Exhibit 99.2

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2011 and For the Year Ended December 31, 2010

On May 12, 2011, Ventas, Inc. (“Ventas” or the “Company”) acquired substantially all of the real estate assets and working capital of privately-owned Atria Senior Living Group, Inc. (“Atria”) (including assets owned by Atria’s affiliate, One Lantern Senior Living Inc (“One Lantern”)).  The Company funded a portion of the purchase price through the issuance of 24.9 million shares of Ventas common stock (which shares had a total value of $1.38 billion based on the May 12, 2011 closing price of Ventas common stock of $55.33 per share). As a result of the transaction, Ventas added to its senior living operating portfolio 117 private pay seniors housing communities and one development land parcel.

On July 1, 2011, Ventas acquired Nationwide Health Properties, Inc. (“NHP”) in a stock-for-stock transaction.  Pursuant to the terms and subject to the conditions set forth in the agreement and plan of merger dated as of February 27, 2011, at the effective time of the merger, each outstanding share of NHP common stock (other than shares owned by Ventas or any of its subsidiaries or any wholly owned subsidiary of NHP) was converted into the right to receive 0.7866 shares of Ventas common stock, with cash paid in lieu of fractional shares.  The Company issued 99.8 million shares of Ventas common stock (which shares had a total value of $5.37 billion based on the July 1, 2011 closing price of Ventas common stock of $53.74 per share).  In connection with the acquisition, Ventas paid $105 million at closing to repay amounts then outstanding and terminated the commitments under NHP’s revolving credit facility. The NHP acquisition added 643 seniors housing and healthcare properties to the Company’s portfolio (including properties that are owned through joint ventures).

The following unaudited pro forma condensed consolidated financial information sets forth:

·                  Ventas’s historical consolidated statements of income for the nine months ended September 30, 2011 (which includes actual results for the acquired Atria and One Lantern assets for the period from May 12, 2011 through September 30, 2011 and actual results for the acquired NHP assets for the period from July 1, 2011 through September 30, 2011), derived from the Company’s unaudited consolidated financial statements, and for the year ended December 31, 2010, derived from the Company’s audited consolidated financial statements;

·                  Pro forma adjustments to give effect to Ventas’s 2011 and 2010 acquisitions and other investments (excluding the Atria, One Lantern and NHP acquisitions), receipt of mortgage loans receivable repayments, dispositions, significant debt activity and February 2011 equity issuance on Ventas’s consolidated statements of income for the nine months ended September 30, 2011 and for the year ended December 31, 2010, as if these transactions occurred on January 1, 2010;

·                  The historical consolidated statements of operations of Atria and One Lantern for the three months ended March 31, 2011, derived from Atria’s and One Lantern’s unaudited condensed consolidated financial statements, respectively, and for the year ended December 31, 2010, derived from Atria’s and One Lantern’s audited consolidated financial statements, respectively;

·                  Pro forma adjustments to give effect to Ventas’s acquisition of Atria and One Lantern on Ventas’s consolidated statements of income for the nine months ended September 30, 2011 and for the year ended December 31, 2010, as if the acquisition closed on January 1, 2010;

·                  The historical consolidated statements of income of NHP for the six months ended June 30, 2011, derived from NHP’s unaudited condensed consolidated financial statements, and for the year ended December 31, 2010, derived from NHP’s audited consolidated financial statements;

·                  Pro forma adjustments to give effect to NHP’s 2011 and 2010 acquisitions and other investments, dispositions, significant debt activity and equity issuances on NHP’s consolidated statements of income for the six months ended June 30, 2011 and for the year ended December 31, 2010, as if these transactions occurred on January 1, 2010; and

·                  Pro forma adjustments to give effect to Ventas’s acquisition of NHP on Ventas’s consolidated statements of income for the nine months ended September 30, 2011 and for the year ended December 31, 2010, as if the acquisition closed on January 1, 2010.

Certain assets and liabilities of Atria and One Lantern included in the historical consolidated financial information (consisting primarily of certain working capital, property leases, insurance items and property management services) were not acquired by Ventas and have been so reflected in the pro forma adjustments.  Also, certain intercompany activity between Atria, One Lantern and NHP has been eliminated in the pro forma adjustments.

These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only and are based on assumptions and estimates considered appropriate by Ventas’s management; however, they are not necessarily indicative of Ventas’s actual consolidated financial condition or results of operations had the transactions been consummated as of the dates indicated, nor do they purport to represent Ventas’s future consolidated financial position or results of operations. These unaudited pro forma condensed consolidated financial statements do not include the impact of any synergies or lower borrowing costs that may be achieved as a result of the acquisitions or any strategies that management may consider in order to continue to efficiently manage Ventas’s operations.  This pro forma condensed consolidated financial information should be read in conjunction with:

·                  Ventas’s unaudited consolidated financial statements and the related notes thereto as of and for the nine months ended September 30, 2011 included in the Company’s Quarterly Report on Form 10-Q for the quarter then ended, filed with the Securities and Exchange Commission (“SEC”) on November 7, 2011;

·                  Ventas’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2010 included in the Company’s Annual Report on Form 10-K for the year then ended, filed with the SEC on February 18, 2011;

·                  Atria’s and One Lantern’s unaudited condensed consolidated financial statements and the related notes thereto as of and for the three months ended March 31, 2011 included in the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2011;

·                  Atria’s and One Lantern’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2010 included in the Company’s Current Report on Form 8-K, filed with the SEC on April 11, 2011; and

·                  NHP’s unaudited condensed consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2011 included in this Current Report on Form 8-K; and

·                  NHP’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2010 included in the Company’s Current Report on Form 8-K, filed with the SEC on April 11, 2011.

The Company is accounting for the Atria, One Lantern and NHP acquisitions under the acquisition method of accounting.  The total purchase prices have been allocated to the assets acquired and liabilities assumed based upon their respective fair values.  The allocation of the purchase prices reflected in these unaudited pro forma condensed consolidated financial statements is subject to further adjustment. Amounts initially allocated to identifiable tangible and intangible assets and liabilities could change from those used in the unaudited pro forma condensed consolidated financial statements and could result in a change in depreciation and amortization of tangible and intangible assets and liabilities.

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the nine months ended September 30, 2011

(In thousands, except per share amounts)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the year ended December 31, 2010

(In thousands, except per share amounts)

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

VENTAS, INC.

NOTES AND MANAGEMENT’S ASSUMPTIONS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — BASIS OF PRO FORMA PRESENTATION

Ventas, Inc. (“Ventas” or the “Company”) is a real estate investment trust (“REIT”) with a geographically diverse portfolio of seniors housing and healthcare properties in the United States and Canada.  The historical consolidated financial statements of Ventas include the accounts of the Company and its wholly owned subsidiaries and joint venture entities over which it exercises control.

On May 12, 2011, Ventas acquired substantially all of the real estate assets and working capital of privately-owned Atria Senior Living Group, Inc. (“Atria”) (including assets owned by Atria’s affiliate, One Lantern Senior Living Inc (“One Lantern”)).  The Company funded a portion of the purchase price through the issuance of 24.9 million shares of Ventas common stock (which shares had a total value of $1.38 billion based on the May 12, 2011 closing price of Ventas common stock of $55.33 per share). As a result of the transaction, Ventas added to its senior living operating portfolio 117 private pay seniors housing communities and one development land parcel.

On July 1, 2011, Ventas acquired Nationwide Health Properties, Inc. (“NHP”) in a stock-for-stock transaction.  Pursuant to the terms and subject to the conditions set forth in the agreement and plan of merger dated as of February 27, 2011, at the effective time of the merger, each outstanding share of NHP common stock (other than shares owned by Ventas or any of its subsidiaries or any wholly owned subsidiary of NHP) was converted into the right to receive 0.7866 shares of Ventas common stock, with cash paid in lieu of fractional shares.  The Company issued 99.8 million shares of Ventas common stock (which shares had a total value of $5.37 billion based on the July 1, 2011 closing price of Ventas common stock of $53.74 per share).  In connection with the acquisition, Ventas paid $105 million at closing to repay amounts then outstanding and terminated the commitments under NHP’s revolving credit facility. The NHP acquisition added 643 seniors housing and healthcare properties to the Company’s portfolio (including properties that are owned through joint ventures).

NOTE 2 — VENTAS AND NHP 2011 AND 2010 TRANSACTIONS ADJUSTMENTS

(A)  Adjustments reflect the effect on Ventas’s and NHP’s historical consolidated statements of income as if Ventas or NHP had consummated its significant 2011 and 2010 transactions on January 1, 2010.  With respect to Ventas, these adjustments primarily relate to: recording of income statement activity specific to the 2010 acquisition of Lillibridge Healthcare Services, Inc. and the 2010 acquisition of Sunrise Senior Living, Inc.’s noncontrolling interests in certain consolidated entities; decreasing interest income for mortgage loans receivable that were fully repaid to Ventas in 2011; increasing interest expense for a $200 million unsecured term loan entered into during 2010, a $400 million 3.125% senior notes issuance in 2010, and a $700 million 4.750% senior notes issuance in 2011; and decreasing interest expense for the redemption of $200 million 6½% senior notes in 2011.  With respect to NHP, these adjustments primarily relate to: recording of income statement activity for 2011 and 2010 acquisitions (59 properties subject to triple-net leases and 21 multi-tenant medical office buildings); increasing income from loans and other investments for the funding or acquisition of eight new mortgage loans; decreasing interest expense for the prepayment of $118.3 million of secured debt; increasing interest expense for $175 million of credit facility borrowings; and adjusting shares used in computing earnings per share for equity issuances.

NOTE 3 — ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(B)        Reflects historical results of operations of Atria for the three months ended March 31, 2011 or for the year ended December 31, 2010, as applicable.  Certain amounts have been reclassified to conform to Ventas’s presentation.

(C)        Reflects historical results of operations of One Lantern for the three months ended March 31, 2011 or for the year ended December 31, 2010, as applicable.  Certain amounts have been reclassified to conform to Ventas’s presentation.

(D)       Represents adjustments to record the acquisition of Atria and One Lantern by Ventas.  The calculation of the allocated purchase price is as follows (in millions, except per share amounts):

(1)          Equity issued based on the May 12, 2011 closing price of Ventas common stock consistent with the requirements of Accounting Standards Codification (“ASC”) 805, Business Combinations.

(E)         Reflects historical results of operations of NHP for the six months ended June 30, 2011 or for the year ended December 31, 2010, as applicable.  Certain amounts have been reclassified to conform to Ventas’s presentation.

(F)         Represents adjustments to record the acquisition of NHP by Ventas.  Additionally, certain intercompany activity between Atria, One Lantern and NHP has been eliminated. The calculation of the allocated purchase price is as follows (in millions, except per share amounts):

(1)          Equity issued based on the July 1, 2011 closing price of Ventas common stock consistent with the requirements of ASC 805, Business Combinations.

(2)          Includes NHP’s portion of debt related to its investments in unconsolidated entities.

(G)        Reflects adjustments to eliminate historical revenues and expenses of Atria and One Lantern attributable to assets or liabilities that Ventas did not acquire or assume as part of the acquisition.  Additionally, reflects adjustments to record revenues and expenses for the period from April 1, 2011 through May 11, 2011.

(H)       Represents the following adjustments (in millions):

(I)            Based on the purchase price allocation, Ventas allocated $342 million to land and improvements and $2.9 billion to buildings and improvements. Depreciation expense is calculated on a straight-line basis based on Ventas’s purchase price allocation and using a 35-year life for buildings and permanent structural improvements, a five-year life for furniture and equipment and a 10-year life for land improvements. Additionally, Ventas’s purchase price allocation includes $102 million of acquired in-place lease intangibles, which will be amortized over the average remaining life of these leases (approximately eighteen months).  Further, the adjustment reflects the elimination of historical depreciation expense related to assets Ventas did not acquire and the recording of depreciation and amortization for the period from April 1, 2011 through May 11, 2011.

(J)           Reflects adjustments to eliminate historical expenses of Atria and One Lantern attributable to assets or liabilities that Ventas did not acquire or assume as part of the acquisition, offset by the 5% management fee Ventas pays to Atria for management services related to the acquired communities.  Further, the adjustment reflects the recording of historical expenses for the period from April 1, 2011 through May 11, 2011.

(K)       Reflects adjustments to eliminate historical income from unconsolidated entities and loss attributable to noncontrolling interest of One Lantern attributable to net assets that Ventas did not acquire as part of the acquisition.

(L)         Reflects adjustments to eliminate the historical tax benefit of Atria, offset by the estimated tax benefit Ventas expects to recognize due to the acquisition.

(M)    Reflects the issuance of 24.9 million shares of Ventas common stock upon consummation of the Atria and One Lantern acquisition and Ventas’s February 2011 issuance of 5.6 million shares of common stock.

(N)       Reflects the net amortization of above and below market lease intangibles recorded by Ventas as a result of the NHP acquisition and the elimination of certain intercompany activity between Atria, One Lantern and NHP.

(O)       Reflects the net amortization of above and below market lease intangibles recorded by Ventas as a result of the NHP acquisition and the elimination of NHP’s historical amortization related to above and below market lease intangibles.

(P)         Reflects adjustments to eliminate revenues and expenses of NHP attributable to assets or liabilities that Ventas did not acquire or assume as part of the acquisition and the elimination of certain intercompany activity between Atria, One Lantern and NHP.

(Q)       Represents the following adjustments (in millions):

(R)        Based on the initial purchase price allocation, Ventas allocated $705 million to land and improvements and $6.4 billion to buildings and improvements. Depreciation expense is calculated on a straight-line basis based on Ventas’s purchase price allocation and using an average 35-year life for buildings and permanent structural improvements, a five-year life for furniture and equipment, an average ten-year life for land improvements and an average six-year life for tenant improvements. Additionally, Ventas’s purchase price allocation includes $185 million of in-place acquired lease intangibles, which will be amortized over the average remaining life of these leases (approximately ten years).  Further, the adjustment reflects the elimination of certain intercompany activity between Atria, One Lantern and NHP.

(S)         Reflects the elimination of certain intercompany activity between Atria, One Lantern and NHP.

(T)        Reflects the adjustment to NHP’s historical income related to certain joint ventures as a result of the preliminary estimated fair value for the assets and liabilities acquired that will be depreciated and amortized over the estimated remaining useful life.

(U)       Adjustment required to account for the issuance of 99.8 million shares of Ventas common stock to consummate the acquisition.

(V)        Reflects adjustment to eliminate gains and expenses of NHP attributable to transactions that would not have occurred had the acquisition closed on January 1, 2010.

(W)   Reflects adjustment to eliminate the historical loss on extinguishment of debt related to the Ventas debt repaid with proceeds from the February 2011 equity issuance, as this loss was recognized in the unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2010.

(X)       Reflects adjustment to eliminate historical expense of Atria and recognize loss related to the Ventas debt repaid with proceeds from the February 2011 equity issuance.

NOTE 5 — FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS

Ventas’s historical and pro forma funds from operations (“FFO”) and normalized FFO for the nine months ended September 30, 2011 and the year ended December 31, 2010 are summarized as follows (in thousands):

VENTAS, INC.

UNAUDITED PRO FORMA FFO AND NORMALIZED FFO

For the nine months ended September 30, 2011

(In thousands, except per share amounts)