 107,767 8,083 361,753 54,800 2,365 disposals

Proceeds fromloans 20,056 16,419 12,045 191 7,658 receivable

Developmentproject (72,296 ) (58,598 ) (70,446 ) (129,569 ) (86,169 )expenditures

Capital (44,448 ) (29,674 ) (53,827 ) (40,888 ) (26,730 )expenditures

Investment inunconsolidated (29,859 ) (38,452 ) (278,990 ) 33 (2,056 )entities

Insuranceproceeds(expense) for 384 6 174 (9 ) - property damageclaims

Net cash usedin investing (18,493 ) (102,612 ) (32,330 ) (161,455 ) (169,101 )activities

Cash flows fromfinancing activities:

Net change inborrowingsunder revolving (109,275 ) 5,144 (14,724 ) (539,560 ) (2,296,737 )creditfacilities

Net change inborrowingsunder (44,994 ) 214,978 - - - commercialpaper program

Proceeds from 237,129 31,157 75,741 17,024 557,774 debt

Repayment of (120,901 ) (445,050 ) (352,011 ) (16,227 ) (48,328 )debt

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

Payment ofdeferred (433 ) (17,343 ) (815 ) (15 ) (5,586 )financing costs

Issuance ofcommon stock, 3,175 11,075 18,967 36,395 - net

Cashdistribution to (169,075 ) (168,763 ) (168,446 ) (168,078 ) (295,981 )commonstockholders

Cashdistribution to (1,322 ) (1,842 ) (1,329 ) (1,326 ) (2,303 )redeemable OPunitholders

Cash issued forredemption of (37 ) (25 ) - (5 ) - OP Units

Contributionsfrom 25 5 176 792 191 noncontrollinginterests

Distributionsto (5,935 ) (2,653 ) (3,280 ) (3,373 ) (3,750 )noncontrollinginterests

Proceeds fromstock option 2,715 2,106 11,585 - 129 exercises

Other (78 ) (5,856 ) 53 (98 ) 63

Net cash usedin financing (209,006 ) (377,067 ) (442,322 ) (674,471 ) (2,094,528 )activities

Net increase(decrease) incash, cash 63,764 (242,086 ) (178,889 ) (401,524 ) (1,858,070 )equivalents andrestricted cash

Effect offoreign 792 658 2,039 878 947 currencytranslation

Cash, cashequivalents andrestricted cash 210,212 451,640 628,490 1,029,136 2,886,259 at beginning ofperiod

Cash, cashequivalents andrestricted cash $ 274,768 $ 210,212 $ 451,640 $ 628,490 $ 1,029,136 at end ofperiod

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Dollars in thousands USD)

(unaudited)

For the Three Months Ended

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

2021 2021 2020 2020 2020

Supplemental schedule of non-cash activities:

Assets acquired andliabilities assumed from acquisitions and other:

Real estate investments $ - $ 468 $ 1,000 $ 92,373 $ 76,578

Other assets - - - 610 558

Debt - - - - 55,368

Other liabilities - - - 610 1,699

Deferred income tax - - - 337 - liability

Noncontrolling interests - 468 - - 20,068

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

(In thousands, except per share amounts; dollars in USD)

(unaudited)

Q2 YoY

2020 2021 Growth

Q2 Q3 Q4 Q1 Q2 '20-'21 YTD 2Q20 YTD 2Q21

Net (loss)incomeattributable to $ (157,170 ) $ 12,751 $ 110,451 $ (57,209 ) $ 86,391 155 % $ 315,947 $ 29,182 commonstockholders

Net (loss)incomeattributable to $ (0.42 ) $ 0.03 $ 0.29 $ (0.15 ) $ 0.23 155 % $ 0.84 $ 0.08 commonstockholdersper share^2

Adjustments:

Depreciationandamortization on 348,110 247,969 260,705 312,869 249,527 595,440 562,396 real estateassets

Depreciation onreal estateassets related (4,068 ) (4,475 ) (4,381 ) (4,618 ) (4,678 ) (7,911 ) (9,296 )tononcontrollinginterests

Depreciation onreal estateassets related 1,307 1,360 1,758 4,018 4,615 1,868 8,633 tounconsolidatedentities

Gain on realestate (1,254 ) (12,622 ) (22,117 ) (2,533 ) (41,258 ) (227,479 ) (43,791 )dispositions

Loss on realestatedispositions (3 ) - - - (7 ) (9 ) (7 )related tononcontrollinginterests

Subtotal: FFO 344,092 232,232 235,965 309,736 208,199 361,909 517,935 adjustments

Subtotal: FFOadjustments per $ 0.92 $ 0.62 $ 0.62 $ 0.82 $ 0.55 $ 0.96 $ 1.37 share

FFO (Nareit)attributable to $ 186,922 $ 244,983 $ 346,416 $ 252,527 $ 294,590 58 % $ 677,856 $ 547,117 commonstockholders

FFO (Nareit)attributable tocommon $ 0.50 $ 0.65 $ 0.92 $ 0.67 $ 0.78 56 % $ 1.80 $ 1.45 stockholdersper share



Adjustments:

Change in fairvalue of (13 ) 1,157 (23,062 ) (21,008 ) (23,211 ) (23 ) (44,219 )financialinstruments

Non-cash incometax expense 55,505 (4,763 ) (7,961 ) 1,344 1,166 (85,391 ) 2,510 (benefit)

Loss (gain) onextinguishment - 7,386 3,405 27,090 (74 ) - 27,016 of debt, net

Gain onnon-real estatedispositions - (244 ) (592 ) (21 ) (10 ) 239 (31 )related tounconsolidatedentities

Merger-relatedexpenses, deal 6,605 12,793 6,519 5,360 1,769 15,378 7,129 costs andre-audit costs

Amortization ofother 118 118 118 116 116 236 232 intangibles

Other itemsrelated to (263 ) 290 234 101 43 (1,138 ) 144 unconsolidatedentities

Non-cash impactof changes to (3,337 ) (1,923 ) (2,087 ) 8,741 (2,298 ) 3,558 6,443 equity plan

Naturaldisasterexpenses 252 125 (71 ) 5,127 3,128 1,193 8,255 (recoveries),net

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

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

Allowance onloaninvestments andimpairment ofunconsolidated 40,320 4,635 (10,412 ) (8,900 ) (57 ) 40,320 (8,957 )entities, netof

noncontrollinginterests

Subtotal:Normalized FFO 101,371 37,982 (33,822 ) 17,950 (19,428 ) (23,444 ) (1,478 )adjustments

Subtotal:Normalized FFO $ 0.27 $ 0.10 $ (0.09 ) $ 0.05 $ (0.05 ) $ (0.06 ) $ (0.00 )adjustments pershare

Normalized FFOattributable to $ 288,293 $ 282,965 $ 312,594 $ 270,477 $ 275,162 (5 %) $ 654,412 $ 545,639 commonstockholders

Normalized FFOattributable tocommon $ 0.77 $ 0.75 $ 0.83 $ 0.72 $ 0.73 (5 %) $ 1.74 $ 1.44 stockholdersper share



Adjustments:

Deferredrevenue andlease (3,362 ) (19,009 ) (15,513 ) (14,766 ) (14,779 ) (6,335 ) (29,545 )intangibles,net

Other non-cashamortization,including fair 5,803 5,558 5,508 5,272 4,847 9,654 10,119 market value ofdebt

Stock-based 4,380 7,688 6,252 7,331 7,691 7,999 15,022 compensation

Straight-liningof rental (5,526 ) (4,648 ) (4,052 ) (3,863 ) (3,304 ) (12,314 ) (7,167 )income

FAD Capital (26,102 ) (39,955 ) (52,645 ) (28,506 ) (42,651 ) (51,074 ) (71,157 )Expenditures

Subtotal:Operating FAD (24,807 ) (50,366 ) (60,450 ) (34,532 ) (48,196 ) (52,070 ) (82,728 )adjustments

Operating FADattributable to $ 263,486 $ 232,599 $ 252,144 $ 235,945 $ 226,966 (14 %) $ 602,342 $ 462,911 commonstockholders ^3

Merger-relatedexpenses, deal (6,605 ) (12,793 ) (6,519 ) (5,360 ) (1,769 ) (15,378 ) (7,129 )costs andre-audit costs

Other itemsrelated to 263 (290 ) (234 ) (101 ) (43 ) 1,138 (144 )unconsolidatedentities

FADattributable to $ 257,144 $ 219,516 $ 245,391 $ 230,484 $ 225,154 (12 %) $ 588,102 $ 455,638 commonstockholders ^3

Weightedaverage diluted 376,024 376,295 377,696 377,922 378,408 376,020 378,161 shares



1Per 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.

2Potential 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.

3Operating FAD and FAD exclude the impact of the Company's receipt of unusually significant amounts of cash in connection with lease terminations and modifications. Exclusions in the period presented are $34 million in cash received in April 2020 related to the Holiday lease termination and $162 million in cash received in July 2020 related to the Brookdale lease modification. For additional information related to these transactions, refer to the Company's earnings release and Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, respectively.

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 Operating FAD to be appropriate supplemental measures of operating performance of an equity REIT. The Company believes that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company's real estate across reporting periods and to the operating performance of other companies. 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. Further, the Company believes that FAD and Operating FAD are useful supplemental measures of the Company's operating performance that would not otherwise be available and may be useful to investors in assessing the Company's operating performance and performance as a REIT. The Company believes FAD and Operating FAD may provide investors with useful supplemental information regarding the Company's ability to generate income from its operating performance and the impact of the Company's operating performance on its ability to make distributions to its stockholders.

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.

Operating FAD represents Normalized FFO (i) excluding non-cash components and straight-line rent adjustments and (ii) including the impact of FAD Capital Expenditures. 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 Operating FAD after including the impact of deal costs and unusual items related to unconsolidated entities.

FFO, Normalized FFO, FAD and Operating 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 Operating 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 Operating 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.

Operating FAD and FAD exclude the impact of the Company's receipt of unusually significant amounts of cash in connection with lease terminations and modifications. Exclusions in the period presented are $34 million in cash received in April 2020 related to the Holiday lease termination and $1623 million in cash received in July 2020 related to the Brookdale lease modification. For additional information related to these transactions, refer to the Company's earnings release and Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, respectively.

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 Operating FAD to be appropriate supplemental measures of operating performance of an equity REIT. The Company believes that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company's real estate across reporting periods and to the operating performance of other companies. 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. Further, the Company believes that FAD and Operating FAD are useful supplemental measures of the Company's operating performance that would not otherwise be available and may be useful to investors in assessing the Company's operating performance and performance as a REIT. The Company believes FAD and Operating FAD may provide investors with useful supplemental information regarding the Company's ability to generate income from its operating performance and the impact of the Company's operating performance on its ability to make distributions to its stockholders.

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.

Operating FAD represents Normalized FFO (i) excluding non-cash components and straight-line rent adjustments and (ii) including the impact of FAD Capital Expenditures. 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 Operating FAD after including the impact of deal costs and unusual items related to unconsolidated entities.

FFO, Normalized FFO, FAD and Operating 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 Operating 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 Operating FAD should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Income and FFO Attributable to Common Stockholders Q3 2021 Guidance^1,2

(In millions, except per share amounts; dollars in USD)

(unaudited)

Q3 2021 Guidance

Tentative / Preliminary and Subject to Change

Q3 2021 Q3 2021 - Per Share

. Low High Low High



Net Income Attributable to Common $0 $20 $0.00 $0.05 Stockholders



Depreciation and Amortization 240 235 0.63 0.61 Adjustments

Gain on Real Estate Dispositions (5 ) (5 ) (0.01 ) (0.01 )

Other Adjustments ^3 0 0 0.00 0.00



FFO (Nareit) Attributable to Common $235 $250 $0.61 $0.65 Stockholders



Merger-Related Expenses, Deal Costs and 5 7 0.01 0.02 Re-Audit Costs

Natural Disaster Expenses (Recoveries), 0 1 0.00 0.00 Net

Other Adjustments ^3 27 27 0.07 0.07



Normalized FFO Attributable to Common $267 $285 $0.70 $0.74 Stockholders

% Year-Over-Year Growth (7 %) (1 %)



Weighted Average Diluted Shares (in 383 383 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 herein and in 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 of1 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 herein and in 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.



Other Adjustments include the categories of adjustments presented in our3 "Non-GAAP Financial Measures Reconciliation - Funds From Operations 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 USD)

(unaudited)

For the Three Months Ended June 30, 2021



Net loss attributable to common stockholders $ 86,391

Adjustments:

Interest 110,051

Gain on extinguishment of debt, net (74 )

Taxes (including tax amounts in general, administrative and 5,015 professional fees)

Depreciation and amortization 250,700

Non-cash stock-based compensation expense 5,393

Merger-related expenses, deal costs and re-audit costs 721

Net income attributable to noncontrolling interests, adjusted (6,637 )for partners' share of consolidated entity EBITDA

Loss from unconsolidated entities, adjusted for Ventas share 18,873 of EBITDA from unconsolidated entities

Gain on real estate dispositions (41,258 )

Unrealized foreign currency loss 55

Change in fair value of financial instruments (23,217 )

Natural disaster expenses, net 3,120

Allowance on loan investments, net of noncontrolling interests (57 )

Adjusted EBITDA $ 409,076

Adjustments for current period activity (1,107 )

Adjusted Pro Forma EBITDA $ 407,969



Adjusted Pro Forma EBITDA annualized $ 1,631,876





Total debt $ 11,761,545

Cash (233,837 )

Restricted cash pertaining to debt (21,534 )

Partners' share of consolidated debt (290,436 )

Ventas share of non-consolidated debt 266,771

Net debt $ 11,482,509



Net debt to Adjusted Pro Forma EBITDA 7.0 x



^1 Totals may not add due to rounding.

The Company defines Adjusted EBITDA as 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.

The information above considers the pro forma effect on Adjusted EBITDA of the Company's activity during the three months ended June 30, 2021, 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 USD)

(unaudited)

For the Three Months Ended June 30, 2021 and 2020

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended June 30, 2021

Net incomeattributable to $ 86,391 commonstockholders

Adjustments:

Interest and (585 )other income

Interest expense 110,051

Depreciation and 250,700 amortization

General,administrative 30,588 and professionalfees

Gain onextinguishment (74 )of debt, net

Merger-relatedexpenses and 721 deal costs

Allowance onloans receivable (59 )and investments

Other (13,490 )

Income fromunconsolidated (4,767 )entities

Gain on realestate (41,258 )dispositions

Income tax 3,641 expense

Net incomeattributable to 1,897 noncontrollinginterests

Reported segment $ 154,791 $ 111,139 $ 137,320 $ 20,506 $ 423,756 NOI

Adjustments:

Straight-lining (1,808 ) - (1,496 ) - (3,304 )of rental income

Non-cash rental (11,905 ) - (4,478 ) - (16,383 )income

Cashmodification / - - 12,037 - 12,037 termination fees

NOI not included (242 ) 138 (6,211 ) - (6,315 )in cash NOI^1

Non-segment NOI - - - (20,506 ) (20,506 )

Cash NOI 140,836 111,277 137,172 - 389,285

Adjustments:

Cash NOI notincluded in (1,222 ) (12,522 ) (2,678 ) - (16,422 )same-store

Same-store cashNOI (constant $ 139,614 $ 98,755 $ 134,494 $ - $ 372,863 currency)

Percentage(decrease)increase - (12.2 %) (12.0 %) 12.6 % (4.6 %)constantcurrency

For the Three Months Ended June 30, 2020

Net lossattributable to $ (157,170 )common stockholders

Adjustments:

Interest and other (1,540 )income

Interest expense 123,132

Depreciation and 349,594 amortization

General,administrative and 28,080 professional fees

Merger-relatedexpenses and deal 6,586 costs

Allowance on loansreceivable and 29,655 investments

Other 5,286

Loss fromunconsolidated 5,850 entities

Gain on real estate (1,254 )dispositions

Income tax expense 56,356

Net lossattributable to (2,065 )noncontrollinginterests

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

Adjustments:

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

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

Impact of Holiday (50,184 ) - - - (50,184 )lease termination

Write-off ofstraight-line 53,304 - 898 - 54,202 rental income

NOI not included in (11,467 ) (1,913 ) (7,886 ) - (21,266 )cash NOI^1

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

NOI impact from 755 4,375 - - 5,130 change in FX

Cash NOI $ 159,387 $ 119,213 $ 122,318 $ - $ 400,918

Adjustments:

Cash NOI notincluded in (389 ) (6,952 ) (2,852 ) - (10,193 )same-store

NOI impact fromchange in FX not in - 4 - - 4 same-store

Same-store cash NOI $ 158,998 $ 112,265 $ 119,466 $ - $ 390,729 (constant currency)

^1 Excludes sold assets, Assets Held for Sale, development properties not yetoperational and land parcels.

For the Three Months Ended June 30, 2021 and March 31, 2021

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended June 30, 2021

Net incomeattributable to $ 86,391 commonstockholders

Adjustments:

Interest and (585 )other income

Interest expense 110,051

Depreciation and 250,700 amortization

General,administrative 30,588 and professionalfees

Gain onextinguishment of (74 )debt, net

Merger-relatedexpenses and deal 721 costs

Allowance onloans receivable (59 )and investments

Other (13,490 )

Income fromunconsolidated (4,767 )entities

Gain on realestate (41,258 )dispositions

Income tax 3,641 expense

Net incomeattributable to 1,897 noncontrollinginterests

Reported segment $ 154,791 $ 111,139 $ 137,320 $ 20,506 $ 423,756 NOI

Adjustments:

Straight-lining (1,808 ) - (1,496 ) - (3,304 )of rental income

Non-cash rental (11,905 ) - (4,478 ) - (16,383 )income

Cash modification/ termination - - 12,037 - 12,037 fees

NOI not included (242 ) 138 (6,211 ) - (6,315 )in cash NOI^1

Non-segment NOI - - - (20,506 ) (20,506 )

Cash NOI 140,836 111,277 137,172 - 389,285

Adjustments:

Cash NOI notincluded in - (407 ) (2,321 ) - (2,728 )same-store

Same-store cashNOI (constant $ 140,836 $ 110,870 $ 134,851 $ - $ 386,557 currency)

Percentage(decrease) (0.2 %) (0.7 %) 10.5 % 3.1 %increase -constant currency



For the Three Months Ended March 31, 2021

Net lossattributable to $ (57,209 )commonstockholders

Adjustments:

Interest and (341 )other income

Interest expense 110,767

Depreciation and 314,148 amortization

General,administrative 40,309 and professionalfees

Loss onextinguishment of 27,090 debt, net

Merger-relatedexpenses and deal 4,617 costs

Allowance onloans receivable (8,902 )and investments

Other (9,428 )

Loss fromunconsolidated 250 entities

Gain on realestate (2,533 )dispositions

Income tax 2,153 expense

Net incomeattributable to 1,811 noncontrollinginterests

Reported segment $ 155,060 $ 110,821 $ 135,236 $ 21,615 $ 422,732 NOI

Adjustments:

Straight-lining (1,846 ) - (2,016 ) - (3,862 )of rental income

Non-cash rental (11,902 ) - (2,447 ) - (14,349 )income

NOI not included (234 ) 148 (6,393 ) - (6,479 )in cash NOI^1

Non-segment NOI - - - (21,615 ) (21,615 )

NOI impact from 89 1,330 - - 1,419 change in FX

Cash NOI $ 141,167 $ 112,299 $ 124,380 $ - $ 377,846

Adjustments:

Cash NOI notincluded in - (585 ) (2,306 ) - (2,891 )same-store

NOI impact fromchange in FX not - (21 ) - - (21 )in same-store

Same-store cashNOI (constant $ 141,167 $ 111,693 $ 122,074 $ - $ 374,934 currency)

^1 Excludes sold assets, Assets Held for Sale, development properties not yetoperational 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 development properties and 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) for SHOP, those properties that are currently undergoing a materially disruptive redevelopment; (iv) for the Office and Triple-Net Leased Portfolios, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase net operating income, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for 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/20210806005232/en/

CONTACT: Sarah Whitford (877) 4-VENTAS