Business Wire | Nov 5, 2021 06:55AM EDT

Ventas Reports 2021 Third Quarter Results

Nov. 05, 2021

CHICAGO--(BUSINESS WIRE)--Nov. 05, 2021--Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") today reported results for the third quarter ended September 30, 2021.

"Ventas's high-quality diversified portfolio demonstrated strength in the third quarter of 2021 despite the challenges of COVID-19 and a tight labor market. We are pleased with the growth in our life science, medical office and healthcare triple net portfolios. We are also seeing sustained demand and revenue growth in our senior housing communities, with third quarter average occupancy up 230 basis points sequentially and eight consecutive months of occupancy growth through October," said Debra A. Cafaro, Ventas Chairman and CEO.

"We continue to drive growth through $3.7 billion of completed and announced strategic investments in 2021, including our recent acquisition of 103 independent living communities owned by New Senior for a purchase price of $2.3 billion and the development of a $0.5 billion life science project anchored by University of California, Davis. We are committed to expanding our senior living, life science and medical office footprints through relationship-driven investments that enhance our portfolio and drive returns.

"Looking ahead, we are excited for the future of Ventas and expect a robust recovery in senior housing as we also capture the benefits of our completed investments and execute on our external growth opportunities," Cafaro concluded.

Third Quarter 2021 Results

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

Quarter Ended September 30

2021 2020 $ % Change Change

Net Income (Loss) Attributable to Common $0.16 $0.03 $0.13 433%Stockholders

Nareit FFO Attributable to Common Stockholders $0.58 $0.65 ($0.07) (11%)("Nareit FFO")*

Normalized FFO Attributable to Common Stockholders $0.73 $0.75 ($0.02) (3%)("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.

Third Quarter 2021 Property Results

3Q21 vs. 3Q20 (Quarterly Pools) Year-Over-Year Same-Store Cash Net Operating Income ("NOI")* Growth

Assets % Change % Change (ex. BKD Cons)^ 1

SHOP 306 (12.7%) (12.7%)

NNN 338 (54.7%) (0.8%)

Office 335 4.2% 4.2%

Total Company 979 (32.4%) (3.0%)



3Q21 vs. 2Q21 (Sequential Pools) Sequential Same-Store Cash NOI* Growth

Assets % Change

SHOP 322 (3.4%)

NNN 340 0.5%

Office^2 335 (7.7%)

Total Company^ 997 (3.5%) 2

* 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.

* 3Q21 vs. 3Q20 NNN same-store cash NOI growth adjusted to exclude the benefit of $162 million in upfront cash consideration received as part of the Brookdale lease modification agreement in July 2020. * Office segment benefited from a $12 million lease termination payment in 2Q21. Excluding the impact of this payment, sequential same-store cash NOI growth would have been 1.2% in 3Q21 for the Office segment and (0.4%) for Total Company. Third Quarter Same-Store Property Results and Latest SHOP Trends

* Company Results Sequential same-store third quarter 2021 cash NOI decreased 3.5% and decreased 0.4% excluding the impact of a $12 million cash lease termination fee in the Life Science, R&I portfolio received in the second quarter.

* SHOP (30% of Total Portfolio) Sequential Same-Store Pool (322 assets) Performance: Average SHOP occupancy grew 230 basis points to 82.2% in the third quarter versus the second quarter 2021. Approximate spot occupancy increased 183 basis points from June 30 to September 30, led by U.S. SHOP communities. Revenue increased 3.1% in the third quarter due to higher occupancy and stronger pricing versus the second quarter, with RevPOR improving sequentially by 0.3%. Expenses increased 5.4% in the third quarter principally as a result of higher labor costs, which represented approximately half of the increase. Other cost increases included the additional day in the quarter and seasonal repair and maintenance expenses. SHOP sequential same-store cash NOI decreased 3.4% in the third quarter. Clinical Trends: SHOP communities continue to experience de minimis confirmed resident cases of COVID-19, with high vaccination rates among residents and staff members. Of Ventas's SHOP communities, 99% have never reported a resident case or have not reported a new case in the last seven days. Clinics for both the flu vaccine and the COVID-19 booster have begun in Ventas's senior living communities to further protect residents and employees. October Trends: October was the eighth consecutive month of occupancy improvement. Leading indicators including leads and move-ins continued to outperform pre-pandemic levels in October at 109% and 104%, respectively, and followed seasonal patterns.

* NNN Portfolio (36% of Total Portfolio) NNN sequential same-store (340 assets) cash NOI increased by 0.5% in the third quarter 2021.

* Office Portfolio (32% of Total Portfolio) Office quarterly same-store pool (335 assets) cash NOI increased by 4.2% versus third quarter 2020 driven by contractual escalators, new leasing and parking recovery. Growth in Medical Office was 3.2% and in Life Science, Research & Innovation ("Life Science, R&I") was 7.1% versus third quarter 2020. Office sequential same-store pool (335 assets) cash NOI declined by 7.7% versus second quarter 2021 and increased by 1.2% when excluding the impact of a $12 million cash lease termination fee received in the second quarter 2021.

Capital Allocation and Portfolio Strategy

* Year to date, Ventas has completed or announced $3.7 billion in strategic investments, including $3.1 billion of acquisitions and the $0.5 billion UC Davis life science project. The Company's current investment priorities are focused on expanding our portfolio of higher-margin senior housing independent living assets in the United States and Canada, growing our Life Science, R&I portfolio and selectively expanding our Medical Office footprint. On September 21, 2021, Ventas closed its acquisition of New Senior in an all-stock transaction for a purchase price of $2.3 billion. This accretive transaction added high quality independent living in advantaged markets with positive supply demand fundamentals while building on existing relationships with experienced leading operators at an attractive valuation below replacement cost. The portfolio consists of 103 independent living communities, with 12,404 units and is located across 36 states. Ventas commenced a Life Science, R&I development anchored by the University of California, Davis, a premier research institution ranked in the top 5% of universities for both NIH funding and R&D spend. The project will be the first phase of Aggie Square, a planned innovation district located on the University's Sacramento campus and adjacent to UC Davis Medical Center. Developed with Ventas's exclusive partner, Wexford Science & Technology, the project is principally laboratory space and related uses that will complement existing activities at the UC Davis Health Science Campus, including health sciences research, product development and manufacturing, academic and commercial research, incubator and accelerator space and shared labs. The development will be 60% pre-leased to UC Davis (Moody's Aa2) and construction is expected to commence in the first half of 2022. Project costs are expected to approximate $0.5 billion with an expected stabilized cash yield exceeding 6%. The development is one of the pre-identified Life Science, R&I development projects in Ventas's R&I development partnership with GIC. Ventas expanded its relationship with Hawthorn Senior Living through the approximately $180 million acquisition of five independent living and one assisted living communities in Canada. The portfolio consists of five stabilized assets and one lease-up asset. The acquisition price represents a nearly 6% yield on expected stabilized cash NOI and expands Ventas's presence in the attractive Canadian senior housing sector. Ventas completed the $58 million acquisition of Eating Recovery Center, a 102,000 square foot Class A facility located in Plano, Texas. The asset is 100% net leased with 16 years remaining in the lease term. Eating Recovery Center is a national provider of eating disorder treatments and is a leader in this rapidly growing market. The acquisition price represents a 7.2% GAAP yield on expected 2022 NOI. Ventas, in connection with its long-standing partner Pacific Medical Buildings ("PMB"), completed a buyout of PMB's interest in the state-of-the-art, newly developed Sutter Van Ness Medical Office Building. The asset is 92% leased and is connected to Sutter Health's flagship hospital in an unparalleled location in downtown San Francisco. Ventas now owns 100% of this trophy asset at an all-in basis of $173 million or a 5.9% yield on expected 2022 NOI, representing significant expected value creation. Building on and expanding its relationship with Ardent Health Services, Ventas expects to acquire 18 medical office buildings from Ardent comprising 762,000 square feet in a $200 million transaction expected to close in fourth quarter 2021. The portfolio is located in Ardent's existing markets, over 90% on campus and 100% leased to Ardent with an expected GAAP yield of 5.8%. To position the Company's senior housing portfolio to benefit from the expected cyclical recovery of senior living, Ventas announced the transition of 90 senior living communities to experienced operators who will provide strong local market focus and oversight for the communities. The transitions are underway, with 65 asset transitions completed and the balance expected to be concluded by the end of 2021.

* During and subsequent to the third quarter, 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 November 3, 2021, the Company has received over $875 million of proceeds and remains on track to meet the previously announced guidance of $1 billion in 2021 dispositions. Ventas sold 23 medical office buildings for total consideration of $266 million representing a 5.0% cash yield. Ventas recognized a gain on sale of $113 million in connection with the transactions. Ventas sold a triple-net leased senior housing community in Naples, Florida for approximately $100 million. Ventas recognized a gain on sale of $36 million in connection with the transaction. As previously announced, in the third quarter, Ventas received full repayment of its investment in $200 million of Ardent 9.75% senior notes due 2026, along with a $15 million prepayment premium, and $66 million of Holiday 9.4% notes due 2025. In October, Ventas received full repayment of a $45 million cash pay note bearing 9.5% interest from Brookdale. Ventas originally received the note as part of $235 million of total up-front consideration received in July 2020 as part of mutually beneficial arrangements with Brookdale Senior Living to reset cash rent due to the impact of the pandemic. As of November 3, 2021, Ventas has binding agreements to sell $170 million of senior housing and medical office assets expected to close in 2021.

Financial Strength & Liquidity

* As of November 3, 2021, the Company has robust liquidity of $2.2 billion, including $2.5 billion of undrawn revolver capacity, net of $0.5 billion of commercial paper outstanding and including $0.2 billion in cash and cash equivalents on hand. For the third quarter 2021, Ventas's Net Debt to Adjusted Pro Forma EBITDA ratio was 7.2x. The New Senior transaction resulted in an initial 30 basis point leverage increase from 6.9x. During and subsequent to the third quarter, the Company received $593 million in gross proceeds under its "at the market" equity offering program, with 10.3 million shares of common stock sold at an average gross price of $57.74 per share. As previously announced, on August 16, the Company retired $264 million aggregate principal amount of 3.25% senior notes due August 2022 and, on September 1, the Company retired $400 million aggregate principal amount of 3.125% senior notes due June 2023. As of November 3, 2021, the Company has retired $1.1 billion of near-term debt maturities through asset dispositions, loan repayments and other capital sources

Third Quarter Dividend

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

Fourth Quarter 2021 Guidance

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

4Q21 Guidance

Per Share

Low High



Net Income (Loss) Attributable to Common Stockholders $0.01 - $0.05

Nareit FFO* $0.61 - $0.65

Normalized FFO* $0.67 - $0.71

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

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

* Average occupancy for fourth quarter 2021 in the same-store SHOP business is expected to increase 80 to 120 basis points sequentially, reflecting continued demand exceeding pre-pandemic levels tempered by typical seasonal trends.

* Revenue for the same-store SHOP business is expected to grow in the fourth quarter as a result of occupancy increases.

* Approximately stable NOI is expected in the Company's sequential same-store SHOP business in the fourth quarter. At the mid-point of the range, revenue growth is assumed to be offset by increasing operating costs, notably including continued elevated labor costs.

* We have assumed that no HHS Grants will be received by the Company in the fourth quarter. Although we have applied for grants under Phase 4 of HHS's Provider Relief Fund on behalf of the eligible assisted living communities in our SHOP business to mitigate COVID-19 losses, there can be no assurance that our applications will be approved or that our communities will receive any additional funding.

* Stable sequential performance is expected in the Office and NNN segments.

* Receipt of a $13 million fee related to the previously announced acquisition of Kindred Healthcare. Kindred has communicated that it expects the transaction to close in the fourth quarter of 2021, subject to receipt of regulatory approvals and satisfaction of customary closing conditions.

* We have assumed a fully diluted share count of 403 million shares reflecting the equity raised in the third quarter under the Company's "at the market" equity offering program and shares issued in connection with the New Senior acquisition.

* The Company continues to expect to receive approximately $1.0 billion in proceeds from asset sales and loan repayments in 2021 principally in senior housing, medical office and loan investments with proceeds used to reduce near-term indebtedness.

* The guidance assumes 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.

Other fourth quarter 2021 assumptions are set forth below:

Increase / (Decrease) to Normalized FFO/sh. 4Q21 Guidance Midpoint vs. 3Q21 Actuals

3Q21 Normalized FFO* $0.73

SHOP (0.00)

Net Tenant Fees (0.01)

Capital Recycling, Debt Reduction & Prefunding (0.02)Investments

Other (0.01)

4Q21 Normalized FFO* Guidance Midpoint $0.69

* 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.

Investor Presentation

A presentation outlining the Company's third 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 third 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.

Third Quarter 2021 Results Conference Call

Ventas will hold a conference call to discuss this earnings release on November 5th 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 8199926. 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 8199926, 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 Inc., an S&P 500 company, operates at the intersection of two large and dynamic industries - healthcare and real estate. Fueled by powerful demographic demand from growth in the aging population, Ventas owns a diversified portfolio of over 1,200 properties in the United States, Canada and the United Kingdom. Ventas uses the power of its capital to unlock the value of senior living communities; life science, research & innovation properties; medical office & outpatient facilities, health systems and other healthcare real estate. A globally-recognized real estate investment trust, Ventas follows a successful long-term strategy, proven over more than 20 years, built on diversification of property types, capital sources and industry leading partners, financial strength and flexibility, consistent and reliable growth and industry leading ESG achievements, managed by a collaborative and experienced team dedicated to its stakeholders.

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 acquisition of, and the risk of greater than expected costs or other difficulties related to the integration of, New Senior Investment Group Inc.; (c) 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; (d) 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; (e) 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; (f) 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; (g) 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; (h) 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; (i) our ability to attract and retain talented employees; (j) 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; (k) 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; (l) increases in our borrowing costs as a result of becoming more leveraged or as a result of changes in interest rates and phasing out of LIBOR rates; (m) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (n) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (o) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (p) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (q) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, borrowers or managers; and (r) 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)



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

2021 2021 2021 2020 2020



Assets

Real estate investments:

Land and $ 2,395,751 $ 2,231,836 $ 2,235,773 $ 2,261,415 $ 2,268,583 improvements

Buildings and 25,519,840 24,269,450 24,250,630 24,323,279 24,196,730 improvements

Construction 298,982 288,910 310,547 265,748 567,052 in progress

Acquired lease 1,372,462 1,200,574 1,212,263 1,230,886 1,246,312 intangibles

Operating 323,950 328,707 343,072 346,372 386,946 lease assets

29,910,985 28,319,477 28,352,285 28,427,700 28,665,623

Accumulateddepreciation (8,118,990 ) (8,189,447 ) (8,030,524 ) (7,877,665 ) (7,687,211 )andamortization

Net realestate 21,791,995 20,130,030 20,321,761 20,550,035 20,978,412 property

Secured loansreceivable and 530,439 596,171 615,037 605,567 604,452 investments,net

Investments inunconsolidated 507,880 494,239 471,243 443,688 162,860 real estateentities

Net realestate 22,830,314 21,220,440 21,408,041 21,599,290 21,745,724 investments

Cash and cash 143,770 233,837 169,661 413,327 588,343 equivalents

Escrowdeposits and 52,752 40,931 40,551 38,313 40,147 restrictedcash

Goodwill 1,046,070 1,051,832 1,051,780 1,051,650 1,050,742

Assets held 316,769 90,002 59,860 9,608 15,748 for sale

Deferredincome tax 11,496 11,486 11,610 9,987 304 assets, net

Other assets 643,253 855,786 810,760 807,229 779,475

Total assets $ 25,044,424 $ 23,504,314 $ 23,552,263 $ 23,929,404 $ 24,220,483



Liabilities and equity

Liabilities:

Senior notespayable and $ 12,078,835 $ 11,761,545 $ 11,759,299 $ 11,895,412 $ 12,047,919 other debt

Accrued 90,013 105,883 91,390 111,444 97,828 interest

Operatinglease 199,551 205,484 206,426 209,917 247,255 liabilities

Accountspayable and 1,142,822 1,122,171 1,109,279 1,133,066 1,234,933 otherliabilities

Liabilitiesrelated to 20,518 4,568 3,853 3,246 1,987 assets heldfor sale

Deferredincome tax 65,196 68,097 65,777 62,638 53,711 liabilities

Total 13,596,935 13,267,748 13,236,024 13,415,723 13,683,633 liabilities



Redeemable OPunitholder and 280,344 252,662 244,619 235,490 249,143 noncontrollinginterests



Commitmentsand contingencies



Equity:

Ventasstockholders' equity:

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

Common stock,$0.25 parvalue;399,177;375,204;375,068;374,609; and373,940 sharesissued at 99,777 93,784 93,750 93,635 93,467 September 30,2021, June 30,2021, March31, 2021,December 31,2020, andSeptember 30,2020,respectively

Capital inexcess of par 15,504,210 14,187,577 14,186,692 14,171,262 14,142,349 value

Accumulatedother (67,601 ) (58,290 ) (52,497 ) (54,354 ) (65,042 )comprehensiveloss

Retainedearnings (4,459,630 ) (4,340,052 ) (4,257,001 ) (4,030,376 ) (3,972,647 )(deficit)

Treasurystock, 1; 6;14; 0; and 33shares atSeptember 30,2021, June 30,2021, March (40 ) (320 ) (789 ) - (1,275 )31, 2021,December 31,2020, andSeptember 30,2020,respectively

Total Ventasstockholders' 11,076,716 9,882,699 9,970,155 10,180,167 10,196,852 equity

Noncontrolling 90,429 101,205 101,465 98,024 90,855 interests

Total equity 11,167,145 9,983,904 10,071,620 10,278,191 10,287,707

Totalliabilities $ 25,044,424 $ 23,504,314 $ 23,552,263 $ 23,929,404 $ 24,220,483 and equity

CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)



For the Three Months For the Nine Months Ended Ended

September 30, September 30,

2021 2020 2021 2020

Revenues

Rental income:

Triple-net leased $ 181,379 $ 156,136 $ 500,487 $ 527,238

Office 201,673 198,376 599,516 599,696

383,052 354,512 1,100,003 1,126,934

Resident fees and 558,039 541,322 1,622,641 1,667,421 services

Office building and other 5,841 3,868 16,172 10,669 services revenue

Income from loans and 28,729 18,666 65,404 62,203 investments

Interest and other income 417 572 1,343 6,965

Total revenues 976,078 918,940 2,805,563 2,874,192

Expenses

Interest 108,816 115,505 329,634 355,333

Depreciation and 313,596 249,366 878,444 847,797 amortization

Property-level operating expenses:

Senior living 453,659 422,653 1,296,301 1,265,362

Office 66,401 66,934 195,297 192,192

Triple-net leased 3,268 5,398 12,525 17,004

523,328 494,985 1,504,123 1,474,558

Office building services 522 557 1,798 1,827 costs

General, administrative 30,259 32,081 101,156 100,621 and professional fees

Loss on extinguishment of 29,792 7,386 56,808 7,386 debt, net

Merger-related expenses 22,662 11,325 28,000 26,129 and deal costs

Allowance on loansreceivable and (60 ) 4,999 (9,021 ) 34,654 investments

Other 33,673 5,681 10,755 16,750

Total expenses 1,062,588 921,885 2,901,697 2,865,055

(Loss) income beforeunconsolidated entities,real estate (86,510 ) (2,945 ) (96,134 ) 9,137 dispositions, incometaxes and noncontrollinginterests

Income (loss) from 2,772 865 7,289 (15,861 )unconsolidated entities

Gain on real estate 150,292 12,622 194,083 240,101 dispositions

Income tax (expense) (3,780 ) 3,195 (9,574 ) 95,855 benefit

Income from continuing 62,774 13,737 95,664 329,232 operations

Net income 62,774 13,737 95,664 329,232

Net income attributableto noncontrolling 2,094 986 5,802 534 interests

Net income attributable $ 60,680 $ 12,751 $ 89,862 $ 328,698 to common stockholders

Earnings per common share

Basic:

Income from continuing $ 0.16 $ 0.04 $ 0.25 $ 0.88 operations

Net income attributable 0.16 0.03 0.24 0.88 to common stockholders

Diluted:

Income from continuing $ 0.16 $ 0.04 $ 0.25 $ 0.88 operations

Net income attributable 0.16 0.03 0.24 0.87 to common stockholders



Weighted average sharesused in computing earnings per common share

Basic 381,996 373,177 377,271 372,997

Diluted 385,523 376,295 380,643 376,112

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)



For the Three Months Ended

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

2021 2021 2021 2020 2020

Revenues

Rental income:

Triple-net $ 181,379 $ 159,223 $ 159,885 $ 168,027 $ 156,136 leased

Office 201,673 200,388 197,455 199,931 198,376

383,052 359,611 357,340 367,958 354,512

Resident fees 558,039 535,952 528,650 529,739 541,322 and services

Officebuilding and 5,841 5,381 4,950 4,522 3,868 other servicesrevenue

Income fromloans and 28,729 17,665 19,010 18,302 18,666 investments

Interest and 417 585 341 644 572 other income

Total revenues 976,078 919,194 910,291 921,165 918,940



Expenses

Interest 108,816 110,051 110,767 114,208 115,505

Depreciationand 313,596 250,700 314,148 261,966 249,366 amortization

Property-leveloperating expenses:

Senior living 453,659 424,813 417,829 393,309 422,653

Office 66,401 64,950 63,946 64,420 66,934

Triple-net 3,268 4,432 4,825 5,156 5,398 leased

523,328 494,195 486,600 462,885 494,985

Officebuilding 522 658 618 488 557 services costs

General,administrativeand 30,259 30,588 40,309 29,537 32,081 professionalfees

Loss (gain) onextinguishment 29,792 (74 ) 27,090 3,405 7,386 of debt, net

Merger-relatedexpenses and 22,662 721 4,617 3,683 11,325 deal costs

Allowance onloans (60 ) (59 ) (8,902 ) (10,416 ) 4,999 receivable andinvestments

Other 33,673 (13,490 ) (9,428 ) (16,043 ) 5,681

Total expenses 1,062,588 873,290 965,819 849,713 921,885



(Loss) incomebeforeunconsolidatedentities, realestate (86,510 ) 45,904 (55,528 ) 71,452 (2,945 )dispositions,income taxesandnoncontrollinginterests

Income (loss)from 2,772 4,767 (250 ) 17,705 865 unconsolidatedentities

Gain on realestate 150,292 41,258 2,533 22,117 12,622 dispositions

Income tax(expense) (3,780 ) (3,641 ) (2,153 ) 679 3,195 benefit

Income (loss)from 62,774 88,288 (55,398 ) 111,953 13,737 continuingoperations

Net income 62,774 88,288 (55,398 ) 111,953 13,737 (loss)

Net incomeattributableto 2,094 1,897 1,811 1,502 986 noncontrollinginterests

Net income(loss)attributable $ 60,680 $ 86,391 $ (57,209 ) $ 110,451 $ 12,751 to commonstockholders



Earnings per common share

Basic:

Income (loss)from $ 0.16 $ 0.24 $ (0.15 ) $ 0.30 $ 0.04 continuingoperations

Net income(loss)attributable 0.16 0.23 (0.15 ) 0.29 0.03 to commonstockholders

Diluted:^1

Income (loss)from $ 0.16 $ 0.23 $ (0.15 ) $ 0.30 $ 0.04 continuingoperations

Net income(loss)attributable 0.16 0.23 (0.15 ) 0.29 0.03 to commonstockholders



Weightedaverage sharesused in computingearnings percommon share

Basic 381,996 375,067 374,669 374,473 373,177

Diluted 385,523 378,408 377,922 377,696 376,295



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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands USD)

(unaudited)

For the Nine Months Ended September 30,

2021 2020

Cash flows from operating activities:

Net income $ 95,664 $ 329,232

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

Depreciation and amortization 878,444 847,797

Amortization of deferred revenue and lease (71,620 ) (25,343 )intangibles, net

Other non-cash amortization 14,686 15,211

Allowance on loans receivable and investments (9,021 ) 34,654

Stock-based compensation 26,165 17,322

Straight-lining of rental income (10,166 ) 107,134

Loss on extinguishment of debt, net 56,808 7,386

Gain on real estate dispositions (194,083 ) (240,101 )

Gain on real estate loan investments (2,006 ) (167 )

Income tax expense (benefit) 4,656 (99,702 )

(Income) loss from unconsolidated entities (7,279 ) 15,869

Distributions from unconsolidated entities 9,466 2,960

Other (830 ) 15,615

Changes in operating assets and liabilities:

Increase in other assets (49,051 ) (68,228 )

Decrease in accrued interest (22,414 ) (12,975 )

Increase in accounts payable and other liabilities 40,896 207,749

Net cash provided by operating activities 760,315 1,154,413

Cash flows from investing activities:

Net investment in real estate property (1,103,210 ) (77,625 )

Investment in loans receivable (384 ) (113,147 )

Proceeds from real estate disposals 497,303 682,604

Proceeds from loans receivable 302,700 106,966

Development project expenditures (204,649 ) (309,967 )

Capital expenditures (119,311 ) (94,407 )

Distributions from unconsolidated entities 17,847 -

Investment in unconsolidated entities (107,140 ) (7,832 )

Insurance proceeds for property damage claims 501 33

Net cash (used in) provided by investing activities (716,343 ) 186,625

Cash flows from financing activities:

Net change in borrowings under revolving credit (144,065 ) (74,144 )facilities

Net change in borrowings under commercial paper 369,943 (565,524 )program

Proceeds from debt 914,879 657,557

Repayment of debt (1,499,036 ) (127,528 )

Purchase of noncontrolling interests (11,485 ) -

Payment of deferred financing costs (23,608 ) (7,564 )

Issuance of common stock, net 617,438 36,395

Cash distribution to common stockholders (506,972 ) (760,363 )

Cash distribution to redeemable OP unitholders (5,400 ) (5,954 )

Cash issued for redemption of OP Units (96 ) (575 )

Contributions from noncontrolling interests 35 1,138

Distributions to noncontrolling interests (11,785 ) (9,666 )

Proceeds from stock option exercises 5,668 3,518

Other (5,128 ) (4,989 )

Net cash used in financing activities (299,612 ) (857,699 )

Net (decrease) increase in cash, cash equivalents (255,640 ) 483,339 and restricted cash

Effect of foreign currency translation 522 (951 )

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

Cash, cash equivalents and restricted cash at end $ 196,522 $ 628,490 of period









For the Nine Months Ended September 30,

2021 2020

Supplemental schedule of non-cash activities:

Assets acquired and liabilities assumed from acquisitions and other:

Real estate investments $ 1,317,617 $ 169,484

Other assets 16,132 1,224

Debt 484,073 55,368

Other liabilities 97,960 2,707

Deferred income tax liability - 337

Noncontrolling interests 468 20,259

Equity issued 751,248 -

Equity issued for redemption of OP Units 76 -

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands USD)

(unaudited)

For the Three Months Ended

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

2021 2021 2021 2020 2020

Cash flows fromoperating activities:

Net income $ 62,774 $ 88,288 $ (55,398 ) $ 111,953 $ 13,737 (loss)

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

Depreciationand 313,596 250,700 314,148 261,966 249,366 amortization

Amortization ofdeferredrevenue and (40,069 ) (16,785 ) (14,766 ) (15,513 ) (19,009 )leaseintangibles,net

Other non-cash 4,567 4,847 5,272 5,508 5,558 amortization

Allowance onloans (60 ) (59 ) (8,902 ) (10,416 ) 4,999 receivable andinvestments

Stock-based 4,700 5,393 16,072 4,165 5,765 compensation

Straight-liningof rental (2,999 ) (3,304 ) (3,863 ) (4,052 ) 15,635 income

Loss (gain) onextinguishment 29,792 (74 ) 27,090 3,405 7,386 of debt, net

Gain on realestate (150,292 ) (41,258 ) (2,533 ) (22,117 ) (12,622 )dispositions

Gain on realestate loan (1,932 ) - (74 ) - - investments

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

(Income) lossfrom (2,767 ) (4,762 ) 250 (17,701 ) (865 )unconsolidatedentities

Distributionsfrom 2,986 2,583 3,897 1,960 1,360 unconsolidatedentities

Other 34,011 (20,462 ) (14,379 ) (16,394 ) 2,859

Changes inoperating assets andliabilities:

(Increase)decrease in (23,433 ) (20,518 ) (5,100 ) (5 ) (55,765 )other assets

(Decrease)increase in (16,682 ) 14,502 (20,234 ) 13,251 (20,069 )accruedinterest

Increase(decrease) inaccounts 15,121 30,165 (4,390 ) (17,964 ) 240,642 payable andotherliabilities

Net cashprovided by 231,459 291,263 237,593 295,763 434,402 operatingactivities

Cash flows frominvesting activities:

Net investmentin real estate (1,103,000 ) - (210 ) (1,023 ) (156 )property

Investment inloans (101 ) (97 ) (186 ) (2,016 ) (45,857 )receivable

Proceeds fromreal estate 381,453 107,767 8,083 361,753 54,800 disposals

Proceeds fromloans 266,225 20,056 16,419 12,045 191 receivable

Developmentproject (73,755 ) (72,296 ) (58,598 ) (70,446 ) (129,569 )expenditures

Capital (45,189 ) (44,448 ) (29,674 ) (53,827 ) (40,888 )expenditures

Distributionsfrom 17,847 - - - - unconsolidatedentities

Investment inunconsolidated (38,829 ) (29,859 ) (38,452 ) (278,990 ) 33 entities

Insuranceproceeds(expense) for 111 384 6 174 (9 )property damageclaims

Net cash usedin investing (595,238 ) (18,493 ) (102,612 ) (32,330 ) (161,455 )activities

Cash flows fromfinancing activities:

Net change inborrowingsunder revolving (39,934 ) (109,275 ) 5,144 (14,724 ) (539,560 )creditfacilities

Net change inborrowingsunder 199,959 (44,994 ) 214,978 - - commercialpaper program

Proceeds from 646,593 237,129 31,157 75,741 17,024 debt

Repayment of (933,085 ) (120,901 ) (445,050 ) (352,011 ) (16,227 )debt

Purchase ofnoncontrolling (11,485 ) - - (8,239 ) - interests

Payment ofdeferred (5,832 ) (433 ) (17,343 ) (815 ) (15 )financing costs

Issuance ofcommon stock, 603,188 3,175 11,075 18,967 36,395 net

Cashdistribution to (169,134 ) (169,075 ) (168,763 ) (168,446 ) (168,078 )commonstockholders

Cashdistribution to (2,236 ) (1,322 ) (1,842 ) (1,329 ) (1,326 )redeemable OPunitholders

Cash issued forredemption of (34 ) (37 ) (25 ) - (5 )OP Units

Contributionsfrom 5 25 5 176 792 noncontrollinginterests

Distributionsto (3,197 ) (5,935 ) (2,653 ) (3,280 ) (3,373 )noncontrollinginterests

Proceeds fromstock option 847 2,715 2,106 11,585 - exercises

Other 806 (78 ) (5,856 ) 53 (98 )

Net cashprovided by(used in) 286,461 (209,006 ) (377,067 ) (442,322 ) (674,471 )financingactivities

Net (decrease)increase incash, cash (77,318 ) 63,764 (242,086 ) (178,889 ) (401,524 )equivalents andrestricted cash

Effect offoreign (928 ) 792 658 2,039 878 currencytranslation

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

Cash, cashequivalents andrestricted cash $ 196,522 $ 274,768 $ 210,212 $ 451,640 $ 628,490 at end ofperiod

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Dollars in thousands USD)

(unaudited)

For the Three Months Ended

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

2021 2021 2021 2020 2020

Supplemental schedule of non-cash activities:

Assets acquired andliabilities assumed from acquisitions andother:

Real estate investments $ 1,317,149 $ - $ 468 $ 1,000 $ 92,373

Other assets 16,132 - - - 610

Debt 484,073 - - - -

Other liabilities 97,960 - - - 610

Deferred income tax - - - - 337 liability

Noncontrolling - - 468 - - interests

Equity issued 751,248 - - - -

Equity issued for 76 - - - - redemption of OP Units

NON-GAAP FINANCIAL MEASURES RECONCILIATION

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

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

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

(unaudited)

Q3 YoY

2020 2021 Growth

Q3 Q4 Q1 Q2 Q3 '20-'21 YTD 3Q20 YTD 3Q21

Net income(loss)attributable to $ 12,751 $ 110,451 $ (57,209 ) $ 86,391 $ 60,680 376 % $ 328,698 $ 89,862 commonstockholders

Net income(loss)attributable to $ 0.03 $ 0.29 $ (0.15 ) $ 0.23 $ 0.16 433 % $ 0.87 $ 0.24 commonstockholdersper share^2

Adjustments:

Depreciationandamortization on 247,969 260,705 312,869 249,527 312,524 843,409 874,920 real estateassets

Depreciation onreal estateassets related (4,475 ) (4,381 ) (4,618 ) (4,678 ) (4,641 ) (12,386 ) (13,937 )tononcontrollinginterests

Depreciation onreal estateassets related 1,360 1,758 4,018 4,615 4,474 3,228 13,107 tounconsolidatedentities

Gain on realestate (12,622 ) (22,117 ) (2,533 ) (41,258 ) (150,292 ) (240,101 ) (194,083 )dispositions

(Loss) gain onreal estatedispositions - - - (7 ) 232 (9 ) 225 related tononcontrollinginterests

Subtotal: FFO 232,232 235,965 309,736 208,199 162,297 594,141 680,232 adjustments

Subtotal: FFOadjustments per $ 0.62 $ 0.62 $ 0.82 $ 0.55 $ 0.42 $ 1.58 $ 1.79 share

FFO (Nareit)attributable to $ 244,983 $ 346,416 $ 252,527 $ 294,590 $ 222,977 (9 %) $ 922,839 $ 770,094 commonstockholders

FFO (Nareit)attributable tocommon $ 0.65 $ 0.92 $ 0.67 $ 0.78 $ 0.58 (11 %) $ 2.45 $ 2.02 stockholdersper share



Adjustments:

Change in fairvalue of 1,157 (23,062 ) (21,008 ) (23,211 ) 25,451 1,134 (18,768 )financialinstruments

Non-cash incometax (benefit) (4,763 ) (7,961 ) 1,344 1,166 2,146 (90,153 ) 4,656 expense

Loss (gain) onextinguishment 7,386 3,405 27,090 (74 ) 34,654 7,386 61,670 of debt, net

Gain ontransactionsrelated to (244 ) (592 ) (21 ) (10 ) (8,808 ) (5 ) (8,839 )unconsolidatedentities

Merger-relatedexpenses, deal 12,793 6,519 5,360 1,769 25,531 28,171 32,660 costs andre-audit costs

Amortization ofother 118 118 116 116 (22,085 ) 354 (21,853 )intangibles

Other itemsrelated to 290 234 101 43 987 (848 ) 1,131 unconsolidatedentities

Non-cash impactof changes to (1,923 ) (2,087 ) 8,741 (2,298 ) (2,359 ) 1,635 4,084 equity plan

Naturaldisasterexpenses 125 (71 ) 5,127 3,128 1,552 1,318 9,807 (recoveries),net

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

Write-off ofstraight-linerental income, 18,408 87 - - - 70,776 - net ofnoncontrollinginterests

Allowance onloaninvestments andimpairment ofunconsolidated 4,635 (10,412 ) (8,900 ) (57 ) (58 ) 44,955 (9,015 )entities, netof

noncontrollinginterests

Subtotal:Normalized FFO 37,982 (33,822 ) 17,950 (19,428 ) 57,011 14,539 55,533 adjustments

Subtotal:Normalized FFO $ 0.10 $ (0.09 ) $ 0.05 $ (0.05 ) $ 0.15 $ 0.04 $ 0.15 adjustments pershare

Normalized FFOattributable to $ 282,965 $ 312,594 $ 270,477 $ 275,162 $ 279,988 (1 %) $ 937,378 $ 825,627 commonstockholders

Normalized FFOattributable tocommon $ 0.75 $ 0.83 $ 0.72 $ 0.73 $ 0.73 (3 %) $ 2.49 $ 2.17 stockholdersper share



Adjustments:

Deferredrevenue andlease (19,009 ) (15,513 ) (14,766 ) (14,779 ) (14,182 ) (25,344 ) (43,727 )intangibles,net

Other non-cashamortization,including fair 5,558 5,508 5,272 4,847 4,567 15,212 14,686 market value ofdebt

Stock-based 7,688 6,252 7,331 7,691 7,059 15,687 22,081 compensation

Straight-liningof rental (4,648 ) (4,052 ) (3,863 ) (3,304 ) (3,567 ) (16,962 ) (10,734 )income

FAD Capital (39,955 ) (52,645 ) (28,506 ) (42,651 ) (42,393 ) (91,029 ) (113,550 )Expenditures

Subtotal:Operating FAD (50,366 ) (60,450 ) (34,532 ) (48,196 ) (48,516 ) (102,436 ) (131,244 )adjustments

Operating FADattributable to $ 232,599 $ 252,144 $ 235,945 $ 226,966 $ 231,472 0 % $ 834,942 $ 694,383 commonstockholders ^3

Merger-relatedexpenses, deal (12,793 ) (6,519 ) (5,360 ) (1,769 ) (25,531 ) (28,171 ) (32,660 )costs andre-audit costs

Other itemsrelated to (290 ) (234 ) (101 ) (43 ) (987 ) 848 (1,131 )unconsolidatedentities

FADattributable to $ 219,516 $ 245,391 $ 230,484 $ 225,154 $ 204,954 (7 %) $ 807,619 $ 660,592 commonstockholders ^3

Weightedaverage diluted 376,295 377,696 377,922 378,408 385,523 376,112 380,643 shares



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

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

^3 Operating FAD and FAD exclude the impact of the Company's receipt ofunusually significant amounts of cash in connection with lease terminations andmodifications. Exclusions in the period presented are $34 million in cashreceived in April 2020 related to the Holiday lease termination and $162million in cash received in July 2020 related to the Brookdale leasemodification. For additional information related to these transactions, referto the Company's earnings release and Form 10-Q for the quarter ended September30, 2020.

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Net Income and FFO Attributable to Common Stockholders Q4 2021 Guidance^1,2

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

(unaudited)

Q4 2021 Guidance

Tentative / Preliminary and Subject to Change

Q4 2021 Q4 2021 - Per Share

Low High Low High



Net Income Attributable to Common $ 4 $ 20 $ 0.01 $ 0.05 Stockholders



Depreciation & Amortization 267 267 0.66 0.66 Adjustments

Gain on Real Estate Dispositions (24 ) (24 ) (0.06 ) (0.06 )

Other Adjustments ^3 - - 0.00 0.00



FFO (Nareit) Attributable to $ 247 $ 262 $ 0.61 $ 0.65 Common Stockholders



Merger-Related Expenses, Deal 20 23 0.05 0.06 Costs & Re-Audit Costs

Other Adjustments ^3 3 1 0.01 0.00



Normalized FFO Attributable to $ 270 $ 286 $ 0.67 $ 0.71 Common Stockholders

% Year-Over-Year Growth (19 %) (14 %)



Weighted Average Diluted Shares 403 403 (in 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.

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.

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



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



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

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 Debt to Adjusted Pro Forma EBITDA^1

(Dollars in thousands USD)

(unaudited)

For the Three Months Ended September 30, 2021



Net income attributable to common stockholders $ 60,680

Adjustments:

Interest 108,816

Loss on extinguishment of debt, net 29,792

Taxes (including tax amounts in general, administrative 5,151 and professional fees)

Depreciation and amortization 313,596

Non-cash stock-based compensation expense 4,700

Merger-related expenses, deal costs and re-audit costs 22,662

Net income attributable to noncontrolling interests,adjusted for partners' share of consolidated entity (6,578 )EBITDA

Loss from unconsolidated entities, adjusted for Ventas 14,002 share of EBITDA from unconsolidated entities

Gain on real estate dispositions (150,292 )

Unrealized foreign currency loss 33

Change in fair value of financial instruments 25,448

Natural disaster expenses, net 1,566

Allowance on loan investments, net of noncontrolling (58 )interests

Adjusted EBITDA $ 429,518

Adjustments for New Senior acquisition^2 24,698

Adjustments for current period activity (41,268 )

Adjusted Pro Forma EBITDA $ 412,948



Adjusted Pro Forma EBITDA annualized $ 1,651,792





Total debt $ 12,078,835

Cash (143,770 )

Restricted cash pertaining to debt (23,515 )

Partners' share of consolidated debt (277,325 )

Ventas share of non-consolidated debt 292,516

Net debt $ 11,926,741



Net debt to Adjusted Pro Forma EBITDA 7.2 x



^1 Totals may not add due to rounding.



^2 On September 21, 2021, Ventas acquired New Senior Investment Group. NewSenior's financial results following the acquisition are included in AdjustedEBITDA for the three months ended September 30, 2021. New Senior's financialresults prior to the acquisition, as adjusted to reflect anticipated G&Asynergies that are directly attributable to the acquisition, are included inAdjusted Pro Forma EBITDA for the three months ended September 30, 2021. NewSenior's financial results prior to the acquisition were derived from NewSenior's accounting records. Anticipated G&A synergies reflected in AdjustedPro Forma EBITDA are based on preliminary estimates and assumptions, which aresubject to change. For additional information related to the acquisition ofNew Senior, please refer to Ventas's earnings release and Form 10-Q for thequarter ended September 30, 2021.

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 September 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 September 30, 2021 and 2020

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended September 30, 2021

Net incomeattributable to $ 60,680 commonstockholders

Adjustments:

Interest and (417 )other income

Interest expense 108,816

Depreciation and 313,596 amortization

General,administrative 30,259 and professionalfees

Loss onextinguishment 29,792 of debt, net

Merger-relatedexpenses and 22,662 deal costs

Allowance onloans receivable (60 )and investments

Other 33,673

Income fromunconsolidated (2,772 )entities

Gain on realestate (150,292 )dispositions

Income tax 3,780 expense

Net incomeattributable to 2,094 noncontrollinginterests

Reported segment $ 178,111 $ 104,380 $ 137,622 $ 31,698 $ 451,811 NOI

Adjustments:

Straight-lining (1,854 ) - (1,713 ) - (3,567 )of rental income

Non-cash rental (11,713 ) - (5,491 ) - (17,204 )income

Non-cash impactof lease (22,309 ) - - - (22,309 )termination

NOI not included (2,065 ) (216 ) (5,927 ) - (8,208 )in cash NOI^1

Non-segment NOI - - - (31,698 ) (31,698 )

Cash NOI 140,170 104,164 124,491 - 368,825

Adjustments:

Cash NOI notincluded in (5,431 ) (1,750 ) (1,754 ) - (8,935 )same-store

Same-store cashNOI (constant $ 134,739 $ 102,414 $ 122,737 $ - $ 359,890 currency)

Percentage(decrease)increase - (54.7 %) (12.7 %) 4.2 % (32.4 %)constantcurrency

AdjustedSame-store cash $ 134,739 $ 102,414 $ 122,737 $ - $ 359,890 NOI - constantcurrency

Adjustedpercentage(decrease) (0.8 %) (12.7 %) 4.2 % (3.0 %)increase -constantcurrency

For the Three Months Ended September 30, 2020

Net income attributable to common stockholders

$

12,751

Adjustments:

Interest and other income

(572

)

Interest expense

115,505

Depreciation and amortization

249,366

General, administrative and professional fees

32,081

Loss on extinguishment of debt, net

7,386

Merger-related expenses and deal costs

11,325

Allowance on loans receivable and investments

4,999

Other

5,681

Income from unconsolidated entities

(865

)

Gain on real estate dispositions

(12,622

)

Income tax benefit

(3,195

)

Net income attributable to noncontrolling interests

986

Reported segment NOI

$

150,738

$

118,669

$

133,325

$

20,094

$

422,826

Adjustments:

Straight-lining of rental income

(2,072

)

-

(2,576

)

-

(4,648

)

Non-cash rental income

(12,687

)

-

(5,936

)

-

(18,623

)

Cash impact of Brookdale lease modification

161,533

-

-

-

161,533

Write-off of straight-line rental income

14,312

-

5,970

-

20,282

NOI not included in cash NOI1

(10,934

)

(929

)

(10,890

)

-

(22,753

)

Non-segment NOI

-

-

-

(20,094

)

(20,094

)

NOI impact from change in FX

419

2,260

-

-

2,679

Cash NOI

$

301,309

$

120,000

$

119,893

$

-

$

541,202

Adjustments:

Cash NOI not included in same-store

(3,904

)

(2,740

)

(2,079

)

-

(8,723

)

NOI impact from change in FX not in same-store

-

2

-

-

2

Same-store cash NOI (constant currency)

$

297,405

$

117,262

$

117,814

$

-

$

532,481

Adjusted Same-store cash NOI:

Less cash impact of Brookdale lease modification

(161,533

)

-

-

-

(161,533

)

Adjusted Same-store cash NOI - constant currency

$

135,872

$

117,262

$

117,814

$

-

$

370,948

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

For the Three Months Ended September 30, 2020

Net incomeattributable to $ 12,751 common stockholders

Adjustments:

Interest and other (572 )income

Interest expense 115,505

Depreciation and 249,366 amortization

General,administrative and 32,081 professional fees

Loss onextinguishment of 7,386 debt, net

Merger-relatedexpenses and deal 11,325 costs

Allowance on loansreceivable and 4,999 investments

Other 5,681

Income fromunconsolidated (865 )entities

Gain on real estate (12,622 )dispositions

Income tax benefit (3,195 )

Net incomeattributable to 986 noncontrollinginterests

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

Adjustments:

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

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

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

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

NOI not included in (10,934 ) (929 ) (10,890 ) - (22,753 )cash NOI^1

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

NOI impact from 419 2,260 - - 2,679 change in FX

Cash NOI $ 301,309 $ 120,000 $ 119,893 $ - $ 541,202

Adjustments:

Cash NOI notincluded in (3,904 ) (2,740 ) (2,079 ) - (8,723 )same-store

NOI impact fromchange in FX not in - 2 - - 2 same-store

Same-store cash NOI $ 297,405 $ 117,262 $ 117,814 $ - $ 532,481 (constant currency)

Adjusted Same-store cash NOI:

Less cash impact ofBrookdale lease (161,533 ) - - - (161,533 )modification

Adjusted Same-storecash NOI - constant $ 135,872 $ 117,262 $ 117,814 $ - $ 370,948 currency

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

For the Three Months Ended September 30, 2021 and June 30, 2021

Senior Triple-Net Housing Office Non-Segment Total Operating

For the Three Months Ended September 30, 2021

Net incomeattributable to $ 60,680 commonstockholders

Adjustments:

Interest and (417 )other income

Interest expense 108,816

Depreciation and 313,596 amortization

General,administrative 30,259 and professionalfees

Loss onextinguishment 29,792 of debt, net

Merger-relatedexpenses and 22,662 deal costs

Allowance onloans receivable (60 )and investments

Other 33,673

Income fromunconsolidated (2,772 )entities

Gain on realestate (150,292 )dispositions

Income tax 3,780 expense

Net incomeattributable to 2,094 noncontrollinginterests

Reported segment $ 178,111 $ 104,380 $ 137,622 $ 31,698 $ 451,811 NOI

Adjustments:

Straight-lining (1,854 ) - (1,713 ) - (3,567 )of rental income

Non-cash rental (11,713 ) - (5,491 ) - (17,204 )income

Non-cash impactof lease (22,309 ) - - - (22,309 )termination

NOI not included (2,065 ) (216 ) (5,927 ) - (8,208 )in cash NOI^1

Non-segment NOI - - - (31,698 ) (31,698 )

Cash NOI 140,170 104,164 124,491 - 368,825

Adjustments:

Cash NOI notincluded in (4,381 ) 2,508 (1,754 ) - (3,627 )same-store

Same-store cashNOI (constant $ 135,789 $ 106,672 $ 122,737 $ - $ 365,198 currency)

Percentageincrease(decrease) - 0.5 % (3.4 %) (7.7 %) (3.5 %)constantcurrency



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 (2,296 ) (1,312 ) (8,692 ) - (12,300 )in cash NOI^1

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

NOI impact from (93 ) (1,103 ) - - (1,196 )change in FX

Cash NOI $ 138,689 $ 108,724 $ 134,691 $ - $ 382,104

Adjustments:

Cash NOI notincluded in (3,554 ) 1,640 (1,692 ) - (3,606 )same-store

NOI impact fromchange in FX not - 26 - - 26 in same-store

Same-store cashNOI (constant $ 135,135 $ 110,390 $ 132,999 $ - $ 378,524 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/20211105005432/en/

CONTACT: Sarah Whitford (877) 4-VENTAS