8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2010

VENTAS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10989	61-1055020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 S. Wacker Drive, Suite 4800, Chicago, Illinois	60606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (877) 483-6827

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.    Results of Operations and Financial Condition.

     On November 5, 2010, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2010. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 2.02 by reference.

     The press release states that the Company’s normalized funds from operations (“FFO”) for the quarter ended September 30, 2010 were $115.4 million, or $0.73 per diluted common share, as compared to $103.4 million, or $0.66 per diluted common share, for the quarter ended September 30, 2009. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the third quarter of 2010 was $108.9 million, or $0.69 per diluted common share, as compared to $98.3 million, or $0.63 per diluted common share, for the third quarter of 2009. The Company’s net income attributable to common stockholders for the quarter ended September 30, 2010 was $57.9 million, or $0.37 per diluted common share (after discontinued operations of $0.5 million), as compared to $49.8 million, or $0.32 per diluted common share (after discontinued operations of $0.6 million), for the comparable period in 2009.

     For the nine months ended September 30, 2010, the Company’s normalized FFO was $332.5 million, or $2.11 per diluted common share, as compared to $304.2 million, or $2.01 per diluted common share, for the nine months ended September 30, 2009. For the nine months ended September 30, 2010, the Company’s net income attributable to common stockholders was $168.6 million, or $1.07 per diluted common share (after discontinued operations of $7.1 million), versus $212.4 million, or $1.40 per diluted common share (after discontinued operations of $72.6 million), for the comparable period in 2009.

     The press release also states that the Company currently expects its normalized FFO for the year ending December 31, 2010 to be between $2.84 and $2.86 per diluted common share. The Company expects its net income attributable to common stockholders for 2010 to be between $1.43 and $1.55 per diluted common share.

FORWARD-LOOKING STATEMENTS

     This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s or its tenants’, operators’, managers’ or borrowers’ expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, merger integration, growth opportunities, dispositions, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the Company’s expectations. The Company does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially depending on a variety of factors discussed in the Company’s filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to meet and/or perform their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and its ability to identify, underwrite, consummate, finance and integrate diversifying acquisitions or investments, including those in different asset types and outside the United States; (d) the nature and extent of future competition; (e) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (f) increases in the Company’s cost of borrowing as a result of changes in interest rates and other factors; (g) the ability of the Company’s operators and managers, as applicable, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients; (h) the results of litigation affecting the Company; (i) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues and its ability to access the capital markets or other sources of funds; (j) the Company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (l) final determination of the Company’s taxable net income for the ending December 31, 2010; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases and the Company’s ability to reposition its properties on the same or better terms in the event such leases expire and are not renewed by the Company’s tenants or in the event the Company exercises its right to replace an existing tenant upon default; (n) risks associated with the Company’s senior living operating portfolio, such as factors causing volatility in the Company’s operating income and earnings generated by its properties, including without limitation national and regional economic conditions, costs of materials, energy, labor and services, employee benefit costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) the movement of U.S. and Canadian exchange rates; (p) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators, including the rent escalator for Master Lease 2 with Kindred Healthcare, Inc., and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate liability and other insurance from reputable and financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of the Company’s tenants, operators, borrowers and managers, and the ability of the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) the ability and willingness of the lenders under the Company’s unsecured revolving credit facilities to fund, in whole or in part, borrowing requests made by the Company from time to time; (t) risks associated with the Company’s recent acquisition of businesses owned and operated by Lillibridge Healthcare Services, Inc. and its related entities,

including its ability to successfully design, develop and manage medical office buildings and to retain key personnel; (u) the ability of the hospitals on or near whose campuses the Company’s medical office buildings are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (v) the Company’s ability to maintain or expand its relationships with its existing and future hospital and health system clients; (w) risks associated with the Company’s investments in joint ventures, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (x) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; and (y) the impact of any financial, accounting, legal or regulatory issues that may affect the Company or its major tenants, operators or managers. Many of these factors are beyond the control of the Company and its management.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On November 2, 2010, the Company issued a press release announcing that Raymond J. Lewis was named President of the Company, effective immediately. A copy of the press release is filed herewith as Exhibit 99.2 and incorporated in this Item 5.02 by reference.

     Mr. Lewis, 46, joined the Company as Senior Vice President and Chief Investment Officer in 2002 and was promoted to Executive Vice President in January 2006. Mr. Lewis replaces Debra A. Cafaro, who is continuing as the Company’s Chairman and Chief Executive Officer.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	Not applicable.

(b)	Pro Forma Financial Information.
	Not applicable.

(c)	Shell Company Transactions.
	Not applicable.

(d) Exhibits:

Exhibit
Number	Description
99.1	Press release issued by the Company on November 5, 2010.
99.2	Press release issued by the Company on November 2, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VENTAS, INC.
Date: November 5, 2010	By:	/s/ T. Richard Riney
		T. Richard Riney
		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release issued by the Company on November 5, 2010.
99.2	Press release issued by the Company on November 2, 2010.

EX-99.1

Exhibit 99.1

      

Ventas, Inc.	111 South Wacker Drive, Suite 4800	Chicago, Illinois 60606	(877) 4-VENTAS	www.ventasreit.com
		Contact:	David J. Smith (877) 4-VENTAS

VENTAS REPORTS THIRD QUARTER NORMALIZED FFO OF $115.4 MILLION

Third Quarter Normalized FFO Increases 10.6 Percent to $0.73 Per Diluted Share

Ventas Raises 2010 Normalized FFO Per Share Guidance to $2.84 to $2.86

Sunrise Stable Occupancy Reaches 90 Percent at Quarter End

CHICAGO, IL (November 5, 2010) — Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that normalized Funds From Operations (“FFO”) for the quarter ended September 30, 2010 increased 11.7 percent to $115.4 million, from $103.4 million for the comparable 2009 period. Normalized FFO per diluted common share was $0.73 for the quarter ended September 30, 2010, an increase of 10.6 percent from $0.66 for the comparable 2009 period. Weighted average diluted shares outstanding in the third quarter of 2010 rose by 0.9 percent to 157.9 million, compared to 156.5 million in the comparable 2009 period.

“Our third quarter results were outstanding, demonstrating strong operating cash flow and FFO growth,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “And, with three significant transactions, we believe that Ventas is well positioned for another decade of excellence. Additionally, we continue to implement our strategy to build an enterprise that will deliver strong returns to stakeholders through a high-quality, diverse and productive portfolio of healthcare and seniors housing assets.”

Normalized FFO for the quarter ended September 30, 2010 excludes the net expense (totaling $6.5 million, or $0.04 per diluted share) from merger-related expenses and deal costs and non-cash income tax expense. Normalized FFO for the quarter ended September 30, 2009 excluded the net expense (totaling $5.1 million, or $0.03 per diluted share) from merger-related expenses and deal costs, offset by income tax benefit.

Third quarter 2010 normalized FFO per diluted common share versus the comparable period in 2009 benefited from rental increases from the Company’s triple-net lease portfolio, and higher Net Operating Income after management fees (“NOI”) at the Company’s senior living and medical office building (“MOB”) operating portfolios, including a $2.0 million cash payment received from Sunrise Senior Living, Inc. (NYSE: SRZ) (“Sunrise”) for expense overages at the Company’s Sunrise-managed portfolio and the acquisition of the Lillibridge Healthcare Services, Inc. (“Lillibridge”) portfolio on July 1, 2010.

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the third quarter of 2010 increased 10.8 percent to $108.9 million, from $98.3 million in the prior year. Third quarter 2010 NAREIT FFO per diluted common share was $0.69, compared to $0.63 per diluted common share in the third quarter of 2009, a 9.5 percent increase.

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Ventas Reports Third Quarter Results
November 5, 2010
Page 2

Net income attributable to common stockholders for the quarter ended September 30, 2010 was $57.9 million, or $0.37 per diluted common share, after discontinued operations of $0.5 million, compared with net income attributable to common stockholders for the quarter ended September 30, 2009 of $49.8 million, or $0.32 per diluted common share, after discontinued operations of $0.6 million.

Net income attributable to common stockholders for the nine months ended September 30, 2010 was $168.6 million, or $1.07 per diluted common share, after discontinued operations of $7.1 million, compared with net income attributable to common stockholders for the nine months ended September 30, 2009 of $212.4 million, or $1.40 per diluted common share, after discontinued operations of $72.6 million.

Normalized FFO for the nine months ended September 30, 2010 was $332.5 million, or $2.11 per diluted common share, a 9.3 percent increase from $304.2 million, or $2.01 per diluted common share, for the comparable 2009 period. Normalized FFO for the nine months ended September 30, 2010 excludes the net expense (totaling $19.3 million, or $0.12 per diluted share) from merger-related expenses and deal costs, non-cash income tax expense and loss on extinguishment of debt.

SUNRISE-MANAGED PORTFOLIO

Total Sunrise-Managed Portfolio

The Company’s senior living operating portfolio includes 79 seniors housing communities in North America that are managed by Sunrise. During the nine months ended September 30, 2010, Ventas owned 100 percent of 21 of these communities and was the managing member of, and had ownership interests of between 75 percent and 85 percent in, the remaining 58 communities through joint ventures, in which Sunrise owned the noncontrolling interests. On October 1, 2010, Ventas agreed to acquire Sunrise’s real estate interests in the 58 communities, while Sunrise will continue to manage all 79 communities owned by Ventas.

NOI for these 79 communities was $39.0 million for the quarter ended September 30, 2010, compared to $33.4 million for the comparable 2009 period. This 16.9 percent improvement in NOI was due to a 2.9 percent increase in average daily rate, a 180 basis point increase in occupancy and a $2.0 million cash payment from Sunrise for expense overages.

“Our portfolio of high-quality, mansion-style seniors housing communities managed by Sunrise had a great quarter, ending with 90 percent occupancy in the 78 stable assets,” Ventas President Raymond J. Lewis said. “We see strong operating trends in this portfolio. Coupled with an expected reduction in the 2010 management fee and the receipt of $5 million in cash payments from Sunrise, we now expect our NOI to exceed $150 million during 2010 for this productive portfolio of need-driven assisted living communities.”

Same-Store Stabilized Sunrise-Managed Community Occupancy and NOI Increase Year-Over-Year and Sequentially

For the 78 Sunrise communities that were stabilized in the third and second quarters of 2010, NOI was $38.1 million in the third quarter, compared to $37.3 million in the second quarter. This 2.1 percent increase in NOI was due primarily to a 110 basis point increase in average occupancy to 89.5 percent, as well as one additional day in the third quarter.

For the 78 Sunrise communities that were stabilized in the third quarters of both 2010 and 2009, total community NOI increased 15.4 percent to $38.1 million in the third quarter of 2010, versus $33.0 million for the comparable 2009 period. This improvement in NOI was due to a 3.0 percent increase in average daily rate to $178, a 140 basis point increase in average occupancy to 89.5 percent and a $1.8 million payment from Sunrise for expense overages.

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Ventas Reports Third Quarter Results
November 5, 2010
Page 3

THIRD QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

Portfolio, Performance and Balance Sheet Highlights

Acquisitions and Dispositions

• In October 2010, Ventas announced that it had entered into a definitive agreement to acquire 118 private pay seniors housing communities managed by Atria Senior Living Group from funds affiliated with Lazard Real Estate Partners for a purchase price of $3.1 billion. Upon closing, Ventas will become the largest owner of seniors housing nationally.

• In October 2010, Ventas agreed to acquire Sunrise’s joint venture interests in 58 communities for a total purchase price of $41.5 million. Upon closing, Ventas will own 100 percent of all 79 Sunrise-managed communities in its senior living operating portfolio. In connection with the acquisition, Ventas and Sunrise also agreed to modify the management agreements with respect to those 79 seniors housing communities. Among other things, the modifications will include a reduction in the 2010 management fee to 3.5 percent for the period from April 1, 2010 to December 31, 2010, which will be reflected in fourth quarter results, if the closing occurs or is reasonably assured.

• Both transactions are subject to various closing conditions, including receipt of approvals and consents, and there can be no assurance that Ventas will successfully close either or both transactions or as to the timing or terms of any such closings.

• As previously announced, Ventas completed the acquisition of Lillibridge on July 1, 2010, adding 96 MOBs to its portfolio.

Liquidity and Balance Sheet

• In September 2010, Ventas closed a $200.0 million three-year unsecured term loan with Bank of America, N.A., as lender. The loan is non-amortizing and bears interest at a fixed all-in interest rate of 4 percent per annum. Ventas used the proceeds from this loan to repay borrowings under its revolving credit facilities.

• At September 30, 2010, the Company had $244.3 million outstanding under its revolving credit facilities, $747.8 million of undrawn availability, and $33.8 million of cash and short-term cash investments.

• The Company’s debt to total capitalization at September 30, 2010 was approximately 26 percent. The Company’s net debt to Adjusted Pro Forma EBITDA at quarter end was 4.3x.

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Ventas Reports Third Quarter Results
November 5, 2010
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Portfolio

• The 197 skilled nursing facilities and hospitals leased by the Company to Kindred Healthcare, Inc. (NYSE: KND) (“Kindred”) produced EBITDARM (earnings before interest, taxes, depreciation, amortization, rent and management fees) to actual cash rent coverage of 2.0 times for the trailing 12-month period ended June 30, 2010 (the latest date available).

• “Same-store” cash NOI growth was 2.6 percent in the third quarter of 2010 for the 393 triple-net leased healthcare and seniors housing assets owned by the Company in the third quarter of 2010 and 2009.

• “Same-store” cash NOI growth for the Company’s total portfolio was 5.6 percent in the third quarter of 2010, compared to the third quarter of 2009.

Additional Information

• As previously announced, Ventas’s MOB subsidiary, Lillibridge, began construction on a $40 million, 250,000 square foot MOB located on the replacement campus of the new $350 million Woman’s Hospital in Baton Rouge, Louisiana. Woman’s Hospital will own the entire campus, including the MOB. Construction is expected to be completed in 2012.

• Supplemental information regarding the Company can be found on the Company’s website under the “For Investors” section or at www.ventasreit.com/investors/supplemental.asp.

VENTAS INCREASES 2010 NORMALIZED FFO PER DILUTED COMMON SHARE GUIDANCE TO $2.84 TO $2.86

Ventas currently expects its 2010 normalized FFO per diluted common share to range between $2.84 and $2.86, improving its previously announced 2010 guidance of $2.75 to $2.80 per diluted common share.

The Company also increased its guidance for its 79 high-quality seniors housing assets managed by Sunrise to between $150 million and $154 million in NOI for the full year, as compared to its previously announced guidance range of $139 million to $145 million.

The Company’s normalized FFO guidance (and related GAAP earnings projections) for all periods assumes that all of the Company’s tenants and borrowers continue to meet all of their obligations to the Company. In addition, the Company’s normalized FFO guidance excludes (a) gains and losses on the sales of assets, (b) merger-related costs and expenses, including amortization of intangibles and transition and integration expenses, and deal costs and expenses, including expenses relating to the Company’s lawsuit against HCP, Inc. (“HCP”), (c) 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 or premiums incurred as a result of early retirement or payment of the Company’s debt, (d) the non-cash effect of income tax benefits or expenses, (e) net proceeds, if any, the Company may receive from its lawsuit against HCP related to the acquisition of Sunrise Senior Living REIT, (f) the impact of future unannounced acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions, and (g) the reversal or incurrence of contingent liabilities. The Company’s normalized FFO and Sunrise NOI guidance for 2010 also assume that the acquisition of Sunrise’s noncontrolling interests in 58 assets and the modification of the Company’s management agreements with Sunrise closes as anticipated.

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Ventas Reports Third Quarter Results
November 5, 2010
Page 5

The Company’s guidance is based on a number of other assumptions, which are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.

A reconciliation of the Company’s guidance to the Company’s projected GAAP earnings is attached to this press release. The Company may from time to time update its publicly announced guidance, but it is not obligated to do so.

THIRD QUARTER CONFERENCE CALL

Ventas will hold a conference call to discuss this earnings release today, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time). The dial-in number for the conference call is (617) 597-5360. The participant passcode is “Ventas.” The conference call is being webcast live by Thomson Reuters and can be accessed at the Company’s website at www.ventasreit.com or www.earnings.com. A replay of the webcast will be available today online, or by calling (617) 801-6888, passcode 81474130, beginning at approximately 1:00 p.m. Eastern Time and will be archived for 30 days.

Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of nearly 600 assets in 44 states (including the District of Columbia) and two Canadian provinces consists of seniors housing communities, skilled nursing facilities, hospitals, medical office buildings and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s or its tenants’, operators’, managers’ or borrowers’ expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, merger integration, growth opportunities, dispositions, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the Company’s expectations. The Company does not undertake a duty to update such forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially depending on a variety of factors discussed in the Company’s filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to meet and/or perform their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments, including those in different asset types and outside the United States; (d) the nature and extent of future competition; (e) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (f) increases in the Company’s cost of borrowing as a result of changes in interest rates and other factors; (g) the ability of the Company’s operators and managers, as applicable, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients; (h) the results of litigation affecting the Company; (i) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues and its ability to access the capital markets or other sources of funds; (j) the Company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (l) final determination of the Company’s taxable net income for the year ending

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Ventas Reports Third Quarter Results
November 5, 2010
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December 31, 2010; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases and the Company’s ability to reposition its properties on the same or better terms in the event such leases expire and are not renewed by the Company’s tenants or in the event the Company exercises its right to replace an existing tenant upon default; (n) risks associated with the Company’s senior living operating portfolio, such as factors causing volatility in the Company’s operating income and earnings generated by its properties, including without limitation national and regional economic conditions, costs of materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) the movement of U.S. and Canadian exchange rates; (p) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators, including the rent escalator for Master Lease 2 with Kindred, and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate liability and other insurance from reputable and financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of the Company’s tenants, operators, borrowers and managers, and the ability of the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) the ability and willingness of the lenders under the Company’s unsecured revolving credit facilities to fund, in whole or in part, borrowing requests made by the Company from time to time; (t) risks associated with the Company’s recent acquisition of businesses owned and operated by Lillibridge, including its ability to successfully design, develop and manage MOBs and to retain key personnel; (u) the ability of the hospitals on or near whose campuses the Company’s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (v) the Company’s ability to maintain or expand its relationships with its existing and future hospital and health system clients; (w) risks associated with the Company’s investments in joint ventures, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (x) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; and (y) the impact of any financial, accounting, legal or regulatory issues that may affect the Company or its major tenants, operators or managers. Many of these factors are beyond the control of the Company and its management.

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Ventas Reports Third Quarter Results
November 5, 2010
Page 7

CONSOLIDATED BALANCE SHEETS
As of September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009
(In thousands, except per share amounts)

	September 30,			June 30,			March 31,			December 31,			September 30,
	2010			2010			2010			2009			2009
Assets
Real estate investments:
Land	$	557,880		$	556,469		$	557,370		$	557,276		$	557,123
Buildings and improvements		5,982,708			5,732,421			5,735,896			5,722,837			5,641,309
Construction in progress		5,955			3,788			4,370			12,508			8,611
Acquired lease intangibles		143,356			106,296			107,036			106,800			98,138
		6,689,899			6,398,974			6,404,672			6,399,421			6,305,181
Accumulated depreciation and amortization		(1,416,546	)		(1,367,396	)		(1,319,747	)		(1,270,314	)		(1,218,244	)
Net real estate property		5,273,353			5,031,578			5,084,925			5,129,107			5,086,937
Loans receivable, net		164,829			140,870			147,725			131,887			125,410
Investments in unconsolidated entities		16,044			—			—			—			—
Net real estate investments		5,454,226			5,172,448			5,232,650			5,260,994			5,212,347
Cash and cash equivalents		33,790			27,794			132,729			107,397			70,889
Escrow deposits and restricted cash		41,985			43,484			41,023			39,832			96,477
Deferred financing costs, net		22,739			24,891			27,964			29,252			27,804
Other		248,077			193,500			199,459			178,770			179,793
Total assets	$	5,800,817		$	5,462,117		$	5,633,825		$	5,616,245		$	5,587,310
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	2,895,547		$	2,580,849		$	2,698,171		$	2,670,101		$	2,615,142
Accrued interest		33,748			16,682			35,773			17,974			35,481
Accounts payable and other liabilities		202,985			181,343			183,574			190,445			179,753
Deferred income taxes		252,351			251,829			252,687			253,665			254,622
Total liabilities		3,384,631			3,030,703			3,170,205			3,132,185			3,084,998
Commitments and contingencies
Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued		—			—			—			—			—
Common stock, $0.25 par value; 157,095, 156,872, 156,862, 156,627 and 156,605 shares issued at September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively		39,346			39,343			39,341			39,160			39,155
Capital in excess of par value		2,587,367			2,583,412			2,578,577			2,573,039			2,570,146
Accumulated other comprehensive income		23,816			16,506			25,154			19,669			15,080
Retained earnings (deficit)		(249,047	)		(222,853	)		(196,972	)		(165,710	)		(139,478	)
Treasury stock, 0, 0, 10, 15 and 0 shares at September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively		—			—			(467	)		(647	)		—
Total Ventas stockholders’ equity		2,401,482			2,416,408			2,445,633			2,465,511			2,484,903
Noncontrolling interest		14,704			15,006			17,987			18,549			17,409
Total equity		2,416,186			2,431,414			2,463,620			2,484,060			2,502,312
Total liabilities and equity	$	5,800,817		$	5,462,117		$	5,633,825		$	5,616,245		$	5,587,310

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Ventas Reports Third Quarter Results
November 5, 2010
Page 8

CONSOLIDATED STATEMENTS OF INCOME
For the three and nine months ended September 30, 2010 and 2009
(In thousands, except per share amounts)

	For the Three Months					For the Nine Months
	Ended September 30,					Ended September 30,
	2010			2009		2010			2009
Revenues:
Rental income:
Triple-net leased	$	117,906		$	115,752	$	351,625		$	344,757
Medical office buildings		22,817			9,057		47,246			25,748
		140,723			124,809		398,871			370,505
Resident fees and services		113,182			106,515		331,535			312,853
Medical office building services revenue		6,711			—		6,711			—
Income from loans and investments		4,014			3,214		11,336			9,828
Interest and other income		35			99		420			493
Total revenues		264,665			234,637		748,873			693,679
Expenses:
Interest		45,519			43,291		133,449			132,742
Depreciation and amortization		52,104			49,984		154,458			147,801
Property-level operating expenses:
Senior living		74,066			73,131		219,802			215,127
Medical office buildings		7,941			3,207		16,267			9,243
		82,007			76,338		236,069			224,370
Medical office building services costs		4,633			—		4,633			—
General, administrative and professional fees (including non-cash stock-based compensation expense of $4,039 and $3,078 for the three months ended 2010 and 2009, respectively, and $10,128 and $9,215 for the nine months ended 2010 and 2009, respectively)		15,278			9,657		35,819			30,610
Foreign currency (gain) loss		(419	)		32		(404	)		31
Loss on extinguishment of debt		—			—		6,549			6,080
Merger-related expenses and deal costs		5,142			5,894		11,668			11,450
Total expenses		204,264			185,196		582,241			553,084
Income before income from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		60,401			49,441		166,632			140,595
Loss from unconsolidated entities		(392	)		—		(392	)		—
Income tax (expense) benefit		(1,657	)		410		(2,352	)		1,352
Income from continuing operations		58,352			49,851		163,888			141,947
Discontinued operations		542			579		7,139			72,635
Net income		58,894			50,430		171,027			214,582
Net income attributable to noncontrolling interest (net of tax of $613 and $387 for the three months ended 2010 and 2009, respectively, and $1,591 and $1,318 for the nine months ended 2010 and 2009, respectively)		996			625		2,443			2,168
Net income attributable to common stockholders	$	57,898		$	49,805	$	168,584		$	212,414
Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders	$	0.37		$	0.32	$	1.03		$	0.92
Discontinued operations		0.00			0.00		0.05			0.48
Net income attributable to common stockholders	$	0.37		$	0.32	$	1.08		$	1.40
Diluted:
Income from continuing operations attributable to common stockholders	$	0.37		$	0.32	$	1.02		$	0.92
Discontinued operations		0.00			0.00		0.05			0.48
Net income attributable to common stockholders	$	0.37		$	0.32	$	1.07		$	1.40
Weighted average shares used in computing earnings per common share:
Basic		156,631			156,250		156,566			151,309
Diluted		157,941			156,516		157,453			151,439
Dividends declared per common share	$	0.535		$	0.5125	$	1.605		$	1.5375

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Ventas Reports Third Quarter Results
November 5, 2010
Page 9

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

	2010 Quarters									2009 Quarters
	Third			Second			First			Fourth		Third
Revenues:
Rental income:
Triple-net leased	$	117,906		$	117,386		$	116,333		$	115,889	$	115,752
Medical office buildings		22,817			12,240			12,189			10,174		9,057
		140,723			129,626			128,522			126,063		124,809
Resident fees and services		113,182			109,867			108,486			108,205		106,515
Medical office building services revenue		6,711			—			—			—		—
Income from loans and investments		4,014			3,705			3,617			3,279		3,214
Interest and other income		35			122			263			349		99
Total revenues		264,665			243,320			240,888			237,896		234,637
Expenses:
Interest		45,519			43,840			44,090			44,248		43,291
Depreciation and amortization		52,104			50,040			52,314			51,730		49,984
Property-level operating expenses:
Senior living		74,066			71,059			74,677			74,918		73,131
Medical office buildings		7,941			4,124			4,202			3,525		3,207
		82,007			75,183			78,879			78,443		76,338
Medical office building services costs		4,633			—			—			—		—
General, administrative and professional fees (including non-cash stock-based compensation expense of $4,039, $3,057, $3,032, $2,667 and $3,078, respectively)		15,278			9,858			10,683			8,220		9,657
Foreign currency (gain) loss		(419	)		121			(106	)		19		32
Loss on extinguishment of debt		—			6,549			—			—		—
Merger-related expenses and deal costs		5,142			4,207			2,319			1,565		5,894
Total expenses		204,264			189,798			188,179			184,225		185,196
Income before income from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		60,401			53,522			52,709			53,671		49,441
Loss from unconsolidated entities		(392	)		—			—			—		—
Income tax (expense) benefit		(1,657	)		(409	)		(286	)		367		410
Income from continuing operations		58,352			53,113			52,423			54,038		49,851
Discontinued operations		542			5,852			745			740		579
Net income		58,894			58,965			53,168			54,778		50,430
Net income attributable to noncontrolling interest (net of tax of $613, $559, $419, $422 and $387, respectively)		996			898			549			697		625
Net income attributable to common stockholders	$	57,898		$	58,067		$	52,619		$	54,081	$	49,805
Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders	$	0.37		$	0.33		$	0.34		$	0.35	$	0.32
Discontinued operations		0.00			0.04			0.00			0.00		0.00
Net income attributable to common stockholders	$	0.37		$	0.37		$	0.34		$	0.35	$	0.32
Diluted:
Income from continuing operations attributable to common stockholders	$	0.37		$	0.33		$	0.34		$	0.35	$	0.32
Discontinued operations		0.00			0.04			0.00			0.00		0.00
Net income attributable to common stockholders	$	0.37		$	0.37		$	0.34		$	0.35	$	0.32
Weighted average shares used in computing earnings per common share:
Basic		156,631			156,611			156,453			156,296		156,250
Diluted		157,941			157,441			156,967			156,692		156,516
Dividends declared per common share	$	0.535		$	0.535		$	0.535		$	0.5125	$	0.5125

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Ventas Reports Third Quarter Results
November 5, 2010
Page 10

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2010 and 2009
(In thousands)

	2010			2009
Cash flows from operating activities:
Net income	$	171,027		$	214,582
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations)		154,922			149,166
Amortization of deferred revenue and lease intangibles, net		(4,580	)		(5,151	)
Other amortization expenses		6,455			4,295
Stock-based compensation		10,128			9,215
Straight-lining of rental income		(7,975	)		(8,961	)
Loss on extinguishment of debt		6,549			6,080
Net gain on sale of real estate assets (including amounts in discontinued operations)		(5,393	)		(67,011	)
Income tax expense (benefit)		2,352			(1,352	)
Loss from unconsolidated entities		392			—
Other		(8	)		83
Changes in operating assets and liabilities:
Increase in other assets		(9,017	)		(4,277	)
Increase in accrued interest		15,763			13,550
Increase in accounts payable and other liabilities		5,504			12,978
Net cash provided by operating activities		346,119			323,197
Cash flows from investing activities:
Net investment in real estate property		(239,157	)		(23,728	)
Investment in loans receivable		(38,725	)		(7,373	)
Proceeds from real estate disposals		25,597			57,802
Proceeds from loans receivable		1,552			7,908
Contributions to unconsolidated entities		(4,658	)		—
Distributions from unconsolidated entities		158			—
Capital expenditures		(13,243	)		(7,184	)
Net cash (used in) provided by investing activities		(268,476	)		27,425
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		233,004			(291,456	)
Proceeds from debt		201,237			304,202
Repayment of debt		(331,378	)		(516,531	)
Payment of deferred financing costs		(1,872	)		(13,422	)
Issuance of common stock, net		—			299,201
Cash distribution to common stockholders		(251,921	)		(234,086	)
Contributions from noncontrolling interest		818			635
Distributions to noncontrolling interest		(6,633	)		(7,496	)
Other		5,426			2,003
Net cash used in financing activities		(151,319	)		(456,950	)
Net decrease in cash and cash equivalents		(73,676	)		(106,328	)
Effect of foreign currency translation on cash and cash equivalents		69			405
Cash and cash equivalents at beginning of period		107,397			176,812
Cash and cash equivalents at end of period	$	33,790		$	70,889
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments	$	125,846		$	8,456
Utilization of escrow funds held for an Internal Revenue Code Section 1031 exchange		—			(9,295	)
Other assets acquired		(385	)		—
Debt assumed		125,320			—
Other liabilities		141			(1,886	)
Noncontrolling interest		—			1,047
Debt transferred on the sale of assets		—			38,759

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Ventas Reports Third Quarter Results
November 5, 2010
Page 11

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	2010 Quarters									2009 Quarters
	Third			Second			First			Fourth			Third
Cash flows from operating activities:
Net income	$	58,894		$	58,965		$	53,168		$	54,778		$	50,430
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations)		52,200			50,185			52,537			52,092			50,351
Amortization of deferred revenue and lease intangibles, net		(1,637	)		(1,394	)		(1,549	)		(1,518	)		(1,564	)
Other amortization expenses		2,088			2,213			2,154			2,058			1,921
Stock-based compensation		4,039			3,057			3,032			2,667			3,078
Straight-lining of rental income		(3,000	)		(2,526	)		(2,449	)		(2,918	)		(2,971	)
Loss on extinguishment of debt		—			6,549			—			—			—
Net gain on sale of real estate assets (including amounts in discontinued operations)		(168	)		(5,041	)		(184	)		(294	)		(120	)
Income tax expense (benefit)		1,657			409			286			(367	)		(410	)
Loss from unconsolidated entities		392			—			—			—			—
Other		230			(291	)		53			(178	)		95
Changes in operating assets and liabilities:
(Increase) decrease in other assets		(3,843	)		(1,402	)		(3,772	)		2,763			(5,703	)
Increase (decrease) in accrued interest		17,055			(19,091	)		17,799			(17,507	)		18,529
Increase (decrease) in accounts payable and other liabilities		10,495			523			(5,514	)		7,328			14,419
Net cash provided by operating activities		138,402			92,156			115,561			98,904			128,055
Cash flows from investing activities:
Net investment in real estate property		(216,242	)		(11,055	)		(11,860	)		(21,987	)		(4,370	)
Investment in loans receivable		(22,929	)		—			(15,796	)		(6,430	)		—
Proceeds from real estate disposals		2,568			22,275			754			740			1,188
Proceeds from loans receivable		229			131			1,192			120			207
Proceeds from sale of investments		—			—			—			5,000			—
Contributions to unconsolidated entities		(4,658	)		—			—			—			—
Distributions from unconsolidated entities		158			—			—			—			—
Capital expenditures		(6,165	)		(2,783	)		(4,295	)		(6,614	)		(3,156	)
Net cash (used in) provided by investing activities		(247,039	)		8,568			(30,005	)		(29,171	)		(6,131	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		115,724			88,191			29,089			(1,417	)		(1,528	)
Proceeds from debt		200,541			500			196			61,480			3,087
Repayment of debt		(116,207	)		(207,364	)		(7,807	)		(8,642	)		(13,515	)
Payment of deferred financing costs		(32	)		(727	)		(1,113	)		(3,233	)		—
Issuance of common stock, net		—			—			—			—			—
Cash distribution to common stockholders		(84,092	)		(83,948	)		(83,881	)		(80,313	)		(80,271	)
Contributions from noncontrolling interest		185			368			265			576			329
Distributions to noncontrolling interest		(2,356	)		(2,288	)		(1,989	)		(2,373	)		(2,472	)
Other		753			504			4,169			692			(3,454	)
Net cash provided by (used in) financing activities		114,516			(204,764	)		(61,071	)		(33,230	)		(97,824	)
Net increase (decrease) in cash and cash equivalents		5,879			(104,040	)		24,485			36,503			24,100
Effect of foreign currency translation on cash and cash equivalents		117			(895	)		847			5			266
Cash and cash equivalents at beginning of period		27,794			132,729			107,397			70,889			46,523
Cash and cash equivalents at end of period	$	33,790		$	27,794		$	132,729		$	107,397		$	70,889
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments	$	125,350		$	—		$	496		$	59,325		$	149
Utilization of escrow funds held for an Internal Revenue Code Section 1031 exchange		—			—			—			(55,700	)		—
Other assets acquired		(30	)		—			(355	)		—			(82	)
Debt assumed		125,320			—			—			—			—
Other liabilities		—			—			141			1,948			—
Noncontrolling interest		—			—			—			1,677			67

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Ventas Reports Third Quarter Results
November 5, 2010
Page 12

QUARTERLY FUNDS FROM OPERATIONS AND NORMALIZED FFO
(In thousands, except per share amounts)

	2010 Quarters									2009 Quarters
	Third			Second			First			Fourth			Third
Net income attributable to common stockholders	$	57,898		$	58,067		$	52,619		$	54,081		$	49,805
Adjustments:
Depreciation and amortization on real estate assets		51,449			49,787			52,085			51,546			49,819
Depreciation on real estate assets related to noncontrolling interest		(1,627	)		(1,680	)		(1,726	)		(1,653	)		(1,580	)
Depreciation on real estate assets related to unconsolidated entities		1,275			—			—			—			—
Discontinued operations:
Gain on sale of real estate assets		(168	)		(5,041	)		(184	)		(294	)		(120	)
Depreciation and amortization on real estate assets		96			145			223			362			365
FFO		108,923			101,278			103,017			104,042			98,289
Merger-related expenses and deal costs		5,142			4,207			2,319			1,565			5,894
Income tax expense (benefit)		1,044			(150	)		(133	)		(789	)		(797	)
Loss on extinguishment of debt		—			6,549			—			—			—
Amortization of other intangibles		338			—			—			—			—
Normalized FFO	$	115,447		$	111,884		$	105,203		$	104,818		$	103,386
Per diluted share (1):
Net income attributable to common stockholders	$	0.37		$	0.37		$	0.34		$	0.35		$	0.32
Adjustments:
Depreciation and amortization on real estate assets		0.33			0.32			0.33			0.33			0.32
Depreciation on real estate assets related to noncontrolling interest		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Depreciation on real estate assets related to unconsolidated entities		0.01			—			—			—			—
Discontinued operations:
Gain on sale of real estate assets		(0.00	)		(0.03	)		(0.00	)		(0.00	)		(0.00	)
Depreciation and amortization on real estate assets		0.00			0.00			0.00			0.00			0.00
FFO		0.69			0.64			0.66			0.66			0.63
Merger-related expenses and deal costs		0.03			0.03			0.01			0.01			0.04
Income tax benefit		0.01			(0.00	)		(0.00	)		(0.01	)		(0.01	)
Loss on extinguishment of debt		—			0.04			—			—			—
Amortization of other intangibles		0.00			—			—			—			—
Normalized FFO	$	0.73		$	0.71		$	0.67		$	0.67		$	0.66

⁽¹⁾ Per share amounts may not add due to rounding.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. To overcome this problem, the Company considers FFO and normalized FFO appropriate measures of operating performance of an equity REIT. Further, the Company believes that normalized FFO provides useful information because it allows investors, analysts and Company management to compare the Company’s 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 unanticipated items. The Company uses the NAREIT definition of FFO. NAREIT defines FFO as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus real estate depreciation and amortization and after adjustments for unconsolidated partnerships and joint

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Ventas Reports Third Quarter Results
November 5, 2010
Page 13

ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. The Company defines normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) gains and losses on the sales of assets, (b) merger-related costs and expenses, including amortization of intangibles and transition and integration expenses, and deal costs and expenses, including expenses relating to the Company’s lawsuit against HCP, (c) 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 or premiums incurred as a result of early debt retirement or payment of the Company’s debt, and (d) the non-cash effect of income tax benefits or expenses.

FFO and normalized FFO presented herein are not necessarily comparable to FFO and normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO and normalized FFO should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of the Company’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company’s liquidity, nor are FFO and normalized FFO necessarily indicative of sufficient cash flow to fund all of the Company’s needs. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results of the Company, FFO and normalized FFO should be examined in conjunction with net income as presented elsewhere herein.

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Ventas Reports Third Quarter Results
November 5, 2010
Page 14

NORMALIZED FFO GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2010

The following table illustrates the Company’s normalized FFO per diluted common share guidance for the year ending December 31, 2010:

	UPDATED					PRIOR
	GUIDANCE					GUIDANCE
	For the Year					For the Year
	Ending					Ending
	December 31, 2010					December 31, 2010
Net income attributable to common stockholders		1.43	-		1.55	$	1.39	-	$	1.46
Adjustments:
Depreciation and amortization on real estate assets, depreciation related to noncontrolling interest and gain/loss on sale of real estate assets, net		1.24	-		1.16		1.20	-		1.20
FFO		2.67	-		2.71		2.59	-		2.66
Adjustments:
Income tax benefit/expense (net of noncontrolling interest), gain/loss on extinguishment of debt, integration and transition expenses, amortization of intangibles, merger-related expenses and deal costs, net		0.17	-		0.15		0.16	-		0.14
Normalized FFO	$	2.84	-	$	2.86	$	2.75	-	$	2.80

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Ventas Reports Third Quarter Results
November 5, 2010
Page 15

Net Debt to Adjusted Pro Forma EBITDA

The following information considers the pro forma effect on net income, interest and depreciation of the Company’s investments and other capital transactions that were completed during the three months ended September 30, 2010, as if the transactions had been consummated as of the beginning of the period. The following table illustrates net debt to pro forma earnings before interest, taxes, depreciation and amortization (including of non-cash stock-based compensation), excluding merger-related expenses and deal costs and gains or losses on real estate disposals (“Adjusted Pro Forma EBITDA”) (dollars in thousands):

Net income attributable to common stockholders	$	57,898
Pro forma adjustments for current period investments, capital transactions and dispositions		(2,577	)
Pro forma net income for the three months ended September 30, 2010	$	55,321
Add back:
Pro forma interest (including discontinued operations)		47,643
Pro forma depreciation and amortization (including discontinued operations)		52,200
Stock-based compensation		4,040
Income tax expense		1,657
Net gain on real estate disposals		(168	)
Other taxes		249
Merger-related expenses and deal costs		5,140
Adjusted Pro Forma EBITDA	$	166,082
Adjusted Pro Forma EBITDA annualized, including (but not annualized) the $2 million cash payment received from Sunrise for expense overages at the Company’s Sunrise-managed portfolio	$	658,328
As of September 30, 2010:
Debt	$	2,895,547
Cash, including cash escrows pertaining to debt		(41,655	)
Net debt	$	2,853,892
Net debt to Adjusted Pro Forma EBITDA		4.3	x

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Ventas Reports Third Quarter Results
November 5, 2010
Page 16

Non-GAAP Financial Measures Reconciliation
(In thousands, except per share amounts)

	For the Nine Months
	Ended September 30,
	2010			2009
Net income attributable to common stockholders	$	168,584		$	212,414
Adjustments:
Depreciation and amortization on real estate assets		153,321			147,295
Depreciation on real estate assets related to noncontrolling interest		(5,033	)		(4,696	)
Depreciation on real estate assets related to unconsolidated entities		1,275			—
Discontinued operations:
Gain on sale of real estate assets		(5,393	)		(67,011	)
Depreciation and amortization on real estate assets		464			1,365
FFO		313,218			289,367
Merger-related expenses and deal costs		11,668			11,450
Income tax expense (benefit)		761			(2,670	)
Loss on extinguishment of debt		6,549			6,080
Amortization of other intangibles		338			—
Normalized FFO	$	332,534		$	304,227
Per diluted share (1):
Net income attributable to common stockholders	$	1.07		$	1.40
Adjustments:
Depreciation and amortization on real estate assets		0.97			0.97
Depreciation on real estate assets related to noncontrolling interest		(0.03	)		(0.03	)
Depreciation on real estate assets related to unconsolidated entities		0.01			—
Discontinued operations:
Gain on sale of real estate assets		(0.03	)		(0.44	)
Depreciation and amortization on real estate assets		0.00			0.01
FFO		1.99			1.91
Merger-related expenses and deal costs		0.07			0.08
Income tax expense (benefit)		0.00			(0.02	)
Loss on extinguishment of debt		0.04			0.04
Amortization of other intangibles		0.00			—
Normalized FFO	$	2.11		$	2.01

⁽¹⁾ Per share amounts may not add due to rounding.

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Ventas Reports Third Quarter Results
November 5, 2010
Page 17

Non-GAAP Financial Measures Reconciliation
Quarterly NOI Reconciliation by Segment
(In thousands)

					Third
	2010 Quarters				Quarter
	Third		Second		2009
Revenues
Triple-Net
Triple-Net Rental Income, excluding Discontinued Operations	$	117,906	$	117,387	$	115,751
Medical Office Buildings
Medical Office — Stabilized		18,734		10,681		7,272
Medical Office — Lease up		4,083		1,559		1,804
Discontinued Operations		—		—		(19	)
Total Medical Office Buildings — Rental Income		22,817		12,240		9,057
Total Rental Income		140,723		129,627		124,808
Medical Office Buildings Services Revenue		6,711		—		—
Total Medical Office Buildings — Revenue		29,528		12,240		9,057
Seniors Housing Operating
Sunrise Managed — Stabilized		109,065		106,572		104,208
Sunrise Managed — Lease up		2,876		2,797		2,307
Seniors Housing — Other		1,241		498		—
Total Resident Fees and Services		113,182		109,867		106,515
Non-Segment Income from Loans and Investments		4,014		3,705		3,214
Total Revenues, excluding Interest and Other Income		264,630		243,199		234,537
Property-Level Operating Expenses
Medical Office Buildings
Medical Office — Stabilized		6,474		3,555		2,533
Medical Office — Lease up		1,467		566		673
Total Medical Office Buildings		7,941		4,121		3,206
Seniors Housing Operating
Sunrise Managed — Stabilized		70,994		69,305		71,205
Sunrise Managed — Lease up		1,919		1,264		1,927
Seniors Housing — Other		1,153		493		—
Total Seniors Housing		74,066		71,062		73,132
Total Property-Level Operating Expenses		82,007		75,183		76,338
Medical Office Buildings Services Costs		4,633		—		—
Net Operating Income
Triple-Net		117,906		117,387		115,751
Medical Office Buildings
Medical Office — Stabilized		12,260		7,126		4,739
Medical Office — Lease up		2,616		993		1,131
Medical Office Buildings Services		2,078
Discontinued Operations		—		—		(19	)
Total Medical Office Buildings		16,954		8,119		5,851
Seniors Housing Operating
Sunrise Managed — Stabilized		38,071		37,267		33,003
Sunrise Managed — Lease up		957		1,533		380
Seniors Housing — Other		88		5		—
Total Seniors Housing		39,116		38,805		33,383
Non-Segment		4,014		3,705		3,214
Net Operating Income	$	177,990	$	168,016	$	158,199

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Ventas Reports Third Quarter Results
November 5, 2010
Page 18

Non-GAAP Financial Measures Reconciliation
Same-store Quarterly NOI Reconciliation by Segment

	For the Three Months
	Ended September 30,
	2010		2009
Revenues
Triple-Net
Triple-Net Rental Income	$	117,906	$	115,751
Less:
Rental Income not Included in Same-Store		257		—
Straight-Lining of Rental Income		1,860		2,703
Non-Cash Rental Income		113		388
Other Pro Forma Adjustments		19		4
		2,249		3,095
Plus:
Rental Income Included in Discontinued Operations		658		676
Same-Store Cash Rental Income	$	116,315	$	113,332
Percentage Increase				2.6	%
Net Operating Income
Triple-Net Same-Store NOI	$	116,315	$	113,332
Total Seniors Housing		39,116		33,383
Total Medical Office Buildings		16,954		5,851
Less:
Noncontrolling Interest Portion of NOI		5,220		4,941
MOB NOI not Included in Same-Store		11,042		44
Straight-Lining of Rental Income		376		258
Non-Cash Rental Income		56		57
Seniors Housing NOI not Included in Same-Store		88		—
Other Pro Forma Adjustments		—		(137	)
Same-Store Net Operating Income	$	156,035	$	147,718
Percentage Increase				5.6	%

The Company considers NOI an important supplemental measure to net income because it allows investors, analysts and Company management to measure unlevered property-level operating results and to compare the Company’s operating results to the operating results of other real estate companies and between periods on a consistent basis. The Company defines NOI as total revenues, less interest and other income, property-level operating expenses and MOB services costs (including amounts in discontinued operations).

-END-

EX-99.2

Exhibit 99.2

Ventas, Inc.     111 S. Wacker Drive, Suite 4800     Chicago, Illinois 60606     (877) 4-VENTAS     www.ventasreit.com

Contacts: David J. Smith
(877) 4-VENTAS

VENTAS PROMOTES RAYMOND J. LEWIS TO PRESIDENT;
JOHN D. COBB JOINS VENTAS AS SENIOR VICE PRESIDENT
AND CHIEF INVESTMENT OFFICER

CHICAGO, IL (November 2, 2010) — Ventas, Inc. (NYSE: VTR) (“Ventas”) said today that Executive Vice President and Chief Investment Officer Raymond J. Lewis, 46, has been promoted to President of the Company, effective immediately. Lewis, who joined Ventas in 2002, will be responsible for investments and asset management, reporting to Chairman and Chief Executive Officer Debra A. Cafaro.

“Ray has been an integral part of our success and a valued partner since he joined Ventas eight years ago. This promotion is well deserved and will allow Ray to manage all investments and asset management of our large, diversified and growing portfolio of productive healthcare and seniors housing assets. I know he will bring his leadership skills, customer orientation and commitment to Ventas and its stakeholders to his new position,” Cafaro said.

Ventas also announced today the recent hiring of John D. Cobb as Senior Vice President and Chief Investment Officer, reporting to Lewis, effective November 15, 2010. Cobb, 39, had been President and Chief Executive Officer of Senior Lifestyle Corporation since 2008. Before that, he spent ten years with GE Healthcare Financial Services, with increasing levels of responsibility, rising to Senior Managing Director. He holds a B.A. in finance from Lehigh University and serves or has served on the Boards of the National Investment Center and the American Seniors Housing Association.

“With John’s deep relationships in the healthcare real estate and seniors housing industry, excellent reputation as a result-driven executive, and proven track record of growing a business, he will be an important addition to the Ventas team,” Lewis said.

Also reporting to Lewis are Vincent M. Cozzi, Senior Vice President, Medical Office Properties, and Timothy A. Doman, Senior Vice President, Asset Management. “With three strong leaders reporting to Ray, Ventas will be well positioned to execute its strategic growth plans, manage its relationships with the Company’s tenant operators, and effectively supervise its expansive asset base. The depth, cohesiveness and consistency of our senior managers are sources of great strength for the Company,” Cafaro added.

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Ventas Promotes Lewis to President
November 2, 2010
Page 2

Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of nearly 600 assets in 44 states (including the District of Columbia) and two Canadian provinces consists of seniors housing communities, skilled nursing facilities, hospitals, medical office buildings and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s or its tenants’, operators’, managers’ or borrowers’ expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, merger integration, growth opportunities, dispositions, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the Company’s expectations. The Company does not undertake a duty to update such forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially depending on a variety of factors discussed in the Company’s filings with the Securities and Exchange Commission. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to meet and/or perform their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments, including those in different asset types and outside the United States; (d) the nature and extent of future competition; (e) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (f) increases in the Company’s cost of borrowing as a result of changes in interest rates and other factors; (g) the ability of the Company’s operators and managers, as applicable, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients; (h) the results of litigation affecting the Company; (i) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues and its ability to access the capital markets or other sources of funds; (j) the Company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (l) final determination of the Company’s taxable net income for the year ending December 31, 2010; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases and the Company’s ability to reposition its properties on the same or better terms in the event such leases expire and are not renewed by the Company’s tenants or in the event the Company exercises its right to replace an existing tenant upon default; (n) risks associated with the Company’s senior living operating portfolio, such as factors causing volatility in the Company’s operating income and earnings generated by its properties, including without limitation national and regional economic conditions, costs of materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) the movement of U.S. and Canadian exchange rates; (p) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators, including the rent escalator for Master Lease 2 with Kindred Healthcare, Inc., and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate liability and other insurance from reputable and financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of the Company’s tenants, operators, borrowers and managers, and the ability of the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) the ability and willingness of the lenders under the Company’s unsecured revolving credit facilities to fund, in whole or in part, borrowing requests made by the Company from time to time; (t) risks associated with the Company’s recent acquisition of businesses

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Ventas Promotes Lewis to President
November 2, 2010
Page 3

owned and operated by Lillibridge, including its ability to successfully design, develop and manage MOBs and to retain key personnel; (u) the ability of the hospitals on or near whose campuses the Company’s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (v) the Company’s ability to maintain or expand its relationships with its existing and future hospital and health system clients; (w) risks associated with the Company’s investments in joint ventures, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition;(x) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; and (y) the impact of any financial, accounting, legal or regulatory issues that may affect the Company or its major tenants, operators or managers. Many of these factors are beyond the control of the Company and its management.

-END-