Summary of Ventas, Inc. (NYSE: VTR) Conference Call Company Overview - **Company**: Ventas, Inc. is a leading S&P 500 Real Estate Investment Trust (REIT) with a portfolio valued at approximately $32 billion, focused on serving a large and growing aging demographic [3][2][4]. Key Industry Insights - **Senior Housing Recovery**: The company is experiencing a unique recovery opportunity in senior housing, projecting a 15% to 21% growth in senior housing operating Net Operating Income (NOI) for 2023, with a potential organic growth opportunity exceeding $300 million [3][4]. - **Demographic Trends**: There is a 23% growth in the population over 80 years old, which is expected to drive demand for senior housing [11][10]. - **Market Conditions**: The construction of new senior housing is at an all-time low, which, combined with increasing demand, provides a favorable supply-demand dynamic for Ventas [10][11]. Financial Performance - **First Quarter Results**: The U.S. Senior Housing Operating Portfolio (SHOP) NOI grew over 22%, while the Canadian portfolio saw a 5% increase in NOI, maintaining over 90% occupancy since 2019 [6][7]. - **Expense Management**: Expenses are expected to grow at a slower pace of 5% in 2023 compared to 8% in the previous year, aided by lower agency costs and improved labor management [7][25]. Strategic Initiatives - **CapEx Investments**: Ventas is focusing on repositioning communities to enhance market competitiveness, with 100 projects completed and early returns showing a potential ROI of 20% to 30% [22][21]. - **Outpatient Medical Business**: This segment accounts for 21% of NOI and has shown consistent growth, with seven consecutive quarters of occupancy growth and over 3% NOI growth in six of the last seven quarters [12][13]. Market Positioning - **University-Based Life Science**: Ventas has a strong presence in university-centric life science facilities, partnering with leading institutions like Yale and Penn, which continues to drive demand [14][28]. - **Triple-Net Senior Housing**: The company benefits from its relationship with Brookdale, which has shown significant growth, allowing Ventas to capture upside through rent resets [27]. Future Outlook - **Growth Projections**: The company anticipates continued double-digit growth in senior housing, supported by favorable macroeconomic conditions and strategic asset management initiatives [17][36]. - **Liquidity and Capital Access**: Ventas maintains strong liquidity of $2.6 billion and has successfully refinanced its debt, positioning itself well for future growth [15][15]. Risks and Considerations - **Economic Sensitivity**: While the demand for senior housing is generally inelastic, potential economic slowdowns could impact revenue growth, although historical performance suggests resilience in such environments [34][36]. Conclusion - Ventas is well-positioned to capitalize on the recovery in senior housing and the growing demand from an aging population, supported by strategic investments and a strong financial foundation. The company is focused on maintaining its competitive edge through effective asset management and capital allocation strategies.

2023 Nareit REITweek Investor Presentation June 6 - 7, 2023 Non-GAAP Financial Measures & Cautionary Statements 2 Certain of the information contained herein, including certain operating and clinical information, such as patient and resident pricing and rate information, lead and move-in data and number of confirmed cases of COVID-19, has been provided by our operators and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this informat ...

PART I—FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited consolidated financial statements for Ventas, Inc. as of March 31, 2023, and for the three months ended March 31, 2023 and 2022, including Balance Sheets, Statements of Income, Comprehensive Income, Equity, and Cash Flows, along with accompanying notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets decreased to $23.99 billion from $24.16 billion, while total liabilities remained stable at $13.67 billion and total equity declined to $10.06 billion Consolidated Balance Sheet Summary (in thousands) | Account | As of March 31, 2023 | As of December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$23,994,168** | **$24,157,840** | | Net real estate property | $20,999,309 | $21,160,450 | | Cash and cash equivalents | $145,357 | $122,564 | | **Total Liabilities** | **$13,669,680** | **$13,671,513** | | Senior notes payable and other debt | $12,342,506 | $12,296,780 | | **Total Equity** | **$10,064,602** | **$10,221,677** | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) Total revenues for Q1 2023 increased to $1.08 billion, but net income attributable to common stockholders declined to $17.5 million ($0.04 per diluted share) from $38.7 million ($0.10 per diluted share) in the prior-year period, primarily due to higher expenses Statement of Income Summary (in thousands, except per share data) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Total revenues | $1,077,245 | $1,017,554 | | Total expenses | $1,065,713 | $979,638 | | Net income | $18,912 | $40,592 | | **Net income attributable to common stockholders** | **$17,517** | **$38,732** | | **Diluted EPS** | **$0.04** | **$0.10** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2023, net cash from operating activities decreased to $242.8 million, investing activities used significantly less cash at $56.3 million, and financing activities reversed from providing $165.4 million to using $162.1 million Cash Flow Summary (in thousands) | Cash Flow Activity | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $242,817 | $274,553 | | Net cash used in investing activities | ($56,280) | ($437,326) | | Net cash (used in) provided by financing activities | ($162,107) | $165,382 | | **Net increase in cash** | **$24,430** | **$2,609** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail Ventas's healthcare REIT business across three segments, its ~1,200 properties, key tenants, $46.4 million in dispositions, $12.3 billion in debt, and the impact of absent prior-year HHS grants on SHOP NOI - Ventas operates a diversified portfolio of **~1,200 healthcare real estate properties** through three segments: Triple-Net Leased Properties, Senior Housing Operating Portfolio (SHOP), and Office Operations[24](index=24&type=chunk)[25](index=25&type=chunk) - Significant tenant/manager concentration exists with Atria, Sunrise, and Brookdale Senior Living, who managed or operated **26.0%**, **9.9%**, and **7.8%** of consolidated real estate investments by gross book value, respectively[39](index=39&type=chunk) - In Q1 2023, the company sold **11 properties** for **$46.4 million**, recognizing a net gain of **$10.2 million**[48](index=48&type=chunk) - Total senior notes payable and other debt stood at **$12.34 billion** as of March 31, 2023. Subsequent to quarter-end, the company issued **C$600 million** of senior notes due 2028 to repurchase notes maturing in 2024[69](index=69&type=chunk)[77](index=77&type=chunk) - On May 1, 2023, the company acquired the Santerre Portfolio by converting its mezzanine loan to equity. This portfolio is subject to an existing **~$1 billion non-recourse senior loan**[52](index=52&type=chunk)[80](index=80&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2023 financial condition, operations, and liquidity, highlighting segment performance, NOI decline due to absent prior-year government grants, strategic activities, concentration risks, and non-GAAP measures like FFO and NOI [Company Overview and 2023 Highlights](index=29&type=section&id=Company%20Overview%20and%202023%20Highlights) Ventas, a diversified healthcare REIT, highlights Q1 2023 strategic dispositions, new development commitments, significant financing activities, and the May 1 acquisition of the Santerre Portfolio and sale of Ardent ownership interest for ~$50 million - On May 1, 2023, Ventas acquired the Santerre Portfolio (a diverse pool of MOBs, SHOP communities, SNFs, and hospitals) by converting its mezzanine loan to equity. The portfolio is subject to an existing **~$1 billion non-recourse senior loan**[134](index=134&type=chunk)[135](index=135&type=chunk) - In Q1 2023, the company sold **11 properties** for **$46.4 million** and committed to a new **$61.8 million MOB development** in Roseville, CA, which is **100% pre-leased to Sutter Health**[134](index=134&type=chunk) - In May 2023, Ventas sold **~24%** of its ownership interest in Ardent for **~$50 million**, expecting to recognize a **~$34 million gain** in Q2 2023. Its ownership is now reduced to **~7.5%**[137](index=137&type=chunk) - The company executed several financing activities, including issuing **C$600M** of senior notes due 2028 to refinance debt, entering a new **C$271.8M mortgage**, and executing **$250M** in forward-starting swaps[136](index=136&type=chunk) [Concentration Risk](index=32&type=section&id=Concentration%20Risk) The company monitors concentration risk, with senior housing communities comprising 66.4% of investments, Atria as the largest manager at 26.0% of gross book value, and the SHOP segment contributing 36.0% of total NOI Investment Mix by Asset Type (as of March 31, 2023) | Asset Type | Percentage | | :--- | :--- | | Senior housing communities | 66.4% | | MOBs | 18.0% | | Life science, research and innovation | 7.0% | | Health systems | 4.9% | | All other | 3.7% | Operations Mix by NOI (Q1 2023) | Segment / Tenant | Percentage of NOI | | :--- | :--- | | SHOP | 36.0% | | Brookdale Senior Living | 8.0% | | Ardent | 7.1% | | Kindred | 7.0% | | All others | 41.9% | [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Total NOI for Q1 2023 decreased 1.5% to $465.9 million, mainly due to a 4.5% decline in SHOP NOI from absent prior-year HHS grants, with Office and Triple-Net segments also seeing slight decreases, and net income impacted by higher interest expense NOI by Segment (in thousands) | Segment | Q1 2023 NOI | Q1 2022 NOI | % Change | | :--- | :--- | :--- | :--- | | SHOP | $167,771 | $175,591 | (4.5)% | | Office operations | $136,719 | $137,974 | (0.9)% | | Triple-net leased properties | $145,943 | $147,553 | (1.1)% | | **Total NOI** | **$465,865** | **$472,984** | **(1.5)%** | - The SHOP segment's NOI decrease was driven by **$34.0 million of HHS grants** received in Q1 2022, which were not repeated in Q1 2023. Excluding this, performance improved due to higher occupancy and revenue per occupied room[151](index=151&type=chunk) - Same-store SHOP occupancy increased to **81.3%** in Q1 2023 from **80.5%** in Q1 2022, with average monthly revenue per occupied room (RevPOR) increasing to **$4,646** from **$4,352**[153](index=153&type=chunk) - Interest expense increased by **$17.3 million (15.6%)** YoY due to a higher weighted average effective interest rate (**4.04%** in Q1 2023 vs. **3.49%** in Q1 2022)[164](index=164&type=chunk) - Transaction expenses decreased by **$18.6 million** YoY, primarily due to higher costs in 2022 related to stockholder relations matters[167](index=167&type=chunk) [Non-GAAP Financial Measures](index=40&type=section&id=Non-GAAP%20Financial%20Measures) For Q1 2023, Nareit FFO was $294.4 million and Normalized FFO was $296.9 million, lower than Q1 2022's $327.2 million and $316.7 million respectively, primarily because prior year figures included $34.0 million in HHS grants FFO and Normalized FFO Reconciliation (in thousands) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net income attributable to common stockholders | $17,517 | $38,732 | | Adjustments (Depreciation, Gain on Sale, etc.) | $276,891 | $288,481 | | **Nareit FFO attributable to common stockholders** | **$294,408** | **$327,213** | | Normalizing Adjustments | $2,463 | ($10,558) | | **Normalized FFO attributable to common stockholders** | **$296,871** | **$316,655** | - Normalized FFO for Q1 2022 included **$34.0 million of HHS grants**. Excluding these grants, Normalized FFO for Q1 2023 increased over the same period in 2022[177](index=177&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2023, Ventas had $2.4 billion in liquidity, with key capital activities including issuing C$600 million in senior notes to refinance 2024 maturities, entering a new C$271.8 million mortgage, and declaring a $0.45 per share dividend - The company's principal sources of liquidity are cash flows from operations, debt and equity issuances, its revolving credit facility, and asset sales[186](index=186&type=chunk) - As of March 31, 2023, the company had **$2.7 billion** of undrawn capacity on its unsecured revolving credit facility and **$425.0 million** in borrowings outstanding under its commercial paper program[191](index=191&type=chunk)[193](index=193&type=chunk) - In April 2023, Ventas Canada issued **C$600.0 million** of **5.398% Senior Notes** due 2028 and used the proceeds to repurchase **C$613.7 million** of notes due in 2024[195](index=195&type=chunk) - The 'at-the-market' (ATM) equity program has **$1.0 billion** of remaining capacity. No shares were sold under the program in Q1 2023[198](index=198&type=chunk) - A dividend of **$0.45 per common share** was declared for the quarter[203](index=203&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate and foreign currency risks, with $12.4 billion in total debt (89.5% fixed-rate), where a 100 basis point increase on variable-rate debt would raise annual interest expense by $13.0 million, mitigated by derivatives Debt Composition as of March 31, 2023 | Debt Type | Balance (in thousands) | Percentage of Total | | :--- | :--- | :--- | | Fixed rate | $11,109,628 | 89.5% | | Variable rate | $1,297,315 | 10.5% | | **Total** | **$12,406,943** | **100.0%** | - A hypothetical **100 basis point increase** in the weighted average interest rate on variable-rate debt would increase annualized interest expense by approximately **$13.0 million**, or **$0.03 per diluted share**[233](index=233&type=chunk) - The company uses interest rate swaps to manage its debt profile. As of Q1 2023, swaps effectively converted some fixed-rate debt to variable and a larger amount of variable-rate debt to fixed[231](index=231&type=chunk) - The company is subject to foreign currency risk from its Canadian and U.K. operations. It uses a layered hedging approach to mitigate this risk, and a one standard deviation change in exchange rates would have a minimal (**<$0.01 per share**) impact on Normalized FFO[235](index=235&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2023, the CEO and CFO concluded that disclosure controls and procedures were effective at a reasonable assurance level, with no material changes in internal controls over financial reporting during Q1 2023 - Management, including the CEO and CFO, evaluated disclosure controls and procedures and found them to be effective as of March 31, 2023[236](index=236&type=chunk) - No changes occurred during Q1 2023 that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[237](index=237&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no new material legal proceedings and no material developments in previously reported legal proceedings during the quarter - There have been no new material legal proceedings or material developments in existing ones since the 2022 Annual Report[240](index=240&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) There were no significant new risk factors identified in the first quarter of 2023 compared to those disclosed in the company's 2022 Annual Report on Form 10-K - No significant new risk factors arose in Q1 2023 beyond those disclosed in the 2022 Annual Report[241](index=241&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2023, the company repurchased 264,659 common shares at an average price of $49.19, primarily as shares withheld to satisfy tax obligations upon the vesting of restricted stock for employees, not as part of a publicly announced plan Issuer Purchases of Equity Securities (Q1 2023) | Period | Total Shares Repurchased | Average Price Per Share | | :--- | :--- | :--- | | January 2023 | 169,436 | $48.77 | | February 2023 | 60,896 | $50.73 | | March 2023 | 34,327 | $48.56 | | **Total** | **264,659** | **$49.19** | - All repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees and were not part of a publicly announced repurchase program[243](index=243&type=chunk) [Item 5. Other Information](index=54&type=section&id=Item%205.%20Other%20Information) This item is not applicable for the reporting period - Not applicable[244](index=244&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including a new debt indenture for the 5.398% Senior Notes due 2028, a list of guarantors, CEO and CFO certifications, and XBRL data files - Key exhibits include the Ninth Supplemental Indenture for new Senior Notes, CEO/CFO certifications (Rules 13a-14(a) and 13a-14(b)), and XBRL financial data[246](index=246&type=chunk)

Ventas, Inc. (NYSE:VTR) Q1 2023 Results Conference Call May 9, 2023 10:00 AM ET Company Participants BJ Grant - Senior Vice President-Investor Relations Debra Cafaro - Chairman and Chief Executive Officer Justin Hutchens - Executive Vice President, Senior Housing and Chief Investment Officer Bob Probst - Executive Vice President and Chief Financial Officer Conference Call Participants Nick Joseph - Citi Nick Yulico - Scotiabank Jim Camrick - Evercore Mike Mueller - JPMorgan Conor Siversky - Wells Fargo Stev ...

Summary of Ventas, Inc. Conference Call Company Overview - **Company**: Ventas, Inc. (NYSE: VTR) - **Industry**: Healthcare Real Estate Investment Trust (REIT) - **Market Capitalization**: Over $30 billion [4] - **Focus**: Intersection of healthcare and real estate, targeting a large and aging demographic [4][5] Core Insights and Arguments - **Demographic Demand**: Ventas benefits from strong and growing demographic demand for its assets, which is crucial for future growth [9][12] - **Organic Growth Opportunity**: The company is at the beginning of a significant organic growth cycle, with expectations for senior housing operating portfolio growth on a same-store basis projected between 15% to 21% [9][12] - **NOI Recovery**: Ventas aims to recover $100 million of the $545 million in Net Operating Income (NOI) lost during the pandemic, with a current recovery of $72 million [12][13] - **Occupancy Rates**: Pre-pandemic occupancy was 88%, with expectations to exceed this level due to favorable supply-demand fundamentals [13] - **Operational Insights (OI)**: Ventas is leveraging its OI initiative to enhance operator performance through analytics and operational best practices [14][15] Key Performance Metrics - **NOI Recovery**: $545 million lost during the pandemic, with a target to recover $100 million in 2023 [12] - **Occupancy Rates**: Aiming to exceed pre-pandemic levels of 88%, with potential to reach the 90s [13] - **Contract Labor**: A 70% reduction in contract labor costs has been achieved, with expectations for continued improvement [18] Market Position and Strategy - **Portfolio Composition**: 60% of the core portfolio is independent living, which has a higher margin and less reliance on labor [37] - **External Growth**: Ventas is focused on senior housing for external growth opportunities, expecting the best unlevered returns in this sector [43][44] - **Regulatory Environment**: The company is less involved in regulatory discussions, focusing instead on growth and profitability [41] Development and Redevelopment Initiatives - **University-Based Life Science Business**: Ventas has successfully developed a university-based life science business, which is a key growth area [47] - **Redevelopment Opportunities**: The company is accelerating investments in redevelopment within senior housing, targeting high-return projects [50] Financial Outlook - **Guidance for 2023**: The company expects to maintain its NOI and FFO levels from 2022, with potential for upside [65] - **Loan Portfolio**: Ventas has a loan book of approximately $480 million, primarily property-secured, with expectations for recovery in NOI post-COVID [63][64] Additional Insights - **Market Dynamics**: There is a disconnect between public and private market price expectations, which is expected to resolve in the coming months [39] - **Operational Excellence**: The medical office business has shown strong performance, with record results and high occupancy rates [60] Conclusion - Ventas is positioned for significant growth driven by demographic trends, recovery from pandemic losses, and strategic operational improvements. The focus on senior housing and university-based life science sectors, combined with a diversified portfolio, provides a robust foundation for future performance.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR (Address of Principal Executive Offices) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 1-10989 Ventas, Inc. (877) 483-6827 (Exact Name of Registrant as Specified in Its Charter) (State or O ...

Financial Data and Key Metrics Changes - The fourth quarter normalized FFO was $0.73 per share, reflecting strong performance driven by a 19% growth in SHOP and record performance in Medical Office Buildings [6][28] - Total company and SHOP same-store cash NOI growth was 8.5% and 19.1% respectively for the fourth quarter [28] - The company projects full year normalized FFO guidance representing 5% growth at the midpoint for 2023 [12][33] Business Line Data and Key Metrics Changes - The SHOP portfolio experienced a 19.1% growth in NOI year-over-year, with U.S. growth at 22.2% and Canada at 11.7% [18][19] - The Medical Office Buildings (MOB) business achieved a same-store cash NOI growth of 3.8% for fiscal year 2022, with year-end occupancy at 92% [29] - Research and Innovation (R&I) also posted a 5.1% growth in same-store cash NOI for the full year 2022 [29] Market Data and Key Metrics Changes - Leading indicators in the U.S. showed strong demand with leads at 120% of 2019 levels and move-ins at 101% [20] - Canada maintained high occupancy at 95% and demonstrated a 12% growth in the fourth quarter [64][29] - The company anticipates a significant occupancy ramp throughout 2023, supported by an aging demographic and muted new supply [24][87] Company Strategy and Development Direction - The company is focused on a multiyear growth and recovery cycle led by SHOP, supported by favorable supply-demand fundamentals [8][12] - Strategic initiatives include capital recycling, with $1.2 billion in new investments in 2022, and a commitment to ESG leadership [10][11] - The company aims to optimize its portfolio through the Ventas OI platform and enhance investment activities across asset classes [26][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong demand fundamentals for senior housing, driven by the growing over-80 population [7][8] - The macroeconomic outlook includes expectations of slowing economic growth and moderating inflation, which the company believes will benefit its operations [13] - Management anticipates a return to 2019 performance levels in the SHOP portfolio, with potential for further growth beyond that [9][51] Other Important Information - The company has reduced its 2023 maturities to a manageable level, with only 4% of consolidated debt due in 2023 [31] - The company has significant liquidity of $2.4 billion at year-end 2022, enhancing its financial flexibility [32] - The company is committed to achieving net zero operational carbon emissions by 2040 [11] Q&A Session Summary Question: Background on the Santerre Health Investors loan allowance - Management explained that the $20 million allowance was due to timing issues related to asset recovery from COVID and rising interest rates, but they remain current on interest payments [39] Question: Magnitude of CapEx investments in SHOP - Management indicated that they are investing about $1 million per property for 100 communities undergoing refreshes, which will be spread over time and is expected to enhance performance [41][42] Question: Insights on leading indicators and SHOP NOI opportunity - Management noted strong lead volumes and move-ins, with expectations for continued improvement in occupancy and pricing power [49][50][87] Question: Differences in growth between legacy and new properties - Management confirmed that all operators are contributing to growth, with new senior properties also playing a significant role in the overall performance [54][55] Question: Expectations for RevPOR growth - Management indicated that RevPOR growth is expected to be around 6%, driven by strong in-house rent increases and care pricing [100]

2022 Nareit REITworld Investor Presentation November 15-16, 2022 Non-GAAP Financial Measures & Cautionary Statements 2 Certain of the information contained herein, including certain operating and clinical information, such as patient and resident pricing and rate information, lead and move-in data and number of confirmed cases of COVID-19, has been provided by our operators and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this inf ...

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Ventas, Inc.'s unaudited consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes for the periods ended September 30, 2022 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $24.30 billion, driven by reduced real estate investments, while liabilities slightly increased and total equity declined Consolidated Balance Sheet Summary (in thousands) | Account | As of Sep 30, 2022 | As of Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$24,300,411** | **$24,717,786** | | Net real estate investments | $22,355,016 | $22,870,429 | | Cash and cash equivalents | $145,146 | $149,725 | | **Total Liabilities** | **$13,609,704** | **$13,491,743** | | Senior notes payable and other debt | $12,210,984 | $12,027,544 | | **Total Equity** | **$10,431,912** | **$10,945,760** | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) Q3 2022 total revenues increased to $1.04 billion, but net income attributable to common stockholders significantly declined to $1.3 million due to lower gains on real estate dispositions Q3 2022 vs Q3 2021 Income Statement Highlights (in thousands) | Metric | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | Total Revenues | $1,037,276 | $976,078 | | Net Income | $3,063 | $62,774 | | Net Income (loss) attributable to common stockholders | $1,256 | $60,680 | | Diluted EPS | $0.00 | $0.16 | Nine Months 2022 vs 2021 Income Statement Highlights (in thousands) | Metric | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | | Total Revenues | $3,077,768 | $2,805,563 | | Net Income | $2,453 | $95,664 | | Net Income (loss) attributable to common stockholders | $(2,428) | $89,862 | | Diluted EPS | $(0.01) | $0.24 | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations increased to $852.9 million, investing activities remained stable, and financing cash outflow significantly decreased due to lower debt repayments Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Category | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $852,910 | $760,315 | | Net cash used in investing activities | $(725,321) | $(716,343) | | Net cash used in financing activities | $(124,956) | $(299,612) | | **Net (decrease) in cash** | **$2,633** | **$(255,640)** | [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed notes cover business segments, accounting policies, credit risk, acquisitions, debt structure, and segment performance, including operations across Triple-Net, SHOP, and Office segments - Ventas operates through three reportable business segments: triple-net leased properties, senior housing operating portfolio (SHOP), and office operations[30](index=30&type=chunk) - As of September 30, 2022, the company's three largest tenants/operators by property count are Brookdale Senior Living (121 properties), Ardent Health Partners (30 properties), and Kindred Healthcare (29 properties); Atria and Sunrise are the largest managers for the SHOP portfolio[31](index=31&type=chunk)[32](index=32&type=chunk) - During the nine months ended September 30, 2022, the company acquired **22 properties** for an aggregate purchase price of **$445.9 million**[104](index=104&type=chunk) - The company recognized impairments of **$55.0 million** for the nine months ended September 30, 2022, a significant reduction from the **$173.0 million** recognized in the same period of 2021[108](index=108&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operations, and liquidity, covering COVID-19 impacts, investment activities, capital structure, and detailed performance analysis by SHOP, Office, and Triple-Net segments - During Q3 2022, Ventas received **$20.2 million** in grants from the Provider Relief Fund for its SHOP segment to mitigate losses from COVID-19[180](index=180&type=chunk) - As of September 30, 2022, the company had approximately **$2.5 billion** in liquidity, including undrawn capacity on its revolving credit facility and cash on hand, net of commercial paper borrowings[180](index=180&type=chunk) - In June 2022, the company replaced a **$200.0 million** unsecured term loan due 2023 with a new **$500.0 million** unsecured term loan that matures in 2027[180](index=180&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Q3 2022 total NOI increased by 3.0% to $465.2 million, primarily driven by a 61.5% surge in SHOP NOI, despite declines in Triple-Net and Office segments Q3 2022 vs Q3 2021 Net Operating Income (NOI) by Segment (in thousands) | Segment | Q3 2022 NOI | Q3 2021 NOI | % Change | | :--- | :--- | :--- | :--- | | SHOP | $168,611 | $104,380 | 61.5% | | Office operations | $135,316 | $137,622 | (1.7)% | | Triple-net leased properties | $146,359 | $178,111 | (17.8)% | | **Total NOI** | **$465,211** | **$451,811** | **3.0%** | Nine Months 2022 vs 2021 Net Operating Income (NOI) by Segment (in thousands) | Segment | Nine Months 2022 NOI | Nine Months 2021 NOI | % Change | | :--- | :--- | :--- | :--- | | SHOP | $494,812 | $326,340 | 51.6% | | Office operations | $409,873 | $410,177 | (0.1)% | | Triple-net leased properties | $439,724 | $487,962 | (9.9)% | | **Total NOI** | **$1,384,198** | **$1,298,299** | **6.6%** | - The increase in SHOP NOI was driven by acquisitions (primarily New Senior), positive occupancy trends, and higher HHS grants, partially offset by inflationary impacts on operating expenses[194](index=194&type=chunk) - The decrease in Triple-Net NOI was primarily due to rental income from communities that were transitioned to the SHOP portfolio or sold prior to Q3 2022[202](index=202&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) Ventas maintains liquidity through cash flows, debt/equity issuances, and its $2.75 billion revolving credit facility, with $2.7 billion undrawn as of September 30, 2022 - Principal sources of liquidity include cash from operations, debt/equity issuances, the unsecured revolving credit facility, commercial paper program, and asset sales[247](index=247&type=chunk) - The company has a **$2.75 billion** unsecured revolving credit facility maturing in January 2025, with **$2.7 billion** undrawn as of September 30, 2022[251](index=251&type=chunk)[252](index=252&type=chunk) - The company participates in a **$1.0 billion** "at-the-market" (ATM) equity offering program, with the full amount remaining available as of September 30, 2022[257](index=257&type=chunk) [Cash Flows](index=57&type=section&id=Cash%20Flows) Nine-month operating cash flow increased by $92.6 million to $852.9 million, investing cash flow remained stable, and financing cash outflow decreased by $174.7 million Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Category | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $852,910 | $760,315 | $92,595 | | Net cash used in investing activities | $(725,321) | $(716,343) | $(8,978) | | Net cash used in financing activities | $(124,956) | $(299,612) | $174,656 | [Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Ventas faces market risk from interest rate fluctuations on its $1.4 billion variable-rate debt and foreign currency exposure from its UK and Canadian operations - The company is exposed to market risk from interest rates on its variable rate debt and foreign currency fluctuations from its UK and Canadian operations[279](index=279&type=chunk)[280](index=280&type=chunk)[290](index=290&type=chunk) - As of September 30, 2022, total debt was **$12.3 billion**, with **$10.9 billion (88.5%)** at fixed rates and **$1.4 billion (11.5%)** at variable rates[285](index=285&type=chunk) - A hypothetical **100 basis point increase** in interest rates on the **$1.4 billion** of variable-rate debt would increase annual interest expense by approximately **$14.1 million**[288](index=288&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[291](index=291&type=chunk) - No material changes were made to the internal control over financial reporting during the third quarter of 2022[292](index=292&type=chunk) [PART II—OTHER INFORMATION](index=64&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) No new material legal proceedings or significant developments in previously reported cases were identified - There have been no new material legal proceedings or material developments in existing proceedings since the 2021 Annual Report[295](index=295&type=chunk) [Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) No significant new risk factors were identified during Q3 2022 compared to prior disclosures - No significant new risk factors were identified in Q3 2022[296](index=296&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 32 shares at $52.46 each during Q3 2022, primarily for tax withholding on vested employee restricted stock - During Q3 2022, the company repurchased **32 shares** of common stock at an average price of **$52.46 per share**; these were shares withheld to cover taxes on vested restricted stock for employees[298](index=298&type=chunk) [Exhibits](index=65&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and financial data in XBRL format - Exhibits filed include CEO/CFO certifications (31.1, 31.2, 32.1, 32.2) and financial statements formatted in Inline XBRL (101)[301](index=301&type=chunk)

Financial Data and Key Metrics Changes - Normalized FFO per share was $0.76, consistent with forecasts, with a 13% growth in SHOP and a nearly 5% total company year-over-year same-store cash NOI growth [9][40] - The normalized FFO excluding HHS grants grew 3% from the previous year [9] - The company expects normalized FFO guidance of $0.71 at the midpoint for Q4, representing a 4.5% growth compared to Q4 2021 [11][40] Business Line Data and Key Metrics Changes - Same-store average occupancy increased by 260 basis points to 84.7% [22] - SHOP NOI grew 13% year-over-year, with the U.S. leading at 17.4% and Canada at 5.9% [21] - Same-store SHOP revenue grew nearly 9% year-over-year, driven by a 5.4% increase in RevPOR, the strongest in the last 10 years [22][23] Market Data and Key Metrics Changes - The company reported that leads as a percentage of 2019 levels were at 109%, move-ins at 107%, and move-outs at 98% [25][54] - The medical office same-store occupancy is now at 91.8%, having increased year-on-year for five consecutive quarters [36] Company Strategy and Development Direction - The company is focusing on life science, research, and innovation, with $2.3 billion in R&I projects recently delivered and in progress [12] - The company is expanding its differentiated life science research and innovation investment business, with significant projects underway [13][15] - The Ventas Investment Management platform has over $5.5 billion in AUM and is expected to generate recurring revenue streams [16][17] Management's Comments on Operating Environment and Future Outlook - Management believes they are at the start of a multi-year recovery and growth period in senior housing, driven by improving supply-demand fundamentals [10][19] - The company is experiencing pricing power and expects continued margin expansion despite macroeconomic challenges [19][80] - Management expressed confidence in the growth opportunity in the senior housing business, supported by strong demographic demand [34] Other Important Information - The company has $2.5 billion in available liquidity, with 2023 consolidated debt maturities and amortization at $500 million [39] - The company is not expecting to receive any HHS grants in Q4 [43] Q&A Session Summary Question: Discussion on rate and RevPOR - Management noted that 7% of units eligible for increases were pulled forward, with Sunrise targeting around 9% [48] Question: REITs performance and move-ins - Management explained that move-ins were up 4% on an absolute basis, despite a slight decline in leads [53] Question: Annual rate increases and resident pushback - Management indicated that the process for rate increases is well-communicated, and early feedback has been positive [61] Question: Move-out levels and trends - Management acknowledged that move-outs are at 98%, which is elevated but not indicative of a long-term trend [63][104] Question: Private market pricing changes for life science and MOBs - Management stated that the life science market continues to have tight cap rate expectations, while MOBs are still in a price discovery period [67] Question: Length of stay and its impact - Management confirmed that length of stay has remained stable and consistent with pre-pandemic levels [73] Question: SHOP occupancy guidance and COVID impact - Management indicated that the fourth quarter guidance considers historical seasonal impacts and current vaccination status [100][101]