Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

Ventas, Inc.

Index to Consolidated Financial Statements and Financial Statement Schedules


Management Report on Internal Control over Financial Reporting			70
Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)			71
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting			73
Consolidated Balance Sheets as of December 31, 2021 and 2020			74
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019			75
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019			76
Consolidated Statements of Equity for the Years Ended December 31, 2021, 2020 and 2019			77
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019			78
Notes to Consolidated Financial Statements			80
Consolidated Financial Statement Schedules
Schedule III — Real Estate and Accumulated Depreciation			119
Schedule IV — Mortgage Loans on Real Estate			122

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ventas, Inc.:

Opinion on the Consolidated Financial Statements

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 18, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matters

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

New Senior Acquisition

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

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

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

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

Impairment of real estate investments in the senior living operations segment

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

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

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

/s/ KPMG LLP

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

Chicago, Illinois

February 18, 2022

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Ventas, Inc.:

Opinion on Internal Control Over Financial Reporting

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 18, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

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

Definition and Limitations of Internal Control Over Financial Reporting

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

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

/s/ KPMG LLP

Chicago, Illinois

February 18, 2022

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)


	As of December 31,
	2021		2020
Assets
Real estate investments:
Land and improvements	$	2,432,065	$	2,261,415
Buildings and improvements	25,778,490		24,323,279
Construction in progress	269,315		265,748
Acquired lease intangibles	1,369,747		1,230,886
Operating lease assets	317,858		346,372
	30,167,475		28,427,700
Accumulated depreciation and amortization	(8,350,637)		(7,877,665)
Net real estate property	21,816,838		20,550,035
Secured loans receivable and investments, net	530,126		605,567
Investments in unconsolidated real estate entities	523,465		443,688
Net real estate investments	22,870,429		21,599,290
Cash and cash equivalents	149,725		413,327
Escrow deposits and restricted cash	46,872		38,313
Goodwill	1,046,140		1,051,650
Assets held for sale	28,399		9,608
Deferred income tax assets, net	11,152		9,987
Other assets	565,069		807,229
Total assets	$	24,717,786	$	23,929,404
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	12,027,544	$	11,895,412
Accrued interest	106,602		111,444
Operating lease liabilities	197,234		209,917
Accounts payable and other liabilities	1,090,254		1,133,066
Liabilities related to assets held for sale	10,850		3,246
Deferred income tax liabilities	59,259		62,638
Total liabilities	13,491,743		13,415,723
Redeemable OP unitholder and noncontrolling interests	280,283		235,490
Commitments and contingencies
Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued	—		—
Common stock, $0.25 par value; 600,000 shares authorized, 399,420 and 374,609 shares issued at December 31, 2021 and 2020, respectively	99,838		93,635
Capital in excess of par value	15,498,956		14,171,262
Accumulated other comprehensive loss	(64,520)		(54,354)
Retained earnings (deficit)	(4,679,889)		(4,030,376)
Treasury stock, 0 shares at both December 31, 2021 and 2020	—		—
Total Ventas stockholders’ equity	10,854,385		10,180,167
Noncontrolling interests	91,375		98,024
Total equity	10,945,760		10,278,191
Total liabilities and equity	$	24,717,786	$	23,929,404

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)


	For the Years Ended December 31,
	2021		2020		2019
Revenues
Rental income:
Triple-net leased	$	653,823	$	695,265	$	780,898
Office	794,297		799,627		828,978
	1,448,120		1,494,892		1,609,876
Resident fees and services	2,270,001		2,197,160		2,151,533
Office building and other services revenue	20,096		15,191		11,156
Income from loans and investments	74,981		80,505		89,201
Interest and other income	14,809		7,609		10,984
Total revenues	3,828,007		3,795,357		3,872,750
Expenses
Interest	440,089		469,541		451,662
Depreciation and amortization	1,197,403		1,109,763		1,045,620
Property-level operating expenses:
Senior living	1,811,728		1,658,671		1,521,398
Office	257,001		256,612		260,249
Triple-net leased	15,335		22,160		26,561
	2,084,064		1,937,443		1,808,208
Office building and other services costs	4,433		2,315		2,319
General, administrative and professional fees	129,758		130,158		158,726
Loss on extinguishment of debt, net	59,299		10,791		41,900
Transaction expenses and deal costs	47,318		29,812		15,235
Allowance on loans receivable and investments	(9,082)		24,238		—
Other	37,110		707		(10,339)
Total expenses	3,990,392		3,714,768		3,513,331
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(162,385)		80,589		359,419
Income (loss) from unconsolidated entities	4,983		1,844		(2,454)
Gain on real estate dispositions	218,788		262,218		26,022
Income tax (expense) benefit	(4,827)		96,534		56,310
Income from continuing operations	56,559		441,185		439,297

Net income	56,559		441,185		439,297
Net income attributable to noncontrolling interests	7,551		2,036		6,281
Net income attributable to common stockholders	$	49,008	$	439,149	$	433,016
Earnings per common share
Basic:
Income from continuing operations	$	0.15	$	1.18	$	1.20
Net income attributable to common stockholders	0.13		1.18		1.18
Diluted:
Income from continuing operations	$	0.15	$	1.17	$	1.19
Net income attributable to common stockholders	0.13		1.17		1.17

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)


	For the Years Ended December 31,
	2021		2020		2019
Net income	$	56,559	$	441,185	$	439,297
Other comprehensive loss:
Foreign currency translation	(3,357)		3,254		5,729
Unrealized (loss) gain on available for sale securities	(23,875)		(3,549)		11,634
Derivative instruments	19,934		(17,918)		(30,814)
Total other comprehensive loss	(7,298)		(18,213)		(13,451)
Comprehensive income	49,261		422,972		425,846
Comprehensive income attributable to noncontrolling interests	10,418		3,613		7,649
Comprehensive income attributable to common stockholders	$	38,843	$	419,359	$	418,197

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Years Ended December 31, 2021, 2020 and 2019

(In thousands, except per share amounts)


	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Non- controlling Interests		Total Equity
Balance at January 1, 2019	$	89,125	$	13,076,528	$	(19,582)	$	(2,930,214)	$	—	$	10,215,857	$	55,737	$	10,271,594
Net income	—		—		—		433,016		—		433,016		6,281		439,297
Other comprehensive (loss) income	—		—		(14,819)		—		—		(14,819)		1,368		(13,451)
Net change in noncontrolling interests	—		(12,332)		—		—		—		(12,332)		36,174		23,842
Dividends to common stockholders—$3.17 per share	—		—		—		(1,172,653)		—		(1,172,653)		—		(1,172,653)
Issuance of common stock	3,829		938,509		—		—		—		942,338		—		942,338
Issuance of common stock for stock plans, restricted stock grants and other	230		61,875		—		—		(132)		61,973		—		61,973

Adjust redeemable OP unitholder interests to current fair value	—		(7,388)		—		—		—		(7,388)		—		(7,388)
Redemption of OP Units	1		(739)		—		—		—		(738)		—		(738)

Cumulative effect of change in accounting principles	—		—		(163)		801		—		638		—		638
Balance at December 31, 2019	93,185		14,056,453		(34,564)		(3,669,050)		(132)		10,445,892		99,560		10,545,452
Net income	—		—		—		439,149		—		439,149		2,036		441,185
Other comprehensive (loss) income	—		—		(19,790)		—		—		(19,790)		1,577		(18,213)
Net change in noncontrolling interests	—		8,227		—		—		—		8,227		(5,149)		3,078
Dividends to common stockholders—$2.1425 per share	—		—		—		(800,475)		—		(800,475)		—		(800,475)
Issuance of common stock	371		65,640		—		—		—		66,011		—		66,011
Issuance of common stock for stock plans, restricted stock grants and other	79		22,568		—		—		132		22,779		—		22,779
Adjust redeemable OP unitholder interests to current fair value	—		18,638		—		—		—		18,638		—		18,638
Redemption of OP Units	—		(264)		—		—		—		(264)		—		(264)


Balance at December 31, 2020	93,635		14,171,262		(54,354)		(4,030,376)		—		10,180,167		98,024		10,278,191
Net income	—		—		—		49,008		—		49,008		7,551		56,559
Other comprehensive (loss) income	—		—		(10,166)		—		—		(10,166)		2,868		(7,298)
Acquisition-related activity	3,332		747,916								751,248		—		751,248
Net change in noncontrolling interests	—		(58,925)		—		—		—		(58,925)		(17,068)		(75,993)
Dividends to common stockholders—$1.80 per share	—		—		—		(698,521)		—		(698,521)		—		(698,521)
Issuance of common stock	—		—		—		—		—		—		—		—
Issuance of common stock for stock plans, restricted stock grants and other	2,871		649,941		—		—		(76)		652,736		—		652,736

Adjust redeemable OP unitholder interests to current fair value	—		(11,178)		—		—		—		(11,178)		—		(11,178)
Redemption of OP Units	—		(60)		—		—		76		16		—		16
Balance at December 31, 2021	$	99,838	$	15,498,956	$	(64,520)	$	(4,679,889)	$	—	$	10,854,385	$	91,375	$	10,945,760

See accompanying notes.

V****ENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)


	For the Years Ended December 31,
	2021		2020		2019
Cash flows from operating activities:
Net income	$	56,559	$	441,185	$	439,297
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,197,403		1,109,763		1,045,620
Amortization of deferred revenue and lease intangibles, net	(88,795)		(40,856)		(7,967)
Other non-cash amortization	17,709		20,719		22,985
Allowance on loans receivable and investments	(9,082)		24,238		—
Stock-based compensation	31,966		21,487		33,923
Straight-lining of rental income	(14,468)		103,082		(30,073)
Loss on extinguishment of debt, net	59,299		10,791		41,900
Gain on real estate dispositions	(218,788)		(262,218)		(26,022)
Gain on real estate loan investments	(1,448)		(167)		—

Income tax benefit	(1,224)		(101,985)		(58,918)
(Income) loss from unconsolidated entities	(4,973)		(1,832)		2,464

Distributions from unconsolidated entities	19,326		4,920		1,600

Other	26,404		(779)		13,264
Changes in operating assets and liabilities:
Increase in other assets	(54,571)		(68,233)		(76,693)
(Decrease) increase in accrued interest	(5,922)		276		9,737
Increase in accounts payable and other liabilities	16,721		189,785		26,666
Net cash provided by operating activities	1,026,116		1,450,176		1,437,783
Cash flows from investing activities:
Net investment in real estate property	(1,369,052)		(78,648)		(958,125)
Investment in loans receivable	(489)		(115,163)		(1,258,187)
Proceeds from real estate disposals	840,438		1,044,357		147,855
Proceeds from loans receivable	348,091		119,011		1,017,309



Development project expenditures	(247,694)		(380,413)		(403,923)
Capital expenditures	(185,275)		(148,234)		(156,724)
Distributions from unconsolidated entities	17,847		—		172
Investment in unconsolidated entities	(129,291)		(286,822)		(3,855)
Insurance proceeds for property damage claims	1,285		207		30,179
Net cash (used in) provided by investing activities	(724,140)		154,295		(1,585,299)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(125,399)		(88,868)		(569,891)
Net change in borrowings under commercial paper program	279,929		(565,524)		565,524
Proceeds from debt	1,534,298		733,298		3,013,191
Repayments of debt	(2,109,617)		(479,539)		(2,623,916)
Purchase of noncontrolling interests	(24,224)		(8,239)		—
Payment of deferred financing costs	(27,166)		(8,379)		(21,403)
Issuance of common stock, net	617,438		55,362		942,085
Cash distribution to common stockholders	(686,888)		(928,809)		(1,157,720)
Cash distribution to redeemable OP unitholders	(6,761)		(7,283)		(9,218)
Cash issued for redemption of OP Units	(96)		(575)		(2,203)
Contributions from noncontrolling interests	1,731		1,314		6,282
Distributions to noncontrolling interests	(13,577)		(12,946)		(9,717)
Proceeds from stock option exercises	8,169		15,103		36,179
Other	(6,303)		(4,936)		(8,519)
Net cash (used in) provided by financing activities	(558,466)		(1,300,021)		160,674
Net (decrease) increase in cash, cash equivalents and restricted cash	(256,490)		304,450		13,158
Effect of foreign currency translation	1,447		1,088		1,480
Cash, cash equivalents and restricted cash at beginning of year	451,640		146,102		131,464
Cash, cash equivalents and restricted cash at end of year	$	196,597	$	451,640	$	146,102

V****ENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Dollars in thousands)


	For the Years Ended December 31,
	2021		2020		2019
Supplemental disclosure of cash flow information:
Interest paid including payments and receipts for derivative instruments	$	402,025	$	429,636	$	410,854
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	1,319,988	$	170,484	$	1,057,138
Other assets	16,913		1,224		11,140
Debt	482,482		55,368		907,746
Other liabilities	102,256		2,707		47,121
Deferred income tax liability	446		337		95
Noncontrolling interests	468		20,259		113,316
Equity issued	751,248		—		—
Equity issued for redemption of OP Units	76		—		127

See accompanying notes.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to as “healthcare real estate”, located throughout the United States, Canada, and the United Kingdom. As of December 31, 2021, we owned or had investments in approximately 1,200 properties (including properties classified as held for sale). Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations. See “Note 2 – Accounting Policies” and “Note 18 – Segment Information.” Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment or operated by independent third-party managers, in which case they are included in our senior living operations reportable business segment.

As of December 31, 2021, we leased a total of 332 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) leased from us 121 properties, 12 properties and 31 properties, respectively, as of December 31, 2021.

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

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

COVID-19 Update

During fiscal 2020 and continuing into fiscal 2021, our business has been and is expected to continue to be impacted by both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences.

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

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

During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. Subsequent to December 31, 2021, we received $34.0 million in grants in connection with our Phase 4 applications, which we expect to recognize in 2022. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19.

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Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund.

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

We have not identified the COVID-19 pandemic, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of December 31, 2021 and 2020, we considered the effect of the pandemic on certain of our assets (described below) and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. As a result, we recognized no COVID-19 related charges during 2021 but recognized the following charges for the year ended December 31, 2020:

Adjustment to rental income: As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized adjustments to rental income of $74.6 million for the year ended December 31, 2020. Rental payments from these tenants will be recognized in rental income when received.
Impairment of real estate assets: During 2020, we compared our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets to the assets’ respective carrying values. During 2020, we recognized $126.5 million of impairments representing the difference between the assets’ carrying value and the then-estimated fair value of $239.9 million. The impaired assets, primarily senior housing communities, represent approximately 1% of our consolidated net real estate property as of December 31, 2020. Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our senior living operations reportable business segment.
Loss on financial instruments and impairment of unconsolidated entities: As of December 31, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivable and government-sponsored pooled loan investments. As a result, we recognized credit loss charges of $34.7 million for the year ended December 31, 2020 within allowance on loans receivable and investments in our Consolidated Statements of Income. During the fourth quarter of 2020, we received $10.5 million as a principal payment on previously reserved loans. In addition, during 2020 we recognized an impairment of $10.7 million in an equity investment in an unconsolidated entity also recorded within allowance on loans receivable and investments in our Consolidated Statements of Income.
Deferred tax asset valuation allowance: During 2020, we concluded that it was not more likely than not that deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2032) would be realized based on our cumulative loss in recent years for certain of our taxable REIT subsidiaries. As a result, we recorded a valuation allowance of $56.4 million against these deferred tax assets on our Consolidated Balance Sheets with a corresponding charge to income tax benefit (expense) in our Consolidated Statements of Income. We maintained our conclusions regarding the realizability of deferred tax assets as of December 31, 2020.

NOTE 2 – ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been

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eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

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

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

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

We consolidate several VIEs that share the following common characteristics:

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

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

In general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets (dollars in thousands):


	December 31, 2021				December 31, 2020
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	749,834	$	251,352	$	649,128	$	238,168
Other identified VIEs	3,949,294		1,556,136		4,095,102		1,653,036
Tax credit VIEs	458,953		103,992		614,490		204,746

Investments in Unconsolidated Entities

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We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee’s earnings or losses, which is included in income (loss) from unconsolidated entities in our Consolidated Statements of Income.

We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.

We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive in the event of an actual liquidation.

Redeemable OP Unitholder and Noncontrolling Interests

We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate NHP/PMB as a VIE. As of December 31, 2021, third-party investors owned 3.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 34% of the total units then outstanding, and we owned 7.5 million Class B limited partnership units in NHP/PMB, representing the remaining 66%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.

In September, NHP/PMB completed the buy-out of PMB’s interest in the newly developed Sutter Van Ness Medical Office Building. In connection with that transaction, NHP/PMB issued 0.6 million OP Units to third party investors.

The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value. As of December 31, 2021 and 2020, the fair value of the OP Units was $182.1 million and $146.0 million, respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units.

Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 2021 and 2020. We record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interests’ share of net income or loss and distributions) or the redemption value, which is primarily based on the fair value of the underlying real estate asset. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through capital in excess of par value on our Consolidated Balance Sheets.

Noncontrolling Interests

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Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests’ share of comprehensive income in our Consolidated Statements of Comprehensive Income.

Accounting for Historic and New Markets Tax Credits

For certain of our life science, research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”), new markets tax credits (“NMTCs”) or both. As of December 31, 2021, we owned six properties that had syndicated HTCs or NMTCs, or both, to TCIs.

In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities.

HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods.

The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above.

Accounting Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounting for Real Estate Acquisitions

When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.

We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal

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analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.

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

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

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

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

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

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

Impairment of Long-Lived and Intangible Assets

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

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

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

We test goodwill for impairment at least annually, and more frequently if indicators of impairment arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with estimating the fair value of the reporting unit. A goodwill impairment, if any, will be recognized in the period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

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

Assets Held for Sale and Discontinued Operations

We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated.

If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that would have been recognized had the asset been continuously classified as net real estate investments.

We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business is classified as held for sale on the acquisition date. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest.

Loans Receivable

We record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.

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Escrow Deposits and Restricted Cash

Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes.

Deferred Financing Costs

We amortize deferred financing costs, which are reported as a reduction to senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $19.7 million, $23.0 million and $20.2 million were included in interest expense for the years ended December 31, 2021, 2020 and 2019, respectively.

Available for Sale Securities

We classify available for sale securities as a component of other assets on our Consolidated Balance Sheets (other than our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (in allowance on loans receivable and investments) in our Consolidated Statements of Income. We report interest income, including discount or premium amortization, on available for sale securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income.

Derivative Instruments

We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expense in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument.

We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these derivative instruments are recorded on our Consolidated Balance Sheets at fair value, and changes in the fair value of these instruments are recognized in current earnings (in other expense) in our Consolidated Statements of Income.

Fair Values of Financial Instruments

Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active

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markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest-level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

We use the following methods and assumptions in estimating the fair value of our financial instruments whose fair value is determined on a recurring basis.

Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

*•*Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs. We discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.
Available for sale securities - We estimate the fair value of marketable debt securities using level two inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs. We consider credit spreads, underlying asset performance and credit quality, and default rates.
Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs.

*◦*Interest rate caps - We observe forward yield curves and other relevant information.

*◦*Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.

*◦*Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.

Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.

*•*Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using level three inputs, similar to those used in determining fair value of loans receivable (above).

*•*Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs. We base fair value on the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.

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Revenue Recognition

Triple-Net Leased Properties and Office Operations

Certain of our triple-net leases and most of our MOB and life science, research and innovation centers (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At December 31, 2021 and 2020, this cumulative excess totaled $176.9 million and $169.7 million, respectively (excluding properties classified as held for sale).

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

We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents under the lease, we record a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions.

Senior Living Operations

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

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise, interest income is recognized on a cash basis.

We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We establish reserves for any estimated credit losses with a corresponding charge to allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income.

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability, calculated as the present value of future minimum lease payments, on our Consolidated Balance Sheets. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in our Consolidated Statements of Income.

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Stock-Based Compensation

We recognize share-based payments to employees and directors, including grants of stock options and restricted stock, included in general, administrative and professional fees in our Consolidated Statements of Income generally on a straight-line basis over the requisite service period based on the grant date fair value of the award.

Gain on Real Estate Dispositions

We recognize a gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration.

Federal Income Tax

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

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

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

Foreign Currency

Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record the resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in other expense in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of our foreign consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets.

Segment Reporting

As of December 31, 2021, 2020 and 2019, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. See “Note 18 – Segment Information.”

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Recently Issued Accounting Standards

In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance, (“ASU 2022-10”) which requires expanded disclosure for transactions involving the receipt of government assistance. Required disclosures include a description of the nature of transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements. ASU 2021-10 is effective for us beginning January 1, 2022 and adoption of this standard is not expected to have a significant impact on our Consolidated Financial Statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 3 – CONCENTRATION OF CREDIT RISK

As of December 31, 2021, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 19.8%, 10.0%, 7.8%, 4.7% and 1.0%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of December 31, 2021). Because Atria and Sunrise manage our properties in exchange for a management fee from us, we are not directly exposed to their credit risk in the same manner or to the same extent as triple-net tenants like Brookdale Senior Living, Ardent and Kindred.

Based on gross book value, approximately 13.0% and 54.4% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and senior living operations reportable business segments, respectively (excluding properties classified as held for sale as of December 31, 2021). MOBs, life science, research and innovation centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 32.6%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2021, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building and other services costs) for each of the years ended December 31, 2021, 2020 and 2019.

Triple-Net Leased Properties

The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented:


	For the Years Ended December 31,
	2021		2020		2019
Revenues (1):
Brookdale Senior Living (2)	3.9	%	4.4	%	4.7	%
Ardent	3.3		3.2		3.1
Kindred	3.8		3.5		3.3
NOI:
Brookdale Senior Living (2)	8.6	%	9.0	%	8.7	%
Ardent	7.4		6.6		5.8
Kindred	7.8		7.1		6.3

(1)Total revenues include office building and other services revenue, income from loans and investments and interest and other income.

(2)2021 and 2020 results include $42.6 million and $21.3 million, respectively, of amortization of up-front consideration received in 2020 from the Brookdale Lease.

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to

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comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty.

The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the years ended December 31, 2021, 2020 and 2019. Refer to Item 1A. Risk Factors.

Eclipse Senior Living and Operator Transitions

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

Kindred and Related Transactions

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

Brookdale Transactions

In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living. The Agreements modify our current arrangements with Brookdale Senior Living as follows:

We received up-front consideration of $235 million, which is being amortized over the remaining lease term and consisted of: (a) $162 million in cash including $47 million from the transfer to Ventas of deposits under the Brookdale Lease; (b) a $45 million note; (c) $28 million in warrants exercisable for 16.3 million shares of Brookdale Senior Living common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share. In October 2021, we received full repayment of the note from Brookdale.

Base cash rent under the Brookdale Lease is set at $100 million per annum starting in July 2020, with three percent annual escalators commencing on January 1, 2022. The Brookdale Lease is guaranteed by Brookdale Senior Living.

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

Also in July 2020, Brookdale Senior Living transferred fee ownership of five senior living communities to us, in full satisfaction and repayment of a $78 million loan to Brookdale Senior Living from us that was secured by the five communities. Brookdale Senior Living manages those communities for us under a terminable management agreement.

Holiday Transaction

In April 2020, we completed a transaction with affiliates of Holiday Retirement (collectively, “Holiday”), including (a) entry into a new, terminable management agreement with Holiday Management Company for our 26 independent living assets previously subject to a triple-net lease (the “Holiday Lease”) with Holiday; (b) termination of the Holiday Lease; and (c) our receipt from Holiday of $33.8 million in cash from the transfer to us of deposits under the Holiday Lease and $66.0 million in principal amount of secured notes. As a result of the Holiday Lease termination, we recognized $50.2 million within triple-net leased rental income, composed of $99.8 million of cash and notes received less $49.6 million from the write-off of accumulated straight-line receivable.

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Future Contractual Rents

The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our consolidated triple-net and office building leases as of December 31, 2021 (excluding properties classified as held for sale as of December 31, 2021, dollars in thousands):


	Brookdale Senior Living		Ardent		Kindred		Other		Total
2022	$	147,951	$	130,834	$	135,262	$	700,544	$	1,114,591
2023	147,693		130,834		114,356		648,401		1,041,284
2024	147,709		130,834		104,083		597,681		980,307
2025	147,725		130,834		36,015		514,305		828,879
2026	—		130,370		1,921		439,705		571,996
Thereafter	—		1,122,180		2,444		1,592,355		2,716,979
Total	$	591,078	$	1,775,886	$	394,081	$	4,492,991	$	7,254,036

Senior Living Operations

As of December 31, 2021, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 256 of our 545 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

On July 30, 2021, Atria, which at the time managed a pool of 165 communities for Ventas, acquired the management services division of Holiday Retirement, which at the time managed a pool of 26 communities for Ventas. Following such transaction, Atria and Holiday each continued to manage their respective pools of communities under their own distinct management contracts with Ventas. On September 21, 2021, Ventas consummated the acquisition of New Senior Investment Group, Inc., whose portfolio included 21 Atria-managed communities and 65 Holiday-managed communities. As of December 31, 2021, Atria managed a pool of 162 communities and Holiday managed a pool of 91 communities for Ventas under their own distinct management contracts. Ventas has the ongoing right to terminate the management contract for 91 of the Holiday-managed communities with short term notice. As disclosed and presented herein, (a) references to communities managed by Atria means all communities subject to our management contracts with Atria, including the Atria-managed New Senior communities, but excluding the Holiday-managed communities; and (b) references to communities managed by Holiday means all communities subject to our management contracts with Holiday, including the Holiday-managed New Senior communities, but excluding the Atria-managed communities.

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.

NOTE 4 – ACQUISITIONS OF REAL ESTATE PROPERTY

The following summarizes our acquisition activities during 2021, 2020 and 2019. We acquire and invest in senior housing, medical office buildings, life science, research and innovation centers and other healthcare properties primarily to achieve an expected yield on our investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic location, asset type, business model or revenue source. Each of our acquisitions disclosed below was accounted for as an asset acquisition.

2021 Acquisitions

On September 21, 2021, we acquired New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction pursuant to an Agreement and Plan of Merger dated as of June 28, 2021 (the “Merger Agreement”) by and among Ventas, Cadence Merger Sub LLC, our wholly owned subsidiary (“Merger Sub”), and New Senior. Under the Merger Agreement, on the acquisition date, Merger Sub merged with and into New Senior, with New Senior surviving the merger as our wholly owned subsidiary (the “New Senior Acquisition”). The New Senior Acquisition was valued at approximately $2.4 billion. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, with each New Senior stockholder receiving 0.1561 shares of Ventas common stock for each share of New Senior common stock that they owned immediately prior to the acquisition. In addition to the equity issuance, we funded the

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acquisition through the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing. The New Senior Acquisition added 102 independent living communities to our senior living operations reportable business segment and one independent living community to our triple-net lease properties reportable business segment. We accounted for this transaction as an asset acquisition and the financial results of New Senior have been included in our consolidated financial statements from the acquisition date.

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

2020 Acquisitions

During the year ended December 31, 2020, we acquired two research and innovation centers reported within our office operations reportable business segment, seven senior housing communities reported within our senior living operations reportable business segment and one LTAC reported within our triple-net leased properties reportable business segment for an aggregate consideration of $249.5 million.

2019 Acquisitions

In September 2019, we acquired an 87% interest in 34 Canadian senior housing communities (including five in-process developments) valued at $1.8 billion through an equity partnership (the “LGM Acquisition”) with Le Groupe Maurice (“LGM”). The portfolio continues to be managed by LGM. We also have rights to fund and own all additional developments under an exclusive pipeline agreement with LGM.

During the year ended December 31, 2019, we also acquired two properties reported within our office operations reportable business segment (one research and innovation center and one MOB), two senior housing communities reported within our senior living operations reportable business segment and one vacant land parcel for an aggregate purchase price of $237.0 million.

2022 Acquisitions

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

NOTE 5 – DISPOSITIONS AND IMPAIRMENTS

2021 Activity

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

2020 Activity

During the year ended December 31, 2020, we recognized $262.2 million of gains on sale of real estate in our Consolidated Statements of Income as described below.

In March 2020, we formed the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), a perpetual life vehicle that focuses on investments in research and innovation centers, medical office buildings and senior housing communities in North America. To seed the Ventas Fund, we contributed six (two of which are on the same campus) stabilized research and innovation and medical office properties. We received cash consideration of $620 million and a 21% interest in the Ventas Fund. We recognized a gain on the transactions of $225.1 million.

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In October 2020, we formed a joint venture (the “R&I Development JV”) with GIC. To seed the R&I Development JV, we contributed our controlling ownership interest in four in-progress university-based research and innovation development projects (the “Initial R&I JV Projects”). At closing, GIC reimbursed us for its share of costs incurred to date and we recognized a gain of $13.7 million. We own an over 50% interest and GIC owns a 45% interest in the Initial R&I JV Projects. The R&I Development JV may be expanded in the future to include other pre-identified research and innovation development projects.

See “Note 7 – Investments in Unconsolidated Entities” for additional details on the Ventas Fund and the JV.

Also during 2020, we sold four MOBs, four senior housing communities, 22 triple-net leased properties and one land parcel for aggregate consideration of $249.6 million, and we recognized a gain on the sale of these assets of $23.4 million.

2019 Activity

During the year ended December 31, 2019, we sold ten triple-net leased properties, eight MOBs, six senior housing assets and our leasehold interest in one vacant land parcel for aggregate consideration of $147.5 million, and recognized a gain on the sale of these assets of $26.0 million in our Consolidated Statements of Income.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties.


	December 31, 2021					December 31, 2020
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Held for Sale
Triple-net leased properties	—	$	—	$	—	1	$	4,960	$	2,690
Office operations	2	3,435		1,529		—	15		101
Senior living operations	2	24,964		9,321		1	4,633		455
Total	4	$	28,399	$	10,850	2	$	9,608	$	3,246

Real Estate Impairment

We recognized impairments of $219.4 million, $153.8 million and $133.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded during 2021 and 2019 were primarily a result of a change in our intent to hold the impaired assets. A significant portion of our 2020 charges resulted from the impact of COVID-19 and others were primarily the result of a change in our intent to hold the impaired assets (See “Note 1 – Description of Business - COVID-19 Update”).

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NOTE 6 – LOANS RECEIVABLE AND INVESTMENTS

As of December 31, 2021 and 2020, we had $549.2 million and $900.2 million, respectively, of net loans receivable and investments relating to senior housing and healthcare operators or properties. The following is a summary of our loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available for sale investments (dollars in thousands):


	Amortized Cost		Allowance		Unrealized Gain		Carrying Amount		Fair Value
As of December 31, 2021:
Secured/mortgage loans and other, net	$	488,913	$	—	$	—	$	488,913	$	478,931
Government-sponsored pooled loan investments, net (1)	39,376		—		1,836		41,213		41,213
Total investments reported as secured loans receivable and investments, net	528,289		—		1,836		530,126		520,144
Non-mortgage loans receivable, net (2)	24,418		(5,394)		—		19,024		19,039

Total loans receivable and investments, net	$	552,707	$	(5,394)	$	1,836	$	549,150	$	539,183

As of December 31, 2020:
Secured/mortgage loans and other, net	$	555,840	$	—	$	—	$	555,840	$	508,707
Government-sponsored pooled loan investments, net	55,154		(8,846)		3,419		49,727		49,727
Total investments reported as secured loans receivable and investments, net	610,994		(8,846)		3,419		605,567		558,434
Non-mortgage loans receivable, net (2)	74,700		(17,623)		—		57,077		57,009
Marketable debt securities (2)	213,334		—		24,219		237,553		237,553
Total loans receivable and investments, net	$	899,028	$	(26,469)	$	27,638	$	900,197	$	852,996

(1)Investment in government-sponsored pool loans has a contractual maturity date in 2023.

(2)Included in other assets on our Consolidated Balance Sheets.

2021 Activity

In October 2021, we received proceeds of $45.0 million in full repayment of a note (which was included above in Non-mortgage loans receivable, net) from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.

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

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

In April 2021, we received $19.2 million in full repayment of certain government-sponsored pooled loan investments. In the first quarter of 2021, prior to such repayment, we reversed an $8.8 million allowance we had previously recorded in 2020 on this investment with a corresponding adjustment to allowance on loans receivable and investments in our Consolidated Statements of Income. There was no impact to our Consolidated Statements of Income from the loan repayment.

During the first quarter of 2021, we received aggregate proceeds of $16.5 million for the redemption and sale of marketable debt securities, resulting in total gains of $1.0 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $1.2 million of unrealized gain was presented within accumulated other comprehensive income on our Consolidated Balance Sheet related to these securities. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026.

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In March 2021, $11.9 million of previously reserved non-mortgage loans were forgiven. We derecognized both the amortized cost bases and allowances for these loans during the quarter ended March 31, 2021. There was no impact to our Consolidated Statements of Income from the loan forgiveness.

2020 Activity

During the year ended December 31, 2020, we recognized $34.7 million in expense in establishing allowances on our loan and investment portfolio. See “Note 1 - Description Of Business - COVID-19 Update.” In December 2020, we received $10.5 million for partial repayment of previously reserved loans, which was recorded as a reduction to allowance on loans receivables and investments in our Consolidated Statements of Income.

During the year ended December 31, 2020, we received aggregate proceeds of $106.1 million for the full repayment of the principal balances of various loans receivable with a weighted average interest rate of 8.3% that were due to mature between 2020 and 2025, which resulted in total gains of $1.4 million, which is recorded in income from loans and investments in our Consolidated Statements of Income.

In April 2020, we received as consideration $66 million of notes secured by equity pledges on real estate assets with an effective interest rate of 9.2% in connection with the termination of the Holiday Lease. See “Note 3 – Concentration of Credit Risk.”

In July 2020, Brookdale Senior Living issued a $45 million note to Ventas maturing on December 31, 2025, which is included in Non-mortgage loans receivable, net. In addition, Brookdale transferred fee ownership of five senior living communities to us, in full satisfaction and repayment of a $78 million loan to Brookdale Senior Living from us that was secured by the five communities. See “Note 3 – Concentration of Credit Risk.”

NOTE 7 – INVESTMENTS IN UNCONSOLIDATED ENTITIES

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. We invest in both real estate entities and operating entities which are described further below.

Investments in Unconsolidated Real Estate Entities

Through our Ventas Investment Management Platform, which consolidates our extensive third-party capital ventures under a single brand and umbrella, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Below is a summary of our investments in unconsolidated real estate entities as of December 31, 2021 and 2020, respectively (dollars in thousands):


	Ownership (1)		Carrying Amount
	As of December 31,		As of December 31,
	2021	2020	2021		2020
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.1%	22.9%	$	267,475	$	279,983
Pension Fund Joint Venture	22.9%	22.8%	29,192		34,690
Research & Innovation Development Joint Venture	51.0%	50.3%	221,363		123,445
Ventas Investment Management Platform			518,030		438,118
All other (2)	34.0%-50.0%	34.0%-50.0%	5,435		5,570
Total investments in unconsolidated real estate entities			$	523,465	$	443,688

(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments, which could result in non pro rata distributions.
(2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities.

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

In March 2020, we formed the Ventas Fund, in which we are the sponsor and general partner. See “Note 5 – Dispositions and Impairments.” In October 2020, the Ventas Fund acquired a portfolio of three life science properties in the South San Francisco life science cluster for $1.0 billion, which increased assets under management to $1.8 billion as of December 31, 2020. The acquisition was financed with a $415 million mortgage loan bearing interest at a fixed rate of 2.6% per annum.

In October 2020, we formed the R&I Development JV. See “Note 5 – Dispositions and Impairments.” We own an over 50% interest and GIC owns a 45% interest in the Initial R&I JV Projects. We act as manager of the R&I Development JV, with customary rights and obligations, and will receive customary fees and incentives. Our exclusive development partner, Wexford Science & Technology, remains the developer of, and a minority partner in, all of the projects. The R&I Development JV may be expanded in the future to include other pre-identified R&I development projects.

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $12.4 million, $6.7 million and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Such amounts are included in office building and other services revenue in our Consolidated Statements of Income.

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Ardent and Atria, which are included within other assets on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint two of six members to the Atria Board of Directors. Our 9.8% ownership interest in Ardent entitles us to customary minority rights and protections, including the right to appoint one of 10 members of the Ardent Board of Directors.

In June 2020, as a result of COVID-19, we recognized an impairment charge of $10.7 million related to our investment in an unconsolidated operating entity, which was recorded within allowance on loans receivable and investments in our Consolidated Statements of Income. See “Note 1 – Description of Business - COVID-19 Update.”

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – INTANGIBLES

The following is a summary of our intangibles (dollars in thousands):


	As of December 31, 2021			As of December 31, 2020
	Balance		Weighted Average Remaining Amortization Period in Years	Balance		Weighted Average Remaining Amortization Period in Years
Intangible assets:
Above-market lease intangibles (1)	$	129,121	5.9	$	140,096	6.4
In-place and other lease intangibles (2)	1,240,626		7.2	1,090,790		10.7
Goodwill	1,046,140		N/A	1,051,650		N/A
Other intangibles (2)	34,517		6.5	35,870		10.0
Accumulated amortization	(944,403)		N/A	(941,462)		N/A
Net intangible assets	$	1,506,001	7.1	$	1,376,944	10.3
Intangible liabilities:
Below-market lease intangibles (1)	$	334,365	9.7	$	339,265	14.3
Other lease intangibles	13,608		N/A	13,498		N/A
Accumulated amortization	(244,975)		N/A	(212,655)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	106,566	9.7	$	143,676	14.3

(1) Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.

(2) Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income.

N/A—Not Applicable

Above-market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below-market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets. For the years ended December 31, 2021, 2020 and 2019, our net amortization related to these intangibles was $29.3 million, $45.7 million and $59.2 million, respectively.

The following is a summary of the estimated net amortization related to these intangibles for each of the next five years (dollars in thousands):


	Estimated Net Amortization
2022	$	123,144
2023	111,976
2024	57,729
2025	9,764
2026	5,972

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2021 (dollars in thousands):


	Goodwill
Triple-net leased properties	$	322,097
Senior living operations	259,482
Office operations	464,561
Total goodwill	$	1,046,140

NOTE 9 – OTHER ASSETS

The following is a summary of our other assets (dollars in thousands):


	As of December 31,
	2021		2020
Straight-line rent receivables	$	176,877	$	169,711
Non-mortgage loans receivable, net	19,024		57,077
Stock warrants	48,884		50,098
Marketable debt securities	—		237,553
Other intangibles, net	7,270		4,659
Investment in unconsolidated operating entities	73,602		63,768
Other	239,412		224,363
Total other assets	$	565,069	$	807,229

Stock warrants represent warrants exercisable at any time prior to December 31, 2025, in whole or in part, for 16.3 million shares of Brookdale Senior Living common stock at an exercise price of $3.00 per share. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt (dollars in thousands):


	As of December 31,
	2021		2020
Unsecured revolving credit facility (1)	$	56,448	$	39,395
Commercial paper notes	280,000		—
Secured revolving construction credit facility due 2022	—		154,098
Floating Rate Senior Notes, Series F due 2021 (2)	—		235,664
3.25% Senior Notes due 2022	—		263,687
3.30% Senior Notes, Series C due 2022 (2)	—		196,386
Unsecured term loan due 2023	200,000		200,000
3.125% Senior Notes due 2023	—		400,000
3.10% Senior Notes due 2023	—		400,000
2.55% Senior Notes, Series D due 2023 (2)	217,667		216,025
3.50% Senior Notes due 2024	400,000		400,000
3.75% Senior Notes due 2024	400,000		400,000
4.125% Senior Notes, Series B due 2024 (2)	197,879		196,386
2.80% Senior Notes, Series E due 2024 (2)	474,909		471,328
Unsecured term loan due 2025 (2)	395,757		392,773
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000
4.125% Senior Notes due 2026	500,000		500,000
3.25% Senior Notes due 2026	450,000		450,000
2.45% Senior Notes, Series G due 2027 (2)	375,970		—
3.85% Senior Notes due 2027	400,000		400,000
4.00% Senior Notes due 2028	650,000		650,000
4.40% Senior Notes due 2029	750,000		750,000
3.00% Senior Notes due 2030	650,000		650,000
4.75% Senior Notes due 2030	500,000		500,000
2.50% Senior Notes due 2031	500,000		—
3.30% Senior Notes, Series H due 2031 (2)	237,454		—
6.90% Senior Notes due 2037 (3)	52,400		52,400
6.59% Senior Notes due 2038 (3)	22,823		22,823
5.70% Senior Notes due 2043	300,000		300,000
4.375% Senior Notes due 2045	300,000		300,000
4.875% Senior Notes due 2049	300,000		300,000
Mortgage loans and other	2,431,831		2,092,106
Total	12,093,138		11,983,071
Deferred financing costs, net	(69,925)		(68,343)
Unamortized fair value adjustment	32,888		12,618
Unamortized discounts	(28,557)		(31,934)
Senior notes payable and other debt	$	12,027,544	$	11,895,412

(1)As of December 31, 2021 and 2020, respectively, $30.9 million and $12.2 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $25.6 million and $27.2 million were denominated in British pounds as of December 31, 2021 and 2020, respectively.

(2)Canadian Dollar debt obligations shown in US Dollars.

(3)Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2023 and 2028.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Facilities, Commercial Paper and Unsecured Term Loans

In January 2021, we entered into an amended and restated unsecured credit facility (the “New Credit Facility”) comprised of a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The New Credit Facility replaced our previous $3.0 billion unsecured revolving credit facility priced at 0.875%. The New Credit Facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The New Credit Facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion, subject to the satisfaction of certain conditions.

Our unsecured credit facility imposed certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default.

As of December 31, 2021, we had $2.7 billion of undrawn capacity on our New Credit Facility with $56.4 million borrowings outstanding and an additional $24.9 million restricted to support outstanding letters of credit. We limit our use of the New Credit Facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding. As of December 31, 2021, we had $280.0 million of commercial paper outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of December 31, 2021, we had $280.0 million borrowings outstanding under our commercial paper program.

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

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

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

Senior Notes

As of December 31, 2021, we had outstanding $7.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$1.9 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc.

Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation).

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada’s existing and future subordinated indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada).

NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.

Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.

NHP LLC’s 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and its 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2023 and 2028.

2021 Senior Notes Activity

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

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

In November 2021, Ventas Canada repaid in full, at par, our variable rate C$300.0 million principal amount then outstanding senior notes due 2021 upon maturity.

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

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

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

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

2020 Senior Notes Activity

In April 2020, Ventas Realty issued and sold $500.0 million aggregate principal amount of 4.75% senior notes due 2030 at an amount equal to 97.86% of par.

In October 2020, we redeemed, pursuant to a cash tender offer, $236.3 million aggregate principal amount then outstanding of our 3.25% senior notes due 2022 at 104.14% of par value, plus accrued and unpaid interest to the payment date. As a result, we recognized a loss on extinguishment of debt of $11.1 million during the year ended December 31, 2020.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mortgages

At December 31, 2021, we had 112 mortgage loans outstanding in the aggregate principal amount of $2.4 billion, which is secured by 102 of our properties. Of these loans, 95 loans in the aggregate principal amount of $2.1 billion bear interest at fixed rates ranging from 1.99% to 13.01% per annum, and 17 loans in the aggregate principal amount of $370.0 million bear interest at variable rates ranging from 0.08% to 2.85% per annum as of December 31, 2021. At December 31, 2021, the weighted average annual rate on our fixed rate mortgage loans was 3.6%, and the weighted average annual rate on our variable rate mortgage loans was 1.7%. Our mortgage loans had a weighted average maturity of 4.2 years as of December 31, 2021.

During the years ended December 31, 2021 and 2020, we repaid in full mortgage loans in the aggregate principal amount of $284.7 million and $60.9 million, respectively.

In September 2021, we assumed $482.5 million in mortgage debt maturing in 2025 in connection with the New Senior Acquisition including a $25.4 million fair value premium, which is amortized over the remaining term through interest expense in our Consolidated Statement of Income. See “Note 4 – Acquisitions of Real Estate Property”.

Scheduled Maturities of Borrowing Arrangements and Other Provisions

The following summarizes the maturities of our senior notes payable and other debt as of December 31, 2021 (dollars in thousands):


	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility and Commercial Paper Notes (1)		Scheduled Periodic Amortization		Total Maturities
2022	$	389,966	$	280,000	$	51,887	$	721,853
2023	696,075		—		38,757		734,832
2024	1,651,162		—		32,974		1,684,136
2025	2,047,551		56,448		26,810		2,130,809
2026	1,035,585		—		19,869		1,055,454
Thereafter	5,656,800		—		109,254		5,766,054
Total maturities	$	11,477,139	$	336,448	$	279,551	$	12,093,138

(1)At December 31, 2021, we had $186.7 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $149.7 million of unrestricted cash and cash equivalents.

The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

As of December 31, 2021, we were in compliance with all of these covenants.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2021, our variable rate debt obligations of $1.1 billion reflect, in part, the effect of $145.6 million notional amount of interest rate swaps with maturities ranging from March 2022 to May 2022 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2021, our fixed rate debt obligations of $11.0 billion reflect, in part, the effect of $303.1 million and C$274.0 million notional amount of interest rate swaps with maturities ranging from January 2023 to April 2031, in each case that effectively convert variable rate debt to fixed rate debt.

NOTE 11 – FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of our financial instruments were as follows (dollars in thousands):


	As of December 31, 2021				As of December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	149,725	$	149,725	$	413,327	$	413,327
Escrow deposits and restricted cash	46,872		46,872		38,313		38,313
Stock warrants	48,884		48,884		50,098		50,098
Secured mortgage loans and other, net	488,913		478,931		555,840		508,707
Non-mortgage loans receivable, net	19,024		19,039		57,077		57,009
Marketable debt securities	—		—		237,553		237,553
Government-sponsored pooled loan investments, net	41,213		41,213		49,727		49,727
Derivative instruments	1,128		1,128		2		2
Liabilities:
Senior notes payable and other debt, gross	12,093,138		12,891,937		11,983,071		13,075,337
Derivative instruments	12,290		12,290		28,338		28,338
Redeemable OP Units	182,112		182,112		145,983		145,983

For a discussion of the assumptions considered, refer to “Note 2 – Accounting Policies.” The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.

NOTE 12 – STOCK- BASED COMPENSATION

Compensation Plans

We currently have: three plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been, or may in the future be, granted to our officers, employees and non-employee directors (the 2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012 Incentive Plan); one plan under which executive officers may receive deferred common stock in lieu of compensation (the Executive Deferred Stock Compensation Plan); and one plan under which certain non-employee directors have received or may receive deferred common stock in lieu of director fees (the Nonemployee Directors’ Deferred Stock Compensation Plan). These plans are referred to collectively as the “Plans.”

During the year ended December 31, 2021, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Nonemployee Directors’ Deferred Stock Compensation Plan and the 2012 Incentive Plan. The 2006 Incentive Plan and the 2006 Stock Plan for Directors (collectively, the “2006 Plans”) expired on December 31, 2012, and no additional grants were permitted under those Plans after that date.

The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 2021 were as follows:

Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option, and 0.6 million shares were available for future issuance as of December 31, 2021.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nonemployee Directors’ Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to non-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.4 million shares were available for future issuance as of December 31, 2021.
2012 Incentive Plan—10.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors, and 2.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2021 that were or are subsequently forfeited or expire unexercised) were available for future issuance as of December 31, 2021.

Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years from the date of grant, and vest or have vested over periods of two or three years. If provided in the applicable Plan or award agreement, the vesting of stock options may accelerate upon a change of control (as defined in the applicable Plan) of Ventas, Inc. and other specified events.

Stock Options

The following is a summary of stock option activity in 2021:


	Shares (000’s)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Intrinsic Value ($000’s)
Outstanding as of December 31, 2020	3,954	$	60.90
Options granted	—	—
Options exercised	(193)	46.73
Options forfeited	—	—
Options expired	—	—
Outstanding as of December 31, 2021	3,761	61.63		3.9	$	29
Exercisable as of December 31, 2021	3,761	61.63		3.9	$	29

Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods, with charges primarily recorded in general, administrative and professional fees in our Consolidated Statements of Income. As of December 31, 2021 and 2020, there was no unrecognized compensation expense relating to stock options. Compensation costs related to stock options for the year ended December 31, 2019 was $0.3 million, which was included in general, administrative and professional fees in our Consolidated Statements of Income.

Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2021, 2020 and 2019 were $9.0 million, $5.1 million and $36.1 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2021, 2020 and 2019 was $1.5 million, $1.3 million and $12.3 million, respectively. There was no deferred income tax benefit for stock options exercised.

Restricted Stock and Restricted Stock Units

We recognize the fair value of shares of restricted stock and restricted stock units (including time-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to general, administrative and professional fees of $31.9 million, $21.4 million and $33.6 million in 2021, 2020 and 2019, respectively, in our Consolidated Statements of Income. Restricted stock and restricted stock units generally vest over periods ranging from two to five years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards for executive officers will also generally vest to the executives if at a future termination date, they have attained a combined number of age and years of service of at least 75, with a minimum age of 62.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2021, and changes during the year ended December 31, 2021:


	Restricted Stock (000’s)	Weighted Average Grant Date Fair Value		Restricted Stock Units (000’s)	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2020	233	$	49.94	714	$	59.46
Granted	358	51.71		654	47.87
Vested	(121)	51.51		(321)	57.44
Forfeited	(22)	49.38		—	—
Non-vested at December 31, 2021	448	50.96		1,047	52.84

As of December 31, 2021, we had $34.6 million of unrecognized compensation cost related to non-vested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 2.0 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2021, 2020 and 2019 was $23.4 million, $19.8 million and $31.6 million, respectively.

Employee and Director Stock Purchase Plan

We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2021, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance.

Employee Benefit Plan

We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2021, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2021, 2020 and 2019, our aggregate contributions were approximately $1.5 million, $1.6 million and $1.5 million, respectively.

NOTE 13 – INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Code, as amended, for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as TRS entities, which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. Our tax treatment of distributions per common share was as follows:


	For the Years Ended December 31,
	2021		2020		2019
Tax treatment of distributions:
Ordinary income	$	—	$	—	$	—
Qualified ordinary income	0.00330		0.00696		0.12230
199A qualified business income	1.25274		2.14381		2.22898
Long-term capital gain	0.16448		0.28450		—
Unrecaptured Section 1250 gain	0.37948		0.04973		0.03434
Non-dividend distribution	—		—		0.78438
Distribution reported for 1099-DIV purposes	1.80000		2.48500		3.17000
Add: Dividend declared in current year and taxable in following year	0.45000		0.45000		0.79250
Less: Dividend declared in prior year and taxable in current year	(0.45000)		(0.79250)		(0.79250)
Distribution declared per common share outstanding	$	1.80000	$	2.14250	$	3.17000

We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2021, 2020 and 2019. Our consolidated expense (benefit) for income taxes was as follows (dollars in thousands):


	For the Years Ended December 31,
	2021		2020		2019
Current - Federal	$	662	$	402	$	(1,840)
Current - State	2,116		2,107		2,118
Deferred - Federal	6,431		(56,835)		(49,532)
Deferred - State	72		(35,447)		(3,353)
Current - Foreign	3,439		2,929		2,335
Deferred - Foreign	(7,893)		(9,690)		(6,038)
Total	$	4,827	$	(96,534)	$	(56,310)

The 2021 income tax expense is due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. The 2020 income tax benefit was primarily due to a $95.9 million net deferred tax benefit from an internal restructuring of certain TRS entities, partially offset by a valuation allowance recorded against certain deferred tax assets. The 2019 income tax benefit was primarily due to the $57.7 million reversal of valuation allowance recorded against the net deferred tax assets of certain of our TRS entities.

Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year ended December 31, 2021, their income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2021, 2020 and 2019, to the income tax expense and benefit is as follows (dollars in thousands):


	For the Years Ended December 31,
	2021		2020		2019
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes	$	(34,127)	$	27,132	$	77,803
State income taxes, net of federal benefit	(8,256)		(1,967)		2,341
Change in valuation allowance from ordinary operations	59,572		86,359		(47,227)

Tax at statutory rate on earnings not subject to federal income taxes	(22,869)		(53,808)		(90,862)
Foreign rate differential and foreign taxes	4,405		3,342		1,407
Change in tax status of TRS	3,485		(150,287)		(52)


Other differences	2,617		(7,305)		280
Income tax expense (benefit)	$	4,827	$	(96,534)	$	(56,310)

Each TRS is a tax-paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands):


	As of December 31,
	2021		2020		2019
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs	$	(58,691)	$	(60,494)	$	(257,373)
Operating loss and interest deduction carryforwards	187,407		124,606		136,771
Expense accruals and other	21,628		10,516		7,380
Valuation allowance	(198,450)		(127,279)		(40,114)
Net deferred tax liabilities	$	(48,106)	$	(52,651)	$	(153,336)

Our net deferred tax liability decreased $4.5 million during 2021 due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. Our net deferred tax liability decreased $100.7 million during 2020 primarily due to a change in the tax status of certain of our TRS entities. This was offset by the recording of valuation allowances against $54.4 million of other deferred tax assets. Our net deferred tax liability decreased $51.9 million during 2019 primarily due to the $57.7 million reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities.

Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities for 2021, 2020 and 2019 are $140.6 million, $83.2 million and $21.2 million, respectively.

We are subject to corporate-level taxes (“built-in gains tax”) for any asset dispositions during the five year period immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards.

At December 31, 2021, 2020 and 2019, the REIT had NOL carryforwards of $1.1 billion, $896.4 million and $858.6 million, respectively. Additionally, the REIT has $10.8 million of federal income tax credits that were carried over from acquisitions. These amounts can be used to offset future taxable income (or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to their utilization by Section 382 of the Code. The remaining REIT carryforwards begin to expire in 2022.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $3.3 billion and $3.6 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.

Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2018 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2017 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2017 and subsequent years. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2020.

The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands):


	2021		2020
Balance as of January 1	$	6,057	$	12,127

Additions to tax positions related to prior years	29		74
Subtractions to tax positions related to prior years	(4)		(6,144)


Balance as of December 31	$	6,082	$	6,057

Included in these unrecognized tax benefits of $6.1 million and $6.1 million at December 31, 2021 and 2020, respectively, were $5.3 million and $5.3 million of tax benefits at December 31, 2021 and 2020, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued no interest or penalties related to the unrecognized tax benefits during 2021. We do not expect our unrecognized tax benefits to increase or decrease materially in 2022.

As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with certain TRSs, such as leasing transactions, other capital financing and allocation of general and administrative costs, which transactions are intended to comply with the IRS and foreign tax authority transfer pricing rules.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

From time to time, we are party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior living operations, where we are typically the holder of the applicable healthcare license. These claims may not be fully insured and some may allege large damage amounts.

It is the opinion of management, that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular action, investigation or claim, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these lawsuits, investigations, claims and other legal and regulatory proceedings, and if management’s assessment of our liability with respect thereto is incorrect, such actions, investigations and claims could have a material adverse effect on us.

Operating Leases

We lease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liability represented as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were adjusted for the length of the individual lease term. The weighted average discount rate and remaining lease term of our leases are 7.22% and 35.2 years, respectively. Operating lease assets and liabilities are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similar to previous guidance.

Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in our

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Income. For the years ended December 31, 2021, 2020 and 2019, we recognized $31.9 million, $32.1 million and $32.6 million of expense relating to our leases. For the years ended December 31, 2021, 2020 and 2019, cash paid for leases was $25.1 million, $25.4 million and $25.8 million, respectively as reported within operating cash outflows in our Consolidated Statements of Cash Flows.

The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2021 (dollars in thousands):


2022	$	21,328
2023	21,468
2024	20,346
2025	15,918
2026	15,836
Thereafter	585,762
Total undiscounted minimum lease payments	680,658
Less: imputed interest	(483,424)
Operating lease liabilities	$	197,234

NOTE 15 – EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts):


	For the Years Ended December 31,
	2021		2020		2019
Numerator for basic and diluted earnings per share:
Income from continuing operations	$	56,559	$	441,185	$	439,297

Net income	56,559		441,185		439,297
Net income attributable to noncontrolling interests	7,551		2,036		6,281
Net income attributable to common stockholders	$	49,008	$	439,149	$	433,016
Denominator:
Denominator for basic earnings per share—weighted average shares	382,785		373,368		365,977
Effect of dilutive securities:
Stock options	34		—		391
Restricted stock awards	365		171		527
OP unitholder interests	3,120		2,964		2,991
Denominator for diluted earnings per share—adjusted weighted average shares	386,304		376,503		369,886
Basic earnings per share:
Income from continuing operations	$	0.15	$	1.18	$	1.20
Net income attributable to common stockholders	0.13		1.18		1.18
Diluted earnings per share:
Income from continuing operations	$	0.15	$	1.17	$	1.19
Net income attributable to common stockholders	0.13		1.17		1.17

There were 3.1 million, 4.0 million and 1.1 million anti-dilutive options outstanding for the years ended December 31, 2021, 2020 and 2019, respectively.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – PERMANENT AND TEMPORARY EQUITY

Capital Stock

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

From time to time, we may sell our common stock under an “at-the-market” equity offering program (“ATM program”). In November 2021, we replaced our ATM program with a similar program, under which we may sell up to an aggregate of $1.0 billion of our common stock. As of December 31, 2021, we have $1.0 billion remaining under our existing ATM program. During the years ended December 31, 2021, 2020 and 2019, we sold 10.9 million, 1.5 million and 2.7 million shares of our common stock under our previous ATM program for gross proceeds of $626.4 million, $66.6 million and $177.9 million, respectively, at an average gross price of $57.71, $44.88 and $66.75 per share, respectively.

Excess Share Provision

In order to preserve our ability to maintain REIT status, our Amended and Restated Certificate of Incorporation (our “Charter”) provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares, and the trustee may exercise all voting power over the shares.

We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2021, there were no shares in the trust.

Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss (dollars in thousands):


	As of December 31,
	2021		2020
Foreign currency translation	$	(56,227)	$	(51,947)
Available for sale securities	1,836		25,712
Derivative instruments	(10,129)		(28,119)
Total accumulated other comprehensive loss	$	(64,520)	$	(54,354)

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Redeemable OP Unitholder and Noncontrolling Interests

The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2021 (dollars in thousands):


	Redeemable OP Unitholder Interests		Redeemable Noncontrolling Interests		Total Redeemable OP Unitholder and Noncontrolling Interests
Balance as of December 31, 2020	$	145,983	$	89,507	$	235,490
New issuances	31,524		—		31,524
Change in fair value	11,178		21,655		32,833
Dispositions	—		—		—
Distributions and other	(6,461)		(1,422)		(7,883)
Redemptions	(112)		(11,569)		(11,681)
Balance as of December 31, 2021	$	182,112	$	98,171	$	280,283

NOTE 17 – RELATED PARTY TRANSACTIONS

Atria provides comprehensive property management and accounting services with respect to our senior housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2021, 2020 and 2019, we incurred fees to Atria of $50.8 million, $54.1 million and $61.4 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the years ended December 31, 2021, 2020 and 2019, we paid Atria fees of $20.3 million, $1.1 million and $0.7 million, respectively, in connection with the sale or transition of senior housing communities operated by Atria which are considered transaction costs and are primarily recorded within depreciation and amortization expense in our Consolidated Statements of Income.

We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two of six members to the Atria Board of Directors.

As of December 31, 2021, we leased 11 hospital campuses to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2021, 2020 and 2019, we recognized rental income from Ardent of $127.2 million, $122.6 million and $118.8 million, respectively, relating to the Ardent master lease.

We hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, including the right to appoint one of 10 members of the Ardent Board of Directors.

ESL is expected to cease operation of its management business in 2022 following completion of the transition of 90 senior housing communities to other operators. We hold a 34% ownership interest in ESL, which entitles us to customary minority rights and protections, including the right to appoint two of six members to the ESL Board of Directors. ESL management owns the 66% controlling interest.

ESL provided comprehensive property management and accounting services with respect to our senior housing communities that ESL operated, for which we paid annual management fees pursuant to a management agreement. For the years ended December 31, 2021, 2020 and 2019, we incurred fees to ESL of $11.8 million, $15.1 million and $14.6 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. In connection with the transition of the operations of 90 senior housing communities, in 2021 we paid ESL $24.0 million, which is recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December 31, 2020 and 2019, we incurred fees paid to ESL of $5.2 million and $8.2 million, respectively, which are primarily recorded within transaction expenses and deal costs in our Consolidated Statements of Income.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 – SEGMENT INFORMATION

As of December 31, 2021, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.

Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment NOI and related measures. We define segment NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.

Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property-specific revenues and expenses are not allocated to individual reportable business segments for purposes of assessing segment performance. There are no intersegment sales or transfers.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary information by reportable business segment is as follows (dollars in thousands):


	For the Year Ended December 31, 2021
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		All Other		Total
Revenues:
Rental income	$	653,823	$	—	$	794,297	$	—	$	1,448,120
Resident fees and services	—		2,270,001		—		—		2,270,001
Office building and other services revenue	—		—		8,384		11,712		20,096
Income from loans and investments	—		—		—		74,981		74,981
Interest and other income	—		—		—		14,809		14,809
Total revenues	$	653,823	$	2,270,001	$	802,681	$	101,502	$	3,828,007

Total revenues	$	653,823	$	2,270,001	$	802,681	$	101,502	$	3,828,007
Less:
Interest and other income	—		—		—		14,809		14,809
Property-level operating expenses	15,335		1,811,728		257,001		—		2,084,064
Office building and other services costs	—		—		1,798		2,635		4,433
Segment NOI	$	638,488	$	458,273	$	543,882	$	84,058	1,724,701
Interest and other income									14,809
Interest expense									(440,089)
Depreciation and amortization									(1,197,403)
General, administrative and professional fees									(129,758)
Loss on extinguishment of debt, net									(59,299)
Transaction expenses and deal costs									(47,318)
Allowance on loans receivable and investments									9,082
Other									(37,110)
Income from unconsolidated entities									4,983
Gain on real estate dispositions									218,788
Income tax expense									(4,827)
Income from continuing operations									56,559

Net income									56,559
Net income attributable to noncontrolling interests									7,551
Net income attributable to common stockholders									$	49,008

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the Year Ended December 31, 2020
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		All Other		Total
Revenues:
Rental income	$	695,265	$	—	$	799,627	$	—	$	1,494,892
Resident fees and services	—		2,197,160		—		—		2,197,160
Office building and other services revenue	—		—		8,675		6,516		15,191
Income from loans and investments	—		—		—		80,505		80,505
Interest and other income	—		—		—		7,609		7,609
Total revenues	$	695,265	$	2,197,160	$	808,302	$	94,630	$	3,795,357

Total revenues	$	695,265	$	2,197,160	$	808,302	$	94,630	$	3,795,357
Less:
Interest and other income	—		—		—		7,609		7,609
Property-level operating expenses	22,160		1,658,671		256,612		—		1,937,443
Office building and other services costs	—		—		2,315		—		2,315
Segment NOI	$	673,105	$	538,489	$	549,375	$	87,021	1,847,990
Interest and other income									7,609
Interest expense									(469,541)
Depreciation and amortization									(1,109,763)
General, administrative and professional fees									(130,158)
Loss on extinguishment of debt, net									(10,791)
Transaction expenses and deal costs									(29,812)
Allowance on loans receivable and investments									(24,238)
Other									(707)
Income from unconsolidated entities									1,844
Gain on real estate dispositions									262,218
Income tax benefit									96,534
Income from continuing operations									441,185

Net income									441,185
Net income attributable to noncontrolling interests									2,036
Net income attributable to common stockholders									$	439,149

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the Year Ended December 31, 2019
	Triple-Net Leased Properties		Senior Living Operations		Office Operations		All Other		Total
Revenues:
Rental income	$	780,898	$	—	$	828,978	$	—	$	1,609,876
Resident fees and services	—		2,151,533		—		—		2,151,533
Office building and other services revenue	—		—		7,747		3,409		11,156
Income from loans and investments	—		—		—		89,201		89,201
Interest and other income	—		—		—		10,984		10,984
Total revenues	$	780,898	$	2,151,533	$	836,725	$	103,594	$	3,872,750

Total revenues	$	780,898	$	2,151,533	$	836,725	$	103,594	$	3,872,750
Less:
Interest and other income	—		—		—		10,984		10,984
Property-level operating expenses	26,561		1,521,398		260,249		—		1,808,208
Office building and other services costs	—		—		2,319		—		2,319
Segment NOI	$	754,337	$	630,135	$	574,157	$	92,610	2,051,239
Interest and other income									10,984
Interest expense									(451,662)
Depreciation and amortization									(1,045,620)
General, administrative and professional fees									(158,726)
Loss on extinguishment of debt, net									(41,900)
Transaction expenses and deal costs									(15,235)
Other									10,339
Loss from unconsolidated entities									(2,454)
Gain on real estate dispositions									26,022
Income tax benefit									56,310
Income from continuing operations									439,297

Net income									439,297
Net income attributable to noncontrolling interests									6,281
Net income attributable to common stockholders									$	433,016

Assets by reportable business segment are as follows (dollars in thousands):


	As of December 31,
Assets:	2021				2020
Triple-net leased properties	$	4,578,534	18.5	%	$	5,147,503	21.6	%
Senior living operations	12,811,611		51.8		10,653,428		44.5
Office operations	6,341,888		25.7		6,709,602		28.0
All other assets	985,753		4.0		1,418,871		5.9
Total assets	$	24,717,786	100.0	%	$	23,929,404	100.0	%

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows (dollars in thousands):


	For the Years Ended December 31,
Capital expenditures:	2021		2020		2019
Triple-net leased properties	$	92,924	$	42,930	$	55,429
Senior living operations	1,463,551		191,891		944,214
Office operations	245,546		372,475		519,129
Total capital expenditures	$	1,802,021	$	607,296	$	1,518,772

Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows (dollars in thousands):


	For the Years Ended December 31,
Revenues:	2021		2020		2019
United States	$	3,363,197	$	3,381,357	$	3,578,341
Canada	434,862		389,205		266,946
United Kingdom	29,948		24,795		27,463
Total revenues	$	3,828,007	$	3,795,357	$	3,872,750


	As of December 31,
Net real estate property:	2021		2020
United States	$	18,562,738	$	17,303,816
Canada	3,007,008		2,983,924
United Kingdom	247,092		262,295
Total net real estate property	$	21,816,838	$	20,550,035

VENTAS, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

(Dollars in thousands)


	For the Years Ended December 31,
	2021		2020		2019
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period	$	26,850,442	$	27,133,514	$	24,973,983
Additions during period:
Acquisitions	2,413,570		249,290		1,941,018
Capital expenditures	423,752		485,479		575,624
Deductions during period:
Foreign currency translation	17,030		80,302		107,508
Other (1)	(1,224,924)		(1,098,143)		(464,619)
Balance at end of period	$	28,479,870	$	26,850,442	$	27,133,514

Accumulated depreciation:
Balance at beginning of period	$	6,967,413	$	6,200,230	$	5,492,310
Additions during period:
Depreciation expense	865,627		809,067		811,936
Dispositions:
Sales and/or transfers to assets held for sale	(401,208)		(82,559)		(116,771)
Foreign currency translation	1,648		40,675		12,755
Balance at end of period	$	7,433,480	$	6,967,413	$	6,200,230

(1)Other may include sales, transfers to assets held for sale and impairments.

VENTAS, INC.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2021

(Dollars in thousands**)**


						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition1		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on which Depreciation In income Statement is Computed
UNITED STATES PROPERTIES
	Senior Housing
		Atria Senior Living	134	$	243,330	$	454,983	$	3,891,742	$	571,695	$	479,650	$	4,438,770	$	4,918,420	$	1,445,165	$	3,473,255	1835 - 2013	2007 - 2021	19 - 52 years
		Brookdale Senior Living	128	48,040		190,736		2,018,166		135,697		190,786		2,153,813		2,344,599		886,010		1,458,589		1915 - 2012	2004 - 2020	35 - 35 years
		Holiday Retirement	91	284,894		186,176		1,869,082		(734)		186,528		1,867,996		2,054,524		193,361		1,861,163		1978 - 2009	2013 - 2021	13 - 54 years
		Sunrise Senior Living	80	—		198,915		2,113,355		209,680		210,789		2,311,161		2,521,950		1,002,870		1,519,080		1987 - 2009	2007 - 2012	35 - 35 years
		Sinceri Senior Living	36	—		59,551		597,082		28,117		58,139		626,611		684,750		222,131		462,619		1974 - 2005	2006 - 2015	35 - 35 years
		Discovery Senior Living	19	—		21,906		251,919		13,347		22,213		264,959		287,172		87,695		199,477		1984 - 2005	2006 - 2014	35 - 35 years
		Koelsch Senior Communities	19	75,179		27,721		292,414		13,578		28,424		305,289		333,713		55,138		278,575		1972 - 2017	2011 - 2017	35 - 35 years
		Priority Life Care Properties	19	—		13,296		147,310		14,854		13,594		161,866		175,460		57,014		118,446		1986 - 2008	2006 - 2019	35 - 35 years
		Sodalis Senior Living	18	—		21,451		208,224		(7,052)		21,613		201,010		222,623		76,312		146,311		1996 - 2007	2006 - 2015	35 - 35 years
		Eclipse Senior Living	14	—		15,697		205,506		10,649		15,940		215,912		231,852		82,504		149,348		1964 - 2000	2006 - 2014	35 - 35 years
		Matthews Senior Living	14	—		11,470		25,011		(15,253)		8,906		12,322		21,228		9,516		11,712		1985 - 2007	2011 - 2011	35 - 35 years
		Avamere Family of Companies	13	—		24,248		151,017		10,151		24,494		160,922		185,416		48,942		136,474		1972 - 2012	2011 - 2015	35 - 35 years
		Azura Memory Care	13	—		6,361		53,002		10,850		7,200		63,013		70,213		18,470		51,743		1990 - 2019	2011 - 2019	35 - 35 years
		Milestone Retirement Communities	13	—		19,769		197,527		2,434		19,769		199,961		219,730		50,706		169,024		1965 - 2011	2011 - 2014	35 - 35 years
		Hawthorn Senior Living	10	58,406		35,668		220,099		—		35,668		220,099		255,767		2,601		253,166		1998 - 2008	2021 - 2021	27 - 50 years
		Meridian Senior Living	10	—		17,977		77,599		1,416		17,977		79,015		96,992		25,575		71,417		1972 - 2012	2011 - 2015	35 - 35 years
		Sonida Senior Living	10	—		14,080		118,512		21,910		14,735		139,767		154,502		53,137		101,365		1977 - 1998	2005 - 2012	35 - 35 years
		Other Senior Housing Operators	77	85,131		115,316		1,038,608		41,486		114,078		1,081,332		1,195,410		293,406		902,004		1964 - 2010	2004 - 2021	8 - 39 years
		Other Senior Housing CIP	2	—		2,983		150		—		2,983		150		3,133		—		3,133		CIP	CIP	CIP
	Total Senior Housing		720	794,980		1,438,304		13,476,325		1,062,825		1,473,486		14,503,968		15,977,454		4,610,553		11,366,901

	Medical Office
		Lillibridge	207	38,872		153,578		2,047,079		438,907		152,144		2,487,420		2,639,564		914,439		1,725,125		1960 - 2016	2004 - 2021	4 - 39 years
		PMB RES	38	235,418		73,863		972,701		103,220		75,134		1,074,650		1,149,784		316,853		832,931		1972 - 2019	2011 - 2019	19 - 35 years
		Other MOBs	65	1,089		113,350		847,812		45,326		110,122		896,366		1,006,488		261,021		745,467		1984 - 2014	2004 - 2018	25 - 35 years
		Other MOBs CIP	1	—		—		—		—		—		—		—		—		—		CIP	CIP	CIP
	Total Medical Office		311	275,379		340,791		3,867,592		587,453		337,400		4,458,436		4,795,836		1,492,313		3,303,523

	Life Science, Research & Innovation
		Wexford	31	206,799		85,744		1,541,924		125,731		85,705		1,667,694		1,753,399		247,370		1,506,029		1923 - 2019	2016 - 2019	15 - 60 years
		Other Life Science	2	—		1,194		76,515		—		1,194		76,515		77,709		4,655		73,054		2010 - 2016	2020 - 2020	35 - 35 years


						Initial Cost to Company						Gross Amount Carried at Close of Period
		Description	Count	Encumbrances		Land and Improvements		Buildings and Improvements		Costs Capitalized Subsequent to Acquisition1		Land and Improvements		Buildings and Improvements		Total		Accumulated Depreciation		NBV		Year of Construction	Year Acquired	Life on which Depreciation In income Statement is Computed
		Other Life Science CIP	8	—		25,910		37,762		—		25,910		37,762		63,672		2,591		61,081		CIP	CIP	CIP
	Total Life Science, Research & Innovation		41	206,799		112,848		1,656,201		125,731		112,809		1,781,971		1,894,780		254,616		1,640,164

	IRFs & LTACs
		Kindred Healthcare	30	—		35,185		238,600		(1,000)		34,185		238,600		272,785		209,361		63,424		1937 - 2013	1976 - 2020	20 - 40 years
		Other IRFs & LTACs	6	—		9,257		151,238		1,068		9,257		152,306		161,563		35,659		125,904		1989 - 2012	2011 - 2015	35 - 36 years
	Total IRFs & LTACs		36	—		44,442		389,838		68		43,442		390,906		434,348		245,020		189,328

	Health Systems
		Ardent Health Services	10	—		98,428		1,126,010		78,104		97,416		1,205,126		1,302,542		216,935		1,085,607		1928 - 2020	2015 - 2020	20 - 47 years

	Skilled Nursing
		Genesis Healthcare	12	—		11,350		164,745		(5,708)		11,350		159,037		170,387		68,573		101,814		1897 - 1995	2004 - 2011	30 - 35 years
		Other Skilled Nursing	4	—		1,636		18,793		1,405		1,816		20,018		21,834		12,970		8,864		1955 - 1990	1991 - 2009	29 - 40 years
	Total Skilled Nursing		16	—		12,986		183,538		(4,303)		13,166		179,055		192,221		81,543		110,678

CANADIAN PROPERTIES
	Senior Housing
		Le Groupe Maurice	34	1,097,568		141,123		1,743,734		116,229		147,622		1,853,464		2,001,086		103,029		1,898,057		2000 - 2020	2019 - 2020	40 - 60 years
		Atria Senior Living	29	—		75,553		845,363		(15,001)		71,248		834,667		905,915		225,639		680,276		1988 - 2008	2014 - 2014	35 - 35 years
		Sunrise Senior Living	12	—		46,600		418,821		(43,105)		40,692		381,624		422,316		167,340		254,976		2000 - 2007	2007 - 2007	35 - 35 years
		Hawthorn Senior Living	6	—		25,172		146,694		—		25,172		146,694		171,866		842		171,024		2006 - 2012	2021 - 2021	35 - 35 years
		Other Senior Housing CIP	2	56,338		20,085		114,855		—		20,085		114,855		134,940		—		134,940		CIP	CIP	CIP
	Total Senior Housing		83	1,153,906		308,533		3,269,467		58,123		304,819		3,331,304		3,636,123		496,850		3,139,273

UNITED KINGDOM PROPERTIES
	Senior Housing
		Canford Healthcare Limited	12	—		42,445		84,181		(9,093)		39,186		78,347		117,533		16,602		100,931		1980 - 2014	2015 - 2017	40 - 40 years

	International Hospital
		Spire Healthcare	3	—		11,903		136,628		(19,499)		10,341		118,692		129,033		19,048		109,985		1980 - 2010	2014 - 2014	50 - 50 years

TOTAL			1,232	$	2,431,064	$	2,410,680	$	24,189,780	$	1,879,409	$	2,432,065	$	26,047,805	$	28,479,870	$	7,433,480	$	121,046,390

VENTAS, INC.

SCHEDULE IV

MORTGAGE LOANS ON REAL ESTATE

December 31, 2021

(Dollars in thousands)


	Location	Number of RE Assets	Interest Rate	Fixed / Variable	Maturity Date	Monthly Debt Service		Face Value		Net Book Value		Prior Liens
Mezzanine Loans
	Multiple	154	6.53%	V	6/9/2022	2,684		486,200		486,200		1,018,440

Total						$	2,684	$	486,200	$	486,200	$	1,018,440


Mortgage Loan Reconciliation

	2021		2020		2019
Beginning Balance	$	552,797	$	642,218	$	427,117
Additions:
New loans	—		66,000		1,234,244
Construction draws	—		—		—
Total additions	—		66,000		1,234,244
Deductions:
Principal repayments	(66,597)		(155,170)		(1,011,353)



Total deductions	(66,597)		(155,170)		(1,011,353)
Effect of foreign currency translation	—		(251)		(7,790)
Ending Balance	$	486,200	$	552,797	$	642,218

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