VENTA, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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 "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. You are urged 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, 2021 and "Risk Factors" in
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Certain factors that could affect our future results and our ability to achieve
our stated goals include, but are not limited to: (a) the impact of the ongoing
COVID-19 pandemic and its extended consequences, including of the Delta, Omicron
or any other variant, on our revenue, level of profitability, liquidity and
overall risk exposure and the implementation and impact of regulations related
to the CARES Act and other stimulus legislation and any future COVID-19 relief
measures; (b) our ability to achieve the anticipated benefits and synergies
from, and effectively integrate, our acquisitions and investments, including our
acquisition of New Senior Investment Group Inc.; (c) our exposure and the
exposure of our tenants, managers and borrowers to complex healthcare and other
regulation and the challenges and expense associated with complying with such
regulation; (d) the potential for significant general and commercial claims,
legal actions, regulatory proceedings or enforcement actions that could subject
us or our tenants, managers or borrowers to increased operating costs and
uninsured liabilities; (e) the impact of market and general economic conditions,
including economic and financial market events, inflation, changes in interest
rates, supply chain pressures, events that affect consumer confidence, our
occupancy rates and resident fee revenues, and the actual and perceived state of
the real estate markets, labor markets and public capital markets; (f) our
ability, and the ability of our tenants, managers and borrowers, to navigate the
trends impacting our or their businesses and the industries in which we or they
operate; (g) the risk of bankruptcy, insolvency or financial deterioration of
our tenants, managers, borrowers and other obligors and our ability to foreclose
successfully on the collateral securing our loans and other investments in the
event of a borrower default; (h) our ability to identify and consummate future
investments in or dispositions of healthcare assets and effectively manage our
portfolio opportunities and our investments in co-investment vehicles, joint
ventures and minority interests; (i) risks related to development, redevelopment
and construction projects, including costs associated with inflation, rising
interest rates, labor conditions and supply chain pressures; (j) our ability to
attract and retain talented employees; (k) the limitations and significant
requirements imposed upon our business as a result of our status as a REIT and
the adverse consequences (including the possible loss of our status as a REIT)
that would result if we are not able to comply; (l) the risk of changes in
healthcare law or regulation or in tax laws, guidance and interpretations,
particularly as applied to REITs, that could adversely affect us or our tenants,
managers or borrowers; (m) increases in our borrowing costs as a result of
becoming more leveraged, rising interest rates and the phasing out of LIBOR
rates; (n) our reliance on third parties to operate a majority of our assets and
our limited control and influence over such operations and results; (o) our
dependency on a limited number of tenants and managers for a significant portion
of our revenues and operating income; (p) the adequacy of insurance coverage
provided by our policies and policies maintained by our tenants, managers or
other counterparties; (q) the occurrence of cyber incidents that could disrupt
our operations, result in the loss of confidential information or damage our
business relationships and reputation; (r) the impact of merger, acquisition and
investment activity in the healthcare industry or otherwise affecting our
tenants, managers or
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borrowers; (s) disruptions to the management and operations of our business and
the uncertainties caused by activist investors; and 
or extreme weather and other natural events and the physical effects of climate
change.

Note Regarding Third-Party Information


This Quarterly Report includes information that has been derived from SEC
filings that has 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 highly diversified
portfolio of senior housing communities, medical office buildings ("MOBs"), life
science, research and innovation centers, hospitals and other healthcare
facilities, which we generally refer to as "healthcare real estate," located
throughout the United States, Canada and the United Kingdom. As of June 30,
2022, we owned or had investments in approximately 1,300 properties (including
properties classified as held for sale). Our company was originally founded in
1983 and is headquartered in Chicago, Illinois with additional corporate offices
in Louisville, Kentucky and New York, New York.

We primarily invest in a diversified portfolio of healthcare real estate assets
through wholly owned subsidiaries and other co-investment entities. We operate
through three reportable business segments: triple-net leased properties, senior
housing operating portfolio, which we also refer to as "SHOP" and is formerly
known as senior living operations, and office operations. See our Consolidated
Financial Statements and the related notes, including "Note 2 - Accounting
Policies" and "Note 16 - Segment Information," included in Item 1 of this
Quarterly Report on Form 10-Q. Our senior housing communities are either subject
to triple-net leases, in which case they are included in our triple-net leased
properties reportable business segment, or operated by independent third-party
managers, in which case they are included in our SHOP reportable business
segment.

As of June 30, 2022, we leased a total of 331 properties (excluding properties
within our office operations reportable business segment) to various healthcare
operating companies under triple-net or absolute-net leases that obligate the
tenants to pay all property-related expenses, including maintenance, utilities,
repairs, taxes, insurance and capital expenditures. Our three largest tenants,
Brookdale Senior Living Inc. (together with its subsidiaries, "Brookdale Senior
Living"), Ardent Health Partners, LLC (together with its subsidiaries, "Ardent")
and Kindred Healthcare, LLC (together with its subsidiaries, "Kindred") leased
from us 121 properties, 30 properties and 29 properties, respectively, as of
June 30, 2022.

As of June 30, 2022, pursuant to long-term management agreements, we engaged
independent operators, such as Atria Senior Living, Inc. (together with its
subsidiaries, including Holiday Retirement ("Holiday"), "Atria") and Sunrise
Senior Living, LLC (together with its subsidiaries, "Sunrise"), to manage 557
senior housing communities for us.

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

We aim to enhance shareholder value by delivering consistent, superior total
returns through a strategy of (1) generating reliable and growing cash flows,
(2) maintaining a balanced, diversified portfolio of high-quality assets and
(3) preserving our 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.

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2022 Highlight

Continuing Impact of and Response to COVID-19 and Its Extended Consequences


During fiscal 2020 and 2021 and continuing into fiscal 2022, our business has
been and is expected to continue to be impacted by COVID-19 itself, including
actions taken to prevent the spread of the virus and its variants, and its
extended consequences. The trajectory and future impact of COVID-19 remains
highly uncertain. The extent of COVID-19's continuing and ultimate effect on our
operational and financial performance will depend on a variety of factors,
including the impact of new variants of the virus and the effectiveness of
available vaccines against those variants; ongoing clinical experience, which
may differ considerably across governmental and regulatory bodies and regions
and fluctuate over time; and on other future developments, including the
ultimate duration, spread and intensity of the outbreak, the availability of
testing, the extent to which governments impose, roll-back or re-impose
preventative restrictions and the availability of ongoing government financial
support to our business, tenants and operators. Due to these uncertainties, we
are not able at this time to estimate the ultimate impact of COVID-19 on our
business, results of operations, financial condition and cash flows.

Investments and Dispositions

•During the six months ended June 30, 2022we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center and one research and innovation center, all of which are reported within our office operations segment, and one senior housing community, which is reported within our SHOP segment, for an aggregate purchase price of $395.3 million.

•During the six months ended June 30, 2022we sold one vacant land parcel for
$6.2 million and recognized a gain on the sale of this asset of $2.4 million.

Liquidity and Capital


•As of June 30, 2022, we had approximately $2.5 billion in liquidity, including
availability under our revolving credit facility and cash and cash equivalents
on hand, net of $335.3 million borrowings outstanding under our commercial paper
program.

•In June 2022, we entered into a Credit and Guaranty Agreement (the "New Credit
Agreement") with Ventas Realty, as borrower. The New Credit Agreement replaces
Ventas Realty's previous $200.0 million unsecured term loan priced at LIBOR plus
0.90% that matured in 2023 with a new $500.0 million unsecured term loan that
matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas
Realty's debt ratings.

Other Items

•During the first quarter of and subsequent to the second quarter of 2022, we
received $34.0 million and $20.2 million, respectively, in grants in connection
with our Phases 3 and 4 applications to the Provider Relief Fund administered by
the U.S. Department of Health & Human Services ("HHS") on behalf of the assisted
living communities in our SHOP segment to partially mitigate losses attributable
to COVID-19.
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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.

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


                                                               As of June 30, 2022         As of December 31, 2021
Investment mix by asset type (1):
Senior housing communities                                                   66.6  %                       67.4  %
MOBs                                                                         17.8                          17.1
Life science, research and innovation centers                                 6.9                           6.7
Health systems                                                                4.9                           5.0

Inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”)

                                               1.5                           1.5
Skilled nursing facilities ("SNFs")                                           0.6                           0.6
Secured loans receivable and investments, net                                 1.7                           1.7
Total                                                                       100.0  %                      100.0  %
Investment mix by tenant, operator and manager (1):
Atria (2)                                                                    26.7  %                       27.0  %
Sunrise                                                                       9.8                          10.0
Brookdale Senior Living                                                       7.7                           7.8
Le Groupe Maurice                                                             7.2                           7.3

Ardent                                                                        5.3                           4.7
Kindred                                                                       0.8                           1.0
All other                                                                    42.5                          42.2
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) as of each reporting date. (2)Includes assets managed by Holiday, which was acquired by Atria in July 2021.

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                                                      For the Three Months Ended June 30,            For the Six Months Ended June 30,
                                                          2022                   2021                   2022                   2021
Operations mix by tenant and operator and business
model:
Revenues (1):
SHOP                                                         64.3  %                58.5  %                64.2  %                58.4  %
Brookdale Senior Living (2)                                   3.6                    4.1                    3.6                    4.1
Kindred                                                       3.3                    3.4                    3.3                    3.4
Ardent                                                        3.2                    3.6                    3.2                    3.6
All others                                                   25.6                   30.4                   25.7                   30.5
Total                                                       100.0  %               100.0  %               100.0  %               100.0  %
Net operating income ("NOI"):
SHOP                                                         33.8  %                26.6  %                35.5  %                26.6  %
Brookdale Senior Living (2)                                   8.4                    8.8                    8.1                    8.8
Kindred                                                       7.6                    7.4                    7.3                    7.4
Ardent                                                        7.3                    7.9                    7.0                    7.9
All others                                                   42.9                   49.3                   42.1                   49.3
Total                                                       100.0  %               100.0  %               100.0  %               100.0  %
Operations mix by geographic location (3):
California                                                   14.4  %                15.2  %                14.4  %                15.3  %
New York                                                      7.5                    7.7                    7.4                    7.7
Texas                                                         6.7                    6.0                    6.6                    6.0
Pennsylvania                                                  5.2                    4.6                    5.1                    4.6
North Carolina                                                4.3                    3.9                    4.5                    3.8
All others                                                   61.9                   62.6                   62.0                   62.6
Total                                                       100.0  %               100.0  %               100.0  %               100.0  %

______________________________

(1)Total revenues include office building and other services revenue, revenue
from loans and investments and interest and other income (including amounts
related to assets classified as held for sale).
(2)Results exclude eight senior housing communities which are included in the
SHOP reportable business segment.
(3)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.

Triple-Net Lease Performance and Expirations


Although our lease expirations are staggered, the non-renewal of some or all of
our triple-net leases that expire in any given year could have a material
adverse effect on us. During the six months ended June 30, 2022, we had no
triple-net lease renewals or expirations without renewal that, in the aggregate,
had a material impact on our financial condition or results of operations for
that period.

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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 2021 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 2022. Please refer to "Note 2 - Accounting
Policies" of the Notes to Consolidated Financial Statements included in Part I,
Item 1 of this Quarterly Report on Form 10-Q for information regarding recently
adopted accounting standards.

Results of Operations

As of June 30, 2022, we operated through three reportable business segments:
triple-net leased properties, SHOP and office operations. In our triple-net
leased properties reportable business segment, we invest in and own senior
housing and healthcare properties throughout the United States and the United
Kingdom and lease those properties to healthcare operating companies under
"triple-net" or "absolute-net" leases that obligate the tenants to pay all
property-related expenses. In our SHOP reportable business segment, we invest in
senior housing communities throughout the United States and Canada and engage
independent operators, such as Atria and Sunrise, to manage those communities.
In our office operations reportable business segment, we primarily acquire, own,
develop, lease and manage MOBs and life science, research and innovation centers
throughout the United States. 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. Assets included in "non-segment" consist primarily
of corporate assets, including cash, restricted cash, loans receivable and
investments, and miscellaneous accounts receivable.

Our chief operating decision makers evaluate performance of the combined
properties in each reportable business segment and determine how to allocate
resources to those segments, in significant part, based on net operating income
("NOI") and related measures. 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.

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Three Months Ended June 30, 2022 and 2021


The table below shows our results of operations for the three months ended June
30, 2022 and 2021 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 June               Increase (Decrease)
                                                                      30,                                to Net Income
                                                            2022                2021                 $                    %
NOI:
SHOP                                                    $  150,610          $ 111,139          $    39,471                35.5  %
Office operations                                          136,583            137,320                 (737)               (0.5)
Triple-net leased properties                               145,812            154,791               (8,979)               (5.8)
Non-segment                                                 12,998             20,506               (7,508)              (36.6)
Total NOI                                                  446,003            423,756               22,247                 5.2
Interest and other income                                    1,166                585                  581                99.3
Interest expense                                          (113,951)          (110,051)              (3,900)               (3.5)
Depreciation and amortization                             (283,075)          (250,700)             (32,375)              (12.9)
General, administrative and professional fees              (32,915)           (30,588)              (2,327)               (7.6)
(Loss) gain on extinguishment of debt, net                      (7)                74                  (81)             (109.5)
Transaction expenses and deal costs                        (13,078)              (721)             (12,357)              nm
Allowance on loans receivable and investments                   62                 59                    3                 5.1
Other                                                      (48,116)            13,490              (61,606)              nm

(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

                                                  (43,911)            45,904              (89,815)              nm
(Loss) income from unconsolidated entities                  (1,047)             4,767               (5,814)             (122.0)
(Loss) gain on real estate dispositions                        (34)            41,258              (41,292)             (100.1)
Income tax benefit (expense)                                 3,790             (3,641)               7,431               nm
(Loss) income from continuing operations                   (41,202)            88,288             (129,490)             (146.7)
Net (loss) income                                          (41,202)            88,288             (129,490)             (146.7)

Net income attributable to non-controlling interests 1,214

     1,897                  683                36.0

Net (loss) income attributable to common stockholders $(42,416) $86,391 $(128.807)

             (149.1)


______________________________

nm – not meaningful

NOI-Senior Housing Operating Portfolio

The following table summarizes results of operations in our SHOP reportable business segment, including assets sold or classified as held for sale as of
June 30, 2022 (dollars in thousands):

                                                        For the Three Months Ended June
                                                                      30,                          Increase (Decrease) to NOI
                                                            2022                2021                 $                   %
NOI-SHOP:
Resident fees and services                              $  658,056          $ 535,952          $   122,104               22.8  %
Less: Property-level operating expenses                   (507,446)          (424,813)             (82,633)             (19.5)
NOI                                                     $  150,610          $ 111,139          $    39,471               35.5



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                                                                                                                                      Average Monthly 

Revenue Per

                                                                                        Average Unit Occupancy for the Three          Occupied Room For the Three
                                          Number of Properties at June 30,                      Months Ended June 30,                    Months Ended June 30,
                                          2022                          2021                  2022                  2021                 2022                2021
Total communities                          548                             440                   80.4  %              77.4  %       $      4,391          $ 4,635



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 reportable business segment include
labor, food, utilities, marketing, management and other costs of operating the
properties. For senior housing communities in our SHOP reportable business
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 reportable business segment for the three months
ended June 30, 2022 compared to the same period in 2021 was driven by
acquisitions, primarily the acquisition of over 100 independent living
communities from New Senior in September 2021 as well as an overall increase in
occupancy and revenue per occupied room, partially offset by higher operating
expenses, driven by macro inflationary impacts on labor, utilities and other
operating expenses.

The following table compares results of operations for our 321 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 June
                                                                      30,                         Increase (Decrease) to NOI
                                                            2022                2021                 $                  %
Same-Store NOI-SHOP:
Resident fees and services                              $  485,098          $ 440,397          $   44,701               10.2  %
Less: Property-level operating expenses                   (366,635)          (331,445)            (35,190)             (10.6)
NOI                                                     $  118,463          $ 108,952          $    9,511                8.7



                                                                                                                                      Average Monthly Revenue Per
                                                                                        Average Unit Occupancy for the Three          Occupied Room For the Three
                                          Number of Properties at June 30,                      Months Ended June 30,                    Months Ended June 30,
                                          2022                          2021                  2022                  2021                 2022                2021
Same-store communities                     321                             321                   83.7  %              79.8  %       $      4,825          $ 4,594


The NOI increase in our same-store SHOP reportable business segment for the three months ended June 30, 2022 compared to the same period in 2021 was primarily driven by an increase in occupancy and revenue per occupied room, partially offset by higher operating expenses, driven by macro inflationary impacts on labor, utilities and other operating expenses.

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NOI Office Operations


The following table summarizes results of operations in our office operations
reportable business segment, including assets sold or classified as held for
sale as of June 30, 2022 (dollars in thousands). For properties in our office
operations reportable business 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 June
                                                                      30,                         (Decrease) Increase to NOI
                                                            2022                2021                 $                  %
NOI-Office Operations:
Rental income                                           $  199,241          $ 200,388          $   (1,147)              (0.6) %
Office building and other services revenue                     670              2,540              (1,870)             (73.6)
Total revenues                                             199,911            202,928              (3,017)              (1.5)

Less:

Property-level operating expenses                          (63,328)           (64,950)              1,622                2.5
Office building and other services costs                         -               (658)                658              100.0
NOI                                                     $  136,583          $ 137,320          $     (737)              (0.5)



                                                                                                                                    Annualized Average Rent Per
                                                                                                                                        Occupied Square Foot
                                                                                                                                  for the Three Months Ended June
                                       Number of Properties at June 30,                       Occupancy at June 30,                             30,
                                       2022                          2021                  2022                   2021                 2022                2021
Total office buildings                  362                             370                    89.5  %              89.5  %       $     36              $    34



The NOI decrease in office operations reportable business segment for the three
months ended June 30, 2022 compared to the same period in 2021 was primarily due
to dispositions of non-core assets during 2021, partially offset by successful
new leasing, sustained tenant retention, improved parking income and
acquisitions subsequent to June 30, 2021.

The following table compares results of operations for our 331 same-store office buildings (dollars in thousands):

                                                        For the Three Months Ended June
                                                                      30,                          Increase (Decrease) to NOI
                                                            2022                2021                  $                   %
Same-Store NOI-Office Operations:
Rental income                                           $  185,908          $ 180,049          $      5,859                3.3  %
Less: Property-level operating expenses                    (58,953)           (57,107)               (1,846)              (3.2)
NOI                                                     $  126,955          $ 122,942          $      4,013                3.3



                                                                                                                                    Annualized Average Rent Per
                                                                                                                                        Occupied Square Foot
                                                                                                                                  for the Three Months Ended June
                                        Number of Properties at June 30,                      Occupancy at June 30,                             30,
                                        2022                          2021                  2022                  2021                 2022                2021
Same-store office buildings              331                             331                   91.6  %              91.3  %       $     36              $    35



The NOI increase in our same-store office operations reportable business segment
for the three months ended June 30, 2022 compared to the same period in 2021 was
primarily driven by strong retention, new leasing and favorable expense
controls.

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NOI-Triple-Net Leased Properties


The following table summarizes results of operations in our triple-net leased
properties reportable business segment, including assets sold or classified as
held for sale as of June 30, 2022 (dollars in thousands):

                                                        For the Three Months Ended June
                                                                      30,                         (Decrease) Increase to NOI
                                                            2022                2021                 $                  %
NOI-Triple-Net Leased Properties:
Rental income                                           $  149,397          $ 159,223          $   (9,826)              (6.2) %
Less: Property-level operating expenses                     (3,585)            (4,432)                847               19.1
NOI                                                     $  145,812          $ 154,791          $   (8,979)              (5.8)



In our triple-net leased properties reportable business 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 reportable business 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
June 30, 2022 compared to the same period in 2021 was primarily driven by rental
income from communities that were transitioned to our senior housing operating
portfolio or sold prior to the second quarter of 2022.

Occupancy rates may affect the profitability of our tenants' operations. For
senior housing communities and post-acute properties in our triple-net leased
properties reportable business 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 first quarter of 2022 and 2021
related to the triple-net leased properties we owned at June 30, 2022 and 2021,
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            Average Occupancy for                  Number of            Average Occupancy for
                                     Properties Owned at         the Three Months                Properties Owned at         the Three Months
                                        June 30, 2022          Ended March 31, 2022                 June 30, 2021          Ended March 31, 2021
Senior housing communities                   260                       74.9%                             281                       76.0%
SNFs                                         16                        80.7                              16                        75.8
IRFs and LTACs                               36                        58.1                              35                        59.0


Declines in occupancy are primarily the result of COVID-19 impacts.

The following table compares results of operations for our 330 same-store triple-net leased properties (dollars in thousands):

                                                        For the Three Months Ended June
                                                                      30,                          (Decrease) Increase to NOI
                                                            2022                2021                  $                   %
Same-Store NOI-Triple-Net Leased Properties:
Rental income                                           $  147,406          $ 148,238          $       (832)              (0.6) %
Less: Property-level operating expenses                     (3,355)            (3,427)                   72                2.1
NOI                                                     $  144,051          $ 144,811          $       (760)              (0.5)



The decrease in NOI in our same-store triple-net leased portfolio for the three
months ended June 30, 2022 compared to the same period in 2021 was primarily
driven by lease resolutions after June 30, 2021 with several smaller senior
housing triple-net tenants who were materially affected by COVID-19.

                                       41
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NOI-Non-Segment


Information provided for non-segment NOI includes income from loans and
investments and other miscellaneous income not directly attributable to any of
our three reportable business segments. The $7.5 million decrease in non-segment
NOI for the three months ended June 30, 2022 compared to the same period in 2021
was primarily due to reduced interest income from a lower balance of loans
receivable investments due to the redemption of Ardent's senior notes and payoff
of certain notes in 2021.

Company Results

Interest Expense


The $3.9 million increase in interest expense for the three months ended June
30, 2022 compared to the same period in 2021 was due to an increase of $4.9
million as a result of higher debt balances, offset by a decrease of $1.3
million due to a lower effective interest rate. Our weighted average effective
interest rate was 3.54% and 3.58% for the three months ended June 30, 2022 and
2021, respectively. Capitalized interest was $2.7 million for both the three
months ended June 30, 2022 and 2021.

Depreciation and Amortization

the $32.4 million increase in depreciation and amortization expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to $41.8 million of depreciation on assets acquired from New Senior, partially offset by a net decrease in impairments recognized in the second quarter of 2022 as compared to the same period in 2021.

General, Administrative and Professional Fees


The $2.3 million increase in general, administrative and professional fees for
the three months ended June 30, 2022 compared to the same period in 2021 was
primarily due to the return to a more normalized business environment and the
inclusion of a portion of New Senior's overhead.

(Loss) Gain on Extinguishment of Debt, Net

Loss on extinguishment of debt, just was relatively flat for the three months ended June 30, 2022 compared to the same period in 2021.

Transaction Expenses and Deal Costs


The $12.4 million increase in transaction expenses and deal costs for the three
months ended June 30, 2022 compared to the same period in 2021 was primarily due
to costs incurred in connection with stockholder relations matters.

Allowance on Loans Receivable and Investments

Allowance on loans receivable and investments was relatively flat for the three months ended June 30, 2022 compared to the same period in 2021.

Other


The $61.6 million increase in other expense for the three months ended June 30,
2022 compared to the same period in 2021 was primarily due to an increase of
$61.1 million in unrealized loss on stock warrants received in connection with
the Brookdale Senior Living lease modification in the third quarter of 2020. As
of June 30, 2022, the fair value of the stock warrants was $39.6 million, which
was $11.5 million higher than the value at the grant date.

Loss (Income) from Unconsolidated Entities


The $5.8 million increase in loss from unconsolidated entities for the three
months ended June 30, 2022 compared to the same period in 2021 was primarily due
to our share of increased net loss from our unconsolidated entities.

                                       42
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(Loss) Gain on Real Estate Dispositions


The $41.3 million decrease in gain on real estate dispositions for the three
months ended June 30, 2022 compared to the same period in 2021 was primarily due
to the second quarter 2021 sale of one MOB for a gain of $41.3 million.

Income Tax Benefit (Expense)


The $3.8 million of income tax benefit for the three months ended June 30, 2022
was primarily due to operating losses at certain of our TRS entities and a net
benefit for the unwind of certain tax credit structure during the first quarter
of 2022. The $3.6 million of income tax expense for the three months ended June
30, 2021 was primarily due to a $2.8 million net deferred tax expense related to
an internal restructuring of certain U.S. taxable REIT subsidiaries, and a $3.4
million deferred tax expense related to the revaluation of certain deferred tax
liabilities as a result of enacted tax rate changes in the United Kingdom.

Six Months Ended June 30, 2022 and 2021


The table below shows our results of operations for the six months ended June
30, 2022 and 2021 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 Six Months Ended June                Increase (Decrease)
                                                                      30,                                to Net Income
                                                            2022                2021                 $                   %
NOI:
SHOP                                                    $  326,201          $ 221,960          $  104,241                47.0  %
Office operations                                          274,557            272,555               2,002                 0.7
Triple-net leased properties                               293,365            309,851             (16,486)               (5.3)
Non-segment                                                 24,864             42,122             (17,258)              (41.0)
Total NOI                                                  918,987            846,488              72,499                 8.6
Interest and other income                                    1,702                926                 776                83.8
Interest expense                                          (224,745)          (220,818)             (3,927)               (1.8)
Depreciation and amortization                             (572,139)          (564,848)             (7,291)               (1.3)
General, administrative and professional fees              (75,913)           (70,897)             (5,016)               (7.1)
Loss on extinguishment of debt, net                             (7)           (27,016)             27,009               100.0
Transaction expenses and deal costs                        (33,070)            (5,338)            (27,732)              nm
Allowance on loans receivable and investments                  116              8,961              (8,845)              (98.7)
Other                                                      (20,926)            22,918             (43,844)              nm
Loss before unconsolidated entities, real estate
dispositions, income taxes and noncontrolling interests     (5,995)            (9,624)              3,629                37.7
(Loss) income from unconsolidated entities                  (5,316)             4,517              (9,833)              nm
Gain on real estate dispositions                             2,421             43,791             (41,370)              (94.5)
Income tax benefit (expense)                                 8,280             (5,794)             14,074               nm
(Loss) income from continuing operations                      (610)            32,890             (33,500)             (101.9)
Net (loss) income                                             (610)            32,890             (33,500)             (101.9)

Net income attributable to non-controlling interests 3,074

     3,708                 634                17.1

Net (loss) income attributable to common stockholders $ (3,684) $29,182 $(32,866)

             (112.6)


______________________________

nm – not meaningful

                                       43
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NOI-Senior Housing Operating Portfolio

The following table summarizes results of operations in our SHOP reportable business segment, including assets sold or classified as held for sale as of
June 30, 2022 (dollars in thousands):

                                                            For the Six Months Ended June 30,              Increase (Decrease) to NOI
                                                                2022                    2021                  $                   %
NOI-SHOP:
Resident fees and services                              $       1,309,177          $ 1,064,602          $   244,575               23.0  %
Less: Property-level operating expenses                          (982,976)            (842,642)            (140,334)             (16.7)
NOI                                                     $         326,201          $   221,960          $   104,241               47.0


                                                                                                                                       Average Monthly Revenue Per
                                                                                         Average Unit Occupancy For the Six         Occupied Room For the Six Months
                                          Number of Properties at June 30,                      Months Ended June 30,                        Ended June 30,
                                          2022                          2021                  2022                  2021                 2022                2021
Total communities                          548                             440                   80.2  %              76.8  %       $      4,382          $ 4,642



The NOI increase in our SHOP reportable business segment for the six months
ended June 30, 2022 compared to the same period in 2021 was primarily driven by
acquisitions, primarily the acquisition of over 100 independent living
communities from New Senior in September 2021, an overall increase in occupancy
and higher HHS grants received, which are reflected as a reduction in
property-level operating expenses. During the first quarter of 2022 and 2021,
HHS grants received reduced property-level operating expenses by $32.8 million
and $13.6 million, respectively.

The following table compares results of operations for our 320 same-store SHOP communities (dollars in thousands):

                                                         For the Six Months Ended June
                                                                      30,                         Increase (Decrease) to NOI
                                                            2022                2021                 $                  %
Same-Store NOI-SHOP:
Resident fees and services                              $  960,473          $ 873,408          $   87,065               10.0  %
Less: Property-level operating expenses                   (709,105)          (659,016)            (50,089)              (7.6)
NOI                                                     $  251,368          $ 214,392          $   36,976               17.2



                                                                                                                                       Average Monthly Revenue Per
                                                                                         Average Unit Occupancy For the Six         Occupied Room For
the Six Months
                                          Number of Properties at June 30,                      Months Ended June 30,                        Ended June 30,
                                          2022                          2021                  2022                  2021                 2022                2021
Same-store communities                     320                             320                   83.2  %              79.2  %       $      4,851          $ 4,636



The NOI increase in our same-store SHOP reportable business segment for the six
months ended June 30, 2022 compared to the same period in 2021 was primarily
driven by an increase in occupancy and revenue per occupied room partially
offset by higher operating expenses, driven by macro inflationary impacts on
labor, utilities and other operating expenses. During the first quarter of 2022
and 2021, HHS grants received reduced property-level operating expenses by $21.1
million and $7.6 million, respectively.
                                       44
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NOI Office Operations


The following table summarizes results of operations in our office operations
reportable business segment, including assets sold or classified as held for
sale as of June 30, 2022 (dollars in thousands):
                                                         For the Six Months Ended June
                                                                      30,                           Increase (Decrease) to NOI
                                                            2022                2021                   $                    %
NOI-Office Operations:
Rental income                                           $  399,781          $ 397,843          $        1,938                0.5  %
Office building and other services revenue                   1,287              4,884                  (3,597)             (73.6)
Total revenues                                             401,068            402,727                  (1,659)              (0.4)

Less:

Property-level operating expenses                         (126,511)          (128,896)                  2,385                1.9
Office building and other services costs                         -             (1,276)                  1,276              100.0
NOI                                                     $  274,557          $ 272,555          $        2,002                0.7


                                                                                                                                   Annualized Average Rent
                                                                                                                                   Per Occupied Square Foot
                                                                                                                                   For the Six Months Ended
                                           Number of Properties at June 30,                    Occupancy at June 30,                       June 30,
                                           2022                          2021                2022                 2021               2022            2021
Total office buildings                      362                            370                  89.5  %             89.5  %       $    36          $   34



The NOI increase in our office operations reportable business segment for the
six months ended June 30, 2022 compared to the same period in 2021 was primarily
driven by strong retention, new leasing and favorable expense controls.

The following table compares results of operations for our 331 same-store office buildings (dollars in thousands):

                                                         For the Six Months Ended June
                                                                      30,                           Increase (Decrease) to NOI
                                                            2022                2021                   $                    %
Same-Store NOI-Office Operations:
Rental income                                           $  373,489          $ 358,382          $       15,107                4.2  %
Less: Property-level operating expenses                   (118,192)          (113,277)                 (4,915)              (4.3)
NOI                                                     $  255,297          $ 245,105          $       10,192                4.2



                                                                                                                                  Annualized Average Rent Per
                                                                                                                                  Occupied Square Foot For the
                                        Number of Properties at June 30,                      Occupancy at June 30,                Six Months Ended June 30,
                                        2022                          2021                  2022                  2021               2022              2021
Same-store office buildings              331                             331                   91.6  %              91.3  %       $     36          $    35



The NOI increase in our same-store office operations reportable business segment
for the six months ended June 30, 2022 compared to the same period in 2021 was
primarily due to strong retention, new leasing and favorable expense controls.

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NOI-Triple-Net Leased Properties


The following table summarizes results of operations in our triple-net leased
properties reportable business segment, including assets sold or classified as
held for sale as of June 30, 2022 (dollars in thousands):

                                                         For the Six Months Ended June
                                                                      30,                         (Decrease) Increase to NOI
                                                            2022                2021                 $                   %
NOI-Triple-Net Leased Properties:
Rental income                                           $  300,958          $ 319,108          $   (18,150)              (5.7) %

Less: Property-level operating expenses                     (7,593)            (9,257)               1,664               18.0
NOI                                                     $  293,365          $ 309,851          $   (16,486)              (5.3)



The NOI decrease in our triple-net leased properties for the six months ended
June 30, 2022 compared to the same period in 2021 was primarily driven by a
reduction in rental income from communities that were transitioned to our senior
housing operating portfolio and sold prior to June 30, 2022, slightly offset by
an acquisition in September 2021.

The following table compares results of operations for our 330 same-store triple-net leased properties (dollars in thousands):

                                                         For the Six Months Ended June
                                                                      30,                          (Decrease) Increase to NOI
                                                            2022                2021                  $                   %
Same-Store NOI-Triple-Net Leased Properties:
Rental income                                           $  296,687          $ 297,362          $       (675)              (0.2) %
Less: Property-level operating expenses                     (7,153)            (7,222)                   69                1.0
NOI                                                     $  289,534          $ 290,140          $       (606)              (0.2)



The NOI decrease in our same-store triple-net leased properties reportable
business segment for the six months ended June 30, 2022 compared to the same
period in 2021 was primarily driven by lease resolutions after June 30, 2021
with several smaller senior housing triple-net tenants who were materially
affected by COVID-19.

NOI- Non-Segment


The $17.3 million decrease in non-segment NOI for the six months ended June 30,
2022 compared to the same period in 2021 was primarily due to reduced interest
income from a lower balance of loans receivable investments due to the
redemption of Ardent's senior notes, payoff of certain notes and sale of
marketable debt securities in 2021.

Company Results

Interest Expense


The $3.9 million increase in interest expense for the six months ended June 30,
2022 compared to the same period in 2021 was primarily due to an increase of
$8.0 million due to higher debt balances and an increase of $0.5 million due to
higher capitalized interest, partially offset by a decrease of $5.1 million due
to a lower effective interest rate. Our weighted average effective interest rate
was 3.52% and 3.60% for the six months ended June 30, 2022 and 2021,
respectively. Capitalized interest for the six months ended June 30, 2022 and
2021 was $5.2 million and $5.8 million, respectively.

Depreciation and Amortization


The $7.3 million increase in depreciation and amortization expense was primarily
due to $83.7 million of depreciation on assets acquired from New Senior,
partially offset by a net decrease in impairments recognized in 2022 as compared
to 2021.

                                       46
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General, Administrative and Professional Fees


The $5.0 million increase in general, administrative and professional fees was
primarily due to the return to a more normalized business environment and the
inclusion of a portion of New Senior's overhead, partially offset by lower
compensation.

Loss on Extinguishment of Debt, Net


The $27.0 million decrease in loss on extinguishment of debt, net for the six
months ended June 30, 2022 compared to the same period in 2021 was due to the
make whole redemption of the $400.0 million aggregate principal amount of 3.10%
senior notes due January 2023 during the first quarter of 2021.

Transaction Expenses and Deal Costs

the $27.7 million increase in transaction expenses and deal costs was primarily attributable to costs incurred in connection with stockholder relations matters.

Allowance on Loans Receivable and Investments


The $8.8 million change in allowance on loans receivable and investments was
primarily due to the reversal of a previously recorded credit loss in the first
quarter of 2021 as a result of successful collections.

Other


The $43.8 million increase in other expense was primarily due to an increase of
$53.5 million in unrealized loss on the stock warrants received in connection
with the Brookdale Senior Living lease modification in the third quarter of
2020, partially offset by $8.3 million of expenses relating to 2021 winter
storms. As of June 30, 2022, the fair value of the stock warrants was $39.6
million, which was $11.5 million higher than the value at the grant date.

(Loss) Income from Unconsolidated Entities

the $9.8 million increase in loss from unconsolidated entities for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to our share of increased net loss from our unconsolidated entities.

Gain on Real Estate Dispositions


The $41.4 million decrease in gain on real estate dispositions was primarily due
to the second quarter 2021 sale of one MOB for a gain of $41.3 million,
partially offset by the first quarter 2022 sale of one vacant land parcel for a
gain of $2.4 million.

Income Tax Benefit (Expense)


The $8.3 million of income tax benefit for the six months ended June 30, 2022
was primarily due to losses in certain of our TRS entities and a $2.0 million
benefit from an internal restructuring of a U.S. taxable REIT subsidiary. The
$5.8 million of income tax expense for the same period in 2021 was primarily due
to a $2.8 million net deferred tax expense related to an internal restructuring
of certain U.S. taxable REIT subsidiaries, and a $3.4 million deferred tax
expense related to the revaluation of certain deferred tax liabilities as a
result of enacted tax rate changes in the United Kingdom.


                                       47
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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
U.S. 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 to net income attributable to common
stockholders (determined in accordance with GAAP) as indicators of our financial
performance or as alternatives to cash flow from operating activities
(determined in accordance with GAAP) as measures of our liquidity, nor are these
measures necessarily indicative of sufficient cash flow to fund all of our
needs. In order to facilitate a clear understanding of our consolidated
historical operating results, you should examine these measures in conjunction
with net income attributable to common stockholders 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
expenses and deal costs, including transaction, integration and
severance-related costs and expenses, and amortization of intangibles, in each
case net of noncontrolling interests' share of these items and including Ventas'
share of these items from unconsolidated entities; (b) the impact of expenses
related to asset impairment and valuation allowances, the write-off of
unamortized deferred financing fees or additional costs, expenses, discounts,
make-whole payments, penalties or premiums incurred as a result of early
retirement or payment of our debt; (c) the non-cash effect of income tax
benefits or expenses, the non-cash impact of changes to our executive equity
compensation plan, derivative transactions that have non-cash mark-to-market
impacts on our Consolidated Statements of Income and non-cash charges related to
leases; (d) the financial impact of contingent consideration; (e) gains and
losses for non-operational foreign currency hedge agreements and changes in the
fair value of financial instruments; (f) gains and losses on non-real estate
dispositions and other items related to unconsolidated entities; (g) net
expenses or recoveries related to materially disruptive events; and (h) other
items set forth in the Normalized FFO reconciliation included herein.

                                       48
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The following table summarizes our FFO and Normalized FFO for the three and six
months ended June 30, 2022 and 2021 (dollars in thousands). The increase in
Normalized FFO for the six months ended June 30, 2022 over the same period in
2021 is primarily due to increased net operating income at our senior housing
communities as a result of improved occupancy, higher revenue per occupied room,
acquisitions since the second quarter of 2021, including the acquisition of over
100 independent living communities from New Senior, and higher HHS grants
received, partially offset by lower interest income on loan investments.
                                                         For the Three Months Ended June         For the Six Months Ended June
                                                                       30,                                    30,
                                                             2022                2021               2022               2021

Net (loss) income attributable to common stockholders $(42,416)

  $  86,391          $   (3,684)         $ 29,182
Adjustments:
Depreciation and amortization on real estate assets         282,313            249,527                570,416           562,397
Depreciation on real estate assets related to
noncontrolling interests                                     (4,335)            (4,678)               (8,784)           (9,296)
Depreciation on real estate assets related to
unconsolidated entities                                       7,621              4,615                 14,886             8,633
Loss (gain) on real estate dispositions                          34            (41,258)               (2,421)          (43,791)

(Loss) gain on real estate dispositions related to noncontrolling interests

                                          -                 (7)                    17               (7)
Gain on real estate dispositions related to
unconsolidated entities                                        (301)                 -                (301)                -
Nareit FFO attributable to common stockholders              242,916            294,590             570,129           547,118

Adjustments:

Change in fair value of financial instruments                37,837            (23,211)                 7,956          (44,219)
Non-cash income tax (benefit) expense                        (5,379)             1,166               (11,184)             2,510

Loss (gain) on extinguishment of debt, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities

                           7                (74)                     7            27,016
Gain on transactions related to unconsolidated entities           -                (10)                   (3)              (31)

Transaction expenses and deal costs, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities

                      15,027              1,769                 36,315             7,128

Amortization of other intangibles including Ventas’ share attributable to unconsolidated entities

                   268                116                    536               233
Other items related to unconsolidated entities               (1,285)                43                (1,154)               143
Non-cash impact of changes to equity plan                    (2,389)            (2,298)                 4,817             6,443

Materially disruptive events, just including Ventas’ share attributable to unconsolidated entities

                 2,074              3,128                (1,635)             8,255

Allowance on loan investments, net of noncontrolling interests

                                                       (61)               (57)                 (114)           (8,955)

Normalized FFO attributable to common stockholders $289,015

 $ 275,162               $605,670          $545,641



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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 office building and other services costs.

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

                                                        For the Three Months Ended June         For the Six Months Ended June
                                                                      30,                                    30,
                                                            2022                2021               2022                2021
Net (loss) income attributable to common stockholders   $  (42,416)         $  86,391          $   (3,684)         $  29,182
Adjustments:
Interest and other income                                   (1,166)              (585)             (1,702)              (926)
Interest expense                                           113,951            110,051             224,745            220,818
Depreciation and amortization                              283,075            250,700             572,139            564,848
General, administrative and professional fees               32,915             30,588              75,913             70,897
Loss (gain) on extinguishment of debt, net                       7                (74)                  7             27,016
Transaction expenses and deal costs                         13,078                721              33,070              5,338
Allowance on loans receivable and investments                  (62)               (59)               (116)            (8,961)
Other                                                       48,116            (13,490)             20,926            (22,918)

Net income attributable to non-controlling interests 1,214

     1,897               3,074              3,708
(Loss) income from unconsolidated entities                   1,047             (4,767)              5,316             (4,517)
Income tax (benefit) expense                                (3,790)             3,641              (8,280)             5,794
(Loss) gain on real estate dispositions                         34            (41,258)             (2,421)           (43,791)
NOI                                                     $  446,003          $ 423,756          $  918,987          $ 846,488



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 office operations 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 materially disruptive
events such as flood or fire; (iii) for SHOP, those properties that are
currently undergoing a materially disruptive redevelopment; (iv) for our office
operations 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.


                                       50
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To eliminate the impact of exchange rate movements, all portfolio
performance-based disclosures assume constant exchange rates across comparable
periods, using the following methodology: the current period's results are shown
in actual reported USD, while prior comparison period's results are adjusted and
converted to USD based on the average exchange rate for the current period.

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 (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 six months ended
June 30, 2022, there were no significant changes to our contractual obligations
from those disclosed in the section "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our 2021 Annual Report. 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 significant debt activities.

While continuing decreased revenue and net operating income as a result of
COVID-19 could lead to downgrades of our short- or long-term credit ratings and
therefore adversely impact our cost of borrowing, we currently believe we will
continue to have access to one or more debt markets during the duration of
COVID-19 and could seek to enter into secured debt financings or issue debt and
equity securities to satisfy our liquidity needs, although no assurances can be
made in this regard.

Credit Facilities, Commercial Paper and Unsecured Term Loans


We have a $2.75 billion unsecured revolving credit facility initially priced at
LIBOR plus 0.825% based on the Company's debt rating. The unsecured revolving
credit facility matures in January 2025, but may be extended at our option,
subject to the satisfaction of certain conditions, for two additional periods of
six months each. The 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.

As of June 30, 2022, we had $2.7 billion of undrawn capacity on our unsecured
revolving credit facility with $45.6 million borrowings outstanding and an
additional $25.0 million restricted to support outstanding letters of credit. We
limit our use of the unsecured revolving credit facility, to the extent
necessary, to support our commercial paper program when commercial paper notes
are outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership ("Ventas
Realty"), may issue from time to time unsecured commercial paper notes up to a
maximum aggregate amount outstanding at any time of $1.0 billion. The notes are
sold under customary terms in the U.S. commercial paper note market and are
ranked pari passu with all of Ventas Realty's other unsecured senior
indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc.
As of June 30, 2022, we had $335.3 million in borrowings outstanding under our
commercial paper program.

In June 2022, we entered into a Credit and Guaranty Agreement (the "New Credit
Agreement") with Ventas Realty, as borrower. The New Credit Agreement replaces
Ventas Realty's previous $200.0 million unsecured term loan priced at LIBOR plus
0.90% that matured in 2023 with a new $500.0 million unsecured term loan that
matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas
Realty's debt ratings. The New Credit Agreement also includes an accordion
feature that permits us to increase our 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.

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Ash or June 30, 2022we had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

Senior Notes


We may, from time to time, seek to retire or purchase our outstanding senior
notes 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.

Equity Offerings

We participate in an "at-the-market" equity offering program ("ATM program"),
pursuant to which we may, from time to time, sell up to $1.0 billion aggregate
gross sales price of shares of our common stock. There were no issuances under
the ATM program for the six months ended June 30, 2022. As of June 30, 2022,
$1.0 billion aggregate gross sales price of shares of our common stock remains
available for issuance under the ATM program.

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.

Dividends

During the six months ended June 30, 2022, we declared a dividend of $0.45 per
share of our common stock in each of the first and second 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
2022.

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.

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Cash Flows

The following table sets forth our sources and uses of cash flows for the six months ended June 30, 2022 and 2021 (dollars in thousands):

                                                      For the Six Months Ended June
                                                                   30,                           (Decrease) Increase to Cash
                                                         2022                2021                  $                     %
Cash, cash equivalents and restricted cash at
beginning of period                                  $  196,597          $ 451,640          $   (255,043)             (56.5)%
Net cash provided by operating activities               552,632            528,856                23,776                4.5
Net cash used in investing activities                  (559,260)          (121,105)             (438,155)                nm
Net cash used in financing activities                   (12,946)          (586,073)              573,127                97.8
Effect of foreign currency translation                     (992)             1,450                (2,442)                nm

Cash, cash equivalents and restricted cash at end of period

                                               $  176,031          $ 274,768          $    (98,737)              (35.9)


______________________________

nm – not meaningful

Cash Flows from Operating Activities


Cash flows from operating activities increased $23.8 million during the six
months ended June 30, 2022 compared to the same period in 2021 primarily due to
increased net operating income at our senior housing communities as a result of
improved occupancy, higher revenue per occupied room, HHS grants received and
acquisitions including the acquisition of over 100 independent living
communities from New Senior, partially offset by increased transaction expenses
and deal costs primarily due to expenses relating to the stockholder relations
matters in 2022.

Cash Flows from Investing Activities


Cash flows from investing activities decreased $438.2 million during the six
months ended June 30, 2022 compared to the same period in 2021 primarily due to
increased acquisitions and decreased proceeds from real estate dispositions,
partially offset by lower development project expenditures in 2022.

Cash Flows from Financing Activities


Cash flows from financing activities increased $573.1 million during the six
months ended June 30, 2022 compared to the same period in 2021 primarily due to
incremental proceeds from our new $500.0 million unsecured term loan and
decreased borrowings under our revolving credit facilities in 2022.

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 office
operations reportable business 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.

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.

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We are party to certain agreements that obligate us to develop senior housing or
healthcare properties funded through capital that we and, in certain
circumstances, our joint venture partners provide. As of June 30, 2022, we had
15 properties under development pursuant to these agreements, including seven
properties that are owned by an unconsolidated real estate entity. In addition,
from time to time, we engage in redevelopment projects with respect to our
existing senior housing communities 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, at June 30, 2022, we had
$25.0 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 issued by our 100% owned subsidiary, Ventas Realty. None of our other subsidiaries is obligated with respect to Ventas Realties 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.

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.

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The following summarizes our guarantor and issuer balance sheet and statement of
income information as of June 30, 2022 and December 31, 2021 and for the six
months ended June 30, 2022 and the year ended December 31, 2021 (in thousands).

                           Balance Sheet Information

                                                               As of June 30, 2022
                                                           Guarantor          Issuer
Assets
Investment in and advances to affiliates                 $ 17,795,253      $ 3,045,738
Total assets                                               17,888,438        3,154,422
Liabilities and equity
Intercompany loans                                         11,497,438       (3,842,175)
Total liabilities                                          11,721,239        4,170,108

Redeemable OP unitholder and noncontrolling interests 100.215

Total equity (deficit)                                      6,066,984       

(1,015,686)

Total liabilities and equity                               17,888,438        3,154,422



                                                             As of December 31, 2021
                                                           Guarantor          Issuer
Assets

Investment in and advances to affiliates                 $ 17,448,874      $ 3,045,738

Total assets                                               17,561,305        3,156,840
Liabilities and equity

Intercompany loans                                         10,742,915       (3,563,060)

Total liabilities                                          10,972,521        4,097,362

Redeemable OP unitholder and noncontrolling interests 98,356

         -
Total equity (deficit)                                      6,490,428         (940,522)
Total liabilities and equity                               17,561,305        3,156,840



                        Statement of Income Information

                                                              For the Six Months Ended June 30, 2022
                                                               Guarantor                    Issuer
Equity earnings in affiliates                             $          58,675          $               -
Total revenues                                                       62,243                     74,213
Loss before unconsolidated entities, real estate
dispositions, income taxes and noncontrolling interests              (2,591)                   (81,160)
Net loss                                                             (3,684)                   (81,160)
Net loss attributable to common stockholders                         (3,684)                   (81,160)



                                                              For the Year Ended December 31, 2021
                                                               Guarantor                  Issuer
Equity earnings in affiliates                             $        133,143          $              -
Total revenues                                                     137,348                   158,255

Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

             49,694                  (215,773)
Net income (loss)                                                   49,008                  (215,777)
Net income (loss) attributable to common stockholders               49,008                  (215,777)


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