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 position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, acquisitions, investment opportunities, merger integration, growth opportunities, dispositions, expected lease income, continued qualification as a real estate investment trust ("REIT"), plans and objectives of management for future operations and statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from 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 depending on a variety of factors discussed in our filings with the Securities and Exchange Commission (the "Commission"). These factors include without limitation:

• The ability and willingness of our operators, tenants, borrowers, managers and other third parties to meet and/or perform the 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 operators, tenants, 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 or investments, including those in different asset types and outside the United States;

• 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 cost of borrowing as a result of changes in interest rates and other factors;

• The ability of our operators and managers, as applicable, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients;

• The results of litigation affecting us;

• Changes in general economic conditions and/or economic conditions in the markets in which we may, from time to time, compete, and the effect of those changes on our revenues and our ability to access the capital markets or other sources of funds;

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

• Our ability and willingness to maintain our qualification as a REIT due to economic, market, legal, tax or other considerations;

• Final determination of our taxable net income for the year ended December 31, 2008 and for the year ending December 31, 2009;

• Risks associated with our senior living operating portfolio, such as factors causing volatility in our operating income and earnings generated by our properties, including without limitation national and regional economic conditions, costs of materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties;

• The movement of U.S. and Canadian exchange rates;

• Year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators, including the rent escalator for Master Lease 2 with Kindred, and our earnings;

• Our ability and the ability of our operators, tenants, borrowers and managers to obtain and maintain adequate liability and other insurance from reputable and 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 operators, tenants, borrowers and managers and the ability of our operators, tenants, borrowers and managers to accurately estimate the magnitude of those claims;

• The ability and willingness of the lenders under our unsecured revolving credit facilities to fund, in whole or in part, borrowing requests made by us from time to time;

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

• The impact of any financial, accounting, legal or regulatory issues that may affect our major tenants, operators or managers.

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

Kindred, Sunrise and Brookdale Senior Living Information

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

Background Information

We are a REIT with a geographically diverse portfolio of seniors housing and healthcare properties in the United States and Canada. As of March 31, 2009, this portfolio consisted of 507 assets: 243 seniors housing communities, 193 skilled nursing facilities, 40 hospitals and 31 medical office buildings ("MOBs") and other properties in 43 states and two Canadian provinces. With the exception of our seniors housing communities that are managed by Sunrise pursuant to long-term management agreements and the majority of our MOBs, we lease our properties to healthcare operating companies under "triple-net" or "absolute-net" leases, which require the tenants to pay all property-related expenses. We also had real estate loan investments relating to seniors housing and healthcare companies as of March 31, 2009.

We conduct substantially all of our business through our wholly owned subsidiaries, Ventas Realty, Limited Partnership ("Ventas Realty"), PSLT OP, L.P. and Ventas SSL, Inc. Our primary business consists of acquiring, financing and owning seniors housing and healthcare properties and leasing those properties to third parties or operating those properties through independent third-party managers.

Our business strategy is comprised of three principal objectives: (1) portfolio diversification; (2) stable earnings and growth; and (3) maintaining a strong balance sheet and liquidity. While current conditions in the capital markets persist, maintaining a strong balance sheet and liquidity will be our primary focus.

As of March 31, 2009, approximately 38.7%, 22.3% and 14.8% of our properties, based on the gross book value of real estate investments, were managed or operated by Sunrise, Brookdale Senior Living and Kindred, respectively. Approximately 44.5%, 13.0% and 26.3% of our total revenues and 19.6%, 19.4% and 39.1% of our total net operating income ("NOI") (including amounts in discontinued operations) for the three months ended March 31, 2009 were attributable to senior living operations managed by Sunrise, our leases with Brookdale Senior Living and our master lease agreements with Kindred (the "Kindred Master Leases"), respectively. Seniors housing communities and skilled nursing facilities constituted approximately 74.5% and 13.3%, respectively, of our portfolio, based on the gross book value of real estate investments, as of March 31, 2009.

Recent Developments

Kindred Update

On April 30, 2009, Kindred renewed, through April 30, 2015, its leases covering 109 healthcare assets owned by us whose base term would have expired on April 30, 2010. The assets whose lease term has been extended include 87 skilled nursing facilities and 22 long-term acute care hospitals that are contained within ten different renewal bundles in the Kindred Master Leases. Kindred retains two sequential renewal options for these assets.

On April 30, 2009, we agreed to sell six underperforming skilled nursing facilities to Kindred for total consideration of $58 million, consisting of a $55.7 million purchase price and a $2.3 million lease termination fee. Cash rent for these assets for the May 1, 2009 to April 30, 2010 lease year is approximately $5.8 million. The sales of these facilities are expected to be completed in one or more closings on or before June 30, 2009; however, we cannot give any assurances as to whether or when these sales will occur. On May 1, 2009, Kindred deposited an aggregate of $5 million in earnest money as performance security under the agreements. We expect to recognize a gain on these sales of more than $35 million in the second quarter of 2009. Each of the six facilities will be removed from the Kindred Master Leases upon completion of the sale of the assets. One of the assets to be sold is included among the 109 assets whose base term was renewed by Kindred to 2015 and the remaining five assets to be sold have lease terms expiring April 30, 2013.

Senior Notes and Common Stock Offerings

In April 2009, we completed the sale of $200.0 million aggregate principal amount of 6 1/2% senior notes due 2016 (the "2016 Notes") of Ventas Realty and a wholly owned subsidiary, Ventas Capital Corporation ("Ventas Capital" and together with Ventas Realty, the "Issuers"), in an underwritten public offering pursuant to our shelf registration statement. In April 2009, we also completed the sale of 13,062,500 shares of our common stock in an underwritten public offering pursuant to our shelf registration statement. We used the net proceeds from the offerings (approximately $465.7 million) to fund our cash tender offers with respect to certain outstanding series of senior notes issued by the Issuers (described below), to repay debt and for general corporate purposes.

Tender Offers

In May 2009, we completed our cash tender offers for up to $310.0 million aggregate purchase price of the outstanding 6 3/4% senior notes due 2010 (the "2010 Notes"), 9% senior notes due 2012 (the "2012 Notes"), 6 5/8% senior notes due 2014 (the "2014 Notes") and 7 1/8% senior notes due 2015 (the "2015 Notes") issued by the Issuers. As a result of the tender offers, we repurchased $100.7 million principal amount of 2010 Notes, $104.4 million principal amount of 2012 Notes, $98.1 million principal amount of 2014 Notes and $2.9 million principal amount of 2015 Notes, and we expect to recognize a loss on extinguishment of debt of approximately $7 million in the second quarter of 2009.

Government Regulation

Medicare Reimbursement; Long-Term Acute Care Hospitals

On May 1, 2009, the Centers for Medicare & Medicaid Services ("CMS") placed on public display, for a projected May 22, 2009 publication, its proposed rule updating the prospective payment system for long-term acute care hospitals (LTAC PPS) for the 2010 fiscal year (October 1, 2009 through September 30, 2010). Under the proposed rule, the update for standard federal payment rates for long-term acute care hospitals would include a 2.4% increase in the hospital market basket index less a 1.8% adjustment for changes in documentation and coding practices related to a patient's illness severity. The proposed rule also provides for increases in discharge rates for short stay and high cost outliers. CMS estimates that net payments to long-term acute care hospitals under the proposed rule would increase by approximately $135 million, or 2.8%, in fiscal year 2010.

This rule is a proposed rule and is not final. Comments on the proposed rule may be submitted to CMS through June 30, 2009. The rule also proposes other changes that could affect net payments to long-term acute care facilities, including lowering the outlier threshold for the upcoming rate year and the possibility of establishing a specific long-term acute care market basket. We are currently analyzing this proposed rule to ascertain its financial implications for the long-term acute care hospitals operated by our tenants.

We cannot assure you that the final rule 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").

Medicare Reimbursement; Skilled Nursing Facilities

On May 1, 2009, CMS placed on public display, for a projected May 12, 2009 publication, its proposed rule updating the prospective payment system for skilled nursing facilities (SNF PPS) for the 2010 fiscal year (October 1, 2009 through September 30, 2010). The proposed rule would increase the market basket for Medicare payments to skilled nursing facilities by 2.1% for the 2010 fiscal year. CMS also proposed a recalibration in the case-mix indices for the resource utilization groups (RUGs) used to determine the daily payment for beneficiaries in skilled nursing facilities that would reduce payments to skilled nursing facilities by 3.3% in fiscal year 2010. CMS estimates that these adjustments would result in a decrease in payments to skilled nursing facilities of $390 million, or 1.2%, in fiscal year 2010.

This rule is a proposed rule and is not final. The rule also proposes other changes that could affect net payments to skilled nursing facilities, including, by way of example, implementation of RUG-IV for fiscal year 2011, which would include an increase in the total number of RUG categories to 66 and a possible new requirement for the quarterly reporting of nursing home staffing data. Comments on the proposed rule may be submitted to CMS through June 30, 2009. We are currently analyzing this proposed rule to ascertain its financial implications for the skilled nursing facilities operated by our tenants.

We cannot assure you that the final rule or other future updates to SNF PPS or Medicare reimbursement for skilled nursing facilities will not materially adversely impact our operators, which, in turn, could have a Material Adverse Effect on us.

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 U.S. generally accepted accounting principles ("GAAP"), which requires us to make estimates and judgments about future events that affect the reported amounts in the financial statements and the related disclosures. We base estimates on our experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. The critical accounting policies used in the preparation of our Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q are described in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the Commission on February 27, 2009.

Results of Operations

Three Months Ended March 31, 2009 and 2008

The table below shows our results of operations for the three months ended
March 31, 2009 and 2008 and the dollar and percentage changes in those results
from period to period (dollars in thousands).



                                                      For the Three Months
                                                         Ended March 31,                Change
                                                       2009           2008            $           %
Revenues:
Rental income                                       $   124,345     $ 119,661     $   4,684       3.9 %
Resident fees and services                              102,939       107,726        (4,787 )    (4.4 )
Income from loans and investments                         3,281           467         2,814      >100
Interest and other income                                   286           818          (532 )   (65.0 )

Total revenues                                          230,851       228,672         2,179       1.0

Expenses:
Interest                                                 46,613        52,351        (5,738 )   (11.0 )
Depreciation and amortization                            49,885        70,514       (20,629 )   (29.3 )
Property-level operating expenses                        75,468        76,957        (1,489 )    (1.9 )
General, administrative and professional fees
(including non-cash stock-based compensation
expense of $3,059 and $1,949 for the three months
ended 2009 and 2008, respectively)                       10,598         8,257         2,341      28.4
Foreign currency gain                                        (6 )         (79 )          73     (92.4 )
Loss (gain) on extinguishment of debt                       105           (79 )         184      >100
Merger-related expenses and deal costs                    2,054           646         1,408      >100

Total expenses                                          184,717       208,567       (23,850 )   (11.4 )

Income before income taxes, discontinued
operations and noncontrolling interest                   46,134        20,105        26,029      >100
Income tax benefit                                          547        10,038        (9,491 )   (94.6 )

Income from continuing operations                        46,681        30,143        16,538      54.9
Discontinued operations                                  28,288         1,489        26,799      >100

Net income                                               74,969        31,632        43,337      >100
Noncontrolling interest, net of tax                         741           478           263      55.0

Net income attributable to common stockholders      $    74,228     $  31,154     $  43,074      >100 %

Revenues

The increase in our first quarter 2009 rental income over the same period in 2008 primarily reflects $1.8 million of additional rent resulting from the annual escalator in the rent paid under the Kindred Master Leases effective May 1, 2008, $2.2 million in additional rent relating to MOBs acquired during 2008 and various other escalations in the rent paid on our existing properties. Rental income included in discontinued operations was $0.5 million and $4.9 million for the three months ended March 31, 2009 and 2008, respectively.

Revenues related to our triple-net leased properties segment are received directly from the tenant operator of the property based on the terms of the lease and are generally fixed amounts, with annual escalators (subject to certain limitations). Therefore, while occupancy information is relevant to the operations of the tenant, our revenues and financial results are not directly impacted by the overall occupancy levels or profits at the triple-net leased properties.

Resident fees and services consist of all amounts earned from residents at our seniors housing communities that are managed by Sunrise, including rental fees related to resident leases, extended health care fees and other ancillary service income. The decrease in resident fees and services during the first quarter of 2009 over the same period in 2008 can be attributed primarily to the movements in the Canadian dollar exchange rate, which had an unfavorable impact of $3.9 million in 2009, and lower average resident occupancy. Average resident occupancy rates related to these properties were as follows:

                                                                            Average Resident Occupancy
                                       Number of Communities           For the Three Months Ended March 31,
                                        2009            2008              2009                      2008
Stabilized Communities                       78              73                 89.0 %                    91.7 %
Lease-Up Communities                          1               6                 63.8 %                    58.5 %

Total                                        79              79                 88.1 %                    88.7 %

                                                                              Average Resident Occupancy
                                         Number of Communities           For the Three Months Ended March 31,
                                          2009            2008              2009                      2008
Same-Store Stabilized Communities              73              73                 89.5 %                    91.7 %
Same-Store Lease-Up Communities                 6               6                 74.4 %                    58.5 %

Total                                          79              79                 88.1 %                    88.7 %

The increase in our first quarter 2009 income from loans and investments over the same period in 2008 is primarily due to interest earned on debt investments made subsequent to the first quarter of 2008.

Expenses

Interest expense included in discontinued operations was $0.2 million and $2.1 million for the three months ended March 31, 2009 and 2008, respectively. Total interest expense, including interest allocated to discontinued operations, decreased $7.6 million in 2009 over 2008, primarily due to an $8.9 million reduction in interest from lower effective interest rates, partially offset by $1.2 million of additional interest from higher loan balances. Interest expense includes $1.5 million and $1.6 million of amortized deferred financing fees for the three months ended March 31, 2009 and 2008, respectively. Our effective interest rate decreased to 5.6% for the three months ended March 31, 2009, from 6.7% for the same period in 2008. Movements in the Canadian dollar exchange rate had a favorable impact on interest expense of $0.3 million for the three months ended March 31, 2009, compared to the same period in 2008.

Depreciation and amortization expense decreased primarily due to a decrease in amortization expense of approximately $21.5 million related to in-place lease intangibles primarily related to the Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT") acquisition. These in-place lease intangibles were fully amortized during the second quarter of 2008.

Property-level operating expenses decreased primarily due to the movements in the Canadian dollar exchange rate and lower management fees for the three months ended March 31, 2009 pursuant to the terms of our management agreements with Sunrise. Property-level operating expenses include all expenses related to our MOB operations and all amounts incurred for the operations of our seniors housing communities managed by Sunrise, such as labor, food, utilities, marketing, management and other property operating costs.

The increase in our first quarter 2009 general, administrative and professional fees over the same period in 2008 is a result of higher employee levels and personnel costs resulting from our enterprise growth and increases in professional fees and non-cash stock-based compensation.

Merger-related expenses and deal costs for 2009 and 2008 primarily consist of expenses relating to our litigation with HCP, Inc. arising out of the Sunrise REIT acquisition and deal costs now required by GAAP to be expensed rather than capitalized into asset cost.

Other

Income tax benefit represents a deferred benefit which is due solely to our taxable REIT subsidiaries as a direct result of the Sunrise REIT acquisition. See "Note 8-Income Taxes" of the Notes to Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

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