EXHIBIT 99.1

Item 6.  Selected Financial Data

The following selected financial data for the five years ended December 31, 2011 are derived from our audited consolidated financial statements (in thousands, except per share data):

		Year Ended December 31,
		2007		2008		2009		2010		2011
Operating Data
Revenues(1)		$	350,203	$	437,877	$	475,870	$	609,417	$	1,372,314
Expenses:
	Interest expense(1)		108,079		108,625		86,632		141,148		307,529
	Depreciation and amortization(1)		97,035		112,643		125,538		172,876		404,552
	Property operating expenses(1)		31,771		38,847		41,689		78,463		378,578
	General and administrative(1)		37,465		47,193		49,691		54,626		77,201
	Transaction costs		-		-		-		46,660		70,224
	Provision for loan losses		-		94		23,261		29,684		2,010
	Realized loss on derivatives		-		23,393		-		-		-
	Loss (gain) on extinguishment of debt		(1,081)		(2,094)		25,107		34,171		(979)
Total expenses			273,269		328,701		351,918		557,628		1,239,115
Income from continuing operations before income taxes and income from unconsolidated entities			76,934		109,176		123,952		51,789		133,199
Income tax expense			(188)		(1,306)		(168)		(364)		(1,388)
Income from unconsolidated entities			-		-		-		6,673		5,772
Income from continuing operations			76,746		107,870		123,784		58,098		137,583
Income from discontinued operations, net(1)			61,847		175,555		69,143		70,786		75,133
Net income			138,593		283,425		192,927		128,884		212,716
Preferred stock dividends			25,130		23,201		22,079		21,645		60,502
Net income (loss) attributable to noncontrolling interests			238		126		(342)		357		(4,894)
Net income attributable to common stockholders		$	113,225	$	260,098	$	171,190	$	106,882	$	157,108
Other Data
Average number of common shares outstanding:
	Basic		78,861		93,732		114,207		127,656		173,741
	Diluted		79,409		94,309		114,612		128,208		174,401
Per Share Data
Basic:
	Income from continuing operations attributable to common stockholders	$	0.65	$	0.90	$	0.89	$	0.28	$	0.47
	Discontinued operations, net		0.78		1.87		0.61		0.55		0.43
	Net income attributable to common stockholders *	$	1.44	$	2.77	$	1.50	$	0.84	$	0.90
Diluted:
	Income from continuing operations attributable to common stockholders	$	0.65	$	0.90	$	0.89	$	0.28	$	0.47
	Discontinued operations, net		0.78		1.86		0.60		0.55		0.43
	Net income attributable to common stockholders *	$	1.43	$	2.76	$	1.49	$	0.83	$	0.90
Cash distributions per common share		$	2.2791	$	2.70	$	2.72	$	2.74	$	2.835
* Amounts may not sum due to rounding
(1) We have reclassified the income and expenses attributable to properties sold prior to or held for sale at September 30, 2012, to discontinued operations for all periods presented. See Note 5 to our audited consolidated financial statements.
			December 31,
Balance Sheet Data			2007		2008		2009		2010		2011
	Net real estate investments	$	5,012,620	$	5,854,179	$	6,080,620	$	8,590,833	$	13,942,350
	Total assets		5,219,240		6,215,031		6,367,186		9,451,734		14,924,606
	Total long-term obligations		2,683,760		2,847,676		2,414,022		4,469,736		7,240,752
	Total liabilities		2,784,289		2,976,746		2,559,735		4,714,081		7,612,309
	Total preferred stock		330,243		289,929		288,683		291,667		1,010,417
	Total equity		2,434,951		3,238,285		3,807,451		4,733,100		7,278,647

Item 7. 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 Current Report on Form 8-K. Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2011.

Executive Summary

Company Overview

     Health Care REIT, Inc. is a real estate investment trust (“REIT”) that has been at the forefront of seniors housing and health care real estate since the company was founded in 1970.  We are an S&P 500 company headquartered in Toledo, Ohio and our portfolio spans the full spectrum of seniors housing and health care real estate, including seniors housing communities, skilled nursing facilities, medical office buildings, inpatient and outpatient medical centers and life science facilities. Our capital programs, when combined with comprehensive planning, development and property management services, make us a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets.  The following table summarizes our portfolio as of December 31, 2011:

	Investments		Percentage of	Number of	# Beds/Units		Investment per
Type of Property	(in thousands)		Investments	Properties	or Sq. Ft.		metric(1)			States
Seniors housing triple-net	$	4,029,818	28.1%	282	25,133	units	$	163,293	per unit	39
Skilled nursing/post-acute		3,527,468	24.6%	307	39,825	beds		89,997	per bed	28
Seniors housing operating		2,792,088	19.5%	112	12,420	units		224,806	per unit	21
Hospitals		911,482	6.4%	36	2,165	beds		421,007	per bed	17
Medical office buildings(2)		2,727,450	19.0%	193	11,276,994	sq. ft.		255	per sq. ft.	30
Life science buildings(2)		337,800	2.4%	7				n/a		1
Totals	$	14,326,106	100.0%	937						46
(1) Investment per metric was computed by using the total committed investment amount of $14,609,005,000, which includes net real estate investments, our share of investments in unconsolidated entities and unfunded construction commitments for which initial funding has commenced which amounted to $13,942,350,000, $383,756,000 and $282,899,000, respectively.
(2) Includes our share of investments in unconsolidated entities. Please see Note 7 to our consolidated 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 (“CMS”) projects that national health expenditures will rise to $3.5 trillion in 2015 or 18.2% of gross domestic product (“GDP”).  The average annual growth in national health expenditures for 2009 through 2019 is expected to be 6.3%, which is 0.2% faster than pre-health care reform estimates.

     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 may be 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 20.4% through 2030.  The elderly population aged 65 and over is projected to increase by 79.2% 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.  Most health care services are provided within a health care facility such as a hospital, a physician’s office or a seniors housing facility.  Therefore, we believe there will be continued demand for companies, such as ours, with expertise in health care real estate.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

 

     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;

·The projected population growth combined with stable or increasing health care utilization rates, which ensures demand; and

·The on-going merger and acquisition activity.

Health Reform Laws

     On March 23, 2010, the President signed into law the PPACA and the Health Care and Education Reconciliation Act of 2010, which amends the PPACA (collectively, the “Health Reform Laws”). The Health Reform Laws contain various provisions that may directly impact us or the operators and tenants of our properties. Some provisions of the Health Reform Laws may have a positive impact on our operators’ or tenants’ revenues, by, for example, increasing coverage of uninsured individuals, while others may have a negative impact on the reimbursement of our operators or tenants by, for example, 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 regulatory laws. In addition, there are provisions that impact the health coverage that we and our operators and tenants provide to our respective employees. We cannot predict whether the existing Health Reform Laws, or future health care reform legislation or regulatory changes, will have a material impact on our operators’ or tenants’ property or business. If the operations, cash flows or financial condition of our operators and tenants are materially adversely impacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. Further, on February 2, 2011, the U.S. Senate refused to pass an overhaul repeal of the Health Reform Laws, and the focus has now shifted to attempts to repeal or amend individual sections of the Health Reform Laws. Further, federal courts are also considering, and in some cases have ruled on, the legality of the Health Reform Laws.  The United States Supreme Court has agreed to review the constitutionality of the Health Reform Laws and will hear arguments beginning March 26, 2012.  We cannot predict whether any of these attempts to repeal or amend the Health Reform Laws will be successful, nor can we predict the impact that such a repeal or amendment would have on our operators and tenants.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

for skilled nursing facilities may decrease from one year to the next. Long-term care hospitals have faced a specified percentage decrease in their annual update for discharges since 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 have applied to inpatient rehabilitation facilities, psychiatric hospitals and outpatient hospitals since 2010.

     The Health Reform Laws revise other reimbursement provisions that may affect our business. For example, the Health Reform Laws reduce states’ Medicaid disproportionate share hospital (“DSH”) allotments, starting in 2014 through 2020. 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, Medicare payments will decrease to hospitals for treatment associated with hospital acquired conditions. This decreased payment rate may negatively impact our operators or tenants. To account for excess readmissions, the Health Reform Laws also call for a reduction of 1% in payments for those hospitals with higher-than-average risk-adjusted readmission rates beginning October 1, 2012, 2% beginning in fiscal year 2014, and 3% from fiscal year 2015 onward.  These reductions in payments to our operators or tenants may affect their ability to make payments to us.

     PPACA additionally calls for the creation of the Independent Payment Advisory Board (the “Board”), which will be responsible for establishing payment polices, including recommendations in the event that Medicare costs exceed a certain threshold. Proposals for recommendations submitted by the Board 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 mechanisms that could permit significant changes to payment. For example, PPACA establishes the Center for Medicare and Medicaid Innovation to test innovative payment and service delivery models to reduce program expenditures through the use of demonstration programs that can waive existing reimbursement methodologies. As another example, on November 2, 2011, CMS published the final rule implementing section 3022 of the PPACA, which contains provisions relating to Medicare payment to providers and suppliers participating in Accountable Care Organizations (“ACOs”) under the Medicare Shared Servings Program.  Under the program, Medicare will share a percentage of savings with ACOs that meet certain quality and saving requirements, thereby allowing providers to receive incentive payments in addition to their traditional fee-for-service payments. Under the program, more experienced providers may assume the risk of losses in exchange for greater potential rewards: ACOs may share up to 50% of the savings under the one-sided model and up to 60% of the savings under the two-sided model, depending on their quality and performance.  The amount of shared losses for which an ACO is liable in the two-sided model may not exceed the following percentages of its updated benchmark: 5% in the first performance year, 7.5% in the second year, and 10% in the third year.  These shared losses could affect the ability of ACO operators or tenants to meet their financial obligations to us.  The Health Reform Laws also provide additional Medicaid funding to allow states to carry out mandated expansion of Medicaid coverage to certain financially-eligible individuals beginning in 2014, and also permits states to expand their Medicaid coverage to these individuals as early as April 1, 2010, if certain conditions are met.  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.

     Additionally, although the Health Reform Laws delayed until at least October 1, 2011, the implementation of the Resource Utilization Group, Version Four (“RUG-IV”), which revises the payment classification system for skilled nursing facilities, the Medicare and Medicaid Extenders Act of 2010 repealed this delay retroactively to October 1, 2010. 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 and tenants. We will continue to monitor and evaluate the Health Reform Laws and implementing regulations and guidance to determine other potential effects of the reform.

Impact of Fraud and Abuse Provisions. The Health Reform Laws revise health care fraud and abuse provisions that will affect our operators and tenants. Specifically, PPACA allows for up to treble damages under the Federal 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. Additionally, the PPACA requires certain entities – including providers, suppliers, Medicaid managed care organizations, Medicare Advantage organizations, and prescription drug program sponsors – to report and return overpayments to the appropriate payer by the later of (a) sixty (60) days after the date the overpayment was “identified,” or (b) the date that the “corresponding cost report” is due.  The entity also must notify the payer in writing of the reason for the overpayment. A violation of these requirements may result in criminal liability, civil liability under the FCA, and/or exclusion from the federal health care programs.  On February 14, 2012, CMS published

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

a proposed rule implementing the PPACA requirement that health care providers and suppliers report and return self-identified overpayments by the later of 60 days after the date the overpayment was identified, or the date any corresponding cost report is due, if applicable. The Health Reform Laws also amend the Federal Anti-Kickback Statute to state that any items or services “resulting from” a violation of the Anti-Kickback Statute constitutes a “false or fraudulent claim” under the Federal False Claims Act.  The Health Reform Laws also provide for additional funding to investigate and prosecute health care fraud and abuse. Accordingly, the increased penalties under PPACA for fraud and abuse violations may have a negative impact on our operators and tenants in the event that the government brings an enforcement action or subjects them to penalties.

     Further, as recently as February 2, 2011, CMS published final rulemaking to implement the enhanced provider and supplier screening provisions called for in the Health Reform Laws. Under the final rule, beginning March 25, 2011, all enrolling and participating providers and suppliers are assessed an annual administrative fee and are placed in one of three risk levels (limited, moderate, and high) based on an assessment of the individual’s or entity’s overall risk of fraud, waste and abuse. This rule also allows for the temporary suspension of Medicare payments to providers or suppliers in the event CMS receives credible information that an overpayment, fraud, or willful misrepresentation has occurred. The Health Reform Laws granted the Secretary of the Department of Health and Human Services significant discretionary authority to suspend, exclude, or impose fines on providers and suppliers based on the agency’s determination that such a provider or supplier is “high-risk,” and, as a result, this final rulemaking has the potential to materially adversely affect our operators and tenants who may be evaluated under the enhanced screening process.

     However, in light of the implementation of those PPACA provisions relating to Medicare payment to providers and suppliers participating in ACOs under the Medicare Shared Savings Program, on November 2, 2011, CMS and OIG jointly published the final rule establishing waivers of certain fraud and abuse laws to ACOs.  These waivers include automatic AKS, Stark, and CMP waivers that may be applied in certain situations and that will apply uniformly to each ACO, ACO participant, and ACO provider/supplier. Notably, the final rule states that CMS and OIG intend to closely monitor ACOs through June 2013 to ensure that these waivers are not causing “undesirable effects” and need to be narrowed to prevent 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, PPACA makes it easier for consumers to file complaints against nursing homes by mandating that states establish complaint websites. The provisions calling for enhanced transparency will increase the administrative burden and costs on these providers.

Impact to the Health Care Plans Offered to Our Employees. The Health Reform Laws affect employers that provide health plans to their employees. The new laws 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

     In recent months, CMS released a number of proposed and final rulemakings that may potentially increase or decrease government reimbursement to our operators and tenants. To the extent that any of these rulemakings decrease government reimbursement to our operators and tenants, our revenue and operations may be indirectly, adversely affected.

     On August 1, 2011, CMS issued a final rule updating the long-term acute care hospital prospective payment system for fiscal year 2012. Among other things, the final rule increased payment rates for acute care hospitals by 1% and long-term care hospitals by 1.8%. In the rule, CMS included a negative 2%, rather than the proposed negative 3.15%, documentation and coding adjustment for long-term care hospitals. CMS also released a final rulemaking for the prospective payment system and consolidated billing for skilled nursing facilities for fiscal year 2012 on August 8, 2011, which included the 11.1%, or $3.87 billion, decrease in RUG payments made to skilled nursing facilities previously discussed.   CMS announced that the reasons for this rate reduction were to correct for the unintended spike in payment levels, particularly those associated with higher paying RUGs, and to align reimbursement with cost. As part of these changes, effective October, 1, 2011, all rate categories will be updated for the full market basket; increase of 2.7%, less a 1% productivity adjustment required by Section 3401(b) of the PPACA.

     CMS annually adjusts the Medicare Physician Fee Schedule payment rates based on an update formula that includes application of the Sustainable Growth Rate (“SGR”). On November 1, 2011, CMS published the calendar year 2012 Physician Fee Schedule final rule with comment period. Most notably, the final rule calls for a negative 27.4% update for 2012 under the statutory SGR formula.  In February 2012, Congress passed the Middle Class Tax Relief and Job Creation Act of 2012, which blocks the cut through the end of 2012.  Also discussed in the final rule are at least two initiatives that could negatively impact the reimbursement levels received by our operators and tenants. CMS is expanding its multiple procedure payment reduction policy to the professional interpretation of advance

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

imaging services to recognize the overlapping activities that go into valuing these services.  In addition, the rule finalizes quality and cost measures that will be used in establishing a new value-based modifier that would adjust physician payments based on whether they are providing higher quality and more efficient care.  The PPACA requires CMS to begin making payment adjustments to certain physicians and physician groups on January 1, 2015, and to apply the modifier to all physicians by January 1, 2017.  The rule finalizes calendar year 2013 as the initial performance year for purposes of adjusting payments in calendar year 2015.

     Additionally, on November 1, 2011, CMS published a final rule with comment period for outpatient care hospitals and ambulatory surgical centers. CMS estimates that the cumulative effect of all changes to payment rates for calendar year 2012 will have a positive effect, resulting in a 1.9% estimated increase in Medicare payments to providers paid under the HOPPS. As required by PPACA, the rule also provides for a payment adjustment for designated cancer hospitals, resulting in an expected increase in payments to cancer hospitals by 11.3%, and increases payment rates to ambulatory surgical centers by 1.6%.

     Finally, on November 21, 2011, the Joint Select Committee on Deficit Reduction, which was created by the Budget Control Act of 2011, concluded its work, and issued a statement that it was not able to make a bipartisan agreement, thus triggering the sequestration process.  The sequestration process will result in spending reductions starting in 2013, including Medicare cuts.  Such cuts could affect government reimbursement to our operators and tenants.

Economic Outlook

     Economic fundamentals leading into 2012 have set a generally positive pace with U.S. Gross Domestic Product growth projected to pick up through the coming year. However, there are several important caveats to note as the world economy continues to face headwinds and risks weigh to the downside. Positive outlooks are conditional on fiscal policy in payroll taxes and unemployment insurance benefits and upon the easing of the European debt situation. A repeat of volatility experienced in 2011 is likely in 2012, as perceptions about the strength of the U.S. economy and the Euro zone will vary over time as events unfold.   However, this volatility has led to increased interest in the historically stable returns provided by healthcare real estate.

     As a consequence of this interest, significant debt and equity investment capital was available to our sector in 2011 resulting in a record year of acquisition activity.  We participated in this growth and continue to actively invest and pursue investment opportunities that meet our strategic underwriting criteria.  Our strategy has resulted in robust portfolio growth and strong returns for our shareholders. With further industry consolidation anticipated in 2012, we expect to continue to our success.  We believe the opportunities in which we invest will continue to generate consistent, reliable and growing cash flows for our shareholders, regardless of economic volatility.

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 seniors 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, resident fees and services, 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 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 year ended December 31, 2011, rental income, resident fees and services and interest income represented 65%, 32%, and 3% respectively, of total gross revenues (including revenues from discontinued operations). Substantially all of our operating leases

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 cash from rent and interest receipts and principal payments on loans receivable. Permanent capital 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.

     Our primary sources of cash include rent and interest receipts, resident fees and services, 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 capital expenditures and construction advances), loan advances, property operating expenses and general and administrative expenses.

     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. It is also possible that 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 December 31, 2011, we had $163,482,000 of cash and cash equivalents, $69,620,000 of restricted cash and $1,395,000,000 of available borrowing capacity under our primary unsecured line of credit arrangement.

Key Transactions in 2011

     We completed the following key transactions during the year ended December 31, 2011:

·our Board of Directors increased the annual cash dividend to $2.96 per common share ($0.74 per share quarterly), as compared to $2.835 per common share for 2011, beginning in February 2012.  The dividend declared for the quarter ended December 31, 2011 represents the 163^rd consecutive quarterly dividend payment;

·we completed $5,986,262,000 of gross investments and had $351,701,000 of investment payoffs;

·we completed a public offering of 28,750,000 shares of common stock with net proceeds of $1,358,543,000 in March;

·we completed a public offering of 14,375,000 shares of 6.5% convertible preferred stock with net proceeds of $696,437,000 in March;

·we issued $1,400,000,000 of senior unsecured notes due 2016 to 2041 bearing interest rates of 3.625% to 6.5% with net proceeds of $1,381,086,000 in March;

·we extended our unsecured line of credit arrangement to July 2015 and expanded it to $2,000,000,000 in July 2011;

·we completed a public offering of 12,650,000 shares of common stock with net proceeds of $606,595,000 in November; and

·we announced plans to declassify the Board of Directors.

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 earnings measure. Other useful supplemental measures of our operating performance include funds from operations (“FFO”), net operating income from continuing operations (“NOI”) and same store cash 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):

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

		Year Ended December 31,
		2009		2010		2011
Net income attributable to common stockholders		$	171,190	$	106,882	$	157,108
Funds from operations			316,977		280,022		524,902
Net operating income from continuing operations			434,181		530,954		993,736
Same store cash net operating income			322,048		323,372		334,778
Per share data (fully diluted):
	Net income attributable to common stockholders	$	1.49	$	0.83	$	0.90
	Funds from operations		2.77		2.18		3.01

     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 compliance with our debt covenants. The coverage ratios are based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted 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:

	Year Ended December 31,
	2009	2010	2011
Debt to book capitalization ratio	39%	49%	50%
Debt to undepreciated book capitalization ratio	35%	45%	46%
Debt to market capitalization ratio	30%	38%	38%
Adjusted interest coverage ratio	3.78x	3.39x	3.02x
Adjusted fixed charge coverage ratio	3.09x	2.76x	2.37x

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 by investment balance for the periods presented:

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

		December 31,
		2009	2010	2011
Asset mix:
	Real property	93%	91%	95%
	Real estate loans receivable	7%	5%	2%
	Investments in unconsolidated entities	0%	4%	3%
Investment mix:(1)
	Seniors housing triple-net	42%	37%	28%
	Skilled nursing/post-acute	25%	14%	25%
	Seniors housing operating	0%	12%	20%
	Hospitals	10%	9%	6%
	Medical office buildings	23%	24%	19%
	Life science buildings	0%	4%	2%
Customer mix:(1)
	Genesis HealthCare, LLC			17%
	Merrill Gardens, LLC		8%	8%
	Benchmark Senior Living, LLC			6%
	Brandywine Senior Living, LLC		7%	5%
	Senior Living Communities, LLC	7%	7%	4%
	Senior Star Living		5%
	Brookdale Senior Living, Inc.	5%	4%
	Signature Health Care LLC	5%
	Emeritus Corporation	4%
	Life Care Centers of America, Inc,	4%
	Remaining customers	75%	69%	60%
Geographic mix:(1)
	New Jersey			10%
	California	9%	10%	10%
	Massachusetts	7%	7%	8%
	Florida	12%	10%	7%
	Texas	11%	8%	7%
	Washington		6%
	Ohio	6%
	Remaining states	55%	59%	58%
(1) Includes our share of investments in unconsolidated entities.

     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 the Annual Report on Form 10-K for the year ended December 31, 2011. 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 “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended December 31, 2011 for further discussion of these risk factors.

Portfolio Update

Net operating income. The primary performance measure for our properties is net operating income from continuing operations (“NOI”) as discussed below in “Non-GAAP Financial Measures.” The following tables summarize our NOI and same store cash NOI for the periods indicated (in thousands):

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

				Year Ended December 31,
				2009		2010		2011
Net operating income from continuing operations:
	Seniors housing triple-net			$	309,373	$	346,295	$	611,363
	Seniors housing operating				-		18,385		141,943
	Medical facilities				123,638		163,400		239,740
	Non-segment/corporate				1,170		2,874		690
		Total		$	434,181	$	530,954	$	993,736
			Properties
Same store cash NOI:
	Seniors housing triple-net		254	$	216,039	$	217,068	$	226,424
	Seniors housing operating		-		-		-		-
	Medical facilities		104		106,009		106,304		108,354
		Total	358	$	322,048	$	323,372	$	334,778

Payment coverage. Payment coverage of our triple-net customers continues to remain strong. Our overall payment coverage is at 1.91 times. The table below reflects our recent historical trends of portfolio coverage. Coverage data reflects the 12 months ended for the periods presented. Coverage represents the ratio of our customers’ earnings before interest, taxes, depreciation, amortization, rent and management fees to contractual rent or interest due us.

	September 30, 2009		September 30, 2010		September 30, 2011
	CBMF	CAMF	CBMF	CAMF	CBMF	CAMF
Seniors housing triple-net	1.51x	1.30x	1.54x	1.32x	1.38x	1.19x
Skilled nursing/post-acute	2.29x	1.69x	2.42x	1.79x	2.22x	1.71x
Hospitals	2.47x	2.14x	2.66x	2.33x	2.47x	2.13x
Weighted averages	2.01x	1.59x	2.12x	1.68x	1.91x	1.54x

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. The Board of Directors adopted and annually reviews its Corporate Governance Guidelines. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.hcreit.com.

Liquidity and Capital Resources

Sources and Uses of Cash

     Our primary sources of cash include rent and interest receipts, resident fees and services, 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 capital expenditures and construction advances), loan advances, property operating expenses 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):

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Year Ended				One Year Change			Year Ended		One Year Change			Two Year Change
	December 31, 2009		December 31, 2010		$		%	December 31, 2011		$		%	$		%
Cash and cash equivalents at beginning of period	$	23,370	$	35,476	$	12,106	52%	$	131,570	$	96,094	271%	$	108,200	463%
Cash provided from operating activities		381,259		364,741		(16,518)	-4%		588,224		223,483	61%		206,965	54%
Cash used in investing activities		(270,060)		(2,312,039)		(2,041,979)	756%		(4,520,129)		(2,208,090)	96%		(4,250,069)	1574%
Cash provided from (used in) financing activities		(99,093)		2,043,392		2,142,485	n/a		3,963,817		1,920,425	94%		4,062,910	n/a
Cash and cash equivalents at end of period	$	35,476	$	131,570	$	96,094	271%	$	163,482	$	31,912	24%	$	128,006	361%

Operating Activities. The change in net cash provided from operating activities is primarily attributable to an increase in net income, excluding gains/losses on sales of properties, depreciation and amortization, transaction costs 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):

	Year Ended				One Year Change			Year Ended		One Year Change			Two Year Change
	December 31, 2009		December 31, 2010		$		%	December 31, 2011		$		%	$		%
Gross straight-line rental income	$	19,415	$	14,717	$	(4,698)	-24%	$	41,068	$	26,351	179%	$	21,653	112%
Cash receipts due to real property sales		(4,422)		(1,341)		3,081	-70%		(815)		526	-39%		3,607	-82%
Prepaid rent receipts		(26,252)		(7,196)		19,056	-73%		(8,675)		(1,479)	21%		17,577	-67%
Amortization related to above (below) market leases, net		1,713		2,856		1,143	67%		2,507		(349)	-12%		794	46%
	$	(9,546)	$	9,036	$	18,582	n/a	$	34,085	$	25,049	277%	$	43,631	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 less significant 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):

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

		Year Ended
		December 31, 2009			December 31, 2010			December 31, 2011
		Properties	Amount		Properties	Amount		Properties	Amount
Real property acquisitions:
	Seniors housing triple-net	1	$	11,650	46	$	1,028,529	184	$	3,320,664
	Seniors housing operating	-		-	32		816,000	58		1,747,485
	Medical facilities	2		56,023	36		626,414	35		610,843
	Land parcels	-		-	1		4,300	3		19,084
	Total acquisitions	3		67,673	115		2,475,243	280		5,698,076
Less: Assumed debt				-			(559,508)			(961,928)
	Assumed other items, net			-			(208,314)			(210,411)
Cash disbursed for acquisitions				67,673			1,707,421			4,525,737
Construction in progress additions				492,897			306,832			301,604
Capital improvements to existing properties				38,389			59,923			77,781
Total cash invested in real property				598,959			2,074,176			4,905,122
Real property dispositions:
	Seniors housing triple-net	21		101,155	31		170,290	39		150,755
	Medical facilities	15		85,558	7		14,092	3		35,295
	Total dispositions	36		186,713	38		184,382	42		186,050
Less: Gains (losses) on sales of real property				43,394			36,115			61,160
	Seller financing on sales of real property			(6,100)			(1,470)			-
Proceeds from real property sales				224,007			219,027			247,210
Net cash investments in real property		(33)	$	374,952	77	$	1,855,149	238	$	4,657,912

Capitalization Rates

Capitalization rates for acquisitions represent annualized contractual or projected income to be received in cash divided by investment amounts.  Capitalization rates for dispositions represent annualized contractual income that was being received in cash at date of disposition divided by disposition cash proceeds.  For the year ended December 31, 2011, weighted-average capitalization rates for acquisitions and dispositions were as follows:

	Acquisitions	Dispositions
Seniors housing triple-net	8.0%	6.8%
Seniors housing operating	6.8%	n/a
Medical facilities	7.4%	7.3%

		Year Ended
		December 31, 2009						December 31, 2010						December 31, 2011
		Seniors						Seniors						Seniors
		Housing		Medical				Housing		Medical				Housing		Medical
		Triple-net		Facilities		Totals		Triple-net		Facilities		Totals		Triple-net		Facilities		Totals
Advances on real estate loans receivable:
	Investments in new loans	$	20,036	$	-	$	20,036	$	9,742	$	41,644	$	51,386	$	18,541	$	-	$	18,541
	Draws on existing loans		52,910		1,471		54,381		46,113		1,236		47,349		29,752		3,184		32,936
	Sub-total		72,946		1,471		74,417		55,855		42,880		98,735		48,293		3,184		51,477
	Less: Seller financing on property sales		-		-		-		-		(1,470)		(1,470)		-		-		-
	Net cash advances on real estate loans		72,946		1,471		74,417		55,855		41,410		97,265		48,293		3,184		51,477
Receipts on real estate loans receivable:
	Loan payoffs		61,659		32,197		93,856		5,619		6,233		11,852		162,705		2,943		165,648
	Principal payments on loans		15,890		2,033		17,923		24,203		7,440		31,643		17,856		5,307		23,163
	Total receipts on real estate loans		77,549		34,230		111,779		29,822		13,673		43,495		180,561		8,250		188,811
Net advances (receipts) on real estate loans		$	(4,603)	$	(32,759)	$	(37,362)	$	26,033	$	27,737	$	53,770	$	(132,268)	$	(5,066)	$	(137,334)

     The contributions to unconsolidated entities for the year ended December 31, 2010 primarily represent $174,692,000 and $21,321,000 of cash invested by us in the joint ventures with Forest City Enterprises and a national medical office building company, respectively.  The distributions by unconsolidated entities for the year ended December 31, 2011 primarily represent cash received for return of capital from those same joint ventures.  Please see Note 7 to our consolidated financial statements for additional information.  Changes in restricted cash represent net cash fundings to and disbursements from earnest money deposits and secured debt escrow accounts.

     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 and preferred stock and dividend payments.

     The changes in our senior unsecured notes are due to (i) the repayment of $3,000 of convertible senior unsecured notes in December 2011; (ii) the issuance of $400,000,000 of 3.625% senior unsecured notes due 2016, $600,000,000 of 5.25% senior unsecured notes due 2022 and $400,000,000 of 6.50% senior unsecured notes due 2041 in March 2011; (iii) the issuance of $494,403,000 of convertible senior unsecured notes in March and June 2010; (iv) the repurchase of $441,326,000 of convertible senior unsecured notes in March and June 2010; (v) the issuance of $450,000,000 of senior unsecured notes in April and June 2010; (vi) the issuance of $450,000,000 of senior unsecured notes in September 2010; (vii) the issuance of $450,000,000 of senior unsecured notes in November 2010; and (viii) the extinguishment of $183,147,000 of various senior unsecured notes in March and September 2009.  We recognized losses of $25,072,000 and $19,269,000 during the years ended December 31, 2010 and 2009, respectively, in connection with the aforementioned extinguishments.

     During the year ended December 31, 2011, we assumed 55 secured loans totaling $940,855,000 with an average rate of 4.85% secured by 55 properties.  Also during the year ended December 31, 2011, we issued 9 secured loans totaling $114,903,000 with a rate of 5.78%.  During the year ended December 31, 2011, we extinguished $55,317,000 of secured debt with an average rate of 5.95% and recognized a gain of $979,000.  During the year ended December 31, 2010, we extinguished 35 secured debt loans totaling $194,493,000 with a weighted-average interest rate of 6.07% and recognized extinguishment losses of $9,099,000. Also during the year ended December 31, 2010, we issued $81,977,000 of secured debt loans at an average interest rate of 5.10%.  During the year ended December 31, 2009, we extinguished 20 secured debt loans totaling $81,715,000 with a weighted-average interest rate of 7.21% and recognized extinguishment losses of $5,838,000.

     We may repurchase, redeem or refinance convertible and non-convertible senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms.   The non-convertible senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of (1) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notes in connection with early redemptions.   We cannot redeem the 3.00% convertible senior unsecured notes due 2029 prior to December 1,

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

2014 or the 4.75% convertible senior unsecured notes due 2027 prior to July 15, 2012 unless such redemption is necessary to preserve our status as a REIT.   However, on or after December 1, 2014 or July 15, 2012 (as applicable), we may from time to time at our option redeem those notes, in whole or in part, for cash, at a redemption price equal to 100% of the principal amount of the notes we redeem, plus any accrued and unpaid interest to, but excluding, the redemption date.  Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

     In March 2011, we completed a public offering of 14,375,000 shares of 6.5% convertible preferred stock for net proceeds of $696,437,000.  The following is a summary of our common stock issuances for the years indicated (dollars in thousands, except average price):

	Shares Issued	Average Price		Gross Proceeds		Net Proceeds
February 2009 public issuance	5,816,870	$	36.85	$	214,352	$	210,880
September 2009 public issuance	9,200,000		40.40		371,680		356,554
2009 Dividend reinvestment plan issuances	1,499,497		37.22		55,818		55,818
2009 Equity shelf program issuances	1,952,600		40.69		79,447		77,605
2009 Option exercises	96,166		38.23		3,676		3,676
2009 Totals	18,565,133			$	724,973	$	704,533
September 2010 public issuance	9,200,000	$	45.75	$	420,900	$	403,921
December 2010 public issuance	11,500,000		43.75		503,125		482,448
2010 Dividend reinvestment plan issuances	1,957,364		43.95		86,034		86,034
2010 Equity shelf program issuances	431,082		44.94		19,371		19,013
2010 Option exercises	129,054		31.17		4,022		4,022
2010 Totals	23,217,500			$	1,033,452	$	995,438
March 2011 public issuance	28,750,000	$	49.25	$	1,415,938	$	1,358,543
November 2011 public issuance	12,650,000		50.00		632,500		606,595
2011 Dividend reinvestment plan issuances	2,534,707		48.44		122,794		121,846
2011 Equity shelf program issuances	848,620		50.53		42,888		41,982
2011 Option exercises	232,081		37.17		8,628		8,628
2011 Totals	45,015,408			$	2,222,748	$	2,137,594

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

	Year Ended
	December 31, 2009				December 31, 2010				December 31, 2011
	Per Share		Amount		Per Share		Amount		Per Share		Amount
Common Stock	$	2.72000	$	311,760	$	2.74000	$	348,578	$	2.83500	$	483,746
Series D Preferred Stock		1.96875		7,875		1.96875		7,875		1.96875		7,875
Series E Preferred Stock		1.50000		112		1.12500		94		-		-
Series F Preferred Stock		1.90625		13,344		1.90625		13,344		1.90625		13,344
Series G Preferred Stock		1.87500		748		1.40640		332		-		-
Series H Preferred Stock		-		-		-		-		2.85840		1,000
Series I Preferred Stock		-		-		-		-		1.33159		38,283
Totals			$	333,839			$	370,223			$	544,248

Off-Balance Sheet Arrangements

     During the year ended December 31, 2010, we entered into a joint venture investment with Forest City Enterprises (NYSE:FCE.A and FCE.B).  The portfolio is 100% leased and includes affiliates of investment grade pharmaceutical and research tenants such as 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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

this transaction, we invested $174,692,000 of cash which is recorded as an investment in unconsolidated entities on the balance sheet.  Our share of the non-recourse secured debt assumed by the joint venture was approximately $156,729,000 with weighted-average interest rates of 7.1%.  In addition, at December 31, 2011, we had other investments in unconsolidated entities with our ownership ranging from 10% to 50%. Please see Note 7 to our 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 consolidated financial statements for additional information.

     At December 31, 2011, we had five outstanding letter of credit obligations totaling $5,515,000 and expiring between 2012 and 2014. Please see Note 12 to our consolidated financial statements for additional information.

Contractual Obligations

     The following table summarizes our payment requirements under contractual obligations as of December 31, 2011 (in thousands):

	Payments Due by Period
Contractual Obligations	Total		2012		2013-2014		2015-2016		Thereafter
Unsecured line of credit arrangements	$	610,000	$	5,000	$	-	$	605,000	$	-
Senior unsecured notes(1)		4,464,927		76,853		300,000		950,000		3,138,074
Secured debt(1)		2,298,553		162,116		550,527		429,210		1,156,700
Contractual interest obligations		3,202,072		355,462		642,895		528,569		1,675,146
Capital lease obligations		90,482		8,059		73,977		8,447		-
Operating lease obligations		356,464		6,166		12,944		12,018		325,336
Purchase obligations		340,369		195,384		110,290		34,695		-
Other long-term liabilities		5,935		-		475		1,900		3,560
Total contractual obligations	$	11,368,802	$	809,040	$	1,691,107	$	2,569,839	$	6,298,816
(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 December 31, 2011, we had a $2,000,000,000 unsecured line of credit arrangement with a consortium of 31 banks with an option to upsize the facility by up to an additional $500,000,000 through an accordion feature, allowing for an aggregate commitment of up to $2,500,000,000.  The revolving credit facility is scheduled to expire July 27, 2015. 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 (1.65% at December 31, 2011). The applicable margin is based on certain of our debt ratings and was 1.35% at December 31, 2011. In addition, we pay a facility fee annually to each bank based on the bank’s commitment amount. The facility fee depends on certain of our debt ratings and was 0.25% at December 31, 2011.  Principal is due upon expiration of the agreement.  At December 31, 2011, we had $ 605,000,000 outstanding under the unsecured line of credit arrangement and $5,000,000 outstanding under an unsecured revolving demand note.  Contractual interest obligations of $35,690,000 are estimated based on the assumption that the balance of $610,000,000 at December 31, 2011 is constant until maturity at interest rates in effect at December 31, 2011.

     We have $4,464,927,000 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 $2,397,250,533 at December 31, 2011. A total of $788,074,000 of our senior unsecured notes are convertible notes that also contain put features.  Please see Note 10 to our consolidated financial statements for additional information.

     We have consolidated secured debt with total outstanding principal of $2,108,384,000, collateralized by owned properties, with annual interest rates ranging from 1.22% to 10.00%, payable monthly. The carrying values of the properties securing the debt totaled $4,048,469,000 at December 31, 2011. Total contractual interest obligations on consolidated secured debt totaled $729,000,860 at December 31, 2011. Our share of non-recourse debt associated with unconsolidated entities (as reflected in the contractual obligations table above) is $190,169,000 at December 31, 2011.  Our share of contractual interest obligations on our unconsolidated entities’ secured debt is $40,131,000 at December 31, 2011.

     At December 31, 2011, we had operating lease obligations of $356,464,000 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 December 31,

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

2011, we had outstanding construction financings of $189,502,000 for leased properties and were committed to providing additional financing of approximately $282,899,000 to complete construction. At December 31, 2011, we had contingent purchase obligations totaling $57,470,000. These contingent purchase obligations relate to unfunded capital improvement obligations. 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.  Benefit payments are expected to total $2,375,000 during the next five fiscal years and $3,560,000 thereafter. We use a December 31 measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $5,623,000 and $4,066,000 at December 31, 2011 and December 31, 2010, respectively.

Capital Structure

     As of December 31, 2011, we had total equity of $7,278,647,000 and a total debt balance of $7,156,756,000, which represents a debt to total book capitalization ratio of 50%. Our ratio of debt to market capitalization was 38% at December 31, 2011. For the year ended December 31, 2011, our adjusted interest coverage ratio was 3.02x and our adjusted fixed charge coverage ratio was 2.37x. Also, at December 31, 2011, we had $163,482,000 of cash and cash equivalents, $69,620,000 of restricted cash and $1,395,000,000 of available borrowing capacity under our primary 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 December 31, 2011, 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. However, under our unsecured line of credit arrangement, the ratings on our senior unsecured notes are used to determine the fees and interest charged.

     We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the 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 January 31, 2012, we had an effective registration statement on file in connection with our enhanced dividend reinvestment plan under which we may issue up to 10,000,000 shares of common stock. As of January 31, 2012, 5,876,205 shares of common stock remained available for issuance under this registration statement. We have entered into separate Equity Distribution Agreements with each of UBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. relating to the offer and sale from time to time of up to $630,015,000 aggregate amount of our common stock (“Equity Shelf Program”). As of January 31, 2012, we had $457,112,000 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

     Our primary sources of revenue include rent, resident fees and services, 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 (dollars in thousands, except per share amounts):

		Year Ended				One Year Change			Year Ended		One Year Change			Two Year Change
		December 31, 2009		December 31, 2010		Amount		%	December 31, 2011		Amount		%	Amount		%
Net income attributable to common stockholders		$	171,190	$	106,882	$	(64,308)	-38%	$	157,108	$	50,226	47%	$	(14,082)	-8%
Funds from operations			316,977		280,022		(36,955)	-12%		524,902		244,880	87%		207,925	66%
Adjusted EBITDA			525,791		568,429		42,638	8%		971,525		403,096	71%		445,734	85%
Net operating income from continuing operations			434,181		530,954		96,773	22%		993,736		462,782	87%		559,555	129%
Same store cash NOI			322,048		323,372		1,324	0%		334,778		11,406	4%		12,730	4%
Per share data (fully diluted):
	Net income attributable to common stockholders	$	1.49	$	0.83	$	(0.66)	-44%	$	0.90	$	0.07	8%	$	(0.59)	-40%
	Funds from operations		2.77		2.18		(0.59)	-21%		3.01		0.83	38%		0.24	9%
Adjusted interest coverage ratio			3.78x		3.39x		-0.39x	-10%		3.02x		-0.37x	-11%		-0.76x	-20%
Adjusted fixed charge coverage ratio			3.09x		2.76x		-0.33x	-11%		2.37x		-0.39x	-14%		-0.72x	-23%

     The components of the changes in revenues, expenses and other items are discussed in detail below. The following is a summary of certain items that impact the results of operations for the year ended December 31, 2011:

•$12,194,000 ($0.07 per diluted share) of impairment charges;

•$2,010,000 ($0.01 per diluted share) of provisions for loan losses;

•$70,224,000 ($0.40 per diluted share) of transaction costs;

•$1,653,000 ($0.01 per diluted share) of held for sale hospital operating expenses;

•$979,000 ($0.01 per diluted share) of net gains on extinguishments of debt;

•$3,774,000 ($0.02 per diluted share) of additional other income related to a lease and loan termination; and

•$61,160,000 ($0.35 per diluted share) of gains on the sales of real property.

     The following is a summary of certain items that impact the results of operations for the year ended December 31, 2010:

•$3,853,000 ($0.03 per diluted share) of special stock compensation grants recognized as general and administrative expenses;

•$34,171,000 ($0.27 per diluted share) of net losses on extinguishments of debt;

•$947,000 ($0.01 per diluted share) of impairment charges;

•$29,684,000 ($0.23 per diluted share) of provisions for loan losses;

•$46,660,000 ($0.36 per diluted share) of transaction costs;

•$1,753,000 ($0.01 per diluted share) of held for sale hospital operating expenses;

•$1,000,000 ($0.01 per diluted share) of additional other income related to a lease termination; and

•$36,115,000 ($0.28 per diluted share) of gains on the sales of real property.

     The following is a summary of certain items that impact the results of operations for the year ended December 31, 2009:

•$3,909,000 ($0.03 per diluted share) of non-recurring general and administrative expenses;

•$25,107,000 ($0.22 per diluted share) of net losses on extinguishments of debt;

•$25,223,000 ($0.22 per diluted share) of impairment charges;

•$23,261,000 ($0.20 per diluted share) of provisions for loan losses;

•$8,059,000 ($0.07 per diluted share) of additional other income related to a lease termination;

•$2,400,000 ($0.02 per diluted share) of prepayment fees; and

•$43,394,000 ($0.38 per diluted share) of gains on the sales of real property.

     The increase in fully diluted average common shares outstanding is primarily the result of public common stock offerings and common stock issuances pursuant to our DRIP and equity shelf program (“ESP”). The following table represents the changes in outstanding common stock for the period from January 1, 2009 to December 31, 2011 (in thousands):

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

		Year Ended
		December 31, 2009	December 31, 2010	December 31, 2011	Totals
Beginning balance		104,704	123,385	147,097	104,704
Public offerings		15,017	20,700	41,400	77,117
DRIP issuances		1,499	1,957	2,534	5,990
ESP issuances		1,953	431	849	3,233
Preferred stock conversions		30	339	-	369
Option exercises		96	129	232	457
Other, net		86	156	163	405
Ending balance		123,385	147,097	192,275	192,275
Average number of shares outstanding:
	Basic	114,207	127,656	173,741
	Diluted	114,612	128,208	174,401

     We evaluate our business and make resource allocations on our three business segments — seniors housing triple-net, seniors housing operating and medical facilities. Please see Note 17 to our consolidated financial statements for additional information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Seniors Housing Triple-net

    The following is a summary of our results of operations for the seniors housing triple-net segment (dollars in thousands):

		Year Ended				One Year Change			Year Ended		One Year Change			Two Year Change
		December 31,		December 31,					December 31,
		2009		2010		$		%	2011		$		%	$		%
Revenues:
	Rental income	$	268,119	$	306,733	$	38,614	14%	$	570,675	$	263,942	86%	$	302,556	113%
	Interest income		35,945		36,176		231	1%		34,068		(2,108)	-6%		(1,877)	-5%
	Other income		5,309		3,386		(1,923)	-36%		6,620		3,234	96%		1,311	25%
			309,373		346,295		36,922	12%		611,363		265,068	77%		301,990	98%
Expenses:
	Interest expense		(5,206)		(36)		5,170	-99%		4,764		4,800	-13435%		9,970	-192%
	Depreciation and amortization		70,366		87,250		16,884	24%		164,494		77,244	89%		94,128	134%
	Transaction costs		-		20,612		20,612	n/a		27,993		7,381	36%		27,993	n/a
	Loss (gain) on extinguishment of debt		2,057		7,791		5,734	279%		-		(7,791)	-100%		(2,057)	-100%
	Provision for loan losses		23,261		29,684		6,423	28%		-		(29,684)	-100%		(23,261)	-100%
			90,478		145,301		54,823	61%		197,251		51,950	36%		106,773	118%
Income from continuing operations before income taxes and income (loss) from unconsolidated entities			218,895		200,994		(17,901)	-8%		414,112		213,118	106%		195,217	89%
Income tax expense			(607)		-		607	-100%		(143)		(143)	n/a		464	-76%
Income (loss) from unconsolidated entities			-		-		-	n/a		(9)		(9)	n/a		(9)	n/a
Income from continuing operations			218,288		200,994		(17,294)	-8%		413,960		212,966	106%		195,672	90%
Discontinued operations:
	Gain (loss) on sales of properties		32,084		36,274		4,190	13%		59,108		22,834	63%		27,024	84%
	Impairment of assets		-		-		-	n/a		(1,103)		(1,103)	n/a		(1,103)	n/a
	Income from discontinued operations, net		41,228		37,062		(4,166)	-10%		27,286		(9,776)	-26%		(13,942)	-34%
	Discontinued operations, net		73,312		73,336		24	0%		85,291		11,955	16%		11,979	16%
Net income			291,600		274,330		(17,270)	-6%		499,251		224,921	82%		207,651	71%
Less: Net income attributable to noncontrolling interests			-		(18)		(18)	n/a		218		236	-1311%		218	n/a
Net income attributable to common stockholders		$	291,600	$	274,348	$	(17,252)	-6%	$	499,033	$	224,685	82%	$	207,433	71%

The increase in rental income is primarily attributable to the acquisitions of new properties and the conversion of newly constructed seniors housing triple-net properties 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 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.  For the three months ended December 31, 2011, we had no lease renewals but we had 12 leases with rental rate increasers ranging from 0.25% to 0.41% in our seniors housing triple-net portfolio.

Interest expense for the years ended December 31, 2011, 2010 and 2009 represents $15,306,000, $15,111,000 and $12,622,000, respectively, of secured debt interest expense offset by interest allocated to discontinued operations.  The change in secured debt

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

interest expense is due to the net effect and timing of assumptions, extinguishments and principal amortizations.  The following is a summary of our seniors housing triple-net property secured debt principal activity (dollars in thousands):

	Year Ended			Year Ended			Year Ended
	December 31, 2009			December 31, 2010			December 31, 2011
			Weighted Avg.			Weighted Avg.			Weighted Avg.
	Amount		Interest Rate	Amount		Interest Rate	Amount		Interest Rate
Beginning balance	$	94,234	6.996%	$	298,492	5.998%	$	172,862	5.265%
Debt transferred		-	0.000%		(131,214)	6.100%		-	0.000%
Debt issued		265,527	5.982%		81,977	4.600%		-	0.000%
Debt assumed		-	0.000%		78,794	5.867%		90,120	4.819%
Debt extinguished		(47,502)	7.414%		(150,982)	5.924%		-	0.000%
Principal payments		(13,767)	7.640%		(4,205)	4.388%		(3,982)	5.556%
Ending balance	$	298,492	5.998%	$	172,862	5.265%	$	259,000	5.105%
Monthly averages	$	205,549	6.309%	$	242,123	5.663%	$	234,392	5.141%

Depreciation and amortization increased primarily as a result of new property acquisitions and the conversions of newly constructed investment properties. 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 year ended December 31, 2011 primarily represent costs incurred with the Genesis transaction (including due diligence costs, fees for legal and valuation services, and termination of pre-existing relationships computed based on the fair value of the assets acquired), lease termination fees and costs incurred in connection with other new property acquisitions.

At September 30, 2012, we had 31 seniors housing triple-net facilities that satisfied the requirements for held for sale treatment and such properties were properly recorded at the lesser of their estimated fair values less costs to sell or carrying values. During the year ended December 31, 2011, we sold 39 seniors housing triple-net properties for net gains of $59,108,000 as compared to 31 properties for net gains of $36,274,000 in 2010 and 21 properties for net gains of $32,084,000 in 2009.  At December 31, 2011, we had one seniors housing triple-net facility that satisfied the requirements for held for sale treatment.  We recognized an impairment loss of $1,102,000 on certain facilities as the fair value less estimated costs to sell exceeded our carrying value. During the nine months ended September 30, 2012, we sold 29 seniors housing triple-net facilities for net gains of $57,711,000.  The following illustrates the reclassification impact as a result of classifying the properties sold prior to or held for sale at September 30, 2012 as discontinued operations for the periods presented.  Please refer to Note 5 to our consolidated financial statements for further discussion.

		Year Ended December 31,
		2009		2010		2011
Rental income		$	89,990	$	76,171	$	51,655
Expenses:
	Interest expense		17,828		15,147		10,542
	Provision for depreciation		30,934		23,962		13,827
Income (loss) from discontinued operations, net		$	41,228	$	37,062	$	27,286

     We recorded $23,261,000 of provision for loan losses during the year ended December 31, 2009. This amount includes the write-off of loans totaling $25,578,000 primarily relating to certain early stage seniors housing operators offset by a net reduction in the allowance for loan losses of $2,457,000.  We recorded $29,684,000 of provision for loan losses during the year ended December 31, 2010. This amount includes the write-off of loans totaling $33,591,000 primarily related to certain early stage seniors housing and CCRC development projects.  This was offset by a net reduction of the allowance balance by $3,907,000.  We did not record any provision for loan loss or have any loan write-offs for seniors housing triple-net investments during the year ended December 31, 2011. 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.”

     During the year ended December 31, 2011 a portion of our seniors housing triple-net properties were formed through partnership interests. Net income attributable to noncontrolling interests for the year ended December 31, 2011 represents our partners share of net income (loss) relating to those properties. In connection with a seniors housing triple-net partnership, we also acquired a minority interest in a separate unconsolidated entity. This investment is reflected as an investment in unconsolidated entities on our consolidated balance sheet. Accordingly, our proportionate share of net income (loss) is reflected as income (loss) from unconsolidated entities on our consolidated income statement.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Seniors Housing Operating

As discussed in Note 3 to our consolidated financial statements, we completed the acquisition of three additional seniors housing operating partnerships and added certain properties to existing partnerships during the year ended December 31, 2011. The results of operations for these partnerships have been included in our consolidated results of operations from the dates of acquisition. The seniors housing operating partnerships were formed using the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”).  When considering new partnerships utilizing the RIDEA structure, we look for opportunities with best-in-class operators with a strong seasoned leadership team, high-quality real estate in attractive markets, growth potential above the standard rent escalators in our triple-net lease seniors housing portfolio, and alignment of economic interests with our operating partner.  Our seniors housing operating partnerships offer us the opportunity for external growth because we have the right to fund future seniors housing investment opportunities sourced by our operating partners. There were no seniors housing operating segment investments prior to September 1, 2010.  The following is a summary of our seniors housing operating results of operations (dollars in thousands):

		Year Ended					One Year Change
			December 31,		December 31,
				2010		2011	$		%
Revenues:
	Resident fees and services		$	51,006	$	456,085	$	405,079	794%
Expenses:
	Interest expense			7,794		46,342		38,548	495%
	Property operating expenses			32,621		314,142		281,521	863%
	Depreciation and amortization			15,504		138,192		122,688	791%
	Transaction costs			20,936		36,328		15,392	74%
	Loss (gain) on extinguishment of debt			-		(979)		(979)	n/a
				76,855		534,025		457,170	595%
Income from continuing operations before income from unconsolidated entities				(25,849)		(77,940)		(52,091)	202%
Income tax expense				(229)		-		229	n/a
Income from unconsolidated entities				-		(1,531)		(1,531)	n/a
Net income				(26,078)		(79,471)		(53,393)	205%
Less: Net income attributable to noncontrolling interests				(1,656)		(6,006)		(4,350)	263%
Net income attributable to common stockholders			$	(24,422)	$	(73,465)	$	(49,043)	201%

     The fluctuation in revenues, expenses and other items is primarily due to the timing of transactions.  Amounts for the year ended December 31, 2010 primarily represent four months of activity for our original Merrill Gardens partnership.  Amounts for the year ended December 31, 2011 represent a full year of activity for the original Merrill Gardens partnership plus amounts related to all subsequent RIDEA partnerships.  Please refer to Note 3 to our consolidated financial statements for additional information.  The following is a summary of our seniors housing operating property secured debt principal activity (dollars in thousands):

	Year Ended			Year Ended
	December 31, 2010			December 31, 2011
			Weighted Avg.			Weighted Avg.
	Amount		Interest Rate	Amount		Interest Rate
Beginning balance	$	-	0.000%	$	487,706	5.939%
Debt transferred		131,214	6.100%		-	0.000%
Debt issued		75,179	6.386%		114,903	5.779%
Debt assumed		318,125	5.855%		780,955	4.269%
Debt extinguished		(35,017)	6.723%		(55,317)	5.949%
Principal payments		(1,795)	6.165%		(9,648)	5.474%
Ending balance	$	487,706	5.939%	$	1,318,599	4.665%
Monthly averages	$	350,259	5.957%	$	969,265	5.679%

Item 7. 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):

		Year Ended				One Year Change			Year Ended		One Year Change			Two Year Change
		December 31,		December 31,					December 31,
			2009		2010	$		%		2011	$		%	$		%
Revenues:
	Rental income	$	159,078	$	203,578	$	44,500	28%	$	293,189	$	89,611	44%	$	134,111	84%
	Interest income		4,940		4,679		(261)	-5%		7,002		2,323	50%		2,062	42%
	Other income		1,309		985		(324)	-25%		3,985		3,000	305%		2,676	204%
			165,327		209,242		43,915	27%		304,176		94,934	45%		138,849	84%
Expenses:
	Interest expense		15,272		20,261		4,989	33%		27,539		7,278	36%		12,267	80%
	Property operating expenses		41,689		45,842		4,153	10%		64,436		18,594	41%		22,747	55%
	Depreciation and amortization		55,172		70,122		14,950	27%		101,866		31,744	45%		46,694	85%
	Transaction costs		-		5,112		5,112	n/a		5,903		791	n/a		5,903	n/a
	Loss (gain) on extinguishment of debt		3,781		1,308		(2,473)	-65%		-		(1,308)	-100%		(3,781)	-100%
	Provision for loan losses		-		-		-	n/a		2,010		2,010	n/a		2,010	n/a
			115,914		142,645		26,731	23%		201,754		59,109	41%		85,840	74%
Income from continuing operations before income taxes and income from unconsolidated entities			49,413		66,597		17,184	35%		102,422		35,825	54%		53,009	107%
Income tax expense			(233)		(77)		156	-67%		(361)		(284)	369%		(128)	55%
Income from unconsolidated entities			-		6,673		6,673	n/a		7,312		639	n/a		7,312	n/a
Income from continuing operations			49,180		73,193		24,013	49%		109,373		36,180	49%		60,193	122%
Discontinued operations:
	Gain (loss) on sales of properties		11,310		(159)		(11,469)	n/a		2,052		2,211	-1391%		(9,258)	-82%
	Impairment of assets		(25,223)		(947)		24,276	-96%		(11,091)		(10,144)	1071%		14,132	-56%
	Income (loss) from discontinued operations, net		9,744		(1,443)		(11,187)	n/a		(1,116)		327	-23%		(10,860)	-111%
	Discontinued operations, net		(4,169)		(2,549)		1,620	-39%		(10,155)		(7,606)	298%		(5,986)	144%
Net income (loss)			45,011		70,644		25,633	57%		99,218		28,574	40%		54,207	120%
Less: Net income (loss) attributable to noncontrolling interests			(342)		2,031		2,373	n/a		894		(1,137)	-56%		1,236	-361%
Net income (loss) attributable to common stockholders		$	45,353	$	68,613	$	23,260	51%	$	98,324	$	29,711	43%	$	52,971	117%

The increase in rental income is primarily attributable to the acquisitions of new properties and the construction conversions of medical facilities 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.  For the three months ended December 31, 2011, our consolidated medical office building portfolio signed 55,562 square feet of new leases and 103,954 square feet of renewals.  The weighted average term of these leases was five years, with a rate of $23.06 per square foot and tenant improvement and lease commission costs of $10.53 per square foot.  Substantially all of these leases during the referenced quarter contain an annual fixed or contingent escalation rent structure ranging from the change in

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CPI to 3%.  For the three months ended December 31, 2011, we had no lease renewals but we had two leases with rental rate increasers ranging from 0.25% to 0.50% in our hospital portfolio.

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 years ended December 31, 2011, 2010 and 2009 represents $31,467,000, $24,926,000 and $20,584,000, respectively, 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.  The following is a summary of our medical facilities secured debt principal activity (dollars in thousands):

	Year Ended			Year Ended			Year Ended
	December 31, 2009			December 31, 2010			December 31, 2011
			Weighted Avg.			Weighted Avg.			Weighted Avg.
	Amount		Interest Rate	Amount		Interest Rate	Amount		Interest Rate
Beginning balance	$	354,146	5.799%	$	314,065	5.677%	$	463,477	5.286%
Debt assumed		-	0.000%		167,737	6.637%		69,779	5.921%
Debt extinguished		(34,213)	6.933%		(8,494)	6.045%		-	0.000%
Principal payments		(5,868)	5.721%		(9,831)	6.279%		(13,190)	6.208%
Ending balance	$	314,065	5.677%	$	463,477	5.286%	$	520,066	5.981%
Monthly averages	$	341,103	5.764%	$	458,196	5.961%	$	489,923	6.179%

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 year ended December 31, 2011 represent costs incurred in connection with the acquisition of new properties.  Income tax expense is primarily related to third party management fee income.

We recorded $2,010,000 of provision for loan losses during the year ended December 31, 2011.  This amount includes the write-off of a loan totaling $3,286,000 primarily relating to a medical facility loan offset by a net reduction in the allowance for loan loss $1,276,000, resulting in an allowance for loan losses of $0 at December 31, 2011.

Income from unconsolidated entities for the year ended December 30, 2010 and 2011 includes our share of net income related to our joint venture investment with Forest City Enterprises.  Income from unconsolidated entities for the year ended December 31, 2011 also includes our share of net income related to certain unconsolidated property investments related to our strategic joint venture relationship with a national medical office building company.  See Note 7 to our consolidated financial statements for additional information.

During the year ended December 31, 2009, we sold 15 medical facilities for net gains of $11,310,000.  At December 31, 2009, we had eight medical facilities held for sale and recorded an impairment charge of $25,223,000 to reduce the properties to their estimated fair values less costs to sell.  In determining the fair value of the held for sale 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 September 30, 2010, we recorded an impairment charge of $947,000 related to two of the held for sale medical facilities to adjust the carrying values to estimated fair values less costs to sell based on current sales price expectations.  During the year ended December 31, 2010, we sold seven of the held for sale medical facilities for net losses of $159,000.  At December 31, 2010, we had one medical facility held for sale. During the year ended December 31, 2011, we sold three medical facilities for net gains of $2,052,000.  At December 31, 2011 we had five medical facilities held for sale and we recorded an impairment charge of $6,791,000 to reduce the carrying values of certain properties to their estimated fair values less costs to sell.  During the nine months ended September 30, 2012, we sold thirteen medical facilities for net losses of $11,664,000. The following illustrates the reclassification impact as a result of classifying medical facilities sold prior to or held for sale at September 30, 2012 as discontinued operations for the periods presented.  Please refer to Note 5 to our consolidated financial statements for further discussion.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

		Year Ended December 31,
		2009		2010		2011
Rental income		$	22,724	$	16,928	$	13,327
Other income			8,059		-		-
Expenses:
	Interest expense		5,312		4,665		3,928
	Property operating expenses		7,276		8,002		5,292
	Provision for depreciation		8,451		5,704		5,226
Income (loss) from discontinued operations, net		$	9,744	$	(1,443)	$	(1,119)

     Net income attributable to non-controlling interests primarily relates to certain properties that are consolidated in our operating results but where we have less than a 100% ownership interest.

     Non-Segment/Corporate

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

		Year Ended				One Year Change			Year Ended		One Year Change			Two Year Change
		December 31, 2009		December 31, 2010		$		%	December 31, 2011		$		%	$		%
Revenues:
	Other income	$	1,170	$	2,874	$	1,704	146%	$	690	$	(2,184)	-76%	$	(480)	-41%
Expenses:
	Interest expense		76,566		113,129		36,563	48%		228,884		115,755	102%		152,318	199%
	General and administrative		49,691		54,626		4,935	10%		77,201		22,575	41%		27,510	55%
	Loss (gain) on extinguishments of debt		19,269		25,072		5,803	30%		-		(25,072)	-100%		(19,269)	n/a
			145,526		192,827		47,301	33%		306,085		113,258	59%		160,559	110%
Loss from continuing operations before income taxes			(144,356)		(189,953)		(45,597)	32%		(305,395)		(115,442)	61%		(161,039)	112%
Income tax expense (benefit)			672		(58)		(730)	n/a		(884)		(826)	1424%		(1,556)	-232%
Net loss			(143,684)		(190,011)		(46,327)	32%		(306,279)		(116,268)	61%		(162,595)	113%
Preferred stock dividends			22,079		21,645		(434)	-2%		60,502		38,857	180%		38,423	174%
Net loss attributable to common stockholders		$	(165,763)	$	(211,656)	$	(45,893)	28%	$	(366,781)	$	(155,125)	73%	$	(201,018)	121%

     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):

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Year Ended				One Year Change			Year Ended		One Year Change			Two Year Change
	December 31, 2009		December 31, 2010		$		%	December 31, 2011		$		%	$		%
Senior unsecured notes	$	106,347	$	122,492	$	16,145	15%	$	222,559	$	100,067	82%	$	116,212	109%
Secured debt		265		645		380	n/a		604		(41)	-6%		339	n/a
Unsecured lines of credit		4,629		3,974		(655)	-14%		7,917		3,943	99%		3,288	71%
Capitalized interest		(41,170)		(20,792)		20,378	-49%		(13,164)		7,628	-37%		28,006	-68%
Interest SWAP savings		(161)		(161)		-	0%		(161)		-	0%		-	0%
Loan expense		6,656		6,971		315	5%		11,129		4,158	60%		4,473	67%
Totals	$	76,566	$	113,129	$	36,563	48%	$	228,884	$	115,755	102%	$	152,318	199%

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):

	Year Ended			Year Ended			Year Ended
	December 31, 2009			December 31, 2010			December 31, 2011
			Weighted Avg.			Weighted Avg.			Weighted Avg.
	Amount		Interest Rate	Amount		Interest Rate	Amount		Interest Rate
Beginning balance	$	1,845,000	5.782%	$	1,661,853	5.557%	$	3,064,930	5.129%
Debt issued		-	0.000%		1,844,403	4.653%		1,400,000	5.143%
Debt extinguished(1)		(183,147)	7.823%		(441,326)	4.750%		(3)	4.750%
Ending balance	$	1,661,853	5.557%	$	3,064,930	5.129%	$	4,464,927	5.133%
Monthly averages	$	1,778,261	5.713%	$	2,221,056	5.263%	$	4,141,853	5.133%
(1) We recognized losses of $19,269,000, $25,072,000 and $0 in connection with the extinguishments for the years ended December 31, 2009, 2010 and 2011, respectively.

     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 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 is consistent for all years presented.  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 arrangements 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 arrangements (dollars in thousands):

		Year Ended December 31,
		2009		2010		2011
Balance outstanding at year end		$	140,000	$	300,000	$	610,000
Maximum amount outstanding at any month end		$	559,000	$	560,000	$	710,000
Average amount outstanding (total of daily
	principal balances divided by days in period)	$	241,463	$	268,762	$	240,104
Weighted average interest rate (actual interest
	expense divided by average borrowings outstanding)		1.92%		1.48%		1.51%

     General and administrative expenses as a percentage of consolidated revenues (including revenues from discontinued operations) for the years ended December 31, 2011, 2010 and 2009 were 5.37%, 7.78% and 8.33%, respectively.  The increase in general and administrative expenses is primarily related to costs associated with our initiatives to attract and retain appropriate personnel to achieve our business objectives.  The decline in percent of revenue is primarily related to the increasing revenue base as a result of our seniors housing operating partnerships.

     The change in preferred dividends is primarily attributable to preferred stock conversions into common stock. The following is a

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

summary of our preferred stock activity (dollars in thousands):

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Year Ended		Year Ended		Year Ended
	December 31, 2009		December 31, 2010		December 31, 2011
		Weighted Avg.		Weighted Avg.		Weighted Avg.
	Shares	Dividend Rate	Shares	Dividend Rate	Shares	Dividend Rate
Beginning balance	11,516,302	7.696%	11,474,093	7.697%	11,349,854	7.663%
Shares issued	-	0.000%	349,854	6.000%	14,375,000	6.500%
Shares redeemed	-	0.000%	(5,513)	7.500%	-	0.000%
Shares converted	(42,209)	7.478%	(468,580)	7.262%	-	0.000%
Ending balance	11,474,093	7.697%	11,349,854	7.663%	25,724,854	7.013%
Monthly averages	11,482,557	7.697%	11,321,886	7.699%	22,407,546	7.089%

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 and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities.

     Net operating income from continuing operations (“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. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our seniors housing operating and medical facility properties.  These expenses include, but are not limited to, property-related payroll and benefits, property management fees, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance.  General and administrative expenses represent costs unrelated to property operations or transaction costs.  These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets.  Same store cash NOI (“SSCNOI”) is used to evaluate the cash-based operating performance of our properties under a consistent population which eliminates changes in the composition of our portfolio.  As used herein, same store is defined as those properties in the portfolio for the full three year reporting period.   Properties acquired, developed or classified in discontinued operations during that period are excluded from the same store amounts.  We believe NOI and SSCNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSCNOI 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 $2.0 billion unsecured 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. Effective July 27, 2011, our covenant requires an adjusted fixed charge ratio of at least 1.50 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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

     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 transaction costs and depreciation and amortization.  Unconsolidated entity amounts represent our share of unconsolidated entities’ depreciation and amortization.  Amounts are in thousands except for per share data.

		Year Ended December 31,
FFO Reconciliation:		2009		2010		2011
Net income attributable to common stockholders		$	171,190	$	106,882	$	157,108
Depreciation and amortization			164,923		202,543		423,605
Impairment of assets			25,223		947		12,194
Loss (gain) on sales of properties			(43,394)		(36,115)		(61,160)
Noncontrolling interests			(965)		(2,749)		(18,557)
Unconsolidated entities			-		8,514		11,712
Funds from operations		$	316,977	$	280,022	$	524,902
Average common shares outstanding:
	Basic		114,207		127,656		173,741
	Diluted		114,612		128,208		174,401
Per share data:
Net income attributable to common stockholders
	Basic	$	1.50	$	0.84	$	0.90
	Diluted		1.49		0.83		0.90
Funds from operations
	Basic	$	2.78	$	2.19	$	3.02
	Diluted		2.77		2.18		3.01

Item 7. 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.

		Year Ended December 31,
Adjusted EBITDA Reconciliation:		2009		2010		2011
Net income		$	192,927	$	128,884	$	212,716
Interest expense			109,772		160,960		321,998
Income tax expense (benefit)			168		364		1,388
Depreciation and amortization			164,923		202,543		423,605
Stock-based compensation expense			9,633		11,823		10,786
Provision for loan losses			23,261		29,684		2,010
Loss (gain) on extinguishment of debt			25,107		34,171		(979)
Adjusted EBITDA		$	525,791	$	568,429	$	971,524
Adjusted Interest Coverage Ratio:
Interest expense		$	109,772	$	160,960	$	321,998
Capitalized interest			41,170		20,792		13,164
Non-cash interest expense			(11,898)		(13,945)		(13,905)
	Total interest		139,044		167,807		321,257
Adjusted EBITDA		$	525,791	$	568,429	$	971,524
	Adjusted interest coverage ratio		3.78x		3.39x		3.02x
Adjusted Fixed Charge Coverage Ratio:
Interest expense		$	109,772	$	160,960	$	321,998
Capitalized interest			41,170		20,792		13,164
Non-cash interest expense			(11,898)		(13,945)		(13,905)
Secured debt principal payments			9,292		16,652		27,804
Preferred dividends			22,079		21,645		60,502
	Total fixed charges		170,415		206,104		409,563
Adjusted EBITDA		$	525,791	$	568,429	$	971,524
	Adjusted fixed charge coverage ratio		3.09x		2.76x		2.37x

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following tables reflect the reconciliation of net operating income from continuing operations and SSCNOI to net income attributable to common stockholders, the most directly comparable U.S. GAAP measure, for the periods presented.  Amounts are in thousands.

				Year Ended December 31,
NOI Reconciliation:				2009		2010		2011
Total revenues:
	Seniors housing triple-net			$	309,373	$	346,295	$	611,363
	Seniors housing operating				-		51,006		456,085
	Medical facilities				165,327		209,242		304,176
	Non-segment/corporate				1,170		2,874		690
			Total revenues		475,870		609,417		1,372,314
Property operating expenses:
	Seniors housing operating				-		32,621		314,142
	Medical facilities				41,689		45,842		64,436
			Total property operating expenses		41,689		78,463		378,578
Net operating income:
	Seniors housing triple-net				309,373		346,295		611,363
	Seniors housing operating				-		18,385		141,943
	Medical facilities				123,638		163,400		239,740
	Non-segment/corporate				1,170		2,874		690
			Net operating income from continuing operations	$	434,181	$	530,954	$	993,736
Reconciling items:
	Interest expense				(86,632)		(141,148)		(307,529)
	Depreciation and amortization				(125,538)		(172,876)		(404,552)
	General and administrative				(49,691)		(54,626)		(77,201)
	Transaction costs				-		(46,660)		(70,224)
	Gain (loss) on extinguishment of debt				(25,107)		(34,171)		979
	Provision for loan losses				(23,261)		(29,684)		(2,010)
	Income tax benefit (expense)				(168)		(364)		(1,388)
	Income from unconsolidated entities				-		6,673		5,772
	Income (loss) from discontinued operations, net				69,143		70,786		75,133
	Preferred dividends				(22,079)		(21,645)		(60,502)
	Loss (income) attributable to noncontrolling interests				342		(357)		4,894
					(262,991)		(424,072)		(836,628)
Net income (loss) attributable to common stockholders				$	171,190	$	106,882	$	157,108
Same Store Cash NOI Reconciliation:
Net operating income from continuing operations:
	Seniors housing triple-net			$	309,373	$	346,295	$	611,363
	Seniors housing operating				-		18,385		141,943
	Medical facilities				123,638		163,400		239,740
			Total		433,011		528,080		993,046
Adjustments:
	Seniors housing triple-net:
		Non-cash NOI on same store properties			(11,154)		(6,428)		(5,564)
		NOI attributable to non same store properties			(82,180)		(122,799)		(379,375)
			Subtotal		(93,334)		(129,227)		(384,939)
	Seniors housing operating:
		NOI attributable to non same store properties			-		(18,385)		(141,943)
	Medical facilities:
		Non-cash NOI on same store properties			(5,816)		(4,919)		(3,119)
		NOI attributable to non same store properties			(11,813)		(52,177)		(128,267)
			Subtotal		(17,629)		(57,096)		(131,386)
			Total		(128,592)		(280,189)		(931,597)
Same store cash net operating income:
	Seniors housing triple-net				216,039		217,068		226,424
	Seniors housing operating				-		-		-
	Medical facilities				106,009		106,304		108,354
			Total	$	322,048	$	323,372	$	334,778

Item 7. 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 accounting estimates or assumptions 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 of our audited consolidated financial statements for further information on significant accounting policies that impact us. There were no material changes to these policies in 2011.

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

Nature of Critical Accounting Estimate		Assumptions/Approach Used
Principles of Consolidation The consolidated financial statements include our accounts, the accounts of our wholly-owned subsidiaries and the accounts of joint venture entities in which we own a majority voting interest with the ability to control operations and where no substantive participating rights or substantive kick out rights have been granted to the noncontrolling interests.  In addition, we consolidate those entities deemed to be variable interest entities in which we are determined to be the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation.	We make judgments about which entities are VIEs based on an assessment of whether (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, our ability to direct the activities that most significantly impact the entity's economic performance, our form of ownership interest, our representation on the entity's governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity at inception of our involvement or on a continuous basis when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the variable interest entity, our assumptions may be different and may result in the identification of a different primary beneficiary.
Income Taxes As part of the process of preparing our consolidated financial statements, significant management judgment is required to evaluate our compliance with REIT requirements.	Our determinations are based on interpretation of tax laws, and our conclusions may have an impact on the income tax expense recognized. Adjustments to income tax expense may be required as a result of: (i) audits conducted by federal and state tax authorities, (ii) our ability to qualify as a REIT, (iii) the potential for built-in-gain recognized related to prior-tax-free acquisitions of C corporations, and (iv) changes in tax laws. Adjustments required in any given period are included in income.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nature of Critical Accounting Estimate	Assumptions/Approach Used
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.  During the year ended December 31, 2011, we sold 42 properties, for net gains of $61,160,000.  At December 31, 2011, we had five medical facilities and one seniors housing triple-net facility that satisfied the requirements for held for sale treatment. During the twelve months ended December 31, 2011, we recorded impairment charges of $12,194,000 related to certain held for sale properties to adjust the carrying values to estimated fair values less costs to sell based on current sales price expectations.
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. As a result of our quarterly evaluations, we recorded $2,010,000 of provision for loan losses during the year ended December 31, 2011. This amount includes the write-off of loans totaling $3,286,000 primarily related to a hospital.  This was offset by a net reduction of the allowance balance by $1,276,000, resulting in an allowance for loan losses of $0 relating to real estate loans with outstanding balances of $6,244,000, all of which were on non-accrual status at December 31, 2011.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nature of Critical Accounting Estimate	Assumptions/Approach 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 recognize resident fees and services, other than move in fees, monthly as services are provided.  Move in fees and related costs are recognized on a straight-line basis over the term of the applicable lease agreement.  Lease agreements with residents generally have a term of one year and are cancelable by the resident with 30 days’ notice.	We evaluate the collectability of our revenues and related receivables on an on-going basis. We evaluate collectability 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 collectability 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 year ended December 31, 2011, we recognized $41,070,000 of interest income, $456,085,000 of resident fees and services, and $928,846,000 of rental income, including discontinued operations. For the year ended December 31, 2011, cash receipts on leases with deferred revenue provisions equaled $9,490,000 as compared to gross straight-line rental income recognized of $41,068,000. At December 31, 2011, our straight-line receivable balance was $119,555,000, net of reserves totaling $265,000. Also at December 31, 2011, we had real estate loans with outstanding balances of $6,244,000 on non-accrual status.
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 their recognition are subject to significant estimates which may change in the future. At December 31, 2011, we participated in eight interest rate swap agreements which are reported at their fair value of $2,854,000 in other liabilities.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nature of Critical Accounting Estimate

Assumptions/Approach Used

Business Combinations Real property developed by us is recorded at cost, including the capitalization of construction period interest. The cost of real property acquired is allocated to net tangible and identifiable intangible assets based on their respective fair values. Tangible assets primarily consist of land, buildings and improvements. The remaining purchase price is allocated among identifiable intangible assets primarily consisting of the above or below market component of in-place leases and the value of in-place leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant.

We make estimates as part of our allocation of the purchase price of acquisitions to the various components of the acquisition based upon the relative fair value of each component. The most significant components of our allocations are typically the allocation of fair value to the buildings as-if-vacant, land and in-place leases. In the case of the fair value of buildings and the allocation of value to land and other intangibles, our estimates of the values of these components will affect the amount of depreciation and amortization we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the value of in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. Our assumptions affect the amount of future revenue that we will recognize over the remaining lease term for the acquired in-place leases 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 year ended December 31, 2011, we recorded $261,960,000, $62,789,000 and $98,856,000 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 38.5 years, 11.8 years and 2.7 years, respectively, for the year ended December 31, 2011.

Impact of Inflation

During the past three years, inflation has not significantly affected our earnings because of the moderate inflation rate. Additionally, our earnings are primarily long-term investments with fixed rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes and borrowings under our unsecured line of credit arrangement. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. Presuming the current inflation rate remains moderate and long-term interest rates do not increase significantly, we believe that inflation will not impact the availability of equity and debt financing for us.

Item 8.  Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Health Care REIT, Inc.

We have audited the accompanying consolidated balance sheets of Health Care REIT, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of income, equity, and cash flows for each of the three years in the period ended December 31, 2011. Our audits also included the financial statement schedules listed in Item 9.01 of this Form 8-K. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Health Care REIT, Inc. at December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Health Care REIT, Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 17, 2012 (not included herein) expressed an unqualified opinion thereon.

                                    /s/  Ernst & Young LLP

Toledo, Ohio

February 17, 2012,

except for notes 3, 5, and 17,

as to which the date is November 7, 2012

CONSOLIDATED BALANCE SHEETS

HEALTH CARE REIT, INC. AND SUBSIDIARIES

				December 31,		December 31,
				2011		2010
Assets				(In thousands)
Real estate investments:
	Real property owned:
		Land and land improvements		$	1,116,756	$	727,050
		Buildings and improvements			13,073,747		7,627,132
		Acquired lease intangibles			428,199		258,079
		Real property held for sale, net of accumulated depreciation			36,115		23,441
		Construction in progress			189,502		356,793
			Gross real property owned		14,844,319		8,992,495
		Less accumulated depreciation and amortization			(1,194,476)		(836,966)
			Net real property owned		13,649,843		8,155,529
	Real estate loans receivable:
		Real estate loans receivable			292,507		436,580
		Less allowance for losses on loans receivable			-		(1,276)
			Net real estate loans receivable		292,507		435,304
	Net real estate investments				13,942,350		8,590,833
Other assets:
		Investments in unconsolidated entities			241,722		237,107
		Goodwill			68,321		51,207
		Deferred loan expenses			58,584		32,960
		Cash and cash equivalents			163,482		131,570
		Restricted cash			69,620		79,069
		Receivables and other assets			380,527		328,988
			Total other assets		982,256		860,901
Total assets				$	14,924,606	$	9,451,734
Liabilities and equity
Liabilities:
		Borrowings under unsecured line of credit arrangements		$	610,000	$	300,000
		Senior unsecured notes			4,434,107		3,034,949
		Secured debt			2,112,649		1,125,906
		Capital lease obligations			83,996		8,881
		Accrued expenses and other liabilities			371,557		244,345
Total liabilities					7,612,309		4,714,081
Redeemable noncontrolling interests					33,650		4,553
Equity:
		Preferred stock			1,010,417		291,667
		Common stock			192,299		147,155
		Capital in excess of par value			7,019,714		4,932,468
		Treasury stock			(13,535)		(11,352)
		Cumulative net income			1,893,806		1,676,196
		Cumulative dividends			(2,972,129)		(2,427,881)
		Accumulated other comprehensive income (loss)			(11,928)		(11,099)
		Other equity			6,120		5,697
			Total Health Care REIT, Inc. stockholders’ equity		7,124,764		4,602,851
		Noncontrolling interests			153,883		130,249
Total equity					7,278,647		4,733,100
Total liabilities and equity				$	14,924,606	$	9,451,734

See accompanying notes

CONSOLIDATED STATEMENTS OF INCOME

HEALTH CARE REIT, INC. AND SUBSIDIARIES

			Year Ended December 31,
			2011		2010		2009
Revenues:
	Rental income		$	863,864	$	510,311	$	427,197
	Resident fees and services			456,085		51,006		-
	Interest income			41,070		40,855		40,885
	Other income			11,295		7,245		7,788
		Total revenues		1,372,314		609,417		475,870
Expenses:
	Interest expense			307,529		141,148		86,632
	Property operating expenses			378,578		78,463		41,689
	Depreciation and amortization			404,552		172,876		125,538
	General and administrative			77,201		54,626		49,691
	Transaction costs			70,224		46,660		-
	Loss (gain) on extinguishment of debt			(979)		34,171		25,107
	Provision for loan losses			2,010		29,684		23,261
		Total expenses		1,239,115		557,628		351,918
Income from continuing operations before income taxes
	and income from unconsolidated entities			133,199		51,789		123,952
Income tax (expense) benefit				(1,388)		(364)		(168)
Income from unconsolidated entities				5,772		6,673		-
Income from continuing operations				137,583		58,098		123,784
Discontinued operations:
	Gain (loss) on sales of properties			61,160		36,115		43,394
	Impairment of assets			(12,194)		(947)		(25,223)
	Income (loss) from discontinued operations, net			26,167		35,618		50,972
		Discontinued operations, net		75,133		70,786		69,143
Net income				212,716		128,884		192,927
Less:  Preferred stock dividends				60,502		21,645		22,079
		Net income (loss) attributable to noncontrolling interests(1)		(4,894)		357		(342)
Net income attributable to common stockholders			$	157,108	$	106,882	$	171,190
Average number of common shares outstanding:
	Basic			173,741		127,656		114,207
	Diluted			174,401		128,208		114,612
Earnings per share:
	Basic:
	Income from continuing operations
		attributable to common stockholders	$	0.47	$	0.28	$	0.89
	Discontinued operations, net			0.43		0.55		0.61
	Net income attributable to common stockholders*		$	0.90	$	0.84	$	1.50
	Diluted:
	Income from continuing operations
		attributable to common stockholders	$	0.47	$	0.28	$	0.89
	Discontinued operations, net			0.43		0.55		0.60
	Net income attributable to common stockholders*		$	0.90	$	0.83	$	1.49

* Amounts may not sum due to rounding

(1) Includes amounts attributable to redeemable noncontrolling interests

See accompanying notes

CONSOLIDATED STATEMENTS OF EQUITY

HEALTH CARE REIT, INC. AND SUBSIDIARIES

(in thousands)															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 December 31, 2008			$	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											193,269								(342)		192,927
	Other comprehensive income:
		Unrealized gain (loss) on equity investments														487						487
		Unrecognized SERP actuarial gain (loss)														277						277
		Cash flow hedge activity														(2,542)						(2,542)
Total comprehensive income																						191,149
Contributions by noncontrolling interests																				2,255		2,255
Distributions to noncontrolling interests																				(2,104)		(2,104)
Amounts related to issuance of common stock
	from dividend reinvestment and stock
	incentive plans, net of forfeitures					1,751		66,690		(2,474)								(930)				65,037
Net proceeds from sale of common stock						16,969		628,070														645,039
Conversion of preferred stock				(1,246)		30		1,216														-
Option compensation expense																		1,629				1,629
Cash dividends paid:
	Common stock cash dividends													(311,760)								(311,760)
	Preferred stock cash dividends													(22,079)								(22,079)
Balances at December 31, 2009				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											128,527								357		128,884
	Other comprehensive income:
		Unrealized gain (loss) on equity investments														54						54
		Unrecognized SERP actuarial gain (loss)														(199)						(199)
		Cash flow hedge activity														(8,063)						(8,063)
Total comprehensive income																						120,676
Contributions by noncontrolling interests								43,640												122,781		166,421
Distributions to noncontrolling interests																				(3,301)		(3,301)
Amounts related to issuance of common stock
	from dividend reinvestment and stock
	incentive plans, net of forfeitures					2,300		97,696		(3,733)								(741)				95,522
Net proceeds from sale of common stock						21,131		884,255														905,386
Equity component of convertible debt								(9,689)														(9,689)
Equity consideration in business combinations				16,667				2,721														19,388
Redemption of preferred stock				(165)																		(165)
Conversion of preferred stock				(13,518)		339		13,179														-
Option compensation expense																		1,634				1,634
Cash dividends paid:
	Common stock cash dividends													(348,578)								(348,578)
	Preferred stock cash dividends													(21,645)								(21,645)
Balances at December 31, 2010				291,667		147,155		4,932,468		(11,352)		1,676,196		(2,427,881)		(11,099)		5,697		130,249		4,733,100
Comprehensive income:
	Net income											217,610								(3,591)		214,019
	Other comprehensive income:
		Unrealized gain (loss) on equity investments														(122)						(122)
		Unrecognized SERP actuarial gain (loss)														(2,115)						(2,115)
		Cash flow hedge activity														1,408						1,408
Total comprehensive income																						213,190
Contributions by noncontrolling interests								6,468												65,361		71,829
Distributions to noncontrolling interests																				(38,136)		(38,136)
Amounts related to issuance of common stock
	from dividend reinvestment and stock
	incentive plans, net of forfeitures					2,895		138,989		(2,183)								(1,494)				138,207
Net proceeds from sale of common stock						42,249		1,964,102														2,006,351
Net proceeds from sale of preferred stock				718,750				(22,313)														696,437
Option compensation expense																		1,917				1,917
Cash dividends paid:
	Common stock cash dividends													(483,746)								(483,746)
	Preferred stock cash dividends													(60,502)								(60,502)
Balances at December 31, 2011			$	1,010,417	$	192,299	$	7,019,714	$	(13,535)	$	1,893,806	$	(2,972,129)	$	(11,928)	$	6,120	$	153,883	$	7,278,647

See accompanying notes

CONSOLIDATED STATEMENTS OF CASH FLOWS

HEALTH CARE REIT, INC. AND SUBSIDIARIES

			Year Ended December 31,
			2011		2010		2009
			(In thousands)
Operating activities
Net income			$	212,716	$	128,884	$	192,927
Adjustments to reconcile net income to
	net cash provided from (used in) operating activities:
		Depreciation and amortization		423,605		202,543		164,923
		Other amortization expenses		16,851		17,169		15,412
		Provision for loan losses		2,010		29,684		23,261
		Impairment of assets		12,194		947		25,223
		Stock-based compensation expense		10,786		11,823		9,633
		Loss (gain) on extinguishment of debt		(979)		34,171		25,107
		Income from unconsolidated entities		(5,772)		(6,673)		-
		Rental income in excess of cash received		(31,578)		(6,594)		11,259
		Amortization related to above (below) market leases, net		(2,507)		(2,856)		(1,713)
		Loss (gain) on sales of properties		(61,160)		(36,115)		(43,394)
		Other income less than (in excess of) cash received		-		-		(5,000)
		Distributions by unconsolidated entities		6,149		-		-
		Increase (decrease) in accrued expenses and other liabilities		10,653		12,293		(311)
		Decrease (increase) in receivables and other assets		(4,744)		(20,535)		(36,068)
Net cash provided from (used in) operating activities				588,224		364,741		381,259
Investing activities
	Investment in real property, net of cash acquired			(4,905,122)		(2,074,176)		(598,959)
	Capitalized interest			(13,164)		(20,792)		(41,170)
	Investment in real estate loans receivable			(51,477)		(97,265)		(74,417)
	Other investments, net of payments			(22,986)		(133,894)		(22,133)
	Principal collected on real estate loans receivable			188,811		43,495		111,779
	Contributions to unconsolidated entities			(2,784)		(196,413)		-
	Distributions by unconsolidated entities			9,135		103		-
	Decrease (increase) in restricted cash			30,248		(52,124)		130,833
	Proceeds from sales of real property			247,210		219,027		224,007
Net cash provided from (used in) investing activities				(4,520,129)		(2,312,039)		(270,060)
Financing activities
	Net increase (decrease) under unsecured lines of credit arrangements			310,000		160,000		(430,000)
	Proceeds from issuance of senior unsecured notes			1,381,086		1,821,683		-
	Payments to extinguish senior unsecured notes			(3)		(495,542)		(201,048)
	Net proceeds from the issuance of secured debt			119,030		154,306		276,277
	Payments on secured debt			(85,111)		(217,711)		(107,736)
	Net proceeds from the issuance of common stock			2,137,594		995,438		704,533
	Net proceeds from the issuance of preferred stock			696,437		-		-
	Decrease (increase) in deferred loan expenses			(28,867)		(3,869)		(7,431)
	Contributions by noncontrolling interests(1)			8,604		2,611		2,255
	Distributions to noncontrolling interests(1)			(30,705)		(3,301)		(2,104)
	Cash distributions to stockholders			(544,248)		(370,223)		(333,839)
Net cash provided from (used in) financing activities				3,963,817		2,043,392		(99,093)
Increase (decrease) in cash and cash equivalents				31,912		96,094		12,106
Cash and cash equivalents at beginning of period				131,570		35,476		23,370
Cash and cash equivalents at end of period			$	163,482	$	131,570	$	35,476
Supplemental cash flow information:
	Interest paid		$	285,884	$	156,207	$	143,697
	Income taxes paid			389		319		854

(1)Includes amounts attributable to redeemable noncontrolling interests.

See accompanying notes.

HEALTH CARE REIT, INC.

NOTES TO 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 seniors housing and health care real estate. Our full service platform also offers property management and development services to our customers. As of December 31, 2011, our diversified portfolio consisted of 937 properties in 46 states. Founded in 1970, we were the first real estate investment trust to invest exclusively in health care facilities.

2. Accounting Policies and Related Matters

Principles of Consolidation

     The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation.

     At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A variable interest entity is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary.  ASC 810, Consolidations, requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated on a continuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a variable interest entity that most significantly impact that entity’s economic performance.

     For investments in joint ventures, we evaluate the type of rights held by the limited partner(s), which may preclude consolidation in circumstances in which the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners' rights and their impact on the presumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership in the limited partnership, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.

Use of Estimates

     The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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. 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 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.  Leases in our medical office building portfolio typically include some form of operating expense reimbursement by the tenant.  Certain payments made to operators are treated as lease incentives and amortized as a reduction of revenue over the lease term.  We recognize resident fees and services, other than move in fees, monthly as services are provided.  Move in fees and related costs are recognized on a straight-line basis over the term of the applicable lease agreement.  Lease agreements with residents generally have a term of one year and are cancelable by the resident with 30 days’ notice.

Cash and Cash Equivalents

     Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.

Restricted Cash

     Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvements and amounts held in escrow relating to acquisitions we are entitled to receive over a period of time as outlined in the escrow agreement.

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Loan Expenses

     Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest method.

Investments in Unconsolidated Entities

     Investments in less than majority owned entities where our interests represent a general partnership interest but substantive participating rights or substantive kick-out rights have been granted to the limited partners, or where our interests do not represent the general partnership interest and we do not control the major operating and financial policies of the entity, are reported under the equity method of accounting. Under the equity method of accounting, our share of the investee’s earnings or losses is included in our consolidated results of operations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity.  The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of the assets prior to the sale of interests in the entity. Where we do not have the ability to exercise influence over the company, the investment is accounted for under the cost method.  These equity investments represented a minimal ownership interest in these companies.  We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.

Redeemable Noncontrolling Interests

     Certain noncontrolling interests were redeemable at fair value at December 31, 2011 and 2010. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss and dividends or (ii) the redemption value.  In accordance with ASC 810, the redeemable noncontrolling interests were classified outside of permanent equity, as a mezzanine item, in the balance sheet.

Real Property Owned

     Real property developed by us is recorded at cost, including the capitalization of construction period interest. Expenditures for repairs and maintenance are expensed as incurred.  Property acquisitions are accounted for as business combinations where we measure the assets acquired, liabilities (including assumed debt and contingencies) and any noncontrolling interests at their fair values on the acquisition date.  The cost of real property acquired, which represents substantially all of the purchase price, is allocated to net tangible and identifiable intangible assets based on their respective fair values. These properties are depreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years for improvements. Tangible assets primarily consist of land, buildings and improvements.  We consider costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investment activities in our statement of cash flows.

     The remaining purchase price is allocated among identifiable intangible assets primarily consisting of the above or below market component of in-place leases and the value of in-place leases. The value allocable to the above or below market component of the acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease intangibles and below market leases are included in other liabilities in the balance sheet and are amortized to rental income over the remaining terms of the respective leases.

     The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors.

     The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that the assets may be impaired or that the depreciable life may need to be changed. We consider external factors relating to each asset and the existence of a master lease which may link the cash flows of an individual asset to a larger portfolio of assets leased to the same tenant. If these factors and the projected undiscounted cash flows of the asset over the remaining depreciation period indicate that the asset will not be recoverable, the carrying value is reduced to the estimated fair market value.  In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.

Capitalization of Construction Period Interest

     We capitalize interest costs associated with funds used to finance the construction of properties owned directly by us. The amount capitalized is based upon the balance outstanding during the construction period using the rate of interest which approximates our cost of financing. We capitalized interest costs of $13,164,000, $20,792,000, and $41,170,000 during 2011, 2010 and 2009, respectively, related to construction of real property owned by us. Our interest expense reflected in the consolidated statements of income has been reduced by the amounts capitalized.

Gain on Sale of Assets

     We recognize sales of assets only upon the closing of the transaction with the purchaser. Payments received from purchasers prior to closing are recorded as deposits and classified as other assets on our Consolidated Balance Sheets. Gains on assets sold are recognized using the full accrual method upon closing when (i) the collectability of the sales price is reasonably assured, (ii) we are not obligated to perform significant activities after the sale to earn the profit, (iii) we have received adequate initial investment from the purchaser and (iv) other profit recognition criteria have been satisfied. Gains may be deferred in whole or in part until the sales satisfy the requirements of gain recognition on sales of real estate.

Real Estate Loans Receivable

     Real estate loans receivable consist of mortgage loans and other real estate loans. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks. The loans are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in, the related properties, corporate guaranties and/or personal guaranties.

Allowance for Losses on Loans Receivable

     The allowance for losses on loans receivable 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 these loans, including general economic conditions and estimated collectability of loan payments. 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 collateral. If such factors indicate that there is 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. At December 31, 2011, we had loans with outstanding balances of $6,244,000 on non-accrual status ($9,691,000 at December 31, 2010). To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.

Goodwill

    We account for goodwill in accordance with U.S. GAAP. Goodwill is tested annually for impairment and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill.  We did not have any goodwill impairments for the years ended December 31, 2011 or 2010.

Fair Value of Derivative Instruments

     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 that may change in the future. See Note 11 for additional information.

Federal Income Tax

     No provision has been made for federal income taxes since we have elected to be treated as a real estate investment trust under the applicable provisions of the Internal Revenue Code, and we believe that we have met the requirements for qualification as such for each taxable year. Our taxable REIT subsidiaries are subject to federal, state and local income taxes. See Note 18 for additional information.

Earnings Per Share

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding for the period adjusted for non-vested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except that the number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued.

New Accounting Standards

     In April 2011, FASB issued ASU No. 2011-02, A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. It provided additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. The adoption of this ASU did not have a material impact on our consolidated financial position or results of operations.

     In September 2011, FASB issued ASU No. 2011-08, Testing for Goodwill Impairment. It allows companies the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  Companies would then only proceed to the existing two step impairment test if, after assessing the totality of the events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount.  The ASU is effective for annual and interim goodwill tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted.  We have early adopted this ASU and applied it to our annual goodwill assessment performed on October 1, 2011.

     In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Statement of Comprehensive Income” (“ASU 2011-05”), which requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income.  ASU 2011-05 will only impact the company’s financial presentation as the company currently presents items of other comprehensive income in the statement of changes in equity.  ASU 2011-05 will be effective for our fiscal year beginning January 1, 2012.

Reclassifications

     Certain amounts in prior years have been reclassified to conform to current year presentation.

3. Real Property Acquisitions and Development

Genesis Acquisition

     On April 1, 2011, we completed the acquisition of substantially all of the real estate assets (147 properties) of privately-owned Genesis HealthCare Corporation.  The total purchase price of approximately $2,483,398,000 is comprised of $2,400,000,000 of cash consideration, the fair value of capital lease obligations assumed totaling approximately $75,144,000 and approximately $8,254,000 relating to uncertain tax positions that were assumed in the transaction (see Note 18 for further discussion on such tax positions and the related indemnification received).  The total purchase price has been allocated on a preliminary basis in the amounts of $144,091,000 to land and land improvements, $2,331,053,000 to buildings and improvements and $8,254,000 to receivables and other assets.  We funded the cash consideration and other associated costs of the acquisition primarily through the proceeds of the offerings of common stock, preferred stock and senior unsecured notes completed in March 2011.  Effective April 1, 2011, we began leasing the acquired facilities to Genesis pursuant to a master lease. In addition to rent, the triple-net master lease requires Genesis to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under the ground leases. All obligations under the master lease have been guaranteed by FC-GEN Operations Investment, LLC, which was spun-off by Genesis prior to closing the acquisition. The initial term is fifteen years. Genesis has one option to renew for an additional term of fifteen years. The master lease provides that the base rent for the first year is $198,000,000 and will increase at least 1.75% but no more than 3.50% (subject to CPI changes) for each of the years two through six during the initial term and at least 1.50% but no more than 3.00% per year thereafter (subject to CPI changes).  We are recognizing rental income based on the minimum rent escalators during the initial term.  These properties are reported in our seniors housing triple-net segment.

     The following unaudited pro forma consolidated results of operations have been prepared as if the Genesis acquisition had occurred as of January 1, 2010 based on the preliminary purchase price allocations discussed above.  Amounts are in thousands, except per share data:

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		Year Ended December 31,
			2011		2010
Revenues		$	1,427,921	$	831,846
Income from continuing operations attributable to common stockholders		$	98,087	$	70,378
Income from continuing operations attributable to common stockholders per share:
	Basic	$	0.53	$	0.45
	Diluted	$	0.53	$	0.45

Strategic Medical Office Partnership

     On December 31, 2010, we formed a strategic partnership with a national medical office building company (“MOBJV”) whereby the partnership invested in 17 medical office properties.  We own a controlling interest in 11 properties and consolidate them.  Consolidation is based on a combination of ownership interest and control of operational decision-making authority.  We do not own a controlling interest in six properties and account for them under the equity method.  Our investment in the strategic partnership provides us access to health systems and includes development and property management resources.  The results of operations for this partnership have been included in our consolidated results of operations for 2011 and 2010 and are a component of our medical facilities segment.

     In conjunction with the formation of the partnership, we contributed $225,173,000 of cash, convertible preferred stock valued at $16,667,000, options valued at $2,721,000 and a note payable of $8,333,000 with an interest rate of 6%.  MOBJV contributed the properties to the partnership and the secured debt relating to these properties in exchange for their ownership interest in the partnership.  The partnership contains certain contingent consideration arrangements ranging from $0 to $35,008,000.  Amounts to be paid are contingent upon certain occupancy and development project performance thresholds.  Of this amount, we recognized $29,439,000 as an estimate of additional purchase consideration based on the probability amounts will be paid by the expiration date of the commitments.  Of the amount recognized, $12,500,000 is required to be settled in the Company’s common stock upon the achievement of certain performance thresholds.  The total purchase price for the assets acquired by the partnership has been allocated to the tangible and identifiable intangible assets and liabilities based upon their respective fair values in accordance with the Company’s accounting policies. Goodwill represents the estimated fair value of the future development pipeline expected to be generated. Cash flows from this future pipeline are expected to come from development activities and the ability to perform the management functions at the assets after the properties are developed.  The noncontrolling interest relating to the properties is also reflected at estimated fair value.  The weighted average useful life of the acquired intangibles was 26.2 years.  The following table presents the final allocation of the purchase price to assets and liabilities assumed, based on their estimated fair values (in thousands):

Land and land improvements		$	10,240
Buildings and improvements			170,886
Acquired lease intangibles			41,519
Investment in unconsolidated entity			21,321
Goodwill			68,321
Other acquired intangibles			36,439
Cash and cash equivalents			3,873
Restricted cash			107
Receivables and other assets			5,390
	Total assets acquired		358,096
Secured debt			61,664
Below market lease intangibles			4,188
Accrued expenses and other liabilities			36,835
	Total liabilities assumed		102,687
Redeemable noncontrolling interests			10,848
Preferred stock			16,667
Capital in excess of par			2,721
	Net assets acquired	$	225,173

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Seniors Housing Operating Partnerships

    Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, we may lease “qualified health care properties” on an arm’s-length basis to our taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such subsidiary by a person who qualifies as an eligible independent contractor (“EIK”). A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. The “qualified health care properties” are operated by an EIK under a management agreement.  The lease agreement required under RIDEA between us and our TRS is eliminated for accounting purposes in consolidation.

     During 2010, we entered into two partnerships that were structured under RIDEA, and during 2011, we entered into three additional partnerships that were structured under RIDEA and added certain properties to existing RIDEA structured investments. Resident level rents and related operating expenses for these facilities are reported in the consolidated financial statements and are subject to federal taxes as the operations of such facilities are included in our TRS.  The results of all such partnerships and acquisitions have been included in our consolidated results of operations from the acquisition date and are a component of our senior housing operating segment.  Consolidation of all such partnerships is based on a combination of ownership interest and control of operational decision-making authority.  The weighted average useful life of the acquired intangibles was 2.4 years at December 31, 2011.

Merrill Gardens Partnership

     During the three months ended September 30, 2010, we completed the formation of our partnership with Merrill Gardens LLC to own and operate a portfolio of 38 combination seniors housing and care communities located primarily in West Coast markets. We own an 80% partnership interest and Merrill Gardens owns the remaining 20% interest and continues to manage the communities.  The partnership owns and operates 13 communities previously owned by us and 25 communities previously owned by Merrill Gardens. 

     In conjunction with the formation of the partnership, we contributed $254,885,000 of cash and the 13 properties previously owned by us, and the partnership assumed the secured debt relating to these properties.  Merrill Gardens contributed the remaining 25 properties to the partnership and the secured debt relating to these properties in exchange for their 20% interest in the partnership.  The 13 properties are recorded at their historical carrying values and the noncontrolling interest was established based on such values.  The difference between the fair value of the consideration received relating to these properties and the historical allocation of the 20% noncontrolling interest was recorded in capital in excess of par value.  During December 2011, the partnership acquired nine new communities previously owned by Merrill Gardens.   In conjunction with the transaction, we contributed $163,064,000 of cash in exchange for our 80% interest and  Merrill Gardens contributed the nine communities and the secured debt relating to these properties in exchange for their 20% interest.  The total purchase price for the communities acquired has been allocated to the tangible and identifiable intangible assets and liabilities based upon their respective fair values in accordance with our accounting policies.

Benchmark Partnership

     During March 2011, we completed the formation of our partnership with Benchmark Senior Living to own and operate a portfolio of 34 seniors housing communities located in New England. We own a 95% partnership interest and Benchmark owns the remaining 5% interest and continues to manage the communities. The 34 communities included in the partnership were previously owned by The GPT Group and Benchmark.  In conjunction with the formation of the partnership, we contributed $383,356,000 of cash. Benchmark contributed its interests in the 34 properties to the partnership and the secured debt relating to these properties in exchange for its 5% interest in the partnership. The total purchase price for the communities acquired has been allocated to the tangible and identifiable intangible assets and liabilities as well as the noncontrolling interests based upon their respective fair values in accordance with our accounting policies.

Other Partnerships

     During 2010 and 2011, in addition to the investments above, we invested through similar partnerships structured under RIDEA in nine and 21 properties, respectively.  Our ownership position in these partnerships ranges from 90% to 95% and all are consolidated by us in the financial statements.

     The following table presents the aggregated final purchase price allocations of the assets acquired and liabilities assumed for all seniors housing operating partnership transactions for the periods presented (in thousands):

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		Year Ended December 31,
			2011		2010
Land and land improvements		$	112,350	$	75,620
Buildings and improvements			1,512,764		686,911
Acquired lease intangibles			122,371		63,757
Investment in unconsolidated entities			14,960		-
Cash and cash equivalents			38,952		8,532
Restricted cash			20,699		5,899
Receivables and other assets			901		14,399
	Total assets acquired		1,822,997		855,118
Secured debt			796,273		305,167
Accrued expenses and other liabilities			44,483		8,270
	Total liabilities assumed		840,756		313,437
Capital in excess of par			6,017		43,641
Noncontrolling interests			69,984		107,774
	Net assets acquired	$	906,240	$	390,266

Real Property Investment Activity

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

		Year Ended
		December 31, 2011		December 31, 2010		December 31, 2009
Real property acquisitions:
	Seniors housing triple-net	$	3,320,664	$	1,028,529	$	11,650
	Seniors housing operating		1,747,485		816,000		-
	Medical facilities(1)		610,843		626,414		56,023
	Land parcels		19,084		4,300		-
	Total acquisitions		5,698,076		2,475,243		67,673
Less: Assumed debt			(961,928)		(559,508)		-
	Assumed other items, net		(210,411)		(208,314)		-
Cash disbursed for acquisitions			4,525,737		1,707,421		67,673
Construction in progress additions:
	Seniors housing triple-net		182,626		85,993		333,572
	Medical facilities		165,593		252,594		221,760
	Total construction in progress additions		348,219		338,587		555,332
Less: Capitalized interest			(13,164)		(20,320)		(40,969)
	Accruals(2)		(33,451)		(11,435)		(21,466)
Cash disbursed for construction in progress			301,604		306,832		492,897
Capital improvements to existing properties			77,781		59,923		38,389
Total cash invested in real property		$	4,905,122	$	2,074,176	$	598,959
(1)	Includes $318,608,000 relating to acquisitions of 12 medical facilities that closed in the fourth quarter of 2011.  The allocation of the purchase price consideration is preliminary and subject to change.
(2)	Represents non-cash accruals for amounts to be paid in future periods relating to properties that converted in the period noted above.

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

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

			Year Ended
			December 31, 2011		December 31, 2010		December 31, 2009
	Development projects:
		Seniors housing triple-net	$	114,161	$	273,034	$	550,504
		Medical facilities		355,935		162,376		183,127
		Total development projects		470,096		435,410		733,631
	Expansion projects			45,414		3,216		4,288
Total construction in progress conversions			$	515,510	$	438,626	$	737,919

Transaction costs for the year ended December 31, 2011 primarily represent costs incurred with the Genesis acquisition and seniors housing operating partnerships and medical facilities purchases (including due diligence costs, fees for legal and valuation services, and termination of pre-existing relationships computed based on the fair value of the assets acquired), lease termination fees and costs incurred in connection with the new property acquisitions.

At December 31, 2011, future minimum lease payments receivable under operating leases (excluding properties in our seniors housing operating partnerships and excluding any operating expense reimbursements) are as follows (in thousands):

2012	$	931,680
2013		923,885
2014		876,401
2015		846,878
2016		836,858
Thereafter		6,163,444
Totals	$	10,579,146

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):

		December 31, 2011		December 31, 2010
Assets:
	In place lease intangibles	$	332,645	$	182,030
	Above market tenant leases		35,973		24,089
	Below market ground leases		51,316		46,992
	Lease commissions		8,265		4,968
	Gross historical cost		428,199		258,079
	Accumulated amortization		(148,380)		(49,145)
	Net book value	$	279,819	$	208,934
	Weighted-average amortization period in years		17.0		18.2
Liabilities:
	Below market tenant leases	$	67,284	$	57,261
	Above market ground leases		5,020		5,020
	Gross historical cost		72,304		62,281
	Accumulated amortization		(21,387)		(15,992)
	Net book value	$	50,917	$	46,289
	Weighted-average amortization period in years		12.3		14.0

The following is a summary of real estate intangible amortization for the periods presented (in thousands):

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended December 31,
	2011		2010		2009
Rental income related to above/below market tenant leases, net	$	3,340	$	3,829	$	2,670
Property operating expenses related to above/below market ground leases, net		(1,161)		(1,049)		(1,052)
Depreciation and amortization related to in place lease intangibles and lease commissions		(98,856)		(18,298)		(9,722)

     The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):

		Assets		Liabilities
2012	$	85,656	$	6,108
2013		34,209		5,549
2014		17,136		5,169
2015		14,897		4,330
2016		17,801		4,129
Thereafter		110,120		25,632
Totals	$	279,819	$	50,917

5. Dispositions, Assets Held for Sale and Discontinued Operations

During the year ended December 31, 2009, we sold 36 properties for net gains of $43,394,000.  At December 31, 2009, we had two skilled nursing facilities and eight medical facilities held for sale and recorded an impairment charge of $25,223,000 to reduce the medical office buildings to their estimated fair values less costs to sell.  In determining the fair value of the held for sale 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 year ended December 31, 2010, we sold 38 properties, including seven of the held for sale medical facilities, for net gains of $36,115,000.  At December 31, 2010, we had one medical facility and 16 seniors housing facilities that satisfied the requirements for held for sale treatment and such properties were properly recorded at the lesser of their estimated fair values less costs to sell or carrying values. During the year ended December 31, 2010, we recorded an impairment charge of $947,000 related to two of the held for sale medical facilities to adjust the carrying values to estimated fair values less costs to sell based on current sales price expectations.  During the year ended December 31, 2011, we sold 42 properties for net gains of $61,160,000.  At December 31, 2011, we had five medical facilities and one seniors housing triple-net facility that satisfied the requirements for held for sale treatment and such properties were properly recorded at the lesser of their estimated fair values less costs to sell or carrying values. During the year ended December 31, 2011, we recorded an impairment charge of $12,194,000 related to certain held for sale properties to adjust the carrying values to estimated fair values less costs to sell based on current sales price expectations.  During the nine months ended September 30, 2012, we sold 42 properties for net gains of $46,046,000.  At September 30, 2012, we had 31 seniors housing triple-net facilities that satisfied the requirements for held for sale treatment and such properties were properly recorded at the lesser of their estimated fair values less costs to sell or carrying values. The following is a summary of our real property disposition activity for the periods presented (in thousands):

		Year Ended
		December 31, 2011		December 31, 2010		December 31, 2009
Real property dispositions:
	Seniors housing triple-net	$	150,755	$	170,290	$	101,155
	Medical facilities		35,295		14,092		85,558
	Total dispositions		186,050		184,382		186,713
Add: Gain (loss) on sales of real property			61,160		36,115		43,394
	Seller financing on sales of real property		-		(1,470)		(6,100)
Proceeds from real property sales		$	247,210	$	219,027	$	224,007

We have reclassified the income and expenses attributable to all properties sold prior to or held for sale at September 30, 2012 to discontinued operations.  Expenses include an allocation of interest expense based on property carrying values and our weighted average

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

cost of debt.  The following illustrates the reclassification impact as a result of classifying properties as discontinued operations for the periods presented (in thousands):

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

			Year Ended December 31,
		2011		2010		2009
Revenues:
	Rental income	$	64,982	$	93,099	$	112,714
	Other income		-		-		8,059
Expenses:
	Interest expense		14,470		19,812		23,140
	Property operating expenses		5,292		8,002		7,276
	Provision for depreciation		19,053		29,667		39,385
Income (loss) from discontinued operations, net		$	26,167	$	35,618	$	50,972

6. Real Estate Loans Receivable

     The following is a summary of our real estate loans receivable (in thousands):

		December 31,
	2011		2010
Mortgage loans	$	63,934	$	109,283
Other real estate loans		228,573		327,297
Totals	$	292,507	$	436,580

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

		Year Ended
		December 31, 2011						December 31, 2010						December 31, 2009
		Seniors						Seniors						Seniors
		Housing		Medical				Housing		Medical				Housing		Medical
		Triple-net		Facilities		Totals		Triple-net		Facilities		Totals		Triple-net		Facilities		Totals
Advances on real estate loans receivable:
	Investments in new loans	$	18,541	$	-	$	18,541	$	9,742	$	41,644	$	51,386	$	20,036	$	-	$	20,036
	Draws on existing loans		29,752		3,184		32,936		46,113		1,236		47,349		52,910		1,471		54,381
	Sub-total		48,293		3,184		51,477		55,855		42,880		98,735		72,946		1,471		74,417
	Less: Seller financing on property sales		-		-		-		-		(1,470)		(1,470)		-		-		-
	Net cash advances on real estate loans		48,293		3,184		51,477		55,855		41,410		97,265		72,946		1,471		74,417
Receipts on real estate loans receivable:
	Loan payoffs		162,705		2,943		165,648		5,619		6,233		11,852		61,659		32,197		93,856
	Principal payments on loans		17,856		5,307		23,163		24,203		7,440		31,643		15,890		2,033		17,923
	Total receipts on real estate loans		180,561		8,250		188,811		29,822		13,673		43,495		77,549		34,230		111,779
Net advances (receipts) on real estate loans		$	(132,268)	$	(5,066)	$	(137,334)	$	26,033	$	27,737	$	53,770	$	(4,603)	$	(32,759)	$	(37,362)

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following is a summary of the allowance for losses on loans receivable for the periods presented (in thousands):

		Year Ended December 31,
	2011		2010		2009
Balance at beginning of  year	$	1,276	$	5,183	$	7,500
Provision for loan losses		2,010		29,684		23,261
Charge-offs		(3,286)		(33,591)		(25,578)
Balance at end of  year	$	-	$	1,276	$	5,183

As a result of our quarterly evaluations, we recorded $2,010,000 of provision for loan losses during the year ended December 31, 2011. This amount includes the write-off of a loan in the amount of $3,286,000 related to a hospital in Texas.  This was offset by a net reduction of the allowance balance by $1,276,000, resulting in an allowance for loan losses of $0 relating to real estate loans with outstanding balances of $6,244,000, all of which were on non-accrual status at December 31, 2011.

The following is a summary of our loan impairments (in thousands):

		Year Ended December 31,
	2011		2010		2009
Balance of impaired loans at end of  year	$	6,244	$	9,691	$	67,126
Allowance for loan losses		-		1,276		5,183
Balance of impaired loans not reserved	$	6,244	$	8,415	$	61,943
Average impaired loans for the year	$	7,968	$	38,409	$	69,948
Interest recognized on impaired loans(1)		-		103		530
(1) Represents interest recognized prior to placement on non-accrual status.

7. Investments in Unconsolidated Entities

     During the six months ended June 30, 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 seven-building life science campus located in University Park in Cambridge, MA, which is immediately adjacent to the campus of the Massachusetts Institute of Technology. On February 22, 2010, six buildings were purchased and the seventh was purchased on June 30, 2010.  The portfolio is 100% leased.  In connection with these transactions, we invested $174,692,000 of cash which is recorded as an investment in unconsolidated entities on the balance sheet.  Our share of the non-recourse secured debt assumed by the joint venture was approximately $156,729,000 with weighted-average interest rates of 7.1%.  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 entities.  The aggregate remaining unamortized basis difference of our investment in this joint venture of $6,379,000 at December 31, 2011 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 entities.  In addition, at December 31, 2011, we had other investments in unconsolidated entities with our ownership ranging from 10% to 50%.

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Customer Concentration

     The following table summarizes certain information about our customer concentration as of December 31, 2011 (dollars in thousands):

		Number of	Total		Percent of
Concentration by investment:(1)		Properties	Investment(2)		Investment(3)
	Genesis HealthCare, LLC	150	$	2,466,243	18%
	Merrill Gardens, LLC	48		1,132,399	8%
	Benchmark Senior Living, LLC	35		883,681	6%
	Brandywine Senior Living, LLC	24		719,509	5%
	Senior Living Communities, LLC	12		604,079	4%
	Remaining portfolio	655		8,136,439	59%
	Totals	924	$	13,942,350	100%

_____________________

(1)Merrill Gardens and Benchmark are in our seniors housing operating segment whereas the other top five customers are in our seniors housing triple-net segment.

(2)Excludes our share of investments in unconsolidated entities.  Please see Note 7 for additional information.

(3)Investments with our top five customers comprised 32% of total investments at December 31, 2010.

9. Borrowings Under Line of Credit Arrangement and Related Items

     At December 31, 2011, we had a $2,000,000,000 unsecured line of credit arrangement with a consortium of 31 banks with an option to upsize the facility by up to an additional $500,000,000 through an accordion feature, allowing for an aggregate commitment of up to $2,500,000,000.  The revolving credit facility is scheduled to expire July 27, 2015.  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 (1.65% at December 31, 2011). The applicable margin is based on certain of our debt ratings and was 1.35% at December 31, 2011. In addition, we pay a facility fee annually to each bank based on the bank’s commitment amount. The facility fee depends on certain of our debt ratings and was 0.25% at December 31, 2011.  Principal is due upon expiration of the agreement.  In addition, at December 31, 2011, we had a $5,000,000 unsecured revolving demand note outstanding and bearing interest at 1.34%.

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

		Year Ended December 31,
		2011		2010		2009
Balance outstanding at year end		$	610,000	$	300,000	$	140,000
Maximum amount outstanding at any month end		$	710,000	$	560,000	$	559,000
Average amount outstanding (total of daily
	principal balances divided by days in period)	$	240,104	$	268,762	$	241,463
Weighted average interest rate (actual interest
	expense divided by average borrowings outstanding)		1.51%		1.48%		1.92%

10. Senior Unsecured Notes and Secured Debt

     We have $4,434,107,000 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 $4,464,927,000 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 $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 six months ended June 30, 2010, we extinguished $214,412,000 of these notes, recognized a loss of $8,837,000 and paid $18,552,000 to reacquire the equity component of convertible

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

debt.  During the three months ended December 31, 2011, we purchased $3,000 of these notes from holders.  As of December 31, 2011, we had $125,585,000 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 $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 six months ended June 30, 2010, we extinguished $226,914,000 of these notes, recognized a loss of $16,235,000 and paid $21,062,000 to reacquire the equity component of convertible debt.  As of December 31, 2011, we had $168,086,000 of these notes outstanding.

     During the twelve months ended December 31, 2010, we issued $494,403,000 of 3.00% senior unsecured convertible notes due December 2029, generating net proceeds of $486,084,000. 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 $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 $29,925,000 of equity component of convertible debt.

     During the year ended December 31, 2009, we extinguished $183,147,000 of senior unsecured notes with a weighted-average interest rate of 7.82% and recognized losses of $19,269,000.  During the three months ended June 30, 2010, we issued $450,000,000 of 6.125% senior unsecured notes due 2020 with net proceeds of $446,328,000.  During the three months ended September 30, 2010, we issued $450,000,000 of 4.70% senior unsecured notes due 2017 with net proceeds of $445,768,000.  During the three months ended December 31, 2010, we issued $450,000,000 of 4.95% senior unsecured notes due 2021 with net proceeds of $443,502,000.  During the three months ended March 31, 2011, we issued $400,000,000 of 3.625% senior unsecured notes due 2016, $600,000,000 of 5.25% senior unsecured notes due 2022 and $400,000,000 of 6.50% senior unsecured notes due 2041, generating net proceeds of $1,381,086,000.  

     We have secured debt totaling $2,112,649,000, collateralized by owned properties, with annual interest rates ranging from 1.22% to 10.00%. The carrying amounts of the secured debt represent the par value of $2,108,384,000 adjusted for any unamortized fair value adjustments.  The carrying values of the properties securing the debt totaled $4,048,469,000 at December 31, 2011. During the year ended December 31, 2009, we extinguished 20 secured debt loans totaling $81,715,000 with a weighted-average interest rate of 7.21% and recognized extinguishment losses of $5,838,000.  During the year ended December 31, 2010, we issued $157,156,000 of first mortgage loans principal with a rate of 5.45% secured by 15 properties.  During the year ended December 31, 2010, we assumed $564,657,000 of first mortgage loans principal with an average rate of 6.06% secured by 60 properties.  During the year ended December 31, 2010, we extinguished $194,493,000 of first mortgage loans principal with an average rate of 6.07% and recognized a loss of $9,099,000.  During the year ended December 31, 2011, we issued $114,903,000 of first mortgage loans principal with a rate of 5.78% secured by nine properties.  During the year ended December 31, 2011, we assumed $940,855,000 of first mortgage loans principal with an average rate of 4.85% secured by 55 properties.  During the year ended December 31, 2011, we extinguished $55,317,000 of first mortgage loans principal with an average rate of 5.95% and recognized a gain of $979,000.

     We adopted FASB Accounting Standards Codification (“ASC”) topic for Accounting for Convertible Debt Instruments that May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“Convertible Debt Guidance”), effective January 1, 2009. It provides guidance on accounting for convertible debt that may be settled in cash upon conversion. It requires bifurcation of the convertible debt instrument into a debt component and an equity component. The value of the debt component is based upon the estimated fair value of a similar debt instrument without the conversion feature. The difference between the contractual principal on the debt and the value allocated to the debt is recorded as an equity component and represents the conversion feature of the instrument. The excess of the contractual principal amount of the debt over its estimated fair value is amortized to interest expense using the effective interest method over the period used to estimate the fair value.

     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 December 31, 2011, we were in compliance with all of the covenants under our debt agreements.

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2011, the annual principal payments due on these debt obligations are as follows (in thousands):

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Senior		Secured
	Unsecured Notes(1)		Debt (1)		Totals
2012	$	76,853	$	122,359	$	199,212
2013		300,000		292,735		592,735
2014		-		203,767		203,767
2015		250,000		184,378		434,378
2016		700,000		190,255		890,255
Thereafter		3,138,074		1,114,890		4,252,964
Totals	$	4,464,927	$	2,108,384	$	6,573,311
(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.  Derivatives 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.

     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 $2,016,000 of losses, which are included in accumulated other comprehensive income (“AOCI”), are expected to be reclassified into earnings in the next 12 months.

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

	Balance Sheet	Fair Value
	Location	December 31, 2011		December 31, 2010
Cash flow hedge interest rate swaps	Other liabilities	$	2,854	$	482

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

			Year Ended
		Location	December 31, 2011		December 31, 2010		December 31, 2009
Gain (loss) on interest rate swap recognized in
	OCI (effective portion)	n/a	$	3,189	$	(10,307)	$	(3,513)
Gain (loss) reclassified from AOCI into
	income (effective portion)	Interest expense		1,781		(2,244)		(971)
Gain (loss) recognized in income (ineffective portion
	and amount excluded from effectiveness testing)	Realized loss		-		-		-

      As of December 31, 2011, we had eight interest rate swaps for a total aggregate notional amount of $135,445,000.  The swaps hedge interest payments associated with long-term LIBOR based borrowings and mature between December 31, 2012 and December 31, 2013.

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Commitments and Contingencies

     At December 31, 2011, we had five outstanding letter of credit obligations totaling $5,515,000 and expiring between 2012 and 2014.

     At December 31, 2011, we had outstanding construction in process of $189,502,000 for leased properties and were committed to providing additional funds of approximately $282,899,000 to complete construction. At December 31, 2011, we had contingent purchase obligations totaling $57,470,000. These contingent purchase obligations relate to unfunded capital improvement obligations. Rents due from the tenant are increased to reflect the additional investment in the property.

     We evaluate our leases for operating versus capital lease treatment in accordance with ASC Topic 840 “Leases.”  A lease is classified as a capital lease if it provides for transfer of ownership of the leased asset at the end of the lease term, contains a bargain purchase option, has a lease term greater than 75% of the economic life of the leased asset, or if the net present value of the future minimum lease payments are in excess of 90% of the fair value of the leased asset. Certain leases contain bargain purchase options and have been classified as capital leases.  At December 31, 2011, we had operating lease obligations of $356,464,000 relating to certain ground leases and company office space. We incurred rental expense relating to company office space of $1,901,000, $1,280,000 and $1,138,000 for the years ended December 31, 2011, 2010 and 2009, respectively. 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 December 31, 2011, aggregate future minimum rentals to be received under these noncancelable subleases totaled $29,558,000.

     At December 31, 2011, future minimum lease payments due under operating and capital leases are as follows (in thousands):

	Operating Leases		Capital Leases(1)
2012	$	6,166	$	7,622
2013		6,442		73,003
2014		6,502		660
2015		6,016		8,425
2016		6,002		-
Thereafter		325,336		-
Totals	$	356,464	$	89,710
(1) Amounts above represent principal and interest obligations under capital lease arrangements.  Related assets with a gross value of $345,815,000 and accumulated depreciation of $7,024,000 recorded in real property.

13. Stockholders’ Equity

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

		December 31, 2011	December 31, 2010
Preferred Stock, $1.00 par value:
	Authorized shares	50,000,000	50,000,000
	Issued shares	25,724,854	11,349,854
	Outstanding shares	25,724,854	11,349,854
Common Stock, $1.00 par value:
	Authorized shares	400,000,000	225,000,000
	Issued shares	192,604,918	147,381,191
	Outstanding shares	192,275,248	147,097,381

Preferred Stock.  During the year ended 2009, certain holders of our Series G Cumulative Convertible Preferred Stock converted 41,600 shares into 29,771 shares of our common stock, leaving 399,713 of such shares outstanding at December 31, 2009.  During the nine months ended September 30, 2010, certain holders of our Series G Cumulative Convertible Preferred Stock converted 394,200 shares into 282,078 shares of our common stock, leaving 5,513 of such shares outstanding, which were redeemed by us on September 30, 2010.  During the three months ended September 30, 2010, the holder of our Series E Cumulative Convertible and Redeemable Preferred Stock converted 74,380 shares into 56,935 shares of our common stock, leaving no shares outstanding at December 31, 2011.

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In July 2003, we closed a public offering of 4,000,000 shares of 7.875% Series D Cumulative Redeemable Preferred Stock. These shares have a liquidation value of $25.00 per share. Dividends are payable quarterly in arrears. The preferred stock, which has no stated maturity, are redeemable by us at a redemption price of $25.00 per share, plus accrued and unpaid dividends on such shares to the redemption date, effective July 9, 2008.

     In September 2004, we closed a public offering of 7,000,000 shares of 7.625% Series F Cumulative Redeemable Preferred Stock. These shares have a liquidation value of $25.00 per share. Dividends are payable quarterly in arrears. The preferred stock, which has no stated maturity, are redeemable by us at a redemption price of $25.00 per share, plus accrued and unpaid dividends on such shares to the redemption date, effective September 14, 2009.

     During the three months ended December 31, 2010, we issued 349,854 shares of 6.00% Series H Cumulative Convertible and Redeemable Preferred Stock in connection with a business combination.  These shares have a liquidation value of $25.00 per share. Dividends are payable quarterly in arrears. The preferred stock, which has no stated maturity, may be redeemed by us at a redemption price of $25.00 per share, plus accrued and unpaid dividends on such shares to the redemption date, on or after December 31, 2015.  See Note 3 for additional information.

     During the three months ended March 31, 2011, we issued 14,375,000 of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock.  These shares have a liquidation value of $50.00 per share.  Dividends are payable quarterly in arrears.  The preferred stock is not redeemable by us.  The preferred shares are convertible, at the holder’s option, into 0.8460 shares of common stock (equal to an initial conversion price of approximately $59.10).

Common Stock. The following is a summary of our common stock issuances during the periods indicated (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	$	210,880
September 2009 public issuance	9,200,000		40.40		371,680		356,554
2009 Dividend reinvestment plan issuances	1,499,497		37.22		55,818		55,818
2009 Equity shelf program issuances	1,952,600		40.69		79,447		77,605
2009 Option exercises	96,166		38.23		3,676		3,676
2009 Totals	18,565,133			$	724,973	$	704,533
September 2010 public issuance	9,200,000	$	45.75	$	420,900	$	403,921
December 2010 public issuance	11,500,000		43.75		503,125		482,448
2010 Dividend reinvestment plan issuances	1,957,364		43.95		86,034		86,034
2010 Equity shelf program issuances	431,082		44.94		19,371		19,013
2010 Option exercises	129,054		31.17		4,022		4,022
2010 Totals	23,217,500			$	1,033,452	$	995,438
March 2011 public issuance	28,750,000	$	49.25	$	1,415,938	$	1,358,543
November 2011 public issuance	12,650,000		50.00		632,500		606,595
2011 Dividend reinvestment plan issuances	2,534,707		48.44		122,794		121,846
2011 Equity shelf program issuances	848,620		50.53		42,888		41,982
2011 Option exercises	232,081		37.17		8,628		8,628
2011 Totals	45,015,408			$	2,222,748	$	2,137,594

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	Year Ended
	December 31, 2011				December 31, 2010				December 31, 2009
	Per Share		Amount		Per Share		Amount		Per Share		Amount
Common Stock	$	2.83500	$	483,746	$	2.74000	$	348,578	$	2.72000	$	311,760
Series D Preferred Stock		1.96875		7,875		1.96875		7,875		1.96875		7,875
Series E Preferred Stock		-		-		1.12500		94		1.50000		112
Series F Preferred Stock		1.90625		13,344		1.90625		13,344		1.90625		13,344
Series G Preferred Stock		-		-		1.40640		332		1.87500		748
Series H Preferred Stock		2.85840		1,000		-		-		-		-
Series I Preferred Stock		1.33159		38,283		-		-		-		-
Totals			$	544,248			$	370,223			$	333,839

Comprehensive Income

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

		December 31, 2011		December 31, 2010
Unrecognized gains (losses) on cash flow hedges	$	(8,561)	$	(9,969)
Unrecognized gains (losses) on equity investments		(619)		(497)
Unrecognized actuarial gains (losses)		(2,748)		(633)
Totals	$	(11,928)	$	(11,099)

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

		Year Ended
		December 31,
		2011		2010		2009
Unrecognized gains (losses) on cash flow hedges		$	1,408	$	(8,063)	$	(2,542)
Unrecognized gains (losses) on equity investments			(122)		54		487
Unrecognized actuarial gains (losses)			(2,115)		(199)		277
	Total other comprehensive income (loss)		(829)		(8,208)		(1,778)
Net income attributable to controlling interests			217,610		128,527		193,269
	Comprehensive income attributable to controlling interests		216,781		120,319		191,491
Net and comprehensive income (loss) attributable to noncontrolling interests(1)			(4,894)		357		(342)
	Total comprehensive income	$	211,887	$	120,676	$	191,149
(1) Includes amounts attributable to redeemable noncontrolling interests.

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 $1,917,000, $1,634,000 and $1,629,000 for the years ended December 31, 2011, 2010 and 2009, respectively.

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 vested 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

	Year Ended
	December 31, 2011	December 31, 2010	December 31, 2009
Dividend yield	5.74%	6.28%	7.35%
Expected volatility	34.80%	34.08%	29.40%
Risk-free interest rate	2.87%	3.23%	2.33%
Expected life (in years)	7.0	7.0	7.0
Weighted-average fair value	$9.60	$7.82	$4.38

     The dividend yield represented the dividend yield of our common stock on the dates of grant. Our computation of expected 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 twelve months ended December 31, 2011:

	Year Ended
	December 31, 2011			December 31, 2010			December 31, 2009
	Number of	Weighted		Number of	Weighted		Number of	Weighted
	Shares	Average		Shares	Average		Shares	Average
Stock Options	(000's)	Exercise Price		(000's)	Exercise Price		(000's)	Exercise Price
Options at beginning of year	1,207	$	39.45	1,062	$	37.71	817	$	38.29
Options granted	289		49.17	280		43.29	366		37.00
Options exercised	(232)		36.92	(129)		33.58	(96)		38.22
Options terminated	(12)		43.09	(6)		37.82	(25)		44.50
Options at end of period	1,252	$	42.12	1,207	$	39.45	1,062	$	37.71
Options exercisable at end of period	427	$	39.45	440	$	37.76	388	$	35.85
Weighted average fair value of
options granted during the period		$	9.60		$	7.82		$	4.38

     The following table summarizes information about stock options outstanding at December 31, 2011:

		Options Outstanding					Options Exercisable
		Number	Weighted		Weighted Average		Number	Weighted		Weighted Average
		Outstanding	Average		Remaining		Exercisable	Average		Remaining
Range of Per Share Exercise Prices		(thousands)	Exercise Price		Contract Life		(thousands)	Exercise Price		Contract Life
$20-$30		20	$	25.82	1.0		20	$	25.82	1.0
$30-$40		390		36.75	5.9		179		36.46	4.5
$40+		842		44.99	7.5		228		42.96	6.1
Totals		1,252	$	42.12	6.9		427	$	39.45	5.2
Aggregate intrinsic value	$	15,528,000				$	6,439,000

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 December 31, 2011.  During the years ended December 31, 2011, 2010

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and 2009, the aggregate intrinsic value of options exercised under our stock incentive plans was $3,390,000, $1,798,000 and $737,000, respectively (determined as of the date of option exercise).  Cash received from option exercises under our stock incentive plans was $8,628,000, $4,022,000 and $3,676,000 for the years ended December 31, 2011, 2010 and 2009, respectively.

As of December 31, 2011, there was approximately $4,419,000 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 4 years.  As of December 31, 2011, there was approximately $14,410,000 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 3 years.

The following table summarizes information about non-vested stock incentive awards as of December 31, 2011 and changes for the twelve months ended December 31, 2011:

	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, 2010	768	$	6.19	420	$	41.09
Vested	(219)		6.12	(148)		41.90
Granted	289		9.60	245		49.20
Terminated	(13)		6.40	(9)		32.86
Non-vested at December 31, 2011	825	$	7.40	508	$	44.91

We use the Black-Scholes-Merton option pricing model to estimate the value of stock option grants and expect to continue to use this acceptable option valuation model. We recognize compensation cost for share-based grants on a straight-line basis through the date the awards become fully vested or to the retirement eligible date, if sooner. Compensation cost totaled $10,786,000, $11,823,000 and $9,633,000 for the years ended December 31, 2011, 2010 and 2009, respectively.

15. Earnings Per Share

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

		Year Ended December 31,
		2011		2010		2009
Numerator for basic and diluted earnings
	per share - net income attributable to
	common stockholders	$	157,108	$	106,882	$	171,190
Denominator for basic earnings per
	share - weighted average shares		173,741		127,656		114,207
Effect of dilutive securities:
	Employee stock options		176		125		-
	Non-vested restricted shares		246		420		405
	Convertible senior unsecured notes		238		7		-
Dilutive potential common shares			660		552		405
Denominator for diluted earnings per
	share - adjusted weighted average shares		174,401		128,208		114,612
Basic earnings per share		$	0.90	$	0.84	$	1.50
Diluted earnings per share		$	0.90	$	0.83	$	1.49

The diluted earnings per share calculations exclude the dilutive effect of 0, 280,000 and 351,000 stock options for the years ended December 31, 2011, 2010 and 2009, respectively, because the exercise prices were more than the average market price. The outstanding convertible senior unsecured notes were not included in the 2009 calculations as the effect of the conversions into common stock was anti-dilutive for that period.  The Series H Cumulative Convertible and Redeemable Preferred Stock issued in 2010 was excluded from the calculations for 2010 and 2011 as the effect of the conversions was anti-dilutive.  The Series I

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cumulative Convertible Perpetual Preferred Stock issued in 2011 was excluded from the calculations for 2011 as the effect of the conversions was anti-dilutive.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 based on publicly available trading prices.

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.

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

		December 31, 2011				December 31, 2010
		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value
Financial Assets:
	Mortgage loans receivable	$	63,934	$	64,194	$	109,283	$	111,255
	Other real estate loans receivable		228,573		231,308		327,297		333,003
	Available-for-sale equity investments		980		980		1,103		1,103
	Cash and cash equivalents		163,482		163,482		131,570		131,570
Financial Liabilities:
	Borrowings under unsecured lines of credit arrangements	$	610,000	$	610,000	$	300,000	$	300,000
	Senior unsecured notes		4,434,107		4,709,736		3,034,949		3,267,638
	Secured debt		2,112,649		2,297,278		1,125,906		1,178,081
	Interest rate swap agreements		2,854		2,854		482		482

U.S. GAAP provides authoritative guidance for measuring and disclosing fair value measurements of assets and liabilities.  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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Items Measured at Fair Value on a Recurring Basis

The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis.  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 December 31, 2011
	Total		Level 1		Level 2		Level 3
Available-for-sale equity investments(1)	$	980	$	980	$	-	$	-
Assets held for sale(2)		36,115		-		36,115		-
Interest rate swap agreements(3)		(2,854)		-		(2,854)		-
Totals	$	34,241	$	980	$	33,261	$	-
(1) Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date.
(2) Please see Note 5 for additional information.
(3) Please see Note 11 for additional information.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis.  As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Assets and liabilities that are measured at fair value on a nonrecurring basis include assets acquired and liabilities assumed in business combinations (see Note 3) and asset impairments (see Note 5 for impairments of real property and Note 6 for impairments of loans receivable). We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on Company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally reside within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates.  We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value.  We estimate the fair value of secured debt assumed in business combinations using current interest rates at which similar borrowings could be obtained on the transaction date.

17. Segment Reporting

     During the year ended December 31, 2011, we changed the name of our seniors housing and care segment to seniors housing triple-net. Additionally, we added a new seniors housing operating segment. There was no activity related to this segment prior to September 1, 2010. We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our three business segments: seniors housing triple-net, seniors housing operating and medical facilities. Our seniors housing triple-net properties include skilled nursing/post-acute facilities, assisted living facilities, independent living/continuing care retirement communities and combinations thereof. Under the seniors housing triple-net segment, we invest in seniors 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 seniors housing operating properties include assisted living facilities and independent living/continuing care retirement communities that are owned and/or operated through RIDEA partnership structures. Our primary medical facility properties 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 seniors housing triple-net investments. Our life science investments represent investments in an unconsolidated entity (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 (in Note 2 to our audited consolidated financial statements). There are no intersegment sales or transfers. We evaluate performance based upon net operating income of the combined properties in each

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

     Summary information for the reportable segments during the years ended December 31, 2011, 2010 and 2009 is as follows (in thousands):

Year Ended December 31, 2011:		Seniors Housing Triple-net		Seniors Housing Operating		Medical Facilities(2)		Non-segment / Corporate		Total
Rental income	$	570,675	$	-	$	293,189	$	-	$	863,864
Resident fees and services		-		456,085		-		-		456,085
Interest income		34,068		-		7,002		-		41,070
Other income		6,620		-		3,985		690		11,295
Total revenues		611,363		456,085		304,176		690		1,372,314
Property operating expenses		-		(314,142)		(64,436)		-		(378,578)
Net operating income from continuing operations(1)		611,363		141,943		239,740		690		993,736
Reconciling items:
Interest expense		(4,764)		(46,342)		(27,539)		(228,884)		(307,529)
Depreciation and amortization		(164,494)		(138,192)		(101,866)		-		(404,552)
General and administrative		-		-		-		(77,201)		(77,201)
Transaction costs		(27,993)		(36,328)		(5,903)		-		(70,224)
Gain (loss) on extinguishment of debt		-		979		-		-		979
Provision for loan losses		-		-		(2,010)		-		(2,010)
Income (loss) from continuing operations before income taxes and income from unconsolidated entities	$	414,112	$	(77,940)	$	102,422	$	(305,395)	$	133,199
Total assets	$	7,823,953	$	3,041,238	$	3,795,940	$	263,475	$	14,924,606

Year Ended December 31, 2010:		Seniors Housing Triple-net		Seniors Housing Operating		Medical Facilities(2)		Non-segment / Corporate		Total
Rental income	$	306,733	$	-	$	203,578	$	-	$	510,311
Resident fees and services		-		51,006		-		-		51,006
Interest income		36,176		-		4,679		-		40,855
Other income		3,386		-		985		2,874		7,245
Total revenues		346,295		51,006		209,242		2,874		609,417
Property operating expenses		-		(32,621)		(45,842)		-		(78,463)
Net operating income from continuing operations(1)		346,295		18,385		163,400		2,874		530,954
Reconciling items:
Interest expense		36		(7,794)		(20,261)		(113,129)		(141,148)
Depreciation and amortization		(87,250)		(15,504)		(70,122)		-		(172,876)
General and administrative		-		-		-		(54,626)		(54,626)
Transaction costs		(20,612)		(20,936)		(5,112)		-		(46,660)
Gain (loss) on extinguishment of debt		(7,791)		-		(1,308)		(25,072)		(34,171)
Provision for loan losses		(29,684)		-		-		-		(29,684)
Income (loss) from continuing operation before income taxes and income from unconsolidated entities	$	200,994	$	(25,849)	$	66,597	$	(189,953)	$	51,789
Total assets	$	4,756,896	$	1,080,416	$	3,389,441	$	224,981	$	9,451,734

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2009:		Seniors Housing Triple-net		Seniors Housing Operating		Medical Facilities(2)		Non-segment / Corporate		Total
Rental income	$	268,119	$	-	$	159,078	$	-	$	427,197
Interest income		35,945		-		4,940		-		40,885
Other income		5,309		-		1,309		1,170		7,788
Total revenues		309,373		-		165,327		1,170		475,870
Property operating expenses		-		-		(41,689)		-		(41,689)
Net operating income from continuing operations(1)		309,373		-		123,638		1,170		434,181
Reconciling items:
Interest expense		5,206		-		(15,272)		(76,566)		(86,632)
Depreciation and amortization		(70,366)		-		(55,172)		-		(125,538)
General and administrative		-		-		-		(49,691)		(49,691)
Gain (loss) on extinguishment of debt		(2,057)		-		(3,781)		(19,269)		(25,107)
Provision for loan losses		(23,261)		-		-		-		(23,261)
Income (loss) from continuing operations before income taxes and income from unconsolidated entities	$	218,895	$	-	$	49,413	$	(144,356)	$	123,952

______________________________________________

(1)Net operating income from continuing operations (“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.

(2)Excludes income and expense amounts related to our properties held in unconsolidated entities.  Please see Note 7 for additional information.

18. Income Taxes and Distributions

To qualify as a real estate investment trust for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. We distributed at least 100% of taxable income for the years ended December 31, 2011, 2010 and 2009.  Real estate investment trusts that do not distribute a certain amount of current year taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes.

Cash distributions paid to common stockholders, for federal income tax purposes, are as follows:

			Year Ended December 31,
			2011		2010		2009
Per Share:
	Ordinary income	$	1.1472	$	0.7774	$	1.9865
	Return of capital		1.4227		1.7408		0.4864
	Long-term capital gains		0.1059		0.0190		-
	1250 gains		0.1592		0.2028		0.2471
	Totals	$	2.8350	$	2.7400	$	2.7200

At December 31, 2011, we had U.S. federal tax losses from our taxable REIT subsidiaries (“TRS”) of $7,400,000, as well as apportioned state tax losses of $14,240,000 available for carryforward. Valuation allowances have been established for these assets based upon our assessment, as it is more likely than not that such assets may not be realized. During the year ended December 31, 2011, the federal tax valuation allowance declined by $10,306,000 due to current year utilization of net operating losses.  The U.S. federal and state tax loss carryforwards expire from 2012 through 2031.

Tax expense reflected in the financial statements primarily represents federal, state and local income taxes as well as amounts related to uncertain tax positions as discussed below.  As a result of certain acquisitions, we are subject to corporate level taxes for related asset dispositions for the period December 31, 2011 through December 31, 2021 (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to (a) the excess of the fair value of the asset as of December 31, 2011 over its adjusted tax basis as of December 31, 2011, or (b) the actual amount of gain, whichever of (a) and (b) is lower. Some

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards. We have not recorded a deferred tax liability as a result of the potential built-in gains tax based on our intentions with respect to such properties and available tax planning strategies.

Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, the REIT may lease “qualified health care properties” on an arm’s-length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property.” A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients.

Through December 31, 2011, we entered into five joint ventures that were structured under RIDEA.  Resident level rents and related operating expenses for these facilities are reported in the consolidated financial statements and are subject to federal taxes as the operations of such facilities are included in a TRS.  Certain net operating loss carryforwards could be utilized to offset taxable income in future years.

We apply the rules under ASC 740-10 in our Accounting for Uncertainty in Income Taxes for uncertain tax positions using a “more likely than not” recognition threshold for tax positions. Pursuant to these rules, we will initially recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by the taxing authority.

The entire balance of unrecognized tax benefits as of December 31, 2011 of $6,098,000 (exclusive of accrued interest and penalties) relates to the April 1, 2011 Genesis Acquisition discussed in further detail in Note 3 and is included in Accrued expenses and other liabilities on the consolidated balance sheet.  As a part of the Genesis Acquisition, we received a full indemnification from FC-GEN Operations Investment, LLC covering income taxes or other taxes as well as  interest and penalties relating to tax positions taken by FC-GEN Operations Investment, LLC prior to the acquisition.  Accordingly, an offsetting indemnification asset is recorded in receivables and other assets on the Consolidated Balance Sheet.  Such indemnification asset is reviewed for collectability periodically.

There were $149,000 of uncertain tax positions as of December 31, 2011 for which it is reasonably possible that the amount of unrecognized tax benefits would decrease during 2012.  Interest and penalties totaled $582,000 in expense for the year ended December 31, 2011 and were recorded as income tax expense in the consolidated statements of income with an offsetting amount recorded in other income relating to the increase in the indemnification asset. As of December 31, 2011, $2,738,000 of interest and penalties were accrued related to income taxes.

19. Retirement Arrangements

Under the retirement plan and trust (the “401(k) Plan”), eligible employees may make contributions, and we may make matching contributions and a profit sharing contribution. Our contributions to the 401(k) Plan totaled $1,558,000, $1,341,000 and $1,201,000 in 2011, 2010 and 2009, respectively.

We have a Supplemental Executive Retirement Plan (“SERP”), a non-qualified defined benefit pension plan, which provides one executive officer with supplemental deferred retirement benefits. The SERP provides an opportunity for the participant 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. Benefit payments are expected to total $2,375,000 during the next five fiscal years and $3,560,000 thereafter. We use a December 31 measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $5,623,000 at December 31, 2011 ($4,066,000 at December 31, 2010).

The following tables provide a reconciliation of the changes in the SERP’s benefit obligations for the periods indicated (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		Year Ended December 31,
	2011		2010
Reconciliation of benefit obligation:
Obligation at January 1	$	4,066	$	3,287
Service cost		489		413
Interest cost		112		115
Actuarial (gain) loss		2,303		251
Settlements		(1,347)		-
Obligation at December 31	$	5,623	$	4,066

We contributed $1,347,000 to the plan in connection with a settlement during the year ended December 31, 2011.  The following table shows the components of net periodic benefit costs for the periods indicated (in thousands):

		Year Ended December 31,
	2011		2010
Service cost	$	489	$	413
Interest cost		112		115
Net actuarial (gain) loss		50		52
Net periodic benefit cost	$	651	$	580

The following table provides information for the SERP, which has an accumulated benefit in excess of plan assets (in thousands):

		December 31,
	2011		2010
Projected benefit obligation	$	5,623	$	4,066
Accumulated benefit obligation		3,307		2,938
Fair value of assets		n/a		n/a

The following table reflects the weighted-average assumptions used to determine the benefit obligations and net periodic benefit cost for the SERP:

	Benefit Obligations		Net Periodic Benefit Cost
	December 31,		Year Ended December 31,
	2011	2010	2011	2010
Discount rate	2.75%	3.50%	3.50%	3.50%
Rate of compensation increase	4.50%	4.50%	4.50%	4.50%
Expected long-term return on plan assets	n/a	n/a	n/a	n/a

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. Quarterly Results of Operations (Unaudited)

The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2011 and 2010 (in thousands, except per share data). The sum of individual quarterly amounts may not agree to the annual amounts included in the consolidated statements of income due to rounding.

		Year Ended December 31, 2011
		1st Quarter		2nd Quarter		3rd Quarter(2)		4th Quarter(3)
Revenues - as reported		$	255,477	$	381,059	$	384,786	$	407,391
Discontinued operations			(16,252)		(13,826)		(14,059)		(12,262)
Revenues - as adjusted(1)		$	239,225	$	367,233	$	370,727	$	395,129
Net income (loss) attributable to common stockholders		$	23,372	$	69,847	$	36,607	$	27,282
Net income (loss) attributable to common stockholders per share:
	Basic	$	0.15	$	0.40	$	0.21	$	0.15
	Diluted		0.15		0.39		0.21		0.15
		Year Ended December 31, 2010
		1st Quarter		2nd Quarter		3rd Quarter(4)		4th Quarter
Revenues - as reported		$	152,759	$	163,131	$	176,146	$	202,456
Discontinued operations			(23,182)		(22,897)		(20,884)		(18,112)
Revenues - as adjusted(1)		$	129,577	$	140,234	$	155,262	$	184,344
Net income attributable to common stockholders		$	25,812	$	45,646	$	(4,563)	$	39,988
Net income attributable to common stockholders per share:
	Basic	$	0.21	$	0.37	$	(0.04)	$	0.29
	Diluted		0.21		0.37		(0.04)		0.29
(1) We have reclassified the income attributable to the properties sold prior to or held for sale at September 30, 2012 to discontinued operations. See Note 5.
(2) The decreases in net income and amounts per share are primarily attributable to gains on sales of real estate totaling $30,224,000 for the second quarter as compared to $185,000 for the third quarter.
(3) The decreases in net income and amounts per share are primarily attributable to impairment charges of $11,992,000.
(4) The decreases in net income and amounts per share are primarily attributable to provisions for loan losses ($28,918,000) and transaction costs ($18,835,000).

21. Subsequent Events

Chartwell.  On February 15, 2012, the company announced it will partner with Chartwell Seniors Housing Real Estate Investment Trust to own and operate a portfolio of 42 seniors housing and care communities located in Canada. The portfolio is being acquired for $925 million.  This transaction will be structured under RIDEA with 39 facilities owned 50% by us and 50% by Chartwell, and three facilities wholly owned by us.  Our $503 million investment will be through a combination of cash and the pro rata assumption of secured debt.  Chartwell will provide management services to the communities under an incentive-based management contract.

Health Care REIT, Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2011
(Dollars in thousands)
				Initial Cost to Company						Gross Amount at Which Carried at Close of Period
Description		Encumbrances		Land		Buildings & Improvements		Cost Capitalized Subsequent to Acquisition		Land		Buildings & Improvements		Accumulated Depreciation	Year Acquired	Year Built
Seniors housing triple-net:
Aboite Twp, IN	$	-	$	1,770	$	19,930	$	835	$	1,770	$	20,765	$	668	2010	2008
Agawam, MA		-		880		16,112		2,134		880		18,246		4,690	2002	1993
Agawam, MA		-		1,230		13,618		-		1,230		13,618		299	2011	1975
Agawam, MA		-		930		15,304		-		930		15,304		326	2011	1970
Agawam, MA		-		920		10,661		-		920		10,661		239	2011	1985
Agawam, MA		-		920		10,562		-		920		10,562		236	2011	1967
Akron, OH		-		290		8,219		491		290		8,710		1,559	2005	1961
Akron, OH		-		630		7,535		184		630		7,719		1,195	2006	1915
Alexandria, VA		-		1,330		7,820		-		1,330		7,820		688	2008	1955
Alliance, OH		4,482		270		7,723		107		270		7,830		1,311	2006	1982
Amarillo, TX		-		540		7,260		-		540		7,260		1,383	2005	1986
Amelia Island, FL		-		3,290		24,310		19,131		3,290		43,441		5,335	2005	1998
Ames, IA		-		330		8,871		-		330		8,870		400	2010	1999
Anderson, SC		-		710		6,290		419		710		6,709		1,675	2003	1986
Andover, MA		-		1,310		12,647		-		1,310		12,647		292	2011	1985
Annapolis, MD		-		1,010		24,825		-		1,010		24,825		509	2011	1993
Ansted, WV		-		240		14,113		-		240		14,113		284	2011	1982
Asheboro, NC		-		290		5,032		165		290		5,197		1,194	2003	1998
Asheville, NC		-		204		3,489		-		204		3,489		1,295	1999	1999
Asheville, NC		-		280		1,955		351		280		2,306		596	2003	1992
Aspen Hill, MD		-		-		9,008		-		-		9,008		206	2011	1988
Atlanta, GA		-		460		5,540		190		460		5,730		1,156	2005	1972
Auburndale, FL		-		750		5,950		304		750		6,254		1,179	2005	1983
Aurora, CO		-		2,600		5,906		7,915		2,600		13,821		2,341	2006	2006
Aurora, CO		-		2,440		28,172		-		2,440		28,172		3,263	2006	2008
Aurora, OH		-		1,760		14,148		-		1,760		14,148		388	2011	2002
Austin, TX		10,052		730		18,970		-		730		18,970		2,421	2007	2006
Avon Lake, OH		-		790		10,421		-		790		10,421		297	2011	2001
Avon, IN		-		1,830		14,470		-		1,830		14,470		681	2010	2004
Ayer, MA		-		-		22,074		-		-		22,074		454	2011	1988
Baltic, OH		3,672		50		8,709		189		50		8,898		1,460	2006	1983
Baltimore, MD		-		1,350		14,884		-		1,350		14,884		322	2011	1993
Baltimore, MD		-		900		5,039		-		900		5,039		129	2011	1969
Barnum, MN		-		-		-		-		-		-		-	2011	2005
Bartlesville, OK		-		100		1,380		-		100		1,380		602	1996	1995
Baytown, TX		9,428		450		6,150		-		450		6,150		1,700	2002	2000
Baytown, TX		-		540		11,110		-		540		11,110		682	2009	2008
Beachwood, OH		-		1,260		23,478		-		1,260		23,478		6,529	2001	1990
Beattyville, KY		-		100		6,900		-		100		6,900		1,274	2005	1972
Bedford, NH		-		2,250		28,831		-		2,250		28,831		589	2011	1978
Bellevue, WI		-		1,740		18,260		571		1,740		18,831		2,706	2006	2004
Benbrook, TX		-		1,550		13,553		-		1,550		13,553		236	2011	2007
Bethel Park, PA		-		1,700		16,007		-		1,700		16,007		1,213	2007	2009
Bluefield, VA		-		900		12,463		-		900		12,463		262	2011	2005
Boise, ID		-		810		5,401		-		810		5,401		2,345	1998	1966
Boonville, IN		-		190		5,510		-		190		5,510		1,499	2002	2000
Boynton Beach, FL		-		980		8,112		-		980		8,112		1,734	2004	1999
Bradenton, FL		-		252		3,298		-		252		3,298		1,455	1996	1995
Braintree, MA		-		170		7,157		1,290		170		8,447		6,421	1997	1968
Brandon, MS		-		1,220		10,241		-		1,220		10,241		327	2010	1999
Bremerton, WA		-		390		2,210		144		390		2,354		303	2006	1999
Bremerton, WA		-		830		10,420		150		830		10,570		323	2010	1984
Brick, NJ		-		1,290		25,247		-		1,290		25,247		226	2011	2000
Brick, NJ		-		1,170		17,372		61		1,176		17,427		451	2010	1998
Brick, NJ(1)		-		690		17,125		16		690		17,141		439	2010	1999
Bridgewater, NJ		-		1,850		3,050		-		1,850		3,050		874	2004	1970
Bridgewater, NJ		-		1,730		48,201		74		1,730		48,275		1,235	2010	1999
Bridgewater, NJ		-		1,800		31,810		-		1,800		31,810		282	2011	2001
Brighton, MA		-		240		3,859		2,126		240		5,985		1,142	2005	1982
Broadview Heights, OH		-		920		12,400		2,388		920		14,788		3,539	2001	1984
Brookline, MA		-		2,760		9,217		-		2,760		9,217		230	2011	1984
Brooklyn Park, MD		-		1,290		16,329		-		1,290		16,329		347	2011	1995
Bunnell, FL		-		260		7,118		-		260		7,118		1,610	2004	1985
Burleson, TX		12,752		670		13,985		-		670		13,985		253	2011	2006
Burlington, NC		-		280		4,297		707		280		5,004		1,133	2003	2000
Burlington, NC		-		460		5,467		-		460		5,467		1,274	2003	1997
Burlington, NJ		-		1,700		12,554		-		1,700		12,554		306	2011	2005
Burlington, NJ		-		1,170		19,205		-		1,170		19,205		274	2011	1994
Butler, AL		-		90		3,510		-		90		3,510		867	2004	1960

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Butte, MT	-	550	3,957	43	550	4,000	1,223	1998	1999
Byrdstown, TN	-	-	2,414	132	-	2,546	1,247	2004	1982
Cambridge, MD	-	490	15,843	-	490	15,843	329	2011	1990
Canton, MA	-	820	8,201	263	820	8,464	2,495	2002	1993
Canton, OH	-	300	2,098	-	300	2,098	769	1998	1998
Cape Coral, FL	-	530	3,281	-	530	3,281	897	2002	2000
Carmel, IN	-	2,370	57,175	421	2,370	57,596	5,271	2006	2007
Cary, NC	-	1,500	4,350	986	1,500	5,336	1,798	1998	1996
Catonsville, MD	-	1,330	15,003	-	1,330	15,003	324	2011	1973
Cedar Grove, NJ	-	1,830	10,939	-	1,830	10,939	244	2011	1994
Cedar Grove, NJ	-	2,850	27,737	-	2,850	27,737	581	2011	1970
Centreville, MD(1)	-	600	14,602	-	600	14,602	312	2011	1993
Chapel Hill, NC	-	354	2,646	783	354	3,429	893	2002	1997
Charles Town, WV	-	230	22,834	-	230	22,834	454	2011	1997
Charleston, WV	-	440	17,575	-	440	17,575	354	2011	1998
Charleston, WV	-	410	5,430	-	410	5,430	123	2011	1996
Chelmsford, MA	-	1,040	10,951	1,441	1,040	12,392	2,407	2003	1997
Chickasha, OK	-	85	1,395	-	85	1,395	602	1996	1996
Cincinnati, OH	-	2,060	109,388	350	2,060	109,738	4,195	2007	2010
Cinnaminson, NJ	-	860	6,663	-	860	6,663	161	2011	1986
Claremore, OK	-	155	1,428	-	155	1,428	597	1996	1996
Clark Summit, PA	-	600	11,179	-	600	11,179	247	2011	1985
Clarks Summit, PA	-	400	6,529	-	400	6,529	148	2011	1997
Clarksville, TN	-	330	2,292	-	330	2,292	833	1998	1998
Clearwater, FL	-	160	7,218	-	160	7,218	1,478	2004	1961
Clearwater, FL	-	1,260	2,740	324	1,260	3,064	713	2005	1983
Cleburne, TX	-	520	5,369	-	520	5,369	654	2006	2007
Cleveland, TN	-	350	5,000	122	350	5,122	1,531	2001	1987
Cloquet, MN	-	340	4,660	-	340	4,660	33	2011	2009
Cloquet, MN	-	-	-	-	-	-	-	2011	2002
Coeur d'Alene, ID	-	600	7,878	-	600	7,878	3,047	1998	1996
Colchester, CT	-	980	4,860	-	980	4,860	132	2011	1986
Colorado Springs, CO	-	310	6,290	-	310	6,290	1,273	2005	1985
Colts Neck, NJ	-	780	14,733	99	783	14,829	388	2010	2002
Columbia Heights, MN	-	825	14,175	-	825	14,175	94	2011	2009
Columbia, SC	-	2,120	4,860	5,709	2,120	10,569	2,086	2003	2000
Columbia, TN	-	341	2,295	-	341	2,295	846	1999	1999
Columbia, TN	-	590	3,787	-	590	3,787	1,161	2003	1974
Columbus, IN	-	610	3,190	-	610	3,190	147	2010	1998
Columbus, IN	-	530	6,710	-	530	6,710	1,677	2002	2001
Columbus, OH	-	530	5,170	8,300	1,070	12,930	2,170	2005	1968
Columbus, OH	4,090	1,010	5,022	-	1,010	5,022	923	2006	1983
Columbus, OH	-	1,010	4,931	13,620	1,860	17,701	2,900	2006	1978
Concord, NC	-	550	3,921	55	550	3,976	1,027	2003	1997
Concord, NH	-	780	18,423	-	780	18,423	371	2011	1905
Concord, NH	-	1,760	43,179	-	1,760	43,179	867	2011	1994
Concord, NH	-	720	3,041	-	720	3,041	79	2011	1972
Conroe, TX	-	980	7,771	-	980	7,771	363	2009	2010
Corpus Christi, TX	-	307	443	-	307	443	240	2005	1985
Corpus Christi, TX	-	400	1,916	-	400	1,916	517	2005	1985
Dade City, FL	-	250	7,150	-	250	7,150	1,520	2004	1975
Daniels, WV	-	200	17,320	-	200	17,320	347	2011	1986
Danville, VA	-	410	3,954	722	410	4,676	1,104	2003	1998
Daytona Beach, FL	-	470	5,930	-	470	5,930	1,372	2004	1986
Daytona Beach, FL	-	490	5,710	-	490	5,710	1,370	2004	1961
DeBary, FL	-	440	7,460	-	440	7,460	1,578	2004	1965
Dedham, MA	-	1,360	9,830	-	1,360	9,830	2,878	2002	1996
DeForest, WI	-	250	5,350	354	250	5,704	690	2007	2006
Defuniak Springs, FL	-	1,350	10,250	-	1,350	10,250	1,572	2006	1980
DeLand, FL	-	220	7,080	-	220	7,080	1,511	2004	1967
Denton, MD	-	390	4,010	206	390	4,216	1,183	2003	1982
Denton, TX	-	1,760	8,305	-	1,760	8,305	21	2010	2011
Denver, CO	-	2,530	9,514	-	2,530	9,514	1,684	2005	1986
Denver, CO	-	3,650	14,906	1,605	3,650	16,511	2,134	2006	1987
Denver, CO	-	2,076	13,594	-	2,076	13,594	784	2007	2009
Dover, DE	-	400	7,717	-	400	7,717	170	2011	1997
Dover, DE	-	600	22,266	-	600	22,266	456	2011	2006
Drescher, PA	-	2,060	40,236	45	2,063	40,278	1,028	2010	2001
Dundalk, MD(1)	-	1,770	32,047	-	1,770	32,047	658	2011	1988
Durham, NC	-	1,476	10,659	2,196	1,476	12,855	7,592	1997	1999
East Brunswick, NJ	-	1,380	34,229	-	1,380	34,229	300	2011	1998
East Norriston, PA	-	1,200	28,129	139	1,210	28,258	731	2010	1988
Easton, MD	-	900	24,539	-	900	24,539	518	2011	2006
Easton, PA	-	285	6,315	-	285	6,315	3,440	1993	1959
Eatontown, NJ	-	1,190	23,358	-	1,190	23,358	489	2011	1996

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Eden, NC	-	390	4,877	-	390	4,877	1,156	2003	1998
El Paso, TX	-	539	8,961	232	539	9,193	1,725	2005	1970
El Paso, TX	-	642	3,958	1,100	642	5,058	998	2005	1969
Elizabeth City, NC	-	200	2,760	2,011	200	4,771	1,480	1998	1999
Elizabethton, TN	-	310	4,604	336	310	4,940	1,514	2001	1980
Englewood, NJ	-	930	4,514	-	930	4,514	104	2011	1966
Englishtown, NJ	-	690	12,520	41	694	12,557	333	2010	1997
Erin, TN	-	440	8,060	134	440	8,194	2,347	2001	1981
Eugene, OR	-	300	5,316	-	300	5,316	2,207	1998	1972
Everett, WA	-	1,400	5,476	-	1,400	5,476	1,906	1999	1999
Fair Lawn, NJ	-	2,420	24,504	-	2,420	24,504	511	2011	1962
Fairfield, CA	-	1,460	14,040	-	1,460	14,040	3,911	2002	1998
Fairhaven, MA	-	770	6,230	-	770	6,230	1,282	2004	1999
Fall River, MA	-	620	5,829	4,856	620	10,685	3,699	1996	1973
Fall River, MA	-	920	34,715	-	920	34,715	710	2011	1993
Fanwood, NJ	-	2,850	55,175	-	2,850	55,175	477	2011	2004
Fayetteville, NY	-	410	3,962	500	410	4,462	1,193	2001	1997
Findlay, OH	-	200	1,800	-	200	1,800	720	1997	1997
Fishers, IN	-	1,500	14,500	-	1,500	14,500	682	2010	2000
Florence, NJ	-	300	2,978	-	300	2,978	810	2002	1999
Flourtown, PA	-	1,800	14,830	-	1,800	14,830	316	2011	1986
Follansbee, WV	-	640	27,670	-	640	27,670	561	2011	1998
Forest City, NC	-	320	4,497	-	320	4,497	1,076	2003	1999
Fork Union, VA	-	310	2,490	60	310	2,550	245	2008	1990
Fort Ashby, WV	-	330	19,566	-	330	19,566	389	2011	1989
Fort Pierce, FL	-	440	3,560	211	440	3,771	711	2005	1973
Franconia, NH	-	360	11,320	-	360	11,320	235	2011	1991
Franklin, NH	-	430	15,210	-	430	15,210	313	2011	1990
Fredericksburg, VA	-	1,000	20,000	1,119	1,000	21,119	3,579	2005	1999
Fredericksburg, VA	-	590	28,611	-	590	28,611	575	2011	1977
Gardner, MA	-	480	10,210	-	480	10,210	222	2011	1991
Gastonia, NC	-	470	6,129	-	470	6,129	1,419	2003	1998
Gastonia, NC	-	310	3,096	22	310	3,118	772	2003	1994
Gastonia, NC	-	400	5,029	120	400	5,149	1,199	2003	1996
Georgetown, TX	-	200	2,100	-	200	2,100	826	1997	1997
Gettysburg, PA	-	590	8,913	-	590	8,913	204	2011	1987
Glastonbury, CT	-	1,950	9,532	-	1,950	9,532	220	2011	1966
Glen Mills, PA	-	690	9,110	-	690	9,110	200	2011	1993
Glenside, PA	-	1,940	16,867	-	1,940	16,867	357	2011	1979
Goochland, VA	-	350	3,697	-	350	3,697	354	2008	1991
Goshen, IN	-	210	6,120	-	210	6,120	1,059	2005	2006
Graceville, FL	-	150	13,000	-	150	13,000	1,939	2006	1980
Grafton, WV	-	280	18,824	-	280	18,824	376	2011	1989
Granbury, TX	22,500	2,040	30,670	-	2,040	30,670	548	2011	2009
Grand Ledge, MI	8,356	1,150	16,286	-	1,150	16,286	454	2010	1999
Grand Prairie, TX	-	574	3,426	-	574	3,426	790	2005	1982
Granger, IN	-	1,670	21,280	1,127	1,670	22,407	710	2010	2009
Greeneville, TN	-	400	8,290	409	400	8,699	1,868	2004	1979
Greenfield, WI	-	600	6,626	328	600	6,954	807	2006	2006
Greensboro, NC	-	330	2,970	554	330	3,524	853	2003	1996
Greensboro, NC	-	560	5,507	1,013	560	6,520	1,565	2003	1997
Greenville, NC	-	290	4,393	168	290	4,561	1,048	2003	1998
Greenville, SC	-	310	4,750	-	310	4,750	1,013	2004	1997
Greenville, SC	-	5,400	100,523	1,007	5,400	101,530	5,372	2006	2009
Greenwood, IN	-	1,550	22,770	-	1,550	22,770	746	2010	2007
Groton, CT	-	2,430	19,941	-	2,430	19,941	450	2011	1975
Haddonfield, NJ	-	520	2,320	-	520	2,320	12	2011	1953
Hamburg, PA	-	840	10,543	-	840	10,543	250	2011	1995
Hamden, CT	-	1,470	4,530	-	1,470	4,530	1,475	2002	1998
Hamilton, NJ	-	440	4,469	-	440	4,469	1,209	2001	1998
Hanover, IN	-	210	4,430	-	210	4,430	978	2004	2000
Harleysville, PA	-	960	11,355	-	960	11,355	785	2008	2009
Harriman, TN	-	590	8,060	158	590	8,218	2,507	2001	1972
Hatboro, PA	-	-	28,112	-	-	28,112	566	2011	1996
Hattiesburg, MS	13,100	450	15,518	35	450	15,553	409	2010	2009
Haverford, PA	-	1,880	33,993	85	1,880	34,078	871	2010	2000
Hemet, CA	-	870	3,405	-	870	3,405	413	2007	1996
Henderson, NV	-	380	9,220	65	380	9,285	3,161	1998	1998
Henderson, NV	-	380	4,360	41	380	4,401	1,326	1999	2000
Hermitage, TN	-	1,500	9,856	-	1,500	9,856	150	2011	2006
Hickory, NC	-	290	987	232	290	1,219	395	2003	1994
High Point, NC	-	560	4,443	793	560	5,236	1,242	2003	2000
High Point, NC	-	370	2,185	410	370	2,595	659	2003	1999
High Point, NC	-	330	3,395	28	330	3,423	819	2003	1994
High Point, NC	-	430	4,143	-	430	4,143	982	2003	1998

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Highlands Ranch, CO	-	940	3,721	-	940	3,721	1,027	2002	1999
Hilliard, FL	-	150	6,990	-	150	6,990	2,665	1999	1990
Hilltop, WV	-	480	25,355	-	480	25,355	514	2011	1977
Homestead, FL	-	2,750	11,750	-	2,750	11,750	1,793	2006	1994
Hopedale, MA	-	130	8,170	-	130	8,170	1,502	2005	1999
Houston, TX	10,050	860	18,715	-	860	18,715	2,139	2007	2006
Houston, TX	-	5,090	9,471	-	5,090	9,471	724	2007	2009
Houston, TX	10,410	630	5,970	750	630	6,720	1,793	2002	1995
Howell, NJ	10,528	1,050	21,703	36	1,050	21,739	567	2010	2007
Huntington, WV	-	800	32,261	-	800	32,261	657	2011	1988
Huron, OH	-	160	6,088	1,452	160	7,540	1,176	2005	1983
Hurricane, WV	-	620	21,454	-	620	21,454	442	2011	1986
Hutchinson, KS	-	600	10,590	-	600	10,590	2,034	2004	1997
Indianapolis, IN	-	495	6,287	22,565	495	28,852	4,486	2006	1981
Indianapolis, IN	-	255	2,473	12,123	255	14,596	2,079	2006	1981
Jamestown, TN	-	-	6,707	-	-	6,707	3,465	2004	1966
Jefferson, OH	-	80	9,120	-	80	9,120	1,589	2006	1984
Kalida, OH	-	480	8,173	-	480	8,173	1,041	2006	2007
Kalispell, MT	-	360	3,282	-	360	3,282	1,175	1998	1998
Keene, NH	-	530	9,639	-	530	9,639	97	2011	1980
Kenner, LA	-	1,100	10,036	328	1,100	10,364	6,054	1998	2000
Kennett Square, PA	-	1,050	22,946	18	1,050	22,964	592	2010	2008
Kenosha, WI	-	1,500	9,139	-	1,500	9,139	723	2007	2009
Kent, WA	-	940	20,318	10,470	940	30,788	2,841	2007	2000
Kirkland, WA	-	1,880	4,315	214	1,880	4,529	1,006	2003	1996
Kissimmee, FL	-	230	3,854	-	230	3,854	819	2004	1972
LaBelle, FL	-	60	4,946	-	60	4,946	1,141	2004	1986
Laconia, NH	-	810	14,434	-	810	14,434	305	2011	1968
Lake Havasu City, AZ	-	450	4,223	-	450	4,223	1,452	1998	1999
Lake Havasu City, AZ	-	110	2,244	136	110	2,380	854	1998	1994
Lake Placid, FL	-	150	12,850	-	150	12,850	2,791	2004	1984
Lake Zurich, IL	-	1,470	9,830	-	1,470	9,830	197	2011	2007
Lancaster, NH	-	430	15,804	-	430	15,804	324	2011	1981
Lancaster, NH	-	160	434	-	160	434	18	2011	1965
Lancaster, PA	-	890	7,623	-	890	7,623	180	2011	1986
Langhorne, PA	-	1,350	24,881	-	1,350	24,881	524	2011	2006
LaPlata, MD	-	700	19,068	-	700	19,068	402	2011	1984
Lawrenceville, VA	-	170	4,780	-	170	4,780	441	2008	1989
Lebanon, NH	-	550	20,138	-	550	20,138	413	2011	2006
Lecanto, FL	-	200	6,900	-	200	6,900	1,412	2004	1986
Lee, MA	-	290	18,135	926	290	19,061	5,058	2002	1998
Lenoir, NC	-	190	3,748	641	190	4,389	1,036	2003	1998
Leominster, MA	-	530	6,201	-	530	6,201	149	2011	1966
Lewisburg, WV	-	260	3,699	-	260	3,699	90	2011	1995
Lexington, NC	-	200	3,900	1,015	200	4,915	1,250	2002	1997
Libertyville, IL	14,343	6,500	40,024	-	6,500	40,024	742	2011	2001
Lincoln, NE	5,273	390	13,807	-	390	13,807	599	2010	2000
Linwood, NJ	-	800	21,984	275	800	22,259	580	2010	1997
Litchfield, CT	-	1,240	17,908	45	1,240	17,953	465	2010	1998
Little Neck, NY	-	3,350	38,461	151	3,355	38,607	993	2010	2000
Littleton, MA	-	1,240	2,910	-	1,240	2,910	968	1996	1975
Loma Linda, CA	-	2,214	9,586	-	2,214	9,586	1,228	2008	1976
Longview, TX	-	293	1,707	-	293	1,707	457	2005	1971
Longview, TX	-	610	5,520	-	610	5,520	683	2006	2007
Longwood, FL	-	480	7,520	-	480	7,520	1,628	2004	1980
Longwood, FL	-	1,260	6,445	-	1,260	6,445	32	2011	2011
Louisville, KY	-	490	10,010	-	490	10,010	2,297	2005	1978
Louisville, KY	-	430	7,135	163	430	7,298	2,217	2002	1974
Louisville, KY	-	350	4,675	109	350	4,784	1,485	2002	1975
Lowell, MA	-	1,070	13,481	-	1,070	13,481	298	2011	1975
Lowell, MA	-	680	3,378	-	680	3,378	91	2011	1984
Lufkin, TX	-	343	1,184	-	343	1,184	460	2005	1919
Lutherville, MD	-	1,100	19,786	-	1,100	19,786	407	2011	1988
Macungie, PA	-	960	29,033	-	960	29,033	586	2011	2006
Manahawkin, NJ	-	1,020	20,361	-	1,020	20,361	425	2011	1999
Manalapan, NJ	-	900	22,624	-	900	22,624	199	2011	2001
Manassas, VA	-	750	7,446	492	750	7,938	1,662	2003	1996
Manchester, NH	-	340	4,360	259	340	4,619	811	2005	1984
Mansfield, TX	-	660	5,251	-	660	5,251	657	2006	2007
Marianna, FL	-	340	8,910	-	340	8,910	1,325	2006	1997
Marlinton, WV	-	270	8,430	-	270	8,430	180	2011	1987
Marmet, WV	-	540	26,483	-	540	26,483	527	2011	2000
Martinsburg, WV	-	340	17,180	-	340	17,180	345	2011	1987
Martinsville, VA	-	349	-	-	349	-	-	2003	-

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Marysville, CA	-	450	4,172	44	450	4,216	1,294	1998	1999
Matawan, NJ	-	190	15,549	-	190	15,549	312	2011	1995
Matthews, NC	-	560	4,738	-	560	4,738	1,158	2003	1998
McConnelsville, OH	-	190	7,060	-	190	7,060	277	2010	1946
McHenry, IL	-	1,576	-	-	1,576	-	-	2006	-
McHenry, IL	-	3,550	15,300	6,718	3,550	22,018	2,533	2006	2004
McKinney, TX	-	1,570	7,389	-	1,570	7,389	377	2009	2010
McMurray, PA	-	1,440	15,805	-	1,440	15,805	-	2010	2011
Melbourne, FL	-	7,070	48,257	11,726	7,070	59,983	3,323	2007	2009
Melville, NY	-	4,280	73,283	187	4,282	73,468	1,867	2010	2001
Memphis, TN	-	940	5,963	-	940	5,963	1,535	2004	1951
Memphis, TN	-	390	9,660	1,600	390	11,260	316	2010	1981
Mendham, NJ	-	1,240	27,169	-	1,240	27,169	550	2011	1993
Menomonee Falls, WI	-	1,020	6,984	-	1,020	6,984	793	2006	2007
Mercerville, NJ	-	860	9,929	-	860	9,929	222	2011	1975
Meriden, CT	-	1,300	1,472	-	1,300	1,472	68	2011	1994
Merrillville, IN	-	643	7,084	3,526	643	10,610	5,601	1997	1999
Merrillville, IN	-	1,080	3,413	-	1,080	3,413	49	2010	2011
Middleburg Heights, OH	-	960	7,780	-	960	7,780	1,525	2004	1998
Middleton, WI	-	420	4,006	600	420	4,606	1,109	2001	1991
Middletown, RI	-	1,480	19,703	-	1,480	19,703	417	2011	1975
Midland, MI	-	200	11,025	-	200	11,025	299	2010	1994
Midwest City, OK	-	470	5,673	-	470	5,673	3,277	1998	1958
Midwest City, OK	-	484	5,516	-	484	5,516	1,107	2005	1987
Milford, DE	-	400	7,816	-	400	7,816	172	2011	1997
Milford, DE	-	680	19,216	-	680	19,216	404	2011	1994
Millersville, MD	-	680	1,020	-	680	1,020	31	2011	1977
Millville, NJ	-	840	29,944	-	840	29,944	615	2011	2006
Missoula, MT	-	550	7,490	-	550	7,490	1,291	2005	1998
Monmouth Junction, NJ	-	720	6,209	-	720	6,209	146	2011	1996
Monroe Twp, NJ	-	1,160	13,193	-	1,160	13,193	296	2011	1996
Monroe, NC	-	470	3,681	648	470	4,329	1,048	2003	2001
Monroe, NC	-	310	4,799	857	310	5,656	1,290	2003	2000
Monroe, NC	-	450	4,021	114	450	4,135	997	2003	1997
Monteagle, TN	-	310	3,318	-	310	3,318	945	2003	1980
Monterey, TN	-	-	4,195	23	-	4,218	2,167	2004	1977
Monticello, FL	-	140	4,471	-	140	4,471	1,061	2004	1986
Montville, NJ	-	3,500	31,002	-	3,500	31,002	278	2011	1997
Moorestown, NJ	-	2,060	51,628	109	2,062	51,735	1,328	2010	2000
Morehead City, NC	-	200	3,104	1,648	200	4,752	1,481	1999	1999
Morgantown, KY	-	380	3,705	7	380	3,712	998	2003	1965
Morgantown, WV	-	1,830	20,541	-	1,830	20,541	443	2011	2007
Morton Grove, IL	-	1,900	19,374	-	1,900	19,374	44	2010	2011
Moss Point, MS	-	120	7,280	-	120	7,280	1,609	2004	1933
Mount Airy, NC	-	270	6,430	128	270	6,558	1,025	2005	1998
Mountain City, TN	-	220	5,896	660	220	6,556	3,263	2001	1976
Mt. Vernon, WA	-	400	2,200	156	400	2,356	312	2006	2001
Myrtle Beach, SC	-	6,890	41,526	10,640	6,890	52,166	2,887	2007	2009
Nacogdoches, TX	-	390	5,754	-	390	5,754	702	2006	2007
Naperville, IL	9,144	3,470	29,547	-	3,470	29,547	558	2011	2001
Naples, FL	-	550	5,450	-	550	5,450	1,193	2004	1968
Nashville, TN	-	4,910	29,590	-	4,910	29,590	2,775	2008	2007
Naugatuck, CT	-	1,200	15,826	-	1,200	15,826	335	2011	1980
Needham, MA	-	1,610	13,715	366	1,610	14,081	4,141	2002	1994
Neenah, WI	-	630	15,120	-	630	15,120	633	2010	1991
New Braunfels, TX	-	1,200	19,800	-	1,200	19,800	401	2011	2009
New Haven, CT	-	160	4,778	1,789	160	6,567	2,100	2006	1958
New Haven, IN	-	176	3,524	-	176	3,524	917	2004	1981
Newark, DE	-	560	21,220	1,181	560	22,401	4,007	2004	1998
Newburyport, MA	-	960	8,290	-	960	8,290	2,227	2002	1999
Newport, VT	-	290	3,867	-	290	3,867	91	2011	1986
Norman, OK	-	55	1,484	-	55	1,484	720	1995	1995
Norristown, PA	-	1,200	19,488	-	1,200	19,488	404	2011	1995
North Andover, MA	-	950	21,817	-	950	21,817	450	2011	1977
North Andover, MA	-	1,070	17,341	-	1,070	17,341	370	2011	1990
North Augusta, SC	-	332	2,558	-	332	2,558	930	1999	1998
North Cape May, NJ	-	600	22,266	-	600	22,266	456	2011	1995
North Miami, FL	-	430	3,918	-	430	3,918	1,137	2004	1968
North Miami, FL	-	440	4,830	-	440	4,830	1,145	2004	1963
Oak Hill, WV	-	240	24,506	-	240	24,506	486	2011	2000
Oak Hill, WV	-	170	721	-	170	721	31	2011	2001
Ocala, FL	-	1,340	10,564	-	1,340	10,564	674	2008	2009
Ogden, UT	-	360	6,700	627	360	7,327	1,334	2004	1998
Oklahoma City, OK	-	510	10,694	-	510	10,694	1,794	1998	1979
Oklahoma City, OK	-	590	7,513	-	590	7,513	725	2007	2008

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Oklahoma City, OK	-	760	7,017	-	760	7,017	563	2007	2009
Omaha, NE	-	370	10,230	-	370	10,230	457	2010	1998
Omaha, NE	4,544	380	8,864	-	380	8,864	405	2010	1999
Oneonta, NY	-	80	5,020	-	80	5,020	552	2007	1996
Ormond Beach, FL	-	-	2,739	73	-	2,812	1,354	2002	1983
Orwigsburg, PA	-	650	20,632	-	650	20,632	429	2011	1992
Oshkosh, WI	-	900	3,800	3,687	900	7,487	1,072	2006	2005
Oshkosh, WI	-	400	23,237	-	400	23,237	1,818	2007	2008
Overland Park, KS	-	1,120	8,360	-	1,120	8,360	1,511	2005	1970
Overland Park, KS	-	3,730	27,076	340	3,730	27,416	1,542	2008	2009
Overland Park, KS	-	4,500	29,105	6,386	4,500	35,491	945	2010	1988
Owasso, OK	-	215	1,380	-	215	1,380	576	1996	1996
Owensboro, KY	-	240	6,760	-	240	6,760	1,331	1993	1966
Owensboro, KY	-	225	13,275	-	225	13,275	2,523	2005	1964
Owenton, KY	-	100	2,400	-	100	2,400	561	2005	1979
Oxford, MI	11,892	1,430	15,791	-	1,430	15,791	453	2010	2001
Palestine, TX	-	180	4,320	1,300	180	5,620	735	2006	2005
Palm Coast, FL	-	870	10,957	-	870	10,957	568	2008	2010
Panama City Beach, FL	-	900	7,717	-	900	7,717	118	2011	2005
Panama City, FL	-	300	9,200	-	300	9,200	2,004	2004	1992
Paris, TX	-	490	5,452	-	490	5,452	1,877	2005	2006
Parkersburg, WV	-	390	21,288	-	390	21,288	431	2011	2006
Parkville, MD	-	1,350	16,071	-	1,350	16,071	344	2011	1980
Parkville, MD	-	791	11,186	-	791	11,186	245	2011	2007
Parkville, MD	-	1,100	11,768	-	1,100	11,768	256	2011	1972
Pasadena, TX	10,073	720	24,080	-	720	24,080	3,027	2007	2005
Paso Robles, CA	-	1,770	8,630	675	1,770	9,305	2,394	2002	1998
Pawleys Island, SC	-	2,020	32,590	5,482	2,020	38,072	5,602	2005	1997
Pennington, NJ	-	1,380	27,620	-	1,380	27,620	120	2011	2000
Pennsauken, NJ	-	900	10,780	-	900	10,780	258	2011	1985
Petoskey, MI	6,456	860	14,452	-	860	14,452	337	2011	1997
Philadelphia, PA	-	2,700	25,709	-	2,700	25,709	540	2011	1976
Philadelphia, PA	-	2,930	10,433	-	2,930	10,433	257	2011	1999
Philadelphia, PA	-	540	11,239	-	540	11,239	228	2011	1965
Philadelphia, PA	-	1,810	16,898	-	1,810	16,898	381	2011	1972
Phillipsburg, NJ	-	800	21,175	-	800	21,175	448	2011	1992
Phillipsburg, NJ	-	300	8,114	-	300	8,114	171	2011	1905
Pigeon Forge, TN	-	320	4,180	117	320	4,297	1,373	2001	1986
Pikesville, MD	-	450	10,750	-	450	10,750	1,423	2007	1983
Pinehurst, NC	-	290	2,690	484	290	3,174	795	2003	1998
Piqua, OH	-	204	1,885	-	204	1,885	710	1997	1997
Pittsburgh, PA	-	1,750	8,572	115	1,750	8,687	1,654	2005	1998
Plainview, NY	-	3,990	11,969	-	3,990	11,969	120	2011	1999
Plano, TX	-	1,305	9,095	1,281	1,305	10,376	1,820	2005	1977
Plattsmouth, NE	-	250	5,650	-	250	5,650	265	2010	1999
Plymouth, MI	12,463	1,490	19,990	-	1,490	19,990	546	2010	1972
Port St. Joe, FL	-	370	2,055	-	370	2,055	764	2004	1982
Port St. Lucie, FL	-	8,700	47,230	2,969	8,700	50,199	2,223	2008	2010
Post Falls, ID	-	2,700	14,217	2,181	2,700	16,398	1,383	2007	2008
Pottsville, PA	-	950	26,964	-	950	26,964	566	2011	1990
Princeton, NJ	-	1,730	30,888	-	1,730	30,888	133	2011	2001
Prospect, CT	-	820	1,441	2,541	820	3,982	1,482	2004	1970
Pueblo, CO	-	370	6,051	-	370	6,051	2,591	1998	1989
Quakertown, PA	-	1,040	25,389	-	1,040	25,389	521	2011	1980
Quincy, FL	-	200	5,333	-	200	5,333	1,276	2004	1983
Quincy, MA	-	2,690	15,410	-	2,690	15,410	2,842	2004	1999
Quitman, MS	-	60	10,340	-	60	10,340	2,151	2004	1976
Raleigh, NC	-	10,000	-	-	10,000	-	-	2008	-
Reading, PA	-	980	19,906	-	980	19,906	415	2011	1994
Red Bank, NJ	-	1,050	21,275	-	1,050	21,275	187	2011	1997
Rehoboth Beach, DE	-	960	24,248	61	961	24,308	630	2010	1999
Reidsville, NC	-	170	3,830	857	170	4,687	1,207	2002	1998
Reno, NV	-	1,060	11,440	604	1,060	12,044	2,245	2004	1998
Richmond, VA	-	1,211	2,889	-	1,211	2,889	1,012	2003	1995
Richmond, VA	-	760	12,640	-	760	12,640	1,708	2007	1969
Ridgeland, MS	-	520	7,675	-	520	7,675	1,711	2003	1997
Ridgely, TN	-	300	5,700	97	300	5,797	1,703	2001	1990
Ridgewood, NJ	-	1,350	16,170	-	1,350	16,170	332	2011	1971
Rockledge, FL	-	360	4,117	-	360	4,117	1,533	2001	1970
Rockville Centre, NY	-	4,290	20,310	-	4,290	20,310	189	2011	2002
Rockville, CT	-	1,500	4,835	-	1,500	4,835	137	2011	1960
Rockwood, TN	-	500	7,116	741	500	7,857	2,301	2001	1979
Rocky Hill, CT	-	1,460	7,040	-	1,460	7,040	2,076	2002	1998
Rocky Hill, CT	-	1,090	6,710	1,500	1,090	8,210	1,623	2003	1996
Rogersville, TN	-	350	3,278	-	350	3,278	937	2003	1980

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Romeoville, IL	-	1,895	-	-	1,895	-	-	2006	-
Royal Palm Beach, FL	-	980	8,320	-	980	8,320	1,854	2004	1984
Rutland, VT	-	1,190	23,655	-	1,190	23,655	494	2011	2006
Saint Simons Island, GA	-	6,440	50,060	996	6,440	51,056	4,510	2008	2007
Salem, OR	-	449	5,172	-	449	5,172	1,856	1999	1998
Salisbury, NC	-	370	5,697	168	370	5,865	1,352	2003	1997
San Angelo, TX	-	260	8,800	-	260	8,800	1,689	2004	1997
San Antonio, TX	-	6,120	28,169	-	6,120	28,169	199	2010	2011
San Antonio, TX	10,882	560	7,315	-	560	7,315	2,038	2002	2000
San Antonio, TX	10,030	640	13,360	-	640	13,360	1,755	2007	2004
Sanatoga, PA	-	980	30,695	-	980	30,695	618	2011	1993
Sarasota, FL	-	475	3,175	-	475	3,175	1,400	1996	1995
Sarasota, FL	-	560	8,474	-	560	8,474	2,958	1999	2000
Sarasota, FL	-	600	3,400	-	600	3,400	830	2004	1982
Scituate, MA	-	1,740	10,640	-	1,740	10,640	1,780	2005	1976
Scott Depot, WV	-	350	6,876	-	350	6,876	151	2011	1995
Seaford, DE	-	720	14,029	-	720	14,029	308	2011	1985
Selbyville, DE	-	750	25,912	44	764	25,943	675	2010	2008
Seven Fields, PA	-	484	4,663	60	484	4,722	1,703	1999	1999
Severna Park, MD(1)	-	2,120	31,273	-	2,120	31,273	632	2011	1994
Seville, OH	-	230	1,770	-	230	1,770	457	2005	1981
Shawnee, OK	-	80	1,400	-	80	1,400	607	1996	1995
Sheboygan, WI	-	80	5,320	3,774	80	9,094	903	2006	2006
Shelby, MS	-	60	5,340	-	60	5,340	1,146	2004	1979
Shelbyville, KY	-	630	3,870	-	630	3,870	744	2005	1965
Shepherdstown, WV	-	250	13,806	-	250	13,806	279	2011	2007
Sherman, TX	-	700	5,221	-	700	5,221	707	2005	2006
Shillington, PA	-	1,020	19,569	-	1,020	19,569	410	2011	1987
Shrewsbury, NJ	-	2,120	38,116	162	2,120	38,278	985	2010	2000
Silvis, IL	-	880	16,420	-	880	16,420	588	2010	2005
Sissonville, WV	-	600	23,948	-	600	23,948	488	2011	2006
Sisterville, WV	-	200	5,400	-	200	5,400	123	2011	1986
Smithfield, NC	-	290	5,680	-	290	5,680	1,328	2003	1998
Somerset, MA	-	1,010	29,577	-	1,010	29,577	599	2011	1998
South Boston, MA	-	385	2,002	5,218	385	7,220	2,642	1995	1961
South Pittsburg, TN	-	430	5,628	-	430	5,628	1,370	2004	1979
Southbury, CT	-	1,860	23,613	-	1,860	23,613	462	2011	2001
Sparks, NV	-	3,700	46,526	-	3,700	46,526	3,058	2007	2009
Spartanburg, SC	-	3,350	15,750	10,037	3,350	25,787	3,148	2005	1997
Spencer, WV	-	190	8,810	-	190	8,810	185	2011	1988
Spring City, TN	-	420	6,085	2,628	420	8,713	2,415	2001	1987
Spring House, PA	-	900	10,780	-	900	10,780	240	2011	1980
St. Charles, MD	-	580	15,555	-	580	15,555	328	2011	1996
St. Louis, MO	-	750	6,030	-	750	6,030	1,610	1995	1994
St. Louis, MO	-	1,890	12,165	-	1,890	12,165	375	2010	1963
Starke, FL	-	120	10,180	-	120	10,180	2,199	2004	1990
Statesville, NC	-	150	1,447	266	150	1,713	428	2003	1990
Statesville, NC	-	310	6,183	8	310	6,191	1,397	2003	1996
Statesville, NC	-	140	3,627	-	140	3,627	846	2003	1999
Staunton, VA	-	310	11,090	-	310	11,090	1,514	2007	1959
Stillwater, OK	-	80	1,400	-	80	1,400	610	1995	1995
Stuart, FL	-	390	8,110	-	390	8,110	1,737	2004	1985
Summit, NJ	9,413	3,080	14,152	-	3,080	14,152	265	2011	2001
Swanton, OH	-	330	6,370	-	330	6,370	1,318	2004	1950
Tampa, FL	-	830	6,370	-	830	6,370	1,699	2004	1968
Texarkana, TX	-	192	1,403	-	192	1,403	585	1996	1996
Thomasville, GA	-	530	13,899	-	530	13,899	205	2011	2006
Tomball, TX	-	1,050	13,300	-	1,050	13,300	313	2011	2001
Toms River, NJ	-	1,610	34,627	285	1,641	34,881	901	2010	2005
Torrington, CT	-	360	1,261	1,292	360	2,553	851	2004	1966
Towson, MD(1)	-	1,180	13,280	-	1,180	13,280	286	2011	1973
Troy, OH	-	200	2,000	4,254	200	6,254	1,000	1997	1997
Troy, OH	-	470	16,730	-	470	16,730	3,332	2004	1971
Trumbull, CT	14,164	4,440	43,384	-	4,440	43,384	775	2011	2001
Tucson, AZ	-	930	13,399	-	930	13,399	2,308	2005	1985
Tulsa, OK	-	1,390	7,110	-	1,390	7,110	343	2010	1998
Twin Falls, ID	-	550	14,740	-	550	14,740	4,184	2002	1991
Tyler, TX	-	650	5,268	-	650	5,268	654	2006	2007
Uhrichsville, OH	-	24	6,716	-	24	6,716	1,116	2006	1977
Uniontown, PA	-	310	6,817	-	310	6,817	147	2011	1964
Valley Falls, RI	-	1,080	7,433	-	1,080	7,433	162	2011	1975
Valparaiso, IN	-	112	2,558	-	112	2,558	761	2001	1998
Valparaiso, IN	-	108	2,962	-	108	2,962	863	2001	1999
Venice, FL	-	500	6,000	-	500	6,000	1,290	2004	1987
Venice, FL	-	1,150	10,674	-	1,150	10,674	604	2008	2009

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Vero Beach, FL	-	263	3,187	-	263	3,187	919	2001	1999
Vero Beach, FL	-	297	3,263	-	297	3,263	950	2001	1996
Vero Beach, FL	-	2,930	40,070	13,615	2,930	53,685	4,866	2007	2003
Voorhees, NJ	-	1,800	37,299	-	1,800	37,299	776	2011	1986
Voorhees, NJ(1)	-	1,900	26,040	-	1,900	26,040	549	2011	1993
W. Hartford, CT	-	2,650	5,980	-	2,650	5,980	1,316	2004	1905
Waconia, MN	-	890	14,726	-	890	14,726	96	2011	2005
Wake Forest, NC	-	200	3,003	1,742	200	4,745	1,529	1998	1999
Wall, NJ	-	1,650	25,350	-	1,650	25,350	111	2011	2003
Wallingford, CT	-	490	1,210	-	490	1,210	44	2011	1962
Wareham, MA	-	875	10,313	1,701	875	12,014	3,283	2002	1989
Warren, NJ	-	2,000	30,810	-	2,000	30,810	268	2011	1999
Warren, OH	-	240	3,810	-	240	3,810	780	2005	1973
Warwick, RI	-	1,530	18,564	-	1,530	18,564	397	2011	1968
Watchung, NJ	-	1,920	24,880	-	1,920	24,880	108	2011	2000
Waterbury, CT	-	370	2,166	1,927	370	4,093	1,198	2006	1972
Waterford, CT	-	1,360	12,540	-	1,360	12,540	3,401	2002	2000
Waukesha, WI	-	1,100	14,910	-	1,100	14,910	804	2008	2009
Waxahachie, TX	-	650	5,763	-	650	5,763	569	2007	2008
Weatherford, TX	-	660	5,261	-	660	5,261	658	2006	2007
Webster, TX	9,585	360	5,940	-	360	5,940	1,648	2002	2000
West Bend, WI	-	620	17,790	-	620	17,790	-	2010	2011
West Chester, PA	-	1,350	29,237	-	1,350	29,237	606	2011	1997
West Haven, CT	-	580	1,620	1,680	580	3,300	1,121	2004	1971
West Orange, NJ	-	2,280	10,687	-	2,280	10,687	248	2011	1994
West Worthington, OH	-	510	5,090	-	510	5,090	882	2006	1980
Westerville, OH	-	740	8,287	2,736	740	11,023	5,877	1998	2001
Westfield, NJ(1)	-	2,270	16,589	-	2,270	16,589	382	2011	1994
Westford, MA	-	920	13,829	-	920	13,829	298	2011	1993
Westlake, OH	-	1,330	17,926	-	1,330	17,926	5,064	2001	1985
Westlake, OH	-	571	5,411	-	571	5,411	2,241	1998	1957
Westmoreland, TN	-	330	1,822	2,634	330	4,456	1,355	2001	1994
White Lake, MI	10,917	2,920	20,179	-	2,920	20,179	563	2010	2000
Whitemarsh, PA	-	2,310	6,190	1,923	2,310	8,113	1,501	2005	1967
Wichita, KS	-	1,400	11,000	-	1,400	11,000	1,734	2006	1997
Wilkes-Barre, PA	-	610	13,842	-	610	13,842	298	2011	2007
Wilkes-Barre, PA	-	570	2,301	-	570	2,301	78	2011	1992
Williamsburg, VA	-	1,360	7,440	-	1,360	7,440	1,019	2007	1970
Williamsport, PA	-	300	4,946	-	300	4,946	112	2011	1991
Williamsport, PA	-	620	8,487	-	620	8,487	198	2011	1988
Williamstown, KY	-	70	6,430	-	70	6,430	1,234	2005	1987
Willow Grove, PA	-	1,300	14,736	-	1,300	14,736	331	2011	2007
Wilmington, DE	-	800	9,494	-	800	9,494	211	2011	2007
Wilmington, NC	-	210	2,991	-	210	2,991	1,066	1999	1999
Winchester, VA	-	640	1,510	-	640	1,510	168	2008	1964
Windsor, CT	-	2,250	8,539	-	2,250	8,539	207	2011	1969
Windsor, CT	-	1,800	600	-	1,800	600	38	2011	1974
Winston-Salem, NC	-	360	2,514	459	360	2,973	718	2003	1996
Winston-Salem, NC	-	5,700	13,550	11,716	5,700	25,266	3,418	2005	1997
Woodbridge, VA	-	680	4,423	330	680	4,753	1,302	2002	1977
Worcester, MA	-	3,500	54,099	-	3,500	54,099	2,897	2007	2009
Worcester, MA	-	2,300	9,060	-	2,300	9,060	831	2008	1993
Wyncote, PA	-	2,700	22,244	-	2,700	22,244	474	2011	1992
Wyncote, PA	-	1,610	21,256	-	1,610	21,256	433	2011	1992
Wyncote, PA	-	900	7,811	-	900	7,811	166	2011	1999
Zionsville, IN	-	1,610	22,400	1,358	1,610	23,758	749	2010	2009
Seniors housing triple-net total	258,600	575,231	6,992,506	293,078	576,701	7,284,115	642,910

				Initial Cost to Company						Gross Amount at Which Carried at Close of Period
Description		Encumbrances		Land		Buildings & Improvements		Cost Capitalized Subsequent to Acquisition		Land		Buildings & Improvements		Accumulated Depreciation	Year Acquired	Year Built
Seniors housing operating facilities:
Albuquerque, NM	$	5,772	$	1,270	$	20,837	$	80	$	1,270	$	20,917	$	1,386	2010	1984
Agawam, MA		6,688		880		10,044		-		880		10,044		724	2011	1996
Alhambra, CA		3,047		600		6,305		-		600		6,305		382	2011	2010
Albertville, AL		2,088		170		6,203		116		170		6,319		490	2010	1999
Apple Valley, CA		11,126		480		16,639		66		480		16,705		1,651	2010	1999
Atlanta, GA		7,889		2,058		14,914		606		2,059		15,518		8,666	1997	1999
Austin, TX		19,550		880		9,520		512		880		10,032		3,529	1999	1998
Avon, CT		21,463		1,550		30,571		-		1,550		30,571		1,903	2011	1998
Azusa, CA		-		570		3,141		6,000		570		9,141		1,295	1998	1988
Bellingham, WA		8,979		1,500		19,861		59		1,500		19,920		1,836	2010	1996
Belmont, CA		-		3,000		23,526		-		3,000		23,526		398	2011	1999
Brighton, MA		-		2,100		14,616		-		2,100		14,616		920	2011	1995
Brookfield, CT		20,005		2,250		30,180		-		2,250		30,180		1,946	2011	1999
Cardiff by the Sea, CA		-		5,880		64,711		-		5,880		64,711		708	2011	2009
North Chelmsford, MA		11,972		880		18,478		-		880		18,478		1,118	2011	1998
Concord, NH		13,591		720		21,164		-		720		21,164		1,169	2011	2010
Costa Mesa, CA		-		2,050		19,969		-		2,050		19,969		1,749	2011	2009
Citrus Heights, CA		15,373		2,300		31,876		153		2,300		32,029		2,960	2010	1997
Centerville, MA		17,763		1,300		27,357		-		1,300		27,357		1,588	2011	2010
Dallas, TX		-		1,080		9,655		-		1,080		9,655		614	2011	2009
Danvers, MA		9,621		1,120		14,557		-		1,120		14,557		1,004	2011	2000
Davenport, IA		-		1,403		35,893		1,805		1,403		37,699		2,149	2006	2009
Dublin, OH		19,181		1,680		43,423		196		1,680		43,619		2,225	2010	1990
Encinitas, CA		-		1,460		7,721		163		1,460		7,884		2,595	2000	2000
Escondido, CA		13,471		1,520		24,024		-		1,520		24,024		1,633	2011	2008
East Haven, CT		23,577		2,660		35,533		-		2,660		35,533		2,266	2011	2000
Florence, AL		7,342		353		13,049		125		350		13,177		1,168	2010	1999
Fremont, CA		20,028		3,400		25,300		1,527		3,400		26,827		4,183	2005	1987
Gig Harbor, WA		5,967		1,560		15,947		52		1,560		15,999		1,434	2010	1994
Gilroy, CA		-		760		13,880		23,860		760		37,740		4,044	2006	2007
Gardnerville, NV		12,943		1,143		10,831		653		1,144		11,482		6,832	1998	1999
Hemet, CA		13,550		1,890		28,606		146		1,890		28,752		2,820	2010	1988
Hemet, CA		-		430		9,630		384		430		10,014		598	2010	1988
Hamden, CT		15,710		1,460		24,093		-		1,460		24,093		1,602	2011	1999
Henderson, NV		15,709		880		29,809		-		880		29,809		148	2011	2009
Houston, TX		8,326		960		27,598		-		960		27,598		1,797	2011	2009
Irving, TX		-		1,030		6,823		595		1,030		7,418		652	2007	2008
Kingwood, TX		3,329		480		9,777		-		480		9,777		658	2011	1998
Kennewick, WA		9,010		1,820		27,991		91		1,820		28,082		2,646	2010	1994
Kansas City, MO		5,911		1,820		34,898		331		1,820		35,229		2,236	2010	1980
Kansas City, MO		7,250		1,930		39,997		78		1,930		40,075		2,688	2010	1986
Kirkland, WA		34,000		3,450		38,709		-		3,450		38,709		201	2011	2009
Lancaster, CA		10,378		700		15,295		83		700		15,378		1,621	2010	1999
Los Angeles, CA		-		-		11,430		357		-		11,787		579	2008	2008
Los Angeles, CA		-		-		114,438		-		-		114,438		1,172	2011	2009
Mansfield, MA		37,918		3,320		57,011		-		3,320		57,011		2,763	2011	1998
Mansfield, MA		-		-		-		-		-		-		-	2011	1998
Manteca, CA		6,358		1,300		12,125		1,361		1,300		13,486		2,138	2005	1985
Meriden, CT		9,903		1,500		14,874		-		1,500		14,874		1,272	2011	2001
Mesa, AZ		6,279		950		9,087		486		950		9,573		2,914	1999	2000
Milford, CT		12,656		3,210		17,364		-		3,210		17,364		1,171	2011	1999
Middletown, CT		15,756		1,430		24,242		-		1,430		24,242		1,659	2011	1999
Middletown, RI		16,729		2,480		24,628		-		2,480		24,628		1,612	2011	2008
Mill Creek, WA		30,259		10,150		60,274		282		10,150		60,556		5,360	2010	1998
Monroe, WA		14,167		2,560		34,460		185		2,560		34,645		3,107	2010	1994
Marysville, WA		4,711		620		4,780		276		620		5,056		1,082	2003	1998
Mystic, CT		12,072		1,400		18,274		-		1,400		18,274		1,274	2011	2001
North Andover, MA		22,890		1,960		34,976		-		1,960		34,976		2,055	2011	1995
Newton, MA		28,400		2,250		43,614		-		2,250		43,614		2,536	2011	1996
Newton, MA		10,758		2,500		30,681		-		2,500		30,681		1,829	2011	1996
Newton, MA		17,564		3,360		25,099		-		3,360		25,099		1,683	2011	1994
Niantic, CT		16,855		1,320		25,986		-		1,320		25,986		1,623	2011	2001
Naples, FL		-		1,716		17,306		1,588		1,716		18,894		13,706	1997	1999
Olympia, WA		7,197		550		16,689		164		550		16,853		1,533	2010	1995
Oceanside, CA		13,369		2,160		18,352		-		2,160		18,352		138	2011	2005
Plano, TX		4,335		840		8,538		-		840		8,538		733	2011	1996
Providence, RI		18,433		2,600		27,546		-		2,600		27,546		1,977	2011	1998
Puyallup, WA		11,706		1,150		20,776		169		1,150		20,945		2,085	2010	1985
Quincy, MA		8,551		1,350		12,584		-		1,350		12,584		907	2011	1998
Redondo Beach, CA		6,154		-		9,556		-		-		9,556		765	2011	2009
Rocky Hill, CT		10,531		810		16,351		-		810		16,351		1,104	2011	2000
Romeoville, IL		-		854		12,646		58,314		6,100		65,714		3,300	2006	2010
Renton, WA		22,855		3,080		51,824		-		3,080		51,824		260	2011	2007
Rohnert Park, CA		14,086		6,500		18,700		1,367		6,500		20,067		3,152	2005	1985
Roswell, GA		8,100		1,107		9,627		420		1,107		10,047		6,105	1997	1999
				Initial Cost to Company						Gross Amount at Which Carried at Close of Period
Description		Encumbrances		Land		Buildings & Improvements		Cost Capitalized Subsequent to Acquisition		Land		Buildings & Improvements		Accumulated Depreciation	Year Acquired	Year Built
Sacramento, CA		10,596		940		14,781		38		940		14,819		1,473	2010	1978
Salem, NH		20,915		980		32,721		-		980		32,721		1,827	2011	2000
San Ramon, CA		9,598		2,430		17,488		16		2,430		17,504		1,624	2010	1989
Scottsdale, AZ		-		2,500		3,890		796		2,500		4,686		424	2008	1999
San Diego, CA		15,879		4,200		30,707		-		4,200		30,707		68	2011	2011
Seattle, WA		7,838		5,190		9,350		99		5,190		9,449		1,573	2010	1962
Seattle, WA		7,795		3,420		15,555		27		3,420		15,582		1,777	2010	2000
Seattle, WA		9,398		2,630		10,257		25		2,630		10,282		1,255	2010	2003
Seattle, WA		29,205		10,670		37,291		78		10,670		37,369		3,683	2010	2005
Seattle, WA		48,540		6,790		85,369		-		6,790		85,369		407	2011	2009
Shelburne, VT		19,706		720		31,041		-		720		31,041		1,737	2011	1988
San Juan Capistrano, CA		-		1,390		6,942		75		1,390		7,017		2,051	2000	2001
Salt Lake City, UT		-		1,360		19,691		-		1,360		19,691		2,100	2011	2008
San Jose, CA		23,422		2,850		35,098		-		2,850		35,098		203	2011	2009
Sonoma, CA		15,238		1,100		18,400		1,146		1,100		19,546		3,056	2005	1988
Stanwood, WA		10,196		2,260		28,474		74		2,260		28,548		2,755	2010	1998
Santa Maria, CA		30,564		6,050		50,658		-		6,050		50,658		287	2011	2001
Stockton, CA		3,050		2,280		5,983		107		2,280		6,090		765	2010	1988
Sugar Land, TX		5,904		960		31,423		-		960		31,423		2,268	2011	1996
South Windsor, CT		19,888		3,000		29,295		-		3,000		29,295		1,989	2011	1999
Tacoma, WA		19,390		2,400		35,053		-		2,400		35,053		176	2011	2008
Toledo, OH		16,609		2,040		47,129		92		2,040		47,221		3,721	2010	1985
Trumbull, CT		25,078		2,850		37,685		-		2,850		37,685		2,321	2011	1998
Tustin, CA		7,090		840		15,299		-		840		15,299		900	2011	2007
Tulsa, OK		6,467		1,330		21,285		174		1,330		21,459		1,509	2010	1986
Tulsa, OK		8,452		1,500		20,861		54		1,500		20,915		1,514	2010	1984
Vacaville, CA		14,485		900		17,100		1,185		900		18,285		2,892	2005	1986
Vancouver, WA		12,173		1,820		19,042		73		1,820		19,115		1,944	2010	2006
Vallejo, CA		14,501		4,000		18,000		1,536		4,000		19,536		3,045	2005	1989
Vallejo, CA		7,628		2,330		15,407		24		2,330		15,431		1,776	2010	1990
Warwick, RI		16,567		2,400		24,635		-		2,400		24,635		1,790	2011	1998
Waterbury, CT		25,825		2,460		39,547		-		2,460		39,547		2,568	2011	2001
The Woodlands, TX		2,678		480		12,379		-		480		12,379		834	2011	2010
Whittier, CA		11,931		4,470		22,151		97		4,470		22,248		2,392	2010	1988
Wilbraham, MA		11,221		660		17,639		-		660		17,639		1,198	2011	2000
Woodbridge, CT		9,399		1,370		14,219		-		1,370		14,219		1,225	2011	1998
Worcester, MA		14,005		1,140		21,664		-		1,140		21,664		1,449	2011	1999
Yarmouth, ME		17,415		450		27,711		-		450		27,711		1,625	2011	2010
Seniors housing operating total		1,317,849		223,614		2,678,007		108,366		228,859		2,781,126		218,031

				Initial Cost to Company						Gross Amount at Which Carried at Close of Period
Description		Encumbrances		Land		Buildings & Improvements		Cost Capitalized Subsequent to Acquisition		Land		Buildings & Improvements		Accumulated Depreciation	Year Acquired	Year Built
Medical facilities:
Akron, OH	$	-	$	300	$	20,200	$	-	$	300	$	20,200	$	1,057	2009	2008
Alpharetta, GA		-		233		18,205		-		233		18,205		42	2011	1993
Alpharetta, GA		-		498		32,729		-		498		32,729		60	2011	1999
Alpharetta, GA		-		417		14,406		-		417		14,406		-	2011	2003
Alpharetta, GA		-		1,700		163		-		1,700		163		-	2011
Alpharetta, GA		-		628		16,063		-		628		16,063		-	2011	2007
Amarillo, TX		-		72		11,928		1,400		72		13,328		2,139	2005	1986
Arcadia, CA		9,941		5,408		23,219		1,354		5,618		24,362		4,399	2006	1984
Atlanta, GA		-		4,931		18,720		2,123		5,293		20,480		4,509	2006	1992
Bartlett, TN		8,349		187		15,015		748		187		15,763		2,801	2007	2004
Bellaire, TX		-		4,551		46,105		-		4,551		46,105		6,577	2006	2005
Bellaire, TX		-		2,972		33,445		1,601		2,972		35,046		5,677	2006	2005
Bellevue, NE		-		-		15,833		519		-		16,352		907	2010	2010
Bellevue, NE		-		4,500		109,719		-		4,500		109,719		4,363	2008	2010
Bellingham, MA		-		9,270		-		-		9,270		-		-	2010	-
Birmingham, AL		-		52		9,950		-		52		9,950		1,898	2006	1971
Birmingham, AL		-		124		12,238		-		124		12,238		2,206	2006	1985
Birmingham, AL		-		476		18,994		-		476		18,994		3,100	2006	1989
Boardman, OH		-		80		11,787		-		80		11,787		601	2010	2007
Boardman, OH		-		1,200		12,800		-		1,200		12,800		1,292	2008	2008
Boca Raton, FL		13,520		109		34,002		1,548		124		35,535		6,255	2006	1995
Boerne, TX		-		50		13,463		-		50		13,463		28	2011	2007
Bowling Green, KY		-		3,800		26,700		143		3,800		26,843		2,395	2008	1992
Boynton Beach, FL		4,507		2,048		7,692		204		2,048		7,896		1,855	2006	1995
Boynton Beach, FL		4,043		2,048		7,403		732		2,048		8,134		1,506	2006	1997
Boynton Beach, FL		10,187		109		11,235		1,009		117		12,236		2,053	2007	1996
Bridgeton, MO		-		-		30,221		-		-		30,221		-	2011	2011
Bridgeton, MO		11,649		450		21,221		2		450		21,223		1,209	2010	2006
Burleson, TX		-		10		11,619		-		10		11,619		319	2011	2007
Carmel, IN		-		2,280		18,820		-		2,280		18,820		560	2011	2005
Carmel, IN		-		2,152		18,591		-		2,152		18,591		323	2011	2007
Cedar Grove, WI		-		113		618		-		113		618		41	2010	1986
Claremore, OK		8,238		132		12,829		270		132		13,099		2,346	2007	2005
Clarkson Valley, MO		-		-		-		35,592		-		35,592		2,287	2009	2010
Coral Springs, FL		-		1,598		10,627		797		1,636		11,385		2,515	2006	1993
Corpus Christi, TX		-		77		3,923		-		77		3,923		772	2005	1968
Dade City, FL		-		1,211		5,511		-		1,211		5,511		83	2011	1998
Dallas, TX		15,212		137		28,690		592		137		29,282		5,268	2006	1995
Dayton, OH		-		730		6,515		-		730		6,515		171	2011	1988
Deerfield Beach, FL		3,873		2,408		7,482		-		2,408		7,482		146	2011	2001
Delray Beach, FL		-		1,882		34,767		4,288		1,941		38,996		7,722	2006	1985
Denton, TX		12,152		-		19,407		610		-		20,017		2,874	2007	2005
Durham, NC		-		5,350		9,320		-		5,350		9,320		2,867	2006	1980
Edina, MN		5,667		310		15,132		-		310		15,132		661	2010	2003
El Paso, TX		10,193		677		17,075		1,098		677		18,173		3,545	2006	1997
El Paso, TX		-		600		6,700		-		600		6,700		656	2008	2003
El Paso, TX		-		112		15,888		162		112		16,050		2,671	2005	1994
El Paso, TX		-		2,400		32,800		424		2,400		33,224		4,070	2008	2003
Everett, WA		-		4,842		26,010		-		4,842		26,010		834	2010	2011
Fayetteville, GA		3,262		959		7,540		592		986		8,104		1,577	2006	1999
Fort Wayne, IN		-		170		8,232		-		170		8,232		963	2006	2006
Fort Worth, TX		-		450		13,615		-		450		13,615		277	2010	2011
Franklin, TN		-		2,338		12,138		709		2,338		12,847		2,308	2007	1988
Franklin, WI		8,021		6,872		7,550		-		6,872		7,550		531	2010	1984
Fresno, CA		-		2,500		35,800		118		2,500		35,918		3,211	2008	1991
Frisco, TX		9,057		-		18,635		60		-		18,695		3,134	2007	2004
Frisco, TX		-		-		15,309		1,380		-		16,689		2,919	2007	2004
Gallatin, TN		-		20		19,432		-		20		19,432		1,416	2010	1997
Germantown, TN		-		3,049		12,456		562		3,049		13,017		2,264	2006	2002
Glendale, CA		8,126		37		18,398		4		37		18,402		3,092	2007	2002
Greeley, CO		-		877		6,707		-		877		6,707		1,366	2007	1997
Green Bay, WI		9,590		-		14,891		-		-		14,891		925	2010	2002
Green Bay, WI		-		-		20,098		-		-		20,098		1,225	2010	2002
Green Bay, WI		-		-		11,696		-		-		11,696		990	2011	2002
Greeneville, TN		-		970		10,032		-		970		10,032		478	2010	2005
Houston, TX		-		10,395		-		-		10,395		-		-	2011
Jupiter, FL		7,106		2,252		11,415		73		2,252		11,488		2,443	2006	2001
Jupiter, FL		4,422		-		5,858		2,868		2,825		5,901		1,218	2007	2004
Kenosha, WI		9,886		-		18,058		-		-		18,058		1,098	2010	1993
Killeen, TX		-		760		22,667		-		760		22,667		1,000	2010	2010
Lafayette, LA		-		1,928		10,483		25		1,928		10,509		2,034	2006	1993
Lake St Louis, MO		-		240		11,937		1,947		240		13,884		664	2010	2008
Lakeway, TX		-		5,484		24,886		-		5,484		24,886		53	2007	2011
Lakeway, TX		-		2,801		-		-		2,801		-		-	2007	-
Lakewood, CA		-		146		14,885		859		146		15,744		2,616	2006	1993
Las Vegas, NV		5,923		74		15,287		321		74		15,608		3,212	2006	2000
				Initial Cost to Company						Gross Amount at Which Carried at Close of Period
Description		Encumbrances		Land		Buildings & Improvements		Cost Capitalized Subsequent to Acquisition		Land		Buildings & Improvements		Accumulated Depreciation	Year Acquired	Year Built
Las Vegas, NV		-		952		9,618		-		952		9,618		1,504	2006	1991
Las Vegas, NV		-		1,006		10,255		-		1,006		10,255		1,644	2006	1991
Las Vegas, NV		-		3,182		17,200		-		3,182		17,200		2,947	2006	1995
Las Vegas, NV		-		1,595		17,902		-		1,595		17,902		2,854	2006	1982
Las Vegas, NV		-		2,319		4,612		607		2,319		5,218		972	2006	1991
Las Vegas, NV		3,025		-		6,921		499		433		6,987		1,282	2007	1997
Las Vegas, NV		-		6,127		-		-		6,127		-		-	2007	-
Las Vegas, NV		-		580		23,420		-		580		23,420		209	2011	2002
Lawrenceville, GA		-		2,279		10,732		121		2,305		10,827		2,132	2006	2001
Lawrenceville, GA		-		1,054		4,974		92		1,077		5,044		1,030	2006	2002
Lenexa, KS		12,177		540		16,013		1,730		540		17,743		860	2010	2008
Lincoln, NE		10,962		1,420		29,692		-		1,420		29,692		1,835	2010	2003
Los Alamitos, CA		16,067		-		18,635		383		39		18,979		3,158	2007	2003
Los Gatos, CA		-		488		22,386		1,055		488		23,440		4,561	2006	1993
Loxahatchee, FL		-		1,637		5,048		786		1,652		5,819		1,007	2006	1997
Loxahatchee, FL		-		1,340		6,509		33		1,345		6,537		1,257	2006	1993
Loxahatchee, FL		2,651		1,553		4,694		554		1,567		5,234		913	2006	1994
Malabar, FL		-		5,000		12,000		-		5,000		12,000		300	2010	2008
Marinette, WI		7,949		-		13,538		-		-		13,538		991	2010	2002
Marlton, NJ		-		-		38,300		207		-		38,507		3,435	2008	1994
Mechanicsburg, PA		-		1,350		16,650		-		1,350		16,650		152	2011	1976
Melbourne, FL		-		7,000		69,000		-		7,000		69,000		1,725	2010	2009
Melbourne, FL		-		1,400		24,400		-		1,400		24,400		610	2010	2003
Melbourne, FL		-		600		9,400		-		600		9,400		235	2010	1986
Melbourne, FL		-		367		458		-		367		458		10	2011	1979
Merced, CA		-		-		13,772		927		-		14,699		942	2009	2010
Meridian, ID		-		3,600		20,802		251		3,600		21,053		2,676	2006	2008
Merriam, KS		-		176		7,189		-		176		7,189		629	2011	1972
Merriam, KS		-		81		3,122		-		81		3,122		105	2011	1980
Merriam, KS		-		336		13,605		-		336		13,605		770	2011	1977
Merriam, KS		15,637		182		7,393		-		182		7,393		488	2011	1985
Merrillville, IN		-		-		22,134		-		-		22,134		2,327	2008	2006
Merrillville, IN		-		700		11,699		154		700		11,853		1,159	2007	2008
Mesa, AZ		-		1,558		9,561		268		1,558		9,829		1,985	2008	1989
Middletown, NY		-		1,756		20,364		568		1,756		20,932		5,148	2006	1998
Midwest City, OK		-		146		3,854		-		146		3,854		739	2005	1996
Milwaukee, WI		4,874		540		8,457		-		540		8,457		556	2010	1930
Milwaukee, WI		6,904		1,425		11,520		-		1,425		11,520		988	2010	1962
Milwaukee, WI		1,659		922		2,185		-		922		2,185		234	2010	1958
Milwaukee, WI		24,416		-		44,535		-		-		44,535		2,650	2010	1983
Morrow, GA		-		818		8,064		184		834		8,232		1,617	2007	1990
Mount Juliet, TN		4,849		1,566		11,697		554		1,566		12,251		2,180	2007	2005
Murrieta, CA		-		-		46,520		-		-		46,520		1,682	2010	2011
Murrieta, CA		-		8,800		202,412		-		8,800		202,412		3,333	2008	2010
Muskego, WI		1,727		964		2,159		-		964		2,159		131	2010	1993
Nashville , TN		-		1,806		7,165		988		1,806		8,153		1,890	2006	1986
Nashville, TN		-		4,300		-		7,148		11,448		-		-	2010	-
New Berlin, WI		6,630		3,739		8,290		-		3,739		8,290		547	2010	1993
Niagara Falls, NY		-		1,145		10,574		-		1,145		10,574		2,324	2007	1990
Niagara Falls, NY		-		388		7,870		-		388		7,870		1,243	2007	2004
Orange Village, OH		-		610		7,419		55		610		7,473		1,693	2007	1985
Oro Valley, AZ		15,586		89		18,339		546		89		18,885		3,070	2007	2004
Oshkosh, WI		-		-		18,339		-		-		18,339		1,107	2010	2000
Oshkosh, WI		9,834		-		15,881		-		-		15,881		949	2010	2000
Palm Springs , CA		-		365		12,396		1,021		365		13,417		2,486	2006	1998
Palm Springs, FL		2,717		739		4,066		53		739		4,119		864	2006	1993
Palm Springs, FL		-		1,182		7,765		81		1,182		7,846		1,699	2006	1997
Palmer, AK		19,478		-		29,705		628		217		30,116		4,739	2007	2006
Pearland, TX		-		781		5,517		54		781		5,570		1,136	2006	2000
Pearland, TX		29,700		948		4,556		105		948		4,661		893	2006	2002
Pewaukee, WI		-		4,700		20,669		-		4,700		20,669		3,066	2007	2007
Phoenix, AZ		-		1,149		48,018		9,537		1,149		57,556		9,101	2006	1998
Pineville, NC		-		961		6,974		1,604		1,069		8,470		1,467	2006	1988
Plano, TX		-		5,423		20,752		18		5,423		20,770		4,487	2008	2007
Plano, TX		-		195		14,805		500		195		15,305		2,528	2005	1995
Plantation, FL		9,615		8,563		10,666		2,037		8,575		12,691		3,186	2006	1997
Plantation, FL		8,945		8,848		9,262		172		8,896		9,385		4,411	2006	1996
Plymouth, WI		1,722		1,250		1,870		-		1,250		1,870		138	2010	1991
Portland, ME		15,963		-		25,500		-		-		25,500		107	2011	2008
Raleigh, NC		-		1,486		11,200		-		1,486		11,200		292	2011	2007
Redmond, WA		-		5,015		26,697		-		5,015		26,697		1,025	2010	2011

		Initial Cost to Company			Gross Amount at Which Carried at Close of Period
Description	Encumbrances	Land	Buildings & Improvements	Cost Capitalized Subsequent to Acquisition	Land	Buildings & Improvements	Accumulated Depreciation	Year Acquired	Year Built
Rolla, MO	-	1,931	48,224	-	1,931	48,224	95	2011	2009
Roswell, NM	1,921	-	5,900	-	-	5,900	-	2011	2004
Roswell, NM	5,358	-	16,500	-	-	16,500	-	2011	2006
Roswell, NM	-	-	17,880	-	-	17,880	-	2011	2009
Ruston, LA	-	710	9,790	-	710	9,790	97	2011	1988
Sacramento, CA	-	866	12,756	785	866	13,540	2,255	2006	1990
San Antonio, TX	-	2,050	16,251	1,473	2,050	17,724	4,636	2006	1999
San Antonio, TX	-	-	17,303	-	-	17,303	3,061	2007	2007
San Bernardino, CA	-	3,700	14,300	462	3,700	14,762	1,243	2008	1993
San Diego, CA	-	-	22,003	1,464	-	23,467	1,897	2008	1992
Sarasota, FL	-	3,360	19,140	-	3,360	19,140	168	2011	2006
Seattle, WA	-	4,410	35,787	-	4,410	35,787	1,439	2010	2010
Sewell, NJ	-	-	53,360	4,149	-	57,509	5,653	2007	2009
Shakopee, MN	7,090	420	11,360	8	420	11,368	556	2010	1996
Shakopee, MN	12,065	640	18,089	-	640	18,089	626	2010	2007
Sheboygan, WI	1,768	1,012	2,216	-	1,012	2,216	166	2010	1958
Somerville, NJ	-	3,400	22,244	2	3,400	22,246	1,901	2008	2007
St. Louis, MO	7,433	-	17,247	1,101	336	18,012	3,254	2007	2001
St. Paul, MN	26,460	2,681	39,507	-	2,681	39,507	959	2011	2007
Stafford, VA	-	-	11,260	304	-	11,564	910	2008	2009
Suffern, NY	-	622	35,220	-	622	35,220	74	2011	2007
Suffolk, VA	-	1,530	10,979	154	1,530	11,133	914	2010	2007
Summit, WI	-	2,899	87,666	-	2,899	87,666	8,277	2008	2009
Tallahassee, FL	-	-	14,719	-	-	14,719	566	2010	2011
Tampa, FL	-	4,319	12,234	-	4,319	12,234	158	2011	2003
Tomball, TX	-	1,404	5,071	638	1,404	5,709	1,443	2006	1982
Trussville, AL	-	1,336	2,177	139	1,351	2,301	980	2006	1990
Tucson, AZ	-	1,302	4,925	541	1,302	5,466	1,080	2008	1995
Tulsa, OK	-	3,003	6,025	20	3,003	6,045	1,631	2006	1992
Van Nuys, CA	-	-	36,187	-	-	36,187	2,187	2009	1991
Viera, FL	-	1,600	10,600	-	1,600	10,600	265	2010	1998
Virginia Beach, VA	-	827	18,289	-	827	18,289	673	2011	2007
Voorhees, NJ	-	6,404	24,251	1,248	6,404	25,499	4,038	2006	1997
Webster, TX	-	360	5,940	8,178	2,418	12,060	2,549	2006	1991
Wellington , FL	6,197	-	13,697	497	388	13,806	2,178	2007	2003
Wellington, FL	6,909	107	16,933	226	107	17,158	2,710	2006	2000
West Allis, WI	2,379	1,106	3,309	-	1,106	3,309	295	2010	1961
West Palm Beach, FL	6,819	628	14,740	121	628	14,861	2,774	2006	1993
West Palm Beach, FL	6,293	610	14,618	115	610	14,733	3,365	2006	1991
West Seneca, NY	12,357	917	22,435	1,296	1,447	23,201	4,013	2007	1990
Yorkville, IL	-	1,419	2,816	73	1,419	2,889	782	2006	1980
Zephyrhills, FL	-	3,875	23,907	-	3,875	23,907	299	2011	1993
Medical facilities total	519,055	296,220	3,330,098	121,590	311,196	3,436,705	333,535

				Initial Cost to Company						Gross Amount at Which Carried at Close of Period
Description		Encumbrances		Land		Buildings & Improvements		Cost Capitalized Subsequent to Acquisition		Land		Buildings & Improvements		Accumulated Depreciation	Year Acquired	Year Built
Assets held for sale:
Austell, GA	$	-	$	2,223	$	5,582	$	-	$	2,223	$	5,582	$	-	2006	1999
Boynton Beach, FL		10,187		214		5,611		-		214		5,611		-	2007	2004
Chicago, IL		-		-		1,250		-		-		1,250		-	2002	1979
Okatie, SC		-		171		8,736		-		171		8,736		-	2007	1998
Norwalk, CT		-		410		2,640		-		410		2,640		-	2004	1998
Tempe, AZ		-		-		9,277		-		-		9,277		-	2007	1971
Assets held for sale total		10,187		3,018		33,097		-		3,018		33,097		-
(1) Represents real property asset associated with a capital lease.

				Initial Cost to Company						Gross Amount at Which Carried at Close of Period
Segment		Encumbrances		Land		Buildings & Improvements		Cost Capitalized Subsequent to Acquisition		Land		Buildings & Improvements		Accumulated Depreciation
Seniors housing triple-net	$	258,600	$	575,231	$	6,992,506	$	293,078	$	576,701	$	7,284,115	$	642,910
Seniors housing operating		1,317,849		223,614		2,678,007		108,366		228,859		2,781,126		218,031
Medical facilities		519,055		296,220		3,330,098		121,590		311,196		3,436,705		333,535
Construction in progress		-		-		189,502		-		-		189,502		-
Total continuing operating properties		2,095,504		1,095,065		13,190,113		523,034		1,116,756		13,691,448		1,194,476
Assets held for sale		10,187		3,018		33,097		-		3,018		33,097		-
Total investments in real property owned		2,105,691		1,098,083		13,223,210		523,034		1,119,774		13,724,545		1,194,476

					Year Ended December 31,
					2011		2010		2009
Reconciliation of real property:					(in thousands)
	Investment in real estate:
		Balance at beginning of year		$	8,992,495	$	6,336,291	$	5,979,575
		Additions:
			Acquisitions		4,525,737		1,707,421		67,673
			Improvements		426,000		398,510		590,394
			Conversions from loans receivable		-		10,070		-
			Assumed other items, net		210,411		208,314		-
			Assumed debt		961,928		559,508		-
			Purchase price adjustments		-		-		665
		Total additions			6,124,076		2,883,823		658,732
		Deductions:
			Cost of real estate sold		(250,047)		(216,300)		(260,956)
			Reclassification of accumulated depreciation and amortization for assets held for sale		(10,011)		(10,372)		(15,837)
			Impairment of assets		(12,194)		(947)		(25,223)
		Total deductions			(272,252)		(227,619)		(302,016)
		Balance at end of year(2)		$	14,844,319	$	8,992,495	$	6,336,291
	Accumulated depreciation:
		Balance at beginning of year		$	836,966	$	677,851	$	600,781
		Additions:
			Depreciation and amortization expenses		423,605		202,543		164,923
			Amortization of above market leases		6,409		2,524		2,061
		Total additions			430,014		205,067		166,984
		Deductions:
			Sale of properties		(63,995)		(31,919)		(74,244)
			Reclassification of accumulated depreciation and amortization for assets held for sale		(8,509)		(14,033)		(15,670)
		Total deductions			(72,504)		(45,952)		(89,914)
		Balance at end of year		$	1,194,476	$	836,966	$	677,851
(2) The aggregate cost for tax purposes for real property equals $13,604,448,000, $8,802,656,000 and $6,378,056,000 at December 31, 2011, 2010 and 2009, respectively.

Health Care REIT, Inc.
Schedule IV - Mortgage Loans on Real Estate
December 31, 2011
					(in thousands)
Description	Interest Rate	Final Maturity Date	Monthly Payment Terms		Prior Liens		Face Amount of Mortgages		Carrying Amount of Mortgages		Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgage relating to one hospital in California	8.42%	12/01/17	$122,722	$	-	$	17,500	$	17,500	$	-
First mortgage relating to one hospital in California	9.89%	06/01/20	$153,140		-		17,500		13,906		-
First mortgage relating to one seniors housing facility in North Carolina	7.86%	04/30/15	$51,384		-		7,000		6,637		-
First mortgage relating to one medical office building in Georgia	6.50%	10/01/14	$38,556		-		6,100		6,083		-
First mortgage relating to one hospital in California	9.63%	01/14/14	$156,038		-		8,045		1,834		-
First mortgage relating to one seniors housing facility in Arizona	3.55%	01/01/13	$12,511		-		4,500		4,151		4,151
First mortgage relating to one senior housing facility in Texas	10.00%	09/01/12	$21,957		-		2,635		2,635		-
Two first mortgages relating to one medical office building in Georgia and one senior housing facility in Massachusetts	From 8.11% to 12.00%	From 1/1/12 to 10/1/14	From $773 to $2,000		-		1,000		316		-
Second mortgage relating to one hospital in California	9.48%	10/31/13	$138,048		13,906		13,000		2,778		-
Second mortgage relating to one seniors housing facility in Wisconsin	15.21%	01/15/15	$41,250		7,792		3,300		3,300		-
Second mortgage relating to one senior housing facility in New Hampshire	12.17%	10/01/16	$13,945		670		3,235		2,701		-
Second mortgage relating to one hospital in Massachusetts	12.17%	06/30/10	$16,900		4,100		2,243		2,093		2,093
Totals				$	26,468	$	86,058	$	63,934	$	6,244

				Year Ended December 31,
				2011		2010		2009
Reconciliation of mortgage loans:				(in thousands)
	Balance at beginning of year		$	109,283	$	74,517	$	137,292
	Additions:
		New mortgage loans		11,286		73,439		9,456
	Total additions			11,286		73,439		9,456
	Deductions:
		Collections of principal		(50,579)		(10,540)		(54,696)
		Conversions to real property		(4,000)		(10,070)		-
		Charge-offs		-		(18,063)		(17,535)
		Reclass to other real estate loans		(2,056)		-		-
	Total deductions			(56,635)		(38,673)		(72,231)
	Balance at end of year		$	63,934	$	109,283	$	74,517