HEALTH CARE REIT INC /DE/ (Form: 10-Q, Received: 05/10/2010 16:40:01)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010


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 1-8923

HEALTH CARE REIT, INC.

(Exact name of registrant as specified in its charter )


Delaware		34-1096634

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

One SeaGate, Suite 1500, Toledo, Ohio		43604

(Address of principal executive office)		(Zip Code)

(419) 247-2800
(Registrant’s telephone number, including area code)

(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 the filing requirements for at least the past 90 days. Yes þ 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 o 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 þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

As of April 30, 2010, the registrant had 124,112,014 shares of common stock outstanding.

TABLE OF CONTENTS


	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets — March 31, 2010 and December 31, 2009		3

Consolidated Statements of Income — Three months ended March 31, 2010 and 2009		4

Consolidated Statements of Equity — Three months ended March 31, 2010 and 2009		5

Consolidated Statements of Cash Flows — Three months ended March 31, 2010 and 2009		6

Notes to Unaudited Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3. Quantitative and Qualitative Disclosures About Market Risk		46

Item 4. Controls and Procedures		47

PART II. OTHER INFORMATION

Item 1A. Risk Factors		47

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		47

Item 5. Other Information		47

Item 6. Exhibits		48

Signatures		49
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

HEALTH CARE REIT, INC. AND SUBSIDIARIES


	March 31,			December 31,
	2010			2009
	(Unaudited)			(Note)
	(In thousands)
Assets
Real estate investments:
Real property owned:
Land and land improvements	$	551,594		$	521,055
Buildings and improvements		5,512,467			5,185,328
Acquired lease intangibles		147,957			127,390
Real property held for sale, net of accumulated depreciation		27,607			45,686
Construction in progress		374,849			456,832

Gross real property owned		6,614,474			6,336,291
Less accumulated depreciation and amortization		(718,671	)		(677,851	)

Net real property owned		5,895,803			5,658,440
Real estate loans receivable:
Real estate loans receivable		444,457			427,363
Less allowance for losses on loans receivable		(5,025	)		(5,183	)

Net real estate loans receivable		439,432			422,180

Net real estate investments		6,335,235			6,080,620
Other assets:
Equity investments		166,654			5,816
Deferred loan expenses		25,405			22,698
Cash and cash equivalents		36,558			35,476
Restricted cash		17,692			23,237
Receivables and other assets		192,834			199,339

Total other assets		439,143			286,566

Total assets	$	6,774,378		$	6,367,186


Liabilities and equity
Liabilities:
Borrowings under unsecured lines of credit arrangements	$	425,000		$	140,000
Senior unsecured notes		1,677,518			1,653,027
Secured debt		725,969			620,995
Accrued expenses and other liabilities		185,975			145,713

Total liabilities		3,014,462			2,559,735
Equity:
Preferred stock, $1.00 par value		287,974			288,683
Common stock, $1.00 par value		123,979			123,385
Capital in excess of par value		3,916,837			3,900,666
Treasury stock		(11,303	)		(7,619	)
Cumulative net income		1,578,990			1,547,669
Cumulative dividends		(2,147,690	)		(2,057,658	)
Accumulated other comprehensive income		(4,092	)		(2,891	)
Other equity		5,539			4,804

Total Health Care REIT, Inc. stockholders’ equity		3,750,234			3,797,039
Noncontrolling interests		9,682			10,412

Total equity		3,759,916			3,807,451

Total liabilities and equity	$	6,774,378		$	6,367,186

NOTE: The consolidated balance sheet at December 31, 2009 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

HEALTH CARE REIT, INC. AND SUBSIDIARIES


	Three Months Ended
	March 31,
	2010			2009
	(In thousands, except per share data)
Revenues:
Rental income	$	142,715		$	127,409
Interest income		9,048			9,953
Other income		996			1,484

Total revenues		152,759			138,846
Expenses:
Interest expense		29,791			26,679
Property operating expenses		12,513			11,049
Depreciation and amortization		43,387			38,198
Transaction costs		7,714			—
General and administrative		16,821			17,361
Loss (gain) on extinguishment of debt		18,038			(1,678	)
Provision for loan losses		—			140

Total expenses		128,264			91,749

Income from continuing operations before income taxes and income from unconsolidated joint ventures		24,495			47,097
Income tax expense		(84	)		(50	)
Income from unconsolidated joint ventures		768			—

Income from continuing operations		25,179			47,047
Discontinued operations:
Net gain on sales of properties		6,718			17,036
Income (loss) from discontinued operations, net		(203	)		2,562

Discontinued operations, net		6,515			19,598

Net income		31,694			66,645
Less: Preferred stock dividends		5,509			5,524
Net income attributable to noncontrolling interests		373			2

Net income attributable to common stockholders	$	25,812		$	61,119


Average number of common shares outstanding:
Basic		123,270			108,214
Diluted		123,790			108,624

Earnings per share:
Basic:
Income from continuing operations attributable to common stockholders	$	0.16		$	0.38
Discontinued operations, net		0.05			0.18

Net income attributable to common stockholders*	$	0.21		$	0.56


Diluted:
Income from continuing operations attributable to common stockholders	$	0.16		$	0.38
Discontinued operations, net		0.05			0.18

Net income attributable to common stockholders*	$	0.21		$	0.56


Dividends declared and paid per common share	$	0.68		$	0.68


*		Amounts may not sum due to rounding

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

HEALTH CARE REIT, INC. AND SUBSIDIARIES


(in thousands)	Three Months Ended March 31, 2010
																	Accumulated
						Capital in											Other
	Preferred			Common		Excess of			Treasury			Cumulative		Cumulative			Comprehensive			Other			Noncontrolling
	Stock			Stock		Par Value			Stock			Net Income		Dividends			Income			Equity			Interests			Total
Balances at beginning of period	$	288,683		$	123,385	$	3,900,666		$	(7,619	)	$	1,547,669	$	(2,057,658	)	$	(2,891	)	$	4,804		$	10,412		$	3,807,451
Comprehensive income:
Net income													31,321											373			31,694
Other comprehensive income:
Unrealized gain (loss) on equity investments																		90									90
Cash flow hedge activity																		(1,291	)								(1,291	)

Total comprehensive income																											30,493

Contributions by noncontrolling interests																								1,359			1,359
Distributions to noncontrolling interests																								(2,462	)		(2,462	)
Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures					577		24,044			(3,684	)										(238	)					20,699
Equity component of convertible debt							(8,565	)																			(8,565	)
Conversion of preferred stock		(709	)		17		692																				—
Option compensation expense																					973						973
Cash dividends paid:
Common stock															(84,523	)											(84,523	)
Preferred stock, Series D															(1,969	)											(1,969	)
Preferred stock, Series E															(28	)											(28	)
Preferred stock, Series F															(3,336	)											(3,336	)
Preferred stock, Series G															(176	)											(176	)

Balances at end of period	$	287,974		$	123,979	$	3,916,837		$	(11,303	)	$	1,578,990	$	(2,147,690	)	$	(4,092	)	$	5,539		$	9,682		$	3,759,916


	Three Months Ended March 31, 2009
																Accumulated
						Capital in										Other
	Preferred			Common		Excess of		Treasury			Cumulative		Cumulative			Comprehensive			Other		Noncontrolling
	Stock			Stock		Par Value		Stock			Net Income		Dividends			Income			Equity		Interests			Total
Balances at beginning of period	$	289,929		$	104,635	$	3,204,690	$	(5,145	)	$	1,354,400	$	(1,723,819	)	$	(1,113	)	$	4,105	$	10,603		$	3,238,285
Comprehensive income:
Net income												66,643										2			66,645
Other comprehensive income:
Unrealized gain (loss) on equity investments																	(195	)							(195	)
Cash flow hedge activity																	(40	)							(40	)

Total comprehensive income																									66,410

Contributions by noncontrolling interests																						857			857
Distributions to noncontrolling interests																						(976	)		(976	)
Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures					464		17,516		(2,432	)															15,548
Proceeds from issuance of common shares					5,817		205,094																		210,911
Conversion of preferred stock		(1,201	)		29		1,172																		—
Option compensation expense																				1,082					1,082
Cash dividends paid:
Common stock														(75,986	)										(75,986	)
Preferred stock, Series D														(1,969	)										(1,969	)
Preferred stock, Series E														(28	)										(28	)
Preferred stock, Series F														(3,336	)										(3,336	)
Preferred stock, Series G														(191	)										(191	)

Balances at end of period	$	288,728		$	110,945	$	3,428,472	$	(7,577	)	$	1,421,043	$	(1,805,329	)	$	(1,348	)	$	5,187	$	10,486		$	3,450,607

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

HEALTH CARE REIT, INC. AND SUBSIDIARIES


	Three Months Ended
	March 31,
	2010			2009
	(In thousands)
Operating activities
Net income	$	31,694		$	66,645
Adjustments to reconcile net income to net cash provided from (used in) operating activities:
Depreciation and amortization		43,581			41,326
Other amortization expenses		3,414			3,578
Provision for loan losses		—			140
Stock-based compensation expense		7,550			6,579
Loss (gain) on extinguishment of debt, net		18,038			(1,678	)
Income from unconsolidated joint ventures		(768	)		—
Rental income less than (in excess of) cash received		(2,715	)		2,859
Amortization related to above (below) market leases, net		(487	)		(356	)
Gain on sales of properties		(6,718	)		(17,036	)
Increase (decrease) in accrued expenses and other liabilities		5,824			(3,564	)
Increase in receivables and other assets		(6,925	)		(4,071	)

Net cash provided from operating activities		92,488			94,422

Investing activities
Investment in real property		(161,811	)		(159,696	)
Capitalized interest		(7,076	)		(9,865	)
Investment in real estate loans receivable		(11,151	)		(6,234	)
Other investments, net of payments		(114	)		(11,543	)
Principal collected on real estate loans receivable		4,666			8,402
Contributions to unconsolidated joint ventures		(159,981	)		—
Decrease in restricted cash		5,545			137,712
Proceeds from sales of real property		38,059			61,304

Net cash provided from (used in) investing activities		(291,863	)		20,080

Financing activities
Net increase (decrease) under unsecured lines of credit arrangements		285,000			(235,000	)
Proceeds from issuance of senior unsecured notes		335,212			—
Payments to extinguish senior unsecured notes		(342,394	)		(19,796	)
Payments on secured debt		(3,378	)		(2,206	)
Net proceeds from the issuance of common stock		17,791			223,393
Increase in deferred loan expenses		(639	)		(3,454	)
Contributions by noncontrolling interests		1,359			857
Distributions to noncontrolling interests		(2,462	)		(976	)
Cash distributions to stockholders		(90,032	)		(81,510	)

Net cash provided from (used in) financing activities		200,457			(118,692	)

Increase (decrease) in cash and cash equivalents		1,082			(4,190	)
Cash and cash equivalents at beginning of period		35,476			23,370

Cash and cash equivalents at end of period	$	36,558		$	19,180


Supplemental cash flow information:
Interest paid	$	25,215		$	28,152
Income taxes paid		94			211

See notes to unaudited consolidated financial statements

HEALTH CARE REIT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio, is an equity real estate investment trust (“REIT”) that invests in senior housing and health care real estate. Our full service platform also offers property management and development services to our customers. As of March 31, 2010, our broadly diversified portfolio consisted of 608 properties in 39 states. Founded in 1970, we were the first real estate investment trust to invest exclusively in health care facilities. More information is available on our website at www.hcreit.com.

2. Accounting Policies and Related Matters

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for three months ended March 31, 2010 are not necessarily an indication of the results that may be expected for the year ending December 31, 2010. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2009.

New Accounting Standards

In June 2009, the Financial Accounting Standards Board (“FASB”) amended the consolidation guidance for variable interest entities. The new guidance, to be applied on a continuous basis, requires enterprises to perform a qualitative approach to determining whether or not a variable interest entity will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a variable interest entity that most significantly impact its economic performance. This amendment was effective as of January 1, 2010. The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations.

3. Real Property Acquisitions and Development

The following is a summary of our real property investment activity for the periods presented (in thousands):


	Three Months Ended
	March 31, 2010									March 31, 2009
	Senior Housing			Medical						Senior Housing			Medical
	and Care			Facilities			Totals			and Care			Facilities			Totals
Real property acquisitions:
Medical office buildings	$	—		$	223,152		$	223,152		$	—		$	—		$	—

Total acquisitions		—			223,152			223,152			—			—			—
Less: Assumed debt		—			(108,244	)		(108,244	)		—			—			—
Assumed other assets (liabilities), net		—			(31,048	)		(31,048	)		—			—			—

Cash disbursed for acquisitions		—			83,860			83,860			—			—			—
Construction in progress additions:
Senior housing facilities		27,445			—			27,445			104,164			—			104,164
Skilled nursing facilities		—			—			—			9,313			—			9,313
Hospitals		—			35,928			35,928			—			22,210			22,210
Medical office buildings		—			18,669			18,669			—			26,305			26,305

Total construction in progress additions		27,445			54,597			82,042			113,477			48,515			161,992
Less: Capitalized interest		(3,652	)		(3,424	)		(7,076	)		(7,174	)		(2,691	)		(9,865	)
Accruals ⁽¹⁾		—			(4,475	)		(4,475	)		—			—			—

Cash disbursed for construction in progress		23,793			46,698			70,491			106,303			45,824			152,127
Capital improvements to existing properties		2,304			5,156			7,460			4,884			2,685			7,569

Total cash invested in real property	$	26,097		$	135,714		$	161,811		$	111,187		$	48,509		$	159,696


(1)		Represents non-cash accruals for amounts to be paid in future periods relating to properties that converted in the period noted above.

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented:


	Three Months Ended
	March 31, 2010						March 31, 2009
	Senior Housing		Medical				Senior Housing		Medical
	and Care		Facilities		Totals		and Care		Facilities		Totals
Development projects:
Senior housing facilities	$	149,075	$	—	$	149,075	$	37,072	$	—	$	37,072
Medical office buildings		—		13,652		13,652		—		—		—

Total development projects		149,075		13,652		162,727		37,072		—		37,072
Expansion projects		1,298		—		1,298		357		—		357

Total construction in progress conversions	$	150,373	$	13,652	$	164,025	$	37,429	$	—	$	37,429

Transaction costs for the three months ended March 31, 2010 primarily represent a $5,000,000 termination fee incurred in connection with the transfer of an entrance fee property to a new operator and costs incurred in connection with the acquisition of 17 medical office buildings.

4. Real Estate Intangibles

The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands):


	March 31, 2010			December 31, 2009
Assets:
In place lease intangibles	$	85,077		$	74,198
Above market tenant leases		16,170			10,232
Below market ground leases		43,246			39,806
Lease commissions		3,464			3,154

Gross historical cost		147,957			127,390
Accumulated amortization		(32,298	)		(29,698	)

Net book value	$	115,659		$	97,692


Weighted-average amortization period in years		25.8			30.0

Liabilities:
Below market tenant leases	$	54,009		$	22,961
Above market ground leases		4,084			4,084

Gross historical cost		58,093			27,045
Accumulated amortization		(11,580	)		(10,478	)

Net book value	$	46,513		$	16,567


Weighted-average amortization period in years		12.1			12.1

5. Dispositions, Assets Held for Sale and Discontinued Operations

During the year ended December 31, 2009, an impairment charge of $25,223,000 was recorded to reduce the carrying value of eight medical facilities to their estimated fair value less costs to sell. In determining the fair value of the properties, we used a combination of third party appraisals based on market comparable transactions, other market listings and asset quality as well as management calculations based on projected operating income and published capitalization rates. During the three months ended March 31, 2010, we sold two medical facilities that were held for sale. At March 31, 2010, we had four senior housing and care facilities and six medical facilities that satisfied the requirements for held for sale treatment. We did not recognize any impairment loss on these properties in 2010 as the fair value less estimated costs to sell exceeded our carrying values. The following is a summary of our real property disposition activity for the periods presented (in thousands):

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	Three Months Ended
	March 31, 2010						March 31, 2009
	Senior Housing		Medical				Senior Housing		Medical
	and Care		Facilities		Totals		and Care		Facilities		Totals
Real property dispositions:
Senior housing facilities	$	—	$	—	$	—	$	3,427	$	—	$	3,427
Skilled nursing facilities		25,097		—		25,097		—		—		—
Hospitals		—		—		—		—		40,841		40,841
Medical office buildings		—		6,244		6,244		—		—		—

Total dispositions		25,097		6,244		31,341		3,427		40,841		44,268
Add: Gain on sales of real property		5,728		990		6,718		2,681		14,355		17,036

Proceeds from real property sales	$	30,825	$	7,234	$	38,059	$	6,108	$	55,196	$	61,304

We have reclassified the income and expenses attributable to all properties sold and attributable to properties held for sale at March 31, 2010 to discontinued operations. Expenses include an allocation of interest expense based on property carrying values and our weighted average cost of debt. The following illustrates the reclassification impact as a result of classifying properties as discontinued operations for the periods presented (in thousands):


	Three Months Ended
	March 31,
	2010			2009
Revenues:
Rental income	$	1,392		$	7,956
Expenses:
Interest expense		194			1,332
Property operating expenses		1,207			934
Provision for depreciation		194			3,128

Income (loss) from discontinued operations, net	$	(203	)	$	2,562

6. Real Estate Loans Receivable

The following is a summary of our real estate loan activity for the periods presented (in thousands):


	Three Months Ended
	March 31, 2010						March 31, 2009
	Senior Housing		Medical				Senior Housing			Medical
	and Care		Facilities		Totals		and Care			Facilities		Totals
Advances on real estate loans receivable:
Investments in new loans	$	634	$	—	$	634	$	296		$	—	$	296
Draws on existing loans		10,517		—		10,517		5,193			745		5,938

Net cash advances on real estate loans		11,151		—		11,151		5,489			745		6,234
Receipts on real estate loans receivable:
Loan payoffs		1,599		—		1,599		—			—		—
Principal payments on loans		3,067		—		3,067		7,956			446		8,402

Total receipts on real estate loans		4,666		—		4,666		7,956			446		8,402

Net advances (receipts) on real estate loans	$	6,485	$	—	$	6,485	$	(2,467	)	$	299	$	(2,168	)

7. Investments in Unconsolidated Joint Ventures

During the three months ended March 31, 2010, we entered into a joint venture investment with Forest City Enterprises (NYSE:FCE.A and FCE.B). We acquired a 49% interest in a six-building life science campus with approximately 1.1 million square feet located in University Park in Cambridge, MA, which is immediately adjacent to the campus of the Massachusetts Institute of Technology. The portfolio is 100% leased and includes affiliates of investment grade pharmaceutical and research tenants such as

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Novartis, Genzyme, Millennium (a subsidiary of Takeda Pharmaceuticals), and Brigham and Women’s Hospital. Forest City Enterprises self-developed the portfolio and will continue to manage it on behalf of the joint venture. The life science campus is part of a mixed-use project that includes a 210-room hotel, 674 residential units, a grocery store, restaurants and retail.

In connection with this transaction, we invested $159,981,000 of cash which is recorded as an equity investment on the balance sheet. Our share of the non-recourse secured debt assumed by the joint venture was approximately $142,190,000 with weighted-average interest rates of 7.2%. The results of operations for these properties have been included in our consolidated results of operations from the date of acquisition by the joint venture and are reflected in our income statement as income from unconsolidated joint ventures. The aggregate remaining unamortized basis difference of our investment in this joint venture of $23,754,000 at March 31, 2010 is primarily attributable to real estate and related intangible assets and will be amortized over the life of the related properties and included in the reported amount of income from unconsolidated joint ventures.

8. Customer Concentration

The following table summarizes certain information about our customer concentration as of March 31, 2010 (dollars in thousands):


	Number of		Total		Percent of
Concentration by investment: ⁽¹⁾	Properties		Investment ⁽²⁾		Investment ⁽³⁾

Senior Living Communities, LLC		11	$	531,942		8	%
Aurora Health Care, Inc.		18		312,839		5	%
Brookdale Senior Living, Inc.		86		308,396		5	%
Signature Healthcare LLC		32		267,390		4	%
Emeritus Corporation		21		239,739		4	%
Remaining portfolio		440		5,005,879		74	%

Totals		608	$	6,666,185		100	%


(1)		All of our top five customers, except for Aurora Health Care, Inc., are in our senior housing and care segment.

(2)		Includes our share of unconsolidated joint venture investment of $325,925,000. Please see Note 7 for additional information.

(3)		Investments with our top five customers comprised 24% of total investments at December 31, 2009.

9. Borrowings Under Line of Credit Arrangement and Related Items

At March 31, 2010, we had an unsecured line of credit arrangement with a consortium of sixteen banks in the amount of $1,150,000,000, which is scheduled to expire on August 5, 2011 (with the ability to extend for one year at our discretion if we are in compliance with all covenants). Borrowings under the agreement are subject to interest payable in periods no longer than three months at either the agent bank’s prime rate of interest or the applicable margin over LIBOR interest rate, at our option (0.85% at March 31, 2010). The applicable margin is based on our ratings with Moody’s Investors Service and Standard & Poor’s Ratings Services and was 0.6% at March 31, 2010. In addition, we pay a facility fee annually to each bank based on the bank’s commitment amount. The facility fee depends on our ratings with Moody’s Investors Service and Standard & Poor’s Ratings Services and was 0.15% at March 31, 2010. We also pay an annual agent’s fee of $50,000. Principal is due upon expiration of the agreement.

The following information relates to aggregate borrowings under the unsecured line of credit arrangement for the periods presented (dollars in thousands):


	Three Months Ended March 31,
	2010			2009
Balance outstanding at quarter end	$	425,000		$	335,000
Maximum amount outstanding at any month end	$	425,000		$	559,000
Average amount outstanding (total of daily principal balances divided by days in period)	$	283,111		$	417,000
Weighted average interest rate (actual interest expense divided by average borrowings outstanding)		1.47	%		1.62	%

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

10. Senior Unsecured Notes and Secured Debt

We have $1,677,518,000 of senior unsecured notes with annual stated interest rates ranging from 3.00% to 8.00%. The carrying amounts of the senior unsecured notes represent the par value of $1,702,129,000 adjusted for any unamortized premiums or discounts and other basis adjustments related to hedging the debt with derivative instruments. See Note 11 for further discussion regarding derivative instruments.

During the three months ended December 31, 2006, we issued $345,000,000 of 4.75% senior unsecured convertible notes due December 2026, generating net proceeds of $337,517,000. The notes are convertible, in certain circumstances, into cash and, if applicable, shares of common stock at an initial conversion rate of 20.8833 shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $47.89 per share. In general, upon conversion, the holder of each note would receive, in respect of the conversion value of such note, cash up to the principal amount of such note and common stock for the note’s conversion value in excess of such principal amount. In addition, on each of December 1, 2011, December 1, 2016 and December 1, 2021, holders may require us to purchase all or a portion of their notes at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest. During the three months ended March 31, 2009, we extinguished $5,000,000 of these notes and recognized a gain of $446,000. During the three months ended March 31, 2010, we extinguished $129,393,000 of these notes, recognized a loss of $5,480,000 and paid $12,758,000 to reacquire the equity component of convertible debt. As of March 31, 2010, we had $210,607,000 of these notes outstanding.

In July 2007, we issued $400,000,000 of 4.75% senior unsecured convertible notes due July 2027, generating net proceeds of $388,943,000. The notes are convertible, in certain circumstances, into cash and, if applicable, shares of our common stock at an initial conversion rate of 20.0000 shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $50.00 per share. In general, upon conversion, the holder of each note would receive, in respect of the conversion value of such note, cash up to the principal amount of such note and common stock for the note’s conversion value in excess of such principal amount. In addition, on each of July 15, 2012, July 15, 2017 and July 15, 2022, holders may require us to purchase all or a portion of their notes at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest. During the three months ended March 31, 2009, we extinguished $5,000,000 of these notes and recognized a gain of $594,000. During the three months ended March 31, 2010, we extinguished $172,725,000 of these notes, recognized a loss of $12,558,000 and paid $17,353,000 to reacquire the equity component of convertible debt. As of March 31, 2010, we had $222,275,000 of these notes outstanding.

During the three months ended March 31, 2010, we issued $342,394,000 of 3.00% senior unsecured convertible notes due December 2029, generating net proceeds of $335,212,000. The notes are convertible, in certain circumstances, into cash and, if applicable, shares of common stock at an initial conversion rate of 19.5064 shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $51.27 per share. In general, upon conversion, the holder of each note would receive, in respect of the conversion value of such note, cash up to the principal amount of such note and common stock for the note’s conversion value in excess of such principal amount. In addition, on each of December 1, 2014, December 1, 2019 and December 1, 2024, holders may require us to purchase all or a portion of their notes at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest. In connection with this issuance, we recognized $21,546,000 of equity component of convertible debt.

We have secured debt totaling $725,969,000, collateralized by owned properties, with annual stated interest rates ranging from 4.89% to 7.98%. The carrying amounts of the secured debt represent the par value of $725,809,000 adjusted for any unamortized fair value adjustments. The carrying values of the properties securing the debt totaled $1,067,247,000 at March 31, 2010. During the three months ended March 31, 2010, we assumed $106,140,000 of first mortgage loans with an average rate of 7.35% secured by 17 medical office buildings.

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2010, the annual principal payments due on these debt obligations are as follows (in thousands):


	Senior		Secured
	Unsecured Notes ⁽¹⁾		Debt ⁽¹⁾		Totals
2010	$	—	$	12,671	$	12,671
2011		—		17,526		17,526
2012		76,853		24,010		100,863
2013		300,000		73,147		373,147
2014		—		133,991		133,991
Thereafter		1,325,276		464,464		1,789,740

Totals	$	1,702,129	$	725,809	$	2,427,938


(1)		Amounts represent principal amounts due and do not include unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.

11. Derivative Instruments

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We may elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to manage the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. Derivates are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future.

The following is a summary of the fair value of our derivative instruments (dollars in thousands):

Balance Sheet

Fair Value

Location

March 31, 2010

December 31, 2009

Cash flow hedge interest rate swaps

Other liabilities

3,632

2,381

Cash Flow Hedges

For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings. Approximately $2,977,000 of losses, which are included in accumulated other comprehensive income, are expected to be reclassified into earnings in the next 12 months.

The following presents the impact of derivative instruments on the statement of operations and OCI for the periods presented (dollars in thousands):


			Three Months Ended
	Location		March 31, 2010			March 31, 2009
Gain (loss) on interest rate swap recognized in OCI (effective portion)		n/a	$	(2,054	)	$	(40	)
Gain (loss) reclassified from AOCI into income (effective portion)	Interest expense			(804	)		—
Gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Realized loss			—			—

On August 7, 2009, we entered into an interest rate swap (the “August 2009 Swap”) for a total notional amount of $52,198,000 to hedge seven years of interest payments associated with long-term LIBOR based borrowings. The August 2009 Swap has an effective date of August 12, 2009 and a maturity date of September 1, 2016. The August 2009 Swap has the economic effect of fixing $52,198,000 at 3.93% plus a credit spread for seven years. The August 2009 Swap has been designated as a cash flow hedge and we expect it to be

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

highly effective at offsetting changes in cash flows of interest payments on $52,198,000 of long-term debt due to changes in the LIBOR swap rate.

On September 28, 2009, we entered into an interest rate swap (the “September 2009 Swap”) for a total notional amount of $48,155,000 to hedge seven years of interest payments associated with long-term LIBOR based borrowings. The September 2009 Swap has an effective date of September 30, 2009 and a maturity date of October 1, 2016. The September 2009 Swap has the economic effect of fixing $48,155,000 at 3.2675% plus a credit spread for seven years. The September 2009 Swap has been designated as a cash flow hedge and we expect it to be highly effective at offsetting changes in cash flows of interest payments on $48,155,000 of long-term debt due to changes in the LIBOR swap rate.

Fair Value Hedges

For derivative instruments that are designated as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged risk are recognized in current earnings. There were no outstanding fair value hedges at March 31, 2010 or December 31, 2009.

12. Commitments and Contingencies

We have two outstanding letters of credit issued for the benefit of certain insurance companies that provide workers’ compensation insurance to one of our tenants. Our obligation to provide the letters of credit terminates in 2013. At March 31, 2010, our obligation under the letters of credit was $4,200,000.

We have an outstanding letter of credit issued for the benefit of certain insurance companies that provide liability and property insurance to one of our tenants. Our obligation to provide the letter of credit terminates in 2013. At March 31, 2010, our obligation under the letter of credit was $1,000,000.

We have an outstanding letter of credit issued for the benefit of a village in Illinois that secures the completion and installation of certain public improvements by one of our tenants in connection with the development of a property. Our obligation to provide the letter of credit terminates in November 2010. At March 31, 2010, our obligation under the letter of credit was $129,057.

At March 31, 2010, we had outstanding construction financings of $374,849,000 for leased properties and were committed to providing additional financing of approximately $193,876,000 to complete construction. At March 31, 2010, we had contingent purchase obligations totaling $12,482,000. These contingent purchase obligations primarily relate to deferred acquisition fundings and capital improvements. Deferred acquisition fundings are contingent upon an operator satisfying certain conditions such as payment coverage and value tests. Rents due from the tenant are increased to reflect the additional investment in the property.

At March 31, 2010, we had operating lease obligations of $187,255,000 relating to certain ground leases and company office space. We incurred rental expense relating to our company office space of $333,000 for the three months ended March 31, 2010, as compared to $297,000 for the same period in 2009. Regarding the ground leases, we have sublease agreements with certain of our operators that require the operators to reimburse us for our monthly operating lease obligations. At March 31, 2010, aggregate future minimum rentals to be received under these noncancelable subleases totaled $32,410,000.

At March 31, 2010, future minimum lease payments due under operating leases are as follows (in thousands):


2010	$	3,502
2011		4,749
2012		4,429
2013		4,441
2014		4,463
Thereafter		165,671

Totals	$	187,255

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

13. Stockholders’ Equity

The following is a summary of our stockholder’s equity capital accounts as of the dates indicated:


	March 31, 2010		December 31, 2009
Preferred Stock, $1.00 par value:
Authorized shares		50,000,000		50,000,000
Issued shares		11,450,107		11,474,093
Outstanding shares		11,450,107		11,474,093

Common Stock, $1.00 par value:
Authorized shares		225,000,000		225,000,000
Issued shares		124,265,589		123,583,242
Outstanding shares		123,982,913		123,385,317

Preferred Stock. During the three months ended March 31, 2009, certain holders of our Series G Cumulative Convertible Preferred Stock converted 40,600 shares into 29,056 shares of our common stock, leaving 400,713 of such shares outstanding at March 31, 2009. During the three months ended March 31, 2010, certain holders of our Series G Cumulative Convertible Preferred Stock converted 23,986 shares into 17,166 shares of our common stock, leaving 375,727 of such shares outstanding at March 31, 2010.

Common Stock. The following is a summary of our common stock issuances during the three months ended March 31, 2010 and 2009 (dollars in thousands, except per share amounts):


	Shares Issued		Average Price		Gross Proceeds		Net Proceeds
February 2009 public issuance		5,816,870	$	36.85	$	214,352	$	210,911
2009 Dividend reinvestment plan issuances		375,813		33.21		12,482		12,482

2009 Totals		6,192,683			$	226,834	$	223,393

2010 Dividend reinvestment plan issuances		385,875	$	42.00	$	16,208	$	16,208
2010 Option exercises		42,287		37.43		1,583		1,583

2010 Totals		428,162			$	17,791	$	17,791

Dividends . The following is a summary of our dividend payments (dollars in thousands, except per share amounts):


	Three Months Ended
	March 31, 2010				March 31, 2009
	Per Share		Amount		Per Share		Amount
Common Stock	$	0.6800	$	84,523	$	0.6800	$	75,986
Series D Preferred Stock		0.4922		1,969		0.4922		1,969
Series E Preferred Stock		0.3750		28		0.3750		28
Series F Preferred Stock		0.4766		3,336		0.4766		3,336
Series G Preferred Stock		0.4688		176		0.4688		191

Totals			$	90,032			$	81,510

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Comprehensive Income

The following is a summary of accumulated other comprehensive income/(loss) as of the dates indicated (in thousands):


	March 31, 2010			December 31, 2009
Unrecognized losses on cash flow hedges	$	(3,198	)	$	(1,907	)
Unrecognized losses on equity investments		(460	)		(550	)
Unrecognized actuarial losses		(434	)		(434	)

Totals	$	(4,092	)	$	(2,891	)

The following is a summary of comprehensive income/(loss) for the periods indicated (in thousands):


	Three Months Ended
	March 31,
	2010			2009
Unrecognized losses on cash flow hedges	$	(1,291	)	$	(40	)
Unrecognized gains (losses) on equity investments		90			(195	)

Total other comprehensive income		(1,201	)		(235	)
Net income attributable to controlling interests		31,321			66,643

Comprehensive income attributable to controlling interests		30,120			66,408
Net and comprehensive income attributable to noncontrolling interests		373			2

Total comprehensive income	$	30,493		$	66,410

Other Equity

Other equity consists of accumulated option compensation expense which represents the amount of amortized compensation costs related to stock options awarded to employees and directors. Expense, which is recognized as the options vest based on the market value at the date of the award, totaled $973,000 for the three months ended March 31, 2010, as compared to $1,082,000 for the same period in 2009.

14. Stock Incentive Plans

Our Amended and Restated 2005 Long-Term Incentive Plan authorizes up to 6,200,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board of Directors. The 2005 Plan replaced the 1995 Stock Incentive Plan and the Stock Plan for Non-Employee Directors. The options granted to officers and key employees under the 1995 Plan continue to vest through 2010 and expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2005 Plan. The 2005 Plan allows for the issuance of, among other things, stock options, restricted stock, deferred stock units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three years for non-employee directors to five years for officers and key employees. Options expire ten years from the date of grant.

Valuation Assumptions

The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions:


	Three Months Ended
	March 31, 2010			March 31, 2009
Dividend yield		6.28	%		7.35	%
Expected volatility		34.08	%		29.36	%
Risk-free interest rate		3.23	%		2.33	%
Expected life (in years)		7.0			7.0
Weighted-average fair value	$	7.82		$	4.38

The dividend yield represented the dividend yield of our common stock on the dates of grant. Our computation of expected

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

volatility was based on historical volatility. The risk-free interest rates used were the 7-year U.S. Treasury Notes yield on the date of grant. The expected life was based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations regarding future employee behavior.

Option Award Activity

The following table summarizes information about stock option activity for the three months ended March 31, 2010:


	Number of			Weighted		Weighted Average		Aggregate
	Shares			Average		Remaining		Intrinsic
Stock Options	(000’s)			Exercise Price		Contract Life (years)		Value ($000’s)
Options at beginning of year		1,062		$	37.71		8.1
Options granted		280			43.29
Options exercised		(42	)		37.44
Options terminated		(3	)		38.32

Options at end of period		1,297		$	$38.92		7.8	$	8,225

Options exercisable at end of period		526		$	36.76		6.0	$	4,489
Weighted average fair value of options granted during the period				$	$7.82

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the quoted price of our common stock for the options that were in-the-money at March 31, 2010. During the three months ended March 31, 2010, the aggregate intrinsic value of options exercised under our stock incentive plans was $307,000 (determined as of the date of option exercise). There were no option exercises during the three months ended March 31, 2009. Cash received from option exercises under our stock incentive plans was $1,583,000 for the three months ended March 31, 2010.

As of March 31, 2010, there was approximately $3,266,000 of total unrecognized compensation cost related to unvested stock options granted under our stock incentive plans. That cost is expected to be recognized over a weighted average period of four years. As of March 31, 2010, there was approximately $10,156,000 of total unrecognized compensation cost related to unvested restricted stock granted under our stock incentive plans. That cost is expected to be recognized over a weighted average period of four years.

The following table summarizes information about non-vested stock incentive awards as of March 31, 2010 and changes for the three months ended March 31, 2010:


	Stock Options					Restricted Stock
	Number of			Weighted Average		Number of			Weighted Average
	Shares			Grant Date		Shares			Grant Date
	(000’s)			Fair Value		(000’s)			Fair Value
Non-vested at December 31, 2009		675		$	5.44		405		$	40.26
Vested		(181	)		5.91		(228	)		42.05
Granted		280			7.82		239			43.23
Terminated		(4	)		8.38		(1	)		38.55

Non-vested at March 31, 2010		770		$	6.18		415		$	41.00

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

15. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):


	Three Months Ended
	March 31,
	2010		2009
Numerator for basic and diluted earnings per share — net income attributable to common stockholders	$	25,812	$	61,119


Denominator for basic earnings per share — weighted average shares		123,270		108,214
Effect of dilutive securities:
Employee stock options		105		—
Non-vested restricted shares		415		410

Dilutive potential common shares		520		410

Denominator for diluted earnings per share — adjusted weighted average shares		123,790		108,624


Basic earnings per share	$	0.21	$	0.56

Diluted earnings per share	$	0.21	$	0.56

The diluted earnings per share calculations exclude the dilutive effect of 381,000 and 1,098,000 stock options for the three months ended March 31, 2010 and March 31, 2009, respectively, because the exercise prices were less than the average market price. The Series E Cumulative Convertible and Redeemable Preferred Stock, the Series G Cumulative Convertible Preferred Stock, and outstanding convertible senior unsecured notes were not included in these calculations as the effect of the conversions into common stock was anti-dilutive for the relevant periods presented.

16. Disclosure about Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.

Mortgage Loans and Other Real Estate Loans Receivable — The fair value of mortgage loans and other real estate loans receivable is generally estimated by discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Cash and Cash Equivalents — The carrying amount approximates fair value.

Available-for-sale Equity Investments — Available-for-sale equity investments are recorded at their fair value.

Borrowings Under Unsecured Lines of Credit Arrangements — The carrying amount of the unsecured line of credit arrangement approximates fair value because the borrowings are interest rate adjustable.

Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on publicly available trading prices.

Secured Debt — The fair value of fixed rate secured debt is estimated by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable.

Interest Rate Swap Agreements — Interest rate swap agreements are recorded as assets or liabilities on the balance sheet at fair market value. Fair market value is estimated by utilizing pricing models that consider forward yield curves and discount rates.

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):


	March 31, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial Assets:
Mortgage loans receivable	$	85,166	$	84,524	$	74,517	$	74,765
Other real estate loans receivable		359,291		357,997		352,846		354,429
Available-for-sale equity investments		1,139		1,139		1,050		1,050
Cash and cash equivalents		36,558		36,558		35,476		35,476

Financial Liabilities:
Borrowings under unsecured lines of credit arrangements	$	425,000	$	425,000	$	140,000	$	140,000
Senior unsecured notes		1,677,518		1,836,182		1,653,027		1,762,129
Secured debt		725,969		734,765		620,995		623,266
Interest rate swap agreements		3,632		3,632		2,381		2,381

U.S. GAAP provides authoritative guidance for measuring and disclosing fair value measurements of assets and liabilities. The guidance for financial assets and liabilities was previously adopted as the standard for those assets and liabilities as of January 1, 2008. Additional guidance for non-financial assets and liabilities is effective for fiscal years beginning after November 15, 2008, and was adopted as the standard for those assets and liabilities as of January 1, 2009. The impact of adoption was not significant. The guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate swap agreements are valued using models that assume a hypothetical transaction to sell the asset or transfer the liability in the principal market for the asset or liability based on market data derived from interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment timing, loss severities, credit risks and default rates.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The market approach is utilized to measure fair value for our financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.


	Fair Value Measurements as of March 31, 2010
	Total			Level 1		Level 2			Level 3
Available-for-sale equity investments ⁽¹⁾	$	1,139		$	1,139	$	—		$	—
Interest rate swap agreements ⁽²⁾		(3,632	)		—		(3,632	)		—

Totals	$	(2,493	)	$	1,139	$	(3,632	)	$	—


(1)		Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date.

(2)		Please see Note 11 for additional information.

HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

17. Segment Reporting

We invest in senior housing and health care real estate. We evaluate our business and make resource allocations on our two business segments — senior housing and care and medical facilities. Our primary senior housing and care property types include skilled nursing facilities, assisted living facilities, independent living/continuing care retirement communities and combinations thereof. Under the senior housing and care segment, we invest in senior housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our primary medical facility property types include medical office buildings, hospitals and life science buildings. Our medical office buildings are typically leased to multiple tenants and generally require a certain level of property management. Our hospital investments are structured similar to our senior housing and care investments. Our life science investments are currently held in an unconsolidated joint venture (see Note 7 for additional information). The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 1 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009). There are no intersegment sales or transfers. We evaluate performance based upon net operating income of the combined properties in each segment. Non-segment revenue consists mainly of interest income on non-real estate investments and other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining net operating income.

During the three months ended March 31, 2010, we changed the names of our segments and reclassified certain assets and related revenues. All hospitals that were formerly classified as investment properties have been reclassified to medical facilities. Accordingly, we have reclassified the following prior period amounts to be consistent with the current year classification: (i) rental income of $12,677,000; (ii) interest income of $1,230,000; (iii) other income of $103,000; (iv) real estate depreciation/amortization of $3,668,000; and (v) total assets of $586,117,000.

Summary information for the reportable segments during the three months ended March 31, 2010 and 2009 is as follows (in thousands):


									Property		Net		Real Estate
	Rental		Interest		Other		Total		Operating		Operating		Depreciation/		Interest		Total
	Income ⁽¹⁾		Income		Income		Revenues ⁽¹⁾		Expenses ⁽¹⁾		Income ⁽²⁾		Amortization ⁽¹⁾		Expense ⁽¹⁾		Assets
Three Months Ended March 31, 2010
Senior housing and care	$	93,238	$	8,575	$	494	$	102,307	$	—	$	102,307	$	26,399	$	4,671	$	4,123,216
Medical facilities ⁽³⁾		50,869		473		271		51,613		13,720		37,893		17,182		5,577		2,559,986
Non-segment/Corporate		—		—		231		231		—		231		—		19,737		91,176

	$	144,107	$	9,048	$	996	$	154,151	$	13,720	$	140,431	$	43,581	$	29,985	$	6,774,378


Three Months Ended March 31, 2009
Senior housing and care	$	89,435	$	8,723	$	792	$	98,950	$	—	$	98,950	$	25,615	$	1,644
Medical facilities		45,930		1,230		316		47,476		11,983		35,493		15,711		5,213
Non-segment/Corporate		—		—		376		376		—		376		—		21,154

	$	135,365	$	9,953	$	1,484	$	146,802	$	11,983	$	134,819	$	41,326	$	28,011


(1)		Includes amounts from discontinued operations.

(2)		Net operating income (“NOI”) is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property level operating expenses, which exclude depreciation and amortization, general and administrative expenses, impairments and interest expense. We believe NOI provides investors relevant and useful information because it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties.

(3)		Excludes amounts related to our life science buildings held in an unconsolidated joint venture. Please see Note 7 for additional information.

18. Subsequent Events

Senior Unsecured Notes . On April 7, 2010, we completed the issuance of $300,000,000 of 6.125% senior unsecured notes due April 15, 2020. The notes were priced to yield 6.22% and we generated approximately $295,441,000 of net proceeds.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based primarily on the consolidated financial statements of Health Care REIT, Inc. for the periods presented and should be read together with the notes thereto contained in this Quarterly Report on Form 10-Q. Other important factors are identified in our Annual Report on Form 10-K for the year ended December 31, 2009, including factors identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Executive Summary

Company Overview

Health Care REIT, Inc. is an equity real estate investment trust (“REIT”) that invests in senior housing and health care real estate. Founded in 1970, we were the first REIT to invest exclusively in health care facilities. The following table summarizes our portfolio as of March 31, 2010:


	Investments		Percentage of			Number of		# Beds/Units	Investment per
Type of Property	(in thousands)		Investments			Properties		or Sq. Ft.	metric ⁽¹⁾		States
Senior housing facilities	$	2,546,029		38.1	%		229	18,199 units	$ 140,580 per unit			33
Skilled nursing facilities		1,457,083		21.9	%		207	27,923 beds	52,182 per bed			26
Hospitals		673,271		10.1	%		29	1,716 beds	460,437 per bed			13
Medical office buildings		1,663,877		25.0	%		137	7,028,449 sq. ft.	246 per sq. ft.			23
Life science buildings ⁽²⁾		325,925		4.9	%		6			n/a		1

Totals	$	6,666,185		100.0	%		608					39


(1)		Investment per metric was computed by using the total investment amount of $6,534,136,000, which includes net real estate investments and unfunded construction commitments for which initial funding has commenced which amounted to $6,340,260,000 and $193,876,000, respectively.

(2)		Includes our share of unconsolidated joint venture investments. Please see Note 7 to our unaudited financial statements for additional information.

Health Care Industry

The demand for health care services, and consequently health care properties, is projected to reach unprecedented levels in the near future. The Centers for Medicare and Medicaid Services projects that national health expenditures will rise to $3.4 trillion in 2015 or 17.7% of gross domestic product (“GDP”). This is up from $2 trillion or 15.9% of GDP in 2005. Health expenditures per capita are projected to rise approximately 4.7% per year from 2005 to 2015. While demographics are the primary driver of demand, economic conditions and availability of services contribute to health care service utilization rates. We believe the health care property market is less susceptible to fluctuations and economic downturns relative to other property sectors. Investor interest in the market remains strong, especially in specific sectors such as medical office buildings, regardless of the current stringent lending environment. As a REIT, we believe we are situated to benefit from any turbulence in the capital markets due to our access to capital.

The total U.S. population is projected to increase by 16.4% through 2030. The elderly are an important component of health care utilization, especially independent living services, assisted living services, skilled nursing services, inpatient and outpatient hospital services and physician ambulatory care. The elderly population aged 65 and over is projected to increase by 76.6% through 2030. Most health care services are provided within a health care facility such as a hospital, a physician’s office or a senior housing facility. Therefore, we believe there will be continued demand for companies such as ours with expertise in health care real estate.

The following chart illustrates the projected increase in the elderly population aged 65 and over:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Source: U.S. Census Bureau

Health care real estate investment opportunities tend to increase as demand for health care services increases. We recognize the need for health care real estate as it correlates to health care service demand. Health care providers require real estate to house their businesses and expand their services. We believe that investment opportunities in health care real estate will continue to be present due to the:

	•		Specialized nature of the industry which enhances the credibility and experience of our company;

	•		Projected population growth combined with stable or increasing health care utilization rates which ensures demand; and

	•		On-going merger and acquisition activity.

Health Reform Laws

In March 2010, the President signed into law The Patient Protection and Affordable Care Act (“PPACA”) and The Health Care and Education and Reconciliation Act of 2010 (the “Reconciliation Act”), which amends the PPACA (collectively, the “Health Reform Laws”). The Health Reform Laws contain various provisions that may impact us directly and that may impact the operators and tenants of our properties. Some of the provisions of these laws may have a positive impact on operators’ or tenants’ revenues, by increasing coverage of uninsured individuals for example, while others will have a negative impact on the reimbursement of our operators or tenants, for example, by altering the market basket adjustments for certain types of health care facilities. The Health Reform Laws also enhance certain fraud and abuse penalty provisions that could apply to our operators and tenants in the event of one or more violations of the federal health care laws. In addition, there are provisions that impact the health coverage that we and our operators and tenants provide to our respective employees.

Impact to Reimbursement of the Operators and Tenants of Our Properties . The Health Reform Laws provide for various changes to the reimbursement that our operators and tenants may receive. One such change is a reduction to the market basket adjustments for inpatient acute hospitals, long-term care hospitals, inpatient rehabilitation facilities, home health agencies, psychiatric hospitals, hospice care and outpatient hospitals. Beginning in 2010, the otherwise applicable percentage increase to the market basket for inpatient acute hospitals will decrease. Beginning in 2012, inpatient acute hospitals will also face a downward adjustment of the annual percentage increase to the market basket rate by a “productivity adjustment.” The productivity adjustment may cause the annual percentage increase to be less than zero, which would mean that inpatient acute hospitals could face payment rates for a fiscal year that are less than the payment rates for the preceding year.

A similar productivity adjustment also applies to skilled nursing facilities beginning in 2012, which means that the payment rates for skilled nursing facilities may decrease from one year to the next. Long-term care hospitals will face a specified percentage decrease in their annual update for discharges beginning in 2010. Additionally, beginning in 2012, long-term care hospitals will be subject to the productivity adjustments, which may decrease the federal payment rates for long-term care hospitals. Similar productivity adjustments and other adjustments to payment rates will apply to inpatient rehabilitation facilities, psychiatric hospitals and outpatient hospitals beginning in 2010.

The Health Reform Laws revise other reimbursement provisions that may affect our business. The PPACA calls for a one year extension of the exceptions for medical therapy caps. These exceptions are now applicable though December 31, 2010. The Health

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reform Laws also reduce states’ Medicaid disproportionate share hospital (“DSH”) allotments starting in 2014. These allotments would have provided additional funding for DSH hospitals that are operators or tenants of our properties, and thus, any reduction might negatively impact these operators or tenants.

Additionally, beginning in fiscal year 2015, payments will decrease to hospitals for treatment associated with hospital acquired conditions. This decreased payment rate may negatively impact our operators or tenants. The Health Reform Laws also call for reductions in payments for discharges beginning October 2012 in order to account for excess readmissions. While the exact amount of the reduction is not yet known, a reduction in payments to our operators or tenants may affect their ability to make payments to us.

The PPACA additionally calls for the creation of the Independent Payment Advisory Board, which will be responsible for establishing payment polices, including recommendations in the event that Medicare costs exceed a threshold. Proposals for recommendations submitted prior to December 31, 2018 may not include recommendations that would reduce payments for hospitals, skilled nursing facilities, and physicians, among other providers, prior to December 31, 2019. The Health Reform Laws also create other devices that could permit significant changes to payment. For example, The Center for Medicare and Medicaid Innovation has been created to test innovative payment and service delivery models to reduce program expenditures through the use of demonstration programs that can waive existing reimbursement methodologies. The Health Reform Laws also provide additional Medicaid funding to states for expansion of coverage to certain financially-eligible individuals beginning in 2014.

Additionally, the Health Reform Laws delay until at least October 1, 2011 the implementation of the Resource Utilization Group, Version Four (“RUG-IV”) that would revise the payment classification system for skilled nursing facilities. The Health Reform Laws also extend certain payment rules related to long-term acute care hospitals found in the Medicare, Medicaid, and SCHIP Extension Act of 2007.

Finally, many other changes resulting from the Health Reform Laws, or implementing regulations or guidance may negatively impact our operators or tenants. We will continue to evaluate the Health Reform Laws and implementing regulations and guidance to determine other potential effects of the reform.

Impact to Fraud and Abuse Provisions . The Health Reform Laws revise fraud and abuse provisions that will affect our operators and tenants. Specifically, the PPACA allows for up to treble damages under the False Claims Act for violations related to state-based health insurance exchanges authorized by the Health Reform Laws, which will be implemented beginning in 2014. The Health Reform Laws also impose new civil monetary penalties for false statements or actions that lead to delayed inspections, with penalties of up to $15,000 per day for failure to grant timely access and up to $50,000 for a knowing violation. The Health Reform laws also provide for additional funding to investigate and prosecute health care fraud and abuse.

Additionally, provisions of Title VI of PPACA are designed to increase transparency and program integrity by skilled nursing facilities, other nursing facilities and similar providers. Specifically, skilled nursing facilities and other providers and suppliers will be required to institute compliance and ethics programs. Additionally, the PPACA makes it easier for consumers to file complaints against nursing homes by mandating that states establish complaint websites. The provisions calling for increased transparency will increase the administrative burden and costs on these providers. The increased penalties for violations of fraud and abuse provisions could have a negative impact on these providers if they are subject to the penalties.

Impact to the Health Care Plans Offered to Our Employees . The Health Reform Laws will affect employers that provide health plans to their employees. The new laws will change the tax treatment of the Medicare Part D retiree drug subsidy and extend dependent coverage for dependents up to age 26, among other changes. We are evaluating our health care plans in light of these changes. These changes may affect our operators and tenants as well.

Medicare Program Reimbursement Changes

On May 4, 2010, the Centers for Medicare and Medicaid Services (“CMS”) published in the Federal Register its proposed rule updating, in part, the inpatient prospective payment system (“IPPS”) for long-term care hospitals for fiscal year 2011. Due to the timing of the passage of the Health Reform Laws, the proposed rule does not reflect any changes enacted by that legislation. CMS will issue separate rulemaking to the extent the Health Reform Laws affect any policies in the proposed rule.

The proposed rule decreases the standard federal rate for prospective payment to long-term care hospitals by 0.1%, which includes a proposed market basket adjustment increase of 2.4% and a coding adjustment decrease of 2.5%. Based on CMS data from 421 long-term care hospitals, CMS estimates that the proposed changes to the IPPS will result in an increase in estimated payments of

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

approximately $41 million. CMS also proposed to change the amounts and factors used to determine the rates for Medicare acute care hospital inpatient services for operating costs and capital related costs.

The impact that these changes to the IPPS will have on our operators and tenants is unclear because the proposed changes are subject to revision by CMS in the final rule codifying revisions to the IPPS. We will evaluate the financial impact of any changes to the IPPS to our operators or tenants and to us once CMS promulgates its final rule, which is scheduled to be published by August 1, 2010.

Additionally, CMS adjusts annually the Medicare Physician Fee Schedule payment rates based on an update formula that includes application of the Sustainable Growth Rate (“SGR”). This annual adjustment has been negative since 2002. However, in April 2010, Congress passed stays of the negative update to the SGR for the period beginning January 1, 2010 and ending May 31, 2010.

Economic Outlook

Beginning in late 2007, the U.S. and global economy entered a serious recession. Although there has been some recent optimism, the current economic environment continues to be characterized by a severe residential housing slump, depressed commercial real estate valuations, weakened consumer confidence, rising unemployment and concerns regarding inflation, deflation and stagflation. Numerous financial systems around the globe have become illiquid and banks have become less willing to lend to other banks and borrowers. Further, capital markets have become and remain volatile as risk is repriced and investments are revalued. Uncertainty remains in terms of the depth and duration of these adverse economic conditions.

The conditions described above created an environment of limited capital availability and increasing capital costs. This was most evident in the credit markets, where lending institutions cut back on loans, tightened credit standards and significantly increased interest rate spreads. The equity markets were characterized by sporadic accessibility until late 2008, when share prices in most sectors declined significantly. Continued volatility in the capital markets could limit our ability to access debt or equity funds which, in turn, could impact our ability to finance future investments and react to changing economic and business conditions. This difficult operating environment also may make it more difficult for some of our operators/tenants to meet their obligations to us.

During 2008, our focus gradually shifted from investment to capital preservation. To that end, our efforts in 2009 were directed towards liquidity, portfolio management and investment strategy. These elements remain an important part of our strategy in 2010.

	•		Liquidity . Liquidity has become increasingly important and we have concentrated our efforts on further strengthening our balance sheet. We raised over $1 billion in funds during each of 2008 and 2009 from a combination of common stock offerings, our dividend reinvestment plan, our equity shelf program, property sales and loan payoffs. We generated an additional $56 million from these sources during the three months ended March 31, 2010. As always, we will continue to closely monitor the credit and capital markets for opportunities to raise reasonably priced capital.

	•		Portfolio Management . Our investment approach has produced a portfolio that is very diverse with strong property level payment coverages. Yet, today’s adverse economic conditions can negatively impact even the strongest portfolio. Our portfolio management program is designed to maintain our portfolio’s strength through a combination of extensive industry research, stringent origination and underwriting protocols and a rigorous asset management process.

	•		Investment Strategy . We expect to fund our ongoing development projects and will continue to evaluate new investments. We remain focused on strengthening our existing customer relationships, cultivating new relationships, preserving liquidity and taking advantage of attractive investment opportunities, including acquisitions and joint venture investments.

Business Strategy

Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in rental and interest income and portfolio growth. To meet these objectives, we invest across the full spectrum of senior housing and health care real estate and diversify our investment portfolio by property type, customer and geographic location.

Substantially all of our revenues and sources of cash flows from operations are derived from operating lease rentals and interest earned on outstanding loans receivable. These items represent our primary source of liquidity to fund distributions and are dependent upon our obligors’ continued ability to make contractual rent and interest payments to us. To the extent that our obligors experience operating difficulties and are unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property and operator/tenant. Our asset management process includes review of monthly

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

financial statements for each property, periodic review of obligor credit, periodic property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. In monitoring our portfolio, our personnel use a proprietary database to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends and risks. Through these asset management and research efforts, we are typically able to intervene at an early stage to address payment risk, and in so doing, support both the collectability of revenue and the value of our investment.

In addition to our asset management and research efforts, we also structure our investments to help mitigate payment risk. Operating leases and loans are normally credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other loans, operating leases or agreements between us and the obligor and its affiliates.

For the three months ended March 31, 2010, rental income and interest income represented 93% and 6% respectively, of total gross revenues (including revenues from discontinued operations). Substantially all of our operating leases are designed with either fixed or contingent escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.

Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund operations, meet debt service obligations (both principal and interest), make dividend distributions and complete construction projects in process. We also anticipate evaluating opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured line of credit arrangement, internally generated cash and the proceeds from sales of real property. Our investments generate internal cash from rent and interest receipts and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under the unsecured line of credit arrangement, has historically been provided through a combination of public and private offerings of debt and equity securities and the incurrence or assumption of secured debt.

Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. We expect to complete gross new investments of $1.0 to $1.4 billion in 2010, comprised of acquisitions/joint ventures totaling $700 million to $1.0 billion and funded new development of $300 million to $400 million. We anticipate the sale of real property and the repayment of loans receivable totaling approximately $300 million during 2010. It is possible that additional loan repayments or sales of real property may occur in the future. To the extent that loan repayments and real property sales exceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any loan repayments and real property sales in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured line of credit arrangement. At March 31, 2010, we had $36,558,000 of cash and cash equivalents, $17,692,000 of restricted cash and $725,000,000 of available borrowing capacity under our unsecured line of credit arrangement.

Key Transactions in 2010

We have completed the following key transactions to date in 2010:

	•		our Board of Directors approved a quarterly cash dividend of $0.68 per common share, which is consistent with the quarterly dividend paid for 2009. The dividend declared for the quarter ended March 31, 2010 represents the 156 ^th consecutive quarterly dividend payment;

	•		we completed $584,712,000 of gross investments and had $32,940,000 of investment payoffs during the three months ended March 31, 2010;

	•		we issued $342,394,000 of 3.00% convertible senior unsecured notes due 2029 and repurchased $302,118,000 of 4.75% convertible senior unsecured notes due 2026 and 2027 in March 2010; and

	•		we issued $300,000,000 of 6.125% senior unsecured notes due 2020 with net proceeds of $295,441,000 in April 2010.

Key Performance Indicators, Trends and Uncertainties

We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, concentration risk and credit strength. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes.

Operating Performance . We believe that net income attributable to common stockholders (“NICS”) is the most appropriate

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

earnings measure. Other useful supplemental measures of our operating performance include funds from operations (“FFO”) and net operating income (“NOI”); however, these supplemental measures are not defined by U.S. generally accepted accounting principles (“U.S. GAAP”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations of FFO and NOI. These earnings measures and their relative per share amounts are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies. The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands, except per share data):


	Three Months Ended
	March 31,		June 30,		September 30,		December 31,		March 31,
	2009		2009		2009		2009		2010
Net income attributable to common stockholders	$	61,119	$	59,240	$	19,130	$	31,700	$	25,812
Funds from operations		85,322		89,207		60,933		56,290		63,087
Net operating income		134,819		133,228		133,964		145,667		143,055

Per share data (fully diluted):
Net income attributable to common stockholders	$	0.56	$	0.53	$	0.17	$	0.26	$	0.21
Funds from operations		0.79		0.80		0.53		0.46		0.51

Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to book capitalization and debt to market capitalization. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt. The coverage ratios indicate our ability to service interest and fixed charges (interest, secured debt principal amortization and preferred dividends). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain investment grade ratings with Moody’s Investors Service, Standard & Poor’s Ratings Services and Fitch Ratings. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) which is discussed in further detail, and reconciled to net income, below in “Non-GAAP Financial Measures.” Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:


	Three Months Ended
	March 31,			June 30,			September 30,			December 31,			March 31,
	2009			2009			2009			2009			2010
Debt to book capitalization ratio		43	%		44	%		39	%		39	%		43	%
Debt to undepreciated book capitalization ratio		39	%		40	%		35	%		35	%		39	%
Debt to market capitalization ratio		41	%		40	%		31	%		30	%		32	%

Interest coverage ratio		3.88	x		3.74	x		2.63	x		3.21	x		3.08	x
Fixed charge coverage ratio		3.18	x		3.07	x		2.16	x		2.57	x		2.44	x

Concentration Risk . We evaluate our concentration risk in terms of asset mix, investment mix, customer mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our investments could be at risk if certain sectors were to experience downturns. Asset mix measures the portion of our investments that are real property. In order to qualify as an equity REIT, at least 75% of our real estate investments must be real property whereby each property, which includes the land, buildings, improvements, intangibles and related rights, is owned by us and leased to a tenant pursuant to a long-term operating lease. Investment mix measures the portion of our investments that relate to our various property types. Customer mix measures the portion of our investments that relate to our top five customers. Geographic mix measures the portion of our investments that relate to our top five states. The following table reflects our recent historical trends of concentration risk for the periods presented:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


	March 31,			June 30,			September 30,			December 31,			March 31,
	2009			2009			2009			2009			2010
Asset mix:
Real property		92	%		92	%		92	%		93	%		93	%
Real estate loans receivable		8	%		8	%		8	%		7	%		7	%

Investment mix: ⁽¹⁾
Senior housing facilities		40	%		40	%		40	%		42	%		38	%
Skilled nursing facilities		27	%		26	%		26	%		25	%		22	%
Hospitals		10	%		10	%		11	%		10	%		10	%
Medical office buildings		23	%		24	%		23	%		23	%		25	%
Life science buildings		0	%		0	%		0	%		0	%		5	%

Customer mix: ⁽¹⁾
Senior Living Communities, LLC		6	%		6	%		7	%		7	%		8	%
Aurora Health Care, Inc.														5	%
Brookdale Senior Living Inc		5	%		5	%		5	%		5	%		5	%
Signature Healthcare LLC		5	%		5	%		5	%		5	%		4	%
Emeritus Corporation		4	%		4	%		4	%		4	%		4	%
Life Care Centers of America, Inc.		5	%		4	%		3	%		3	%
Remaining customers		75	%		76	%		76	%		76	%		74	%

Geographic mix: ⁽¹⁾
Florida		14	%		13	%		13	%		12	%		12	%
Massachusetts		7	%		7	%		7	%		7	%		11	%
Texas		11	%		11	%		11	%		11	%		10	%
California		8	%		8	%		8	%		9	%		9	%
Wisconsin														7	%
Ohio								5	%		6	%
Tennessee		5	%		5	%
Remaining states		55	%		56	%		56	%		55	%		51	%


(1)		Includes our share of unconsolidated joint venture investments.

We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Forward-Looking Statements and Risk Factors” and other sections of this Quarterly Report on Form 10-Q. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2009 under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of these risk factors.

Portfolio Update

Net operating income . The primary performance measure for our properties is net operating income (“NOI”) as discussed below in “Non-GAAP Financial Measures.” The following table summarizes our net operating income for the periods indicated (in thousands):

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


	Three Months Ended
	March 31,		June 30,		September 30,		December 31,		March 31,
	2009		2009		2009		2009		2010
Net operating income:
Senior housing and care	$	98,950	$	100,137	$	99,252	$	101,024	$	102,307
Medical facilities ⁽¹⁾		35,493		32,729		34,512		44,411		40,517
Non-segment/corporate		376		362		200		232		231

Net operating income	$	134,819	$	133,228	$	133,964	$	145,667	$	143,055


(1)		Includes our share of net operating income from unconsolidated joint ventures.

Payment coverage . Payment coverage of our operators continues to remain strong. Our overall payment coverage is at 1.99 times. The table below reflects our recent historical trends of portfolio coverage. Coverage data reflects the 12 months ended for the periods presented. CBMF represents the ratio of our customers’ earnings before interest, taxes, depreciation, amortization, rent and management fees to contractual rent or interest due us. CAMF represents the ratio of our customers’ earnings before interest, taxes, depreciation, amortization and rent (but after imputed management fees) to contractual rent or interest due us.

December 31, 2007

December 31, 2008

December 31, 2009

CBMF

CAMF

CBMF

CAMF

CBMF

CAMF

Senior housing facilities

1.56x

1.34x

1.49x

1.27x

1.49x

1.28x

Skilled nursing facilities

2.26x

1.66x

2.25x

1.64x

2.29x

1.68x

Hospitals

2.64x

2.07x

2.36x

1.95x

2.39x

2.07x

Weighted averages

1.99x

1.55x

1.97x

1.53x

1.99x

1.57x

Corporate Governance

Maintaining investor confidence and trust has become increasingly important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on our website at www.hcreit.com and from us upon written request sent to the Senior Vice President — Administration and Corporate Secretary, Health Care REIT, Inc., One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475.

Liquidity and Capital Resources

Sources and Uses of Cash

Our primary sources of cash include rent and interest receipts, borrowings under the unsecured line of credit arrangement, public and private offerings of debt and equity securities, proceeds from the sales of real property and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including construction advances), loan advances and general and administrative expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below.

The following is a summary of our sources and uses of cash flows (dollars in thousands):


	Three Months Ended						Change
	March 31, 2010			March 31, 2009			$			%
Cash and cash equivalents at beginning of period	$	35,476		$	23,370		$	12,106			52	%
Cash provided from operating activities		92,488			94,422			(1,934	)		-2	%
Cash provided from (used in) investing activities		(291,863	)		20,080			(311,943	)		n/a
Cash provided from (used in) financing activities		200,457			(118,692	)		319,149			n/a

Cash and cash equivalents at end of period	$	36,558		$	19,180		$	17,378			91	%

Operating Activities . The change in net cash provided from operating activities is primarily attributable to an increase in net

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

income, excluding gains/losses on sales of properties, depreciation and amortization and debt extinguishment charges. These items are discussed below in “Results of Operations.” The following is a summary of our straight-line rent and above/below market lease amortization (dollars in thousands):


	Three Months Ended						Change
	March 31, 2010			March 31, 2009			$			%
Gross straight-line rental income	$	4,453		$	5,030		$	(577	)		-11	%
Cash receipts due to real property sales		—			(1,705	)		1,705			-100	%
Prepaid rent receipts		(1,738	)		(6,184	)		4,446			-72	%
Amortization related to below (above) market leases, net		487			356			131			37	%

	$	3,202		$	(2,503	)	$	5,705			n/a

Gross straight-line rental income represents the non-cash difference between contractual cash rent due and the average rent recognized pursuant to U.S. GAAP for leases with fixed rental escalators, net of collectability reserves. This amount is positive in the first half of a lease term (but declining every year due to annual increases in cash rent due) and is negative in the second half of a lease term. The fluctuation in cash receipts due to real property sales is attributable to the lack of straight-line rent receivable balances on properties sold during the current year. The fluctuation in prepaid rent receipts is primarily due to changes in prepaid rent received at certain construction projects.

Investing Activities . The changes in net cash used in investing activities are primarily attributable to net changes in real property and real estate loans receivable. The following is a summary of our investment and disposition activities (dollars in thousands):


	Three Months Ended
	March 31, 2010					March 31, 2009
	Properties		Amount			Properties			Amount
Real property acquisitions:
Medical office buildings		17	$	223,152			—		$	—

Total acquisitions		17		223,152			—			—
Less: Assumed debt				(108,244	)					—
Assumed other assets (liabilities), net				(31,048	)					—

Cash disbursed for acquisitions				83,860						—
Construction in progress additions				70,491						152,127
Capital improvements to existing properties				7,460						7,569

Total cash invested in real property				161,811						159,696

Real property dispositions:
Senior housing facilities		—		—			1			3,427
Skilled nursing facilities		2		25,097			—			—
Hospitals		—		—			2			40,841
Medical office buildings		2		6,244			—			—

Total dispositions		4		31,341			3			44,268
Less: Gains (losses) on sales of real property				6,718						17,036

Proceeds from real property sales				38,059						61,304

Net cash investments in real property		13	$	123,752			(3	)	$	98,392

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


	Three Months Ended
	March 31, 2010						March 31, 2009
	Senior Housing		Medical				Senior Housing			Medical
	and Care		Facilities		Totals		and Care			Facilities		Totals
Advances on real estate loans receivable:
Investments in new loans	$	634	$	—	$	634	$	296		$	—	$	296
Draws on existing loans		10,517		—		10,517		5,193			745		5,938

Net cash advances on real estate loans		11,151		—		11,151		5,489			745		6,234
Receipts on real estate loans receivable:
Loan payoffs		1,599		—		1,599		—			—		—
Principal payments on loans		3,067		—		3,067		7,956			446		8,402

Total receipts on real estate loans		4,666		—		4,666		7,956			446		8,402

Net advances (receipts) on real estate loans	$	6,485	$	—	$	6,485	$	(2,467	)	$	299	$	(2,168	)

The contributions to unconsolidated joint ventures represent $159,981,000 of cash invested by us in the joint venture with Forest City Enterprises. Please see Note 7 to our unaudited financial statements for additional information.

Financing Activities . The changes in net cash provided from or used in financing activities are primarily attributable to changes related to our long-term debt arrangements, proceeds from the issuance of common stock and dividend payments.

For the three months ended March 31, 2010, we had a net increase of $285,000,000 on our unsecured line of credit arrangement as compared to a net decrease of $235,000,000 for the same period in 2009. The changes in our senior unsecured notes are due to (i) the issuance of $342,394,000 of convertible senior unsecured notes in March 2010; (ii) the repurchase of $302,118,000 of convertible senior unsecured notes in March 2010; and (iii) the extinguishment of $21,723,000 of various senior unsecured notes in March 2009.

The following is a summary of our common stock issuances for the three months ended March 31, 2010 and 2009 (dollars in thousands, except per share amounts):


	Shares Issued		Average Price		Gross Proceeds		Net Proceeds
February 2009 public issuance		5,816,870	$	36.85	$	214,352	$	210,911
2009 Dividend reinvestment plan issuances		375,813		33.21		12,482		12,482

2009 Totals		6,192,683			$	226,834	$	223,393

2010 Dividend reinvestment plan issuances		385,875	$	42.00	$	16,208	$	16,208
2010 Option exercises		42,287		37.43		1,583		1,583

2010 Totals		428,162			$	17,791	$	17,791

In order to qualify as a REIT for federal income tax purposes, we must distribute at least 90% of our taxable income (including 100% of capital gains) to our stockholders. The increase in dividends is primarily attributable to an increase in our common stock. The following is a summary of our dividend payments (in thousands, except per share amounts):


	Three Months Ended
	March 31, 2010				March 31, 2009
	Per Share		Amount		Per Share		Amount
Common Stock	$	0.6800	$	84,523	$	0.6800	$	75,986
Series D Preferred Stock		0.4922		1,969		0.4922		1,969
Series E Preferred Stock		0.3750		28		0.3750		28
Series F Preferred Stock		0.4766		3,336		0.4766		3,336
Series G Preferred Stock		0.4688		176		0.4688		191

Totals			$	90,032			$	81,510

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Off-Balance Sheet Arrangements

During the three months ended March 31, 2010, we entered into a joint venture investment with Forest City Enterprises (NYSE:FCE.A and FCE.B). In connection with this transaction, we invested $159,981,000 of cash which is recorded as an equity investment on the balance sheet. Our share of the non-recourse secured debt assumed by the joint venture was approximately $142,190,000 with weighted-average interest rates of 7.2%. Please see Note 7 to our unaudited consolidated financial statements for additional information.

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on the general trend in interest rates at the applicable dates, our perception of the future volatility of interest rates and our relative levels of variable rate debt and variable rate investments. Please see Note 11 to our unaudited consolidated financial statements for additional information.

At March 31, 2010, we had four outstanding letter of credit obligations totaling $5,329,057 and expiring between 2010 and 2013. Please see Note 12 to our unaudited consolidated financial statements for additional information.

Contractual Obligations

The following table summarizes our payment requirements under contractual obligations as of March 31, 2010 (in thousands):


	Payments Due by Period
Contractual Obligations	Total		2010		2011-2012		2013-2014		Thereafter
Unsecured line of credit arrangement	$	425,000	$	—	$	425,000	$	—	$	—
Senior unsecured notes ⁽¹⁾		1,702,129		—		76,853		300,000		1,325,276
Secured debt ⁽¹⁾		725,809		12,671		41,536		207,138		464,464
Contractual interest obligations		1,048,035		104,502		242,553		199,352		501,628
Operating lease obligations		187,255		3,502		9,178		8,904		165,671
Purchase obligations		206,358		45,675		160,683		—		—
Other long-term liabilities		5,170		299		1,065		1,903		1,903

Total contractual obligations	$	4,299,756	$	166,649	$	956,868	$	717,297	$	2,458,942


(1)		Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.

At March 31, 2010, we had an unsecured line of credit arrangement with a consortium of sixteen banks in the amount of $1.15 billion, which is scheduled to expire on August 5, 2011. Borrowings under the agreement are subject to interest payable in periods no longer than three months at either the agent bank’s prime rate of interest or the applicable margin over LIBOR interest rate, at our option (0.85% at March 31, 2010). The applicable margin is based on our ratings with Moody’s Investors Service and Standard & Poor’s Ratings Services and was 0.6% at March 31, 2010. In addition, we pay a facility fee annually to each bank based on the bank’s commitment amount. The facility fee depends on our ratings with Moody’s Investors Service and Standard & Poor’s Ratings Services and was 0.15% at March 31, 2010. We also pay an annual agent’s fee of $50,000. Principal is due upon expiration of the agreement. At March 31, 2010, we had $425,000,000 outstanding under the unsecured line of credit arrangement and estimated total contractual interest obligations of $4,759,000. Contractual interest obligations are estimated based on the assumption that the balance of $425,000,000 at March 31, 2010 is constant until maturity at interest rates in effect at March 31, 2010.

We have $1,702,129,000 of senior unsecured notes principal outstanding with fixed annual interest rates ranging from 3.00% to 8.00%, payable semi-annually. Total contractual interest obligations on senior unsecured notes totaled $846,367,000 at March 31, 2010. A total of $775,276,000 of our senior unsecured notes are convertible notes that also contain put features. Please see Note 10 to our unaudited consolidated financial statements for additional information.

Additionally, we have secured debt with total outstanding principal of $725,809,000, collateralized by owned properties, with fixed annual interest rates ranging from 4.89% to 7.98%, payable monthly. The carrying values of the properties securing the debt totaled $1,067,247,000 at March 31, 2010. Total contractual interest obligations on secured debt totaled $196,909,000 at March 31, 2010.

At March 31, 2010, we had operating lease obligations of $187,255,000 relating primarily to ground leases at certain of our properties and office space leases.

Purchase obligations are comprised of unfunded construction commitments and contingent purchase obligations. At March 31, 2010, we had outstanding construction financings of $374,849,000 for leased properties and were committed to providing additional

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

financing of approximately $193,876,000 to complete construction. At March 31, 2010, we had contingent purchase obligations totaling $12,482,000. These contingent purchase obligations primarily relate to deferred acquisition fundings and capital improvements. Deferred acquisition fundings are contingent upon a tenant satisfying certain conditions in the lease. Upon funding, amounts due from the tenant are increased to reflect the additional investment in the property.

Other long-term liabilities relate to our Supplemental Executive Retirement Plan (“SERP”) and certain non-compete agreements. We have a SERP, a non-qualified defined benefit pension plan, which provides certain executive officers with supplemental deferred retirement benefits. The SERP provides an opportunity for participants to receive retirement benefits that cannot be paid under our tax-qualified plans because of the restrictions imposed by ERISA and the Internal Revenue Code of 1986, as amended. Benefits are based on compensation and length of service and the SERP is unfunded. No contributions by the company are anticipated for the 2010 fiscal year. Benefit payments are expected to total $4,758,000 during the next five fiscal years and no benefit payments are expected to occur during the succeeding five fiscal years. We use a December 31 measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $3,432,000 and $3,287,000 at March 31, 2010 and December 31, 2009, respectively.

In connection with the Windrose merger, we entered into consulting agreements with Fred S. Klipsch and Frederick L. Farrar, which expired in December 2008. We entered into a new consulting agreement with Mr. Farrar in December 2008, which expired in December 2009. Each consultant has agreed not to compete with us for a period of two years following the expiration of the agreement. In exchange for complying with the covenant not to compete, Messers. Klipsch and Farrar will receive eight quarterly payments of $75,000 and $37,500, respectively, with the first payment to be made on the date of expiration of the agreement. The first payment to Mr. Klipsch was made in December 2008. The first payment to Mr. Farrar was made in January 2010.

Capital Structure

As of March 31, 2010, we had stockholders’ equity of $3,759,916,000 and a total outstanding debt balance of $2,828,487,000, which represents a debt to total book capitalization ratio of 43%. Our ratio of debt to market capitalization was 32% at March 31, 2010. For the three months ended March 31, 2010, our interest coverage ratio was 3.08x. For the three months ended March 31, 2010, our fixed charge coverage ratio was 2.44x. Also, at March 31, 2010, we had $36,558,000 of cash and cash equivalents, $17,692,000 of restricted cash and $725,000,000 of available borrowing capacity under our unsecured line of credit arrangement.

Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of March 31, 2010, we were in compliance with all of the covenants under our debt agreements. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings with Moody’s Investors Service and Standard & Poor’s Ratings Services. However, under our unsecured line of credit arrangement, these ratings on our senior unsecured notes are used to determine the fees and interest charged.

As of April 30, 2010, our senior unsecured notes were rated Baa2 (stable), BBB- (positive) and BBB (stable) by Moody’s Investors Service, Standard & Poor’s Ratings Services and Fitch Ratings, respectively. We plan to manage the company to maintain investment grade status with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the noted rating agencies could have a material adverse impact on our cost and availability of capital, which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

On May 7, 2009, we filed an open-ended automatic or “universal” shelf registration statement with the Securities and Exchange Commission covering an indeterminate amount of future offerings of debt securities, common stock, preferred stock, depositary shares, warrants and units. As of April 30, 2010, we had an effective registration statement on file in connection with our enhanced dividend reinvestment plan under which we may issue up to 10,760,247 shares of common stock. As of April 30, 2010, 6,057,901 shares of common stock remained available for issuance under this registration statement. In November 2008, we entered into an Equity Distribution Agreement with UBS Securities LLC relating to the offer and sale from time to time of up to $250,000,000 aggregate amount of our common stock (“Equity Shelf Program”). As of April 30, 2010, we had $139,356,000 of remaining capacity under the Equity Shelf Program. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured line of credit arrangement.

Results of Operations

Our primary sources of revenue include rent and interest. Our primary expenses include interest expense, depreciation and amortization, property operating expenses and general and administrative expenses. These revenues and expenses are reflected in our Consolidated Statements of Income and are discussed in further detail below. The following is a summary of our results of operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollars in thousands, except per share amounts):


	Three Months Ended						Change
	March 31,			March 31,
	2010			2009			Amount			%
Net income attributable to common stockholders	$	25,812		$	61,119		$	(35,307	)		-58	%
Funds from operations		63,087			85,322			(22,235	)		-26	%
EBITDA		105,344			136,032			(30,688	)		-23	%
Net operating income		143,055			134,819			8,236			6	%

Per share data (fully diluted):
Net income attributable to common stockholders	$	0.21		$	0.56		$	(0.35	)		-63	%
Funds from operations		0.51			0.79			(0.28	)		-35	%

Interest coverage ratio		3.08	x		3.88	x		-0.80	x		-21	%
Fixed charge coverage ratio		2.44	x		3.18	x		-0.74	x		-23	%

We evaluate our business and make resource allocations on our two business segments — senior housing and care properties and medical facilities. Please see Note 17 to our unaudited consolidated financial statements for additional information.

Senior Housing and Care Properties

The following is a summary of our results of operations for the senior housing and care properties segment (dollars in thousands):


	Three Months Ended				Change
	March 31,		March 31,
	2010		2009		$			%
Revenues:
Rental income	$	92,628	$	84,648	$	7,980			9	%
Interest income		8,575		8,723		(148	)		-2	%
Other income		494		792		(298	)		-38	%

		101,697		94,163		7,534			8	%

Expenses:
Interest expense		4,535		787		3,748			476	%
Depreciation and amortization		26,205		23,498		2,707			12	%
Transaction costs		5,019		—		5,019			n/a
Provision for loan losses		—		140		(140	)		-100	%

		35,759		24,425		11,334			46	%


Income from continuing operations		65,938		69,738		(3,800	)		-5	%
Discontinued operations:
Gain on sales of properties		5,728		2,681		3,047			114	%
Income from discontinued operations, net		280		1,813		(1,533	)		-85	%

Discontinued operations, net		6,008		4,494		1,514			34	%

Net income	$	71,946	$	74,232	$	(2,286	)		-3	%

The increase in rental income is primarily attributable to the conversion of newly constructed senior housing and care properties subsequent to March 31, 2009 from which we receive rent. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may not continue to increase. Sales of real property would offset revenue increases and, to the extent that they exceed new acquisitions, could result in decreased revenues. Our leases could renew above or below current rent rates, resulting in an increase or decrease in rental income.

Interest expense for the three months ended March 31, 2010 represents $4,671,000 of secured debt interest expense offset by interest allocated to discontinued operations. Interest expense for the three months ended March 31, 2009 represents $1,644,000 of secured debt interest expense offset by interest allocated to discontinued operations. The change in secured debt interest expense is due to the net effect and timing of assumptions, extinguishments and principal amortizations. The following is a summary of our senior housing and care property secured debt principal activity (dollars in thousands):


	Three Months Ended						Three Months Ended
	March 31, 2010						March 31, 2009
				Weighted Avg.						Weighted Avg.
	Amount			Interest Rate			Amount			Interest Rate
Beginning balance	$	298,492			5.998	%	$	94,234			6.996	%
Principal payments		(1,341	)		6.011	%		(677	)		6.982	%

Ending balance	$	297,151			5.997	%	$	93,557			6.996	%

Monthly averages	$	297,850			5.998	%	$	93,902			6.996	%

Depreciation and amortization increased primarily as a result of the conversions of newly constructed investment properties subsequent to March 31, 2009. To the extent that we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.

Transaction costs for the three months ended March 31, 2010 primarily represent a $5,000,000 termination fee incurred in connection with the transfer of an entrance fee property to a new operator.

At March 31, 2010, we had four senior housing and care properties that satisfied the requirements for held for sale treatment. We did not recognize any impairment losses on these assets as the fair value less estimated costs to sell exceeded our carrying values. During the three months ended March 31, 2010, we sold two senior housing and care properties. The following illustrates the reclassification impact as a result of classifying the properties sold subsequent to January 1, 2009 or held for sale at March 31, 2010 as discontinued operations for the periods presented. Please refer to Note 5 to our unaudited consolidated financial statements for further discussion.


	Three Months Ended
	March 31,
	2010		2009
Rental income	$	610	$	4,787
Expenses:
Interest expense		136		857
Provision for depreciation		194		2,117

Income from discontinued operations, net	$	280	$	1,813

During the three months ended March 31, 2010, we had one reserved loan payoff resulting in a $158,000 write-off and related net reduction of the allowance balance. As a result of our quarterly evaluations, we did not further adjust our allowance for loan losses during the three months ended March 31, 2010. The provision for loan losses is related to our critical accounting estimate for the allowance for loan losses and is discussed in “Critical Accounting Policies.”

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Medical Facilities

The following is a summary of our results of operations for the medical facilities segment (dollars in thousands):


	Three Months Ended						Change
	March 31,			March 31,
	2010			2009			$			%

Revenues:
Rental income	$	50,087		$	42,761		$	7,326			17	%
Interest income		473			1,230			(757	)		-62	%
Other income		271			316			(45	)		-14	%

		50,831			44,307			6,524			15	%

Expenses:
Interest expense		5,519			4,738			781			16	%
Property operating expenses		12,513			11,049			1,464			13	%
Depreciation and amortization		17,182			14,700			2,482			17	%
Transaction costs		2,695			—			2,695			n/a

		37,909			30,487			7,422			24	%


Income from continuing operations before income taxes and income from unconsolidated joint ventures		12,922			13,820			(898	)		-6	%
Income tax expense		(58	)		(144	)		86			-60	%
Income from unconsolidated joint ventures		768			—			768			n/a

Income from continuing operations		13,632			13,676			(44	)		0	%
Discontinued operations:
Gain (loss) on sales of properties		990			14,356			(13,366	)		-93	%
Income (loss) from discontinued operations, net		(483	)		749			(1,232	)		n/a

Discontinued operations, net		507			15,105			(14,598	)		-97	%

Net income (loss)		14,139			28,781			(14,642	)		-51	%
Less: Net income attributable to noncontrolling interests		373			2			371			18550	%

Net income (loss) attributable to common stockholders	$	13,766		$	28,779		$	(15,013	)		-52	%

The increase in rental income is primarily attributable to the acquisitions and construction conversions of medical facilities subsequent to March 31, 2009 from which we receive rent. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Sales of real property would offset revenue increases and, to the extent that they exceed new acquisitions, could result in decreased revenues. Our leases could renew above or below current rent rates, resulting in an increase or decrease in rental income. Interest income decreased from the prior period primarily due to a decline in outstanding balances for medical facility real estate loans. Other income is attributable to third party management fee income.

Interest expense for the three months ended March 31, 2010 represents $5,577,000 of secured debt interest expense offset by interest allocated to discontinued operations. Interest expense for the three months ended March 31, 2009 represents $5,213,000 of secured debt interest expense offset by interest allocated to discontinued operations. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, extinguishments and principal amortizations. During the three months ended March 31, 2010, we assumed $106,140,000 of secured debt loans in connection with the acquisition of 17 medical office buildings. The following is a summary of our medical facilities secured debt principal activity (dollars in thousands):

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


	Three Months Ended						Three Months Ended
	March 31, 2010						March 31, 2009
				Weighted Avg.						Weighted Avg.
	Amount			Interest Rate			Amount			Interest Rate
Beginning balance	$	314,065			5.677	%	$	354,145			5.799	%
Debt assumed		106,140			7.352	%		—			0.000	%
Principal payments		(1,837	)		5.875	%		(1,529	)		5.760	%

Ending balance	$	418,368			6.101	%	$	352,616			5.799	%

Monthly averages	$	366,311			5.919	%	$	353,412			5.799	%

The increase in property operating expenses and depreciation and amortization is primarily attributable to acquisitions and construction conversions of new medical facilities for which we incur certain property operating expenses offset by property operating expenses associated with discontinued operations.

Transaction costs for the three months ended March 31, 2010 represent costs incurred in connection with the acquisition of 17 medical office buildings.

Income tax expense is primarily related to third party management fee income.

Income from unconsolidated joint ventures represents our share of net income related to our joint venture investment with Forest City Enterprises. The following is a summary of our net income from this investment for the three months ended March 31, 2010 (in thousands):


Revenues	$	3,725
Operating expenses		1,101

Net operating income		2,624
Depreciation and amortization		775
Interest expense		923
Asset management fee		158

Net income	$	768

During the year ended December 31, 2009, an impairment charge of $25,223,000 was recorded to reduce the carrying value of eight medical facilities to their estimated fair value less costs to sell. In determining the fair value of the properties, we used a combination of third party appraisals based on market comparable transactions, other market listings and asset quality as well as management calculations based on projected operating income and published capitalization rates. During the three months ended March 31, 2010, we sold two medical facilities that were held for sale. At March 31, 2010, we had six medical facilities that satisfied the requirements for held for sale treatment. We did not recognize any impairment loss on these properties in 2010 as the fair value less estimated costs to sell exceeded our carrying values. The following illustrates the reclassification impact as a result of classifying medical facilities sold subsequent to January 1, 2009 or held for sale at March 31, 2010 as discontinued operations for the periods presented. Please refer to Note 5 to our unaudited consolidated financial statements for further discussion.


	Three Months Ended
	March 31,
	2010			2009
Rental income	$	782		$	3,169
Expenses:
Interest expense		58			475
Property operating expenses		1,207			934
Provision for depreciation		—			1,011

Income (loss) from discontinued operations, net	$	(483	)	$	749

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net income attributable to non-controlling interests primarily relates to certain joint venture properties that are consolidated in our operating results.

Non-Segment/Corporate

The following is a summary of our results of operations for the non-segment/corporate activities (dollars in thousands):


	Three Months Ended						Change
	March 31,			March 31,
	2010			2009			$			%
Revenues:
Other income	$	231		$	376		$	(145	)		-39	%
Expenses:
Interest expense		19,737			21,154			(1,417	)		-7	%
General and administrative		16,821			17,361			(540	)		-3	%
Loss on extinguishments of debt		18,038			(1,678	)		19,716			n/a

		54,596			36,837			17,759			48	%


Net loss from continuing operations before income taxes		(54,365	)		(36,461	)		(17,904	)		49	%
Income tax (expense) benefit		(26	)		94			(120	)		n/a

Net loss		(54,391	)		(36,367	)		(18,024	)		50	%
Preferred stock dividends		5,509			5,524			(15	)		0	%

Net loss attributable to common stockholders	$	(59,900	)	$	(41,891	)	$	(18,009	)		43	%

Other income primarily represents income from non-real estate activities such as interest earned on temporary investments of cash reserves.

The following is a summary of our non-segment/corporate interest expense (dollars in thousands):


	Three Months Ended						Change
	March 31,			March 31,
	2010			2009			$			%
Senior unsecured notes	$	24,066		$	27,705		$	(3,639	)		-13	%
Secured debt		139			—			139			n/a
Unsecured lines of credit		1,040			1,684			(644	)		-38	%
Capitalized interest		(7,076	)		(9,865	)		2,789			-28	%
SWAP savings		(40	)		(40	)		—			0	%
Loan expense		1,608			1,670			(62	)		-4	%

Totals	$	19,737		$	21,154		$	(1,417	)		-7	%

The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments. The following is a summary of our senior unsecured note principal activity (dollars in thousands):

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


	Three Months Ended						Three Months Ended
	March 31, 2010						March 31, 2009
				Weighted Avg.						Weighted Avg.
	Amount			Interest Rate			Amount			Interest Rate
Beginning balance	$	1,661,853			5.557	%	$	1,845,000			5.782	%
Debt issued		342,394			3.000	%		—			0.000	%
Debt extinguished		(302,118	)		4.750	%		(21,723	)		6.504	%

Ending balance	$	1,702,129			5.186	%	$	1,823,277			5.773	%

Monthly averages	$	1,671,922			5.462	%	$	1,839,569			5.780	%

During the three months ended September 30, 2009, we completed a $10,750,000 first mortgage loan secured by a commercial real estate campus. The 10-year debt has a fixed interest rate of 6.37%.

The change in interest expense on the unsecured line of credit arrangement is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. The following is a summary of our unsecured line of credit arrangement (dollars in thousands):


	Three Months Ended March 31,
	2010			2009
Balance outstanding at quarter end	$	425,000		$	335,000
Maximum amount outstanding at any month end	$	425,000		$	559,000
Average amount outstanding (total of daily principal balances divided by days in period)	$	283,111		$	417,000
Weighted average interest rate (actual interest expense divided by average borrowings outstanding)		1.47	%		1.62	%

We capitalize certain interest costs associated with funds used to finance the construction of properties owned directly by us. The amount capitalized is based upon the balances outstanding during the construction period using the rate of interest that approximates our cost of financing. Our interest expense is reduced by the amount capitalized.

Please see Note 11 to our unaudited consolidated financial statements for a discussion of our interest rate swap agreements and their impact on interest expense. Loan expense represents the amortization of deferred loan costs incurred in connection with the issuance and amendments of debt. Loan expense for the three months ended March 31, 2010 is consistent with the prior year.

General and administrative expenses as a percentage of consolidated revenues (including revenues from discontinued operations) for the three months ended March 31, 2010 and 2009 were 10.91% and 11.83%, respectively. The change from prior year is primarily related to $3,909,000 of non-recurring expenses recognized during the three months ended March 31, 2009 in connection with the departure of Raymond W. Braun who formerly served as President of the company. This was partially offset by the recognition of $2,853,000 of expenses in connection with a performance-based stock grant during the three months ended March 31, 2010.

The change in preferred dividends is primarily attributable to preferred stock conversions into common stock. The following is a summary of our preferred stock activity (dollars in thousands):


	Three Months Ended						Three Months Ended
	March 31, 2010						March 31, 2009
				Weighted Avg.						Weighted Avg.
	Shares			Dividend Rate			Shares			Dividend Rate
Beginning balance		11,474,093			7.697	%		11,516,302			7.696	%
Shares converted		(23,986	)		7.500	%		(40,600	)		7.500	%

Ending balance		11,450,107			7.697	%		11,475,702			7.697	%

Monthly averages		11,462,100			7.697	%		11,500,602			7.697	%

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures

We believe that net income, as defined by U.S. GAAP, is the most appropriate earnings measurement. However, we consider FFO to be a useful supplemental measure of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means net income, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

Net operating income (“NOI”) is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property level operating expenses, which exclude depreciation and amortization, general and administrative expenses, impairments and interest expense. We believe NOI provides investors relevant and useful information because it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties.

EBITDA stands for earnings before interest, taxes, depreciation and amortization. We believe that EBITDA, along with net income and cash flow provided from operating activities, is an important supplemental measure because it provides additional information to assess and evaluate the performance of our operations. We primarily utilize EBITDA to measure our interest coverage ratio, which represents EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization and preferred dividends.

A covenant in our line of credit arrangement contains a financial ratio based on a definition of EBITDA that is specific to that agreement. Failure to satisfy this covenant could result in an event of default that could have a material adverse impact on our cost and availability of capital, which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Due to the materiality of this debt agreement and the financial covenant, we have disclosed Adjusted EBITDA, which represents EBITDA as defined above and adjusted for stock-based compensation expense, provision for loan losses and gain/loss on extinguishment of debt. We use Adjusted EBITDA to measure our adjusted fixed charge coverage ratio, which represents Adjusted EBITDA divided by fixed charges on a trailing twelve months basis. Fixed charges include total interest (excluding capitalized interest and non-cash interest expenses), secured debt principal amortization and preferred dividends. Our covenant requires an adjusted fixed charge ratio of at least 1.75 times.

Other than Adjusted EBITDA, our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management. Adjusted EBITDA is used solely to determine our compliance with a financial covenant of our line of credit arrangement and is not being presented for use by investors for any other purpose. None of our supplemental measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Multi-period amounts may not equal the sum of the individual quarterly amounts due to rounding.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of FFO to net income attributable to common stockholders, the most directly comparable U.S. GAAP measure, for the periods presented. The provisions for depreciation and amortization include provisions for depreciation and amortization from discontinued operations. Noncontrolling interest amounts represent the noncontrolling interests’ share of depreciation and amortization. Unconsolidated joint venture amounts represent our share of unconsolidated joint ventures’ depreciation and amortization. Amounts are in thousands except for per share data.


	Three Months Ended
	March 31,			June 30,			September 30,			December 31,			March 31,
FFO Reconciliation:	2009			2009			2009			2009			2010

Net income attributable to common stockholders	$	61,119		$	59,240		$	19,130		$	31,700		$	25,812
Depreciation and amortization		41,326			40,731			41,085			41,780			43,581
Loss (gain) on sales of properties		(17,036	)		(10,677	)		806			(16,487	)		(6,718	)
Noncontrolling interests		(87	)		(87	)		(88	)		(703	)		(363	)
Unconsolidated joint ventures		—			—			—			—			775

Funds from operations	$	85,322		$	89,207		$	60,933		$	56,290		$	63,087

Average common shares outstanding:
Basic		108,214			110,864			114,874			122,700			123,270
Diluted		108,624			111,272			115,289			123,105			123,790

Per share data:
Net income attributable to common stockholders
Basic	$	0.56		$	0.53		$	0.17		$	0.26		$	0.21
Diluted		0.56			0.53			0.17			0.26			0.21

Funds from operations
Basic	$	0.79		$	0.80		$	0.53		$	0.46		$	0.51
Diluted		0.79			0.80			0.53			0.46			0.51

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following table reflects the reconciliation of NOI for the periods presented. All amounts include amounts from discontinued operations, if applicable. Our share of revenues and expenses from unconsolidated joint ventures for life science buildings are included in medical facilities. Amounts are in thousands.


	Three Months Ended
	March 31,		June 30,		September 30,		December 31,		March 31,
NOI Reconciliation:	2009		2009		2009		2009		2010
Total revenues:
Senior housing and care:
Rental income:
Senior housing	$	47,704	$	47,678	$	47,446	$	47,856	$	52,366
Skilled nursing facilities		41,731		42,978		41,983		40,733		40,872

Sub-total		89,435		90,656		89,429		88,589		93,238
Interest income		8,723		8,911		9,266		9,046		8,575
Other income		792		570		557		3,389		494

Total senior housing and care revenues		98,950		100,137		99,252		101,024		102,307
Medical facilities:
Rental income
Medical office buildings		33,253		32,593		35,008		35,980		40,088
Hospitals		12,677		10,628		10,884		10,779		10,781
Life science buildings		—		—		—		—		3,725

Sub-total		45,930		43,221		45,892		46,759		54,594
Interest income		1,230		1,247		1,262		1,201		473
Other income		316		305		332		8,415		271

Total medical facilities revenues		47,476		44,773		47,486		56,375		55,338
Corporate other income		376		362		200		232		231

Total revenues		146,802		145,272		146,938		157,631		157,876
Property operating expenses:
Medical facilities:
Medical office buildings		11,983		12,044		12,974		11,964		12,992
Hospitals		—		—		—		—		728
Life science buildings		—		—		—		—		1,101

Total property operating expenses		11,983		12,044		12,974		11,964		14,821
Net operating income:
Senior housing and care		98,950		100,137		99,252		101,024		102,307
Medical facilities		35,493		32,729		34,512		44,411		40,517
Non-segment/corporate		376		362		200		232		231

Net operating income	$	134,819	$	133,228	$	133,964	$	145,667	$	143,055

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Interest expense and the provisions for depreciation and amortization include discontinued operations. Dollars are in thousands.


	Three Months Ended
	March 31,			June 30,			September 30,			December 31,			March 31,
EBITDA Reconciliation:	2009			2009			2009			2009			2010

Net income	$	66,645		$	64,759		$	24,685		$	36,838		$	31,694
Interest expense		28,011			27,332			28,833			25,596			29,985
Income tax expense (benefit)		50			21			(55	)		151			84
Depreciation and amortization		41,326			40,731			41,085			41,780			43,581

EBITDA	$	136,032		$	132,843		$	94,548		$	104,365		$	105,344
Interest Coverage Ratio:
Interest expense	$	28,011		$	27,332		$	28,833		$	25,596		$	29,985
Non-cash interest expense		(2,772	)		(2,844	)		(2,895	)		(3,387	)		(2,841	)
Capitalized interest		9,865			11,026			9,975			10,305			7,076

Total interest		35,104			35,514			35,913			32,514			34,220
EBITDA	$	136,032		$	132,843		$	94,548		$	104,365		$	105,344

Interest coverage ratio		3.88	x		3.74	x		2.63	x		3.21	x		3.08	x

Fixed Charge Coverage Ratio:
Total interest	$	35,104		$	35,514		$	35,913		$	32,514		$	34,220
Secured debt principal payments		2,206			2,177			2,298			2,611			3,378
Preferred dividends		5,524			5,516			5,520			5,520			5,509

Total fixed charges		42,834			43,207			43,731			40,645			43,107
EBITDA	$	136,032		$	132,843		$	94,548		$	104,365		$	105,344

Fixed charge coverage ratio		3.18	x		3.07	x		2.16	x		2.57	x		2.44	x

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Interest expense and the provisions for depreciation and amortization include discontinued operations. Dollars are in thousands.


	Twelve Months Ended
	March 31,			June 30,			September 30,			December 31,			March 31,
Adjusted EBITDA Reconciliation:	2009			2009			2009			2009			2010

Net income	$	314,613		$	218,112		$	183,478		$	192,927		$	157,976
Interest expense		131,750			122,927			116,406			109,772			111,746
Income tax expense		77			54			152			168			201
Depreciation and amortization		164,797			165,898			165,292			164,923			167,177
Stock-based compensation expense		11,360			11,034			10,637			9,633			10,619
Provision for loan losses		234			234			234			23,261			23,121
Loss (gain) on extinguishment of debt		(2,446	)		(2,446	)		24,696			25,107			44,822

Adjusted EBITDA	$	620,385		$	515,813		$	500,895		$	525,791		$	515,662

Adjusted Fixed Charge Coverage Ratio:
Interest expense	$	131,750		$	122,927		$	116,406		$	109,772		$	111,746
Capitalized interest		29,727			35,690			39,301			41,170			38,381
Non-cash interest expense		(11,214	)		(11,289	)		(11,410	)		(11,898	)		(11,967	)
Secured debt principal payments		8,232			8,592			8,810			9,292			10,464
Preferred dividends		22,579			22,311			22,101			22,079			22,064

Total fixed charges		181,074			178,231			175,208			170,415			170,688
Adjusted EBITDA	$	620,385		$	515,813		$	500,895		$	525,791		$	515,662

Adjusted fixed charge coverage ratio		3.43	x		2.89	x		2.86	x		3.09	x		3.02	x

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting estimate or assumption critical if:

	•		the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

	•		the impact of the estimates and assumptions on financial condition or operating performance is material.

Management has discussed the development and selection of its critical accounting policies with the Audit Committee of the Board of Directors and the Audit Committee has reviewed the disclosure presented below relating to them. Management believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 1 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009 for further information regarding significant accounting policies that impact us. There have been no material changes to these policies in 2010.

The following table presents information about our critical accounting policies, as well as the material assumptions used to develop each estimate:


Nature of Critical		Assumptions/Approach
Accounting Estimate		Used
Revenue Recognition

Revenue is recorded in accordance with U.S. GAAP, which requires that revenue be recognized after four basic criteria are met. These four criteria include persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. If the collectability of revenue is determined incorrectly, the amount and timing of our reported revenue could be significantly affected. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risk. Substantially all of our operating leases contain fixed and/or contingent escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period.		We evaluate the collectibility of our revenues and related receivables on an on-going basis. We evaluate collectibility based on assumptions and other considerations including, but not limited to, the certainty of payment, payment history, the financial strength of the investment’s underlying operations as measured by cash flows and payment coverages, the value of the underlying collateral and guaranties and current economic conditions. If our evaluation indicates that collectibility is not reasonably assured, we may place an investment on non-accrual or reserve against all or a portion of current income as an offset to revenue. For the three months ended March 31, 2010, we recognized $9,048,000 of interest income and $144,107,000 of rental income, including discontinued operations. Cash receipts on leases with deferred revenue provisions were $1,738,000 as compared to gross straight-line rental income recognized of $4,453,000 for the three months ended March 31, 2010. At March 31, 2010, our straight-line receivable balance was $82,056,000, net of reserves totaling $273,000. Also at March 31, 2010, we had real estate loans with outstanding balances of $78,104,000 on non-accrual status.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Nature of Critical		Assumptions/Approach
Accounting Estimate		Used
Business Combinations

Substantially all of the properties owned by us are leased under operating leases and are recorded at cost. The cost of our real property is allocated to land, buildings, improvements and intangibles in accordance with U.S. GAAP.		We compute depreciation and amortization on our properties using the straight-line method based on their estimated useful lives which range from 15 to 40 years for buildings and five to 15 years for improvements. Lives for intangibles are based on the remaining term of the underlying leases. For the three months ended March 31, 2010, we recorded $32,131,000, $9,285,000 and $2,165,000 as provisions for depreciation and amortization relating to buildings, improvements and intangibles, respectively, including amounts reclassified as discontinued operations. The average useful life of our buildings, improvements and intangibles was 39.2 years, 11.5 years and 9.6 years, respectively, for the three months ended March 31, 2010.

Impairment of Long-Lived Assets

We review our long-lived assets for potential impairment in accordance with U.S. GAAP. An impairment charge must be recognized when the carrying value of a long-lived asset is not recoverable. The carrying value is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that a permanent impairment of a long-lived asset has occurred, the carrying value of the asset is reduced to its fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.		The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if there are indicators of impairment. These indicators may include anticipated operating losses at the property level, the tenant’s inability to make rent payments, a decision to dispose of an asset before the end of its estimated useful life and changes in the market that may permanently reduce the value of the property. If indicators of impairment exist, then the undiscounted future cash flows from the most likely use of the property are compared to the current net book value. This analysis requires us to determine if indicators of impairment exist and to estimate the most likely stream of cash flows to be generated from the property during the period the property is expected to be held.

		We did not record any impairment charges during the three months ended March 31, 2010.
Fair Value of Derivative Instruments

The valuation of derivative instruments is accounted for in accordance with U.S. GAAP, which requires companies to record derivatives at fair market value on the balance sheet as assets or liabilities.		The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values for our derivatives are estimated by utilizing pricing models that consider forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates which may change in the future. At March 31, 2010, we participated in two interest rate swap agreements which are reported at their fair value of $3,632,000 and are included in other liabilities and accumulated other comprehensive income.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Nature of Critical		Assumptions/Approach
Accounting Estimate		Used
Allowance for Loan Losses

We maintain an allowance for loan losses in accordance with U.S. GAAP. The allowance for loan losses is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the allowance is based on a quarterly evaluation of all outstanding loans. If this evaluation indicates that there is a greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the original loan agreement. Consistent with this definition, all loans on non-accrual are deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status.		The determination of the allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments and principal. We evaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, delinquency status, historical loan charge-offs, financial strength of the borrower and guarantors and value of the underlying property. During the three months ended March 31, 2010, we had one reserved loan payoff resulting in a $158,000 write-off and related net reduction of the allowance balance. As a result of our quarterly evaluations, we did not further adjust our allowance for loan losses during the three months ended March 31, 2010, resulting in an allowance for loan losses of $5,025,000 relating to real estate loans with outstanding balances of $91,453,000. Also at March 31, 2010, we had real estate loans with outstanding balances of $78,104,000 on non-accrual status.

Forward-Looking Statements and Risk Factors

This Quarterly Report on Form 10-Q may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the possible expansion of the company’s portfolio; the sale of properties; the performance of its operators and properties; its occupancy rates; its ability to acquire or develop properties; its ability to manage properties; its ability to enter into agreements with viable new tenants for vacant space or for properties that the company takes back from financially troubled tenants, if any; its ability to make distributions; its policies and plans regarding investments, financings and other matters; its tax status as a real estate investment trust; its ability to appropriately balance the use of debt and equity; its ability to access capital markets or other sources of funds; its critical accounting policies; and its ability to meet its earnings guidance. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care, senior housing and life science industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; the company’s ability to transition or sell facilities with profitable results; the failure to make new investments as and when anticipated; acts of God affecting the company’s properties; the company’s ability to re-lease space at similar rates as vacancies occur; the company’s ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; regulatory approval and market acceptance of the products and technologies of life science tenants; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future acquisitions; environmental laws affecting the company’s properties; changes in rules or practices governing the company’s financial reporting; and legal and operational matters, including real estate investment trust qualification and key management personnel recruitment and retention. Other important factors are identified in the company’s Annual Report on Form 10-K for the year ended December 31, 2009, including factors identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. This section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates.

We historically borrow on our unsecured line of credit arrangement to acquire, construct or make loans relating to health care and senior housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under the unsecured line of credit arrangement.

A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value of our fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):


	March 31, 2010					December 31, 2009
	Principal		Change in			Principal		Change in
	balance		fair value			balance		fair value
Senior unsecured notes	$	1,702,129	$	(139,070	)	$	1,661,853	$	(129,350	)
Secured debt		594,686		(28,449	)		491,094		(22,522	)

Totals	$	2,296,815	$	(167,519	)	$	2,152,947	$	(151,872	)

Our variable rate debt, including our unsecured line of credit arrangement, is reflected at fair value. At March 31, 2010, we had $425,000,000 outstanding related to our variable rate line of credit and $131,456,000 outstanding related to our variable rate secured debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $5,565,000. At December 31, 2009, we had $140,000,000 outstanding related to our variable rate line of credit and $131,952,000 outstanding related to our variable rate secured debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $2,720,000.

We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.

Item 4. Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by us in the reports we file with or submit to the Securities and Exchange Commission (“SEC”) under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. No changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

Except as provided in “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward Looking Statements and Risk Factors,” there have been no material changes from the risk factors identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Total Number of Shares

Maximum Number of

Total Number

Purchased as Part of

Shares that May Yet Be

of Shares

Average Price Paid

Publicly Announced Plans

Purchased Under the Plans

Period

Purchased ⁽¹⁾

Per Share

or Programs ⁽²⁾

or Programs

January 1, 2010 through March 31, 2010

83,653

43.47

February 1, 2010 through February 28, 2010

465

42.36

March 1, 2010 through March 31, 2010

633

45.62

Totals

84,751

43.48


(1)		During the three months ended March 31, 2010, the company acquired shares of common stock held by employees who tendered owned shares to satisfy the tax withholding on the lapse of certain restrictions on restricted stock.

(2)		No shares were purchased as part of publicly announced plans or programs.

Item 5. Other Information

Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of Health Care REIT, Inc. was duly called and held on May 6, 2010 in Toledo, Ohio. The voting results for each of the proposals submitted to a vote of the stockholders at the annual meeting are as follows:

Proposal #1 — Election of three directors for a term of three years:


Nominee	For		Withheld		Broker Non-Votes
Thomas J. DeRosa		90,059,946		952,205		16,930,294
Jeffrey H. Donahue		89,362,121		1,650,030		16,930,294
Fred S. Klipsch		89,538,959		1,473,192		16,930,294

Proposal #2 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year 2010:


For	Against		Abstentions
106,467,850		866,179		608,416

Item 6. Exhibits


4.1		Indenture, dated as of March 15, 2010, between Health Care REIT, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed with the SEC as Exhibit 4.1 to Health Care REIT, Inc.’s Form 8-K filed March 15, 2010, and incorporated herein by reference thereto).

4.2		Supplemental Indenture No. 1, dated as of March 15, 2010, between Health Care REIT, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed with the SEC as Exhibit 4.2 to Health Care REIT, Inc.’s Form 8-K filed March 15, 2010, and incorporated herein by reference thereto).

4.3		Supplemental Indenture No. 2, dated as of April 7, 2010, between Health Care REIT, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed with the SEC as Exhibit 4.2 to Health Care REIT, Inc.’s Form 8-K filed April 7, 2010, and incorporated herein by reference thereto).

10.1		Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan.

10.2		Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan.

10.3		Form of Restricted Stock Agreement for the Chief Executive Officer under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan.

10.4		Form of Restricted Stock Agreement for Executive Officers under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan.

10.5		Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan.

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1		Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.

32.2		Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.

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 hereunto duly authorized.


	HEALTH CARE REIT, INC.

Date: May 10, 2010	By:	/s/ GEORGE L. CHAPMAN
	George L. Chapman, Chairman, Chief Executive Officer and President (Principal Executive Officer)

Date: May 10, 2010	By:	/s/ SCOTT A. ESTES

	Scott A. Estes, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: May 10, 2010	By:	/s/ PAUL D. NUNGESTER, JR.

	Paul D. Nungester, Jr., Vice President and Controller (Principal Accounting Officer)

EXHIBIT 10.1

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”), made this day of , 20 , between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”).

WITNESSETH:

WHEREAS , the Participant is an employee and executive officer of the Corporation; and

WHEREAS , the Corporation adopted the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the “Plan”) in order to provide non-employee directors and select officers and key employees with incentives to achieve long-term corporate objectives; and

WHEREAS , the Compensation Committee of the Corporation’s Board of Directors decided that the Participant should be granted stock options to purchase shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), on the terms and conditions set forth below, and in accordance with the terms of the Plan.

NOW, THEREFORE , in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

1. Grant of Options .

Subject to the terms and conditions of this Agreement, the Corporation hereby grants to the Participant the right and option to purchase up to a total of shares of the Common Stock of the Corporation, at the option price of $ per share (the “Options”).

The Options shall consist of options to purchase shares of Common Stock intended to qualify as incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and options to purchase shares of Common Stock not intended to qualify as ISOs (“Nonstatutory Options”).

2. Period of Exercise .

The Options shall become exercisable by the Participant in five installments. Subject to the accelerated vesting provided for in Sections 8, 9, 10 and 11 below, at any time during the term of the Options, the maximum number of shares of Common Stock the Participant may purchase by exercising Nonstatutory Options, and the maximum number which the Participant may purchase by exercising ISOs, shall be limited as specified in the following schedule:


	MAXIMUM NUMBER OF SHARES	MAXIMUM NUMBER OF
	THAT MAY BE PURCHASED BY	SHARES THAT MAY BE
	EXERCISING NONSTATUTORY	PURCHASED BY
PERIOD	OPTIONS	EXERCISING ISOs

From , 20 to	Up to shares	Up to shares
, 20

From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)

From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)

From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)


	MAXIMUM NUMBER OF SHARES	MAXIMUM NUMBER OF
	THAT MAY BE PURCHASED BY	SHARES THAT MAY BE
	EXERCISING NONSTATUTORY	PURCHASED BY
PERIOD	OPTIONS	EXERCISING ISOs
From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)

If, during any of these periods, the Participant fails to exercise the Options with respect to all or any portion of the shares that may be acquired at such time, the Participant shall be entitled to exercise the Options with respect to the remaining portion of such shares at any subsequent time prior to the termination date of the Options.

The Options intended to be ISOs are subject to the $100,000 annual limit on vesting of ISOs as set forth in Section 422(d) of the Code. To the extent the aggregate fair market value (determined at the date of grant) of the shares of Common Stock with respect to which those ISOs first become exercisable by the Participant during any calendar year under this Section 2 (when aggregated with any prior ISOs granted to the Participant under stock option plans of the Corporation) exceeds $100,000, whether by reason of accelerated vesting under Sections 8, 9, 10 or 11 or otherwise, the Options shall consist of ISOs for the maximum number of shares that may be covered by ISOs without violating Section 422(d) of the Code, and the remaining Options becoming exercisable in that year shall be treated as Nonstatutory Options.

3. Termination Date of Options .

The Options granted herein shall terminate on , 20 , the tenth anniversary of the date of grant, and the Participant shall have no right to exercise the Options at any time thereafter.

4. Manner of Exercise .

If the Participant elects to exercise the Options to purchase shares of Common Stock, the Participant shall give written notice of such exercise to the Corporate Secretary of the Corporation. The notice of exercise shall state the number of shares of Common Stock as to which the Options are being exercised, and the Corporation shall determine whether the Options exercised are ISOs or Nonstatutory Options.

The Participant may exercise the Options to purchase all, or any lesser whole number, of the number of shares of Common Stock that the Participant is then permitted to purchase under Section 2.

5. Payment for Shares .

Full payment of the option price for the shares of Common Stock purchased by exercising the Options shall be due at the time the notice of exercise is delivered pursuant to Section 4. Such payment may be made (i) in cash, (ii) by delivery of shares of Common Stock currently owned by the Participant with a fair market value equal to the option price, or (iii) in any other form acceptable to the Corporation.

Alternatively, the Participant shall be deemed to have paid the full option price due upon exercise of the Options, if the Participant’s notice of exercise is accompanied by an irrevocable instruction to the Corporation to deliver the shares of Common Stock issuable upon exercise of the Options (less any shares withheld to satisfy the Participant’s tax obligations pursuant to Section 7 below) promptly to a broker-dealer designated by Participant, together with an irrevocable instruction to such broker-dealer to sell at least that portion of the shares necessary to pay the option price (and any tax withholding related expenses specified by the parties), and that portion of the sale proceeds needed to pay the option price is delivered directly to the Corporation no later than the close of business on the settlement date.

6. Issuance of Stock Certificates for Shares .

The stock certificates (or other evidence of ownership) for any shares of Common Stock issuable to the Participant upon exercise of the Options shall be delivered to the Participant (or to the person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution) as promptly after the date of exercise as is feasible, but not before the Participant has paid the option price for such shares and made any arrangements for tax withholding, as required by Section 7.

7. Tax Withholding .

Whenever the Participant exercises Options, the Corporation shall notify the Participant of the amount of tax (if any) that must be withheld by the Corporation under all applicable federal, state and local tax laws. With respect to each exercise of the Options, the Participant agrees to make arrangements with the Corporation to (a) remit the required amount to the Corporation in cash, (b) authorize the Corporation to withhold a portion of the shares of Common Stock otherwise issuable upon the exercise with a value

equal to the required amount, (c) deliver to the Corporation shares of Common Stock with a value equal to the required amount, (d) authorize the deduction of the required amount from the Participant’s compensation, or (e) otherwise provide for payment of the required amount in any other manner satisfactory to the Corporation.

8. Termination of Employment; Change in Corporate Control .

In the event of a Change in Corporate Control (as described below), or if the Participant’s employment with the Corporation is terminated before the Options expire or have been exercised with respect to all of the shares of Common Stock subject to the Options (as provided in subsections (a) and (b) below), the Participant shall have the right to exercise the Options during a period of ninety (90) days following the date of the Change in Corporate Control or termination of employment (as applicable), but in no event later than , 20 , and the Options shall expire at the end of such period.

(a) In the event of a Change in Corporate Control, or if the Participant’s employment is terminated involuntarily without “Cause” (as defined in the Participant’s Employment Agreement), any portion of the Options not previously exercisable under Section 2 shall become immediately exercisable.

(b) In the case of an involuntary termination not described in subsection (a) above, or a voluntary termination by the Participant not following a Change in Corporate Control, the maximum number of shares the Participant may purchase by exercising the Options shall be the number of shares which could be purchased at the date of termination pursuant to Section 2.

For purposes of this Section 8, termination of employment as a result of the expiration of the Participant’s Employment Agreement shall be considered a voluntary termination if the notice of non-renewal was delivered by the Participant and an involuntary termination if the notice of non-renewal was delivered by the Corporation and in both instances, the Participant is no longer employed by the Corporation.

For purposes of this Section 8, a “Change in Corporate Control” shall have the meaning set forth in the Participant’s Employment Agreement. To the extent that there is a conflict between the definition set forth in the Participant’s Employment Agreement and the definition set forth in the Plan, the definition of “Change in Corporate Control” set forth in the Participant’s Employment Agreement shall control.

9. Effect of Death .

If the Participant dies before the Options expire or have been exercised with respect to all of the shares of Common Stock subject to the Options, any portion of the Options not previously exercisable under Section 2 shall become exercisable, and the Participant’s executor, administrator, or any person to whom the Options may be transferred by the Participant’s will or by the laws of descent and distribution, shall have the right to exercise the Options, to the extent not previously exercised, at any time prior to the first anniversary of the date of death, but in no event later than , 20 . For this purpose, the terms of this Agreement shall be deemed to apply to such person as if he or she was the Participant.

10. Effect of Permanent and Total Disability .

If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, any portion of the Options not previously exercisable under Section 2 shall become exercisable, and the Options may be exercised at any time during the period of twelve (12) months following the date of termination of employment, but in no event later than , 20 .

11. Effect of Retirement .

If the termination of the Participant’s employment occurs as a result of the Participant’s retirement after age 55 and the sum of the Participant’s age and years of service to the Corporation is equal to 65 or more, Options shall vest as provided in Section 2 and shall be exercisable during the period of five (5) years following the date of termination of employment, but in no event later than , 20 .

12. Nontransferability .

The Participant’s rights under this Agreement may not be assigned or transferred by the Participant other than by will or the laws of descent and distribution. The Options may not be exercised by anyone other than the Participant or, in the case of the Participant’s death, by the person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution.

13. Securities Laws .

The Corporation may from time to time impose any conditions on the exercise of the Options as it deems necessary or advisable to ensure that the Options granted hereunder, and each exercise thereof, satisfy the applicable requirements of federal and state securities laws. Such conditions to satisfy applicable federal and state securities laws may include, without limitation, the partial or complete suspension of the right to exercise the Options until the offering of the shares covered by the Options have been registered under the Securities Act of 1933, as amended, or the printing of legends on all stock certificates issued to the Participant describing the restrictions on transfer of such shares.

14. Rights Prior to Issuance of Certificates .

Neither the Participant nor any person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution shall have any of the rights of a stockholder with respect to any shares of Common Stock until the date of the issuance to him or her of certificates (or other evidence of ownership) for such Common Stock as provided in Section 6 above.

15. Options Not to Affect Employment .

Neither this Agreement nor the Options granted hereunder shall confer upon the Participant any right to continued employment with the Corporation. This Agreement shall not in any way modify or restrict any rights the Corporation may have to terminate such employment under the terms of the Participant’s Employment Agreement.

16. Miscellaneous .

(a) This Agreement may be executed in one or more counterparts all of which taken together will constitute one and the same instrument.

(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

(c) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of the Common Stock, shall be governed by the Delaware General Corporation Law.

IN WITNESS WHEREOF , the parties have executed this Agreement on the date and year first above written.


ATTEST:				HEALTH CARE REIT, INC.

				By:


WITNESS:				PARTICIPANT:

EXHIBIT 10.2

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”), made this day of , 20 , between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”).

WITNESSETH:

WHEREAS , the Participant is an employee and executive officer of the Corporation; and

NOW, THEREFORE , in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

1. Grant of Options .

Subject to the terms and conditions of this Agreement, the Corporation hereby grants to the Participant the right and option to purchase up to a total of ___ shares of the Common Stock of the Corporation, at the option price of $ per share (the “Options”).

2. Period of Exercise .

The Options shall become exercisable by the Participant in five installments. Subject to the accelerated vesting provided for in Sections 8, 9 and 10 below, at any time during the term of the Options, the maximum number of shares of Common Stock the Participant may purchase by exercising Nonstatutory Options, and the maximum number which the Participant may purchase by exercising ISOs, shall be limited as specified in the following schedule:


	MAXIMUM NUMBER OF SHARES	MAXIMUM NUMBER OF
	THAT MAY BE PURCHASED BY	SHARES THAT MAY BE
	EXERCISING NONSTATUTORY	PURCHASED BY
PERIOD	OPTIONS	EXERCISING ISOs

From , 20 to , 20	Up to shares	Up to shares

From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)

From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)

From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)


	MAXIMUM NUMBER OF SHARES	MAXIMUM NUMBER OF
	THAT MAY BE PURCHASED BY	SHARES THAT MAY BE
	EXERCISING NONSTATUTORY	PURCHASED BY
PERIOD	OPTIONS	EXERCISING ISOs

From , 20 to , 20	Up to shares (less any shares previously purchased by exercising Nonstatutory Options)	Up to shares (less any shares previously purchased by exercising ISOs)

The Options intended to be ISOs are subject to the $100,000 annual limit on vesting of ISOs as set forth in Section 422(d) of the Code. To the extent the aggregate fair market value (determined at the date of grant) of the shares of Common Stock with respect to which those ISOs first become exercisable by the Participant during any calendar year under this Section 2 (when aggregated with any prior ISOs granted to the Participant under stock option plans of the Corporation) exceeds $100,000, whether by reason of accelerated vesting under Sections 8, 9 or 10 or otherwise, the Options shall consist of ISOs for the maximum number of shares that may be covered by ISOs without violating Section 422(d) of the Code, and the remaining Options becoming exercisable in that year shall be treated as Nonstatutory Options.

3. Termination Date of Options .

The Options granted herein shall terminate on , 20 , the tenth anniversary of the date of grant, and the Participant shall have no right to exercise the Options at any time thereafter.

4. Manner of Exercise .

The Participant may exercise the Options to purchase all, or any lesser whole number, of the number of shares of Common Stock that the Participant is then permitted to purchase under Section 2.

5. Payment for Shares .

6. Issuance of Stock Certificates for Shares .

7. Tax Withholding .

8. Termination of Employment; Change in Corporate Control .

9. Effect of Death .

10. Effect of Permanent and Total Disability or Retirement After Age 65 .

If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, or as a result of retirement after age 65, any portion of the Options not previously exercisable under Section 2 shall become exercisable, and the Options may be exercised at any time during the period of twelve (12) months following the date of termination of employment, or retirement, as the case may be, but in no event later than , 20 .

11. Nontransferability .

12. Securities Laws .

under the Securities Act of 1933, as amended, or the printing of legends on all stock certificates issued to the Participant describing the restrictions on transfer of such shares.

13. Rights Prior to Issuance of Certificates .

14. Options Not to Affect Employment .

15. Miscellaneous .

(a) This Agreement may be executed in one or more counterparts all of which taken together will constitute one and the same instrument.

(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

IN WITNESS WHEREOF , the parties have executed this Agreement on the date and year first above written.


ATTEST:				HEALTH CARE REIT, INC.

				By:


WITNESS:				PARTICIPANT:

EXHIBIT 10.3

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), made this day of , 20 , between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”).

WITNESSETH:

WHEREAS , the Participant is an employee and executive officer of the Corporation; and

WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has decided that the Participant should be granted restricted shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), on the terms and conditions set forth below in accordance with the terms of the Plan.

NOW, THEREFORE , in consideration of the past and future services provided to the Corporation by the Participant and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Grant of Restricted Stock .

The Corporation hereby grants to the Participant a total of shares of the Common Stock of the Corporation (the “Restricted Shares”), subject to the transfer restrictions, vesting schedule and other conditions set forth in this Agreement. The Participant shall not be required to provide the Corporation with any payment (other than his or her past and future services to the Corporation) in exchange for such Restricted Shares.

As provided in Section 4, the Corporation shall cause the Restricted Shares to be issued in book entry form and registered in the name of the Participant promptly upon execution of this Agreement. On or before the date of execution of this Agreement (if required by the Corporation), the Participant shall deliver to the Corporation one or more stock powers endorsed in blank relating to the Restricted Shares.

2. Restrictions .

(a) The Participant shall have all rights and privileges of a stockholder of the Corporation with respect to the Restricted Shares, including voting rights and the right to receive dividends paid with respect to the Restricted Shares, except that the following restrictions shall apply until such time or times as these restrictions lapse under Section 3 or any other provision of this Agreement:

(i) the Participant shall not be entitled to delivery of any certificates for any of the Restricted Shares until the restrictions imposed by this Agreement have lapsed with respect to those Restricted Shares;

(ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant before these restrictions have lapsed, except with the consent of the Corporation; and

(iii) the Restricted Shares shall be subject to forfeiture upon termination of the Participant’s employment with the Corporation to the extent set forth in Section 6 below.

If any portion of the Restricted Shares become vested under Section 3 below (or Sections 6, 7, 8 or 9), such newly vested shares shall no longer be subject to the preceding restrictions.

(b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.

3. Vesting; When Restrictions Lapse .

The Restricted Shares shall vest in five annual installments, on , 20 and the next four anniversaries of such date, or at such earlier time as the restrictions may lapse pursuant to Sections 6, 7, 8 or 9 of this Agreement. In the absence of

any accelerated vesting and lapse of the restrictions under Sections 6, 7, 8 or 9, the restrictions set forth in this Agreement shall lapse with respect to the following numbers of shares on the following dates:


		NUMBER OF SHARES
DATE		THAT BECOME VESTED

, 20		shares

, 20		shares

, 20		shares

, 20		shares

, 20		shares

4. Issuance of Shares .

The book entry for the Restricted Shares shall bear the following legend:

“The transferability of the shares of stock represented hereby is subject to the terms and conditions (including possible forfeiture) of a Restricted Stock Agreement entered into between the registered owner and Health Care REIT, Inc. A copy of such Restricted Stock Agreement is on file in the offices of the Corporate Secretary, Health Care REIT, Inc., One SeaGate, Suite 1500, Toledo, Ohio 43604.”

Once the restrictions imposed by this Agreement have lapsed with respect to any portion of the Restricted Shares, the book entry for such portion of the Restricted Shares shall be modified to remove the foregoing legend, but not before the Participant has made arrangements satisfactory to the Corporation for tax withholding (as required by Section 5), and the portion of the newly vested shares (if any) that the Participant applies to satisfy his or her tax withholding obligations pursuant to Section 5(b) below shall be transferred to the treasury of the Corporation.

5. Tax Withholding .

Whenever the restrictions applicable to all or a portion of the Restricted Shares lapse under the terms of this Agreement, the Corporation shall notify the Participant of the amount of tax that must be withheld by the Corporation under all applicable federal, state and local tax laws. The Participant agrees to make arrangements with the Corporation to (a) remit the required amount to the Corporation in cash, (b) deliver to the Corporation shares of Common Stock currently held by the Participant (including newly vested shares) with a value equal to the required amount, (c) authorize the deduction of the required amount from the Participant’s compensation, or (d) otherwise provide for payment of the required amount in a manner satisfactory to the Corporation.

6. Termination of Employment; Change in Corporate Control .

If the Participant’s employment with the Corporation is involuntarily terminated for “Cause” (as defined in the Participant’s Employment Agreement) during the term of this Agreement, or if the Participant voluntarily terminates his or her employment with the Corporation (other than after a Change in Corporate Control (as described below) occurring after the date hereof or as provided in Sections 7, 8 or 9 below), including any termination after the term of the Participant’s Employment Agreement expires by reason of the Participant’s election not to extend the term of the Employment Agreement, any Restricted Shares that remain subject to the restrictions imposed by this Agreement shall be forfeited.

If the Participant’s employment is terminated involuntarily without Cause, including an involuntary termination without Cause as a result of the Corporation’s election not to extend the term of the Participant’s Employment Agreement, or in the event of a Change in Corporate Control, vesting shall be accelerated, the restrictions imposed by this Agreement on the remaining Restricted Shares shall lapse immediately, and no Restricted Shares shall be forfeited.

For purposes of this Section 6, a “Change in Corporate Control” shall have the meaning set forth in the Participant’s Employment Agreement. To the extent that there is a conflict between the definition set forth in the Participant’s Employment Agreement and the definition set forth in the Plan, the definition of “Change in Corporate Control” set forth in the Participant’s Employment Agreement shall control.

7. Effect of Death .

If the termination of the Participant’s employment occurs as a result of the Participant’s death, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by this Agreement shall lapse immediately.

8. Effect of Permanent and Total Disability .

If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by this Agreement shall lapse immediately.

9. Effect of Retirement .

If the termination of the Participant’s employment occurs as a result of the Participant’s retirement after age 55 and the sum of the Participant’s age and years of service to the Corporation is equal to 65 or more, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by this Agreement shall lapse immediately upon retirement, provided that the Participant delivered to the Corporation, at least six months prior to the date of his or her retirement, written notice specifying such retirement date and the Participant remained in the continuous service of the Corporation from the date such notice was provided until his or her retirement date. Such written notice may not be modified or revoked. The Participant’s retirement under any circumstances other than as specified in the preceding provisions of this Section 9 shall result in the immediate forfeiture of all Restricted Shares that remain subject to the restrictions imposed by this Agreement.

10. Securities Laws .

The Corporation may from time to time impose such conditions on the transfer of the Restricted Shares as it deems necessary or advisable to ensure that any transfers of the Restricted Shares will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to transfer the Restricted Shares until the Restricted Shares have been registered under the Securities Act of 1933, as amended.

11. Grant Not to Affect Employment .

Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon the Participant any right to continued employment with the Corporation. This Agreement shall not in any way modify or restrict any rights the Corporation may have to terminate such employment under the terms of the Participant’s Employment Agreement with the Corporation.

12. Miscellaneous .

(a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.

(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

(c) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.

IN WITNESS WHEREOF , the parties have executed this Agreement on the date and year first above written.


ATTEST:				HEALTH CARE REIT, INC.

				By:


WITNESS:				PARTICIPANT:

EXHIBIT 10.4

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), made this day of , 20 , between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”).

WITNESSETH:

WHEREAS , the Participant is an employee and executive officer of the Corporation; and

1. Grant of Restricted Stock .

2. Restrictions .

(iii) the Restricted Shares shall be subject to forfeiture upon termination of the Participant’s employment with the Corporation to the extent set forth in Section 6 below.

If any portion of the Restricted Shares become vested under Section 3 below (or Sections 6, 7 or 8), such newly vested shares shall no longer be subject to the preceding restrictions.

(b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.

3. Vesting; When Restrictions Lapse .

accelerated vesting and lapse of the restrictions under Sections 6, 7 or 8, the restrictions set forth in this Agreement shall lapse with respect to the following numbers of shares on the following dates:


		NUMBER OF SHARES
DATE		THAT BECOME VESTED

, 20		shares

, 20		shares

, 20		shares

, 20		shares

, 20		shares

4. Issuance of Shares .

The book entry for the Restricted Shares shall bear the following legend:

5. Tax Withholding .

6. Termination of Employment; Change in Corporate Control .

If the Participant’s employment with the Corporation is involuntarily terminated for “Cause” (as defined in the Participant’s Employment Agreement) during the term of this Agreement, or if the Participant voluntarily terminates his or her employment with the Corporation (other than after a Change in Corporate Control (as described below) occurring after the date hereof or as provided in Sections 7 or 8 below), including any termination after the term of the Participant’s Employment Agreement expires by reason of the Participant’s election not to extend the term of the Employment Agreement, any Restricted Shares that remain subject to the restrictions imposed by this Agreement shall be forfeited.

7. Effect of Death .

8. Effect of Permanent and Total Disability or Retirement After Age 65 .

If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, or as a result of retirement after age 65, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by this Agreement shall lapse immediately.

9. Securities Laws .

10. Grant Not to Affect Employment .

11. Miscellaneous .

(a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.

(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

(c) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.

IN WITNESS WHEREOF , the parties have executed this Agreement on the date and year first above written.


ATTEST:				HEALTH CARE REIT, INC.

				By:


WITNESS:				PARTICIPANT:

EXHIBIT 10.5

DEFERRED STOCK UNIT
GRANT AGREEMENT
FOR NON-EMPLOYEE DIRECTOR

THIS DEFERRED STOCK UNIT GRANT AGREEMENT (the “Agreement”), made this day of , 20___(the “Grant Date”), between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and (the “Director”).

WITNESSETH:

WHEREAS , the Director serves as a member of the Board of Directors of the Corporation;

WHEREAS , the Corporation maintains the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the “Plan”) in order to promote the growth and profitability of the Corporation by providing officers, key employees and non-employee directors with incentives to achieve long-term corporate objectives, to assist the Corporation in attracting and retaining officers, key employees and non-employee directors of outstanding competence, and to provide such individuals with an opportunity to acquire an equity interest in the Corporation;

WHEREAS , the Plan authorizes awards under the Plan to be made to non-employee directors with the approval of the Compensation Committee of the Board of Directors; and

WHEREAS , the Compensation Committee has determined that each non-employee director of the Corporation shall be granted Deferred Stock Units with respect to shares of the Corporation’s common stock on the terms and conditions set forth below.

NOW, THEREFORE , in consideration of the past and future services the Director has provided to the Corporation as a member of the Board, and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Grant of Deferred Stock Units .

The Corporation hereby grants to the Director Deferred Stock Units with respect to a total of shares of common stock, $1.00 par value per share, of the Corporation (the “Common Stock”), subject to satisfaction of the vesting conditions and other terms set forth in this Agreement. The Director shall not be required to make any payment to the Corporation (other than his or her services as a director) in exchange for such Deferred Stock Units or in exchange for the issuance of shares of Common Stock upon vesting of Deferred Stock Units.

2. Deferred Delivery of Shares .

The Director shall not be entitled to the issuance of shares of Common Stock or to receive any distributions with respect to the Deferred Stock Units, except as provided in Section 9 below, until such time as the Deferred Stock Units may vest under Section 3 below. Further, except as provided in Section 9 below, the Director shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) with respect to the shares of Common Stock to be issued pursuant to the Deferred Stock Units until such time as the Deferred Stock Units vest and the shares of Common Stock are issued to the Director.

3. Vesting; When Deferred Stock Units Vest .

Subject to the terms and conditions of this Agreement, the Deferred Stock Units shall vest in three annual installments, on the first three anniversaries of the Grant Date, subject to the Director’s continued service as a member of the Board of Directors through such dates, or at such earlier time as the Deferred Stock Units may vest pursuant to Sections 7 or 8 of this Agreement. In the absence of any accelerated vesting under Sections 7 or 8, the Deferred Stock Units granted under this Agreement shall vest with respect to the following numbers of shares on the following vesting dates:


VESTING		NUMBER OF DSUs
DATES		THAT BECOME VESTED

, 20		shares


VESTING		NUMBER OF DSUs
DATES		THAT BECOME VESTED

, 20		shares

, 20		shares

The Deferred Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Director, and the shares of Common Stock potentially issuable to the Director pursuant to these Deferred Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered by the Director until such shares are so issued.

Any attempt to dispose of the Deferred Stock Units in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.

4. Issuance of Shares .

Whenever any or all of the Deferred Stock Units granted to the Director under this Agreement become vested pursuant to Section 3 or Sections 7 or 8 below, the Corporation shall cause a number of shares of Common Stock equal to the number of newly vested Deferred Stock Units to be issued to the Director in book entry form and registered in the name of the Director. Evidence of ownership of such shares of Common Stock shall be delivered to the Director (or to his or her designated nominee) within sixty (60) days following the vesting date. Once shares of Common Stock have been issued as a result of the vesting of Deferred Stock Units, the corresponding vested Deferred Stock Unit shall be considered cancelled and shall be of no further force or effect.

5. No Tax Withholding .

The Corporation shall issue to the Internal Revenue Service and to the Director a Form 1099 and any other reporting form that may be required to report the amount of tax which the Director has incurred under applicable federal, state and local tax laws. The Corporation will not withhold such taxes, and the Director acknowledges that the Director may need to adjust his or her estimated tax payments to take the additional taxable income into account.

6. Termination of Service on the Board .

(a) Except as provided in Sections 6(b), 7 or 8 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director’s term of office, is not nominated by the Board to stand for election at the Annual Stockholders’ Meeting at which the Director’s term of office expires, or, if nominated, is not reelected, then any Deferred Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Deferred Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 6(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4.

(b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director’s duties and responsibilities for any reason other than illness or incapacity), then all Deferred Stock Units which have not previously become vested shall immediately be forfeited.

7. Effect of Death or Disability .

(a) If the Director ceases to serve as a member of the Board as a result of the Director’s death before the Deferred Stock Units granted under this Agreement have become vested, vesting of any unvested Deferred Stock Units granted to the Director under this Agreement shall be accelerated, and the Corporation shall cause a number of shares of Common Stock equal to the number of newly vested Deferred Stock Units to be issued in book entry form. Evidence of ownership of such shares of Common Stock shall be delivered to the Director’s executor, administrator, or any person to whom the Director’s rights with respect to the Deferred Stock Units may be transferred by the Director’s will or by the laws of descent.

(b) If the Director ceases to serve as a member of the Board as a result of the Director’s total disability before the Deferred Stock Units granted under this Agreement have become vested, vesting of any unvested Deferred Stock Units granted to the Director under this Agreement shall be accelerated, and the Corporation shall cause a number of shares of Common Stock equal to the number of newly vested Deferred Stock Units to be issued in book entry form to the Director pursuant to Section 4, free of any restrictions. A Director shall have total disability only if he or she is “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Evidence of ownership of shares of Common Stock under Sections 7(a) or 7(b) shall be delivered within sixty (60) days following the Director’s death or total disability, as applicable.

8. Effect of Change in Corporate Control .

Notwithstanding the other terms of this Agreement, in the event of a Change in Corporate Control (as defined below), the vesting of the Deferred Stock Units granted under this Agreement shall be accelerated, any previously unvested Deferred Stock Units shall vest immediately, and the Director shall become entitled to immediately receive a number of shares of Common Stock equal to the number of previously unvested Deferred Stock Units, which shares shall be issued in book entry form. Evidence of ownership of shares of Common Stock shall be delivered to the Director within sixty (60) days following the Change in Corporate Control.

For purposes of this Section 8, a “Change in Corporate Control” shall mean a “change in ownership or effective control” in respect of the Corporation within the meaning of Section 409A of the Code.

9. Dividend Equivalent Rights .

During such time as any Deferred Stock Units remain outstanding and unvested, whenever the Corporation pays dividends on the Common Stock, the Director will have the right to receive a cash payment from the Corporation with respect to each Deferred Stock Unit in an amount equal to any dividends paid on a share of Common Stock (a “Dividend Equivalent Right”). The Director will have a Dividend Equivalent Right with respect to each Deferred Stock Unit that is outstanding on the dividend record date. The Director will have no Dividend Equivalent Rights as of the dividend record date in respect of any Deferred Stock Units that have vested and been exchanged for Common Stock; provided that the Director is the record holder of such Common Stock on or before such dividend record date. In all events, each Dividend Equivalent Right shall be paid within sixty (60) days following the applicable dividend record date.

10. Securities Laws .

The Corporation may from time to time impose such conditions on the vesting of the Deferred Stock Units, and/or the issuance of shares of Common Stock upon vesting of the Deferred Stock Units, as it deems reasonably necessary to ensure that any grant of the Deferred Stock Units and issuance of shares under this Agreement will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to receive shares of Common Stock upon the vesting of the Deferred Stock Units until the Common Stock has been registered under the Securities Act of 1933, as amended. In all events, if the issuance of any shares of Common Stock is delayed by application of this Section 10, such issuance shall occur on the earliest date on which it would not violate applicable law.

11. Grant Not to Affect Status as Director .

Neither this Agreement nor the Deferred Stock Units granted hereunder shall confer upon the Director any right to continue the Director’s service as a member of the Board of Directors of the Corporation.

12. Adjustments to Deferred Stock Units .

In the event of any change or changes in the outstanding Common Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or any similar transaction, the number of Deferred Stock Units granted to the Director under this Agreement shall be adjusted by the Compensation Committee pursuant to Section 11.2 of the Plan in such manner as the Committee deems appropriate to prevent substantial dilution or enlargement of the rights granted to the Director.

13. Miscellaneous .

(a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.

(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.

(c) The provisions of the Plan are hereby made a part of this Agreement. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of this Agreement shall control.

(d) The Deferred Stock Units under this Agreement are deferred compensation subject to Section 409A of the Code. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be interpreted in a manner consistent with such requirements. To the extent that changes are necessary to ensure that the Deferred Stock Units comply with any additional requirements imposed by future IRS guidance on the application of Section 409A of the Code, the Director and the Corporation agree to cooperate and work together in good faith to timely amend this Agreement to comply with Section 409A of the Code.

(e) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.

(f) Notwithstanding anything herein to the contrary, payments and the issuance of shares of Common Stock hereunder will be delayed to the extent required to comply with Section 409A(a)(2)(B) of the Code.

IN WITNESS WHEREOF , the parties have executed this Deferred Stock Unit Grant Agreement on the date and year first above written.


ATTEST:				HEALTH CARE REIT, INC.

				By:


WITNESS:				DIRECTOR:

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, George L. Chapman , certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Health Care REIT, 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 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

The registrant’s other certifying officer 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: May 10, 2010



	/s/ GEORGE L. CHAPMAN
	George L. Chapman,
	Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Scott A. Estes , certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Health Care REIT, 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 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

	(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: May 10, 2010



	/s/ SCOTT A. ESTES
	Scott A. Estes,
	Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, George L. Chapman, the Chief Executive Officer of Health Care REIT, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2010 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ GEORGE L. CHAPMAN
	George L. Chapman,
	Chief Executive Officer Date: May 10, 2010

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.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, Scott A. Estes, the Chief Financial Officer of Health Care REIT, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Quarterly Report on Form 10-Q for the Company for the quarter ended March 31, 2010 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ SCOTT A. ESTES
	Scott A. Estes,
	Chief Financial Officer Date: May 10, 2010