VENTAS: DISCUSSION AND ANALYSIS BY MANAGEMENT OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

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Unless otherwise indicated or except where the context otherwise requires, the
terms "we," "us" and "our" 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 (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These forward-looking statements include, among
others, statements of expectations, beliefs, future plans and strategies,
anticipated results from operations and developments and other matters that are
not historical facts. Forward-looking statements include, among other things,
statements regarding our and our officers' intent, belief or expectation as
identified by the use of words such as "may," "will," "project," "expect,"
"believe," "intend," "anticipate," "seek," "target," "forecast," "plan,"
"potential," "estimate," "could," "would," "should" and other comparable and
derivative terms or the negatives thereof. The 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 "Item 1A, "Risk Factors", of the Company's
Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020
Annual Report").

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

Many of these factors are beyond our control and the control of our management.

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Note regarding third party information

This Quarterly Report includes information that has been derived from SEC
filings made by our publicly listed tenants or other publicly available
information or was provided to us by 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, life science, research and innovation, and
healthcare properties located throughout the United States, Canada and the
United Kingdom. As of June 30, 2021, we owned or had investments in
approximately 1,200 properties (including properties classified as held for
sale), consisting of senior housing communities, medical office buildings
("MOBs"), life science, research and innovation centers, inpatient
rehabilitation facilities ("IRFs") and long-term acute care facilities
("LTACs"), and health systems, which we generally refer to as "healthcare real
estate." Our company was originally founded in 1983 and is headquartered in
Chicago, Illinois with an additional corporate office in Louisville, Kentucky.

We primarily invest in a diversified portfolio of healthcare real estate assets
through wholly owned subsidiaries and other co-investment entities. We operate
through three reportable business segments: triple-net leased properties, senior
living operations, which we also refer to as SHOP, and office operations. See
our Consolidated Financial Statements and the related notes, including "Note 2 -
Accounting Policies" and "Note 15 - Segment Information," included in Item 1 of
this Quarterly Report on Form 10-Q. Our senior housing properties are either
subject to triple-net leases, in which case they are included in our triple-net
leased properties reportable business segment, or operated by independent
third-party managers, in which case they are included in our senior living
operations reportable business segment.

As of June 30, 2021, we leased a total of 358 properties (excluding properties
within our office operations reportable business segment) to various healthcare
operating companies under triple-net or absolute-net leases that obligate the
tenants to pay all property-related expenses, including maintenance, utilities,
repairs, taxes, insurance and capital expenditures. Our three largest tenants,
Brookdale Senior Living Inc. (together with its subsidiaries, "Brookdale Senior
Living"), Ardent Health Partners, LLC (together with its subsidiaries, "Ardent")
and Kindred Healthcare, LLC (together with its subsidiaries, "Kindred") leased
from us 121 properties, 12 properties and 32 properties, respectively, as of
June 30, 2021.

As of June 30, 2021, pursuant to long-term management agreements, we engaged
independent operators, such as Atria Senior Living, Inc. ("Atria") and Sunrise
Senior Living, LLC (together with its subsidiaries, "Sunrise"), to manage 449
senior housing communities in our senior living operations segment 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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During fiscal 2020 and continuing into fiscal 2021, our business has been and
continues to be impacted by both the COVID-19 pandemic itself, including actions
taken to prevent the spread of the virus and its variants, and the consequences
and effects of the pandemic on our business, including our senior housing
business, which are ongoing. The trajectory and future impact of the COVID-19
pandemic remain highly uncertain, although emerging positive SHOP trends in the
United States, if sustained, would improve performance over time. The extent of
the pandemic's continuing and ultimate effect on our operational and financial
performance will depend on a variety of factors, including the speed at which
vaccines and other clinical treatments are successfully developed and deployed;
the rate of acceptance of available vaccines, particularly among the residents
and staff in our senior housing communities; the impact of new variants of the
virus and the effectiveness of vaccines and other clinical treatments against
those variants; ongoing clinical experience, which may differ considerably
across regions and fluctuate over time; and on other future developments,
including the ultimate duration, spread and intensity of the outbreak, the
availability of ongoing government financial support to our business, tenants
and operators and the slope and pace of recovery of our senior housing business
and the U.S. economy more generally. Due to these uncertainties, we are not able
at this time to estimate the continuing impact of the COVID-19 pandemic on our
business, results of operations, financial condition and cash flows.

Highlights 2021

Investments and disposals

•In July 2021, we received $ 66 million Holiday Retirement as a full repayment at par of the outstanding guaranteed notes that Holiday Retirement had previously issued to us in connection with the april 2020 lease termination operation.

•In June 2021, we received a notice of full redemption for Ardent's outstanding
9.75% Senior Notes due 2026 at a price equal to 107.313% of the principal amount
of the notes, plus accrued and unpaid interest. We received aggregate proceeds
of $224 million from the redemption of these marketable debt securities in July
2021.

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

• During the six months ended June 30, 2021, we received a global product from
$ 16.5 million for the redemption or sale of negotiable debt securities, resulting in total gains of $ 1.0 million. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026.

•During the six months ended June 30, 2021, we sold six properties for aggregate
consideration of $115.9 million and we recognized gains on the sale of these
assets of $43.8 million.

Liquidity and Capital

•In August 2021, Ventas Realty Limited Partnership ("Ventas Realty") issued a
make whole notice of redemption for the entirety of the $400.0 million aggregate
principal amount of 3.125% senior notes due 2023. The redemption is expected to
settle in September 2021, principally using cash on hand.

•In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole
notice of redemption for the entirety of the $263.7 million aggregate principal
amount of 3.25% senior notes due 2022. The redemption is expected to settle in
August 2021, principally using cash on hand.

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

•In January 2021, we entered into an unsecured credit facility comprised of a
$2.75 billion unsecured revolving credit facility priced at LIBOR plus 0.825%,
which replaced our previous $3.0 billion unsecured revolving credit facility
priced at 0.875%. The new unsecured revolving credit facility matures in January
2025, but may be extended at our option, subject to the satisfaction of certain
conditions, for an additional year. The unsecured revolving credit facility also
includes an accordion feature that permits us to increase our aggregate
borrowing capacity thereunder to up to $3.75 billion, subject to the
satisfaction of certain conditions.
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•For the six months ended June 30, 2021, we sold an aggregate of 0.3 million
shares of common stock under our "at-the-market" equity offering program ("ATM
program") for gross proceeds of $56.73 per share. In July 2021, we sold 5.1
million shares of common stock under our ATM program for gross proceeds of
$58.60 per share.

Other elements

•On June 28, 2021, we entered into an Agreement and Plan of Merger (as amended
or otherwise modified from time to time, the "Merger Agreement") with Cadence
Merger Sub LLC, our subsidiary ("Merger Sub"), and New Senior Investment Group
Inc. ("New Senior Investment Group"), pursuant to which, subject to the
satisfaction or waiver of certain conditions, Merger Sub will merge with and
into New Senior Investment Group, with New Senior Investment Group surviving the
merger as our wholly owned subsidiary (the "New Senior Investment Group
Acquisition"). Under the Merger Agreement, the consideration to be paid by us in
the New Senior Investment Group Acquisition will consist of 0.1561 newly issued
shares of common stock, par value $0.25 per share, of Ventas, Inc. for each
share of common stock, par value $0.01 per share, of New Senior Investment Group
issued and outstanding immediately prior to the effective time of the New Senior
Investment Group Acquisition. New Senior Investment Group has a diversified
portfolio of 103 private pay senior living communities, including 102
independent living communities. The New Senior Investment Group Acquisition is
expected to close during the second half of 2021, subject to customary closing
conditions, including adoption of the Merger Agreement by the common
stockholders of New Senior Investment Group. We cannot assure you that the New
Senior Investment Group acquisition will be completed on the terms or timeline
anticipated or at all.

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

•In the first quarter of 2021, we received $13.6 million in grants in connection
with our Phase 3 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 senior living operations segment to partially mitigate
losses attributable to COVID-19.

• During the six months ended June 30, 2021, we recognized $ 8.3 million winter storm expenses.

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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, 2021        As of December 31, 2020
Investment mix by asset type(1):
Senior housing communities                                            64.9  %                       63.5  %
MOBs                                                                  18.2                          19.7
Life science, research and innovation centers                          7.1                           7.1
Health systems                                                         5.3                           5.2
IRFs and LTACs                                                         1.7                           1.7
Skilled nursing facilities ("SNFs")                                    0.7                           0.7
Secured loans receivable and investments, net                          2.1                           2.1
Investment mix by tenant, operator and manager(1):
Atria                                                                 21.1  %                       20.8  %
Sunrise                                                               10.6                          10.4
Brookdale Senior Living                                                8.3                           8.2
Ardent                                                                 5.0                           4.9
Kindred                                                                1.1                           1.1
All other                                                             53.9                          54.6


(1) The ratios are based on the gross book value of consolidated real estate investments (excluding buildings classified as held for sale) at each closing date.

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                                                       For the Three Months 

Ended June 30th, For the Completed Six Months June 30th,

                                                            2021                 2020                 2021                 2020
Operations mix by tenant and operator and business
model:
Revenues(1):
Senior living operations                                      58.5  %              58.4  %              58.4  %              57.7  %
Brookdale Senior Living(2)                                     4.1                  4.9                  4.1                  4.7
Ardent                                                         3.4                  3.2                  3.4                  3.1
Kindred                                                        3.6                  3.5                  3.6                  3.3
All others                                                    30.4                 30.0                 30.5                 31.2
Adjusted EBITDA:
Senior living operations                                      27.2  %              27.5  %              27.5  %              30.5  %
Brookdale Senior Living(2)                                     9.1                 10.8                  9.1                 10.0
Ardent                                                         7.7                  7.1                  7.8                  6.6
Kindred                                                        8.2                  7.7                  8.2                  7.1
All others                                                    47.8                 46.9                 47.4                 45.8
Net operating income ("NOI"):
Senior living operations                                      26.6  %              26.7  %              26.6  %              29.4  %
Brookdale Senior Living(2)                                     8.8                 10.4                  8.8                  9.5
Ardent                                                         7.4                  6.8                  7.4                  6.2
Kindred                                                        7.9                  7.4                  7.9                  6.7
All others                                                    49.3                 48.7                 49.3                 48.2
Operations mix by geographic location(3):
California                                                    15.2  %              16.2  %              15.3  %              15.7  %
New York                                                       7.7                  8.1                  7.7                  8.3
Texas                                                          6.0                  6.7                  6.0                  6.2
Pennsylvania                                                   4.6                  4.7                  4.6                  4.7
Illinois                                                       3.9                  4.2                  3.9                  4.1
All others                                                    62.5                 60.1                 62.4                 61.0



(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
senior living operations 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
Adjusted EBITDA and NOI, respectively.

Performance and expiry of triple net leases

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, 2021, 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 conventions 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 2020 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 2021. 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, 2021, we operated through three reportable business segments:
triple-net leased properties, senior living operations and office operations. In
our triple-net leased properties segment, we invest in and own senior housing
and healthcare properties throughout the United States and the United Kingdom
and lease those properties to healthcare operating companies under "triple-net"
or "absolute-net" leases that obligate the tenants to pay all property-related
expenses. In our senior living operations segment, we invest in senior housing
communities throughout the United States and Canada and engage independent
operators, such as Atria and Sunrise, to manage those communities. In our office
operations segment, we primarily acquire, own, develop, lease and manage MOBs
and life science, research and innovation centers throughout the United States.
Information provided for "all other" includes income from loans and investments
and other miscellaneous income and various corporate-level expenses not directly
attributable to any of our three reportable business segments. Assets included
in "all other" consist primarily of corporate assets, including cash, restricted
cash, loans receivable and investments, and miscellaneous accounts receivable.

Our chief operating decision makers evaluate performance of the combined
properties in each reportable business segment and determine how to allocate
resources to those segments, in significant part, based on segment NOI and
related measures. For further information regarding our reportable business
segments and a discussion of our definition of segment NOI, see "Note 15 -
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, 2021 and 2020

The table below presents our operating results for the three months ended. June 30, 2021 and 2020 and the effect of changes in those results from period to period on our net income attributable to common shareholders.

                                                            For the Three Months Ended June              (Decrease) Increase
                                                                          30,                               to Net Income
                                                               2021                2020                  $                  %
                                                                                   (Dollars in thousands)
Segment NOI:
Triple-net leased properties                               $  154,791          $  170,965          $  (16,174)             (9.5) %
Senior living operations                                      111,139             116,751              (5,612)             (4.8)
Office operations                                             137,320             133,887               3,433               2.6
All other                                                      20,506              20,907                (401)             (1.9)
Total segment NOI                                             423,756             442,510             (18,754)             (4.2)
Interest and other income                                         585               1,540                (955)            (62.0)
Interest expense                                             (110,051)           (123,132)             13,081              10.6
Depreciation and amortization                                (250,700)           (349,594)             98,894              28.3
General, administrative and professional fees                 (30,588)            (28,080)             (2,508)             (8.9)
Gain on extinguishment of debt, net                                74                   -                  74                   nm
Merger-related expenses and deal costs                           (721)             (6,586)              5,865              89.1
Allowance on loans receivable and investments                      59             (29,655)             29,714                   nm
Other                                                          13,490              (5,286)             18,776                   nm

Profit (loss) before non-consolidated entities, property disposals, income taxes and non-controlling interests 45,904

             (98,283)            144,187                   nm
Income (loss) from unconsolidated entities                      4,767              (5,850)             10,617                   nm
Gain on real estate dispositions                               41,258               1,254              40,004                   nm
Income tax expense                                             (3,641)            (56,356)             52,715              93.5
Income (loss) from continuing operations                       88,288            (159,235)            247,523                   nm
Net income (loss)                                              88,288            (159,235)            247,523                   nm

Net income attributable to non-controlling interests 1,897

        (2,065)             (3,962)                  nm

Net income (loss) attributable to common shareholders $ 86,391

   $ (157,170)            243,561                   nm



nm - not meaningful

NOI-Triple-Net Segment 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, 2021.
                                                           For the Three Months Ended June              (Decrease) Increase
                                                                         30,                              to Segment NOI
                                                               2021                2020                 $                  %
                                                                                   (Dollars in thousands)
Segment NOI-Triple-Net Leased Properties:
Rental income                                              $  159,223          $ 176,240          $  (17,017)             (9.7) %
Less: Property-level operating expenses                        (4,432)            (5,275)                843              16.0
Segment NOI                                                $  154,791          $ 170,965             (16,174)             (9.5)



In our triple-net leased properties reportable business segment, our revenues
generally consist of fixed rental amounts (subject to annual 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.
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The segment NOI decrease in our triple-net leased portfolio was primarily driven
by (i) a $53.4 million reduction (including $3.0 million of contractual rent)
attributable to the net impact of the transition of 26 independent living assets
operated by Holiday Retirement, from our triple-net portfolio to our senior
housing operating portfolio in the beginning of the second quarter of 2020, (ii)
a $8.9 million reduction in rental income under our lease with Brookdale Senior
Living following the modification of the lease in the third quarter of 2020 and
(iii) a $8.7 million reduction attributable to rental income from communities
that were sold or transitioned to our senior housing operating portfolio prior
to the second quarter of 2021. These decreases were partially offset by a $53.3
million COVID-19 related write-off of previously accrued straight-line rental
income in the second quarter of 2020.

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 related to the triple-net leased
properties we owned at June 30, 2021 and 2020 for the first quarter of 2021 and
2020, 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.

                                                                      Average Occupancy                                        Average Occupancy
                                                Number of               for the Three                    Number of               for the Three
                                             Properties Owned        Months Ended March               Properties Owned        Months Ended March
                                             at June 30, 2021             31, 2021                    at June 30, 2020             31, 2020
Senior housing communities                         281                      76.0%                           302                      84.8%
SNFs                                                16                      75.8                             16                      88.7
IRFs and LTACs                                      35                      59.0                             36                      54.7


The following table compares the operating results of our 352 triple net same store leased properties. See “Non-GAAP-NOI Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding the same store NOI for each of our reportable business segments.

                                                      For the Three Months Ended June
                                                                    30,                          Increase to Segment NOI
                                                          2021                2020                 $                  %
                                                                           

(dollars in thousands)
NOI-Triple-Net leased properties from same store segment: Rental income

                                         $  157,728          $ 113,471          $   44,257              39.0  %
Less: Property-level operating expenses                   (4,432)            (4,442)                 10               0.2
Segment NOI                                           $  153,296          $ 109,029              44,267              40.6



The segment NOI increase in our same-store triple net leased portfolio was
primarily driven by a $53.3 million COVID-19 related write-off of previously
accrued straight-line rental income in the second quarter of 2020, partially
offset by $8.9 million in lower rental income under our lease with Brookdale
Senior Living following modification of the lease in the third quarter of 2020.

NOI-Senior Living Operations segment

The following table summarizes results of operations in our senior living
operations reportable business segment, including assets sold or classified as
held for sale as of June 30, 2021. For senior housing communities in our senior
living operations reportable business segment, occupancy generally reflects
average operator-reported unit occupancy for the reporting period.
                                       40
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                                                           For the Three Months Ended June              (Decrease) Increase
                                                                         30,                              to Segment NOI
                                                               2021                2020                 $                  %
                                                                                   (Dollars in thousands)
Segment NOI-Senior Living Operations:
Resident fees and services                                 $  535,952          $ 549,329          $  (13,377)             (2.4) %
Less: Property-level operating expenses                      (424,813)          (432,578)              7,765               1.8
Segment NOI                                                $  111,139          $ 116,751              (5,612)             (4.8)



                                                                                                                                    Average Monthly Revenue Per
                                                                                          Average Unit Occupancy for the            Occupied Room For the Three
                                           Number of Properties at June 30,                 Three Months Ended June 30,                Months Ended June 30,
                                           2021                          2020                2021                 2020                 2021                2020
Total communities                           440                            428                  77.4  %             82.2  %       $      4,635          $ 4,674



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. Average monthly
revenue per occupied room reflects average resident fees and services per
operator-reported occupied unit for the reporting period. Property-level
operating expenses related to our senior living operations segment include
labor, food, utilities, marketing, management and other costs of operating the
properties.

The period-over-period decrease in the NOI of the segments of our senior residences operating portfolio is mainly due to lower occupancy and move-in incentives offered to new residents, partially offset by the decrease in costs related to COVID-19 in 2021, the transition of assets from our triple net portfolio. to our operating portfolio of seniors’ residences and to our buildings under development put into service.

The following table compares the operating results of our 393 same-store retirement home operating communities.

                                                           For the Three Months Ended June              (Decrease) Increase
                                                                         30,                              to Segment NOI
                                                               2021                2020                 $                  %
                                                                                   (Dollars in thousands)
Same-Store Segment NOI-Senior Living Operations:
Resident fees and services                                 $  491,387          $ 533,595          $  (42,208)             (7.9) %
Less: Property-level operating expenses                      (392,632)          (421,330)             28,698               6.8
Segment NOI                                                $   98,755          $ 112,265             (13,510)            (12.0)



                                                                                                                                    Average Monthly Revenue Per
                                                                                          Average Unit Occupancy for the            Occupied Room For the Three
                                           Number of Properties at June 30,                 Three Months Ended June 30,                Months Ended June 30,
                                           2021                          2020                2021                 2020                 2021                2020
Same-store communities                      393                            393                  78.0  %             82.4  %       $      4,812          $ 4,947


The period-over-period decrease in segment NOI of our same-store retirement homes operating portfolio is primarily due to lower occupancy and move-in incentives offered to new residents, partially offset by lower costs related to COVID-19 in 2021.

                                       41
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NOI-Office Operations Segment

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, 2021. 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               Increase (Decrease)
                                                                         30,                               to Segment NOI
                                                               2021                2020                 $                   %
                                                                                    (Dollars in thousands)
Segment NOI-Office Operations:
Rental income                                              $  200,388          $ 192,925          $     7,463                3.9  %
Office building services revenues                               2,540              2,257                  283               12.5
Total revenues                                                202,928            195,182                7,746                4.0

Less:

Property-level operating expenses                             (64,950)           (60,752)              (4,198)              (6.9)
Office building services costs                                   (658)              (543)                (115)             (21.2)
Segment NOI                                                $  137,320          $ 133,887                3,433                2.6



                                                                                                                                       Annualized Average Rent Per
                                                                                                                                           Occupied Square Foot
                                                                                                                                     for the Three Months Ended June
                                          Number of Properties at June 30,                       Occupancy at June 30,                             30,
                                          2021                          2020                  2021                   2020                 2021                2020
Total office buildings                     370                             377                    89.5  %              90.4  %       $     34              $    33



The increase in office segment NOI is primarily due to a recovery in patient
activity and parking revenues and contractual rent increases, partially offset
by dispositions of non-core assets during the three months ended June 30, 2021.

The following table compares results of operations for our 345 same-store office
buildings.
                                                             For the Three Months Ended June              Increase (Decrease)
                                                                           30,                               to Segment NOI
                                                                 2021                2020                 $                   %
                                                                                     (Dollars in thousands)
Same-Store Segment NOI-Office Operations:
Rental income                                                $  187,352          $ 178,073          $     9,279               5.2  %
Less: Property-level operating expenses                         (59,604)           (55,189)              (4,415)             (8.0)
Segment NOI                                                  $  127,748          $ 122,884                4,864               4.0



                                                                                                                                    Annualized Average Rent Per
                                                                                                                                        Occupied Square Foot
                                                                                                                                     for the Three Months Ended
                                            Number of Properties at June 30,                    Occupancy at June 30,                         June 30,
                                            2021                          2020                2021                 2020                 2021              2020
Same-store office buildings                  345                            345                  91.6  %             92.0  %       $    35              $   33


                                       42
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Same-store office operations increased due to contract escalators, increased tenant activity and improved parking revenues.

NOI segment -All others

Information provided for all other segment NOI includes income from loans and
investments and other miscellaneous income not directly attributable to any of
our three reportable business segments. The $0.4 million decrease in all other
segment NOI for the three months ended June 30, 2021 over the same period in
2020 was primarily due to reduced interest income from our loans receivable
investments, partially offset by increased management fee revenues from
investments in unconsolidated real estate entities.

Company results

Interest and other income

the $ 1.0 million The decrease in interest and other income is mainly attributable to the decrease in interest income on short-term investments.

Interest charges

The $13.1 million decrease in total interest expense for the three months ended
June 30, 2021 compared to the same period in 2020 was primarily due to lower
debt balances, partially offset by a higher effective interest rate. Our
weighted average effective interest rate was 3.6% and 3.3% for the three months
ended June 30, 2021 and 2020, respectively. Capitalized interest for both the
three months ended June 30, 2021 and 2020 was $2.7 million.

Depreciation and amortization

Depreciation and amortization expense decreased $98.9 million primarily due to
COVID-19 related impairments of $108.8 million recognized in the second quarter
of 2020 as compared to $17.0 million of impairments recognized in the second
quarter of 2021 related to properties classified as held for sale.

General, administrative and professional expenses

The $2.5 million increase in general, administrative and professional fees was
primarily due to increased compensation and benefits, partially offset by lower
professional fees.

Merger-related expenses and transaction costs

the $ 5.9 million The decrease in merger-related expenses and transaction costs is mainly attributable to severance benefits incurred in 2020.

Provision on loans receivable and investments

the $ 29.7 million decrease in the provision on loans and investments for the three months ended June 30, 2020 was due to the recognition of credit losses related to COVID-19.

Other

The $18.8 million change in other was primarily due to a $23.2 million increase
in the fair value of stock warrants received in connection with the Brookdale
Senior Living lease modification in the third quarter of 2020, partially offset
by additional expenses relating to 2021 winter storms.

Income (loss) of non-consolidated entities

the $ 10.6 million the variation in the result of non-consolidated entities is mainly due to a $ 10.7 million impairment of our investment in an unconsolidated operating entity in the second quarter of 2020.

                                       43
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Gain on property disposals

the $ 40.0 million the increase in the gain on disposal of buildings is mainly attributable to the sale of an MOB in the second quarter of 2021 which resulted in a gain of $ 41.3 million.

Income tax expense

The $52.7 million decrease in income tax expense was primarily due to a $56.4
million valuation allowance against deferred tax assets of certain of our TRS
entities that was recognized in the second quarter of 2020.


Six months ended June 30, 2021 and 2020

The table below presents our operating results for the half-year ended. June 30, 2021 and 2020 and the effect of changes in those results from period to period on our net income attributable to common shareholders.

                                                      For the Six Months Ended June                (Decrease) Increase
                                                                   30,                                to Net Income
                                                         2021                2020                 $                   %
                                                                              (Dollars in thousands)
Segment NOI:
Triple-net leased properties                         $  309,851          $ 359,496          $  (49,645)              (13.8) %
Senior living operations                                221,960            283,390             (61,430)              (21.7)
Office operations                                       272,555            279,224              (6,669)               (2.4)
All other                                                42,122             45,906              (3,784)               (8.2)
Total segment NOI                                       846,488            968,016            (121,528)              (12.6)
Interest and other income                                   926              6,393              (5,467)              (85.5)
Interest expense                                       (220,818)          (239,828)             19,010                 7.9
Depreciation and amortization                          (564,848)          (598,431)             33,583                 5.6
General, administrative and professional fees           (70,897)           (68,540)             (2,357)               (3.4)
Loss on extinguishment of debt, net                     (27,016)                 -             (27,016)                    nm
Merger-related expenses and deal costs                   (5,338)           (14,804)              9,466                63.9
Allowance on loans receivable and investments             8,961            (29,655)             38,616                     nm
Other                                                    22,918            (11,069)             33,987                     nm

(Loss) profit before non-consolidated entities, property disposals, income taxes and non-controlling interests

                                                (9,624)            12,082             (21,706)                    nm
Income (loss) from unconsolidated entities                4,517            (16,726)             21,243                     nm
Gain on real estate dispositions                         43,791            227,479            (183,688)              (80.7)
Income tax (expense) benefit                             (5,794)            92,660             (98,454)                    nm
Income from continuing operations                        32,890            315,495            (282,605)              (89.6)
Net income                                               32,890            315,495            (282,605)              (89.6)
Net income (loss) attributable to noncontrolling
interests                                                 3,708               (452)             (4,160)                    nm

Net income attributable to ordinary shareholders $ 29,182 $ 315,947

            (286,765)              (90.8)


nm – not significant

Segment 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, 2021.
                                       44
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                                                      For the Six Months Ended June                (Decrease) Increase
                                                                   30,                               to Segment NOI
                                                         2021                2020                 $                   %
                                                                              (Dollars in thousands)
Segment NOI-Triple-Net Leased Properties:
Rental income                                        $  319,108          $ 371,102          $  (51,994)              (14.0) %

Less: Property-level operating expenses                  (9,257)           (11,606)              2,349                20.2
Segment NOI                                          $  309,851          $ 359,496             (49,645)              (13.8)


nm - not meaningful

  The decrease in our triple-net leased properties segment NOI for the six
months ended June 30, 2021 compared to the same period in 2020 was primarily
driven by (i) a $69.0 million reduction (including $18.2 million of contractual
rent) attributable to the net impact of the transition of 26 independent living
assets operated by Holiday Retirement, from our triple-net portfolio to our
senior housing operating portfolio in the beginning of the second quarter of
2020, (ii) a $17.8 million reduction in rental income under our lease with
Brookdale Senior Living following modification of the lease in the third quarter
of 2020, and (iii) a $17.9 million reduction attributable to rental income from
communities that were sold or transitioned to our senior housing operating
portfolio prior to the second quarter of 2021. These decreases were partially
offset by a $53.3 million COVID-19 related write-off of previously accrued
straight-line rental income during the second quarter of 2020.

The following table compares the operating results of our 352 triple net same store leased properties.

                                                      For the Six Months Ended June                Increase (Decrease)
                                                                   30,                                to Segment NOI
                                                         2021                2020                 $                   %
                                                                           

(dollars in thousands)
NOI-Triple-Net leased properties from same store segment: Rental income

                                        $  315,997          $ 281,039          $   34,958                12.4  %
Less: Property-level operating expenses                  (9,231)            (8,534)               (697)               (8.2)
Segment NOI                                          $  306,766          $ 272,505              34,261                12.6


nm - not meaningful
  The increase in our same-store triple-net leased properties rental income for
the six months ended June 30, 2021 over the same period in 2020 was attributable
primarily to a $53.3 million COVID-19 related write-off of previously accrued
straight-line rental income during the second quarter of 2020, partially offset
by $17.8 million in lower rental income recognized under our lease with
Brookdale Senior Living following modification of the lease in the third quarter
of 2020.
Segment NOI-Senior Living Operations
The following table summarizes results of operations in our senior living
operations reportable business segment, including assets sold or classified as
held for sale as of June 30, 2021.
                                                                                                            (Decrease) Increase
                                                         For the Six Months Ended June 30,                     to Segment NOI
                                                             2021                    2020                  $                   %
                                                                                  (Dollars in thousands)
Segment NOI-Senior Living Operations:
Resident fees and services                           $       1,064,602          $ 1,126,099          $  (61,497)               (5.5) %
Less: Property-level operating expenses                       (842,642)            (842,709)                 67                 0.0
Segment NOI                                          $         221,960          $   283,390             (61,430)              (21.7)


                                                                                                                                     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,
                                           2021                          2020                2021                 2020                 2021                2020
Total communities                           440                            428                  76.8  %             84.3  %       $      4,642          $ 4,862



                                       45
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The period over period decrease in our senior living operations segment NOI was
primarily driven by lower occupancy and move-in incentives provided to new
residents, partially offset by lower COVID-19 costs in 2021, the transition of
assets from our triple-net portfolio to our senior living operating portfolio
and development properties placed in service.

The following table compares the operating results of our 389 same-store retirement homes operating communities.

                                                                                                     (Decrease) Increase
                                                     For the Six Months Ended June 30,                  to Segment NOI
                                                         2021                 2020                  $                    %
                                                                               (Dollars in thousands)
Same-Store Segment NOI-Senior Living Operations:
Resident fees and services                           $  962,452          $ 1,096,185          $  (133,733)              (12.2) %
Less: Property-level operating expenses                (770,216)            (818,632)              48,416                 5.9
Segment NOI                                          $  192,236          $   277,553              (85,317)              (30.7)



                                                                                                                                     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,
                                           2021                          2020                2021                 2020                 2021                2020
Same-store communities                      389                            389                  77.1  %             84.6  %       $      4,912          $ 5,100



The period over period decrease in our same-store senior living operations
segment NOI was primarily attributable to lower occupancy and move-in incentives
provided to new residents, partially offset by lower COVID-19 costs during 2021.
Lower operating expenses in 2021 reflect the receipt of $13.2 million of HHS
grants in the first quarter of 2021, which partially mitigated COVID-19 losses
incurred by our SHOP communities.
Segment 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, 2021.
                                                      For the Six Months Ended June                    (Decrease) Increase
                                                                   30,                                   to Segment NOI
                                                         2021                2020                     $                       %
                                                                                  (Dollars in thousands)
Segment NOI-Office Operations:
Rental income                                        $  397,843          $ 401,320          $           (3,477)               (0.9) %
Office building services revenue                          4,884              4,432                         452                10.2
Total revenues                                          402,727            405,752                      (3,025)               (0.7)

Less:

Property-level operating expenses                      (128,896)          (125,258)                     (3,638)               (2.9)
Office building services costs                           (1,276)            (1,270)                         (6)               (0.5)
Segment NOI                                          $  272,555          $ 279,224                      (6,669)               (2.4)


                                                                                                                                   Annualized Average Rent
                                                                                                                                   Per Occupied Square Foot
                                                                                                                                   For the Six Months Ended
                                           Number of Properties at June 30,                    Occupancy at June 30,                       June 30,
                                           2021                          2020                2021                 2020               2021            2020
Total office buildings                      370                            377                  89.5  %             90.4  %       $    34          $   33



The decrease in our office operations segment NOI for the six months ended June
30, 2021 over the same period in 2020 was attributable primarily to assets sold
to the Ventas Fund in the first quarter of 2020 and business interruption
proceeds received in 2020, partially offset by recovery in patient activity and
parking revenues and contractual rent increases.

                                       46
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The following table compares results of operations for our 341 same-store office
buildings.
                                                      For the Six Months Ended June                Increase (Decrease)
                                                                   30,                                to Segment NOI
                                                         2021                2020                  $                    %
                                                                               (Dollars in thousands)
Same-Store Segment NOI-Office Operations:
Rental income                                        $  367,223          $ 356,956          $     10,267                 2.9  %
Less: Property-level operating expenses                (116,882)          (111,079)               (5,803)               (5.2)
Segment NOI                                          $  250,341          $ 245,877                 4,464                 1.8



                                                                                                                                    Annualized Average Rent
                                                                                                                                    Per Occupied Square Foot
                                                                                                                                    For the Six Months Ended
                                           Number of Properties at June 30,                    Occupancy at June 30,                        June 30,
                                           2021                          2020                 2021                 2020               2021            2020
Same-store office buildings                 341                            341                   91.6  %             92.0  %       $    34          $   33



The increase in our same-store office operations segment NOI for the six months
ended June 30, 2021 over the same period in 2020 was primarily due to
contractual escalators, increased tenant activity and improved parking income.
Segment NOI -All Other
The $3.8 million decrease in all other segment NOI for the six months ended June
30, 2021 over the same period in 2020 was primarily due to reduced interest
income from our loans receivable investments, partially offset by increased
management fee revenues from investments in unconsolidated real estate entities.
Company Results
Interest and Other Income
The $5.5 million decrease in interest and other income for the six months ended
June 30, 2021 over the same period in 2020 was primarily due to a 2020 reduction
of a liability related to an acquisition and lower interest income on short term
investments.
Interest Expense
The $19.0 million decrease in total interest expense for the six months ended
June 30, 2021 over the same period in 2020 was primarily due to lower debt
balances, partially offset by a higher effective interest rate. Our weighted
average effective interest rate was 3.7% and 3.5% for the six months ended June
30, 2021 and 2020, respectively. Capitalized interest for the six months ended
June 30, 2021 and 2020 was $5.8 million and $5.6 million, respectively.
Depreciation and Amortization
The $33.6 million decrease in depreciation and amortization expense was
primarily due to the $108.8 million COVID-19 related impairments recognized in
the second quarter of 2020, partially offset by $94.2 million of impairments
recognized during 2021 relating to assets that were sold or classified as held
for sale.
                                       47
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General, Administrative and Professional Fees
The $2.4 million increase in general, administrative and professional fees was
primarily due to increased stock-based compensation, partially offset by reduced
salaries and benefits and lower professional fees.

Loss on extinction of debt, net

Loss on extinguishment of debt, net for the six months ended June 30, 2021 was
due to the make whole redemption for the entirety of the $400.0 million
aggregate principal amount of 3.10% senior notes due January 2023 during the
first quarter of 2021.
Merger-Related Expenses and Deal Costs
The $9.5 million decrease in merger-related expenses and deal costs was
primarily attributable to severance related charges and captive insurance
organization costs incurred in 2020.
Allowance on Loans Receivable and Investments
The $38.6 million change in allowance on loans receivable and investments was
due to the recognition of COVID-19 related credit losses in the second quarter
of 2020, which were partially reversed in the first quarter of 2021 due to a
change in our estimate of credit losses.

Other

The $34.0 million change in other was primarily due to the change in fair value
of stock warrants received in connection with the Brookdale Senior Living lease
modification in the third quarter of 2020, partially offset by additional
expenses relating to 2021 winter storms.
Income (Loss) from Unconsolidated Entities
The $4.5 million of income from unconsolidated entities for the six months ended
June 30, 2021 versus the $16.7 million of loss from unconsolidated entities for
the same period in 2020 was due to an impairment of our investment in an
unconsolidated operating entity in the second quarter of 2020 and our share of
operating results from our unconsolidated entities.
Gain on Real Estate Dispositions
The $183.7 million decrease in gain on real estate dispositions was primarily
due to our contribution of six properties to the Ventas Fund in the first
quarter of 2020, partially offset by the second quarter 2021 sale of one MOB
that resulted in a gain of $41.3 million.
Income Tax (Expense) Benefit

The $5.8 million of income tax expense for the six months ended June 30, 2021 as
compared to the $92.7 million income tax benefit for the same period in 2020 was
primarily due to a $152.9 million deferred tax benefit related to the internal
restructuring of certain U.S. taxable REIT subsidiaries completed within the
first quarter of 2020, partially offset by changes in the valuation allowance
against deferred tax assets of certain of our TRS entities. The benefit resulted
from the transfer of assets subject to certain deferred tax liabilities from
taxable REIT subsidiaries to the entities other than the TRS entities in this
tax-free transaction.

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
                                       48
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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.

Operating funds and Normalized operating funds attributable to common shareholders

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 and between periods on
a consistent basis without having to account for differences caused by
non-recurring items and other non-operational events such as transactions and
litigation. In some cases, 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 gains or losses on re-measurement of
equity method investments, and impairment write-downs of depreciable real
estate, plus real estate depreciation and amortization, and after adjustments
for unconsolidated partnerships and entities. Adjustments for unconsolidated
partnerships and entities will be calculated to reflect FFO on the same basis.
We define Normalized FFO as FFO excluding the following income and expense items
(which may be recurring in nature): (a) merger-related costs and expenses,
including amortization of intangibles, transition and integration expenses, and
deal costs and expenses, including expenses and recoveries relating to
acquisition lawsuits; (b) the impact of any expenses related to asset impairment
and valuation allowances, the write-off of unamortized deferred financing fees,
or additional costs, expenses, discounts, make-whole payments, penalties or
premiums incurred as a result of early retirement or payment of 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, severance-related costs and charitable donations made
to the Ventas Charitable Foundation; (e) gains and losses for non-operational
foreign currency hedge agreements and changes in the fair value of financial
instruments; (f) gains and losses on non-real estate dispositions and other
unusual items related to unconsolidated entities; (g) expenses related to the
re-audit and re-review in 2014 of our historical financial statements and
related matters; (h) net expenses or recoveries related to natural disasters;
and (i) any other incremental items set forth in the Normalized FFO
reconciliation included herein.

                                       49
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The following table summarizes our FFO and Normalized FFO for the three and six
months ended June 30, 2021 and 2020. The decrease in Normalized FFO for the six
months ended June 30, 2021 over the same period in 2020 is principally due to
the impact of COVID-19 on our senior housing business, lower rental income from
our triple-net lease with Brookdale Senior Living, and the impact of our
contribution of six properties to the Ventas Fund in the first quarter of 2020,
partially offset by a decrease in interest expense.

                                                            For the Three Months Ended June         For the Six Months Ended June
                                                                          30,                                    30,
                                                               2021                2020                2021                2020
                                                                                        (In thousands)

Net income (loss) attributable to common shareholders $ 86,391

$ (157,170) $ 29,182 $ 315,947
Adjustments: Real estate depreciation and amortization

                     249,527             348,110             562,397            595,440

Real estate depreciation linked to non-controlling interests

                                                      (4,678)             (4,068)             (9,296)            (7,911)

Real estate depreciation related to non-consolidated entities

                                                        4,615               1,307               8,633              1,868

Loss on property disposals related to non-controlling interests

                                                          (7)                 (3)                 (7)                (9)
Gain on real estate dispositions                              (41,258)             (1,254)            (43,791)          (227,479)

FFO attributable to common stockholders                       294,590             186,922             547,118            677,856

Adjustments:

Change in fair value of financial instruments                 (23,211)                (13)            (44,219)               (23)
Non-cash income tax expense (benefit)                           1,166              55,505               2,510            (85,391)
(Gain) loss on extinguishment of debt, net                        (74)                  -              27,016                  -

(Gain) loss on non-real estate disposals related to non-consolidated entities

                                           (10)                  -                 (31)               239

Merger-related costs, transaction costs and re-audit costs 1,769

         6,605               7,128             15,378
Amortization of other intangibles                                 116                 118                 233                236
Other items related to unconsolidated entities                     43                (263)                143             (1,138)
Non-cash impact of changes to equity plan                      (2,298)             (3,337)              6,443              3,558

Natural disaster expenses, net                                  3,128                 252               8,255              1,193
Impact of Holiday lease termination                                 -             (50,184)                  -            (50,184)
Write-off of straight-line rental income, net of
noncontrolling interests                                            -              52,368                   -             52,368
Allowance on loan investments and impairment of
unconsolidated entities, net of noncontrolling interests          (57)             40,320              (8,955)            40,320

Normalized FFO attributable to common shareholders $ 275,162

$ 288,293 $ 545,641 $ 654,412

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Adjusted EBITDA

We consider Adjusted EBITDA an important supplemental measure because it
provides another manner in which to evaluate our operating performance and
serves as another indicator of our credit strength and our ability to service
our debt obligations. We define Adjusted EBITDA as consolidated earnings before
interest, taxes, depreciation and amortization (including non-cash stock-based
compensation expense, asset impairment and valuation allowances), excluding
gains or losses on extinguishment of debt, our partners' share of EBITDA of
consolidated entities, merger-related expenses and deal costs, expenses related
to the re-audit and re-review in 2014 of our historical financial statements,
net gains or losses on real estate activity, gains or losses on remeasurement of
equity interest upon acquisition, changes in the fair value of financial
instruments, unrealized foreign currency gains or losses, net expenses or
recoveries related to natural disasters and non-cash charges related to leases,
and including Ventas' share of EBITDA from unconsolidated entities and
adjustments for other immaterial or identified items. The following table sets
forth a reconciliation of net income attributable to common stockholders to
Adjusted EBITDA:
                                                         For the Three Months Ended June         For the Six Months Ended June
                                                                       30,                                    30,
                                                            2021                2020                2021                2020
                                                                                     (In thousands)
Net income (loss) attributable to common stockholders   $   86,391          $ (157,170)         $   29,182          $ 315,947
Adjustments:
Interest                                                   110,051             123,132             220,818            239,828
(Gain) loss on extinguishment of debt, net                     (74)                  -              27,016                  -

Taxes (including tax amounts in general, administrative and professional costs)

                                       5,015              57,500               8,451            (90,207)
Depreciation and amortization                              250,700             349,594             564,848            598,431
Non-cash stock-based compensation expense                    5,393               1,043              21,465             11,557

Merger-related costs, transaction costs and re-audit costs 721

      6,586               5,338             14,804

Net income attributable to non-controlling interests, adjusted for the share of partners in the EBITDA of the consolidated entity

                                                      (6,637)             (5,639)            (13,413)           (11,737)

Loss of unconsolidated entities, adjusted for Ventas’ share in the EBITDA of unconsolidated entities

                18,873              10,439              35,579             28,173
Gain on real estate dispositions                           (41,258)             (1,254)            (43,791)          (227,478)
Unrealized foreign currency loss (gain)                         55                 (37)                124                 (6)
Change in fair value of financial instruments              (23,217)                (13)            (44,222)               (22)

Natural disaster expenses, net                               3,120                 198               8,294                981

Amortization of linear rental income from vacation lease termination

                                                -             (50,184)                  -            (50,184)
Write-off of straight-line rental income, net of
noncontrolling interests                                         -              52,368                   -             52,368
Allowance on loan investments and impairment of
unconsolidated entities, net of noncontrolling
interests                                                      (57)             40,320              (8,955)            40,320
Adjusted EBITDA                                         $  409,076          $  426,883          $  810,734          $ 922,775


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NO I

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 services costs. Cash receipts may differ due to
straight-line recognition of certain rental income and the application of other
GAAP policies. The following table sets forth a reconciliation of net income
attributable to common stockholders to NOI:
                                                         For the Three Months Ended June         For the Six Months Ended June
                                                                       30,                                    30,
                                                            2021                2020                2021                2020
                                                                                     (In thousands)
Net income (loss) attributable to common stockholders   $   86,391          $ (157,170)         $   29,182          $ 315,947
Adjustments:
Interest and other income                                     (585)             (1,540)               (926)            (6,393)
Interest expense                                           110,051             123,132             220,818            239,828
Depreciation and amortization                              250,700             349,594             564,848            598,431
General, administrative and professional fees               30,588              28,080              70,897             68,540
(Gain) loss on extinguishment of debt, net                     (74)                  -              27,016                  -

Merger-related costs, transaction costs and re-audit costs 721

      6,586               5,338             14,804
Allowance on loans receivable and investments                  (59)             29,655              (8,961)            29,655
Other                                                      (13,490)              5,286             (22,918)            11,069
Net income (loss) attributable to noncontrolling
interests                                                    1,897              (2,065)              3,708               (452)
(Income) loss from unconsolidated entities                  (4,767)              5,850              (4,517)            16,726
Income tax expense (benefit)                                 3,641              56,356               5,794            (92,660)
Gain on real estate dispositions                           (41,258)             (1,254)            (43,791)          (227,479)
NOI                                                     $  423,756          $  442,510          $  846,488          $ 968,016



See "Results of Operations" for discussions regarding both segment NOI and
same-store segment NOI. We define same-store as properties owned, consolidated
and operational for the full period in both comparison periods and 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 portfolio performance.

Newly acquired development properties and recently developed or redeveloped
properties in our senior living operations 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 segments
will be included in same-store once substantial completion of work has occurred
for the full period in both periods presented. Our senior living operations 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 lease properties, 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 the senior living
operations and triple-net leased segments, those properties that are scheduled
to undergo operator or business model transitions, or have transitioned
operators or business models after the start of the prior comparison period.

To eliminate the impact of exchange rate movements, 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
                                       52
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reported in USD, while the results for the previous comparison period are adjusted and converted to USD based on the average exchange rate for the current period.

Liquidity and capital resources

During the six months ended June 30, 2021, our principal sources of liquidity
were cash flows from operations, proceeds from the issuance of debt and equity
securities, borrowings under our unsecured revolving credit facility, 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.

While continuing decreased revenue and net operating income as a result of the
COVID-19 pandemic could lead to downgrades of our long-term credit rating 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 the
pandemic 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.

See “Note 9 – Senior obligations payable and other debts” of the notes to the consolidated financial statements included in part I, article 1 of this quarterly report on form 10-Q for more information on our significant financing activities .

Loans receivable and investments

In June 2021, we received a notice of full redemption for Ardent's outstanding
9.75% Senior Notes due 2026 at a price equal to 107.313% of the principal amount
of the notes, plus accrued and unpaid interest. We received aggregate proceeds
of $224 million from the redemption of these marketable debt securities in July
2021. We expect to recognize a gain of $16.6 million during the third quarter of
2021.

In July 2021, we received $ 66 million Holiday Retirement as a full repayment at par of the outstanding guaranteed notes that Holiday Retirement had previously issued to us under the april 2020 lease termination operation.

Unsecured credit facilities, commercial paper and term loans

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

As of June 30, 2021, we had $2.5 billion of undrawn capacity on our New Credit
Facility with $46.3 million borrowings outstanding and an additional $24.9
million restricted to support outstanding letters of credit. We limit our use of
the New Credit Facility, to the extent necessary, to support our commercial
paper program when commercial paper notes are outstanding. As of June 30, 2021,
we had $170.0 million of commercial paper outstanding.

Our wholly owned subsidiary, 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 United
States 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, 2021, we had $170.0
million of borrowings outstanding under our commercial paper program.

                                       53
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From June 30, 2021, we had a $ 200.0 million unsecured term loan valued at LIBOR plus 0.90% which matures in 2023. The term loan also includes an accordion feature which effectively allows us to increase our total borrowing under it up to $ 800.0 million.

From June 30, 2021, we had a 500 million Canadian dollars Unsecured Canadian Dollar Offered Rate (“CDOR”) plus 0.90% term loan facility which matures in 2025.

As of June 30, 2021, we had a $400.0 million secured revolving construction
credit facility with $43.9 million of borrowings outstanding. The secured
revolving construction credit facility matures in 2022 and is primarily used to
finance the development of life science, research and innovation centers and
other construction projects.

Senior Notes

In August 2021, Ventas Realty issued a make whole notice of redemption for the
entirety of the $400.0 million aggregate principal amount of 3.125% senior notes
due 2023. The redemption is expected to settle in September 2021, principally
using cash on hand. We expect to recognize a loss on extinguishment of debt of
approximately $21 million during the third quarter of 2021.

In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole
notice of redemption for the entirety of the $263.7 million aggregate principal
amount of 3.25% senior notes due 2022. The redemption is expected to settle in
August 2021, principally using cash on hand. We expect to recognize a loss on
extinguishment of debt of approximately $8 million during the third quarter of
2021.

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

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

From time to time, we may sell our common stock under an "at-the-market" equity
offering program ("ATM program"). As of June 30, 2021, we had $740.7 million
remaining under our existing ATM program. During the six months ended June 30,
2021, we sold 0.3 million shares of common stock under our ATM program for gross
proceeds of $56.73 per share.

In July 2021, we sold 5.1 million common shares under our ATM program for gross proceeds of $ 58.60 per share. From July 31, 2021, we have
$ 440.6 million remaining under our existing 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, 2021, we declared a dividend of $0.45 per
share of our common stock in each of the first and second quarter, respectively.
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 2021.

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

Cash flow

The following table shows our sources and uses of cash flow:

                                                     For the Six Months Ended June 30,            Increase (Decrease) to Cash
                                                         2021                 2020                  $                     %
                                                                                (Dollars in thousands)
Cash, cash equivalents and restricted cash at
beginning of period                                  $  451,640          $   146,102          $   305,538                       nm
Net cash provided by operating activities               528,856              720,011             (191,155)                (26.5) %
Net cash (used in) provided by investing activities    (121,105)             348,080             (469,185)                      nm
Net cash used in financing activities                  (586,073)            (183,228)            (402,845)                      nm
Effect of foreign currency translation                    1,450               (1,829)               3,279                       nm
Cash, cash equivalents and restricted cash at end of
period                                               $  274,768          $ 1,029,136             (754,368)                (73.3)



nm - not meaningful

Cash flow from operating activities

Cash flows from operating activities decreased $191.2 million during the six
months ended June 30, 2021 compared to the same period in 2020 primarily due to
the COVID-19 impact on our triple-net leased and senior housing business and
lower rental income from our triple-net lease with Brookdale Senior Living,
partially offset by a decrease in interest expense.

Cash flow from investing activities

Cash flows from investing activities decreased $469.2 million during the six
months ended June 30, 2021 over the same period in 2020 primarily due to fewer
proceeds from real estate dispositions.

Cash flow from financing activities

Cash flows from financing activities decreased $402.8 million during the six
months ended June 30, 2021 over the same period in 2020 primarily due to the
April 2020 issuance of $500 million senior notes due 2030 and March 2021
redemption of $400.0 million senior notes due 2023, partially offset by lower
dividends to common stockholders.

Capital expenditure

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 senior living operations
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.

                                       55
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To the extent that unanticipated capital expenditure needs arise or significant
borrowings are required, our liquidity may be affected adversely. Our ability to
borrow additional funds may be restricted in certain circumstances by the terms
of the instruments governing our outstanding indebtedness.

We are party to certain agreements that obligate us to develop senior housing or
healthcare properties funded through capital that we and, in certain
circumstances, our joint venture partners provide. As of June 30, 2021, we had
12 properties under development pursuant to these agreements, including three
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.

Contractual obligations

During the three months ended June 30, 2021, 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
2020 Annual Report.

Off-balance sheet provisions

We own interests in certain unconsolidated entities as described in Note 6 -
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 9 - 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, 2021, we had
$24.9 million outstanding letter 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 under
"Contractual Obligations."


Financial information of the guarantor and the issuer

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, including the senior notes that were
jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a
direct 100% owned subsidiary of Ventas Realty that has no assets or operations,
but was formed in 2002 solely to facilitate offerings of senior notes by a
limited partnership. None of our other subsidiaries (excluding Ventas Realty and
Ventas Capital Corporation) is obligated with respect to Ventas Realty's
outstanding senior notes.

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

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.

                                       56
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The following summarizes our guarantor and issuer balance sheet and statement of
income information as of June 30, 2021 and December 31, 2020 and for the six
months ended June 30, 2021 and the year ended December 31, 2020.

                           Balance Sheet Information
                                                                As of June 30, 2021
                                                            Guarantor          Issuer
                                                                  (In thousands)
  Assets

  Investment in and advances to affiliates                $ 16,559,608      $ 2,728,041

  Total assets                                              16,732,309        2,841,726
  Liabilities and equity

  Intercompany loans                                        10,816,488       (4,070,443)

  Total liabilities                                         11,022,622        3,688,242

Holder of redeemable PO units and non-controlling interests 84,209

  Total equity (deficit)                                     5,625,478      

(846,516)

  Total liabilities and equity                              16,732,309        2,841,726



                           Balance Sheet Information
                                                              As of December 31, 2020
                                                            Guarantor          Issuer
                                                                  (In thousands)
  Assets

  Investment in and advances to affiliates                $ 16,576,278      $ 2,727,931

  Total assets                                              16,937,149        2,844,339
  Liabilities and equity

  Intercompany loans                                        10,691,626       (4,532,350)

  Total liabilities                                         10,918,320        3,577,009

Holder of redeemable PO units and non-controlling interests 89,669

  Total equity (deficit)                                     5,929,161      

(732,670)

  Total liabilities and equity                              16,937,149        2,844,339




                        Statement of Income Information
                                                                    For the

Six months ended June 30, 2021

                                                                     Guarantor                    Issuer
                                                                                (In thousands)

Equity earnings in affiliates                                   $          12,785          $               -

Total revenues                                                             14,829                     72,154

Profit (loss) before non-consolidated entities, property disposals, income taxes and non-controlling interests

30,239                   (117,389)

Net income (loss)                                                          29,182                   (117,389)

Net income (loss) attributable to common stockholders                      29,182                   (117,389)



                                       57
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                        Statement of Income Information
                                                                    For the 

Year ended December 31, 2020

                                                                     Guarantor                  Issuer
                                                                               (In thousands)

Equity earnings in affiliates                                   $        469,311          $              -

Total revenues                                                           474,392                   143,259

Profit (loss) before non-consolidated entities, property disposals, income taxes and non-controlling interests

440,210                  (215,406)

Net income (loss)                                                        439,149                  (202,845)

Net income (loss) attributable to common stockholders                    439,149                  (202,845)

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