Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us,” “our,” “Company” and other similar terms in Item 2 of this Quarterly Report on Form 10-Q refer to Ventas, Inc. and its consolidated subsidiaries.

Cautionary Statements

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequent Quarterly Reports on Form 10-Q.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (b) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulations, including evolving laws and regulations regarding data privacy, cybersecurity and environmental matters, and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or rent from, us, which limits our control and influence over such operations and results; (e) the impact of market and general economic conditions on us, our tenants, managers and borrowers and in areas in which our properties are geographically concentrated, including macroeconomic trends and financial market events, such as bank failures and other events affecting financial institutions, market volatility, increases in inflation, changes in or elevated interest and exchange rates, tightening of lending standards and reduced availability of credit or capital, geopolitical conditions, supply chain pressures, rising labor costs and historically low unemployment, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public and private capital markets; (f) our reliance and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, and the financial condition or business prospect of our tenants, managers and borrowers; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us, which could have an adverse impact on our results of operations and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our

subsidiaries’ existing indebtedness; (k) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (l) the risk that our leases or management agreements are not renewed or are renewed on less favorable terms, that our tenants or managers default under those agreements or that we are unable to replace tenants or managers on a timely basis or on favorable terms, if at all; (m) our ability to identify and consummate future investments in, or dispositions of, healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (n) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (o) our ability to attract and retain talented employees; (p) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply with such requirements; (q) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (r) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (s) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (t) our exposure to various operational risks, liabilities and claims from our operating assets; (u) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (v) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real estate industry, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (w) the risk of damage to our reputation; (x) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (y) the risk of exposure to unknown liabilities from our investments in properties or businesses; (z) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (aa) the failure to maintain effective internal controls, which could harm our business, results of operations and financial condition; (bb) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (cc) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (dd) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change; (ee) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (ff) the other factors set forth in our periodic filings with the SEC.

Note Regarding Third-Party Information

This Quarterly Report includes information that has been derived from SEC filings that have been provided to us by our tenants and managers or been derived from SEC filings or other publicly available information of our tenants and managers. We believe that such information is accurate and that the sources from which it has been obtained are reliable. However, we cannot guarantee the accuracy of such information and have not independently verified the assumptions on which such information is based.

Company Overview

Ventas, Inc., an S&P 500 company, is a real estate investment trust operating at the intersection of healthcare and real estate. We hold a portfolio that includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of September 30, 2024, we owned or had investments in approximately 1,350 properties (including properties classified as held for sale and unconsolidated properties). Our company is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. In order to maintain our qualification as a REIT, we must satisfy a number of highly technical requirements, which impact how we invest in, operate or manage our assets.

We operate through three reportable business segments: senior housing operating portfolio, which we also refer to as “SHOP,” outpatient medical and research portfolio, which we also refer to as “OM&R,” and triple-net leased properties, which we also refer to as “NNN.” Non-segment assets consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable as well as investments in unconsolidated entities. Our investments in unconsolidated entities include investments made through our third-party institutional capital management business, Ventas Investment Management (“VIM”). Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund.

Our chief operating decision maker evaluates performance of the combined properties in each reportable segment and determines how to allocate resources to these segments based on net operating income (“NOI”) for each segment. See our Consolidated Financial Statements and the related notes, including “Note 16 – Segment Information,” included in Item 1 of this Quarterly Report on Form 10-Q.

The following table summarizes information for our consolidated reportable business segments and non-segment assets for the nine months ended September 30, 2024 (dollars in thousands):


Segment	Total NOI (1)		Percentage of Total NOI		Number of Consolidated Properties
Senior housing operating portfolio (SHOP)	$	631,706	41.3	%	591
Outpatient medical and research portfolio (OM&R)	435,938		28.5	%	426
Triple-net leased properties (NNN)	453,028		29.6	%	302
Non-segment (2)	10,716		0.7	%	—
	$	1,531,388	100	%	1,319

(1) “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional capital management business, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments.

We enable exceptional environments that benefit a large and growing aging population. We aim to enhance shareholder value by delivering consistent superior total returns through a strategy of (1) delivering profitable organic growth in senior housing, (2) capturing value creating external growth opportunities focused on senior housing, (3) driving strong cash flow generation throughout our portfolio and (4) preserving and enhancing financial strength, flexibility and liquidity.

Our ability to access capital in a timely and cost-effective manner is critical to the success of our business strategy because it affects our ability to satisfy existing obligations, including the repayment of maturing indebtedness, and to make future investments. Factors such as general market conditions, interest rates, credit ratings on our securities, expectations of our potential future earnings and cash distributions and the trading price of our common stock impact our access to and cost of external capital. For that reason, we generally attempt to match the long-term duration of our investments in real property with long-term financing through the issuance of shares of our common stock or the incurrence of long-term fixed rate debt.

Market Trends

Our operations have historically been and are expected to continue to be impacted by economic and market conditions. We expect senior housing to benefit from strong supply/demand fundamentals, including robust projected demand growth combined with low projected supply growth.

The performance and growth of our business will also depend on the broader macroeconomic environment, including interest rates, inflation and GDP growth.

See “Risk Factors” in Part I, Item 1A of the 2023 Annual Report for additional discussion of risks affecting our business.

2024 Highlights

Investments and Dispositions

*•*During the nine months ended September 30, 2024, we acquired 11 senior housing communities reported within our SHOP segment and five long term acute care hospitals (“LTACs”) reported within our triple-net leased properties segment for an aggregate purchase price of $516.1 million.

In October 2024, we acquired 25 senior housing communities reported within our SHOP segment for $923.0 million.
During the nine months ended September 30, 2024, we sold 17 senior housing communities, 12 outpatient medical buildings (one of which was vacant) and 23 triple-net leased properties for aggregate consideration of $261.4 million and recognized $50.3 million in gain on real estate dispositions in our Consolidated Statements of Income.
In October 2024, we sold two senior housing communities and part of a research building for aggregate consideration of $39.2 million.

Liquidity and Capital

As of September 30, 2024, we had $4.0 billion in liquidity, including availability under our revolving credit facility, cash and cash equivalents on hand and unsettled forward sales agreements, with no borrowings outstanding under our commercial paper program.

Senior Notes

*•*In February 2024, Ventas Canada Finance Limited (“Ventas Canada”) issued and sold C$650.0 million ($478.3 million) aggregate principal amount of 5.10% Senior Notes, Series J due 2029 in a private placement. The proceeds were primarily used to repay a C$500.0 million ($369.4 million) unsecured term loan facility due 2025.

In April and May 2024, we repaid $800.0 million senior notes consisting of $400.0 million aggregate principal amount of 3.50% Senior Notes due 2024 and $400.0 million aggregate principal amount of 3.75% Senior Notes due 2024 at maturity primarily with cash on hand and through our commercial paper program.
In April 2024, we repaid C$73.0 million ($53.4 million) aggregate principal amount of 2.80% Senior Notes, Series E due 2024 at maturity with cash on hand.
In May 2024, Ventas Realty issued and sold $500.0 million aggregate principal amount of 5.625% Senior Notes due 2034 in a registered public offering. The proceeds were primarily used to repay balances outstanding under our commercial paper program.
In September 2024, Ventas Realty issued and sold $550.0 million aggregate principal amount of 5.00% Senior Notes due 2035 in a registered public offering. We intend to use the proceeds for general corporate purposes, which may include funding of acquisitions or the repayment of other indebtedness.
In September 2024, we repaid C$163.3 million ($120.8 million) aggregate principal amount of 4.125% Senior Notes due 2024 at maturity with cash on hand.

Mortgages

*•*In February 2024, we entered into a C$52.8 million ($39.1 million) fixed rate mortgage loan, which accrues interest at 4.644%, matures in 2029 and is secured by one senior housing community in Canada.

In April 2024, we entered into an aggregate C$103.0 million ($75.5 million) fixed rate mortgage loans, which accrue interest at a blended rate of 4.90%, mature in 2029 and are secured by two senior housing communities in Canada.
In May 2024, we entered into a $52.3 million fixed rate mortgage loan, which accrues interest at 6.02%, matures in 2034 and is secured by one outpatient medical building in California.

Equity Offerings

In September 2024, we entered into an “at-the-market” equity offering program (“2024 ATM Program”), which provides for the sale, from time to time, of up to $2.0 billion aggregate gross sales price of shares of our common stock. In connection with our entry into the 2024 ATM Program, we terminated our prior “at-the-market” equity offering program (together with the 2024 ATM Program, the “ATM Programs”) under the ATM Sales Agreement dated November 8, 2021 and amended February 20, 2024, pursuant to which we previously, from time to time, could sell up to $1.0 billion aggregate gross sales price of shares of our common stock. The ATM Programs have allowed us to enter into forward sales agreements, discussed below. By utilizing a forward sales agreement, we can secure a share price on the sale of shares of our common stock at or shortly after the time the forward sales agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date.
As of September 30, 2024, the remaining amount available under our 2024 ATM Program for future sales of our common stock was $1.9 billion.

ATM Share Issuances

During the three months ended September 30, 2024, we issued 5.9 million shares of our common stock under our ATM Programs for gross proceeds of $362.6 million, representing an average price of $61.22 per share, of which 4.5 million shares and $282.0 million of gross proceeds were issued and settled via forward sales agreements. During the nine months ended September 30, 2024, we issued 16.4 million shares of our common stock under our ATM Programs for gross proceeds of $862.0 million, representing an average price of $52.70 per share, of which 4.5 million shares and $282.0 million of gross proceeds were issued and settled via forward sales agreements.

Forward Sales Agreements

As of September 30, 2024, we have unsettled forward sales agreements for 2.6 million shares or approximately $158.6 million in gross proceeds with varying maturity dates through December 2025.
In October 2024, we entered into additional unsettled forward sales agreements for 0.8 million shares or approximately $51.0 million in gross proceeds with varying maturity dates through December 2025.

Other Items

In September 2024, we entered into agreements (collectively the “2024 Kindred Agreements”) with Kindred Healthcare, LLC (with its subsidiaries, “Kindred”) and its parent companies (“ScionHealth”) with respect to, among other things, certain LTACs whose lease term was scheduled to mature under the Kindred Master Lease on April 30, 2025 (the “Group 2 LTACs”). Under the 2024 Kindred Agreements, among other things, (i) the current term of the Kindred Master Lease for 20 of the Group 2 LTACs (the “Extended Group 2 LTACs”) was extended to April 30, 2030, (ii) the cash contractual base rent commencing May 1, 2025 on the Extended Group 2 LTACs was established at $80 million with annual 2.75% escalators through the extended lease maturity date of April 30, 2030, (iii) we were granted the right to receive additional revenue-sharing rent annually if certain thresholds are met, and (iv) we received warrants for 9.9% of the common equity of ScionHealth exercisable at its pre-transaction value. The current term for the remaining three Group 2 LTACs will expire on April 30, 2025 (the “Non-Renewing Group 2 LTACs”). Kindred is contractually required to continue to pay rent on the Non-Renewing Group 2 LTACs until then. For the Non-Renewing Group 2 LTACs, there are other options we may choose to pursue, including, without limitation, transitions to replacement operators, conversions of properties to alternative uses and sale transactions. We also acquired five LTACs from Kindred for gross proceeds of approximately $189 million (the “Group 3 LTACs”) and these Group 3 LTACs were added to the Kindred Master Lease for a term expiring on September 30, 2034.
As of September 30, 2024, we held an approximately 6.7% ownership interest in Ardent. One of our executive officers is currently a member of the Ardent Board of Directors. Going forward, we have the right (but not the obligation) to nominate one member of the Ardent Board of Directors for so long as we beneficially own 4% or more of the total voting power of the outstanding common stock of Ardent, pursuant to our nomination agreement with Ardent. Following Ardent’s initial public offering, which was consummated in July 2024, our equity stake in Ardent decreased from the issuance of primary shares from 7.5% to approximately 6.7%, which resulted in a gain of $8.7 million for the three and nine months ended September 30, 2024, which is included in income (loss) from unconsolidated entities in our Consolidated Statements of Income.

Concentration Risk

We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and tenants, operators and managers. We evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular tenant, operator or manager. Operations mix measures the percentage of our operating results that is attributed to a particular tenant, operator or manager, geographic location or business model. See “Note 3 – Concentration of Credit Risk” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure on the concentration of our credit risk.

The following tables reflect our concentration risk as of the dates and for the periods presented:


	As of September 30, 2024		As of December 31, 2023
Investment mix by asset type (1):
Senior housing communities	66.0	%	65.8	%
Outpatient medical buildings	20.4		20.4
Research centers	5.5		5.7
Other healthcare facilities	4.8		4.8
Inpatient rehabilitation facilities (“IRFs”) and long term acute care hospitals (“LTACs”)	2.1		1.5
Skilled nursing facilities (“SNFs”)	1.2		1.7
Secured loans receivable and investments, net	—		0.1
Total	100.0	%	100.0	%
Investment mix by tenant, operator and manager (1):
Atria	22.2	%	23.5	%
Lillibridge	10.1		10.2
Sunrise	10.3		9.0
Brookdale	7.0		7.7
Le Groupe Maurice	6.8		7.0
Wexford	5.3		5.4
Ardent	5.1		5.1
Kindred	1.4		0.8
All other	31.8		31.3
Total	100.0	%	100.0	%

(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale, development properties not yet operational and land parcels) as of each reporting date.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Operations mix by tenant and operator and business model:
Revenues (1):
SHOP	68.4	%	65.7	%	68.1	%	65.6	%
Brookdale (2)	3.1		3.3		3.1		3.4
Ardent (3)	2.8		2.9		2.8		3.0
Kindred	2.8		2.9		2.8		3.0

All others	22.9		25.2		23.2		25.0
Total	100.0	%	100.0	%	100.0	%	100.0	%
Net operating income (“NOI”):
SHOP	41.7	%	36.9	%	41.3	%	36.6	%
Brookdale (2)	7.3		7.6		7.3		7.8
Ardent (3)	6.7		6.8		6.7		6.9
Kindred	6.8		6.8		6.7		6.8

All others	37.5		41.9		38.0		41.9
Total	100.0	%	100.0	%	100.0	%	100.0	%
Operations mix by geographic location (4):
California	13.5	%	13.4	%	13.5	%	13.8	%
New York	7.0		7.4		7.1		7.5
Texas	6.5		6.4		6.5		6.5
Quebec	5.9		5.9		5.9		5.9
Pennsylvania	4.9		5.2		5.0		5.2
All others	62.2		61.7		62.0		61.1
Total	100.0	%	100.0	%	100.0	%	100.0	%

(1)Represents percentage of total revenues which include third party capital management revenues, income from loans and investments and interest and other income.

(2)Results exclude 9 senior housing communities which are included in our SHOP segment.

(3)Results exclude 19 outpatient medical buildings included in “All others.”

(4)Ratios are based on total revenues (including amounts related to assets classified as held for sale) for each period presented.

See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the SEC instructions to Form 10-Q and Article 10 of Regulation S-X. 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 periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions and, in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.

Our 2023 Annual Report contains additional information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to these policies in 2024.

Recent Accounting Standards

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are finalizing our assessment of the impact of adopting ASU 2023-07 and expect to disclose additional expense details and the title of our CODM in our Form 10-K for the year ended December 31, 2024.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are evaluating the impact of adopting ASU 2023-09 on our Consolidated Financial Statements.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact of this rule on our Consolidated Financial Statements.

Results of Operations

As of September 30, 2024, we operated through three reportable business segments: senior housing operating portfolio, outpatient medical and research portfolio and triple-net leased properties. In our SHOP segment, we invest in senior housing communities throughout the United States and Canada and engage operators to operate those communities. In our outpatient medical and research portfolio segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers throughout the United States. In our triple-net leased properties segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long term acute care hospitals (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities throughout the United States and the United Kingdom and lease those properties to tenants 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. Information provided for “non-segment” 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. Non-segment assets consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable as well as investments in unconsolidated entities. Our investments in unconsolidated entities include investments made through our third-party institutional capital management business, Ventas Investment Management (“VIM”).

Our chief operating decision maker evaluates performance of the combined properties in each reportable business segment and determines how to allocate resources to those segments based on NOI for each segment. For further information regarding our reportable business segments and a discussion of our definition of NOI, see “Note 16 – Segment Information” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Three Months Ended September 30, 2024 and 2023

The table below shows our results of operations for the three months ended September 30, 2024 and 2023 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):


	For the Three Months Ended September 30,				Increase (Decrease) to Net Income
	2024		2023		$		%
NOI:
SHOP	$	213,982	$	180,702	$	33,280	18.4	%
Outpatient medical and research portfolio	144,096		148,073		(3,977)		(2.7)
Triple-net leased properties	150,970		155,965		(4,995)		(3.2)
Non-segment	4,102		4,389		(287)		(6.5)
Total NOI	513,150		489,129		24,021		4.9
Interest and other income	8,204		2,754		5,450		197.9
Interest expense	(150,437)		(147,919)		(2,518)		(1.7)
Depreciation and amortization	(304,268)		(370,377)		66,109		17.8
General, administrative and professional fees	(35,092)		(33,297)		(1,795)		(5.4)
Loss on extinguishment of debt, net	—		(612)		612		100.0
Transaction, transition and restructuring costs	(8,580)		(7,125)		(1,455)		(20.4)
Recovery of allowance on loans receivable and investments, net	56		66		(10)		(15.2)


Other expense	(3,935)		(9,432)		5,497		58.3
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	19,098		(76,813)		95,911		124.9
Income (loss) from unconsolidated entities	4,629		(5,119)		9,748		190.4
Gain on real estate dispositions	271		10,711		(10,440)		(97.5)
Income tax (expense) benefit	(3,002)		1,662		(4,664)		nm

Net income (loss)	20,996		(69,559)		90,555		130.2
Net income attributable to noncontrolling interests	1,753		1,565		188		12.0
Net income (loss) attributable to common stockholders	$	19,243	$	(71,124)	$	90,367	127.1

nm - not meaningful

NOI—SHOP

The following table summarizes results of operations in our SHOP segment, including assets sold or classified as held for sale as of September 30, 2024 (dollars in thousands):


	For the Three Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
NOI—SHOP:
Resident fees and services	$	845,532	$	754,417	$	91,115	12.1	%
Less: Property-level operating expenses	(631,550)		(573,715)		(57,835)		(10.1)
NOI	$	213,982	$	180,702	$	33,280	18.4


	Number of Properties at September 30,		Average Unit Occupancy for the Three Months Ended September 30,				Average Monthly Revenue Per Occupied Room for the Three Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Total communities	591	583	85.3	%	81.6	%	$	4,937	$	4,715

Resident fees and services include all amounts earned from residents at our senior housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Property-level operating expenses related to our SHOP segment include labor, food, utilities, marketing, management and other costs of operating the properties. For senior housing communities in our SHOP segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.

The NOI increase in our SHOP segment for the three months ended September 30, 2024 compared to the same period in 2023 was primarily driven by positive trends in occupancy and revenue per occupied room in 2024, the addition of communities acquired in our SHOP segment and conversions from our triple-net leased properties to our SHOP segment. The revenue increase is partially offset by higher operating expenses, driven by the additions to our SHOP segment and an increase in occupancy in our same-store portfolio.

The following table compares results of operations for our 488 same-store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures**—**NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding same-store NOI for each of our reportable business segments.


	For the Three Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
Same-Store NOI—SHOP:
Resident fees and services	$	735,948	$	676,734	$	59,214	8.7	%
Less: Property-level operating expenses	(542,324)		(508,870)		(33,454)		(6.6)
NOI	$	193,624	$	167,864	$	25,760	15.3


	Number of Properties at September 30,		Average Unit Occupancy for the Three Months Ended September 30,				Average Monthly Revenue Per Occupied Room for the Three Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Same-store communities	488	488	87.0	%	83.5	%	$	5,001	$	4,789

The NOI increase in our same-store SHOP segment for the three months ended September 30, 2024 compared to the same period in 2023 was primarily driven by positive trends in occupancy and revenue per occupied room in 2024, partially offset by higher operating expenses driven by an increase in occupancy in 2024.

NOI—Outpatient Medical and Research Portfolio

The following table summarizes results of operations in our outpatient medical and research portfolio segment, including assets sold or classified as held for sale as of September 30, 2024 (dollars in thousands). For properties in our outpatient medical and research portfolio segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.


	For the Three Months Ended September 30,				(Decrease) Increase to NOI
	2024		2023		$		%
NOI—Outpatient Medical and Research Portfolio:
Rental income	$	220,957	$	226,326	$	(5,369)	(2.4)	%
Third party capital management revenues	618		662		(44)		(6.6)
Total revenues	221,575		226,988		(5,413)		(2.4)
Less:
Property-level operating expenses	(77,479)		(78,915)		1,436		1.8

NOI	$	144,096	$	148,073	$	(3,977)	(2.7)


	Number of Properties at September 30,		Occupancy at September 30,				Annualized Average Rent Per Occupied Square Foot for the Three Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Total outpatient medical and research portfolio	426	442	87.7	%	87.6	%	$	38	$	37

The NOI decrease in our outpatient medical and research portfolio segment for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to dispositions, partially offset by leasing activity, improved parking revenues and a development project placed in service.

The following table compares results of operations for our 416 same-store outpatient medical and research portfolio (dollars in thousands):


	For the Three Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
Same-Store NOI—Outpatient Medical and Research Portfolio:
Rental income	$	209,421	$	204,307	$	5,114	2.5	%
Less: Property-level operating expenses	(71,046)		(68,084)		(2,962)		(4.4)
NOI	$	138,375	$	136,223	$	2,152	1.6


	Number of Properties at September 30,		Occupancy at September 30,				Annualized Average Rent Per Occupied Square Foot for the Three Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Same-store outpatient medical and research portfolio	416	416	89.8	%	89.5	%	$	38	$	37

The NOI increase in our same-store outpatient medical and research portfolio segment for the three months ended September 30, 2024 compared to the same period in 2023 was primarily driven by leasing activity, high tenant retention and improved parking revenues.

NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our 302 triple-net leased properties segment, including assets sold or classified as held for sale as of September 30, 2024 (dollars in thousands):


	For the Three Months Ended September 30,				Decrease to NOI
	2024		2023		$		%
NOI—Triple-Net Leased Properties:
Rental income	$	155,349	$	159,812	$	(4,463)	(2.8)	%
Less: Property-level operating expenses	(4,379)		(3,847)		(532)		(13.8)
NOI	$	150,970	$	155,965	$	(4,995)	(3.2)

In our triple-net leased properties segment, our revenues generally consist of fixed rental amounts (subject to contractual escalations) received from our tenants in accordance with the applicable lease terms. We report revenues and property-level operating expenses within our triple-net leased properties segment for real estate tax and insurance expenses that are paid from escrows collected from our tenants.

The NOI decrease in our triple-net leased properties for the three months ended September 30, 2024 compared to the same period in 2023 was primarily driven by communities that converted to our SHOP segment and dispositions, partially offset by contractual rent escalators and acquisitions in 2024. Rental income includes the amortization of the upfront consideration received, totaling $234.6 million (“2020 Consideration”), from Brookdale Senior Living, Inc. as part of the lease renewal agreement reached in 2020. As of September 30, 2024, approximately $181.3 million of such 2020 Consideration has been amortized, leaving approximately $53.3 million unamortized.

Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our triple-net leased properties segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net financials are delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates for the second quarter of 2024 and 2023 related to the triple-net leased properties we owned at September 30, 2024 and 2023, respectively. The table excludes non-stabilized properties, properties owned through investments in unconsolidated real estate entities, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.


	Number of Properties Owned at September 30, 2024	Average Occupancy for the Three Months Ended June 30, 2024	Number of Properties Owned at September 30, 2023	Average Occupancy for the Three Months Ended June 30, 2023
Senior housing communities	199	77.9%	227	77.1%
SNFs	19	84.6	16	83.0
IRFs and LTACs	40	55.9	36	54.1

The following table compares results of operations for our 287 same-store triple-net leased properties (dollars in thousands):


	For the Three Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
Same-Store NOI—Triple-Net Leased Properties:
Rental income	$	148,092	$	144,755	$	3,337	2.3	%
Less: Property-level operating expenses	(4,299)		(3,595)		(704)		(19.6)
NOI	$	143,793	$	141,160	$	2,633	1.9

The NOI increase in our same-store triple-net leased portfolio for the three months ended September 30, 2024 compared to the same period in 2023 was primarily driven by contractual rent escalators in 2024.

NOI—Non-Segment

Non-segment NOI includes management fees and promote revenues, net of expenses, related to our third-party institutional capital management business, income from loans and investments and various corporate-level expenses not directly attributable to any of our three reportable business segments. Non-segment NOI for the three months ended September 30, 2024 compared to the same period in 2023 was relatively consistent.

Company Results

Interest and other income

The $5.5 million increase in interest and other income for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to interest income earned on cash invested in short-term money market funds.

Interest expense

The $2.5 million increase in interest expense, net of higher capitalized interest of $0.8 million, for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to an increase of $3.6 million due to higher effective interest rates, partially offset by a decrease of $0.4 million due to lower debt balances. Our weighted average effective interest rate was 4.44% and 4.33% for the three months ended September 30, 2024 and 2023, respectively. Our weighted average debt outstanding was $13.42 billion and $13.46 billion for the three months ended September 30, 2024 and 2023, respectively.

Depreciation and amortization

The $66.1 million decrease in depreciation and amortization expense for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to a $55.2 million decrease in impairments, an $18.7 million decrease in amortization related to intangible assets that were fully amortized in 2024, partially offset by an $8.5 million increase in depreciation and amortization related to properties acquired or placed into service during or after the third quarter of 2023.

General, administrative and professional fees

The $1.8 million increase in general, administrative and professional fees for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to lower turnover and inflationary increases.

Loss on extinguishment of debt, net

The $0.6 million change in loss on extinguishment of debt, net for the three months ended September 30, 2024 was primarily due to a loss recognized in 2023 in connection with the repayment of a loan prior to maturity.

Transaction, transition and restructuring costs

Transaction, transition and restructuring costs include transition and integration expenses incurred by properties that have undergone operator or business model transitions; costs and expenses relating to mergers, acquisitions, investments, leases, management agreements and similar arrangements, strategic transactions, such as spin-offs, joint ventures, partnerships and minority investments, and other transactions; and costs and expenses related to organizational or other restructuring activities. The $1.5 million increase in transaction, transition and restructuring costs for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to costs incurred in connection with the lease amendment in the 2024 Kindred Agreements, partially offset by higher transition costs in 2023.

Recovery of allowance on loans receivable and investments, net

Recovery of allowance on loans receivable and investments, net for the three months ended September 30, 2024 compared to the same period in 2023 was relatively consistent.

Other expense

Other expense includes the changes in fair value of stock warrants, net expenses or recoveries related to significant disruptive events and other expenses or income. The $5.5 million decrease in other expense for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to a $4.5 million change in the fair value of stock warrants. For the three months ended September 30, 2024 and 2023, we recognized unrealized loss of $1.0 million and $5.5 million, respectively, relating to the change in fair value of stock warrants.

Income (loss) from unconsolidated entities

The $9.7 million change in income (loss) from unconsolidated entities for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to a $8.7 million gain recognized following Ardent’s initial public offering in July 2024 and the resulting decrease in our equity stake in Ardent from 7.5% to approximately 6.7% .

Gain on real estate dispositions

The $10.4 million decrease in gain on real estate dispositions for the three months ended September 30, 2024 compared to the same period in 2023 was primarily due to a net gain of $0.3 million recognized on the sale of four properties in 2024, partially offset by a net gain of $10.7 million recognized in 2023 on the sale of seven properties.

Income tax (expense) benefit

The $3.0 million income tax expense for the three months ended September 30, 2024 is primarily due to the enactment of Bill C-59 in Canada, which limits the amount of interest expense we can deduct with respect to our Canadian entities. The impact of the interest limitation was partially offset by reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities and losses in certain of our TRS entities. The $1.7 million income tax benefit for the three months ended September 30, 2023 was primarily due to losses in certain of our TRS entities as well as an $8.0 million benefit from internal restructurings of our U.S. TRS entities.

Nine Months Ended September 30, 2024 and 2023

The table below shows our results of operations for the nine months ended September 30, 2024 and 2023 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):


	For the Nine Months Ended September 30,				Increase (Decrease) to Net Income
	2024		2023		$		%
NOI:
SHOP	$	631,706	$	525,977	$	105,729	20.1	%
Outpatient medical and research portfolio	435,938		428,987		6,951		1.6
Triple-net leased properties	453,028		452,726		302		0.1
Non-segment	10,716		28,376		(17,660)		(62.2)
Total NOI	1,531,388		1,436,066		95,322		6.6
Interest and other income	19,809		5,529		14,280		nm
Interest expense	(449,629)		(419,259)		(30,370)		(7.2)
Depreciation and amortization	(944,371)		(957,185)		12,814		1.3
General, administrative and professional fees	(121,556)		(112,494)		(9,062)		(8.1)
(Loss) gain on extinguishment of debt, net	(672)		6,189		(6,861)		(110.9)
Transaction, transition and restructuring costs	(16,143)		(11,580)		(4,563)		(39.4)
Recovery of allowance on loans receivable and investments, net	166		20,195		(20,029)		(99.2)
Shareholder relations matters	(15,751)		—		(15,751)		nm
Gain on foreclosure of real estate	—		29,127		(29,127)		100.0
Other (expense) income	(10,729)		765		(11,494)		nm
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(7,488)		(2,647)		(4,841)		nm
(Loss) income from unconsolidated entities	(5,406)		20,512		(25,918)		(126.4)
Gain on real estate dispositions	50,282		22,317		27,965		125.3
Income tax (expense) benefit	(7,764)		14,237		(22,001)		(154.5)

Net income	29,624		54,419		(24,795)		(45.6)
Net income attributable to noncontrolling interests	5,306		4,573		(733)		(16.0)
Net income attributable to common stockholders	$	24,318	$	49,846	$	(25,528)	(51.2)

nm - not meaningful

NOI—Senior Housing Operating Portfolio

The following table summarizes results of operations in our SHOP segment, including assets sold or classified as held for sale as of September 30, 2024 (dollars in thousands):


	For the Nine Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
NOI—SHOP:
Resident fees and services	$	2,476,436	$	2,184,024	$	292,412	13.4	%
Less: Property-level operating expenses	(1,844,730)		(1,658,047)		(186,683)		(11.3)
NOI	$	631,706	$	525,977	$	105,729	20.1


	Number of Properties at September 30,		Average Unit Occupancy For the Nine Months Ended September 30,				Average Monthly Revenue Per Occupied Room For the Nine Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Total communities	591	583	83.9	%	80.9	%	$	4,921	$	4,674

The NOI increase in our SHOP segment for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily driven by positive trends in occupancy and revenue per occupied room, conversions from our triple-net leased properties to our SHOP segment and the addition of communities acquired in our SHOP segment. The revenue increase is partially offset by higher operating expenses in 2024, driven by the additions to our SHOP segment and an increase in occupancy in our same-store portfolio.

The following table compares results of operations for our 473 same-store SHOP communities (dollars in thousands):


	For the Nine Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
Same-Store NOI—SHOP:
Resident fees and services	$	2,065,939	$	1,909,128	$	156,811	8.2	%
Less: Property-level operating expenses	(1,506,304)		(1,424,996)		(81,308)		(5.7)
NOI	$	559,635	$	484,132	$	75,503	15.6


	Number of Properties at September 30,		Average Unit Occupancy For the Nine Months Ended September 30,				Average Monthly Revenue Per Occupied Room For the Nine Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Same-store communities	473	473	85.9	%	82.8	%	$	4,920	$	4,715

The NOI increase in our same-store SHOP segment for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily driven by positive trends in occupancy and revenue per occupied room in 2024, partially offset by higher operating expenses driven by an increase in occupancy.

NOI—Outpatient Medical and Research Portfolio


	For the Nine Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
NOI—Outpatient Medical and Research Portfolio:
Rental income	$	658,687	$	645,137	$	13,550	2.1	%
Third party capital management revenues	1,954		1,849		105		5.7
Total revenues	660,641		646,986		13,655		2.1
Less:
Property-level operating expenses	(224,703)		(217,999)		(6,704)		(3.1)

NOI	$	435,938	$	428,987	$	6,951	1.6


	Number of Properties at September 30,		Occupancy at September 30,				Annualized Average Rent Per Occupied Square Foot For the Nine Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Total outpatient medical and research portfolio	426	442	87.7	%	87.6	%	$	38	$	37

The NOI increase in our outpatient medical and research portfolio segment for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to properties acquired, leasing activity, improved parking revenues and a development project placed in service, partially offset by dispositions and higher operating expenses.

The following table compares results of operations for our 337 same-store outpatient medical and research portfolio (dollars in thousands):


	For the Nine Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
Same-Store NOI—Outpatient Medical and Research Portfolio:
Rental income	$	562,713	$	545,847	$	16,866	3.1	%
Less: Property-level operating expenses	(181,275)		(173,550)		(7,725)		(4.5)
NOI	$	381,438	$	372,297	$	9,141	2.5


	Number of Properties at September 30,		Occupancy at September 30,				Annualized Average Rent Per Occupied Square Foot For the Nine Months Ended September 30,
	2024	2023	2024		2023		2024		2023
Same-store outpatient medical and research portfolio	337	337	90.9	%	90.9	%	$	38	$	37

The NOI increase in our same-store outpatient medical and research portfolio segment for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to leasing activity and high tenant retention at higher rates.

NOI—Triple-Net Leased Properties


	For the Nine Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
NOI—Triple-Net Leased Properties:
Rental income	$	464,651	$	463,906	$	745	0.2	%
Less: Property-level operating expenses	(11,623)		(11,180)		(443)		(4.0)
NOI	$	453,028	$	452,726	$	302	0.1

The NOI increase in our triple-net leased properties for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily driven by acquisitions and contractual rent escalators, partially offset by rental income from communities that converted to our SHOP segment and dispositions.

The following table compares results of operations for our 265 same-store triple-net leased properties (dollars in thousands):


	For the Nine Months Ended September 30,				Increase (Decrease) to NOI
	2024		2023		$		%
Same-Store NOI—Triple-Net Leased Properties:
Rental income	$	430,717	$	425,279	$	5,438	1.3	%
Less: Property-level operating expenses	(10,698)		(9,671)		(1,027)		(10.6)
NOI	$	420,019	$	415,608	$	4,411	1.1

The NOI increase in our same-store triple-net leased properties segment for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily driven by contractual rent escalators.

NOI—Non-Segment

Non-segment NOI includes management fees and promote revenues, net of expenses, related to our third-party institutional capital management business, income from loans and investments and various corporate-level expenses not directly attributable to any of our three reportable business segments. The $17.7 million decrease in non-segment NOI for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to the conversion of the outstanding principal amount of a loan to equity in May 2023.

Company Results

Interest and other income

The $14.3 million increase in interest and other income for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to interest income earned on cash invested in short-term money market funds.

Interest expense

The $30.4 million increase in interest expense, net of higher capitalized interest of $1.8 million, for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to an increase of $20.5 million due to higher effective interest rates and an increase of $14.5 million due to higher debt balances. Our weighted average effective interest rate was 4.40% and 4.19% for the nine months ended September 30, 2024 and 2023, respectively. Our weighted average debt outstanding was $13.4 billion and $13.0 billion for the nine months ended September 30, 2024 and 2023, respectively.

Depreciation and amortization

The $12.8 million decrease in depreciation and amortization expense for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to a $26.5 million decrease in impairments, an $18.7 million decrease in amortization related to intangible assets that were fully amortized in 2024 and a $16.2 million decrease in depreciation and amortization related to properties sold after September 30, 2023, partially offset by a $43.6 million increase in depreciation and amortization primarily related to properties acquired or placed into service during 2023.

General, administrative and professional fees

The $9.1 million increase in general, administrative and professional fees for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to lower turnover and inflationary increases.

(Loss) gain on extinguishment of debt, net

The $6.9 million decrease to gain on extinguishment of debt, net for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to $8.3 million of gain recognized in 2023 in connection with the repurchase of outstanding indebtedness in 2023 as a result of cash tender offers.

Transaction, transition and restructuring costs

Transaction, transition and restructuring costs include transition and integration expenses incurred by properties that have undergone operator or business model transitions; costs and expenses relating to mergers, acquisitions, investments, leases, management agreements and similar arrangements, strategic transactions, such as spin-offs, joint ventures, partnerships and minority investments, and other transactions; and costs and expenses related to organizational or other restructuring activities. The $4.6 million increase in transaction, transition and restructuring costs for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to costs incurred in connection with the lease amendment in the 2024 Kindred Agreements, partially offset by higher transition costs in 2023.

Recovery of allowance on loans receivable and investments, net and Gain on foreclosure of real estate

For the nine months ended September 30, 2023, in connection with the Company’s equitization of a mezzanine loan, the Company recognized $49 million in income composed of the derecognition and reversal of a previously recorded allowance and a gain on foreclosure of real estate. These items did not recur in 2024 resulting in $49 million less in income compared to the nine months ended September 30, 2024 (on the recovery of allowance on loans receivable and investments, net and gain on foreclosure of real estate lines).

Shareholder relations matters

Shareholder relations matters for the nine months ended September 30, 2024 relates to proxy advisory costs related to our response to a proxy campaign associated with the Company’s 2024 annual meeting. There were no such costs incurred for the nine months ended September 30, 2023.

Other (expense) income

Other expense includes the changes in fair value of stock warrants, net expenses or recoveries related to significant disruptive events and other expenses or income. The $11.5 million change in other (expense) income for the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to a $10.9 million decrease in insurance reimbursements received in 2024, net of impairments for damages caused by significant disruptive events.

(Loss) income from unconsolidated entities

The $25.9 million increase in loss from unconsolidated entities for the nine months ended September 30, 2024 compared to the same period in 2023 is primarily due to a $1.1 million increase in net losses incurred in our equity method investees, a $33.5 million gain recognized upon the sale of approximately 24% of our 9.8% ownership interest in Ardent in May 2023, partially offset by a $8.7 million gain recognized following Ardent’s initial public offering in July 2024 and the resulting decrease in our equity stake from 7.5% to approximately 6.7%.

Gain on real estate dispositions

The $28.0 million increase in gain on real estate dispositions was primarily due to a net gain of $50.3 million recognized during the nine months ended September 30, 2024 for the sale of 52 properties, partially offset by a net gain of $22.3 million in 2023 for the sale of 23 properties.

Income tax (expense) benefit

The $7.8 million of income tax expense for the nine months ended September 30, 2024 is primarily due to the enactment of Bill C-59 in Canada, which limits the amount of interest expense we can deduct with respect to our Canadian entities. Bill C-59 is retrospectively applied to October 1, 2023 and the cumulative effect tax of such interest limitation was recognized in the second quarter of 2024. The impact of the interest limitation was partially offset by reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities and losses in certain of our TRS entities. The $14.2 million of income tax benefit for the nine months ended September 30, 2023 was primarily due to losses in certain of our TRS entities as well as an $8.0 million benefit from internal restructurings of our U.S. TRS entities.

Non-GAAP Financial Measures

We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.

The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives for, or superior to, financial measures calculated in accordance with GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. We believe that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies across periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.

We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis. We define Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) transaction, transition and restructuring costs; (b) amortization of other intangibles; (c) the impact of expenses

related to asset impairment and valuation allowances; (d) the write-off of unamortized deferred financing fees or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (e) the non-cash impact of income tax benefits or expenses; (f) the non-cash impact of changes to our executive equity compensation plan; (g) non-cash charges related to leases; (h) the financial impact of contingent consideration; (i) gains and losses on derivatives and changes in the fair value of financial instruments; (j) gains and losses on non-real estate dispositions and other normalizing items related to noncontrolling interests and unconsolidated entities; (k) net expenses or recoveries related to significant disruptive events; and (l) other items set forth in the Normalized FFO reconciliation included herein.

The following table summarizes our FFO and Normalized FFO for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands). Normalized FFO for the nine months ended September 30, 2024 increased over the same period in 2023 due to increased net operating income from our properties led by our SHOP reportable business segment as a result of increased revenues driven by positive trends in occupancy and revenue per occupied room, partially offset by higher interest expense.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss) attributable to common stockholders	$	19,243	$	(71,124)	$	24,318	$	49,846
Adjustments:
Depreciation and amortization on real estate assets	303,599		369,781		942,399		955,353
Depreciation on real estate assets related to noncontrolling interests	(3,942)		(4,045)		(11,536)		(12,766)
Depreciation on real estate assets related to unconsolidated entities	12,890		11,057		36,707		31,909
Gain on real estate dispositions	(271)		(10,711)		(50,282)		(22,317)
Gain (loss) on real estate dispositions related to noncontrolling interests	—		2		9		(3)
Gain on real estate dispositions and other related to unconsolidated entities	(34)		—		(34)		(180)
Nareit FFO attributable to common stockholders	331,485		294,960		941,581		1,001,842
Adjustments:
Loss (gain) on derivatives, net	1,489		5,533		(6,463)		(7,685)
Non-cash income tax expense (benefit)	1,157		(3,417)		2,535		(19,231)
Loss (gain) on extinguishment of debt, net	—		612		672		(6,189)
Transaction, transition and restructuring costs	8,580		7,125		16,143		11,580
Amortization of other intangibles	96		96		289		289
Non-cash impact of changes to equity plan	(2,599)		(2,194)		2,596		2,626
Significant disruptive events, net	2,104		(872)		5,627		(3,438)
Recovery of allowance on loans receivable and investments, net	(56)		(66)		(166)		(20,195)
Gain on foreclosure of real estate	—		—		—		(29,127)
Shareholder relations matters	—		—		15,751		—
Other normalizing items (1)	—		—		2,660		—
Normalizing items related to noncontrolling interests and unconsolidated entities, net	(7,737)		2,778		(1,010)		(26,701)
Normalized FFO attributable to common stockholders	$	334,519	$	304,555	$	980,215	$	903,771

(1) Includes adjustments for unusual items, including $2.7 million for the nine months ended September 30, 2024 primarily related to the settlement by one of our operators of class action litigation in our SHOP segment.

NOI

We also consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results with those of other real estate companies and between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses.

The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss) attributable to common stockholders	$	19,243	$	(71,124)	$	24,318	$	49,846
Adjustments:
Interest and other income	(8,204)		(2,754)		(19,809)		(5,529)
Interest expense	150,437		147,919		449,629		419,259
Depreciation and amortization	304,268		370,377		944,371		957,185
General, administrative and professional fees	35,092		33,297		121,556		112,494
Loss (gain) on extinguishment of debt, net	—		612		672		(6,189)
Transaction, transition and restructuring costs	8,580		7,125		16,143		11,580
Recovery of allowance on loans receivable and investments, net	(56)		(66)		(166)		(20,195)
Gain on foreclosure of real estate	—		—		—		(29,127)
Shareholder relations matters	—		—		15,751		—
Other expense (income)	3,935		9,432		10,729		(765)
Net income attributable to noncontrolling interests	1,753		1,565		5,306		4,573
(Income) loss from unconsolidated entities	(4,629)		5,119		5,406		(20,512)
Gain on real estate dispositions	(271)		(10,711)		(50,282)		(22,317)
Income tax expense (benefit)	3,002		(1,662)		7,764		(14,237)
NOI	$	513,150	$	489,129	$	1,531,388	$	1,436,066

See “Results of Operations” for discussions regarding both NOI and same-store NOI. We define same-store as properties owned, consolidated and operational for the full period in both comparison periods and that are not otherwise excluded; provided, however, that we may include selected properties that otherwise meet the same-store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in our judgment such inclusion provides a more meaningful presentation of our segment performance.

Newly acquired development properties and recently developed or redeveloped properties in our SHOP reportable business segment will be included in same-store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in our outpatient medical and research portfolio and triple-net leased properties reportable business segments will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. Our senior housing operating portfolio and triple-net leased properties that have undergone operator or business model transitions will be included in same-store once operating under consistent operating structures for the full period in both periods presented.

Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by significant disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a significant disruptive redevelopment; (iv) for our outpatient medical and research portfolio and triple-net leased properties reportable business segments, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for

SHOP and triple-net leased properties reportable business segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.

To eliminate the impact of exchange rate movements, certain of our performance-based disclosures, including same-store NOI for SHOP and NNN, assume constant exchange rates across comparable periods, using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average exchange rate for the current period.

Liquidity and Capital Resources

Our principal sources of liquidity are cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings under our unsecured revolving credit facility and commercial paper program, and proceeds from asset sales.

For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any development and redevelopment activities; (v) fund capital expenditures; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. Depending upon the availability of external capital, we believe our liquidity is sufficient to fund these uses of cash. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (including, in whole or in part, through joint venture arrangements with third parties) and borrowings under our revolving credit facilities and commercial paper program. However, an inability to access liquidity through multiple capital sources concurrently could have a material adverse effect on us.

Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the nine months ended September 30, 2024, our material contractual obligations increased primarily due to net issuances of senior notes in 2024. See “Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our long-term debt obligations and operating obligations, respectively.

We may, from time to time, seek to retire or purchase our outstanding indebtedness for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for capital and other factors. The amounts involved may be material.

Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit

As of September 30, 2024, we have a $2.75 billion unsecured revolving credit facility priced at SOFR plus 0.10%(“Adjusted SOFR”) plus 0.775% which is subject to adjustment based on the Company’s debt ratings. Our unsecured revolving credit facility matures in April 2028, and may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The revolving 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, including the receipt of additional commitments for such increase.

As of September 30, 2024, we had $2.7 billion of undrawn capacity under our unsecured revolving credit facility with $7.9 million outstanding and an additional $0.8 million restricted to support outstanding letters of credit. We use our unsecured revolving credit facility to support our commercial paper program and for general corporate purposes.

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 September 30, 2024, we had no borrowings outstanding under our commercial paper program.

Ventas Realty has a $500.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in June 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

Ventas Realty has a $200.0 million unsecured term loan priced at Adjusted SOFR plus 0.85%, which is subject to adjustment based on Ventas Realty’s debt ratings. This term loan is fully and unconditionally guaranteed by Ventas, Inc. It matures in February 2027 and includes an accordion feature that permits Ventas Realty to increase the aggregate borrowings thereunder to up to $500.0 million, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.

During the nine months ended September 30, 2024, we repaid a C$500.0 million ($369.4 million) unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that would otherwise have matured in January 2025.

As of September 30, 2024, our $100.0 million uncommitted line for standby letters of credit had an outstanding balance of $15.4 million. The agreement governing the line contains certain customary covenants and, under its terms, we are required to pay a commission on each outstanding letter of credit at a fixed rate.

Exchangeable Senior Notes

In June 2023, Ventas Realty issued $862.5 million aggregate principal amount of its 3.75% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are senior, unsecured obligations of Ventas Realty and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Ventas, Inc. The Exchangeable Notes bear interest at a rate of 3.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The Exchangeable Notes mature on June 1, 2026, unless earlier exchanged, redeemed or repurchased. As of September 30, 2024, we had $862.5 million aggregate principal amount of the Exchangeable Notes outstanding. During the three and nine months ended September 30, 2024, we recognized approximately $8.1 million and $24.3 million respectively, of contractual interest expense and amortization of issuance costs of $1.7 million and $5.1 million, respectively, related to the Exchangeable Notes. Unamortized issuance costs of $12.0 million as of September 30, 2024 were recorded as an offset to senior notes payable and other debt on our Consolidated Balance Sheet.

The Exchangeable Notes are exchangeable at an initial exchange rate of 18.2460 shares of our common stock per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $54.81 per share of common stock). The initial exchange rate is subject to adjustment, including in the event of the payment of a quarterly dividend in excess of $0.45 per share, but will not be adjusted for any accrued and unpaid interest. Upon exchange of the Exchangeable Notes, Ventas Realty will pay cash up to the aggregate principal amount of the Exchangeable Notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at Ventas Realty’s election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Notes being exchanged. Prior to the close of business on the business day immediately preceding March 1, 2026, the Exchangeable Notes will be exchangeable at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods described in the indenture governing the Exchangeable Notes. On or after March 1, 2026, until the close of business on the business day immediately preceding the maturity date, the Exchangeable Notes will be exchangeable at the option of the noteholders at any time regardless of these conditions or periods.

Senior Notes

In February 2024, Ventas Canada Finance Limited (“Ventas Canada”) issued and sold C$650.0 million ($478.3 million) aggregate principal amount of 5.10% Senior Notes, Series J due 2029 in a private placement. The proceeds were primarily used to repay a C$500.0 million ($369.4 million) unsecured term loan facility due 2025.

In April and May 2024, we repaid $800.0 million senior notes consisting of $400.0 million aggregate principal amount of 3.50% Senior Notes due 2024 and $400.0 million aggregate principal amount of 3.75% Senior Notes due 2024 at maturity primarily with cash on hand and through our commercial paper program.

In April 2024, we repaid C$73.0 million ($53.4 million) aggregate principal amount of 2.80% Senior Notes, Series E due 2024 at maturity with cash on hand.

In May 2024, Ventas Realty issued and sold $500.0 million aggregate principal amount of 5.625% Senior Notes due 2034 in a registered public offering. The proceeds were primarily used to repay balances outstanding under our commercial paper program.

In September 2024, Ventas Realty issued and sold $550.0 million aggregate principal amount of 5.00% Senior Notes due 2035 in a registered public offering. We intend to use the proceeds for general corporate purposes, which may include funding of acquisitions or the repayment of other indebtedness.

In September 2024, we repaid C$163.3 million ($120.8 million) aggregate principal amount of 4.125% Senior Notes due 2024 at maturity with cash on hand.

Mortgages

In February 2024, we entered into a C$52.8 million ($39.1 million) fixed rate mortgage loan, which accrues interest at 4.644%, matures in 2029 and is secured by one senior housing community in Canada.

In April 2024, we entered into an aggregate C$103.0 million ($75.5 million) fixed rate mortgage loans, which accrue interest at a blended rate of 4.90%, mature in 2029 and are secured by two senior housing communities in Canada.

In May 2024, we entered into a $52.3 million fixed rate mortgage loan, which accrues interest at 6.02%, matures in 2034 and is secured by one outpatient medical building in California.

Equity Offerings

In September 2024, we entered into an “at-the-market” equity offering program (“2024 ATM Program”), which provides for the sale, from time to time, of up to $2.0 billion aggregate gross sales price of shares of our common stock. In connection with our entry into the 2024 ATM Program, we terminated our prior “at-the-market” equity offering program (together with the 2024 ATM Program, the “ATM Programs”) under the ATM Sales Agreement dated November 8, 2021 and amended February 20, 2024, pursuant to which we previously, from time to time, could sell up to $1.0 billion aggregate gross sales price of shares of our common stock. The ATM Programs have allowed us to enter into forward sales agreements, discussed below. By utilizing a forward sales agreement, we can secure a share price on the sale of shares of our common stock at or shortly after the time the forward sales agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date.

As of September 30, 2024, the remaining amount available under our 2024 ATM Program for future sales of our common stock was $1.9 billion.

ATM Share Issuances

During the three months ended September 30, 2024, we issued 5.9 million shares of our common stock under our ATM Programs for gross proceeds of $362.6 million, representing an average price of $61.22 per share, of which 4.5 million shares and $282.0 million of gross proceeds were issued and settled via forward sales agreements. During the nine months ended September 30, 2024, we issued 16.4 million shares of our common stock under our ATM Programs for gross proceeds of $862.0 million, representing an average price of $52.70 per share, of which 4.5 million shares and $282.0 million of gross proceeds were issued and settled via forward sales agreements.

Forward Sales Agreements

As of September 30, 2024, we have unsettled forward sales agreements for 2.6 million shares or approximately $158.6 million in gross proceeds with varying maturity dates through December 2025.

In October 2024, we entered into additional unsettled forward sales agreements for 0.8 million shares or approximately $51.0 million in gross proceeds with varying maturity dates through December 2025.

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.

Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized over the life of the related debt and recorded in interest expense in the Consolidated Statements of Income.

As of September 30, 2024, our variable rate debt obligations of $0.8 billion reflect, in part, the effect of $142.3 million notional amount of interest rate swaps with maturities in March 2027, that effectively convert fixed rate debt to variable rate debt.

As of September 30, 2024, our fixed rate debt obligations of $13.0 billion reflect, in part, the effect of $526.7 million and C$639.8 million notional amount of interest rate swaps with maturities ranging from February 2025 to April 2031 in each case, that effectively convert variable rate debt to fixed rate debt.

2024 Activity

From June through September 2024, we entered into an aggregate $350.0 million treasury locks to hedge interest rate risk on future debt issuances. In September 2024, we terminated the treasury locks in conjunction with the issuance of the $550.0 million aggregate principal amount of 5.00% Senior Notes due 2035.

Dividends

During the nine months ended September 30, 2024, we declared a dividend of $0.45 per share of our common stock in each of the first, second and third quarter. In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2024.

We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions in computing REIT taxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to time, we may not have sufficient cash on hand or other liquid assets to meet this requirement or we may decide to retain cash or distribute such greater amount as may be necessary to avoid income and excise taxation. If we do not have sufficient cash on hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or if we desire to retain cash, we may borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the foregoing.

Cash Flows

The following table sets forth our sources and uses of cash flows for the nine months ended September 30, 2024 and 2023 (dollars in thousands):


	For the Nine Months Ended September 30,				Increase (Decrease) to Cash
	2024		2023		$		%
Cash, cash equivalents and restricted cash at beginning of period	$	563,462	$	170,745	$	392,717	nm
Net cash provided by operating activities	955,984		840,789		115,195		13.7
Net cash used in investing activities	(840,875)		(141,388)		(699,487)		nm
Net cash provided by (used in) financing activities	489,019		(378,294)		867,313		nm
Effect of foreign currency translation	(1,893)		(106)		(1,787)		nm
Cash, cash equivalents and restricted cash at end of period	$	1,165,697	$	491,746	$	673,951	137.1

nm - not meaningful

Cash Flows from Operating Activities

Cash flows from operating activities increased $115.2 million during the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to higher property NOI in 2024, partially offset by higher interest expense and costs related to shareholder relations matters in 2024.

Cash Flows from Investing Activities

Net cash used in investing activities increased $699.5 million during the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to higher acquisition volume and investment in loans receivable in 2024.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities changed $867.3 million during the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to higher issuances of common stock.

Capital Expenditures

The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-net leased properties. However, from time to time, we may fund the capital expenditures for our triple-net leased properties through loans or advances to the tenants, which may increase the amount of rent payable with respect to the properties in certain cases. We may also fund capital expenditures for which we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases. We also expect to fund capital expenditures related to our SHOP and outpatient medical and research portfolio segments with the cash flows from the properties or through additional borrowings. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements with third parties) and borrowings under our revolving credit facilities and commercial paper program.

To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.

We are party to certain agreements that obligate us to develop senior housing communities, outpatient medical buildings or research centers funded through capital that we and, in certain circumstances, our joint venture partners provide. As of September 30, 2024, we had four active and committed projects pursuant to these agreements, including three projects that are unconsolidated.

In addition, from time to time, we engage in redevelopment projects with respect to our existing senior housing communities, outpatient medical buildings and research centers to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Off-Balance Sheet Arrangements

We own interests in certain unconsolidated entities as described in “Note 7 – Investments in Unconsolidated Entities.” Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under “Note 10 – Senior Notes Payable and Other Debt” to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, as of September 30, 2024, we had $16.3 million outstanding letters of credit obligations. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described above.

Guarantor and Issuer Financial Information

Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes, including the Exchangeable Notes, issued by our 100% owned subsidiary, Ventas Realty. None of our other subsidiaries is obligated with respect to Ventas Realty’s outstanding senior notes.

Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). None of our other subsidiaries is obligated with respect to Ventas Canada’s outstanding senior notes, all of which were issued on a private placement basis in Canada.

In connection with the acquisition of Nationwide Health Properties, Inc. (“NHP”), our 100% owned subsidiary Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to any of NHP LLC’s outstanding senior notes.

In addition, Ventas, Inc. has fully and unconditionally guaranteed the obligations under our $2.75 billion unsecured revolving credit facility, our C$500.0 million unsecured term loan facility, our $500.0 million unsecured term loan, our $200.0 million unsecured term loan and our $100.0 million uncommitted line for standby letters of credit.

Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.

The following summarizes our guarantor and issuer balance sheet and statement of income information as of September 30, 2024 and December 31, 2023 and for the nine months ended September 30, 2024 and the year ended December 31, 2023 (in thousands) for each of Ventas Realty, as issuer of certain notes registered under the Exchange Act, and Ventas, Inc., on an unconsolidated basis, as guarantor of such notes:

Balance Sheet Information


	As of September 30, 2024
	Guarantor		Issuer
Assets
Investment in and advances to affiliates	$	18,414,436	$	3,049,371
Total assets	19,189,328		3,144,689
Liabilities and equity
Intercompany loans	13,600,252		(4,336,748)
Total liabilities	13,864,627		4,639,233
Redeemable OP unitholder and noncontrolling interests	110,832		—
Total equity (deficit)	5,213,869		(1,494,545)
Total liabilities and equity	19,189,328		3,144,688


	As of December 31, 2023
	Guarantor		Issuer
Assets
Investment in and advances to affiliates	$	17,534,658	$	3,049,374




Total assets	17,845,979		3,152,334
Liabilities and equity
Intercompany loans	12,437,182		(4,278,847)
Total liabilities	12,660,012		4,467,637
Redeemable OP unitholder and noncontrolling interests	129,346		—
Total equity (deficit)	5,056,621		(1,315,303)
Total liabilities and equity	17,845,979		3,152,334

Statement of Income Information


	For the Nine Months Ended September 30, 2024
	Guarantor		Issuer
Equity earnings in affiliates	$	175,499	$	—
Total revenues	184,603		111,092
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	29,330		(171,976)
Net income (loss)	24,318		(171,976)
Net income (loss) attributable to common stockholders	24,318		(171,976)


	For the Year Ended December 31, 2023
	Guarantor		Issuer
Equity earnings in affiliates	$	31,025	$	—
Total revenues	37,515		145,269
Loss before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(38,639)		(213,851)
Net loss	(40,973)		(213,851)
Net loss attributable to common stockholders	(40,973)		(213,851)

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