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OFFON

VENTAS, INC.

(VTR)
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VENTAS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

02/23/2021 | 03:30pm EDT
The following discussion provides information that management believes is
relevant to an understanding and assessment of the consolidated financial
condition and results of operations of Ventas, Inc. You should read this
discussion in conjunction with our Consolidated Financial Statements and the
notes thereto included in Part II, Item 8 of this Annual Report and our Risk
Factors included in Part I, Item 1A of this Annual Report.

Business Summary and Overview of 2020


Ventas, Inc., an S&P 500 company, is a real estate investment trust ("REIT")
operating at the intersection of healthcare and real estate, with a highly
diversified portfolio of senior housing; life science, research and innovation;
and healthcare properties; which we generally refer to as "healthcare real
estate," located throughout the United States, Canada and the United Kingdom. As
of December 31, 2020, we owned or managed through unconsolidated real estate
entities 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. Our company was originally founded in 1983 and is
headquartered in Chicago, Illinois with an additional 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 19 - Segment Information," included in Part II,
Item 8 of this Annual Report. Our senior housing properties are either operated
under triple-net leases in our triple-net leased properties segment or through
independent third-party managers in our senior living operations segment.

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We aim to enhance shareholder value by delivering consistent, superior total
returns by (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.

COVID-19 Update

During fiscal 2020 and continuing into fiscal 2021, the COVID-19 pandemic has negatively affected our businesses in a number of ways and is expected to continue to do so.


Operating Results. Our senior living operations segment, which we also refer to
as SHOP, was significantly impacted by the COVID-19 pandemic. Occupancy
decreased over the course of 2020, while operating expenses increased as our
senior living communities responded to the pandemic, resulting in a significant
decline in NOI compared to 2019. Our NNN senior housing tenants' performance was
similarly affected by COVID-19. During the course of 2020, we modified certain
NNN senior housing leases to reset rent and provided other modest financial
accommodations to certain NNN senior housing tenants who needed it as a result
of COVID-19. We also wrote-off previously accrued straight-line rental income
related to NNN senior housing tenants due to COVID-19.

However, we benefited from our ongoing strategy of diversification, with our
office and NNN healthcare businesses demonstrating resilience in the face of the
pandemic. The Company's NNN healthcare tenants benefited from significant
government financial support that was deployed early and has partially offset
the direct financial impact of the pandemic. Our office operations segment,
which primarily serves MOB and research and innovation tenants that were less
impacted by the pandemic, delivered steady performance throughout the year.

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

During the fourth quarter of 2020, we received $34.3 million and $0.8 million in
grants in connection with our Phase 2 and Phase 3 applications, respectively,
and recognized these grants within property-level operating expenses in our
Consolidated Statements of Income. Subsequent to December 31, 2020, we received
$13.6 million in grants in connection with our Phase 3 applications, which we
expect to recognize in 2021. While we have received all amounts under our Phase
2 applications and have begun to receive amounts under our Phase 3 applications,
there can be no assurance that our remaining applications will be approved or
that additional funds will ultimately be received. Any grants that are
ultimately received and retained by us are not expected to fully offset the
losses incurred in our senior living operating portfolio that are attributable
to COVID-19. Further, although we continue to monitor and evaluate the terms and
conditions associated with the Provider Relief Fund distributions, we cannot
assure you that we will be in compliance with all requirements related to the
payments received under the Provider Relief Fund.

Capital Conservation Actions. In response to the COVID-19 pandemic, we took precautionary steps to increase liquidity and preserve financial flexibility in light of the resulting uncertainty. See "-Liquidity and Capital Resources; Recent Capital Conservation Actions." As of February 16, 2021, we had approximately $3.0 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with no borrowings outstanding under our commercial paper program and negligible near-term debt maturing.


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

See "Note 1 - Description of Business - COVID-19 Update" for a description of
charges recognized during the year ended December 31, 2020 as a result of the
COVID-19 pandemic.

Select 2020 and Early 2021 Highlights

COVID-19 Response


•Since the start of the COVID-19 pandemic, in addition to actions described
under "COVID-19 Update" above, we have consistently prioritized the health and
safety of employees, residents, tenants and managers, serving as an important
resource for information and best practices and leading our industry in testing,
including through an early arrangement with Mayo Clinic Laboratories.

•We executed on a multi-pronged capital conservation strategy to mitigate the
impact of COVID-19, including reducing our planned capital expenditures,
reducing capital commitments, establishing a quarterly dividend of $0.45 per
share beginning in the second quarter and adjusting the Company's corporate cost
structure.

Ventas Investment Management


•We established a third party capital platform, Ventas Investment Management
("VIM"), bringing together our third party capital ventures under one umbrella,
including the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the
"Ventas Fund") and our research and innovation ("R&I") development joint venture
with GIC (the "R&I Development JV") described below. As of December 31, 2020,
VIM had over $3 billion in assets under management.

•In March 2020, we formed the Ventas Fund, a perpetual life investment vehicle
focused on investments in research and innovation centers, medical office
buildings and senior housing communities in North America. We are the sponsor
and general partner of the Ventas Fund. To seed the Ventas Fund, we contributed
six stabilized research and innovation and medical office properties and
received cash consideration of $620 million and a 21% interest in the Ventas
Fund. In October 2020, the Ventas Fund acquired a portfolio of three life
science properties in the South San Francisco life science cluster for $1.0
billion.

•In October 2020, we formed the R&I Development JV with GIC. To seed the R&I Development JV, we contributed our controlling interest in four in-progress university-based research and innovation development projects whose total expected cost approximates $930 million.

Investments and Dispositions

•During the year ended December 31, 2020, we acquired 10 properties for an aggregate consideration of $249.5 million.


•During the year ended December 31, 2020, we recognized $262.2 million of gains
on sale of real estate including 2020, including $225.1 million for the sale of
six properties to the Ventas Fund, $13.7 million for the sale of four
in-progress development projects to the R&I Development JV and and $23.4 million
for the sale of 31 other properties.

•During the year ended December 31, 2020, we received aggregate proceeds of
$106.1 million for the full repayment of the principal balances of various loans
receivable with a weighted average interest rate of 8.3% that were due to mature
between 2020 and 2025, resulting in total gains of $1.4 million.
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Liquidity and Capital


•As of December 31, 2020, we had approximately $3.3 billion in liquidity,
including availability under our revolving credit facility and cash and cash
equivalents on hand, with no borrowings outstanding under our commercial paper
program and negligible near-term debt maturing.

•In April 2020, we raised $500.0 million through the issuance of 4.75% senior notes due 2030.


•In October 2020,we reduced near-term debt maturities by retiring $236.3 million
aggregate principal amount then outstanding of our 3.25% senior notes due 2022
at 104.14% of par value, plus accrued and unpaid interest to the payment date.

•During 2020, we sold an aggregate of 1.5 million shares of common stock under
our "at-the-market" equity offering program for average gross proceeds of $44.88
per share.

•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 82.5 basis points.

•In February 2021, in order to reduce near-term maturities, we issued a make whole redemption for the entirety of the $400 million outstanding aggregate principal amount of 3.10% senior notes due January 2023. The redemption is expected to settle in March 2021, principally using cash on hand.

Portfolio


•In July 2020, we entered into a revised master lease agreement (the "Brookdale
Lease") and certain other agreements (together with the Brookdale Lease, the
"Agreements") with Brookdale Senior Living.

•In April 2020, we completed a transaction with affiliates of Holiday Retirement
(with its affiliates, collectively, "Holiday"), including entry into a new,
terminable management agreement for our 26 independent living assets that were
previously subject to a triple-net lease (the "Holiday Lease") with Holiday.

Environmental, Social and Governance


•During 2020, we continued our leadership in ESG, receiving numerous accolades,
including the 2020 Nareit Health Care "Leader in the Light" award for a fourth
consecutive year, the 2020 Bloomberg Gender-Equality Index for the second
consecutive year, the 2020 Dow Jones Sustainability World Index for the second
consecutive year and maintaining our industry-leading position in GRESB.

Critical Accounting Policies and Estimates


Our Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report have been prepared in accordance with U.S. generally accepted accounting
principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"),
as published by the Financial Accounting Standards Board ("FASB"). 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.
We believe that the critical accounting policies described below, among others,
affect our more significant estimates and judgments used in the preparation of
our financial statements. For more information regarding our critical accounting
policies, see "Note 2 - Accounting Policies" of the Notes to Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report.

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Principles of Consolidation


The Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report include our accounts and the accounts of our wholly owned subsidiaries
and the joint venture entities over which we exercise control. All intercompany
transactions and balances have been eliminated in consolidation, and our net
earnings are reduced by the portion of net earnings attributable to
noncontrolling interests.

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

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

Accounting for Real Estate Acquisitions


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

We estimate the fair value of buildings acquired on an as-if-vacant basis or
replacement cost basis and depreciate the building value over the estimated
remaining life of the building, generally not to exceed 35 years. We determine
the fair value of other fixed assets, such as site improvements and furniture,
fixtures and equipment, based upon the replacement cost and depreciate such
value over the assets' estimated remaining useful lives as determined at the
applicable acquisition date. We determine the value of land either by
considering the sales prices of similar properties in recent transactions or
based on internal analyses of recently acquired and existing comparable
properties within our portfolio. We generally determine the value of
construction in progress based upon the replacement cost. However, for certain
acquired properties that are part of a ground-up development, we determine fair
value by using the same valuation approach as for all other properties and
deducting the estimated cost to complete the development. During the remaining
construction period, we capitalize project costs until the development has
reached substantial completion. Construction in progress, including capitalized
interest, is not depreciated until the development has reached substantial
completion.

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

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

We estimate the fair value of purchase option intangible assets and liabilities,
if any, by discounting the difference between the applicable property's
acquisition date fair value and an estimate of its future option price. We do
not amortize the resulting intangible asset or liability over the term of the
lease, but rather adjust the recognized value of the asset or liability
                                       43
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upon sale.


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

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


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

Impairment of Long-Lived and Intangible Assets


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

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

Revenue Recognition


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

Federal Income Tax


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

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

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

Recently Issued or Adopted Accounting Standards

We adopted ASC Topic 842, Leases ("ASC 842") on January 1, 2019, which introduced a lessee model that brings most leases on the balance sheet and, among other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification.


ASC 842 allows for several practical expedients which permit the following: no
reassessment of lease classification or initial direct costs; use of the
standard's effective date as the date of initial application; and no separation
of non-lease components from the related lease components and, instead, to
account for those components as a single lease component if certain criteria are
met. We elected these practical expedients using the effective date as our date
of initial application. Therefore, financial information and disclosures under
ASC 842 are not provided for periods prior to January 1, 2019.

Upon adoption, we recognized both right of use assets and lease liabilities for
leases in which we lease land, real property or other equipment. We now also
report revenues and expenses within our triple-net leased properties reportable
business segment for real estate taxes and insurance that are escrowed and
obligations of the tenants in accordance with their respective leases with us.
This reporting had no impact on our net income. Resident leases within our
senior living operations reportable business segment and office leases also
contain service elements. We elected the practical expedient to account for our
resident and office leases as a single lease component. Also, we now expense
certain leasing costs, other than leasing commissions, as they are incurred.
Prior to the adoption of ASC 842, GAAP provided for the deferral and
amortization of such costs over the applicable lease term. We are continuing to
amortize any unamortized deferred lease costs as of December 31, 2018 over their
respective lease terms.

As of January 1, 2019 we recognized operating lease assets of $361.7 million on
our Consolidated Balance Sheets which includes the present value of minimum
lease payments as well as certain existing above and/or below market lease
intangible values associated with such leases. Also upon adoption, we recognized
operating lease liabilities of $216.9 million on our Consolidated Balance
Sheets. The present value of minimum lease payments was calculated on each lease
using a discount rate that approximates our incremental borrowing rate primarily
adjusted for the length of the individual lease terms. As of the January 1, 2019
adoption date, we utilized discount rates ranging from 6.15% to 7.60% for our
ground leases.

Upon adoption, we recognized a cumulative effect adjustment to retained earnings
of $0.6 million primarily relating to certain costs associated with unexecuted
leases that were deferred as of December 31, 2018.

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Results of Operations


As of December 31, 2020, 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 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 net operating
income ("NOI") and related measures. In addition to the information presented
below, see "Note 19 - Segment Information" of the Notes to Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report for
further information regarding our business segments and a discussion of our
definition of segment NOI. See "Non-GAAP Financial Measures" included elsewhere
in this Annual Report for additional disclosure and reconciliations of net
income attributable to common stockholders, as computed in accordance with GAAP,
to NOI.

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Years Ended December 31, 2020 and 2019


The table below shows our results of operations for the years ended December 31,
2020 and 2019 and the effect of changes in those results from period to period
on our net income attributable to common stockholders.
                                                          For the Years Ended
                                                             December 31,                    (Decrease) Increase to Net Income
                                                       2020                 2019                  $                     %
                                                                              (Dollars in thousands)
Segment NOI:
Triple-net leased properties                      $   673,105          $   754,337          $   (81,232)               (10.8  %)
Senior living operations                              538,489              630,135              (91,646)               (14.5)
Office operations                                     549,375              574,157              (24,782)                (4.3)
All other                                              87,021               92,610               (5,589)                (6.0)
Total segment NOI                                   1,847,990            2,051,239             (203,249)                (9.9)
Interest and other income                               7,609               10,984               (3,375)               (30.7)
Interest expense                                     (469,541)            (451,662)             (17,879)                (4.0)
Depreciation and amortization                      (1,109,763)          (1,045,620)             (64,143)                (6.1)
General, administrative and professional fees        (130,158)            (158,726)              28,568                 18.0
Loss on extinguishment of debt, net                   (10,791)             (41,900)              31,109                 74.2
Merger-related expenses and deal costs                (29,812)             (15,235)             (14,577)               (95.7)
Allowance on loans receivable and investments         (24,238)                   -              (24,238)         nm
Other                                                    (707)              10,339              (11,046)         nm
Income before unconsolidated entities, real
estate dispositions, income taxes, discontinued
operations and noncontrolling interests                80,589              359,419             (278,830)               (77.6)
Income (loss) from unconsolidated entities              1,844               (2,454)               4,298          nm
Gain on real estate dispositions                      262,218               26,022              236,196          nm
Income tax benefit                                     96,534               56,310               40,224                 71.4
Income from continuing operations                     441,185              439,297                1,888                  0.4
Discontinued operations                                     -                    -                    -          nm
Net income                                            441,185              439,297                1,888                  0.4
Net income attributable to noncontrolling
interests                                               2,036                6,281                4,245                 67.6

Net income attributable to common stockholders $ 439,149 $ 433,016

                6,133                  1.4


nm-not meaningful

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 December 31, 2020, but excluding assets whose operations
were classified as discontinued operations:
                                                        For the Years Ended
                                                            December 31,                  (Decrease) Increase to Segment NOI
                                                      2020                2019                  $                     %
                                                                             (Dollars in thousands)
Segment NOI-Triple-Net Leased Properties:
Rental income                                     $  695,265          $ 780,898          $    (85,633)               (11.0  %)

Less: Property-level operating expenses              (22,160)           (26,561)                4,401                 16.6
Segment NOI                                       $  673,105          $ 754,337               (81,232)               (10.8)


nm-not meaningful
                                       47
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In our triple-net leased properties reportable business segment, our revenues
generally consist of fixed rental amounts (subject to contractual escalations)
received from our tenants in accordance with the applicable lease terms. We
report revenues and property-level operating expenses within our triple-net
leased properties reportable business segment for real estate tax and insurance
expenses that are paid from escrows collected from our tenants.

The Triple-net leased properties segment NOI decrease in 2020 over the prior
year is attributable primarily to the transition of 26 independent living assets
at the start of the second quarter 2020 operated by Holiday from our triple-net
portfolio to our senior housing operating portfolio, lower rental income from
the Brookdale lease modification at the start of the third quarter of 2020, and
the COVID-19 related write-off of previously accrued straight-line rental income
during 2020 of $67.6 million (non-Holiday assets), partially offset by the $50.2
million impact of terminating the Holiday Lease. We will continue to try to
collect rent on a contractual basis for the tenants where straight-line rent has
been written off, but we have determined that collectability is not probable due
to COVID-19.

Occupancy rates may affect the profitability of our tenants' operations. The
following table sets forth average continuing occupancy rates related to the
triple-net leased properties we owned at December 31, 2020 and measured over the
trailing 12 months ended September 30, 2020 (which is the most recent
information available to us from our tenants) and average continuing occupancy
rates related to the triple-net leased properties we owned at December 31, 2019
and measured over the 12 months ended September 30, 2019. 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 four quarters of
occupancy results.

                                            Number of            Average Occupancy                  Number of            Average Occupancy
                                          Properties at         for the Trailing 12               Properties at         for the Trailing 12
                                           December 31,             Months Ended                   December 31,             Months Ended
                                               2020              September 30, 2020                    2019              September 30, 2019
Senior housing communities                      290                          82.1  %                    326                          86.0  %
Skilled nursing facilities ("SNFs")              16                          82.9                        16                          87.3
IRFs and LTACs                                   35                          55.7                        36                          53.6


Declines in occupancy are primarily the result of COVID-19 impacts to senior housing and SNF operations.


The following table compares results of operations for our 359 same-store
triple-net leased properties. See "Non-GAAP Financial Measures-NOI" included
elsewhere in this Annual Report on Form 10-K for additional disclosure regarding
same-store NOI for each of our reportable business segments.
                                                        For the Years Ended
                                                            December 31,                  (Decrease) Increase to Segment NOI
                                                      2020                2019                  $                     %
                                                                             (Dollars in thousands)
Same-Store Segment NOI-Triple-Net Leased
Properties:
Rental income                                     $  601,195          $ 669,510          $    (68,315)               (10.2  %)
Less: Property-level operating expenses              (19,166)           (19,198)                   32                  0.2
Segment NOI                                       $  582,029          $ 650,312               (68,283)               (10.5)


nm-not meaningful

The decrease in our same-store triple-net leased properties rental income in
2020 over the prior year is attributable primarily to the COVID-19 related
write-off of previously accrued straight-line rental income of $67.6 million
during 2020 and lower rental income from the Brookdale lease modification at the
start of the third quarter of 2020, partially offset by rent increases due to
contractual escalations pursuant to the terms of our leases. We will continue to
try to collect rent on a contractual basis for the tenants where straight-line
rent has been written off, but we have determined that collectability is not
probable due to COVID-19.

                                       48
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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 December 31, 2020.

                                                          For the Years Ended
                                                             December 31,                    Increase (Decrease) to Segment NOI
                                                       2020                 2019                   $                     %
                                                                              (Dollars in thousands)
Segment NOI-Senior Living Operations:
Resident fees and services                        $ 2,197,160          $ 2,151,533          $     45,627                   2.1  %
Less: Property-level operating expenses            (1,658,671)          (1,521,398)             (137,273)                 (9.0)
Segment NOI                                       $   538,489          $   630,135               (91,646)                (14.5)



                                                                                           Average Unit                      Average Monthly Revenue Per
                                                Number of                                   Occupancy                             Occupied Room for
                                              Properties at                            for the Years Ended                         the Years Ended
                                              December 31,                                 December 31,                              December 31,
                                       2020                  2019                   2020                    2019                2020               2019
Total communities                       432                     401                      81.7  %              86.6  %       $    4,766          $ 5,451



Resident fees and services include all amounts earned from residents at our senior housing communities, such as rental fees related to resident leases, extended healthcare fees and other ancillary service income. 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 decrease in our senior living operations segment NOI in 2020 over the prior
year is primarily attributable to lower occupancy resulting from the COVID-19
pandemic. In addition, NOI has been negatively impacted by increased operating
costs as a result of the COVID-19 pandemic, which is partially offset by the
receipt of $35.1 million in grants during the fourth quarter 2020 from HHS under
the Provider Relief Fund. We also had more properties in this segment because of
the transition of 26 independent living assets at the start of the second
quarter 2020 operated by Holiday from our triple-net portfolio to our senior
housing operating portfolio and the third quarter 2019 acquisition of 34
Canadian senior housing communities via an equity partnership with Le Groupe
Maurice, which contributed to NOI.

The following table compares results of operations for our 335 same-store senior
living operating communities.
                                                          For the Years Ended
                                                             December 31,                    (Decrease) Increase to Segment NOI
                                                       2020                 2019                   $                     %
                                                                              (Dollars in thousands)
Same-Store Segment NOI-Senior Living Operations:
Resident fees and services                        $ 1,796,135          $ 1,967,402          $   (171,267)                (8.7  %)
Less: Property-level operating expenses            (1,385,316)          (1,376,587)               (8,729)                (0.6)
Segment NOI                                       $   410,819          $   590,815              (179,996)               (30.5)



nm-not meaningful
                                                                                           Average Unit                     Average Monthly Revenue Per
                                                  Number of                                 Occupancy                            Occupied Room for
                                                Properties at                          for the Years Ended                        the Years Ended
                                                December 31,                               December 31,                             December 31,
                                         2020                  2019                  2020                  2019                2020               2019
Same-store communities                    335                    335                     79.6  %             86.9  %       $    5,765          $ 5,790



                                       49
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The decrease in our same-store senior living operations segment NOI is primarily
attributable to lower occupancy resulting from the COVID-19 pandemic. In
addition, NOI has been negatively impacted by increased operating costs as a
result of the COVID-19 pandemic, which is partially offset by the receipt of
$31.9 million in grants from HHS under the Provider Relief Fund.
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 December 31, 2020.
                                                        For the Years Ended
                                                            December 31,                  (Decrease) Increase to Segment NOI
                                                      2020                2019                  $                     %
                                                                             (Dollars in thousands)
Segment NOI-Office Operations:
Rental income                                     $  799,627          $ 828,978          $    (29,351)                (3.5  %)
Office building services revenue                       8,675              7,747                   928                 12.0
Total revenues                                       808,302            836,725               (28,423)                (3.4)

Less:

Property-level operating expenses                   (256,612)          (260,249)                3,637                  1.4
Office building services costs                        (2,315)            (2,319)                    4                  0.2
Segment NOI                                       $  549,375          $ 574,157               (24,782)                (4.3)


                                                Number of                                                                  Annualized Average Rent Per
                                              Properties at                               Occupancy at                     Occupied Square Foot for the
                                               December 31,                               December 31,                       Years Ended December 31,
                                        2020                  2019                  2020                   2019               2020              2019
Total office buildings                   374                    382                     89.7  %              90.3  %       $     34          $    34



The decrease in our office operations segment NOI in 2020 over the prior year is
attributable to assets sold to the Ventas Fund in the first quarter of 2020,
lease termination fees received in 2019, and COVID-19 impacts including the
write-off of previously accrued straight-line rental income during 2020 and
reduced parking revenues. These reduction in NOI were partially offset by active
leasing at recently developed and redeveloped properties, improved tenant
retention, contractual rent escalators, acquisitions and business interruption
insurance proceeds.

The following table compares results of operations for our 355 same-store office buildings.

                                                        For the Years Ended
                                                            December 31,                  Increase (Decrease) to Segment NOI
                                                      2020                2019                  $                    %
                                                                            (Dollars in thousands)
Same-Store Segment NOI-Office Operations:
Rental income                                     $  743,563          $ 733,482          $     10,081                  1.4  %
Less: Property-level operating expenses             (235,789)          (231,946)               (3,843)                (1.7)
Segment NOI                                       $  507,774          $ 501,536                 6,238                  1.2


                                                 Number of                                                                  Annualized Average Rent Per
                                               Properties at                               Occupancy at                     Occupied Square Foot for the
                                                December 31,                               December 31,                       Years Ended December 31,
                                         2020                  2019                  2020                   2019               2020              2019
Same-store office buildings               355                    355                     91.3  %              92.2  %       $     34          $    33



The increase in our same-store office operations segment NOI in 2020 over the prior year is attributable primarily to successful leasing, enhanced tenant retention, continued strong collections through the COVID-19 pandemic and contractual rent escalations.

                                       50
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All Other


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 $5.6 million decrease in all other
segment NOI in 2020 over the prior year is primarily due to reduced interest
income from our loans receivable investments from lower LIBOR-based interest
rates, repayments of loans outstanding net of new issuances, partially offset by
increased management fee revenues from investments in unconsolidated real estate
entities. See "Note 6 - Loans Receivable and Investments" of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report.

Interest and Other Income

The $3.4 million decrease in interest and other income in 2020 over the prior
year is primarily due to 2019 income from the exercise of warrants related to
our research and innovation properties, partially offset by a 2020 reduction of
a liability related to an acquisition and interest income on short-term
investments.

Interest Expense


The $17.9 million increase in total interest expense in 2020 over the prior year
is primarily attributable to an increase of $53.0 million due to higher debt
balances, partially offset by a decrease of $35.5 million due to a lower
effective interest rate. Our weighted average effective interest rate was 3.5%
for 2020, compared to 3.8% for 2019. Capitalized interest for 2020 and 2019 was
$9.6 million and $9.0 million, respectively.

Depreciation and Amortization


Depreciation and amortization expense increased during 2020 compared to 2019,
primarily due to an increase in real estate impairments during 2020 and asset
acquisitions, including the 2019 acquisition of senior housing communities
operated by LGM. This is partially offset by the impact of dispositions during
2020. See "Note 1 - Description of Business - COVID-19 Update" for information
regarding 2020 real estate impairment charges.

General, Administrative and Professional Fees


The $28.6 million decrease in general, administrative and professional fees in
2020 over the prior year is primarily a result of the capital conservation
actions taken during 2020, including the June 2020 elimination of approximately
25% of corporate positions and a reduction in executives' salaries for the
second half of 2020. See "2020 Capital Conservation Actions" for information
regarding these measures.

Loss on Extinguishment of Debt, Net


The loss on extinguishment of debt, net in 2020 is due primarily to the notice
of redemption of $236.3 million of our 3.25% senior notes due 2022. The loss on
extinguishment of debt, net in 2019 was due primarily to the redemption and
repayment of $600.0 million aggregate principal amounts then outstanding of our
4.25% senior notes due 2022. See "-Liquidity and Capital Resources".

Merger-Related Expenses and Deal Costs

The $14.6 million increase in merger-related expenses and deal costs in 2020 over the prior year is due primarily to costs incurred as a result of the Brookdale transaction and 2020 expenses related to severance and operator transitions.

Allowance on Loans Receivable and Investments


The allowance on loans receivable and investments in 2020 is due to credit
losses on certain of our non-mortgage loans receivable and government-sponsored
pooled loan investments, less recoveries received during the year. See "Note 1 -
Description of Business - COVID-19 Update" for more information regarding these
allowances.

                                       51
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Other


The $11.0 million change in other from income in 2019 to an expense in 2020 is
primarily due to insurance recoveries received in 2019 and increased
corporate-level insurance costs in 2020, partially offset by the change in fair
value of stock warrants received in connection with the Brookdale transaction.

Income (Loss) from Unconsolidated Entities


The $4.3 million increase in income (loss) from unconsolidated entities for 2020
over 2019 is primarily due to our share of financial results from our
unconsolidated entities in 2020, offset by an impairment of our investment in an
unconsolidated operating entity in 2020. See "Note 1 - Description of Business -
COVID-19 Update" for information regarding 2020 impairment charges.

Gain on Real Estate Dispositions


The $236.2 million increase in gain on real estate dispositions for 2020 over
2019 is due primarily to our contribution of six properties to the Ventas Fund
in 2020.

Income Tax Benefit

The $40.2 million increase in income tax benefit related to continuing
operations for 2020 over 2019 is 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 restructuring 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.

Years Ended December 31, 2019 and 2018


Our Annual Report for the year ended December 31, 2019, filed with the SEC on
February 24, 2020, contains information regarding our results of operations for
the years ended December 31, 2019 and 2018 and the effect of changes in those
results from period to period on our net income attributable to common
stockholders.

Non-GAAP Financial Measures


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

The non-GAAP financial measures we present in this Annual Report may not be
comparable to those presented by other real estate companies due to the fact
that not all real estate companies use the same definitions. You should not
consider these measures as alternatives to net income attributable to common
stockholders (determined in accordance with GAAP) as indicators of our financial
performance or as alternatives to cash flow from operating activities
(determined in accordance with GAAP) as measures of our liquidity, nor are these
measures necessarily indicative of sufficient cash flow to fund all of our
needs. In order to facilitate a clear understanding of our consolidated
historical operating results, you should examine these measures in conjunction
with net income attributable to common stockholders as presented in our
Consolidated Financial Statements and other financial data included elsewhere in
this Annual Report.
                                       52
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Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders


Historical cost accounting for real estate assets implicitly assumes that the
value of real estate assets diminishes predictably over time. However, since
real estate values historically have risen or fallen with market conditions,
many industry investors deem presentations of operating results for real estate
companies that use historical cost accounting to be insufficient by themselves.
For that reason, we consider Funds From Operations attributable to common
stockholders ("FFO") and normalized FFO to be appropriate supplemental measures
of operating performance of an equity REIT. In particular, 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 remeasurement 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
reaudit 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.

The following table summarizes our FFO and normalized FFO for each of the five
years ended December 31, 2020. The decrease in normalized FFO for the year ended
December 31, 2020 over the prior year is due to the impact of COVID-19 on our
senior housing business and increases in interest expense from incremental
borrowings arising as a consequence of the impact of COVID-19, partially offset
by the positive impact of our third quarter 2019 acquisition of an interest in
34 Canadian senior housing communities via an equity partnership with Le Groupe
Maurice.
                                       53
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For the Years Ended December 31,

                                               2020                 2019                 2018                 2017                 2016
                                                                                    (In thousands)

Net income attributable to common
stockholders                              $   439,149          $   433,016  

$ 409,467 $ 1,356,470 $ 649,231 Adjustments: Real estate depreciation and amortization 1,104,114

            1,039,550              913,537              881,088              891,985
Real estate depreciation related to
noncontrolling interests                      (16,767)              (9,762)              (6,926)              (7,565)              (7,785)
Real estate depreciation related to
unconsolidated entities                         4,986                  187                1,977                4,231                5,754
Gain on real estate dispositions related
to unconsolidated entities                          -               (1,263)                (875)              (1,057)                (439)
Gain on re-measurement of equity interest
upon acquisition, net                               -                    -                    -               (3,027)                   -
Impairment on equity method investment              -                    -               35,708                    -                    -
(Loss) gain on real estate dispositions
related to noncontrolling interests                (9)                 343                1,508                   18                    -
Gain on real estate dispositions             (262,218)             (26,022)             (46,247)            (717,273)             (98,203)
Discontinued operations:
Loss on real estate dispositions                    -                    -                    -                    -                    1

FFO attributable to common stockholders     1,269,255            1,436,049            1,308,149            1,512,885            1,440,544

Adjustments:

Change in fair value of financial
instruments                                   (21,928)                 (78)                 (18)                 (41)                  62
Non-cash income tax benefit                   (98,114)             (58,918)             (18,427)             (22,387)             (34,227)
Effect of the 2017 Tax Act                          -                    -              (24,618)             (36,539)                   -
Loss on extinguishment of debt, net            10,791               41,900               63,073                  839                2,779
Gain on non-real estate dispositions
related to unconsolidated entities               (597)                 (18)                  (2)                 (39)                (557)
Merger-related expenses, deal costs and
re-audit costs                                 34,690               18,208               38,145               14,823               28,290
Amortization of other intangibles                 472                  484                  759                1,458                1,752
Other items related to unconsolidated
entities                                         (614)               3,291                5,035                3,188                    -
Non-cash impact of changes to equity plan        (452)               7,812                4,830                5,453                    -
Non-cash charges related to lease
terminations                                        -                    -               21,299                    -                    -
Natural disaster expenses (recoveries),
net                                             1,247              (25,683)              63,830               11,601                    -
Impact of Holiday lease termination           (50,184)                   -                    -                    -                    -
Write-off of straight-line rental income,
net of noncontrolling interests                70,863                    -                    -                    -                    -
Allowance on loan investments and
impairment of unconsolidated entities,
net of noncontrolling interests                34,543                    -                    -                    -                    -
Normalized FFO attributable to common
stockholders                              $ 1,249,972          $ 1,423,047          $ 1,462,055          $ 1,491,241          $ 1,438,643


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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 reaudit 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 Years Ended December 31,

                                                                  2020                 2019                 2018
                                                                                  (In thousands)

Net income attributable to common stockholders               $   439,149          $   433,016          $   409,467
Adjustments:
Interest                                                         469,541              451,662              442,497
Loss on extinguishment of debt, net                               10,791               41,900               58,254

Taxes (including amounts in general, administrative and professional fees)

                                               (91,389)             (52,677)             (37,230)
Depreciation and amortization                                  1,109,763            1,045,620              919,639
Non-cash stock-based compensation expense                         21,487               33,923               29,963
Merger-related expenses, deal costs and re-audit costs            29,811               15,246               33,608

Net income attributable to noncontrolling interests, adjusted for partners' share of consolidated entity EBITDA (24,381)

             (16,396)             (10,420)

Loss from unconsolidated entities, adjusted for Ventas share of EBITDA from unconsolidated entities

                            59,631               32,462               86,278
Gain on real estate dispositions                                (262,218)             (26,022)             (46,247)
Unrealized foreign currency (gains) losses                          (439)              (1,061)                 138
Changes in fair value of financial instruments                   (21,928)                (104)                 (54)

Non-cash charges related to lease terminations                         -                    -               21,299
Natural disaster expenses (recoveries), net                        1,203              (25,981)              54,684

Write-off of straight-line rental income from Holiday lease termination

                                                       49,611                    -                    -
Write-off of straight-line rental income, net of
noncontrolling interests                                          70,863                    -                    -
Allowance on loan investments and impairment of
unconsolidated entities, net of noncontrolling interests          23,879                    -     -              -
Adjusted EBITDA                                              $ 1,885,374          $ 1,931,588          $ 1,961,876



NOI

We also consider NOI an important supplemental measure because it allows
investors, analysts and our management to assess our unlevered property-level
operating results and to compare our operating results with those of other real
estate companies and between periods on a consistent basis. We define NOI as
total revenues, less interest and other income,
                                       55
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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 Years Ended December 31,

                                                                    2020                 2019                 2018
                                                                                    (In thousands)

Net income attributable to common stockholders                 $   439,149          $   433,016          $   409,467
Adjustments:
Interest and other income                                           (7,609)             (10,984)             (24,892)
Interest expense                                                   469,541              451,662              442,497
Depreciation and amortization                                    1,109,763            1,045,620              919,639
General, administrative and professional fees                      130,158              158,726              145,978
Loss on extinguishment of debt, net                                 10,791               41,900               58,254
Merger-related expenses and deal costs                              29,812               15,235               30,547
Allowance on loan receivable and investments                        24,238                    -                    -
Discontinued operations                                                  -                    -                   10
Other                                                                  707              (10,339)              72,772
Net income attributable to noncontrolling interests                  2,036                6,281                6,514
(Income) loss from unconsolidated entities                          (1,844)               2,454               55,034
Income tax benefit                                                 (96,534)             (56,310)             (39,953)
Gain on real estate dispositions                                  (262,218)             (26,022)             (46,247)
NOI                                                            $ 1,847,990          $ 2,051,239          $ 2,029,620



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 or 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) those properties that are currently
undergoing a materially disruptive redevelopment; (iv) for our office
operations, those properties for which management has an intention to institute
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; 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 reported USD, while prior comparison period's results are adjusted and
converted to USD based on the average exchange rate for the current period.

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Asset/Liability Management


Asset/liability management, a key element of enterprise risk management, is
designed to support the achievement of our business strategy, while ensuring
that we maintain appropriate and tolerable levels of market risk (primarily
interest rate risk and foreign currency exchange risk) and credit risk.
Effective management of these risks is a contributing factor to the absolute
levels and variability of our FFO and net worth. The following discussion
addresses our integrated management of assets and liabilities, including the use
of derivative financial instruments.

Market Risk


We are exposed to market risk related to changes in interest rates with respect
to borrowings under our unsecured revolving credit facility, our secured
construction revolver and our unsecured term loans, certain of our mortgage
loans that are floating rate obligations, mortgage loans receivable that bear
interest at floating rates and available for sale securities. These market risks
result primarily from changes in LIBOR rates or prime rates. To manage these
risks, we continuously monitor our level of floating rate debt with respect to
total debt and other factors, including our assessment of current and future
economic conditions.
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The table below sets forth certain information with respect to our debt, excluding premiums and discounts.

                                                                                As of December 31,
                                                                 2020                   2019                  2018
                                                                              (Dollars in thousands)
Balance:
Fixed rate:
Senior notes                                              $        8,869,036       $     8,584,056       $     7,945,598
Unsecured term loans                                                 200,000               200,000               400,000
Secured revolving construction credit facility                             -               160,492                     -
Mortgage loans and other                                           1,389,227             1,325,854               698,136
Variable rate:
Senior notes                                                         235,664               231,018                     -
Unsecured revolving credit facility                                   39,395               120,787               765,919
Unsecured term loans                                                 392,773               385,030               500,000
Commercial paper notes                                                     -               567,450                     -
Secured revolving construction credit facility                       154,098                     -                90,488
Mortgage loans and other                                             702,878               671,115               429,561
Total                                                     $       11,983,071       $    12,245,802       $    10,829,702
Percent of total debt:
Fixed rate:
Senior notes                                                         73.9  %             70.1  %               73.4  %
Unsecured term loans                                                  1.7                 1.6                   3.7
Secured revolving construction credit facility                          -                 1.3                     -
Mortgage loans and other                                             11.6                10.8                   6.4
Variable rate:
Senior notes                                                          2.0                 1.9                     -
Unsecured revolving credit facility                                   0.3                 1.0                   7.1
Unsecured term loans                                                  3.3                 3.1                   4.6
Commercial paper notes                                                  -                 4.7                     -
Secured revolving construction credit facility                        1.3                   -                   0.8
Mortgage loans and other                                              5.9                 5.5                   4.0
Total                                                               100.0  %            100.0  %              100.0  %
Weighted average interest rate at end of period:
Fixed rate:
Senior notes                                                          3.7  %              3.7  %                3.8  %
Unsecured term loans                                                  3.6                 2.0                   2.8
Secured revolving construction credit facility                          -                 4.5                     -
Mortgage loans and other                                              3.5                 3.7                   4.4
Variable rate:
Senior notes                                                          1.0                 2.5                     -
Unsecured revolving credit facility                                   1.0                 2.4                   3.2
Unsecured term loans                                                  1.4                 2.9                   3.3
Commercial paper notes                                                  -                 2.0                     -
Secured revolving construction credit facility                        1.9                   -                   4.1
Mortgage loans and other                                              1.9                 3.4                   3.4
Total                                                                 3.4                 3.5                   3.7



The variable rate debt in the table above reflects, in part, the effect of
$146.7 million notional amount of interest rate swaps with maturities ranging
from March 2022 to May 2022, in each case that effectively convert fixed rate
debt to variable
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rate debt. In addition, the fixed rate debt in the table above reflects, in
part, the effect of $305.9 million and C$145.7 million notional amount of
interest rate swaps with maturities ranging from January 2023 to December 2029,
in each case that effectively convert variable rate debt to fixed rate debt. See
"Note 10 - Senior Notes Payable and Other Debt" of the Notes to Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report.

The decrease in our outstanding variable rate debt at December 31, 2020 compared
to December 31, 2019 is primarily attributable to reduced borrowings on our
revolving credit facility and commercial paper program, partially offset by the
change in presentation of the secured revolving construction credit facility to
variable rate debt. The secured revolving construction credit facility was
previously reflected as fixed rate debt due to an interest rate swap which had
effectively converted the associated interest expense from variable to fixed
until its expiration in August 2020.

Assuming a 100 basis point increase in the weighted average interest rate
related to our variable rate debt and assuming no change in our variable rate
debt outstanding as of December 31, 2020, interest expense on an annualized
basis would increase by approximately $14.7 million, or $0.04 per diluted common
share.

As of December 31, 2020 and 2019, our joint venture partners' aggregate share of
total debt was $271.6 million and $228.2 million, respectively, with respect to
certain properties we owned through consolidated joint ventures. Total debt does
not include our portion of debt related to investments in unconsolidated real
estate entities, which was $213.0 million and $60.6 million as of December 31,
2020 and 2019, respectively.

The fair value of our fixed rate debt is based on current market interest rates
at which we could obtain similar borrowings. Increases in market interest rates
typically result in a decrease in the fair value of fixed rate debt while
decreases in market interest rates typically result in an increase in the fair
value of fixed rate date. While changes in market interest rates affect the fair
value of our fixed rate debt, these changes do not affect the interest expense
associated with our fixed rate debt. Therefore, interest rate risk does not have
a significant impact on our fixed rate debt obligations until their maturity or
earlier prepayment and refinancing. If interest rates have risen at the time we
seek to refinance our fixed rate debt, whether at maturity or otherwise, our
future earnings and cash flows could be adversely affected by additional
borrowing costs. Conversely, lower interest rates at the time of refinancing may
reduce our overall borrowing costs.

To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points in interest rates:

                                                         As of December 31,
                                                       2020              2019
                                                           (In thousands)
Gross book value                                  $ 10,458,262      $ 10,270,402
Fair value                                          11,550,236        10,784,441
Fair value reflecting change in interest rates:
-100 basis points                                   12,204,507        11,438,507
+100 basis points                                   10,951,483        10,196,943



The change in fair value of our fixed rate debt from December 31, 2019 to
December 31, 2020 was due primarily to 2020 senior note issuances, net of
repayments, partially offset by the change in presentation of the secured
revolving construction credit facility to variable rate debt. The secured
revolving construction credit facility was previously reflected as fixed rate
debt due to an interest rate swap which had effectively converted the associated
interest expense from variable to fixed until its expiration in August 2020.

As of December 31, 2020 and 2019, the fair value of our secured and non-mortgage
loans receivable, based on our estimates of currently prevailing rates for
comparable loans, was $565.7 million and $710.5 million, respectively. See "Note
6 - Loans Receivable and Investments" and "Note 11 - Fair Values of Financial
Instruments" of the Notes to Consolidated Financial Statements included in Part
II, Item 8 of this Annual Report.

As a result of our Canadian and United Kingdom operations, we are subject to
fluctuations in certain foreign currency exchange rates that may, from time to
time, affect our financial condition and operating performance. Based solely on
our results for the year ended December 31, 2020 (including the impact of
existing hedging arrangements), if the value of the U.S. dollar relative to the
British pound and Canadian dollar were to increase or decrease by one standard
deviation compared to the average exchange rate during the year, our normalized
FFO per share for the year ended December 31, 2020 would decrease or
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increase, as applicable, by less than $0.01 per share or 1%. We will continue to
mitigate these risks through a layered approach to hedging looking out for the
next year and continual assessment of our foreign operational capital structure.
Nevertheless, we cannot assure you that any such fluctuations will not have an
effect on our earnings.

Concentration and Credit 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
                                                           December 31,
                                                         2020           

2019

Investment mix by asset type(1):
Senior housing communities                                 63.5  %     62.2 

%

MOBs                                                       19.7        19.3
Research and innovation centers                             7.1         8.7
Health systems                                              5.2         5.1
IRFs and LTACs                                              1.7         1.6
SNFs                                                        0.7         0.7
Secured loans receivable and investments, net               2.1         2.4
Investment mix by tenant, operator and manager(1):
Atria                                                      20.8  %     20.4  %
Sunrise                                                    10.4        10.3
Brookdale Senior Living                                     8.2         7.7
Ardent                                                      4.9         4.7
Kindred                                                     1.1         1.0
All other                                                  54.6        55.9


(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale) as of each reporting date.

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For the Years Ended December 31,

                                                                   2020                     2019                   2018

Operations mix by tenant and operator and business model: Revenues(1): Senior living operations

                                                58.0  %                55.8  %                55.3  %
Brookdale Senior Living(2)                                               4.4                    4.7                    4.3
Ardent                                                                   3.2                    3.1                    3.1
Kindred                                                                  3.5                    3.3                    3.5
All others                                                              30.9                   33.1                   33.8
Adjusted EBITDA:
Senior living operations                                                30.8  %                32.5  %                31.3  %
Brookdale Senior Living(2)                                               9.5                    8.1                    6.7
Ardent                                                                   7.0                    5.4                    5.1
Kindred                                                                  7.5                    5.8                    5.6
All others                                                              45.2                   48.2                   51.3
NOI:
Senior living operations                                                29.4  %                31.1  %                30.7  %
Brookdale Senior Living(2)                                               9.0                    8.7                    7.6
Ardent                                                                   6.6                    5.8                    5.7
Kindred                                                                  7.1                    6.3                    6.4
All others                                                              47.9                   48.1                   49.6
Operations mix by geographic location(3):
California                                                              15.7  %                15.9  %                15.7  %
New York                                                                 8.1                    8.8                    8.4
Texas                                                                    6.1                    6.0                    6.2
Pennsylvania                                                             4.6                    4.7                    4.6
Illinois                                                                 4.1                    4.0                    4.4
All others                                                              61.4                   60.6                   60.7



(1)Total revenues include medical 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. 2018 results include the
impact of a net non-cash charge of $21.3 million related to April 2018 lease
extensions.
(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 Annual Report for
additional disclosure and reconciliations of net income attributable to common
stockholders, as computed in accordance with GAAP, to Adjusted EBITDA and NOI,
respectively.

We derive a significant portion of our revenues by leasing assets under
long-term triple-net leases in which the rental rate is generally fixed with
escalators, subject to certain limitations. Some of our triple-net lease
escalators are contingent upon the satisfaction of specified facility revenue
parameters or based on increases in the Consumer Price Index ("CPI"), with caps,
floors or collars. We also earn revenues directly from individual residents in
our senior housing communities that are managed by independent operators, such
as Atria and Sunrise, and tenants in our office buildings. For the year ended
December 31, 2020, 61.0% of our Adjusted EBITDA was derived from our senior
living operations and office operations, for which rental rates may fluctuate
more frequently upon lease rollovers and renewals due to shorter-term leases and
changing economic or market conditions.

The concentration of our triple-net leased properties segment revenues and
operating income that are attributed to Brookdale Senior Living, Ardent and
Kindred creates credit risk. If any of Brookdale Senior Living, Ardent or
Kindred becomes unable or unwilling to satisfy its obligations to us or to renew
its leases with us upon expiration of the terms thereof, our financial condition
and results of operations could decline, and our ability to service our
indebtedness and to make
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distributions to our stockholders could be impaired. See "Risk Factors-Our
Business Operations and Strategy Risks-A significant portion of our revenues and
operating income is dependent on a limited number of tenants and managers,
including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise." included
in Part I, Item 1A of this Annual Report and "Note 3 - Concentration of Credit
Risk" of the Notes to Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report.

We regularly monitor and assess any changes in the relative credit risk of our
significant tenants, and in particular those tenants that have recourse
obligations under our triple-net leases. The ratios and metrics we use to
evaluate a significant tenant's liquidity and creditworthiness depend on facts
and circumstances specific to that tenant and the industry or industries in
which it operates, including without limitation the tenant's credit history and
economic conditions related to the tenant, its operations and the markets in
which the tenant operates, that may vary over time. Among other things, we may
(i) review and analyze information regarding the real estate, senior housing and
healthcare industries generally, publicly available information regarding the
significant tenant, and information required to be provided by the tenant under
the terms of its lease agreements with us, (ii) examine monthly or quarterly
financial statements of the significant tenant to the extent publicly available
or otherwise provided under the terms of our lease agreements, and (iii)
participate in periodic discussions and in-person meetings with representatives
of the significant tenant.  Using this information, we calculate multiple
financial ratios (which may, but do not necessarily, include leverage, fixed
charge coverage and tangible net worth), after making certain adjustments based
on our judgment, and assess other metrics we deem relevant to an understanding
of the significant tenant's credit risk.

Because Atria and Sunrise manage our properties in exchange for the receipt of a
management fee from us, we are not directly exposed to the credit risk of our
managers in the same manner or to the same extent as our triple-net tenants.
However, we rely on our managers' personnel, expertise, technical resources and
information systems, proprietary information, good faith and judgment to manage
our senior living operations efficiently and effectively. We also rely on Atria
and Sunrise to set appropriate resident fees, to provide accurate property-level
financials results in a timely manner and otherwise operate our senior housing
communities in compliance with the terms of our management agreements and all
applicable laws and regulations. Although we have various rights as the property
owner under our management agreements, including various rights to terminate and
exercise remedies under the agreements as provided therein, Atria's or Sunrise's
failure, inability or unwillingness to satisfy its respective obligations under
those agreements, to efficiently and effectively manage our properties or to
provide timely and accurate accounting information with respect thereto could
have a Material Adverse Effect on us. See "Risk Factors-Our Business Operations
and Strategy Risks." included in Part I, Item 1A of this Annual Report.

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

Triple-Net Lease Performance and Expirations


Any failure, inability or unwillingness by our tenants to satisfy their
obligations under our triple-net leases could have a material adverse effect on
us. Also, if our tenants are not able or willing to renew our triple-net leases
upon expiration, we may be unable to reposition the applicable properties on a
timely basis or on the same or better economic terms, if at all. 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 year ended December 31, 2020, 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. See "Risk Factors-Our Business Operations and Strategy Risks-If we must
replace any of our tenants or managers, we may be unable to do so on as
favorable terms, or at all, and we could be subject to delays, limitations and
expenses, which could adversely affect our business, financial condition and
results of operations." included in Part I, Item IA of this Annual Report.

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The following table summarizes our lease expirations in our triple-net leased
properties segment currently scheduled to occur over the next 10 years as of
December 31, 2020:
                                                                                                          % of 2020 Total
                                                                                2020 Annualized          Triple-Net Leased
                                                          Number of                Base Rent             Properties Segment
                                                        Properties(1)             ("ABR")(2)               Rental Income
                                                                              (Dollars in thousands)
2021                                                            9              $       12,062                          1.7  %
2022                                                            8                       5,799                          0.8
2023(3)                                                         6                      31,240                          4.5
2024                                                           26                      13,970                          2.0
2025                                                          179                     234,549                         33.7
2026                                                           39                      53,660                          7.7
2027                                                            4                       8,784                          1.3
2028                                                           27                      25,196                          3.6
2029                                                           21                      22,788                          3.3
2030                                                            6                       4,748                          0.7


(1)Excludes assets sold or classified as held for sale, unconsolidated entities
development properties not yet operational, unconsolidated joint ventures and
land parcels.
(2)ABR represents the annualized impact of the current period's cash base rent
at 100% share for consolidated entities. ABR does not include common area
maintenance charges, the amortization of above/below market lease intangibles or
other noncash items. ABR is used only for the purpose of determining lease
expirations.
(3)Relates to 6 LTACs leased by Kindred. While the lease term expires in 2023,
Kindred may extend the term for 5 years by delivering a renewal notice to the
Company 12 to 18 months prior to expiration.

Liquidity and Capital Resources


During 2020, 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 "COVID-19 Update." See "Risk Factors-Our Capital
Structure Risks-We are highly dependent on access to the capital markets.
Limitations on our ability to access capital could have an adverse effect on us,
including our ability to make required payments on our debt obligations, make
distributions to our stockholders or make future investments necessary to
implement our business strategy." included in Part I, Item 1A of this Annual
Report.

2020 Capital Conservation Actions


In 2020, we executed on a multi-pronged capital conservation strategy to
mitigate the impact of COVID-19, which included reducing our planned capital
expenditures and capital commitments. We also established a quarterly dividend
of $0.45 per share beginning in the second quarter, which was a reduction from
the first quarter dividend of $0.7925 per share. This action enabled us to
conserve approximately $130 million of cash per quarter compared to the prior
dividend level. Also, in June 2020, we eliminated roles representing over 25% of
our corporate positions, excluding onsite field personnel. For the
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second half of 2020, the base salaries of our CEO and other executive officers
were voluntarily reduced by 20% and 10%, respectively. Primarily as a result of
these capital conservation actions, our 2020 general and administrative expenses
are $29 million lower than 2019.

See "Note 10 - Senior Notes Payable and Other Debt" of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further information regarding our significant financing activities.

Credit Facilities, Commercial Paper and Unsecured Term Loans


As of December 31, 2020, our unsecured credit facility was comprised of a
$3.0 billion unsecured revolving credit facility priced at LIBOR plus 0.875%
based on the Company's debt rating, which was scheduled to mature in 2021. 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 matures in 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.

As of December 31, 2020, $39.4 million was outstanding under the unsecured
revolving credit facility with an additional $24.9 million restricted to support
outstanding letters of credit. In addition, we limit our utilization of the
unsecured revolving credit facility, to the extent necessary, to support our
commercial paper program when commercial paper notes are outstanding. We had
$2.9 billion in available liquidity under the unsecured revolving credit
facility as of December 31, 2020. In connection with the New Credit Facility, we
paid off all amounts outstanding under the existing unsecured revolving credit
facility as of January 29, 2021 by drawing down the same amount on the New
Credit Facility.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership ("Ventas
Realty"), may issue from time to time unsecured commercial paper notes up to a
maximum aggregate amount outstanding at any time of $1.0 billion. The notes are
sold under customary terms in the 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 December 31, 2020, we had no borrowings outstanding under our commercial
paper program.

As of December 31, 2020, we had a $200.0 million unsecured term loan priced at
LIBOR plus 0.90% that matures in 2023.  The term loan also includes an accordion
feature that effectively permits us to increase our aggregate borrowings
thereunder to up to $800.0 million.

As of December 31, 2020, we had a $400.0 million secured revolving construction
credit facility with $154.1 million of borrowings outstanding. The secured
revolving construction credit facility matures in 2022 and is primarily used to
finance the development of research and innovation centers and other
construction projects.

As of December 31, 2020, we had a C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate ("CDOR") plus 0.90% that matures in 2025.

Senior Notes

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


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

As of December 31, 2020, we had outstanding $7.7 billion aggregate principal
amount of senior notes issued by Ventas Realty ($263.7 million of which was
co-issued by Ventas Realty's wholly owned subsidiary, Ventas Capital
Corporation), approximately $75.2 million aggregate principal amount of senior
notes issued by Nationwide Health Properties, Inc. ("NHP") and assumed by our
subsidiary, Nationwide Health Properties, LLC ("NHP LLC"), as successor to NHP,
in connection with our acquisition of NHP, and C$1.7 billion aggregate principal
amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited
("Ventas Canada"). All of the senior notes issued by Ventas Realty and Ventas
Canada are unconditionally guaranteed by Ventas, Inc.

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In February 2021, in order to reduce near-term maturities, we issued a make-whole redemption for the entirety of the $400 million outstanding aggregate principal amount of 3.10% senior notes due January 2023. The redemption is expected to settle in March 2021 and will be funded primarily with 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.

The indentures governing our outstanding senior notes require us to comply with
various financial and other restrictive covenants. We were in compliance with
all of these covenants at December 31, 2020.

Mortgages


At December 31, 2020 and 2019, our consolidated aggregate principal amount of
mortgage debt outstanding was $2.1 billion and $2.0 billion, respectively, of
which our share was $1.8 billion for both years.

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 Finance Limited's
senior notes.

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 2020, we declared four dividends totaling $2.1425 per share of our common
stock, including a fourth quarter dividend of $0.45 per share. 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.

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.

Capital Expenditures


The terms of our triple-net leases generally obligate our tenants to pay all
capital expenditures necessary to maintain and improve our triple-net leased
properties. However, from time to time, we may fund the capital expenditures for
our triple-net leased properties through loans or advances to the tenants, which
may increase the amount of rent payable with respect to the properties in
certain cases. We may also fund capital expenditures for which we may become
responsible upon expiration of our triple-net leases or in the event that our
tenants are unable or unwilling to meet their obligations under those leases. We
also expect to fund capital expenditures related to our 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.
                                       65
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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 December 31, 2020, we
had 13 properties under development pursuant to these agreements, including
three properties that are owned by unconsolidated real estate entities. 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.

Equity Offerings


From time to time, we may sell up to an aggregate of $1.0 billion of our common
stock under an "at-the-market" equity offering program ("ATM program"). As of
December 31, 2020, we have $755.5 million remaining under our existing ATM
program. During the years ended December 31, 2020 and 2019, we sold 1.5 million
and 2.7 million shares of our common stock under our ATM program for gross
proceeds of $44.88 and $66.75 per share, respectively. During the year ended
December 31, 2018, we sold no shares of common stock under our ATM program.

In June 2019, we sold 12.7 million shares of our common stock under a registered
public offering for gross proceeds of $62.75 per share. We used the majority of
the net proceeds to fund our LGM Acquisition. See "Note 4 - Acquisitions of Real
Estate Property" of the Notes to Consolidated Financial Statements included in
Part II, Item 8 of this Annual Report for additional information regarding the
LGM Acquisition.

Cash Flows

The following table sets forth our sources and uses of cash flows for the years ended December 31, 2020 and 2019:

                                                       For the Years Ended                       (Decrease) Increase
                                                          December 31,                                 to Cash
                                                    2020                 2019                   $                    %
                                                                           (Dollars in thousands)
Cash, cash equivalents and restricted cash at
beginning of year                              $   146,102          $   131,464          $     14,638                 11.1  %
Net cash provided by operating activities        1,450,176            1,437,783                12,393                  0.9
Net cash provided by (used in) investing
activities                                         154,295           (1,585,299)            1,739,594                      nm
Net cash (used in) provided by financing
activities                                      (1,300,021)             160,674            (1,460,695)                     nm
Effect of foreign currency translation               1,088                1,480                  (392)               (26.5)
Cash, cash equivalents and restricted cash at
end of year                                    $   451,640          $   146,102               305,538                      nm



nm-not meaningful

Cash Flows from Operating Activities


Cash flows from operating activities increased $12.4 million during the year
ended December 31, 2020 over the same period in 2019 primarily due to the
up-front consideration received in connection with the Brookdale transaction,
partially offset by lower NOI.

Cash Flows from Investing Activities


Cash flows from investing activities increased $1.7 billion during 2020 over
2019 primarily due to decreased acquisition and investment activity together
with increased proceeds from real estate dispositions.

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Cash Flows from Financing Activities


Cash flows from financing activities decreased $1.5 billion during 2020 over
2019 primarily due to lower issuances of common stock, decreased debt borrowings
during 2020, net of repayments, partially offset by lower dividends paid to
common stockholders during 2020.

Contractual Obligations


The following table summarizes the effect that minimum debt (which includes
principal and interest payments) and other material noncancelable commitments
are expected to have on our cash flow in future periods as of December 31, 2020:
                                                             Less than 1                                                            More than 5
                                          Total                year(3)             1 - 3 years(4)           3 - 5 years(5)            years(6)
                                                                                    (In thousands)
Long-term debt obligations (1) (2)   $ 15,107,176          $  1,002,409          $     3,475,813          $     3,794,808          $ 6,834,146
Operating obligations, including
ground lease obligations                  726,410                26,968                   43,352                   36,413              619,677
Total                                $ 15,833,586          $  1,029,377          $     3,519,165          $     3,831,221          $ 7,453,823



(1)Amounts represent contractual amounts due, including interest.
(2)Interest on variable rate debt based on rates as of December 31, 2020.
(3)Includes $39.4 million of borrowings outstanding on our unsecured revolving
credit facility and $235.7 million outstanding principal amount of our floating
rate senior notes, Series F due 2021.
(4)Includes $154.1 million of borrowings outstanding on our secured revolving
construction credit facility, $263.7 million outstanding principal amount of our
3.25% senior notes due 2022, $196.4 million outstanding principal amount of our
3.30% senior notes, Series C due 2022, $216.0 million outstanding principal
amount of our 2.55% senior notes, Series D due 2023, $200.0 million of
borrowings outstanding on our unsecured term loan due 2023, $400.0 million
outstanding principal amount of our 3.125% senior notes due 2023, and $400.0
million outstanding principal amount of our 3.10% senior notes due 2023.
(5)Includes $400.0 million outstanding principal amount of our 3.50% senior
notes due 2024, $400.0 million outstanding principal amount of our 3.75% senior
notes due 2024, $471.3 million outstanding principal amount of our 2.80% senior
notes, Series E due 2024, $196.4 million outstanding principal amount of our
4.125% senior notes, Series B due 2024, $392.8 million of borrowings outstanding
on our unsecured term loan due 2025, $450.0 million outstanding principal amount
of our 2.65% senior notes due 2025, and $600.0 million outstanding principal
amount of our 3.50% senior notes due 2025.
(6)Includes $4.8 billion aggregate principal amount outstanding of our senior
notes maturing between 2025 and 2049. $52.4 million aggregate principal amount
outstanding of our 6.90% senior notes due 2037 are subject to repurchase, at the
option of the holders, at par, on October 1, 2027, and $22.8 million aggregate
principal amount outstanding of our 6.59% senior notes due 2038 are subject to
repurchase, at the option of the holders, at par, on July 7 in each of 2023 and
2028.

As of December 31, 2020, we had $6.1 million of unrecognized tax benefits that
are excluded from the table above, as we are unable to make a reasonably
reliable estimate of the period of cash settlement, if any, with the respective
tax authority.

Off-Balance Sheet Arrangements


We own interests in certain unconsolidated entities as described in Note 7 -
Investments in Unconsolidated Entities. Except in limited circumstances, our
risk of loss is limited to our investment in the joint venture and any
outstanding loans receivable. In addition, we have certain properties which
serve as collateral for debt that is owed by a previous owner of certain of our
facilities, as described under Note 10 - Senior Notes Payable and Other Debt to
the Consolidated Financial Statements. Our risk of loss for these certain
properties is limited to the outstanding debt balance plus penalties, if any.
Further, we use financial derivative instruments to hedge interest rate and
foreign currency exchange rate exposure. Finally, at December 31, 2020, 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."

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Guarantor and Issuer Financial Information


Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay
principal and interest with respect to the outstanding senior notes issued by
our 100%-owned subsidiary, Ventas Realty, 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.

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

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

The following summarizes our guarantor and issuer balance sheet and statement of
income information as of December 31, 2020 and December 31, 2019 and for the
years ended December 31, 2020, 2019 and 2018.

                           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

Redeemable OP unitholder and noncontrolling interests 89,669

        -
Total equity (deficit)                                     5,929,161         (732,670)
Total liabilities and equity                              16,937,149        2,844,339



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                           Balance Sheet Information

                                                              As of December 31, 2019
                                                            Guarantor          Issuer
                                                                  (In thousands)
  Assets

  Investment in and advances to affiliates                $ 15,774,897      $ 2,728,110

  Total assets                                              15,875,910        2,838,270
  Liabilities and equity

  Intercompany loans                                         8,789,600       (5,105,070)

  Total liabilities                                          9,133,733        3,363,067

Redeemable OP unitholder and noncontrolling interests 102,657

-

  Total equity (deficit)                                     6,639,520      

(524,797)

  Total liabilities and equity                              15,875,910        2,838,270



                        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

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

440,210                  (215,406)

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

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



                        Statement of Income Information
                                                                    For the

Year Ended December 31, 2019

                                                                     Guarantor                  Issuer
                                                                               (In thousands)

Equity earnings in affiliates                                   $        362,143          $              -

Total revenues                                                           366,243                   142,754

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

432,020                  (246,929)

Net income (loss)                                                        433,016                  (246,841)

Net income (loss) attributable to common stockholders                    433,016                  (246,841)



                                                                    For the Year Ended December 31, 2018
                                                                     Guarantor                  Issuer
                                                                               (In thousands)

Equity earnings in affiliates                                   $        308,764          $              -

Total revenues                                                           335,613                   139,062

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

400,349                  (269,557)

Net income (loss)                                                        409,467                  (269,557)

Net income (loss) attributable to common stockholders                    409,467                  (269,557)




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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk The information set forth in Part II, Item 7 of this Annual Report under "Management's Discussion and Analysis of Financial Condition and Results of Operations-Asset/Liability Management" is incorporated by reference into this Item 7A.

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ITEM 8. Financial Statements and Supplementary Data

                                  Ventas, Inc.

Index to Consolidated Financial Statements and Financial Statement Schedules

  Management Report on Internal Control over Financial Reporting                            72
  Report of Independent Registered Public Accounting Firm                                   73

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

                                                                    75
Consolidated Balance Sheets as of December 31, 2020 and 2019                                76

Consolidated Statements of Income for the Years Ended December 31, 2020, 2019 and 2018

                                                                                    77

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018

                                                                     78

Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019 and 2018

                                                                                    79

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018

                80
  Notes to Consolidated Financial Statements                                                82
  Consolidated Financial Statement Schedule  s
  Schedule III - Real Estate and Accumulated Depreciation                                  121
  Schedule IV - Mortgage Loans on Real Estate                                              155


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

Management, with the participation of the Company's Chief Executive Officer and
Chief Financial Officer, conducted an assessment of the effectiveness of the
Company's internal control over financial reporting based on the criteria set
forth in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Based on this
assessment, management has concluded that our internal control over financial
reporting was effective at the reasonable assurance level as of December 31,
2020.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.






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            Report of Independent Registered Public Accounting Firm

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

Opinion on the Consolidated Financial Statements


We have audited the accompanying consolidated balance sheets of Ventas, Inc. and
subsidiaries (the Company) as of December 31, 2020 and 2019, the related
consolidated statements of income, comprehensive income, equity, and cash flows
for each of the years in the three-year period ended December 31, 2020, and the
related notes and financial statement schedules III and IV (collectively, the
consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2020 and 2019, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission, and our report
dated February 23, 2021 expressed an unqualified opinion on the effectiveness of
the Company's internal control over financial reporting.

Change in Accounting Principle


As discussed in Note 2 to the consolidated financial statements, the Company has
changed its method of accounting for leases as of January 1, 2019 due to the
adoption of Financial Accounting Standards Board's Accounting Standards
Codification (ASC) Topic 842, Leases.

Basis for Opinion


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

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

Critical Audit Matters


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

Probability of collection of substantially all triple-net rents


As discussed in Note 2 to the consolidated financial statements, the Company
assesses the probability of collecting substantially all triple-net rents on a
lease-by-lease basis. Whenever the results of that assessment, events, or
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changes in circumstances indicate that it is not probable the Company will collect substantially all triple-net rents under the lease, the Company records a charge to rental income.


We identified the evaluation of the probability of collection of substantially
all triple-net rents as a critical audit matter. Complex auditor judgment was
required to evaluate the various inputs and assumptions to the collectability
assessment, including the financial strength of the tenant and any guarantors,
and the operating performance of the leased property.

The following are the primary procedures we performed to address this critical
audit matter. We evaluated the design and tested the operating effectiveness of
certain internal controls over the Company's evaluation of the inputs and
assumptions used in the collectability assessment. To assess the Company's
assumptions about the financial strength of certain tenants and guarantors and
the operating performance of the related leased properties, we identified and
evaluated the relevance, reliability, and sufficiency of the tenant, guarantor
and property financial information; tenant guarantees; the existence of
outstanding accounts receivable; and the remaining term of the lease. We
compared the Company's historical determinations to actual collections to assess
the Company's ability to accurately estimate probability of collections.

Impairment of real estate investments in the triple-net leased and senior living operations segments


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

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

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

? evaluating the Company's significant assumptions by comparing the significant assumptions to publicly available market data, and


?  developing independent estimates of fair value for certain properties using
comparable market transactions and discounted cash flows developed using the
Company's historical results and publicly available market data.

/s/ KPMG LLP

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


Chicago, Illinois
February 23, 2021
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            Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control Over Financial Reporting


We have audited Ventas, Inc. and subsidiaries' (the Company) internal control
over financial reporting as of December 31, 2020, based on criteria established
in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2020, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), the consolidated balance
sheets of the Company as of December 31, 2020 and 2019, the related consolidated
statements of income, comprehensive income, equity, and cash flows for each of
the years in the three-year period ended December 31, 2020, and the related
notes and financial statement schedules III and IV (collectively, the
consolidated financial statements), and our report dated February 23, 2021
expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion


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

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

Definition and Limitations of Internal Control Over Financial Reporting


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

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

/s/ KPMG LLP

Chicago, Illinois February 23, 2021

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                                  VENTAS, INC.
                          CONSOLIDATED BALANCE SHEETS
                                                                                   As of December 31,
                                                                               2020                  2019
                                                                               (In thousands, except per
                                                                                     share amounts)
Assets
Real estate investments:
Land and improvements                                                    $   2,261,415          $  2,285,648
Buildings and improvements                                                  24,323,279            24,386,051
Construction in progress                                                       265,748               461,815
Acquired lease intangibles                                                   1,230,886             1,308,077
Operating lease assets                                                         346,372               385,225
                                                                            28,427,700            28,826,816
Accumulated depreciation and amortization                                   (7,877,665)           (7,092,243)
Net real estate property                                                    20,550,035            21,734,573
Secured loans receivable and investments, net                                  605,567               704,612
Investments in unconsolidated real estate entities                             443,688                45,022
Net real estate investments                                                 21,599,290            22,484,207
Cash and cash equivalents                                                      413,327               106,363
Escrow deposits and restricted cash                                             38,313                39,739
Goodwill                                                                     1,051,650             1,051,161
Assets held for sale                                                             9,608                85,527
Deferred income tax assets, net                                                  9,987                47,495
Other assets                                                                   807,229               877,716
Total assets                                                             $  23,929,404          $ 24,692,208
Liabilities and equity
Liabilities:
Senior notes payable and other debt                                      $  11,895,412          $ 12,158,773
Accrued interest                                                               111,444               111,115
Operating lease liabilities                                                    209,917               251,196
Accounts payable and other liabilities                                       1,133,066             1,145,939
Liabilities related to assets held for sale                                      3,246                 5,224
Deferred income tax liabilities                                                 62,638               200,831
Total liabilities                                                           13,415,723            13,873,078
Redeemable OP unitholder and noncontrolling interests                          235,490               273,678
Commitments and contingencies
Equity:
Ventas stockholders' equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued                 -                     -

Common stock, $0.25 par value; 600,000 shares authorized, 374,609 and 372,811 shares issued at December 31, 2020 and 2019, respectively

               93,635                93,185
Capital in excess of par value                                              14,171,262            14,056,453
Accumulated other comprehensive loss                                           (54,354)              (34,564)
Retained earnings (deficit)                                                 (4,030,376)           (3,669,050)

Treasury stock, 0 and 2 shares at December 31, 2020 and 2019, respectively

                                                                         -                  (132)
Total Ventas stockholders' equity                                           10,180,167            10,445,892
Noncontrolling interests                                                        98,024                99,560
Total equity                                                                10,278,191            10,545,452
Total liabilities and equity                                             $  23,929,404          $ 24,692,208



                             See accompanying notes.
                                       76
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                                  VENTAS, INC.
                       CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31,

                                                                    2020                   2019                2018
                                                                           

(In thousands, except per share

                                                                                      amounts)
Revenues
Rental income:
Triple-net leased                                            $    695,265              $  780,898          $  737,796
Office                                                            799,627                 828,978             776,011
                                                                1,494,892               1,609,876           1,513,807
Resident fees and services                                      2,197,160               2,151,533           2,069,477
Office building and other services revenue                         15,191                  11,156              13,416
Income from loans and investments                                  80,505                  89,201             124,218
Interest and other income                                           7,609                  10,984              24,892
Total revenues                                                  3,795,357               3,872,750           3,745,810
Expenses
Interest                                                          469,541                 451,662             442,497
Depreciation and amortization                                   1,109,763               1,045,620             919,639
Property-level operating expenses:
Senior living                                                   1,658,671               1,521,398           1,446,201
Office                                                            256,612                 260,249             243,679
Triple-net leased                                                  22,160                  26,561                   -
                                                                1,937,443               1,808,208           1,689,880
Office building services costs                                      2,315                   2,319               1,418
General, administrative and professional fees                     130,158                 158,726             145,978
Loss on extinguishment of debt, net                                10,791                  41,900              58,254
Merger-related expenses and deal costs                             29,812                  15,235              30,547
Allowance on loans receivable and investments                      24,238                       -                   -
Other                                                                 707                 (10,339)             72,772
Total expenses                                                  3,714,768               3,513,331           3,360,985

Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests

                                           80,589                 359,419             384,825
Income (loss) from unconsolidated entities                          1,844                  (2,454)            (55,034)
Gain on real estate dispositions                                  262,218                  26,022              46,247
Income tax benefit                                                 96,534                  56,310              39,953
Income from continuing operations                                 441,185                 439,297             415,991
Discontinued operations                                                 -                       -                 (10)
Net income                                                        441,185                 439,297             415,981
Net income attributable to noncontrolling interests                 2,036                   6,281               6,514
Net income attributable to common stockholders               $    439,149              $  433,016          $  409,467
Earnings per common share
Basic:
Income from continuing operations                            $       1.18              $     1.20          $     1.17
Net income attributable to common stockholders                       1.18                    1.18                1.15

Diluted:

Income from continuing operations                            $       1.17              $     1.19          $     1.16
Net income attributable to common stockholders                       1.17                    1.17                1.14



                             See accompanying notes.
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                                  VENTAS, INC.
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31,

                                                                      2020                   2019               2018
                                                                                    (In thousands)
Net income                                                     $    441,185              $ 439,297          $ 415,981
Other comprehensive (loss) income:
Foreign currency translation                                          3,254                  5,729             (9,436)
Unrealized (loss) gain on available for sale securities              (3,549)                11,634             14,944
Derivative instruments                                              (17,918)               (30,814)            10,030
Total other comprehensive (loss) income                             (18,213)               (13,451)            15,538
Comprehensive income                                                422,972                425,846            431,519

Comprehensive income attributable to noncontrolling interests 3,613

                  7,649              6,514

Comprehensive income attributable to common stockholders $ 419,359

             $ 418,197          $ 425,005



                            See accompanying notes.
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                                  VENTAS, INC.
                       CONSOLIDATED STATEMENTS OF EQUITY
              For the Years Ended December 31, 2020, 2019 and 2018
                                                 Common            Capital in                                       Retained                                Total Ventas
                                               Stock Par            Excess of           Accumulated Other           Earnings             Treasury          Stockholders'          Non- controlling
                                                 Value              Par Value          Comprehensive Loss           (Deficit)             Stock                Equity                 Interests             Total Equity
                                                                                                                (In thousands, except per share amounts)
Balance at January 1, 2018                    $  89,029          $ 13,053,057          $        (35,120)         $ (2,240,698)         $     (42)         $  10,866,226          $         65,959          $ 10,932,185
Net income                                            -                     -                         -               409,467                  -                409,467                     6,514               415,981
Other comprehensive income                            -                     -                    15,538                     -                  -                 15,538                         -                15,538
Net change in noncontrolling interests                -                (7,470)                        -                     -                  -                 (7,470)                  (16,736)              (24,206)
Dividends to common stockholders-$3.1625 per
share                                                 -                     -                         -            (1,129,626)                 -             (1,129,626)                        -            (1,129,626)

Issuance of common stock for stock plans,
restricted stock grants and other                    93                34,647                         -                     -               (210)                34,530                         -                34,530

Adjust redeemable OP unitholder interests to
current fair value                                    -                (3,323)                        -                     -                  -                 (3,323)                        -                (3,323)
Redemption of OP Units                                3                  (383)                        -                     -                252                   (128)                        -                  (128)

Cumulative effect of change in accounting
principles                                            -                     -                         -                30,643                  -                 30,643                         -                30,643
Balance at December 31, 2018                     89,125            13,076,528                   (19,582)           (2,930,214)                 -             10,215,857                    55,737            10,271,594
Net income                                            -                     -                         -               433,016                  -                433,016                     6,281               439,297
Other comprehensive (loss) income                     -                     -                   (14,819)                    -                  -                (14,819)                    1,368               (13,451)
Net change in noncontrolling interests                -               (12,332)                        -                     -                  -                (12,332)                   36,174                23,842
Dividends to common stockholders-$3.17 per
share                                                 -                     -                         -            (1,172,653)                 -             (1,172,653)                        -            (1,172,653)
Issuance of common stock                          3,829               938,509                         -                     -                  -                942,338                         -               942,338
Issuance of common stock for stock plans,
restricted stock grants and other                   230                61,875                         -                     -               (132)                61,973                         -                61,973
Adjust redeemable OP unitholder interests to
current fair value                                    -                (7,388)                        -                     -                  -                 (7,388)                        -                (7,388)
Redemption of OP Units                                1                  (739)                        -                     -                  -                   (738)                        -                  (738)

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

Adjust redeemable OP unitholder interests to
current fair value                                    -                18,638                         -                     -                  -                 18,638                         -                18,638
Redemption of OP Units                                -                  (264)                        -                     -                  -                   (264)                        -                  (264)

Balance at December 31, 2020                  $  93,635          $ 14,171,262          $        (54,354)         $ (4,030,376)         $       -          $  10,180,167          $         98,024          $ 10,278,191



                             See accompanying notes.
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                                  VENTAS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

                                                                      2020                    2019                 2018
                                                                                      (In thousands)
Cash flows from operating activities:
Net income                                                    $     441,185              $   439,297          $   415,981

Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization

                                     1,109,763                1,045,620              919,639

Amortization of deferred revenue and lease intangibles, net (40,856)

                  (7,967)             (30,660)
Other non-cash amortization                                          20,719                   22,985               18,886
Allowance on loans receivable and investments                        24,238                        -                    -
Stock-based compensation                                             21,487                   33,923               29,963
Straight-lining of rental income                                    103,082                  (30,073)              13,396
Loss on extinguishment of debt, net                                  10,791                   41,900               58,254
Gain on real estate dispositions                                   (262,218)                 (26,022)             (46,247)
Gain on real estate loan investments                                   (167)                       -              (13,202)

Income tax benefit                                                 (101,985)                 (58,918)             (43,026)
(Income) loss from unconsolidated entities                           (1,832)                   2,464               55,034

Distributions from unconsolidated entities                            4,920                    1,600                2,934
Real estate impairments related to natural disasters                      -                        -               52,510
Other                                                                  (779)                  13,264                3,720
Changes in operating assets and liabilities:
Increase in other assets                                            (68,233)                 (76,693)             (23,198)
Increase in accrued interest                                            276                    9,737                4,992

Increase (decrease) in accounts payable and other liabilities 189,785

                   26,666              (37,509)
Net cash provided by operating activities                         1,450,176                1,437,783            1,381,467
Cash flows from investing activities:
Net investment in real estate property                              (78,648)                (958,125)            (265,907)
Investment in loans receivable                                     (115,163)              (1,258,187)            (229,534)
Proceeds from real estate disposals                               1,044,357                  147,855              353,792
Proceeds from loans receivable                                      119,011                1,017,309              911,540

Development project expenditures                                   (380,413)                (403,923)            (330,876)
Capital expenditures                                               (148,234)                (156,724)            (131,858)
Distributions from unconsolidated entities                                -                      172               57,455
Investment in unconsolidated entities                              (286,822)                  (3,855)             (47,007)
Insurance proceeds for property damage claims                           207                   30,179                6,891
Net cash provided by (used in) investing activities                 154,295               (1,585,299)             324,496

Cash flows from financing activities: Net change in borrowings under revolving credit facilities (88,868)

                (569,891)             321,463
Net change in borrowings under commercial paper program            (565,524)                 565,524                    -
Proceeds from debt                                                  733,298                3,013,191            2,549,473
Repayment of debt                                                  (479,539)              (2,623,916)          (3,465,579)
Purchase of noncontrolling interests                                 (8,239)                       -               (4,724)
Payment of deferred financing costs                                  (8,379)                 (21,403)             (20,612)
Issuance of common stock, net                                        55,362                  942,085                    -
Cash distribution to common stockholders                           (928,809)              (1,157,720)          (1,127,143)
Cash distribution to redeemable OP unitholders                       (7,283)                  (9,218)              (7,459)
Cash issued for redemption of OP Units                                 (575)                  (2,203)              (1,370)
Contributions from noncontrolling interests                           1,314                    6,282                1,883
Distributions to noncontrolling interests                           (12,946)                  (9,717)             (11,574)
Proceeds from stock option exercises                                 15,103                   36,179                8,762
Other                                                                (4,936)                  (8,519)              (5,057)
Net cash (used in) provided by financing activities              (1,300,021)                 160,674           (1,761,937)

Net increase (decrease) in cash, cash equivalents and restricted cash

                                                     304,450                   13,158              (55,974)
Effect of foreign currency translation                                1,088                    1,480                 (815)

Cash, cash equivalents and restricted cash at beginning of year

                                                                146,102                  131,464              188,253

Cash, cash equivalents and restricted cash at end of year $ 451,640

              $   146,102          $   131,464


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                                  VENTAS, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                                                     For 

the Years Ended December 31,

                                                               2020                  2019                2018
                                                                              (In thousands)
Supplemental disclosure of cash flow information:
Interest paid including payments and receipts for
derivative instruments                                   $   429,636            $   410,854          $ 406,907
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from
acquisitions and other:
Real estate investments                                  $   170,484            $ 1,057,138          $  94,280
Other assets                                                   1,224                 11,140              5,398
Debt                                                          55,368                907,746             30,508
Other liabilities                                              2,707                 47,121             18,086
Deferred income tax liability                                    337                     95                922
Noncontrolling interests                                      20,259                113,316              2,591
Equity issued                                                      -                      -             30,487
Equity issued for redemption of OP Units                           -                    127                907



                            See accompanying notes.
                                       81
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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-DESCRIPTION OF BUSINESS


Ventas, Inc. (together with its subsidiaries, unless otherwise indicated or
except where the context otherwise requires, "we," "us" or "our"), an S&P 500
company, is a real estate investment trust ("REIT") operating at the
intersection of healthcare and real estate, with a highly diversified portfolio
of senior housing; life science, research and innovation; and healthcare
properties; which we generally refer to as "healthcare real estate," located
throughout the United States, Canada and the United Kingdom. As of December 31,
2020, we owned or managed through unconsolidated real estate entities
approximately 1,200 properties and 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. Our company was originally founded in 1983 and is headquartered in
Chicago, Illinois with an additional office in Louisville, Kentucky.

We primarily invest in a diversified portfolio of healthcare real estate asset
through wholly owned subsidiaries and other co-investment entities. We operate
through three reportable business segments: triple-net leased properties, senior
living operations, which we also refer to as SHOP, and office operations. See
"Note 2 - Accounting Policies" and "Note 19 - Segment Information." Our senior
housing properties are either operated under triple-net leases in our triple-net
leased properties segment or through independent third-party managers in our
senior living operations segment.

As of December 31, 2020, we leased a total of 366 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 (excluding eight
properties managed by Brookdale Senior Living pursuant to long-term management
agreements), 12 properties and 32 properties, respectively, as of December 31,
2020.

As of December 31, 2020, pursuant to long-term management agreements, we engaged
independent managers, such as Atria Senior Living, Inc. ("Atria") and Sunrise
Senior Living, LLC (together with its subsidiaries, "Sunrise"), to manage the
441 senior housing communities in our senior living operations segment for us.

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

COVID-19 Update

During fiscal 2020 and continuing into fiscal 2021, the COVID-19 pandemic has negatively affected our businesses in a number of ways and is expected to continue to do so.


Operating Results. Our senior living operations segment was significantly
impacted by the COVID-19 pandemic. Occupancy decreased over the course of 2020,
while operating expenses increased as our senior living communities responded to
the pandemic, resulting in a significant decline in NOI compared to 2019. Our
NNN senior housing tenants' performance was similarly affected by COVID-19.
During the course of 2020, we modified certain NNN senior housing leases to
reset rent and provided other modest financial accommodations to certain NNN
senior housing tenants who needed it as a result of COVID-19. We also wrote-off
previously accrued straight-line rental income related to NNN senior housing
tenants due to COVID-19.

However, we benefited from our ongoing strategy of diversification, with our
office and NNN healthcare businesses demonstrating resilience in the face of the
pandemic. The Company's NNN healthcare tenants benefited from significant
government financial support that was deployed early and has partially offset
the direct financial impact of the pandemic. Our office operations segment,
which primarily serves MOB and research and innovation tenants that were less
impacted by the pandemic, delivered steady performance throughout the year.

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

During the fourth quarter of 2020, we received $34.3 million and $0.8 million in
grants in connection with our Phase 2 and Phase 3 applications, respectively,
and recognized these grants within property-level operating expenses in our
Consolidated Statements of Income. Subsequent to December 31, 2020, we received
$13.6 million in grants in connection with our Phase 3 applications, which we
expect to recognize in 2021. While we have received all amounts under our Phase
2 applications and have begun to receive amounts under our Phase 3 applications,
there can be no assurance that our remaining applications will be approved or
that additional funds will ultimately be received. Any grants that are
ultimately received and retained by us are not expected to fully offset the
losses incurred in our senior living operating portfolio that are attributable
to COVID-19. Further, although we continue to monitor and evaluate the terms and
conditions associated with the Provider Relief Fund distributions, we cannot
assure you that we will be in compliance with all requirements related to the
payments received under the Provider Relief Fund.

Capital Conservation Actions. In response to the COVID-19 pandemic, we took
precautionary steps to increase liquidity and preserve financial flexibility in
light of the resulting uncertainty. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital Resources;
Recent Capital Conservation Actions." As of February 16, 2021, we had
approximately $3.0 billion in liquidity, including availability under our
revolving credit facility and cash and cash equivalents on hand, with no
borrowings outstanding under our commercial paper program and negligible
near-term debt maturing.

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

We have not identified the COVID-19 pandemic, on its own, as a "triggering
event" for purposes of evaluating impairment of real estate assets, goodwill and
other intangibles, investments in unconsolidated entities and financial
instruments. However, as of December 31, 2020, we considered the effect of the
pandemic on certain of our assets (described below) and our ability to recover
the respective carrying values of these assets. We applied our considerations to
existing critical accounting policies that require us to make estimates and
assumptions regarding future events that affect the reported amounts of assets
and liabilities. We based our estimates on our experience and on assumptions we
believe to be reasonable under the circumstances. As a result, we have
recognized the following charges for the year ended December 31, 2020:

•Adjustment to rental income: As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized adjustments to rental income of $74.6 million for the year ended December 31, 2020. Rental payments from these tenants will be recognized in rental income when received.


•Impairment of real estate assets: During 2020, we compared our estimate of
undiscounted cash flows, including a hypothetical terminal value, for certain
real estate assets to the assets' respective carrying values. During 2020 we
recognized $126.5 million of impairments representing the difference between the
assets' carrying value and the then-estimated fair value of $239.9 million. The
impaired assets, primarily senior housing communities, represent approximately
1% of our consolidated net real estate property as of December 31, 2020.
Impairments are recorded within depreciation and amortization in our
Consolidated Statements of Income and are primarily related to our senior living
operations reportable business segment.

•Loss on financial instruments and impairment of unconsolidated entities: As of
December 31, 2020, we concluded that credit losses exist within certain of our
non-mortgage loans receivable and government-sponsored pooled loan investments.
As a result, we recognized credit loss charges of $34.7 million for the year
ended December 31, 2020 within allowance on loans receivable and investments in
our Consolidated Statements of Income. During the fourth
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quarter of 2020, we received $10.5 million as a principal payment on previously
reserved loans. No allowances are recorded within our portfolios of secured
mortgage loans or marketable debt securities. In addition, during 2020 we
recognized an impairment of $10.7 million in an equity investment in an
unconsolidated entity also recorded within allowance on loans receivable and
investments in our Consolidated Statements of Income.

•Deferred tax asset valuation allowance: During 2020, we concluded that it was
not more likely than not that deferred tax assets (primarily US federal NOL
carryforwards which begin to expire in 2032) would be realized based on our
cumulative loss in recent years for certain of our taxable REIT subsidiaries. As
a result, we recorded a valuation allowance of $56.4 million against these
deferred tax assets on our Consolidated Balance Sheets with a corresponding
charge to income tax benefit (expense) in our Consolidated Statements of Income.
We maintained our conclusions regarding the realizability of deferred tax assets
as of December 31, 2020.


NOTE 2-ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the
accounts of our wholly owned subsidiaries and the joint venture entities over
which we exercise control. All intercompany transactions and balances have been
eliminated in consolidation, and our net earnings are reduced by the portion of
net earnings attributable to noncontrolling interests.

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

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

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

We consolidate several VIEs that share the following common characteristics:


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

We have separately identified certain special purpose entities that were established to allow investments in research and innovation projects by tax credit investors ("TCIs"). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and we are the primary beneficiary of the VIEs, and therefore we consolidate these special

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

purpose entities. Our primary beneficiary determination is based upon several
factors, including but not limited to the rights we have in directing the
activities which most significantly impact the VIEs' economic performance as
well as certain guarantees which protect the TCIs from losses should a tax
credit recapture event occur.

In general, the assets of the consolidated VIEs are available only for the
settlement of the obligations of the respective entities. Unless otherwise
required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs
are non-recourse to us. The table below summarizes the total assets and
liabilities of our consolidated VIEs as reported on our Consolidated Balance
Sheets:
                                                                December 31, 2020                            December 31, 2019
                                                                                  Total                                        Total
                                                        Total Assets           Liabilities           Total Assets           Liabilities
                                                                                        (In thousands)
NHP/PMB L.P.                                          $     649,128          $    238,168          $     666,404          $    244,934
Other identified VIEs                                     4,095,102             1,653,036              4,075,821             1,459,830
Tax credit VIEs                                             614,490               204,746                845,229               333,809


Investments in Unconsolidated Entities


We report investments in unconsolidated entities over whose operating and
financial policies we have the ability to exercise significant influence under
the equity method of accounting. Under this method of accounting, our share of
the investee's earnings or losses is included in our Consolidated Statements of
Income.

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

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

Redeemable OP Unitholder and Noncontrolling Interests


We own a majority interest in NHP/PMB L.P. ("NHP/PMB"), a limited partnership
formed in 2008 to acquire properties from entities affiliated with Pacific
Medical Buildings LLC ("PMB"). Given our wholly owned subsidiary is the general
partner and the primary beneficiary of NHP/PMB, we consolidate it as a VIE. As
of December 31, 2020, third-party investors owned 3.3 million Class A limited
partnership units in NHP/PMB ("OP Units"), which represented 31% of the total
units then outstanding, and we owned 7.3 million Class B limited partnership
units in NHP/PMB, representing the remaining 69%. At any time following the
first anniversary of the date of their issuance, the OP Units may be redeemed at
the election of the holder for cash or, at our option, 0.9051 shares of our
common stock per OP Unit, subject to further adjustment in certain
circumstances. We are party by assumption to a registration rights agreement
with the holders of the OP Units that requires us, subject to the terms and
conditions and certain exceptions set forth therein, to file and maintain a
registration statement relating to the issuance of shares of our common stock
upon redemption of OP Units.

As redemption rights are outside of our control, the redeemable OP Units are
classified outside of permanent equity on our Consolidated Balance Sheets. We
reflect the redeemable OP Units at the greater of cost or redemption value. As
of December 31, 2020 and 2019, the fair value of the redeemable OP Units was
$146.0 million and $171.2 million, respectively.
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We recognize changes in fair value through capital in excess of par value, net
of cash distributions paid and purchases by us of any OP Units. Our diluted
earnings per share includes the effect of any potential shares outstanding from
redemption of the OP Units.

Certain noncontrolling interests of other consolidated joint ventures were also
classified as redeemable at December 31, 2020 and 2019. Accordingly, we record
the carrying amount of these noncontrolling interests at the greater of their
initial carrying amount (increased or decreased for the noncontrolling
interests' share of net income or loss and distributions) or the redemption
value. Our joint venture partners have certain redemption rights with respect to
their noncontrolling interests in these joint ventures that are outside of our
control, and the redeemable noncontrolling interests are classified outside of
permanent equity on our Consolidated Balance Sheets. We recognize changes in the
carrying value of redeemable noncontrolling interests through capital in excess
of par value.

Noncontrolling Interests

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

Accounting for Historic and New Markets Tax Credits


For certain of our research and innovation centers, we are party to certain
contractual arrangements with TCIs that were established to enable the TCIs to
receive benefits of historic tax credits ("HTCs"), new markets tax credits
("NMTCs"), or both. As of December 31, 2020, we owned eight properties that had
syndicated HTCs or NMTCs, or both, to TCIs.

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

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

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

Accounting Estimates


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

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounting for Real Estate Acquisitions


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

We estimate the fair value of buildings acquired on an as-if-vacant basis or
replacement cost basis and depreciate the building value over the estimated
remaining life of the building, generally not to exceed 35 years. We determine
the fair value of other fixed assets, such as site improvements and furniture,
fixtures and equipment, based upon the replacement cost and depreciate such
value over the assets' estimated remaining useful lives as determined at the
applicable acquisition date. We determine the value of land either by
considering the sales prices of similar properties in recent transactions or
based on internal analyses of recently acquired and existing comparable
properties within our portfolio. We generally determine the value of
construction in progress based upon the replacement cost. However, for certain
acquired properties that are part of a ground-up development, we determine fair
value by using the same valuation approach as for all other properties and
deducting the estimated cost to complete the development. During the remaining
construction period, we capitalize project costs until the development has
reached substantial completion. Construction in progress, including capitalized
interest, is not depreciated until the development has reached substantial
completion.

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

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

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

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

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


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

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Impairment of Long-Lived and Intangible Assets


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

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

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

We test goodwill for impairment at least annually, and more frequently if
indicators arise. We first assess qualitative factors, such as current
macroeconomic conditions, state of the equity and capital markets and our
overall financial and operating performance, to determine the likelihood that
the fair value of a reporting unit is less than its carrying amount. If we
determine it is more likely than not that the fair value of a reporting unit is
less than its carrying amount, we proceed with estimating the fair value of the
reporting unit. On January 1, 2020, we adopted ASU 2017-04, Simplifying the Test
for Goodwill Impairment, which removes the traditional "Step 2" of the goodwill
impairment test that required a hypothetical purchase price allocation. A
goodwill impairment, if any, will be recognized in the period it is determined
and is now measured as the amount by which a reporting unit's carrying value
exceeds its fair value.

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

Assets Held for Sale and Discontinued Operations


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

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

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


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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Loans Receivable


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

On January 1, we adopted ASU 2016-13, Measurement of Credit Losses on Financial
Instruments ("ASU 2016-13"). The amendments in ASU 2016-13 require us to
evaluate a current estimate of all expected credit losses over the life of a
financial instrument, which may result in earlier recognition of credit losses
on loans and other financial instruments. Under prior guidance, we generally
only considered past events and current conditions in measuring an incurred
loss. We will establish a reserve for any estimated credit losses using this
model with a corresponding charge to net income. We adopted ASU 2016-13 using
the modified retrospective method and we established no reserve upon adoption.
Our evaluation of credit losses of loans receivable is based on factors such
as corporate and facility-level financial and operational reports, compliance
with financial covenants set forth in the applicable loan agreement, the
financial strength of the borrower and any guarantor, the payment history of the
borrower, current economic conditions and reasonable and supportable forecasts.

Cash Equivalents


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

Escrow Deposits and Restricted Cash


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

Deferred Financing Costs


We amortize deferred financing costs, which are reported within senior notes
payable and other debt on our Consolidated Balance Sheets, as a component of
interest expense over the terms of the related borrowings using a method that
approximates a level yield. Amortized costs of approximately $23.0 million,
$20.2 million and $18.1 million were included in interest expense for the years
ended December 31, 2020, 2019 and 2018, respectively.

Available for Sale Securities


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

Derivative Instruments


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

We do not use our derivative financial instruments, including interest rate
caps, interest rate swaps and foreign currency forward contracts, for trading or
speculative purposes. Our foreign currency forward contracts and certain of our
interest rate swaps (including the interest rate swap contracts of consolidated
and unconsolidated joint ventures) are designated as effectively hedging the
variability of expected cash flows related to their underlying securities and,
therefore, also are
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

recorded on our Consolidated Balance Sheets at fair value, with changes in the
fair value of these instruments recognized in accumulated other comprehensive
income on our Consolidated Balance Sheets. We recognize any noncontrolling
interests' proportionate share of the changes in fair value of swap contracts of
our consolidated joint ventures in noncontrolling interests on our Consolidated
Balance Sheets. We recognize our proportionate share of the change in fair value
of swap contracts of our unconsolidated joint ventures in accumulated other
comprehensive income on our Consolidated Balance Sheets. Certain of our other
interest rate swaps and rate caps were not designated as having a hedging
relationship with the underlying securities and therefore do not meet the
criteria for hedge accounting under GAAP. Accordingly, these interest rate swaps
are recorded on our Consolidated Balance Sheets at fair value, and we recognize
changes in the fair value of these instruments in current earnings (in other
expenses) in our Consolidated Statements of Income.

Fair Values of Financial Instruments


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

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

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


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

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

•Loans receivable - We estimate the fair value of loans receivable using level
two and level three inputs. We discount future cash flows using current interest
rates at which similar loans with the same terms and length to maturity would be
made to borrowers with similar credit ratings.

•Available for sale securities - We estimate the fair value of marketable debt
securities using level two inputs. We observe quoted prices for similar assets
or liabilities in active markets that we have the ability to access. We estimate
the fair value of certain government-sponsored pooled loan investments using
level three inputs. We consider credit spreads, underlying asset performance and
credit quality, and default rates.

•Derivative instruments - With the assistance of a third party, we estimate the
fair value of derivative instruments, including interest rate caps, interest
rate swaps, and foreign currency forward contracts, using level two inputs.

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

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

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

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

Revenue Recognition

Triple-Net Leased Properties and Office Operations


Certain of our triple-net leases and most of our MOB and research and innovation
centers (collectively, "office operations") leases provide for periodic and
determinable increases in base rent. We recognize base rental revenues under
these leases on a straight-line basis over the applicable lease term when
collectability of substantially all rents is probable. Recognizing rental income
on a straight-line basis generally results in recognized revenues during the
first half of a lease term exceeding the cash amounts contractually due from our
tenants, creating a straight-line rent receivable that is included in other
assets on our Consolidated Balance Sheets. At December 31, 2020 and 2019, this
cumulative excess totaled $169.7 million and $278.8 million, respectively
(excluding properties classified as held for sale).

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


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

Senior Living Operations


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

Other


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

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

present value of future minimum lease payments. As our leases do not provide an
implicit rate, we use a discount rate that approximates our incremental
borrowing rate available at lease commencement to determine the present value.
Our lease expense primarily consists of ground and corporate office leases.
Ground lease expense is included in interest expense and corporate office lease
expense is included in general, administrative and professional fees in the
Company's Consolidated Statements of Income.

Stock-Based Compensation


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

Gain on Sale of Assets

On January 1, 2018, we adopted the provisions of Accounting Standards
Codification ("ASC") 610-20, Gains and Losses from the Derecognition of
Nonfinancial Assets ("ASC 610-20"). In accordance with ASC 610-20, we recognize
any gains when we transfer control of a property and when it is probable that we
will collect substantially all of the related consideration. We adopted ASC
610-20 using the modified retrospective method and recognized a cumulative
effect adjustment to retained earnings of $31.2 million relating to deferred
gains on sales of real estate assets in 2015.

Federal Income Tax


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

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

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

Foreign Currency


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

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Segment Reporting


As of December 31, 2020, 2019 and 2018, we operated through three reportable
business segments: triple-net leased properties, senior living operations and
office operations. Under 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 research and innovation centers throughout
the United States. See "Note 19 - Segment Information."

Recently Issued or Adopted Accounting Standards


We adopted ASC Topic 842, Leases ("ASC 842") on January 1, 2019, which
introduced a lessee model that brings most leases on the balance sheet and,
among other changes, eliminates the requirement in current GAAP for an entity to
use bright-line tests in determining lease classification. Upon adoption, we
recognized both right of use assets and lease liabilities for leases in which we
lease land, real property or other equipment. We now also report revenues and
expenses within our triple-net leased properties reportable business segment for
real estate taxes and insurance that are escrowed and obligations of the tenants
in accordance with their respective leases with us. Also, we now expense certain
leasing costs, other than leasing commissions, as they are incurred. Prior to
the adoption of ASC 842, GAAP provided for the deferral and amortization of such
costs over the applicable lease term.

We used January 1, 2019 as the date of initial application. Therefore, financial
information and disclosures under ASC 842 are not provided for periods prior to
January 1, 2019. Upon adoption, we recognized a cumulative effect adjustment to
retained earnings of $0.6 million primarily relating to certain costs associated
with unexecuted leases that were deferred as of December 31, 2018.

Reclassifications


Certain prior year amounts have been reclassified to conform to the current year
presentation. In 2020 and for all periods presented, certain tax and insurance
related expenses have been reclassified from general, administrative and
professional fees to other expense in our Consolidated Statements of Income.

NOTE 3-CONCENTRATION OF CREDIT RISK


As of December 31, 2020, Atria, Sunrise, Brookdale Senior Living, Ardent and
Kindred managed or operated approximately 20.8%, 10.4%, 8.2%, 4.9% and 1.1%,
respectively, of our consolidated real estate investments based on gross book
value (excluding properties classified as held for sale as of December 31,
2020). Because Atria and Sunrise manage our properties in exchange for the
receipt of a management fee from us, we are not directly exposed to the credit
risk of our managers in the same manner or to the same extent as our triple-net
tenants.

Based on gross book value, approximately 15.6% and 47.9% of our consolidated
real estate investments were senior housing communities included in the
triple-net leased properties and senior living operations reportable business
segments, respectively (excluding properties classified as held for sale as of
December 31, 2020). MOBs, research and innovation centers, IRFs and LTACs,
health systems, skilled nursing facilities ("SNFs") and secured loans receivable
and investments collectively comprised the remaining 36.5%. Our consolidated
properties were located in 45 states, the District of Columbia, seven Canadian
provinces and the United Kingdom as of December 31, 2020, with properties in one
state (California) accounting for more than 10% of our total continuing revenues
and net operating income ("NOI," which is defined as total revenues, excluding
interest and other income, less property-level operating expenses and office
building services costs) for each of the years ended December 31, 2020, 2019 and
2018.

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Triple-Net Leased Properties

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

                                               For the Years Ended December 31,
                                                  2020                   2019       2018
       Revenues(1):
       Brookdale Senior Living(2)                             4.4  %    
4.7  %     4.3  %
       Ardent                                                 3.2        3.1        3.1
       Kindred                                                3.5        3.3        3.5
       NOI:
       Brookdale Senior Living(2)                             9.0  %    
8.7  %     7.6  %
       Ardent                                                 6.6        5.8        5.7
       Kindred                                                7.1        6.3        6.4



(1)Total revenues include office building and other services revenue, income
from loans and investments and interest and other income.
(2)2020 results include $21.3 million of amortization of up-front consideration
received in 2020 from the Brookdale Lease. 2018 results include the impact of a
net non-cash charge of $21.3 million related to April 2018 lease extensions.

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a
triple-net lease that obligates the tenant to pay all property-related expenses,
including maintenance, utilities, repairs, taxes, insurance and capital
expenditures, and to comply with the terms of the mortgage financing documents,
if any, affecting the properties. In addition, each of our Brookdale Senior
Living, Ardent and Kindred leases has a corporate guaranty.

The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted
for a significant portion of our triple-net leased properties segment revenues
and NOI for the years ended December 31, 2020, 2019 and 2018. Refer to Item 1A.
Risk Factors.

Brookdale Transactions

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

We received up-front consideration approximating $235 million, which will be
amortized over the remaining lease term and consisted of: (a) $162 million in
cash including $47 million from the transfer to Ventas of deposits under the
Brookdale Lease; (b) a $45 million cash pay note (the "Note"), which has an
initial interest rate of 9.0%, increasing 50 basis points per annum, and matures
on December 31, 2025; (c) $28 million in warrants exercisable for 16.3 million
shares of Brookdale Senior Living common stock, which are exercisable at any
time prior to December 31, 2025 and have an exercise price of $3.00 per share.

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

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

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


In April 2018, we entered into various agreements with Brookdale Senior Living
that provide for, among other things: (a) a consolidation of substantially all
of our multiple lease agreements with Brookdale Senior Living into one master
lease; (b) extension of the term for substantially all of our Brookdale Senior
Living leased properties until December 31, 2025, with
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Brookdale Senior Living retaining two successive 10-year renewal options; and
(c) the guarantee of all the Brookdale Senior Living obligations to us by
Brookdale Senior Living Inc., including covenant protections for us. In
connection with these agreements, we recognized a net non-cash expense of $21.3
million for the acceleration of straight-line rent receivables, net unamortized
market lease intangibles and deferred revenues, which is included in triple-net
leased rental income in our Consolidated Statements of Income. We also received
a fee of $2.5 million that is being amortized over the new lease term.

Holiday Transaction


In April 2020, we completed a transaction with affiliates of Holiday Retirement
(collectively, "Holiday"), including (a) entry into a new, terminable management
agreement with Holiday Management Company for our 26 independent living assets
previously subject to a triple-net lease (the "Holiday Lease") with Holiday; (b)
termination of the Holiday Lease; and (c) our receipt from Holiday of
$33.8 million in cash from the transfer to us of deposits under the Holiday
Lease and $66 million in principal amount of secured notes. As a result of the
Holiday Lease termination, we recognized $50.2 million within triple-net leased
rental income, composed of $99.8 million of cash and notes received less
$49.6 million from the write-off of accumulated straight-line receivable.

2018 Kindred Transaction


In July 2018, Kindred closed transactions (the "Go Private Transactions")
pursuant to which (a) Kindred would be acquired by a consortium of TPG Capital
("TPG"), Welsh, Carson, Anderson & Stowe ("WCAS") and Humana, Inc., and (b)
immediately following the acquisition, (i) Kindred's home health, hospice and
community care businesses would be separated from Kindred and operated as a
standalone company owned by Humana, Inc., TPG and WCAS, and (ii) Kindred would
be operated as a separate healthcare company owned by TPG and WCAS. In
connection with the closing of the transactions, we received a payment from
Kindred of $12.3 million, which was recognized in interest and other income in
our Consolidated Statements of Income during the third quarter of 2018.

Future Contractual Rents


The following table sets forth the future contracted minimum rentals, excluding
contingent rent escalations, but including straight-line rent adjustments where
applicable, for all of our consolidated triple-net and office building leases as
of December 31, 2020 (excluding properties classified as held for sale as of
December 31, 2020):
              Brookdale Senior Living         Ardent          Kindred          Other            Total
                                                    (In thousands)
2021         $                148,454      $   127,505      $ 133,824      $   759,135      $ 1,168,918
2022                          148,016          127,505        133,828          680,952        1,090,301
2023                          147,555          127,505        112,929          617,589        1,005,578
2024                          147,090          127,505        102,479          567,525          944,599
2025                          146,612          127,505         35,412          483,069          792,598
Thereafter                          -        1,219,450          4,228        1,787,143        3,010,821
Total        $                737,727      $ 1,856,975      $ 522,700      $ 4,895,413      $ 8,012,815



Senior Living Operations

As of December 31, 2020, Atria and Sunrise, collectively, provided comprehensive
property management and accounting services with respect to 258 of our 432
consolidated senior housing communities, for which we pay annual management fees
pursuant to long-term management agreements.

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

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4-ACQUISITIONS OF REAL ESTATE PROPERTY


The following summarizes our acquisition and development activities during 2020,
2019 and 2018. We acquire and invest in senior housing, medical office
buildings, research and innovation centers and other healthcare properties
primarily to achieve an expected yield on our investment, to grow and diversify
our portfolio and revenue base, and to reduce our dependence on any single
tenant, operator or manager, geographic location, asset type, business model or
revenue source.

2020 Acquisitions

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

2019 Acquisitions


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

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

Each of our 2019 acquisitions was accounted for as an asset acquisition.

2018 Acquisitions


During the year ended December 31, 2018, we acquired five properties reported
within our office operations reportable business segment (four MOBs and one
research and innovation center) and one senior housing community reported within
our senior living operations reportable business segment for an aggregate
purchase price of $311.3 million. Each of these acquisitions was accounted for
as an asset acquisition.


NOTE 5-DISPOSITIONS AND IMPAIRMENTS
2020 Activity

We recognized $262.2 million of gains on sale of real estate in 2020 as described below.


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

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

See "Note 7 - Investments in Unconsolidated Entities" for additional details on the Ventas Fund and the JV.

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

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2019 Activity


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

2018 Activity


During the year ended December 31, 2018, we sold seven senior housing
communities included in our senior living operations reportable business
segment, five triple-net leased properties, 11 MOBs and two vacant land parcels
for aggregate consideration of $348.6 million. We recognized a gain on the sale
of these assets of $46.2 million for the year ended December 31, 2018.

Assets Held for Sale


The table below summarizes our real estate assets classified as held for sale as
of December 31, 2020 and 2019, including the amounts reported within other
assets and accounts payable and other liabilities on our Consolidated Balance
Sheets:
                                                     December 31, 2020                                                   December 31, 2019
                                   Number of                                                           Number of
                                Properties Held         Assets Held        Liabilities Held         Properties Held         Assets Held        Liabilities Held
                                   for Sale              for Sale              for Sale                for Sale              for Sale              for Sale
                                                                                    (Dollars in thousands)
Triple-net leased
properties                               1             $    4,960          $        2,690                    8             $   62,098          $        1,623
Office operations (1)                    -                     15                     101                    1                  5,177                     499
Senior living operations                 1                  4,633                     455                    5                 18,252                   3,102
Total                                    2             $    9,608          $        3,246                   14             $   85,527          $        5,224


(1)Balances relate to anticipated post-closing settlements of working capital.


In September 2020, one senior housing community no longer met the criteria as
being classified as held for sale. As a result, we adjusted the carrying amount
of the asset by recognizing depreciation expense of $0.1 million and classified
the asset within net real estate investments on our Consolidated Balance Sheets
for all periods presented.

Real Estate Impairment

We recognized impairments of $153.8 million, $133.6 million and $29.5 million
for the years ended December 31, 2020, 2019 and 2018, respectively, which are
recorded primarily as a component of depreciation and amortization in our
Consolidated Statements of Income. A significant portion of our 2020 charges
resulted from the impact of COVID-19 and others were primarily the result of a
change in our intent to hold the impaired assets (See "Note 1 - Description of
Business - COVID-19 Update"). In most cases, we recognized an impairment in the
periods in which our change in intent was made.

There were no impairments recorded as a result of natural disasters for the years ended December 31, 2020 and 2019; however, we recognized impairments of $52.5 million for the year ended December 31, 2018 as a result of natural disasters which are recorded as a component of other in our Consolidated Statements of Income.

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6-LOANS RECEIVABLE AND INVESTMENTS


As of December 31, 2020 and 2019, we had $0.9 billion and $1.0 billion,
respectively, of net loans receivable and investments relating to senior housing
and healthcare operators or properties. The following is a summary of our loans
receivable and investments, net, including amortized cost, fair value and
unrealized gains or losses on available for sale investments:
                                               Amortized Cost          Allowance           Unrealized Gain           Carrying Amount           Fair Value
                                                                                             (In thousands)
As of December 31, 2020:
Secured/mortgage loans and other, net        $       555,840          $       -          $              -          $        555,840          $   

508,707

Government-sponsored pooled loan
investments, net(1)                                   55,154             (8,846)                    3,419                    49,727               

49,727

Total investments reported as secured loans
receivable and investments, net                      610,994             (8,846)                    3,419                   605,567              

558,434

Non-mortgage loans receivable, net                    74,700            (17,623)                        -                    57,077               

57,009

Marketable debt securities (2)                       213,334                  -                    24,219                   237,553              

237,553

Total loans receivable and investments, net $ 899,028 $ (26,469) $ 27,638 $ 900,197 $ 852,996


As of December 31, 2019:
Secured/mortgage loans and other, net        $       645,546          $       -          $              -          $        645,546          $   

646,925

Government-sponsored pooled loan
investments, net(1)                                   52,178                  -                     6,888                    59,066               

59,066

Total investments reported as secured loans
receivable and investments, net                      697,724                  -                     6,888                   704,612              

705,991

Non-mortgage loans receivable, net                    63,724                  -                         -                    63,724               

63,538

Marketable debt securities (2)                       213,062                  -                    24,298                   237,360              

237,360

Total loans receivable and investments, net $ 974,510 $

  -          $         31,186          $      1,005,696          $ 1,006,889



(1)Investments in government-sponsored pool loans have contractual maturity
dates in 2021 and 2023.
(2)Investments in marketable debt securities have contractual maturity dates in
2024 and 2026.

2020 Activity

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

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

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


In July 2020, we entered into a $45 million Note from Brookdale Senior Living in
connection with certain revised Agreements, which is included above in
Non-mortgage loans receivable, net. The Note has an initial interest rate of
9.0%, increasing 50 basis points per annum, and matures on December 31, 2025. In
addition, Brookdale transferred fee ownership of five senior living communities
to us, in full satisfaction and repayment of a $78 million loan to Brookdale
Senior Living from us that was secured by the five communities. See "Note 3 -
Concentration of Credit Risk."

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2019 Activity


In April 2019, we purchased $5.0 million and $10.5 million of senior secured
notes issued by a healthcare company which mature in 2024 and 2026,
respectively. The 2024 and 2026 notes were purchased at a price of 102% and 98%
of par, respectively, and have an effective interest rate of 8.1% and 8.3%,
respectively. These marketable debt securities are classified as available for
sale and are reflected on our Consolidated Balance Sheets at fair value.

In June 2019, we provided new secured debt financing of $490 million to certain
subsidiaries of Colony Capital, Inc. The London Inter-bank Offered Rate
("LIBOR") based debt financing has a five-year term (inclusive of three one-year
extension options). In connection with this transaction, our previous secured
loan to certain subsidiaries of Colony Capital, Inc. of $282 million was paid in
full and we recognized a gain of $0.5 million in income from loans and
investments in our Consolidated Statements of Income.

In July 2019, we closed the first phase of the LGM Acquisition by funding C$947
million (US $723 million) to LGM as a bridge loan to enable LGM to buy out its
former partner. The bridge loan and all outstanding interest was fully repaid in
September 2019 upon the closing of the LGM Acquisition. See "Note 4 -
Acquisitions of Real Estate Property."

NOTE 7-INVESTMENTS IN UNCONSOLIDATED ENTITIES


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

Investments in Unconsolidated Real Estate Entities


Through our newly formed Ventas Investment Management Platform, we partner with
third-party institutional investors to invest in healthcare real estate through
various joint ventures and other co-investment vehicles. Below is a summary of
our investment in unconsolidated real estate entities as of December 31, 2020
and 2019, respectively:

                                                                                                 Carrying Amount
                                                                                                As of December 31,
                                                                   Ownership(1)              2020                2019
                                                                                                  (In thousands)

Investment in unconsolidated real estate entities: Ventas Life Science & Healthcare Real Estate Fund

                     22.9%              $  279,983          $       -
Pension Fund Joint Venture                                            22.8%                  34,690             41,739
Research & Innovation Development Joint Venture                       50.3%                 123,445                  -
Ventas Investment Management Platform                                                       438,118             41,739
All other(2)                                                       34.0%-50.0%                5,570              3,283
Total investment unconsolidated real estate entities                                     $  443,688          $  45,022

(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate.
The ownership percentages in the table reflect Ventas' interest in the underlying real estate.
(2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real
estate entities.



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

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

In March 2018, we recognized an impairment charge of $35.7 million relating to
one of our equity investments in an unconsolidated real estate joint venture
consisting principally of SNFs, which is recorded in loss from unconsolidated
entities in our Consolidated Statements of Income. We completed the sale of our
25% interest to our joint venture partner in July 2018 and received
$57.5 million at closing.

We provide various services to our unconsolidated real estate entities in
exchange for fees and reimbursements. Total management fees earned in connection
with these services were $6.7 million, $3.4 million and $5.8 million for the
years ended December 31, 2020, 2019 and 2018, respectively, which is included in
office building and other services revenue in our Consolidated Statements of
Income.

Investments in Unconsolidated Operating Entities


We own investments in unconsolidated operating entities such as Ardent, Atria
and Eclipse Senior Living, Inc. ("ESL"), which are included within other assets
on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles
us to customary minority rights and protections, including the right to appoint
two of six members to the Atria Board of Directors. Our 34% ownership interest
in ESL entitles us to customary minority rights and protections, including the
right to appoint two of six members to the ESL Board of Directors. ESL
management owns the 66% controlling interest. Our 9.8% ownership interest in
Ardent entitles us to customary minority rights and protections, as well as the
right to appoint one of 11 members on the Ardent Board of Directors.

In June 2020, as a result of COVID-19, we recognized an impairment charge of
$10.7 million related to our investment in an unconsolidated operating entity.
See "Note 1 - Description of Business - COVID-19 Update."

NOTE 8-INTANGIBLES

The following is a summary of our intangibles:

                                                           As of December 31, 2020                             As of December 31, 2019
                                                                             Remaining                                           Remaining
                                                                          Weighted Average                                    Weighted Average
                                                                            Amortization                                        Amortization
                                                    Balance               Period in Years               Balance               Period in Years
                                                                                     (Dollars in thousands)
Intangible assets:
Above market lease intangibles                  $     140,096                   6.4                 $     145,891                   6.9
In-place and other lease intangibles                1,090,790                   10.7                    1,162,187                   10.6
Goodwill                                            1,051,650                   N/A                     1,051,161                   N/A
Other intangibles                                      35,870                   10.0                       35,837                   10.9
Accumulated amortization                             (941,462)                  N/A                      (922,668)                  N/A
Net intangible assets                           $   1,376,944                   10.3                $   1,472,408                   10.2
Intangible liabilities:
Below market lease intangibles                  $     339,265                   14.3                $     349,357                   14.5
Other lease intangibles                                13,498                   N/A                        13,498                   N/A
Accumulated amortization                             (212,655)                  N/A                      (203,834)                  N/A
Purchase option intangibles                             3,568                   N/A                         3,568                   N/A
Net intangible liabilities                      $     143,676                   14.3                $     162,589                   14.5



N/A-Not Applicable

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Above-market lease intangibles and in-place and other lease intangibles are
included in acquired lease intangibles within real estate investments on our
Consolidated Balance Sheets. Other intangibles (including non-compete
agreements, trade names and trademarks) are included in other assets on our
Consolidated Balance Sheets. Below market lease intangibles, other lease
intangibles and purchase option intangibles are included in accounts payable and
other liabilities on our Consolidated Balance Sheets. For the years ended
December 31, 2020, 2019 and 2018, our net amortization related to these
intangibles was $45.7 million, $59.2 million and $49.2 million, respectively.
The following is a summary of the estimated net amortization related to these
intangibles for each of the next five years:
        Estimated Net Amortization
              (In thousands)
2021   $                    50,421
2022                        42,787
2023                        31,343
2024                        16,932
2025                         8,977


The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2020:

                                                        Goodwill
                                                     (In thousands)
                  Triple-net leased properties      $       322,270
                  Senior living operations                  259,482
                  Office operations                         469,898
                  Total goodwill                    $     1,051,650


NOTE 9-OTHER ASSETS

The following is a summary of our other assets:

                                                      As of December 31,
                                                     2020           2019
                                                        (In thousands)
Straight-line rent receivables                    $ 169,711      $ 278,833
Non-mortgage loans receivable, net                   57,077         63,724
Stock warrants                                       50,098              -
Marketable debt securities                          237,553        237,360
Other intangibles, net                                4,659          5,149
Investment in unconsolidated operating entities      63,768         59,301
Other                                               224,363        233,349
Total other assets                                $ 807,229      $ 877,716



                                      101
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10-SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt:

                                                                 As of December 31,
                                                               2020              2019
                                                                   (In thousands)
Unsecured revolving credit facility (1)                   $     39,395      $    120,787
Commercial paper notes                                               -      

567,450

Secured revolving construction credit facility due 2022 154,098

160,492

Floating Rate Senior Notes, Series F due 2021 (2)              235,664      

231,018

3.25% Senior Notes due 2022                                    263,687      

500,000

3.30% Senior Notes, Series C due 2022 (2)                      196,386           192,515
Unsecured term loan due 2023                                   200,000           200,000
3.125% Senior Notes due 2023                                   400,000           400,000
3.10% Senior Notes due 2023                                    400,000           400,000
2.55% Senior Notes, Series D due 2023 (2)                      216,025      

211,767

3.50% Senior Notes due 2024                                    400,000      

400,000

3.75% Senior Notes due 2024                                    400,000      

400,000

4.125% Senior Notes, Series B due 2024 (2)                     196,386      

192,515

2.80% Senior Notes, Series E due 2024 (2)                      471,328      

462,036

Unsecured term loan due 2025 (2)                               392,773           385,030
3.50% Senior Notes due 2025                                    600,000           600,000
2.65% Senior Notes due 2025                                    450,000           450,000
4.125% Senior Notes due 2026                                   500,000           500,000
3.25% Senior Notes due 2026                                    450,000           450,000
3.85% Senior Notes due 2027                                    400,000           400,000
4.00% Senior Notes due 2028                                    650,000           650,000
4.40% Senior Notes due 2029                                    750,000           750,000
3.00% Senior Notes due 2030                                    650,000           650,000
4.75% Senior Notes due 2030                                    500,000                 -
6.90% Senior Notes due 2037                                     52,400            52,400
6.59% Senior Notes due 2038                                     22,823            22,823
5.70% Senior Notes due 2043                                    300,000           300,000
4.375% Senior Notes due 2045                                   300,000           300,000
4.875% Senior Notes due 2049                                   300,000           300,000
Mortgage loans and other                                     2,092,106         1,996,969
Total                                                       11,983,071        12,245,802
Deferred financing costs, net                                  (68,343)          (79,939)
Unamortized fair value adjustment                               12,618      

20,056

Unamortized discounts                                          (31,934)     

(27,146)

Senior notes payable and other debt                       $ 11,895,412      

$ 12,158,773




(1)As of December 31, 2020 and 2019, respectively, $12.2 million and $26.2
million of aggregate borrowings were denominated in Canadian dollars. Aggregate
borrowings of $27.2 million and $27.6 million were denominated in British pounds
as of December 31, 2020 and 2019, respectively.
(2)Canadian Dollar debt obligations shown in US Dollars.
                                      102
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Credit Facilities, Commercial Paper and Unsecured Term Loans


As of December 31, 2020, our unsecured credit facility was comprised of a
$3.0 billion unsecured revolving credit facility priced at LIBOR plus 0.875%
based on the Company's debt ratings, which was scheduled to mature in 2021.
Following December 31, 2020, 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 ratings. The New Credit Facility matures in 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.

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

As of December 31, 2020, $39.4 million was outstanding under the unsecured
revolving credit facility with an additional $24.9 million restricted to support
outstanding letters of credit. In addition, we limit our utilization of the
unsecured revolving credit facility, to the extent necessary, to support our
commercial paper program when commercial paper notes are outstanding. We had
$2.9 billion in available liquidity under the unsecured revolving credit
facility as of December 31, 2020. In connection with the New Credit Facility, we
paid off all amounts outstanding under the existing unsecured revolving credit
facility as of January 29, 2021 by drawing down the same amount under the New
Credit Facility.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership ("Ventas
Realty"), may issue from time to time unsecured commercial paper notes up to a
maximum aggregate amount outstanding at any time of $1.0 billion. The notes are
sold under customary terms in the 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 December 31, 2020, we had no borrowings outstanding under our commercial
paper program.

As of December 31, 2020, we had a $200.0 million unsecured term loan priced at
LIBOR plus 0.90% that matures in 2023.  The term loan also includes an accordion
feature that effectively permits us to increase our aggregate borrowings
thereunder to up to $800.0 million.

As of December 31, 2020, we had a $400.0 million secured revolving construction
credit facility with $154.1 million of borrowings outstanding. The secured
revolving construction credit facility matures in 2022 and is primarily used to
finance the development of research and innovation centers and other
construction projects.

In September 2019, we entered into a new C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate ("CDOR") plus 0.90% that matures in 2025.


In June 2019, we repaid $100.0 million of the balance outstanding on the $300.0
million unsecured term loan that matures in 2023 and repaid in full the $600.0
million unsecured term loan that was set to mature in 2024 and, as a result, we
recognized a non-cash charge to loss on extinguishment of debt of $3.2 million
during the second quarter of 2019.

Senior Notes


As of December 31, 2020, we had outstanding $7.7 billion aggregate principal
amount of senior notes issued by Ventas Realty ($263.7 million of which was
co-issued by Ventas Realty's wholly owned subsidiary, Ventas Capital
Corporation), approximately $75.2 million aggregate principal amount of senior
notes issued by Nationwide Health Properties, Inc. ("NHP") and assumed by our
subsidiary, Nationwide Health Properties, LLC ("NHP LLC"), as successor to NHP,
in connection with our acquisition of NHP, and C$1.7 billion aggregate principal
amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited
("Ventas Canada"). All of the senior notes issued by Ventas Realty and Ventas
Canada are unconditionally guaranteed by Ventas, Inc.

Ventas Realty's senior notes are part of our and Ventas Realty's general
unsecured obligations, ranking equal in right of payment with all of our and
Ventas Realty's existing and future senior obligations and ranking senior in
right of payment to all of our and Ventas Realty's existing and future
subordinated indebtedness. However, Ventas Realty's senior notes are effectively
subordinated to our and Ventas Realty's secured indebtedness, if any, to the
extent of the value of the assets securing
                                      103
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

that indebtedness. Ventas Realty's senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation).


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

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

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

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

2021 Senior Notes Activity

In February 2021, in order to reduce near-term maturities, we issued a make whole redemption for the entirety of the $400 million outstanding aggregate principal amount of 3.10% senior notes due January 2023. The redemption is expected to settle in March 2021 and will be funded primarily with cash on hand.

2020 Senior Notes Activity

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


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

2019 Senior Notes Activity


In January 2019, we redeemed $258.8 million aggregate principal amount then
outstanding of our 5.45% senior notes due 2043 at a public offering price at
par, plus accrued and unpaid interest to the redemption date. Notice of the
redemption was given in November 2018 and, as a result, we recognized a non-cash
charge to loss on extinguishment of debt of $7.1 million during the year ended
December 31, 2018 and $0.4 million during the first quarter of 2019.

In February 2019, Ventas Realty issued and sold $400.0 million aggregate
principal amount of 3.50% senior notes due 2024 at a public offering price equal
to 99.88% of par and $300.0 million aggregate principal amount of 4.875% senior
notes due 2049 at a public offering price equal to 99.77% of par.

In June 2019, Ventas Realty issued $450.0 million aggregate principal amount of
2.65% senior notes due 2025 at a public offering price equal to 99.45% of par.
The notes were settled and proceeds were received in July 2019.

In July 2019, in connection with an announced cash tender offer for such notes,
we tendered $397.1 million principal amount then outstanding of our 2.70% senior
notes due 2020 for a tender offer consideration of 100.37% of par value, plus
accrued and unpaid interest to the payment date. In August 2019, we repaid the
remaining balance then outstanding of our 2.70% senior notes due 2020 of $102.9
million. As a result of the redemption and repayment, we recognized a total loss
on extinguishment of debt of $2.4 million.

                                      104
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In August 2019, Ventas Realty issued and sold $650.0 million aggregate principal
amount of 3.00% senior notes due 2030 at a public offering price equal to 99.51%
of par.

In August 2019, in connection with an announced cash tender offer for such
notes, we tendered $395.7 million principal amount then outstanding of our 4.25%
senior notes due 2022 for a tender offer consideration of 105.46% of par value,
plus accrued and unpaid interest to the payment date. In September 2019, we
repaid the remaining balance then outstanding of our 4.25% senior notes due 2022
of $204.3 million. As a result of the redemption and repayment, we recognized a
loss on extinguishment of debt of $35.9 million.

In September 2019, we repaid in full, at par, C$400.0 million principal amount then outstanding of our 3.00% senior notes, Series A due 2019 upon maturity.

In November 2019, Ventas Canada issued and sold C$600 million aggregate principal amount of 2.80% senior notes, Series E due 2024 and C$300 million aggregate principal amount of floating rate senior notes, Series F due 2021, at a public offering price equal to 99.99% and 100.00%, respectively, of par.

Mortgages


At December 31, 2020, we had 89 mortgage loans outstanding in the aggregate
principal amount of $2.1 billion which is secured by 78 of our properties. Of
these loans, 66 loans in the aggregate principal amount of $1.4 billion bear
interest at fixed rates ranging from 1.5% to 13.0% per annum, and 23 loans in
the aggregate principal amount of $702.9 million bear interest at variable rates
ranging from 0.1% to 2.9% per annum as of December 31, 2020. At December 31,
2020, the weighted average annual rate on our fixed rate mortgage loans was
3.5%, and the weighted average annual rate on our variable rate mortgage loans
was 1.9%. Our mortgage loans had a weighted average maturity of 3.9 years as of
December 31, 2020.

During the years ended December 31, 2020 and 2019, we repaid in full mortgage loans in the aggregate principal amount of $60.9 million and $97.7 million, respectively.


In September 2019, we assumed C$1.2 billion mortgage debt (included in the $2.1
billion above), including a fair value premium of C$16.6 million, in connection
with the LGM Acquisition. See "Note 4 - Acquisitions of Real Estate Property."

Scheduled Maturities of Borrowing Arrangements and Other Provisions


The following summarizes the maturities of our senior notes payable and other
debt as of December 31, 2020:
                                                                            Unsecured
                                                                            Revolving
                                                                             Credit
                                                                          Facility and
                                               Principal Amount         Commercial Paper         Scheduled Periodic
                                               Due at Maturity              Notes (1)               Amortization              Total Maturities
                                                                                       (In thousands)
2021                                         $         511,971          $       39,395          $           44,651          $         596,017
2022                                                 1,070,861                       -                      38,602                  1,109,463
2023                                                 1,609,373                       -                      24,821                  1,634,194
2024                                                 1,610,581                       -                      18,587                  1,629,168
2025                                                 1,619,872                       -                      14,894                  1,634,766
Thereafter                                           5,285,913                       -                      93,550                  5,379,463
Total maturities                             $      11,708,571          $       39,395          $          235,105          $      11,983,071



(1)At December 31, 2020, we had unrestricted cash and cash equivalents of $413.3
million, which exceeds the borrowings outstanding under our unsecured revolving
credit facility and commercial paper program.

The instruments governing our outstanding indebtedness contain covenants that
limit our ability and the ability of certain of our subsidiaries to, among other
things: (i) incur debt; (ii) make certain dividends, distributions and
investments; (iii) enter into certain transactions; and/or (iv) merge,
consolidate or sell certain assets. Ventas Realty's and Ventas Canada's senior
notes also require us and our subsidiaries to maintain total unencumbered assets
of at least 150% of our unsecured debt.
                                      105
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.

As of December 31, 2020, we were in compliance with all of these covenants.

Derivatives and Hedging


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

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

As of December 31, 2020, our variable rate debt obligations of $1.5 billion
reflect, in part, the effect of $146.7 million notional amount of interest rate
swaps with maturities ranging from March 2022 to May 2022 that effectively
convert fixed rate debt to variable rate debt. As of December 31, 2020, our
fixed rate debt obligations of $10.5 billion reflect, in part, the effect of
$305.9 million and C$145.7 million notional amount of interest rate swaps with
maturities ranging from January 2023 to December 2029, in each case that
effectively convert variable rate debt to fixed rate debt.

NOTE 11-FAIR VALUES OF FINANCIAL INSTRUMENTS


The carrying amounts and fair values of our financial instruments were as
follows:
                                                                    As of December 31, 2020                           As of December 31, 2019
                                                                Carrying                                          Carrying
                                                                 Amount                 Fair Value                 Amount                 Fair Value
                                                                                                 (In thousands)

Assets:

Cash and cash equivalents                                 $     413,327              $     413,327          $     106,363              $     106,363
Escrow deposits and restricted cash                              38,313                     38,313                 39,739                     39,739
Stock warrants                                                   50,098                     50,098                      -                          -
Secured mortgage loans and other, net                           555,840                    508,707                645,546                    646,925
Non-mortgage loans receivable, net                               57,077                     57,009                 63,724                     63,538
Marketable debt securities                                      237,553                    237,553                237,360                    237,360
Government-sponsored pooled loan investments, net                49,727                     49,727                 59,066                     59,066
Derivative instruments                                                2                          2                    738                        738

Liabilities:

Senior notes payable and other debt, gross                   11,983,071                 13,075,337             12,245,802                 12,778,758
Derivative instruments                                           28,338                     28,338                 12,987                     12,987
Redeemable OP Units                                             145,983                    145,983                171,178                    171,178



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

NOTE 12-STOCK- BASED COMPENSATION

Compensation Plans

We currently have: three plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been, or may in the future be, granted to our officers, employees and non-employee directors (the

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012 Incentive
Plan); one plan under which executive officers may receive deferred common stock
in lieu of compensation (the Executive Deferred Stock Compensation Plan); and
one plan under which certain non-employee directors have received or may receive
deferred common stock in lieu of director fees (the Nonemployee Directors'
Deferred Stock Compensation Plan). These plans are referred to collectively as
the "Plans."

During the year ended December 31, 2020, we were permitted to issue shares and
grant options, restricted stock and restricted stock units only under the
Executive Deferred Stock Compensation Plan, the Nonemployee Directors' Deferred
Stock Compensation Plan and the 2012 Incentive Plan. The 2006 Incentive Plan and
the 2006 Stock Plan for Directors (collectively, the "2006 Plans") expired on
December 31, 2012, and no additional grants were permitted under those Plans
after that date.

The number of shares initially reserved for issuance and the number of shares
available for future grants or issuance under these Plans as of December 31,
2020 were as follows:

•Executive Deferred Stock Compensation Plan-0.6 million shares were reserved
initially for issuance to our executive officers in lieu of the payment of all
or a portion of their salary, at their option, and 0.6 million shares were
available for future issuance as of December 31, 2020.

•Nonemployee Directors' Deferred Stock Compensation Plan-0.6 million shares were
reserved initially for issuance to nonemployee directors in lieu of the payment
of all or a portion of their retainer and meeting fees, at their option, and 0.4
million shares were available for future issuance as of December 31, 2020.

•2012 Incentive Plan-10.7 million shares (plus the number of shares or options
outstanding under the 2006 Plans as of December 31, 2012 that were or are
subsequently forfeited or expire unexercised) were reserved initially for grants
or issuance to employees and non-employee directors, and 2.7 million shares
(plus the number of shares or options outstanding under the 2006 Plans as of
December 31, 2020 that were or are subsequently forfeited or expire unexercised)
were available for future issuance as of December 31, 2020.

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

Stock Options

The following is a summary of stock option activity in 2020:

                                                                                               Weighted
                                                                         Weighted               Average
                                                                          Average              Remaining             Intrinsic
                                                                         Exercise             Contractual              Value
                                               Shares (000's)              Price             Life (years)            ($000's)
Outstanding as of December 31, 2019                 4,077              $    60.49
Options granted                                         -                       -
Options exercised                                    (111)                  45.75
Options forfeited                                      (9)                  60.50
Options expired                                        (3)                  60.50
Outstanding as of December 31, 2020                 3,954                   60.90                        4.8       $      462
Exercisable as of December 31, 2020                 3,954                   60.90                        4.8       $      462



Compensation costs for all share-based awards are based on the grant date fair
value and are recognized on a straight-line basis during the requisite service
periods, with charges recorded in general, administrative and professional fees.
As of December 31, 2020 there was no unrecognized compensation expense relating
to stock options. Compensation costs related to stock options for the years
ended December 31, 2019 and 2018 were $0.3 million and $2.6 million,
respectively.

Aggregate proceeds received from options exercised under the Plans for the years
ended December 31, 2020, 2019 and 2018 were $5.1 million, $36.1 million and $8.8
million, respectively. The total intrinsic value at exercise of options
exercised during the years ended December 31, 2020, 2019 and 2018 was $1.3
million, $12.3 million and $3.1 million, respectively. There was no deferred
income tax benefit for stock options exercised.
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock and Restricted Stock Units


We recognize the fair value of shares of restricted stock and restricted stock
units (including time-based and performance-based awards) on the grant date of
the award as stock-based compensation expense over the requisite service period,
with charges to general, administrative and professional fees of $21.4 million,
$33.6 million and $27.3 million in 2020, 2019 and 2018, respectively. Restricted
stock and restricted stock units generally vest over periods ranging from two to
five years. If provided in the applicable Plan or award agreement, the vesting
of restricted stock and restricted stock units may accelerate upon a change of
control (as defined in the applicable Plan) of Ventas and other specified
events. In addition to customary change in control vesting provisions, awards
for executive officers will also generally vest to the executives if at a future
termination date, they have attained a combined number of age and years of
service of at least 75, with a minimum age of 62.

A summary of the status of our non-vested restricted stock and restricted stock
units (including time-based and performance-based awards) as of December 31,
2020, and changes during the year ended December 31, 2020, follows:
                                                                      Weighted                                           Weighted
                                              Restricted              Average                                            Average
                                                 Stock               Grant Date               Restricted                Grant Date
                                                (000's)              Fair Value           Stock Units (000's)           Fair Value
Nonvested at December 31, 2019                     248             $     58.21                     539                $     56.99
Granted                                            170                   44.36                     446                      59.81
Vested                                            (136)                  56.54                    (271)                     55.14
Forfeited                                          (49)                  54.08                       -                          -
Nonvested at December 31, 2020                     233                   49.94                     714                      59.46



As of December 31, 2020, we had $19.8 million of unrecognized compensation cost
related to non-vested restricted stock and restricted stock units under the
Plans. We expect to recognize that cost over a weighted average period of
1.80 years. The total fair value at the vesting date for restricted stock and
restricted stock units that vested during the years ended December 31, 2020,
2019 and 2018 was $19.8 million, $31.6 million and $15.5 million, respectively.

Employee and Director Stock Purchase Plan


We have in effect an Employee and Director Stock Purchase Plan ("ESPP") under
which our employees and directors may purchase shares of our common stock at a
discount. Pursuant to the terms of the ESPP, on each purchase date, participants
may purchase shares of common stock at a price not less than 90% of the market
price on that date (with respect to the employee tax-favored portion of the
plan) and not less than 95% of the market price on that date (with respect to
the additional employee and director portion of the plan). We initially reserved
3.0 million shares for issuance under the ESPP. As of December 31, 2020, 0.2
million shares had been purchased under the ESPP and 2.8 million shares were
available for future issuance.

Employee Benefit Plan


We maintain a 401(k) plan that allows eligible employees to defer compensation
subject to certain limitations imposed by the Code. In 2020, we made
contributions for each qualifying employee of up to 3.5% of his or her salary,
subject to certain limitations. During 2020, 2019 and 2018, our aggregate
contributions were approximately $1.6 million, $1.5 million and $1.5 million,
respectively.

NOTE 13-INCOME TAXES

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

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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

the Years Ended December 31,

                                                                 2020                   2019               2018
Tax treatment of distributions:
Ordinary income                                           $          -              $       -          $       -
Qualified ordinary income                                      0.00696                0.12230            0.00375
199A qualified business income                                 2.14381                2.22898            2.97465
Long-term capital gain                                         0.28450                      -            0.05916
Unrecaptured Section 1250 gain                                 0.04973                0.03434            0.12244
Non-dividend distribution                                            -                0.78438                  -
Distribution reported for 1099-DIV purposes                    2.48500                3.17000            3.16000

Add: Dividend declared in current year and taxable in following year

                                                 0.45000                0.79250            0.79250

Less: Dividend declared in prior year and taxable in current year

                                                  (0.79250)              (0.79250)          (0.79000)
Distribution declared per common share outstanding        $    2.14250      

$ 3.17000 $ 3.16250

We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2020, 2019 and 2018. Our consolidated benefit for income taxes was as follows:

                             For the Years Ended December 31,
                            2020               2019           2018
                                      (In thousands)
Current - Federal    $        402           $  (1,840)     $  (2,953)
Current - State             2,107               2,118          1,332
Deferred - Federal        (56,835)            (49,532)       (32,492)
Deferred - State          (35,447)             (3,353)          (825)
Current - Foreign           2,929               2,335          1,892
Deferred - Foreign         (9,690)             (6,038)        (6,907)
Total                $    (96,534)          $ (56,310)     $ (39,953)



The 2020 income tax benefit is primarily due to a $95.9 million net deferred tax
benefit from an internal restructuring of certain US taxable REIT subsidiaries
completed in the first quarter, partially offset by a valuation allowance
recorded against certain deferred tax assets in the second quarter. During the
second quarter of 2020, we determined that the future tax benefits of certain
deferred tax assets (primarily US federal NOL carryforwards which begin to
expire in 2031) were not more likely than not to be realized. The 2019 income
tax benefit was primarily due to the $57.7 million reversal of valuation
allowances recorded against the net deferred tax assets of certain of our TRS
entities.
Although the TRS entities and certain other foreign entities have paid minimal
cash federal, state and foreign income taxes for the year ended December 31,
2020, their income tax liabilities may increase in future years as we exhaust
net operating loss ("NOL") carryforwards and as our senior living and other
operations grow. Such increases could be significant.

                                      109
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2020, 2019 and 2018, to the income tax benefit is as follows:

For the Years Ended December 31,

                                                                      2020                   2019               2018
                                                                            

(In thousands) Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes

                                                   $     27,132              $  77,803          $  80,811
State income taxes, net of federal benefit                           (1,967)                 2,341               (253)
Change in valuation allowance from ordinary operations               86,359                (47,227)            (5,451)
Decrease in ASC 740 income tax liability                                  -                      -             (4,347)

Tax at statutory rate on earnings not subject to federal income taxes

                                                        (53,808)               (90,862)           (89,947)
Foreign rate differential and foreign taxes                           3,342                  1,407              1,924
Change in tax status of TRS                                        (150,287)                   (52)               359
Effect of the 2017 Tax Act                                                -                      -            (23,160)

Other differences                                                    (7,305)                   280                111
Income tax benefit                                             $    (96,534)             $ (56,310)         $ (39,953)



Each TRS is a tax-paying component for purposes of classifying deferred tax
assets and liabilities. The tax effects of temporary differences and
carryforwards included in the net deferred tax liabilities are summarized as
follows:
                                                                               As of December 31,
                                                                  2020               2019                2018
                                                                           

(In thousands) Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs

                                $ (60,494)         $ (257,373)         $ (269,758)
Operating loss and interest deduction carryforwards             124,606             136,771             133,243
Expense accruals and other                                       10,516               7,380              11,910
Valuation allowance                                            (127,279)            (40,114)            (80,614)
Net deferred tax liabilities                                  $ (52,651)    

$ (153,336) $ (205,219)




Our net deferred tax liability decreased $100.7 million during 2020 primarily
due to a change in the tax status of certain of our TRS entities. This was
offset by the recording of valuation allowances against $54.4 million of other
deferred tax assets. Our net deferred tax liability decreased $51.9 million
during 2019 primarily due to the $57.7 million reversal of valuation allowances
recorded against the net deferred tax assets of certain of our TRS entities. Our
net deferred tax liability decreased $44.8 million during 2018 primarily due to
accounting for IRS guidance issued subsequent to the enactment of the 2017 Tax
Act, specifically a $23.2 million benefit for the reversal of a valuation
allowance on deferred interest carryforwards, and tax losses of certain TRS
entities.

Due to uncertainty regarding the realization of certain deferred tax assets, we
have established valuation allowances, primarily in connection with the NOL
carryforwards related to certain TRSs.  The amounts related to NOLs at the TRS
entities for 2020, 2019 and 2018 are $83.2 million, $21.2 million and $55.1
million, respectively.

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

At December 31, 2020, 2019 and 2018, the REIT had NOL carryforwards of $896.4
million, $858.6 million and $910.7 million, respectively. Additionally, the REIT
has $10.8 million of federal income tax credits that were carried over from
acquisitions. These amounts can be used to offset future taxable income (or
taxable income for prior years if an audit determines that tax is owed), if any.
The REIT will be entitled to utilize NOLs and tax credit carryforwards only to
the extent that REIT taxable income exceeds our deduction for dividends paid.
Certain NOL and credit carryforwards are limited as to their utilization by
Section 382 of the Code. The remaining REIT carryforwards begin to expire in
2020.
                                      110
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


For the years ended December 31, 2020 and 2019, the net difference between tax
bases and the reported amount of REIT assets and liabilities for federal income
tax purposes was approximately $3.6 billion and $3.5 billion, respectively, less
than the book bases of those assets and liabilities for financial reporting
purposes.

Generally, we are subject to audit under the statute of limitations by the
Internal Revenue Service ("IRS") for the year ended December 31, 2017 and
subsequent years and are subject to audit by state taxing authorities for the
year ended December 31, 2016 and subsequent years. We are subject to audit
generally under the statutes of limitation by the Canada Revenue Agency and
provincial authorities with respect to the Canadian entities for the year ended
December 31, 2016 and subsequent years. We are also subject to audit in Canada
for periods subsequent to the acquisition, and certain prior periods, with
respect to entities acquired in 2014 from Holiday Retirement. We are subject to
audit in the United Kingdom generally for the periods ended in and subsequent to
2019.

The following table summarizes the activity related to our unrecognized tax
benefits:
                                                          2020          2019
                                                            (In thousands)
Balance as of January 1                                $ 12,127      $ 12,344

Additions to tax positions related to prior years            74           

178

Subtractions to tax positions related to prior years     (6,144)         (395)

Balance as of December 31                              $  6,057      $ 12,127



Included in these unrecognized tax benefits of $6.1 million and $12.1 million at
December 31, 2020 and 2019, respectively, were $5.3 million and $10.7 million of
tax benefits at December 31, 2020 and 2019, respectively, that, if recognized,
would reduce our annual effective tax rate. We accrued no interest or penalties
related to the unrecognized tax benefits during 2020. We do not expect our
unrecognized tax benefits to increase or decrease materially in 2021.

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

NOTE 14-COMMITMENTS AND CONTINGENCIES


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

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

Operating Leases


We lease land, equipment and corporate office space. At inception, we establish
an operating lease asset and operating lease liability represented as the
present value of future minimum lease payments. As our leases do not provide an
implicit rate, we use a discount rate that approximates our incremental
borrowing rate available at lease commencement to determine the present value of
lease payments. The incremental borrowing rates were adjusted for the length of
the individual lease term. The weighted average discount rate and remaining
lease term of our leases are 7.25% and 36.7 years, respectively. Operating lease
assets and liabilities are not recognized for leases with an initial term of 12
months or less, as these short-term leases are accounted for similar to previous
guidance.
                                      111
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Our lease expense primarily consists of ground and corporate office leases.
Ground lease expense is included in interest expense and corporate office lease
expense is included in general and administrative expenses in the Company's
Consolidated Statements of Operation. For the years ended December 31, 2020 and
2019, we recognized $32.1 million and $32.6 million of expense relating to our
leases. For the years ended December 31, 2020 and 2019, cash paid for leases was
$25.4 million and $25.8 million, respectively as reported within operating cash
outflows in our Consolidated Statements of Cash Flow.

The following table summarizes future minimum lease obligations under
non-cancelable ground and other operating leases as of December 31, 2020 (in
thousands):
2021                                         $  24,363
2022                                            20,041
2023                                            19,725
2024                                            18,866
2025                                            16,708
Thereafter                                     654,060
Total undiscounted minimum lease payments      753,763
Less: imputed interest                        (543,846)
Operating lease liabilities                  $ 209,917



NOTE 15-EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per common share:

For the Years Ended December 31,

                                                                         2020                         2019               2018
                                                                            

(In thousands, except per share amounts) Numerator for basic and diluted earnings per share: Income from continuing operations

                               $       441,185                   $ 439,297          $ 415,991
Discontinued operations                                                       -                           -                (10)
Net income                                                              441,185                     439,297            415,981
Net income attributable to noncontrolling interests                       2,036                       6,281              6,514
Net income attributable to common stockholders                  $       439,149                   $ 433,016          $ 409,467

Denominator:

Denominator for basic earnings per share-weighted average shares

                                                                  373,368                     365,977            356,265
Effect of dilutive securities:
Stock options                                                                 -                         391                174
Restricted stock awards                                                     171                         527                331
OP unitholder interests                                                   2,964                       2,991              2,531

Denominator for diluted earnings per share-adjusted weighted average shares

                                                          376,503                     369,886            359,301
Basic earnings per share:
Income from continuing operations                               $          1.18                   $    1.20          $    1.17
Net income attributable to common stockholders                             1.18                        1.18               1.15
Diluted earnings per share:
Income from continuing operations                               $          1.17                   $    1.19          $    1.16
Net income attributable to common stockholders                             1.17                        1.17               1.14



There were 4.0 million, 1.1 million and 3.5 million anti-dilutive options outstanding for the years ended December 31, 2020, 2019 and 2018, respectively.

                                      112
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16-PERMANENT AND TEMPORARY EQUITY

Capital Stock


From time to time, we may sell up to an aggregate of $1.0 billion of our common
stock under an "at-the-market" equity offering program ("ATM program"). As of
December 31, 2020, we have $755.5 million remaining under our existing ATM
program. During the years ended December 31, 2020 and 2019, we sold 1.5 million
and 2.7 million shares of our common stock under our ATM program for gross
proceeds of $44.88 and $66.75 per share, respectively. During the year ended
December 31, 2018, we sold no shares of common stock under our ATM program.

In June 2019, we sold 12.7 million shares of our common stock under a registered
public offering for gross proceeds of $62.75 per share. We used the majority of
the net proceeds to fund our LGM Acquisition. See "Note 4 - Acquisitions of Real
Estate Property" and "Note 6 - Loans Receivable and Investments" for additional
information regarding the LGM Acquisition.

Excess Share Provision


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

We have the right to buy the excess shares for a purchase price equal to the
lesser of the price per share in the transaction that created the excess shares
or the market price on the date we buy the shares, and we may defer payment of
the purchase price for the excess shares for up to five years. If we do not
purchase the excess shares, the trustee of the trust is required to transfer the
excess shares at the direction of the Board of Directors. The owner of the
excess shares is entitled to receive the lesser of the proceeds from the sale or
the original purchase price for such excess shares, and any additional amounts
are payable to the beneficiary of the trust. As of December 31, 2020, there were
no shares in the trust.

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

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss:

                                                 As of December 31,
                                                2020           2019
                                                   (In thousands)
Foreign currency translation                 $ (51,947)     $ (51,743)
Available for sale securities                   25,712         27,380
Derivative instruments                         (28,119)       (10,201)

Total accumulated other comprehensive loss $ (54,354) $ (34,564)

                                      113
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Redeemable OP Unitholder and Noncontrolling Interests

The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2020:

                                                                                                        Total Redeemable OP
                                                    Redeemable OP               Redeemable                Unitholder and
                                                      Unitholder              Noncontrolling              Noncontrolling
                                                      Interests                 Interests                    Interests
                                                                                (In thousands)
Balance as of December 31, 2019                   $       171,178          $         102,500          $            273,678
New issuances                                                   -                     16,593                        16,593
Change in valuation                                       (18,638)                    (8,068)                      (26,706)
Dispositions                                                    -                    (14,350)                      (14,350)
Distributions and other                                    (6,247)                     1,071                        (5,176)
Redemptions                                                  (310)                    (8,239)                       (8,549)
Balance as of December 31, 2020                   $       145,983          $          89,507          $            235,490



NOTE 17-RELATED PARTY TRANSACTIONS


Atria provides comprehensive property management and accounting services with
respect to our senior housing communities that Atria operates, for which we pay
annual management fees pursuant to long-term management agreements. For the
years ended December 31, 2020, 2019 and 2018, we incurred fees to Atria of $55.2
million, $62.1 million and $60.1 million, respectively, the majority of which
are recorded within property-level operating expenses in our Consolidated
Statements of Income.

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


As of December 31, 2020, we leased 11 hospital campuses to Ardent pursuant to a
single, triple-net master lease agreement. For the years ended December 31,
2020, 2019 and 2018, we recognized rental income from Ardent of $122.6 million,
$118.8 million and $114.8 million, respectively, relating to the Ardent master
lease.

In June 2018, we made a $200.0 million investment in senior unsecured notes
issued by a subsidiary of Ardent at a price of 98.6% of par value. The notes
have an effective interest rate of 10.0% and mature in 2026. These marketable
debt securities are classified as available for sale and are reflected on our
Consolidated Balance Sheets at fair value.

We hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint one of the 11 members on the Ardent Board of Directors.


In January 2018, we transitioned the management of 76 private-pay senior housing
communities to ESL. These assets, substantially all of which were previously
leased by Elmcroft Senior Living ("Elmcroft") under triple-net leases, are now
operated by ESL under a management contract with us and are included in the
senior living operations reportable business segment. Upon termination of our
lease with Elmcroft, we derecognized our accumulated straight-line receivable
balance and offsetting reserve of $75.2 million. For the years ended December
31, 2020, 2019 and 2018, we incurred $5.2 million, $8.2 million and $23.6
million respectively of transaction and integration costs relating to this
transaction, net of property-level net assets assumed for no consideration,
primarily included in merger-related expenses and deal costs in our Consolidated
Statements of Income.

In January 2018, we acquired a 34% ownership interest in ESL, which entitles us
to customary minority rights and protections, as well as the right to appoint
two of the six members of the ESL Board of Directors. ESL management owns the
66% controlling interest.

ESL provides comprehensive property management and accounting services with
respect to our senior housing communities that ESL operates, for which we pay
annual management fees pursuant to a management agreement.  For the years ended
December 31, 2020, 2019 and 2018, we incurred fees to ESL of $15.1 million,
$14.6 million and $12.9 million,
                                      114
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income.

NOTE 18-QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summarized unaudited consolidated quarterly information is provided below:

For the Year Ended December 31, 2020

                                                             First               Second              Third              Fourth
                                                            Quarter              Quarter            Quarter            Quarter
                                                                        (In thousands, except per share amounts)
Revenues                                                $  1,012,054        

$ 943,198 $ 918,940 $ 921,165


Income (loss) from continuing operations                $    474,730        

$ (159,235) $ 13,737 $ 111,953


Net income (loss)                                            474,730            (159,235)            13,737            111,953
Net income (loss) attributable to noncontrolling
interests                                                      1,613              (2,065)               986              1,502
Net income (loss) attributable to common
stockholders                                            $    473,117        

$ (157,170) $ 12,751 $ 110,451 Basic earnings per share: Income (loss) from continuing operations

                $       1.27        

$ (0.43) $ 0.04 $ 0.30 Net income (loss) attributable to common stockholders

           1.27               (0.42)              0.03               0.29
Diluted earnings per share(1):
Income (loss) from continuing operations                $       1.26        

$ (0.43) $ 0.04 $ 0.30 Net income (loss) attributable to common stockholders

           1.26               (0.42)              0.03               0.29

Dividends declared per common share                     $     0.7925        

$ 0.4500 $ 0.4500 $ 0.4500

(1) Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists, as the effect would be an antidilutive per share amount.

For the Year Ended December 31, 2019

                                                             First                Second             Third              Fourth
                                                            Quarter              Quarter            Quarter            Quarter
                                                                        (In thousands, except per share amounts)
Revenues                                               $   942,874          

$ 950,717 $ 983,155 $ 996,004


Income from continuing operations                      $   127,588          

$ 211,898 $ 86,918 $ 12,893


Net income                                                 127,588               211,898             86,918             12,893

Net income attributable to noncontrolling interests 1,803

        1,369              1,659              1,450

Net income attributable to common stockholders $ 125,785

$ 210,529 $ 85,259 $ 11,443 Basic earnings per share: Income from continuing operations

                      $      0.36          

$ 0.59 $ 0.23 $ 0.03 Net income attributable to common stockholders

                0.35                  0.58               0.23               0.03
Diluted earnings per share:
Income from continuing operations                      $      0.35          

$ 0.58 $ 0.23 $ 0.03 Net income attributable to common stockholders

                0.35                  0.58               0.23               0.03

Dividends declared per common share                    $    0.7925             $  0.7925          $  0.7925          $  0.7925



                                      115
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19-SEGMENT INFORMATION


As of December 31, 2020, 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 research and innovation centers throughout the United States. Information
provided for "all other" includes income from loans and investments and other
miscellaneous income and various corporate-level expenses not directly
attributable to any of our three reportable business segments. Assets included
in "all other" consist primarily of corporate assets, including cash, restricted
cash, loans receivable and investments, and miscellaneous accounts receivable.

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

Interest expense, depreciation and amortization, general, administrative and
professional fees, income tax expense and other non-property-specific revenues
and expenses are not allocated to individual reportable business segments for
purposes of assessing segment performance. There are no intersegment sales or
transfers.
                                      116
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Summary information by reportable business segment is as follows:

For the Year Ended December 31, 2020

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

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

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


                                      117
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Year Ended December 31, 2019

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

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

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


                                      118
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the Year Ended December 31, 2018

                                                Triple-Net             Senior
                                                  Leased               Living              Office               All
                                                Properties           Operations          Operations            Other               Total
                                                                                       (In thousands)
Revenues:
Rental income                                  $  737,796          $         -          $  776,011          $       -          $ 1,513,807
Resident fees and services                              -            2,069,477                   -                  -            2,069,477
Office building and other services revenue          2,522                    -               7,592              3,302               13,416
Income from loans and investments                       -                    -                   -            124,218              124,218
Interest and other income                               -                    -                   -             24,892               24,892
Total revenues                                 $  740,318          $ 2,069,477          $  783,603          $ 152,412          $ 3,745,810

Total revenues                                 $  740,318          $ 2,069,477          $  783,603          $ 152,412          $ 3,745,810
Less:
Interest and other income                               -                    -                   -             24,892               24,892
Property-level operating expenses                       -            1,446,201             243,679                  -            1,689,880
Office building services costs                          -                    -               1,418                  -                1,418
Segment NOI                                    $  740,318          $   623,276          $  538,506          $ 127,520            2,029,620
Interest and other income                                                                                                           24,892
Interest expense                                                                                                                  (442,497)
Depreciation and amortization                                                                                                     (919,639)
General, administrative and professional fees                                                                                     (145,978)
Loss on extinguishment of debt, net                                                                                                (58,254)
Merger-related expenses and deal costs                                                                                             (30,547)
Other                                                                                                                              (72,772)
Loss from unconsolidated entities                                                                                                  (55,034)
Gain on real estate dispositions                                                                                                    46,247
Income tax benefit                                                                                                                  39,953
Income from continuing operations                                                                                                  415,991
Discontinued operations                                                                                                                (10)
Net income                                                                                                                         415,981
Net income attributable to noncontrolling
interests                                                                                                                            6,514
Net income attributable to common stockholders                                                                                 $   409,467



Assets by reportable business segment are as follows:

                                                   As of December 31,
                                          2020                           2019
                                                 (Dollars in thousands)
Assets:

Triple-net leased properties $ 5,147,503 21.6 % $ 6,381,657

      25.8  %
Senior living operations         10,653,428        44.5         10,142,023        41.1
Office operations                 6,709,602        28.0          7,173,401        29.1
All other assets                  1,418,871         5.9            995,127         4.0
Total assets                   $ 23,929,404       100.0  %    $ 24,692,208       100.0  %



                                      119
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             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Capital expenditures, including investments in real estate property and
development project expenditures, by reportable business segment are as follows:
                                       For the Years Ended December 31,
                                     2020              2019            2018
                                                (In thousands)
Capital expenditures:
Triple-net leased properties   $    42,930         $    55,429      $  58,744
Senior living operations           191,891             944,214        337,750
Office operations                  372,475             519,129        332,147
Total capital expenditures     $   607,296         $ 1,518,772      $ 728,641



Our portfolio of properties and mortgage loan and other investments are located
in the United States, Canada and the United Kingdom. Revenues are attributed to
an individual country based on the location of each property. Geographic
information regarding our operations is as follows:
                        For the Years Ended December 31,
                     2020             2019             2018
                                 (In thousands)
Revenues:
United States    $ 3,381,357      $ 3,578,341      $ 3,524,875
Canada               389,205          266,946          192,350
United Kingdom        24,795           27,463           28,585
Total revenues   $ 3,795,357      $ 3,872,750      $ 3,745,810



                                        As of December 31,
                                      2020              2019
                                          (In thousands)
Net real estate property:
United States                    $ 17,303,816      $ 18,636,838
Canada                              2,983,924         2,830,850
United Kingdom                        262,295           266,885

Total net real estate property $ 20,550,035 $ 21,734,573

                                      120
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                                  VENTAS, INC.
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                                         

For the Years Ended December 31,

                                                                  2020                  2019                  2018
                                                                                   (In thousands)
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period                               $ 27,133,514          $ 24,973,983          $ 24,712,478
Additions during period:
Acquisitions                                                      249,290             1,941,018               318,895
Capital expenditures                                              485,479               575,624               446,490
Deductions during period:
Foreign currency translation                                       80,302               107,508              (105,192)
Other(1)                                                       (1,098,143)             (464,619)             (398,688)
Balance at end of period                                     $ 26,850,442          $ 27,133,514          $ 24,973,983

Accumulated depreciation:
Balance at beginning of period                               $  6,200,230          $  5,492,310          $  4,802,917
Additions during period:
Depreciation expense                                              809,067               811,936               791,882
Dispositions:
Sales and/or transfers to assets held for sale                    (82,559)             (116,771)              (84,819)
Foreign currency translation                                       40,675                12,755               (17,670)
Balance at end of period                                     $  6,967,413          $  6,200,230          $  5,492,310


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

                                      121
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                                  VENTAS, INC.
                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 2020
                             (Dollars in thousands)
                                                                                                                                                                   Gross Amount Carried at Close of
                                                                Location                                        Initial Cost to Company                                         Period
                                                                                                                                                                                                                                                                                              Life on
                                                                                                                                                                                                                                                                                               Which
                                                                                                                                                    Costs                                                                                                                                   Depreciation
                                                                                                                                                 Capitalized                                                                                                                                 in Income
                                                                             State /                           Land and       Buildings and       Subsequent          Land and        Buildings and                 Accumulated                        Year of               Year            Statement
                  Property Name                          City               Province        Encumbrances     Improvements     Improvements     to Acquisition1      Improvements      Improvements       Total      Depreciation       NBV          Construction           Acquired         Is Computed

SPECIALTY HOSPITALS

   Rehabilitation Hospital of Southern Arizona  Tucson                         AZ         $           -    $         770    $       25,589    $             -    $           770    $       25,589    $ 26,359    $       7,121    $ 19,238                       1992             2011       35 years
   Kindred Hospital - Brea                      Brea                           CA                     -            3,144             2,611                  -              3,144             2,611       5,755            1,675       4,080                       1990             1995       40 years
   Kindred Hospital - Ontario                   Ontario                        CA                     -              523             2,988                  -                523             2,988       3,511            3,228         283                       1950             1994       25 years
   Kindred Hospital - San Diego                 San Diego                      CA                     -              670            11,764                  -                670            11,764      12,434           11,957         477                       1965             1994       25 years
   Kindred Hospital - San Francisco Bay Area    San Leandro                    CA                     -            2,735             5,870                  -              2,735             5,870       8,605            6,205       2,400                       1962             1993       25 years
   Tustin Rehabilitation Hospital               Tustin                         CA                     -            2,810            25,248                  -              2,810            25,248      28,058            7,162      20,896                       1991             2011       35 years
   Kindred Hospital - Westminster               Westminster                    CA                     -              727             7,384                  -                727             7,384       8,111            7,562         549                       1973             1993       20 years
   Kindred Hospital - Denver                    Denver                         CO                     -              896             6,367                  -                896             6,367       7,263            6,712         551                       1963             1994       20 years
   Kindred Hospital - South Florida - Coral     Coral Gables                   FL                     -            1,071             5,348             (1,000)                71             5,348       5,419            5,290         129                       1956             1992       30 years
   Gables
   Kindred Hospital - South Florida Ft.         Fort Lauderdale                FL                     -            1,758            14,080                  -              1,758            14,080      15,838           14,171       1,667                       1969             1989       30 years
   Lauderdale
   Kindred Hospital - North Florida             Green Cove Springs             FL                     -              145             4,613                  -                145             4,613       4,758            4,683          75                       1956             1994       20 years
   Kindred Hospital - South Florida - Hollywood Hollywood                      FL                     -              605             5,229                  -                605             5,229       5,834            5,234         600                       1937             1995       20 years
   Kindred Hospital - Bay Area St. Petersburg   St. Petersburg                 FL                     -            1,401            16,706                  -              1,401            16,706      18,107           15,181       2,926                       1968             1997       40 years
   Kindred Hospital - Central Tampa             Tampa                          FL                     -            2,732             7,676                  -              2,732             7,676      10,408            5,824       4,584                       1970             1993       40 years
   Kindred Hospital - Chicago (North Campus)    Chicago                        IL                     -            1,583            19,980                  -              1,583            19,980      21,563           20,142       1,421                       1949             1995       25 years
   Kindred - Chicago - Lakeshore                Chicago                        IL                     -            1,513             9,525                  -              1,513             9,525      11,038            9,483       1,555                       1995             1976       20 years
   Kindred Hospital - Chicago (Northlake        Northlake                      IL                     -              850             6,498                  -                850             6,498       7,348            6,726         622                       1960             1991       30 years
   Campus)
   Kindred Hospital - Sycamore                  Sycamore                       IL                     -               77             8,549                  -                 77             8,549       8,626            8,456         170                       1949             1993       20 years
   Kindred Hospital - Indianapolis              Indianapolis                   IN                     -              985             3,801                  -                985             3,801       4,786            3,880         906                       1955             1993       30 years
   Kindred Hospital - Louisville                Louisville                     KY                     -            3,041            12,279                  -              3,041            12,279      15,320           12,600       2,720                       1964             1995       20 years
   Kindred Hospital - St. Louis                 St. Louis                      MO                     -            1,126             2,087                  -              1,126             2,087       3,213            2,057       1,156                       1984             1991       40 years
   Kindred Hospital - Las Vegas (Sahara)        Las Vegas                      NV                     -            1,110             2,177                  -              1,110             2,177       3,287            1,590       1,697                       1980             1994       40 years
   Lovelace Rehabilitation Hospital             Albuquerque                    NM                     -              401            17,796              1,068                401            18,864      19,265            3,306      15,959                       1989             2015       36 years
   Kindred Hospital - Albuquerque               Albuquerque                    NM                     -               11             4,253                  -                 11             4,253       4,264            3,206       1,058                       1985             1993       40 years
   Kindred Hospital - Greensboro                Greensboro                     NC                     -            1,010             7,586                  -              1,010             7,586       8,596            7,788         808                       1964             1994       20 years
   University Hospitals Rehabilitation Hospital Beachwood                      OH                     -            1,800            16,444                  -              1,800            16,444      18,244            3,646      14,598                       2013             2013       35 years
   Kindred Hospital - Philadelphia              Philadelphia                   PA                     -              135             5,223                  -                135             5,223       5,358            3,953       1,405                       1960             1995       35 years
   Kindred Hospital - Chattanooga               Chattanooga                    TN                     -              756             4,415                  -                756             4,415       5,171            4,344         827                       1975             1993       22 years
   Ardent Harrington Cancer Center              Amarillo                       TX                     -              974            25,304                  -                974            25,304      26,278              120      26,158                       2020             2020       35 years


                                      122
--------------------------------------------------------------------------------
                                                              Location                                                    Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                           Life on
                                                                                                                                                                                                                                                                                                                                            Which
                                                                                                                                                                       Costs                                                                                                                                                             Depreciation
                                                                                                                                                                    Capitalized                                                                                                                                                           in Income
                                                                        State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year            Statement
                  Property Name                        City            Province            Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired         Is Computed
   Kindred Hospital - Arlington                 Arlington                 TX                             -              458                       12,426                    -                     458                          12,426        12,884              172              12,712                       1970             2020       35 years
   Rehabilitation Hospital of Dallas            Dallas                    TX                             -            2,318                       38,702                    -                   2,318                          38,702        41,020            7,178              33,842                       2009             2015       35 years
   Baylor Institute for Rehabilitation - Ft.    Fort Worth                TX                             -            2,071                       16,018                    -                   2,071                          16,018        18,089            3,201              14,888                       2008             2015       35 years
   Worth TX
   Kindred Hospital - Tarrant County (Fort      Fort Worth                TX                             -            2,342                        7,458                    -                   2,342                           7,458         9,800            7,508               2,292                       1987             1986       20 years
   Worth Southwest)
   Rehabilitation Hospital The Vintage          Houston                   TX                             -            1,838                       34,832                    -                   1,838                          34,832        36,670            6,735              29,935                       2012             2015       35 years
   Kindred Hospital (Houston Northwest)         Houston                   TX                             -            1,699                        6,788                    -                   1,699                           6,788         8,487            6,231               2,256                       1986             1985       40 years
   Kindred Hospital - Houston                   Houston                   TX                             -               33                        7,062                    -                      33                           7,062         7,095            6,756                 339                       1972             1994       20 years
   Select Rehabilitation - San Antonio TX       San Antonio               TX                             -            1,859                       18,301                    -                   1,859                          18,301        20,160            3,591              16,569                       2010             2015       35 years
   Kindred Hospital - San Antonio               San Antonio               TX                             -              249                       11,413                    -                     249                          11,413        11,662           10,579               1,083                       1981             1993       30 years
   TOTAL FOR SPECIALTY HOSPITALS                                                                         -           48,226                      440,390                   68                  47,226                         441,458       488,684          245,253             243,431

SKILLED NURSING FACILITIES

   Englewood Post Acute and Rehabilitation      Englewood                 CO                             -              241                        2,180                  194                     241                           2,374         2,615            2,206                 409                       1960             1995       30 years
   Brookdale Lisle SNF                          Lisle                     IL                             -              730                        9,270                  735                     910                           9,825        10,735            3,696               7,039                       1990             2009       35 years
   Lopatcong Center                             Phillipsburg              NJ                             -            1,490                       12,336                    -                   1,490                          12,336        13,826            7,207               6,619                       1982             2004       30 years
   The Belvedere                                Chester                   PA                             -              822                        7,203                    -                     822                           7,203         8,025            4,200               3,825                       1899             2004       30 years
   Pennsburg Manor                              Pennsburg                 PA                             -            1,091                        7,871                    -                   1,091                           7,871         8,962            4,631               4,331                       1982             2004       30 years
   Chapel Manor                                 Philadelphia              PA                             -            1,595                       13,982                1,358                   1,595                          15,340        16,935            9,511               7,424                       1948             2004       30 years
   Wayne Center                                 Strafford                 PA                             -              662                        6,872                  850                     662                           7,722         8,384            4,836               3,548                       1897             2004       30 years
   Everett Rehabilitation & Care                Everett                   WA                             -            2,750                       27,337               (7,916)                  2,750                          19,421        22,171            7,707              14,464                       1995             2011       35 years
   Beacon Hill Rehabilitation                   Longview                  WA                             -              145                        2,563                  171                     145                           2,734         2,879            2,670                 209                       1955             1992       29 years
   Columbia Crest Care & Rehabilitation Center  Moses Lake                WA                             -              660                       17,439                    -                     660                          17,439        18,099            5,080              13,019                       1972             2011       35 years
   Lake Ridge Solana Alzheimer's Care Center    Moses Lake                WA                             -              660                        8,866                    -                     660                           8,866         9,526            2,669               6,857                       1988             2011       35 years
   Rainier Rehabilitation                       Puyallup                  WA                             -              520                        4,780                  305                     520                           5,085         5,605            3,794               1,811                       1986             1991       40 years
   Logan Center                                 Logan                     WV                             -              300                       12,959                    -                     300                          12,959        13,259            3,717               9,542                       1987             2011       35 years
   Ravenswood Healthcare Center                 Ravenswood                WV                             -              320                       12,710                    -                     320                          12,710        13,030            3,661               9,369                       1987             2011       35 years
   Valley Center                                South Charleston          WV                             -              750                       24,115                    -                     750                          24,115        24,865            7,004              17,861                       1987             2011       35 years
   White Sulphur                                White Sulphur             WV                             -              250                       13,055                    -                     250                          13,055        13,305            3,781               9,524                       1987             2011       35 years
                                                Springs
   TOTAL FOR SKILLED NURSING FACILITIES                                                                  -           12,986                      183,538               (4,303)                 13,166                         179,055       192,221           76,370             115,851

GENERAL ACUTE CARE

   Lovelace Medical Center Downtown             Albuquerque               NM                             -            9,840                      154,017                9,763                   9,928                         163,692       173,620           30,465             143,155                       1968             2015      33.5 years
   Lovelace Westside Hospital                   Albuquerque               NM                             -           10,107                       13,576                2,133                  10,107                          15,709        25,816            6,742              19,074                       1984             2015      20.5 years
   Lovelace Women's Hospital                    Albuquerque               NM                             -            7,236                      175,142               20,075                   7,236                         195,217       202,453           24,062             178,391                       1983             2015       47 years
   Roswell Regional Hospital                    Roswell                   NM                             -            2,560                       41,125                2,186                   2,560                          43,311        45,871            5,825              40,046                       2007             2015       47 years
   Hillcrest Hospital Claremore                 Claremore                 OK                             -            3,623                       23,864                  638                   3,623                          24,502        28,125            4,108              24,017                       1955             2015       40 years


                                      123
--------------------------------------------------------------------------------
                                                            Location                                                      Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                              Life on
                                                                                                                                                                                                                                                                                                                                               Which
                                                                                                                                                                       Costs                                                                                                                                                                Depreciation
                                                                                                                                                                    Capitalized                                                                                                                                                              in Income
                                                                        State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                          Accumulated                                Year of               Year            Statement
                 Property Name                       City              Province            Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements             Total         Depreciation           NBV              Construction           Acquired         Is Computed
   Bailey Medical Center                     Owasso                       OK                             -            4,964                        7,059                  155                   4,964                           7,214         12,178            1,826                10,352                       2006             2015      32.5 years
   Hillcrest Medical Center                  Tulsa                        OK                             -           28,319                      215,959               12,718                  28,319                         228,677        256,996           40,988               216,008                       1928             2015       34 years
   Hillcrest Hospital South                  Tulsa                        OK                             -           17,026                      112,231                1,016                  17,026                         113,247        130,273           16,857               113,416                       1999             2015       40 years
   SouthCreek Medical Plaza                  Tulsa                        OK                             -            2,943                       17,860                  600                   2,943                          18,460         21,403            1,451                19,952                       2003             2018       35 years
   Baptist St. Anthony's Hospital            Amarillo                     TX                             -           13,779                      357,733               26,812                  13,015                         385,309        398,324           49,670               348,654                       1967             2015      44.5 years
   Spire Hull and East Riding Hospital       Anlaby                       HUL                            -            3,194                       81,613              (10,348)                  2,804                          71,655         74,459            9,881                64,578                       2010             2014       50 years
   Spire Fylde Coast Hospital                Blackpool                    LAN                            -            2,446                       28,896               (3,825)                  2,147                          25,370         27,517            3,550                23,967                       1980             2014       50 years
   Spire Clare Park Hospital                 Farnham                      SUR                            -            6,263                       26,119               (3,951)                  5,499                          22,932         28,431            3,336                25,095                       2009             2014       50 years
   TOTAL FOR GENERAL ACUTE CARE                                                                          -          112,300                    1,255,194               57,972                 110,171                       1,315,295      1,425,466          198,761             1,226,705

BROOKDALE SENIOR HOUSING COMMUNITIES

   Brookdale Chandler Ray Road               Chandler                     AZ                             -            2,000                        6,538                  178                   2,000                           6,716          8,716            2,070                 6,646                       1998             2011       35 years
   Brookdale Springs Mesa                    Mesa                         AZ                             -            2,747                       24,918                2,720                   2,751                          27,634         30,385           13,025                17,360                       1986             2005       35 years
   Brookdale East Arbor                      Mesa                         AZ                             -              655                        6,998                  489                     711                           7,431          8,142            3,582                 4,560                       1998             2005       35 years
   Brookdale Oro Valley                      Oro Valley                   AZ                             -              666                        6,169                    -                     666                           6,169          6,835            3,123                 3,712                       1998             2005       35 years
   Brookdale Peoria                          Peoria                       AZ                             -              598                        4,872                  723                     659                           5,534          6,193            2,603                 3,590                       1998             2005       35 years
   Brookdale Tempe                           Tempe                        AZ                             -              611                        4,066                  150                     611                           4,216          4,827            2,093                 2,734                       1997             2005       35 years
   Brookdale East Tucson                     Tucson                       AZ                             -              506                        4,745                   50                     556                           4,745          5,301            2,406                 2,895                       1998             2005       35 years
   Brookdale Anaheim                         Anaheim                      CA                             -            2,464                        7,908                   95                   2,464                           8,003         10,467            3,833                 6,634                       1977             2005       35 years
   Brookdale Redwood City                    Redwood City                 CA                             -            7,669                       66,691                  422                   7,719                          67,063         74,782           34,159                40,623                       1988             2005       35 years
   Brookdale San Jose                        San Jose                     CA                             -            6,240                       66,329               14,386                   6,250                          80,705         86,955           36,374                50,581                       1987             2005       35 years
   Brookdale San Marcos                      San Marcos                   CA                             -            4,288                       36,204                  235                   4,314                          36,413         40,727           18,666                22,061                       1987             2005       35 years
   Brookdale Tracy                           Tracy                        CA                             -            1,110                       13,296                  521                   1,110                          13,817         14,927            6,173                 8,754                       1986             2005       35 years
   Brookdale Boulder Creek                   Boulder                      CO                             -            1,290                       20,683                  782                   1,414                          21,341         22,755            6,152                16,603                       1985             2011       35 years
   Brookdale Vista Grande                    Colorado Springs             CO                             -              715                        9,279                    -                     715                           9,279          9,994            4,698                 5,296                       1997             2005       35 years
   Brookdale El Camino                       Pueblo                       CO                             -              840                        9,403                   76                     874                           9,445         10,319            4,773                 5,546                       1997             2005       35 years
   Brookdale Farmington                      Farmington                   CT                             -            3,995                       36,310                  958                   4,340                          36,923         41,263           18,531                22,732                       1984             2005       35 years
   Brookdale South Windsor                   South Windsor                CT                             -            2,187                       12,682                   88                   2,198                          12,759         14,957            6,097                 8,860                       1999             2004       35 years
   Brookdale Chatfield                       West Hartford                CT                             -            2,493                       22,833               23,729                   2,493                          46,562         49,055           15,041                34,014                       1989             2005       35 years
   Brookdale Bonita Springs                  Bonita Springs               FL                             -            1,540                       10,783                1,275                   1,594                          12,004         13,598            5,518                 8,080                       1989             2005       35 years
   Brookdale West Boynton Beach              Boynton Beach                FL                             -            2,317                       16,218                1,353                   2,347                          17,541         19,888            8,137                11,751                       1999             2005       35 years
   Brookdale Deer Creek AL/MC                Deerfield Beach              FL                             -            1,399                        9,791                   18                   1,399                           9,809         11,208            5,091                 6,117                       1999             2005       35 years
   Brookdale Fort Myers The Colony           Fort Myers                   FL                             -            1,510                        7,862                  398                   1,510                           8,260          9,770            2,333                 7,437                       1996             2011       35 years
   Brookdale Avondale                        Jacksonville                 FL                             -              860                       16,745                  140                     860                          16,885         17,745            4,762                12,983                       1997             2011       35 years
   Brookdale Crown Point                     Jacksonville                 FL                             -            1,300                        9,659                  611                   1,300                          10,270         11,570            2,888                 8,682                       1997             2011       35 years
   Brookdale Jensen Beach                    Jensen Beach                 FL                             -            1,831                       12,820                2,100                   1,831                          14,920         16,751            6,472                10,279                       1999             2005       35 years
   Brookdale Ormond Beach West               Ormond Beach                 FL                             -            1,660                        9,738                   27                   1,660                           9,765         11,425            2,820                 8,605                       1997             2011       35 years
   Brookdale Palm Coast                      Palm Coast                   FL                             -              470                        9,187                  235                     470                           9,422          9,892            2,669                 7,223                       1997             2011       35 years


                                      124
--------------------------------------------------------------------------------
                                                          Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                       Life on
                                                                                                                                                                                                                                                                                                                                        Which
                                                                                                                                                                    Costs                                                                                                                                                           Depreciation
                                                                                                                                                                 Capitalized                                                                                                                                                          in Income
                                                                     State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                             Year of               Year            Statement
                Property Name                      City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV            Construction           Acquired         Is Computed
   Brookdale Pensacola                     Pensacola                    FL                            -              633                        6,087                   11                     633                           6,098         6,731            3,086              3,645                       1998             2005      35 years
   Brookdale Rotonda                       Rotonda West                 FL                            -            1,740                        4,331                  282                   1,740                           4,613         6,353            1,536              4,817                       1997             2011      35 years
   Brookdale Centre Pointe Boulevard       Tallahassee                  FL                            -              667                        6,168                    -                     667                           6,168         6,835            3,123              3,712                       1998             2005      35 years
   Brookdale Tavares                       Tavares                      FL                            -              280                       15,980                   69                     280                          16,049        16,329            4,522             11,807                       1997             2011      35 years
   Brookdale West Melbourne MC             West Melbourne               FL                            -              586                        5,481                    -                     586                           5,481         6,067            2,775              3,292                       2000             2005      35 years
   Brookdale West Palm Beach               West Palm Beach              FL                            -            3,758                       33,072                3,762                   3,935                          36,657        40,592           17,139             23,453                       1990             2005      35 years
   Brookdale Winter Haven MC               Winter Haven                 FL                            -              232                        3,006                    -                     232                           3,006         3,238            1,522              1,716                       1997             2005      35 years
   Brookdale Winter Haven AL               Winter Haven                 FL                            -              438                        5,549                  183                     438                           5,732         6,170            2,831              3,339                       1997             2005      35 years
   Brookdale Twin Falls                    Twin Falls                   ID                            -              703                        6,153                1,099                     718                           7,237         7,955            3,321              4,634                       1997             2005      35 years
   Brookdale Lake Shore Drive              Chicago                      IL                            -           11,057                      107,517                7,721                  11,089                         115,206       126,295           56,926             69,369                       1990             2005      35 years
   Brookdale Lake View                     Chicago                      IL                            -            3,072                       26,668                    -                   3,072                          26,668        29,740           13,650             16,090                       1950             2005      35 years
   Brookdale Des Plaines                   Des Plaines                  IL                            -            6,871                       60,165                  (41)                  6,805                          60,190        66,995           30,777             36,218                       1993             2005      35 years
   Brookdale Hoffman Estates               Hoffman Estates              IL                            -            3,886                       44,130                4,702                   4,273                          48,445        52,718           22,773             29,945                       1987             2005      35 years
   Brookdale Lisle IL/AL                   Lisle                        IL                       33,000            7,953                       70,400                    -                   7,953                          70,400        78,353           35,944             42,409                       1990             2005      35 years
   Brookdale Northbrook                    Northbrook                   IL                            -            1,988                       39,762                  854                   2,076                          40,528        42,604           19,573             23,031                       1999             2004      35 years
   Brookdale Hawthorn Lakes IL/AL          Vernon Hills                 IL                            -            4,439                       35,044                  814                   4,480                          35,817        40,297           18,338             21,959                       1987             2005      35 years
   Brookdale Hawthorn Lakes AL             Vernon Hills                 IL                            -            1,147                       10,041                  401                   1,175                          10,414        11,589            5,163              6,426                       1999             2005      35 years
   Brookdale Richmond                      Richmond                     IN                            -              495                        4,124                  359                     555                           4,423         4,978            2,158              2,820                       1998             2005      35 years
   Brookdale Derby                         Derby                        KS                            -              440                        4,422                    -                     440                           4,422         4,862            1,299              3,563                       1994             2011      35 years
   Brookdale Leawood State Line            Leawood                      KS                            -              117                        5,127                  261                     117                           5,388         5,505            2,631              2,874                       2000             2005      35 years
   Brookdale Salina Fairdale               Salina                       KS                            -              300                        5,657                  150                     353                           5,754         6,107            1,681              4,426                       1996             2011      35 years
   Brookdale Topeka                        Topeka                       KS                            -              370                        6,825                    -                     370                           6,825         7,195            3,455              3,740                       2000             2005      35 years
   Brookdale Cushing Park                  Framingham                   MA                            -            5,819                       33,361                3,996                   5,872                          37,304        43,176           17,179             25,997                       1999             2004      35 years
   Brookdale Cape Cod                      Hyannis                      MA                            -            1,277                        9,063                  237                   1,277                           9,300        10,577            4,193              6,384                       1999             2005      35 years
   Brookdale Quincy Bay                    Quincy                       MA                            -            6,101                       57,862                3,713                   6,216                          61,460        67,676           29,724             37,952                       1986             2005      35 years
   Brookdale Delta MC                      Delta Township               MI                            -              730                       11,471                  119                     730                          11,590        12,320            3,298              9,022                       1998             2011      35 years
   Brookdale Delta AL                      Delta Township               MI                            -              820                        3,313                   30                     820                           3,343         4,163            1,327              2,836                       1998             2011      35 years
   Brookdale Farmington Hills North        Farmington Hills             MI                            -              580                       10,497                   91                     580                          10,588        11,168            3,369              7,799                       1994             2011      35 years
   Brookdale Farmington Hills North II     Farmington Hills             MI                            -              700                       10,246                    -                     700                          10,246        10,946            3,394              7,552                       1994             2011      35 years
   Brookdale Meridian AL                   Haslett                      MI                            -            1,340                        6,134                  288                   1,367                           6,395         7,762            1,910              5,852                       1998             2011      35 years
   Brookdale Grand Blanc MC                Holly                        MI                            -              450                       12,373                  105                     450                          12,478        12,928            3,572              9,356                       1998             2011      35 years
   Brookdale Grand Blanc AL                Holly                        MI                            -              620                       14,627                    -                     620                          14,627        15,247            4,211             11,036                       1998             2011      35 years
   Brookdale Northville                    Northville                   MI                            -              407                        6,068                  149                     407                           6,217         6,624            3,082              3,542                       1996             2005      35 years
   Brookdale Troy MC                       Troy                         MI                            -              630                       17,178                    -                     630                          17,178        17,808            4,900             12,908                       1998             2011      35 years
   Brookdale Troy AL                       Troy                         MI                            -              950                       12,503                  270                     950                          12,773        13,723            3,786              9,937                       1998             2011      35 years


                                      125
--------------------------------------------------------------------------------
                                                           Location                                                       Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                             Life on
                                                                                                                                                                                                                                                                                                                                              Which
                                                                                                                                                                       Costs                                                                                                                                                              Depreciation
                                                                                                                                                                    Capitalized                                                                                                                                                             in Income
                                                                        State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year              Statement
                Property Name                        City               Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired           is Computed
   Brookdale Utica AL                      Utica                           MI                            -            1,142                       11,808                  691                   1,142                          12,499        13,641            6,096               7,545                       1996              2005       35 years
   Brookdale Utica MC                      Utica                           MI                            -              700                        8,657                  351                     700                           9,008         9,708            2,712               6,996                       1995              2011       35 years
   Brookdale Eden Prairie                  Eden Prairie                    MN                            -              301                        6,228                  874                     332                           7,071         7,403            3,299               4,104                       1998              2005       35 years
   Brookdale Faribault                     Faribault                       MN                            -              530                        1,085                    -                     530                           1,085         1,615              378               1,237                       1997              2011       35 years
   Brookdale Inver Grove Heights           Inver Grove Heights             MN                            -              253                        2,655                    -                     253                           2,655         2,908            1,344               1,564                       1997              2005       35 years
   Brookdale Mankato                       Mankato                         MN                            -              490                          410                    -                     490                             410           900              262                 638                       1996              2011       35 years
   Brookdale Edina                         Minneapolis                     MN                       15,040            3,621                       33,141               22,975                   3,621                          56,116        59,737           21,058              38,679                       1998              2005       35 years
   Brookdale North Oaks                    North Oaks                      MN                            -            1,057                        8,296                1,312                   1,122                           9,543        10,665            4,421               6,244                       1998              2005       35 years
   Brookdale Plymouth                      Plymouth                        MN                            -              679                        8,675                  801                     823                           9,332        10,155            4,487               5,668                       1998              2005       35 years
   Brookdale Willmar                       Wilmar                          MN                            -              470                        4,833                    -                     470                           4,833         5,303            1,396               3,907                       1997              2011       35 years
   Brookdale Winona                        Winona                          MN                            -              800                        1,390                    -                     800                           1,390         2,190              803               1,387                       1997              2011       35 years
   Brookdale West County                   Ballwin                         MO                            -            3,100                       35,074                  323                   3,113                          35,384        38,497            7,232              31,265                       2012              2014       35 years
   Brookdale Evesham                       Voorhees Township               NJ                            -            3,158                       29,909                  343                   3,158                          30,252        33,410           15,164              18,246                       1987              2005       35 years
   Brookdale Westampton                    Westampton                      NJ                            -              881                        4,741                  829                     881                           5,570         6,451            2,563               3,888                       1997              2005       35 years
   Brookdale Santa Fe                      Santa Fe                        NM                            -                -                       28,178                    -                       -                          28,178        28,178           14,060              14,118                       1986              2005       35 years
   Brookdale Kenmore                       Buffalo                         NY                            -            1,487                       15,170                1,117                   1,487                          16,287        17,774            7,774              10,000                       1995              2005       35 years
   Brookdale Clinton IL                    Clinton                         NY                            -              947                        7,528                  643                     961                           8,157         9,118            3,911               5,207                       1991              2005       35 years
   Brookdale Manlius                       Manlius                         NY                            -              890                       28,237                  658                     190                          29,595        29,785            8,172              21,613                       1994              2011       35 years
   Brookdale Pittsford                     Pittsford                       NY                            -              611                        4,066                   16                     611                           4,082         4,693            2,064               2,629                       1997              2005       35 years
   Brookdale East Niskayuna                Schenectady                     NY                            -            1,021                        8,333                  715                   1,021                           9,048        10,069            4,374               5,695                       1997              2005       35 years
   Brookdale Niskayuna                     Schenectady                     NY                            -            1,884                       16,103                   30                   1,884                          16,133        18,017            8,160               9,857                       1996              2005       35 years
   Brookdale Summerfield                   Syracuse                        NY                            -            1,132                       11,434                  278                   1,246                          11,598        12,844            5,805               7,039                       1991              2005       35 years
   Brookdale Williamsville                 Williamsville                   NY                            -              839                        3,841                   60                     839                           3,901         4,740            1,960               2,780                       1997              2005       35 years
   Brookdale Cary                          Cary                            NC                            -              724                        6,466                    -                     724                           6,466         7,190            3,274               3,916                       1997              2005       35 years
   Brookdale Falling Creek                 Hickory                         NC                            -              330                       10,981                    -                     330                          10,981        11,311            3,146               8,165                       1997              2011       35 years
   Brookdale Winston-Salem                 Winston-Salem                   NC                            -              368                        3,497                  250                     368                           3,747         4,115            1,808               2,307                       1997              2005       35 years
   Brookdale Alliance                      Alliance                        OH                            -              392                        6,283                   49                     435                           6,289         6,724            3,185               3,539                       1998              2005       35 years
   Brookdale Austintown                    Austintown                      OH                            -              151                        3,087                  729                     181                           3,786         3,967            1,694               2,273                       1999              2005       35 years
   Brookdale Barberton                     Barberton                       OH                            -              440                       10,884                    -                     440                          10,884        11,324            3,120               8,204                       1997              2011       35 years
   Brookdale Beavercreek                   Beavercreek                     OH                            -              587                        5,381                    -                     587                           5,381         5,968            2,724               3,244                       1998              2005       35 years
   Brookdale Centennial Park               Clayton                         OH                            -              630                        6,477                    -                     630                           6,477         7,107            1,924               5,183                       1997              2011       35 years
   Brookdale Westerville                   Columbus                        OH                            -              267                        3,600                    -                     267                           3,600         3,867            1,823               2,044                       1999              2005       35 years
   Brookdale Greenville AL/MC              Greenville                      OH                            -              490                        4,144                   55                     545                           4,144         4,689            1,376               3,313                       1997              2011       35 years
   Brookdale Lakeview Crossing             Groveport                       OH                            -              705                       11,103                    -                     705                          11,103        11,808              150              11,658                       1998              2020       35 years
   Brookdale Camelot Medina (North)        Medina                          OH                            -              263                        6,602                    -                     263                           6,602         6,865              108               6,757                       1995              2020       35 years
   Brookdale Medina South                  Medina                          OH                            -              802                       22,124                    -                     802                          22,124        22,926              293                                           2000              2020       35 years
   Brookdale Mount Vernon                  Mount Vernon                    OH                            -              854                       22,882                    -                     854                          22,882        23,736              298                                           2002              2020       35 years
   Brookdale Salem AL (OH)                 Salem                           OH                            -              634                        4,659                    -                     634                           4,659         5,293            2,359               2,934                       1998              2005       35 years


                                      126
--------------------------------------------------------------------------------
                                                        Location                                                    Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                           Life on
                                                                                                                                                                                                                                                                                                                                            Which
                                                                                                                                                                 Costs                                                                                                                                                                  Depreciation
                                                                                                                                                              Capitalized                                                                                                                                                                 in Income
                                                                  State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                          Accumulated                                 Year of               Year              Statement
                Property Name                     City            Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements             Total         Depreciation            NBV              Construction           Acquired           is Computed
   Brookdale Springdale                    Springdale                OH                            -            1,140                        9,134                  656                   1,228                           9,702         10,930            2,702                  8,228                       1997              2011       35 years
   Brookdale Zanesville                    Zanesville                OH                            -              833                       12,034                    -                     833                          12,034         12,867              166                                              1996              2020       35 years
   Brookdale Bartlesville South            Bartlesville              OK                            -              250                       10,529                   35                     285                          10,529         10,814            2,995                  7,819                       1997              2011       35 years
   Brookdale Broken Arrow                  Broken Arrow              OK                            -              940                        6,312                6,435                   1,898                          11,789         13,687            3,851                  9,836                       1996              2011       35 years
   Brookdale Forest Grove                  Forest Grove              OR                            -            2,320                        9,633               (4,180)                  2,320                           5,453          7,773            2,913                  4,860                       1994              2011       35 years
   Brookdale Mt. Hood                      Gresham                   OR                            -            2,410                        9,093               (1,356)                    319                           9,828         10,147            2,845                  7,302                       1988              2011       35 years
   Brookdale McMinnville Town Center       McMinnville               OR                          119            1,230                        7,561                    -                   1,230                           7,561          8,791            2,583                  6,208                       1989              2011       35 years
   Brookdale Denton North                  Denton                    TX                            -            1,750                        6,712                   43                   1,750                           6,755          8,505            1,974                  6,531                       1996              2011       35 years
   Brookdale Ennis                         Ennis                     TX                            -              460                        3,284                    -                     460                           3,284          3,744            1,026                  2,718                       1996              2011       35 years
   Brookdale Kerrville                     Kerrville                 TX                            -              460                        8,548                  120                     460                           8,668          9,128            2,459                  6,669                       1997              2011       35 years
   Brookdale Medical Center Whitby         San Antonio               TX                            -            1,400                       10,051               (5,953)                  1,400                           4,098          5,498            2,794                  2,704                       1997              2011       35 years
   Brookdale Western Hills                 Temple                    TX                            -              330                        5,081                  230                     330                           5,311          5,641            1,568                  4,073                       1997              2011       35 years
   Brookdale Salem AL (VA)                 Salem                     VA                            -            1,900                       16,219                    -                   1,900                          16,219         18,119            8,097                 10,022                       1998              2011       35 years
   Brookdale Alderwood                     Lynnwood                  WA                            -            1,219                        9,573                  810                   1,239                          10,363         11,602            4,868                  6,734                       1999              2005       35 years
   Brookdale Puyallup South                Puyallup                  WA                            -            1,055                        8,298                  686                   1,055                           8,984         10,039            4,201                  5,838                       1998              2005       35 years
   Brookdale Richland                      Richland                  WA                            -              960                       23,270                  370                     960                          23,640         24,600            6,839                 17,761                       1990              2011       35 years
   Brookdale Park Place                    Spokane                   WA                            -            1,622                       12,895                  910                   1,622                          13,805         15,427            6,700                  8,727                       1915              2005       35 years
   Brookdale Allenmore AL                  Tacoma                    WA                            -              620                       16,186                  971                     671                          17,106         17,777            4,804                 12,973                       1997              2011       35 years
   Brookdale Allenmore - IL                Tacoma                    WA                            -            1,710                        3,326                 (622)                    307                           4,107          4,414            1,599                  2,815                       1988              2011       35 years
   Brookdale Yakima                        Yakima                    WA                            -              860                       15,276                  119                     891                          15,364         16,255            4,499                 11,756                       1998              2011       35 years
   Brookdale Kenosha                       Kenosha                   WI                            -              551                        5,431                3,297                     608                           8,671          9,279            3,836                  5,443                       2000              2005       35 years
   Brookdale LaCrosse MC                   La Crosse                 WI                            -              621                        4,056                1,126                     621                           5,182          5,803            2,452                  3,351                       2004              2005       35 years
   Brookdale LaCrosse AL                   La Crosse                 WI                            -              644                        5,831                2,637                     644                           8,468          9,112            3,886                  5,226                       1998              2005       35 years
   Brookdale Middleton Century Ave         Middleton                 WI                            -              360                        5,041                    -                     360                           5,041          5,401            1,462                  3,939                       1997              2011       35 years
   Brookdale Onalaska                      Onalaska                  WI                            -              250                        4,949                    -                     250                           4,949          5,199            1,427                  3,772                       1995              2011       35 years
   Brookdale Sun Prairie                   Sun Prairie               WI                            -              350                        1,131                    -                     350                           1,131          1,481              391                  1,090                       1994              2011       35 years

TOTAL FOR BROOKDALE SENIOR HOUSING

   COMMUNITIES                                                                                48,159          185,432                    1,810,548              120,817                 184,852                       1,931,945      2,116,797          799,971              1,316,826
   SUNRISE SENIOR HOUSING COMMUNITIES
   Sunrise of Chandler                     Chandler                  AZ                            -            4,344                       14,455                1,386                   4,459                          15,726         20,185            4,780                 15,405                       2007              2012       35 years
   Sunrise of Scottsdale                   Scottsdale                AZ                            -            2,229                       27,575                1,193                   2,255                          28,742         30,997           11,634                 19,363                       2007              2007       35 years
   Sunrise at River Road                   Tucson                    AZ                            -            2,971                       12,399                  970                   3,000                          13,340         16,340            3,823                 12,517                       2008              2012       35 years
   Sunrise at La Costa                     Carlsbad                  CA                            -            4,890                       20,590                1,985                   5,030                          22,435         27,465            9,658                 17,807                       1999              2007       35 years
   Sunrise of Carmichael                   Carmichael                CA                            -            1,269                       14,598                1,274                   1,310                          15,831         17,141            4,526                 12,615                       2009              2012       35 years
   Sunrise of Fair Oaks                    Fair Oaks                 CA                            -            1,456                       23,679                3,035                   2,557                          25,613         28,170           10,611                 17,559                       2001              2007       35 years
   Sunrise of Mission Viejo                Mission Viejo             CA                            -            3,802                       24,560                2,297                   4,125                          26,534         30,659           11,130                 19,529                       1998              2007       35 years
   Sunrise at Canyon Crest                 Riverside                 CA                            -            5,486                       19,658                2,418                   5,745                          21,817         27,562            9,280                 18,282                       2006              2007       35 years
   Sunrise of Rocklin                      Rocklin                   CA                            -            1,378                       23,565                1,786                   1,525                          25,204         26,729           10,351                 16,378                       2007              2007       35 years


                                      127
--------------------------------------------------------------------------------
                                                         Location                                                      Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                          Life on
                                                                                                                                                                                                                                                                                                                                           Which
                                                                                                                                                                    Costs                                                                                                                                                              Depreciation
                                                                                                                                                                 Capitalized                                                                                                                                                             in Income
                                                                     State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year              Statement
               Property Name                       City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired           is Computed
   Sunrise of San Mateo                   San Mateo                     CA                            -            2,682                       35,335                3,557                   2,742                          38,832        41,574           15,571              26,003                       1999              2007       35 years
   Sunrise of Sunnyvale                   Sunnyvale                     CA                            -            2,933                       34,361                2,256                   2,999                          36,551        39,550           14,743              24,807                       2000              2007       35 years
   Sunrise at Sterling Canyon             Valencia                      CA                            -            3,868                       29,293                5,211                   4,108                          34,264        38,372           15,149              23,223                       1998              2007       35 years
   Sunrise of Westlake Village            Westlake Village              CA                            -            4,935                       30,722                2,239                   5,038                          32,858        37,896           13,353              24,543                       2004              2007       35 years
   Sunrise at Yorba Linda                 Yorba Linda                   CA                            -            1,689                       25,240                2,601                   1,780                          27,750        29,530           11,460              18,070                       2002              2007       35 years
   Sunrise at Cherry Creek                Denver                        CO                            -            1,621                       28,370                3,697                   1,721                          31,967        33,688           12,825              20,863                       2000              2007       35 years
   Sunrise at Pinehurst                   Denver                        CO                            -            1,417                       30,885                2,301                   1,716                          32,887        34,603           13,870              20,733                       1998              2007       35 years
   Sunrise at Orchard                     Littleton                     CO                            -            1,813                       22,183                3,666                   1,853                          25,809        27,662           10,325              17,337                       1997              2007       35 years
   Sunrise of Westminster                 Westminster                   CO                            -            2,649                       16,243                2,548                   2,860                          18,580        21,440            7,928              13,512                       2000              2007       35 years
   Sunrise of Stamford                    Stamford                      CT                            -            4,612                       28,533                3,433                   5,029                          31,549        36,578           13,242              23,336                       1999              2007       35 years
   Sunrise of Jacksonville                Jacksonville                  FL                            -            2,390                       17,671                  652                   2,420                          18,293        20,713            4,912              15,801                       2009              2012       35 years
   Sunrise at Ivey Ridge                  Alpharetta                    GA                            -            1,507                       18,516                1,622                   1,517                          20,128        21,645            8,561              13,084                       1998              2007       35 years
   Sunrise of Huntcliff Summit I          Atlanta                       GA                            -            4,232                       66,161               19,970                   4,201                          86,162        90,363           40,106              50,257                       1987              2007       35 years
   Sunrise at Huntcliff Summit II         Atlanta                       GA                            -            2,154                       17,137                3,370                   2,160                          20,501        22,661            8,588              14,073                       1998              2007       35 years
   Sunrise at East Cobb                   Marietta                      GA                            -            1,797                       23,420                1,524                   1,806                          24,935        26,741           10,547              16,194                       1997              2007       35 years
   Sunrise of Barrington                  Barrington                    IL                            -              859                       15,085                  844                     892                          15,896        16,788            4,636              12,152                       2007              2012       35 years
   Sunrise of Bloomingdale                Bloomingdale                  IL                            -            1,287                       38,625                2,280                   1,382                          40,810        42,192           16,874              25,318                       2000              2007       35 years
   Sunrise of Buffalo Grove               Buffalo Grove                 IL                            -            2,154                       28,021                1,893                   2,339                          29,729        32,068           12,351              19,717                       1999              2007       35 years
   Sunrise of Lincoln Park                Chicago                       IL                            -            3,485                       26,687                4,622                   3,510                          31,284        34,794           12,107              22,687                       2003              2007       35 years
   Sunrise of Naperville                  Naperville                    IL                            -            1,946                       28,538                2,659                   2,624                          30,519        33,143           13,133              20,010                       1999              2007       35 years
   Sunrise of Palos Park                  Palos Park                    IL                            -            2,363                       42,205                1,371                   2,416                          43,523        45,939           17,862              28,077                       2001              2007       35 years
   Sunrise of Park Ridge                  Park Ridge                    IL                            -            5,533                       39,557                3,270                   5,707                          42,653        48,360           17,703              30,657                       1998              2007       35 years
   Sunrise of Willowbrook                 Willowbrook                   IL                            -            1,454                       60,738              (14,182)                  2,080                          45,930        48,010           24,031              23,979                       2000              2007       35 years
   Sunrise on Old Meridian                Carmel                        IN                            -            8,550                       31,746                1,499                   8,581                          33,214        41,795            9,491              32,304                       2009              2012       35 years
   Sunrise of Leawood                     Leawood                       KS                            -              651                       16,401                1,421                     878                          17,595        18,473            4,962              13,511                       2006              2012       35 years
   Sunrise of Overland Park               Overland Park                 KS                            -              650                       11,015                1,054                     807                          11,912        12,719            3,593               9,126                       2007              2012       35 years
   Sunrise of Baton Rouge                 Baton Rouge                   LA                            -            1,212                       23,547                2,197                   1,471                          25,485        26,956           10,537              16,419                       2000              2007       35 years
   Sunrise of Columbia                    Columbia                      MD                            -            1,780                       23,083                4,415                   1,918                          27,360        29,278           11,412              17,866                       1996              2007       35 years
   Sunrise of Rockville                   Rockville                     MD                            -            1,039                       39,216                2,945                   1,075                          42,125        43,200           17,150              26,050                       1997              2007       35 years
   Sunrise of Arlington                   Arlington                     MA                            -               86                       34,393                1,682                     107                          36,054        36,161           14,760              21,401                       2001              2007       35 years
   Sunrise of Norwood                     Norwood                       MA                            -            2,230                       30,968                2,383                   2,356                          33,225        35,581           13,628              21,953                       1997              2007       35 years
   Sunrise of Bloomfield                  Bloomfield Hills              MI                            -            3,736                       27,657                2,414                   3,927                          29,880        33,807           12,145              21,662                       2006              2007       35 years
   Sunrise of Cascade                     Grand Rapids                  MI                            -            1,273                       21,782                1,013                   1,370                          22,698        24,068            6,378              17,690                       2007              2012       35 years
   Sunrise of Northville                  Plymouth                      MI                            -            1,445                       26,090                1,849                   1,525                          27,859        29,384           11,512              17,872                       1999              2007       35 years
   Sunrise of Rochester                   Rochester                     MI                            -            2,774                       38,666                1,951                   2,854                          40,537        43,391           16,650              26,741                       1998              2007       35 years
   Sunrise of Troy                        Troy                          MI                            -            1,758                       23,727                2,710                   1,860                          26,335        28,195           10,368              17,827                       2001              2007       35 years
   Sunrise of Edina                       Edina                         MN                            -            3,181                       24,224                1,362                   3,305                          25,462        28,767           11,412              17,355                       1999              2007       35 years
   Sunrise of East Brunswick              East Brunswick                NJ                            -            2,784                       26,173                2,582                   3,040                          28,499        31,539           12,190              19,349                       1999              2007       35 years


                                      128
--------------------------------------------------------------------------------
                                                        Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                     Life on
                                                                                                                                                                                                                                                                                                                                      Which
                                                                                                                                                                  Costs                                                                                                                                                           Depreciation
                                                                                                                                                               Capitalized                                                                                                                                                          in Income
                                                                   State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                        Accumulated                             Year of               Year             Statement
               Property Name                     City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total        Depreciation          NBV            Construction         

Acquired is Computed

   Sunrise of Jackson                    Jackson                      NJ                            -            4,009                       15,029                1,015                   4,037                          16,016       20,053            4,817             15,236                       2008             2012       35 years
   Sunrise of Morris Plains              Morris Plains                NJ                            -            1,492                       32,052                3,063                   1,601                          35,006       36,607           14,384             22,223                       1997             2007       35 years
   Sunrise of Old Tappan                 Old Tappan                   NJ                            -            2,985                       36,795                3,247                   3,177                          39,850       43,027           16,082             26,945                       1997             2007       35 years
   Sunrise of Wall                       Wall Township                NJ                            -            1,053                       19,101                2,261                   1,088                          21,327       22,415            8,954             13,461                       1999             2007       35 years
   Sunrise of Wayne                      Wayne                        NJ                            -            1,288                       24,990                3,544                   1,373                          28,449       29,822           11,786             18,036                       1996             2007       35 years
   Sunrise of Westfield                  Westfield                    NJ                            -            5,057                       23,803                3,172                   5,185                          26,847       32,032           11,164             20,868                       1996             2007       35 years
   Sunrise of Woodcliff Lake             Woodcliff Lake               NJ                            -            3,493                       30,801                3,110                   3,692                          33,712       37,404           13,755             23,649                       2000             2007       35 years
   Sunrise of North Lynbrook             Lynbrook                     NY                            -            4,622                       38,087                3,461                   4,700                          41,470       46,170           17,189             28,981                       1999             2007       35 years
   Sunrise at Fleetwood                  Mount Vernon                 NY                            -            4,381                       28,434                2,948                   4,723                          31,040       35,763           13,401             22,362                       1999             2007       35 years
   Sunrise of New City                   New City                     NY                            -            1,906                       27,323                2,871                   1,998                          30,102       32,100           12,413             19,687                       1999             2007       35 years
   Sunrise of Smithtown                  Smithtown                    NY                            -            2,853                       25,621                3,925                   3,040                          29,359       32,399           12,669             19,730                       1999             2007       35 years
   Sunrise of Staten Island              Staten Island                NY                            -            7,237                       23,910                2,044                   7,292                          25,899       33,191           13,668             19,523                       2006             2007       35 years
   Sunrise on Providence                 Charlotte                    NC                            -            1,976                       19,472                3,031                   2,004                          22,475       24,479            9,471             15,008                       1999             2007       35 years
   Sunrise at North Hills                Raleigh                      NC                            -              749                       37,091                5,690                     849                          42,681       43,530           18,375             25,155                       2000             2007       35 years
   Sunrise at Parma                      Cleveland                    OH                            -              695                       16,641                1,613                     908                          18,041       18,949            7,663             11,286                       2000             2007       35 years
   Sunrise of Cuyahoga Falls             Cuyahoga Falls               OH                            -              626                       10,239                2,244                     862                          12,247       13,109            5,331              7,778                       2000             2007       35 years
   Sunrise of Abington                   Abington                     PA                            -            1,838                       53,660                6,462                   2,107                          59,853       61,960           24,719             37,241                       1997             2007       35 years
   Sunrise of Blue Bell                  Blue Bell                    PA                            -            1,765                       23,920                3,623                   1,928                          27,380       29,308           11,716             17,592                       2006             2007       35 years
   Sunrise of Exton                      Exton                        PA                            -            1,123                       17,765                2,518                   1,222                          20,184       21,406            8,570             12,836                       2000             2007       35 years
   Sunrise of Haverford                  Haverford                    PA                            -              941                       25,872                2,660                     990                          28,483       29,473           11,972             17,501                       1997             2007       35 years
   Sunrise of Granite Run                Media                        PA                            -            1,272                       31,781                2,770                   1,441                          34,382       35,823           14,240             21,583                       1997             2007       35 years
   Sunrise of Lower Makefield            Morrisville                  PA                            -            3,165                       21,337                  923                   3,174                          22,251       25,425            6,507             18,918                       2008             2012       35 years
   Sunrise of Westtown                   West Chester                 PA                            -            1,547                       22,996                2,166                   1,625                          25,084       26,709           10,882             15,827                       1999             2007       35 years
   Sunrise of Hillcrest                  Dallas                       TX                            -            2,616                       27,680                1,468                   2,626                          29,138       31,764           11,942             19,822                       2006             2007       35 years
   Sunrise of Fort Worth                 Fort Worth                   TX                            -            2,024                       18,587                1,462                   2,178                          19,895       22,073            5,826             16,247                       2007             2012       35 years
   Sunrise of Frisco                     Frisco                       TX                            -            2,523                       14,547                  987                   2,561                          15,496       18,057            4,262             13,795                       2009             2012       35 years
   Sunrise of Cinco Ranch                Katy                         TX                            -            2,512                       21,600                1,702                   2,600                          23,214       25,814            6,712             19,102                       2007             2012       35 years
   Sunrise at Holladay                   Holladay                     UT                            -            2,542                       44,771                1,516                   2,596                          46,233       48,829           12,936             35,893                       2008             2012       35 years
   Sunrise of Sandy                      Sandy                        UT                            -            2,576                       22,987                  522                   2,646                          23,439       26,085            9,660             16,425                       2007             2007       35 years
   Sunrise of Alexandria                 Alexandria                   VA                            -               88                       14,811                3,466                     244                          18,121       18,365            7,660             10,705                       1998             2007       35 years
   Sunrise of Richmond                   Richmond                     VA                            -            1,120                       17,446                1,325                   1,224                          18,667       19,891            8,079             11,812                       1999             2007       35 years
   Sunrise at Bon Air                    Richmond                     VA                            -            2,047                       22,079                1,270                   2,032                          23,364       25,396            6,779             18,617                       2008             2012       35 years
   Sunrise of Springfield                Springfield                  VA                            -            4,440                       18,834                2,888                   4,545                          21,617       26,162            9,332             16,830                       1997             2007       35 years
   Sunrise of Lynn Valley                Vancouver                    BC                            -           11,759                       37,424               (8,153)                  9,366                          31,664       41,030           12,957             28,073                       2002             2007       35 years
   Sunrise of Vancouver                  Vancouver                    BC                            -            6,649                       31,937                1,776                   6,662                          33,700       40,362           13,759             26,603                       2005             2007       35 years
   Sunrise of Victoria                   Victoria                     BC                            -            8,332                       29,970               (5,550)                  6,725                          26,027       32,752           10,806             21,946                       2001             2007       35 years
   Sunrise of Aurora                     Aurora                       ON                            -            1,570                       36,113               (6,537)                  1,347                          29,799       31,146           12,149             18,997                       2002             2007       35 years
   Sunrise of Burlington                 Burlington                   ON                            -            1,173                       24,448                1,535                   1,382                          25,774       27,156           10,712             16,444                       2001             2007       35 years


                                      129
--------------------------------------------------------------------------------
                                                          Location                                                       Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                               Life on
                                                                                                                                                                                                                                                                                                                                                Which
                                                                                                                                                                      Costs                                                                                                                                                                  Depreciation
                                                                                                                                                                   Capitalized                                                                                                                                                                in Income
                                                                      State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                           Accumulated                                  Year of               Year           Statement
               Property Name                       City               Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements              Improvements             Total          Depreciation             NBV              Construction           Acquired        is Computed
   Sunrise of Unionville                  Markham                        ON                             -            2,322                       41,140               (7,103)                  2,022                          34,337         36,359             14,171                 22,188                       2000             2007      35 years
   Sunrise of Mississauga                 Mississauga                    ON                             -            3,554                       33,631               (5,987)                  3,031                          28,167         31,198             11,767                 19,431                       2000             2007      35 years
   Sunrise of Erin Mills                  Mississauga                    ON                             -            1,957                       27,020               (4,821)                  1,573                          22,583         24,156              9,287                 14,869                       2007             2007      35 years
   Sunrise of Oakville                    Oakville                       ON                             -            2,753                       37,489                2,355                   2,955                          39,642         42,597             16,229                 26,368                       2002             2007      35 years
   Sunrise of Richmond Hill               Richmond Hill                  ON                             -            2,155                       41,254               (7,381)                  1,872                          34,156         36,028             14,052                 21,976                       2002             2007      35 years
   Sunrise of Thornhill                   Vaughan                        ON                             -            2,563                       57,513               (8,900)                  1,507                          49,669         51,176             18,985                 32,191                       2003             2007      35 years
   Sunrise of Windsor                     Windsor                        ON                             -            1,813                       20,882                2,034                   2,000                          22,729         24,729              9,411                 15,318                       2001             2007      35 years
   TOTAL FOR SUNRISE SENIOR HOUSING
   COMMUNITIES                                                                                          -          245,515                    2,532,176              147,460                 250,690                       2,674,461      2,925,151          1,079,059              1,846,092

ATRIA SENIOR HOUSING COMMUNITIES

   Atria Regency                          Mobile                         AL                             -              950                       11,897                1,945                   1,025                          13,767         14,792              5,356                  9,436                       1996             2011      35 years
   Atria Chandler Villas                  Chandler                       AZ                             -            3,650                        8,450                2,668                   3,785                          10,983         14,768              5,063                  9,705                       1988             2011      35 years
   Atria Park of Sierra Pointe            Scottsdale                     AZ                             -           10,930                       65,372                5,786                  11,021                          71,067         82,088             16,386                 65,702                       2000             2014      35 years
   Atria Campana del Rio                  Tucson                         AZ                             -            5,861                       37,284                3,478                   5,992                          40,631         46,623             14,693                 31,930                       1964             2011      35 years
   Atria Valley Manor                     Tucson                         AZ                             -            1,709                           60                1,115                   1,815                           1,069          2,884                759                  2,125                       1963             2011      35 years
   Atria Bell Court Gardens               Tucson                         AZ                             -            3,010                       30,969                2,737                   3,063                          33,653         36,716             11,201                 25,515                       1964             2011      35 years
   Atria Burlingame                       Burlingame                     CA                             -            2,494                       12,373                2,019                   2,601                          14,285         16,886              5,317                 11,569                       1977             2011      35 years
   Atria Las Posas                        Camarillo                      CA                             -            4,500                       28,436                1,599                   4,541                          29,994         34,535              9,849                 24,686                       1997             2011      35 years
   Atria Carmichael Oaks                  Carmichael                     CA                             -            2,118                       49,694                4,255                   2,356                          53,711         56,067             14,727                 41,340                       1992             2013      35 years
   Atria El Camino Gardens                Carmichael                     CA                             -            6,930                       32,318               16,026                   7,215                          48,059         55,274             19,289                 35,985                       1984             2011      35 years
   Villa Bonita                           Chula Vista                    CA                             -            2,700                        7,994                1,449                   1,658                          10,485         12,143              3,023                  9,120                       1989             2011      35 years
   Atria Covina                           Covina                         CA                             -              170                        4,131                1,029                     262                           5,068          5,330              2,205                  3,125                       1977             2011      35 years
   Atria Daly City                        Daly City                      CA                             -            3,090                       13,448                1,369                   3,116                          14,791         17,907              5,313                 12,594                       1975             2011      35 years
   Atria Covell Gardens                   Davis                          CA                             -            2,163                       39,657               13,087                   2,388                          52,519         54,907             20,532                 34,375                       1987             2011      35 years
   Atria Encinitas                        Encinitas                      CA                             -            5,880                        9,212                3,046                   5,952                          12,186         18,138              4,620                 13,518                       1984             2011      35 years
   Atria North Escondido                  Escondido                      CA                             -            1,196                        7,155                  852                   1,215                           7,988          9,203              2,247                  6,956                       2002             2014      35 years
   Atria Grass Valley                     Grass Valley                   CA                             -            1,965                       28,414                1,896                   2,059                          30,216         32,275              8,394                 23,881                       2000             2013      35 years
   Atria Golden Creek                     Irvine                         CA                             -            6,900                       23,544                3,307                   6,946                          26,805         33,751              9,249                 24,502                       1985             2011      35 years
   Atria Park of Lafayette                Lafayette                      CA                             -            5,679                       56,922                2,442                   6,463                          58,580         65,043             15,427                 49,616                       2007             2013      35 years
   Atria Del Sol                          Mission Viejo                  CA                             -            3,500                       12,458                8,907                   3,830                          21,035         24,865             10,019                 14,846                       1985             2011      35 years
   Atria Newport Plaza                    Newport Beach                  CA                             -            4,534                       32,912                1,601                   4,569                          34,478         39,047              3,658                 35,389                       1989             2017      35 years
   Atria Tamalpais Creek                  Novato                         CA                             -            5,812                       24,703                1,350                   5,838                          26,027         31,865              8,682                 23,183                       1978             2011      35 years
   Atria Park of Pacific Palisades        Pacific Palisades              CA                             -            4,458                       17,064                1,542                   4,489                          18,575         23,064              8,177                 14,887                       2001             2007      35 years
   Atria Palm Desert                      Palm Desert                    CA                             -            2,887                        9,843                1,760                   3,145                          11,345         14,490              6,211                  8,279                       1988             2011      35 years
   Atria Hacienda                         Palm Desert                    CA                             -            6,680                       85,900                4,324                   6,876                          90,028         96,904             28,182                 68,722                       1989             2011      35 years
   Atria Del Rey                          Rancho Cucamonga               CA                             -            3,290                       17,427                5,978                   3,477                          23,218         26,695             10,257                 16,438                       1987             2011      35 years
   Mission Hills                          Rancho Mirage                  CA                             -            1,610                        9,169                  798                   6,800                           4,777         11,577              1,717                  9,860                       1996             2014      35 years
   Atria Rocklin                          Rocklin                        CA                        17,864            4,427                       52,064                1,839                   4,507                          53,823         58,330             11,217                 47,113                       2001             2015      35 years


                                      130
--------------------------------------------------------------------------------
                                                          Location                                                         Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                           Life on
                                                                                                                                                                                                                                                                                                                                            Which
                                                                                                                                                                        Costs                                                                                                                                                            Depreciation
                                                                                                                                                                     Capitalized                                                                                                                                                          in Income
                                                                        State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
               Property Name                        City                Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   Atria La Jolla                        San Diego                         CA                             -            8,210                       46,315               (1,070)                  8,216                          45,239        53,455            4,821              48,634                       1984             2017      35 years
   Atria Penasquitos                     San Diego                         CA                             -            2,649                       24,067                2,325                   2,711                          26,330        29,041            2,729              26,312                       1991             2017      35 years
   Atria Collwood                        San Diego                         CA                             -              290                       10,650                1,566                     348                          12,158        12,506            4,660               7,846                       1976             2011      35 years
   Atria Rancho Park                     San Dimas                         CA                             -            4,066                       14,306                2,273                   4,625                          16,020        20,645            6,545              14,100                       1975             2011      35 years
   Regency of Evergreen Valley           San Jose                          CA                             -            6,800                        3,637                1,299                   2,707                           9,029        11,736            3,217               8,519                       1998             2011      35 years
   Atria Willow Glen                     San Jose                          CA                             -            8,521                       43,168                3,896                   8,627                          46,958        55,585           14,216              41,369                       1976             2011      35 years
   Atria San Juan                        San Juan Capistrano               CA                             -            5,110                       29,436                9,287                   5,353                          38,480        43,833           17,013              26,820                       1985             2011      35 years
   Atria Hillsdale                       San Mateo                         CA                             -            5,240                       15,956               29,714                   7,042                          43,868        50,910            7,720              43,190                       1986             2011      35 years
   Atria Santa Clarita                   Santa Clarita                     CA                             -            3,880                       38,366                1,853                   3,890                          40,209        44,099            8,612              35,487                       2001             2015      35 years
   Atria Sunnyvale                       Sunnyvale                         CA                             -            6,120                       30,068                5,456                   6,247                          35,397        41,644           12,938              28,706                       1977             2011      35 years
   Atria Park of Tarzana                 Tarzana                           CA                             -              960                       47,547                6,714                   5,861                          49,360        55,221           12,761              42,460                       2008             2013      35 years
   Atria Park of Vintage Hills           Temecula                          CA                             -            4,674                       44,341                3,582                   4,892                          47,705        52,597           13,486              39,111                       2000             2013      35 years
   Atria Park of Grand Oaks              Thousand Oaks                     CA                             -            5,994                       50,309                1,691                   6,069                          51,925        57,994           14,147              43,847                       2002             2013      35 years
   Atria Hillcrest                       Thousand Oaks                     CA                             -            6,020                       25,635               10,655                   6,624                          35,686        42,310           16,628              25,682                       1987             2011      35 years
   Atria Walnut Creek                    Walnut Creek                      CA                             -            6,910                       15,797               17,635                   7,642                          32,700        40,342           17,960              22,382                       1978             2011      35 years
   Atria Valley View                     Walnut Creek                      CA                             -            7,139                       53,914                3,287                   7,193                          57,147        64,340           25,830              38,510                       1977             2011      35 years
   Atria Longmont                        Longmont                          CO                             -            2,807                       24,877                1,528                   2,874                          26,338        29,212            7,837              21,375                       2009             2012      35 years
   Atria Darien                          Darien                            CT                             -              653                       37,587               12,387                   1,202                          49,425        50,627           18,589              32,038                       1997             2011      35 years
   Atria Larson Place                    Hamden                            CT                             -            1,850                       16,098                2,741                   1,889                          18,800        20,689            6,806              13,883                       1999             2011      35 years
   Atria Greenridge Place                Rocky Hill                        CT                             -            2,170                       32,553                2,898                   2,392                          35,229        37,621           11,351              26,270                       1998             2011      35 years
   Atria Stamford                        Stamford                          CT                             -            1,200                       62,432               20,362                   1,487                          82,507        83,994           26,793              57,201                       1975             2011      35 years
   Atria Crossroads Place                Waterford                         CT                             -            2,401                       36,495                8,089                   2,577                          44,408        46,985           16,966              30,019                       2000             2011      35 years
   Atria Hamilton Heights                West Hartford                     CT                             -            3,120                       14,674                4,118                   3,163                          18,749        21,912            8,054              13,858                       1904             2011      35 years
   Atria Windsor Woods                   Hudson                            FL                             -            1,610                       32,432                3,959                   1,744                          36,257        38,001           12,508              25,493                       1988             2011      35 years
   Atria Park of Baypoint Village        Hudson                            FL                             -            2,083                       28,841               10,180                   2,369                          38,735        41,104           15,605              25,499                       1986             2011      35 years
   Atria Park of San Pablo               Jacksonville                      FL                             -            1,620                       14,920                1,365                   1,660                          16,245        17,905            5,499              12,406                       1999             2011      35 years
   Atria Park of St. Joseph's            Jupiter                           FL                             -            5,520                       30,720                2,309                   5,579                          32,970        38,549            9,286              29,263                       2007             2013      35 years
   Atria Lady Lake                       Lady Lake                         FL                             -            3,752                       26,265              (14,417)                  3,769                          11,831        15,600            5,622               9,978                       2010             2015      35 years
   Atria Park of Lake Forest             Sanford                           FL                             -            3,589                       32,586                5,481                   4,104                          37,552        41,656           12,604              29,052                       2002             2011      35 years
   Atria Evergreen Woods                 Spring Hill                       FL                             -            2,370                       28,371                6,382                   2,574                          34,549        37,123           13,071              24,052                       1981             2011      35 years
   Atria North Point                     Alpharetta                        GA                        37,704            4,830                       78,318                3,689                   4,868                          81,969        86,837           19,856              66,981                       2007             2014      35 years
   Atria Buckhead                        Atlanta                           GA                             -            3,660                        5,274                1,501                   3,688                           6,747        10,435            3,021               7,414                       1996             2011      35 years
   Atria Park of Tucker                  Tucker                            GA                             -            1,103                       20,679                  870                   1,120                          21,532        22,652            6,008              16,644                       2000             2013      35 years
   Atria Park of Glen Ellyn              Glen Ellyn                        IL                             -            2,455                       34,064                  270                   2,748                          34,041        36,789           15,538              21,251                       2000             2007      35 years
   Atria Newburgh                        Newburgh                          IN                             -            1,150                       22,880                1,700                   1,155                          24,575        25,730            7,703              18,027                       1998             2011      35 years
   Atria Hearthstone East                Topeka                            KS                             -            1,150                       20,544                1,118                   1,241                          21,571        22,812            7,570              15,242                       1998             2011      35 years
   Atria Hearthstone West                Topeka                            KS                             -            1,230                       28,379                2,668                   1,267                          31,010        32,277           11,155              21,122                       1987             2011      35 years
   Atria Highland Crossing               Covington                         KY                             -            1,677                       14,393                1,859                   1,693                          16,236        17,929            6,272              11,657                       1988             2011      35 years


                                      131
--------------------------------------------------------------------------------
                                                            Location                                                        Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                             Life on
                                                                                                                                                                                                                                                                                                                                              Which
                                                                                                                                                                         Costs                                                                                                                                                             Depreciation
                                                                                                                                                                      Capitalized                                                                                                                                                           in Income
                                                                         State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                          Accumulated                              Year of               Year           Statement
                Property Name                        City                Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation           NBV             Construction           Acquired        is Computed
   Atria Summit Hills                      Crestview Hills                  KY                             -            1,780                       15,769                1,369                   1,812                          17,106        18,918             6,037              12,881                       1998             2011      35 years
   Atria Elizabethtown                     Elizabethtown                    KY                             -              850                       12,510                1,038                     884                          13,514        14,398             4,589               9,809                       1996             2011      35 years
   Atria St. Matthews                      Louisville                       KY                             -              939                        9,274                1,461                     968                          10,706        11,674             4,610               7,064                       1998             2011      35 years
   Atria Stony Brook                       Louisville                       KY                             -            1,860                       17,561                1,526                   1,953                          18,994        20,947             6,627              14,320                       1999             2011      35 years
   Atria Springdale                        Louisville                       KY                             -            1,410                       16,702                1,724                   1,451                          18,385        19,836             6,372              13,464                       1999             2011      35 years
   Atria Kennebunk                         Kennebunk                        ME                             -            1,090                       23,496                1,745                   1,159                          25,172        26,331             8,496              17,835                       1998             2011      35 years
   Atria Manresa                           Annapolis                        MD                             -            4,193                       19,000                2,511                   4,465                          21,239        25,704             7,368              18,336                       1920             2011      35 years
   Atria Salisbury                         Salisbury                        MD                             -            1,940                       24,500               (3,220)                  1,979                          21,241        23,220             7,991              15,229                       1995             2011      35 years
   Atria Marland Place                     Andover                          MA                             -            1,831                       34,592               19,905                   1,996                          54,332        56,328            25,066              31,262                       1996             2011      35 years
   Atria Longmeadow Place                  Burlington                       MA                             -            5,310                       58,021                2,305                   5,387                          60,249        65,636            18,432              47,204                       1998             2011      35 years
   Atria Fairhaven                         Fairhaven                        MA                             -            1,100                       16,093                1,391                   1,157                          17,427        18,584             5,587              12,997                       1999             2011      35 years
   Atria Woodbriar Place                   Falmouth                         MA                             -            4,630                       27,314                5,936                   6,433                          31,447        37,880             9,746              28,134                       2013             2013      35 years
   Atria Woodbriar Park                    Falmouth                         MA                             -            1,970                       43,693               21,590                   2,711                          64,542        67,253            24,349              42,904                       1975             2011      35 years
   Atria Draper Place                      Hopedale                         MA                             -            1,140                       17,794                1,953                   1,234                          19,653        20,887             6,681              14,206                       1998             2011      35 years
   Atria Merrimack Place                   Newburyport                      MA                             -            2,774                       40,645               24,722                   4,319                          63,822        68,141            12,969              55,172                       2000             2011      35 years
   Atria Marina Place                      Quincy                           MA                             -            2,590                       33,899                2,202                   2,780                          35,911        38,691            11,634              27,057                       1999             2011      35 years
   Atria Park of Ann Arbor                 Ann Arbor                        MI                             -            1,703                       15,857                2,124                   1,837                          17,847        19,684             8,105              11,579                       2001             2007      35 years
   Atria Kinghaven                         Riverview                        MI                             -            1,440                       26,260                3,840                   1,614                          29,926        31,540            10,094              21,446                       1987             2011      35 years
   Atria Seville                           Las Vegas                        NV                             -                -                          796                2,085                      26                           2,855         2,881             2,097                 784                       1999             2011      35 years
   Atria Summit Ridge                      Reno                             NV                             -                4                          407                  878                      27                           1,262         1,289               939                 350                       1997             2011      35 years
   Atria Cranford                          Cranford                         NJ                             -            8,260                       61,411                5,980                   8,420                          67,231        75,651            22,636              53,015                       1993             2011      35 years
   Atria Tinton Falls                      Tinton Falls                     NJ                             -            6,580                       13,258                1,966                   6,762                          15,042        21,804             6,133              15,671                       1999             2011      35 years
   Atria Shaker                            Albany                           NY                             -            1,520                       29,667                6,180                   1,652                          35,715        37,367            10,245              27,122                       1997             2011      35 years
   Atria Crossgate                         Albany                           NY                             -            1,080                       20,599                1,280                   1,100                          21,859        22,959             7,542              15,417                       1980             2011      35 years
   Atria Woodlands                         Ardsley                          NY                        43,744            7,660                       65,581                3,559                   7,718                          69,082        76,800            22,346              54,454                       2005             2011      35 years
   Atria Bay Shore                         Bay Shore                        NY                        15,275            4,440                       31,983                3,128                   4,453                          35,098        39,551            11,788              27,763                       1900             2011      35 years
   Atria Briarcliff Manor                  Briarcliff Manor                 NY                             -            6,560                       33,885                3,541                   6,725                          37,261        43,986            12,390              31,596                       1997             2011      35 years
   Atria Riverdale                         Bronx                            NY                             -            1,020                       24,149               16,674                   1,084                          40,759        41,843            18,224              23,619                       1999             2011      35 years
   Atria Delmar Place                      Delmar                           NY                             -            1,201                       24,850                1,249                   1,223                          26,077        27,300             6,450              20,850                       2004             2013      35 years
   Atria East Northport                    East Northport                   NY                             -            9,960                       34,467               20,194                  10,250                          54,371        64,621            19,574              45,047                       1996             2011      35 years
   Atria Glen Cove                         Glen Cove                        NY                             -            2,035                       25,190                1,594                   2,066                          26,753        28,819            14,990              13,829                       1997             2011      35 years
   Atria Great Neck                        Great Neck                       NY                             -            3,390                       54,051               28,881                   3,482                          82,840        86,322            25,162              61,160                       1998             2011      35 years
   Atria Cutter Mill                       Great Neck                       NY                             -            2,750                       47,919                3,865                   2,761                          51,773        54,534            16,113              38,421                       1999             2011      35 years
   Atria Huntington                        Huntington Station               NY                             -            8,190                        1,169                2,943                   8,232                           4,070        12,302             3,231               9,071                       1987             2011      35 years
   Atria Hertlin Place                     Lake Ronkonkoma                  NY                             -            7,886                       16,391                2,622                   7,889                          19,010        26,899             6,071              20,828                       2002             2012      35 years
   Atria Lynbrook                          Lynbrook                         NY                             -            3,145                        5,489               15,273                   3,176                          20,731        23,907             3,144              20,763                       1996             2011      35 years
   Atria Tanglewood                        Lynbrook                         NY                        22,705            4,120                       37,348                1,516                   4,145                          38,839        42,984            12,123              30,861                       2005             2011      35 years
   Atria West 86                           New York                         NY                             -               80                       73,685                7,786                     167                          81,384        81,551            27,323              54,228                       1998             2011      35 years


                                      132
--------------------------------------------------------------------------------
                                                         Location                                                        Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                         Life on
                                                                                                                                                                                                                                                                                                                                          Which
                                                                                                                                                                      Costs                                                                                                                                                            Depreciation
                                                                                                                                                                   Capitalized                                                                                                                                                          in Income
                                                                      State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
               Property Name                       City               Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   Atria on the Hudson                   Ossining                        NY                             -            8,123                       63,089                5,583                   8,217                          68,578        76,795           23,548              53,247                       1972             2011      35 years
   Atria Plainview                       Plainview                       NY                             -            2,480                       16,060                2,445                   2,666                          18,319        20,985            6,496              14,489                       2000             2011      35 years
   Atria Rye Brook                       Port Chester                    NY                             -            9,660                       74,936                3,632                   9,751                          78,477        88,228           24,361              63,867                       2004             2011      35 years
   Atria Kew Gardens                     Queens                          NY                             -            3,051                       66,013                9,460                   3,081                          75,443        78,524           25,005              53,519                       1999             2011      35 years
   Atria Forest Hills                    Queens                          NY                             -            2,050                       16,680                2,312                   2,074                          18,968        21,042            6,487              14,555                       2001             2011      35 years
   Atria on Roslyn Harbor                Roslyn                          NY                        65,000           12,909                       72,720                3,143                  12,974                          75,798        88,772           23,819              64,953                       2006             2011      35 years
   Atria Guilderland                     Slingerlands                    NY                             -            1,170                       22,414                1,027                   1,210                          23,401        24,611            7,540              17,071                       1950             2011      35 years
   Atria South Setauket                  South Setauket                  NY                             -            8,450                       14,534                2,347                   8,842                          16,489        25,331            7,528              17,803                       1967             2011      35 years
   Atria Southpoint Walk                 Durham                          NC                             -            2,130                       25,920                1,673                   2,135                          27,588        29,723            7,806              21,917                       2009             2013      35 years
   Atria Oakridge                        Raleigh                         NC                             -            1,482                       28,838                1,803                   1,519                          30,604        32,123            8,750              23,373                       2009             2013      35 years
   Atria Bethlehem                       Bethlehem                       PA                             -            2,479                       22,870                1,466                   2,500                          24,315        26,815            8,353              18,462                       1998             2011      35 years
   Atria Center City                     Philadelphia                    PA                             -            3,460                       18,291               18,490                   3,535                          36,706        40,241           13,623              26,618                       1964             2011      35 years
   Atria South Hills                     Pittsburgh                      PA                             -              880                       10,884                1,187                     940                          12,011        12,951            4,512               8,439                       1998             2011      35 years
   Atria Bay Spring Village              Barrington                      RI                             -            2,000                       33,400                3,245                   2,103                          36,542        38,645           13,037              25,608                       2000             2011      35 years
   Atria Harborhill                      East Greenwich                  RI                             -            2,089                       21,702                2,003                   2,186                          23,608        25,794            8,175              17,619                       1835             2011      35 years
   Atria Lincoln Place                   Lincoln                         RI                             -            1,440                       12,686                1,615                   1,475                          14,266        15,741            5,461              10,280                       2000             2011      35 years
   Atria Aquidneck Place                 Portsmouth                      RI                             -            2,810                       31,623                1,358                   2,814                          32,977        35,791           10,251              25,540                       1999             2011      35 years
   Atria Forest Lake                     Columbia                        SC                             -              670                       13,946                1,211                     693                          15,134        15,827            4,988              10,839                       1999             2011      35 years
   Atria Weston Place                    Knoxville                       TN                             -              793                        7,961                1,655                     969                           9,440        10,409            3,559               6,850                       1993             2011      35 years
   Atria at the Arboretum                Austin                          TX                             -            8,280                       61,764                3,715                   8,377                          65,382        73,759           18,129              55,630                       2009             2012      35 years
   Atria Carrollton                      Carrollton                      TX                         5,108              360                       20,465                1,882                     370                          22,337        22,707            7,588              15,119                       1998             2011      35 years
   Atria Grapevine                       Grapevine                       TX                             -            2,070                       23,104                2,109                   2,092                          25,191        27,283            8,020              19,263                       1999             2011      35 years
   Atria Westchase                       Houston                         TX                             -            2,318                       22,278                1,653                   2,347                          23,902        26,249            8,030              18,219                       1999             2011      35 years
   Atria Cinco Ranch                     Katy                            TX                             -            3,171                       73,287                2,195                   3,201                          75,452        78,653           14,713              63,940                       2010             2015      35 years
   Atria Kingwood                        Kingwood                        TX                             -            1,170                        4,518                1,141                   1,213                           5,616         6,829            2,397               4,432                       1998             2011      35 years
   Atria at Hometown                     North Richland Hills            TX                             -            1,932                       30,382                3,130                   1,963                          33,481        35,444            9,642              25,802                       2007             2013      35 years
   Atria Canyon Creek                    Plano                           TX                             -            3,110                       45,999                3,932                   3,148                          49,893        53,041           14,590              38,451                       2009             2013      35 years
   Atria Cypresswood                     Spring                          TX                             -              880                        9,192                  680                     984                           9,768        10,752            3,938               6,814                       1996             2011      35 years
   Atria Sugar Land                      Sugar Land                      TX                             -              970                       17,542                1,110                     980                          18,642        19,622            6,211              13,411                       1999             2011      35 years
   Atria Copeland                        Tyler                           TX                             -            1,879                       17,901                2,239                   1,913                          20,106        22,019            6,642              15,377                       1997             2011      35 years
   Atria Willow Park                     Tyler                           TX                             -              920                       31,271                2,041                     986                          33,246        34,232           11,078              23,154                       1985             2011      35 years
   Atria Virginia Beach                  Virginia Beach                  VA                             -            1,749                       33,004                1,162                   1,815                          34,100        35,915           11,130              24,785                       1998             2011      35 years
   Arbour Lake                           Calgary                         AB                             -            2,512                       39,188               (2,110)                  2,304                          37,286        39,590            8,334              31,256                       2003             2014      35 years
   Canyon Meadows                        Calgary                         AB                             -            1,617                       30,803               (1,473)                  1,483                          29,464        30,947            6,879              24,068                       1995             2014      35 years
   Churchill Manor                       Edmonton                        AB                             -            2,865                       30,482               (1,423)                  2,627                          29,297        31,924            6,693              25,231                       1999             2014      35 years
   The View at Lethbridge                Lethbridge                      AB                             -            2,503                       24,770               (1,135)                  2,306                          23,832        26,138            5,791              20,347                       2007             2014      35 years
   Victoria Park                         Red Deer                        AB                             -            1,188                       22,554                 (268)                  1,087                          22,387        23,474            5,565              17,909                       1999             2014      35 years
   Ironwood Estates                      St. Albert                      AB                             -            3,639                       22,519                 (462)                  3,360                          22,336        25,696            5,574              20,122                       1998             2014      35 years


                                      133
--------------------------------------------------------------------------------
                                                            Location                                                         Initial Cost to Company                                            Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                                      Life on
                                                                                                                                                                                                                                                                                                                                                       Which
                                                                                                                                                                           Costs                                                                                                                                                                    Depreciation
                                                                                                                                                                        Capitalized                                                                                                                                                                  in Income
                                                                         State /                                      Land and               Buildings and              Subsequent                Land and                Buildings and                            Accumulated                                  Year of               Year           Statement
                Property Name                        City                Province           Encumbrances            Improvements             Improvements             to Acquisition1           Improvements               Improvements             Total          Depreciation             NBV              Construction           Acquired        is Computed
   Longlake Chateau                        Nanaimo                          BC                             -             1,874                        22,910                 (761)                   1,717                           22,306         24,023              5,661                 18,362                       1990             2014      35 years
   Prince George Chateau                   Prince George                    BC                             -             2,066                        22,761                 (786)                   1,891                           22,150         24,041              5,493                 18,548                       2005             2014      35 years
   The Victorian                           Victoria                         BC                             -             3,419                        16,351                 (132)                   3,162                           16,476         19,638              4,406                 15,232                       1988             2014      35 years
   The Victorian at McKenzie               Victoria                         BC                             -             4,801                        25,712                 (709)                   4,394                           25,410         29,804              6,251                 23,553                       2003             2014      35 years
   Riverheights Terrace                    Brandon                          MB                             -               799                        27,708                 (750)                     735                           27,022         27,757              6,492                 21,265                       2001             2014      35 years
   Amber Meadow                            Winnipeg                         MB                             -             3,047                        17,821                  (22)                   2,789                           18,057         20,846              5,118                 15,728                       2000             2014      35 years
   The Westhaven                           Winnipeg                         MB                             -               871                        23,162                 (222)                     829                           22,982         23,811              5,611                 18,200                       1988             2014      35 years
   Ste. Anne's Court                       Fredericton                      NB                             -             1,221                        29,626               (1,216)                   1,129                           28,502         29,631              6,787                 22,844                       2002             2014      35 years
   Chateau de Champlain                    St. John                         NB                             -               796                        24,577                 (324)                     746                           24,303         25,049              6,121                 18,928                       2002             2014      35 years
   The Court at Brooklin                   Brooklin                         ON                             -             2,515                        35,602               (1,118)                   2,539                           34,460         36,999              7,905                 29,094                       2004             2014      35 years
   Burlington Gardens                      Burlington                       ON                             -             7,560                        50,744               (3,211)                   6,925                           48,168         55,093             10,423                 44,670                       2008             2014      35 years
   The Court at Rushdale                   Hamilton                         ON                             -             1,799                        34,633               (1,486)                   1,643                           33,303         34,946              7,735                 27,211                       2004             2014      35 years
   Kingsdale Chateau                       Kingston                         ON                             -             2,221                        36,272               (1,440)                   2,097                           34,956         37,053              8,044                 29,009                       2000             2014      35 years
   The Court at Barrhaven                  Nepean                           ON                             -             1,778                        33,922               (1,241)                   1,685                           32,774         34,459              7,818                 26,641                       2004             2014      35 years
   Crystal View Lodge                      Nepean                           ON                             -             1,587                        37,243                 (799)                   1,669                           36,362         38,031              8,277                 29,754                       2000             2014      35 years
   Stamford Estates                        Niagara Falls                    ON                             -             1,414                        29,439               (1,145)                   1,291                           28,417         29,708              6,498                 23,210                       2005             2014      35 years
   Sherbrooke Heights                      Peterborough                     ON                             -             2,485                        33,747               (1,250)                   2,277                           32,705         34,982              7,745                 27,237                       2001             2014      35 years
   Anchor Pointe                           St. Catharines                   ON                             -             8,214                        24,056                 (349)                   7,544                           24,377         31,921              6,128                 25,793                       2000             2014      35 years
   The Court at Pringle Creek              Whitby                           ON                             -             2,965                        39,206               (2,347)                   2,780                           37,044         39,824              8,495                 31,329                       2002             2014      35 years
   La Residence Steger                     Saint-Laurent                    QC                             -             1,995                        10,926                1,542                    1,926                           12,537         14,463              3,906                 10,557                       1999             2014      35 years
   Mulberry Estates                        Moose Jaw                        SK                             -             2,173                        31,791               (1,371)                   2,094                           30,499         32,593              7,219                 25,374                       2003             2014      35 years
   Queen Victoria Estates                  Regina                           SK                             -             3,018                        34,109               (1,523)                   2,770                           32,834         35,604              7,644                 27,960                       2000             2014      35 years
   Primrose Chateau                        Saskatoon                        SK                             -             2,611                        32,729                 (899)                   2,459                           31,982         34,441              7,458                 26,983                       1996             2014      35 years
   Amberwood                               Port Richey                   Florida                           -             1,320                             -                    -                    1,320                                -          1,320                  -                  1,320                        N/A             2011        N/A
   Atria Development & Construction Fees                                                                   -                 -                           163                    -                        -                              163            163                  -                    163                        CIP              CIP        CIP
   TOTAL FOR ATRIA SENIOR HOUSING
   COMMUNITIES                                                                                       207,400           535,915                     4,731,839              568,954                  556,362                        5,280,346      5,836,708          1,657,519              4,179,189

OTHER SENIOR HOUSING COMMUNITIES

   Elmcroft of Grayson Valley              Birmingham                       AL                             -             1,040                        19,145               (4,072)                   1,046                           15,067         16,113              6,102                 10,011                       2000             2011      35 years
   Elmcroft of Byrd Springs                Hunstville                       AL                             -             1,720                        11,270                1,443                    1,729                           12,704         14,433              4,253                 10,180                       1999             2011      35 years
   Elmcroft of Heritage Woods              Mobile                           AL                             -             1,020                        10,241                1,217                    1,027                           11,451         12,478              3,814                  8,664                       2000             2011      35 years
   Rosewood Manor                          Scottsboro                       AL                             -               680                         4,038                    -                      680                            4,038          4,718              1,202                  3,516                       1998             2011      35 years
   Chandler Memory Care Community          Chandler                         AZ                             -             2,910                         8,882                  184                    3,094                            8,882         11,976              2,681                  9,295                       2012             2012      35 years
   Silver Creek Inn Memory Care Community  Gilbert                          AZ                             -               890                         5,918                    -                      890                            5,918          6,808              1,664                  5,144                       2012             2012      35 years
   Prestige Assisted Living at Green       Green Valley                     AZ                             -             1,227                        13,977                    -                    1,227                           13,977         15,204              2,779                 12,425                       1998             2014      35 years
   Valley


                                      134
--------------------------------------------------------------------------------
                                                          Location                                                        Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                          Life on
                                                                                                                                                                                                                                                                                                                                           Which
                                                                                                                                                                       Costs                                                                                                                                                            Depreciation
                                                                                                                                                                    Capitalized                                                                                                                                                          in Income
                                                                       State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
               Property Name                        City               Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   Prestige Assisted Living at Lake       Lake Havasu                     AZ                             -              594                       14,792                    -                     594                          14,792        15,386            2,925              12,461                       1999             2014      35 years
   Havasu City
   Arbor Rose                             Mesa                            AZ                             -            1,100                       11,880                2,434                   1,100                          14,314        15,414            5,874               9,540                       1999             2011      35 years
   The Stratford                          Phoenix                         AZ                             -            1,931                       33,576                1,221                   1,931                          34,797        36,728            6,765              29,963                       2001             2014      35 years
   Amber Creek Inn Memory Care            Scottsdale                      AZ                             -            2,310                        6,322                  677                   2,185                           7,124         9,309            1,236               8,073                       1986             2011      35 years
   Prestige Assisted Living at Sierra     Sierra Vista                    AZ                             -              295                       13,224                    -                     295                          13,224        13,519            2,610              10,909                       1999             2014      35 years
   Vista
   Rock Creek Memory Care Community       Surprise                        AZ                         9,687              826                       16,353                    3                     826                          16,356        17,182            1,666              15,516                       2017             2017      35 years
   Elmcroft of Tempe                      Tempe                           AZ                             -            1,090                       12,942                1,846                   1,098                          14,780        15,878            4,861              11,017                       1999             2011      35 years
   Elmcroft of River Centre               Tucson                          AZ                             -            1,940                        5,195                1,374                   1,940                           6,569         8,509            2,549               5,960                       1999             2011      35 years
   West Shores                            Hot Springs                     AR                             -            1,326                       10,904                2,091                   1,326                          12,995        14,321            5,572               8,749                       1988             2005      35 years
   Elmcroft of Maumelle                   Maumelle                        AR                             -            1,252                        7,601                  682                   1,359                           8,176         9,535            3,346               6,189                       1997             2006      35 years
   Elmcroft of Mountain Home              Mountain Home                   AR                             -              204                        8,971                  521                     204                           9,492         9,696            3,889               5,807                       1997             2006      35 years
   Elmcroft of Sherwood                   Sherwood                        AR                             -            1,320                        5,693                  623                   1,323                           6,313         7,636            2,603               5,033                       1997             2006      35 years
   Sierra Ridge Memory Care               Auburn                          CA                             -              681                        6,071                    -                     681                           6,071         6,752            1,211               5,541                       2011             2014      35 years
   Careage Banning                        Banning                         CA                             -            2,970                       16,037                    -                   2,970                          16,037        19,007            5,038              13,969                       2004             2011      35 years
   Las Villas Del Carlsbad                Carlsbad                        CA                             -            1,760                       30,469                5,561                   1,890                          35,900        37,790           13,124              24,666                       1987             2006      35 years
   Prestige Assisted Living at Chico      Chico                           CA                             -            1,069                       14,929                    -                   1,069                          14,929        15,998            2,962              13,036                       1998             2014      35 years
   The Meadows Senior Living              Elk Grove                       CA                             -            1,308                       19,667                    -                   1,308                          19,667        20,975            3,868              17,107                       2003             2014      35 years
   Alder Bay Assisted Living              Eureka                          CA                             -            1,170                        5,228                  (70)                  1,170                           5,158         6,328            1,729               4,599                       1997             2011      35 years
   Cedarbrook                             Fresno                          CA                             -            1,652                       12,613                    -                   1,652                          12,613        14,265            1,625              12,640                       2014             2017      35 years
   Elmcroft of La Mesa                    La Mesa                         CA                             -            2,431                        6,101               (1,369)                  2,431                           4,732         7,163            2,536               4,627                       1997             2006      35 years
   Grossmont Gardens                      La Mesa                         CA                             -            9,104                       59,349                3,631                   9,115                          62,969        72,084           25,444              46,640                       1964             2006      35 years
   Palms, The                             La Mirada                       CA                             -            2,700                       43,919                 (260)                  2,700                          43,659        46,359            9,321              37,038                       1990             2013      35 years
   Prestige Assisted Living at Lancaster  Lancaster                       CA                             -              718                       10,459                    -                     718                          10,459        11,177            2,075               9,102                       1999             2014      35 years
   Prestige Assisted Living at Marysville Marysville                      CA                             -              741                        7,467                    -                     741                           7,467         8,208            1,487               6,721                       1999             2014      35 years
   Mountview Retirement Residence         Montrose                        CA                             -            1,089                       15,449                3,208                   1,089                          18,657        19,746            6,603              13,143                       1974             2006      35 years
   Redwood Retirement                     Napa                            CA                             -            2,798                       12,639                  133                   2,798                          12,772        15,570            2,711              12,859                       1986             2013      35 years
   Prestige Assisted Living at Oroville   Oroville                        CA                             -              638                        8,079                    -                     638                           8,079         8,717            1,605               7,112                       1999             2014      35 years
   Valencia Commons                       Rancho Cucamonga                CA                             -            1,439                       36,363                 (418)                  1,439                          35,945        37,384            7,687              29,697                       2002             2013      35 years
   Shasta Estates                         Redding                         CA                             -            1,180                       23,463                  (58)                  1,180                          23,405        24,585            4,983              19,602                       2009             2013      35 years
   The Vistas                             Redding                         CA                             -            1,290                       22,033                    -                   1,290                          22,033        23,323            6,561              16,762                       2007             2011      35 years
   Elmcroft of Point Loma                 San Diego                       CA                             -            2,117                        6,865               (1,416)                     16                           7,550         7,566            2,935               4,631                       1999             2006      35 years
   Villa Santa Barbara                    Santa Barbara                   CA                             -            1,219                       12,426                5,357                   1,219                          17,783        19,002            6,522              12,480                       1977             2005      35 years
   Oak Terrace Memory Care                Soulsbyville                    CA                             -            1,146                        5,275                    -                   1,146                           5,275         6,421            1,067               5,354                       1999             2014      35 years
   Skyline Place Senior Living            Sonora                          CA                             -            1,815                       28,472                    -                   1,815                          28,472        30,287            5,620              24,667                       1996             2014      35 years
   Eagle Lake Village                     Susanville                      CA                             -            1,165                        6,719                    -                   1,165                           6,719         7,884            1,778               6,106                       2006             2012      35 years
   Bonaventure, The                       Ventura                         CA                             -            5,294                       32,747                 (496)                  5,294                          32,251        37,545            6,936              30,609                       2005             2013      35 years
   Sterling Inn                           Victorville                    
CA                        12,558              733                       18,564                6,925                     733                          25,489        26,222            2,514              23,708                       1992             2017      35 years


                                      135
--------------------------------------------------------------------------------
                                                                Location                                                      Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                          Life on
                                                                                                                                                                                                                                                                                                                                           Which
                                                                                                                                                                           Costs                                                                                                                                                        Depreciation
                                                                                                                                                                        Capitalized                                                                                                                                                      in Income
                                                                            State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                       Accumulated                            Year of               Year           Statement
                  Property Name                          City               Province           Encumbrances          Improvements            
Improvements            to Acquisition1          Improvements              Improvements           Total        Depreciation         NBV            Construction           Acquired        is Computed
   Sterling Commons                             Victorville                    CA                        5,850              768                       13,124                    -                     768                          13,124      13,892            1,632            12,260                       1994             2017      35 years
   Prestige Assisted Living at Visalia          Visalia                        CA                            -            1,300                        8,378                    -                   1,300                           8,378       9,678            1,679             7,999                       1998             2014      35 years
   Highland Trail                               Broomfield                     CO                            -            2,511                       26,431                 (370)                  2,511                          26,061      28,572            5,596            22,976                       2009             2013      35 years
   Caley Ridge                                  Englewood                      CO                            -            1,157                       13,133                    -                   1,157                          13,133      14,290            3,476            10,814                       1999             2012      35 years
   Garden Square at Westlake                    Greeley                        CO                            -              630                        8,211                    -                     630                           8,211       8,841            2,530             6,311                       1998             2011      35 years
   Garden Square of Greeley                     Greeley                        CO                            -              330                        2,735                    -                     330                           2,735       3,065              848             2,217                       1995             2011      35 years
   Lakewood Estates                             Lakewood                       CO                            -            1,306                       21,137                   (2)                  1,306                          21,135      22,441            4,508            17,933                       1988             2013      35 years
   Sugar Valley Estates                         Loveland                       CO                            -            1,255                       21,837                 (240)                  1,255                          21,597      22,852            4,627            18,225                       2009             2013      35 years
   Devonshire Acres                             Sterling                       CO                            -              950                       10,092                  555                     965                          10,632      11,597            3,481             8,116                       1979             2011      35 years
   The Hearth at Gardenside                     Branford                       CT                            -            7,000                       31,518                    -                   7,000                          31,518      38,518            9,377            29,141                       1999             2011      35 years
   The Hearth at Tuxis Pond                     Madison                        CT                            -            1,610                       44,322                    -                   1,610                          44,322      45,932           12,695            33,237                       2002             2011      35 years
   White Oaks                                   Manchester                     CT                            -            2,584                       34,507                 (474)                  2,584                          34,033      36,617            7,302            29,315                       2007             2013      35 years
   Hampton Manor Belleview                      Belleview                      FL                            -              390                        8,337                  100                     390                           8,437       8,827            2,539             6,288                       1988             2011      35 years
   Sabal House                                  Cantonment                     FL                            -              430                        5,902                    -                     430                           5,902       6,332            1,760             4,572                       1999             2011      35 years
   Bristol Park of Coral Springs                Coral Springs                  FL                            -            3,280                       11,877                2,372                   3,280                          14,249      17,529            4,077            13,452                       1999             2011      35 years
   Stanley House                                Defuniak Springs               FL                            -              410                        5,659                    -                     410                           5,659       6,069            1,685             4,384                       1999             2011      35 years
   Barrington Terrace of Ft. Myers              Fort Myers                     FL                            -            2,105                       18,190                1,659                   2,110                          19,844      21,954            4,860            17,094                       2001             2015      35 years
   The Peninsula                                Hollywood                      FL                            -            3,660                        9,122                1,416                   3,660                          10,538      14,198            3,499            10,699                       1972             2011      35 years
   Elmcroft of Timberlin Parc                   Jacksonville                   FL                            -              455                        5,905                  641                     455                           6,546       7,001            2,714             4,287                       1998             2006      35 years
   Forsyth House                                Milton                         FL                            -              610                        6,503                    -                     610                           6,503       7,113            1,923             5,190                       1999             2011      35 years
   Barrington Terrace of Naples                 Naples                         FL                            -            2,596                       18,716                1,750                   2,610                          20,452      23,062            4,535            18,527                       2004             2015      35 years
   The Carlisle Naples                          Naples                         FL                            -            8,406                       78,091                    -                   8,406                          78,091      86,497           22,458            64,039                       1998             2011      35 years
   Naples ALZ Development                       Naples                         FL                            -            2,983                            -                    -                   2,983                               -       2,983                -             2,983                        CIP              CIP         CIP
   Hampton Manor at 24th Road                   Ocala                          FL                            -              690                        8,767                  121                     690                           8,888       9,578            2,613             6,965                       1996             2011      35 years
   Hampton Manor at Deerwood                    Ocala                          FL                            -              790                        5,605                3,818                     983                           9,230      10,213            2,550             7,663                       2005             2011      35 years
   Las Palmas                                   Palm Coast                     FL                            -              984                       30,009                 (219)                    984                          29,790      30,774            6,358            24,416                       2009             2013      35 years
   Elmcroft of Pensacola                        Pensacola                      FL                            -            2,230                        2,362                  997                   2,240                           3,349       5,589            1,143             4,446                       1999             2011      35 years
   Magnolia House                               Quincy                         FL                            -              400                        5,190                    -                     400                           5,190       5,590            1,567             4,023                       1999             2011      35 years
   Elmcroft of Tallahassee                      Tallahassee                    FL                            -            2,430                       17,745                  435                   2,448                          18,162      20,610            5,465            15,145                       1999             2011      35 years
   Tallahassee Memory Care                      Tallahassee                    FL                            -              640                        8,013               (5,473)                    653                           2,527       3,180            2,153             1,027                       1999             2011      35 years
   Bristol Park of Tamarac                      Tamarac                        FL                            -            3,920                       14,130                2,207                   3,920                          16,337      20,257            4,720            15,537                       2000             2011      35 years
   Elmcroft of Carrolwood                       Tampa                          FL                            -            5,410                       20,944               (7,544)                  5,417                          13,393      18,810            6,992            11,818                       2001             2011      35 years
   Arbor Terrace of Athens                      Athens                         GA                            -            1,767                       16,442                  683                   1,777                          17,115      18,892            3,775            15,117                       1998             2015      35 years
   Arbor Terrace at Cascade                     Atlanta                        GA                            -            3,052                        9,040                  956                   3,057                           9,991      13,048            3,089             9,959                       1999             2015      35 years
   Augusta Gardens                              Augusta                        GA                            -              530                       10,262                  308                     543                          10,557      11,100            3,286             7,814                       1997             2011      35 years
   Benton House of Covington                    Covington                      GA                            -            1,297                       11,397                  441                   1,298                          11,837      13,135            2,676            10,459                       2009             2015      35 years
   Arbor Terrace of Decatur                     Decatur                        GA                            -            3,102                       19,599                 (403)                  1,298                          21,000      22,298            4,459            17,839                       1990             2015      35 years
   Benton House of Douglasville                 Douglasville                   GA                            -            1,697                       15,542                  224                   1,697                          15,766      17,463            3,394            14,069                       2010             2015      35 years
   Elmcroft of Martinez                         Martinez                       GA                            -              408                        6,764                1,054                     408                           7,818       8,226            2,885             5,341                       1997             2007      35 years


                                      136
--------------------------------------------------------------------------------
                                                              Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                       Life on
                                                                                                                                                                                                                                                                                                                                        Which
                                                                                                                                                                        Costs                                                                                                                                                        Depreciation
                                                                                                                                                                     Capitalized                                                                                                                                                      in Income
                                                                         State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                       Accumulated                            Year of               Year           Statement
                  Property Name                         City             Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements           Total        Depreciation         NBV            Construction           Acquired        is Computed
   Benton House of Newnan                       Newnan                      GA                            -            1,474                       17,487                  319                   1,487                          17,793      19,280            3,766            15,514                       2010             2015      35 years
   Elmcroft of Roswell                          Roswell                     GA                            -            1,867                       15,835                  806                   1,880                          16,628      18,508            3,357            15,151                       1997             2014      35 years
   Benton Village of Stockbridge                Stockbridge                 GA                            -            2,221                       21,989                  868                   2,232                          22,846      25,078            5,041            20,037                       2008             2015      35 years
   Benton House of Sugar Hill                   Sugar Hill                  GA                            -            2,173                       14,937                  265                   2,183                          15,192      17,375            3,446            13,929                       2010             2015      35 years
   Villas of St. James - Breese, IL             Breese                      IL                            -              671                        6,849                    -                     671                           6,849       7,520            1,657             5,863                       2009             2015      35 years
   Villas of Holly Brook - Chatham, IL          Chatham                     IL                            -            1,185                        8,910                    -                   1,185                           8,910      10,095            2,240             7,855                       2012             2015      35 years
   Villas of Holly Brook - Effingham, IL        Effingham                   IL                            -              508                        6,624                    -                     508                           6,624       7,132            1,565             5,567                       2011             2015      35 years
   Villas of Holly Brook - Herrin, IL           Herrin                      IL                            -            2,175                        9,605                    -                   2,175                           9,605      11,780            2,798             8,982                       2012             2015      35 years
   Villas of Holly Brook - Marshall, IL         Marshall                    IL                            -            1,461                        4,881                    -                   1,461                           4,881       6,342            1,630             4,712                       2012             2015      35 years
   Villas of Holly Brook - Newton, IL           Newton                      IL                            -              458                        4,590                    -                     458                           4,590       5,048            1,197             3,851                       2011             2015      35 years
   Rochester Senior Living at Wyndcrest         Rochester                   IL                            -              570                        6,536                  249                     570                           6,785       7,355            1,642             5,713                       2005             2015      35 years
   Villas of Holly Brook, Shelbyville, IL       Shelbyville                 IL                            -            2,292                        3,351                    -                   2,292                           3,351       5,643            1,810             3,833                       2011             2015      35 years
   Elmcroft of Muncie                           Muncie                      IN                            -              244                       11,218                1,121                     324                          12,259      12,583            4,664             7,919                       1998             2007      35 years
   Wood Ridge                                   South Bend                  IN                            -              590                        4,850                  (35)                    590                           4,815       5,405            1,469             3,936                       1990             2011      35 years
   Elmcroft of Florence (KY)                    Florence                    KY                            -            1,535                       21,826                1,067                   1,581                          22,847      24,428            4,637            19,791                       2010             2014      35 years
   Hartland Hills                               Lexington                   KY                            -            1,468                       23,929                 (368)                  1,468                          23,561      25,029            5,054            19,975                       2001             2013      35 years
   Elmcroft of Mount Washington                 Mount Washington            KY                            -              758                       12,048                  840                     758                          12,888      13,646            2,755            10,891                       2005             2014      35 years
   Clover Healthcare                            Auburn                      ME                            -            1,400                       26,895                  876                   1,400                          27,771      29,171            8,731            20,440                       1982             2011      35 years
   Gorham House                                 Gorham                      ME                            -            1,360                       33,147                1,472                   1,527                          34,452      35,979            9,873            26,106                       1990             2011      35 years
   Kittery Estates                              Kittery                     ME                            -            1,531                       30,811                 (321)                  1,557                          30,464      32,021            6,525            25,496                       2009             2013      35 years
   Woods at Canco                               Portland                    ME                            -            1,441                       45,578                 (676)                  1,474                          44,869      46,343            9,616            36,727                       2000             2013      35 years
   Sentry Inn at York Harbor                    York Harbor                 ME                            -            3,490                       19,869                    -                   3,490                          19,869      23,359            5,806            17,553                       2000             2011      35 years
   Elmcroft of Hagerstown                       Hagerstown                  MD                            -            2,010                        1,293                  561                   1,996                           1,868       3,864              734             3,130                       1999             2011      35 years
   Heritage Woods                               Agawam                      MA                            -            1,249                        4,625                    -                   1,249                           4,625       5,874            2,818             3,056                       1997             2004      30 years
   Devonshire Estates                           Lenox                       MA                            -            1,832                       31,124                 (332)                  1,832                          30,792      32,624            6,590            26,034                       1998             2013      35 years
   Elmcroft of Downriver                        Brownstown Charter          MI                            -              320                       32,652                1,360                     371                          33,961      34,332            9,983            24,349                       2000             2011      35 years
                                                Township
   Independence Village of East Lansing         East Lansing                MI                            -            1,956                       18,122                  423                   1,956                          18,545      20,501            4,880            15,621                       1989             2012      35 years
   Primrose Austin                              Austin                      MN                            -            2,540                       11,707                  443                   2,540                          12,150      14,690            3,540            11,150                       2002             2011      35 years
   Primrose Duluth                              Duluth                      MN                            -            6,190                        8,296                  257                   6,245                           8,498      14,743            2,774            11,969                       2003             2011      35 years
   Primrose Mankato                             Mankato                     MN                            -            1,860                        8,920                  352                   1,860                           9,272      11,132            2,985             8,147                       1999             2011      35 years
   Lodge at White Bear                          White Bear Lake             MN                            -              732                       24,999                 (129)                    737                          24,865      25,602            5,304            20,298                       2002             2013      35 years
   Assisted Living at the Meadowlands -         O'Fallon                    MO                            -            2,326                       14,158                    -                   2,326                          14,158      16,484            3,499            12,985                       1999             2015      35 years
   O'Fallon, MO
   Canyon Creek Inn Memory Care                 Billings                    MT                            -              420                       11,217                    7                     420                          11,224      11,644            3,193             8,451                       2011             2011      35 years
   Spring Creek Inn Alzheimer's Community       Bozeman                     MT                            -            1,345                       16,877                    -                   1,345                          16,877      18,222            2,162            16,060                       2010             2017      35 years
   The Springs at Missoula                      Missoula                    MT                       15,616            1,975                       34,390                2,076                   1,975                          36,466      38,441            9,733            28,708                       2004             2012      35 years
   Crown Pointe                                 Omaha                       NE                            -            1,316                       11,950                3,118                   1,316                          15,068      16,384            6,042            10,342                       1985             2005      35 years
   Prestige Assisted Living at Mira Loma        Henderson                   NV                            -            1,279                       12,558                    -                   1,279                          12,558      13,837            2,006            11,831                       1998             2016      35 years
   Birch Heights                                Derry                       NH                            -            1,413                       30,267                 (304)                  1,413                          29,963      31,376            6,414            24,962                       2009             2013      35 years


                                      137
--------------------------------------------------------------------------------
                                                                  Location                                                      Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                             Life on
                                                                                                                                                                                                                                                                                                                                              Which
                                                                                                                                                                             Costs                                                                                                                                                         Depreciation
                                                                                                                                                                          Capitalized                                                                                                                                                       in Income
                                                                              State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                       Accumulated                             Year of               Year           Statement
                    Property Name                           City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements           Total        Depreciation          NBV            Construction           Acquired        is Computed
   Bear Canyon Estates                             Albuquerque                   NM                            -            1,879                       36,223                 (368)                  1,879                          35,855      37,734            7,664             30,070                       1997             2013      35 years
   The Woodmark at Uptown                          Albuquerque                   NM                            -            2,439                       33,276                2,081                   2,471                          35,325      37,796            7,231             30,565                       2000             2015      35 years
   Elmcroft of Quintessence                        Albuquerque                   NM                            -            1,150                       26,527                1,195                   1,184                          27,688      28,872            8,271             20,601                       1998             2011      35 years
   The Amberleigh                                  Buffalo                       NY                            -            3,498                       19,097                7,269                   3,512                          26,352      29,864            9,858             20,006                       1988             2005      35 years
   Brookdale Battery Park City                     New York                      NY                      116,100            2,903                      186,978                1,490                   2,913                         188,458     191,371           14,043            177,328                       2000             2018      35 years
   The Hearth at Castle Gardens                    Vestal                        NY                            -            1,830                       20,312                2,230                   1,885                          22,487      24,372            8,251             16,121                       1994             2011      35 years
   Elmcroft of Asheboro                            Asheboro                      NC                            -              680                       15,370                  522                     694                          15,878      16,572            4,329             12,243                       1998             2011      35 years
   Arbor Terrace of Asheville                      Asheville                     NC                            -            1,365                       15,679                  924                   1,365                          16,603      17,968            3,754             14,214                       1998             2015      35 years
   Elmcroft of Little Avenue                       Charlotte                     NC                            -              250                        5,077                  510                     250                           5,587       5,837            2,305              3,532                       1997             2006      35 years
   Elmcroft of Cramer Mountain                     Cramerton                     NC                            -              530                       18,225                  225                     553                          18,427      18,980            5,049             13,931                       1999             2011      35 years
   Elmcroft of Harrisburg                          Harrisburg                    NC                            -            1,660                       15,130                  711                   1,685                          15,816      17,501            4,310             13,191                       1997             2011      35 years
   Elmcroft of Hendersonville (NC)                 Hendersonville                NC                            -            2,210                        7,372                  336                   2,236                           7,682       9,918            2,187              7,731                       2005             2011      35 years
   Elmcroft of Hillsborough                        Hillsborough                  NC                            -            1,450                       19,754                  383                   1,470                          20,117      21,587            5,533             16,054                       2005             2011      35 years
   Willow Grove                                    Matthews                      NC                            -              763                       27,544                 (274)                    763                          27,270      28,033            5,834             22,199                       2009             2013      35 years
   Elmcroft of Newton                              Newton                        NC                            -              540                       14,935                  418                     544                          15,349      15,893            4,188             11,705                       2000             2011      35 years
   Independence Village of Olde Raleigh            Raleigh                       NC                            -            1,989                       18,648                    7                   1,989                          18,655      20,644            4,843             15,801                       1991             2012      35 years
   Elmcroft of Northridge                          Raleigh                       NC                            -              184                        3,592                2,357                     207                           5,926       6,133            2,113              4,020                       1984             2006      35 years
   Elmcroft of Salisbury                           Salisbury                     NC                            -            1,580                       25,026                  394                   1,580                          25,420      27,000            6,939             20,061                       1999             2011      35 years
   Elmcroft of Shelby                              Shelby                        NC                            -              660                       15,471                  488                     675                          15,944      16,619            4,334             12,285                       2000             2011      35 years
   Elmcroft of Southern Pines                      Southern Pines                NC                            -            1,196                       10,766                  966                   1,210                          11,718      12,928            3,674              9,254                       1998             2010      35 years
   Elmcroft of Southport                           Southport                     NC                            -            1,330                       10,356                  253                   1,349                          10,590      11,939            2,984              8,955                       2005             2011      35 years
   Primrose Bismarck                               Bismarck                      ND                            -            1,210                        9,768                  255                   1,210                          10,023      11,233            3,042              8,191                       1994             2011      35 years
   Wellington ALF - Minot ND                       Minot                         ND                            -            3,241                        9,509                    -                   3,241                           9,509      12,750            2,745             10,005                       2005             2015      35 years
   Elmcroft of Lima                                Lima                          OH                            -              490                        3,368                  553                     495                           3,916       4,411            1,623              2,788                       1998             2006      35 years
   Elmcroft of Ontario                             Mansfield                     OH                            -              523                        7,968                  599                     524                           8,566       9,090            3,482              5,608                       1998             2006      35 years
   Elmcroft of Medina                              Medina                        OH                            -              661                        9,788                  706                     661                          10,494      11,155            4,322              6,833                       1999             2006      35 years
   Elmcroft of Washington Township                 Miamisburg                    OH                            -            1,235                       12,611                  743                   1,236                          13,353      14,589            5,479              9,110                       1998             2006      35 years
   Elmcroft of Sagamore Hills                      Sagamore Hills                OH                            -              980                       12,604                  995                     998                          13,581      14,579            5,569              9,010                       2000             2006      35 years
   Elmcroft of Lorain                              Vermilion                     OH                            -              500                       15,461                1,359                     578                          16,742      17,320            5,410             11,910                       2000             2011      35 years
   Gardens at Westlake Senior Living               Westlake                      OH                            -            2,401                       20,640                  690                   2,413                          21,318      23,731            4,874             18,857                       1987             2015      35 years
   Elmcroft of Xenia                               Xenia                         OH                            -              653                        2,801                1,052                     678                           3,828       4,506            1,550              2,956                       1999             2006      35 years
   Arbor House of Mustang                          Mustang                       OK                            -              372                        3,587                    -                     372                           3,587       3,959              913              3,046                       1999             2012      35 years
   Arbor House of Norman                           Norman                        OK                            -              444                        7,525                    -                     444                           7,525       7,969            1,907              6,062                       2000             2012      35 years
   Arbor House Reminisce Center                    Norman                        OK                            -              438                        3,028                    -                     438                           3,028       3,466              773              2,693                       2004             2012      35 years
   Arbor House of Midwest City                     Oklahoma City                 OK                            -              544                        9,133                    -                     544                           9,133       9,677            2,314              7,363                       2004             2012      35 years
   Mansion at Waterford                            Oklahoma City                 OK                            -            2,077                       14,184                    -                   2,077                          14,184      16,261            3,754             12,507                       1999             2012      35 years
   Meadowbrook Place                               Baker City                    OR                            -            1,430                        5,311                    -                   1,430                           5,311       6,741            1,066              5,675                       1965             2014      35 years
   Edgewood Downs                                  Beaverton                     OR                            -            2,356                       15,476                  328                   2,356                          15,804      18,160            3,352             14,808                       1978             2013      35 years
   Avamere at Hillsboro                            Hillsboro                     OR                            -            4,400                        8,353                1,413                   4,400                           9,766      14,166            3,296             10,870                       2000             2011      35 years


                                      138
--------------------------------------------------------------------------------
                                                                Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                         Life on
                                                                                                                                                                                                                                                                                                                                          Which
                                                                                                                                                                          Costs                                                                                                                                                        Depreciation
                                                                                                                                                                       Capitalized                                                                                                                                                      in Income
                                                                           State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                       Accumulated                            Year of               Year           Statement
                   Property Name                         City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements           Total        Depreciation         NBV            Construction           Acquired        is Computed
   The Springs at Tanasbourne                    Hillsboro                    OR                       30,947            4,689                       55,035                    -                   4,689                          55,035      59,724           15,653            44,071                       2009             2013      35 years
   The Arbor at Avamere Court                    Keizer                       OR                            -              922                        6,460                  110                   1,135                           6,357       7,492            1,549             5,943                       2012             2014      35 years
   The Stafford                                  Lake Oswego                  OR                            -            1,800                       16,122                  884                   1,806                          17,000      18,806            5,272            13,534                       2008             2011      35 years
   The Springs at Clackamas Woods                Milwaukie                    OR                       13,965            1,264                       22,429                5,244                   1,381                          27,556      28,937            6,579            22,358                       1999             2012      35 years
   Clackamas Woods Assisted Living               Milwaukie                    OR                        7,519              681                       12,077                    -                     681                          12,077      12,758            3,181             9,577                       1999             2012      35 years
   Avamere at Newberg                            Newberg                      OR                            -            1,320                        4,664                  641                   1,342                           5,283       6,625            2,007             4,618                       1999             2011      35 years
   Avamere Living at Berry Park                  Oregon City                  OR                            -            1,910                        4,249                2,316                   1,910                           6,565       8,475            2,493             5,982                       1972             2011      35 years
   McLoughlin Place Senior Living                Oregon City                  OR                            -            2,418                       26,819                    -                   2,418                          26,819      29,237            5,321            23,916                       1997             2014      35 years
   Avamere at Bethany                            Portland                     OR                            -            3,150                       16,740                  257                   3,150                          16,997      20,147            5,236            14,911                       2002             2011      35 years
   Avamere at Sandy                              Sandy                        OR                            -            1,000                        7,309                  345                   1,000                           7,654       8,654            2,580             6,074                       1999             2011      35 years
   Suzanne Elise ALF                             Seaside                      OR                            -            1,940                        4,027                  631                   1,945                           4,653       6,598            1,695             4,903                       1998             2011      35 years
   Necanicum Village                             Seaside                      OR                            -            2,212                        7,311                  273                   2,212                           7,584       9,796            1,668             8,128                       2001             2015      35 years
   Avamere at Sherwood                           Sherwood                     OR                            -            1,010                        7,051                1,454                   1,010                           8,505       9,515            2,518             6,997                       2000             2011      35 years
   Chateau Gardens                               Springfield                  OR                            -            1,550                        4,197                    -                   1,550                           4,197       5,747            1,247             4,500                       1991             2011      35 years
   Avamere at St Helens                          St. Helens                   OR                            -            1,410                       10,496                  502                   1,410                          10,998      12,408            3,580             8,828                       2000             2011      35 years
   Flagstone Senior Living                       The Dalles                   OR                            -            1,631                       17,786                    -                   1,631                          17,786      19,417            3,523            15,894                       1991             2014      35 years
   Elmcroft of Allison Park                      Allison Park                 PA                            -            1,171                        5,686                  565                   1,171                           6,251       7,422            2,509             4,913                       1986             2006      35 years
   Elmcroft of Chippewa                          Beaver Falls                 PA                            -            1,394                        8,586                  658                   1,452                           9,186      10,638            3,713             6,925                       1998             2006      35 years
   Elmcroft of Berwick                           Berwick                      PA                            -              111                        6,741                  481                     111                           7,222       7,333            2,913             4,420                       1998             2006      35 years
   Elmcroft of Bridgeville                       Bridgeville                  PA                            -            1,660                       12,624                1,157                   1,660                          13,781      15,441            3,888            11,553                       1999             2011      35 years
   Elmcroft of Dillsburg                         Dillsburg                    PA                            -              432                        7,797                1,152                     432                           8,949       9,381            3,445             5,936                       1998             2006      35 years
   Elmcroft of Altoona                           Duncansville                 PA                            -              331                        4,729                  614                     331                           5,343       5,674            2,169             3,505                       1997             2006      35 years
   Elmcroft of Lebanon                           Lebanon                      PA                            -              240                        7,336                  555                     249                           7,882       8,131            3,246             4,885                       1999             2006      35 years
   Elmcroft of Lewisburg                         Lewisburg                    PA                            -              232                        5,666                  578                     238                           6,238       6,476            2,544             3,932                       1999             2006      35 years
   Lehigh Commons                                Macungie                     PA                            -              420                        4,406                  450                     420                           4,856       5,276            3,034             2,242                       1997             2004      30 years
   Elmcroft of Loyalsock                         Montoursville                PA                            -              413                        3,412                  564                     429                           3,960       4,389            1,639             2,750                       1999             2006      35 years
   Highgate at Paoli Pointe                      Paoli                        PA                            -            1,151                        9,079                    -                   1,151                           9,079      10,230            5,227             5,003                       1997             2004      30 years
   Elmcroft of Mid Valley                        Peckville                    PA                            -              619                       11,662                  320                     619                          11,982      12,601            2,412            10,189                       1998             2014      35 years
   Sanatoga Court                                Pottstown                    PA                            -              360                        3,233                    -                     360                           3,233       3,593            1,908             1,685                       1997             2004      30 years
   Berkshire Commons                             Reading                      PA                            -              470                        4,301                    -                     470                           4,301       4,771            2,536             2,235                       1997             2004      30 years
   Mifflin Court                                 Reading                      PA                            -              689                        4,265                  351                     689                           4,616       5,305            2,485             2,820                       1997             2004      35 years
   Elmcroft of Reading                           Reading                      PA                            -              638                        4,942                  573                     659                           5,494       6,153            2,216             3,937                       1998             2006      35 years
   Elmcroft of Reedsville                        Reedsville                   PA                            -              189                        5,170                  513                     189                           5,683       5,872            2,324             3,548                       1998             2006      35 years
   Elmcroft of Shippensburg                      Shippensburg                 PA                            -              203                        7,634                  696                     217                           8,316       8,533            3,343             5,190                       1999             2006      35 years
   Elmcroft of State College                     State College                PA                            -              320                        7,407                  470                     325                           7,872       8,197            3,211             4,986                       1997             2006      35 years
   Elmcroft of York                              York                         PA                            -            1,260                        6,923                  460                   1,298                           7,345       8,643            2,115             6,528                       1999             2011      35 years
   The Garden House                              Anderson                     SC                            -              969                       15,613                  326                     974                          15,934      16,908            3,493            13,415                       2000             2015      35 years
   Forest Pines                                  Columbia                     SC                            -            1,058                       27,471                 (392)                  1,058                          27,079      28,137            5,797            22,340                       1998             2013      35 years
   Elmcroft of Florence SC                       Florence                     SC                            -              108                        7,620                1,295                     122                           8,901       9,023            3,756             5,267                       1998             2006      35 years


                                      139
--------------------------------------------------------------------------------
                                                                   Location                                                      Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                             Life on
                                                                                                                                                                                                                                                                                                                                              Which
                                                                                                                                                                              Costs                                                                                                                                                        Depreciation
                                                                                                                                                                           Capitalized                                                                                                                                                      in Income
                                                                               State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                       Accumulated                            Year of               Year           Statement
                    Property Name                           City               Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements           Total        Depreciation         NBV            Construction           Acquired        is Computed
   Carolina Gardens at Garden City                 Murrells Inlet                 SC                            -            1,095                        8,618                   91                   1,095                           8,709       9,804              328             9,476                       1999             2019      35 years
   Carolina Gardens at Rock Hill                   Rock Hill                      SC                            -              790                        9,568                  109                     790                           9,677      10,467              359            10,108                       2008             2019      35 years
   Primrose Aberdeen                               Aberdeen                       SD                            -              850                          659                  235                     850                             894       1,744              538             1,206                       1991             2011      35 years
   Primrose Place                                  Aberdeen                       SD                            -              310                        3,242                   53                     310                           3,295       3,605            1,017             2,588                       2000             2011      35 years
   Primrose Rapid City                             Rapid City                     SD                            -              860                        8,722                   88                     860                           8,810       9,670            2,729             6,941                       1997             2011      35 years
   Primrose Sioux Falls                            Sioux Falls                    SD                            -            2,180                       12,936                  315                   2,180                          13,251      15,431            4,172            11,259                       2002             2011      35 years
   Elmcroft of Bristol                             Bristol                        TN                            -              470                       16,006                  753                     480                          16,749      17,229            4,634            12,595                       1999             2011      35 years
   Elmcroft of Hamilton Place                      Chattanooga                    TN                            -               87                        4,248                  640                      87                           4,888       4,975            2,008             2,967                       1998             2006      35 years
   Elmcroft of Shallowford                         Chattanooga                    TN                            -              580                        7,568                1,554                     636                           9,066       9,702            3,203             6,499                       1999             2011      35 years
   Elmcroft of Hendersonville                      Hendersonville                 TN                            -              600                        5,304                  900                     600                           6,204       6,804            1,335             5,469                       1999             2014      35 years
   Regency House                                   Hixson                         TN                            -              140                        6,611                    -                     140                           6,611       6,751            1,956             4,795                       2000             2011      35 years
   Elmcroft of Jackson                             Jackson                        TN                            -              768                       16,840                  186                     797                          16,997      17,794            3,696            14,098                       1998             2014      35 years
   Elmcroft of Johnson City                        Johnson City                   TN                            -              590                       10,043                  472                     610                          10,495      11,105            2,960             8,145                       1999             2011      35 years
   Elmcroft of Kingsport                           Kingsport                      TN                            -               22                        7,815                  845                      22                           8,660       8,682            3,477             5,205                       2000             2006      35 years
   Arbor Terrace of Knoxville                      Knoxville                      TN                            -              590                       15,862                1,163                     590                          17,025      17,615            3,925            13,690                       1997             2015      35 years
   Elmcroft of West Knoxville                      Knoxville                      TN                            -              439                       10,697                1,077                     464                          11,749      12,213            4,832             7,381                       2000             2006      35 years
   Elmcroft of Halls                               Knoxville                      TN                            -              387                        4,948                  665                     387                           5,613       6,000            1,207             4,793                       1998             2014      35 years
   Elmcroft of Lebanon                             Lebanon                        TN                            -              180                        7,086                1,371                     200                           8,437       8,637            3,530             5,107                       2000             2006      35 years
   Elmcroft of Bartlett                            Memphis                        TN                            -              570                       25,552               (8,580)                    594                          16,948      17,542            7,783             9,759                       1999             2011      35 years
   The Glenmary                                    Memphis                        TN                            -              510                        5,860                3,124                     510                           8,984       9,494            3,373             6,121                       1964             2011      35 years
   Elmcroft of Murfreesboro                        Murfreesboro                   TN                            -              940                        8,030                  481                     940                           8,511       9,451            2,398             7,053                       1999             2011      35 years
   Elmcroft of Brentwood                           Nashville                      TN                            -              960                       22,020                2,102                     977                          24,105      25,082            7,312            17,770                       1998             2011      35 years
   Elmcroft of Arlington                           Arlington                      TX                            -            2,650                       14,060                1,425                   2,660                          15,475      18,135            5,004            13,131                       1998             2011      35 years
   Meadowbrook ALZ                                 Arlington                      TX                            -              755                        4,677                  940                     755                           5,617       6,372            1,414             4,958                       2012             2012      35 years
   Elmcroft of Austin                              Austin                         TX                            -            2,770                       25,820                1,482                   2,776                          27,296      30,072            8,270            21,802                       2000             2011      35 years
   Elmcroft of Bedford                             Bedford                        TX                            -              770                       19,691                1,736                     776                          21,421      22,197            6,689            15,508                       1999             2011      35 years
   Highland Estates                                Cedar Park                     TX                            -            1,679                       28,943                 (270)                  1,679                          28,673      30,352            6,137            24,215                       2009             2013      35 years
   Elmcroft of Rivershire                          Conroe                         TX                            -              860                       32,671                1,409                     860                          34,080      34,940           10,197            24,743                       1997             2011      35 years
   Flower Mound                                    Flower Mound                   TX                            -              900                        5,512                    -                     900                           5,512       6,412            1,664             4,748                       1995             2011      35 years
   Bridgewater Memory Care                         Granbury                       TX                            -              390                        8,186                    -                     390                           8,186       8,576            2,072             6,504                       2007             2012      35 years
   Copperfield Estates                             Houston                        TX                            -            1,216                       21,135                 (135)                  1,216                          21,000      22,216            4,480            17,736                       2009             2013      35 years
   Elmcroft of Braeswood                           Houston                        TX                            -            3,970                       15,919               (4,816)                  3,974                          11,099      15,073            5,492             9,581                       1999             2011      35 years
   Elmcroft of Cy-Fair                             Houston                        TX                            -            1,580                       21,801                1,449                   1,593                          23,237      24,830            7,054            17,776                       1998             2011      35 years
   Whitley Place                                   Keller                         TX                            -                -                        5,100                  773                       -                           5,873       5,873            2,127             3,746                       1998             2008      35 years
   Elmcroft of Lake Jackson                        Lake Jackson                   TX                            -              710                       14,765                1,346                     712                          16,109      16,821            5,089            11,732                       1998             2011      35 years
   Polo Park Estates                               Midland                        TX                            -              765                       29,447                 (292)                    765                          29,155      29,920            6,238            23,682                       1996             2013      35 years
   Arbor Hills Memory Care Community               Plano                          TX                            -            1,014                        5,719                    -                   1,014                           5,719       6,733            1,373             5,360                       2013             2013      35 years
   Lakeshore Assisted Living and Memory Care       Rockwall                       TX                            -            1,537                       12,883                    -                   1,537                          12,883      14,420            3,282            11,138                       2009             2012      35 years


                                      140
--------------------------------------------------------------------------------
                                                           Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                         Life on
                                                                                                                                                                                                                                                                                                                                          Which
                                                                                                                                                                     Costs                                                                                                                                                            Depreciation
                                                                                                                                                                  Capitalized                                                                                                                                                           in Income
                                                                      State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year            Statement
                 Property Name                       City             Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired         is Computed
   Elmcroft of Windcrest                     San Antonio                 TX                            -              920                       13,011                 (164)                    932                          12,835        13,767            4,673               9,094                       1999             2011      35 years
   Paradise Springs                          Spring                      TX                            -            1,488                       24,556                  (60)                  1,490                          24,494        25,984            5,204              20,780                       2008             2013      35 years
   Canyon Creek Memory Care                  Temple                      TX                            -              473                        6,750                    -                     473                           6,750         7,223            1,712               5,511                       2008             2012      35 years
   Elmcroft of Cottonwood                    Temple                      TX                            -              630                       17,515                1,210                     630                          18,725        19,355            5,792              13,563                       1997             2011      35 years
   Elmcroft of Mainland                      Texas City                  TX                            -              520                       14,849                1,466                     574                          16,261        16,835            5,186              11,649                       1996             2011      35 years
   Elmcroft of Victoria                      Victoria                    TX                            -              440                       13,040                1,378                     448                          14,410        14,858            4,556              10,302                       1997             2011      35 years
   Windsor Court Senior Living               Weatherford                 TX                            -              233                        3,347                    -                     233                           3,347         3,580              849               2,731                       1994             2012      35 years
   Elmcroft of Wharton                       Wharton                     TX                            -              320                       13,799                1,252                     352                          15,019
       15,371            4,890              10,481                       1996             2011      35 years
   Mountain Ridge                            South Ogden                 UT                            -            1,243                       24,659                   99                   1,243                          24,758        26,001            4,857              21,144                       2001             2014      35 years
   Elmcroft of Chesterfield                  Richmond                    VA                            -              829                        6,534                  837                     836                           7,364         8,200            2,958               5,242                       1999             2006      35 years
   Pheasant Ridge                            Roanoke                     VA                            -            1,813                        9,027                    -                   1,813                           9,027        10,840            2,390               8,450                       1999             2012      35 years
   Cascade Valley Senior Living              Arlington                   WA                            -            1,413                        6,294                    -                   1,413                           6,294         7,707            1,243               6,464                       1995             2014      35 years
   Madison House                             Kirkland                    WA                            -            4,291                       26,787                1,391                   4,414                          28,055        32,469            3,680              28,789                       1978             2017      35 years
   Delaware Plaza                            Longview                    WA                        3,932              620                        5,116                  136                     815                           5,057         5,872              815               5,057                       1972             2017      35 years
   Canterbury Gardens                        Longview                    WA                        5,351              444                       13,715                  157                     444                          13,872        14,316            1,791              12,525                       1998             2017      35 years
   Canterbury Inn                            Longview                    WA                       14,568            1,462                       34,664                  837                   1,462                          35,501        36,963            4,568              32,395                       1989             2017      35 years
   Canterbury Park                           Longview                    WA                            -              969                       30,109                    -                     969                          30,109        31,078            3,837              27,241                       2000             2017      35 years
   Bishop Place Senior Living                Pullman                     WA                            -            1,780                       33,608                    -                   1,780                          33,608        35,388            6,539              28,849                       1998             2014      35 years
   Willow Gardens                            Puyallup                    WA                            -            1,959                       35,492                 (285)                  1,980                          35,186        37,166            7,519              29,647                       1996             2013      35 years
   Cascade Inn                               Vancouver                   WA                       12,378            3,201                       19,024                2,321                   3,527                          21,019        24,546            3,329              21,217                       1979             2017      35 years
   The Hampton & Ashley Inn                  Vancouver                   WA                            -            1,855                       21,047                    -                   1,855                          21,047        22,902            2,670              20,232                       1992             2017      35 years
   The Hampton at Salmon Creek               Vancouver                   WA                       11,450            1,256                       21,686                    -                   1,256                          21,686        22,942            2,569              20,373                       2013             2017      35 years
   Elmcroft of Teays Valley                  Hurricane                   WV                            -            1,950                       14,489                  736                   2,041                          15,134        17,175            4,219              12,956                       1999             2011      35 years
   Elmcroft of Martinsburg                   Martinsburg                 WV                            -              248                        8,320                  911                     253                           9,226         9,479            3,686               5,793                       1999             2006      35 years
   Matthews of Appleton I                    Appleton                    WI                            -              130                        1,834               (1,035)                    130                             799           929              567                 362                       1996             2011      35 years
   Matthews of Appleton II                   Appleton                    WI                            -              140                        2,016               (1,085)                    140                             931         1,071              709                 362                       1997             2011      35 years
   Hunters Ridge                             Beaver Dam                  WI                            -              260                        2,380                    -                     260                           2,380         2,640              739               1,901                       1998             2011      35 years
   Azura Memory Care of Beloit               Beloit                      WI                            -              150                        4,356                  427                     191                           4,742         4,933            1,344               3,589                       1990             2011      35 years
   Azura Memory Care of Clinton              Clinton                     WI                            -              290                        4,390                    -                     290                           4,390         4,680            1,276               3,404                       1991             2011      35 years
   Creekside                                 Cudahy                      WI                            -              760                        1,693                    -                     760                           1,693         2,453              563               1,890                       2001             2011      35 years
   Azura Memory Care of Eau Claire           Eau Claire                  WI                            -              210                        6,259                    -                     210                           6,259         6,469            1,792               4,677                       1996             2011      35 years
   Azura Memory Care of Eau Claire II        Eau Claire                  WI                            -            1,188                        6,654                   68                   1,188                           6,722         7,910              542               7,368                       2019             2019      35 years
   Chapel Valley                             Fitchburg                   WI                            -              450                        2,372                    -                     450                           2,372         2,822              747               2,075                       1998             2011      35 years
   Matthews of Milwaukee II                  Fox Point                   WI                            -            1,810                          943               (1,444)                    942                             367         1,309              440                 869                       1999             2011      35 years
   Laurel Oaks                               Glendale                    WI                            -            2,390                       43,587                5,130                   2,510                          48,597        51,107           14,787              36,320                       1988             2011      35 years
   Layton Terrace                            Greenfield                  WI                            -            3,490                       39,201                  566                   3,480                          39,777        43,257           11,809              31,448                       1999             2011      35 years
   Matthews of Hartland                      Hartland                    WI                            -              640                        1,663                 (768)                    652                             883         1,535              665                 870                       1985             2011      35 years
   Matthews of Horicon                       Horicon                     WI                            -              340                        3,327               (1,235)                    345                           2,087         2,432            1,127               1,305                       2002             2011      35 years
   Jefferson                                 Jefferson                   WI                            -              330                        2,384                    -                     330                           2,384         2,714              741               1,973                       1997             2011      35 years


                                      141
--------------------------------------------------------------------------------
                                                            Location                                                      Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                           Life on
                                                                                                                                                                                                                                                                                                                                            Which
                                                                                                                                                                       Costs                                                                                                                                                            Depreciation
                                                                                                                                                                    Capitalized                                                                                                                                                           in Income
                                                                        State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year            Statement
                Property Name                        City               Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired         is Computed
   Azura Memory Care of Kenosha             Kenosha                        WI                            -              710                        3,254                3,765                   1,165                           6,564         7,729            1,951               5,778                       1996             2011      35 years
   Azura Memory Care of Manitowoc           Manitowoc                      WI                            -              140                        1,520                    -                     140                           1,520         1,660              465               1,195                       1997             2011      35 years
   The Arboretum                            Menomonee Falls                WI                            -            5,640                       49,083                2,158                   5,640                          51,241        56,881           15,956              40,925                       1989             2011      35 years
   Matthews of Milwaukee I                  Milwaukee                      WI                            -            1,800                          935               (1,407)                    927                             401         1,328              458                 870                       1999             2011      35 years
   Hart Park Square                         Milwaukee                      WI                            -            1,900                       21,628                   69                   1,900                          21,697        23,597            6,395              17,202                       2005             2011      35 years
   Azura Memory Care of Monroe              Monroe                         WI                            -              490                        4,964                    -                     490                           4,964         5,454            1,455               3,999                       1990             2011      35 years
   Matthews of Neenah I                     Neenah                         WI                            -              710                        1,157                 (597)                    713                             557         1,270              487                 783                       2006             2011      35 years
   Matthews of Neenah II                    Neenah                         WI                            -              720                        2,339               (1,457)                    720                             882         1,602              820                 782                       2007             2011      35 years
   Matthews of Irish Road                   Neenah                         WI                            -              320                        1,036                  (74)                    320                             962         1,282              456                 826                       2001             2011      35 years
   Matthews of Oak Creek                    Oak Creek                      WI                            -              800                        2,167               (1,373)                    812                             782         1,594              724                 870                       1997             2011      35 years
   Azura Memory Care of Oak Creek           Oak Creek                      WI                            -              733                        6,248                   11                     733                           6,259         6,992            1,350               5,642                       2017             2017      35 years
   Azura Memory Care of Oconomowoc          Oconomowoc                     WI                            -              400                        1,596                4,674                     709                           5,961         6,670            1,515               5,155                       2016             2015      35 years
   Wilkinson Woods of Oconomowoc            Oconomowoc                     WI                            -            1,100                       12,436                  157                   1,100                          12,593        13,693            3,734               9,959                       1992             2011      35 years
   Azura Memory Care of Oshkosh             Oshkosh                        WI                            -              190                          949                    -                     190                             949         1,139              351                 788                       1993             2011      35 years
   Matthews of Pewaukee                     Pewaukee                       WI                            -            1,180                        4,124               (1,804)                  1,197                           2,303         3,500            1,499               2,001                       2001             2011      35 years
   Azura Memory Care of Sheboygan           Sheboygan                      WI                            -            1,060                        6,208                1,905                   1,094                           8,079         9,173            1,978               7,195                       1995             2011      35 years
   Matthews of St. Francis I                St. Francis                    WI                            -            1,370                        1,428               (1,428)                    937                             433         1,370              501                 869                       2000             2011      35 years
   Matthews of St. Francis II               St. Francis                    WI                            -            1,370                        1,666               (1,558)                    931                             547         1,478              608                 870                       2000             2011      35 years
   Howard Village of St. Francis            St. Francis                    WI                            -            2,320                       17,232                    -                   2,320                          17,232        19,552            5,159              14,393                       2001             2011      35 years
   Azura Memory Care of Stoughton           Stoughton                      WI                            -              450                        3,191                    -                     450                           3,191         3,641              993               2,648                       1992             2011      35 years
   Oak Hill Terrace                         Waukesha                       WI                            -            2,040                       40,298                    -                   2,040                          40,298        42,338           11,929              30,409                       1985             2011      35 years
   Azura Memory Care of Wausau              Wausau                         WI                            -              350                        3,413                    -                     350                           3,413         3,763            1,010               2,753                       1997             2011      35 years
   Library Square                           West Allis                     WI                            -            1,160                       23,714                    -                   1,160                          23,714        24,874            6,925              17,949                       1996             2011      35 years
   Matthews of Wrightstown                  Wrightstown                    WI                            -              140                          376                   12                     140                             388           528              199                 329                       1999             2011      35 years
   Garden Square Assisted Living of Casper  Casper                         WY                            -              355                        3,197                    -                     355                           3,197         3,552              907               2,645                       1996             2011      35 years
   Whispering Chase                         Cheyenne                       WY                            -            1,800                       20,354                 (202)                  1,800                          20,152        21,952            4,319              17,633                       2008             2013      35 years
   Ashridge Court                           Bexhill-on-Sea                SXE                            -            2,274                        4,791                 (510)                  2,110                           4,445         6,555              994               5,561                       2010             2015      40 years
   Inglewood Nursing Home                   Eastbourne                    SXE                            -            1,908                        3,021                 (355)                  1,771                           2,803         4,574              717               3,857                       2010             2015      40 years
   Pentlow Nursing Home                     Eastbourne                    SXE                            -            1,964                        2,462                 (320)                  1,822                           2,284         4,106              622               3,484                       2007             2015      40 years
   Willows Care Home                        Romford                       ESX                            -            4,695                        6,983                 (843)                  4,356                           6,479        10,835            1,375               9,460                       1986             2015      40 years
   Cedars Care Home                         Southend-on-Sea               ESX                            -            2,649                        4,925                 (546)                  2,458                           4,570         7,028              997               6,031                       2014             2015      40 years
   Mayflower Care Home                      Northfleet                    GSD                            -            4,330                        7,519                 (854)                  4,018                           6,977        10,995            1,508               9,487                       2012             2015      40 years
   Maples Care Home                         Bexleyheath                   KNT                            -            5,042                        7,525                 (906)                  4,679                           6,982        11,661            1,495              10,166                       2007             2015      40 years
   Barty House Nursing Home                 Maidstone                     KNT                            -            3,769                        3,089                 (494)                  3,497                           2,867         6,364              797               5,567                       2013             2015      40 years
   Tunbridge Wells Care Centre              Tunbridge Wells               KNT                            -            4,323                        5,869                 (734)                  4,012                           5,446         9,458            1,164               8,294                       2010             2015      40 years
   Heathlands Care Home                     Chingford                     LON                            -            5,398                        7,967                 (963)                  5,009                           7,393        12,402            1,613              10,789                       1980             2015      40 years
   Hampton Care                             Hampton                       MDX                            -            4,119                       29,021               (1,205)                  3,970                          27,965        31,935            3,012              28,923                       2007             2017      40 years
   Parkfield House Nursing Home             Uxbridge                      MDX                            -            1,974                        1,009                 (108)                  1,903                             972         2,875              133               2,742                       2000             2017      40 years


                                      142
--------------------------------------------------------------------------------

                                                                  Location                                                        Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                                      Life on
                                                                                                                                                                                                                                                                                                                                                       Which
                                                                                                                                                                               Costs                                                                                                                                                                Depreciation
                                                                                                                                                                            Capitalized                                                                                                                                                              in Income
                                                                               State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                          Accumulated                               Year of               Year             Statement
                   Property Name                            City               Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements              Improvements             Total         Depreciation           NBV             Construction           Acquired          is Computed
   Princeton Village of Largo                     Largo                           FL                             -            1,718                       10,438               (4,205)                  1,718                           6,233          7,951            2,551                5,400                       2007              2015       35 years
   Boréa                                          Blainville                      QC                        35,658            2,678                       56,643                1,430                   2,861                          57,890         60,751            1,838               58,913                       2016              2019       57 years
   Caléo                                          Boucherville                    QC                        54,225            6,009                       71,056                1,664                   6,151                          72,578         78,729            2,154               76,575                       2018              2019       59 years
   L'Avantage                                     Brossard                        QC                        20,086            8,771                       44,920                1,465                   8,950                          46,206         55,156            1,627               53,529                       2011              2019       52 years
   Sevä                                           Candiac                         QC                        47,758            4,030                       64,251                1,570                   4,129                          65,722         69,851            2,126               67,725                       2018              2019       59 years
   L'Initial                                      Gatineau                        QC                        49,215            6,720                       62,928                1,561                   6,861                          64,348         71,209            1,963               69,246                       2019              2019       60 years
   La Croisée de l'Est                            Granby                          QC                        15,335            1,136                       40,998                1,143                   1,159                          42,118         43,277            1,553               41,724                       2009              2019       50 years
   Ambiance                                       Ile-des-Soeurs,Verdun           QC                        20,512            5,007                       51,624                1,571                   5,108                          53,094         58,202            1,978               56,224                       2005              2019       46 years
   Le Savignon                                    Lachine                         QC                        25,968            5,271                       46,919                1,335                   5,377                          48,148         53,525            1,607               51,918                       2013              2019       54 years
   Le Cavalier                                    Lasalle                         QC                        14,908            5,892                       38,926                1,350                   6,010                          40,158         46,168            1,662               44,506                       2004              2019       45 years
   Quartier Sud                                   Lévis                           QC                        29,712            1,933                       47,731                  650                   1,931                          48,383         50,314            1,536               48,778                       2015              2019       56 years
   Margo                                          Lévis                           QC                        40,060            2,034                       63,523                1,285                   2,078                          64,764         66,842            1,977               64,865                       2017              2019       60 years
   Les Promenades du Parc                         Longueuil                       QC                        21,495            5,832                       47,101                1,662                   5,950                          48,645         54,595            1,986               52,609                       2006              2019       47 years
   Elogia                                         Montréal                        QC                        27,069            2,808                       55,175               26,181                   2,929                          81,235         84,164            1,974               82,190                       2007              2019       48 years
   Les Jardins Millen                             Montréal                        QC                        28,169            4,325                       82,121                1,972                   4,412                          84,006         88,418            2,593               85,825                       2012              2019       53 years
   Le 22                                          Montréal                        QC                        38,776            6,728                       70,601                1,671                   6,863                          72,137         79,000            2,213               76,787                       2016              2019       57 years
   Station Est                                    Montréal                        QC                        44,471            4,660                       59,110                1,351                   4,760                          60,361         65,121            1,919               63,202                       2017              2019       58 years
   Ora                                            Montréal                        QC                        56,763           10,282                       82,095                3,171                  10,564                          84,984         95,548            2,370               93,178                       2019              2019       60 years
   Elogia II                                      Montréal                        QC                        34,044            2,627                       29,299                    -                   2,627                          29,299         31,926                -               31,926                        CIP               CIP         CIP
   Le Quartier Mont-St-Hilaire                    Mont-Saint-Hilaire              QC                        14,140            1,020                       32,554                1,055                   1,041                          33,588         34,629            1,316               33,313                       2008              2019       49 years
   L'Image d'Outremont                            Outremont                       QC                        15,832            4,565                       32,030                1,251                   4,656                          33,190         37,846            1,196               36,650                       2008              2019       49 years
   Le Gibraltar                                   Québec                          QC                        20,759            1,191                       42,766                1,071                   1,214                          43,814         45,028            1,446               43,582                       2013              2019       54 years
   Ékla                                           Québec                          QC                        52,680            2,256                       87,772                1,948                   2,324                          89,652         91,976            2,671               89,305                       2017              2019       57 years
   Le Notre-Dame                                  Repentigny                      QC                        13,751            3,290                       41,474                1,516                   3,357                          42,923         46,280            1,846               44,434                       2002              2019       43 years
   Vent de l'Ouest                                Sainte-Geneviève                QC                        12,553            4,713                       32,526                1,241                   4,808                          33,672         38,480            1,475               37,005                       2007              2019       48 years
   Les Verrières du Golf                          Saint-Laurent                   QC                        24,201            5,183                       44,363                1,746                   5,312                          45,980         51,292            1,821               49,471                       2003              2019       44 years
   Les Jardins du Campanile                       Shawinigan                      QC                        11,621              578                       16,580                  905                     590                          17,473         18,063              903               17,160                       2007              2019       48 years
   VÜ                                             Sherbrooke                      QC                        35,443              706                       58,073                1,298                     720                          59,357         60,077            1,843               58,234                       2015              2019       56 years
   La Cité des Tours                              St-Jean-sur-Richelieu           QC                        21,934            1,744                       44,357                1,101                   1,788                          45,414         47,202            1,624               45,578                       2012              2019       53 years
   IVVI                                           St-Laurent                      QC                        53,183            6,307                       64,131                    -                   6,307                          64,131         70,438              374               70,064                       2020              2020       60 years
   VAST                                           St-Laurent                      QC                        41,809            4,648                       62,521                    -                   4,648                          62,521         67,169               84               67,085                       2020              2020       60 years
   Cornelius                                      St-Laurent                      QC                         9,853            7,813                       25,026                    -                   7,813                          25,026         32,839                -               32,839                        CIP               CIP         CIP
   Liz                                            St-Laurent                      QC                        11,534           11,937                       22,567                    -                  11,937                          22,567         34,504                -               34,504                        CIP               CIP         CIP
   Floréa                                         Terrebonne                      QC                        41,640            3,275                       63,246                1,421                   3,341                          64,601         67,942            2,057               65,885                       2016              2019       57 years
   Les Résidences du Marché                       Ste-Thérèse                     QC                        22,243            2,124                       25,371                    -                   2,124                          25,371         27,495              713               26,782                       2000              2020       40 Years
   Lilo                                           Ile-Perrot                      QC                        40,635            5,324                       45,948                    -                   5,324                          45,948         51,272              868               50,404                       2017              2020       57 years


                                      143
--------------------------------------------------------------------------------

                                                                     Location                                                          Initial Cost to Company                                             Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                                                        Life on
                                                                                                                                                                                                                                                                                                                                                                         Which
                                                                                                                                                                                     Costs                                                                                                                                                                            Depreciation
                                                                                                                                                                                  Capitalized                                                                                                                                                                          in Income
                                                                                  State /                                      Land and                Buildings and               Subsequent                Land and                Buildings and                              Accumulated                                    Year of                Year             Statement
                     Property Name                            City               Province            Encumbrances            Improvements              Improvements             to Acquisition1            Improvements               Improvements              Total           Depreciation              NBV                Construction           Acquired          is Computed
   Le Félix Vaudreuil-Dorion                         Vaudreuil-Dorion               QC                         25,803              7,531                        34,624                 1,432                    7,682                           35,905           43,587              1,424                   42,163                        2010              2019       51 years
   TOTAL FOR OTHER SENIOR HOUSING COMMUNITIES                                                               1,333,759            617,774                     6,179,476               188,514                  615,447                        6,370,317        6,985,764          1,242,978                

5,742,786

   TOTAL FOR SENIOR HOUSING COMMUNITIES                                                                     1,589,318          1,584,636                    15,254,039             1,025,745                1,607,351                       16,257,069       17,864,420          4,779,527               

13,084,893

   MEDICAL OFFICE BUILDINGS
   St. Vincent's Medical Center East #46             Birmingham                     AL                              -                  -                        25,298                 5,155                        -                           30,453           30,453             12,512                   17,941                        2005              2010       35 years
   St. Vincent's Medical Center East #48             Birmingham                     AL                              -                  -                        12,698                 1,308                        -                           14,006           14,006              5,020                    8,986                        1989              2010       35 years
   St. Vincent's Medical Center East #52             Birmingham                     AL                              -                  -                         7,608                 2,262                        -                            9,870            9,870              4,268                    5,602                        1985              2010       35 years
   Crestwood Medical Pavilion                        Huntsville                     AL                          1,667                625                        16,178                   732                      625                           16,910           17,535              5,431                   12,104                        1994              2011       35 years
   West Valley Medical Center                        Buckeye1                       AZ                              -              3,348                         5,233                     -                    3,348                            5,233            8,581              1,571                    7,010                        2011              2015       31 years
   Canyon Springs Medical Plaza                      Gilbert                        AZ                              -                  -                        27,497                 1,106                        -                           28,603           28,603              8,491                   20,112                        2007              2012       35 years
   Mercy Gilbert Medical Plaza 1                     Gilbert                        AZ                              -                720                        11,277                 1,786                      772                           13,011           13,783              5,024                    8,759                        2007              2011       35 years
   Mercy Gilbert Medical Plaza II                    Gilbert                        AZ                         16,520                  -                        18,610                 1,034                        -                           19,644           19,644              1,232                   18,412                        2019              2019       35 years
   Thunderbird Paseo Medical Plaza                   Glendale                       AZ                              -                  -                        12,904                 1,352                       20                           14,236           14,256              4,451                    9,805                        1997              2011       35 years
   Thunderbird Paseo Medical Plaza II                Glendale                       AZ                              -                  -                         8,100                   999                       20                            9,079            9,099              2,872                    6,227                        2001              2011       35 years
   Arrowhead Physicians Plaza                        Glendale                       AZ                          9,967                308                        19,671                   548                      308                           20,219           20,527              1,454                   19,073                        2004              2018       35 years
   1432 S Dobson                                     Mesa                           AZ                              -                  -                        32,768                 1,658                        -                           34,426           34,426              8,240                   26,186                        2003              2013       35 years
   1450 S Dobson                                     Mesa                           AZ                              -                  -                        11,923                 2,063                        4                           13,982           13,986              3,990                    9,996                        1977              2011       35 years
   1500 S Dobson                                     Mesa                           AZ                              -                  -                         7,395                 2,412                        4                            9,803            9,807              2,886                    6,921                        1980              2011       35 years
   1520 S Dobson                                     Mesa                           AZ                              -                  -                        13,665                 4,285                        -                           17,950           17,950              5,080                   12,870                        1986              2011       35 years
   Deer Valley Medical Office Building II            Phoenix                        AZ                              -                  -                        22,663                 1,857                       14                           24,506           24,520              7,185                   17,335                        2002              2011       35 years
   Deer Valley Medical Office Building III           Phoenix                        AZ                              -                  -                        19,521                 1,467                       12                           20,976           20,988              6,222                   14,766                        2009              2011       35 years
   Papago Medical Park                               Phoenix                        AZ                              -                  -                        12,172                 2,392                        -                           14,564           14,564              4,797                    9,767                        1989              2011       35 years
   North Valley Orthopedic Surgery Center            Phoenix                        AZ                              -              2,800                        10,150                     -                    2,800                           10,150           12,950              2,284                   10,666                        2006              2015       35 years
   Davita Dialysis - Marked Tree                     Marked Tree                    AR                              -                179                         1,580                     -                      179                            1,580            1,759                386                    1,373                        2009              2015       35 years
   Burbank Medical Plaza I                           Burbank                        CA                              -              1,241                        23,322                 2,501                    1,268                           25,796           27,064              9,090                   17,974                        2004              2011       35 years
   Burbank Medical Plaza II                          Burbank                        CA                         31,583                491                        45,641                 1,256                      497                           46,891           47,388             14,074                   33,314                        2008              2011       35 years
   Eden Medical Plaza                                Castro Valley                  CA                              -                258                         2,455                   460                      328                            2,845            3,173              1,649                    1,524                        1998              2011       25 years
   Sutter Medical Center                             Castro Valley                  CA                              -                  -                        25,088                 1,471                        -                           26,559           26,559              6,095                   20,464                        2012              2012       35 years
   United Healthcare - Cypress                       Cypress                        CA                              -             12,883                        38,309                 1,502                   12,883                           39,811           52,694             10,982                   41,712                        1985              2015       29 years
   NorthBay Corporate Headquarters                   Fairfield                      CA                              -                  -                        19,187                     -                        -                           19,187           19,187              4,898                   14,289                        2008              2012       35 years
   Gateway Medical Plaza                             Fairfield                      CA                              -                  -                        12,872                   797                        -                           13,669           13,669              3,331                   10,338                        1986              2012       35 years
   Solano NorthBay Health Plaza                      Fairfield                      CA                              -                  -                         8,880                    39                        -                            8,919            8,919              2,257                    6,662                        1990              2012       35 years
   NorthBay Healthcare MOB                           Fairfield                      CA                              -                  -                         8,507                 2,280                        -                           10,787           10,787              3,686                    7,101                        2014              2013       35 years
   UC Davis Medical Group                            Folsom                         CA                              -              1,873                        10,156                   260                    1,873                           10,416           12,289              2,515                    9,774                        1995              2015       35 years
   Verdugo Hills Medical Bulding I                   Glendale                       CA                              -              6,683                         9,589                 2,738                    6,768                           12,242           19,010              5,711                   13,299                        1972              2012       23 years
   Verdugo Hills Medical Bulding II                  Glendale                       CA                              -              4,464                         3,731                 3,042                    4,514                            6,723           11,237              4,062                    7,175                        1987              2012       19 years
   Grossmont Medical Terrace                         La Mesa                        CA                              -                 88                        14,192                   376                       88                           14,568           14,656              2,418                   12,238                        2008              2016       35 years


                                      144
--------------------------------------------------------------------------------
                                                            Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                           Life on
                                                                                                                                                                                                                                                                                                                                            Which
                                                                                                                                                                      Costs                                                                                                                                                             Depreciation
                                                                                                                                                                   Capitalized                                                                                                                                                            in Income
                                                                       State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                               Year of               Year            Statement
                 Property Name                       City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation           NBV             Construction           Acquired         is Computed
   Los Alamitos Medical & Wellness Pavilion  Los Alamitos                 CA                       11,586              488                       31,720                   61                     488                          31,781        32,269            2,282               29,987                       2013             2018      35 years
   St. Francis Lynwood Medical               Lynwood                      CA                            -              688                        8,385                1,965                     697                          10,341        11,038            4,968                6,070                       1993             2011      32 years
   Facey Mission Hills                       Mission Hills                CA                            -           15,468                       30,116                4,729                  15,468                          34,845        50,313            8,073               42,240                       2012             2012      35 years
   Mission Medical Plaza                     Mission Viejo                CA                       52,783            1,916                       77,022                2,723                   1,916                          79,745        81,661           25,025               56,636                       2007             2011      35 years
   St Joseph Medical Tower                   Orange                       CA                       42,170            1,752                       61,647                4,216                   1,761                          65,854        67,615           20,686               46,929                       2008             2011      35 years
   Huntington Pavilion                       Pasadena                     CA                            -            3,138                       83,412               11,894                   3,138                          95,306        98,444           35,881               62,563                       2009             2011      35 years
   Western University of Health Sciences     Pomona                       CA                            -               91                       31,523                    -                      91                          31,523        31,614            9,374               22,240                       2009             2011      35 years
   Medical Pavilion
   Pomerado Outpatient Pavilion              Poway                        CA                            -            3,233                       71,435                3,298                   3,233                          74,733        77,966           25,646               52,320                       2007             2011      35 years
   San Bernardino Medical Plaza I            San Bernadino                CA                            -              789                       11,133                2,349                     797                          13,474        14,271           11,962                2,309                       1971             2011      27 years
   San Bernardino Medical Plaza II           San Bernadino                CA                            -              416                        5,625                1,204                     421                           6,824         7,245            4,050                3,195                       1988             2011      26 years
   Sutter Van Ness                           San Francisco                CA                      104,794                -                      157,404                  918                       -                         158,322       158,322            9,298              149,024                       2019             2019      35 years
   San Gabriel Valley Medical Plaza          San Gabriel                  CA                            -              914                        5,510                1,314                     963                           6,775         7,738            3,330                4,408                       2004             2011      35 years
   Santa Clarita Valley Medical Plaza        Santa Clarita                CA                       20,909            9,708                       20,020                2,032                   9,782                          21,978        31,760            7,609               24,151                       2005             2011      35 years
   Kenneth E Watts Medical Plaza             Torrance                     CA                            -              262                        6,945                3,924                     494                          10,637        11,131            5,507                5,624                       1989             2011      23 years
   Vaca Valley Health Plaza                  Vacaville                    CA                            -                -                        9,634                  979                       -                          10,613        10,613            2,504                8,109                       1988             2012      35 years
   NorthBay Center For Primary Care -        Vacaville                    CA                            -              777                        5,632                  300                     777                           5,932         6,709              695                6,014                       1998             2017      35 years
   Vacaville
   Potomac Medical Plaza                     Aurora                       CO                            -            2,401                        9,118                4,890                   2,865                          13,544        16,409            7,203                9,206                       1986             2007      35 years
   Briargate Medical Campus                  Colorado Springs             CO                            -            1,238                       12,301                1,760                   1,310                          13,989        15,299            5,908                9,391                       2002             2007      35 years
   Printers Park Medical Plaza               Colorado Springs             CO                            -            2,641                       47,507                4,034                   3,642                          50,540        54,182           22,474               31,708                       1999             2007      35 years
   Green Valley Ranch MOB                    Denver                       CO                            -                -                       12,139                1,564                     259                          13,444        13,703            3,180               10,523                       2007             2012      35 years
   Community Physicians Pavilion             Lafayette                    CO                            -                -                       10,436                2,018                       -                          12,454        12,454            4,979                7,475                       2004             2010      35 years
   Exempla Good Samaritan Medical Center     Lafayette                    CO                            -                -                        4,393                  (57)                      -                           4,336         4,336              874                3,462                       2013             2013      35 years
   Dakota Ridge                              Littleton                    CO                            -            2,540                       12,901                2,221                   2,562                          15,100        17,662            3,124               14,538                       2007             2015      35 years
   Avista Two Medical Plaza                  Louisville                   CO                            -                -                       17,330                2,232                       -                          19,562        19,562            7,907               11,655                       2003             2009      35 years
   The Sierra Medical Building               Parker                       CO                            -            1,444                       14,059                3,509                   1,516                          17,496        19,012            8,609               10,403                       2009             2009      35 years
   Crown Point Healthcare Plaza              Parker                       CO                            -              852                        5,210                  715                     946                           5,831         6,777            1,470                5,307                       2008             2013      35 years
   Lutheran Medical Office Building II       Wheat Ridge                  CO                            -                -                        2,655                1,330                       -                           3,985         3,985            2,065                1,920                       1976             2010      35 years
   Lutheran Medical Office Building IV       Wheat Ridge                  CO                            -                -                        7,266                2,462                       -                           9,728         9,728            3,900                5,828                       1991             2010      35 years
   Lutheran Medical Office Building III      Wheat Ridge                  CO                            -                -                       11,947                2,324                       -                          14,271        14,271            4,947                9,324                       2004             2010      35 years
   DePaul Professional Office Building       Washington                   DC                            -                -                        6,424                3,064                       -                           9,488         9,488            4,754                4,734                       1987             2010      35 years
   Providence Medical Office Building        Washington                   DC                            -                -                        2,473                1,344                       -                           3,817         3,817            2,074                1,743                       1975             2010      35 years
   RTS Cape Coral                            Cape Coral                   FL                            -              368                        5,448                    -                     368                           5,448         5,816            1,761                4,055                       1984             2011      34 years
   RTS Ft. Myers                             Fort Myers                   FL                            -            1,153                        4,127                    -                   1,153                           4,127         5,280            1,604                3,676                       1989             2011      31 years
   RTS Key West                              Key West                     FL                            -              486                        4,380                    -                     486                           4,380         4,866            1,273                3,593                       1987             2011      35 years
   JFK Medical Plaza                         Lake Worth                   FL                            -              453                        1,711                 (147)                      -                           2,017         2,017              982                1,035                       1999             2004      35 years
   East Pointe Medical Plaza                 Lehigh Acres                 FL                            -              327                       11,816                    -                     327                          11,816        12,143            2,454                9,689                       1994             2015      35 years
   Palms West Building 6                     Loxahatchee                  FL                            -              965                        2,678                 (622)                      -                           3,021         3,021            1,383                1,638                       2000             2004      35 years


                                      145
--------------------------------------------------------------------------------
                                                             Location                                                    Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                          Life on
                                                                                                                                                                                                                                                                                                                                           Which
                                                                                                                                                                      Costs                                                                                                                                                             Depreciation
                                                                                                                                                                   Capitalized                                                                                                                                                           in Income
                                                                       State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                          Accumulated                              Year of               Year           Statement
                  Property Name                       City             Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements             Total         Depreciation          NBV             Construction           Acquired        is Computed
   Bay Medical Plaza                           Lynn Haven                 FL                            -            4,215                       15,041              (13,601)                  3,644                           2,011          5,655            2,374               3,281                       2003             2015      35 years
   RTS Naples                                  Naples                     FL                            -            1,152                        3,726                    -                   1,152                           3,726          4,878            1,221               3,657                       1999             2011      35 years
   Bay Medical Center                          Panama City                FL                            -               82                       17,400                3,507                      25                          20,964         20,989            2,669              18,320                       1987             2015      35 years
   RTS Pt. Charlotte                           Pt Charlotte               FL                            -              966                        4,581                    -                     966                           4,581          5,547            1,569               3,978                       1985             2011      34 years
   RTS Sarasota                                Sarasota                   FL                            -            1,914                        3,889                    -                   1,914                           3,889          5,803            1,405               4,398                       1996             2011      35 years
   Capital Regional MOB I                      Tallahassee                FL                            -              590                        8,773                 (324)                    193                           8,846          9,039            1,667               7,372                       1998             2015      35 years
   Athens Medical Complex                      Athens                     GA                            -            2,826                       18,339                  109                   2,826                          18,448         21,274            3,942              17,332                       2011             2015      35 years
   Doctors Center at St. Joseph's Hospital     Atlanta                    GA                            -              545                       80,152               24,683                     545                         104,835        105,380           26,230              79,150                       1978             2015      20 years
   Augusta POB I                               Augusta                    GA                            -              233                        7,894                2,512                     233                          10,406         10,639            6,961               3,678                       1978             2012      14 years
   Augusta POB II                              Augusta                    GA                            -              735                       13,717                6,831                     735                          20,548         21,283            7,882              13,401                       1987             2012      23 years
   Augusta POB III                             Augusta                    GA                            -              535                        3,857                  960                     535                           4,817          5,352            2,679               2,673                       1994             2012      22 years
   Augusta POB IV                              Augusta                    GA                            -              675                        2,182                2,296                     691                           4,462          5,153            2,726               2,427                       1995             2012      23 years
   Cobb Physicians Center                      Austell                    GA                            -            1,145                       16,805                1,948                   1,145                          18,753         19,898            7,398              12,500                       1992             2011      35 years
   Summit Professional Plaza I                 Brunswick                  GA                            -            1,821                        2,974                  376                   1,824                           3,347          5,171            3,601               1,570                       2004             2012      31 years
   Summit Professional Plaza II                Brunswick                  GA                            -              981                       13,818                  406                     981                          14,224         15,205            4,913              10,292                       1998             2012      35 years
   Fayette MOB                                 Fayetteville               GA                            -              895                       20,669                1,405                     895                          22,074         22,969            4,736              18,233                       2004             2015      35 years
   Woodlawn Commons 1121/1163                  Marietta                   GA                            -            5,495                       16,028                2,306                   5,586                          18,243         23,829            3,984              19,845                       1991             2015      35 years
   PAPP Clinic                                 Newnan                     GA                            -            2,167                        5,477                   68                   2,167                           5,545          7,712            1,736               5,976                       1994             2015      30 years
   Parkway Physicians Center                   Ringgold                   GA                            -              476                       10,017                1,381                     476                          11,398         11,874            4,383               7,491                       2004             2011      35 years
   Riverdale MOB                               Riverdale                  GA                            -            1,025                        9,783                  355                   1,025                          10,138         11,163            2,429               8,734                       2005             2015      35 years
   Rush Copley POB I                           Aurora                     IL                            -              120                       27,882                1,369                     120                          29,251         29,371            6,175              23,196                       1996             2015      34 years
   Rush Copley POB II                          Aurora                     IL                            -               49                       27,217                  522                      49                          27,739         27,788            5,557              22,231                       2009             2015      35 years
   Good Shepherd Physician Office Building I   Barrington                 IL                            -              152                        3,224                  835                     152                           4,059          4,211            1,028               3,183                       1979             2013      35 years
   Good Shepherd Physician Office Building II  Barrington                 IL                            -              512                       12,977                1,235                     512                          14,212         14,724            3,731              10,993                       1996             2013      35 years
   Trinity Hospital Physician Office Building  Chicago                    IL                            -              139                        3,329                1,587                     139                           4,916          5,055            1,631               3,424                       1971             2013      35 years
   Advocate Beverly Center                     Chicago                    IL                            -            2,227                       10,140                  412                   2,231                          10,548         12,779            3,271               9,508                       1986             2015      25 years
   Crystal Lakes Medical Arts                  Crystal Lake               IL                            -            2,490                       19,504                  437                   2,535                          19,896         22,431            4,438              17,993                       2007             2015      35 years
   Advocate Good Shepherd                      Crystal Lake               IL                            -            2,444                       10,953                  949                   2,444                          11,902         14,346            3,017              11,329                       2008             2015      33 years
   Physicians Plaza East                       Decatur                    IL                            -                -                          791                2,558                       5                           3,344          3,349            1,453               1,896                       1976             2010      35 years
   Physicians Plaza West                       Decatur                    IL                            -                -                        1,943                1,207                       -                           3,150          3,150            1,474               1,676                       1987             2010      35 years
   SIU Family Practice                         Decatur                    IL                            -                -                        3,900                3,782                       -                           7,682          7,682            3,567               4,115                       1996             2010      35 years
   304 W Hay Building                          Decatur                    IL                            -                -                        8,702                2,447                      29                          11,120         11,149            4,233               6,916                       2002             2010      35 years
   302 W Hay Building                          Decatur                    IL                            -                -                        3,467                  859                       -                           4,326          4,326            1,997               2,329                       1993             2010      35 years
   ENTA                                        Decatur                    IL                            -                -                        1,150                   16                       -                           1,166          1,166              511                 655                       1996             2010      35 years
   301 W Hay Building                          Decatur                    IL                            -                -                          640                   22                       -                             662            662              369                 293                       1980             2010      35 years
   South Shore Medical Building                Decatur                    IL                            -              902                          129                   56                     958                             129          1,087              223                 864                       1991             2010      35 years
   Kenwood Medical Center                      Decatur                    IL                            -                -                        1,689                1,520                       -                           3,209          3,209            1,376               1,833                       1997             2010      35 years
   DMH OCC Health & Wellness Partners          Decatur                    IL                            -              934                        1,386                  168                     943                           1,545          2,488              748               1,740                       1996             2010      35 years
   Rock Springs Medical                        Decatur                    IL                            -              399                          495                  109                     399                             604          1,003              309                 694                       1990             2010      35 years


                                      146
--------------------------------------------------------------------------------
                                                              Location                                                      Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                            Life on
                                                                                                                                                                                                                                                                                                                                             Which
                                                                                                                                                                         Costs                                                                                                                                                            Depreciation
                                                                                                                                                                      Capitalized                                                                                                                                                          in Income
                                                                          State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
                  Property Name                         City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   575 W Hay Building                          Decatur                       IL                            -              111                          739                   24                     111                             763           874              358                 516                       1984             2010      35 years
   Good Samaritan Physician Office Building I  Downers Grove                 IL                            -              407                       10,337                1,397                     407                          11,734        12,141            3,211               8,930                       1976             2013      35 years
   Good Samaritan Physician Office Building II Downers Grove                 IL                            -            1,013                       25,370                1,101                   1,013                          26,471        27,484            6,780              20,704                       1995             2013      35 years
   Eberle Medical Office Building ("Eberle     Elk Grove Village             IL                            -                -                       16,315                1,017                       -                          17,332        17,332            7,872               9,460                       2005             2009      35 years
   MOB")
   1425 Hunt Club Road MOB                     Gurnee                        IL                            -              249                        1,452                  976                     352                           2,325         2,677            1,086               1,591                       2005             2011      34 years
   1445 Hunt Club Drive                        Gurnee                        IL                            -              216                        1,405                  609                     325                           1,905         2,230            1,039               1,191                       2002             2011      31 years
   Gurnee Imaging Center                       Gurnee                        IL                            -               82                        2,731                    -                      82                           2,731         2,813              926               1,887                       2002             2011      35 years
   Gurnee Center Club                          Gurnee                        IL                            -              627                       17,851                    -                     627                          17,851        18,478            6,169              12,309                       2001             2011      35 years
   South Suburban Hospital Physician Office    Hazel Crest                   IL                            -              191                        4,370                  997                     191                           5,367         5,558            1,608               3,950                       1989             2013      35 years
   Building
   755 Milwaukee MOB                           Libertyville                  IL                            -              421                        3,716                3,386                     630                           6,893         7,523            3,942               3,581                       1990             2011      18 years
   890 Professional MOB                        Libertyville                  IL                            -              214                        2,630                  977                     214                           3,607         3,821            1,548               2,273                       1980             2011      26 years
   Libertyville Center Club                    Libertyville                  IL                            -            1,020                       17,176                    -                   1,020                          17,176        18,196            6,301              11,895                       1988             2011      35 years
   Christ Medical Center Physician Office      Oak Lawn                      IL                            -              658                       16,421                3,663                     658                          20,084        20,742            4,626              16,116                       1986             2013      35 years
   Building
   Methodist North MOB                         Peoria                        IL                            -            1,025                       29,493                   31                   1,025                          29,524        30,549            6,238              24,311                       2010             2015      35 years
   Davita Dialysis - Rockford                  Rockford                      IL                            -              256                        2,543                    -                     256                           2,543         2,799              634               2,165                       2009             2015      35 years
   Vernon Hills Acute Care Center              Vernon Hills                  IL                            -            3,376                          694               (2,101)                  1,195                             774         1,969              921               1,048                       1986             2011      15 years
   Wilbur S. Roby Building                     Anderson                      IN                            -                -                        2,653                1,340                       -                           3,993         3,993            2,072               1,921                       1992             2010      35 years
   Ambulatory Services Building                Anderson                      IN                            -                -                        4,266                2,129                       -                           6,395         6,395            3,297               3,098                       1995             2010      35 years
   St. John's Medical Arts Building            Anderson                      IN                            -                -                        2,281                2,114                       -                           4,395         4,395            2,121               2,274                       1973             2010      35 years
   Carmel I                                    Carmel                        IN                            -              466                        5,954                  833                     466                           6,787         7,253            2,809               4,444                       1985             2012      30 years
   Carmel II                                   Carmel                        IN                            -              455                        5,976                1,321                     455                           7,297         7,752            2,686               5,066                       1989             2012      33 years
   Carmel III                                  Carmel                        IN                            -              422                        6,194                1,039                     422                           7,233         7,655            2,594               5,061                       2001             2012      35 years
   Elkhart                                     Elkhart                       IN                            -            1,256                        1,973                    -                   1,256                           1,973         3,229            1,595               1,634                       1994             2011      32 years
   Lutheran Medical Arts                       Fort Wayne                    IN                            -              702                       13,576                  169                     714                          13,733        14,447            2,886              11,561                       2000             2015      35 years
   Dupont Road MOB                             Fort Wayne                    IN                            -              633                       13,479                  507                     672                          13,947        14,619            3,164              11,455                       2001             2015      35 years
   Harcourt Professional Office Building       Indianapolis                  IN                            -              519                       28,951                6,023                     519                          34,974        35,493           12,290              23,203                       1973             2012      28 years
   Cardiac Professional Office Building        Indianapolis                  IN                            -              498                       27,430                3,048                     498                          30,478        30,976            8,997              21,979                       1995             2012      35 years
   Oncology Medical Office Building            Indianapolis                  IN                            -              470                        5,703                2,598                     470                           8,301         8,771            2,328               6,443                       2003             2012      35 years
   CorVasc Medical Office Building             Indianapolis                  IN                            -              514                        9,617                  549                     871                           9,809        10,680            1,714               8,966                       2004             2016      36 years
   St. Francis South Medical Office Building   Indianapolis                  IN                            -                -                       20,649                2,225                       7                          22,867        22,874            5,957              16,917                       1995             2013      35 years
   Methodist Professional Center I             Indianapolis                  IN                            -               61                       37,411                7,415                      61                          44,826        44,887           16,914              27,973                       1985             2012      25 years
   Indiana Orthopedic Center of Excellence     Indianapolis                  IN                            -              967                       83,746                3,106                     967                          86,852        87,819           15,254              72,565                       1997             2015      35 years
   United Healthcare - Indy                    Indianapolis                  IN                            -            5,737                       32,116                  848                   5,737                          32,964        38,701            7,300              31,401                       1988             2015      35 years
   LaPorte                                     La Porte                      IN                            -              553                        1,309                    -                     553                           1,309         1,862              683               1,179                       1997             2011      34 years
   Mishawaka                                   Mishawaka                     IN                            -            3,787                        5,543                    -                   3,787                           5,543         9,330            4,657               4,673                       1993             2011      35 years
   Cancer Care Partners                        Mishawaka                     IN                            -            3,162                       28,633                  220                   3,162                          28,853        32,015            5,901              26,114                       2010             2015      35 years
   Michiana Oncology                           Mishawaka                     IN                            -            4,577                       20,939                   15                   4,581                          20,950        25,531            4,527              21,004                       2010             2015      35 years


                                      147
--------------------------------------------------------------------------------
                                                                Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                             Life on
                                                                                                                                                                                                                                                                                                                                              Which
                                                                                                                                                                          Costs                                                                                                                                                            Depreciation
                                                                                                                                                                       Capitalized                                                                                                                                                          in Income
                                                                           State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
                   Property Name                         City              Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   DaVita Dialysis - Paoli                       Paoli                        IN                            -              396                        2,056                    -                     396                           2,056         2,452              524               1,928                       2011             2015      35 years
   South Bend                                    South Bend                   IN                            -              792                        2,530                    -                     792                           2,530         3,322            1,085               2,237                       1996             2011      34 years
   OLBH Same Day Surgery Center MOB              Ashland                      KY                            -              101                       19,066                3,569                     101                          22,635        22,736            7,320              15,416                       1997             2012      26 years
   St. Elizabeth Covington                       Covington                    KY                            -              345                       12,790                  166                     345                          12,956        13,301            4,413               8,888                       2009             2012      35 years
   Jefferson Clinic                              Louisville                   KY                            -                -                          673                2,018                       -                           2,691         2,691              493               2,198                       2013             2013      35 years
   East Jefferson Medical Plaza                  Metairie                     LA                            -              168                       17,264                3,162                     168                          20,426        20,594            8,520              12,074                       1996             2012      32 years
   East Jefferson MOB                            Metairie                     LA                            -              107                       15,137                4,016                     107                          19,153        19,260            7,311              11,949                       1985             2012      28 years
   East Jefferson MRI                            Metairie                     LA                            -                -                            -                    -                       -                               -             -                -                   -                        CIP              CIP                CIP
   Lakeside POB I                                Metairie                     LA                            -            3,334                        4,974                  803                     342                           8,769         9,111            5,296               3,815                       1986             2011      22 years
   Lakeside POB II                               Metairie                     LA                            -            1,046                          802                 (156)                     53                           1,639         1,692            1,316                 376                       1980             2011      7 years
   Fresenius Medical                             Metairie                     LA                            -            1,195                        3,797                   84                   1,269                           3,807         5,076              874               4,202                       2012             2015      35 years
   RTS Berlin                                    Berlin                       MD                            -                -                        2,216                    -                       -                           2,216         2,216              783               1,433                       1994             2011      29 years
   Charles O. Fisher Medical Building            Westminster                  MD                       10,205                -                       13,795                1,888                       -                          15,683        15,683            8,018               7,665                       2009             2009      35 years
   Medical Specialties Building                  Kalamazoo                    MI                            -                -                       19,242                1,689                       -                          20,931        20,931            7,640              13,291                       1989             2010      35 years
   North Professional Building                   Kalamazoo                    MI                            -                -                        7,228                1,969                       -                           9,197         9,197            4,013               5,184                       1983             2010      35 years
   Borgess Navigation Center                     Kalamazoo                    MI                            -                -                        2,391                  302                       -                           2,693         2,693              884               1,809                       1976             2010      35 years
   Borgess Health & Fitness Center               Kalamazoo                    MI                            -                -                       11,959                  655                       -                          12,614        12,614            4,667               7,947                       1984             2010      35 years
   Heart Center Building                         Kalamazoo                    MI                            -                -                        8,420                  940                     176                           9,184         9,360            3,680               5,680                       1980             2010      35 years
   Medical Commons Building                      Kalamazoo Township           MI                            -                -                          661                  671                       -                           1,332         1,332              816                 516                       1979             2010      35 years
   RTS Madison Heights                           Madison Heights              MI                            -              401                        2,946                    -                     401                           2,946         3,347              999               2,348                       2002             2011      35 years
   Bronson Lakeview OPC                          Paw Paw                      MI                            -            3,835                       31,564                    -                   3,835                          31,564        35,399            7,361              28,038                       2006             2015      35 years
   Pro Med Center Plainwell                      Plainwell                    MI                            -                -                          697                   28                       -                             725           725              282                 443                       1991             2010      35 years
   Pro Med Center Richland                       Richland                     MI                            -              233                        2,267                  334                     325                           2,509         2,834              880               1,954                       1996             2010      35 years
   Henry Ford Dialysis Center                    Southfield                   MI                            -              589                        3,350                    -                     589                           3,350         3,939              773               3,166                       2002             2015      35 years
   Metro Health                                  Wyoming                      MI                            -            1,325                        5,479                    -                   1,325                           5,479         6,804            1,338               5,466                       2008             2015      35 years
   Spectrum Health                               Wyoming                      MI                            -            2,463                       14,353                    -                   2,463                          14,353        16,816            3,504              13,312                       2006             2015      35 years
   Cogdell Duluth MOB                            Duluth                       MN                            -                -                       33,406                  (19)                      -                          33,387        33,387            8,024              25,363                       2012             2012      35 years
   Allina Health                                 Elk River                    MN                            -            1,442                        7,742                  122                   1,455                           7,851         9,306            2,363               6,943                       2002             2015      35 years
   Unitron Hearing                               Plymouth                     MN                            -            2,646                        8,962                    5                   2,646                           8,967        11,613            3,065               8,548                       2011             2015      29 years
   HealthPartners Medical & Dental Clinics       Sartell                      MN                            -            2,492                       15,694                  413                   2,503                          16,096        18,599            5,658              12,941                       2010             2012      35 years
   University Physicians - Grants Ferry          Flowood                      MS                            -            2,796                       12,125                  (12)                  2,796                          12,113        14,909            4,388              10,521                       2010             2012      35 years
   Arnold Urgent Care                            Arnold                       MO                            -            1,058                          556                  413                   1,097                             930         2,027              663               1,364                       1999             2011      35 years
   DePaul Health Center North                    Bridgeton                    MO                            -              996                       10,045                3,681                     996                          13,726        14,722            7,113               7,609                       1976             2012      21 years
   DePaul Health Center South                    Bridgeton                    MO                            -              910                       12,169                2,838                     910                          15,007        15,917            5,977               9,940                       1992             2012      30 years
   St. Mary's Health Center MOB D                Clayton                      MO                            -              103                        2,780                1,622                     106                           4,399         4,505            2,268               2,237                       1984             2012      22 years
   Fenton Urgent Care Center                     Fenton                       MO                            -              183                        2,714                  404                     189                           3,112         3,301            1,456               1,845                       2003             2011      35 years
   Broadway Medical Office Building              Kansas City                  MO                            -            1,300                       12,602               11,591                   1,385                          24,108        25,493            9,296              16,197                       1976             2007      35 years
   St. Joseph Medical Building                   Kansas City                  MO                            -              305                        7,445                2,750                     305                          10,195        10,500            3,178               7,322                       1988             2012      32 years


                                      148
--------------------------------------------------------------------------------
                                                             Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                          Life on
                                                                                                                                                                                                                                                                                                                                           Which
                                                                                                                                                                       Costs                                                                                                                                                            Depreciation
                                                                                                                                                                    Capitalized                                                                                                                                                          in Income
                                                                        State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
                  Property Name                        City             Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   St. Joseph Medical Mall                     Kansas City                 MO                            -              530                        9,115                  773                     530                           9,888        10,418            3,549               6,869                       1995             2012      33 years
   Carondelet Medical Building                 Kansas City                 MO                            -              745                       12,437                3,967                     745                          16,404        17,149            6,521              10,628                       1979             2012      29 years
   St. Joseph Hospital West Medical Office     Lake Saint Louis            MO                            -              524                        3,229                1,036                     524                           4,265         4,789            1,781               3,008                       2005             2012      35 years
   Building II
   St. Joseph O'Fallon Medical Office Building O'Fallon                    MO                            -              940                        5,556                  493                   1,060                           5,929         6,989            2,054               4,935                       1992             2012      35 years
   Sisters of Mercy Building                   Springfield                 MO                            -            3,427                        8,697                    -                   3,427                           8,697        12,124            2,259               9,865                       2008             2015      35 years
   St. Joseph Health Center Medical Building 1 St. Charles                 MO                            -              503                        4,336                1,865                     503                           6,201         6,704            3,336               3,368                       1987             2012      20 years
   St. Joseph Health Center Medical Building 2 St. Charles                 MO                            -              369                        2,963                1,665                     369                           4,628         4,997            2,149               2,848                       1999             2012      32 years
   Physicians Office Center                    St. Louis                   MO                            -            1,445                       13,825                1,117                   1,445                          14,942        16,387            7,011               9,376                       2003             2011      35 years
   12700 Southford Road Medical Plaza          St. Louis                   MO                            -              595                       12,584                3,039                     595                          15,623        16,218            6,734               9,484                       1993             2011      32 years
   Mercy South MOB A                           St. Louis                   MO                            -              409                        4,687                2,129                     409                           6,816         7,225            3,717               3,508                       1975             2011      20 years
   Mercy South MOB B                           St. Louis                   MO                            -              350                        3,942                1,502                     350                           5,444         5,794            3,147               2,647                       1980             2011      21 years
   Lemay Urgent Care Center                    St. Louis                   MO                            -            2,317                        3,120                 (607)                  2,355                           2,475         4,830            2,418               2,412                       1983             2011      22 years
   St. Mary's Health Center MOB B              St. Louis                   MO                            -              119                        4,161               12,660                     119                          16,821        16,940            4,312              12,628                       1979             2012      23 years
   St. Mary's Health Center MOB C              St. Louis                   MO                            -              136                        6,018                4,390                     256                          10,288        10,544            3,700               6,844                       1969             2012      20 years
   Carson Tahoe Specialty Medical Center       Carson City                 NV                            -            2,748                       27,010                4,297                   2,898                          31,157        34,055            7,100              26,955                       1981             2015      35 years
   Carson Tahoe MOB West                       Carson City                 NV                            -              802                       11,855                  229                     703                          12,183        12,886            2,739              10,147                       2007             2015      29 years
   Del E Webb Medical Plaza                    Henderson                   NV                            -            1,028                       16,993                2,878                   1,028                          19,871        20,899            7,784              13,115                       1999             2011      35 years
   Durango Medical Plaza                       Las Vegas                   NV                            -            3,787                       27,738               (1,709)                  3,683                          26,133        29,816            5,644              24,172                       2008             2015      35 years
   The Terrace at South Meadows                Reno                        NV                        6,270              504                        9,966                  874                     517                          10,827        11,344            4,276               7,068                       2004             2011      35 years
   Cooper Health MOB I                         Willingboro                 NJ                            -            1,389                        2,742                  134                   1,398                           2,867         4,265              828               3,437                       2010             2015      35 years
   Cooper Health MOB II                        Willingboro                 NJ                            -              594                        5,638                   65                     594                           5,703         6,297            1,246               5,051                       2012             2015      35 years
   Salem Medical                               Woodstown                   NJ                            -              275                        4,132                   23                     275                           4,155         4,430              894               3,536                       2010             2015      35 years
   Albany Medical Center MOB                   Albany                      NY                            -              321                       18,389                   35                     356                          18,389        18,745            3,406              15,339                       2010             2015      35 years
   St. Peter's Recovery Center                 Guilderland                 NY                            -            1,059                        9,156                    -                   1,059                           9,156        10,215            2,287               7,928                       1990             2015      35 years
   Central NY Medical Center                   Syracuse                    NY                            -            1,786                       26,101                5,075                   1,792                          31,170        32,962           10,709              22,253                       1997             2012      33 years
   Northcountry MOB                            Watertown                   NY                            -            1,320                       10,799                  444                   1,364                          11,199        12,563            2,686               9,877                       2001             2015      35 years
   Randolph                                    Charlotte                   NC                            -            6,370                        2,929                2,694                   6,442                           5,551        11,993            4,711               7,282                       1973             2012      4 years
   Mallard Crossing I                          Charlotte                   NC                            -            3,229                        2,072                  944                   3,269                           2,976         6,245            2,313               3,932                       1997             2012      25 years
   Medical Arts Building                       Concord                     NC                            -              701                       11,734                1,977                     701                          13,711        14,412            5,602               8,810                       1997             2012      31 years
   Gateway Medical Office Building             Concord                     NC                            -            1,100                        9,904                  724                   1,100                          10,628        11,728            4,508               7,220                       2005             2012      35 years
   Copperfield Medical Mall                    Concord                     NC                            -            1,980                        2,846                  664                   2,139                           3,351         5,490            2,116               3,374                       1989             2012      25 years
   Weddington Internal & Pediatric Medicine    Concord                     NC                            -              574                          688                   37                     574                             725         1,299              438                 861                       2000             2012      27 years
   Rex Wellness Center                         Garner                      NC                            -            1,348                        5,330                  444                   1,354                           5,768         7,122            1,670               5,452                       2003             2015      34 years
   Gaston Professional Center                  Gastonia                    NC                            -              833                       24,885                3,249                     863                          28,104        28,967            9,264              19,703                       1997             2012      35 years
   Harrisburg Family Physicians                Harrisburg                  NC                            -              679                        1,646                   73                     679                           1,719         2,398              710               1,688                       1996             2012      35 years
   Harrisburg Medical Mall                     Harrisburg                  NC                            -            1,339                        2,292                  342                   1,339                           2,634         3,973            1,462               2,511                       1997             2012      27 years
   Northcross                                  Huntersville                NC                            -              623                          278                  231                     623                             509         1,132              348                 784                       1993             2012      22 years
   REX Knightdale MOB & Wellness Center        Knightdale                  NC                            -                -                       22,823                1,003                      50                          23,776        23,826            6,077              17,749                       2009             2012      35 years


                                      149
--------------------------------------------------------------------------------
                                                              Location                                                   Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                         Life on
                                                                                                                                                                                                                                                                                                                                          Which
                                                                                                                                                                      Costs                                                                                                                                                            Depreciation
                                                                                                                                                                   Capitalized                                                                                                                                                          in Income
                                                                       State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
                   Property Name                       City            Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   Midland Medical Park                          Midland                  NC                            -            1,221                          847                  132                   1,233                             967         2,200              703               1,497                       1998             2012      25 years
   East Rocky Mount Kidney Center                Rocky Mount              NC                            -              803                          998                   34                     805                           1,030         1,835              521               1,314                       2000             2012      33 years
   Rocky Mount Kidney Center                     Rocky Mount              NC                            -              479                        1,297                   60                     479                           1,357         1,836              711               1,125                       1990             2012      25 years
   Rocky Mount Medical Park                      Rocky Mount              NC                            -            2,552                        7,779                2,774                   2,652                          10,453        13,105            4,587               8,518                       1991             2012      30 years
   Trinity Health Medical Arts Clinic            Minot                    ND                            -              935                       15,482                  715                     951                          16,181        17,132            4,707              12,425                       1995             2015      26 years
   Anderson Medical Arts Building I              Cincinnati               OH                            -                -                        9,632                2,366                     146                          11,852        11,998            5,811               6,187                       1984             2007      35 years
   Anderson Medical Arts Building II             Cincinnati               OH                            -                -                       15,123                3,930                       -                          19,053        19,053            8,521              10,532                       2007             2007      35 years
   Riverside North Medical Office Building       Columbus                 OH                            -              785                        8,519                2,050                     785                          10,569        11,354            5,224               6,130                       1962             2012      25 years
   Riverside South Medical Office Building       Columbus                 OH                            -              586                        7,298                  997                     610                           8,271         8,881            3,880               5,001                       1985             2012      27 years
   340 East Town Medical Office Building         Columbus                 OH                            -               10                        9,443                1,353                      10                          10,796        10,806            4,118               6,688                       1984             2012      29 years
   393 East Town Medical Office Building         Columbus                 OH                            -               61                        4,760                  780                      61                           5,540         5,601            2,637               2,964                       1970             2012      20 years
   141 South Sixth Medical Office Building       Columbus                 OH                            -               80                        1,113                2,923                      80                           4,036         4,116            1,175               2,941                       1971             2012      14 years
   Doctors West Medical Office Building          Columbus                 OH                            -              414                        5,362                  884                     414                           6,246         6,660            2,475               4,185                       1998             2012      35 years
   Eastside Health Center                        Columbus                 OH                            -              956                        3,472                   (2)                    956                           3,470         4,426            2,435               1,991                       1977             2012      15 years
   East Main Medical Office Building             Columbus                 OH                            -              440                        4,771                   72                     440                           4,843         5,283            1,859               3,424                       2006             2012      35 years
   Heart Center Medical Office Building          Columbus                 OH                            -            1,063                       12,140                  923                   1,063                          13,063        14,126            4,988               9,138                       2004             2012      35 years
   Wilkins Medical Office Building               Columbus                 OH                            -              123                       18,062                2,302                     123                          20,364        20,487            5,639              14,848                       2002             2012      35 years
   Grady Medical Office Building                 Delaware                 OH                            -              239                        2,263                  724                     239                           2,987         3,226            1,388               1,838                       1991             2012      25 years
   Dublin Northwest Medical Office Building      Dublin                   OH                            -              342                        3,278                  376                     354                           3,642         3,996            1,610               2,386                       2001             2012      34 years
   Preserve III Medical Office Building          Dublin                   OH                            -            2,449                        7,025                1,211                   2,449                           8,236        10,685            3,581               7,104                       2006             2012      35 years
   Zanesville Surgery Center                     Zanesville               OH                            -              172                        9,403                   69                     241                           9,403         9,644            2,981               6,663                       2000             2011      35 years
   Dialysis Center                               Zanesville               OH                            -              534                          855                  138                     534                             993         1,527              706                 821                       1960             2011      21 years
   Genesis Children's Center                     Zanesville               OH                            -              538                        3,781                    -                     538                           3,781         4,319            1,606               2,713                       2006             2011      30 years
   Medical Arts Building I                       Zanesville               OH                            -              429                        2,405                  674                     444                           3,064         3,508            1,774               1,734                       1970             2011      20 years
   Medical Arts Building II                      Zanesville               OH                            -              485                        6,013                1,715                     545                           7,668         8,213            3,931               4,282                       1995             2011      25 years
   Medical Arts Building III                     Zanesville               OH                            -               94                        1,248                    -                      94                           1,248         1,342              659                 683                       1970             2011      25 years
   Primecare Building                            Zanesville               OH                            -              130                        1,344                  648                     130                           1,992         2,122            1,197                 925                       1978             2011      20 years
   Outpatient Rehabilitation Building            Zanesville               OH                            -               82                        1,541                    -                      82                           1,541         1,623              704                 919                       1985             2011      28 years
   Radiation Oncology Building                   Zanesville               OH                            -              105                        1,201                  952                     114                           2,144         2,258              661               1,597                       1988             2011      25 years
   Healthplex                                    Zanesville               OH                            -            2,488                       15,849                1,199                   2,649                          16,887        19,536            7,407              12,129                       1990             2011      32 years
   Physicians Pavilion                           Zanesville               OH                            -              422                        6,297                1,722                     422                           8,019         8,441            4,022               4,419                       1990             2011      25 years
   Zanesville Northside Pharmacy                 Zanesville               OH                            -               42                          635                    -                      42                             635           677              299                 378                       1985             2011      28 years
   Bethesda Campus MOB III                       Zanesville               OH                            -              188                        1,137                  308                     222                           1,411         1,633              700                 933                       1978             2011      25 years
   Tuality 7th Avenue Medical Plaza              Hillsboro                OR                       17,194            1,516                       24,638                1,516                   1,546                          26,124        27,670            9,752              17,918                       2003             2011      35 years
   Professional Office Building I                Chester                  PA                            -                -                        6,283                3,906                       -                          10,189        10,189            5,512               4,677                       1978             2004      30 years
   DCMH Medical Office Building                  Drexel Hill              PA                            -                -                       10,424                3,268                       -                          13,692        13,692            7,630               6,062                       1984             2004      30 years
   Pinnacle Health                               Harrisburg               PA                            -            2,574                       16,767                1,479                   2,901                          17,919        20,820            4,369              16,451                       2002             2015      35 years
   Lancaster Rehabilitation Hospital             Lancaster                PA                            -              959                       16,610                  (16)                    959                          16,594        17,553            5,693              11,860                       2007             2012      35 years
   Lancaster ASC MOB                             Lancaster                PA                            -              593                       17,117                  526                     609                          17,627        18,236            6,638              11,598                       2007             2012      35 years


                                      150
--------------------------------------------------------------------------------
                                                                 Location                                                    Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                             Life on
                                                                                                                                                                                                                                                                                                                                              Which
                                                                                                                                                                          Costs                                                                                                                                                            Depreciation
                                                                                                                                                                       Capitalized                                                                                                                                                          in Income
                                                                           State /                                    Land and              Buildings and              Subsequent               Land and                Buildings and                         Accumulated                              Year of               Year           Statement
                    Property Name                         City             Province           Encumbrances          Improvements             Improvements            to Acquisition1          Improvements              Improvements            Total         Depreciation          NBV             Construction           Acquired        is Computed
   St. Joseph Medical Office Building              Reading                    PA                            -                -                       10,823                  811                       -                          11,634        11,634            4,639               6,995                       2006             2010      35 years
   Crozer - Keystone MOB I                         Springfield                PA                            -            9,130                       47,078                    -                   9,130                          47,078        56,208           12,697              43,511                       1996             2015      35 years
   Crozer-Keystone MOB II                          Springfield                PA                            -            5,178                        6,523                    -                   5,178                           6,523        11,701            1,871               9,830                       1998             2015      25 years
   Doylestown Health & Wellness Center             Warrington                 PA                            -            4,452                       17,383                1,310                   4,497                          18,648        23,145            6,971              16,174                       2001             2012      34 years
   Roper Medical Office Building                   Charleston                 SC                            -              127                       14,737                4,522                     138                          19,248        19,386            8,148              11,238                       1990             2012      28 years
   St. Francis Medical Plaza (Charleston)          Charleston                 SC                            -              447                        3,946                  870                     447                           4,816         5,263            2,162               3,101                       2003             2012      35 years
   Providence MOB I                                Columbia                   SC                            -              225                        4,274                1,308                     225                           5,582         5,807            3,135               2,672                       1979             2012      18 years
   Providence MOB II                               Columbia                   SC                            -              122                        1,834                1,212                     150                           3,018         3,168            1,310               1,858                       1985             2012      18 years
   Providence MOB III                              Columbia                   SC                            -              766                        4,406                1,632                     766                           6,038         6,804            2,467               4,337                       1990             2012      23 years
   One Medical Park                                Columbia                   SC                            -              210                        7,939                3,637                     228                          11,558        11,786            5,280               6,506                       1984             2012      19 years
   Three Medical Park                              Columbia                   SC                            -               40                       10,650                2,142                      40                          12,792        12,832            5,938               6,894                       1988             2012      25 years
   St. Francis Millennium Medical Office Building  Greenville                 SC                       17,326                -                       13,062               10,807                      30                          23,839        23,869           12,878              10,991                       2009             2009      35 years
   200 Andrews                                     Greenville                 SC                            -              789                        2,014                1,600                     810                           3,593         4,403            2,273               2,130                       1994             2012      29 years
   St. Francis CMOB                                Greenville                 SC                            -              501                        7,661                1,478                     501                           9,139         9,640            3,243               6,397                       2001             2012      35 years
   St. Francis Outpatient Surgery Center           Greenville                 SC                            -            1,007                       16,538                1,083                   1,007                          17,621        18,628            6,991              11,637                       2001             2012      35 years
   St. Francis Professional Medical Center         Greenville                 SC                            -              342                        6,337                2,447                     395                           8,731         9,126            3,880               5,246                       1984             2012      24 years
   St. Francis Women's                             Greenville                 SC                            -              322                        4,877                1,632                     322                           6,509         6,831            3,257               3,574                       1991             2012      24 years
   St. Francis Medical Plaza (Greenville)          Greenville                 SC                            -               88                        5,876                2,409                      98                           8,275         8,373            3,356               5,017                       1998             2012      24 years
   River Hills Medical Plaza                       Little River               SC                            -            1,406                        1,813                  230                   1,417                           2,032         3,449            1,134               2,315                       1999             2012      27 years

Mount Pleasant Medical Office Longpoint Mount Pleasant

   SC                            -              670                        4,455                1,392                     632                           5,885         6,517            2,757               3,760                       2001             2012      34 years
   Medical Arts Center of Orangeburg               Orangeburg                 SC                            -              823                        3,299                  588                     836                           3,874         4,710            1,648               3,062                       1984             2012      28 years
   Mary Black Westside Medical Office Bldg         Spartanburg                SC                            -              291                        5,057                  626                     300                           5,674         5,974            2,426               3,548                       1991             2012      31 years
   Spartanburg ASC                                 Spartanburg                SC                            -            1,333                       15,756                    -                   1,333                          15,756        17,089            3,085              14,004                       2002             2015      35 years
   Spartanburg Regional MOB                        Spartanburg                SC                            -              207                       17,963                  889                     290                          18,769        19,059            4,020              15,039                       1986             2015      35 years
   Wellmont Blue Ridge MOB                         Bristol                    TN                            -              999                        5,027                  110                   1,032                           5,104         6,136            1,288               4,848                       2001             2015      35 years
   Health Park Medical Office Building             Chattanooga                TN                            -            2,305                        8,949                  799                   2,385                           9,668        12,053            3,548               8,505                       2004             2012      35 years
   Peerless Crossing Medical Center                Cleveland                  TN                            -            1,217                        6,464                   77                   1,217                           6,541         7,758            2,350               5,408                       2006             2012      35 years
   St. Mary's Clinton Professional Office Building Clinton                    TN                            -              298                          618                  121                     298                             739         1,037              321                 716                       1988             2015      39 years
   St. Mary's Farragut MOB                         Farragut                   TN                            -              221                        2,719                  257                     221                           2,976         3,197              881               2,316                       1997             2015      39 years
   Medical Center Physicians Tower                 Jackson                    TN                       12,346              549                       27,074                  107                     598                          27,132        27,730            9,930              17,800                       2010             2012      35 years
   St. Mary's Ambulatory Surgery Center            Knoxville                  TN                            -              129                        1,012                    -                     129                           1,012         1,141              527                 614                       1999             2015      24 years
   Texas Clinic at Arlington                       Arlington                  TX                            -            2,781                       24,515                  909                   2,879                          25,326        28,205            5,291              22,914                       2010             2015      35 years
   Seton Medical Park Tower                        Austin                     TX                            -              805                       41,527               10,885                   1,329                          51,888        53,217           14,354              38,863                       1968             2012      35 years
   Seton Northwest Health Plaza                    Austin                     TX                            -              444                       22,632                3,980                     444                          26,612        27,056            8,464              18,592                       1988             2012      35 years
   Seton Southwest Health Plaza                    Austin                     TX                            -              294                        5,311                  637                     294                           5,948         6,242            1,809               4,433                       2004             2012      35 years
   Seton Southwest Health Plaza II                 Austin                     TX                            -              447                       10,154                   84                     447                          10,238        10,685            3,201               7,484                       2009             2012      35 years
   BioLife Sciences Building                       Denton                     TX                            -            1,036                        6,576                    -                   1,036                           6,576         7,612            1,658               5,954                       2010             2015      35 years


                                      151
--------------------------------------------------------------------------------
                                                              Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                            Life on
                                                                                                                                                                                                                                                                                                                                             Which
                                                                                                                                                                        Costs                                                                                                                                                             Depreciation
                                                                                                                                                                     Capitalized                                                                                                                                                           in Income
                                                                        State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                          Accumulated                              Year of               Year           Statement
                  Property Name                        City             Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements              Improvements             Total         Depreciation          NBV             Construction           Acquired        is Computed
   East Houston MOB, LLC                        Houston                    TX                             -              356                        2,877                1,242                     328                           4,147          4,475            3,245               1,230                       1982             2011      15 years
   East Houston Medical Plaza                   Houston                    TX                             -              671                          426                   10                     237                             870          1,107            1,023                  84                       1982             2011      11 years
   Memorial Hermann                             Houston                    TX                             -              822                       14,307                    -                     822                          14,307         15,129            2,943              12,186                       2012             2015      35 years
   Scott & White Healthcare                     Kingsland                  TX                             -              534                        5,104                    -                     534                           5,104          5,638            1,203               4,435                       2012             2015      35 years
   Lakeway Medical Plaza                        Lakeway                    TX                         8,969              270                       20,169                2,625                     270                          22,794         23,064            1,569              21,495                       2011             2018      35 years
   Odessa Regional MOB                          Odessa                     TX                             -              121                        8,935                    -                     121                           8,935          9,056            1,911               7,145                       2008             2015      35 years
   Legacy Heart Center                          Plano                      TX                             -            3,081                        8,890                  183                   3,081                           9,073         12,154            2,364               9,790                       2005             2015      35 years
   Seton Williamson Medical Plaza               Round Rock                 TX                             -                -                       15,074                  870                       -                          15,944         15,944            6,218               9,726                       2008             2010      35 years
   Sunnyvale Medical Plaza                      Sunnyvale                  TX                             -            1,186                       15,397                  448                   1,243                          15,788         17,031            3,613              13,418                       2009             2015      35 years
   Texarkana ASC                                Texarkana                  TX                             -              814                        5,903                  166                     814                           6,069          6,883            1,665               5,218                       1994             2015      30 years
   Spring Creek Medical Plaza                   Tomball                    TX                             -            2,165                        8,212                  355                   2,165                           8,567         10,732            1,780               8,952                       2006             2015      35 years
   MRMC MOB I                                   Mechanicsville             VA                             -            1,669                        7,024                  711                   1,669                           7,735          9,404            3,824               5,580                       1993             2012      31 years
   Henrico MOB                                  Richmond                   VA                             -              968                        6,189                1,534                     359                           8,332          8,691            4,041               4,650                       1976             2011      25 years
   St. Mary's MOB North (Floors 6 & 7)          Richmond                   VA                             -              227                        2,961                1,105                     227                           4,066          4,293            1,950               2,343                       1968             2012      22 years
   Stony Point Medical Center                   Richmond                   VA                             -            3,822                       16,127                  807                   3,822                          16,934         20,756            3,537              17,219                       2004             2015      35 years
   St. Francis Cancer Center                    Richmond                   VA                             -              654                       18,331                2,385                     657                          20,713         21,370            4,327              17,043                       2006             2015      35 years
   Bonney Lake Medical Office Building          Bonney Lake                WA                        10,159            5,176                       14,375                  321                   5,176                          14,696         19,872            5,659              14,213                       2011             2012      35 years
   Good Samaritan Medical Office Building       Puyallup                   WA                        11,872              781                       30,368                3,233                     893                          33,489         34,382           10,513              23,869                       2011             2012      35 years
   Holy Family Hospital Central MOB             Spokane                    WA                             -                -                       19,085                  475                       -                          19,560         19,560            5,010              14,550                       2007             2012      35 years
   Physician's Pavilion                         Vancouver                  WA                             -            1,411                       32,939                1,388                   1,450                          34,288         35,738           12,059              23,679                       2001             2011      35 years
   Administration Building                      Vancouver                  WA                             -              296                        7,856                   59                     317                           7,894          8,211            2,743               5,468                       1972             2011      35 years
   Medical Center Physician's Building          Vancouver                  WA                             -            1,225                       31,246                4,257                   1,488                          35,240         36,728           12,541              24,187                       1980             2011      35 years
   Memorial MOB                                 Vancouver                  WA                             -              663                       12,626                1,621                     690                          14,220         14,910            5,054               9,856                       1999             2011      35 years
   Salmon Creek MOB                             Vancouver                  WA                             -            1,325                        9,238                  607                   1,325                           9,845         11,170            3,441               7,729                       1994             2011      35 years
   Fisher's Landing MOB                         Vancouver                  WA                             -            1,590                        5,420                  457                   1,613                           5,854          7,467            2,415               5,052                       1995             2011      34 years
   Columbia Medical Plaza                       Vancouver                  WA                             -              281                        5,266                  544                     331                           5,760          6,091            2,141               3,950                       1991             2011      35 years
   Appleton Heart Institute                     Appleton                   WI                             -                -                        7,775                   46                       -                           7,821          7,821            2,691               5,130                       2003             2010      39 years
   Appleton Medical Offices West                Appleton                   WI                             -                -                        5,756                1,146                       -                           6,902          6,902            2,283               4,619                       1989             2010      39 years
   Appleton Medical Offices South               Appleton                   WI                             -                -                        9,058                  537                       -                           9,595          9,595            3,416               6,179                       1983             2010      39 years
   Brookfield Clinic                            Brookfield                 WI                             -            2,638                        4,093               (2,198)                    440                           4,093          4,533            1,810               2,723                       1999             2011      35 years
   Lakeshore Medical Clinic - Franklin          Franklin                   WI                             -            1,973                        7,579                  149                   2,029                           7,672          9,701            1,947               7,754                       2008             2015      34 years
   Lakeshore Medical Clinic - Greenfield        Greenfield                 WI                             -            1,223                       13,387                  126                   1,223                          13,513         14,736            2,795              11,941                       2010             2015      35 years
   Aurora Health Care - Hartford                Hartford                   WI                             -            3,706                       22,019                    -                   3,706                          22,019         25,725            5,165              20,560                       2006             2015      35 years
   Hartland Clinic                              Hartland                   WI                             -              321                        5,050                    -                     321                           5,050          5,371            1,919               3,452                       1994             2011      35 years
   Aurora Healthcare - Kenosha                  Kenosha                    WI                             -            7,546                       19,155                    -                   7,546                          19,155         26,701            4,590              22,111                       2014             2015      35 years
   Univ of Wisconsin Health                     Monona                     WI                             -              678                        8,017                  202                     678                           8,219          8,897            2,050               6,847                       2011             2015      35 years
   Theda Clark Medical Center Office Pavilion   Neenah                     WI                             -                -                        7,080                1,216                       -                           8,296          8,296            2,861               5,435                       1993             2010      39 years
   Aylward Medical Building Condo Floors 3 & 4  Neenah                     WI                             -                -                        4,462                  250                       -                           4,712          4,712            1,762               2,950                       2006             2010      39 years


                                      152
--------------------------------------------------------------------------------
                                                               Location                                                     Initial Cost to Company                                          Gross Amount Carried at Close of Period
                                                                                                                                                                                                                                                                                                                                                    Life on
                                                                                                                                                                                                                                                                                                                                                     Which
                                                                                                                                                                         Costs                                                                                                                                                                    Depreciation
                                                                                                                                                                      Capitalized                                                                                                                                                                  in Income
                                                                         State /                                     Land and              Buildings and              Subsequent               Land and                Buildings and                             Accumulated                                  Year of               Year           Statement
                   Property Name                        City             Province           Encumbrances           Improvements             Improvements            to Acquisition1          Improvements               Improvements             Total          Depreciation             NBV               Construction           Acquired        is Computed
   Aurora Health Care - Neenah                   Neenah                     WI                             -            2,033                        9,072                    -                   2,033                            9,072          11,105             2,284                   8,821                       2006             2015      35 years
   New Berlin Clinic                             New Berlin                 WI                             -              678                        7,121                    -                     678                            7,121           7,799             2,913                   4,886                       1999             2011      35 years
   United Healthcare - Onalaska                  Onalaska                   WI                             -            4,623                        5,527                   38                   4,623                            5,565          10,188             1,807                   8,381                       1995             2015      35 years
   WestWood Health & Fitness                     Pewaukee                   WI                             -              823                       11,649                    -                     823                           11,649          12,472             4,763                   7,709                       1997             2011      35 years
   Aurora Health Care - Two Rivers               Two Rivers                 WI                             -            5,638                       25,308                    -                   5,638                           25,308          30,946             5,983                  24,963                       2006             2015      35 years
   Watertown Clinic                              Watertown                  WI                             -              166                        3,234                    -                     166                            3,234           3,400             1,184                   2,216                       2003             2011      35 years
   Southside Clinic                              Waukesha                   WI                             -              218                        5,273                    -                     218                            5,273           5,491             1,950                   3,541                       1997             2011      35 years
   Rehabilitation Hospital                       Waukesha                   WI                             -              372                       15,636                    -                     372                           15,636          16,008             5,114                  10,894                       2008             2011      35 years
   United Healthcare - Wauwatosa                 Wawatosa                   WI                             -            8,012                       15,992                   76                   8,012                           16,068          24,080             4,634                  19,446                       1995             2015      35 years
   TOTAL FOR MEDICAL OFFICE BUILDINGS                                                                386,320          376,960                    4,168,796              461,561                 372,864                        4,634,453       5,007,317         1,477,051               3,530,266

LIFE SCIENCES OFFICE BUILDINGS

   300 George Street                             New Haven                  CT                             -            2,262                      122,144                7,780                   2,582                          129,604         132,186            12,486                 119,700                       2014             2016      50 years
   Univ. of Miami Life Science and Technology    Miami                      FL                             -            2,249                       87,019                6,325                   2,253                           93,340          95,593            11,326                  84,267                       2014             2016      53 years
   Park
   IIT                                           Chicago                    IL                             -               30                       55,620                1,061                      30                           56,681          56,711             5,923                  50,788                       2006             2016      46 years
   University of Maryland BioPark I Unit 1       Baltimore                  MD                             -              113                       25,199                  819                     113                           26,018          26,131             2,607                  23,524                       2005             2016      50 years
   University of Maryland BioPark II             Baltimore                  MD                             -               61                       91,764                5,363                      61                           97,127          97,188            10,331                  86,857                       2007             2016      50 years
   University of Maryland BioPark Garage         Baltimore                  MD                             -               77                        4,677                  443                      77                            5,120           5,197               897                   4,300                       2007             2016      29 years
   Tributary Street                              Baltimore                  MD                             -            4,015                       15,905                  597                   4,015                           16,502          20,517             2,378                  18,139                       1998             2016      45 years
   Beckley Street                                Baltimore                  MD                             -            2,813                       13,481                  832                   2,813                           14,313          17,126             2,104                  15,022                       1999             2016      45 years
   University of Maryland BioPark III            Baltimore                  MD                             -            1,067                          857                    -                   1,067                              857           1,924                 6                   1,918                        CIP              CIP        CIP
   Heritage at 4240                              Saint Louis                MO                             -              403                       47,125                1,258                     452                           48,334          48,786             6,511                  42,275                       2013             2016      45 years
   Cortex 1                                      Saint Louis                MO                             -              631                       26,543                1,172                     631                           27,715          28,346             3,758                  24,588                       2005             2016      50 years
   BRDG Park                                     Saint Louis                MO                             -              606                       37,083                2,246                     606                           39,329          39,935             4,480                  35,455                       2009             2016      52 years
   4220 Duncan Avenue                            St Louis                   MO                             -            1,871                       35,044                9,974                   1,871                           45,018          46,889             7,105                  39,784                       2018             2018      35 years
   311 South Sarah Street                        St. Louis                  MO                             -            5,154                            -                    -                   5,154                                -           5,154               314                   4,840                        CIP              CIP        CIP
   4300 Duncan                                   St. Louis                  MO                             -            2,818                       46,749                   18                   2,818                           46,767          49,585             4,830                  44,755                       2008             2017      35 years
   Weston Parkway                                Cary                       NC                             -            1,372                        6,535                1,743                   1,372                            8,278           9,650             1,489                   8,161                       1990             2016      50 years
   Patriot Drive                                 Durham                     NC                             -            1,960                       10,749                  378                   1,960                           11,127          13,087             1,364                  11,723                       2010             2016      50 years
   Chesterfield                                  Durham                     NC                             -            3,594                       57,781                5,558                   3,619                           63,314          66,933            14,396                  52,537                       2017             2017      60 years
   Paramount Parkway                             Morrisville                NC                             -            1,016                       19,794                  617                   1,016                           20,411          21,427             2,824                  18,603                       1999             2016      45 years
   Center for Technology & Innovation            Raleigh                    NC                             -              786                       50,674                    -                     786                           50,674          51,460             1,400                  50,060                       2016             2020      35 years
   Keystone Science Center                       Raleigh                    NC                             -              408                       25,841                    -                     408                           25,841          26,249               715                  25,534                       2010             2020      35 years
   Wake 90                                       Winston-Salem              NC                             -            2,752                       79,949                1,757                   2,752                           81,706          84,458            10,584                  73,874                       2013             2016      40 years
   Wake 60                                       Winston-Salem              NC                        15,000            1,243                       83,414                1,370                   1,243                           84,784          86,027            12,079                  73,948                       2016             2016      35 years
   Bailey Power Plant                            Winston-Salem              NC                             -            1,930                       34,122                  249                     846                           35,455          36,301             4,359                  31,942                       2017             2017      35 years
   Hershey Center Unit 1                         Hummelstown                PA                             -              813                       23,699                  965                     819                           24,658          25,477             2,882                  22,595                       2007             2016      50 years


                                      153
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Gross Amount Carried at Close of

                                                             Location                                   Initial Cost to Company                                       Period
                                                                                                                                                                                                                                                                                        Life on
                                                                                                                                                                                                                                                                                         Which
                                                                                                                                            Costs                                                                                                                                     Depreciation
                                                                                                                                         Capitalized                                                                                                                                   in Income
                                                                       State /                         Land and      Buildings and       Subsequent         Land and      Buildings and                     Accumulated                           Year of               Year           Statement
                  Property Name                       City             Province      Encumbrances    Improvements     Improvements     to Acquisition1    Improvements     Improvements        Total       Depreciation         NBV            Construction           Acquired        is Computed
   3737 Market Street                          Philadelphia               PA              66,108              40          141,981               6,298              40          148,279         148,319          12,988         135,331                       2014             2016      54 years
   3711 Market Street                          Philadelphia               PA                   -          12,320           69,278               7,168          12,320           76,446          88,766           8,524          80,242                       2008             2016      48 years
   3675 Market Street                          Philadelphia               PA             116,166          11,370          109,846              43,802          11,370          153,648         165,018          15,679         149,339                       2018             2018      35 years
   3701 Filbert Street                         Philadelphia               PA                   -           3,627                -                   -           3,627                -           3,627             251           3,376                        CIP              CIP        CIP
   115 North 38th Street                       Philadelphia               PA                   -           2,163                -                   -           2,163                -           2,163             149           2,014                        CIP              CIP        CIP
   225 North 38th Street                       Philadelphia               PA                   -           9,965            5,387                   -           9,965            5,387          15,352             683          14,669                        CIP              CIP        CIP
   3401 Market Street                          Philadelphia               PA                   -           4,500           22,157                 307           4,533           22,431          26,964           1,574          25,390                       1923             2018      35 years
   75 N. 38th Street (6799)                    Philadelphia               PA                   -           9,432                -                   -           9,432                -           9,432               -           9,432                        N/A             2019        N/A
   South Street Landing                        Providence                 RI                   -           6,358          111,797              (1,053)          6,358          110,744         117,102           6,067         111,035                       2017             2017      45 years
   2/3 Davol Square                            Providence                 RI                   -           4,537            6,886               9,259           4,656           16,026          20,682           2,796          17,886                       2005             2017      15 years
   One Ship Street                             Providence                 RI                   -           1,943            1,734                 (29)          1,943            1,705           3,648             268           3,380                       1980             2017      25 years
   Brown Academic/R&D Building                 Providence                 RI              47,294               -           68,335              (8,713)              -           59,622          59,622           2,611          57,011                       2019             2019      35 years
   Providence Phase 2                          Providence                 RI                   -           2,251                -                   -           2,251                -           2,251               -           2,251                        CIP              CIP        CIP
   Wexford Biotech 8                           Richmond                   VA                   -           2,615           85,514               5,564           2,615           91,078          93,693          11,713          81,980                       2012             2017      35 years
   VTR Pre Development Expense                                                                 -               -           23,358                   -               -           23,358          23,358               -          23,358                        CIP              CIP        CIP
   TOTAL FOR LIFE SCIENCES OFFICE BUILDINGS                                              244,568         111,165        1,648,041             113,128   

110,637 1,761,697 1,872,334 190,451 1,681,883

   TOTAL FOR OFFICE                                                                      630,888         488,125        5,816,837             574,689   

483,501 6,396,150 6,879,651 1,667,502 5,212,149

   TOTAL FOR ALL PROPERTIES                                                 

$ 2,220,206 $ 2,246,273 $ 22,949,998 $ 1,654,171

 $  2,261,415    $  24,589,027    $ 26,850,442    $  6,967,413    $ 19,883,029


1 Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translation adjustments.

                                      154
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                                  VENTAS, INC.
                                  SCHEDULE IV
                         MORTGAGE LOANS ON REAL ESTATE
                               December 31, 2020

         Location       Number of RE Assets     Interest Rate      Fixed / Variable      Maturity Date     Monthly Debt    Face Value     Net Book Value    Prior Liens
                                                                                                              Service
                                                                                                                                  (In thousands)
First Mortgages
      Multiple                   7                  9.24%                 V                3/31/2025           388,310        66,000             66,000        174,020

Mezzanine Loans
      Multiple                  156                 6.58%                 V                6/9/2021          2,889,690       487,648            486,797      1,020,080

Total                                                                                                     $  3,278,000    $  553,648    $       552,797    $ 1,194,100



                                   Mortgage Loan Reconciliation
                                                     2020            2019            2018
                                                                (In thousands)
      Beginning Balance                           $ 642,218      $   427,117      $ 565,875
      Additions:
      New loans                                      66,000        1,234,244          9,900
      Construction draws                                  -                -              -
      Total additions                                66,000        1,234,244          9,900
      Deductions:
      Principal repayments                         (155,170)      (1,011,353)      (148,658)

      Total deductions                             (155,170)      (1,011,353)      (148,658)
      Effect of foreign currency translation           (251)          (7,790)             -
      Ending Balance                              $ 552,797      $   642,218      $ 427,117


                                      155

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