10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                TO

Commission file number: 1-10989

Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 61-1055020
(I.R.S. Employer
Identification No.)

353 N. Clark Street, Suite 3300
Chicago, Illinois
(Address of Principal Executive Offices)

60654
(Zip Code)

(877) 483-6827
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class of Common Stock:	Outstanding at April 23, 2012:
Common Stock, $0.25 par value	289,028,929

VENTAS, INC.
FORM 10-Q

INDEX

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011		3
	Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011		4
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011		5
	Consolidated Statements of Equity for the Three Months Ended March 31, 2012 and the Year Ended December 31, 2011		6
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011		7
	Notes to Consolidated Financial Statements		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		61
Item 4.	Controls and Procedures		63
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings		64
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		64
Item 6.	Exhibits		65

2

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	March 31, 2012			December 31, 2011
	(Unaudited)			(Audited)
Assets
Real estate investments:
Land and improvements	$	1,616,947		$	1,614,847
Buildings and improvements		15,329,730			15,337,919
Construction in progress		85,418			76,638
Acquired lease intangibles		799,136			800,858
		17,831,231			17,830,262
Accumulated depreciation and amortization		(2,084,212	)		(1,916,530	)
Net real estate property		15,747,019			15,913,732
Secured loans receivable, net		222,218			212,577
Investments in unconsolidated entities		106,086			105,303
Net real estate investments		16,075,323			16,231,612
Cash and cash equivalents		53,224			45,807
Escrow deposits and restricted cash		114,420			76,590
Deferred financing costs, net		26,601			26,669
Other assets		919,391			891,232
Total assets	$	17,188,959		$	17,271,910
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	6,430,364		$	6,429,116
Accrued interest		58,041			37,694
Accounts payable and other liabilities		1,060,647			1,085,597
Deferred income taxes		271,408			260,722
Total liabilities		7,820,460			7,813,129
Redeemable OP unitholder interests		106,264			102,837
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, 289,027 and 288,823 shares issued at March 31, 2012 and December 31, 2011, respectively		72,273			72,240
Capital in excess of par value		9,591,880			9,593,583
Accumulated other comprehensive income		23,926			22,062
Retained earnings (deficit)		(500,808	)		(412,181	)
Treasury stock, 10 and 14 shares at March 31, 2012 and
December 31, 2011, respectively		(536	)		(747	)
Total Ventas stockholders' equity		9,186,735			9,274,957
Noncontrolling interest		75,500			80,987
Total equity		9,262,235			9,355,944
Total liabilities and equity	$	17,188,959		$	17,271,910

See accompanying notes.

3

VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended March 31,
	2012			2011
Revenues:
Rental income:
Triple-net leased	$	209,509		$	116,574
Medical office buildings		64,696			24,236
		274,205			140,810
Resident fees and services		285,795			114,502
Medical office building and other services revenue		5,608			6,957
Income from loans and investments		8,036			6,085
Interest and other income		50			78
Total revenues		573,694			268,432
Expenses:
Interest		70,668			41,740
Depreciation and amortization		163,197			51,314
Property-level operating expenses:
Senior living		195,666			78,111
Medical office buildings		21,090			8,676
		216,756			86,787
Medical office building services costs		2,988			5,536
General, administrative and professional fees		22,200			14,832
Loss on extinguishment of debt		29,544			16,520
Merger-related expenses and deal costs		7,981			6,449
Other		1,576			1
Total expenses		514,910			223,179
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		58,784			45,253
Income (loss) from unconsolidated entities		317			(170	)
Income tax (expense) benefit		(11,338	)		3,197
Income from continuing operations		47,763			48,280
Discontinued operations		42,329			766
Net income		90,092			49,046
Net (loss) income attributable to noncontrolling interest		(534	)		62
Net income attributable to common stockholders	$	90,626		$	48,984
Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders	$	0.17		$	0.30
Discontinued operations		0.14			0.01
Net income attributable to common stockholders	$	0.31		$	0.31
Diluted:
Income from continuing operations attributable to common stockholders	$	0.17		$	0.30
Discontinued operations		0.14			0.00
Net income attributable to common stockholders	$	0.31		$	0.30
Weighted average shares used in computing earnings per common share:
Basic		288,375			160,420
Diluted		290,813			162,023
Dividends declared per common share	$	0.62		$	0.575

See accompanying notes.

4

VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	For the Three Months Ended March 31,
	2012			2011
Net income	$	90,092		$	49,046
Other comprehensive income:
Foreign currency translation		1,949			2,499
Change in unrealized gain on marketable debt securities		(308	)		(1,257	)
Other		223			(13	)
Total other comprehensive income		1,864			1,229
Comprehensive income		91,956			50,275
Comprehensive (loss) income attributable to noncontrolling interest		(534	)		62
Comprehensive income attributable to common stockholders	$	92,490		$	50,213

See accompanying notes.

5

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended March 31, 2012 and the Year Ended December 31, 2011

(In thousands, except per share amounts)

	Common Stock Par Value		Capital in Excess of Par Value			Accumulated Other Comprehensive Income			Retained Earnings (Deficit)			Treasury Stock			Total Ventas Stockholders' Equity			Noncontrolling Interest			Total Equity
Balance at January 1, 2011	$	39,391	$	2,576,843		$	26,868		$	(255,628	)	$	(748	)	$	2,386,726		$	3,479		$	2,390,205
Comprehensive income:
Net income (loss)		—		—			—			364,493			—			364,493			(1,232	)		363,261
Other comprehensive income		—		—			(4,806	)		—			—			(4,806	)		—			(4,806	)
Acquisition-related activity		31,181		6,711,081			—			—			(4,326	)		6,737,936			81,192			6,819,128
Net change in noncontrolling interest		—		(3,188	)		—			—			—			(3,188	)		(2,452	)		(5,640	)
Dividends to common stockholders—$2.30 per share		—		—			—			(521,046	)		—			(521,046	)		—			(521,046	)
Issuance of common stock		1,627		297,931			—			—			—			299,558			—			299,558
Issuance of common stock for stock plans		9		18,999			—			—			3,293			22,301			—			22,301
Adjust redeemable OP unitholder interests to current fair value		—		(4,442	)		—			—			—			(4,442	)		—			(4,442	)
Purchase of redeemable OP units		—		(52	)		—			—			—			(52	)		—			(52	)
Grant of restricted stock, net of forfeitures		32		(3,589	)		—			—			1,034			(2,523	)		—			(2,523	)
Balance at December 31, 2011		72,240		9,593,583			22,062			(412,181	)		(747	)		9,274,957			80,987			9,355,944
Comprehensive income:
Net income (loss)		—		—			—			90,626			—			90,626			(534	)		90,092
Other comprehensive income		—		—			1,864			—			—			1,864			—			1,864
Net change in noncontrolling interest		—		(2	)		—			—			—			(2	)		(4,953	)		(4,955	)
Dividends to common stockholders—$0.62 per share		—		—			—			(179,253	)		—			(179,253	)		—			(179,253	)
Issuance of common stock for stock plans		—		4,441			—			—			752			5,193			—			5,193
Adjust redeemable OP unitholder interests to current fair value		—		(4,691	)		—			—			—			(4,691	)		—			(4,691	)
Purchase of redeemable OP units		—		(81	)		—			—			—			(81	)		—			(81	)
Grant of restricted stock, net of forfeitures		33		(1,370	)		—			—			(541	)		(1,878	)		—			(1,878	)
Balance at March 31, 2012	$	72,273	$	9,591,880		$	23,926		$	(500,808	)	$	(536	)	$	9,186,735		$	75,500		$	9,262,235

See accompanying notes.

6

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	90,092		$	49,046
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations)		164,636			51,759
Amortization of deferred revenue and lease intangibles, net		(5,160	)		(668	)
Other non-cash amortization		(10,108	)		2,513
Change in fair value of financial instruments		33			—
Stock-based compensation		4,834			4,016
Straight-lining of rental income, net		(4,890	)		(1,772	)
Loss on extinguishment of debt		29,544			16,520
Net gain on sale of real estate assets (including amounts in discontinued operations)		(40,233	)		—
Loss (gain) on real estate loan investments		559			(177	)
Gain on sale of marketable securities		—			(733	)
Income tax expense (benefit) (including amounts in discontinued operations)		11,305			(3,197	)
(Income) loss from unconsolidated entities		(317	)		170
Other		3,049			398
Changes in operating assets and liabilities:
Decrease (increase) in other assets		1,275			(1,540	)
Increase in accrued interest		20,452			15,253
Decrease in accounts payable and other liabilities		(20,110	)		(819	)
Net cash provided by operating activities		244,961			130,769
Cash flows from investing activities:
Net investment in real estate property		(500	)		—
Purchase of noncontrolling interest		—			(3,319	)
Investment in loans receivable		(22,473	)		—
Proceeds from real estate disposals		8,847			—
Proceeds from loans receivable		17,244			19,950
Proceeds from sale of marketable securities		—			23,050
Development project expenditures		(31,274	)		(131	)
Capital expenditures		(10,019	)		(7,832	)
Other		(2,137	)		(37	)
Net cash (used in) provided by investing activities		(40,312	)		31,681
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		(382,398	)		(32,000	)
Proceeds from debt		667,330			14,630
Repayment of debt		(298,801	)		(331,069	)
Payment of deferred financing costs		(1,793	)		(314	)
Issuance of common stock, net		—			299,926
Cash distribution to common stockholders		(179,253	)		(93,738	)
Cash distribution to redeemable OP unitholders		(1,112	)		—
Purchases of redeemable OP units		(233	)		—
Distributions to noncontrolling interest		(1,592	)		(349	)
Other		565			458
Net cash used in financing activities		(197,287	)		(142,456	)
Net increase in cash and cash equivalents		7,362			19,994
Effect of foreign currency translation on cash and cash equivalents		55			93
Cash and cash equivalents at beginning of period		45,807			21,812
Cash and cash equivalents at end of period	$	53,224		$	41,899
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments	$	54,881		$	—
Utilization of escrow funds held for an Internal Revenue Code Section 1031 exchange		(37,799	)		—
Other assets acquired		(5,126	)		—
Debt assumed		17,734			—
Other liabilities		(6,989	)		—
Noncontrolling interests		(3,115	)		—
Equity issued		4,326			—

See accompanying notes.

7

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") is a real estate investment trust ("REIT") with a geographically diverse portfolio of seniors housing and healthcare properties throughout the United States and Canada. As of March 31, 2012, we owned 1,370 properties located in 46 states, the District of Columbia and two Canadian provinces, consisting of: 670 seniors housing communities; 403 skilled nursing and other facilities; 250 medical office buildings ("MOBs"); and 47 hospitals. We were also in the process of developing four properties as of March 31, 2012. We are headquartered in Chicago, Illinois and have been a constituent member of the S&P 500® Index, a leading indicator of the large cap U.S. equities market, since 2009.

        Our primary business focuses on acquiring and owning seniors housing and healthcare properties and leasing those properties to unaffiliated tenants or operating those properties through independent third party managers. Through our Lillibridge Healthcare Services, Inc. ("Lillibridge") subsidiary and our ownership interest in PMB Real Estate Services LLC ("PMBRES"), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make mortgage loans and other investments relating to seniors housing and healthcare companies or properties.

        As of March 31, 2012, we leased 919 properties (excluding MOBs) to 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, and we engaged independent third parties, such as Atria Senior Living, Inc. ("Atria") and Sunrise Senior Living, Inc. (together with its subsidiaries, "Sunrise"), to manage 201 seniors housing communities pursuant to long-term management agreements.

NOTE 2—ACCOUNTING POLICIES

        The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012. Certain prior period amounts have been reclassified to conform to the current period presentation.

Business Combinations

        We account for acquisitions using the acquisition method and allocate the cost of the properties acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of in-place leases, acquired lease contracts, tenant and customer relationships, trade names/trademarks and goodwill. We do not amortize goodwill, which represents the excess of the purchase price paid over the fair value of

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—ACCOUNTING POLICIES (Continued)

the net assets of the acquired business and is included in other assets on our Consolidated Balance Sheets.

        We estimate the fair value of buildings acquired on an as-if-vacant basis and depreciate the building value over the estimated remaining life of the building, not to exceed 35 years. We determine the allocated 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 by considering the sales prices of similar properties in recent transactions or based on (a) internal analyses of recently acquired and existing comparable properties within our portfolio or (b) real estate tax assessed values in relation to the total value of the asset.

        The fair value of acquired lease intangibles, if any, reflects (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and the in-place lease rent, the resulting intangible asset or liability of which we amortize to revenue over the remaining life of the associated lease plus any bargain renewal periods, 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, which we amortize to amortization expense over the remaining life of the associated lease. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts of lease intangibles would be recognized in operations at that time.

        We estimate the fair value of purchase option intangible assets or liabilities by discounting the difference between the applicable property's acquisition date fair value and an estimate of the 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. Net real estate assets for which we have recorded a tenant purchase option intangible (excluding properties classified as held for sale) were $526.5 million and $644.0 million at March 31, 2012 and December 31, 2011, respectively.

        We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing business relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant's credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant and amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names/trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name/trademark.

        In connection with a business combination, we may assume the rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. All capital leases acquired or assumed in connection with our recent acquisitions contain bargain purchase options that we intend to exercise. Therefore, we recognized an asset based on the acquisition date fair value of the underlying property and a liability based on the acquisition date fair value of the capital lease obligation. We depreciate assets recognized under capital leases that contain bargain purchase options over the asset's useful life. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable relative

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—ACCOUNTING POLICIES (Continued)

to market conditions on the acquisition date, we recognize an intangible asset or liability, respectively, at fair value, and we amortize the recognized asset or liability (excluding purchase option intangibles) to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangible assets and all lease-related intangible liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

        We determine fair value of loans receivable acquired in connection with a business combination by discounting the estimated future cash flows using current interest rates at which similar loans with the same maturities and same terms would be made to borrowers with similar credit ratings. The estimated future cash flows reflect our judgment regarding the uncertainty of those cash flows, so we do not establish a valuation allowance at the acquisition date. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance.

        We estimate the fair value of noncontrolling interest assumed using assumptions that are consistent with those used in valuing all of the underlying assets and liabilities.

        We calculate the fair value of long-term 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 we would expect to incur to replace the 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.

        We record a liability for contingent consideration (included in accounts payable and other liabilities on our Consolidated Balance Sheets) at fair value as of the acquisition date and reassess the fair value at the end of each reporting period, with any changes being recognized in earnings. Increases or decreases in the fair value of the contingent consideration can result from changes in discount periods, discount rates and probabilities that contingencies will be met.

Revenue Recognition

Triple-Net Leased Properties and MOB Operations

        Certain of our triple-net leases, including a majority of our leases with Brookdale Senior Living Inc. (together with its subsidiaries, "Brookdale Senior Living"), a majority of the leases we acquired in connection with our acquisition of Nationwide Health Properties, Inc. (together with its subsidiaries, "NHP"), and most of our MOB 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 collectibility is reasonably assured. Recognizing rental income on a straight-line basis 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 March 31, 2012 and December 31, 2011, this cumulative excess (net of allowances) totaled $101.8 million and $96.9 million, respectively.

        Our master lease agreements with Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred") (the "Kindred Master Leases") and certain of our other leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—ACCOUNTING POLICIES (Continued)

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.

Senior Living Operations

        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. Our lease agreements with residents generally have a term of twelve to eighteen months and are cancelable by the resident upon 30 days' notice.

Other

        We recognize interest income from loans, including discounts and premiums, using the effective interest method when collectibility 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 recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.

        We recognize income from rent, lease termination fees, development services, management advisory services and all other income when all of the following criteria are met in accordance with SEC Staff Accounting Bulletin 104: (i) the applicable agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably assured.

Allowances

        We assess the collectibility of our rent receivables, including straight-line rent receivables, in accordance with applicable accounting standards and our reserve policy, and we defer recognition of revenue if collectibility is not reasonably assured. We base our assessment of the collectibility of rent receivables (excluding straight-line receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We base our assessment of the collectibility of straight-line receivables on several factors, including, among other things, 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, and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we defer recognition of the straight-line rental income and, in certain circumstances, provide a reserve against the previously recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not be recovered. If we change our assumptions or estimates regarding the collectibility of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized and/or increase or reduce the reserve against the previously recognized straight-line rent receivable asset.

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—ACCOUNTING POLICIES (Continued)

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, FASB guidance 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 the reporting entity has 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, as well as other inputs for the asset or liability, such as interest rates, foreign exchange rates and yield curves, that are observable at commonly quoted intervals. Level three inputs are unobservable inputs for the asset or liability, which are typically based on the reporting entity's own assumptions, as 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 a reporting entity determines that the volume and level of 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 the transaction for the asset or liability is not orderly, the reporting entity should place little, if any, weight 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:

•

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.

•

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 maturities and same terms would be made to borrowers with similar credit ratings. Additionally, we determine the valuation allowance for losses on loans receivable using level three inputs.

•

Marketable debt 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.

•

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: for interest rate caps, we observe forward yield curves and other relevant information; for interest rate swaps, we observe alternative financing rates

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—ACCOUNTING POLICIES (Continued)

derived from market-based financing rates, forward yield curves and discount rates; and for 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.

•

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 make similar borrowings.

•

Contingent consideration:  We estimate the fair value of contingent consideration using level three inputs: we assess the probability of expected future cash flows over the period in which the obligation is expected to be settled and apply a discount rate that appropriately captures a market participant's view of the risk associated with the obligation.

•

Redeemable OP unitholder interests:  We estimate the fair value of our redeemable Class A limited partnership units using level two inputs: we base it on the closing price of our common stock, as the units may be redeemed at the election of the holder for cash or, at our option, 0.7866 shares of our common stock per unit, subject to adjustment in certain circumstances.

Recently Issued or Adopted Accounting Standards

        In June 2011, the FASB issued Accounting Standards Update ("ASU") 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"), which amends current guidance found in ASC Topic 220, Comprehensive Income. ASU 2011-05 requires entities to present comprehensive income in either (a) one continuous financial statement or (b) two separate but consecutive statements that display net income and the components of other comprehensive income. Totals and individual components of both net income and other comprehensive income must be included in either presentation. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 ("ASU 2011-12"). The provisions of ASU 2011-12 indefinitely defer portions of ASU 2011-05 related to the presentation of reclassifications of items out of accumulated other comprehensive income. We adopted the provisions of ASU 2011-05 and ASU 2011-12 on January 1, 2012.

NOTE 3—CONCENTRATION OF CREDIT RISK

        As of March 31, 2012, Atria, Sunrise, Brookdale Senior Living and Kindred managed or operated approximately 19.3%, 14.5%, 12.2% and 5.0%, respectively, of our real estate investments based on their gross book value. Also, as of March 31, 2012, seniors housing communities constituted approximately 66.1% of our real estate portfolio based on gross book value, with skilled nursing facilities, hospitals, MOBs and other healthcare assets collectively comprising the remaining 33.9%. Our properties were located in 46 states, the District of Columbia and two Canadian provinces as of March 31, 2012, with properties in two states (California and New York) accounting for more than 10% of our total revenues and properties in one state (California) accounting for more than 10% of our net operating income ("NOI," which is defined as total revenues, excluding interest and other income, less property-level operating expenses and medical office building services costs) (including amounts in discontinued operations) for the three months then ended.

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—CONCENTRATION OF CREDIT RISK (Continued)

Triple-Net Leased Properties

        For the three months ended March 31, 2012 and 2011, approximately 11.1% and 23.0%, respectively, of our total revenues and 18.0% and 35.0%, respectively, of our total NOI (including amounts in discontinued operations) were derived from our lease agreements with Kindred. For the same periods, approximately 7.4% and 10.9%, respectively, of our total revenues and 11.9% and 16.5%, respectively, of our total NOI (including amounts in discontinued operations) were derived from our lease agreements with Brookdale Senior Living. Each of our leases with Kindred and Brookdale Senior Living is a triple-net lease pursuant to which the tenant is required to pay all property-related expenses and to comply with the terms of the mortgage financing documents, if any, affecting the properties.

        Because the properties we lease to Kindred and Brookdale Senior Living account for a significant portion of our total revenues and NOI, our financial condition and results of operations could be weakened and our ability to service our indebtedness and to make distributions to our stockholders could be limited if either Kindred or Brookdale Senior Living becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof. We cannot provide any assurance that either Kindred or Brookdale Senior Living will have sufficient assets, income and access to financing to enable it to satisfy its respective obligations to us, and any inability or unwillingness by Kindred or Brookdale Senior Living to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, on our ability to service our indebtedness and other obligations, and on our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a "Material Adverse Effect"). We also cannot provide any assurance that either Kindred or Brookdale Senior Living will elect to renew its respective leases with us upon expiration of their terms or that we will be able to reposition any properties that are not renewed on a timely basis or on the same or better economic terms, if at all.

        The 197 properties we lease to Kindred pursuant to the Kindred Master Leases are grouped into bundles or renewal groups (each, a "renewal group") containing a varying number of properties. All properties within a single renewal group have the same primary lease term of ten to fifteen years (all commencing May 1, 1998), and each renewal group is subject to three successive five-year renewal terms at Kindred's option, provided certain conditions are satisfied. Kindred's renewal option is "all or nothing" with respect to the properties contained in each renewal group.

        Kindred has irrevocably renewed three of ten renewal groups covering a total of 25 properties (out of 89 properties) leased to Kindred pursuant to the Kindred Master Leases whose current lease term will expire on April 30, 2013. The 25 properties (the "Renewal Assets") collectively represent approximately $46 million of current annual base rent.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—CONCENTRATION OF CREDIT RISK (Continued)

        The remaining seven renewal groups leased to Kindred pursuant to the Kindred Master Leases whose current lease term will expire on April 30, 2013 cover a total of 64 properties (the "Marketed Assets") and collectively represent approximately $77 million of current annual base rent, and each renewal group contains six or more properties, including at least one hospital. Kindred is required to continue to perform all of its obligations under the applicable Kindred Master Lease for the Marketed Assets until expiration of the lease term on April 30, 2013, including without limitation payment of all rental amounts. Therefore, we will have at least one year to arrange for the repositioning of the Marketed Assets with new operators. Moreover, we own or have the rights to all licenses and certificates of need at the properties, and Kindred has extensive and detailed obligations to cooperate and ensure an orderly transition of the properties to another operator.

        We cannot provide any assurance that we will be able to reposition any or all of the Marketed Assets on a timely basis or on the same or better economic terms, if at all. Our ability to reposition the Marketed Assets could be significantly delayed or limited by state licensing, certificate of need or other laws, as well as by the Medicare and Medicaid change-of-ownership rules, and we could incur substantial additional expenses in connection with any licensing or change-of-ownership proceedings. In addition, we may be required to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, the Marketed Assets while they are being repositioned.

        The current lease term for ten renewal groups covering a total of 108 properties we lease to Kindred pursuant to the Kindred Master Leases will expire on April 30, 2015, subject to Kindred's two sequential five-year renewal options for those assets.

Senior Living Operations

        As of March 31, 2012, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 198 of our seniors housing communities for which we pay an annual management fee pursuant to long-term management agreements. Each management agreement with Atria has a term of ten years commencing in 2011, subject to successive automatic ten-year renewal periods, and each management agreement with Sunrise has a term of 30 years commencing as early as 2004. Under the Sunrise management agreements, our management fee was temporarily reduced to 3.75% of revenues generated by the applicable properties for 2011, but reverted to its contractual level of 6% of revenues generated by the applicable properties (with a range of 5% to 7%) for 2012 and subsequent years.

        Because Atria and Sunrise manage, but do not lease, our properties, we are not directly exposed to their credit risk 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 seniors housing communities efficiently and effectively. We also rely on our managers to set resident fees and otherwise operate those properties in compliance with the terms of our management agreements. Although we have various rights as the property owner under our management agreements, Atria's or Sunrise's inability or unwillingness to satisfy its 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. In addition, significant changes in Atria's or Sunrise's senior management or any adverse developments in their business and affairs or financial condition could have a Material Adverse Effect on us.

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3—CONCENTRATION OF CREDIT RISK (Continued)

Kindred, Brookdale Senior Living, Sunrise and Atria Information

        Each of Kindred, Brookdale Senior Living and Sunrise is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Kindred, Brookdale Senior Living and Sunrise contained or referred to in this Quarterly Report on Form 10-Q is derived from SEC filings made by Kindred, Brookdale Senior Living or Sunrise, as the case may be, or from other publicly available information, or has been provided to us by Kindred, Brookdale Senior Living or Sunrise. We have not verified this information either through an independent investigation or by reviewing Kindred's, Brookdale Senior Living's or Sunrise's public filings. We have no reason to believe that this information is inaccurate in any material respect, but we cannot provide any assurance that all of this information is accurate. Kindred's, Brookdale Senior Living's and Sunrise's filings with the SEC can be found on the SEC's website at www.sec.gov. We are providing this data for informational purposes only, and you are encouraged to obtain Kindred's, Brookdale Senior Living's and Sunrise's publicly available filings from the SEC.

        Atria is not subject to the reporting requirements of the SEC. The information related to Atria contained or referred to within this Quarterly Report on Form 10-Q is derived from publicly available information or has been provided to us by Atria. We have not verified this information through an independent investigation. We have no reason to believe that this information is inaccurate in any material respect, but we cannot provide any assurance that all of this information is accurate.

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

        We engage in acquisition activity primarily to invest in additional seniors housing and healthcare properties and achieve an expected yield on investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic area, asset type, business model or revenue source.

2012 Acquisitions

        During the first quarter of 2012, we invested approximately $56.8 million, including the assumption of $16.5 million in debt, in one MOB and one seniors housing community.

ASLG Acquisition

        In May 2011, we acquired 117 private pay seniors housing communities and one development land parcel located primarily in affluent coastal markets such as the New York metropolitan area, New England and California and the working capital of privately-owned Atria Senior Living Group, Inc. (together with its affiliates, "ASLG"). Prior to the closing, ASLG spun off its management operations to a newly formed entity, Atria, which continues to operate the acquired assets under long-term management agreements with us.

        We are accounting for the ASLG acquisition under the acquisition method in accordance with ASC Topic 805, Business Combinations ("ASC 805"). The following table summarizes the acquisition

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY (Continued)

date fair values of the assets acquired and liabilities assumed, which we determined using level two and level three inputs (in thousands):

Land and improvements	$	341,540
Buildings and improvements		2,876,717
Acquired lease intangibles		159,610
Other assets		216,851
Total assets acquired		3,594,718
Notes payable and other debt		1,629,212
Deferred tax liability		44,608
Other liabilities		202,279
Total liabilities assumed		1,876,099
Net assets acquired		1,718,619
Cash acquired		77,718
Equity issued		1,376,437
Total cash used	$	264,464

        The allocation of fair values of the assets acquired and liabilities assumed differs from the allocation reported in "Note 4—Acquisitions of Real Estate Property" of the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012, and is subject to further adjustment, due primarily to adjustments to certain of our valuation assumptions based on more accurate information concerning the subject assets and liabilities. None of these changes had a material impact on our Consolidated Financial Statements.

        Included in other assets is $81.6 million of goodwill, which represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed as of the acquisition date.

        As partial consideration for the ASLG acquisition, the sellers received the right to earn additional amounts ("contingent consideration") based upon the achievement of certain performance metrics, including the future operating results of the acquired assets, and other factors. The contingent consideration, if any, will be payable to the sellers following the applicable measurement date for the period ending December 31, 2014 or December 31, 2015, at the election of the sellers. We cannot determine the actual amount of contingent consideration, if any, that may become due to the sellers because it is dependent on various factors, such as the future performance of the acquired assets and our equity multiple, which are subject to many risks and uncertainties beyond our control. We are also unable to estimate a range of potential outcomes for the same reason. As of March 31, 2012, December 31, 2011 and the acquisition date, the estimated discounted fair value of contingent consideration was $44.2 million and was included in accounts payable and other liabilities on our Consolidated Balance Sheets.

NHP Acquisition

        In July 2011, we acquired NHP in a stock-for-stock transaction. The NHP acquisition added 643 seniors housing and healthcare properties to our portfolio (including properties owned through joint ventures).

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY (Continued)

        We are accounting for the NHP acquisition under the acquisition method in accordance with ASC 805. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which we determined using level two and level three inputs (in thousands):

Land and improvements	$	704,499
Buildings and improvements		6,216,741
Acquired lease intangibles		502,383
Investment in unconsolidated entities		93,553
Other assets		749,891
Total assets acquired		8,267,067
Notes payable and other debt		1,882,752
Other liabilities		735,951
Total liabilities assumed		2,618,703
Redeemable OP unitholder interests assumed		100,888
Noncontrolling interest assumed		76,657
Net assets acquired		5,470,819
Cash acquired		29,205
Equity issued		5,365,819
Total cash used	$	75,795

        The allocation of fair values of the assets acquired and liabilities assumed differs from the allocation reported in "Note 4—Acquisitions of Real Estate Property" of the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012, and is subject to further adjustment, due primarily to reclassification adjustments for presentation, adjustments to our valuation assumptions and acquiring additional information not readily available at the date of acquisition. The changes to our valuation assumptions were based on more accurate information concerning the subject assets and liabilities.

        Included in other assets is $350.0 million of goodwill, which represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed as of the acquisition date. We have allocated $294.9 million and $55.1 million of the goodwill balance to our triple-net leased properties and MOB operations reportable business segments, respectively, based on relative fair value. We do not expect to deduct any of the goodwill balance for tax purposes.

Other 2011 Acquisitions

        During 2011, we also invested approximately $329.5 million, including the assumption of $134.9 million in debt, in MOBs and seniors housing communities.

Subsequent Acquisition

        On April 2, 2012, we acquired Cogdell Spencer Inc. (together with its subsidiaries, "Cogdell"), including its 72 MOBs (one which is still being developed) and its MOB property management business, which has existing agreements to manage 44 MOBs, in an all-cash transaction. At closing, our

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY (Continued)

investment in Cogdell, including our share of debt, was approximately $760 million. In addition, our joint venture partners' share of net debt assumed was $36.6 million at the time of the acquisition.

        Pursuant to the terms of, and subject to the conditions set forth in, the agreement and plan of merger, at the effective time of the merger, (a) each outstanding share of Cogdell common stock and each outstanding unit of limited partnership interest in Cogdell's operating partnership, Cogdell Spencer LP, that was not owned by subsidiaries of Cogdell was converted into the right to receive $4.25 in cash, and (b) each outstanding share of Cogdell's 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock was converted into the right to receive an amount in cash equal to $25.00, plus accrued and unpaid dividends through the date of closing. We financed our acquisition of Cogdell through the assumption of $203.8 million of existing Cogdell mortgage debt (including $36.6 million of our joint venture partners' share) and borrowings under our unsecured revolving credit facility. Prior to the closing, Cogdell completed the sale of its design-build and development business to an unaffiliated third party.

        We are accounting for the Cogdell acquisition under the acquisition method in accordance with ASC 805. Because the Cogdell transaction was consummated after March 31, 2012, our initial accounting for this business combination is a preliminary assessment only. Our assessment of fair value and the allocation of the Cogdell purchase price to the identified tangible and intangible assets is our current best estimate of fair value.

Pending Acquisition

        In April 2012, we entered into a definitive agreement to acquire sixteen seniors housing communities currently managed by Sunrise for approximately $362 million in an all-cash transaction. Sunrise will continue to manage the acquired assets under assumed existing long-term management agreements. We expect to close this transaction in the second quarter of 2012, although we cannot provide any assurance as to whether or when the transaction will occur.

NOTE 5—DISPOSITIONS

        We present separately, as discontinued operations in all periods presented, the results of operations for all assets held for sale or disposed of during the three months ended March 31, 2012 and the year ended December 31, 2011.

2012 Dispositions

        In February 2012, we sold nine seniors housing communities to a tenant for aggregate consideration of $121.3 million, including a lease termination fee of $1.8 million. The majority of the proceeds from the sale were deposited in an Internal Revenue Code Section 1031 exchange escrow account with a qualified intermediary, and during the first quarter of 2012, we used approximately $37.8 million of the deposited proceeds for our MOB and seniors housing community acquisitions. During the first quarter of 2012, we realized a gain from the sale of these assets of $55.2 million, of which $15.0 million was deferred due to a $15.0 million loan we made to the buyer in conjunction with the sale. The $15.0 million deferred gain will be recognized over a period of approximately two years from the date of the sale as principal payments are made on the loan. In addition, as of March 31, 2012, we had classified nine properties as held for sale and included their operations in discontinued operations in our Consolidated Statements of Income.

19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5—DISPOSITIONS (Continued)

2011 Dispositions

        During 2011, we sold two seniors housing communities and two skilled nursing facilities to tenants exercising purchase options for aggregate consideration of $20.6 million. We recognized no gain or loss from these sales.

        Set forth below is a summary of the results of operations of properties sold during the three months ended March 31, 2012 and the year ended December 31, 2011 or classified as held for sale as of March 31, 2012, all of which were included in each of the triple-net leased properties, senior living operations and MOB operations segments.

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Revenues:
Rental income	$	2,793	$	2,029
Resident fees and services		2,009		—
Interest and other income		1,819		—
		6,621		2,029
Expenses:
Interest		982		818
Depreciation and amortization		1,439		445
Property-level operating expenses		1,556		—
General, administrative and professional fees		1		—
Other		580		—
		4,558		1,263
Income before income taxes and gain on sale of real estate assets		2,063		766
Income tax benefit		33		—
Gain on sale of real estate assets		40,233		—
Discontinued operations	$	42,329	$	766

NOTE 6—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 serve as the managing member of each unconsolidated entity and provide various services in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $1.8 million and $0.8 million for the three months ended March 31, 2012 and 2011, respectively. We are not required to consolidate these entities, as our joint venture partners have significant participating rights. Additionally, these entities are not considered variable interest entities because they are viable entities controlled by equity holders with sufficient capital. At both March 31, 2012 and December 31, 2011, we owned interests (ranging between 5% and 25%) in 92 properties that we accounted for under the equity method of accounting. Our net investment in these properties as of March 31, 2012 and December 31, 2011 was $106.1 million and $105.3 million, respectively. For the three months ended

20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—INVESTMENTS IN UNCONSOLIDATED ENTITIES (Continued)

March 31, 2012 and 2011, we recorded income from unconsolidated entities of $0.3 million and a loss from unconsolidated entities of $0.2 million, respectively.

NOTE 7—INTANGIBLES

        The following is a summary of our intangibles as of March 31, 2012 and December 31, 2011:

	March 31, 2012					December 31, 2011
	Balance			Remaining Weighted Average Amortization Period in Years		Balance			Remaining Weighted Average Amortization Period in Years
	(Dollars in thousands)
Intangible assets:
Above market lease intangibles	$	210,109			10.1	$	210,358			10.1
In-place and other lease intangibles		589,027			23.6		590,500			22.4
Other intangibles		15,904			13.7		16,169			13.5
Accumulated amortization		(224,290	)		N/A		(188,442	)		N/A
Goodwill		448,053			N/A		448,393			N/A
Net intangible assets	$	1,038,803			19.2	$	1,076,978			18.5
Intangible liabilities:
Below market lease intangibles	$	436,416			15.3	$	442,612			15.3
Other lease intangibles		26,777			7.7		27,157			7.9
Accumulated amortization		(49,273	)		N/A		(37,607	)		N/A
Purchase option intangibles		66,362			N/A		112,670			N/A
Net intangible liabilities	$	480,282			15.1	$	544,832			15.2

N/A—Not Applicable.

        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 and trade names/trademarks) and goodwill are included in other assets on our Consolidated Balance Sheets. Below market lease, other lease and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets.

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—OTHER ASSETS

        The following is a summary of our other assets as of March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
	(In thousands)
Straight-line rent receivables, net	$	101,765	$	96,883
Marketable debt securities		43,294		43,331
Unsecured loans receivable, net		59,179		63,598
Goodwill and other intangibles, net		461,769		462,655
Assets held for sale		153,975		119,290
Other		99,409		105,475
Total other assets	$	919,391	$	891,232

NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT

        The following is a summary of our senior notes payable and other debt as of March 31, 2012 and December 31, 2011:

	March 31, 2012			December 31, 2011
	(In thousands)
Unsecured revolving credit facility	$	73,419		$	455,578
9% Senior Notes due 2012		82,433			82,433
81/4% Senior Notes due 2012		72,950			72,950
Unsecured term loan due 2013		200,000			200,000
6.25% Senior Notes due 2013		269,850			269,850
Unsecured term loan due 2015(1)		129,721			126,875
3.125% Senior Notes due 2015		400,000			400,000
6% Senior Notes due 2015		234,420			234,420
61/2% Senior Notes due 2016		—			200,000
Unsecured term loan due 2017(1)		375,000			375,000
63/4% Senior Notes due 2017		225,000			225,000
4.750% Senior Notes due 2021		700,000			700,000
4.25% Senior Notes due 2022		600,000			—
6.90% Senior Notes due 2037		52,400			52,400
6.59% Senior Notes due 2038		22,973			22,973
Mortgage loans and other(2)		2,740,910			2,762,964
Total		6,179,076			6,180,443
Capital lease obligations		142,857			143,006
Unamortized fair value adjustment		131,985			144,923
Unamortized commission fees and discounts		(23,554	)		(39,256	)
Senior notes payable and other debt	$	6,430,364		$	6,429,116

(1)

The aggregate amounts presented above represent the $500.0 million of borrowings oustanding under our unsecured term loan facility. Certain amounts included in the 2015 tranche represent Canadian dollar borrowings.

22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT (Continued)

(2)

The amounts presented above exclude debt related to real estate assets classified as held for sale as of March 31, 2012 and December 31, 2011. The total mortgage debt for these properties as of March 31, 2012 and December 31, 2011 was $23.8 million and $14.6 million, respectively, and is included in accounts payable and other liabilities on our Consolidated Balance Sheets.

        As of March 31, 2012, our joint venture partners' share of total debt was $64.4 million with respect to nine properties we owned through consolidated joint ventures. As of December 31, 2011, our joint venture partners' share of total debt was $46.6 million with respect to eight properties we owned through consolidated joint ventures. Total debt does not include our portion of debt related to investments in unconsolidated entities, which was $128.4 million and $131.5 million as of March 31, 2012 and December 31, 2011, respectively.

        As of March 31, 2012, our indebtedness (excluding capital lease obligations) had the following maturities:

	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility(1)		Scheduled Periodic Amortization		Total Maturities
	(In thousands)
2012	$	200,486	$	—	$	38,912	$	239,398
2013(2)		895,571		—		46,202		941,773
2014		244,614		—		42,364		286,978
2015		989,941		73,419		34,494		1,097,854
2016		404,370		—		28,040		432,410
Thereafter(3)		3,009,634		—		171,029		3,180,663
Total maturities	$	5,744,616	$	73,419	$	361,041	$	6,179,076

(1)

At March 31, 2012, we had $53.2 million of unrestricted cash and cash equivalents, for $20.2 million of net borrowings outstanding under our unsecured revolving credit facility.

(2)

The amounts presented above exclude debt related to a real estate asset classified as held for sale as of March 31, 2012. The total mortgage debt for this property as of March 31, 2012 was $23.8 million and is scheduled to mature in 2013.

(3)

Includes $52.4 million aggregate principal amount of 6.90% Senior Notes due 2037 of Nationwide Health Properties, LLC ("NHP LLC") (as successor to NHP), which are subject to repurchase, at the option of the holders, on October 1 of each of 2012, 2017 and 2027, and $23.0 million aggregate principal amount of 6.59% Senior Notes due 2038 of NHP LLC, which are subject to repurchase, at the option of the holders, on July 7 of each of 2013, 2018, 2023 and 2028.

Unsecured Revolving Credit Facility

        We have $2.0 billion of aggregate borrowing capacity under our unsecured revolving credit facility, which may be increased to up to $2.5 billion at our option, subject to the satisfaction of certain conditions, and includes sublimits of (a) up to $200 million for letters of credit, (b) up to $200 million for swingline loans, (c) up to $250 million for loans in certain alternative currencies, and (d) up to 50%

23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT (Continued)

of the facility for certain negotiated rate loans. Borrowings under our unsecured revolving credit facility bear interest at a fluctuating rate per annum (based on the applicable LIBOR for Eurocurrency rate loans and the higher of (i) the federal funds rate plus 0.50%, (ii) the administrative agent's prime rate and (iii) the applicable LIBOR plus 1.0% for base rate loans, plus, in each case, a spread based on our senior unsecured long-term debt ratings). At March 31, 2012, the applicable spread was 110 basis points for Eurocurrency rate loans and 10 basis points for base rate loans. We also pay a facility fee ranging from 15 to 45 basis points per annum (based on our senior unsecured long-term debt ratings) on the aggregate revolving commitments under our unsecured revolving credit facility. At March 31, 2012, the facility fee was 17.5 basis points. Borrowings under our unsecured revolving credit facility mature on October 16, 2015, but may be extended for an additional period of one year at our option, subject to the satisfaction of certain conditions.

        As of March 31, 2012, we had $73.4 million of borrowings and $6.3 million of letters of credit outstanding and $1.92 billion of unused borrowing capacity available under our unsecured revolving credit facility.

Senior Notes

        In February 2012, we issued and sold $600.0 million aggregate principal amount of 4.25% senior notes due 2022 at a public offering price equal to 99.214% of par, for total proceeds of $595.3 million before the underwriting discount and expenses.

        In March 2012, we redeemed all $200.0 million principal amount outstanding of our 6¹/2% senior notes due 2016 at a redemption price equal to 103.25% of par, plus accrued and unpaid interest to the redemption date, pursuant to the call option contained in the indenture governing the notes. As a result, we paid a total of $206.5 million, plus accrued and unpaid interest, on the redemption date and recognized a loss on extinguishment of debt of $29.7 million during the first quarter of 2012.

        In April 2012, we issued and sold $600.0 million aggregate principal amount of 4.00% senior notes due 2019 at a public offering price equal to 99.489% of par, for total proceeds of $596.9 million before the underwriting discount and expenses.

        Also in April 2012, we exercised our option to redeem all $225.0 million principal amount outstanding of our 6³/4% senior notes due 2017 at a redemption price equal to 103.375% of par, plus accrued and unpaid interest to the redemption date, pursuant to the terms of the indenture governing the notes. We expect to pay a total of $232.6 million, plus accrued and unpaid interest, on the redemption date and recognize a loss on extinguishment of debt of approximately $10.0 million during the second quarter of 2012 in connection with this redemption.

Capital Leases

        As of March 31, 2012, we leased eight seniors housing communities pursuant to arrangements that are accounted for as capital leases. Under each capital lease agreement, rent may be increased based upon changes in the Consumer Price Index or gross revenues attributable to the property, subject to certain limits, and we have a bargain option to purchase the leased property and an option to exercise renewal terms.

24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT (Continued)

        Future minimum lease payments required under the capital lease agreements, including amounts that would be due under purchase options, as of March 31, 2012 are as follows (in thousands):

2012	$	7,103
2013		9,573
2014		9,699
2015		9,826
2016		9,953
Thereafter		162,600
Total minimum lease payments		208,754
Less: Amount related to interest		(65,897	)
	$	142,857

        Net assets held under capital leases are included in net real estate investments on our Consolidated Balance Sheets and totaled $221.8 million and $224.7 million as of March 31, 2012 and December 31, 2011, respectively.

NOTE 10—FAIR VALUES OF FINANCIAL INSTRUMENTS

        As of March 31, 2012 and December 31, 2011, the carrying amounts and fair values of our financial instruments were as follows:

	March 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Assets:
Cash and cash equivalents	$	53,224	$	53,224	$	45,807	$	45,807
Secured loans receivable, net		222,218		222,971		212,577		216,315
Derivative instruments		18		18		11		11
Marketable debt securities		43,294		43,294		43,331		43,331
Unsecured loans receivable, net		59,179		59,836		63,598		65,219
Liabilities:
Senior notes payable and other debt, gross		6,179,076		6,361,335		6,180,443		6,637,691
Derivative instruments and other liabilities		80,848		80,848		80,815		80,815
Redeemable OP unitholder interests		106,264		106,264		102,837		102,837

        Fair value estimates are subjective in nature and depend upon several important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument. 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.

        As of March 31, 2012, we held corporate marketable debt securities, classified as available-for-sale and included within other assets on our Consolidated Balance Sheets, having an aggregate amortized cost basis and fair value of $41.5 million and $43.3 million, respectively. As of December 31, 2011, our

25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10—FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

marketable debt securities had an aggregate amortized cost basis and fair value of $41.2 million and $43.3 million, respectively. The contractual maturities of our current marketable debt securities range from October 1, 2012 to April 15, 2016. During the first quarter of 2011, we sold certain marketable debt securities for $23.1 million in proceeds and recognized aggregate gains from these sales of approximately $1.8 million (included in income from loans and investments in our Consolidated Statements of Income).

NOTE 11—LITIGATION

Litigation Relating to the NHP Acquisition

        In the weeks following the announcement of our acquisition of NHP on February 28, 2011, purported stockholders of NHP filed seven lawsuits against NHP and its directors. Six of these lawsuits also named Ventas, Inc. as a defendant and five named our subsidiary, Needles Acquisition LLC, as a defendant. On June 9, 2011, we and NHP agreed on a settlement in principle with the plaintiffs in the consolidated action pending in the Circuit Court for Baltimore City, Maryland (the "Maryland State Court"), which required us and NHP to make certain supplemental disclosures to stockholders concerning the merger. We and NHP made the supplemental disclosures on June 10, 2011. The parties executed a Stipulation of Settlement and Release on April 18, 2012. The settlement is subject to approval by the Maryland State Court.

        We believe that each of these actions is without merit.

Litigation Relating to the Cogdell Acquisition

        In the weeks following the announcement of our acquisition of Cogdell on December 27, 2011, purported stockholders of Cogdell filed seven lawsuits against Cogdell and its directors. Each of these lawsuits also named Ventas, Inc. as a defendant, and certain of the lawsuits also named our subsidiaries, TH Merger Corp, Inc. and TH Merger Sub, LLC, as defendants. On February 29, 2012, we and Cogdell agreed on a settlement in principle with the plaintiffs in the Maryland and North Carolina actions, pursuant to which Cogdell agreed to make certain supplemental disclosures to stockholders concerning the merger. Cogdell made the supplemental disclosures on February 29, 2012. The settlement is subject to appropriate documentation by the parties and approval by the Maryland State Court.

        We believe that each of these actions is without merit.

Proceedings against Tenants, Operators and Managers

        From time to time, Kindred, Brookdale Senior Living, Atria, Sunrise and our other tenants, operators and managers are parties to certain legal actions, regulatory investigations and claims arising in the conduct of their business and operations. Even though we generally are not party to these proceedings, the unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such tenants', operators' or managers' liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.

26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11—LITIGATION (Continued)

Proceedings Indemnified and Defended by Third Parties

        From time to time, we are party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold us harmless. The tenants of our triple-net leased properties and, in some cases, their affiliates are required by the terms of their leases and other agreements with us to indemnify, defend and hold us harmless against certain actions, investigations and claims arising in the course of their business and related to the operations of our triple-net leased properties. In addition, third parties from whom we acquired certain of our assets are required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the conveyed assets and arising prior to our ownership. In some cases, we hold a portion of the purchase price consideration in escrow as collateral for these indemnification obligations. We are presently being defended by certain tenants and other obligated third parties in these types of matters. We cannot provide any assurance that our tenants, their affiliates or other obligated third parties will continue to defend us in these matters, that our tenants, their affiliates or other obligated third parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect our tenants' or other obligated third parties' liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.

Proceedings Arising in Connection with Senior Living and MOB Operations; Other Litigation

        From time to time, we are party to various legal actions, regulatory investigations and claims (some of which may not be insured) arising in connection with our senior living and MOB operations or otherwise in the course of our business. In limited circumstances, the manager of the applicable seniors housing community or MOB may be contractually obligated to indemnify, defend and hold us harmless against such actions, investigations and claims. It is the opinion of management that, except as otherwise set forth in this Note 11, the disposition of any such actions, investigations and claims that are currently pending will not, individually or in the aggregate, have a Material Adverse Effect on us. However, regardless of their merits, these matters may force us to expend significant financial resources. We are unable to predict the ultimate outcome of these actions, investigations and claims, 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.

NOTE 12—INCOME TAXES

        We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries ("TRS" or "TRS entities"), which are subject to federal and state income taxes. Although the TRS entities were not liable for any cash federal income taxes for the three months ended March 31, 2012, their federal income tax liabilities may increase in future periods as we exhaust net operating loss carryforwards and as our senior living operations and MOB operations reportable segments grow. Such increases could be significant.

        Our consolidated provision for income taxes for the three months ended March 31, 2012 and 2011 was an expense of $11.3 million and a benefit of $3.2 million, respectively. The income tax expense for

27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12—INCOME TAXES (Continued)

the three months ended March 31, 2012 is primarily due to a valuation allowance recorded against certain deferred tax assets. We have determined that these future tax benefits are not more likely than not to be realized. The income tax benefit for the three months ended March 31, 2011 was primarily due to the benefit realized from the loss on extinguishment of debt in the quarter.

        Realization of a deferred tax benefit related to net operating losses is dependent in part upon generating sufficient taxable income in future periods. Our net operating loss carryforwards begin to expire in 2024 with respect to our TRS entities and in 2020 with respect to our other entities.

        Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Net deferred tax liabilities with respect to our TRS entities totaled $269.4 million and $258.7 million as of March 31, 2012 and December 31, 2011, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets and to net operating losses. These amounts include the initial net deferred tax liability related to the ASLG acquisition of $44.6 million and adjustments for activity during the periods from May 12, 2011 through March 31, 2012 and December 31, 2011, respectively.

        Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2008 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2007 and subsequent years. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to 2006 related to entities acquired or formed in connection with our acquisition of Sunrise Senior Living REIT in 2007.

NOTE 13—STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Income

        The following is a summary of our accumulated other comprehensive income as of March 31, 2012 and December 31, 2011:

	As of March 31, 2012			As of December 31, 2011
	(In thousands)
Foreign currency translation	$	23,015		$	21,066
Unrealized gain on marketable debt securities		1,795			2,103
Other		(884	)		(1,107	)
Total accumulated other comprehensive income	$	23,926		$	22,062

28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14—EARNINGS PER COMMON SHARE

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

	For the Three Months Ended March 31,
	2012		2011
	(In thousands, except per share amounts)
Numerator for basic and diluted earnings per share:
Income from continuing operations attributable to common stockholders	$	48,297	$	48,218
Discontinued operations		42,329		766
Net income attributable to common stockholders	$	90,626	$	48,984
Denominator:
Denominator for basic earnings per share—weighted average shares		288,375		160,420
Effect of dilutive securities:
Stock options		512		478
Restricted stock awards		64		68
OP units		1,862		—
Convertible notes		—		1,057
Denominator for diluted earnings per share—adjusted weighted average shares		290,813		162,023
Basic earnings per share:
Income from continuing operations attributable to common stockholders	$	0.17	$	0.30
Discontinued operations		0.14		0.01
Net income attributable to common stockholders	$	0.31	$	0.31
Diluted earnings per share:
Income from continuing operations attributable to common stockholders	$	0.17	$	0.30
Discontinued operations		0.14		0.00
Net income attributable to common stockholders	$	0.31	$	0.30

NOTE 15—SEGMENT INFORMATION

        As of March 31, 2012, we operated through three reportable business segments: triple-net leased properties, senior living operations and MOB operations. Our triple-net leased properties segment consists of acquiring and owning seniors housing and healthcare properties in the United States and leasing those properties to healthcare operating companies under "triple-net" or "absolute-net" leases that obligate the tenants to pay all property-related expenses. Our senior living operations segment consists of investments in seniors housing communities located in the United States and Canada for which we engage independent third parties, such as Atria and Sunrise, to manage the operations. Our MOB operations segment primarily consists of acquiring, owning, developing, leasing and managing MOBs. Information provided for "all other" includes revenues such as income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to our three reportable business segments. Assets included in "all other" consist primarily of corporate assets, including cash, restricted cash, deferred financing costs, loans receivable and miscellaneous accounts receivable.

29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15—SEGMENT INFORMATION (Continued)

        We evaluate performance of the combined properties in each reportable business segment based on segment profit, which we define as NOI adjusted for gain/loss from unconsolidated entities. We define NOI as total revenues, less interest and other income, property-level operating expenses and medical office building services costs. We believe that net income, as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment profit serves as a useful supplement to net income 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 and between periods on a consistent basis. Segment profit should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance. In order to facilitate a clear understanding of our consolidated historical operating results, segment profit should be examined in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

        Interest expense, depreciation and amortization, general, administrative and professional fees, and 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.

30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15—SEGMENT INFORMATION (Continued)

        Summary information by reportable business segment is as follows:

        For the three months ended March 31, 2012:

	Triple-Net Leased Properties		Senior Living Operations		MOB Operations		All Other		Total
	(In thousands)
Revenues:
Rental income	$	209,509	$	—	$	64,696	$	—	$	274,205
Resident fees and services		—		285,795		—		—		285,795
Medical office building and other services revenue		1,109		—		4,499		—		5,608
Income from loans and investments		—		—		—		8,036		8,036
Interest and other income		—		—		—		50		50
Total revenues	$	210,618	$	285,795	$	69,195	$	8,086	$	573,694
Total revenues	$	210,618	$	285,795	$	69,195	$	8,086	$	573,694
Less:
Interest and other income		—		—		—		50		50
Property-level operating expenses		—		195,666		21,090		—		216,756
Medical office building services costs		—		—		2,988		—		2,988
Segment NOI		210,618		90,129		45,117		8,036		353,900
Income from unconsolidated entities		266		—		51		—		317
Segment profit	$	210,884	$	90,129	$	45,168	$	8,036		354,217
Interest and other income										50
Interest expense										(70,668	)
Depreciation and amortization										(163,197	)
General, administrative and professional fees										(22,200	)
Loss on extinguishment of debt										(29,544	)
Merger-related expenses and deal costs										(7,981	)
Other										(1,576	)
Income tax expense										(11,338	)
Discontinued operations										42,329
Net income									$	90,092

31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15—SEGMENT INFORMATION (Continued)

        For the three months ended March 31, 2011:

	Triple-Net Leased Properties		Senior Living Operations		MOB Operations			All Other		Total
	(In thousands)
Revenues:
Rental income	$	116,574	$	—	$	24,236		$	—	$	140,810
Resident fees and services		—		114,502		—			—		114,502
Medical office building and other services revenue		—		—		6,957			—		6,957
Income from loans and investments		—		—		—			6,085		6,085
Interest and other income		—		—		—			78		78
Total revenues	$	116,574	$	114,502	$	31,193		$	6,163	$	268,432
Total revenues	$	116,574	$	114,502	$	31,193		$	6,163	$	268,432
Less:
Interest and other income		—		—		—			78		78
Property-level operating expenses		—		78,111		8,676			—		86,787
Medical office building services costs		—		—		5,536			—		5,536
Segment NOI		116,574		36,391		16,981			6,085		176,031
Loss from unconsolidated entities		—		—		(170	)		—		(170	)
Segment profit	$	116,574	$	36,391	$	16,811		$	6,085		175,861
Interest and other income											78
Interest expense											(41,740	)
Depreciation and amortization											(51,314	)
General, administrative and professional fees											(14,832	)
Loss on extinguishment of debt											(16,520	)
Merger-related expenses and deal costs											(6,449	)
Other											(1	)
Income tax benefit											3,197
Discontinued operations											766
Net income										$	49,046

32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15—SEGMENT INFORMATION (Continued)

        Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows:

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Capital expenditures:
Triple-net leased properties	$	4,863	$	579
Senior living operations		17,166		1,965
MOB operations		19,764		5,419
Total capital expenditures	$	41,793	$	7,963

        Our portfolio of properties and mortgage loan and other investments are located in the United States and Canada. Revenues are attributed to an individual country based on the location of each property.

        Geographic information regarding our operations is as follows:

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Revenues:
United States	$	550,093	$	245,913
Canada		23,601		22,519
Total revenues	$	573,694	$	268,432

	As of March 31, 2012		As of December 31, 2011
	(In thousands)
Net real estate property:
United States	$	15,340,181	$	15,510,824
Canada		406,838		402,908
Total net real estate property	$	15,747,019	$	15,913,732

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited)

        At the time of initial issuance, we and certain of our direct and indirect wholly owned subsidiaries (the "Wholly Owned Subsidiary Guarantors") fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest with respect to the 9% senior notes due 2012 and the 6³/4% senior notes due 2017 of our wholly owned subsidiaries, Ventas Realty, Limited Partnership ("Ventas Realty") and Ventas Capital Corporation (collectively, the "Ventas Issuers"). Ventas Capital Corporation is a direct subsidiary of Ventas Realty that was formed in 2002 to facilitate offerings of the senior notes and has no assets or operations. Our other subsidiaries (the "Non-Guarantor Subsidiaries") did not provide such guarantee and therefore were not obligated with

33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Continued)

respect to the Ventas Issuers' senior notes. In September 2010, the Wholly Owned Subsidiary Guarantors were released from their obligations with respect to the Ventas Issuers' 6³/4% senior notes due 2017 pursuant to the terms of the indenture governing the senior notes.

        In connection with the NHP acquisition, our wholly owned subsidiary, NHP LLC, assumed the obligation to pay principal and interest with respect to the 8¹/4% senior notes due 2012, the 6.25% senior notes due 2013, the 6.00% senior notes due 2015, the 6.90% senior notes due 2037 and the 6.59% senior notes due 2038 of NHP. We, the Ventas Issuers and our subsidiaries (other than NHP LLC) are not obligated with respect to any of NHP LLC's senior notes.

        Contractual and legal restrictions, including those contained in the instruments governing our subsidiaries' outstanding mortgage indebtedness, may under certain circumstances restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our guarantee of the payment of principal and interest on the Ventas Issuers' senior notes. Certain of our real estate assets are also subject to mortgages.

        The following summarizes our condensed consolidating information as of March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and 2011:

CONDENSED CONSOLIDATING BALANCE SHEET
As of March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	8,069		$	3,628,813	$	517,996		$	11,920,445	$	—		$	16,075,323
Cash and cash equivalents		10,045			7,819		—			35,360		—			53,224
Escrow deposits and restricted cash		40,074			27,894		7,670			38,782		—			114,420
Deferred financing costs, net		757			401		19,162			6,281		—			26,601
Investment in and advances to affiliates		8,613,968			—		1,759,522			—		(10,373,490	)		—
Other assets		64,852			188,275		4,254			662,010		—			919,391
Total assets	$	8,737,765		$	3,853,202	$	2,308,604		$	12,662,878	$	(10,373,490	)	$	17,188,959
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	519,866	$	2,628,878		$	3,281,620	$	—		$	6,430,364
Intercompany loans		(1,270	)		590,136		(640,968	)		52,102		—			—
Accrued interest		—			1,514		31,770			24,757		—			58,041
Accounts payable and other liabilities		91,822			116,933		14,478			837,414		—			1,060,647
Deferred income taxes		271,408			—		—			—		—			271,408
Total liabilities		361,960			1,228,449		2,034,158			4,195,893		—			7,820,460
Redeemable OP unitholder interests		—			—		—			106,264		—			106,264
Total equity		8,375,805			2,624,753		274,446			8,360,721		(10,373,490	)		9,262,235
Total liabilities and equity	$	8,737,765		$	3,853,202	$	2,308,604		$	12,662,878	$	(10,373,490	)	$	17,188,959

34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	309		$	3,629,489	$	519,042		$	12,082,772	$	—		$	16,231,612
Cash and cash equivalents		2,335			7,820		—			35,652		—			45,807
Escrow deposits and restricted cash		1,971			27,523		7,513			39,583		—			76,590
Deferred financing costs, net		757			434		19,239			6,239		—			26,669
Investment in and advances to affiliates		8,612,893			—		1,728,635			—		(10,341,528	)		—
Other assets		54,415			183,800		47,063			605,954		—			891,232
Total assets	$	8,672,680		$	3,849,066	$	2,321,492		$	12,770,200	$	(10,341,528	)	$	17,271,910
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	502,215	$	2,593,176		$	3,333,725	$	—		$	6,429,116
Intercompany loans		(68,408	)		679,634		(655,914	)		44,688		—			—
Accrued interest		—			1,431		12,561			23,702		—			37,694
Accounts payable and other liabilities		86,101			184,330		18,162			797,004		—			1,085,597
Deferred income taxes		260,722			—		—			—		—			260,722
Total liabilities		278,415			1,367,610		1,967,985			4,199,119		—			7,813,129
Redeemable OP unitholder interests		—			—		—			102,837		—			102,837
Total equity		8,394,265			2,481,456		353,507			8,468,244		(10,341,528	)		9,355,944
Total liabilities and equity	$	8,672,680		$	3,849,066	$	2,321,492		$	12,770,200	$	(10,341,528	)	$	17,271,910

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	623		$	64,341		$	70,299	$	138,942		$	—		$	274,205
Resident fees and services		—			103,986			—		181,809			—			285,795
Medical office building and other services revenues		—			4,509			—		1,099			—			5,608
Income from loans and investments		940			—			469		6,627			—			8,036
Equity earnings in affiliates		61,178			47			—		—			(61,225	)		—
Interest and other income		29			(3	)		5		19			—			50
Total revenues		62,770			172,880			70,773		328,496			(61,225	)		573,694
Expenses:
Interest		(724	)		14,339			21,927		35,126			—			70,668
Depreciation and amortization		710			37,855			8,257		116,375			—			163,197
Property-level operating expenses		—			83,761			123		132,872			—			216,756
Medical office building services costs		—			2,988			—		—			—			2,988
General, administrative and professional fees		903			12,492			6,997		1,808			—			22,200
Loss (gain) on extinguishment of debt		—			—			29,731		(187	)		—			29,544
Merger-related expenses and deal costs		1,365			4,727			—		1,889			—			7,981
Other		37			1,506			—		33			—			1,576
Total expenses		2,291			157,668			67,035		287,916			—			514,910
Income from continuing operations before income from unconsolidated entities, income taxes and noncontrolling interest		60,479			15,212			3,738		40,580			(61,225	)		58,784
Income from unconsolidated entities		—			—			317		—			—			317
Income tax expense		(11,338	)		—			—		—			—			(11,338	)
Income from continuing operations		49,141			15,212			4,055		40,580			(61,225	)		47,763
Discontinued operations		41,485			(628	)		681		791			—			42,329
Net income		90,626			14,584			4,736		41,371			(61,225	)		90,092
Net loss attributable to noncontrolling interest		—			—			—		(534	)		—			(534	)
Net income attributable to common stockholders	$	90,626		$	14,584		$	4,736	$	41,905		$	(61,225	)	$	90,626

36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended March 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	607		$	54,958	$	68,605		$	16,640		$	—		$	140,810
Resident fees and services		—			66,686		—			47,816			—			114,502
Medical office building and other services revenues		—			6,986		—			(29	)		—			6,957
Income from loans and investments		3,017			1,635		1,433			—			—			6,085
Equity earnings in affiliates		47,115			418		—			—			(47,533	)		—
Interest and other income		51			5		21			1			—			78
Total revenues		50,790			130,688		70,059			64,428			(47,533	)		268,432
Expenses:
Interest		(188	)		15,996		13,415			12,517			—			41,740
Depreciation and amortization		421			28,128		8,755			14,010			—			51,314
Property-level operating expenses		—			49,997		144			36,646			—			86,787
Medical office building services costs		—			5,536		—			—			—			5,536
General, administrative and professional fees		(1,033	)		7,954		6,140			1,771			—			14,832
Loss on extinguishment of debt		—			16,520		—			—			—			16,520
Merger-related expenses and deal costs		5,813			634		—			2			—			6,449
Other		(10	)		12		—			(1	)		—			1
Total expenses		5,003			124,777		28,454			64,945			—			223,179
Income (loss) from continuing operations before loss from unconsolidated entities, income taxes and noncontrolling interest		45,787			5,911		41,605			(517	)		(47,533	)		45,253
Loss from unconsolidated entities		—			—		(170	)		—			—			(170	)
Income tax benefit		3,197			—		—			—			—			3,197
Income (loss) from continuing operations		48,984			5,911		41,435			(517	)		(47,533	)		48,280
Discontinued operations		—			—		372			394			—			766
Net income (loss)		48,984			5,911		41,807			(123	)		(47,533	)		49,046
Net income attributable to noncontrolling interest		—			—		—			62			—			62
Net income (loss) attributable to common stockholders	$	48,984		$	5,911	$	41,807		$	(185	)	$	(47,533	)	$	48,984

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Continued)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	90,626		$	14,584	$	4,736	$	41,371		$	(61,225	)	$	90,092
Other comprehensive income (loss):
Foreign currency translation		—			625		—		1,324			—			1,949
Change in unrealized gain on marketable debt securities		(308	)		—		—		—			—			(308	)
Other		—			7		—		216			—			223
Total other comprehensive (loss) income		(308	)		632		—		1,540			—			1,864
Comprehensive income		90,318			15,216		4,736		42,911			(61,225	)		91,956
Comprehensive loss attributable to noncontrolling interest		—			—		—		(534	)		—			(534	)
Comprehensive income attributable to common stockholders	$	90,318		$	15,216	$	4,736	$	43,445		$	(61,225	)	$	92,490

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	48,984		$	5,911		$	41,807	$	(123	)	$	(47,533	)	$	49,046
Other comprehensive income (loss):
Foreign currency translation		—			820			—		1,679			—			2,499
Change in unrealized gain on marketable debt securities		(1,257	)		—			—		—			—			(1,257	)
Other		—			(21	)		—		8			—			(13	)
Total other comprehensive (loss) income		(1,257	)		799			—		1,687			—			1,229
Comprehensive income		47,727			6,710			41,807		1,564			(47,533	)		50,275
Comprehensive income attributable to noncontrolling interest		—			—			—		62			—			62
Comprehensive income attributable to common stockholders	$	47,727		$	6,710		$	41,807	$	1,502		$	(47,533	)	$	50,213

38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(2,966	)	$	55,020		$	70,263		$	122,644		$	—	$	244,961
Net cash provided by (used in) investing activities		8,347			(13,674	)		(15,038	)		(19,947	)		—		(40,312	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility		—			(2,398	)		(380,000	)		—			—		(382,398	)
Proceeds from debt		—			—			591,384			75,946			—		667,330
Repayment of debt		—			(1,767	)		(206,500	)		(90,534	)		—		(298,801	)
Net change in intercompany debt		219,912			(49,545	)		(22,107	)		(148,260	)		—		—
Payment of deferred financing costs		—			—			(1,473	)		(320	)		—		(1,793	)
Cash distribution (to) from affiliates		(37,550	)		12,363			(36,584	)		61,771			—		—
Cash distribution to common stockholders		(179,253	)		—			—			—			—		(179,253	)
Cash distribution to redeemable OP unitholders		(1,112	)		—			—			—			—		(1,112	)
Purchases of redeemable OP units		(233	)		—			—			—			—		(233	)
Distributions to noncontrolling interest		—			—			—			(1,592	)		—		(1,592	)
Other		565			—			—			—			—		565
Net cash provided by (used in) financing activities		2,329			(41,347	)		(55,280	)		(102,989	)		—		(197,287	)
Net increase (decrease) in cash and cash equivalents		7,710			(1	)		(55	)		(292	)		—		7,362
Effect of foreign currency translation on cash and cash equivalents		—			—			55			—			—		55
Cash and cash equivalents at beginning of period		2,335			7,820			—			35,652			—		45,807
Cash and cash equivalents at end of period	$	10,045		$	7,819		$	—		$	35,360		$	—	$	53,224

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(3,036	)	$	45,924		$	73,068		$	14,813		$	—	$	130,769
Net cash provided by (used in) investing activities		19,880			16,466			(143	)		(4,522	)		—		31,681
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			—			(32,000	)		—			—		(32,000	)
Proceeds from debt		—			—			—			14,630			—		14,630
Repayment of debt		—			(327,947	)		—			(3,122	)		—		(331,069	)
Net change in intercompany debt		(801	)		256,817			(260,191	)		4,175			—		—
Payment of deferred financing costs		—			(1	)		—			(313	)		—		(314	)
Issuance of common stock, net		299,926			—			—			—			—		299,926
Cash distribution (to) from affiliates		(200,567	)		(4,222	)		219,173			(14,384	)		—		—
Cash distribution to common stockholders		(93,738	)		—			—			—			—		(93,738	)
Distributions to noncontrolling interest		—			—			—			(349	)		—		(349	)
Other		458			—			—			—			—		458
Net cash provided by (used in) financing activities		5,278			(75,353	)		(73,018	)		637			—		(142,456	)
Net increase (decrease) in cash and cash equivalents		22,122			(12,963	)		(93	)		10,928			—		19,994
Effect of foreign currency translation on cash and cash equivalents		—			—			93			—			—		93
Cash and cash equivalents at beginning of period		1,083			8,263			—			12,466			—		21,812
Cash and cash equivalents at end of period	$	23,205		$	(4,700	)	$	—		$	23,394		$	—	$	41,899

40

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements

        Unless otherwise indicated or except where the context otherwise requires, the terms "we," "us" and "our" and other similar terms in this Quarterly Report on Form 10-Q refer to Ventas, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

        This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements regarding our or our tenants', operators', managers' or borrowers' expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, 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 actual results may differ from our expectations. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

        Our actual future results and trends may differ materially from expectations depending on a variety of factors discussed in our filings with the Securities and Exchange Commission (the "SEC"). These factors include without limitation:

•

The ability and willingness of our tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with us, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;

•

The ability of our 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;

•

Our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including our recent acquisition of Cogdell Spencer Inc. (together with its subsidiaries, "Cogdell") and investments in different asset types and outside the United States;

•

Macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal budget resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates;

•

The nature and extent of future competition;

•

The extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;

•

Increases in our borrowing costs as a result of changes in interest rates and other factors;

41

•

The ability of our operators and managers, as applicable, to comply with laws, rules and regulations in the operation of our properties, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients;

•

Changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete, and the effect of those changes on our revenues, earnings and funding sources;

•

Our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due;

•

Our ability and willingness to maintain our qualification as a REIT in light of economic, market, legal, tax and other considerations;

•

Final determination of our taxable net income for the year ended December 31, 2011 and for the year ending December 31, 2012;

•

The ability and willingness of our tenants to renew their leases with us upon expiration of the leases, our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant, and obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant;

•

Risks associated with our senior living operating portfolio, such as factors that can cause volatility in our operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, 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;

•

Changes in U.S. and Canadian currency exchange rates;

•

Year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators contained in our leases, including the rent escalator for Master Lease 2 with Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred"), and our earnings;

•

Our ability and the ability of our tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;

•

The impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of our tenants, operators, borrowers and managers and the ability of our tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims;

•

Risks associated with our medical office building ("MOB") portfolio and operations, including our ability to successfully design, develop and manage MOBs, to accurately estimate our costs in fixed fee-for-service projects and to retain key personnel;

•

The ability of the hospitals on or near whose campuses our MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups;

•

Our ability to build, maintain and expand our relationships with existing and prospective hospital and health system clients;

•

Risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our joint venture partners' financial condition;

42

•

The impact of market or issuer events on the liquidity or value of our investments in marketable securities; and

•

The impact of litigation or any financial, accounting, legal or regulatory issues that may affect us or our tenants, operators, borrowers or managers.

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

Kindred, Brookdale Senior Living, Sunrise and Atria Information

        Each of Kindred, Brookdale Senior Living Inc. (together with its subsidiaries, "Brookdale Senior Living") and Sunrise Senior Living, Inc. (together with its subsidiaries, "Sunrise") is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information . The information related to Kindred, Brookdale Senior Living and Sunrise contained or referred to in this Quarterly Report on Form 10-Q is derived from SEC filings made by Kindred, Brookdale Senior Living or Sunrise, as the case may be, or from other publicly available information, or has been provided to us by Kindred, Brookdale Senior Living or Sunrise. We have not verified this information either through an independent investigation or by reviewing Kindred's, Brookdale Senior Living's or Sunrise's public filings. We have no reason to believe that this information is inaccurate in any material respect, but we cannot provide any assurance that all of this information is accurate. Kindred's, Brookdale Senior Living's and Sunrise's filings with the SEC can be found on the SEC's website at www.sec.gov. We are providing this data for informational purposes only, and you are encouraged to obtain Kindred's, Brookdale Senior Living's and Sunrise's publicly available filings from the SEC.

        Atria Senior Living, Inc. ("Atria") is not subject to the reporting requirements of the SEC. The information related to Atria contained or referred to in this Quarterly Report on Form 10-Q is derived from publicly available information or has been provided to us by Atria. We have not verified this information through an independent investigation. We have no reason to believe that this information is inaccurate in any material respect, but we cannot provide any assurance that all of this information is accurate.

Company Overview

        We are a REIT with a geographically diverse portfolio of seniors housing and healthcare properties throughout the United States and Canada. As of March 31, 2012, we owned 1,370 properties located in 46 states, the District of Columbia and two Canadian provinces, consisting of: 670 seniors housing communities; 403 skilled nursing and other facilities; 250 MOBs; and 47 hospitals. We were also in the process of developing four properties as of March 31, 2012. We are headquartered in Chicago, Illinois and have been a constituent member of the S&P 500® Index, a leading indicator of the large cap U.S. equities market, since 2009.

        Our primary business focuses on acquiring and owning seniors housing and healthcare properties and leasing those properties to unaffiliated tenants or operating those properties through independent third-party managers. Through our Lillibridge Healthcare Services, Inc. ("Lillibridge") subsidiary and our ownership interest in PMB Real Estate Services LLC ("PMBRES"), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make mortgage loans and other investments relating to seniors housing and healthcare operators or properties.

        As of March 31, 2012, we leased 919 properties (excluding MOBs) to 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, and

43

we engaged independent third parties, such as Atria and Sunrise, to manage 201 seniors housing communities pursuant to long-term management agreements.

        Our business strategy focuses on three principal objectives: (1) generating consistent, reliable and growing cash flows; (2) maintaining a well-diversified portfolio; and (3) preserving our financial strength, flexibility and liquidity.

        Access to external capital is critical to the success of our business strategy as it impacts our ability to meet our existing commitments, including repaying maturing indebtedness, and to make future investments. Our access to and cost of capital depends on various factors, including general market conditions, interest rates, credit ratings on our securities, investors' perception of our potential future earnings and cash distributions, and the market price of our common stock. Generally, we attempt to match the long-term duration of our investments in seniors housing and healthcare properties with long-term financing through the issuance of shares of our common stock or the incurrence of fixed rate debt. At March 31, 2012, only 15.9% of our consolidated debt was variable rate debt (excluding debt related to real estate assets classified as held for sale).

Operating Highlights and Key Performance Trends

2012 Highlights

•

Our Board of Directors declared the first quarterly installment of our 2012 dividend in the amount of $0.62 per share, which represents an 8% increase over our 2011 quarterly dividend. The first quarterly installment of the 2012 dividend was paid on March 29, 2012 to stockholders of record on March 9, 2012.

•

In February 2012, we issued and sold $600.0 million aggregate principal amount of 4.25% senior notes due 2022 at a public offering price equal to 99.214% of par, for total proceeds of $595.3 million before the underwriting discount and expenses.

•

In February 2012, we sold nine seniors housing communities for aggregate consideration of $121.3 million, including a lease termination fee of $1.8 million, and realized a gain from the sale of $55.2 million, of which $15.0 million will be deferred for approximately two years.

•

In March 2012, we redeemed all $200.0 million principal amount outstanding of our 6¹/2% senior notes due 2016 at a redemption price equal to 103.25% of par, plus accrued and unpaid interest to the redemption date, pursuant to the call option contained in the indenture governing the notes. As a result, we paid a total of $206.5 million, plus accrued and unpaid interest, on the redemption date and recognized a loss on extinguishment of debt of $29.7 million during the first quarter of 2012.

•

During the first quarter of 2012, we invested approximately $56.8 million, including the assumption of $16.5 million in debt, in one MOB and one seniors housing community.

•

On April 2, 2012, we acquired Cogdell, including its 72 MOBs (one which is still being developed) and its MOB property management business, which has existing agreements to manage 44 MOBs, in an all-cash transaction. See "Note 4—Acquisitions of Real Estate Property" of the Notes to Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

•

In April 2012, we issued and sold $600.0 million aggregate principal amount of 4.00% senior notes due 2019 at a public offering price equal to 99.489% of par, for total proceeds of $596.9 million before the underwriting discount and expenses.

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•

In April 2012, we exercised our option to redeem all $225.0 million principal amount outstanding of our 6³/4% senior notes due 2017 at a redemption price equal to 103.375% of par, plus accrued and unpaid interest to the redemption date, pursuant to the terms of the indenture governing the notes.

•

Also in April 2012, we entered into a definitive agreement to acquire sixteen seniors housing communities currently managed by Sunrise for approximately $362 million in an all-cash transaction. We expect to close this transaction in the second quarter of 2012, although we cannot provide any assurance as to whether or when the transaction will occur.

Concentration Risk

        We use concentration ratios to understand and evaluate the potential risks of economic downturns or other adverse events affecting our asset types, geographic locations, business models or tenants, operators and managers. We evaluate our concentration risk in terms of investment mix, which measures the portion of our investments that consists of a certain asset type or that is operated or managed by a particular tenant, operator or manager, and operations mix, which measures the portion of our operating results that is attributed to a certain tenant or operator, geographic location or business model. The following tables reflect our concentration risk as of the dates and for the periods presented:

	As of March 31, 2012			As of December 31, 2011
Investment mix by asset type(1):
Seniors housing communities		66.1	%		66.4	%
Skilled nursing facilities		16.5	%		16.5	%
MOBs		13.4	%		13.2	%
Hospitals		2.7	%		2.6	%
Loans receivable, net		1.2	%		1.2	%
Other properties		0.1	%		0.1	%
Investment mix by tenant, operator and manager(1):
Atria		19.3	%		19.1	%
Sunrise		14.5	%		14.5	%
Brookdale Senior Living		12.2	%		12.7	%
Kindred		5.0	%		5.0	%
All other		49.0	%		48.7	%

(1)

Ratios are based on the gross book value of real estate investments as of each reporting date.

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	For the Three Months Ended March 31,
	2012			2011
Operations mix by tenant and operator and business model:
Revenues(1):
Senior living operations(2)		49.8	%		42.3	%
Kindred		11.1	%		23.0	%
Brookdale Senior Living		7.4	%		10.9	%
All others		31.7	%		23.8	%
Adjusted EBITDA(3):
Senior living operations(2)		25.6	%		21.3	%
Kindred		16.9	%		33.9	%
Brookdale Senior Living		12.2	%		16.0	%
All others		45.3	%		28.8	%
NOI(4):
Senior living operations(2)		25.4	%		20.4	%
Kindred		18.0	%		35.0	%
Brookdale Senior Living		11.9	%		16.5	%
All others		44.7	%		28.1	%
Operations mix by geographic location(5):
California		14.4	%		11.6	%
New York		10.1	%		3.3	%
Texas		6.0	%		2.4	%
Illinois		5.2	%		9.9	%
Massachusetts		5.1	%		4.8	%
All others		59.2	%		68.0	%

(1)

Total revenues include medical office building and other services revenue, revenue from loans and investments and interest and other income. Revenues from properties sold or held for sale as of the reporting date are included in this presentation.

(2)

Amounts attributable to senior living operations for the three months ended March 31, 2011 do not include operations related to our Atria-managed assets.

(3)

"Adjusted EBITDA" is defined as earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding loss on extinguishment of debt, net litigation proceeds, merger-related expenses and deal costs, gains or losses on sales of real property assets and changes in the fair value of financial instruments (including amounts in discontinued operations).

(4)

"NOI" represents net operating income, which is defined as total revenues, less interest and other income, property-level operating expenses and medical office building services costs (including amounts in discontinued operations).

(5)

Ratios are based on total revenues for each period presented. Total revenues includes medical office building and other services revenue, revenue from loans and investments and interest and other income. Revenues from properties sold or held for sale as of the reporting date are included in this presentation.

See "Non-GAAP Financial Measures" included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of Adjusted EBITDA and NOI to our net income or total revenues, as applicable, as computed in accordance with GAAP.

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Recent Developments Regarding Government Regulation

Medicare Reimbursement: Long-Term Acute Care Hospitals

        On April 24, 2012, the Centers for Medicare & Medicaid Services ("CMS") released for public display its proposed rule updating the prospective payment system for long-term acute care hospitals (LTAC PPS) for the 2013 fiscal year (October 1, 2012 through September 30, 2013). Under the proposed rule, the LTAC PPS standard federal payment rate would increase by 2.1% in fiscal year 2013, reflecting a 3.0% increase in the market basket index, less both a 0.8% productivity adjustment and a 10 basis point adjustment mandated by the Patient Protection and Affordable Care Act and its reconciliation measure, the Health Care and Education Reconciliation Act of 2010 (collectively, the "Affordable Care Act"). After a one-time budget neutrality adjustment that the rule proposes to phase in over three years, the LTAC PPS standard federal payment rate in fiscal year 2013 would increase by 0.8%. In addition, under the proposed rule, the moratorium on new long-term acute care hospitals and beds imposed by the Medicare, Medicaid and SCHIP Extension Act of 2007 (the "Medicare Extension Act"), and subsequently extended by the Affordable Care Act, would expire on December 29, 2012 and the extension of the 25-percent rule to freestanding and grandfathered long-term acute care hospitals would be delayed for another year until December 29, 2013. As a result, CMS estimates that net payments to long-term acute care hospitals under the proposed rule would increase by approximately $100 million, or 1.9%, in fiscal year 2013 due to increases in high-cost and short-stay outlier payments and other changes; however, for discharges during the period from October 1, 2012 until the budget neutrality adjustment takes effect on December 29, 2012, net payments to long-term acute care hospitals would increase by 3.2%.

        This rule is a proposed rule and is not final. Comments on the proposed rule may be submitted to CMS until June 25, 2012. We are currently analyzing the financial implications of this proposed rule on the operators of our long-term acute care hospitals. We cannot provide any assurance that the final rule issued by CMS or other future updates to LTAC PPS or Medicare reimbursement for long-term acute care hospitals will not materially adversely affect our operators, which, in turn, could have a material adverse effect on our business, financial condition, results of operations and liquidity, on our ability to service our indebtedness and other obligations and on our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a "Material Adverse Effect").

Critical Accounting Policies and Estimates

        Our Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with GAAP for interim financial information 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. In addition to the policies outlined below, please refer to our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012, for further information regarding the critical accounting policies that affect our more significant estimates and assumptions used in the preparation of our Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

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Business Combinations

        We account for acquisitions using the acquisition method and allocate the cost of the properties acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of in-place leases, acquired lease contracts, tenant and customer relationships, trade names/trademarks and goodwill. We do not amortize goodwill, which represents the excess of the purchase price paid over the fair value of the net assets of the acquired business and is included in other assets on our Consolidated Balance Sheets.

        Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land and improvements, ground leases, tenant improvements, in-place leases, above and/or below market leases, purchase option intangible assets and/or liabilities and any debt assumed. These estimates require significant judgment and in some cases involve complex calculations. These allocation assessments directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation or amortization lives. In addition, we amortize the value assigned to above and/or below market leases as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our Consolidated Statements of Income.

        We estimate the fair value of buildings acquired on an as-if-vacant basis and depreciate the building value over the estimated remaining life of the building, not to exceed 35 years. We determine the allocated 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 by considering the sales prices of similar properties in recent transactions or based on (a) internal analyses of recently acquired and existing comparable properties within our portfolio or (b) real estate tax assessed values in relation to the total value of the asset.

        The fair value of acquired lease intangibles, if any, reflects (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and the in-place lease rent, the resulting intangible asset or liability of which we amortize to revenue over the remaining life of the associated lease plus any bargain renewal periods, 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, which we amortize to amortization expense over the remaining life of the associated lease. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts of lease intangibles would be recognized in operations at that time.

        We estimate the fair value of purchase option intangible assets or liabilities by discounting the difference between the applicable property's acquisition date fair value and an estimate of the 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.

        We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing business relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant's credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant and amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names/trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name/trademark.

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        In connection with a business combination, we may assume the rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. All capital leases acquired or assumed in connection with our recent acquisitions contain bargain purchase options that we intend to exercise. Therefore, we recognized an asset based on the acquisition date fair value of the underlying property and a liability based on the acquisition date fair value of the capital lease obligation. We depreciate assets recognized under capital leases that contain bargain purchase options over the asset's useful life. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable relative to market conditions on the acquisition date, we recognize an intangible asset or liability, respectively, at fair value, and we amortize the recognized asset or liability (excluding purchase option intangibles) to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangible assets and all lease-related intangible liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

        We determine fair value of loans receivable acquired in connection with a business combination by discounting the estimated future cash flows using current interest rates at which similar loans with the same maturities and same terms would be made to borrowers with similar credit ratings. The estimated future cash flows reflect our judgment regarding the uncertainty of those cash flows, so we do not establish a valuation allowance at the acquisition date. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance.

        We estimate the fair value of noncontrolling interest assumed using assumptions that are consistent with those used in valuing all of the underlying assets and liabilities.

        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 over the lives of the related assets and liabilities and include it in our share of income or loss from unconsolidated entities. In other instances, net income or loss is allocated between the partners in the joint venture based on the hypothetical liquidation at book value method.

        We calculate the fair value of long-term 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 we would expect to incur to replace the 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.

        We record a liability for contingent consideration (included in accounts payable and other liabilities on our Consolidated Balance Sheets) at fair value as of the acquisition date and reassess the fair value at the end of each reporting period, with any changes being recognized in earnings. Increases or decreases in the fair value of the contingent consideration can result from changes in discount periods, discount rates and probabilities that contingencies will be met.

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Fair Value

        We follow FASB guidance that defines fair value and provides direction for measuring fair value and making the necessary related disclosures. The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the guidance 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 the reporting entity has 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, as well as other inputs for the asset or liability, such as interest rates, foreign exchange rates and yield curves, that are observable at commonly quoted intervals. Level three inputs are unobservable inputs for the asset or liability, which are typically based on the reporting entity's own assumptions, as 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 a reporting entity determines that the volume and level of 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 the transaction for the asset or liability is not orderly, the reporting entity should place little, if any, weight 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.

Recently Issued or Adopted Accounting Standards

        In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"), which amends current guidance found in ASC Topic 220, Comprehensive Income. ASU 2011-05 requires entities to present comprehensive income in either (a) one continuous financial statement or (b) two separate but consecutive statements that display net income and the components of other comprehensive income. Totals and individual components of both net income and other comprehensive income must be included in either presentation. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 ("ASU 2011-12"). The provisions of ASU 2011-12 indefinitely defer portions of ASU 2011-05 related to the presentation of reclassification of items out of accumulated other comprehensive income. We adopted the provisions of ASU 2011-05 and ASU 2011-12 on January 1, 2012.

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Results of Operations

        As of March 31, 2012, we operated through three reportable business segments: triple-net leased properties, senior living operations and MOB operations. Our triple-net leased properties segment consists of acquiring and owning seniors housing and healthcare properties in the United States and leasing those properties to healthcare operating companies under "triple-net" or "absolute-net" leases that require the tenants to pay all property-related expenses. Our senior living operations segment primarily consists of investments in seniors housing communities located in the United States and Canada for which we engage independent third parties, such as Atria and Sunrise, to manage the operations. Our MOB operations segment primarily consists of acquiring, owning, developing, leasing and managing MOBs. Information provided for "all other" includes revenues such as income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to our three reportable business segments. Assets included in "all other" consist primarily of corporate assets, including cash, restricted cash, deferred financing costs, loans receivable and miscellaneous accounts receivable.

Three Months Ended March 31, 2012 and 2011

        The table below shows our results of operations for the three months ended March 31, 2012 and 2011 and the effect on our income of changes in those results from period to period.

	For the Three Months Ended March 31,						Increase (Decrease) to Income
	2012			2011			$			%
	(Dollars in thousands)
Segment NOI:
Triple-net leased properties	$	210,618		$	116,574		$	94,044			80.7	%
Senior living operations		90,129			36,391			53,738			> 100
MOB operations		45,117			16,981			28,136			> 100
All other		8,036			6,085			1,951			32.1
Total segment NOI		353,900			176,031			177,869			> 100
Interest and other income		50			78			(28	)		(35.9	)
Interest expense		(70,668	)		(41,740	)		(28,928	)		(69.3	)
Depreciation and amortization		(163,197	)		(51,314	)		(111,883	)		(> 100	)
General, administrative and professional fees		(22,200	)		(14,832	)		(7,368	)		(49.7	)
Loss on extinguishment of debt		(29,544	)		(16,520	)		(13,024	)		(78.8	)
Merger-related expenses and deal costs		(7,981	)		(6,449	)		(1,532	)		(23.8	)
Other		(1,576	)		(1	)		(1,575	)		(> 100	)
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest		58,784			45,253			13,531			29.9
Income (loss) from unconsolidated entities		317			(170	)		487			> 100
Income tax (expense) benefit		(11,338	)		3,197			(14,535	)		(> 100	)
Income from continuing operations		47,763			48,280			(517	)		(1.1	)
Discontinued operations		42,329			766			41,563			> 100
Net income		90,092			49,046			41,046			83.7
Net (loss) income attributable to noncontrolling interest		(534	)		62			596			> 100
Net income attributable to common stockholders	$	90,626		$	48,984		$	41,642			85.0	%

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Segment NOI—Triple-Net Leased Properties

        NOI for our triple-net leased properties reportable business segment consists of rental income earned from our triple-net assets and other services revenue. We incur no direct operating expenses for this segment.

        Triple-net leased properties segment NOI increased primarily due to rental income from the properties we acquired in connection with our acquisition of Nationwide Health Properties, Inc. (together with its subsidiaries, "NHP"), the annual escalators in the rent paid under our four master lease agreements with Kindred effective May 1, 2011, other services revenue directly attributable to the NHP acquisition and various increases in the rent paid with respect to our other existing triple-net leased properties.

        In our triple-net leased properties segment, revenues consist of fixed rental amounts (subject to annual escalations) received directly from our tenants in accordance with the applicable lease terms and generally do not depend on the operating performance of our properties. Accordingly, occupancy information is relevant to the profitability of our tenants' operations but does not directly impact our revenues or financial results. The following table sets forth average occupancy rates related to the triple-net leased properties we owned at March 31, 2012 for the fourth quarter of 2011, which is the most recent information available to us from our tenants.

	Number of Properties at March 31, 2012(1)		Average Occupancy For the Three Months Ended December 31, 2011
Seniors housing communities		449		86.1	%
Skilled nursing facilities		381		83.2	%
Hospitals		47		55.4	%

(1)

Excludes 34 seniors housing communities and skilled nursing facilities included in investments in unconsolidated entities and eight other facilities for which we do not receive occupancy information.

Segment NOI—Senior Living Operations

        The following table summarizes our senior living operations reportable business segment NOI:

	For the Three Months Ended March 31,						Increase (Decrease) to Income
	2012			2011			$			%
	(Dollars in thousands)
Segment NOI—Senior Living Operations:
Total revenues	$	285,795		$	114,502		$	171,293			> 100	%
Less:
Property-level operating expenses		(195,666	)		(78,111	)		(117,555	)		(> 100	)
Segment NOI	$	90,129		$	36,391		$	53,738			> 100	%

        In our senior living operations segment, revenues consist of resident fees and services, which include all amounts earned from residents at our seniors housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Our senior living operations segment revenues increased primarily due to the properties we acquired in connection with the acquisition of Atria Senior Living Group, Inc. (together with its affiliates, "ASLG") in May 2011 and two seniors housing communities we acquired after March 31, 2011 and higher occupancy and

52

average daily rates at our Sunrise-managed properties. The following table sets forth average resident occupancy rates related to our senior living operating properties during the three months ended March 31, 2012 and 2011:

	Number of Properties at March 31,				Average Occupancy For the Three Months Ended March 31,
	2012		2011		2012			2011
Stabilized communities		191		81		89.9	%		89.7	%
Lease-up communities		10		1		76.3	%		59.6	%
Total		201		82		89.2	%		89.2	%
Same-store stabilized communities		81		81		91.5	%		89.7	%

        Property-level operating expenses related to the segment include labor, food, utilities, marketing, management and other costs of operating the properties. Property-level operating expenses increased for the three months ended March 31, 2012 over the same period in 2011 primarily due to the properties we acquired in connection with the ASLG acquisition and two seniors housing communities we acquired after March 31, 2011 and higher management fees at our Sunrise-managed properties, offset by lower utilities, repairs and maintenance costs.

Segment NOI—MOB Operations

        The following table summarizes our MOB operations reportable business segment NOI:

	For the Three Months Ended March 31,						Increase (Decrease) to Income
	2012			2011			$			%
	(Dollars in thousands)
Segment NOI—MOB Operations:
Rental income	$	64,696		$	24,236		$	40,460			> 100	%
Medical office building services revenue		4,499			6,957			(2,458	)		(35.3	)
Total revenues		69,195			31,193			38,002			> 100
Less:
Property-level operating expenses		(21,090	)		(8,676	)		(12,414	)		(> 100	)
Medical office building services costs		(2,988	)		(5,536	)		2,548			46.0
Segment NOI	$	45,117		$	16,981		$	28,136			> 100	%

        The increases in MOB operations segment revenues and property-level operating expenses are attributed primarily to the MOBs we acquired in connection with the NHP acquisition and thirteen MOBs we acquired after March 31, 2011. The following table sets forth occupancy rates related to our MOBs at March 31, 2012 and 2011:

	Number of Properties at March 31,				Occupancy at March 31,
	2012		2011		2012			2011
Stabilized MOBs		178		63		91.0	%		94.2	%
Non-stabilized MOBs		14		6		75.1	%		74.2	%
Total		192		69		89.0	%		91.0	%
Same-store stabilized MOBs		63		63		92.3	%		94.2	%

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        Medical office building services revenue and costs both decreased primarily due to less construction activity during 2012 compared to 2011.

Segment NOI—All Other

        All other NOI consists solely of income from loans and investments. Income from loans and investments increased for the three months ended March 31, 2012 over the same period in 2011 primarily due to the loans receivable we acquired in connection with the NHP acquisition, partially offset by decreased interest income related to loans receivable repayments we received during 2011 and the first quarter of 2012.

Interest Expense

        The $29.1 million increase in total interest expense, including interest allocated to discontinued operations of $1.0 million and $0.8 million for the three months ended March 31, 2012 and 2011, respectively, is attributed primarily to a $52.5 million increase in interest due to higher loan balances and $2.3 million of interest related to the capital leases we assumed in our 2011 acquisitions, partially offset by a $26.4 million decrease in interest due to lower effective interest rates, including the amortization of any fair value adjustments. Our effective interest rate, excluding activity related to our capital leases, was 4.1% for the three months ended March 31, 2012, compared to 5.7% for the same period in 2011.

Depreciation and Amortization

        Depreciation and amortization expense increased during the three months ended March 31, 2012 compared to the same period in 2011 primarily due to the NHP and ASLG acquisitions and other properties we acquired subsequent to March 31, 2011.

General, Administrative and Professional Fees

        General, administrative and professional fees increased during the three months ended March 31, 2012 compared to the same period in 2011 due solely to our organizational growth.

Loss on Extinguishment of Debt

        The loss on extinguishment of debt for the three months ended March 31, 2012 resulted primarily from our redemption in March 2012 of all $200.0 million principal amount outstanding of our 6¹/2% senior notes due 2016. The loss on extinguishment of debt for the same period in 2011 resulted from our early repayment in February 2011 of $307.2 million principal amount of existing mortgage debt.

Merger-Related Expenses and Deal Costs

        Merger-related expenses and deal costs for the three months ended March 31, 2012 and 2011 consisted of transition and integration expenses related to consummated transactions and deal costs required by GAAP to be expensed rather than capitalized into the asset value. These transition and integration expenses and deal costs reflect certain fees and expenses incurred in connection with the ASLG, NHP and Cogdell acquisitions. Merger-related expenses and deal costs during the three months ended March 31, 2011 also included expenses relating to our favorable litigation against HCP, Inc. and subsequent cross-appeals, which were fully concluded in November 2011.

Other

        Other consists primarily of the fair value adjustment on interest rate swaps we acquired in connection with the ASLG and NHP acquisitions, partially offset by other expenses.

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Income/Loss from Unconsolidated Entities

        Income from unconsolidated entities for the three months ended March 31, 2012 relates to our noncontrolling interest of between 5% and 25% in joint ventures with respect to 58 MOBs, 20 seniors housing communities and fourteen skilled nursing facilities. Loss from unconsolidated entities for the three months ended March 31, 2011 relates to our noncontrolling interest of between 5% and 20% in joint ventures with respect to 58 MOBs.

Income Tax Benefit/Expense

        Income tax expense for the three months ended March 31, 2012 was due primarily to a $14.9 million valuation allowance recorded against certain deferred tax assets. Income tax benefit for the three months ended March 31, 2011 was due primarily to the loss on extinguishment of debt incurred during the same period.

Discontinued Operations

        Discontinued operations increased $41.6 million during the three months ended March 31, 2012 compared to the same period in 2011 due primarily to a $40.2 million gain and $1.8 million lease termination fee related to the sale of nine seniors housing communities to a tenant in February 2012.

Net Loss/Income Attributable to Noncontrolling Interest

        Net loss attributable to noncontrolling interest for the three months ended March 31, 2012 represents our partners' joint venture interests in 29 MOBs and seniors housing communities, 23 of which we acquired in connection with the NHP acquisition. Net income attributable to noncontrolling interest for the three months ended March 31, 2011 represented our partners' joint venture interests in six MOBs.

Non-GAAP Financial Measures

        We believe that net income, as defined by GAAP, is the most appropriate earnings measurement. However, we consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. Set forth below are descriptions of the non-GAAP financial measures we consider relevant to our business and useful to investors, as well as reconciliations of these measures to our most directly comparable GAAP financial measures.

        The non-GAAP financial measures we present herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income (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. We believe that in order to facilitate a clear understanding of our consolidated historical operating results, these measures should be examined in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

Funds From Operations and Normalized Funds From Operations

        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

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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, we consider Funds From Operations ("FFO") and normalized FFO appropriate measures of operating performance of an equity REIT. Moreover, we believe that normalized FFO provides useful information 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 unanticipated items and other events such as transactions and litigation. We use the National Association of Real Estate Investment Trusts ("NAREIT") definition of FFO. NAREIT defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures 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) gains and losses on the sales of real property assets; (b) merger-related costs and expenses, including amortization of intangibles and transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to our lawsuit against HCP, Inc.; (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, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (d) the non-cash effect of income tax benefits or expenses; (e) the impact of future acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions; (f) the financial impact of contingent consideration; (g) charitable donations made to the Ventas Charitable Foundation; and (h) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments.

        Our FFO and normalized FFO for the three months ended March 31, 2012 and 2011 are summarized in the following table.

	For the Three Months Ended March 31,
	2012			2011
	(In thousands)
Net income attributable to common stockholders	$	90,626		$	48,984
Adjustments:
Real estate depreciation and amortization		162,295			50,728
Real estate depreciation related to noncontrolling interest		(1,511	)		(204	)
Real estate depreciation related to unconsolidated entities		2,175			1,035
Discontinued operations:
Gain on sale of real estate assets		(40,233	)		—
Depreciation on real estate assets		1,439			445
FFO		214,791			100,988
Adjustments:
Merger-related expenses and deal costs		7,981			6,449
Amortization of other intangibles		256			256
Loss on extinguishment of debt		29,544			16,520
Income tax expense (benefit)		11,305			(3,197	)
Change in fair value of financial instruments		33			—
Normalized FFO	$	263,910		$	121,016

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Adjusted EBITDA

        We consider Adjusted EBITDA an important supplemental measure to net income because it provides additional information with which to evaluate the performance of our operations and serves as another indication of our ability to service debt. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding loss on extinguishment of debt, net litigation proceeds, merger-related expenses and deal costs, gains or losses on sales of real property assets and changes in the fair value of financial instruments (including amounts in discontinued operations). The following is a reconciliation of Adjusted EBITDA to net income (including amounts in discontinued operations) for the three months ended March 31, 2012 and 2011:

	For the Three Months Ended March 31,
	2012			2011
	(In thousands)
Net income	$	90,092		$	49,046
Adjustments:
Interest		71,650			42,558
Taxes (including amounts in general, administrative and professional fees)		12,270			(2,948	)
Depreciation and amortization		164,636			51,759
Non-cash stock-based compensation expense		4,834			4,016
Loss on extinguishment of debt		29,544			16,520
Merger-related expenses and deal costs		7,981			6,449
Gain on sale of real estate assets		(40,233	)		—
Changes in fair value of financial instruments		33			—
Adjusted EBITDA	$	340,807		$	167,400

NOI

        We consider NOI an important supplemental measure to net income 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 and between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and medical office building services costs (including amounts in discontinued operations). The following is a reconciliation of NOI to total revenues (including amounts in discontinued operations) for the three months ended March 31, 2012 and 2011:

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Total revenues	$	573,694	$	268,432
Less:
Interest and other income		50		78
Property-level operating expenses		216,756		86,787
Medical office building services costs		2,988		5,536
NOI (excluding amounts in discontinued operations)		353,900		176,031
Discontinued operations		3,246		2,029
NOI (including amounts in discontinued operations)	$	357,146	$	178,060

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Liquidity and Capital Resources

        As of March 31, 2012, we had a total of $53.2 million of unrestricted cash and cash equivalents, operating cash and cash related to our senior living operations and MOB operations reportable business segments that is deposited and held in property-level accounts. Funds maintained in the property-level accounts are used primarily for the payment of property-level expenses, debt service payments and certain capital expenditures. As of March 31, 2012, we also had escrow deposits and restricted cash of $114.4 million and $1.92 billion of unused borrowing capacity available under our unsecured revolving credit facility.

        During the three months ended March 31, 2012, our principal sources of liquidity were proceeds from the issuance of debt, cash flows from operations, proceeds from repayments of our loans receivable, proceeds from sales of assets and cash on hand. In April 2012, we financed our acquisition of Cogdell through the assumption of $203.8 million of existing Cogdell mortgage debt (including $36.6 million of our joint venture partners' share) and borrowings under our unsecured revolving credit facility, and we subsequently used our net proceeds from the issuance of $600.0 million aggregate principal amount of 4.00% senior notes due 2019 to repay the borrowings under our unsecured revolving credit facility.

        For the remainder of 2012, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt, including $155.4 million aggregate principal amount outstanding of senior notes due 2012 and the redemption of all $225.0 million principal amount outstanding of our 6³/4% senior notes due 2017; (iv) fund capital expenditures for our senior living operations and MOB operations reportable business segments; (v) fund acquisitions, investments and commitments, including development activities; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. We believe that these liquidity needs generally will be satisfied by cash flows from operations, cash on hand, debt assumptions and financings, issuances of debt and equity securities, proceeds from sales of assets and borrowings under our unsecured revolving credit facility. However, if any of these sources of capital is unavailable to us or is not available at an acceptable cost or if we engage in significant acquisition or investment activity, we may seek or require additional funding from debt assumptions and financings (including secured financings), dispositions of assets (in whole or in part through joint venture arrangements with third parties) and/or the issuance of secured or unsecured long-term debt or other securities.

Unsecured Revolving Credit Facility

        We have $2.0 billion of aggregate borrowing capacity under our unsecured revolving credit facility, which may be increased to up to $2.5 billion at our option, subject to the satisfaction of certain conditions, and includes sublimits of (a) up to $200 million for letters of credit, (b) up to $200 million for swingline loans, (c) up to $250 million for loans in certain alternative currencies, and (d) up to 50% of the facility for certain negotiated rate loans. Borrowings under our unsecured revolving credit facility bear interest at a fluctuating rate per annum (based on the applicable LIBOR for Eurocurrency rate loans and the higher of (i) the federal funds rate plus 0.50%, (ii) the administrative agent's prime rate and (iii) the applicable LIBOR plus 1.0% for base rate loans, plus, in each case, a spread based on our senior unsecured long-term debt ratings). We also pay a facility fee ranging from 15 to 45 basis points per annum (based on our senior unsecured long-term debt ratings) on the aggregate revolving commitments under our unsecured revolving credit facility. At March 31, 2012, the applicable spread was 110 basis points for Eurocurrency rate loans and 10 basis points for base rate loans and the facility fee was 17.5 basis points. Borrowings under our unsecured revolving credit facility mature on October 16, 2015, but may be extended for an additional period of one year at our option, subject to the satisfaction of certain conditions.

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Senior Notes

        In February 2012, we issued and sold $600.0 million aggregate principal amount of 4.25% senior notes due 2022 at a public offering price equal to 99.214% of par, for total proceeds of $595.3 million before the underwriting discount and expenses.

        In March 2012, we redeemed all $200.0 million principal amount outstanding of our 6¹/2% senior notes due 2016 at a redemption price equal to 103.25% of par, plus accrued and unpaid interest to the redemption date, pursuant to the call option contained in the indenture governing the notes. As a result, we paid a total of $206.5 million, plus accrued and unpaid interest, on the redemption date and recognized a loss on extinguishment of debt of $29.7 million during the first quarter of 2012.

        In April 2012, we issued and sold $600.0 million aggregate principal amount of 4.00% senior notes due 2019 at a public offering price equal to 99.489% of par, for total proceeds of $596.9 million before the underwriting discount and expenses.

        Also in April 2012, we exercised our option to redeem all $225.0 million principal amount outstanding of our 6³/4% senior notes due 2017 at a redemption price equal to 103.375% of par, plus accrued and unpaid interest to the redemption date, pursuant to the terms of the indenture governing the notes. We expect to pay a total of $232.6 million, plus accrued and unpaid interest, on the redemption date and recognize a loss on extinguishment of debt of approximately $10.0 million during the second quarter of 2012 in connection with this redemption.

Cash Flows

        The following table sets forth our sources and uses of cash flows for the three months ended March 31, 2012 and 2011:

	For the Three Months Ended March 31,						Increase (Decrease) to Cash
	2012			2011			$			%
	(Dollars in thousands)
Cash and cash equivalents at beginning of period	$	45,807		$	21,812		$	23,995			>100	%
Net cash provided by operating activities		244,961			130,769			114,192			87.3
Net cash (used in) provided by investing activities		(40,312	)		31,681			(71,993	)		(>100	)
Net cash used in financing activities		(197,287	)		(142,456	)		(54,831	)		(38.5	)
Effect of foreign currency translation on cash and cash equivalents		55			93			(38	)		(40.9	)
Cash and cash equivalents at end of period	$	53,224		$	41,899		$	11,325			27.0	%

Cash Flows from Operating Activities

        Cash flows from operating activities increased during the three months ended March 31, 2012 over the same period in 2011 primarily due to the NHP and ASLG acquisitions, higher NOI from our senior living and MOB operations reportable business segments and rent escalations related to our triple-net leased properties, partially offset by increased general, administrative and professional fees and interest expense all due to our enterprise growth.

Cash Flows from Investing Activities

        Cash used in investing activities during the three months ended March 31, 2012 and 2011 consisted primarily of purchase of noncontrolling interest ($3.3 million in 2011), investments in loans receivable ($22.5 million in 2012), development project expenditures ($31.3 million and $0.1 million in 2012 and 2011, respectively) and capital expenditures ($10.0 million and $7.8 million in 2012 and 2011,

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respectively). These uses were offset by proceeds from real estate disposals ($8.8 million in 2012), proceeds from loans receivable ($17.2 million and $20.0 million in 2012 and 2011, respectively) and proceeds from the sale of marketable securities ($23.1 million in 2011). The majority of the proceeds from the sale of nine seniors housing communities during the first quarter of 2012 were deposited in an Internal Revenue Code Section 1031 exchange escrow account with a qualified intermediary, and during the first quarter of 2012, we used approximately $37.8 million of the deposited proceeds for our MOB and seniors housing community acquisitions.

Cash Flows from Financing Activities

        Cash used in financing activities during the three months ended March 31, 2012 consisted primarily of $298.8 million of debt repayments, $180.4 million of cash dividend payments to common stockholders and unitholders and $382.4 million of net payments made on our unsecured revolving credit facility. These uses were partially offset by $667.3 million of proceeds from the issuance of debt.

        Cash used in financing activities during the three months ended March 31, 2011 consisted primarily of $331.1 million of debt repayments, $93.7 million of cash dividend payments to common stockholders and $32.0 million of net payments made on our unsecured revolving credit facilities. These uses were partially offset by $14.6 million of proceeds from the issuance of debt and $299.9 million of net proceeds from the issuance of common stock.

Capital Expenditures

        The terms of our triple-net leases generally obligate our tenants to pay capital expenditures necessary to maintain and improve our triple-net leased properties. From time to time, however, we may fund capital expenditures for our triple-net leased properties through loans to the tenants or advances, some of which may increase the amount of rent payable to us with respect to the properties. After the terms of our triple-net leases expire, or in the event that the tenants are unable or unwilling to meet their obligations under those leases, we would expect to fund any capital expenditures for which we may become responsible with cash flows from operations or through additional borrowings.

        With respect to our senior living operations and MOB operations reportable business segments, we expect that capital expenditures will be funded by the cash flows from the properties or through additional borrowings. To the extent that unanticipated expenditures 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.

        As a result of the NHP acquisition, we assumed certain obligations under existing agreements to develop seniors housing and MOB properties. The construction of these properties is funded through capital provided by us and, in some circumstances, other joint venture members. As of March 31, 2012, two seniors housing communities and two MOBs were in various stages of development pursuant to our agreements. We have funded $61.6 million through March 31, 2012 toward these development projects, and our total commitment to these projects is estimated to be between $95.0 million and $110.0 million over the projected development period.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The following discussion of our exposure to various market risks contains forward-looking statements that involve risks and uncertainties. These projected results have been prepared utilizing certain assumptions considered reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of interest rates as well as other factors, actual results could differ materially from those projected in such forward-looking information.

        We are exposed to market risk related to changes in interest rates on borrowings under our unsecured revolving credit facility and unsecured term loan facility, certain of our mortgage loans that are floating rate obligations, mortgage loans receivable and marketable debt securities. These market risks result primarily from changes in LIBOR rates or prime rates. We continuously monitor our level of floating rate debt with respect to total debt and other factors, including our assessment of the current and future economic environment.

        For fixed rate debt, interest rate fluctuations generally affect the fair value, but do not impact our earnings or cash flows. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until such obligations mature or we elect to prepay and refinance them. If interest rates have risen at the time our fixed rate debt matures or is refinanced, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of maturity or refinancing may lower 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 ("BPS") in interest rates as of March 31, 2012 and December 31, 2011:

	As of March 31, 2012		As of December 31, 2011
	(In thousands)
Gross book value	$	5,366,742	$	4,984,743
Fair value(1)		5,614,978		5,439,222
Fair value reflecting change in interest rates:(1)
-100 BPS		5,813,140		5,401,585
+100 BPS		5,437,594		4,963,413

(1)

The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates and a net increase in the aggregate principal amount of our outstanding senior notes.

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        The table below sets forth certain information with respect to our debt, excluding premiums, discounts and capital lease obligations.

	As of March 31, 2012			As of December 31, 2011			As of March 31, 2011
	(Dollars in thousands)
Balance:
Fixed rate:
Senior notes and other	$	2,860,026		$	2,460,026		$	1,537,433
Mortgage loans and other(1)		2,339,269			2,357,268			935,259
Variable rate:
Unsecured revolving credit facilities		73,419			455,578			8,000
Unsecured term loan facility		504,721			501,875			—
Mortgage loans and other(1)		401,641			405,696			117,859
Total	$	6,179,076		$	6,180,443		$	2,598,551
Percent of total debt:
Fixed rate:
Senior notes and other		46.3	%		39.8	%		59.2	%
Mortgage loans and other(1)		37.8	%		38.1	%		36.0	%
Variable rate:
Unsecured revolving credit facilities		1.2	%		7.4	%		0.3	%
Unsecured term loan facility		8.2	%		8.1	%		0.0	%
Mortgage loans and other(1)		6.5	%		6.6	%		4.5	%
Total		100.0	%		100.0	%		100.0	%
Weighted average interest rate at end of period:
Fixed rate:
Senior notes and other		5.0	%		5.3	%		5.1	%
Mortgage loans and other(1)		6.1	%		6.1	%		6.1	%
Variable rate:
Unsecured revolving credit facilities		1.4	%		1.4	%		3.0	%
Unsecured term loan facility		1.7	%		1.8	%		N/A
Mortgage loans and other(1)		1.9	%		2.0	%		1.6	%
Total		4.9	%		4.8	%		5.3	%

(1)

The amounts presented above exclude debt related to real estate assets classified as held for sale as of March 31, 2012 and December 31, 2011. The total mortgage debt for these properties as of March 31, 2012 and December 31, 2011 was $23.8 million and $14.6 million, respectively.

        The variable rate debt in the table above reflects, in part, the effect of $167.6 million notional amount of interest rate swaps with a maturity of February 1, 2013 that effectively convert fixed rate debt to variable rate debt. The decrease in our outstanding variable rate debt from December 31, 2011 is primarily attributable to the repayment of borrowings outstanding under our unsecured revolving credit facility during the first quarter of 2012. Pursuant to the terms of certain leases with one of our tenants, if interest rates increase on certain variable rate debt that we have totaling $80.0 million as of March 31, 2012, our tenant is required to pay us additional rent (on a dollar-for-dollar basis) in an amount equal to the increase in interest expense resulting from the increased interest rates. Therefore, the increase in interest expense related to this debt is equally offset by an increase in additional rent due to us from the tenant. 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 March 31, 2012, interest expense for 2012 would increase by approximately $9.0 million, or 0.03 per

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diluted common share. The fair value of our fixed and variable rate debt is based on current interest rates at which we could obtain similar borrowings.

        We earn interest from investments in marketable debt securities on a fixed rate basis. We record these investments as available-for-sale at fair value, with unrealized gains and losses recorded as a component of other comprehensive income. Interest rate fluctuations and market conditions will cause the fair value of these investments to change. As of both March 31, 2012 and December 31, 2011, the aggregate fair value of our marketable debt securities held at March 31, 2012, which had an aggregate original cost of $37.8 million, was $43.3 million.

        As of March 31, 2012 and December 31, 2011, the fair value of our secured and unsecured loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $282.8 million and $281.5 million, respectively.

        We are subject to fluctuations in U.S. and Canadian exchange rates that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian dollar impact the amount of net income we earn from our twelve seniors housing communities in Canada. Based solely on our results for the three months ended March 31, 2012, if the Canadian dollar exchange rate were to increase or decrease by $0.10, our net income from these communities would decrease or increase, as applicable, by less than $0.1 million for the three-month period. If we increase our international presence through investments in, or acquisitions or development of, seniors housing or healthcare assets outside the United States, we may also decide to transact additional business or borrow funds under our unsecured revolving credit facility in currencies other than U.S. or Canadian dollars. Although we may decide to pursue hedging alternatives (including additional borrowings in local currencies) to protect against foreign currency fluctuations, we cannot provide any assurance that any such fluctuations will not have a Material Adverse Effect on us.

        We may engage in hedging strategies to manage our exposure to market risks in the future, depending on an analysis of the interest rate and foreign currency exchange rate environments and the costs and risks of such strategies. However, we do not use derivative financial instruments for speculative purposes.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

        As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2012. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2012, at the reasonable assurance level.

Internal Control Over Financial Reporting

        During the first quarter of 2012, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        The information contained in "Note 11—Litigation" of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1. Except as set forth therein, there have been no new material legal proceedings and no material developments in the legal proceedings reported in our Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        The table below summarizes repurchases of our common stock made during the three months ended March 31, 2012:

	Number of Shares Repurchased(1)		Average Price Per Share
January 1 through January 31		63,443	$	56.34
February 1 through February 29		6,418	$	56.28
March 1 through March 31		14,606	$	55.96

(1)

Repurchases represent shares withheld to pay (i) taxes on the vesting of restricted stock or restricted stock units or on the exercise of options granted to employees under our 2006 Incentive Plan or under the NHP 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP or (ii) the exercise price of options granted to employees under the NHP 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of exercise, as the case may be.

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ITEM 6.    EXHIBITS

Exhibit Number		Description of Document	Location of Document
	4.1	Fifth Supplemental Indenture dated as of February 10, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.	Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on February 14, 2012.
	4.2	Sixth Supplemental Indenture dated as of April 17, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.	Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on April 18, 2012.
	10.1	Ventas, Inc. 2006 Stock Plan for Directors, as amended.	Filed herewith.
	10.2	Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors.	Filed herewith.
	12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.	Filed herewith.
	31.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
	31.2	Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
	32.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith.
	32.2	Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith.
	101	Interactive Data File.	Filed herewith.

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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.

Date: April 27, 2012
	VENTAS, INC.
	By:	/s/ DEBRA A. CAFARO Debra A. Cafaro Chairman and Chief Executive Officer
	By:	/s/ RICHARD A. SCHWEINHART Richard A. Schweinhart Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number		Description of Document	Location of Document
	4.1	Fifth Supplemental Indenture dated as of February 10, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.	Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on February 14, 2012.
	4.2	Sixth Supplemental Indenture dated as of April 17, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.	Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on April 18, 2012.
	10.1	Ventas, Inc. 2006 Stock Plan for Directors, as amended.	Filed herewith.
	10.2	Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors.	Filed herewith.
	12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.	Filed herewith.
	31.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
	31.2	Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
	32.1	Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith.
	32.2	Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.	Filed herewith.
	101	Interactive Data File.	Filed herewith.

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EX-10.1

Exhibit 10.1

VENTAS, INC.

2006 STOCK PLAN

FOR DIRECTORS

[As amended October 16, 2007, December 8, 2008 and March 7, 2012]

ARTICLE 1.  PURPOSE

The purpose of the Ventas, Inc. 2006 Stock Plan for Directors (“Plan”) is to promote the interests of Ventas, Inc., its subsidiaries and stockholders, by allowing the Company to attract and retain highly qualified directors by permitting them to obtain or increase their proprietary interest in the Company.

ARTICLE 2.  DEFINITIONS AND CONSTRUCTION

2.1Definitions.  As used in the Plan, terms defined parenthetically immediately after their use shall have the respective meanings provided by such definitions, and the terms set forth below shall have the following meanings (in either case, such terms shall apply equally to both the singular and plural forms of the terms defined):

(a)“Award” shall mean, individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units or Other Stock-Based Awards.

(b)“Award Agreement” shall mean, individually or collectively, an Option Agreement, Restricted Award Agreement, or an agreement evidencing an Other Stock-Based Award.

(c)“Board” shall mean the Board of Directors of the Company.

(d)“Cause” shall mean, unless otherwise defined in an Award Agreement, a felony conviction of a Director or the failure of a Director to contest prosecution for a felony, or a Director’s willful misconduct or dishonesty, any of which is determined by the Committee to be directly and materially harmful to the business or reputation of the Company or its Subsidiaries.

(e)“Change in Control” shall mean any of the following events:

(1)An acquisition (other than directly from the Company) of any voting securities of the Company (“Voting Securities”) by any Person immediately after which such Person has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Ownership and/or Beneficially Owned”) of 20% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control.  A Non-Control Acquisition shall mean an acquisition by (i) the Company or any Subsidiary, (ii) an employee benefit plan (or a trust forming a part thereof)

maintained by the Company or any Subsidiary, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);

(2)The individuals who, as of May 31, 2006, are members of the Board (“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (as described in the former Rule 14a-11 promulgated under the Exchange Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (“Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;

(3)Approval by stockholders of the Company of:

(A)A merger, consolidation or reorganization involving the Company, unless such is a Non-Control Transaction.  For purposes of the Plan, the term “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company in which:

(i)the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least a majority of the combined voting power of the voting securities of the corporation or entity resulting from such merger or consolidation or reorganization (“Surviving Corporation”) over which any Person has Beneficial Ownership in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization;

(ii)the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors or equivalent body of the Surviving Corporation; and

(iii)no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation, or any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of 20% or more of the then outstanding Voting Securities) has Beneficial Ownership of 20% or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

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(B)A complete liquidation or dissolution of the Company; or

(C)An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary); or

(4)Any other event that the Committee shall determine constitutes an effective Change in Control of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (“Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; provided, however, that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

With respect to any Award that constitutes a “deferral of compensation” subject to the requirements of Section 409A of the Code (“409A Award”)  but only to the extent necessary for such 409A Award to comply with Section 409A of the Code, a Change in Control must constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code for any acceleration of the timing of payment of the 409A Award because of the Change in Control.  The preceding sentence shall not affect the vesting of any Award.

(f)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(g)“Committee” shall mean the Committee provided for in Section 7.1.

(h)“Company” shall mean Ventas, Inc., a Delaware corporation.

(i)“Director” shall mean a member of the Board who is not an employee of the Company or any Subsidiary.

(j)“Disability” shall mean the total disability as determined by the Committee in accordance with standards and procedures similar to those under the Company’s long-term disability plan, or, if none, a physical or mental infirmity which the Committee determines impairs the Participant’s ability to perform substantially his or her duties for a period of 180 consecutive days.

(k)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

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(l)“Fair Market Value” of the Shares shall mean, as of any applicable date, the closing sale price of the Shares on the New York Stock Exchange or any national or regional stock exchange on which the Shares are traded, or if no such reported sale of the Shares shall have occurred on such date, on the next preceding date on which there was such a reported sale.  If there shall be any material alteration in the present system of reporting sale prices of the Shares, or if the Shares shall no longer be listed on the New York Stock Exchange or a national or regional stock exchange, the fair market value of the Shares as of a particular date shall be determined by such method as shall be determined by the Committee.

(m)“LTIP Unit” shall mean an OP Unit granted to a Director pursuant to Article 6 that may be subject to restrictions as determined by the Committee.

(n)“OP” means the applicable operating partnership of the Company.

(o)“Option” shall mean an option granted to an Optionee pursuant to the Plan.

(p)“Option Agreement” shall mean a written agreement between the Company and an Optionee evidencing the granting of an Option and containing terms and conditions concerning the exercise of the Option.

(q)“Optionee” shall mean a Director who has been granted an Option or the personal representative, heir or legatee of an Optionee who has the right to exercise the Option upon the death of the Optionee.

(r)“Op Unit” shall mean a unit of partnership interest in an OP.

(s)“Other Stock-Based Award” shall mean any right granted under Article 6.

(t)“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14 (d) thereof, including a “group” as defined in Section 13(d).

(u)“Plan” shall mean this Ventas, Inc. 2006 Stock Plan for Directors, as the same may be amended from time to time.

(v)“Restricted Award Agreement” shall mean an agreement evidencing a Restricted Stock Award or Restricted Stock Unit Award, as described in Section 5.3.

(w)“Restricted Stock” shall mean Shares granted pursuant to Article 5 as to which the restrictions have not expired.

(x)“Restricted Stock Unit” shall mean an Award granted pursuant to Article 5 denominated in units of the Company’s common stock.

(y)Restriction Period” shall mean the period set forth in Section 5.1 or determined by the Committee during which the transfer of Shares is limited in some way or Shares or Restricted Stock Units are otherwise restricted or subject to forfeiture as provided in Article 5.

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(z)“Shares” shall mean the shares of the Company’s common stock, par value $.25 per share.

(aa)“Subsidiary” shall mean, with respect to any company, any corporation or other Person of which a majority of its voting power, equity securities or equity interest is owned directly or indirectly by such company.

2.2Gender and Number.  Except where otherwise indicated by the context, reference to the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

2.3Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

ARTICLE 3.  SHARES SUBJECT TO THE PLAN

Subject to the adjustments provided for in Article 8, the aggregate number of Shares or Op Units to be delivered upon exercise of all Awards and the payment of benefits in connection with Awards granted under the Plan shall not exceed 400,000 Shares or Op Units.  Such Shares or OP Units may be of original issuance or held in treasury.  If and to the extent an Award shall expire or terminate for any reason without having been exercised in full or shall be forfeited, the Shares (including Restricted Stock) or OP Units associated with such Awards shall again become available for Awards under the Plan.

ARTICLE 4.  TERMS AND CONDITIONS OF OPTIONS

4.1Non-Discretionary Grants.  On January 1 of each year during the term of the Plan, each Director (i) who is elected a director at the preceding annual meeting of shareholders or who has been appointed a director by the Board during the preceding year and (ii) who is acting as a director on January 1, shall receive a grant of an Option for Shares in a number determined by the Committee.  Such Options shall have the following terms and conditions:

(a)The exercise price of the Option shall be equal to 100% of the Fair Market Value of the Shares on the date the Option is granted.

(b)The term of the Option shall be ten years from the date of grant unless sooner terminated as provided herein.

(c)The Option shall be exercisable in two equal annual installments, with the first installment becoming exercisable on the date of grant of the Option and the second installment becoming exercisable on the first anniversary of the date of grant of the Option.  Notwithstanding the provisions of this Section 4.1, upon a Change in Control or the death, Disability or retirement of the Director, the Optionee (or, if appropriate, the legal representative of the Optionee’s estate) shall have the right to exercise the Option in full as to all Shares subject to the Option.

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4.2Termination of Option.

(a)If the Optionee ceases to be a director of the Company for any reason other than death, Disability, retirement or removal for Cause, the Option shall terminate six months after the Optionee ceases to be a director of the Company (unless the Optionee dies during such period), or on the Option’s expiration date, if earlier, and shall be exercisable during such period after the Optionee ceases to be a director of the Company only with respect to the number of Shares which the Optionee was entitled to purchase on the day preceding the day on which the Optionee ceased to be a director.

(b)If the Optionee ceases to be a director of the Company because of removal for Cause, the Option shall terminate on the date of the Optionee’s removal.

(c)In the event of the Optionee’s death or Disability while a director of the Company, the Optionee’s retirement from the Board due to attainment of a mandatory retirement age for directors pursuant to the Company’s Guidelines on Governance or other similar policies or for such other reason as the Committee may determine, or the Optionee’s death within six months after the Optionee ceases to be a director (other than by reason of removal for Cause), the Option shall terminate on the Option’s expiration date.  Except as the Committee may otherwise determine, in the event of the Optionee’s retirement from the Board for any reason other than the attainment of a mandatory retirement age for directors pursuant to the Company’s Guidelines on Governance or other similar policies, the Option shall terminate upon the earlier to occur of (A) 12 months after the date of the Optionee’s death, Disability or retirement, or (B) the Option’s expiration date.  In the event of the Optionee’s death, Disability or retirement as specified above, the Option shall become fully exercisable.

4.3Restrictions on Transferability of Option.  The Option shall not be transferable by the Optionee otherwise than by bequest or the laws of descent and distribution, and shall be exercisable during the Optionee’s lifetime only by the Optionee; provided, however, that the Optionee may, subject to any restrictions under Section 16(b) of the Exchange Act, transfer the Options to (i) the Optionee’s spouse or lineal descendants (“Immediate Family Members”), (ii) trusts for the exclusive benefit of such Optionee and/or his Immediate Family Members, or (iii) a partnership or limited liability company in which such Optionee and/or his Immediate Family Members are the only partners or members, as applicable; provided that (a) there may be no consideration for any such transfer (other than interests in such partnership or limited liability company) and (b) subsequent transfers of any transferred Option shall be prohibited other than by bequest or the laws of descent and distribution.  Following transfer, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of the Plan (excluding Section 4.2) the term “Optionee” shall be deemed to refer to the transferee.  Notwithstanding the above, the provisions of Section 4.2 concerning the termination of an Option shall continue to be applied with respect to the original Optionee.  Any transferred Option shall be exercisable by the transferee only to the extent, and for the periods, specified in the Option Agreement.

4.4Payment of Exercise Price.  The exercise price shall be paid in cash at the time of exercise or by means of a “cashless exercise” through a third party, except that in lieu of all or part of the cash or third-party “cashless exercise”, the Optionee may tender to the Company

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Shares already owned by the Optionee having a Fair Market Value equal to the exercise price, less any cash paid.  Any Company Shares tendered to the Company pursuant to this provision must have been held by the Optionee for at least six months prior to exercise.  The Fair Market Value of such tendered Shares shall be determined as of the close of the business day immediately preceding the day on which the Option is exercised.

4.5Discretionary Grants.  Subject to the terms and provisions of the Plan, the Committee may grant Options in addition to the Options specified in Section 4.1 at any time and from time to time.  The Committee shall determine the terms and conditions of Options granted pursuant to this Section 4.5 but in no event shall the exercise price of such Options be less than 100% of the Fair Market Value of Shares on the date the Option is granted.

4.6Option Agreement.  Each Option shall be evidenced by an Option Agreement which shall set forth the number of Shares for which the Option was granted, the provisions set forth in this Article 4 relating to the Option and such other terms and conditions consistent with the Plan.

ARTICLE 5.  TERMS AND CONDITIONS OF RESTRICTED STOCK

5.1Non-Discretionary Grants.  On January 1 of each year during the term of the Plan, each Director (i) who is elected a director at the preceding annual meeting of stockholders or who has been appointed a director by the Board during the preceding year and (ii) who is acting as a director on such January 1 in any year during the term of the Plan shall receive a grant of shares of Restricted Stock or Restricted Stock Units, as elected by the Director, in a number determined by the Committee.  On the initial election by the stockholders of a Director to the Board who is not and has not been a member of the Board, or if earlier, on the initial appointment by the Board of a Director, such Director shall receive a grant of shares of Restricted Stock or Restricted Stock Units, as elected by the Director, in a number determined by the Committee.  The restrictions on the transfer of shares of Restricted Stock granted pursuant to this Section 5.1 shall lapse with respect to one-half of the shares of Restricted Stock granted on the first anniversary of the date of such grant provided the recipient of the grant is a director of the Board at such time and with respect to the remaining one-half of the shares of Restricted Stock granted on the second anniversary of the date of such grant provided the recipient of the grant is a director of the Board at such time.  One-half of the Restricted Stock Units granted pursuant to this Section 5.1 shall vest on the first anniversary of the date of such grant provided the recipient of the grant is a director of the Board at such time and the remaining one-half of the Restricted Stock Units shall vest on the second anniversary of the date of such grant provided the recipient of the grant is a director of the Board at such time.  Notwithstanding the provisions of this Section 5.1, upon a Change in Control or the death, Disability or retirement of the Director, all restrictions pertaining to the then outstanding Shares of Restricted Stock and Restricted Stock Units held by Directors shall lapse and such Shares of Restricted Stock shall thereafter be immediately free from any and all restrictions under the Plan and Restricted Stock Units shall be paid as set forth in the Restricted Award Agreement.

5.2Discretionary Grants.  Subject to the terms and provisions of the Plan, the Committee may grant shares of Restricted Stock or Restricted Stock Units, as elected by the Director, in addition to the Restricted Stock and Restricted Stock Units specified in Section 5.1

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at any time and from time to time.  The Committee shall generally determine the terms and conditions of Restricted Stock and Restricted Stock Units granted pursuant to this Section 5.2 but the Director shall determine the payment date for Restricted Stock Units.

5.3Restricted Award Agreement.  Each grant of Restricted Stock or Restricted Stock Units shall be evidenced by a Restricted Award Agreement which shall specify the Restriction Period, the number of shares of Restricted Stock or Restricted Stock Units granted, as elected by the Director, and such other provisions as the Committee may determine or which are required by the Plan.

5.4Non-Transferability of Restricted Stock.  Except as provided in this Article 5, shares of Restricted Stock and Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Restriction Period or later as specified in the Restricted Award Agreement, or upon earlier satisfaction of any other conditions determined at the time of grant specified in the Restricted Award Agreement.

5.5Other Restrictions.  The Committee may impose such other restrictions on any shares of Restricted Stock or Restricted Stock Units as it may deem advisable, including, without limitation, legends on certificates representing shares of Restricted Stock and restrictions under applicable Federal or state securities laws.  The Committee may provide that any share of Restricted Stock shall be held (together with a stock power executed in blank by the Director) in custody by the Company until any or all restrictions thereon shall have lapsed.

5.6Reacquisition of Restricted Stock.  Any forfeited shares of Restricted Stock held by a Director or former Director which are to be reacquired by the Company shall be immediately returned to the Company by the Director or former Director, and the Director or former Director shall only receive the amount, if any, paid by the Director or former Director for such Restricted Stock.

5.7Voting Rights; Dividends and Other Distributions.  Unless determined otherwise by the Committee, during the Restriction Period, directors of the Board holding shares of Restricted Stock may exercise full voting rights, and shall be entitled to receive all dividends and other distributions paid, with respect to such Restricted Stock.  If any dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions as the shares of Restricted Stock with respect to which they were paid.

On each dividend or other distribution date with respect to Shares, a cash dollar amount equal to the amount of cash dividends or the fair market value of property other than Shares that would have been paid or distributed on a number of Shares equal to the number of Restricted Stock Units held by Directors as of the close of business on the record date for such dividend or distribution shall be paid in cash to such Directors.  If any dividend or distribution with respect to Shares is payable in Shares, Directors shall be credited with an additional number of Restricted Stock Units equal to the product of the number of Restricted Stock Units held by such Directors on the record date for such dividend or distribution multiplied by the number of Shares (including fractions thereof) distributable as a dividend or distribution on a Share.  Restricted Stock Units which are credited to Directors pursuant to the preceding sentence shall be subject to

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the same terms and conditions of the Plan, the Restricted Award Agreement and elections applicable with respect to such Restricted Stock Units with respect to which they relate.

5.8Termination of Directorship.  If the recipient of Restricted Stock ceases to be a director of the Board for any reason other than death, Disability, retirement or Change in Control prior to the expiration of the Restriction Period applicable to any shares of Restricted Stock then held by the Director, such Shares shall thereupon be immediately forfeited by and returned to the Company, and the former Director shall only receive the amount, if any, paid by the former Director for such Restricted Stock.  If the recipient of Restricted Stock Units ceases to be a director of the Board for any reason other than death, Disability, retirement or Change in Control prior to the expiration of the Restriction Period applicable to any Restricted Stock Units then held by the Director, such Restricted Stock Units shall thereupon be immediately forfeited.

ARTICLE 6.  OTHER STOCK-BASED AWARDS

The Board may grant to Directors such other Awards (including, without limitation, stock awards, stock appreciation rights, LTIP Units, and rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares, including, without limitation, OP Units) as are deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, as an alternative to other Awards.

ARTICLE 7.  ADMINISTRATION

7.1The Committee.  Portions of the Plan are designed to operate automatically and not require any significant administration.  To the extent administration is required, the Plan shall be administered by a Committee appointed by the Board which shall include two or more directors of the Company or the entire Board.  The Committee, in accordance with Section 409A of the Code, may permit a Director to defer receipt of payment or delivery of Shares that would otherwise be due to such Director.  The Committee shall meet at such times and places as it determines and may meet through a telephone conference call.  A majority of its members shall constitute a quorum, and the decision of the majority of those present at any meeting at which a quorum is present shall constitute the decision of the Committee.  Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made by a majority at a meeting duly held.  All decisions, determinations and selections made by the Committee pursuant to the provisions of the Plan shall be final.  To the extent permitted by law, the Committee may delegate its authority hereunder.

7.2Section 16 and 409A Compliance.  It is the intention of the Company that the Plan and the administration of the Plan comply in all respects with Section 16(b) of the Exchange Act and Section 409A of the Code and the rules and regulations promulgated thereunder to the extent deemed appropriate by the Committee.  If any Plan provision, or any aspect of the administration of the Plan, is found not to be in compliance with Section 16(b) of the Exchange Act or 409A of the Code, the provision or administration shall be deemed null and void to the extent deemed appropriate by the Committee, and in all events the Plan shall be construed in favor of its meeting the requirements of Rule 16b-3 promulgated under the Exchange Act and Section 409A of the Code to the extent deemed appropriate by the Committee.

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Notwithstanding anything contained in the Plan to the contrary, the Company intends that Awards payable under the Plan shall satisfy the requirements for exemption from, or compliance with, Section 409A of the Code and that all terms and provisions shall be interpreted, operated and administered to satisfy such requirements.  To the extent Section 409A of the Code is applicable to any Award, it is intended that such 409A Award complies with the deferral, payout and other limitations and restrictions imposed under Section 409A of the Code.

Regardless of what may be contained in any Award Agreement, to the extent that any 409A Award treated as payable upon a “separation from service” pursuant to Section 409A of the Code (as determined, and in accordance with the methodology selected by the Company, consistent with Section 409A of the Code) (“Separation from Service”), then, if payment is triggered by reason of the Separation from Service and on the date of the Participant’s Separation from Service, the Participant is a “specified employee” pursuant to Section 409A of the Code (as determined, and in accordance with the methodology selected by the Company, consistent with Section 409A of the Code), then to the extent required for the Participant not to incur additional taxes pursuant to Section 409A of the Code, no payment with respect to the 409A Award shall be made to the Participant earlier than the earlier of (i) six (6) months after the Participant’s Separation from Service; or (ii) the date of the Participant’s death.  Should the limitation set forth in the preceding sentence result in payment later than otherwise provided in the Plan or 409A Award, on the first day any such payment may be made without incurring additional tax pursuant to Section 409A of the Code, such payment shall be made to the Participant in a lump sum.  Notwithstanding anything contained in the Plan or Award to the contrary, the date on which a Participant’s Separation from Service occurs shall be treated as the Participant’s termination of employment or service date or comparable concept for purposes of determining the timing of payments under the Plan and Award to the extent necessary to have such payments under the Plan and Award be exempt from or comply with the requirements of Section 409A of the Code; provided, however, this sentence shall have no impact on whether or not an Award becomes vested.  No 409A Award shall be subject to acceleration or to any change in the specified time or method of payment, except as permitted by Section 409A of the Code or as otherwise provided under the Plan or Award and consistent with Section 409A of the Code.

These last three paragraphs of this Section 7.2 are not intended to impose any restrictions on Awards other than those required for the Participant not to incur additional tax under Code Section 409A and shall be interpreted and operated accordingly.  Notwithstanding any other provision in the Plan, the Committee makes no representations that Awards granted under the Plan shall be exempt from, or comply with, Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted under the Plan.  No provision of the Plan shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Participant or any other individual to the Company.

ARTICLE 8.  ADJUSTMENTS UPON CHANGE IN CAPITALIZATION

Notwithstanding the limitations set forth in Article 3, in the event of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, property dividend, share repurchase, share combination, share exchange, issuance of warrants, rights or debentures or other change in corporate structure of the Company affecting the Shares or Op Units, the Committee shall make

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an appropriate and equitable adjustment in the maximum number of Shares or Op Units available under the Plan or to any one individual and in the number, kind and exercise price of Shares or Op Units subject to Awards granted under the Plan to prevent dilution or enlargement of the rights of Directors under the Plan and outstanding Awards.  Any adjustments pursuant to this Article 8 to Awards that are considered Section 409A Awards are intended to be made only if permitted by Section 409A of the Code and only in a manner in compliance with the requirements of Section 409A of the Code and any adjustments made pursuant to this Article 8 to Awards that are not considered 409A Awards are intended to be made only if and in such a manner that after such adjustment the Awards either continue not to be 409A Awards or comply with the requirements of Section 409A of the Code.

ARTICLE 9.  AMENDMENTS AND DISCONTINUANCE

9.1In General.  Except as provided in Section 9.2, the Board may discontinue, amend, modify or terminate the Plan at any time.

9.2Amendments.  To the extent required to meet the requirements of any national securities exchange or system on which the Shares are then listed or reported or a regulatory body having jurisdiction with respect thereto, without the approval of the stockholders of the Company, no amendment or modification may make a material revision to the Plan.  Without limitation on the preceding sentence, no amendment may increase the number of Shares or Op Units available under the Plan without the approval of the stockholders of the Company.

9.3No Effect on Outstanding Awards.  Unless otherwise consented to in writing by the Director to whom such Award was granted, any Award which is outstanding under the Plan at the time of the Plan’s amendment or termination shall remain in effect in accordance with its terms and conditions and those of the Plan as in effect when the Award was granted.

9.4No Repricing.  Except for the adjustments set forth in Article 8, there shall be no change in the exercise price of an Option without the approval of the stockholders of the Company.

ARTICLE 10.  MERGER, CONSOLIDATION, ETC.

10.1Conversion on Certain Mergers.  In the event the Company merges or consolidates with another corporation, or all or substantially all of the Company’s capital stock or assets are acquired by another corporation, and the surviving or acquiring corporation issues shares of its stock to the Company’s stockholders in connection with the merger, consolidation or acquisition, the surviving or acquiring corporation shall adopt the Plan.  Following such adoption, the Optionee shall, at no additional cost (other than the exercise price), be entitled to receive upon the exercise of an Option, in lieu of the number of Shares to which such Option is then exercisable, the number and class of stock or other securities to which the Optionee would have been entitled pursuant to the terms of the merger, consolidation or acquisition if immediately prior thereto the Optionee had been the holder of record of a number of Shares equal to the number of Shares as to which the Option shall then be exercisable.

10.2No Conversion on Other Mergers.  In the event that the Company merges or consolidates with another corporation, or all or substantially all of the Company’s capital stock

11

or assets are acquired by another corporation, and the surviving or acquiring corporation does not issue shares of its stock to the Company’s stockholders in connection with the merger, consolidation or acquisition, then, notwithstanding any other provision of the Plan to the contrary, no Option may be exercised after the effective date of the merger, consolidation or acquisition.

ARTICLE 11.  EFFECTIVE DATE AND TERMINATION OF THE PLAN

11.1Effective Date.  The Plan shall become effective May 31, 2006.  All Awards granted under the Plan shall be null and void unless within 12 months from the date of the adoption of the Plan by the Board it shall have been approved by the holders of a majority of the outstanding Shares present or represented and entitled to vote on the Plan at a stockholders’ meeting.

11.2Termination Date.  The Plan shall terminate on the earliest to occur of (i) the date when all of the Shares or Op Units available under the Plan shall have been acquired through the exercise of Options granted under the Plan or through the vesting of Awards; (ii) 10 years after the effective date of the Plan; or (iii) such earlier date as the Board may determine.

ARTICLE 12.  NO RIGHT TO REELECTION

Neither the Plan, nor any action taken under the Plan, shall be construed as conferring upon a Director any right to continue as a director of the Company, to be renominated by the Board or reelected by the stockholders of the Company.

ARTICLE 13.  INDEMNIFICATION

No member of the Board or the Committee, nor any officer or employee acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made with respect to the Plan, and all members of the Board, the Committee and each officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation.

ARTICLE 14.  GOVERNING LAW

The provisions of the Plan shall be construed, administered and enforced according to the laws of the State of Delaware without regard to its conflict of laws rules.

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EX-10.2

    Exhibit 10.2

VENTAS, INC.

STOCK OPTION AGREEMENT AMENDMENT

THIS STOCK OPTION AGREEMENT AMENDMENT (“Amendment”) is made and entered into as of                  , 2012 (the “Amendment Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”) and                                            , a non-employee director of the Company (“Optionee”), pursuant to the Ventas, Inc. 2006 Stock Plan for Directors, as amended (the “Plan”).  Unless otherwise provided, capitalized terms in this Amendment have the meaning set forth in the Plan.

The Stock Option Agreements entered into as of                 ,                     , and                    (individually or collectively, “Director Stock Option Agreement”) by and between the Company and Optionee pursuant to the Plan are each hereby amended in the following manner to provide Optionee after death, Disability or retirement from the Board due to attainment of a mandatory retirement age pursuant to the Company’s Guidelines on Governance or other similar policies with the ability to exercise the Options pursuant to such Director Stock Option Agreement throughout the full term of such Options.

1.  Subsection (c) of Section 6. Exercise of the Option Upon Ceasing to be a Director in each Director Stock Option Agreement is hereby deleted in its entirety and the following substituted therefor:

(c)  In the event of Optionee’s death or Disability while a director of the Company, Optionee’s retirement from the Board due to attainment of a mandatory retirement age for directors pursuant to the Company’s Guidelines on Governance or other similar policies or for such other reason as the Committee may determine, or Optionee’s death within six months after Optionee ceases to be a director (other than by reason of removal for Cause), the Option shall terminate on the Termination Date.  Except as the Committee may otherwise determine, in the event of Optionee’s retirement from the Board for any reason other than attainment of a mandatory retirement age for directors pursuant to the Company’s Guidelines on Governance or other similar policies, the Option shall terminate upon the earlier to occur of (i) 12 months after the date of Optionee’s death, Disability or retirement, or (ii) the Termination Date.  In the event of Optionee’s death, Disability or retirement as specified above, the Option shall become fully exercisable.

2.  In all other respects, each Director Stock Option Agreement, as amended, shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed and consented to this Amendment on and as of the date first above written.

VENTAS, INC.

By:

Title:

[NAME]

EX-12.1

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Exhibit 12.1

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in thousands)	For the Three Months Ended March 31, 2012
Income before income from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	$	58,784
Interest expense
Senior notes payable and other debt		70,668
Distributions from unconsolidated entities		1,868
Earnings	$	131,320
Interest
Senior notes payable and other debt expense	$	70,668
Interest capitalized		466
Fixed charges	$	71,134
Ratio of Earnings to Fixed Charges		1.85

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Exhibit 12.1

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-31.1

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Exhibit 31.1

I, Debra A. Cafaro, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2012

/s/ DEBRA A. CAFARO
Debra A. Cafaro
Chairman and Chief Executive Officer

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Exhibit 31.1

EX-31.2

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Exhibit 31.2

I, Richard A. Schweinhart, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 27, 2012

/s/ RICHARD A. SCHWEINHART
Richard A. Schweinhart
Executive Vice President and Chief Financial Officer

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Exhibit 31.2

EX-32.1

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report on Form 10-Q of Ventas, Inc. (the "Company") for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Debra A. Cafaro, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 27, 2012

/s/ DEBRA A. CAFARO
Debra A. Cafaro
Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided
to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report on Form 10-Q of Ventas, Inc. (the "Company") for the period ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Schweinhart, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 27, 2012

/s/ RICHARD A. SCHWEINHART
Richard A. Schweinhart
Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided
to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

XML

CONCENTRATION OF CREDIT RISK (Details 2) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended				12 Months Ended	3 Months Ended
	Apr. 30, 2012 KINDRED asset group	Mar. 31, 2012 KINDRED property asset group renewal	Apr. 30, 2013 KINDRED	Mar. 31, 2012 KINDRED Minimum	Mar. 31, 2012 KINDRED Maximum	Mar. 31, 2012 ATRIA	Mar. 31, 2012 SUNRISE	Dec. 31, 2011 SUNRISE Minimum	Mar. 31, 2012 SUNRISE 2012 Plan	Mar. 31, 2012 SUNRISE 2012 Plan Minimum	Mar. 31, 2012 SUNRISE 2012 Plan Maximum	Mar. 31, 2012 Seniors housing communities property
Real estate properties
Properties		197
Term of lease (in years)				10 years	15 years
Number of renewals during lease term		3
Term of lease renewal (in years)		5 years
Number of groups set to expire		10
Number of triple-net lease properties set to expire under terms of lease		89
Number of renewal groups	3
Number of Renewal Assets	25
Current aggregate annual base rent for the Renewal Assets	$ 46
Number of Remaining 2013 Renewal Groups		7
Number of Remaining 2013 Marketed Assets		64
Amount of annual base rent of triple-net lease properties set to expire under terms of lease			$ 77
Minimum number of properties in each group		6
Minimum number of hospitals in each group		1
Minimum period to reposition triple-net lease properties with new operators if a renewal notice on is not received (in years)		1 year
Number of properties excluding Renewal Assets, set to expire under terms of lease		108
Number of sequential five-year renewal options		2
Number of seniors housing communities under long-term management agreements												198
Term of agreement (in years)						10 years	30 years
Successive automatic renewal period (in years)						10 years
Percentage of revenues charged for managing real estate properties								3.75%	6.00%	5.00%	7.00%

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FAIR VALUES OF FINANCIAL INSTRUMENTS (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
FAIR VALUES OF FINANCIAL INSTRUMENTS
Marketable debt securities, available-for-sale, amortized cost basis	$ 41.5		$ 41.2
Marketable debt securities, available-for-sale, fair value	43.3		43.3
Contractual maturities of marketable debt securities range, low	October 1, 2012
Contractual maturities of marketable debt securities range, high	April 15, 2016
Proceeds from sale of marketable debt securities		23.1
Gain from the sale of marketable debt security		$ 1.8

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SENIOR NOTES PAYABLE AND OTHER DEBT (Details) (USD $)	Mar. 31, 2012 property	Dec. 31, 2011 property	Mar. 31, 2012 Unsecured revolving credit facilities	Dec. 31, 2011 Unsecured revolving credit facilities	Mar. 31, 2012 9% Senior Notes due 2012	Dec. 31, 2011 9% Senior Notes due 2012	Mar. 31, 2012 8 1/4% Senior Notes due 2012	Dec. 31, 2011 8 1/4% Senior Notes due 2012	Mar. 31, 2012 Unsecured term loan due 2013	Dec. 31, 2011 Unsecured term loan due 2013	Mar. 31, 2012 6.25% Senior Notes due 2013	Dec. 31, 2011 6.25% Senior Notes due 2013	Mar. 31, 2012 Unsecured term loan due 2015	Dec. 31, 2011 Unsecured term loan due 2015	Mar. 31, 2012 3.125% Senior Notes due 2015	Dec. 31, 2011 3.125% Senior Notes due 2015	Mar. 31, 2012 6% Senior Notes due 2015	Dec. 31, 2011 6% Senior Notes due 2015	Mar. 31, 2012 6 1/2% Senior Notes due 2016	Dec. 31, 2011 6 1/2% Senior Notes due 2016	Mar. 31, 2012 Unsecured term loan due 2017	Dec. 31, 2011 Unsecured term loan due 2017	Apr. 30, 2012 6 3/4% Senior Notes due 2017	Mar. 31, 2012 6 3/4% Senior Notes due 2017	Dec. 31, 2011 6 3/4% Senior Notes due 2017	Mar. 31, 2012 4.750% Senior Notes due 2021	Dec. 31, 2011 4.750% Senior Notes due 2021	Mar. 31, 2012 6.90% Senior Notes due 2037	Dec. 31, 2011 6.90% Senior Notes due 2037	Mar. 31, 2012 6.59% Senior Notes due 2038	Dec. 31, 2011 6.59% Senior Notes due 2038	Mar. 31, 2012 Mortgage loans and other	Dec. 31, 2011 Mortgage loans and other	Mar. 31, 2012 4.25% senior notes due 2022	Feb. 29, 2012 4.25% senior notes due 2022	Dec. 31, 2011 4.25% senior notes due 2022
Debt instruments
Total	$ 6,179,076,000	$ 6,180,443,000	$ 73,419,000	$ 455,578,000	$ 82,433,000	$ 82,433,000	$ 72,950,000	$ 72,950,000	$ 200,000,000	$ 200,000,000	$ 269,850,000	$ 269,850,000	$ 129,721,000	$ 126,875,000	$ 400,000,000	$ 400,000,000	$ 234,420,000	$ 234,420,000	$ 0	$ 200,000,000	$ 375,000,000	$ 375,000,000		$ 225,000,000	$ 225,000,000	$ 700,000,000	$ 700,000,000	$ 52,400,000	$ 52,400,000	$ 22,973,000	$ 22,973,000	$ 2,740,910,000	$ 2,762,964,000	$ 600,000,000		$ 0
Interest rate (as a percent)					9.00%	9.00%	8.25%	8.25%			6.25%	6.25%			3.125%	3.125%	6.00%	6.00%	6.50%	6.50%			6.75%	6.75%	6.75%	4.75%	4.75%	6.90%	6.90%	6.59%	6.59%			4.25%	4.25%
Capital lease obligations	142,857,000	143,006,000
Unamortized fair value adjustment	131,985,000	144,923,000
Unamortized commission fees and discounts	(23,554,000)	(39,256,000)
Senior notes payable and other debt	6,430,364,000	6,429,116,000
Joint venture partners' share of total debt	64,400,000	46,600,000
Number of properties owned through consolidated joint ventures with mortgage debt	9	8
Debt related to investments in unconsolidated entities	$ 128,400,000	$ 131,500,000

XML

LITIGATION (Details)	1 Months Ended
	Feb. 28, 2011 Litigation relation to the NHP Acquisition lawsuit	Dec. 31, 2011 Litigation Relating to the Cogdell Acquisition lawsuit
Loss contingencies
Number of lawsuits filed	7	7
Number of lawsuits filed against Ventas	6
Number of lawsuits filed against a subsidiary of Ventas	5

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INTANGIBLES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012 Y	Dec. 31, 2011 Y
Intangible assets:
Above market lease intangibles	$ 210,109	$ 210,358
In-place and other lease intangibles	589,027	590,500
Other intangibles	15,904	16,169
Accumulated amortization	(224,290)	(188,442)
Goodwill	448,053	448,393
Net intangible assets	1,038,803	1,076,978
Remaining weighted average amortization period of above market lease intangible assets (in years)	10.1	10.1
Remaining weighted average amortization period of in-place lease intangible assets (in years)	23.6	22.4
Remaining weighted average amortization period of other intangible assets (in years)	13.7	13.5
Remaining weighted average amortization period of lease-related intangible assets (in years)	19.2	18.5
Intangible liabilities:
Below market lease intangibles	436,416	442,612
Other lease intangibles	26,777	27,157
Accumulated amortization	(49,273)	(37,607)
Purchase option intangibles	66,362	112,670
Net intangible liabilities	$ 480,282	$ 544,832
Remaining weighted average amortization period of below market lease intangible liabilities (in years)	15.3	15.3
Remaining weighted average amortization period of other lease intangible liabilities (in years)	7.7	7.9
Remaining weighted average amortization period of lease-related intangible liabilities (in years)	15.1	15.2

XML

EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2012

EARNINGS PER COMMON SHARE

Computation of basic and diluted earnings per common share

	For the Three Months Ended March 31,
	2012		2011
	(In thousands, except per share amounts)
Numerator for basic and diluted earnings per share:
Income from continuing operations attributable to common stockholders	$	48,297	$	48,218
Discontinued operations		42,329		766
Net income attributable to common stockholders	$	90,626	$	48,984
Denominator:
Denominator for basic earnings per share—weighted average shares		288,375		160,420
Effect of dilutive securities:
Stock options		512		478
Restricted stock awards		64		68
OP units		1,862		—
Convertible notes		—		1,057
Denominator for diluted earnings per share—adjusted weighted average shares		290,813		162,023
Basic earnings per share:
Income from continuing operations attributable to common stockholders	$	0.17	$	0.30
Discontinued operations		0.14		0.01
Net income attributable to common stockholders	$	0.31	$	0.31
Diluted earnings per share:
Income from continuing operations attributable to common stockholders	$	0.17	$	0.30
Discontinued operations		0.14		0.00
Net income attributable to common stockholders	$	0.31	$	0.30

XML

STOCKHOLDERS' EQUITY (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income
Foreign currency translation	$ 23,015	$ 21,066
Unrealized gain on marketable debt securities	1,795	2,103
Other	(884)	(1,107)
Total accumulated other comprehensive income	$ 23,926	$ 22,062

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2012

ACCOUNTING POLICIES

Business Combinations

Business Combinations

        We account for acquisitions using the acquisition method and allocate the cost of the properties acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of in-place leases, acquired lease contracts, tenant and customer relationships, trade names/trademarks and goodwill. We do not amortize goodwill, which represents the excess of the purchase price paid over the fair value of the net assets of the acquired business and is included in other assets on our Consolidated Balance Sheets.

        We estimate the fair value of buildings acquired on an as-if-vacant basis and depreciate the building value over the estimated remaining life of the building, not to exceed 35 years. We determine the allocated 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 by considering the sales prices of similar properties in recent transactions or based on (a) internal analyses of recently acquired and existing comparable properties within our portfolio or (b) real estate tax assessed values in relation to the total value of the asset.

        The fair value of acquired lease intangibles, if any, reflects (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and the in-place lease rent, the resulting intangible asset or liability of which we amortize to revenue over the remaining life of the associated lease plus any bargain renewal periods, 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, which we amortize to amortization expense over the remaining life of the associated lease. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts of lease intangibles would be recognized in operations at that time.

        We estimate the fair value of purchase option intangible assets or liabilities by discounting the difference between the applicable property's acquisition date fair value and an estimate of the 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. Net real estate assets for which we have recorded a tenant purchase option intangible (excluding properties classified as held for sale) were $526.5 million and $644.0 million at March 31, 2012 and December 31, 2011, respectively.

        We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing business relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant's credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant and amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names/trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name/trademark.

        In connection with a business combination, we may assume the rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. All capital leases acquired or assumed in connection with our recent acquisitions contain bargain purchase options that we intend to exercise. Therefore, we recognized an asset based on the acquisition date fair value of the underlying property and a liability based on the acquisition date fair value of the capital lease obligation. We depreciate assets recognized under capital leases that contain bargain purchase options over the asset's useful life. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable relative to market conditions on the acquisition date, we recognize an intangible asset or liability, respectively, at fair value, and we amortize the recognized asset or liability (excluding purchase option intangibles) to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangible assets and all lease-related intangible liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

        We determine fair value of loans receivable acquired in connection with a business combination by discounting the estimated future cash flows using current interest rates at which similar loans with the same maturities and same terms would be made to borrowers with similar credit ratings. The estimated future cash flows reflect our judgment regarding the uncertainty of those cash flows, so we do not establish a valuation allowance at the acquisition date. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance.

        We estimate the fair value of noncontrolling interest assumed using assumptions that are consistent with those used in valuing all of the underlying assets and liabilities.

        We calculate the fair value of long-term 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 we would expect to incur to replace the 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.

        We record a liability for contingent consideration (included in accounts payable and other liabilities on our Consolidated Balance Sheets) at fair value as of the acquisition date and reassess the fair value at the end of each reporting period, with any changes being recognized in earnings. Increases or decreases in the fair value of the contingent consideration can result from changes in discount periods, discount rates and probabilities that contingencies will be met.

Revenue Recognition

Revenue Recognition

• Triple-Net Leased Properties and MOB Operations

        Certain of our triple-net leases, including a majority of our leases with Brookdale Senior Living Inc. (together with its subsidiaries, "Brookdale Senior Living"), a majority of the leases we acquired in connection with our acquisition of Nationwide Health Properties, Inc. (together with its subsidiaries, "NHP"), and most of our MOB 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 collectibility is reasonably assured. Recognizing rental income on a straight-line basis 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 March 31, 2012 and December 31, 2011, this cumulative excess (net of allowances) totaled $101.8 million and $96.9 million, respectively.

        Our master lease agreements with Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred") (the "Kindred Master Leases") and certain of our other 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.

• Senior Living Operations

        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. Our lease agreements with residents generally have a term of twelve to eighteen months and are cancelable by the resident upon 30 days' notice.

• Other

        We recognize interest income from loans, including discounts and premiums, using the effective interest method when collectibility 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 recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.

        We recognize income from rent, lease termination fees, development services, management advisory services and all other income when all of the following criteria are met in accordance with SEC Staff Accounting Bulletin 104: (i) the applicable agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably assured.

• Allowances

        We assess the collectibility of our rent receivables, including straight-line rent receivables, in accordance with applicable accounting standards and our reserve policy, and we defer recognition of revenue if collectibility is not reasonably assured. We base our assessment of the collectibility of rent receivables (excluding straight-line receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We base our assessment of the collectibility of straight-line receivables on several factors, including, among other things, 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, and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we defer recognition of the straight-line rental income and, in certain circumstances, provide a reserve against the previously recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not be recovered. If we change our assumptions or estimates regarding the collectibility of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized and/or increase or reduce the reserve against the previously recognized straight-line rent receivable asset.

Fair Values of Financial Instruments

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, FASB guidance 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 the reporting entity has 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, as well as other inputs for the asset or liability, such as interest rates, foreign exchange rates and yield curves, that are observable at commonly quoted intervals. Level three inputs are unobservable inputs for the asset or liability, which are typically based on the reporting entity's own assumptions, as 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 a reporting entity determines that the volume and level of 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 the transaction for the asset or liability is not orderly, the reporting entity should place little, if any, weight 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:

• •

  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.

  •

  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 maturities and same terms would be made to borrowers with similar credit ratings. Additionally, we determine the valuation allowance for losses on loans receivable using level three inputs.

  •

  Marketable debt 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.

  •

  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: for interest rate caps, we observe forward yield curves and other relevant information; for interest rate swaps, we observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates; and for 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.

  •

  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 make similar borrowings.

  •

  Contingent consideration:  We estimate the fair value of contingent consideration using level three inputs: we assess the probability of expected future cash flows over the period in which the obligation is expected to be settled and apply a discount rate that appropriately captures a market participant's view of the risk associated with the obligation.

  •

  Redeemable OP unitholder interests:  We estimate the fair value of our redeemable Class A limited partnership units using level two inputs: we base it on the closing price of our common stock, as the units may be redeemed at the election of the holder for cash or, at our option, 0.7866 shares of our common stock per unit, subject to adjustment in certain circumstances.

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SENIOR NOTES PAYABLE AND OTHER DEBT (Details 3) (USD $)	3 Months Ended								1 Months Ended			1 Months Ended	3 Months Ended		1 Months Ended			1 Months Ended	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Mar. 31, 2012 Unsecured term loan	Mar. 31, 2012 Unsecured term loan due 2015	Dec. 31, 2011 Unsecured term loan due 2015	Mar. 31, 2012 Unsecured term loan due 2017	Dec. 31, 2011 Unsecured term loan due 2017	Feb. 29, 2012 4.25% senior notes due 2022	Mar. 31, 2012 4.25% senior notes due 2022	Dec. 31, 2011 4.25% senior notes due 2022	Mar. 31, 2012 6 1/2% Senior Notes due 2016	Mar. 31, 2012 6 1/2% Senior Notes due 2016	Dec. 31, 2011 6 1/2% Senior Notes due 2016	Apr. 30, 2012 4.00% senior notes due 2019	Mar. 31, 2012 4.750% Senior Notes due 2021	Dec. 31, 2011 4.750% Senior Notes due 2021	Apr. 30, 2012 6 3/4% Senior Notes due 2017	Jun. 30, 2012 6 3/4% Senior Notes due 2017	Mar. 31, 2012 6 3/4% Senior Notes due 2017	Dec. 31, 2011 6 3/4% Senior Notes due 2017	Mar. 31, 2012 9% Senior Notes due 2012	Dec. 31, 2011 9% Senior Notes due 2012	Mar. 31, 2012 3.125% Senior Notes due 2015	Dec. 31, 2011 3.125% Senior Notes due 2015	Mar. 31, 2012 Mortgage loans	Dec. 31, 2011 Mortgage loans
Debt instruments
Principal amount of debt issued									$ 600,000,000						$ 600,000,000
Interest rate (as a percent)									4.25%	4.25%		6.50%	6.50%	6.50%	4.00%	4.75%	4.75%	6.75%		6.75%	6.75%	9.00%	9.00%	3.125%	3.125%
Public Offering Price as a Percent of Par									99.214%						99.489%
Proceeds from issuance of debt									595,300,000						596,900,000
Principal amount of debt redeemed												200,000,000						225,000,000
Senior Note Redemption Price as a Percent of Par												103.25%	103.25%					103.375%
Repayments of senior debt												206,500,000						232,600,000
Net loss on extinguishment of debt	29,544,000	16,520,000											29,700,000						(10,000,000)
Principal amount outstanding	$ 6,179,076,000		$ 6,180,443,000	$ 500,000,000	$ 129,721,000	$ 126,875,000	$ 375,000,000	$ 375,000,000		$ 600,000,000	$ 0	$ 0	$ 0	$ 200,000,000		$ 700,000,000	$ 700,000,000			$ 225,000,000	$ 225,000,000	$ 82,433,000	$ 82,433,000	$ 400,000,000	$ 400,000,000	$ 23,800,000	$ 14,600,000

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ACQUISITIONS OF REAL ESTATE PROPERTY (Details 3) (Other Acquisitions, USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Other Acquisitions
Business acquisition
Purchase price of seniors housing asset	$ 329.5
Assumption of debt	$ 134.9

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ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2012 D tranche M Y	Dec. 31, 2011
Business Combinations
Estimated useful life of the building, maximum (in years)	35
Real estate assets for which tenant purchase option is recorded, net	$ 526,500,000	$ 644,000,000
Fair Values of Financial Instruments
Number of entity shares issued in exchange for redemption	0.7866
Number of foreign currency tranches reported at fair value	2
Revenue Recognition
Straight-line rent receivables	$ 101,765,000	$ 96,883,000
Term of resident lease agreements, minimum (in months)	12
Term of resident lease agreements, maximum (in months)	18
Notice period to cancel lease agreements by the resident (in days)	30

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SENIOR NOTES PAYABLE AND OTHER DEBT (Details 5) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Future minimum lease payments under the capital lease agreements
2012	$ 7,103,000
2013	9,573,000
2014	9,699,000
2015	9,826,000
2016	9,953,000
Thereafter	162,600,000
Total minimum lease payments	208,754,000
Less: Amount related to interest	(65,897,000)
Total maturities	142,857,000
Net Assets held under capital leases	$ 221,800,000	$ 224,700,000
ASLG
Debt instruments
Number of communities under capital lease	8

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SEGMENT INFORMATION (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Revenues:
Total revenues	$ 573,694	$ 268,432
Net real estate property:
Net real estate property	15,747,019	15,913,732	15,913,732
United States
Revenues:
Total revenues	550,093	245,913
Net real estate property:
Net real estate property	15,340,181		15,510,824
Canada
Revenues:
Total revenues	23,601	22,519
Net real estate property:
Net real estate property	$ 406,838		$ 402,908

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OTHER ASSETS (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
OTHER ASSETS
Straight-line rent receivables, net	$ 101,765	$ 96,883
Marketable debt securities, Carrying Value	43,294	43,331
Unsecured loans receivable, net	59,179	63,598
Goodwill and other intangibles, net	461,769	462,655
Assets held for sale	153,975	119,290
Other	99,409	105,475
Total other assets	$ 919,391	$ 891,232

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2012

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

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") is a real estate investment trust ("REIT") with a geographically diverse portfolio of seniors housing and healthcare properties throughout the United States and Canada. As of March 31, 2012, we owned 1,370 properties located in 46 states, the District of Columbia and two Canadian provinces, consisting of: 670 seniors housing communities; 403 skilled nursing and other facilities; 250 medical office buildings ("MOBs"); and 47 hospitals. We were also in the process of developing four properties as of March 31, 2012. We are headquartered in Chicago, Illinois and have been a constituent member of the S&P 500® Index, a leading indicator of the large cap U.S. equities market, since 2009.

        Our primary business focuses on acquiring and owning seniors housing and healthcare properties and leasing those properties to unaffiliated tenants or operating those properties through independent third party managers. Through our Lillibridge Healthcare Services, Inc. ("Lillibridge") subsidiary and our ownership interest in PMB Real Estate Services LLC ("PMBRES"), we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make mortgage loans and other investments relating to seniors housing and healthcare companies or properties.

        As of March 31, 2012, we leased 919 properties (excluding MOBs) to 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, and we engaged independent third parties, such as Atria Senior Living, Inc. ("Atria") and Sunrise Senior Living, Inc. (together with its subsidiaries, "Sunrise"), to manage 201 seniors housing communities pursuant to long-term management agreements.

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SEGMENT INFORMATION (Details 4)	3 Months Ended
	Mar. 31, 2012 segment
Segment Information
Number of reportable business segments	3

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ACQUISITIONS OF REAL ESTATE PROPERTY (Details 4) (USD $)			1 Months Ended		1 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Apr. 30, 2012 Cogdell Acquisition property	Apr. 02, 2012 Cogdell Acquisition	Apr. 30, 2012 Sunrise Acquisition property
Pending Acquisition
Number of MOBs in which ownership interest acquired			72
Number of MOBs managed by property management business of acquiree			44
Purchase price of acquired asset				$ 760,000,000	$ 362,000,000
Number of MOBs which is still being developed			1
Joint venture partners' share of total debt	64,400,000	46,600,000		36,600,000
Right to receive cash per share on each outstanding share of common stock outstanding (in dollars per share)			$ 4.25
Right to receive cash per share on each outstanding unit of limited partnership interest outstanding (in dollars per share)			$ 4.25
Preferred stock, Dividend rate			8.50%
Right to receive cash per share on each outstanding share 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock (in dollars per share)			$ 25.00
Mortgage Debt assumed				$ 203,800,000
Senior housing communities intended to acquire					16

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OTHER ASSETS (Tables)

3 Months Ended

Mar. 31, 2012

OTHER ASSETS

Summary of other assets

	March 31, 2012		December 31, 2011
	(In thousands)
Straight-line rent receivables, net	$	101,765	$	96,883
Marketable debt securities		43,294		43,331
Unsecured loans receivable, net		59,179		63,598
Goodwill and other intangibles, net		461,769		462,655
Assets held for sale		153,975		119,290
Other		99,409		105,475
Total other assets	$	919,391	$	891,232

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INTANGIBLES (Tables)

3 Months Ended

Mar. 31, 2012

INTANGIBLES

Schedule of Intangibles

	March 31, 2012					December 31, 2011
	Balance			Remaining Weighted Average Amortization Period in Years		Balance			Remaining Weighted Average Amortization Period in Years
	(Dollars in thousands)
Intangible assets:
Above market lease intangibles	$	210,109			10.1	$	210,358			10.1
In-place and other lease intangibles		589,027			23.6		590,500			22.4
Other intangibles		15,904			13.7		16,169			13.5
Accumulated amortization		(224,290	)		N/A		(188,442	)		N/A
Goodwill		448,053			N/A		448,393			N/A
Net intangible assets	$	1,038,803			19.2	$	1,076,978			18.5
Intangible liabilities:
Below market lease intangibles	$	436,416			15.3	$	442,612			15.3
Other lease intangibles		26,777			7.7		27,157			7.9
Accumulated amortization		(49,273	)		N/A		(37,607	)		N/A
Purchase option intangibles		66,362			N/A		112,670			N/A
Net intangible liabilities	$	480,282			15.1	$	544,832			15.2

N/A—Not Applicable.

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INCOME TAXES (Details) (USD $)	3 Months Ended		11 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Dec. 31, 2011
Provision (benefit) for income taxes
Income tax expense (benefit)	$ 11,338,000	$ (3,197,000)
Net deferred tax liabilities	269,400,000		269,400,000	258,700,000
Deferred tax liabilities related to Atria Senior Living transaction			$ 44,600,000

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DISPOSITIONS (Details) (USD $)	3 Months Ended		1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Feb. 29, 2012 2012 Dispositions Seniors housing communities property	Mar. 31, 2012 2012 Dispositions Seniors housing communities property Y	Dec. 31, 2011 2011 Dispositions	Dec. 31, 2011 2011 Dispositions Seniors housing communities property	Dec. 31, 2011 2011 Dispositions Skilled nursing facilities property
Results of operations for all assets held-for-sale or disposed
Number of real estate properties sold			9			2	2
Proceeds from sale of real estate properties			$ 121,300,000		$ 20,600,000
Lease termination fees			1,800,000
Purchase price of seniors housing asset	37,800,000
Gain from sale of assets				55,200,000
Deferred gain from the sale of assets due to loan provided to Brookdale Senior Living in conjunction with sale				15,000,000
Loan made in conjunction with the sale				15,000,000
Recognition period of deferred gain on sale of seniors housing communities (in years)				2
Properties classified as held for sale				9
Revenues:
Rental income	2,793,000	2,029,000
Resident fees and services	2,009,000	0
Interest and other income	1,819,000	0
Total Revenues	6,621,000	2,029,000
Expenses:
Interest	982,000	818,000
Depreciation and amortization	1,439,000	445,000
Property-level operating expenses	1,556,000	0
General, administrative and professional fees	1,000	0
Other	580,000	0
Total expenses	4,558,000	1,263,000
Income before gain on sale of real estate assets	2,063,000	766,000
Income tax benefit	33,000	0
Gain on sale of real estate assets	40,233,000	0
Discontinued operations	$ 42,329,000	$ 766,000

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SENIOR NOTES PAYABLE AND OTHER DEBT (Tables)

3 Months Ended

Mar. 31, 2012

SENIOR NOTES PAYABLE AND OTHER DEBT

Summary of senior notes payable and other debt

	March 31, 2012			December 31, 2011
	(In thousands)
Unsecured revolving credit facility	$	73,419		$	455,578
9% Senior Notes due 2012		82,433			82,433
81/4% Senior Notes due 2012		72,950			72,950
Unsecured term loan due 2013		200,000			200,000
6.25% Senior Notes due 2013		269,850			269,850
Unsecured term loan due 2015(1)		129,721			126,875
3.125% Senior Notes due 2015		400,000			400,000
6% Senior Notes due 2015		234,420			234,420
61/2% Senior Notes due 2016		—			200,000
Unsecured term loan due 2017(1)		375,000			375,000
63/4% Senior Notes due 2017		225,000			225,000
4.750% Senior Notes due 2021		700,000			700,000
4.25% Senior Notes due 2022		600,000			—
6.90% Senior Notes due 2037		52,400			52,400
6.59% Senior Notes due 2038		22,973			22,973
Mortgage loans and other(2)		2,740,910			2,762,964
Total		6,179,076			6,180,443
Capital lease obligations		142,857			143,006
Unamortized fair value adjustment		131,985			144,923
Unamortized commission fees and discounts		(23,554	)		(39,256	)
Senior notes payable and other debt	$	6,430,364		$	6,429,116

(1)

The aggregate amounts presented above represent the $500.0 million of borrowings oustanding under our unsecured term loan facility. Certain amounts included in the 2015 tranche represent Canadian dollar borrowings.

(2)

The amounts presented above exclude debt related to real estate assets classified as held for sale as of March 31, 2012 and December 31, 2011. The total mortgage debt for these properties as of March 31, 2012 and December 31, 2011 was $23.8 million and $14.6 million, respectively, and is included in accounts payable and other liabilities on our Consolidated Balance Sheets.

Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations

	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility(1)		Scheduled Periodic Amortization		Total Maturities
	(In thousands)
2012	$	200,486	$	—	$	38,912	$	239,398
2013(2)		895,571		—		46,202		941,773
2014		244,614		—		42,364		286,978
2015		989,941		73,419		34,494		1,097,854
2016		404,370		—		28,040		432,410
Thereafter(3)		3,009,634		—		171,029		3,180,663
Total maturities	$	5,744,616	$	73,419	$	361,041	$	6,179,076

(1)

At March 31, 2012, we had $53.2 million of unrestricted cash and cash equivalents, for $20.2 million of net borrowings outstanding under our unsecured revolving credit facility.

(2)

The amounts presented above exclude debt related to a real estate asset classified as held for sale as of March 31, 2012. The total mortgage debt for this property as of March 31, 2012 was $23.8 million and is scheduled to mature in 2013.

(3)

Includes $52.4 million aggregate principal amount of 6.90% Senior Notes due 2037 of Nationwide Health Properties, LLC ("NHP LLC") (as successor to NHP), which are subject to repurchase, at the option of the holders, on October 1 of each of 2012, 2017 and 2027, and $23.0 million aggregate principal amount of 6.59% Senior Notes due 2038 of NHP LLC, which are subject to repurchase, at the option of the holders, on July 7 of each of 2013, 2018, 2023 and 2028.

Future minimum lease payments required under the capital lease agreements

2012	$	7,103
2013		9,573
2014		9,699
2015		9,826
2016		9,953
Thereafter		162,600
Total minimum lease payments		208,754
Less: Amount related to interest		(65,897	)
	$	142,857

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FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2012

FAIR VALUES OF FINANCIAL INSTRUMENTS

Carrying amounts and fair values of financial instruments

	March 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Assets:
Cash and cash equivalents	$	53,224	$	53,224	$	45,807	$	45,807
Secured loans receivable, net		222,218		222,971		212,577		216,315
Derivative instruments		18		18		11		11
Marketable debt securities		43,294		43,294		43,331		43,331
Unsecured loans receivable, net		59,179		59,836		63,598		65,219
Liabilities:
Senior notes payable and other debt, gross		6,179,076		6,361,335		6,180,443		6,637,691
Derivative instruments and other liabilities		80,848		80,848		80,815		80,815
Redeemable OP unitholder interests		106,264		106,264		102,837		102,837

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net income	$ 90,092	$ 49,046
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations)	164,636	51,759
Amortization of deferred revenue and lease intangibles, net	(5,160)	(668)
Other non-cash amortization	(10,108)	2,513
Change in fair value of financial instruments	33	0
Stock-based compensation	4,834	4,016
Straight-lining of rental income, net	(4,890)	(1,772)
Loss on extinguishment of debt	29,544	16,520
Net gain on sale of real estate assets (including amounts in discontinued operations)	(40,233)	0
Loss (gain) on real estate loan investments	559	(177)
Gain on sale of marketable securities	0	(733)
Income tax expense (benefit) (including amounts in discontinued operations)	11,305	(3,197)
(Income) loss from unconsolidated entities	(317)	170
Other	3,049	398
Changes in operating assets and liabilities:
Decrease (increase) in other assets	1,275	(1,540)
Increase in accrued interest	20,452	15,253
Decrease in accounts payable and other liabilities	(20,110)	(819)
Net cash provided by operating activities	244,961	130,769
Cash flows from investing activities:
Net investment in real estate property	(500)	0
Purchase of noncontrolling interest	0	(3,319)
Investment in loans receivable	(22,473)	0
Proceeds from real estate disposals	8,847	0
Proceeds from loans receivable	17,244	19,950
Proceeds from sale of marketable securities	0	23,050
Development project expenditures	(31,274)	(131)
Capital expenditures	(10,019)	(7,832)
Other	(2,137)	(37)
Net cash (used in) provided by investing activities	(40,312)	31,681
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(382,398)	(32,000)
Proceeds from debt	667,330	14,630
Repayment of debt	(298,801)	(331,069)
Payment of deferred financing costs	(1,793)	(314)
Issuance of common stock, net	0	299,926
Cash distribution to common stockholders	(179,253)	(93,738)
Cash distribution to redeemable OP unitholders	(1,112)	0
Purchases of redeemable OP units	(233)	0
Distributions to noncontrolling interest	(1,592)	(349)
Other	565	458
Net cash used in financing activities	(197,287)	(142,456)
Net increase in cash and cash equivalents	7,362	19,994
Effect of foreign currency translation on cash and cash equivalents	55	93
Cash and cash equivalents at beginning of period	45,807	21,812
Cash and cash equivalents at end of period	53,224	41,899
Assets and liabilities assumed from acquisitions:
Real estate investments	54,881	0
Utilization of escrow funds held for an Internal Revenue Code Section 1031 exchange	(37,799)	0
Other assets acquired	(5,126)	0
Debt assumed	17,734	0
Other liabilities	(6,989)	0
Noncontrolling interests	(3,115)	0
Equity issued	$ 4,326	$ 0

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STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2012

STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Income

	As of March 31, 2012			As of December 31, 2011
	(In thousands)
Foreign currency translation	$	23,015		$	21,066
Unrealized gain on marketable debt securities		1,795			2,103
Other		(884	)		(1,107	)
Total accumulated other comprehensive income	$	23,926		$	22,062

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ACQUISITIONS OF REAL ESTATE PROPERTY (Details) (USD $)		1 Months Ended				3 Months Ended
	Mar. 31, 2012	May 31, 2011 ASLG property	Mar. 31, 2012 ASLG	Dec. 31, 2011 ASLG	May 12, 2011 ASLG	Mar. 31, 2012 2012 Acquisitions property
Business acquisition
Purchase price of acquired asset						$ 56,800,000
Assumption of debt						16,500,000
Senior housing communities acquired		117				1
Number of Medical office buildings						1
Number of development land properties acquired		1
Fair values of the assets acquired and liabilities assumed at the date of acquisition
Land and improvements					341,540,000
Buildings and improvements					2,876,717,000
Acquired lease intangibles					159,610,000
Other assets					216,851,000
Total assets acquired					3,594,718,000
Notes payable and other debt					1,629,212,000
Deferred tax liability					44,608,000
Other liabilities					202,279,000
Total liabilities assumed					1,876,099,000
Net assets acquired					1,718,619,000
Cash acquired					77,718,000
Equity issued					1,376,437,000
Total cash used	37,800,000				264,464,000
Goodwill included in other assets					81,600,000
Contingent consideration liabilities, Fair Value			$ 44,200,000	$ 44,200,000	$ 44,200,000

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FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Assets:
Marketable debt securities	$ 43,300	$ 43,300
Liabilities:
Redeemable OP unitholder interests	106,264	102,837
Carrying amount
Assets:
Cash and cash equivalents	53,224	45,807
Secured loans receivable, net	222,218	212,577
Derivative instruments	18	11
Marketable debt securities	43,294	43,331
Unsecured loans receivable, net	59,179	63,598
Liabilities:
Senior notes payable and other debt, gross	6,179,076	6,180,443
Derivative instruments and other liabilities	80,848	80,815
Redeemable OP unitholder interests	106,264	102,837
Fair value
Assets:
Cash and cash equivalents	53,224	45,807
Secured loans receivable, net	222,971	216,315
Derivative instruments	18	11
Marketable debt securities	43,294	43,331
Unsecured loans receivable, net	59,836	65,219
Liabilities:
Senior notes payable and other debt, gross	6,361,335	6,637,691
Derivative instruments and other liabilities	80,848	80,815
Redeemable OP unitholder interests	$ 106,264	$ 102,837

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Real estate investments:
Land and improvements	$ 1,616,947	$ 1,614,847
Buildings and improvements	15,329,730	15,337,919
Construction in progress	85,418	76,638
Acquired lease intangibles	799,136	800,858
Gross real estate investment	17,831,231	17,830,262
Accumulated depreciation and amortization	(2,084,212)	(1,916,530)
Net real estate property	15,747,019	15,913,732
Secured loans receivable, net	222,218	212,577
Investments in unconsolidated entities	106,086	105,303
Net real estate investments	16,075,323	16,231,612
Cash and cash equivalents	53,224	45,807
Escrow deposits and restricted cash	114,420	76,590
Deferred financing costs, net	26,601	26,669
Other assets	919,391	891,232
Total assets	17,188,959	17,271,910
Liabilities:
Senior notes payable and other debt	6,430,364	6,429,116
Accrued interest	58,041	37,694
Accounts payable and other liabilities	1,060,647	1,085,597
Deferred income taxes	271,408	260,722
Total liabilities	7,820,460	7,813,129
Redeemable OP unitholder interests	106,264	102,837
Commitments and contingencies
Ventas stockholders' equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued
Common stock, $0.25 par value; 600,000 shares authorized, 289,027 and 288,823 shares issued at March 31, 2012 and December 31, 2011, respectively	72,273	72,240
Capital in excess of par value	9,591,880	9,593,583
Accumulated other comprehensive income	23,926	22,062
Retained earnings (deficit)	(500,808)	(412,181)
Treasury stock, 10 and 14 shares at March 31, 2012 and December 31, 2011, respectively	(536)	(747)
Total Ventas stockholders' equity	9,186,735	9,274,957
Noncontrolling interest	75,500	80,987
Total equity	9,262,235	9,355,944
Total liabilities and equity	$ 17,188,959	$ 17,271,910

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INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) (USD $)	3 Months Ended
	Mar. 31, 2012 property	Mar. 31, 2011	Dec. 31, 2011 property
INVESTMENTS IN UNCONSOLIDATED ENTITIES
Management fees earned in connection with unconsolidated entities	$ 1,800,000	$ 800,000
Equity method investments
Number of properties accounted for under equity method	92		92
Net investments in unconsolidated entities	106,086,000		105,303,000
Income (loss) from unconsolidated entities	$ 317,000	$ (170,000)
Minimum
Equity method investments
Ownership interests in properties accounted for under the equity method (as a percent)	5.00%		5.00%
Maximum
Equity method investments
Ownership interests in properties accounted for under the equity method (as a percent)	25.00%		25.00%

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, unless otherwise specified	Total	Total Ventas Stockholders' Equity	Common Stock Par Value	Capital in Excess of Par Value	Accumulated Other Comprehensive Income	Retained Earnings (Deficit)	Treasury Stock	Noncontrolling Interest
Balance at Dec. 31, 2010	$ 2,390,205	$ 2,386,726	$ 39,391	$ 2,576,843	$ 26,868	$ (255,628)	$ (748)	$ 3,479
Comprehensive income:
Net income (loss)	363,261	364,493				364,493		(1,232)
Other comprehensive income	(4,806)	(4,806)			(4,806)
Acquisition-related activity	6,819,128	6,737,936	31,181	6,711,081			(4,326)	81,192
Net change in noncontrolling interest	(5,640)	(3,188)		(3,188)				(2,452)
Dividends to common stockholders - $0.62 and $2.30 per share in 2012 and 2011, respectively	(521,046)	(521,046)				(521,046)
Issuance of common stock	299,558	299,558	1,627	297,931
Issuance of common stock for stock plans	22,301	22,301	9	18,999			3,293
Adjust redeemable OP unitholder interests to current fair value	(4,442)	(4,442)		(4,442)
Purchase of redeemable OP units	(52)	(52)		(52)
Grant of restricted stock, net of forfeitures	(2,523)	(2,523)	32	(3,589)			1,034
Balance at Dec. 31, 2011	9,355,944	9,274,957	72,240	9,593,583	22,062	(412,181)	(747)	80,987
Comprehensive income:
Net income (loss)	90,092	90,626				90,626		(534)
Other comprehensive income	1,864	1,864			1,864
Acquisition-related activity	0	0	0	0			0	0
Net change in noncontrolling interest	(4,955)	(2)		(2)				(4,953)
Dividends to common stockholders - $0.62 and $2.30 per share in 2012 and 2011, respectively	(179,253)	(179,253)				(179,253)
Issuance of common stock	0	0	0	0
Issuance of common stock for stock plans	5,193	5,193	0	4,441			752
Adjust redeemable OP unitholder interests to current fair value	(4,691)	(4,691)		(4,691)
Purchase of redeemable OP units	(81)	(81)		(81)
Grant of restricted stock, net of forfeitures	(1,878)	(1,878)	33	(1,370)			(541)
Balance at Mar. 31, 2012	$ 9,262,235	$ 9,186,735	$ 72,273	$ 9,591,880	$ 23,926	$ (500,808)	$ (536)	$ 75,500

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SEGMENT INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Revenues:
Rental income	$ 274,205	$ 140,810
Resident fees and services	285,795	114,502
Medical office building and other services revenue	5,608	6,957
Income from loans and investments	8,036	6,085
Interest and other income	50	78
Total revenues	573,694	268,432
Less:
Interest and other income	50	78
Property-level operating expenses	216,756	86,787
Medical office building services costs	2,988	5,536
Segment NOI	353,900	176,031
Income (loss) from unconsolidated entities	317	(170)
Segment profit	354,217	175,861
Interest and other income	50	78
Interest expense	(70,668)	(41,740)
Depreciation and amortization	(163,197)	(51,314)
General, administrative and professional fees	(22,200)	(14,832)
Loss on extinguishment of debt	(29,544)	(16,520)
Merger-related expenses and deal costs	(7,981)	(6,449)
Other	(1,576)	(1)
Income tax (expense) benefit	(11,338)	3,197
Discontinued operations	42,329	766
Net income	90,092	49,046	363,261
Triple-Net Leased Properties
Revenues:
Rental income	209,509	116,574
Medical office building and other services revenue	1,109	0
Total revenues	210,618	116,574
Less:
Segment NOI	210,618	116,574
Income (loss) from unconsolidated entities	266	0
Segment profit	210,884	116,574
Senior Living Operations
Revenues:
Resident fees and services	285,795	114,502
Total revenues	285,795	114,502
Less:
Property-level operating expenses	195,666	78,111
Segment NOI	90,129	36,391
Segment profit	90,129	36,391
MOB Operations
Revenues:
Rental income	64,696	24,236
Medical office building and other services revenue	4,499	6,957
Total revenues	69,195	31,193
Less:
Property-level operating expenses	21,090	8,676
Medical office building services costs	2,988	5,536
Segment NOI	45,117	16,981
Income (loss) from unconsolidated entities	51	(170)
Segment profit	45,168	16,811
All Other
Revenues:
Income from loans and investments	8,036	6,085
Interest and other income	50	78
Total revenues	8,086	6,163
Less:
Interest and other income	50	78
Segment NOI	8,036	6,085
Segment profit	8,036	6,085
Interest and other income	$ 50	$ 78

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CONDENSED CONSOLIDATING INFORMATION (Tables) (unaudited)

3 Months Ended

Mar. 31, 2012

CONDENSED CONSOLIDATING INFORMATION (unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	8,069		$	3,628,813	$	517,996		$	11,920,445	$	—		$	16,075,323
Cash and cash equivalents		10,045			7,819		—			35,360		—			53,224
Escrow deposits and restricted cash		40,074			27,894		7,670			38,782		—			114,420
Deferred financing costs, net		757			401		19,162			6,281		—			26,601
Investment in and advances to affiliates		8,613,968			—		1,759,522			—		(10,373,490	)		—
Other assets		64,852			188,275		4,254			662,010		—			919,391
Total assets	$	8,737,765		$	3,853,202	$	2,308,604		$	12,662,878	$	(10,373,490	)	$	17,188,959
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	519,866	$	2,628,878		$	3,281,620	$	—		$	6,430,364
Intercompany loans		(1,270	)		590,136		(640,968	)		52,102		—			—
Accrued interest		—			1,514		31,770			24,757		—			58,041
Accounts payable and other liabilities		91,822			116,933		14,478			837,414		—			1,060,647
Deferred income taxes		271,408			—		—			—		—			271,408
Total liabilities		361,960			1,228,449		2,034,158			4,195,893		—			7,820,460
Redeemable OP unitholder interests		—			—		—			106,264		—			106,264
Total equity		8,375,805			2,624,753		274,446			8,360,721		(10,373,490	)		9,262,235
Total liabilities and equity	$	8,737,765		$	3,853,202	$	2,308,604		$	12,662,878	$	(10,373,490	)	$	17,188,959

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	309		$	3,629,489	$	519,042		$	12,082,772	$	—		$	16,231,612
Cash and cash equivalents		2,335			7,820		—			35,652		—			45,807
Escrow deposits and restricted cash		1,971			27,523		7,513			39,583		—			76,590
Deferred financing costs, net		757			434		19,239			6,239		—			26,669
Investment in and advances to affiliates		8,612,893			—		1,728,635			—		(10,341,528	)		—
Other assets		54,415			183,800		47,063			605,954		—			891,232
Total assets	$	8,672,680		$	3,849,066	$	2,321,492		$	12,770,200	$	(10,341,528	)	$	17,271,910
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	502,215	$	2,593,176		$	3,333,725	$	—		$	6,429,116
Intercompany loans		(68,408	)		679,634		(655,914	)		44,688		—			—
Accrued interest		—			1,431		12,561			23,702		—			37,694
Accounts payable and other liabilities		86,101			184,330		18,162			797,004		—			1,085,597
Deferred income taxes		260,722			—		—			—		—			260,722
Total liabilities		278,415			1,367,610		1,967,985			4,199,119		—			7,813,129
Redeemable OP unitholder interests		—			—		—			102,837		—			102,837
Total equity		8,394,265			2,481,456		353,507			8,468,244		(10,341,528	)		9,355,944
Total liabilities and equity	$	8,672,680		$	3,849,066	$	2,321,492		$	12,770,200	$	(10,341,528	)	$	17,271,910

CONDENSED CONSOLIDATING STATEMENT OF INCOME

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	623		$	64,341		$	70,299	$	138,942		$	—		$	274,205
Resident fees and services		—			103,986			—		181,809			—			285,795
Medical office building and other services revenues		—			4,509			—		1,099			—			5,608
Income from loans and investments		940			—			469		6,627			—			8,036
Equity earnings in affiliates		61,178			47			—		—			(61,225	)		—
Interest and other income		29			(3	)		5		19			—			50
Total revenues		62,770			172,880			70,773		328,496			(61,225	)		573,694
Expenses:
Interest		(724	)		14,339			21,927		35,126			—			70,668
Depreciation and amortization		710			37,855			8,257		116,375			—			163,197
Property-level operating expenses		—			83,761			123		132,872			—			216,756
Medical office building services costs		—			2,988			—		—			—			2,988
General, administrative and professional fees		903			12,492			6,997		1,808			—			22,200
Loss (gain) on extinguishment of debt		—			—			29,731		(187	)		—			29,544
Merger-related expenses and deal costs		1,365			4,727			—		1,889			—			7,981
Other		37			1,506			—		33			—			1,576
Total expenses		2,291			157,668			67,035		287,916			—			514,910
Income from continuing operations before income from unconsolidated entities, income taxes and noncontrolling interest		60,479			15,212			3,738		40,580			(61,225	)		58,784
Income from unconsolidated entities		—			—			317		—			—			317
Income tax expense		(11,338	)		—			—		—			—			(11,338	)
Income from continuing operations		49,141			15,212			4,055		40,580			(61,225	)		47,763
Discontinued operations		41,485			(628	)		681		791			—			42,329
Net income		90,626			14,584			4,736		41,371			(61,225	)		90,092
Net loss attributable to noncontrolling interest		—			—			—		(534	)		—			(534	)
Net income attributable to common stockholders	$	90,626		$	14,584		$	4,736	$	41,905		$	(61,225	)	$	90,626

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	607		$	54,958	$	68,605		$	16,640		$	—		$	140,810
Resident fees and services		—			66,686		—			47,816			—			114,502
Medical office building and other services revenues		—			6,986		—			(29	)		—			6,957
Income from loans and investments		3,017			1,635		1,433			—			—			6,085
Equity earnings in affiliates		47,115			418		—			—			(47,533	)		—
Interest and other income		51			5		21			1			—			78
Total revenues		50,790			130,688		70,059			64,428			(47,533	)		268,432
Expenses:
Interest		(188	)		15,996		13,415			12,517			—			41,740
Depreciation and amortization		421			28,128		8,755			14,010			—			51,314
Property-level operating expenses		—			49,997		144			36,646			—			86,787
Medical office building services costs		—			5,536		—			—			—			5,536
General, administrative and professional fees		(1,033	)		7,954		6,140			1,771			—			14,832
Loss on extinguishment of debt		—			16,520		—			—			—			16,520
Merger-related expenses and deal costs		5,813			634		—			2			—			6,449
Other		(10	)		12		—			(1	)		—			1
Total expenses		5,003			124,777		28,454			64,945			—			223,179
Income (loss) from continuing operations before loss from unconsolidated entities, income taxes and noncontrolling interest		45,787			5,911		41,605			(517	)		(47,533	)		45,253
Loss from unconsolidated entities		—			—		(170	)		—			—			(170	)
Income tax benefit		3,197			—		—			—			—			3,197
Income (loss) from continuing operations		48,984			5,911		41,435			(517	)		(47,533	)		48,280
Discontinued operations		—			—		372			394			—			766
Net income (loss)		48,984			5,911		41,807			(123	)		(47,533	)		49,046
Net income attributable to noncontrolling interest		—			—		—			62			—			62
Net income (loss) attributable to common stockholders	$	48,984		$	5,911	$	41,807		$	(185	)	$	(47,533	)	$	48,984

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	90,626		$	14,584	$	4,736	$	41,371		$	(61,225	)	$	90,092
Other comprehensive income (loss):
Foreign currency translation		—			625		—		1,324			—			1,949
Change in unrealized gain on marketable debt securities		(308	)		—		—		—			—			(308	)
Other		—			7		—		216			—			223
Total other comprehensive (loss) income		(308	)		632		—		1,540			—			1,864
Comprehensive income		90,318			15,216		4,736		42,911			(61,225	)		91,956
Comprehensive loss attributable to noncontrolling interest		—			—		—		(534	)		—			(534	)
Comprehensive income attributable to common stockholders	$	90,318		$	15,216	$	4,736	$	43,445		$	(61,225	)	$	92,490

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	48,984		$	5,911		$	41,807	$	(123	)	$	(47,533	)	$	49,046
Other comprehensive income (loss):
Foreign currency translation		—			820			—		1,679			—			2,499
Change in unrealized gain on marketable debt securities		(1,257	)		—			—		—			—			(1,257	)
Other		—			(21	)		—		8			—			(13	)
Total other comprehensive (loss) income		(1,257	)		799			—		1,687			—			1,229
Comprehensive income		47,727			6,710			41,807		1,564			(47,533	)		50,275
Comprehensive income attributable to noncontrolling interest		—			—			—		62			—			62
Comprehensive income attributable to common stockholders	$	47,727		$	6,710		$	41,807	$	1,502		$	(47,533	)	$	50,213

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(2,966	)	$	55,020		$	70,263		$	122,644		$	—	$	244,961
Net cash provided by (used in) investing activities		8,347			(13,674	)		(15,038	)		(19,947	)		—		(40,312	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility		—			(2,398	)		(380,000	)		—			—		(382,398	)
Proceeds from debt		—			—			591,384			75,946			—		667,330
Repayment of debt		—			(1,767	)		(206,500	)		(90,534	)		—		(298,801	)
Net change in intercompany debt		219,912			(49,545	)		(22,107	)		(148,260	)		—		—
Payment of deferred financing costs		—			—			(1,473	)		(320	)		—		(1,793	)
Cash distribution (to) from affiliates		(37,550	)		12,363			(36,584	)		61,771			—		—
Cash distribution to common stockholders		(179,253	)		—			—			—			—		(179,253	)
Cash distribution to redeemable OP unitholders		(1,112	)		—			—			—			—		(1,112	)
Purchases of redeemable OP units		(233	)		—			—			—			—		(233	)
Distributions to noncontrolling interest		—			—			—			(1,592	)		—		(1,592	)
Other		565			—			—			—			—		565
Net cash provided by (used in) financing activities		2,329			(41,347	)		(55,280	)		(102,989	)		—		(197,287	)
Net increase (decrease) in cash and cash equivalents		7,710			(1	)		(55	)		(292	)		—		7,362
Effect of foreign currency translation on cash and cash equivalents		—			—			55			—			—		55
Cash and cash equivalents at beginning of period		2,335			7,820			—			35,652			—		45,807
Cash and cash equivalents at end of period	$	10,045		$	7,819		$	—		$	35,360		$	—	$	53,224

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(3,036	)	$	45,924		$	73,068		$	14,813		$	—	$	130,769
Net cash provided by (used in) investing activities		19,880			16,466			(143	)		(4,522	)		—		31,681
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			—			(32,000	)		—			—		(32,000	)
Proceeds from debt		—			—			—			14,630			—		14,630
Repayment of debt		—			(327,947	)		—			(3,122	)		—		(331,069	)
Net change in intercompany debt		(801	)		256,817			(260,191	)		4,175			—		—
Payment of deferred financing costs		—			(1	)		—			(313	)		—		(314	)
Issuance of common stock, net		299,926			—			—			—			—		299,926
Cash distribution (to) from affiliates		(200,567	)		(4,222	)		219,173			(14,384	)		—		—
Cash distribution to common stockholders		(93,738	)		—			—			—			—		(93,738	)
Distributions to noncontrolling interest		—			—			—			(349	)		—		(349	)
Other		458			—			—			—			—		458
Net cash provided by (used in) financing activities		5,278			(75,353	)		(73,018	)		637			—		(142,456	)
Net increase (decrease) in cash and cash equivalents		22,122			(12,963	)		(93	)		10,928			—		19,994
Effect of foreign currency translation on cash and cash equivalents		—			—			93			—			—		93
Cash and cash equivalents at beginning of period		1,083			8,263			—			12,466			—		21,812
Cash and cash equivalents at end of period	$	23,205		$	(4,700	)	$	—		$	23,394		$	—	$	41,899

XML

CONDENSED CONSOLIDATING INFORMATION (Details 3) (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Condensed financial statements, captions
Net income	$ 90,092	$ 49,046	$ 363,261
Other comprehensive income:
Foreign currency translation	1,949	2,499	0
Change in unrealized gain on marketable debt securities	(308)	(1,257)	0
Other	223	(13)	0
Total other comprehensive income	1,864	1,229	(4,806)
Comprehensive income	91,956	50,275	0
Comprehensive (loss) income attributable to noncontrolling interest	(534)	62	0
Comprehensive income attributable to common stockholders	92,490	50,213	0
Ventas, Inc.
Condensed financial statements, captions
Net income	90,626	48,984
Other comprehensive income:
Change in unrealized gain on marketable debt securities	(308)	(1,257)
Total other comprehensive income	(308)	(1,257)
Comprehensive income	90,318	47,727
Comprehensive income attributable to common stockholders	90,318	47,727
Wholly Owned Subsidiary Guarantors
Condensed financial statements, captions
Net income	14,584	5,911
Other comprehensive income:
Foreign currency translation	625	820
Other	7	(21)
Total other comprehensive income	632	799
Comprehensive income	15,216	6,710
Comprehensive income attributable to common stockholders	15,216	6,710
Ventas Issuers
Condensed financial statements, captions
Net income	4,736	41,807
Other comprehensive income:
Comprehensive income	4,736	41,807
Comprehensive income attributable to common stockholders	4,736	41,807
Non-Guarantor Subsidiaries
Condensed financial statements, captions
Net income	41,371	(123)
Other comprehensive income:
Foreign currency translation	1,324	1,679
Other	216	8
Total other comprehensive income	1,540	1,687
Comprehensive income	42,911	1,564
Comprehensive (loss) income attributable to noncontrolling interest	(534)	62
Comprehensive income attributable to common stockholders	43,445	1,502
Consolidated Eliminations
Condensed financial statements, captions
Net income	(61,225)	(47,533)
Other comprehensive income:
Comprehensive income	(61,225)	(47,533)
Comprehensive income attributable to common stockholders	$ (61,225)	$ (47,533)

XML

EARNINGS PER COMMON SHARE

3 Months Ended

Mar. 31, 2012

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

NOTE 14—EARNINGS PER COMMON SHARE

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

	For the Three Months Ended March 31,
	2012		2011
	(In thousands, except per share amounts)
Numerator for basic and diluted earnings per share:
Income from continuing operations attributable to common stockholders	$	48,297	$	48,218
Discontinued operations		42,329		766
Net income attributable to common stockholders	$	90,626	$	48,984
Denominator:
Denominator for basic earnings per share—weighted average shares		288,375		160,420
Effect of dilutive securities:
Stock options		512		478
Restricted stock awards		64		68
OP units		1,862		—
Convertible notes		—		1,057
Denominator for diluted earnings per share—adjusted weighted average shares		290,813		162,023
Basic earnings per share:
Income from continuing operations attributable to common stockholders	$	0.17	$	0.30
Discontinued operations		0.14		0.01
Net income attributable to common stockholders	$	0.31	$	0.31
Diluted earnings per share:
Income from continuing operations attributable to common stockholders	$	0.17	$	0.30
Discontinued operations		0.14		0.00
Net income attributable to common stockholders	$	0.31	$	0.30

XML

DESCRIPTION OF BUSINESS (Details)	Mar. 31, 2012 province state property
Description of Business
Number of real estate properties	1,370
Number of states	46
Number of Canadian provinces	2
Number of properties leased	919
Seniors housing communities
Description of Business
Number of real estate properties	670
Number of independent third party managed properties	201
Skilled nursing facilities
Description of Business
Number of real estate properties	403
Hospitals
Description of Business
Number of real estate properties	47
Medical office buildings
Description of Business
Number of real estate properties	250
Development projects
Description of Business
Number of real estate properties	4

XML

CONDENSED CONSOLIDATING INFORMATION (unaudited)

3 Months Ended

Mar. 31, 2012

CONDENSED CONSOLIDATING INFORMATION (unaudited)

CONDENSED CONSOLIDATING INFORMATION (unaudited)

NOTE 16—CONDENSED CONSOLIDATING INFORMATION (Unaudited)

        At the time of initial issuance, we and certain of our direct and indirect wholly owned subsidiaries (the "Wholly Owned Subsidiary Guarantors") fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest with respect to the 9% senior notes due 2012 and the 6³/4% senior notes due 2017 of our wholly owned subsidiaries, Ventas Realty, Limited Partnership ("Ventas Realty") and Ventas Capital Corporation (collectively, the "Ventas Issuers"). Ventas Capital Corporation is a direct subsidiary of Ventas Realty that was formed in 2002 to facilitate offerings of the senior notes and has no assets or operations. Our other subsidiaries (the "Non-Guarantor Subsidiaries") did not provide such guarantee and therefore were not obligated with respect to the Ventas Issuers' senior notes. In September 2010, the Wholly Owned Subsidiary Guarantors were released from their obligations with respect to the Ventas Issuers' 6³/4% senior notes due 2017 pursuant to the terms of the indenture governing the senior notes.

        In connection with the NHP acquisition, our wholly owned subsidiary, NHP LLC, assumed the obligation to pay principal and interest with respect to the 8¹/4% senior notes due 2012, the 6.25% senior notes due 2013, the 6.00% senior notes due 2015, the 6.90% senior notes due 2037 and the 6.59% senior notes due 2038 of NHP. We, the Ventas Issuers and our subsidiaries (other than NHP LLC) are not obligated with respect to any of NHP LLC's senior notes.

        Contractual and legal restrictions, including those contained in the instruments governing our subsidiaries' outstanding mortgage indebtedness, may under certain circumstances restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our guarantee of the payment of principal and interest on the Ventas Issuers' senior notes. Certain of our real estate assets are also subject to mortgages.

        The following summarizes our condensed consolidating information as of March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and 2011:

CONDENSED CONSOLIDATING BALANCE SHEET
As of March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	8,069		$	3,628,813	$	517,996		$	11,920,445	$	—		$	16,075,323
Cash and cash equivalents		10,045			7,819		—			35,360		—			53,224
Escrow deposits and restricted cash		40,074			27,894		7,670			38,782		—			114,420
Deferred financing costs, net		757			401		19,162			6,281		—			26,601
Investment in and advances to affiliates		8,613,968			—		1,759,522			—		(10,373,490	)		—
Other assets		64,852			188,275		4,254			662,010		—			919,391
Total assets	$	8,737,765		$	3,853,202	$	2,308,604		$	12,662,878	$	(10,373,490	)	$	17,188,959
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	519,866	$	2,628,878		$	3,281,620	$	—		$	6,430,364
Intercompany loans		(1,270	)		590,136		(640,968	)		52,102		—			—
Accrued interest		—			1,514		31,770			24,757		—			58,041
Accounts payable and other liabilities		91,822			116,933		14,478			837,414		—			1,060,647
Deferred income taxes		271,408			—		—			—		—			271,408
Total liabilities		361,960			1,228,449		2,034,158			4,195,893		—			7,820,460
Redeemable OP unitholder interests		—			—		—			106,264		—			106,264
Total equity		8,375,805			2,624,753		274,446			8,360,721		(10,373,490	)		9,262,235
Total liabilities and equity	$	8,737,765		$	3,853,202	$	2,308,604		$	12,662,878	$	(10,373,490	)	$	17,188,959

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	309		$	3,629,489	$	519,042		$	12,082,772	$	—		$	16,231,612
Cash and cash equivalents		2,335			7,820		—			35,652		—			45,807
Escrow deposits and restricted cash		1,971			27,523		7,513			39,583		—			76,590
Deferred financing costs, net		757			434		19,239			6,239		—			26,669
Investment in and advances to affiliates		8,612,893			—		1,728,635			—		(10,341,528	)		—
Other assets		54,415			183,800		47,063			605,954		—			891,232
Total assets	$	8,672,680		$	3,849,066	$	2,321,492		$	12,770,200	$	(10,341,528	)	$	17,271,910
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	502,215	$	2,593,176		$	3,333,725	$	—		$	6,429,116
Intercompany loans		(68,408	)		679,634		(655,914	)		44,688		—			—
Accrued interest		—			1,431		12,561			23,702		—			37,694
Accounts payable and other liabilities		86,101			184,330		18,162			797,004		—			1,085,597
Deferred income taxes		260,722			—		—			—		—			260,722
Total liabilities		278,415			1,367,610		1,967,985			4,199,119		—			7,813,129
Redeemable OP unitholder interests		—			—		—			102,837		—			102,837
Total equity		8,394,265			2,481,456		353,507			8,468,244		(10,341,528	)		9,355,944
Total liabilities and equity	$	8,672,680		$	3,849,066	$	2,321,492		$	12,770,200	$	(10,341,528	)	$	17,271,910

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	623		$	64,341		$	70,299	$	138,942		$	—		$	274,205
Resident fees and services		—			103,986			—		181,809			—			285,795
Medical office building and other services revenues		—			4,509			—		1,099			—			5,608
Income from loans and investments		940			—			469		6,627			—			8,036
Equity earnings in affiliates		61,178			47			—		—			(61,225	)		—
Interest and other income		29			(3	)		5		19			—			50
Total revenues		62,770			172,880			70,773		328,496			(61,225	)		573,694
Expenses:
Interest		(724	)		14,339			21,927		35,126			—			70,668
Depreciation and amortization		710			37,855			8,257		116,375			—			163,197
Property-level operating expenses		—			83,761			123		132,872			—			216,756
Medical office building services costs		—			2,988			—		—			—			2,988
General, administrative and professional fees		903			12,492			6,997		1,808			—			22,200
Loss (gain) on extinguishment of debt		—			—			29,731		(187	)		—			29,544
Merger-related expenses and deal costs		1,365			4,727			—		1,889			—			7,981
Other		37			1,506			—		33			—			1,576
Total expenses		2,291			157,668			67,035		287,916			—			514,910
Income from continuing operations before income from unconsolidated entities, income taxes and noncontrolling interest		60,479			15,212			3,738		40,580			(61,225	)		58,784
Income from unconsolidated entities		—			—			317		—			—			317
Income tax expense		(11,338	)		—			—		—			—			(11,338	)
Income from continuing operations		49,141			15,212			4,055		40,580			(61,225	)		47,763
Discontinued operations		41,485			(628	)		681		791			—			42,329
Net income		90,626			14,584			4,736		41,371			(61,225	)		90,092
Net loss attributable to noncontrolling interest		—			—			—		(534	)		—			(534	)
Net income attributable to common stockholders	$	90,626		$	14,584		$	4,736	$	41,905		$	(61,225	)	$	90,626

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended March 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues:
Rental income	$	607		$	54,958	$	68,605		$	16,640		$	—		$	140,810
Resident fees and services		—			66,686		—			47,816			—			114,502
Medical office building and other services revenues		—			6,986		—			(29	)		—			6,957
Income from loans and investments		3,017			1,635		1,433			—			—			6,085
Equity earnings in affiliates		47,115			418		—			—			(47,533	)		—
Interest and other income		51			5		21			1			—			78
Total revenues		50,790			130,688		70,059			64,428			(47,533	)		268,432
Expenses:
Interest		(188	)		15,996		13,415			12,517			—			41,740
Depreciation and amortization		421			28,128		8,755			14,010			—			51,314
Property-level operating expenses		—			49,997		144			36,646			—			86,787
Medical office building services costs		—			5,536		—			—			—			5,536
General, administrative and professional fees		(1,033	)		7,954		6,140			1,771			—			14,832
Loss on extinguishment of debt		—			16,520		—			—			—			16,520
Merger-related expenses and deal costs		5,813			634		—			2			—			6,449
Other		(10	)		12		—			(1	)		—			1
Total expenses		5,003			124,777		28,454			64,945			—			223,179
Income (loss) from continuing operations before loss from unconsolidated entities, income taxes and noncontrolling interest		45,787			5,911		41,605			(517	)		(47,533	)		45,253
Loss from unconsolidated entities		—			—		(170	)		—			—			(170	)
Income tax benefit		3,197			—		—			—			—			3,197
Income (loss) from continuing operations		48,984			5,911		41,435			(517	)		(47,533	)		48,280
Discontinued operations		—			—		372			394			—			766
Net income (loss)		48,984			5,911		41,807			(123	)		(47,533	)		49,046
Net income attributable to noncontrolling interest		—			—		—			62			—			62
Net income (loss) attributable to common stockholders	$	48,984		$	5,911	$	41,807		$	(185	)	$	(47,533	)	$	48,984

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors		Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	90,626		$	14,584	$	4,736	$	41,371		$	(61,225	)	$	90,092
Other comprehensive income (loss):
Foreign currency translation		—			625		—		1,324			—			1,949
Change in unrealized gain on marketable debt securities		(308	)		—		—		—			—			(308	)
Other		—			7		—		216			—			223
Total other comprehensive (loss) income		(308	)		632		—		1,540			—			1,864
Comprehensive income		90,318			15,216		4,736		42,911			(61,225	)		91,956
Comprehensive loss attributable to noncontrolling interest		—			—		—		(534	)		—			(534	)
Comprehensive income attributable to common stockholders	$	90,318		$	15,216	$	4,736	$	43,445		$	(61,225	)	$	92,490

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers		Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	48,984		$	5,911		$	41,807	$	(123	)	$	(47,533	)	$	49,046
Other comprehensive income (loss):
Foreign currency translation		—			820			—		1,679			—			2,499
Change in unrealized gain on marketable debt securities		(1,257	)		—			—		—			—			(1,257	)
Other		—			(21	)		—		8			—			(13	)
Total other comprehensive (loss) income		(1,257	)		799			—		1,687			—			1,229
Comprehensive income		47,727			6,710			41,807		1,564			(47,533	)		50,275
Comprehensive income attributable to noncontrolling interest		—			—			—		62			—			62
Comprehensive income attributable to common stockholders	$	47,727		$	6,710		$	41,807	$	1,502		$	(47,533	)	$	50,213

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2012

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(2,966	)	$	55,020		$	70,263		$	122,644		$	—	$	244,961
Net cash provided by (used in) investing activities		8,347			(13,674	)		(15,038	)		(19,947	)		—		(40,312	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility		—			(2,398	)		(380,000	)		—			—		(382,398	)
Proceeds from debt		—			—			591,384			75,946			—		667,330
Repayment of debt		—			(1,767	)		(206,500	)		(90,534	)		—		(298,801	)
Net change in intercompany debt		219,912			(49,545	)		(22,107	)		(148,260	)		—		—
Payment of deferred financing costs		—			—			(1,473	)		(320	)		—		(1,793	)
Cash distribution (to) from affiliates		(37,550	)		12,363			(36,584	)		61,771			—		—
Cash distribution to common stockholders		(179,253	)		—			—			—			—		(179,253	)
Cash distribution to redeemable OP unitholders		(1,112	)		—			—			—			—		(1,112	)
Purchases of redeemable OP units		(233	)		—			—			—			—		(233	)
Distributions to noncontrolling interest		—			—			—			(1,592	)		—		(1,592	)
Other		565			—			—			—			—		565
Net cash provided by (used in) financing activities		2,329			(41,347	)		(55,280	)		(102,989	)		—		(197,287	)
Net increase (decrease) in cash and cash equivalents		7,710			(1	)		(55	)		(292	)		—		7,362
Effect of foreign currency translation on cash and cash equivalents		—			—			55			—			—		55
Cash and cash equivalents at beginning of period		2,335			7,820			—			35,652			—		45,807
Cash and cash equivalents at end of period	$	10,045		$	7,819		$	—		$	35,360		$	—	$	53,224

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2011

	Ventas, Inc.			Wholly Owned Subsidiary Guarantors			Ventas Issuers			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(3,036	)	$	45,924		$	73,068		$	14,813		$	—	$	130,769
Net cash provided by (used in) investing activities		19,880			16,466			(143	)		(4,522	)		—		31,681
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities		—			—			(32,000	)		—			—		(32,000	)
Proceeds from debt		—			—			—			14,630			—		14,630
Repayment of debt		—			(327,947	)		—			(3,122	)		—		(331,069	)
Net change in intercompany debt		(801	)		256,817			(260,191	)		4,175			—		—
Payment of deferred financing costs		—			(1	)		—			(313	)		—		(314	)
Issuance of common stock, net		299,926			—			—			—			—		299,926
Cash distribution (to) from affiliates		(200,567	)		(4,222	)		219,173			(14,384	)		—		—
Cash distribution to common stockholders		(93,738	)		—			—			—			—		(93,738	)
Distributions to noncontrolling interest		—			—			—			(349	)		—		(349	)
Other		458			—			—			—			—		458
Net cash provided by (used in) financing activities		5,278			(75,353	)		(73,018	)		637			—		(142,456	)
Net increase (decrease) in cash and cash equivalents		22,122			(12,963	)		(93	)		10,928			—		19,994
Effect of foreign currency translation on cash and cash equivalents		—			—			93			—			—		93
Cash and cash equivalents at beginning of period		1,083			8,263			—			12,466			—		21,812
Cash and cash equivalents at end of period	$	23,205		$	(4,700	)	$	—		$	23,394		$	—	$	41,899

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
CONSOLIDATED STATEMENTS OF EQUITY
Dividends to common stockholders, per share (in dollars per share)	$ 0.62	$ 2.30

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.25	$ 0.25
Common stock, shares authorized	600,000	600,000
Common stock, shares issued	289,027	288,823
Treasury stock, shares	10	14

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SENIOR NOTES PAYABLE AND OTHER DEBT

3 Months Ended

Mar. 31, 2012

SENIOR NOTES PAYABLE AND OTHER DEBT

SENIOR NOTES PAYABLE AND OTHER DEBT

NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT

        The following is a summary of our senior notes payable and other debt as of March 31, 2012 and December 31, 2011:

	March 31, 2012			December 31, 2011
	(In thousands)
Unsecured revolving credit facility	$	73,419		$	455,578
9% Senior Notes due 2012		82,433			82,433
81/4% Senior Notes due 2012		72,950			72,950
Unsecured term loan due 2013		200,000			200,000
6.25% Senior Notes due 2013		269,850			269,850
Unsecured term loan due 2015(1)		129,721			126,875
3.125% Senior Notes due 2015		400,000			400,000
6% Senior Notes due 2015		234,420			234,420
61/2% Senior Notes due 2016		—			200,000
Unsecured term loan due 2017(1)		375,000			375,000
63/4% Senior Notes due 2017		225,000			225,000
4.750% Senior Notes due 2021		700,000			700,000
4.25% Senior Notes due 2022		600,000			—
6.90% Senior Notes due 2037		52,400			52,400
6.59% Senior Notes due 2038		22,973			22,973
Mortgage loans and other(2)		2,740,910			2,762,964
Total		6,179,076			6,180,443
Capital lease obligations		142,857			143,006
Unamortized fair value adjustment		131,985			144,923
Unamortized commission fees and discounts		(23,554	)		(39,256	)
Senior notes payable and other debt	$	6,430,364		$	6,429,116

(1)

The aggregate amounts presented above represent the $500.0 million of borrowings oustanding under our unsecured term loan facility. Certain amounts included in the 2015 tranche represent Canadian dollar borrowings.

(2)

The amounts presented above exclude debt related to real estate assets classified as held for sale as of March 31, 2012 and December 31, 2011. The total mortgage debt for these properties as of March 31, 2012 and December 31, 2011 was $23.8 million and $14.6 million, respectively, and is included in accounts payable and other liabilities on our Consolidated Balance Sheets.

        As of March 31, 2012, our joint venture partners' share of total debt was $64.4 million with respect to nine properties we owned through consolidated joint ventures. As of December 31, 2011, our joint venture partners' share of total debt was $46.6 million with respect to eight properties we owned through consolidated joint ventures. Total debt does not include our portion of debt related to investments in unconsolidated entities, which was $128.4 million and $131.5 million as of March 31, 2012 and December 31, 2011, respectively.

        As of March 31, 2012, our indebtedness (excluding capital lease obligations) had the following maturities:

	Principal Amount Due at Maturity		Unsecured Revolving Credit Facility(1)		Scheduled Periodic Amortization		Total Maturities
	(In thousands)
2012	$	200,486	$	—	$	38,912	$	239,398
2013(2)		895,571		—		46,202		941,773
2014		244,614		—		42,364		286,978
2015		989,941		73,419		34,494		1,097,854
2016		404,370		—		28,040		432,410
Thereafter(3)		3,009,634		—		171,029		3,180,663
Total maturities	$	5,744,616	$	73,419	$	361,041	$	6,179,076

(1)

At March 31, 2012, we had $53.2 million of unrestricted cash and cash equivalents, for $20.2 million of net borrowings outstanding under our unsecured revolving credit facility.

(2)

The amounts presented above exclude debt related to a real estate asset classified as held for sale as of March 31, 2012. The total mortgage debt for this property as of March 31, 2012 was $23.8 million and is scheduled to mature in 2013.

(3)

Includes $52.4 million aggregate principal amount of 6.90% Senior Notes due 2037 of Nationwide Health Properties, LLC ("NHP LLC") (as successor to NHP), which are subject to repurchase, at the option of the holders, on October 1 of each of 2012, 2017 and 2027, and $23.0 million aggregate principal amount of 6.59% Senior Notes due 2038 of NHP LLC, which are subject to repurchase, at the option of the holders, on July 7 of each of 2013, 2018, 2023 and 2028.

Unsecured Revolving Credit Facility

        We have $2.0 billion of aggregate borrowing capacity under our unsecured revolving credit facility, which may be increased to up to $2.5 billion at our option, subject to the satisfaction of certain conditions, and includes sublimits of (a) up to $200 million for letters of credit, (b) up to $200 million for swingline loans, (c) up to $250 million for loans in certain alternative currencies, and (d) up to 50% of the facility for certain negotiated rate loans. Borrowings under our unsecured revolving credit facility bear interest at a fluctuating rate per annum (based on the applicable LIBOR for Eurocurrency rate loans and the higher of (i) the federal funds rate plus 0.50%, (ii) the administrative agent's prime rate and (iii) the applicable LIBOR plus 1.0% for base rate loans, plus, in each case, a spread based on our senior unsecured long-term debt ratings). At March 31, 2012, the applicable spread was 110 basis points for Eurocurrency rate loans and 10 basis points for base rate loans. We also pay a facility fee ranging from 15 to 45 basis points per annum (based on our senior unsecured long-term debt ratings) on the aggregate revolving commitments under our unsecured revolving credit facility. At March 31, 2012, the facility fee was 17.5 basis points. Borrowings under our unsecured revolving credit facility mature on October 16, 2015, but may be extended for an additional period of one year at our option, subject to the satisfaction of certain conditions.

        As of March 31, 2012, we had $73.4 million of borrowings and $6.3 million of letters of credit outstanding and $1.92 billion of unused borrowing capacity available under our unsecured revolving credit facility.

Senior Notes

        In February 2012, we issued and sold $600.0 million aggregate principal amount of 4.25% senior notes due 2022 at a public offering price equal to 99.214% of par, for total proceeds of $595.3 million before the underwriting discount and expenses.

        In March 2012, we redeemed all $200.0 million principal amount outstanding of our 6¹/2% senior notes due 2016 at a redemption price equal to 103.25% of par, plus accrued and unpaid interest to the redemption date, pursuant to the call option contained in the indenture governing the notes. As a result, we paid a total of $206.5 million, plus accrued and unpaid interest, on the redemption date and recognized a loss on extinguishment of debt of $29.7 million during the first quarter of 2012.

        In April 2012, we issued and sold $600.0 million aggregate principal amount of 4.00% senior notes due 2019 at a public offering price equal to 99.489% of par, for total proceeds of $596.9 million before the underwriting discount and expenses.

        Also in April 2012, we exercised our option to redeem all $225.0 million principal amount outstanding of our 6³/4% senior notes due 2017 at a redemption price equal to 103.375% of par, plus accrued and unpaid interest to the redemption date, pursuant to the terms of the indenture governing the notes. We expect to pay a total of $232.6 million, plus accrued and unpaid interest, on the redemption date and recognize a loss on extinguishment of debt of approximately $10.0 million during the second quarter of 2012 in connection with this redemption.

Capital Leases

        As of March 31, 2012, we leased eight seniors housing communities pursuant to arrangements that are accounted for as capital leases. Under each capital lease agreement, rent may be increased based upon changes in the Consumer Price Index or gross revenues attributable to the property, subject to certain limits, and we have a bargain option to purchase the leased property and an option to exercise renewal terms.

        Future minimum lease payments required under the capital lease agreements, including amounts that would be due under purchase options, as of March 31, 2012 are as follows (in thousands):

2012	$	7,103
2013		9,573
2014		9,699
2015		9,826
2016		9,953
Thereafter		162,600
Total minimum lease payments		208,754
Less: Amount related to interest		(65,897	)
	$	142,857

        Net assets held under capital leases are included in net real estate investments on our Consolidated Balance Sheets and totaled $221.8 million and $224.7 million as of March 31, 2012 and December 31, 2011, respectively.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 23, 2012
Document and Entity Information
Entity Registrant Name	VENTAS INC
Entity Central Index Key	0000740260
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		289,028,929
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

FAIR VALUES OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2012

FAIR VALUES OF FINANCIAL INSTRUMENTS

FAIR VALUES OF FINANCIAL INSTRUMENTS

NOTE 10—FAIR VALUES OF FINANCIAL INSTRUMENTS

        As of March 31, 2012 and December 31, 2011, the carrying amounts and fair values of our financial instruments were as follows:

	March 31, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Assets:
Cash and cash equivalents	$	53,224	$	53,224	$	45,807	$	45,807
Secured loans receivable, net		222,218		222,971		212,577		216,315
Derivative instruments		18		18		11		11
Marketable debt securities		43,294		43,294		43,331		43,331
Unsecured loans receivable, net		59,179		59,836		63,598		65,219
Liabilities:
Senior notes payable and other debt, gross		6,179,076		6,361,335		6,180,443		6,637,691
Derivative instruments and other liabilities		80,848		80,848		80,815		80,815
Redeemable OP unitholder interests		106,264		106,264		102,837		102,837

        Fair value estimates are subjective in nature and depend upon several important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument. 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.

        As of March 31, 2012, we held corporate marketable debt securities, classified as available-for-sale and included within other assets on our Consolidated Balance Sheets, having an aggregate amortized cost basis and fair value of $41.5 million and $43.3 million, respectively. As of December 31, 2011, our marketable debt securities had an aggregate amortized cost basis and fair value of $41.2 million and $43.3 million, respectively. The contractual maturities of our current marketable debt securities range from October 1, 2012 to April 15, 2016. During the first quarter of 2011, we sold certain marketable debt securities for $23.1 million in proceeds and recognized aggregate gains from these sales of approximately $1.8 million (included in income from loans and investments in our Consolidated Statements of Income).

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Rental income:
Triple-net leased	$ 209,509	$ 116,574
Medical office buildings	64,696	24,236
Total rental income	274,205	140,810
Resident fees and services	285,795	114,502
Medical office building and other services revenue	5,608	6,957
Income from loans and investments	8,036	6,085
Interest and other income	50	78
Total revenues	573,694	268,432
Expenses:
Interest	70,668	41,740
Depreciation and amortization	163,197	51,314
Property-level operating expenses:
Senior living	195,666	78,111
Medical office buildings	21,090	8,676
Total property-level operating expenses	216,756	86,787
Medical office building services costs	2,988	5,536
General, administrative and professional fees	22,200	14,832
Loss on extinguishment of debt	29,544	16,520
Merger-related expenses and deal costs	7,981	6,449
Other	1,576	1
Total expenses	514,910	223,179
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	58,784	45,253
Income (loss) from unconsolidated entities	317	(170)
Income tax (expense) benefit	(11,338)	3,197
Income from continuing operations	47,763	48,280
Discontinued operations	42,329	766
Net income	90,092	49,046
Net (loss) income attributable to noncontrolling interest	(534)	62
Net income attributable to common stockholders	$ 90,626	$ 48,984
Basic:
Income from continuing operations attributable to common stockholders (in dollars per share)	$ 0.17	$ 0.30
Discontinued operations (in dollars per share)	$ 0.14	$ 0.01
Net income attributable to common stockholders (in dollars per share)	$ 0.31	$ 0.31
Diluted:
Income from continuing operations attributable to common stockholders (in dollars per share)	$ 0.17	$ 0.30
Discontinued operations (in dollars per share)	$ 0.14	$ 0.00
Net income attributable to common stockholders (in dollars per share)	$ 0.31	$ 0.30
Weighted average shares used in computing earnings per common share:
Basic (in shares)	288,375	160,420
Diluted (in shares)	290,813	162,023
Dividends declared per common share (in dollars per share)	$ 0.62	$ 0.575

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ACQUISITIONS OF REAL ESTATE PROPERTY

3 Months Ended

Mar. 31, 2012

ACQUISITIONS OF REAL ESTATE PROPERTY

ACQUISITIONS OF REAL ESTATE PROPERTY

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

        We engage in acquisition activity primarily to invest in additional seniors housing and healthcare properties and achieve an expected yield on investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic area, asset type, business model or revenue source.

2012 Acquisitions

        During the first quarter of 2012, we invested approximately $56.8 million, including the assumption of $16.5 million in debt, in one MOB and one seniors housing community.

ASLG Acquisition

        In May 2011, we acquired 117 private pay seniors housing communities and one development land parcel located primarily in affluent coastal markets such as the New York metropolitan area, New England and California and the working capital of privately-owned Atria Senior Living Group, Inc. (together with its affiliates, "ASLG"). Prior to the closing, ASLG spun off its management operations to a newly formed entity, Atria, which continues to operate the acquired assets under long-term management agreements with us.

        We are accounting for the ASLG acquisition under the acquisition method in accordance with ASC Topic 805, Business Combinations ("ASC 805"). The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which we determined using level two and level three inputs (in thousands):

Land and improvements	$	341,540
Buildings and improvements		2,876,717
Acquired lease intangibles		159,610
Other assets		216,851
Total assets acquired		3,594,718
Notes payable and other debt		1,629,212
Deferred tax liability		44,608
Other liabilities		202,279
Total liabilities assumed		1,876,099
Net assets acquired		1,718,619
Cash acquired		77,718
Equity issued		1,376,437
Total cash used	$	264,464

        The allocation of fair values of the assets acquired and liabilities assumed differs from the allocation reported in "Note 4—Acquisitions of Real Estate Property" of the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012, and is subject to further adjustment, due primarily to adjustments to certain of our valuation assumptions based on more accurate information concerning the subject assets and liabilities. None of these changes had a material impact on our Consolidated Financial Statements.

        Included in other assets is $81.6 million of goodwill, which represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed as of the acquisition date.

        As partial consideration for the ASLG acquisition, the sellers received the right to earn additional amounts ("contingent consideration") based upon the achievement of certain performance metrics, including the future operating results of the acquired assets, and other factors. The contingent consideration, if any, will be payable to the sellers following the applicable measurement date for the period ending December 31, 2014 or December 31, 2015, at the election of the sellers. We cannot determine the actual amount of contingent consideration, if any, that may become due to the sellers because it is dependent on various factors, such as the future performance of the acquired assets and our equity multiple, which are subject to many risks and uncertainties beyond our control. We are also unable to estimate a range of potential outcomes for the same reason. As of March 31, 2012, December 31, 2011 and the acquisition date, the estimated discounted fair value of contingent consideration was $44.2 million and was included in accounts payable and other liabilities on our Consolidated Balance Sheets.

NHP Acquisition

        In July 2011, we acquired NHP in a stock-for-stock transaction. The NHP acquisition added 643 seniors housing and healthcare properties to our portfolio (including properties owned through joint ventures).

        We are accounting for the NHP acquisition under the acquisition method in accordance with ASC 805. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which we determined using level two and level three inputs (in thousands):

Land and improvements	$	704,499
Buildings and improvements		6,216,741
Acquired lease intangibles		502,383
Investment in unconsolidated entities		93,553
Other assets		749,891
Total assets acquired		8,267,067
Notes payable and other debt		1,882,752
Other liabilities		735,951
Total liabilities assumed		2,618,703
Redeemable OP unitholder interests assumed		100,888
Noncontrolling interest assumed		76,657
Net assets acquired		5,470,819
Cash acquired		29,205
Equity issued		5,365,819
Total cash used	$	75,795

        The allocation of fair values of the assets acquired and liabilities assumed differs from the allocation reported in "Note 4—Acquisitions of Real Estate Property" of the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012, and is subject to further adjustment, due primarily to reclassification adjustments for presentation, adjustments to our valuation assumptions and acquiring additional information not readily available at the date of acquisition. The changes to our valuation assumptions were based on more accurate information concerning the subject assets and liabilities.

        Included in other assets is $350.0 million of goodwill, which represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed as of the acquisition date. We have allocated $294.9 million and $55.1 million of the goodwill balance to our triple-net leased properties and MOB operations reportable business segments, respectively, based on relative fair value. We do not expect to deduct any of the goodwill balance for tax purposes.

Other 2011 Acquisitions

        During 2011, we also invested approximately $329.5 million, including the assumption of $134.9 million in debt, in MOBs and seniors housing communities.

Subsequent Acquisition

        On April 2, 2012, we acquired Cogdell Spencer Inc. (together with its subsidiaries, "Cogdell"), including its 72 MOBs (one which is still being developed) and its MOB property management business, which has existing agreements to manage 44 MOBs, in an all-cash transaction. At closing, our investment in Cogdell, including our share of debt, was approximately $760 million. In addition, our joint venture partners' share of net debt assumed was $36.6 million at the time of the acquisition.

        Pursuant to the terms of, and subject to the conditions set forth in, the agreement and plan of merger, at the effective time of the merger, (a) each outstanding share of Cogdell common stock and each outstanding unit of limited partnership interest in Cogdell's operating partnership, Cogdell Spencer LP, that was not owned by subsidiaries of Cogdell was converted into the right to receive $4.25 in cash, and (b) each outstanding share of Cogdell's 8.500% Series A Cumulative Redeemable Perpetual Preferred Stock was converted into the right to receive an amount in cash equal to $25.00, plus accrued and unpaid dividends through the date of closing. We financed our acquisition of Cogdell through the assumption of $203.8 million of existing Cogdell mortgage debt (including $36.6 million of our joint venture partners' share) and borrowings under our unsecured revolving credit facility. Prior to the closing, Cogdell completed the sale of its design-build and development business to an unaffiliated third party.

        We are accounting for the Cogdell acquisition under the acquisition method in accordance with ASC 805. Because the Cogdell transaction was consummated after March 31, 2012, our initial accounting for this business combination is a preliminary assessment only. Our assessment of fair value and the allocation of the Cogdell purchase price to the identified tangible and intangible assets is our current best estimate of fair value.

Pending Acquisition

        In April 2012, we entered into a definitive agreement to acquire sixteen seniors housing communities currently managed by Sunrise for approximately $362 million in an all-cash transaction. Sunrise will continue to manage the acquired assets under assumed existing long-term management agreements. We expect to close this transaction in the second quarter of 2012, although we cannot provide any assurance as to whether or when the transaction will occur.

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CONCENTRATION OF CREDIT RISK

3 Months Ended

Mar. 31, 2012

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK

NOTE 3—CONCENTRATION OF CREDIT RISK

        As of March 31, 2012, Atria, Sunrise, Brookdale Senior Living and Kindred managed or operated approximately 19.3%, 14.5%, 12.2% and 5.0%, respectively, of our real estate investments based on their gross book value. Also, as of March 31, 2012, seniors housing communities constituted approximately 66.1% of our real estate portfolio based on gross book value, with skilled nursing facilities, hospitals, MOBs and other healthcare assets collectively comprising the remaining 33.9%. Our properties were located in 46 states, the District of Columbia and two Canadian provinces as of March 31, 2012, with properties in two states (California and New York) accounting for more than 10% of our total revenues and properties in one state (California) accounting for more than 10% of our net operating income ("NOI," which is defined as total revenues, excluding interest and other income, less property-level operating expenses and medical office building services costs) (including amounts in discontinued operations) for the three months then ended.

Triple-Net Leased Properties

        For the three months ended March 31, 2012 and 2011, approximately 11.1% and 23.0%, respectively, of our total revenues and 18.0% and 35.0%, respectively, of our total NOI (including amounts in discontinued operations) were derived from our lease agreements with Kindred. For the same periods, approximately 7.4% and 10.9%, respectively, of our total revenues and 11.9% and 16.5%, respectively, of our total NOI (including amounts in discontinued operations) were derived from our lease agreements with Brookdale Senior Living. Each of our leases with Kindred and Brookdale Senior Living is a triple-net lease pursuant to which the tenant is required to pay all property-related expenses and to comply with the terms of the mortgage financing documents, if any, affecting the properties.

        Because the properties we lease to Kindred and Brookdale Senior Living account for a significant portion of our total revenues and NOI, our financial condition and results of operations could be weakened and our ability to service our indebtedness and to make distributions to our stockholders could be limited if either Kindred or Brookdale Senior Living becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof. We cannot provide any assurance that either Kindred or Brookdale Senior Living will have sufficient assets, income and access to financing to enable it to satisfy its respective obligations to us, and any inability or unwillingness by Kindred or Brookdale Senior Living to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, on our ability to service our indebtedness and other obligations, and on our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a "Material Adverse Effect"). We also cannot provide any assurance that either Kindred or Brookdale Senior Living will elect to renew its respective leases with us upon expiration of their terms or that we will be able to reposition any properties that are not renewed on a timely basis or on the same or better economic terms, if at all.

        The 197 properties we lease to Kindred pursuant to the Kindred Master Leases are grouped into bundles or renewal groups (each, a "renewal group") containing a varying number of properties. All properties within a single renewal group have the same primary lease term of ten to fifteen years (all commencing May 1, 1998), and each renewal group is subject to three successive five-year renewal terms at Kindred's option, provided certain conditions are satisfied. Kindred's renewal option is "all or nothing" with respect to the properties contained in each renewal group.

        Kindred has irrevocably renewed three of ten renewal groups covering a total of 25 properties (out of 89 properties) leased to Kindred pursuant to the Kindred Master Leases whose current lease term will expire on April 30, 2013. The 25 properties (the "Renewal Assets") collectively represent approximately $46 million of current annual base rent.

        The remaining seven renewal groups leased to Kindred pursuant to the Kindred Master Leases whose current lease term will expire on April 30, 2013 cover a total of 64 properties (the "Marketed Assets") and collectively represent approximately $77 million of current annual base rent, and each renewal group contains six or more properties, including at least one hospital. Kindred is required to continue to perform all of its obligations under the applicable Kindred Master Lease for the Marketed Assets until expiration of the lease term on April 30, 2013, including without limitation payment of all rental amounts. Therefore, we will have at least one year to arrange for the repositioning of the Marketed Assets with new operators. Moreover, we own or have the rights to all licenses and certificates of need at the properties, and Kindred has extensive and detailed obligations to cooperate and ensure an orderly transition of the properties to another operator.

        We cannot provide any assurance that we will be able to reposition any or all of the Marketed Assets on a timely basis or on the same or better economic terms, if at all. Our ability to reposition the Marketed Assets could be significantly delayed or limited by state licensing, certificate of need or other laws, as well as by the Medicare and Medicaid change-of-ownership rules, and we could incur substantial additional expenses in connection with any licensing or change-of-ownership proceedings. In addition, we may be required to fund certain expenses and obligations (e.g., real estate taxes, insurance and maintenance expenses) to preserve the value of, and avoid the imposition of liens on, the Marketed Assets while they are being repositioned.

        The current lease term for ten renewal groups covering a total of 108 properties we lease to Kindred pursuant to the Kindred Master Leases will expire on April 30, 2015, subject to Kindred's two sequential five-year renewal options for those assets.

Senior Living Operations

        As of March 31, 2012, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 198 of our seniors housing communities for which we pay an annual management fee pursuant to long-term management agreements. Each management agreement with Atria has a term of ten years commencing in 2011, subject to successive automatic ten-year renewal periods, and each management agreement with Sunrise has a term of 30 years commencing as early as 2004. Under the Sunrise management agreements, our management fee was temporarily reduced to 3.75% of revenues generated by the applicable properties for 2011, but reverted to its contractual level of 6% of revenues generated by the applicable properties (with a range of 5% to 7%) for 2012 and subsequent years.

        Because Atria and Sunrise manage, but do not lease, our properties, we are not directly exposed to their credit risk 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 seniors housing communities efficiently and effectively. We also rely on our managers to set resident fees and otherwise operate those properties in compliance with the terms of our management agreements. Although we have various rights as the property owner under our management agreements, Atria's or Sunrise's inability or unwillingness to satisfy its 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. In addition, significant changes in Atria's or Sunrise's senior management or any adverse developments in their business and affairs or financial condition could have a Material Adverse Effect on us.

Kindred, Brookdale Senior Living, Sunrise and Atria Information

        Each of Kindred, Brookdale Senior Living and Sunrise is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Kindred, Brookdale Senior Living and Sunrise contained or referred to in this Quarterly Report on Form 10-Q is derived from SEC filings made by Kindred, Brookdale Senior Living or Sunrise, as the case may be, or from other publicly available information, or has been provided to us by Kindred, Brookdale Senior Living or Sunrise. We have not verified this information either through an independent investigation or by reviewing Kindred's, Brookdale Senior Living's or Sunrise's public filings. We have no reason to believe that this information is inaccurate in any material respect, but we cannot provide any assurance that all of this information is accurate. Kindred's, Brookdale Senior Living's and Sunrise's filings with the SEC can be found on the SEC's website at www.sec.gov. We are providing this data for informational purposes only, and you are encouraged to obtain Kindred's, Brookdale Senior Living's and Sunrise's publicly available filings from the SEC.

        Atria is not subject to the reporting requirements of the SEC. The information related to Atria contained or referred to within this Quarterly Report on Form 10-Q is derived from publicly available information or has been provided to us by Atria. We have not verified this information through an independent investigation. We have no reason to believe that this information is inaccurate in any material respect, but we cannot provide any assurance that all of this information is accurate.

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SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2012

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 15—SEGMENT INFORMATION

        As of March 31, 2012, we operated through three reportable business segments: triple-net leased properties, senior living operations and MOB operations. Our triple-net leased properties segment consists of acquiring and owning seniors housing and healthcare properties in the United States and leasing those properties to healthcare operating companies under "triple-net" or "absolute-net" leases that obligate the tenants to pay all property-related expenses. Our senior living operations segment consists of investments in seniors housing communities located in the United States and Canada for which we engage independent third parties, such as Atria and Sunrise, to manage the operations. Our MOB operations segment primarily consists of acquiring, owning, developing, leasing and managing MOBs. Information provided for "all other" includes revenues such as income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to our three reportable business segments. Assets included in "all other" consist primarily of corporate assets, including cash, restricted cash, deferred financing costs, loans receivable and miscellaneous accounts receivable.

        We evaluate performance of the combined properties in each reportable business segment based on segment profit, which we define as NOI adjusted for gain/loss from unconsolidated entities. We define NOI as total revenues, less interest and other income, property-level operating expenses and medical office building services costs. We believe that net income, as defined by GAAP, is the most appropriate earnings measurement. However, we believe that segment profit serves as a useful supplement to net income 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 and between periods on a consistent basis. Segment profit should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance. In order to facilitate a clear understanding of our consolidated historical operating results, segment profit should be examined in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

        Interest expense, depreciation and amortization, general, administrative and professional fees, and 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.

        Summary information by reportable business segment is as follows:

        For the three months ended March 31, 2012:

	Triple-Net Leased Properties		Senior Living Operations		MOB Operations		All Other		Total
	(In thousands)
Revenues:
Rental income	$	209,509	$	—	$	64,696	$	—	$	274,205
Resident fees and services		—		285,795		—		—		285,795
Medical office building and other services revenue		1,109		—		4,499		—		5,608
Income from loans and investments		—		—		—		8,036		8,036
Interest and other income		—		—		—		50		50
Total revenues	$	210,618	$	285,795	$	69,195	$	8,086	$	573,694
Total revenues	$	210,618	$	285,795	$	69,195	$	8,086	$	573,694
Less:
Interest and other income		—		—		—		50		50
Property-level operating expenses		—		195,666		21,090		—		216,756
Medical office building services costs		—		—		2,988		—		2,988
Segment NOI		210,618		90,129		45,117		8,036		353,900
Income from unconsolidated entities		266		—		51		—		317
Segment profit	$	210,884	$	90,129	$	45,168	$	8,036		354,217
Interest and other income										50
Interest expense										(70,668	)
Depreciation and amortization										(163,197	)
General, administrative and professional fees										(22,200	)
Loss on extinguishment of debt										(29,544	)
Merger-related expenses and deal costs										(7,981	)
Other										(1,576	)
Income tax expense										(11,338	)
Discontinued operations										42,329
Net income									$	90,092

        For the three months ended March 31, 2011:

	Triple-Net Leased Properties		Senior Living Operations		MOB Operations			All Other		Total
	(In thousands)
Revenues:
Rental income	$	116,574	$	—	$	24,236		$	—	$	140,810
Resident fees and services		—		114,502		—			—		114,502
Medical office building and other services revenue		—		—		6,957			—		6,957
Income from loans and investments		—		—		—			6,085		6,085
Interest and other income		—		—		—			78		78
Total revenues	$	116,574	$	114,502	$	31,193		$	6,163	$	268,432
Total revenues	$	116,574	$	114,502	$	31,193		$	6,163	$	268,432
Less:
Interest and other income		—		—		—			78		78
Property-level operating expenses		—		78,111		8,676			—		86,787
Medical office building services costs		—		—		5,536			—		5,536
Segment NOI		116,574		36,391		16,981			6,085		176,031
Loss from unconsolidated entities		—		—		(170	)		—		(170	)
Segment profit	$	116,574	$	36,391	$	16,811		$	6,085		175,861
Interest and other income											78
Interest expense											(41,740	)
Depreciation and amortization											(51,314	)
General, administrative and professional fees											(14,832	)
Loss on extinguishment of debt											(16,520	)
Merger-related expenses and deal costs											(6,449	)
Other											(1	)
Income tax benefit											3,197
Discontinued operations											766
Net income										$	49,046

        Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows:

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Capital expenditures:
Triple-net leased properties	$	4,863	$	579
Senior living operations		17,166		1,965
MOB operations		19,764		5,419
Total capital expenditures	$	41,793	$	7,963

        Our portfolio of properties and mortgage loan and other investments are located in the United States and Canada. Revenues are attributed to an individual country based on the location of each property.

        Geographic information regarding our operations is as follows:

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Revenues:
United States	$	550,093	$	245,913
Canada		23,601		22,519
Total revenues	$	573,694	$	268,432

	As of March 31, 2012		As of December 31, 2011
	(In thousands)
Net real estate property:
United States	$	15,340,181	$	15,510,824
Canada		406,838		402,908
Total net real estate property	$	15,747,019	$	15,913,732

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LITIGATION

3 Months Ended

Mar. 31, 2012

LITIGATION

LITIGATION

NOTE 11—LITIGATION

Litigation Relating to the NHP Acquisition

        In the weeks following the announcement of our acquisition of NHP on February 28, 2011, purported stockholders of NHP filed seven lawsuits against NHP and its directors. Six of these lawsuits also named Ventas, Inc. as a defendant and five named our subsidiary, Needles Acquisition LLC, as a defendant. On June 9, 2011, we and NHP agreed on a settlement in principle with the plaintiffs in the consolidated action pending in the Circuit Court for Baltimore City, Maryland (the "Maryland State Court"), which required us and NHP to make certain supplemental disclosures to stockholders concerning the merger. We and NHP made the supplemental disclosures on June 10, 2011. The parties executed a Stipulation of Settlement and Release on April 18, 2012. The settlement is subject to approval by the Maryland State Court.

        We believe that each of these actions is without merit.

Litigation Relating to the Cogdell Acquisition

        In the weeks following the announcement of our acquisition of Cogdell on December 27, 2011, purported stockholders of Cogdell filed seven lawsuits against Cogdell and its directors. Each of these lawsuits also named Ventas, Inc. as a defendant, and certain of the lawsuits also named our subsidiaries, TH Merger Corp, Inc. and TH Merger Sub, LLC, as defendants. On February 29, 2012, we and Cogdell agreed on a settlement in principle with the plaintiffs in the Maryland and North Carolina actions, pursuant to which Cogdell agreed to make certain supplemental disclosures to stockholders concerning the merger. Cogdell made the supplemental disclosures on February 29, 2012. The settlement is subject to appropriate documentation by the parties and approval by the Maryland State Court.

        We believe that each of these actions is without merit.

Proceedings against Tenants, Operators and Managers

        From time to time, Kindred, Brookdale Senior Living, Atria, Sunrise and our other tenants, operators and managers are parties to certain legal actions, regulatory investigations and claims arising in the conduct of their business and operations. Even though we generally are not party to these proceedings, the unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such tenants', operators' or managers' liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.

Proceedings Indemnified and Defended by Third Parties

        From time to time, we are party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold us harmless. The tenants of our triple-net leased properties and, in some cases, their affiliates are required by the terms of their leases and other agreements with us to indemnify, defend and hold us harmless against certain actions, investigations and claims arising in the course of their business and related to the operations of our triple-net leased properties. In addition, third parties from whom we acquired certain of our assets are required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the conveyed assets and arising prior to our ownership. In some cases, we hold a portion of the purchase price consideration in escrow as collateral for these indemnification obligations. We are presently being defended by certain tenants and other obligated third parties in these types of matters. We cannot provide any assurance that our tenants, their affiliates or other obligated third parties will continue to defend us in these matters, that our tenants, their affiliates or other obligated third parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect our tenants' or other obligated third parties' liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.

Proceedings Arising in Connection with Senior Living and MOB Operations; Other Litigation

        From time to time, we are party to various legal actions, regulatory investigations and claims (some of which may not be insured) arising in connection with our senior living and MOB operations or otherwise in the course of our business. In limited circumstances, the manager of the applicable seniors housing community or MOB may be contractually obligated to indemnify, defend and hold us harmless against such actions, investigations and claims. It is the opinion of management that, except as otherwise set forth in this Note 11, the disposition of any such actions, investigations and claims that are currently pending will not, individually or in the aggregate, have a Material Adverse Effect on us. However, regardless of their merits, these matters may force us to expend significant financial resources. We are unable to predict the ultimate outcome of these actions, investigations and claims, 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.

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INTANGIBLES

3 Months Ended

Mar. 31, 2012

INTANGIBLES

INTANGIBLES

NOTE 7—INTANGIBLES

        The following is a summary of our intangibles as of March 31, 2012 and December 31, 2011:

	March 31, 2012					December 31, 2011
	Balance			Remaining Weighted Average Amortization Period in Years		Balance			Remaining Weighted Average Amortization Period in Years
	(Dollars in thousands)
Intangible assets:
Above market lease intangibles	$	210,109			10.1	$	210,358			10.1
In-place and other lease intangibles		589,027			23.6		590,500			22.4
Other intangibles		15,904			13.7		16,169			13.5
Accumulated amortization		(224,290	)		N/A		(188,442	)		N/A
Goodwill		448,053			N/A		448,393			N/A
Net intangible assets	$	1,038,803			19.2	$	1,076,978			18.5
Intangible liabilities:
Below market lease intangibles	$	436,416			15.3	$	442,612			15.3
Other lease intangibles		26,777			7.7		27,157			7.9
Accumulated amortization		(49,273	)		N/A		(37,607	)		N/A
Purchase option intangibles		66,362			N/A		112,670			N/A
Net intangible liabilities	$	480,282			15.1	$	544,832			15.2

N/A—Not Applicable.

        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 and trade names/trademarks) and goodwill are included in other assets on our Consolidated Balance Sheets. Below market lease, other lease and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets.

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SEGMENT INFORMATION (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Capital expenditures
Total capital expenditures	$ 41,793	$ 7,963
Triple-Net Leased Properties
Capital expenditures
Total capital expenditures	4,863	579
Senior Living Operations
Capital expenditures
Total capital expenditures	17,166	1,965
MOB Operations
Capital expenditures
Total capital expenditures	$ 19,764	$ 5,419

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DISPOSITIONS

3 Months Ended

Mar. 31, 2012

DISPOSITIONS

DISPOSITIONS

NOTE 5—DISPOSITIONS

        We present separately, as discontinued operations in all periods presented, the results of operations for all assets held for sale or disposed of during the three months ended March 31, 2012 and the year ended December 31, 2011.

2012 Dispositions

        In February 2012, we sold nine seniors housing communities to a tenant for aggregate consideration of $121.3 million, including a lease termination fee of $1.8 million. The majority of the proceeds from the sale were deposited in an Internal Revenue Code Section 1031 exchange escrow account with a qualified intermediary, and during the first quarter of 2012, we used approximately $37.8 million of the deposited proceeds for our MOB and seniors housing community acquisitions. During the first quarter of 2012, we realized a gain from the sale of these assets of $55.2 million, of which $15.0 million was deferred due to a $15.0 million loan we made to the buyer in conjunction with the sale. The $15.0 million deferred gain will be recognized over a period of approximately two years from the date of the sale as principal payments are made on the loan. In addition, as of March 31, 2012, we had classified nine properties as held for sale and included their operations in discontinued operations in our Consolidated Statements of Income.

2011 Dispositions

        During 2011, we sold two seniors housing communities and two skilled nursing facilities to tenants exercising purchase options for aggregate consideration of $20.6 million. We recognized no gain or loss from these sales.

        Set forth below is a summary of the results of operations of properties sold during the three months ended March 31, 2012 and the year ended December 31, 2011 or classified as held for sale as of March 31, 2012, all of which were included in each of the triple-net leased properties, senior living operations and MOB operations segments.

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Revenues:
Rental income	$	2,793	$	2,029
Resident fees and services		2,009		—
Interest and other income		1,819		—
		6,621		2,029
Expenses:
Interest		982		818
Depreciation and amortization		1,439		445
Property-level operating expenses		1,556		—
General, administrative and professional fees		1		—
Other		580		—
		4,558		1,263
Income before income taxes and gain on sale of real estate assets		2,063		766
Income tax benefit		33		—
Gain on sale of real estate assets		40,233		—
Discontinued operations	$	42,329	$	766

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INVESTMENTS IN UNCONSOLIDATED ENTITIES

3 Months Ended

Mar. 31, 2012

INVESTMENTS IN UNCONSOLIDATED ENTITIES

INVESTMENTS IN UNCONSOLIDATED ENTITIES

NOTE 6—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 serve as the managing member of each unconsolidated entity and provide various services in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $1.8 million and $0.8 million for the three months ended March 31, 2012 and 2011, respectively. We are not required to consolidate these entities, as our joint venture partners have significant participating rights. Additionally, these entities are not considered variable interest entities because they are viable entities controlled by equity holders with sufficient capital. At both March 31, 2012 and December 31, 2011, we owned interests (ranging between 5% and 25%) in 92 properties that we accounted for under the equity method of accounting. Our net investment in these properties as of March 31, 2012 and December 31, 2011 was $106.1 million and $105.3 million, respectively. For the three months ended March 31, 2012 and 2011, we recorded income from unconsolidated entities of $0.3 million and a loss from unconsolidated entities of $0.2 million, respectively.

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OTHER ASSETS

3 Months Ended

Mar. 31, 2012

OTHER ASSETS

OTHER ASSETS

NOTE 8—OTHER ASSETS

        The following is a summary of our other assets as of March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
	(In thousands)
Straight-line rent receivables, net	$	101,765	$	96,883
Marketable debt securities		43,294		43,331
Unsecured loans receivable, net		59,179		63,598
Goodwill and other intangibles, net		461,769		462,655
Assets held for sale		153,975		119,290
Other		99,409		105,475
Total other assets	$	919,391	$	891,232

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CONDENSED CONSOLIDATING INFORMATION (Details 2) (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Revenues:
Rental income	$ 274,205	$ 140,810
Resident fees and services	285,795	114,502
Medical office building and other services revenue	5,608	6,957
Income from loans and investments	8,036	6,085
Interest and other income	50	78
Total revenues	573,694	268,432
Expenses:
Interest	70,668	41,740
Depreciation and amortization	163,197	51,314
Property-level operating expenses	216,756	86,787
Medical office building services costs	2,988	5,536
General, administrative and professional fees	22,200	14,832
Loss on extinguishment of debt	29,544	16,520
Merger-related expenses and deal costs	7,981	6,449
Other	1,576	1
Total expenses	514,910	223,179
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	58,784	45,253
Income (loss) from unconsolidated entities	317	(170)
Income tax (expense) benefit	(11,338)	3,197
Income from continuing operations	47,763	48,280
Discontinued operations	42,329	766
Net income	90,092	49,046	363,261
Net loss attributable to noncontrolling interest	(534)	62
Net income attributable to common stockholders	90,626	48,984
Ventas, Inc.
Revenues:
Rental income	623	607
Income from loans and investments	940	3,017
Equity earnings in affiliates	61,178	47,115
Interest and other income	29	51
Total revenues	62,770	50,790
Expenses:
Interest	(724)	(188)
Depreciation and amortization	710	421
General, administrative and professional fees	903	(1,033)
Merger-related expenses and deal costs	1,365	5,813
Other	37	(10)
Total expenses	2,291	5,003
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	60,479	45,787
Income tax (expense) benefit	(11,338)	3,197
Income from continuing operations	49,141	48,984
Discontinued operations	41,485	0
Net income	90,626	48,984
Net income attributable to common stockholders	90,626	48,984
Wholly Owned Subsidiary Guarantors
Revenues:
Rental income	64,341	54,958
Resident fees and services	103,986	66,686
Medical office building and other services revenue	4,509	6,986
Income from loans and investments	0	1,635
Equity earnings in affiliates	47	418
Interest and other income	(3)	5
Total revenues	172,880	130,688
Expenses:
Interest	14,339	15,996
Depreciation and amortization	37,855	28,128
Property-level operating expenses	83,761	49,997
Medical office building services costs	2,988	5,536
General, administrative and professional fees	12,492	7,954
Loss on extinguishment of debt	0	16,520
Merger-related expenses and deal costs	4,727	634
Other	1,506	12
Total expenses	157,668	124,777
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	15,212	5,911
Income from continuing operations	15,212	5,911
Discontinued operations	(628)	0
Net income	14,584	5,911
Net income attributable to common stockholders	14,584	5,911
Ventas Issuers
Revenues:
Rental income	70,299	68,605
Income from loans and investments	469	1,433
Interest and other income	5	21
Total revenues	70,773	70,059
Expenses:
Interest	21,927	13,415
Depreciation and amortization	8,257	8,755
Property-level operating expenses	123	144
General, administrative and professional fees	6,997	6,140
Loss on extinguishment of debt	29,731	0
Total expenses	67,035	28,454
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	3,738	41,605
Income (loss) from unconsolidated entities	317	(170)
Income from continuing operations	4,055	41,435
Discontinued operations	681	372
Net income	4,736	41,807
Net income attributable to common stockholders	4,736	41,807
Non-Guarantor Subsidiaries
Revenues:
Rental income	138,942	16,640
Resident fees and services	181,809	47,816
Medical office building and other services revenue	1,099	(29)
Income from loans and investments	6,627	0
Interest and other income	19	1
Total revenues	328,496	64,428
Expenses:
Interest	35,126	12,517
Depreciation and amortization	116,375	14,010
Property-level operating expenses	132,872	36,646
General, administrative and professional fees	1,808	1,771
Loss on extinguishment of debt	(187)	0
Merger-related expenses and deal costs	1,889	2
Other	33	(1)
Total expenses	287,916	64,945
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	40,580	(517)
Income from continuing operations	40,580	(517)
Discontinued operations	791	394
Net income	41,371	(123)
Net loss attributable to noncontrolling interest	(534)	62
Net income attributable to common stockholders	41,905	(185)
Consolidated Eliminations
Revenues:
Equity earnings in affiliates	(61,225)	(47,533)
Total revenues	(61,225)	(47,533)
Expenses:
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest	(61,225)	(47,533)
Income from continuing operations	(61,225)	(47,533)
Net income	(61,225)	(47,533)
Net income attributable to common stockholders	$ (61,225)	$ (47,533)

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CONDENSED CONSOLIDATING INFORMATION (Details 4) (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	$ 244,961	$ 130,769
Net cash (used in) provided by investing activities	(40,312)	31,681
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	(382,398)	(32,000)
Proceeds from debt	667,330	14,630
Repayment of debt	(298,801)	(331,069)
Payment of deferred financing costs	(1,793)	(314)
Issuance of common stock, net	0	299,926
Cash distribution to common stockholders	(179,253)	(93,738)
Cash distribution to redeemable OP unitholders	(1,112)	0
Purchases of redeemable OP units	(233)	0
Distributions to noncontrolling interest	(1,592)	(349)
Other	565	458
Net cash used in financing activities	(197,287)	(142,456)
Net increase in cash and cash equivalents	7,362	19,994
Effect of foreign currency translation on cash and cash equivalents	55	93
Cash and cash equivalents at beginning of period	45,807	21,812
Cash and cash equivalents at end of period	53,224	41,899
Ventas, Inc.
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	(2,966)	(3,036)
Net cash (used in) provided by investing activities	8,347	19,880
Cash flows from financing activities:
Net change in intercompany debt	219,912	(801)
Issuance of common stock, net		299,926
Cash distribution (to) from affiliates	(37,550)	(200,567)
Cash distribution to common stockholders	(179,253)	(93,738)
Cash distribution to redeemable OP unitholders	(1,112)	0
Purchases of redeemable OP units	(233)	0
Other	565	458
Net cash used in financing activities	2,329	5,278
Net increase in cash and cash equivalents	7,710	22,122
Cash and cash equivalents at beginning of period	2,335	1,083
Cash and cash equivalents at end of period	10,045	23,205
Wholly Owned Subsidiary Guarantors
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	55,020	45,924
Net cash (used in) provided by investing activities	(13,674)	16,466
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	(2,398)
Repayment of debt	(1,767)	(327,947)
Net change in intercompany debt	(49,545)	256,817
Payment of deferred financing costs		(1)
Cash distribution (to) from affiliates	12,363	(4,222)
Net cash used in financing activities	(41,347)	(75,353)
Net increase in cash and cash equivalents	(1)	(12,963)
Cash and cash equivalents at beginning of period	7,820	8,263
Cash and cash equivalents at end of period	7,819	(4,700)
Ventas Issuers
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	70,263	73,068
Net cash (used in) provided by investing activities	(15,038)	(143)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility	(380,000)	(32,000)
Proceeds from debt	591,384	0
Repayment of debt	(206,500)	0
Net change in intercompany debt	(22,107)	(260,191)
Payment of deferred financing costs	(1,473)
Cash distribution (to) from affiliates	(36,584)	219,173
Net cash used in financing activities	(55,280)	(73,018)
Net increase in cash and cash equivalents	(55)	(93)
Effect of foreign currency translation on cash and cash equivalents	55	93
Non-Guarantor Subsidiaries
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities	122,644	14,813
Net cash (used in) provided by investing activities	(19,947)	(4,522)
Cash flows from financing activities:
Proceeds from debt	75,946	14,630
Repayment of debt	(90,534)	(3,122)
Net change in intercompany debt	(148,260)	4,175
Payment of deferred financing costs	(320)	(313)
Cash distribution (to) from affiliates	61,771	(14,384)
Distributions to noncontrolling interest	(1,592)	(349)
Net cash used in financing activities	(102,989)	637
Net increase in cash and cash equivalents	(292)	10,928
Cash and cash equivalents at beginning of period	35,652	12,466
Cash and cash equivalents at end of period	$ 35,360	$ 23,394

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CONDENSED CONSOLIDATING INFORMATION (Details) (unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010
Assets
Net real estate investments	$ 16,075,323	$ 16,231,612
Cash and cash equivalents	53,224	45,807	41,899	21,812
Escrow deposits and restricted cash	114,420	76,590
Deferred financing costs, net	26,601	26,669
Other assets	919,391	891,232
Total assets	17,188,959	17,271,910
Liabilities:
Senior notes payable and other debt	6,430,364	6,429,116
Accrued interest	58,041	37,694
Accounts payable and other liabilities	1,060,647	1,085,597
Deferred income taxes	271,408	260,722
Total liabilities	7,820,460	7,813,129
Redeemable OP unitholder interests	106,264	102,837
Total equity	9,262,235	9,355,944		2,390,205
Total liabilities and equity	17,188,959	17,271,910
Ventas, Inc.
Assets
Net real estate investments	8,069	309
Cash and cash equivalents	10,045	2,335	23,205	1,083
Escrow deposits and restricted cash	40,074	1,971
Deferred financing costs, net	757	757
Investment in and advances to affiliates	8,613,968	8,612,893
Other assets	64,852	54,415
Total assets	8,737,765	8,672,680
Liabilities:
Intercompany loans	(1,270)	(68,408)
Accounts payable and other liabilities	91,822	86,101
Deferred income taxes	271,408	260,722
Total liabilities	361,960	278,415
Total equity	8,375,805	8,394,265
Total liabilities and equity	8,737,765	8,672,680
Wholly Owned Subsidiary Guarantors
Assets
Net real estate investments	3,628,813	3,629,489
Cash and cash equivalents	7,819	7,820	(4,700)	8,263
Escrow deposits and restricted cash	27,894	27,523
Deferred financing costs, net	401	434
Other assets	188,275	183,800
Total assets	3,853,202	3,849,066
Liabilities:
Senior notes payable and other debt	519,866	502,215
Intercompany loans	590,136	679,634
Accrued interest	1,514	1,431
Accounts payable and other liabilities	116,933	184,330
Total liabilities	1,228,449	1,367,610
Total equity	2,624,753	2,481,456
Total liabilities and equity	3,853,202	3,849,066
Ventas Issuers
Assets
Net real estate investments	517,996	519,042
Escrow deposits and restricted cash	7,670	7,513
Deferred financing costs, net	19,162	19,239
Investment in and advances to affiliates	1,759,522	1,728,635
Other assets	4,254	47,063
Total assets	2,308,604	2,321,492
Liabilities:
Senior notes payable and other debt	2,628,878	2,593,176
Intercompany loans	(640,968)	(655,914)
Accrued interest	31,770	12,561
Accounts payable and other liabilities	14,478	18,162
Total liabilities	2,034,158	1,967,985
Total equity	274,446	353,507
Total liabilities and equity	2,308,604	2,321,492
Non-Guarantor Subsidiaries
Assets
Net real estate investments	11,920,445	12,082,772
Cash and cash equivalents	35,360	35,652	23,394	12,466
Escrow deposits and restricted cash	38,782	39,583
Deferred financing costs, net	6,281	6,239
Other assets	662,010	605,954
Total assets	12,662,878	12,770,200
Liabilities:
Senior notes payable and other debt	3,281,620	3,333,725
Intercompany loans	52,102	44,688
Accrued interest	24,757	23,702
Accounts payable and other liabilities	837,414	797,004
Total liabilities	4,195,893	4,199,119
Redeemable OP unitholder interests	106,264	102,837
Total equity	8,360,721	8,468,244
Total liabilities and equity	12,662,878	12,770,200
Consolidated Eliminations
Assets
Investment in and advances to affiliates	(10,373,490)	(10,341,528)
Total assets	(10,373,490)	(10,341,528)
Liabilities:
Total equity	(10,373,490)	(10,341,528)
Total liabilities and equity	$ (10,373,490)	$ (10,341,528)

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SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2012

SEGMENT INFORMATION

Summary information by reportable business segment

	Triple-Net Leased Properties		Senior Living Operations		MOB Operations		All Other		Total
	(In thousands)
Revenues:
Rental income	$	209,509	$	—	$	64,696	$	—	$	274,205
Resident fees and services		—		285,795		—		—		285,795
Medical office building and other services revenue		1,109		—		4,499		—		5,608
Income from loans and investments		—		—		—		8,036		8,036
Interest and other income		—		—		—		50		50
Total revenues	$	210,618	$	285,795	$	69,195	$	8,086	$	573,694
Total revenues	$	210,618	$	285,795	$	69,195	$	8,086	$	573,694
Less:
Interest and other income		—		—		—		50		50
Property-level operating expenses		—		195,666		21,090		—		216,756
Medical office building services costs		—		—		2,988		—		2,988
Segment NOI		210,618		90,129		45,117		8,036		353,900
Income from unconsolidated entities		266		—		51		—		317
Segment profit	$	210,884	$	90,129	$	45,168	$	8,036		354,217
Interest and other income										50
Interest expense										(70,668	)
Depreciation and amortization										(163,197	)
General, administrative and professional fees										(22,200	)
Loss on extinguishment of debt										(29,544	)
Merger-related expenses and deal costs										(7,981	)
Other										(1,576	)
Income tax expense										(11,338	)
Discontinued operations										42,329
Net income									$	90,092

	Triple-Net Leased Properties		Senior Living Operations		MOB Operations			All Other		Total
	(In thousands)
Revenues:
Rental income	$	116,574	$	—	$	24,236		$	—	$	140,810
Resident fees and services		—		114,502		—			—		114,502
Medical office building and other services revenue		—		—		6,957			—		6,957
Income from loans and investments		—		—		—			6,085		6,085
Interest and other income		—		—		—			78		78
Total revenues	$	116,574	$	114,502	$	31,193		$	6,163	$	268,432
Total revenues	$	116,574	$	114,502	$	31,193		$	6,163	$	268,432
Less:
Interest and other income		—		—		—			78		78
Property-level operating expenses		—		78,111		8,676			—		86,787
Medical office building services costs		—		—		5,536			—		5,536
Segment NOI		116,574		36,391		16,981			6,085		176,031
Loss from unconsolidated entities		—		—		(170	)		—		(170	)
Segment profit	$	116,574	$	36,391	$	16,811		$	6,085		175,861
Interest and other income											78
Interest expense											(41,740	)
Depreciation and amortization											(51,314	)
General, administrative and professional fees											(14,832	)
Loss on extinguishment of debt											(16,520	)
Merger-related expenses and deal costs											(6,449	)
Other											(1	)
Income tax benefit											3,197
Discontinued operations											766
Net income										$	49,046

Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Capital expenditures:
Triple-net leased properties	$	4,863	$	579
Senior living operations		17,166		1,965
MOB operations		19,764		5,419
Total capital expenditures	$	41,793	$	7,963

Revenues from external customers by geographic area

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Revenues:
United States	$	550,093	$	245,913
Canada		23,601		22,519
Total revenues	$	573,694	$	268,432

Net real estate property by geographic area

	As of March 31, 2012		As of December 31, 2011
	(In thousands)
Net real estate property:
United States	$	15,340,181	$	15,510,824
Canada		406,838		402,908
Total net real estate property	$	15,747,019	$	15,913,732

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SENIOR NOTES PAYABLE AND OTHER DEBT (Details 4) (USD $)	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2011	Dec. 31, 2010
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2012	$ 239,398,000
2013	941,773,000
2014	286,978,000
2015	1,097,854,000
2016	432,410,000
Thereafter	3,180,663,000
Total maturities	6,179,076,000	6,180,443,000
Unrestricted cash and cash equivalents	53,224,000	45,807,000	41,899,000	21,812,000
Unsecured revolving credit facilities
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
Total maturities	73,419,000	455,578,000
Unrestricted cash and cash equivalents	53,200,000
Amount outstanding, net of cash and cash equivalents	20,200,000
Mortgage loans
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
Total maturities	23,800,000	14,600,000
6.90% Senior Notes due 2037 | NHP
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
Thereafter	52,400,000
6.59% senior notes due 2038 | NHP
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
Thereafter	23,000,000
Principal Amount Due at Maturity
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2012	200,486,000
2013	895,571,000
2014	244,614,000
2015	989,941,000
2016	404,370,000
Thereafter	3,009,634,000
Total maturities	5,744,616,000
Unsecured Revolving Credit Facility
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2015	73,419,000
Total maturities	73,419,000
Scheduled Periodic Amortization
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations
2012	38,912,000
2013	46,202,000
2014	42,364,000
2015	34,494,000
2016	28,040,000
Thereafter	171,029,000
Total maturities	$ 361,041,000

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STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2012

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 13—STOCKHOLDERS' EQUITY

Accumulated Other Comprehensive Income

        The following is a summary of our accumulated other comprehensive income as of March 31, 2012 and December 31, 2011:

	As of March 31, 2012			As of December 31, 2011
	(In thousands)
Foreign currency translation	$	23,015		$	21,066
Unrealized gain on marketable debt securities		1,795			2,103
Other		(884	)		(1,107	)
Total accumulated other comprehensive income	$	23,926		$	22,062

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ACQUISITIONS OF REAL ESTATE PROPERTY (Tables)

3 Months Ended

Mar. 31, 2012

ASLG

Business acquisition

Fair values of the assets acquired and liabilities assumed at the date of acquisition

Land and improvements	$	341,540
Buildings and improvements		2,876,717
Acquired lease intangibles		159,610
Other assets		216,851
Total assets acquired		3,594,718
Notes payable and other debt		1,629,212
Deferred tax liability		44,608
Other liabilities		202,279
Total liabilities assumed		1,876,099
Net assets acquired		1,718,619
Cash acquired		77,718
Equity issued		1,376,437
Total cash used	$	264,464

NHP

Business acquisition

Fair values of the assets acquired and liabilities assumed at the date of acquisition

Land and improvements	$	704,499
Buildings and improvements		6,216,741
Acquired lease intangibles		502,383
Investment in unconsolidated entities		93,553
Other assets		749,891
Total assets acquired		8,267,067
Notes payable and other debt		1,882,752
Other liabilities		735,951
Total liabilities assumed		2,618,703
Redeemable OP unitholder interests assumed		100,888
Noncontrolling interest assumed		76,657
Net assets acquired		5,470,819
Cash acquired		29,205
Equity issued		5,365,819
Total cash used	$	75,795

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SENIOR NOTES PAYABLE AND OTHER DEBT (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2012
Unsecured revolving credit facility
Debt instruments
Current borrowing capacity	$ 2,000,000,000
Maximum borrowing capacity	2,500,000,000
Maximum available for issuance of letters of credit	200,000,000
Maximum available for issuance of swingline loans	200,000,000
Maximum available for issuance of loans in certain alternative currencies	250,000,000
Percentage of line of credit facility for negotiated rate loans	50.00%
Base rate loans
Debt instruments
Percentage of interest rate	0.10%
Base rate loans | Federal funds rate
Debt instruments
Variable interest rate	federal funds rate
Basis spread on variable rate (as a percent)	0.50%
Base rate loans | LIBOR
Debt instruments
Variable interest rate	LIBOR
Basis spread on variable rate (as a percent)	1.00%
Eurocurrency rate loans
Debt instruments
Percentage of interest rate	1.10%
Unsecured Revolving Credit Facility
Debt instruments
Facility fee (as a percent)	0.175%
Amount outstanding	73,400,000
Letters of credit outstanding	6,300,000
Remaining borrowing capacity	$ 1,920,000,000
Unsecured Revolving Credit Facility | Minimum
Debt instruments
Facility fee (as a percent)	0.15%
Unsecured Revolving Credit Facility | Maximum
Debt instruments
Facility fee (as a percent)	0.45%
Line of credit facility optional extension period (in years)	1

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ACQUISITIONS OF REAL ESTATE PROPERTY (Details 2) (USD $)		1 Months Ended
	Mar. 31, 2012	Jul. 31, 2011 NHP property	Jul. 01, 2011 NHP	Jul. 01, 2011 NHP Triple-Net Leased Properties	Jul. 01, 2011 NHP MOB Operations
Business acquisition
Number of properties acquired		643
Fair values of the assets acquired and liabilities assumed at the date of acquisition
Land and improvements			$ 704,499,000
Buildings and improvements			6,216,741,000
Acquired lease intangibles			502,383,000
Investment in unconsolidated entities			93,553,000
Other assets			749,891,000
Total assets acquired			8,267,067,000
Notes payable and other debt			1,882,752,000
Other liabilities			735,951,000
Total liabilities assumed			2,618,703,000
Redeemable OP unitholder interests assumed			100,888,000
Noncontrolling interest assumed			76,657,000
Net assets acquired			5,470,819,000
Cash acquired			29,205,000
Equity issued			5,365,819,000
Total cash used	37,800,000		75,795,000
Goodwill included in other assets			$ 350,000,000	$ 294,900,000	$ 55,100,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Net income	$ 90,092	$ 49,046	$ 363,261
Other comprehensive income:
Foreign currency translation	1,949	2,499	0
Change in unrealized gain on marketable debt securities	(308)	(1,257)	0
Other	223	(13)	0
Total other comprehensive income	1,864	1,229	(4,806)
Comprehensive income	91,956	50,275	0
Comprehensive (loss) income attributable to noncontrolling interest	(534)	62	0
Comprehensive income attributable to common stockholders	$ 92,490	$ 50,213	$ 0

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ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2012

ACCOUNTING POLICIES

ACCOUNTING POLICIES

NOTE 2—ACCOUNTING POLICIES

        The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 22, 2012. Certain prior period amounts have been reclassified to conform to the current period presentation.

Business Combinations

        We account for acquisitions using the acquisition method and allocate the cost of the properties acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of in-place leases, acquired lease contracts, tenant and customer relationships, trade names/trademarks and goodwill. We do not amortize goodwill, which represents the excess of the purchase price paid over the fair value of the net assets of the acquired business and is included in other assets on our Consolidated Balance Sheets.

        We estimate the fair value of buildings acquired on an as-if-vacant basis and depreciate the building value over the estimated remaining life of the building, not to exceed 35 years. We determine the allocated 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 by considering the sales prices of similar properties in recent transactions or based on (a) internal analyses of recently acquired and existing comparable properties within our portfolio or (b) real estate tax assessed values in relation to the total value of the asset.

        The fair value of acquired lease intangibles, if any, reflects (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and the in-place lease rent, the resulting intangible asset or liability of which we amortize to revenue over the remaining life of the associated lease plus any bargain renewal periods, 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, which we amortize to amortization expense over the remaining life of the associated lease. If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts of lease intangibles would be recognized in operations at that time.

        We estimate the fair value of purchase option intangible assets or liabilities by discounting the difference between the applicable property's acquisition date fair value and an estimate of the 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. Net real estate assets for which we have recorded a tenant purchase option intangible (excluding properties classified as held for sale) were $526.5 million and $644.0 million at March 31, 2012 and December 31, 2011, respectively.

        We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing business relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant's credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant and amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names/trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name/trademark.

        In connection with a business combination, we may assume the rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. All capital leases acquired or assumed in connection with our recent acquisitions contain bargain purchase options that we intend to exercise. Therefore, we recognized an asset based on the acquisition date fair value of the underlying property and a liability based on the acquisition date fair value of the capital lease obligation. We depreciate assets recognized under capital leases that contain bargain purchase options over the asset's useful life. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable relative to market conditions on the acquisition date, we recognize an intangible asset or liability, respectively, at fair value, and we amortize the recognized asset or liability (excluding purchase option intangibles) to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. We include all lease-related intangible assets and all lease-related intangible liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

        We determine fair value of loans receivable acquired in connection with a business combination by discounting the estimated future cash flows using current interest rates at which similar loans with the same maturities and same terms would be made to borrowers with similar credit ratings. The estimated future cash flows reflect our judgment regarding the uncertainty of those cash flows, so we do not establish a valuation allowance at the acquisition date. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance.

        We estimate the fair value of noncontrolling interest assumed using assumptions that are consistent with those used in valuing all of the underlying assets and liabilities.

        We calculate the fair value of long-term 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 we would expect to incur to replace the 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.

        We record a liability for contingent consideration (included in accounts payable and other liabilities on our Consolidated Balance Sheets) at fair value as of the acquisition date and reassess the fair value at the end of each reporting period, with any changes being recognized in earnings. Increases or decreases in the fair value of the contingent consideration can result from changes in discount periods, discount rates and probabilities that contingencies will be met.

Revenue Recognition

• Triple-Net Leased Properties and MOB Operations

        Certain of our triple-net leases, including a majority of our leases with Brookdale Senior Living Inc. (together with its subsidiaries, "Brookdale Senior Living"), a majority of the leases we acquired in connection with our acquisition of Nationwide Health Properties, Inc. (together with its subsidiaries, "NHP"), and most of our MOB 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 collectibility is reasonably assured. Recognizing rental income on a straight-line basis 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 March 31, 2012 and December 31, 2011, this cumulative excess (net of allowances) totaled $101.8 million and $96.9 million, respectively.

        Our master lease agreements with Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred") (the "Kindred Master Leases") and certain of our other 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.

• Senior Living Operations

        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. Our lease agreements with residents generally have a term of twelve to eighteen months and are cancelable by the resident upon 30 days' notice.

• Other

        We recognize interest income from loans, including discounts and premiums, using the effective interest method when collectibility 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 recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.

        We recognize income from rent, lease termination fees, development services, management advisory services and all other income when all of the following criteria are met in accordance with SEC Staff Accounting Bulletin 104: (i) the applicable agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably assured.

• Allowances

        We assess the collectibility of our rent receivables, including straight-line rent receivables, in accordance with applicable accounting standards and our reserve policy, and we defer recognition of revenue if collectibility is not reasonably assured. We base our assessment of the collectibility of rent receivables (excluding straight-line receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We base our assessment of the collectibility of straight-line receivables on several factors, including, among other things, 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, and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to receive the rent payments due in the future, we defer recognition of the straight-line rental income and, in certain circumstances, provide a reserve against the previously recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not be recovered. If we change our assumptions or estimates regarding the collectibility of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized and/or increase or reduce the reserve against the previously recognized straight-line rent receivable asset.

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, FASB guidance 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 the reporting entity has 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, as well as other inputs for the asset or liability, such as interest rates, foreign exchange rates and yield curves, that are observable at commonly quoted intervals. Level three inputs are unobservable inputs for the asset or liability, which are typically based on the reporting entity's own assumptions, as 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 a reporting entity determines that the volume and level of 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 the transaction for the asset or liability is not orderly, the reporting entity should place little, if any, weight 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:

• •

  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.

  •

  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 maturities and same terms would be made to borrowers with similar credit ratings. Additionally, we determine the valuation allowance for losses on loans receivable using level three inputs.

  •

  Marketable debt 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.

  •

  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: for interest rate caps, we observe forward yield curves and other relevant information; for interest rate swaps, we observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates; and for 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.

  •

  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 make similar borrowings.

  •

  Contingent consideration:  We estimate the fair value of contingent consideration using level three inputs: we assess the probability of expected future cash flows over the period in which the obligation is expected to be settled and apply a discount rate that appropriately captures a market participant's view of the risk associated with the obligation.

  •

  Redeemable OP unitholder interests:  We estimate the fair value of our redeemable Class A limited partnership units using level two inputs: we base it on the closing price of our common stock, as the units may be redeemed at the election of the holder for cash or, at our option, 0.7866 shares of our common stock per unit, subject to adjustment in certain circumstances.

Recently Issued or Adopted Accounting Standards

        In June 2011, the FASB issued Accounting Standards Update ("ASU") 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"), which amends current guidance found in ASC Topic 220, Comprehensive Income. ASU 2011-05 requires entities to present comprehensive income in either (a) one continuous financial statement or (b) two separate but consecutive statements that display net income and the components of other comprehensive income. Totals and individual components of both net income and other comprehensive income must be included in either presentation. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 ("ASU 2011-12"). The provisions of ASU 2011-12 indefinitely defer portions of ASU 2011-05 related to the presentation of reclassifications of items out of accumulated other comprehensive income. We adopted the provisions of ASU 2011-05 and ASU 2011-12 on January 1, 2012.

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EARNINGS PER COMMON SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Numerator for basic and diluted earnings per share:
Income from continuing operations attributable to common stockholders	$ 48,297	$ 48,218
Discontinued operations	42,329	766
Net income attributable to common stockholders	$ 90,626	$ 48,984
Denominator:
Denominator for basic earnings per share - weighted average shares	288,375	160,420
Effect of dilutive securities:
Stock options (in shares)	512	478
Restricted stock awards (in shares)	64	68
OP units (in shares)	1,862	0
Convertible notes (in shares)	0	1,057
Denominator for diluted earnings per share - adjusted weighted average shares	290,813	162,023
Basic earnings per share:
Income from continuing operations attributable to common stockholders (in dollars per share)	$ 0.17	$ 0.30
Discontinued operations (in dollars per share)	$ 0.14	$ 0.01
Net income attributable to common stockholders (in dollars per share)	$ 0.31	$ 0.31
Diluted earnings per share:
Income from continuing operations attributable to common stockholders (in dollars per share)	$ 0.17	$ 0.30
Discontinued operations (in dollars per share)	$ 0.14	$ 0.00
Net income attributable to common stockholders (in dollars per share)	$ 0.31	$ 0.30

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DISPOSITIONS (Tables)

3 Months Ended

Mar. 31, 2012

DISPOSITIONS

Summary of the results of operations of properties sold or classified as held for sale

	For the Three Months Ended March 31,
	2012		2011
	(In thousands)
Revenues:
Rental income	$	2,793	$	2,029
Resident fees and services		2,009		—
Interest and other income		1,819		—
		6,621		2,029
Expenses:
Interest		982		818
Depreciation and amortization		1,439		445
Property-level operating expenses		1,556		—
General, administrative and professional fees		1		—
Other		580		—
		4,558		1,263
Income before income taxes and gain on sale of real estate assets		2,063		766
Income tax benefit		33		—
Gain on sale of real estate assets		40,233		—
Discontinued operations	$	42,329	$	766

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CONCENTRATION OF CREDIT RISK (Details)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Concentration of credit risk
Number of states	46
Number of Canadian provinces	2
Revenue concentration risk percentage	10.00%
Brookdale Senior Living
Concentration of credit risk
Percentage of total revenues derived by third party	7.40%	10.90%
Percentage of net operating income derived from lease agreements	11.90%	16.50%
Total gross book value of properties | Seniors housing communities
Concentration of credit risk
Percentage of real estate investments based on gross book value	66.10%
Total gross book value of properties | Skilled nursing facilities, hospitals, MOBs and other healthcare assets
Concentration of credit risk
Percentage of real estate investments based on gross book value	33.90%
Total gross book value of properties | ATRIA
Concentration of credit risk
Percentage of real estate investments based on gross book value	19.30%
Total gross book value of properties | SUNRISE
Concentration of credit risk
Percentage of real estate investments based on gross book value	14.50%
Total gross book value of properties | Brookdale Senior Living
Concentration of credit risk
Percentage of real estate investments based on gross book value	12.20%
Total gross book value of properties | KINDRED
Concentration of credit risk
Percentage of real estate investments based on gross book value	5.00%
Total revenues | Minimum | Two states
Concentration of credit risk
Number of states accounting for more than 10% of total revenues	2
Total revenues | KINDRED
Concentration of credit risk
Percentage of total revenues derived by third party	11.10%	23.00%
Total NOI | Minimum | California
Concentration of credit risk
Number of states accounting for more than 10% of total revenues	1
Total NOI | KINDRED
Concentration of credit risk
Percentage of net operating income derived from lease agreements	18.00%	35.00%

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INCOME TAXES

3 Months Ended

Mar. 31, 2012

INCOME TAXES

INCOME TAXES

NOTE 12—INCOME TAXES

        We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries ("TRS" or "TRS entities"), which are subject to federal and state income taxes. Although the TRS entities were not liable for any cash federal income taxes for the three months ended March 31, 2012, their federal income tax liabilities may increase in future periods as we exhaust net operating loss carryforwards and as our senior living operations and MOB operations reportable segments grow. Such increases could be significant.

        Our consolidated provision for income taxes for the three months ended March 31, 2012 and 2011 was an expense of $11.3 million and a benefit of $3.2 million, respectively. The income tax expense for the three months ended March 31, 2012 is primarily due to a valuation allowance recorded against certain deferred tax assets. We have determined that these future tax benefits are not more likely than not to be realized. The income tax benefit for the three months ended March 31, 2011 was primarily due to the benefit realized from the loss on extinguishment of debt in the quarter.

        Realization of a deferred tax benefit related to net operating losses is dependent in part upon generating sufficient taxable income in future periods. Our net operating loss carryforwards begin to expire in 2024 with respect to our TRS entities and in 2020 with respect to our other entities.

        Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Net deferred tax liabilities with respect to our TRS entities totaled $269.4 million and $258.7 million as of March 31, 2012 and December 31, 2011, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets and to net operating losses. These amounts include the initial net deferred tax liability related to the ASLG acquisition of $44.6 million and adjustments for activity during the periods from May 12, 2011 through March 31, 2012 and December 31, 2011, respectively.

        Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2008 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2007 and subsequent years. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to 2006 related to entities acquired or formed in connection with our acquisition of Sunrise Senior Living REIT in 2007.