8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 17, 2005

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-8923	34-1096634
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

One SeaGate, Suite 1500, Toledo, Ohio	43604
(Address of principal executive offices)	(Zip Code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

     On November 17, 2005, the Company announced an offering of 3,000,000 shares of common stock, $1 per share, of the Company. The press release issued by the Company in connection with the announcement is furnished herewith as Exhibit 99.2.

Item 8.01 Other Events.

     Pursuant to Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, certain assets of the Company are now classified as discontinued operations due to their sale during the nine months ended September 30, 2005 or their classification as held for sale at September 30, 2005. As a result, the Company is reclassifying in this Current Report its operations, including rental income, interest expense and provision for depreciation related to those assets for prior periods. In so doing, the Company is updating portions of Items 6, 7 and 8 of its Annual Report on Form 10-K for the year ended December 31, 2004, including the information regarding discontinued operations contained in “Item 6 — Selected Financial Data,” “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” and “Item 8 — Financial Statements and Supplementary Data.” All other information contained in the Form 10-K and the other portions of Items 6, 7 and 8 have not been updated or modified (with the exception of certain minor changes to Items 7 and 8 to reflect proper cross-references). For more recent information regarding the Company, please see the Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and information filed with or furnished to the Securities and Exchange Commission since March 16, 2005. Additionally, the Company is including, for informational purposes, Financial Statement Schedules III and IV, which are unchanged from Item 15 of the Form 10-K. The foregoing items are attached as Exhibit 99.1 to this Current Report. The application of Statement No. 144 had no effect on net income available to common stockholders.

     On November 17, 2005, in connection with the Company’s Registration Statement on Form S-3/A (File 333-120917), declared effective May 24, 2005, the Company entered into an Underwriting Agreement with UBS Securities LLC for an offering of 3,000,000 shares of common stock, $1 par value, of the Company, plus up to an additional 450,000 shares of common stock if the over-allotment option granted therein is exercised in full.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

1.1	Underwriting Agreement
5	Opinion of Shumaker, Loop & Kendrick, LLP
8	Tax Opinion of Arnold & Porter LLP
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2	Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as an exhibit to this Form 8-K is included in their opinion filed herewith as Exhibit 5
99.1	Selected Financial Data
	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Financial Statements and Supplementary Data
	Schedule III
	Schedule IV
99.2	Press Release dated November 17, 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

HEALTH CARE REIT, INC.
By:	/s/ GEORGE L. CHAPMAN
	George L. Chapman

Its: Chairman of the Board and Chief Executive Officer

Dated: November 17, 2005

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EX-1.1

EXHIBIT 1.1

Execution Copy

3,000,000 Shares

HEALTH CARE REIT, INC.

Common Stock

($1.00 Par Value)

UNDERWRITING AGREEMENT

November 17, 2005

UBS Securities LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

     Health Care REIT, Inc., a Delaware corporation (the “Company”), proposes to sell to UBS Securities LLC (the “Underwriter”), an aggregate of 3,000,000 shares (the “Firm Shares”) of the Company’s Common Stock, $1.00 par value per share (“Common Stock”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 450,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.

     As the Underwriter, you have advised the Company (a) that you are authorized to enter into this Agreement and (b) that you are willing to purchase the Firm Shares, plus such Option Shares if you elect to exercise the over-allotment option in whole or in part for your account. The Firm Shares and the Option Shares (to the extent such option is exercised) are herein collectively called the “Shares.”

     In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:

     1. Representations and Warranties of the Company. The Company represents and warrants as follows:

     (i) A registration statement on Form S-3 (File No. 333-120917) with respect to the Shares has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission under the Securities Act. The Company has complied with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of Rule 430A of the Rules and Regulations) contained therein, the exhibits, financial statements and schedules, as finally amended and revised, and all documents incorporated by reference have heretofore been delivered by the Company to you. Such registration statement, herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below and all information incorporated by reference therein, has been declared effective by the Commission

under the Securities Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement; and the Registration Statement and Prospectus as referred to below comply, or will comply, as the case may be, in all material respects with the Securities Act and the Rules and Regulations. The form of prospectus first filed by the Company with the Commission pursuant to its Rule 424(b) and Rule 430A, or if no such filing is required, the form of final prospectus included in the Registration Statement at the time the Registration Statement is declared effective, is herein referred to as the “Prospectus.” Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a “Preliminary Prospectus.” Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and any supplements or amendments thereto filed with the Commission as of the date of such Preliminary Prospectus or Prospectus, as the case may be, and in the case of any reference herein to any Preliminary Prospectus or Prospectus, also shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or Prospectus, and any supplements or amendments thereto, filed with the Commission after the date of the filing of the Prospectus under Rule 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriter. Any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus, as the case may be, shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference into such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference into the Registration Statement. Any reference to the Prospectus herein shall be deemed to include the most recent prospectus supplement filed with respect to the Shares and shall also be deemed to include any documents incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 under the Securities Act.

     (ii) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Registration Statement; the Company is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such qualification, and in which the failure to qualify would (a) have a materially adverse effect upon the business of the Company and its Subsidiaries (as defined below), taken as a whole, (b) adversely affect the issuance, validity, or enforceability of the Shares or (c) adversely affect the consummation of the transactions contemplated by this Agreement (each of (a), (b) and (c) above, a “Material Adverse Effect”). All of the Company’s subsidiaries are listed in Schedule I hereto (the “Subsidiaries”).

     (iii) The capitalization of the Company contained in the section of the Prospectus entitled “Capitalization” sets forth the authorized, issued and outstanding capitalization of the Company at the indicated date; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the shares of Common Stock of the Company are duly listed on the New York Stock Exchange; the Shares to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully-paid and non-assessable; and no preemptive or similar rights of stockholders exist with respect to any of the Shares or the issue and sale thereof.

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     (iv) The shares of authorized capital stock of the Company, including the Shares, conform with the statements concerning them in the Registration Statement and the Prospectus.

     (v) The Commission has not issued an order preventing or suspending the use of any Preliminary Prospectus relating to the proposed offering of the Shares nor instituted proceedings for that purpose. As of the date it became effective, the Registration Statement contained, and the Prospectus and any amendments or supplements thereto will contain, as of the time of this Agreement and as of the date the Prospectus, such amendment or supplement is filed with the Commission, all statements which are required to be stated therein by, and in all material respects conform to or will conform to, as the case may be, the requirements of the Securities Act and the Rules and Regulations of the Commission thereunder. The documents incorporated by reference in the Prospectus, at the time they were or will be filed with the Commission, as the case may be, conformed or will conform at the time of filing, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the Rules and Regulations of the Commission thereunder. The Registration Statement did not, as of the date it became effective, contain, and does not as of the time of this Agreement contain, and any amendment thereto, including any documents incorporated by reference therein, will not contain, any untrue statement of a material fact and did not omit and will not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments or supplements thereto, as of the time of this Agreement and as of the date of the Prospectus, the date such amendment or supplement is filed with the Commission and the Closing Date and the Option Closing Date, including any documents incorporated by reference therein, do not contain and will not contain, as the case may be, any untrue statement of a material fact and do not omit and will not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement, or any documents incorporated by reference therein, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Underwriter, specifically for use in the preparation thereof.

     (vi) The financial statements of the Company, together with related notes and schedules as set forth or incorporated by reference in the Registration Statement, present fairly the financial position and the results of operations of the Company and its Subsidiaries at the indicated dates and for the indicated periods. Such financial statements and the related notes and schedules have been prepared in accordance with generally accepted accounting principles, consistently applied throughout the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made. The summary financial and statistical data included or incorporated by reference in the Registration Statement present fairly the information shown therein and, to the extent based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. All disclosures contained in the Registration Statement or the Prospectus, including the documents incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the Rules and Regulations) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

     (vii) There is no action or proceeding pending or, to the knowledge of the Company, threatened (a) against the Company or its Subsidiaries or (b) involving any property of the Company or its Subsidiaries before any court or administrative agency which, if determined adversely, might reasonably be expected to result in any Material Adverse Effect, except as set forth in the Registration Statement.

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     (viii) The Company, together with its Subsidiaries, has good and marketable title to all of the properties and assets reflected in the financial statements hereinabove described (or as described in the Registration Statement as owned by it), subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those reflected in such financial statements (or as described in the Registration Statement) or which are not material in amount or which do not interfere with the use made or proposed to be made of the property. The leases, agreements to purchase and mortgages to which the Company or any of its Subsidiaries is a party, and the guaranties of third parties (a) are the legal, valid and binding obligations of the Company, its Subsidiaries and, to the knowledge of the Company, of all other parties thereto, and the Company knows of no default or defenses currently existing with respect thereto which might reasonably be expected to result in any Material Adverse Effect, and (b) conform to the descriptions thereof set forth in the Registration Statement. Each mortgage which the Company or any of its Subsidiaries holds on the properties described in the Registration Statement constitutes a valid mortgage lien for the benefit of the Company or its Subsidiary, as the case may be, on such property.

     (ix) The Company has filed all Federal, state and foreign income tax returns which have been required to be filed and has paid all taxes indicated by said returns and all assessments received by it to the extent that such taxes have become due and are not being contested in good faith. All tax liabilities have been adequately provided for in the financial statements of the Company.

     (x) Since the respective dates as of which information is given in the Registration Statement, as it may be amended or supplemented, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, capital stock (except that Common Stock has increased due to option exercises, the Company’s dividend reinvestment program and conversions of preferred stock), business affairs, management, or business prospects of the Company, whether or not occurring in the ordinary course of business, and the Company has not incurred any material liabilities or obligations and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business and changes and transactions contemplated by the Registration Statement, as it may be amended or supplemented. The Company has no material contingent obligations which are not disclosed in the Registration Statement, as it may be amended or supplemented.

     (xi) The Company is not in violation of its charter or by-laws. No Subsidiary is in violation of its charter or by-laws, which violation will have, or after any required notice and passage of any applicable grace period would have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries are (a) in default under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it or any of its properties is bound, (b) in violation of any statute, or (c) in violation of any order, rule or regulation applicable to the Company, its Subsidiaries or its properties, of any court or of any regulatory body, administrative agency or other governmental body, any of which defaults or violations described in clauses (a) through (c) will have, or after any required notice and passage of any applicable grace period would have, a Material Adverse Effect. The issue and sale of the Shares and the performance by the Company of all of its obligations under this Agreement and the consummation of the transactions herein contemplated and the fulfillment of the terms hereof will not conflict with or constitute a violation of any statute or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company, or any of its Subsidiaries, is a party or by which it or any of its properties may be bound, or a violation of its charter or by-laws

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or any order, rule or regulation applicable to the Company, its Subsidiaries or its properties of any court or of any regulatory body, administrative agency or other governmental body.

     (xii) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions herein contemplated (except for the filing of a prospectus supplement relating to the Shares or such additional steps as may be required by the National Association of Securities Dealers, Inc. (the “NASD”) or may be necessary to qualify the Shares for public offering by the Underwriter under state securities or Blue Sky laws) has been obtained or made by the Company, and is in full force and effect.

     (xiii) The Company and its Subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses and neither the Company nor any of its Subsidiaries have received any notice of infringement or of conflict with asserted rights of others with respect to any patents, patent rights, trade names, trademarks or copyrights, which infringement is material to the business of the Company and its Subsidiaries.

     (xiv) The Company qualifies as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, has so qualified for the taxable years ended December 31, 1984 through December 31, 2004 and no transaction or other event has occurred or is contemplated which would prevent the Company from so qualifying for its current taxable year.

     (xv) To the best of the Company’s knowledge, Ernst & Young LLP, who have certified certain of the financial statements and related schedules filed with the Commission as part of, or incorporated by reference in, the Registration Statement, is an independent registered public accounting firm with respect to the Company as required by the Securities Act and the Rules and Regulations and the Public Company Accounting Oversight Board (the “PCAOB”).

     (xvi) The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (xvii) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-14 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (a) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (b) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; any material weaknesses in internal controls have been

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identified for the Company’s auditors; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

     (xviii) Since July 30, 2002, the Company has not, directly or indirectly, including through any subsidiary: (a) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company; or (b) made any material modification, including any renewal thereof, to any term of any personal loan to any director or executive officer of the Company, or any family member or affiliate of any director or executive officer, which loan was outstanding on July 30, 2002.

     (xix) To the knowledge of the Company, after inquiry of its officers and directors, there are no affiliations with any NASD member firm among the Company’s officers, directors, or principal stockholders, except as set forth in the Registration Statement or as otherwise disclosed in writing to the Underwriter.

     (xx) This Agreement has been duly authorized, executed and delivered by the Company.

     (xxi) Neither the Company nor any of its officers or directors has taken nor will any of them take, directly or indirectly, any action resulting in a violation of Regulation M promulgated under the Exchange Act, or designed to cause or result in, or which has constituted or which reasonably might be expected to constitute, the stabilization or manipulation of the price of the Company’s Common Stock. The Company acknowledges that the Underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock, including stabilizing bids, syndicate covering transactions and the imposition of penalty bids.

     (xxii) The Shares have been approved for listing upon official notice of issuance on the New York Stock Exchange.

     (xxiii) The Company is not, and immediately after the sale of the Shares pursuant to the terms and conditions of this Agreement will not be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940.

     2. Purchase, Sale and Delivery of the Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a price of $33.75 per Share, 3,000,000 Firm Shares.

          Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Underwriter. Such payment and delivery are to be made at the offices of UBS Securities LLC, 299 Park Avenue, New York, New York 10171, at 10:00 a.m., New York time, on November 22, 2005 or at such other time and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Firm Shares will be delivered by Mellon Investor Services L.L.C. (the “Transfer Agent”) in such

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denominations and in such registrations as the Underwriter requests in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, DTC and the Company shall agree.

          In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriter to the Company setting forth the number of Option Shares as to which the Underwriter is exercising the option and the time and date at which such certificates are to be delivered. The time and date at which the Option Shares are to be delivered shall be determined by the Underwriter but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriter. You, as the Underwriter, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of UBS Securities LLC, 299 Park Avenue, New York, New York 10171, at 10:00 a.m., New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Underwriter requests in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Underwriter at least one business day prior to the Closing Date at such place as the Underwriter, DTC and the Company shall agree.

     3. Offering by the Underwriter. It is understood that the Underwriter is to make a public offering of the Shares as soon as the Underwriter deems it advisable to do so. The Shares are to be initially offered to the public at the price and upon the terms set forth in the Prospectus. The Underwriter may from time to time thereafter change the public offering price and other selling terms.

     4. Covenants of the Company. The Company covenants and agrees with the Underwriter that:

     (i) The Company will (a) prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations, if the final form of the prospectus is not included in the Registration Statement at the time the Registration Statement is declared effective, a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A, if applicable, of the Rules and Regulations, (b) use its best efforts to cause the Registration Statement to remain in effect as to the Shares for so long as the Underwriter may deem necessary in order to complete the distribution of the Shares, (c) not file any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference therein, of which the Underwriter shall not previously have been advised and furnished with a copy or to which the Underwriter shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations for so long as the

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Underwriter may deem necessary in order to complete the distribution of the Shares and (d) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by the Underwriter; provided, however, that for each such report or definitive proxy or information statement, the Company will not file any such report or definitive proxy or information statement, or amendment thereto, of which the Underwriter shall not previously have been advised and furnished with a copy or to which the Underwriter shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations.

     (ii) The Company will advise the Underwriter promptly of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose for so long as the Underwriter may deem necessary in order to complete the distribution of the Shares, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, and the Company will use its best efforts to prevent (a) the issuance of any such stop order preventing or suspending the use of the Prospectus, or (b) any such suspension of the qualification of the Shares for offering or sale in any jurisdiction, and to obtain as soon as possible the lifting of any such stop order, if issued, or such suspension of qualification.

     (iii) The Company will deliver to, or upon the order of, the Underwriter, from time to time, as many copies of any Preliminary Prospectus as the Underwriter may reasonably request. The Company will deliver to, or upon the order of, the Underwriter during the period when delivery of a Prospectus is required under the Securities Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Underwriter may reasonably request. The Company will deliver to the Underwriter at or before the Closing Date, one signed copy of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Underwriter such number of copies of the Registration Statement, including documents incorporated by reference therein, but without exhibits, and of all amendments thereto, as the Underwriter may reasonably request.

     (iv) Subject to the provisions of Section 4(i) above, if during the period in which a prospectus is required by law to be delivered by the Underwriter or a dealer any event shall occur as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will either (a) prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus or (b) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with law.

     (v) The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to security holders as soon as practicable an earnings statement in conformity with Rule 158 under the Securities Act for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

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     (vi) The Company will, for a period of five years from the Closing Date, deliver to the Underwriter copies of annual reports and copies of all other documents, reports and information furnished by the Company to its stockholders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Securities Act or the Exchange Act. The Company will deliver to the Underwriter similar reports with respect to significant subsidiaries, as that term is defined in the Rules and Regulations, which are not consolidated in the Company’s financial statements.

     (vii) The Company will use the net proceeds from the sale of the Shares pursuant to this Agreement in the manner specified under the heading “Use of Proceeds” in the Prospectus.

     (viii) No offering, sale or other disposition of any Common Stock of the Company will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with the prior written consent of the Underwriter except that the Company may, without such consent, (i) issue securities under the Company’s equity compensation plans for officers, employees, and non-employee directors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004; (ii) issue shares upon the exercise of options or other stock rights issued pursuant to the Company’s equity compensation plans for officers, employees, and non-employee directors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004; (iii) sell shares of Common Stock pursuant to the Amended and Restated Dividend Reinvestment and Stock Purchase Plan filed with the Commission on May 21, 2003; or (iv) issue shares of Common Stock upon conversion of any shares of 6% Series E Cumulative Convertible and Redeemable Preferred Stock outstanding as of the date hereof.

     5. Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance of its obligations under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel for the Company; the cost of printing and delivering to, or as requested by, the Underwriter, copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, this Agreement, the applicable listing agreement for the New York Stock Exchange; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by the NASD of the terms of the sale of the Shares; the fees incident to the listing agreement for the New York Stock Exchange. Any transfer taxes imposed on the sale of the Shares to the Underwriter will be paid by the Company. The Company shall not, however, be required to pay for any of the Underwriter’s expenses except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Underwriter pursuant to Section 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure to satisfy said condition or to comply with said terms be due to the default or omission of the Underwriter, then the Company shall reimburse the Underwriter for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing its obligations hereunder, but the Company shall not in any event be liable to the Underwriter for damages on account of loss of anticipated profits from the sale of the Shares.

     6. Conditions of Obligations of the Underwriter. The obligation of the Underwriter to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date is subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the

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representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

     (i) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission.

     (ii) The Underwriter shall have received on the Closing Date or the Option Closing Date, as the case may be, the opinion of Shumaker, Loop & Kendrick, LLP, counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, and addressed to the Underwriter, to the effect that:

     (a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.

     (b) The Company is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such qualification, and in which the failure to qualify would have a Material Adverse Effect.

     (c) The capital stock of the Company contained in the section of the Prospectus entitled “Capitalization” sets forth the authorized, issued and outstanding capital stock of the Company at the indicated date; the authorized shares of its Common Stock have been duly authorized; the outstanding shares of its Common Stock have been duly authorized and validly issued and are fully paid and nonassessable; the certificates for the Shares are in due and proper form; the shares of Common Stock, including Option Shares, if any, to be sold by the Company pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and non-assessable when issued and paid for as contemplated by this Agreement; and no preemptive or similar rights of stockholders exist with respect to any of the Shares or the issue and sale thereof.

     (d) The Registration Statement has become effective under the Securities Act and, to such counsel’s knowledge no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Securities Act.

     (e) The Registration Statement, the Prospectus and each amendment or supplement thereto and documents incorporated by reference therein comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the applicable rules and regulations thereunder (except that such counsel need express no opinion as to the financial statements, schedules and other financial or statistical information included or incorporated by reference therein).

     (f) The statements under the caption “Description of Our Common Stock” in the Prospectus, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries and fairly and correctly present in all material respects the information called for with respect to such documents and matters.

     (g) The statements under the caption “Certain Government Regulations” in the Company’s Annual Report on Form 10-K, and any amendments thereto, for the fiscal

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year ended December 31, 2004 as to matters of law stated therein, have been reviewed by such counsel and constitute fair summaries of the matters described therein which are material to the business or condition (financial or otherwise) of the Company.

     (h) Such counsel does not know of any contracts or documents required to be filed as exhibits to or incorporated by reference in the Registration Statement or described in the Registration Statement or the Prospectus or any amendment or supplement thereto which are not so filed, incorporated by reference or described as required, and such contracts and documents as are summarized in the Registration Statement or the Prospectus or any amendment or supplement thereto are fairly summarized in all material respects.

     (i) Such counsel knows of no material legal proceedings pending or threatened against the Company, except as set forth in the Prospectus or any amendment or supplement thereto.

     (j) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated, including the issuance and sale of the Shares and the performance by the Company of its obligations under this Agreement, do not and will not conflict with or constitute a violation of any statute or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the charter or by-laws of the Company, any material agreement or instrument known to such counsel to which the Company is a party or by which the Company or the Company’s properties may be bound or any order known to such counsel or rule or regulation applicable to the Company or the Company’s properties of any court or governmental agency or body.

     (k) This Agreement has been duly authorized, executed and delivered by the Company.

     (l) The Shares conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus.

     (m) No approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions herein contemplated (other than (i) the filing of a prospectus supplement with the Commission and (ii) as may be required by the NASD or as required by state securities and Blue Sky laws as to which such counsel need express no opinion) except such as have been obtained or made by the Company, specifying the same.

     (n) The Company is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940.

     In addition, either such counsel or Arnold & Porter LLP, special tax counsel to the Company, will provide an opinion, based on such counsel’s own review of the Company’s certificate of incorporation, stating that the Company was organized and continues to be organized in conformity with the requirements for qualification as a real estate investment trust under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and, based on such counsel’s review of the Company’s federal income tax returns and discussions with management and independent public accountants for the Company, that the Company, taking into

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account operations for its taxable and fiscal years ended December 31, 2000 through December 31, 2004, satisfied the requirements for qualification and taxation as a real estate investment trust under the Code for such years and that its proposed method of operation will enable it to meet the requirements for qualification and taxation as a real estate investment trust under the Code for its taxable and fiscal year ending December 31, 2005. Furthermore, such counsel shall opine that the statements contained under the heading “U.S. Federal Income Tax Considerations” in the Registration Statement or Prospectus and under the heading “Taxation” in the Company’s Annual Report on Form 10-K, and any amendments, for the fiscal year ended December 31, 2004 are correct and accurate in all material respects and present fairly and accurately the material aspects of the federal income tax treatment of the Company and of its stockholders.

     In rendering such opinion, such counsel may rely as to matters governed by the laws of states other than the laws of State of Ohio, the corporate laws of the State of Delaware or Federal laws on local counsel in such jurisdictions, provided that in such case such counsel shall state that they believe that they and the Underwriter are justified in relying on such other counsel and such other counsel shall indicate that the Underwriter may rely on such opinion. As to matters of fact, to the extent they deem proper, such counsel may rely on certificates of officers of the Company and public officials so long as such counsel states that they have no reason to believe that either the Underwriter or they are not justified in relying on such certificates. In addition to the matters set forth above, the opinion of Shumaker, Loop & Kendrick, LLP shall also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that (a) the Registration Statement or any amendment thereto, as of the time it became effective under the Securities Act, or any of the documents incorporated by reference therein, as of the date of effectiveness of the Registration Statement or, in the case of documents incorporated by reference into the Prospectus after the date of effectiveness of the Registration Statement, as of the date when such document was filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the Prospectus or any amendment or supplement thereto, on the date it was filed pursuant to Rule 424(b), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (y) the Registration Statement or any amendment thereto, or any of the documents incorporated by reference therein, as of the date of effectiveness of the Registration Statement or, in the case of documents incorporated by reference into the Prospectus after the date of effectiveness of the Registration Statement, as of the date when such document was filed with the Commission, or as of the Closing Date or the Option Closing Date, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that such counsel need express no view as to financial statements, schedules and other financial information included therein), and (z) the Prospectus or any amendment or supplement thereto, as of the date it was filed pursuant to Rule 424(b), or as of the Closing Date or the Option Closing Date, as the case may be, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view as to financial statements, schedules and other financial information included therein). With respect to such statement, Shumaker, Loop & Kendrick, LLP, may state that this statement is based upon the procedures set forth or incorporated by reference therein, but is without independent check and verification.

     (iii) The Underwriter shall have received from Calfee, Halter & Griswold LLP, counsel for the Underwriter, an opinion dated the Closing Date or the Option Closing Date, as the

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case may be, with respect to the organization of the Company, the validity of the Shares, the Registration Statement, the Prospectus and other related matters as the Underwriter reasonably may request and such counsel shall have received such papers and information as they reasonably request to enable them to pass upon such matters.

     (iv) At the time of execution of this Agreement, the Underwriter shall have received from Ernst & Young LLP a signed letter, in form and substance satisfactory to the Underwriter, dated the date hereof (a) confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act, the Rules and Regulations and the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (b) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

     (v) With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Underwriter concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriter a letter, in form and substance satisfactory to the Underwriter (the “bring-down letter”), of such accountants, dated the Closing Date and the Option Closing Date, if any, (a) confirming that they are an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act, the Rules and Regulations and the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (b) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letters and (c) confirming in all material respects the conclusions and findings set forth in the initial letters.

     (vi) The Underwriter shall have received on the Closing Date or the Option Closing Date, as the case may be, a certificate or certificates of the Chairman of the Board and Chief Executive Officer and the President and Chief Financial Officer of the Company to the effect that as of the Closing Date or the Option Closing Date, as the case may be, each of them severally represents as follows:

     (a) The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been taken or are, to his knowledge, contemplated by the Commission.

     (b) He does not know of any litigation instituted or threatened against the Company of a character required to be disclosed in the Registration Statement which is not so disclosed therein or in a document incorporated by reference therein; he does not know of any material contract required to be filed as an exhibit to the Registration Statement which is not so filed therein or in a document incorporated by reference therein.

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     (c) He has carefully examined the Registration Statement and the Prospectus and in his opinion, as of the effective date of the Registration Statement, the statements contained in the Registration Statement, including any document incorporated by reference therein, were true and correct, and such Registration Statement and Prospectus, or any document incorporated by reference therein, did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and, in his opinion, since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement to or an amendment of the Prospectus which has not been so set forth in such supplement or amendment.

     (d) The representations and warranties of the Company as set forth in this Agreement are true and correct as of the Closing Date as if made on such date. The Company has performed all of its obligations under this Agreement as are to be performed at or before the Closing Date. The representations and warranties made in this clause (d) shall be deemed made by the Company.

     (vii) The Underwriter shall have received at or prior to the Closing Date, an agreement, in form and substance satisfactory to the Underwriter, signed by the directors and executive officers of the Company to the effect that they will not, prior to the expiration of 90 days from the date of this Agreement, offer, sell or otherwise dispose of any shares of Common Stock of the Company or any securities that the directors and executive officers has, or will have the right to acquire through the exercise of options, warrants, subscription or other rights without the prior written consent of the Underwriter, except (i) pursuant to bona fide gifts, provided that the Company shall have delivered to the Underwriter written consent to such gift, but in no event shall the gifts under this subsection (i) of the executive officers and directors exceed 75,000 shares of Common Stock in the aggregate, (ii) pursuant to routine dispositions under Rule 10b5-1 Sales Plans entered into by certain directors and officers of the Company as of or prior to the date hereof, and (iii) shares obtained pursuant to the Company’s equity compensation plans for officers, employees, and non-employee directors, provided that the Company shall have delivered to the Underwriter written consent to such sale, but in no event shall the sales under this subsection (iii) of the executive officers and directors exceed 300,000 shares of Common Stock in the aggregate.

     (viii) The Shares to be sold by the Company as of the Closing Date or the Option Closing Date, as the case may be, shall have been duly listed, subject to notice of issuance, on the New York Stock Exchange.

          The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all material respects reasonably satisfactory to the Underwriter and to Calfee, Halter & Griswold LLP, counsel for the Underwriter.

          If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Underwriter hereunder may be terminated by the Underwriter by notifying the Company of such termination in writing or by telecopy at or prior to the Closing Date or the Option Closing Date, as the case may be. In such event, the Company and the Underwriter shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).

     7. Conditions of the Obligations of the Company. The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop

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order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

     8. Indemnification.

     (i) The Company agrees to indemnify and hold harmless the Underwriter, its officers and directors, and each person, if any, who controls the Underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities to which the Underwriter or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the case of the Registration Statement or any amendment thereto, or in the case of any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in light of the circumstances under which they were made, or (c) any act or failure to act, or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and will reimburse the Underwriter and each such controlling person for any legal or other expenses reasonably incurred by the Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Underwriter specifically for use in the preparation thereof; and provided further that as to any Preliminary Prospectus this indemnity agreement shall not inure to the benefit of the Underwriter, its officers and directors, or any person controlling the Underwriter on account of any loss, claim, damage, liability or action arising from the sale of any Shares to any person by the Underwriter if the Underwriter failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus was corrected in the Prospectus, unless such failure resulted from non-compliance by the Company with Sections 4(iii) or 4(iv). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

     (ii) The Underwriter will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the case of the Registration Statement or any amendment thereto, or in the case of any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto in the light of the circumstances under which they were made; and will

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reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that the Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission has been made or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Underwriter specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Underwriter may otherwise have.

     (iii) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 8, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing; provided that the failure to so notify will not relieve the indemnifying party from any liability that the indemnifying party may have on account of the provisions of Sections 8(i) or (ii) or otherwise, except to the extent that the indemnifying party shall not have otherwise learned of such proceeding and such failure is materially prejudicial to the indemnifying party. In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred the fees and expenses of the counsel retained by the indemnified party in the event (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the indemnifying party shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties and one local counsel. Such firm shall be designated in writing by you in the case of parties indemnified pursuant to Section 8(i) and by the Company in the case of parties indemnified pursuant to Section 8(ii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the fifth sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent to which the indemnification obligations of the Company hereunder are applicable if (a) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (b) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.

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     (iv) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless to the extent required therein an indemnified party under Sections 8(i) or (ii) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriter from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 8(iii) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Underwriter in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriter shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Underwriter bear to the total proceeds of the offering (the proceeds received by the Underwriter being equal to the total underwriting discounts and commissions received by the Underwriter), in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     The Company and the Underwriter agree that it would not be just and equitable if contributions pursuant to this Section 8(iv) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(iv). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 8(iv) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(iv), (a) the Underwriter shall not be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Shares purchased by the Underwriter and (b) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

     (v) In any proceeding relating to the Registration Statement, any Preliminary Prospectus, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon him or it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join him or it as an additional defendant in any such proceeding in which such other contributing party is a party.

     9. Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered or telecopied and confirmed as follows: if to the Underwriter, to UBS Securities LLC, 299 Park Avenue, New York, New York, 10171, Attention: Equity Capital Markets; if to the Company, to Health Care REIT, Inc., One SeaGate, Suite 1500, Toledo, Ohio 43603-

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1475, or via fax at (419) 247-2826, Attention: George L. Chapman, Chairman of the Board and Chief Executive Officer.

     10. Termination. This Agreement may be terminated by you by notice to the Company as follows:

     (i) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Option Shares) if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the offering or delivery of the Shares impracticable or inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Shares impracticable or inadvisable, (c) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ, or in the Company’s securities on the New York Stock Exchange, shall have been suspended or materially limited (other than limitations on hours or numbers of days of trading) or minimum prices shall have been established for securities on any such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by either federal or New York State authorities or material disruption in securities settlement or clearance services in the United States, (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States, or (g) any litigation or proceeding is pending or threatened against the Underwriter which seeks to enjoin or otherwise restrain, or seeks damages in connection with, or questions the legality or validity of this Agreement or the transactions contemplated hereby; or

     (ii) as provided in Section 6 of this Agreement.

     11. Successors. This Agreement has been and is made solely for the benefit of the Underwriter and the Company and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Shares merely because of such purchase.

     12. Information Provided by Underwriter. The Company and the Underwriter acknowledge and agree that the only information furnished or to be furnished by the Underwriter to the Company for inclusion in any Prospectus or Registration Statement consists of the information set forth in the seventh, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth and eighteenth paragraphs (provided that, with respect to such eighteenth paragraph, if the Underwriter maintains a website through which information relating to the sale of the Shares is provided, the Underwriter shall be deemed to have provided information through such website for purposes of this Section 12 and the information so provided shall be deemed to include only the information contained in such website other than the Prospectus) under the caption “Underwriting” in the Prospectus.

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     13. Miscellaneous. The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers and (iii) delivery of and payment for the Shares under this Agreement.

          The Company hereby acknowledges that the Underwriter is acting solely as an underwriter in connection with the purchase and sale of the Company’s securities. The Company further acknowledges that the Underwriter is acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriter act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection with any activity that the Underwriter may undertake or has undertaken in furtherance of the purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriter hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

          This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company and the Underwriter each submits to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York and the United States District Court for the Southern District of New York with respect to any action or dispute in any way arising out of or relating to this Agreement. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Underwriter waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

[The remainder of this page is intentionally left blank.]

19

          If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement between the Company and the Underwriter in accordance with its terms.

Very truly yours, HEALTH CARE REIT, INC.
By:	/s/ George L. Chapman
Name:		George L. Chapman
Title:		Chairman and Chief Executive Officer

The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

UBS SECURITIES LLC
By:	/s/ David Gately
Name:	David Gately
By:	/s/ Keith A. Lockwood
Name:	Keith A. Lockwood

20

SCHEDULE I

Schedule of Subsidiaries

	State of Organization	Date of
Name of Subsidiary	and Type of Entity	Organization
HCRI Pennsylvania Properties, Inc.	Pennsylvania corporation	November 1, 1993
HCRI Overlook Green, Inc.	Pennsylvania corporation	July 9, 1996
HCRI Texas Properties, Inc.	Delaware corporation	December 27, 1996
HCRI Texas Properties, Ltd.	Texas limited partnership	December 30, 1996
Health Care REIT International, Inc.	Delaware corporation	February 11, 1998
HCN Atlantic GP, Inc.	Delaware corporation	February 20, 1998
HCN Atlantic LP, Inc.	Delaware corporation	February 20, 1998
HCRI Nevada Properties, Inc.	Nevada corporation	March 27, 1998
HCRI Southern Investments I, Inc.	Delaware corporation	June 11, 1998
HCRI Louisiana Properties, L.P.	Delaware limited partnership	June 11, 1998
HCN BCC Holdings, Inc.	Delaware corporation	September 25, 1998
HCRI Tennessee Properties, Inc.	Delaware corporation	September 25, 1998
HCRI Limited Holdings, Inc.	Delaware corporation	September 25, 1998
Pennsylvania BCC Properties, Inc.	Pennsylvania corporation	September 25, 1998
HCRI North Carolina Properties, LLC	Delaware limited liability company	December 10, 1999
HCRI Massachusetts Properties, Inc.	Delaware corporation	March 17, 2000
HCRI Massachusetts Properties Trust	Massachusetts trust	March 30, 2000
HCRI Indiana Properties, Inc.	Delaware corporation	June 15, 2000
HCRI Indiana Properties, LLC	Indiana limited liability company	June 16, 2000
HCRI Holdings Trust	Massachusetts trust	September 11, 2000
HCRI Maryland Properties, LLC	Maryland limited liability company	July 19, 2001
HCRI Massachusetts Properties Trust II	Massachusetts trust	September 26, 2001
HCRI Beachwood, Inc.	Ohio corporation	October 11, 2001
HCRI Broadview, Inc.	Ohio corporation	October 11, 2001
HCRI Westlake, Inc.	Ohio corporation	October 11, 2001
HCRI Westmoreland, Inc.	Delaware corporation	October 16, 2001
HCRI Wisconsin Properties, LLC	Wisconsin limited liability company	December 11, 2001
HCRI North Carolina Properties I, Inc.	North Carolina corporation	January 1, 2002
HCRI North Carolina Properties II, Inc.	North Carolina corporation	January 1, 2002
HCRI North Carolina Properties III, Limited Partnership	North Carolina limited partnership	January 1, 2002
HCRI Kentucky Properties, LLC	Kentucky limited liability company	January 7, 2002
HCRI Mississippi Properties, Inc.	Mississippi corporation	March 28, 2002
HCRI Illinois Properties, LLC	Delaware limited liability company	August 21, 2002
HCRI Missouri Properties, LLC	Delaware limited liability company	August 21, 2002
HCRI Surgical Properties, LLC	Ohio limited liability company	September 30, 2002
HCRI Tucson Properties, Inc.	Delaware corporation	November 14, 2002
HCRI Stonecreek Properties, LLC	Delaware limited liability company	June 25, 2003
HCRI Cold Spring Properties, LLC	Delaware limited liability company	June 25, 2003
HCRI Eddy Pond Properties Trust	Massachusetts trust	June 26, 2003
HCRI Investments, Inc.	Delaware corporation	July 30, 2003
HCRI Forest City Holdings, Inc.	North Carolina corporation	August 19, 2003
HCRI Asheboro Holdings, Inc.	North Carolina corporation	August 19, 2003
HCRI Smithfield Holdings, Inc.	North Carolina corporation	August 19, 2003

	State of Organization	Date of
Name of Subsidiary	and Type of Entity	Organization
HCRI Greenville Holdings, Inc.	North Carolina corporation	August 19, 2003
HCRI Forest City Properties, LP	North Carolina limited partnership	August 19, 2003
HCRI Asheboro Properties, LP	North Carolina limited partnership	August 19, 2003
HCRI Smithfield Properties, LP	North Carolina limited partnership	August 19, 2003
HCRI Greenville Properties, LP	North Carolina limited partnership	August 19, 2003
HCRI Kirkland Properties, LLC	Delaware limited liability company	August 22, 2003
HCRI Ridgeland Pointe Properties, LLC	Delaware limited liability company	August 22, 2003
HCRI Drum Hill Properties, LLC	Delaware limited liability company	August 22, 2003
HCRI Fairmont Properties, LLC	Delaware limited liability company	August 22, 2003
HCRI Abingdon Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Gaston Place Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Gaston Manor Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Eden Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Weddington Park Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Union Park Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Concord Place Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Salisbury Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Burlington Manor Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Skeet Club Manor Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI High Point Manor Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Hickory Manor Holdings, Inc.	North Carolina corporation	September 10, 2003
HCRI Statesville Place Holdings I, Inc.	North Carolina corporation	September 10, 2003
HCRI Statesville Place Holdings II, Inc.	North Carolina corporation	September 10, 2003
HCRI Abingdon Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Gaston Place Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Gaston Manor Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Eden Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Weddington Park Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Union Park Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Concord Place Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Salisbury Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Burlington Manor Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Skeet Club Manor Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI High Point Manor Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Hickory Manor Properties, LP	North Carolina limited partnership	September 10, 2003
HCRI Statesville Place Properties I, LP	North Carolina limited partnership	September 10, 2003
HCRI Statesville Place Properties II, LP	North Carolina limited partnership	September 10, 2003
HCRI Chicago Properties, Inc.	Delaware corporation	November 18, 2003
HCRI General Properties, Inc.	Delaware corporation	August 5, 2004
HCRI Kansas Properties, LLC	Delaware limited liability company	September 3, 2004
HCRI Hunters Glen Properties, LLC	Delaware limited liability company	September 21, 2004
HCRI Wilburn Gardens Properties, LLC	Delaware limited liability company	September 21, 2004
HCRI Draper Place Properties Trust	Massachusetts trust	September 24, 2004
HCRI Marina Place Properties Trust	Massachusetts trust	September 24, 2004
HCRI Tennessee Properties, LLC	Delaware limited liability company	November 12, 2004
HH Florida, LLC	Delaware limited liability company	November 23, 2004
HCRI New Hampshire Properties, LLC	Delaware limited liability company	May 24, 2005
HCRI Dayton Place — Denver Properties, LLC	Delaware limited liability company	May 24, 2005
HCRI Crowne Pointe Properties, LLC	Delaware limited liability company	November 10, 2005
HCRI Villa Angela Properties, LLC	Delaware limited liability company	November 10, 2005
HCRI Oakpointe Properties, LLC	Delaware limited liability company	November 10, 2005
HCRI Canterbury Villa Properties, LLC	Delaware limited liability company	November 10, 2005

EX-5

EXHIBIT 5

November 17, 2005

George L. Chapman
Chairman of the Board and
Chief Executive Officer
Health Care REIT, Inc.
One SeaGate, Suite 1500
Toledo, OH 43604

Re: HEALTH CARE REIT, INC.
3,450,000 Shares of Common Stock

Dear Mr. Chapman:

     We have acted as counsel to Health Care REIT, Inc. (the “Company”) in connection with the issuance and sale of 3,450,000 shares of its common stock, par value $1.00 per share (the “Shares”), pursuant to a prospectus supplement dated November 17, 2005 (the “Prospectus Supplement”) to the prospectus dated May 24, 2005 (the “Prospectus”), included in the Company’s registration statement on Form S-3, as amended (File No. 333-120917), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

     In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements, and instruments as we have deemed necessary and appropriate to render an opinion herein set forth.

     Based upon the foregoing, it is our opinion that the Shares will be, when issued and sold in the manner set forth in the Prospectus Supplement and the accompanying Prospectus, legally and validly issued and fully paid and nonassessable.

     The undersigned hereby consents to the filing of this opinion as Exhibit 5 to the Company’s Form 8-K to be filed with the Securities and Exchange Commission on November 17, 2005.

Very truly yours,

/s/ Shumaker, Loop & Kendrick, LLP

SHUMAKER, LOOP & KENDRICK, LLP

EX-8

EXHIBIT 8

November 17, 2005

Health Care REIT, Inc.
One SeaGate
Suite 1500
Toledo, Ohio 43604

     Re: Federal Income Tax Consequences

Ladies and Gentlemen:

     We have acted as special tax counsel to Health Care REIT, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of 3,450,000 shares of common stock, par value $1.00 per share (the “Common Stock”), pursuant to a prospectus supplement dated November 17, 2005 (“Prospectus Supplement”) to the prospectus dated May 24, 2005 (collectively, the “Prospectus”) included in the Company’s Registration Statement on Form S-3 (File No. 333-120917) (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. You have requested our opinion regarding certain U.S. federal income tax matters in connection with the filing of the Registration Statement. Certain capitalized terms used herein without definition are as defined in the Registration Statement.

     In giving this opinion, we have examined the following:

• the Second Restated Certificate of Incorporation, as amended, of the Company;

• the Amended and Restated Bylaws of the Company;

• the Company’s Annual Report on Form 10-K for the year ended December 31, 2004;

• the Prospectus; and

• such other documents as we have deemed necessary or appropriate for purposes of this opinion.

Health Care REIT, Inc.
November 17, 2005
Page 2

     In connection with the opinions rendered below, we have assumed with your consent that:

     1. Each of the documents referred to above has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;

     2. During its taxable years ended December 31, 1998 through December 31, 2004, the Company has operated, and, in future taxable years, the Company will operate, in a manner that has caused or will make, as the case may be, the factual representations relating to the ownership, operation, future method of operations, and compliance of the Company with the real estate investment trust (“REIT”) provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations (the “Regulations”) thereunder, as in effect as of the date hereof, contained in a certificate, dated November 17, 2005 and executed by a duly appointed officer of the Company (the “Officer’s Certificate”), true for such years;

     3. The Company will not make any amendments to its organizational documents after the date of this opinion that would affect its qualification as a REIT under sections 856-860 of the Code for any taxable year; and

     4. No action will be taken by the Company after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.

     In our capacity as special tax counsel to the Company, we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of our opinions rendered below. For the purposes of rendering these opinions, we have not made an independent investigation of the facts set forth in any documents delivered to us, including, without limitation, the Officer’s Certificate. We have relied completely upon the Company’s representations that the information presented in such documents accurately reflects all material facts. In the course of our representation of the Company, we have not been made aware of any facts inconsistent with such factual representations. In addition, where such factual representations involve terms defined or used in the Code, the Regulations, published rulings of the Internal Revenue Service (the “Service”) or other relevant authority, we have explained such terms to the Company’s representatives and are satisfied that the Company’s representatives understand such terms and are capable of making such factual representations.

     Based on the Code, Regulations, documents, assumptions and statements set forth above, the factual representations set forth in the Officer’s Certificate and our review of

Health Care REIT, Inc.
November 17, 2005
Page 3

the discussions in the Prospectus under the caption “U.S. Federal Income Tax Considerations” and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 under the caption “Taxation,” we are of the opinion that:

     (a) the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December 31, 2000 through December 31, 2004, and the Company’s organization and current and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for all future taxable years; and

     (b) the descriptions of the law and the legal conclusions contained in the Prospectus under the caption “U.S. Federal Income Tax Considerations” and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 under the caption “Taxation,” fairly summarize the federal income tax considerations that are likely to be material to a holder of the Common Stock.

     We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above, or the factual representations set forth in the Officer’s Certificate. Accordingly, no assurance can be given that the actual results of the Company’s operations for any given taxable year will satisfy the requirements for qualification and taxation as a REIT.

     The foregoing opinions are based on current provisions of the Code and the Regulations, published administrative interpretations thereof and published court decisions and assume that none of these will change. No assurance, however, can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT.

     The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. You must judge for yourselves whether the matters addressed in this opinion letter are sufficient for your purposes. This letter speaks only as of this date, and we undertake no obligation to update the opinions expressed herein after the date of this letter. This opinion letter may not be distributed, or quoted in whole or in part, or

Health Care REIT, Inc.
November 17, 2005
Page 4

otherwise reproduced in any document, or filed with any governmental agency, in each case without our express written consent.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not acknowledge that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.

Very truly yours,

/s/ Arnold & Porter LLP 

Arnold & Porter llp

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference of our report dated March 11, 2005 (except for Note 15 as to which the date is November 14, 2005) with respect to the consolidated financial statements and schedules of Health Care REIT, Inc. included in this Current Report on Form 8-K in the following registration statements of Health Care REIT, Inc.:

• Registration Statement (Form S-8 No. 333-01239) dated February 27, 1996 pertaining to the Health Care REIT, Inc. 1995 Stock Incentive Plan;

• Registration Statement (Form S-8 No. 333-40769) dated November 21, 1997 pertaining to the Health Care REIT, Inc. Stock Plan for Non-Employee Directors;

• Registration Statement (Form S-8 No. 333-40771) dated November 21, 1997 pertaining to the Health Care REIT, Inc. 1995 Stock Incentive Plan;

• Registration Statement (Form S-8 No. 333-73916) dated November 21, 2001 pertaining to the Health Care REIT, Inc. 1995 Stock Incentive Plan;

• Registration Statement (Form S-3 No. 333-107280) dated July 23, 2003, as amended on August 1, 2003, pertaining to $937,557,819 of securities of Health Care REIT, Inc.;

• Registration Statement (Form S-3 No. 333-110877) dated December 2, 2003 pertaining to 811,335 shares of common stock of Health Care REIT, Inc. with respect to the resale of shares of common stock received in connection with the conversion of shares of the 6% Series E Cumulative Convertible and Redeemable Preferred Stock;

• Registration Statement (Form S-3 No. 333-110902) dated December 3, 2003, as amended on December 11, 2003, pertaining to the Health Care REIT, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan;

• Registration Statement (Form S-8 No. 333-120915) dated December 1, 2004 pertaining to the Health Care REIT, Inc. Stock Plan for Non-Employee Directors;

• Registration Statement (Form S-3 No. 333-120917) dated December 1, 2004, as amended on May 19, 2005, pertaining to $831,794,619 of securities of Health Care REIT, Inc.; and

• Registration Statement (Form S-8 No. 333-126195) dated June 28, 2005 pertaining to the Health Care REIT, Inc. 2005 Long-Term Incentive Plan.

Toledo, Ohio	/s/ ERNST & YOUNG LLP
November 14, 2005

EX-99.1

EXHIBIT 99.1

Item 6. Selected Financial Data

     The following selected financial data for the five years ended December 31, 2004 are derived from our audited consolidated financial statements (in thousands, except per share data):

	Year Ended December 31
	2000		2001		2002		2003		2004
Operating Data
Revenues (1)	$	115,417	$	112,179	$	142,756	$	188,314	$	243,810
Expenses:
Interest expense (1)		28,790		25,876		35,946		50,460		69,879
Provision for depreciation (1)		16,515		22,430		31,619		45,423		69,250
Other operating expenses (2)		9,570		10,853		13,038		17,274		21,178
Impairment of assets						2,298		2,792		314
Loss on extinguishment of debt (3)				213		403
Loss on investment		2,000
Total expenses		56,875		59,372		83,304		115,949		160,621
Income from continuing operations		58,542		52,807		59,452		72,365		83,189
Income from discontinued operations, net (1)		9,514		7,742		8,207		10,375		2,182
Net income		68,056		60,549		67,659		82,740		85,371
Preferred stock dividends		13,490		13,505		12,468		9,218		12,737
Preferred stock redemption charge								2,790
Net income available to common stockholders	$	54,566	$	47,044	$	55,191	$	70,732	$	72,634
Other Data
Average number of common shares outstanding:
Basic		28,418		30,534		36,702		43,572		51,544
Diluted		28,643		31,027		37,301		44,201		52,082
Per Share Data
Basic:
Income from continuing operations available to common stockholders	$	1.59	$	1.29	$	1.28	$	1.38	$	1.37
Discontinued operations, net		0.33		0.25		0.22		0.24		0.04
Net income available to common stockholders		1.92		1.54		1.50		1.62		1.41
Diluted:
Income from continuing operations available to common stockholders	$	1.58	$	1.27	$	1.26	$	1.37	$	1.35
Discontinued operations, net		0.33		0.25		0.22		0.23		0.04
Net income available to common stockholders		1.91		1.52		1.48		1.60		1.39
Cash distributions per common share	$	2.335	$	2.34	$	2.34	$	2.34	$	2.385

	December 31
	2000		2001		2002		2003		2004
Balance Sheet Data
Net real estate investments	$	1,121,419	$	1,213,564	$	1,524,457	$	1,992,446	$	2,441,972
Total assets		1,156,904		1,269,843		1,594,110		2,182,731		2,549,643
Total debt		439,752		491,216		676,331		1,013,184		1,186,225
Total liabilities		458,297		511,973		696,878		1,033,052		1,214,364
Total stockholders’ equity		698,607		757,870		897,232		1,149,679		1,335,279

(1)	In accordance with FASB Statement No. 144, we have reclassified the income and expenses attributable to the properties sold subsequent to January 1, 2002 through September 30, 2005 and attributable to the properties held for sale at September 30, 2005 to discontinued operations for all periods presented. See Note 15 to our audited consolidated financial statements.
(2)	Other operating expenses include loan expense, provision for loan losses and general and administrative expenses.
(3)	Effective January 1, 2003, in accordance with FASB Statement No. 145, we reclassified the losses on extinguishments of debt in 2001 and 2002 to income from continuing operations rather than as extraordinary items as previously required under FASB Statement No. 4.

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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. Other important factors are identified in “Item 1 — Business” in the Annual Report on Form 10-K for the year ended December 31, 2004.

Executive Overview

     Business

     Health Care REIT, Inc. is a self-administered, equity real estate investment trust that invests in health care facilities, primarily skilled nursing and assisted living facilities. We also invest in specialty care facilities. Founded in 1970, we were the first REIT to invest exclusively in health care facilities. As of December 31, 2004, long-term care facilities, which include skilled nursing and assisted living facilities, comprised approximately 93% of our investment portfolio. The following table summarizes our portfolio as of December 31, 2004:

	Investments (1)		Percentage of			Revenues (2)		Percentage of			Number of		Number of		Investment per		Number of		Number of
Type of Facility	(in thousands)		Investments			(in thousands)		Revenues			Facilities		Beds/Units		Bed/Unit (3)		Operators (4)		States (4)
Assisted Living Facilities	$	1,335,717		54	%	$	139,440		55	%		234		15,776	$	84,911		31		33
Skilled Nursing Facilities		965,328		39	%		98,677		39	%		152		20,975		46,023		20		24
Specialty Care Facilities		151,833		7	%		15,460		6	%		8		1,111		136,663		5		5
Totals	$	2,452,878		100	%	$	253,577		100	%		394		37,862

(1)	Investments include real estate investments and credit enhancements which amounted to $2,447,233,000 and $5,645,000, respectively.
(2)	Revenues include gross revenues and revenues from discontinued operations for the year ended December 31, 2004.
(3)	Investment per Bed/Unit was computed by using the total investment amount of $2,456,711,000 which includes real estate investments, credit enhancements and unfunded construction commitments for which initial funding has commenced which amounted to $2,447,233,000, $5,645,000 and $3,833,000, respectively.
(4)	We have investments in properties located in 35 states and managed by 50 different operators.

     Our primary objectives are to protect stockholders’ 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 primarily in long-term care facilities managed by experienced operators and diversify our investment portfolio by operator and geographic location.

     Substantially all of our revenues and sources of cash flows from operations are derived from operating lease rentals and interest earned on outstanding loans receivable. These items represent our primary source of liquidity to fund distributions and are dependent upon our operators’ continued ability to make contractual rent and interest payments to us. To the extent that our operators 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 health care facility and operator. Our monitoring process includes review of monthly financial statements for each facility, quarterly review of operator credit, annual facility 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 facility-specific data. Additionally, we conduct extensive research to ascertain industry trends and risks. Through these monitoring and research efforts, we are typically able to intervene at

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an early stage and address payment risk, and in so doing, support both the collectibility of revenue and the value of our investment.

     In addition to our monitoring and research efforts, we also structure our investments to help mitigate payment risk. We typically invest in or finance up to 90% of the appraised value of a property. 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 operator and its affiliates. As of December 31, 2004, 85% of our real property was subject to master leases, 96% of our real estate investments were cross-defaulted with other investments relating to the same operator and 78% of our real property loans were cross-collateralized with other loans to the same operator.

     For the year ended December 31, 2004, rental income and interest income represented 90% and 9%, respectively, of total gross revenues. Prior to June 2004, our standard lease structure contained fixed annual rental escalators, which were generally recognized on a straight-line basis over the initial lease period. Beginning in June 2004, our new standard lease structure contains annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the property. 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. This lease structure will initially generate lower revenues, net income and funds from operations compared to leases with fixed escalators that require straight-lining, but will enable us to generate additional organic growth and minimize non-cash straight-line rent over time. This change does not affect our cash flow or our ability to pay dividends. 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 anticipate making additional investments in health care related facilities. New investments are generally funded from temporary borrowings under our unsecured lines of credit arrangements, internally generated cash and the proceeds from sales of real property. Our investments generate internal cash from rent and interest receipts and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under the unsecured lines of credit arrangements, is expected to be provided through a combination of public and private offerings of debt and equity securities and the incurrence of secured debt. We believe our liquidity and various sources of available capital are sufficient to fund operations, meet debt service obligations (both principal and interest), make dividend distributions and finance future investments.

     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. During the year ended December 31, 2004, we completed $584,931,000 of gross new investments and had $62,584,000 of real property sales and mortgage loan payoffs, resulting in net investments of $522,347,000. We previously issued investment guidance indicating that we anticipated net new investments of $250,000,000 in 2005. We recently adjusted our net new investment guidance for 2005 to $200,000,000, due to the anticipated disposition of two investments totaling approximately $50,000,000 that were not in the original guidance. Although no additional investment payoffs have been specifically identified, we anticipate the potential repayment of certain mortgage loans receivable and the possible sale of additional real property. To the extent that mortgage 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 mortgage 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 lines of credit arrangements. At December 31, 2004, we had $19,763,000 of cash and cash equivalents and $189,000,000 of available borrowing capacity under our unsecured lines of credit arrangements.

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Key Transactions in 2004

We completed the following key transactions during the year ended December 31, 2004:

• our Board of Directors increased our quarterly dividend to $0.60 per share, which represented a one and one-half cent increase from the quarterly dividend of $0.585 paid for 2003. The dividend declared for the quarter ended December 31, 2004 represents the 135^th consecutive dividend payment;

• we expanded our primary unsecured line of credit arrangement from $225,000,000 to $310,000,000. The existing bank group, in conjunction with two new participants, First Tennessee Bank, N.A. and LaSalle Bank National Association, provided the additional capacity;

• we extended our $30,000,000 unsecured line of credit arrangement to May 2005;

• we issued 7,000,000 shares of 7.625% Series F Cumulative Redeemable Preferred Stock, generating approximately $169,107,000 of net proceeds;

• we issued $50,000,000 of senior unsecured notes due November 15, 2013, at an effective yield of 5.68%, generating approximately $50,708,000 of net proceeds;

• we filed a registration statement with the Securities and Exchange Commission on December 1, 2004 for the issuance of up to $1,081,794,619 of securities. We anticipate that this shelf registration will be effective in the first half of 2005;

• we completed $584,931,000 of new investments and had $62,584,000 of real property sales and mortgage loan payoffs; and

• our only remaining operator bankruptcy was resolved with the April 2004 bankruptcy court approval of the debtors’ plan of reorganization for Doctors Community Healthcare Corporation.

     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 available to common stockholders (“NICS”) is the most appropriate earnings measure. Other useful supplemental measures of our operating performance include funds from operations (“FFO”) and funds available for distribution (“FAD”); however, these supplemental measures are not defined by accounting principles generally accepted in the United States (“U.S. GAAP”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion of FFO and FAD and for reconciliations of FFO and FAD to NICS. NICS, FFO, FAD 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 for our operating performance measures (dollars in thousands, except per share data):

	Year Ended
	December 31		December 31		December 31
	2002		2003		2004
Net income available to common stockholders	$	55,191	$	70,732	$	72,634
Funds from operations		96,573		119,463		146,742
Funds available for distribution		87,317		104,535		132,950
Per share data (fully diluted):
Net income available to common stockholders	$	1.48	$	1.60	$	1.39
Funds from operations		2.59		2.70		2.82
Funds available for distribution		2.34		2.36		2.55

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     Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. Our leverage ratios include debt to book capitalization (“DBCR”) and debt to market capitalization (“DMCR”). The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt. We expect to maintain a DBCR between 40% and 50% and a DMCR between 30% and 40%. Our coverage ratios include interest coverage ratio (“ICR”) and fixed charge coverage ratio (“FCR”). The coverage ratios indicate our ability to service interest and fixed charges (interest plus preferred dividends). We expect to maintain an ICR in excess of 3.00 times and an FCR in excess of 2.50 times. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) which is discussed in further detail, and reconciled to net income, below in “Non-GAAP Financial Measures.” Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. The following table reflects the recent historical trends for our credit strength measures:

	Year Ended
	December 31			December 31			December 31
	2002			2003			2004
Debt to book capitalization ratio		43	%		47	%		47	%
Debt to market capitalization ratio		36	%		34	%		34	%
Interest coverage ratio		3.67	x		3.50	x		3.24	x
Fixed charge coverage ratio		2.84	x		3.01	x		2.77	x

     Concentration Risk. We evaluate our concentration risk in terms of asset mix, investment mix, operator 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 and related rights, is owned by us and leased to an operator pursuant to a long-term operating lease. Investment mix measures the portion of our investments that relate to our various facility types. We invest primarily in long-term care facilities. Operator mix measures the portion of our investments that relate to our top five operators. We try to limit our top five operators to 50% of our total real estate investments. Geographic mix measures the portion of our investments that relate to our top five states. We try to limit our top five states to 50% of our total real estate investments. The following table reflects our recent historical trends of concentration risk:

	December 31			December 31			December 31
	2002			2003			2004
Asset mix:
Real property		85	%		87	%		90	%
Loans receivable		14	%		11	%		9	%
Subdebt investments		1	%		2	%		1	%
Investment mix:
Assisted living facilities		57	%		60	%		54	%
Skilled nursing facilities		35	%		32	%		39	%
Specialty care facilities		8	%		8	%		7	%

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	December 31			December 31			December 31
	2002			2003			2004
Operator mix:
Emeritus Corporation					12	%		15	%
Southern Assisted Living, Inc.					11	%		8	%
Commonwealth Communities L.L.C.		13	%		10	%		8	%
Delta Health Group, Inc.								7	%
Home Quality Management, Inc.		8	%		7	%		7	%
Life Care Centers of America, Inc.		8	%		6	%
Merrill Gardens L.L.C.		9	%
Alterra Healthcare Corporation		7	%
Remaining operators		55	%		54	%		55	%
Geographic mix:
Florida		10	%		9	%		15	%
Massachusetts		15	%		13	%		14	%
North Carolina					10	%		8	%
Ohio		7	%		6	%		6	%
Texas		8	%		6	%		6	%
Tennessee		6	%
Remaining states		54	%		56	%		51	%

     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. This may be a result of various factors, including, but not limited to:

• the status of the economy;

• the status of capital markets, including prevailing interest rates;

• serious issues facing the health care industry, including compliance with, and changes to, regulations and payment policies and operators’ difficulty in obtaining and maintaining adequate liability and other insurance;

• changes in financing terms;

• competition within the health care and senior housing industries;

• negative developments in the operating results or financial condition of operators, including, but not limited to, their ability to pay rent and repay loans;

• the Company’s ability to transition or sell facilities with a profitable result;

• operator bankruptcies;

• government regulations affecting Medicare and Medicaid reimbursement rates;

• liability claims and insurance costs for our operators;

• unanticipated difficulties and/or expenditures relating to future acquisitions;

• environmental laws affecting our properties;

• delays in reinvestment of sale proceeds;

• changes in rules or practices governing the Company’s financial reporting; and

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• structure related factors, including REIT qualification, anti-takeover provisions and key management personnel.

     Management regularly monitors the economic and other factors listed above. We 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 “Forward-Looking Statements and Risk Factors” below for further discussion of these risk factors.

     Portfolio Update

     Payment coverages in our portfolio continue to improve. Our overall payment coverage is at 1.78 times and represents an increase of 25 basis points from the prior year. The table below is a summary of the key performance measures for our portfolio. Census and payor mix data reflects the three months ended September 30, 2004. Coverage data reflects the 12 months ended September 30, 2004.

										Coverage Data
				Payor Mix
										Before		After
	Census			Private			Medicare			Management Fees		Management Fees
Assisted Living Facilities		87	%		86	%		0	%		1.45x		1.23x
Skilled Nursing Facilities		87	%		16	%		15	%		2.11x		1.62x
Specialty Care Facilities		66	%		23	%		40	%		2.69x		2.08x
Weighted Averages											1.78x		1.44x

     Assisted Living Portfolio. At December 31, 2004, our assisted living portfolio was comprised of 234 facilities with 15,776 units and an investment balance of $1,335,717,000. The stabilized portfolio was comprised of 230 facilities with 15,115 units, an investment balance of $1,298,820,000, and payment coverage of 1.45 times, an increase of 14 basis points from the prior year. Our fill-up and construction properties remained within our stated goal of having no more than 10% to 15% of the portfolio in construction and fill-up. We currently have two assisted living facilities remaining in fill-up, representing less than 1% of our revenues. Only one facility has occupancy of less than 50%. Finally, we have two assisted living facilities in construction.

     Skilled Nursing Portfolio. At December 31, 2004, our skilled nursing portfolio was comprised of 152 facilities with 20,975 beds and an investment balance of $965,328,000. Average occupancies have risen from a low of 81% in the third quarter of 2000 to 87% in the third quarter of 2004. Our payment coverage remains strong at 2.11 times, an increase of 36 basis points from the prior year.

     Specialty Care Portfolio. At December 31, 2004, our specialty care portfolio was comprised of eight facilities with 1,111 beds and an investment balance of $151,833,000. Our payment coverage remains strong at 2.69 times, an increase of 77 basis points from the prior year.

     Corporate Governance

     Maintaining investor confidence and trust has become increasingly important in today’s business environment. Health Care REIT, Inc.’s 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. In March 2004, the Board of Directors adopted its Corporate Governance Guidelines. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on our Web site at www.hcreit.com and from us upon written request sent to the Vice President and Corporate Secretary, Health Care REIT, Inc., One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio, 43603-1475.

     On July 30, 2002, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002 (“SOX”). SOX is designed to protect investors by improving the accuracy and reliability of corporate disclosures. SOX directed the Securities and Exchange Commission (“SEC”) to promulgate all necessary rules and regula-

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tions. We believe we are in compliance with all of the new listing guidelines of the NYSE relating to corporate governance as well as the applicable provisions of SOX and the rules of the SEC adopted under SOX. The following is a summary of some of the important SOX related corporate governance initiatives for which we are compliant.

• Prohibition on director/officer loans — effective July 2002, new officer and director loans are prohibited;

• CEO/CFO certifications — beginning with the Form 10-Q for the period ended September 30, 2002, we provide the required CEO and CFO certifications attesting to the effectiveness of our disclosure controls and procedures for all necessary SEC filings;

• Acceleration of Section 16 reports — we continue to meet the two day filing requirement for Section 16 reports, effective August 29, 2002, and we submit them electronically as of June 30, 2003;

• Form 8-K Item 12 — our quarterly earnings releases are now furnished to the SEC via Form 8-K Item 12 (renumbered as Item 2.01 effective as of August 23, 2004) beginning with the quarter ended March 31, 2003;

• Non-GAAP financial measures — all public disclosures issued subsequent to March 28, 2003 contain the required reconciliations and discussion of non-GAAP financial measures. Our primary non-GAAP financial measures are FFO, FAD and EBITDA;

• Off-balance sheet arrangements and contractual obligations — we have always reported these items and adopted the new disclosure format beginning with our Annual Report on Form 10-K for the year ended December 31, 2003;

• Prohibition on hiring former employees of the independent registered public accounting firm — effective May 2003, we may not hire former team members of our independent registered public accounting firm unless they have passed the “cooling-off period” as defined by the SEC;

• Pre-approval of non-audit services — the Audit Committee of the Board of Directors adopted a pre-approval policy in May 2003 and has continued to refine it as the SEC issues additional interpretations and guidance. A description of the current pre-approval policy can be found in our Proxy Statement for the 2004 Annual Meeting of Stockholders (“Proxy Statement”);

• Audit Committee financial expert — the Board has determined that at least one member of the Audit Committee satisfies the definition of a “financial expert” and we have made the required disclosures in our Proxy Statement;

• Filing deadline accelerations — we have met and plan to continue to meet the SEC’s staged acceleration plan regarding Forms 10-Q and 10-K filing deadlines;

• Code of ethics — in connection with the adoption of our Corporate Governance Guidelines in March 2004, we adopted a Code of Business Conduct and Ethics that is applicable to all of our directors, officers and employees. Our Code of Business Conduct and Ethics is available on our Web site at www.hcreit.com;

• Independence — seven of our nine directors are independent and all members of our audit, compensation and nominating/corporate governance committees are independent. At each Board meeting, the non-management directors meet in a special session. Mr. Ballard, the chairman of the nominating/corporate governance committee, is the Presiding Director of such sessions;

• Whistleblower mechanism — on January 28, 2004, the Audit Committee approved procedures for (a) the receipt, retention and treatment of complaints that we receive regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Information regarding our Corporate Governance Hotline is available on our Web site at www.hcreit.com; and

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• Disclosures regarding committee functions and communications between security holders and the Board — beginning with the 2004 Proxy Statement, we have made the required disclosures regarding the independence and functions of the committees of the Board of Directors and have provided our security holders with information so they can communicate with our Board of Directors or any specific director.

     In addition to the items discussed above, the SEC has issued its final rules regarding compliance with SOX Section 404, Management Assessment of Internal Controls (“SOX404”). Pursuant to SOX404, we must develop enhanced procedures to understand, document, evaluate and monitor our internal controls and procedures for financial statement purposes. Beginning with the Annual Report on Form 10-K for the year ended December 31, 2004, we must provide an assessment report from management on the effectiveness of our internal controls. In addition, our independent registered public accounting firm must attest to and report on management’s assertions. See “Item 9A — Controls and Procedures” of the Annual Report on Form 10-K for the year ended December 31, 2004 for additional information. We implemented a SOX404 compliance plan in April 2003 and have completed all necessary documentation and testing of our internal controls in time to provide the required management report for the current year. To date, we have incurred costs (both internal and external) related to SOX404 and other corporate governance compliance initiatives and we anticipate that we will incur additional costs. These costs are included in general and administrative expenses.

Liquidity and Capital Resources

     Sources and Uses of Cash

     Our primary sources of cash include rent and interest receipts, borrowings under unsecured lines of credit arrangements, 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 acquisitions, loan advances and general and administrative expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows (dollars in thousands):

	Year Ended						One Year Change						Year Ended			One Year Change						Two Year Change
	Dec. 31, 2002			Dec. 31, 2003			$			%			Dec. 31, 2004			$			%			$			%
Cash and cash equivalents at beginning of period	$	9,826		$	9,550		$	(276	)		-3	%	$	124,496		$	114,946			1204	%	$	114,670			1167	%
Cash provided from (used in) operating activities		105,367			129,521			24,154			23	%		144,025			14,504			11	%		38,658			37	%
Cash provided from (used in) investing activities		(353,430	)		(388,746	)		(35,316	)		10	%		(507,362	)		(118,616	)		31	%		(153,932	)		44	%
Cash provided from (used in) financing activities		247,787			374,171			126,384			51	%		258,604			(115,567	)		-31	%		10,817			4	%
Cash and cash equivalents at end of period	$	9,550		$	124,496		$	114,946			1204	%	$	19,763		$	(104,733	)		-84	%	$	10,213			107	%

     Operating Activities. The increases in net cash provided from operating activities are primarily attributable to increases in net income and the provision for depreciation offset by changes in receivables and other assets. Net income and the provision for depreciation increased primarily as a result of net new investments in properties owned by us. See the discussion of investing activities below for additional details. To the extent that we acquire or dispose of additional properties in the future, our provision for depreciation will change accordingly. Changes in receivables and other assets are primarily due to timing of cash receipts relating to rent, debt service and other contractual obligations and the fair value of our interest rate swap agreements.

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     Investing Activities. The increases in net cash used in investing activities are primarily attributable to increases in net real property investments. At December 31, 2004, 90% of our real estate investments were real property investments. The investment activity during the year ended December 31, 2004 was approximately 95% real property investments and 5% loans. Investments for the year ended December 31, 2004 included the acquisition of 22 assisted living facilities and 52 skilled nursing facilities for $518,891,000, including the assumption of debt totaling $14,555,000. The remaining $38,211,000 of real property investments relates primarily to funding of construction and renovations on existing facilities. Of this amount, $9,523,000 related to construction advances on two assisted living facilities. For the same period in 2003, we acquired 69 assisted living facilities and 26 skilled nursing facilities for $474,385,000. The prior year acquisitions included the assumption of debt totaling $101,243,000 and the issuance of preferred stock totaling $26,500,000, resulting in $346,643,000 of cash disbursed for the acquisitions. In addition, we advanced $63,770,000 relating to construction and renovations on existing facilities. Of this amount, $29,496,000 related to construction advances on three assisted living facilities and one specialty care facility. We converted $36,794,000 of completed construction projects relating to one assisted living facility and the specialty care facility into operating lease properties in 2003. For the same period in 2002, we acquired 24 assisted living facilities, 21 skilled nursing facilities and one specialty care facility for $354,672,000. The 2002 acquisitions included the assumption of debt which reduced the amount funded by $2,248,000, resulting in $352,424,000 of cash disbursed for the acquisitions. In addition, we advanced $57,282,000 relating to construction and renovations on existing facilities. Of this amount, $19,595,000 related to construction advances on three assisted living facilities and one specialty care facility.

     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, preferred stock issuances and redemptions, common stock issuances and cash distributions to stockholders. In September 2002, we issued $150,000,000 of 8.0% senior unsecured notes, maturing in September 2012, at an effective yield of 8.05%. In March 2003, we issued $100,000,000 of 8.0% senior unsecured notes, maturing in September 2012, at an effective yield of 7.40%. These notes were an add-on to the $150,000,000 senior unsecured notes issued in September 2002. In November 2003, we issued $250,000,000 of 6.0% senior unsecured notes, maturing in November 2013, at an effective yield of 6.01%. In September 2004, we issued $50,000,000 of 6.0% senior unsecured notes, maturing in November 2013, at an effective yield of 5.68%. These notes were an add-on to the $250,000,000 senior unsecured notes issued in November 2003. We extinguished $40,000,000 of 8.0% senior unsecured notes that matured in April 2004.

     There was no preferred stock activity for the year ended December 31, 2002. In July 2003, we closed on a public offering of 4,000,000 shares of 7.875% Series D Cumulative Redeemable Preferred Stock, which generated net proceeds of approximately $96,850,000. The shares have a liquidation value of $25 per share. The preferred stock, which has no stated maturity, may be redeemed by us on or after July 9, 2008. A portion of the proceeds from this offering were used to redeem all 3,000,000 shares of our 8.875% Series B Cumulative Redeemable Preferred Stock on July 15, 2003, at a redemption price of $25 per share plus accrued and unpaid dividends.

     In September 2003, we issued 1,060,000 shares of 6% Series E Cumulative Convertible and Redeemable Preferred Stock as partial consideration for an acquisition of assets by us, with the shares valued at $26,500,000 for such purposes. The shares were issued to Southern Assisted Living, Inc. and certain of its shareholders without registration in reliance upon the federal statutory exemption of Section 4(2) of the Securities Act of 1933, as amended. The shares have a liquidation value of $25 per share. The preferred stock, which has no stated maturity, may be redeemed by us on or after August 15, 2008. The preferred shares are convertible into common stock at a conversion price of $32.66 per share at any time. As of December 31, 2004, certain holders of our Series E Preferred Stock have converted 709,955 shares into 543,438 shares of our common stock, leaving 350,045 of such shares outstanding at December 31, 2004.

     In September 2004, we closed on a public offering of 7,000,000 shares of 7.625% Series F Cumulative Redeemable Preferred Stock, which generated net proceeds of approximately $169,107,000. The shares have a liquidation value of $25 per share. The preferred stock, which has no stated maturity, may be redeemed by us

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on or after September 14, 2009. The proceeds were used to repay borrowings under our unsecured lines of credit arrangements and to invest in additional health care properties.

     The change in common stock issuances is primarily attributable to public and private issuances in 2002 and 2003. In February 2002, we issued 906,000 shares of common stock, $1 par value, at a price of $27.59 per share, which generated net proceeds of approximately $23,657,000. In May 2002, we issued 3,450,000 shares of common stock, $1 par value, at a price of $28.00 per share, which generated net proceeds of approximately $91,578,000. In November 2002, we issued 930,000 shares of common stock, $1 par value, at a price of $26.90 per share, which generated net proceeds of approximately $24,952,000.

     In July 2003, we issued 1,583,100 shares of common stock, $1 par value, at a price of $30.32 per share, which generated net proceeds of approximately $47,950,000. In September 2003, we issued 3,200,000 shares of common stock, $1 par value, at a price of $30.25 per share, which generated net proceeds of approximately $91,583,000. In October 2003, we issued an additional 480,000 shares of common stock pursuant to the over-allotment exercise, which generated net proceeds of approximately $13,795,000.

     The remaining difference in common stock issuances is primarily related to our dividend reinvestment and stock purchase plan (“DRIP”), stock option exercises, restricted stock grants and preferred stock conversions. During the year ended December 31, 2002, we issued 355,000 shares of common stock pursuant to our DRIP, which generated net proceeds of $9,572,000. In May 2003, we instituted our enhanced DRIP. Existing stockholders, in addition to reinvesting dividends, may purchase up to $5,000 of common stock per month at a discount. Previously, stockholders could only purchase once per quarter. During the year ended December 31, 2004, we issued 1,533,000 shares of common stock pursuant to our DRIP, which generated net proceeds of approximately $51,575,000 as compared to 2,277,000 shares issued and $68,860,000 of net proceeds generated for the same period in 2003. As of February 28, 2005, we had an effective registration statement on file with the Securities and Exchange Commission under which we may issue up to 6,314,213 shares of common stock pursuant to our DRIP. As of February 28, 2005, 4,357,361 shares of common stock remained available for issuance under this registration statement.

     In order to qualify as a REIT for federal income tax purposes, we must distribute at least 90% of our taxable income (excluding capital gains) to our stockholders. During the year ended December 31, 2004, we paid dividends totaling $122,987,000 (or $2.385 per share) and $12,737,000 to holders of our common stock and preferred stock, respectively. For the same periods in 2003, we paid dividends totaling $101,863,000 (or $2.34 per share) and $9,218,000 to holders of our common stock and preferred stock, respectively. For the same periods in 2002, we paid dividends totaling $84,671,000 (or $2.34 per share) and $12,468,000 to holders of our common stock and preferred stock, respectively. The increase in common stock dividends is primarily attributable to the increase in common stock outstanding as discussed below in “Results of Operations.”

     Off-Balance Sheet Arrangements

     We have guaranteed the payment of industrial revenue bonds for one assisted living facility in the event that the present owner defaults upon its obligations. In consideration for this guaranty, we receive and recognize fees annually related to this arrangement. This guaranty expires upon the repayment of the industrial revenue bonds which currently mature in 2009. At December 31, 2004, we were contingently liable for $3,195,000 under this guaranty.

     We have an outstanding letter of credit issued for the benefit of certain insurance companies that provide workers’ compensation insurance to one of our tenants. Our obligation under the letter of credit matures in 2009. At December 31, 2004, our obligation under the letter of credit was $2,450,000.

     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 our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. As of December 31, 2004, we participated in two interest rate swap

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agreements related to our long-term debt. Our interest rate swaps are discussed below in “Contractual Obligations.”

     Contractual Obligations

     The following table summarizes our payment requirements under contractual obligations as of December 31, 2004 (in thousands):

	Payments Due by Period
			Less than						More than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Unsecured lines of credit arrangements (1)	$	340,000	$	30,000	$	310,000	$	0	$	0
Senior unsecured notes		875,000				225,000		100,000		550,000
Secured debt		160,225		6,276		17,981		23,472		112,496
Contractual interest obligations		571,375		83,630		150,137		105,568		232,041
Capital lease obligations Operating lease obligations		16,036		1,778		2,341		1,857		10,060
Purchase obligations		86,648		7,646		63,110		4,500		11,392
Other long-term liabilities
Total contractual obligations	$	2,049,284	$	129,330	$	768,569	$	235,397	$	915,989

(1) Unsecured lines of credit arrangements reflected at 100% capacity.

     We have an unsecured credit arrangement with a consortium of eight banks providing for a revolving line of credit (“revolving credit”) in the amount of $310,000,000, which expires on May 15, 2006 (with the ability to extend for one year at our discretion if we are in compliance with all covenants). The agreement specifies that borrowings under the revolving credit are subject to interest payable in periods no longer than three months at either the agent bank’s prime rate of interest or 1.3% over LIBOR interest rate, at our option (3.7375% at December 31, 2004). In addition, we pay a commitment fee based on an annual rate of 0.325% and an annual agent’s fee of $50,000. Principal is due upon expiration of the agreement. We have another unsecured line of credit arrangement with a consortium of three banks for a total of $30,000,000, which expires May 31, 2005. Borrowings under this line of credit are subject to interest at either the lead bank’s prime rate of interest (5.25% at December 31, 2004) or 2.0% over LIBOR interest rate, at our option, and are due on demand. At December 31, 2004, we had $151,000,000 outstanding under the unsecured lines of credit arrangements and estimated total contractual interest obligations of $6,410,000. Contractual interest obligations are estimated based on the assumption that the balance of $151,000,000 at December 31, 2004 is constant until maturity at interest rates in effect at December 31, 2004.

     We have $875,000,000 of senior unsecured notes with fixed annual interest rates ranging from 6% to 8.17%, payable semi-annually. Total contractual interest obligations on senior unsecured notes totaled $394,191,000 at December 31, 2004. Additionally, we have 32 mortgage loans totaling $160,225,000, collateralized by health care facilities, with fixed annual interest rates ranging from 5.5% to 12%, payable monthly. The carrying values of the health care properties securing the mortgage loans totaled $233,591,000 at December 31, 2004. Total contractual interest obligations on mortgage loans totaled $139,454,000 at December 31, 2004.

     On May 6, 2004, we entered into two interest rate swap agreements (the “Swaps”) for a total notional amount of $100,000,000 to hedge changes in fair value attributable to changes in the LIBOR swap rate of $100,000,000 of fixed rate debt with a maturity date of November 15, 2013. The Swaps are treated as fair-value hedges for accounting purposes and we utilize the short-cut method in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. The Swaps are with highly rated counterparties in which we receive a fixed rate of 6% and pay a

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variable rate based on six-month LIBOR plus a spread. At December 31, 2004, total contractual interest obligations were estimated to be $31,320,000.

     At December 31, 2004, we had operating lease obligations of $16,036,000 relating to our office space, six assisted living facilities and three skilled nursing facilities.

     Purchase obligations are comprised of unfunded construction commitments and contingent purchase obligations. At December 31, 2004, we had outstanding construction financings of $26,183,000 ($25,463,000 for leased properties and $720,000 for construction loans) and were committed to providing additional financing of approximately $3,833,000 to complete construction. At December 31, 2004, we had contingent purchase obligations totaling $82,815,000. These contingent purchase obligations primarily relate to deferred acquisition fundings. Deferred acquisition fundings are contingent upon a tenant satisfying certain conditions in the lease. Upon funding, amounts due from the tenant are increased to reflect the additional investment in the property.

     Capital Structure

     As of December 31, 2004, we had stockholders’ equity of $1,335,279,000 and a total outstanding debt balance of $1,186,225,000, which represents a debt to total book capitalization ratio of 47%. Our ratio of debt to market capitalization was 34% at December 31, 2004. For the year ended December 31, 2004, our coverage ratio of EBITDA to interest was 3.24 to 1.00. For the year ended December 31, 2004, our coverage ratio of EBITDA to fixed charges was 2.77 to 1.00. Also, at December 31, 2004, we had $19,763,000 of cash and cash equivalents and $189,000,000 of available borrowing capacity under our unsecured lines of credit arrangements.

     Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions 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, 2004, we were in compliance with all of the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our unsecured lines of credit arrangements, the ratings on our senior unsecured notes are used to determine the fees and interest payable.

     Our senior unsecured notes are rated Baa3 (stable), BBB- (stable) and BBB- (positive) by Moody’s Investors Service, Standard and Poor’s Investor Service and Fitch Ratings, respectively. We plan to manage the Company to maintain investment grade status with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the noted rating agencies could have a material adverse impact on our cost and availability of capital, which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

     As of February 28, 2005, we had an effective shelf registration statement on file with the Securities and Exchange Commission under which we may issue up to $356,794,619 of securities including debt securities, common and preferred stock, depositary shares, warrants and units. We filed a registration statement with the Securities and Exchange Commission on December 1, 2004 for the issuance of up to $1,081,794,619 of securities to replace the existing shelf registration. We anticipate that this shelf registration will be effective in the first half of 2005. Also, as of February 28, 2005, we had an effective registration statement on file in connection with our enhanced DRIP program under which we may issue up to 6,314,213 shares of common stock. As of February 28, 2005, 4,357,361 shares of common stock remained available for issuance under this registration statement. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional health care facilities and to repay borrowings under our unsecured lines of credit arrangements.

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Results of Operations

																	Two Year
	Year Ended				One Year Change					Year Ended		One Year Change					Change
	Dec. 31, 2002		Dec. 31, 2003		$		%			Dec. 31, 2004		$		%			$		%
Net income available to common stockholders	$	55,191	$	70,732	$	15,541		28	%	$	72,634	$	1,902		3	%	$	17,443		32	%
Funds from operations		96,573		119,463		22,890		24	%		146,742		27,279		23	%		50,169		52	%
Funds available for distribution		87,317		104,535		17,218		20	%		132,950		28,415		27	%		45,633		52	%
EBITDA		155,208		199,349		44,141		28	%		238,264		38,915		20	%		83,056		54	%

     Net income available to common stockholders for the year ended December 31, 2004 totaled $72,634,000, or $1.39 per diluted share, as compared with $70,732,000, or $1.60 per diluted share, for the same period in 2003 and $55,191,000, or $1.48 per diluted share, for the same period in 2002. Net income available to common stockholders increased on a year-to-date basis primarily due to an increase in rental income offset by increases in interest expense and provision for depreciation. These changes are discussed in further detail below. Although net income available to common stockholders increased by 3% from 2003 and 32% from 2002, it decreased on a per share basis primarily due to significantly higher outstanding shares. On a fully diluted basis, average common shares outstanding for the year ended December 31, 2004 were 52,082,000, an 18% increase from 44,201,000 for the same period in 2003 and a 40% increase from 37,301,000 for the same period in 2002. The increase in fully diluted average common shares outstanding is primarily the result of public and private common stock offerings, common stock issuances pursuant to our DRIP and conversions of preferred stock into common stock. The following table represents the changes in outstanding common stock for the period from January 1, 2003 to December 31, 2004 (amounts in thousands):

	Year Ended
	Dec. 31, 2003		Dec. 31, 2004		Totals
Beginning balance		40,086		50,361		40,086
Public/private offerings		5,263				5,263
DRIP issuances		2,277		1,533		3,810
Preferred stock conversions		2,224		369		2,593
Other issuances		511		662		1,173
Ending balance		50,361		52,925		52,925

     FFO for the year ended December 31, 2004 totaled $146,742,000, or $2.82 per diluted share, as compared with $119,463,000, or $2.70 per diluted share, for the same period in 2003 and $96,573,000, or $2.59 per diluted share, for the same period in 2002. The increase in FFO is primarily due to increases in net income available to common stockholders and the provision for depreciation. FAD for the year ended December 31, 2004 totaled $132,950,000, or $2.55 per diluted share, as compared to $104,535,000, or $2.36 per diluted share, for the same period in 2003 and $87,317,000, or $2.34 per diluted share, for the same period in 2002. The increase in FAD is primarily due to increases in net income available to common stockholders and the provision for depreciation offset by changes in rental income in excess of cash received. Please refer to the discussion of “Non-GAAP Financial Measures” below for further information regarding FFO and FAD and for reconciliations of FFO and FAD to NICS.

     EBITDA for the year ended December 31, 2004 totaled $238,264,000, as compared with $199,349,000 for the same period in 2003 and $155,208,000 for the same period in 2002. The increase in EBITDA is primarily due to increases in net income, interest expense and provision for depreciation. Our coverage ratio of EBITDA to total interest was 3.24 times for the year ended December 31, 2004 as compared with 3.50 times for the same period in 2003 and 3.67 times for the same period in 2002. Our coverage ratio of EBITDA to fixed charges was 2.77 times for the year ended December 31, 2004 as compared with 3.01 times for the same period in 2003 and 2.84 times for the same period in 2002. Our coverage ratios declined from the prior years primarily due to the fact that interest expense increased 29% to $73,431,000 from $56,912,000 in 2003 and

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74% from $42,271,000 in 2002, whereas EBITDA only increased by 20% from 2003 and 54% from 2002. The increase in interest expense is discussed in further detail below. Please refer to the discussion of “Non-GAAP Financial Measures” below for further information regarding EBITDA and a reconciliation of EBITDA and net income.

     Revenues were comprised of the following (dollars in thousands):

	Year Ended				One Year Change						Year Ended		One Year Change						Two Year Change
	Dec. 31, 2002		Dec. 31, 2003		$			%			Dec. 31, 2004		$			%			$			%
Rental income	$	113,429	$	163,787	$	50,358			44	%	$	218,510	$	54,723			33	%	$	105,081			93	%
Interest income		26,525		20,768		(5,757	)		-22	%		22,818		2,050			10	%		(3,707	)		-14	%
Transaction fees and other income		2,802		3,759		957			34	%		2,432		(1,327	)		-35	%		(370	)		-13	%
Prepayment fees												50		50			n/a			50			n/a
Totals	$	142,756	$	188,314	$	45,558			32	%	$	243,810	$	55,496			29	%	$	101,054			71	%

     The increase in gross revenues is primarily attributable to increased rental income resulting from the acquisitions of new properties for which we receive rent offset by sales of real property. Investments for the year ended December 31, 2004 included the acquisition of 22 assisted living facilities and 52 skilled nursing facilities for $518,891,000, including the assumption of debt totaling $14,555,000. The remaining $38,211,000 of real property investments related primarily to funding of construction and renovations on existing facilities. Of this amount, $9,523,000 related to construction advances on two assisted living facilities. For the same period in 2003, we acquired 69 assisted living facilities and 26 skilled nursing facilities for $474,385,000. However, the prior year acquisitions included the assumption of debt totaling $101,243,000 and the issuance of preferred stock totaling $26,500,000, resulting in $346,643,000 of cash disbursed for the acquisitions. In addition, we advanced $63,770,000 relating to construction and renovations on existing facilities. Of this amount, $29,496,000 related to construction advances on three assisted living facilities and one specialty care facility. We converted $36,794,000 of completed construction projects relating to one assisted living facility and the specialty care facility into operating lease properties in 2003. For the same period in 2002, we acquired 24 assisted living facilities, 21 skilled nursing facilities and one specialty care facility for $354,672,000. However, the 2002 acquisitions included the assumption of debt which reduced the amount funded by $2,248,000, resulting in $352,424,000 of cash disbursed for the acquisitions. In addition, we advanced $57,282,000 relating to construction and renovations on existing facilities. Of this amount, $19,595,000 related to construction advances on three assisted living facilities and one specialty care facility. During the year ended December 31, 2004, we sold four assisted living facilities, two skilled nursing facilities and one specialty care facility, generating $37,567,000 of net proceeds. For the same period in 2003, we sold 14 assisted living facilities, two skilled nursing facilities and one parcel of land, generating $65,455,000 of net proceeds. For the same period in 2002, we sold nine assisted living facilities, generating $52,279,000 of net proceeds. Please refer to Note 15 of our audited financial statements for amounts excluded from rental income related to properties reclassified as discontinued operations.

     As discussed above, prior to June 2004, our standard lease structure contained fixed annual rental escalators, which were generally recognized on a straight-line basis over the minimum lease period. Beginning in June 2004, our new standard lease structure contains annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the property. 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. While this change does not affect our cash flow or our ability to pay dividends, it is anticipated that we will generate additional organic growth and minimize non-cash straight-line rent over time. 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. As of December 31, 2004, we had no leases expiring prior to 2009.

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     Interest income decreased from 2002 primarily due to lower average yields on our loans receivable and non-recognition of interest income related to loans on non-accrual. Interest income increased from 2003 primarily due to a full year of interest income on loans made in 2003 and recognition of interest income related to our mortgage loans with Doctors Community Healthcare Corporation as a result of the bankruptcy resolution. Transaction fees and other income fluctuated primarily due to the $902,000 gain from the sale of our investment in Atlantic Healthcare Finance L.P. in October 2003 and the resulting lack of income subsequent to the date of sale.

     Expenses were comprised of the following (dollars in thousands):

	Year Ended				One Year Change						Year Ended		One Year Change						Two Year Change
	Dec. 31, 2002		Dec. 31, 2003		$			%			Dec. 31, 2004		$			%			$			%
Interest expense	$	35,946	$	50,460	$	14,514			40	%	$	69,879	$	19,419			38	%	$	33,933			94	%
Provision for depreciation		31,619		45,423		13,804			44	%		69,250		23,827			52	%		37,631			119	%
General and administrative		9,665		11,483		1,818			19	%		16,585		5,102			44	%		6,920			72	%
Loan expense		2,373		2,921		548			23	%		3,393		472			16	%		1,020			43	%
Impairment of assets		2,298		2,792		494			21	%		314		(2,478	)		-89	%		(1,984	)		-86	%
Loss on extinguishment of debt		403				(403	)		n/a											(403	)		n/a
Provision for loan losses		1,000		2,870		1,870			187	%		1,200		(1,670	)		-58	%		200			20	%
Totals	$	83,304	$	115,949	$	32,645			39	%	$	160,621	$	44,672			39	%	$	77,317			93	%

     The increase in total expenses is primarily attributable to increases in interest expense, the provision for depreciation and general and administrative expenses. The increases in interest expense are primarily due to higher average borrowings and changes in the amount of capitalized interest offsetting interest expense. This was partially offset by lower average interest rates and savings generated from interest rate swap agreements. In September 2002, we issued $150,000,000 of 8.0% senior unsecured notes, maturing in September 2012, at an effective yield of 8.05%, resulting in 12 months of expense in the current year as compared to three months of expense in 2002 and 12 months of expense in 2003. In March 2003, we issued $100,000,000 of 8.0% senior unsecured notes, maturing in September 2012, at an effective yield of 7.40%, resulting in nine months of interest expense in 2003 compared to 12 months of expense in the current year. In November 2003, we issued $250,000,000 of 6.0% senior unsecured notes, maturing in November 2013, resulting in 12 months of expense in the current year as compared to no expense in 2002 and one month of expense in 2003. In September 2004, we issued $50,000,000 of 6.0% senior unsecured notes, maturing in November 2013, at an effective yield of 5.68% resulting in three months of expense in the current year as compared to no expense in the prior years. Additionally, during the year ended December 31, 2004 we had an average daily outstanding balance of $54,770,000 under our unsecured lines of credit arrangements compared to $61,677,000 and $69,180,000 during the same periods in 2003 and 2002, respectively. Also, in 2004, we assumed $14,555,000 of secured debt with weighted average interest rates of 7.50% in conjunction with new acquisitions. In 2003, we assumed $101,243,000 of secured debt with weighted average interest rates of 7.39% in conjunction with new acquisitions. In 2002, we assumed $2,248,000 of secured debt with weighted average interest rates of 7.75% in conjunction with new acquisitions. Effective April 15, 2004, we repaid our $40,000,000 8.0% senior unsecured notes, which will result in a decrease of interest expense of $3,200,000 on an annualized basis. If we borrow under our unsecured lines of credit arrangements, issue additional senior unsecured notes or assume additional secured debt, our interest expense will increase. Please refer to Note 15 of our audited financial statements for amounts excluded from interest expense related to properties reclassified as discontinued operations.

     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 borrowings 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. Capitalized interest for the years ended December 31, 2002, 2003 and 2004 totaled $170,000, $1,535,000 and $875,000, respectively.

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     On May 6, 2004, we entered into two interest rate swap agreements (the “Swaps”) for a total notional amount of $100,000,000 to hedge changes in fair value attributable to changes in the LIBOR swap rate of $100,000,000 of fixed rate debt with a maturity date of November 15, 2013. The Swaps are treated as fair-value hedges for accounting purposes and we utilize the short-cut method in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended. The Swaps are with highly rated counterparties in which we receive a fixed rate of 6.0% and pay a variable rate based on six-month LIBOR plus a spread. For the year ended December 31, 2004, we generated $1,770,000 of savings related to our Swaps that was recorded as a reduction of interest expense. We had no interest rate swap agreements outstanding at December 31, 2003 or December 31, 2002.

     The provision for depreciation increased primarily as a result of additional investments in properties owned directly by us offset by sales of real property. See the discussion of rental income above for additional details. To the extent that we acquire or dispose of additional properties in the future, our provision for depreciation will change accordingly. Please refer to Note 15 of our audited financial statements for amounts excluded from the provision for depreciation related to properties reclassified as discontinued operations.

     General and administrative expenses as a percentage of revenues (including revenues from discontinued operations) for the year ended December 31, 2004, were 6.54% as compared with 5.55% and 5.79% for the same periods in 2003 and 2002, respectively. Approximately one-half of the increases from 2002 and 2003 are related to costs associated with our initiatives to attract and retain appropriate personnel to achieve our business objectives. The remainder is comprised of increases relating to professional services fees (including costs associated with SOX compliance), taxes and transition costs associated with the removal of an underperforming operator in December 2004.

     The increase in loan expense was primarily due to the additional amortization of costs related to amending our primary unsecured line of credit arrangement, costs related to obtaining consents to modify the covenant packages of our senior unsecured notes and costs related to senior unsecured notes issued in 2003 and 2004.

     In May 2003, we announced the amendment and extension of our primary unsecured line of credit arrangement. The line of credit was expanded to $225,000,000 and extended to expire in May 2006 (with the ability to extend for one year at our discretion if we are in compliance with all covenants). In August 2003, we further amended the line of credit to modify certain financial covenants that enhanced our financial flexibility and aligned our covenant package with other investment-grade REITs. Finally, in December 2003 and January 2004, we expanded this line of credit to $310,000,000.

     In August and September 2003, we solicited the consents of registered holders of our senior unsecured notes to the adoption of certain amendments to the supplemental indentures to modify the indentures to require us to (a) limit the use of secured debt to 40% of undepreciated assets, (b) limit total debt to 60% of undepreciated total assets, and (c) maintain total unencumbered assets at 150% of total unsecured debt. These amendments to all of our then outstanding senior unsecured notes were intended to modernize the covenant package and make it consistent with other investment-grade REITs.

     During the year ended December 31, 2004, it was determined that the projected undiscounted cash flows from a property did not exceed its related net book value and an impairment charge of $314,000 was recorded to reduce the property to its estimated fair market value. The estimated fair market value was determined by an offer to purchase received from a third party. During the year ended December 31, 2003, it was determined that the projected undiscounted cash flows from a property did not exceed its related net book value and an impairment charge of $2,792,000 was recorded to reduce the property to its estimated fair market value. The estimated fair market value of the property was determined by an independent appraisal. During the year ended December 31, 2002, it was determined that the projected undiscounted cash flows from three properties did not exceed their related net book values and impairment charges of $2,298,000 were recorded to reduce the properties to their estimated fair market values. The estimated fair market values of the properties were determined by offers to purchase received from third parties or estimated net sales proceeds.

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     In April 2002, we purchased $35,000,000 of our outstanding senior unsecured notes that were due in 2003 and recorded a charge of $403,000 in connection with this early extinguishment. No such transactions or charges occurred in 2003 or 2004.

     The provision for loan losses is related to our critical accounting estimate for the allowance for loan losses and is discussed below in “Critical Accounting Policies.” Due to collectibility concerns related to portions of our loan portfolio, we increased our allowance for losses on loans receivable by an additional $1,870,000 for the year ended December 31, 2003.

     Other items were comprised of the following (dollars in thousands):

	Year Ended						One Year Change						Year Ended			One Year Change						Two Year Change
	Dec. 31, 2002			Dec. 31, 2003			$			%			Dec. 31, 2004			$			%			$			%
Gain (loss) on sales of properties	$	(1,032	)	$	4,139		$	5,171			-501	%	$	(143	)	$	(4,282	)		-103	%	$	889			-86	%
Discontinued operations, net		9,239			6,236			(3,003	)		-33	%		2,325			(3,911	)		-63	%		(6,914	)		-75	%
Preferred dividends		(12,468	)		(9,218	)		3,250			-26	%		(12,737	)		(3,519	)		38	%		(269	)		2	%
Preferred stock redemption charge					(2,790	)		(2,790	)		n/a						2,790			-100	%					n/a
Totals	$	(4,261	)	$	(1,633	)	$	2,628			-62	%	$	(10,555	)	$	(8,922	)		546	%	$	(6,294	)		148	%

     During the years ended December 31, 2002, 2003 and 2004, we sold properties with carrying values of $53,311,000, $61,316,000 and $37,710,000 for net losses of $1,032,000, net gains of $4,139,000 and net losses of $143,000, respectively. During the nine months ended September 30, 2005, we sold properties with carrying values of $10,034,000 for a net loss of $134,000. Also, at September 30, 2005, six properties were classified as held for sale. In August 2001, the Financial Accounting Standards Board issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which is effective for fiscal years beginning after December 15, 2001. We adopted the standard effective January 1, 2002. In accordance with Statement No. 144, we have reclassified the income and expenses attributable to the properties held for sale at September 30, 2005 and sold subsequent to January 1, 2002 to discontinued operations. These properties generated $9,239,000, $6,236,000 and $2,325,000 of income after deducting depreciation and interest expense from rental revenue for the years ended December 31, 2002, 2003 and 2004, respectively. Please refer to Note 15 of our audited consolidated financial statements for further discussion.

     The increase in preferred dividends is primarily due to the increase in average outstanding preferred shares. We issued 3,000,000 shares of 8.875% Series B Cumulative Redeemable Preferred Stock in May 1998, and 3,000,000 shares of 9.0% Series C Cumulative Convertible Preferred Stock in January 1999. We issued 4,000,000 shares of 7.875% Series D Cumulative Redeemable Preferred Stock in July 2003 and used the proceeds to redeem our outstanding Series B Preferred Stock. We issued 7,000,000 shares of 7.625% Series F Cumulative Redeemable Preferred Stock in September 2004. During the year ended December 31, 2002, the holder of our Series C Preferred Stock converted 900,000 shares into 878,049 shares of our common stock, leaving 2,100,000 of such shares outstanding at December 31, 2002. During the year ended December 31, 2003, the holder of our Series C Preferred Stock converted 2,100,000 shares into 2,048,781 shares of our common stock, leaving no such shares outstanding at December 31, 2003. We issued 1,060,000 shares of 6% Series E Cumulative Convertible and Redeemable Preferred Stock in September 2003. During the year ended December 31, 2003, certain holders of our Series E Preferred Stock converted 229,556 shares into 175,714 shares of our common stock, leaving 830,444 of such shares outstanding at December 31, 2003. During the year ended December 31, 2004, certain holders of our Series E Preferred Stock converted 480,399 shares into 367,724 shares of our common stock, leaving 350,045 of such shares outstanding at December 31, 2004.

     As noted above, in July 2003, we closed a public offering of 4,000,000 shares of 7.875% Series D Cumulative Redeemable Preferred Stock. A portion of the proceeds from this offering were used to redeem all 3,000,000 shares of our 8.875% Series B Cumulative Redeemable Preferred Stock on July 15, 2003. In accordance with Emerging Issues Task Force (“EITF”) Topic D-42, the costs to issue these securities were recorded as a non-cash, non-recurring charge of $2,790,000, or $0.06 per diluted share, in the third quarter of

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2003 to reduce net income available to common stockholders. No such transactions or charges occurred in 2002 or 2004.

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 and FAD to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means net income, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FAD represents FFO excluding the non-cash straight-line rental adjustments. Additionally, our historical results include an adjustment for a preferred stock redemption charge for the year ended December 31, 2003 but exclude adjustments for impairment charges.

     In August 2003, we adopted the SEC clarification of EITF Topic D-42. To implement the clarified accounting pronouncement, our 2003 results reflect a reduction in net income available to common stockholders resulting from a non-cash, non-recurring charge of $2,790,000, or $0.06 per diluted share, due to the redemption of our 8.875% Series B Cumulative Redeemable Preferred Stock in July 2003. NAREIT has issued its recommendation that preferred stock redemption charges should not be added back to net income in the calculation of FFO. Although we have adopted this recommendation, we have also disclosed FFO and FAD adjusted for the preferred stock redemption charge for enhanced clarity. Additionally, we believe that the nature of the charge is non-recurring because there was not a similar charge during the two preceding years and we do not anticipate a similar charge in the succeeding two years.

     In October 2003, NAREIT informed its member companies that the SEC had changed its position on certain aspects of the NAREIT FFO definition, including impairment charges. Previously, the SEC accepted NAREIT’s view that impairment charges were effectively an early recognition of an expected loss on an impending sale of property and thus should be added back to net income in the calculation of FFO and FAD similar to other gains and losses on sales. However, the SEC’s clarified interpretation is that recurring impairments taken on real property may not be added back to net income in the calculation of FFO and FAD. We have adopted this interpretation and have not added back impairment charges of $2,298,000, or $0.06 per diluted share, recorded for the year ended December 31, 2002, $2,792,000, or $0.06 per diluted share, recorded for the year ended December 31, 2003 and $314,000, or $0.01 per diluted share, recorded for the year ended December 31, 2004.

     EBITDA stands for earnings before interest, taxes, depreciation and amortization. Additionally, we exclude the non-cash provision for loan losses in calculating EBITDA. 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. Additionally, restrictive covenants in our long-term debt arrangements contain financial ratios based on EBITDA. 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 and preferred dividends.

     FFO, FAD and EBITDA are financial measures that 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, in making operating decisions and for budget planning purposes. Additionally, FFO and FAD are internal evaluation metrics utilized by the Board of Directors to evaluate management. FFO, FAD and EBITDA do not represent net income or cash flow provided from operating activities as

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determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, FFO, FAD and EBITDA, 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 available to common stockholders, the most directly comparable U.S. GAAP measure, for the periods presented. The provision for depreciation includes provision for depreciation from discontinued operations. Amounts are in thousands except for per share data.

	Year Ended
	December 31		December 31			December 31
	2002		2003			2004
FFO Reconciliation:
Net income available to common stockholders	$	55,191	$	70,732		$	72,634
Provision for depreciation		40,350		52,870			74,015
Loss (gain) on sales of properties		1,032		(4,139	)		143
Prepayment fees							(50	)
Funds from operations		96,573		119,463			146,742
Preferred stock redemption charge				2,790
Funds from operations — adjusted	$	96,573	$	122,253		$	146,742
Average common shares outstanding:
Basic		36,702		43,572			51,544
Diluted		37,301		44,201			52,082
Per share data:
Net income available to common stockholders
Basic	$	1.50	$	1.62		$	1.41
Diluted		1.48		1.60			1.39
Funds from operations
Basic	$	2.63	$	2.74		$	2.85
Diluted		2.59		2.70			2.82
Funds from operations — adjusted
Basic	$	2.63	$	2.81		$	2.85
Diluted		2.59		2.77			2.82

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     The table below reflects the reconciliation of FAD to net income available to common stockholders, the most directly comparable U.S. GAAP measure, for the periods presented. The provision for depreciation includes provision for depreciation from discontinued operations. Amounts are in thousands except for per share data.

	Year Ended
	December 31			December 31			December 31
	2002			2003			2004
FAD Reconciliation:
Net income available to common stockholders	$	55,191		$	70,732		$	72,634
Provision for depreciation		40,350			52,870			74,015
Loss (gain) on sales of properties		1,032			(4,139	)		143
Prepayment fees								(50	)
Rental income in excess of cash received		(9,256	)		(14,928	)		(13,792	)
Funds available for distribution		87,317			104,535			132,950
Preferred stock redemption charge					2,790
Funds available for distribution — adjusted	$	87,317		$	107,325		$	132,950
Average common shares outstanding:
Basic		36,702			43,572			51,544
Diluted		37,301			44,201			52,082
Per share data:
Net income available to common stockholders
Basic	$	1.50		$	1.62		$	1.41
Diluted		1.48			1.60			1.39
Funds available for distribution
Basic	$	2.38		$	2.40		$	2.58
Diluted		2.34			2.36			2.55
Funds available for distribution — adjusted
Basic	$	2.38		$	2.46		$	2.58
Diluted		2.34			2.43			2.55

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     The table below reflects the reconciliation of EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. The provision for depreciation and interest expense includes provision for depreciation and interest expense from discontinued operations. Amortization includes amortization of deferred loan expenses, restricted stock and stock options. Dollars are in thousands.

	Year Ended
	December 31			December 31			December 31
	2002			2003			2004
EBITDA Reconciliation:
Net income	$	67,659		$	82,740		$	85,371
Interest expense		42,101			55,377			72,556
Capitalized interest		170			1,535			875
Provision for depreciation		40,350			52,870			74,015
Amortization		3,928			3,957			4,247
Provision for loan losses		1,000			2,870			1,200
EBITDA	$	155,208		$	199,349		$	238,264
Interest Coverage Ratio:
Interest expense	$	42,101		$	55,377		$	72,556
Capitalized interest		170			1,535			875
Total interest		42,271			56,912			73,431
EBITDA	$	155,208		$	199,349		$	238,264
Interest coverage ratio		3.67	x		3.50	x		3.24	x
Fixed Charge Coverage Ratio:
Total interest	$	42,271		$	56,912		$	73,431
Preferred dividends		12,468			9,218			12,737
Total fixed charges		54,739			66,130			86,168
EBITDA	$	155,208		$	199,349		$	238,264
Fixed charge coverage ratio		2.84	x		3.01	x		2.77	x

Critical Accounting Policies

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

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

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

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

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material changes to these policies in 2004, except for the new policy regarding the fair value of derivative instruments.

     We adopted the fair value-based method of accounting for share-based payments effective January 1, 2003 using the prospective method described in FASB Statement No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure. Because Statement 123(R) must be applied not only to new awards but to previously granted awards that are not fully vested on the effective date of Statement 123(R), and because we adopted Statement 123 using the prospective transition method (which applied only to awards granted, modified or settled after the adoption date of Statement 123), compensation cost for some previously granted awards that were not recognized under Statement 123 will be recognized under Statement 123(R). However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in Note 9 to our audited consolidated financial statements. We do not expect the adoption of Statement 123(R) to have a material impact on the consolidated financial statements.

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

Nature of Critical	Assumptions/
Accounting Estimate	Approach Used
Allowance for Loan Losses We maintain an allowance for loan losses in accordance with Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, as amended, and SEC Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues. 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 collectibility 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 collectibility of loan payments and principal. We evaluate the collectibility 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. For the year ended December 31, 2004 we recorded $1,200,000 as provision for loan losses, resulting in an allowance for loan losses of $5,261,000 relating to loans with outstanding balances of $41,277,000 at December 31, 2004. During the fourth quarter of 2004, we transitioned a portfolio of 11 properties from an underperforming operator to three new operators. Primarily as a result of the transition, we incurred a $3,764,000 write-off relating to outstanding loans with the prior operator. Also at December 31, 2004, we had loans with outstanding balances of $35,918,000 on non-accrual status.
Depreciation and Useful Lives Substantially all of the properties owned by us are leased under operating leases and are recorded at cost. The cost of our real property is allocated to land, buildings, improvements and intangibles in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. The allocation of the acquisition costs of properties is based on appraisals commissioned from independent real estate appraisal firms.	We compute depreciation 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. For the year ended December 31, 2004, we recorded $58,671,000 and $15,344,000 as provision for depreciation relating to buildings and improvements, respectively. The average useful life of our buildings and improvements was 30.7 years and 9.2 years, respectively, at December 31, 2004.
Impairment of Long-Lived Assets We review our long-lived assets for potential impairment in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets. 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	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

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Nature of Critical	Assumptions/
Accounting Estimate	Approach Used
reduced to its fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.	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, 2004, it was determined that the projected undiscounted cash flows from a property did not exceed its related net book value and an impairment charge of $314,000 was recorded to reduce the property to its estimated fair market value. The estimated fair market value was determined by an offer to purchase received from a third party.
Fair Value of Derivative Instruments The valuation of derivative instruments is accounted for in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS133”), as amended by Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. SFAS133, as amended, 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 a third party consultant, which utilizes pricing models that consider forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates which may change in the future. At December 31, 2004, we participated in two interest rate swap agreements related to our long-term debt. At December 31, 2004, the swaps were reported at their fair value as a $4,206,000 other asset. For the year ended December 31, 2004, we generated $1,770,000 of savings related to our swaps that was recorded as a reduction in interest expense.
Revenue Recognition Revenue is recorded in accordance with Statement of Financial Accounting Standards No. 13, Accounting for Leases, and SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, as amended (“SAB101”). SAB101 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 collectibility. If the collectibility 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 collectibility risk. Prior to June 2004, our standard lease structure contained fixed annual rental escalators, which were generally recognized on a straight-line basis over the initial lease period. Beginning in June 2004, our new standard lease structure contains annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the property. 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.	We evaluate the collectibility of our revenues and related receivables on an on-going basis. We evaluate collectibility based on assumptions and other considerations including, but not limited to, the certainty of payment, payment history, the financial strength of the investment’s underlying operations as measured by cash flows and payment coverages, the value of the underlying collateral and guaranties and current economic conditions. If our evaluation indicates that collectibility is not reasonably assured, we may place an investment on non-accrual or reserve against all or a portion of current income as an offset to revenue. For the year ended December 31, 2004 we recognized $22,818,000 of interest income and $228,277,000 of rental income, including discontinued operations. Rental income includes $13,792,000 of straight-line rental income. At December 31, 2004, our straight-line receivable balance was $62,456,000. Also at December 31, 2004, we had loans with outstanding balances of $35,918,000 on non-accrual status.

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 lines of credit arrangements. 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.

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Forward-Looking Statements and Risk Factors

     The Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements” as that term is defined in the federal securities laws. These forward-looking statements include those regarding:

• the possible expansion of our portfolio;

• the performance of our operators and properties;

• our ability to enter into agreements with new viable tenants for properties that we take back from financially troubled tenants, if any;

• our ability to make distributions;

• our policies and plans regarding investments, financings and other matters;

• our tax status as a real estate investment trust;

• our ability to appropriately balance the use of debt and equity;

• our ability to access capital markets or other sources of funds; and

• our ability to meet our earnings guidance.

     For example, when we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “estimate” or similar expressions, we are making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Our expected results may not be achieved, and actual results may differ materially from our expectations. This may be a result of various factors, including, but not limited to:

• the status of the economy;

• the status of capital markets, including prevailing interest rates;

• serious issues facing the health care industry, including compliance with, and changes to, regulations and payment policies and operators’ difficulty in obtaining and maintaining adequate liability and other insurance;

• changes in financing terms;

• competition within the health care and senior housing industries;

• negative developments in the operating results or financial condition of operators, including, but not limited to, their ability to pay rent and repay loans;

• the Company’s ability to transition or sell facilities with a profitable result;

• operator bankruptcies;

• government regulations affecting Medicare and Medicaid reimbursement rates;

• liability claims and insurance costs for our operators;

• unanticipated difficulties and/or expenditures relating to future acquisitions;

• environmental laws affecting our properties;

• delays in reinvestment of sale proceeds;

• changes in rules or practices governing the Company’s financial reporting;

• structure related factors, including REIT qualification, anti-takeover provisions and key management personnel; and

• the risks described below:

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     Risk factors related to our operators’ revenues and expenses

     Our skilled nursing and specialty care facility operators’ revenues are primarily driven by occupancy, Medicare and Medicaid reimbursement and private pay rates. Our assisted living facility operators’ revenues are primarily driven by occupancy and private pay rates. Expenses for these three types of facilities are primarily driven by the costs of labor, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have, and may continue, to come under pressure due to reimbursement cuts and state budget shortfalls. Liability insurance and staffing costs continue to increase for our operators. To the extent that any decrease in revenues and/or any increase in operating expenses result in a facility not generating enough cash to make payments to us, the credit of our operator and the value of other collateral would have to be relied upon.

     Risk factors related to operator bankruptcies

     We are exposed to the risk that our operators may not be able to meet the rent, principal and interest or other payments due us, which may result in an operator bankruptcy or insolvency, or that an operator might become subject to bankruptcy or insolvency proceedings for other reasons. Although our operating lease agreements provide us the right to evict an operator, demand immediate payment of rent and exercise other remedies, and our mortgage loans provide us the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exercise other remedies, the bankruptcy laws afford certain rights to a party that has filed for bankruptcy or reorganization. An operator in bankruptcy may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a mortgage loan, and to exercise other rights and remedies.

     We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of a facility, avoid the imposition of liens on a facility and/or transition a facility to a new operator. In some instances, we have terminated our lease with an operator and relet the facility to another operator. In some of those situations, we provided working capital loans to and limited indemnification of the new operator. If we cannot transition a leased facility to a new operator, we may take possession of that facility, which may expose us to certain successor liabilities. Should such events occur, our revenue and operating cash flow may be adversely affected. See “Item 3 — Legal Proceedings” of the Annual Report on Form 10-K for the year ended December 31, 2004 .

     Risk factors related to government regulations

     Our operators’ businesses are affected by government reimbursement and private payor rates. To the extent that any skilled nursing or specialty care facility receives a significant portion of its revenues from governmental payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-offs, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries, government funding restrictions (at a program level or with respect to specific facilities) and interruption or delays in payments due to any ongoing governmental investigations and audits at such facility. In recent years, governmental payors have frozen or reduced payments to health care providers due to budgetary pressures. Changes in health care reimbursement will likely continue to be of paramount importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of the skilled nursing industry, the specialty care industry or the health care industry in general. There can be no assurance that adequate reimbursement levels will continue to be available for services provided by any facility operator, whether the facility receives reimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an operator’s liquidity, financial condition and results of operations, which could adversely affect the ability of an operator to meet its obligations to us. In addition, the replacement of an operator that has defaulted on its lease or loan could be delayed by the approval process of any federal, state or local agency necessary for the transfer of the facility or the replacement of the operator licensed to manage the facility. See “Item 1 — Business — Certain Government Regulations — Reimbursement” of the Annual Report on Form 10-K for the year ended December 31, 2004.

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Risk factors related to liability claims and insurance costs

     Long-term care facility operators (assisted living and skilled nursing facilities) have experienced substantial increases in both the number and size of patient care liability claims in recent years, particularly in the states of Texas and Florida. As a result, general and professional liability costs have increased and may continue to increase. Nationwide, long-term care liability insurance rates are increasing because of large jury awards in states like Texas and Florida. Over the past two years, both Texas and Florida have adopted skilled nursing facility liability laws that modify or limit tort damages. Despite some of these reforms, the long-term care industry overall continues to experience very high general and professional liability costs. Insurance companies have responded to this claims crisis by severely restricting their capacity to write long-term care general and professional liability policies. No assurances can be given that the climate for long-term care general and professional liability insurance will improve in any of the foregoing states or any other states where the facility operators conduct business. Insurance companies may continue to reduce or stop writing general and professional liability policies for assisted living and skilled nursing facilities. Thus, general professional liability insurance coverage may be restricted or very costly, which may adversely affect the facility operators’ future operations, cash flows and financial condition, and may have a material adverse effect on the facility operators’ ability to meet their obligations to us.

Risk factors related to acquisitions

     We are exposed to the risk that our future acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities, and newly acquired properties might require significant management attention that would otherwise be devoted to our ongoing business. If we agree to provide construction funding to an operator and the project is not completed, we may need to take steps to ensure completion of the project or we could lose the property. Moreover, if we issue equity securities or incur additional debt, or both, to finance future acquisitions, it may reduce our per share financial results. These costs may negatively affect our results of operations.

Risk factors related to environmental laws

     Under various federal and state laws, owners or operators of real estate may be required to respond to the release of hazardous substances on the property and may be held liable for property damage, personal injuries or penalties that result from environmental contamination. These laws also expose us to the possibility that we may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property. Our tenants or borrowers are primarily responsible for the condition of the property and since we are a passive landlord, we do not “participate in the management” of any property in which we have an interest. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an interest in them. Those assessments are designed to meet the “all appropriate inquiry” standard, which qualifies us for the innocent purchaser defense if environmental liabilities arise. Based upon such assessments, we do not believe that any of our properties are subject to material environmental contamination. However, environmental liabilities may be present in our properties and we may incur costs to remediate contamination, which could have a material adverse effect on our business or financial condition.

Risk factors related to reinvestment of sale proceeds

     From time to time, we will have cash available from (1) the proceeds of sales of our securities, (2) principal payments on our loans receivable and (3) the sale of properties, including non-elective dispositions, under the terms of master leases or similar financial support arrangements. We must re-invest these proceeds, on a timely basis, in health care investments or in qualified short-term investments. We compete for real estate investments with a broad variety of potential investors. This competition for attractive investments may negatively affect our ability to make timely investments on terms acceptable to us. Delays in acquiring properties may negatively impact revenues and perhaps our ability to make distributions to stockholders.

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Risk factors related to our structure

     We are also subject to a number of risks on the corporate level. First, we might fail to qualify or remain qualified as a REIT. We intend to operate as a REIT under the Internal Revenue Code and believe we have and will continue to operate in such a manner. Since REIT qualification requires us to meet a number of complex requirements, it is possible that we may fail to fulfill them, and if we do, our earnings will be reduced by the amount of federal taxes owed. A reduction in our earnings would affect the amount we could distribute to our stockholders. Also, if we were not a REIT, we would not be required to make distributions to stockholders since a non-REIT is not required to pay dividends to stockholders amounting to at least 90% of its annual taxable income. See “Item 1 — Business — Taxation” of the Annual Report on Form 10-K for the year ended December 31, 2004 for a discussion of the provisions of the Internal Revenue Code that apply to us and the effects of non-qualification.

     Second, our Second Restated Certificate of Incorporation and Amended and Restated By-Laws contain anti-takeover provisions (staggered board provisions, restrictions on share ownership and transfer, and super majority stockholder approval requirements for business combinations) that could make it more difficult for or even prevent a third party from acquiring us without the approval of our incumbent Board of Directors. Provisions and agreements that inhibit or discourage takeover attempts could reduce the market value of our common stock.

     Third, we are dependent on key personnel. Although we have entered into employment agreements with our executive officers, losing any one of them could, at least temporarily, have an adverse impact on our operations. We believe that losing more than one would have a material adverse impact on our business.

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Item 8.       Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Directors
Health Care REIT, Inc.

We have audited the accompanying consolidated balance sheets of Health Care REIT, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedules listed in Item 15(a)(2) of the Annual Report on Form 10-K for the year ended December 31, 2004. 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, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, 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.

As discussed in Note 9 to the consolidated financial statements, in 2003 the Company adopted the provisions of Financial Accounting Standards Board Statement No. 123, Accounting for Stock-Based Compensation.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Health Care REIT, Inc.’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2005 (not provided herein) expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Toledo, Ohio
March 11, 2005
except for Note 15, as to which the date is November 14, 2005

-29-

HEALTH CARE REIT, INC.

CONSOLIDATED BALANCE SHEETS

	December 31
	2004			2003
	(In thousands)
ASSETS
Real estate investments:
Real property owned
Land	$	208,173		$	166,408
Buildings & improvements		2,176,327			1,712,868
Construction in progress		25,463			14,701
		2,409,963			1,893,977
Less accumulated depreciation		(219,536	)		(152,440	)
Total real property owned		2,190,427			1,741,537
Loans receivable
Real property loans		213,067			213,480
Subdebt investments		43,739			45,254
		256,806			258,734
Less allowance for losses on loans receivable		(5,261	)		(7,825	)
		251,545			250,909
Net real estate investments		2,441,972			1,992,446
Other assets:
Equity investments		3,298			3,299
Deferred loan expenses		6,958			10,331
Cash and cash equivalents		19,763			124,496
Receivables and other assets		77,652			52,159
		107,671			190,285
Total assets	$	2,549,643		$	2,182,731
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Borrowings under unsecured lines of credit arrangements	$	151,000		$	0
Senior unsecured notes		875,000			865,000
Secured debt		160,225			148,184
Accrued expenses and other liabilities		28,139			19,868
Total liabilities		1,214,364			1,033,052
Stockholders’ equity:
Preferred stock, $1.00 par value:		283,751			120,761
Authorized — 25,000,000 shares
Issued and outstanding — 11,350,045 shares in 2004 and 4,830,444 shares in 2003 at liquidation preference
Common stock, $1.00 par value:		52,860			50,298
Authorized — 125,000,000 shares
Issued — 52,960,317 shares in 2004 and 50,376,551 shares in 2003
Outstanding — 52,924,601 shares in 2004 and 50,361,505 shares in 2003
Capital in excess of par value		1,139,723			1,069,887
Treasury stock		(1,286	)		(523	)
Cumulative net income		745,817			660,446
Cumulative dividends		(884,890	)		(749,166	)
Accumulated other comprehensive income		1			1
Other equity		(697	)		(2,025	)
Total stockholders’ equity		1,335,279			1,149,679
Total liabilities and stockholders’ equity	$	2,549,643		$	2,182,731

See accompanying notes

-30-

HEALTH CARE REIT, INC.

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31
	2004			2003		2002
	(In thousands, except per share data)
Revenues:
Rental income	$	218,510		$	163,787	$	113,429
Interest income		22,818			20,768		26,525
Transaction fees and other income		2,432			3,759		2,802
Prepayment fees		50
		243,810			188,314		142,756
Expenses:
Interest expense		69,879			50,460		35,946
Provision for depreciation		69,250			45,423		31,619
General and administrative		16,585			11,483		9,665
Loan expense		3,393			2,921		2,373
Impairment of assets		314			2,792		2,298
Loss on extinguishment of debt							403
Provision for loan losses		1,200			2,870		1,000
		160,621			115,949		83,304
Income from continuing operations		83,189			72,365		59,452
Discontinued operations:
Net gain (loss) on sales of properties		(143	)		4,139		(1,032	)
Income from discontinued operations, net		2,325			6,236		9,239
		2,182			10,375		8,207
Net income		85,371			82,740		67,659
Preferred stock dividends		12,737			9,218		12,468
Preferred stock redemption charge					2,790
Net income available to common stockholders	$	72,634		$	70,732	$	55,191
Average number of common shares outstanding:
Basic		51,544			43,572		36,702
Diluted		52,082			44,201		37,301
Earnings per share:
Basic:
Income from continuing operations available to common stockholders	$	1.37		$	1.38	$	1.28
Discontinued operations, net		0.04			0.24		0.22
Net income available to common stockholders	$	1.41		$	1.62	$	1.50
Diluted:
Income from continuing operations and after preferred stock dividends	$	1.35		$	1.37	$	1.26
Discontinued operations, net		0.04			0.23		0.22
Net income available to common stockholders	$	1.39		$	1.60	$	1.48

See accompanying notes

-31-

HEALTH CARE REIT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

																		Accumulated
						Capital in						Cumulative						Other
	Preferred			Common		Excess of			Treasury			Net			Cumulative			Comprehensive			Other
	Stock			Stock		Par Value			Stock			Income			Dividends			Income			Equity			Total
	(In thousands, except per share data)
Balances at January 1, 2002	$	150,000		$	32,740	$	608,942		$	0		$	512,837		$	(540,946	)	$	(923	)	$	(4,780	)	$	757,870
Comprehensive income:
Net income													67,659												67,659
Other comprehensive income:
Unrealized loss on equity investments																			(66	)					(66	)
Foreign currency translation adjustment																			819						819
Total comprehensive income																									68,412
Proceeds from issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures					1,182		25,373															(208	)		26,347
Restricted stock amortization																						1,555			1,555
Proceeds from sale of common stock					5,286		134,901																		140,187
Conversion of preferred stock		(22,500	)		878		21,622																		0
Cash dividends:
Common stock-$2.34 per share																(84,671	)								(84,671	)
Preferred stock, Series B-$2.22 per share																(6,656	)								(6,656	)
Preferred stock, Series C-$2.28 per share																(5,812	)								(5,812	)
Balances at December 31, 2002		127,500			40,086		790,838			0			580,496			(638,085	)		(170	)		(3,433	)		897,232
Comprehensive income:
Net income													82,740												82,740
Other comprehensive income:
Unrealized loss on equity investments																			(11	)					(11	)
Foreign currency translation adjustment																			182						182
Total comprehensive income																									82,911
Proceeds from issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures					2,725		75,649			(523	)											53			77,904
Restricted stock amortization																						1,182			1,182
Option compensation expense																						173			173
Proceeds from issuance of preferred stock		126,500					(3,150	)																	123,350
Redemption of preferred stock		(75,000	)				2,790						(2,790	)											(75,000	)
Proceeds from sale of common stock					5,263		147,745																		153,008
Conversion of preferred stock		(58,239	)		2,224		56,015																		0
Cash dividends:
Common stock-$2.34 per share																(101,863	)								(101,863	)
Preferred stock, Series B-$2.22 per share																(3,605	)								(3,605	)
Preferred stock, Series C-$2.25 per share																(1,439	)								(1,439	)
Preferred stock, Series D-$1.97 per share																(3,784	)								(3,784	)
Preferred stock, Series E-$1.50 per share																(390	)								(390	)
Balances at December 31, 2003		120,761			50,298		1,069,887			(523	)		660,446			(749,166	)		1			(2,025	)		1,149,679
Comprehensive income:
Net income													85,371												85,371
Other comprehensive income:
Unrealized loss on equity investments																									0
Total comprehensive income																									85,371
Proceeds from issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures					2,194		64,087			(763	)														65,518
Restricted stock amortization																						949			949
Option compensation expense																						379			379
Proceeds from issuance of preferred stock		175,000					(5,893	)																	169,107
Conversion of preferred stock		(12,010	)		368		11,642																		0
Cash dividends:
Common stock-$2.385 per share																(122,987	)								(122,987	)
Preferred stock, Series D-$1.97 per share																(7,875	)								(7,875	)
Preferred stock, Series E-$1.50 per share																(933	)								(933	)
Preferred stock, Series F-$1.50 per share																(3,929	)								(3,929	)
Balances at December 31, 2004	$	283,751		$	52,860	$	1,139,723		$	(1,286	)	$	745,817		$	(884,890	)	$	1		$	(697	)	$	1,335,279

See accompanying notes

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HEALTH CARE REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31
	2004			2003			2002
			(In thousands)
Operating activities
Net income	$	85,371		$	82,740		$	67,659
Adjustments to reconcile net income to net cash provided from operating activities:
Provision for depreciation		74,015			52,870			40,350
Amortization		4,247			3,957			3,928
Provision for loan losses		1,200			2,870			1,000
Impairment of assets		314			2,792			2,298
Transaction fees earned greater than cash received								(1,530	)
Rental income in excess of cash received		(13,792	)		(14,928	)		(9,256	)
Equity in losses (earnings) of affiliated companies					(270	)		(15	)
Loss (gain) on sales of properties		143			(4,139	)		1,032
Increase (decrease) in accrued expenses and other liabilities		4,063			(679	)		1,320
Decrease (increase) in receivables and other assets		(11,536	)		4,308			(1,419	)
Net cash provided from (used in) operating activities		144,025			129,521			105,367
Investing activities
Investment in real property		(542,547	)		(410,413	)		(409,706	)
Investment in loans receivable and subdebt investments		(61,888	)		(105,655	)		(88,516	)
Other investments, net of payments					4,637			(228	)
Principal collected on loans receivable and subdebt investments		55,473			57,081			92,970
Proceeds from sales of properties		37,567			65,455			52,279
Other		4,033			149			(229	)
Net cash provided from (used in) investing activities		(507,362	)		(388,746	)		(353,430	)
Financing activities
Net increase (decrease) under unsecured lines of credit arrangements		151,000			(109,500	)		109,500
Proceeds from issuance of senior unsecured notes and secured debt		50,708			350,000			150,000
Principal payments on senior unsecured notes		(40,000	)					(47,250	)
Principal payments on secured debt		(2,514	)		(4,891	)		(29,383	)
Net proceeds from the issuance of common stock		66,281			231,435			166,534
Net proceeds from the issuance of preferred stock		169,107			96,850
Redemption of preferred stock					(75,000	)
Decrease (increase) in deferred loan expense		(254	)		(3,642	)		(4,475	)
Cash distributions to stockholders		(135,724	)		(111,081	)		(97,139	)
Net cash provided from (used in) financing activities		258,604			374,171			247,787
Increase (decrease) in cash and cash equivalents		(104,733	)		114,946			(276	)
Cash and cash equivalents at beginning of year		124,496			9,550			9,826
Cash and cash equivalents at end of year	$	19,763		$	124,496		$	9,550
Supplemental cash flow information-interest paid	$	73,308		$	50,698		$	39,466

See accompanying notes

-33-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Accounting Policies and Related Matters

Industry

     We are a self-administered, equity real estate investment trust that invests primarily in long-term care facilities, which include skilled nursing and assisted living facilities. We also invest in specialty care facilities.

Principles of Consolidation

     The consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries after the elimination of all significant intercompany accounts and transactions.

Use of Estimates

     The preparation of the financial statements in conformity with U.S. generally accepted accounting principles 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.

Cash and Cash Equivalents

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

Loans Receivable

     Loans receivable consist of mortgage loans, construction loans, working capital loans and subdebt investments. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectibility risks. The mortgage loans are primarily collateralized by a first or second mortgage lien or leasehold mortgage on or assignment of partnership interest in the related facilities. Working capital loans are loans made to operators of facilities and are typically either secured and/or guaranteed. Subdebt investments represent debt instruments to operators of facilities that have been financed by us. These obligations are generally secured by the operator’s leasehold rights and corporate guaranties.

Real Property Owned

     The cost of our real property is allocated to land, buildings, improvements and intangibles in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. The allocation of the acquisition costs of properties is based on appraisals commissioned from independent real estate appraisal firms. Substantially all of the properties owned by us are leased under operating leases and are recorded at cost. These properties are depreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and five to 15 years for improvements. 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. If these external 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 will be adjusted to the estimated fair market value. The leases generally extend for a minimum seven-year period and provide for payment of all taxes, insurance and maintenance by the tenants. Prior to June 2004, our standard lease structure contained fixed annual rental escalators, which are generally recognized on a straight-line basis over the minimum lease period subject to an evaluation of collectibility risks. This income is greater than the amount of cash received during the first half of the lease term. Beginning in June 2004, our new standard lease structure contains annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the property. 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

-34-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the period. We recognized $922,500 of contingent rental income for the year ended December 31, 2004. We did not recognize any contingent rental income for the years ended December 31, 2002 or 2003.

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 $875,000, $1,535,000, and $170,000, during 2004, 2003 and 2002, 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.

Deferred Loan Expenses

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

Allowance for Loan Losses

     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 these loans, including general economic conditions and estimated collectibility of loan payments. We evaluate the collectibility 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. 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, 2004, we had loans with outstanding balances of $35,918,000 on non-accrual status ($30,523,000 at December 31, 2003). To the extent circumstances improve and the risk of collectibility 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 balance.

Equity Investments

     We had an investment in Atlantic Healthcare Finance L.P., a property group that specializes in the financing, through sale and leaseback transactions, of nursing and care homes located in the United Kingdom. This investment was accounted for using the equity method of accounting because we had the ability to exercise significant influence, but not control, over the investee due to our 31% ownership interest. In October 2003, we sold our investment in Atlantic Healthcare Finance L.P. generating a net gain of $902,000.

     Other equity investments, which consist of investments in private and public companies for which we do not have the ability to exercise influence, are accounted for under the cost method. Under the cost method of accounting, investments in private companies are carried at cost and are adjusted only for other-than-temporary declines in fair value, distributions of earnings and additional investments. For investments in public companies that have readily determinable fair market values, we classify our equity investments as available-for-sale and, accordingly, record these investments at their fair market values with unrealized gains and losses included in accumulated other comprehensive income, a separate component of stockholders’ equity. These investments represent a minimal ownership interest in these companies.

-35-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Foreign Currency Translation

     For fiscal years 2002 and 2003, the functional currency of our investment in Atlantic Healthcare Finance L.P. was the local currency. The income and expenses of the entity were translated into U.S. dollars using the average exchange rates for the reporting period to derive our equity earnings. Translation adjustments were recorded in accumulated other comprehensive income, a separate component of stockholders’ equity. As noted above, we sold this investment in October 2003.

Transaction Fees

     Transaction fees are earned by us for our agreement to provide direct and standby financing to, and credit enhancement for, owners and operators of health care facilities. We amortize transaction fees over the initial fixed term of the lease, the loan or the construction period related to such investments.

Accumulated Other Comprehensive Income

     Accumulated other comprehensive income includes unrealized gains or losses on our equity investments and foreign currency translation adjustments. Accumulated unrealized gains and losses totaled $1,000, $1,000 and $12,000 at December 31, 2004, 2003 and 2002, respectively. Due to the sale of our investment in Atlantic Healthcare Finance L.P. in October 2003, accumulated foreign currency translation adjustments totaled $0, $0 and ($182,000) at December 31, 2004, 2003 and 2002, respectively. These items are included as components of stockholders’ equity.

Fair Value of Derivative Instruments

     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 our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates.

     In June 2000, the FASB issued Statement No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, which amends Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. Statement No. 133, as amended, requires companies to record derivatives at fair market value on the balance sheet as assets or liabilities.

     On May 6, 2004, we entered into two interest rate swap agreements (the “Swaps”) for a total notional amount of $100,000,000 to hedge changes in fair value attributable to changes in the LIBOR swap rate of $100,000,000 of fixed rate debt with a maturity date of November 15, 2013. The Swaps are treated as fair-value hedges for accounting purposes and we utilize the short-cut method in accordance with Statement No. 133, as amended. The Swaps are with highly rated counterparties in which we receive a fixed rate of 6.0% and pay a variable rate based on six-month LIBOR plus a spread. At December 31, 2004, the Swaps were reported at their fair value as a $4,206,000 other asset. For the year ended December 31, 2004, we generated $1,770,000 of savings related to the Swaps that was recorded as a reduction in interest expense. We had no interest rate swap agreements outstanding at December 31, 2003 or 2002.

     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 a third party consultant, which utilizes pricing models that consider forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates which may change in the future.

-36-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net Income Per Share

     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.

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. See Note 11.

New Accounting Standards

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51 (the “Interpretation”). The Interpretation requires the consolidation of variable interest entities in which an enterprise absorbs a majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Previously, entities were generally consolidated by an enterprise that had a controlling financial interest through ownership of a majority voting interest in the entity. We have performed a quantitative analysis for certain variable interests in our operators and determined that none of the operators’ businesses are variable interest entities because the fair value of the equity of these businesses exceeds the expected losses as calculated. In addition to our quantitative analysis, our evaluation also included an analysis of aspects of our operators’ businesses, such as involvement in the day to day decision making of the operators’ businesses, ownership or voting rights in any of these businesses and participation in the profits or losses of such businesses, to further determine the absence of a controlling financial interest in the context of the Interpretation.

     We adopted the fair value-based method of accounting for share-based payments effective January 1, 2003 using the prospective method described in FASB Statement No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure. Currently, 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 upon the required adoption of Statement 123(R) on July 1, 2005. Because Statement 123(R) must be applied not only to new awards but to previously granted awards that are not fully vested on the effective date of Statement 123(R), and because we adopted Statement 123 using the prospective transition method (which applied only to awards granted, modified or settled after the adoption date of Statement 123), compensation cost for some previously granted awards that were not recognized under Statement 123 will be recognized under Statement 123(R). However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in Note 9. We do not expect the adoption of Statement 123(R) to have a material impact on the consolidated financial statements.

-37-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2. Loans Receivable

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

	December 31
	2004		2003
Mortgage loans	$	155,266	$	163,869
Mortgage loans to related parties				270
Construction loans		720		164
Working capital loans		57,081		49,177
Subdebt investments		43,739		45,254
Totals	$	256,806	$	258,734

     Loans to related parties (an entity whose ownership includes one Company director) included above are at rates comparable to other third-party borrowers equal to or greater than our net interest cost on borrowings to support such loans. The amount of interest income and commitment fees from related parties amounted to $682,000, $36,000, and $59,000 for 2004, 2003 and 2002, respectively.

     The following is a summary of mortgage loans at December 31, 2004:

Final	Number		Principal
Payment	of		Amount at		Carrying
Due	Loans	Payment Terms	Inception		Amount
			(In thousands)
2005	5	Monthly payments from $1,268 to $212,425, including interest from 10.50% to 15.21%	$	8,508	$	7,583
2006	9	Monthly payments from $406 to $209,479, including interest from 1.98% to 15.21%		27,195		31,563
2007	5	Monthly payments from $6,058 to $80,100, including interest from 7.27% to 14.06%		29,336		22,930
2008	3	Monthly payments from $4,282 to $111,233, including interest from 7.10% to 13.00%		26,010		26,340
2009	8	Monthly payments from $15,672 to $40,536, including interest from 6.97% to 11.15%		23,851		25,137
2012	1	Monthly payments of $124,934, including interest of 11.05%		12,700		12,668
2013	1	Monthly payments of $30,793, including interest of 12.42%		185		2,975
2015	1	Monthly payments of $2,824, including interest of 12.17%		154		278
2016	2	Monthly payments from $7,180 to $28,630, including interest of 10.25%		4,045		4,192
2017	1	Monthly payments of $31,622, including interest of 8.11%		907		4,679
2018	2	Monthly payments of $52,700 to $56,182, including interest from 5.75% to 10.90%		18,000		16,921
		Totals	$	150,891	$	155,266

-38-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Real Property Owned

     The following table summarizes certain information about our real property owned as of December 31, 2004 (dollars in thousands):

	Number of				Building &		Total		Accumulated
	Facilities		Land		Improvements		Investment		Depreciation
Assisted Living Facilities:
Arizona		6	$	3,685	$	43,409	$	47,094	$	4,393
California		9		8,950		56,323		65,273		4,702
Colorado		1		940		3,721		4,661		290
Connecticut		6		8,690		46,565		55,255		5,302
Delaware		1		560		21,220		21,780		138
Florida		21		11,173		113,542		124,715		18,083
Georgia		5		4,336		28,446		32,782		6,302
Idaho		4		1,675		29,615		31,290		1,361
Illinois		1		670		6,780		7,450		551
Indiana		14		3,101		67,805		70,906		12,455
Kansas		1		600		10,590		11,190		70
Kentucky		1		490		7,610		8,100		307
Louisiana		1		1,100		10,161		11,261		2,496
Maryland		7		5,330		62,438		67,768		10,698
Massachusetts		7		8,320		73,361		81,681		2,935
Mississippi		2		1,080		13,470		14,550		736
Montana		2		910		7,282		8,192		1,003
Nevada		4		2,964		35,957		38,921		5,048
New Jersey		3		2,040		16,841		18,881		2,842
New York		3		2,390		22,482		24,872		1,309
North Carolina		42		18,133		193,081		211,214		14,178
Ohio		9		4,504		40,349		44,853		5,182
Oklahoma		16		1,928		24,346		26,274		5,755
Oregon		4		1,767		16,249		18,016		1,883
Pennsylvania		1		484		4,663		5,147		769
South Carolina		9		5,282		42,699		47,981		3,354
Tennessee		6		2,376		17,397		19,773		2,485
Texas		23		11,586		98,866		110,452		12,046
Utah		2		1,420		12,842		14,262		710
Virginia		5		2,624		28,035		30,659		1,869
Washington		7		5,770		29,066		34,836		1,620
Wisconsin		1		420		4,006		4,426		315
Construction in progress		2						25,463
		226		125,298		1,189,217		1,339,978		131,187

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HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Number of				Building &		Total		Accumulated
	Facilities		Land		Improvements		Investment		Depreciation
Skilled Nursing Facilities:
Alabama		8	$	3,000	$	41,419	$	44,419	$	1,857
Arizona		1		180		3,988		4,168		877
California		1		1,460		3,943		5,403		1,290
Colorado		1		370		6,051		6,421		1,302
Connecticut		4		2,170		6,440		8,610		18
Florida		34		14,422		221,692		236,114		14,880
Georgia		2		2,190		9,392		11,582		467
Idaho		3		2,010		20,662		22,672		4,116
Illinois		4		1,110		24,700		25,810		3,949
Indiana		2		251		4,449		4,700		15
Kentucky		3		1,160		15,787		16,947		1,199
Maryland		1		390		4,010		4,400		252
Massachusetts		22		19,318		178,264		197,582		15,626
Mississippi		11		1,625		52,651		54,276		2,530
Missouri		3		1,247		23,827		25,074		2,464
Nevada		1		182		1,718		1,900		477
New Jersey		1		1,850		3,050		4,900		10
Ohio		7		5,086		85,692		90,778		6,839
Oklahoma		1		470		5,673		6,143		1,173
Oregon		1		300		5,316		5,616		1,104
Pennsylvania		3		869		15,224		16,093		3,904
Tennessee		21		8,250		117,584		125,834		8,181
Texas		4		2,000		26,125		28,125		1,729
Virginia		2		1,891		7,312		9,203		515
		141		71,801		884,969		956,770		74,774
Specialty Care Facilities:
Florida		1		979				979
Illinois		1		3,650		14,496		18,146		1,138
Massachusetts		3		3,425		60,200		63,625		10,841
Ohio		1		3,020		27,445		30,465		1,596
		6		11,074		102,141		113,215		13,575
Total Real Property Owned		373	$	208,173	$	2,176,327	$	2,409,963	$	219,536

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HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     At December 31, 2004, future minimum lease payments receivable under operating leases are as follows (in thousands):

2005	$	237,182
2006		245,618
2007		252,440
2008		258,788
2009		257,484
Thereafter		2,138,683
Totals	$	3,390,195

     We purchased $8,500,000, $12,433,000 and $33,972,000 of real property that had previously been financed by the Company with loans in 2004, 2003 and 2002, respectively. We converted $36,794,000 of completed construction projects into operating lease properties in 2003. We acquired properties which included the assumption of mortgages totaling $14,555,000, $101,243,000 and $2,248,000 in 2004, 2003 and 2002, respectively. These non-cash activities are appropriately not reflected in the accompanying statements of cash flows.

     During the year ended December 31, 2004, it was determined that the projected undiscounted cash flows from a property did not exceed its related net book value and an impairment charge of $314,000 was recorded to reduce the property to its estimated fair market value. The estimated fair market value was determined by an offer to purchase received from a third party. During the year ended December 31, 2003, it was determined that the projected undiscounted cash flows from a property did not exceed its related net book value and an impairment charge of $2,792,000 was recorded to reduce the property to its estimated fair market value. The estimated fair market value of the property was determined by an independent appraisal. During the year ended December 31, 2002, it was determined that the projected undiscounted cash flows from three properties did not exceed their related net book values and impairment charges of $2,298,000 were recorded to reduce the properties to their estimated fair market values. The estimated fair market values of the properties were determined by offers to purchase received from third parties or estimated net sales proceeds.

4. Concentration of Risk

     As of December 31, 2004, long-term care facilities, which include skilled nursing and assisted living facilities, comprised 93% (92% at December 31, 2003) of our real estate investments and were located in 35 states. Investments in assisted living facilities comprised 54% (60% at December 31, 2003) of our real estate investments. The following table summarizes certain information about our operator concentration as of December 31, 2004 (dollars in thousands):

	Number of		Total		Percent of
	Facilities		Investment(1)		Investment(2)
Concentration by investment:
Emeritus Corporation		48	$	361,367		15	%
Southern Assisted Living, Inc.		43		200,750		8	%
Commonwealth Communities L.L.C.		13		196,560		8	%
Delta Health Group, Inc.		25		178,221		7	%
Home Quality Management, Inc.		32		176,081		7	%
Remaining operators(45)		233		1,339,899		55	%
Totals		394	$	2,452,878		100	%

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HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Number of		Total		Percent of
	Facilities		Revenues(3)		Revenue(4)
Concentration by revenue:
Commonwealth Communities L.L.C.		13	$	26,910		11	%
Emeritus Corporation		48		26,904		11	%
Southern Assisted Living, Inc.		43		26,087		10	%
Home Quality Management, Inc.		32		21,165		8	%
Life Care Centers of America, Inc.		16		14,927		6	%
Remaining operators (45)		242		137,584		54	%
Totals		394	$	253,577		100	%

(1)	Investments include real estate investments and credit enhancements which amounted to $2,447,233,000 and $5,645,000, respectively.
(2)	Investments with top five operators comprised 46% of total investments at December 31, 2003.
(3)	Revenues include gross revenues and revenues from discontinued operations for the year ended December 31, 2004.
(4)	Revenues from top five operators were 41% and 43% for the years ended December 31, 2003 and 2002, respectively.

5. Allowance for Loan Losses

     The following is a summary of the allowance for loan losses (in thousands):

	Year Ended December 31
	2004			2003		2002
Balance at beginning of year	$	7,825		$	4,955	$	6,861
Provision for loan losses		1,200			2,870		1,000
Charge-offs		(3,764	)				(2,906	)
Balance at end of year	$	5,261		$	7,825	$	4,955

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

	Year Ended December 31
	2004		2003		2002
Balance of impaired loans at year end	$	35,918	$	30,523	$	15,311
Allowance for loan losses		5,261		7,825		4,955
Balance of impaired loans not reserved		30,657		22,698		10,356
Average impaired loans for the year		33,221		22,917		16,950

6. Borrowings Under Lines of Credit Arrangements and Related Items

     We have an unsecured credit arrangement with a consortium of eight banks providing for a revolving line of credit (“revolving credit”) in the amount of $310,000,000, which expires on May 15, 2006. The agreement specifies that borrowings under the revolving credit are subject to interest payable in periods no longer than three months at either the agent bank’s prime rate of interest or 1.3% over LIBOR interest rate, at our option (3.7375% at December 31, 2004). In addition, we pay a commitment fee based on an annual rate of 0.325% and an annual agent’s fee of $50,000. Principal is due upon expiration of the agreement. We have another

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HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unsecured line of credit arrangement with a consortium of three banks for a total of $30,000,000, which expires May 31, 2005. Borrowings under this line of credit are subject to interest at either the lead bank’s prime rate of interest or 2.00% over LIBOR interest rate, at our option (5.25% at December 31, 2004) and are due on demand.

     The following information relates to aggregate borrowings under the unsecured lines of credit arrangements (in thousands, except percentages):

	Year Ended December 31
	2004			2003			2002
Balance outstanding at December 31	$	151,000		$	0		$	109,500
Maximum amount outstanding at any month end		159,000			156,900			130,000
Average amount outstanding (total of daily principal balances divided by days in year)		54,770			61,677			69,180
Weighted average interest rate (actual interest expense divided by average borrowings outstanding)		5.32	%		4.65	%		4.58	%

7. Senior Unsecured Notes and Secured Debt

     We have $875,000,000 of senior unsecured notes with annual interest rates ranging from 6.00% to 8.17%.

     We have 32 mortgage loans totaling $160,225,000, collateralized by health care facilities with annual interest rates ranging from 5.50% to 12.00%. The carrying values of the health care properties securing the mortgage loans totaled $233,591,000 at December 31, 2004.

     Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions 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.

     At December 31, 2004, the annual principal payments on these long-term obligations are as follows (in thousands):

	Senior		Mortgage
	Unsecured Notes		Loans		Totals
2005	$	0	$	6,276	$	6,276
2006		50,000		2,977		52,977
2007		175,000		15,004		190,004
2008		100,000		10,194		110,194
2009				13,278		13,278
2010				9,313		9,313
2011				21,149		21,149
Thereafter		550,000		82,034		632,034
Totals	$	875,000	$	160,225	$	1,035,225

8. Stock Incentive Plans

     Our 1995 Stock Incentive Plan authorizes up to 3,768,000 shares of common stock to be issued at the discretion of the Board of Directors. The 1995 Plan replaced the 1985 Incentive Stock Option Plan. The options granted under the 1985 Plan continue to vest through 2005 and expire ten years from the date of grant. Our officers and key salaried employees are eligible to participate in the 1995 Plan. The 1995 Plan allows for the issuance of, among other things, stock options, restricted stock grants and dividend equivalent rights.

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HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

There were no dividend equivalent rights outstanding under the 1995 Plan for 2003 or 2002. In addition, we have a Stock Plan for Non-Employee Directors, which authorizes up to 480,000 shares to be issued.

     The following summarizes the activity in the plans for the years ended December 31 (shares in thousands):

	Year Ended December 31
	2004					2003					2002
	Number			Average		Number			Average		Number			Average
	of			Exercise		of			Exercise		of			Exercise
Stock Options	Shares			Price		Shares			Price		Shares			Price
Options at beginning of year		1,503		$	23.15		1,606		$	21.99		2,387		$	21.23
Options granted		112			36.92		340			25.82		40			27.17
Options exercised		(600	)		22.83		(420	)		20.95		(821	)		20.54
Options terminated							(23	)		22.35
Options at end of year		1,015		$	24.86		1,503		$	23.15		1,606		$	21.99
Options exercisable at end of year		639		$	23.54		817		$	22.69		838		$	21.98
Weighted average fair value of options granted during the year				$	12.09				$	1.74				$	2.10

     Vesting periods for options and restricted shares range from six months for directors to five years for officers and key salaried employees. Options expire ten years from the date of grant. We granted 112,000, 110,000, and 8,000 restricted shares during 2004, 2003 and 2002, respectively, including 10,000, 12,000, and 8,000 shares for directors in 2004, 2003 and 2002, respectively. Expense, which is recognized as the shares vest based on the market value at the date of the award, totaled $2,887,000, $2,157,000 and $1,555,000, in 2004, 2003 and 2002, respectively.

     The following table summarizes information about stock options outstanding at December 31, 2004 (shares in thousands):

	Options Outstanding						Options Exercisable
					Weighted				Weighted
Range of Per			Weighted		Average				Average
Share Exercise	Number		Average		Remaining		Number		Exercise
Prices	Outstanding		Exercise Price		Contract Life		Exercisable		Price
$16-$20		226	$	17.70		5.8		197	$	17.84
$20-$25		324		24.39		6.7		206		24.38
$25-$30		353		26.04		8.3		206		26.19
$30-$40		112		36.92		10.0		30		36.71
Totals		1,015	$	24.86		7.4		639	$	23.54

9. Other Equity

     Other equity consists of the following (in thousands):

	December 31
	2004			2003			2002
Accumulated compensation expense related to stock options	$	552		$	173		$	0
Unamortized restricted stock		(1,249	)		(2,198	)		(3,433	)
Totals	$	(697	)	$	(2,025	)	$	(3,433	)

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HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Unamortized restricted stock represents the unamortized value of restricted stock granted to employees and directors prior to January 1, 2003. Expense related to these grants, which is recognized as the shares vest based on the market value at the date of the award, totaled $949,000, $1,182,000 and $1,555,000 for the years ended December 31, 2004, 2003 and 2002, respectively.

     In December 2002, the Financial Accounting Standards Board issued Statement No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, which we are required to adopt for fiscal years beginning after December 15, 2002, with transition provisions for certain matters. Statement 148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. In addition, Statement 148 amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Effective January 1, 2003, we commenced recognizing compensation expense in accordance with Statement 123 on a prospective basis. Accumulated compensation expense related to stock options represents the amount of amortized compensation costs related to stock options awarded to employees and directors subsequent to January 1, 2003.

     The following table illustrates the effect on net income available to common stockholders if we had applied the fair value recognition provisions of Statement 123 to stock-based compensation for options granted since 1995 but prior to adoption at January 1, 2003 (in thousands, except per share data):

	Year Ended December 31
	2004		2003		2002
Numerator:
Net income available to common stockholders — as reported	$	72,634	$	70,732	$	55,191
Deduct: Additional stock-based employee compensation expense determined under fair value based method for all awards		274		405		539
Net income available to common stockholders — pro forma	$	72,360	$	70,327	$	54,652
Denominator:
Basic weighted average shares — as reported and pro forma		51,544		43,572		36,702
Effect of dilutive securities:
Employee stock options — pro forma		365		388		394
Non-vested restricted shares		161		202		162
Dilutive potential common shares		526		590		556
Diluted weighted average shares — pro forma		52,070		44,162		37,258
Net income available to common stockholders per share — as reported
Basic	$	1.41	$	1.62	$	1.50
Diluted		1.39		1.60		1.48
Net income available to common stockholders per share — pro forma
Basic	$	1.40	$	1.61	$	1.49
Diluted		1.39		1.59		1.47

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HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

	2004			2003			2002
Dividend yield (1)		0.6	%		9.1	%		8.0	%
Expected volatility		22.4	%		25.2	%		24.3	%
Risk-free interest rate		4.11	%		3.73	%		3.44	%
Expected life (in years)		7			7			7
Weighted-average fair value (1)	$	12.09		$	1.74		$	2.10

(1) Options granted to employees in 2004 include dividend equivalent rights. These options are assumed to have a dividend yield of 0% for purposes of the Black-Scholes-Merton option pricing model and result in higher fair values than options without dividend equivalent rights.

10. Preferred Stock

     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, may be redeemed by us at a redemption price of $25.00 per share, plus accrued and unpaid dividends thereon to the redemption date, on or after July 9, 2008. A portion of the proceeds from this offering were used to redeem all 3,000,000 shares of our 8.875% Series B Cumulative Redeemable Preferred Stock on July 15, 2003, at a redemption price of $25.00 per share plus accrued and unpaid dividends. In accordance with Emerging Issues Task Force Topic D-42, the costs to issue the Series B Preferred Stock were recorded as a non-cash, non-recurring charge of $2,790,000, or $0.06 per diluted share, in the third quarter of 2003 to reduce net income available to common stockholders.

     In September 2003, we issued 1,060,000 shares of 6% Series E Cumulative Convertible and Redeemable Preferred Stock as partial consideration for an acquisition of assets by the Company, with the shares valued at $26,500,000 for such purposes. The shares were issued to Southern Assisted Living, Inc. and certain of its stockholders without registration in reliance upon the federal statutory exemption of Section 4(2) of the Securities Act of 1933, as amended. The 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 thereon to the redemption date, on or after August 15, 2008. The preferred shares are convertible into common stock at a conversion price of $32.66 per share at any time. During the year ended December 31, 2004, certain holders of our Series E Preferred Stock converted 480,399 shares into 367,724 shares of our common stock, leaving 350,045 of such shares outstanding at December 31, 2004.

     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, may be redeemed by us at a redemption price of $25.00 per share, plus accrued and unpaid dividends thereon to the redemption date, on or after September 14, 2009.

11. Income Taxes and Distributions

     To qualify as a real estate investment trust for federal income tax purposes, 90% of taxable income (including 100% of capital gains) must be distributed to stockholders. 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 principal reasons for the difference between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting

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HEALTH CARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

purposes, different useful lives and depreciation 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
	2004		2003		2002
Per Share:
Ordinary income	$	1.189	$	1.365	$	1.655
Return of capital		1.196		0.896		0.671
Capital gains		0.000		0.079		0.014
Totals	$	2.385	$	2.340	$	2.340

12. Commitments and Contingencies

     We have guaranteed the payment of industrial revenue bonds for one assisted living facility, in the event that the present owner defaults upon its obligations. In consideration for this guaranty, we receive and recognize fees annually related to this arrangement. This guaranty expires upon the repayment of the industrial revenue bonds which currently mature in 2009. At December 31, 2004, we were contingently liable for $3,195,000 under this guaranty.

     We have an outstanding letter of credit issued for the benefit of certain insurance companies that provide workers’ compensation insurance to one of our tenants. Our obligation under the letter of credit matures in 2009. At December 31, 2004, our obligation under the letter of credit was $2,450,000.

     At December 31, 2004, we had outstanding construction financings of $26,183,000 ($25,463,000 for leased properties and $720,000 for construction loans) and were committed to providing additional financing of approximately $3,833,000 to complete construction. At December 31, 2004, we had contingent purchase obligations totaling $82,815,000. These contingent purchase obligations primarily relate to deferred acquisition fundings. Deferred acquisition fundings are contingent upon an operator satisfying certain conditions such as payment coverage and value tests. Amounts due from the tenant are increased to reflect the additional investment in the property.

     At December 31, 2004, we had operating lease obligations of $16,036,000 relating to Company office space, six assisted living facilities and three skilled nursing facilities. We incurred rental expense relating to our Company office space of $292,000, $348,000 and $213,000 for the years ended December 31, 2004, 2003 and 2002, respectively. Regarding the facility 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, 2004, aggregate future minimum rentals to be received under these noncancelable subleases totaled $14,509,000. At December 31, 2004, future minimum lease payments due under operating leases are as follows (in thousands):

2005	$	1,778
2006		1,275
2007		1,066
2008		928
2009		929
Thereafter		10,060
Totals	$	16,036

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HEALTH CARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. 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
	2004		2003		2002
Numerator for basic and diluted earnings per share — net income available to common stockholders	$	72,634	$	70,732	$	55,191
Denominator for basic earnings per share — weighted average shares		51,544		43,572		36,702
Effect of dilutive securities:
Employee stock options		377		427		437
Non-vested restricted shares		161		202		162
Dilutive potential common shares		538		629		599
Denominator for diluted earnings per share — adjusted weighted average shares		52,082		44,201		37,301
Basic earnings per share	$	1.41	$	1.62	$	1.50
Diluted earnings per share	$	1.39	$	1.60	$	1.48

     The diluted earnings per share calculation excludes the dilutive effect of 112,000, 0 and 10,000 options for 2004, 2003 and 2002, respectively, because the exercise price was greater than the average market price. The Series C Cumulative Convertible Preferred Stock was not included in the calculations for 2002 and 2003 as the effect of the conversions was anti-dilutive. The Series E Cumulative Convertible and Redeemable Preferred Stock was not included in the calculations for 2003 and 2004 as the effect of the conversions was anti-dilutive.

14. 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 Receivable — The fair value of all mortgage loans receivable is estimated by discounting the 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.

     Working Capital Loans, Construction Loans and Subdebt Investments — The carrying amount is a reasonable estimate of fair value based on the interest rates received, which approximates current market rates.

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

     Equity Investments — Equity investments are recorded at their fair market value.

     Borrowings Under Lines of Credit Arrangements — The carrying amount of the lines of credit arrangements approximates fair value because the borrowings are interest rate adjustable.

     Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated by discounting the future cash flows using the current borrowing rate available to the Company for similar debt.

-48-

HEALTH CARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Mortgage Loans Payable — Mortgage loans payable is a reasonable estimate of fair value based on the interest rates paid, which approximates current market rates.

     Interest Rate Swap Agreements — Our interest rate swap agreements are recorded as assets or liabilities on the balance sheet at fair market value. Fair market value is estimated by a third party consultant, which utilizes 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, 2004				December 31, 2003
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial Assets:
Mortgage loans receivable	$	155,266	$	165,551	$	164,139	$	167,610
Working capital loans		57,081		57,081		49,177		49,177
Construction loans		720		720		164		164
Subdebt investments		43,739		43,739		45,254		45,254
Cash and cash equivalents		19,763		19,763		124,496		124,496
Interest rate swap agreements		4,206		4,206
Equity investments		1		1		1		1
Financial Liabilities:
Borrowings under lines of credit arrangements	$	151,000	$	151,000	$	0	$	0
Senior unsecured notes		875,000		1,068,132		865,000		1,111,712
Mortgage loans payable		160,225		160,225		148,184		148,184

15. Discontinued Operations

     In August 2001, the Financial Accounting Standards Board issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which is effective for fiscal years beginning after December 15, 2001. We adopted the standard effective January 1, 2002 and have reflected the results of properties disposed of through September 30, 2005 in discontinued operations for all periods presented.

     During the years ended December 31, 2002, 2003 and 2004, we sold properties with carrying values of $53,311,000, $61,316,000 and $37,710,000 for net losses of $1,032,000, net gains of $4,139,000 and net losses of $143,000, respectively. During the nine months ended September 30, 2005, we sold properties with carrying values of $10,034,000 for a net loss of $134,000. Also, at September 30, 2005, six properties were classified as held for sale. In accordance with Statement No. 144, we have reclassified the income and expenses attributable to these properties to discontinued operations. Expenses include an allocation of interest expense based on property carrying values and our weighted average cost of debt. The following illustrates the reclassification impact of Statement No. 144 as a result of classifying the properties as discontinued operations (in thousands):

	Year Ended December 31
	2004		2003		2002
Revenues:
Operating lease rents	$	9,767	$	18,600	$	24,125
Expenses:
Interest expense		2,677		4,917		6,155
Provision for depreciation		4,765		7,447		8,731
Income from discontinued operations, net	$	2,325	$	6,236	$	9,239

-49-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16. Retirement Arrangements

     We have a Retirement Plan and Trust (the “401(k) Plan”) covering all eligible employees. Under the 401(k) Plan, eligible employees may make contributions, and we may make matching contributions and a profit sharing contribution. Our contributions to this 401(k) Plan totaled $289,000, $206,000 and $184,000 in 2004, 2003 and 2002, respectively.

     We have a Supplemental Executive Retirement Plan (“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 Plan because of the restrictions imposed by ERISA and the Internal Revenue Code of 1986, as amended. Benefits are based on compensation and length of service and the SERP is unfunded. No company contributions are anticipated for the 2005 fiscal year. No benefit payments are expected to occur during the next five fiscal years and total $470,000 during the succeeding five fiscal years. We use a December 31 measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $703,000 at December 31, 2004 ($412,000 at December 31, 2003).

     The following tables provide a reconciliation of the changes in the SERP’s benefit obligations and fair value, and a statement of the funded status for the periods indicated (in thousands):

	Year Ended December 31
	2004			2003
Reconciliation of benefit obligation:
Obligation at January 1	$	454		$	231
Service cost		262			191
Interest cost		28			15
Actuarial (gain)/loss		(15	)		17
Obligation at December 31	$	729		$	454

	December 31
	2004			2003
Funded status:
Funded status at December 31	$	(729	)	$	(454	)
Unrecognized (gain)/loss		26			42
Prepaid/(accrued) benefit cost	$	(703	)	$	(412	)

     The following table shows the components of net periodic benefit costs for the periods indicated (in thousands):

	Year Ended December 31
	2004		2003
Service cost	$	262	$	191
Interest cost		28		15
Net periodic benefit cost	$	290	$	206

-50-

HEALTH CARE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

	December 31
	2004		2003
Projected benefit obligation	$	729	$	454
Accumulated benefit obligation		529		288
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:

							Net Periodic
	Benefit						Benefit Cost
	Obligations
							Year Ended
	December 31						December 31
	2004			2003			2004			2003
Discount rate		6.00	%		6.25	%		6.25	%		6.75	%
Rate of compensation increase		4.25	%		4.50	%		4.50	%		5.00	%
Expected long-term return on plan assets		n/a			n/a			n/a			n/a

17. Quarterly Results of Operations (Unaudited)

     The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2004 and 2003 (in thousands, except per share data):

	Year Ended December 31, 2004
	1st			2nd			3rd			4th
	Quarter			Quarter			Quarter			Quarter(2)
Revenues — as reported	$	60,961		$	59,334		$	63,629		$	68,794
Discontinued operations		(3,140	)		(2,272	)		(1,827	)		(1,669	)
Revenues — as adjusted (1)		57,821			57,062			61,802			67,125
Net income available to common stockholders		18,655			19,207			19,004			15,767
Net income available to common stockholders per share:
Basic		0.37			0.37			0.37			0.30
Diluted		0.36			0.37			0.37			0.30

	Year Ended December 31, 2003
	1st			2nd			3rd			4th
	Quarter			Quarter			Quarter			Quarter (3)
Revenues — as reported	$	46,292		$	47,856		$	49,975		$	61,240
Discontinued operations		(5,440	)		(5,334	)		(3,143	)		(3,132	)
Revenues — as adjusted (1)		40,852			42,522			46,832			58,108
Net income available to common stockholders		16,451			16,744			20,601			16,935
Net income available to common stockholders per share:
Basic		0.41			0.41			0.47			0.34
Diluted		0.41			0.41			0.46			0.34

-51-

HEALTH CARE REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1)	In accordance with FASB Statement No. 144, we have reclassified the income attributable to the properties sold subsequent to January 1, 2002 and attributable to the properties held for sale at September 30, 2005 to discontinued operations. See Note 15.
(2)	The decrease in net income and amounts per share is primarily attributable to losses on sale in fourth quarter 2004 and increased preferred stock dividends in fourth quarter 2004 resulting from the September 2004 issuance of Series F preferred stock.
(3)	The decrease in net income and amounts per share is primarily attributable to impairment of assets recorded in fourth quarter 2003 and a common stock issuance completed in third quarter 2003.

-52-

HEALTH CARE REIT, INC.

SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2004

									Gross Amount at Which Carried at
			Initial Cost to Company						Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to				Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition		Land		Improvements		Depreciation		Acquired		Built
Assisted Living Facilities:
Alhambra, CA	$	0	$	420	$	2,534	$	0	$	420	$	2,534	$	267		1999		1999
Amarillo, TX				390		5,100				390		5,100		34		2004		1996
Anderson, SC				710		6,290				710		6,290		226		2003		1986
Asheboro, NC (3)		3,682		290		5,032		18		290		5,050		178		2003		1998
Asheville, NC				204		3,489				204		3,489		589		1999		1999
Asheville, NC				280		1,955		345		280		2,300		90		2003		1992
Atlanta, GA				2,059		14,914				2,059		14,914		3,319		1997		1999
Auburn, IN				145		3,511		1,855		145		5,366		1,132		1998		1999
Auburn, MA (1)		4,806		1,050		7,950				1,050		7,950		320		2003		1997
Austin, TX				880		9,520				880		9,520		1,603		1999		1998
Avon, IN				170		3,504		2,961		170		6,465		1,218		1998		1999
Azusa, CA				570		3,141				570		3,141		347		1998		1988
Baltimore, MD				510		4,515				510		4,515		226		2003		1999
Bartlesville, OK				100		1,380				100		1,380		353		1996		1995
Beaumont, TX				520		6,050				520		6,050		42		2004		1997
Bellingham, WA				300		3,200				300		3,200		109		2003		1994
Bluffton, SC				700		5,598		3,072		700		8,670		756		1999		2000
Boonville, IN				190		5,510				190		5,510		414		2002		2000
Bradenton, FL				252		3,298				252		3,298		859		1996		1995
Bradenton, FL				100		1,700		801		100		2,501		522		1999		1996
Brandon, FL				860		7,140				860		7,140		234		2003		1990
Brick, NJ				1,300		9,394				1,300		9,394		2,251		1999		2000
Burlington, NC				280		4,297		697		280		4,994		171		2003		2000
Burlington, NC (3)		2,879		460		5,501		5		460		5,506		194		2003		1997
Butte, MT				550		3,957		43		550		4,000		445		1998		1999
Canton, OH				300		2,098				300		2,098		364		1998		1998
Cape Coral, FL				530		3,281				530		3,281		253		2002		2000
Cary, NC				1,500		4,350		897		1,500		5,247		812		1998		1996
Cedar Hill, TX				171		1,490				171		1,490		347		1997		1996
Chapel Hill, NC				354		2,646		773		354		3,419		197		2002		1997
Chelmsford, MA (2)		9,475		1,040		10,960				1,040		10,960		363		2003		1997
Chickasha, OK				85		1,395				85		1,395		349		1996		1996
Chubbuck, ID				125		5,375				125		5,375		188		2003		1996
Claremore, OK				155		1,428				155		1,428		333		1996		1996
Clarksville, TN				330		2,292				330		2,292		394		1998		1998
Clermont, FL				350		5,232		449		350		5,681		1,226		1996		1997

-53-

SCHEDULE III — Continued

										Gross Amount at Which Carried at
			Initial Cost to Company							Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to					Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition			Land		Improvements		Depreciation		Acquired		Built
Coeur D’ Alene, ID	$	0	$	530	$	7,570	$	0		$	530	$	7,570	$	262		2003		1997
Columbia, SC				2,120		4,860					2,120		4,860		255		2003		2000
Columbia, TN				341		2,295					341		2,295		385		1999		1999
Columbus, IN				530		5,170		90			530		5,260		392		2002		2001
Concord, NC (3)		4,897		550		3,921		36			550		3,957		155		2003		1997
Corpus Christi, TX				155		2,935		15			155		2,950		794		1997		1996
Corpus Christi, TX				420		4,796		139			420		4,935		1,850		1996		1997
Danville, VA				410		3,954		664			410		4,618		165		2003		1998
Dayton, OH				690		2,970		1,179			690		4,149		224		2003		1994
Desoto, TX				205		1,383					205		1,383		314		1996		1996
Douglasville, GA				90		217					90		217		11		2003		1985
Duncan, OK				103		1,347					103		1,347		330		1995		1996
Durham, NC				1,476		10,659		2,173			1,476		12,832		3,149		1997		1999
Easley, SC				250		3,266					250		3,266		164		2003		1999
Eden, NC (3)		3,182		390		5,039		2			390		5,041		177		2003		1998
Edmond, OK				175		1,564					175		1,564		376		1995		1996
Elizabeth City, NC				200		2,760		1,998			200		4,758		541		1998		1999
Ellicott City, MD				1,320		13,641		1,669			1,320		15,310		3,931		1997		1999
Encinitas, CA				1,460		7,721					1,460		7,721		957		2000		2000
Enid, OK				90		1,390					90		1,390		355		1995		1995
Eugene, OR				600		5,150					600		5,150		396		2002		2000
Everett, WA				1,400		5,476					1,400		5,476		855		1999		1999
Fairfield, CA				1,460		14,040					1,460		14,040		1,103		2002		1998
Fairhaven, MA				770		6,230					770		6,230		124		2004		1999
Fayetteville, NY				410		3,962		500			410		4,462		336		2001		1997
Federal Way, WA				540		3,960					540		3,960		135		2003		1978
Findlay, OH				200		1,800					200		1,800		388		1997		1997
Flagstaff, AZ				540		4,460					540		4,460		156		2003		1999
Florence, NJ				300		2,978					300		2,978		228		2002		1999
Forest City, NC (3)		3,254		320		4,576		40			320		4,616		165		2003		1999
Fort Myers, FL				440		2,560					440		2,560		92		2003		1980
Fort Worth, TX				210		3,790		(55	)		64		3,881		1,119		1996		1984
Gaffney, SC				200		1,892					200		1,892		106		2003		1999
Gardnerville, NV				1,144		10,831					1,144		10,831		3,009		1998		1999
Gastonia, NC (3)		4,329		470		6,129					470		6,129		215		2003		1998
Gastonia, NC (3)		2,008		310		3,096		36			310		3,132		117		2003		1994
Gastonia, NC (3)		3,998		400		5,029					400		5,029		180		2003		1996
Georgetown, TX				200		2,100					200		2,100		441		1997		1997
Grand Terrace, CA				530		2,770					530		2,770		22		2004		1982
Greensboro, NC				330		2,970		502			330		3,472		128		2003		1996
Greensboro, NC				560		5,507		920			560		6,427		234		2003		1997
Greenville, NC (3)		3,777		290		4,393		16			290		4,409		156		2003		1998

-54-

SCHEDULE III — Continued

										Gross Amount at Which Carried at
			Initial Cost to Company							Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to					Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition			Land		Improvements		Depreciation		Acquired		Built
Greenville, SC	$	0	$	310	$	4,750	$	0		$	310	$	4,750	$	35		2004		1997
Hagerstown, MD				360		4,640					360		4,640		171		2003		1999
Haines City, FL				80		1,937		167			80		2,104		501		1999		1999
Hamden, CT				1,470		4,530					1,470		4,530		388		2002		1998
Hamilton, NJ				440		4,469					440		4,469		363		2001		1998
Hanover, IN				210		4,430					210		4,430		65		2004		2000
Hanover, MD				730		2,270		4,802			730		7,072		1,102		2001		1998
Harlingen, TX				92		2,057		127			92		2,184		553		1997		1989
Hattiesburg, MS				560		5,790					560		5,790		477		2002		1998
Henderson, NV				380		9,220		65			380		9,285		1,479		1998		1998
Henderson, NV				380		4,360		41			380		4,401		482		1999		2000
Hendersonville, NC				2,270		11,771		279			2,270		12,050		2,084		1998		1998
Hickory, NC				290		987		199			290		1,186		59		2003		1994
High Point, NC				560		4,443		758			560		5,201		187		2003		2000
High Point, NC				370		2,185		389			370		2,574		99		2003		1999
High Point, NC (3)		2,768		330		3,395		33			330		3,428		124		2003		1994
High Point, NC (3)		3,123		430		4,147		3			430		4,150		149		2003		1998
Highlands Ranch, CO				940		3,721					940		3,721		290		2002		1999
Hilton Head Island, SC				510		6,037		2,351			510		8,388		977		1998		1999
Houston, TX				550		10,751					550		10,751		2,884		1999		1999
Houston, TX				360		2,640					360		2,640		160		2002		1999
Houston, TX				360		2,640					360		2,640		158		2002		1999
Houston, TX				4,790		7,100					4,790		7,100		370		2003		1974
Hutchinson, KS				600		10,590					600		10,590		70		2004		1997
Jackson, TN				540		1,633		75			540		1,708		93		2003		1998
Jonesboro, GA				460		1,304					460		1,304		56		2003		1992
Kalispell, MT				360		3,282					360		3,282		559		1998		1998
Kenner, LA				1,100		10,036		125			1,100		10,161		2,496		1998		2000
Kirkland, WA (2)		5,186		1,880		4,320					1,880		4,320		152		2003		1996
Knoxville, TN				314		2,756		163			315		2,918		161		2002		1998
Kokomo, IN				195		3,709		1,251			195		4,960		1,115		1997		1999
Lake Havasu City, AZ				450		4,223					450		4,223		640		1998		1999
Lake Havasu City, AZ				110		2,244		136			110		2,380		397		1998		1994
Lake Wales, FL				80		1,939		169			80		2,108		502		1999		1999
Lakeland, FL				520		4,580					520		4,580		158		2003		1991
Lakewood, NY				470		8,530					470		8,530		285		2003		1999
LaPorte, IN				165		3,674		1,244			165		4,918		1,106		1998		1999
Laurel, MD				1,060		8,045		14			1,060		8,059		1,402		2002		1996
Lawton, OK				144		1,456					144		1,456		353		1995		1996
Lecanto, FL				200		6,900					200		6,900		49		2004		1986
Lee, MA				290		18,135		906			290		19,041		1,393		2002		1998
Leesburg, FL				70		1,170		(88	)		70		1,082		380		1999		1954

-55-

SCHEDULE III — Continued

									Gross Amount at Which Carried at
			Initial Cost to Company						Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to				Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition		Land		Improvements		Depreciation		Acquired		Built
Leesburg, VA	$	0	$	950	$	7,553	$	54	$	950	$	7,607	$	1,159		2002		1993
Lenoir, NC				190		3,748		598		190		4,346		156		2003		1998
Lexington, NC				200		3,900		962		200		4,862		276		2002		1997
Litchfield, CT				660		9,652		113		660		9,765		3,072		1997		1998
Longview, TX				320		4,440				320		4,440		31		2004		1997
Louisville, KY (1)		3,572		490		7,610				490		7,610		307		2003		1997
Lubbock, TX				280		6,220				280		6,220		210		2003		1996
Manassas, VA (2)		3,947		750		7,450				750		7,450		251		2003		1996
Margate, FL				500		7,303		2,459		500		9,762		2,945		1998		1972
Marion, IN				175		3,504		898		175		4,402		1,181		1999		1999
Martinsville, NC				349						349						2003
Marysville, CA				450		4,172		44		450		4,216		470		1998		1999
Marysville, WA				620		4,780				620		4,780		150		2003		1998
Matthews, NC (3)		3,978		560		4,869		149		560		5,018		179		2003		1998
Merrillville, IN				643		7,084		476		643		7,560		2,081		1997		1999
Mesa, AZ				950		9,087				950		9,087		1,063		1999		2000
Middleburg Heights, OH				960		7,780				960		7,780		53		2004		1998
Middleton, WI				420		4,006				420		4,006		315		2001		1991
Middletown, OH				800		3,700				800		3,700		53		2004		2000
Midland, TX				400		4,930				400		4,930		34		2004		1997
Midwest City, OK				95		1,385				95		1,385		354		1996		1995
Monroe, NC				470		3,681		631		470		4,312		158		2003		2001
Monroe, NC				310		4,799		775		310		5,574		193		2003		2000
Monroe, NC (3)		3,427		450		4,021		11		450		4,032		149		2003		1997
Morehead City, NC				200		3,104		1,640		200		4,744		527		1999		1999
Morristown, TN				400		3,808		155		400		3,963		706		1998		1999
Moses Lake, WA				260		5,940				260		5,940		206		2003		1986
Naples, FL				1,716		17,306				1,716		17,306		5,810		1997		1999
Newark, DE				560		21,220				560		21,220		138		2004		1998
Newark, OH				410		5,711		300		410		6,011		1,336		1998		1987
Newburyport, MA				960		8,290				960		8,290		556		2002		1999
Norman, OK				55		1,484				55		1,484		431		1995		1995
North Augusta, SC				332		2,558				332		2,558		422		1999		1998
North Miami Beach, FL				300		5,709		2,006		300		7,715		2,149		1998		1987
North Oklahoma City, OK				87		1,508				87		1,508		346		1996		1996
Oak Ridge, TN				450		4,066		155		450		4,221		746		1998		1999
Ocean Shores, WA				770		1,390				770		1,390		11		2004		1996
Ogden, UT				360		6,700				360		6,700		46		2004		1998
Oklahoma City, OK				130		1,350				130		1,350		335		1995		1996
Oklahoma City, OK				220		2,943				220		2,943		413		1999		1999
Ontario, OR				90		2,110				90		2,110		72		2003		1985
Orange City, FL				80		2,239		269		80		2,508		638		1999		1998

-56-

SCHEDULE III — Continued

									Gross Amount at Which Carried at
			Initial Cost to Company						Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to				Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition		Land		Improvements		Depreciation		Acquired		Built
Orlando, FL	$	0	$	1,390	$	4,630	$	0	$	1,390	$	4,630	$	38		2004		1973
Ossining, NY				1,510		9,490				1,510		9,490		688		2002		1967
Owasso, OK				215		1,380				215		1,380		320		1996		1996
Palestine, TX				173		1,410				173		1,410		330		1996		1996
Parkville, MD				730		8,770		2,873		730		11,643		1,980		1997		1999
Paso Robles, CA				1,770		8,630				1,770		8,630		674		2002		1998
Phoenix, AZ				1,000		6,500				1,000		6,500		230		2003		1999
Pinehurst, NC				290		2,690		464		290		3,154		119		2003		1998
Piqua, OH				204		1,885				204		1,885		356		1997		1997
Pocatello, ID				470		1,930				470		1,930		74		2003		1991
Ponca City, OK				114		1,536				114		1,536		395		1995		1995
Portland, OR				628		3,585		232		628		3,817		573		1998		1999
Quincy, MA		14,555		2,690		15,410				2,690		15,410				2004		1999
Reidsville, NC				170		3,830		835		170		4,665		269		2002		1998
Reno, NV				1,060		11,440				1,060		11,440		77		2004		1998
Ridgeland, MS (2)		5,013		520		7,680				520		7,680		259		2003		1997
Rocky Hill, CT				1,460		7,040				1,460		7,040		546		2002		1998
Rocky Hill, CT (1)		4,927		1,090		6,710				1,090		6,710		273		2003		1996
Roswell, GA				1,107		9,627				1,107		9,627		2,742		1997		1999
Roswell, GA				620		2,200		184		620		2,384		175		2002		1997
Salem, OR				449		5,172				449		5,172		842		1999		1998
Salisbury, NC (3)		3,713		370		5,697		49		370		5,746		203		2003		1997
Salt Lake City, UT				1,060		6,142				1,060		6,142		664		1999		1986
San Angelo, TX				260		8,800				260		8,800		58		2004		1997
San Juan Capistrano, CA				1,390		6,942				1,390		6,942		613		2000		2001
Sarasota, FL				475		3,175				475		3,175		827		1996		1995
Sarasota, FL				1,190		4,810				1,190		4,810		175		2003		1988
Seven Fields, PA				484		4,663				484		4,663		769		1999		1999
Shawnee, OK				80		1,400				80		1,400		355		1996		1995
Shelbyville, IN				165		3,497		1,139		165		4,636		1,276		1998		1999
Smithfield, NC (3)		3,705		290		5,777		42		290		5,819		203		2003		1998
Statesville, NC				150		1,447		247		150		1,694		64		2003		1990
Statesville, NC (3)		2,991		310		6,183		28		310		6,211		212		2003		1996
Statesville, NC (3)		2,603		140		3,798		20		140		3,818		131		2003		1999
Staunton, VA				140		8,360				140		8,360		293		2003		1999
Stillwater, OK				80		1,400				80		1,400		357		1995		1995
Sunrise, FL				1,480		15,950				1,480		15,950		112		2004		1988
Terre Haute, IN				175		3,499		1,712		175		5,211		1,121		1999		1999
Tewksbury, MA				1,520		5,480				1,520		5,480		180		2003		1989
Texarkana, TX				192		1,403				192		1,403		325		1996		1996
Troy, OH				200		2,000				200		2,000		422		1997		1997
Tucson, AZ		3,500				1,373		16,021		635		16,759		1,907		2002	(blank)

-57-

SCHEDULE III — Continued

									Gross Amount at Which Carried at
			Initial Cost to Company						Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to				Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition		Land		Improvements		Depreciation		Acquired		Built
Twin Falls, ID	$	0	$	550	$	14,740	$	0	$	550	$	14,740	$	837		2002		1991
Urbana, IL				670		6,780				670		6,780		551		2002		1998
Vacaville, CA				900		6,329				900		6,329		249		2002		2003
Valparaiso, IN				112		2,558				112		2,558		248		2001		1998
Valparaiso, IN				108		2,962				108		2,962		281		2001		1999
Vero Beach, FL				263		3,187				263		3,187		300		2001		1999
Vero Beach, FL				297		3,263				297		3,263		310		2001		1996
Vincennes, IN				118		2,893		673		118		3,566		826		1998		1985
W. Hartford, CT				2,650		5,980				2,650		5,980		127		2004		1905
Waco, TX				180		4,500				180		4,500		33		2004		1997
Wake Forest, NC				200		3,003		1,737		200		4,740		603		1998		1999
Waldorf, MD				620		8,380		2,819		620		11,199		1,886		1997		1998
Walterboro, SC				150		1,838		187		150		2,025		413		1999		1992
Waterford, CT				1,360		12,540				1,360		12,540		895		2002		2000
Waxahachie, TX				154		1,429				154		1,429		333		1996		1996
Westerville, OH				740		8,287		2,638		740		10,925		1,986		1998		2001
Wichita Falls, TX				470		3,010				470		3,010		23		2004		1997
Williamsburg, VA				374						374						2003
Wilmington, NC				210		2,991				210		2,991		482		1999		1999
Winston-Salem, NC				360		2,514		448		360		2,962		108		2003		1996
Total Assisted Living Facilities:		113,295		124,808		1,110,615		79,092		125,298		1,189,217		131,187
Skilled Nursing Facilities:
Agawam, MA				880		16,112		2,111		880		18,223		1,030		2002		1993
Baytown, TX				450		6,150				450		6,150		413		2002		2000
Beachwood, OH		19,439		1,260		23,478				1,260		23,478		1,959		2001		1990
Birmingham, AL				390		4,902				390		4,902		232		2003		1977
Birmingham, AL				340		5,734				340		5,734		234		2003		1974
Boise, ID				810		5,401				810		5,401		1,181		1998		1966
Boise, ID				600		7,383				600		7,383		1,427		1998		1997
Boynton Beach, FL				980		8,112				980		8,112		116		2004		1999
Braintree, MA				170		7,157		1,181		170		8,338		2,850		1997		1968
Brandon, MS				115		9,549				115		9,549		429		2003		1963
Bridgewater, NJ				1,850		3,050				1,850		3,050		10		2004		1970
Broadview Heights, OH		9,162		920		12,400				920		12,400		1,037		2001		1984
Bunnell, FL				260		7,118				260		7,118		107		2004		1985
Butler, AL				90		3,510				90		3,510		49		2004		1960
Byrdstown, TN						2,414						2,414		121		2004		1982
Canton, MA				820		8,201		250		820		8,451		579		2002		1993
Centerville, MA				1,490		9,650				1,490		9,650		22		2004		1982
Cheswick, PA				384		6,041		1,293		384		7,334		1,384		1998		1933

-58-

SCHEDULE III — Continued

									Gross Amount at Which Carried at
			Initial Cost to Company						Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to				Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition		Land		Improvements		Depreciation		Acquired		Built
Clearwater, FL	$	0	$	160	$	7,218	$	0	$	160	$	7,218	$	99		2004		1961
Cleveland, MS						1,850						1,850		277		2003		1977
Cleveland, TN				350		5,000		122		350		5,122		463		2001		1987
Coeur d’Alene, ID				600		7,878				600		7,878		1,508		1998		1996
Columbia, TN				590		3,787				590		3,787		166		2003		1974
Dade City, FL				250		7,150				250		7,150		85		2004		1975
Daytona Beach, FL				470		5,930				470		5,930		77		2004		1986
Daytona Beach, FL				490		5,710				490		5,710		77		2004		1961
DeBary, FL				440		7,460				440		7,460		89		2004		1965
Dedham, MA				1,790		12,936				1,790		12,936		1,005		2002		1996
DeLand, FL				220		7,080				220		7,080		85		2004		1967
Denton, MD				390		4,010				390		4,010		252		2003		1982
Douglasville, GA				1,350		7,471				1,350		7,471		356		2003		1975
Easton, PA				285		6,315				285		6,315		2,464		1993		1959
Eight Mile, AL				410		6,110				410		6,110		303		2003		1973
Elizabethton, TN				310		4,604		336		310		4,940		506		2001		1980
Erin, TN				440		8,060		134		440		8,194		713		2001		1981
Eugene, OR				300		5,316				300		5,316		1,104		1998		1972
Fairfield, AL				530		9,134				530		9,134		412		2003		1965
Fall River, MA				620		5,829		4,847		620		10,676		1,735		1996		1973
Falmouth, MA				670		3,145		97		670		3,242		832		1999		1966
Florence, AL				320		3,975				320		3,975		212		2003		1972
Fort Myers, FL				636		6,026				636		6,026		1,574		1998		1984
Gardnerville, NV				182		1,718				182		1,718		477		2004		2004
Granite City, IL				610		7,143		842		610		7,985		1,629		1998		1973
Granite City, IL				400		4,303		707		400		5,010		946		1999		1964
Greeneville, TN				400		8,290				400		8,290		181		2004		1979
Hardin, IL				50		5,350		135		50		5,485		669		2002		1996
Harriman, TN				590		8,060		158		590		8,218		761		2001		1972
Herculaneum, MO				127		10,373		393		127		10,766		1,258		2002		1984
Hilliard, FL				150		6,990				150		6,990		1,236		1999		1990
Houston, TX				630		5,970		750		630		6,720		419		2002		1995
Indianapolis, IN				75		925				75		925		4		2004		1942
Jackson, MS				410		1,814				410		1,814		100		2003		1968
Jackson, MS						4,400						4,400		660		2003		1980
Jackson, MS						2,150						2,150		323		2003		1970
Jamestown, TN						6,707						6,707		335		2004		1966
Jefferson City, MO				370		6,730		301		370		7,031		814		2002		1982
Jonesboro, GA				840		1,921				840		1,921		112		2003		1992
Kent, OH				215		3,367				215		3,367		1,147		1989		1983
Kissimmee, FL				230		3,854				230		3,854		55		2004		1972
LaBelle, FL				60		4,946				60		4,946		76		2004		1985

-59-

SCHEDULE III — Continued

									Gross Amount at Which Carried at
			Initial Cost to Company						Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to				Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition		Land		Improvements		Depreciation		Acquired		Built
Lake Placid, FL	$	0	$	150	$	12,850	$	0	$	150	$	12,850	$	157		2004		1984
Lakeland, FL				696		4,843				696		4,843		1,279		1998		1984
Littleton, MA				1,240		2,910				1,240		2,910		235		1996		1975
Longwood, FL				480		7,520				480		7,520		91		2004		1980
Louisville, KY				430		7,135		163		430		7,298		632		2002		1974
Louisville, KY				350		4,675		109		350		4,784		424		2002		1975
Lowell, MA				370		7,450				370		7,450		17		2004		1977
McComb, MS				120		5,786				120		5,786		254		2003		1973
Memphis, TN				970		4,246				970		4,246		217		2003		1981
Memphis, TN				480		5,656				480		5,656		267		2003		1982
Memphis, TN				940		5,963				940		5,963		149		2004		1951
Midwest City, OK				470		5,673				470		5,673		1,173		1998		1958
Millbury, MA				930		4,570				930		4,570		117		2004		1972
Mobile, AL				440		3,625				440		3,625		187		2003		1982
Monteagle, TN				310		3,318				310		3,318		135		2003		1980
Monterey, TN						4,195						4,195		210		2004		1977
Monticello, FL				140		4,471				140		4,471		71		2004		1986
Morgantown, KY				380		3,705				380		3,705		143		2003		1965
Moss Point, MS				120		7,280				120		7,280		90		2004		1933
Mountain City, TN				220		5,896		660		220		6,556		840		2001		1976
Naples, FL				550		5,450				550		5,450		14		2004		1968
Needham, MA				1,610		13,715		342		1,610		14,057		1,100		2002		1994
New Haven, IN				176		3,524				176		3,524		11		2004		1981
New Port Richey, FL				624		7,307				624		7,307		1,893		1998		1984
North Easton, MA				1,600		1,900				1,600		1,900		4		2004		1970
North Miami, FL				430		3,918				430		3,918		76		2004		1968
North Miami, FL				440		4,830				440		4,830		76		2004		1963
Norwalk, CT				410		2,118				410		2,118		6		2004		1971
Ormond Beach, FL						2,739		73				2,812		370		2002		1983
Panama City, FL				300		9,200				300		9,200		113		2004		1992
Payson, AZ				180		3,988				180		3,988		877		1998		1985
Pigeon Forge, TN				320		4,180		117		320		4,297		415		2001		1986
Pleasant Grove, AL				480		4,429				480		4,429		227		2003		1964
Plymouth, MA				440		6,220				440		6,220		14		2004		1968
Port St. Joe, FL				370		2,055				370		2,055		74		2004		1982
Prospect, CT				820		1,441				820		1,441		4		2004		1970
Pueblo, CO				370		6,051				370		6,051		1,302		1998		1989
Quincy, FL				200		5,333				200		5,333		85		2004		1983
Quitman, MS				60		10,340				60		10,340		121		2004		1976
Rheems, PA				200		1,575				200		1,575		56		2003		1996
Richmond, VA				1,211		2,889				1,211		2,889		202		2003		1995
Ridgely, TN				300		5,700		97		300		5,797		517		2001		1990

-60-

SCHEDULE III — Continued

										Gross Amount at Which Carried at
			Initial Cost to Company							Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to					Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition			Land		Improvements		Depreciation		Acquired		Built
Rochdale, MA	$	0	$	675	$	11,847	$	1,397		$	675	$	13,244	$	764		2002		1995
Rockledge, FL				360		4,117					360		4,117		527		2001		1970
Rockwood, TN				500		7,116		742			500		7,858		766		2001		1979
Rogersville, TN				350		3,278					350		3,278		134		2003		1979
Royal Palm Beach, FL				980		8,320					980		8,320		104		2004		1985
Ruleville, MS						50							50		7		2003		1978
San Antonio, TX				560		7,315					560		7,315		496		2002		2000
Sandwich, MA				1,140		11,190					1,140		11,190		25		2004		1987
Santa Rosa, CA				1,460		3,880		63			1,460		3,943		1,290		1998		1968
Sarasota, FL				560		8,474					560		8,474		1,177		1999		2000
Sarasota, FL				600		3,400					600		3,400		10		2004		1982
Shelby, MS				60		5,340					60		5,340		64		2004		1979
South Boston, MA				385		2,002		5,211			385		7,213		1,237		1995		1961
South Pittsburg, TN				430		5,628					430		5,628		133		2004		1979
Southbridge, MA				890		8,110					890		8,110		196		2004		1976
Spring City, TN				420		6,085		2,579			420		8,664		758		2001		1987
St. Louis, MO				750		6,030					750		6,030		392		1995		1994
Starke, FL				120		10,180					120		10,180		124		2004		1990
Stuart, FL				390		8,110					390		8,110		98		2004		1985
Swanton, OH				330		6,370					330		6,370		15		2004		1950
Tampa, FL				830		6,370					830		6,370		95		2004		1968
Torrington, CT				360		1,261					360		1,261		4		2004		1966
Troy, OH				470		16,730					470		16,730		39		2004		1971
Tupelo, MS				740		4,092					740		4,092		205		2003		1980
Venice, FL				500		6,000					500		6,000		15		2004		1987
Vero Beach, FL				660		9,040		1,461			660		10,501		2,541		1998		1984
Wareham, MA				875		10,313		1,695			875		12,008		717		2002		1989
Webster, MA				234		3,580		712			500		4,026		954		1995		1986
Webster, MA				336		5,922		(271	)		70		5,917		1,382		1995		1982
Webster, TX				360		5,940					360		5,940		401		2002		2000
West Haven, CT				580		1,620					580		1,620		4		2004		1971
West Palm Beach, FL				696		8,037					696		8,037		2,215		1998		1984
Westlake, OH		15,601		1,320		17,936					1,320		17,936		1,520		2001		1984
Westlake, OH				571		5,411					571		5,411		1,121		1998		1957
Westmoreland, TN		2,198		330		1,822		2,634			330		4,456		395		2001		1994
White Hall, IL				50		5,550		670			50		6,220		705		2002		1971
Woodbridge, VA				680		4,423					680		4,423		313		2002		1977
Worcester, MA				1,053		2,265		268			1,053		2,533		676		1997		1961
Worcester, MA				1,100		5,400					1,100		5,400		134		2004		1962
Total Skilled Nursing Facilities:		46,400		71,801		852,590		32,379			71,801		884,969		74,774

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SCHEDULE III — Continued

									Gross Amount at Which Carried at
			Initial Cost to Company						Close of Period
(Dollars in thousands)							Cost Capitalized
					Buildings &		Subsequent to				Buildings &		Accumulated		Year		Year
Description	Encumbrances		Land		Improvements		Acquisition		Land		Improvements		Depreciation		Acquired		Built
Specialty Care Facilities:
Braintree, MA	$	0	$	350	$	9,304	$	4,370	$	350	$	13,674	$	2,554		1998		1918
Chicago, IL				3,650		7,505		6,991		3,650		14,496		1,138		2002		1979
Clearwater, FL				950				29		979						1997		1975
New Albany, OH				3,020		27,445				3,020		27,445		1,596		2002		2003
Springfield, MA				2,100		14,978		7,822		2,100		22,800		3,845		1996		1952
Stoughton, MA				975		20,021		3,705		975		23,726		4,442		1996		1958
Total Specialty Care Facilities		0		11,045		79,253		22,917		11,074		102,141		13,575
Construction in Progress						25,463						25,463
Total Investment in Real Property Owned	$	159,695	$	207,654	$	2,067,921	$	134,388	$	208,173	$	2,201,790	$	219,536

(1)	In June 2003, three wholly-owned subsidiaries of the Company completed the acquisitions of three assisted living facilities from Emeritus Corporation. The properties were subject to existing mortgage debt of $13,981,000. The three wholly-owned subsidiaries are included in the Company’s consolidated financial statements. Notwithstanding consolidation for financial statement purposes, it is the Company’s intention that the subsidiaries be separate legal entities wherein the assets and liabilities are not available to pay other debts or obligations of the consolidated Company.
(2)	In September 2003, four wholly-owned subsidiaries of the Company completed the acquisitions of four assisted living facilities from Emeritus Corporation. The properties were subject to existing mortgage debt of $24,291,000. The four wholly-owned subsidiaries are included in the Company’s consolidated financial statements. Notwithstanding consolidation for financial statement purposes, it is the Company’s intention that the subsidiaries be separate legal entities wherein the assets and liabilities are not available to pay other debts or obligations of the consolidated Company.
(3)	In September 2003, 17 wholly-owned subsidiaries of the Company completed the acquisitions of 17 assisted living facilities from Southern Assisted Living, Inc. The properties were subject to existing mortgage debt of $59,471,000. The 17 wholly-owned subsidiaries are included in the Company’s consolidated financial statements. Notwithstanding consolidation for financial statement purposes, it is the Company’s intention that the subsidiaries be separate legal entities wherein the assets and liabilities are not available to pay other debts or obligations of the consolidated Company.

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SCHEDULE III — Continued

HEALTH CARE REIT, INC.

	Year Ended December 31
	2004			2003			2002
				(In thousands)
Investment in real estate:
Balance at beginning of year	$	1,893,977		$	1,420,397		$	1,037,395
Additions:
Acquisitions		504,336			346,643			352,424
Improvements		33,538			64,878			57,282
Conversions from loans receivable		8,500			12,433			33,972
Other (1)		14,555			127,743			2,248
Total additions		560,929			551,697			445,926
Deductions:
Cost of real estate sold		(44,629	)		(75,325	)		(60,626	)
Impairment of assets		(314	)		(2,792	)		(2,298	)
Total deductions		(44,943	)		(78,117	)		(62,924	)
Balance at end of year (2)	$	2,409,963		$	1,893,977		$	1,420,397
Accumulated depreciation:
Balance at beginning of year	$	152,440		$	113,579		$	80,544
Additions:
Depreciation expense		74,015			52,870			40,350
Deductions:
Sale of properties		(6,919	)		(14,009	)		(7,315	)
Balance at end of year	$	219,536		$	152,440		$	113,579

(1)	Represents assumed mortgages.
(2)	The aggregate cost for tax purposes for real property equals $2,411,323,000 at December 31, 2004.

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HEALTH CARE REIT, INC.
SCHEDULE IV — MORTGAGE LOANS ON REAL ESTATE
December 31, 2004

					(In thousands)
									Principal Amount
									of Loans Subject
		Final	Periodic				Carrying		to Delinquent
	Interest	Maturity	Payment	Prior	Face Amount		Amount of		Principal or
Description	Rate	Date	Terms	Liens	of Mortgages		Mortgages		Interest
Sun Valley, CA (Specialty care facility)	7.10%	05/01/08	Monthly Payments $111,233		$	18,800	$	18,800	None
Lauderhill, FL (Skilled nursing facility)	11.05%	09/01/12	Monthly Payments $124,934			12,700		12,668	None
Oklahoma City, OK (Skilled nursing facility)	10.48%	07/01/06	Monthly Payments $106,582			12,204		12,204	None
Chicago, IL (Specialty care facility)	15.21%	12/31/06	Monthly Payments $209,479			11,900		11,793	None
Six skilled nursing facilities in Illinois and Missouri	5.75%	06/30/18	Monthly Payments $52,700			11,000		11,000	None
Eight skilled nursing facilities and three assisted living facilities in Florida, Tennessee and Kentucky	12.93%	02/01/07	Monthly Payments $80,100			8,702		7,434	None
Bala, PA (Skilled nursing facility)	10.50%	07/01/08	Monthly Payments $62,516			7,400		7,145	None
Five skilled nursing facilities in Texas	14.06%	03/31/07	Monthly Payments $68,500			12,198		7,051	None
Owensboro, KY (Skilled nursing facility)	10.90%	08/01/18	Monthly Payments $56,182			7,000		5,921	None
Six assisted living facilities in Maryland and Virginia	11.41%	07/01/07	Monthly Payments $53,865			5,000		5,245	None
Carrollton, GA (Assisted living facility)	9.00%	09/01/09	Monthly Payments $37,487			4,998		4,998	None
Nine assisted living facilities in Indiana	8.11%	01/01/17	Monthly Payments $31,622			7,600		4,679	None
25 mortgage loans relating to 31 skilled nursing facilities, 28 assisted living facilities and 5 specialty care facilities	From 1.98% to 15.21%	From 01/01/05 to 04/01/16	Monthly Payments from $406 to $212,425			59,543		46,328	None
Totals					$	179,045	$	155,266	$	0

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HEALTH CARE REIT, INC.

	Year Ended December 31
	2004		2003		2002
	(in thousands)
Reconciliation of mortgage loans:
Balance at beginning of year	$	164,139	$	179,761	$	212,543
Additions:
New mortgage loans		30,057		48,117		85,006
		194,196		227,878		297,549
Deductions:
Collections of principal (1)		20,197		47,971		70,104
Conversions to real property		8,500		10,133		33,972
Charge-offs						2,554
Other (2)		10,233		5,635		11,158
Balance at end of year	$	155,266	$	164,139	$	179,761

(1)	Includes collection of negative principal amortization.
(2)	Includes mortgage loans that were reclassified to working capital loans during the periods indicated.

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EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

November 17, 2005
For more information contact:
Ray Braun — (419) 247-2800
Mike Crabtree — (419) 247-2800
Scott Estes — (419) 247-2800

HEALTH CARE REIT, INC. ANNOUNCES
SALE OF 3,000,000 SHARES OF COMMON STOCK

Toledo, Ohio, November 17, 2005...Health Care REIT, Inc. (NYSE:HCN) announced that it has priced a public offering of 3,000,000 shares of common stock with net proceeds to the company in excess of $101 million. The closing price of the company's stock on November 16, 2005 was $35.00 per share. It is anticipated that closing and delivery will occur on November 22, 2005.

UBS Investment Bank was the sole underwriter for the offering. The company has granted the underwriter an option for thirty days to purchase up to 450,000 additional shares of common stock to cover over-allotments, if any.

The company intends to use the net proceeds from the offering to invest in additional properties. Pending such use, the company intends to use the net proceeds to repay borrowings under the company’s unsecured lines of credit.

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust that invests in health care and senior housing properties. At September 30, 2005, the company had investments in 426 facilities in 37 states with 52 operators and had total assets of approximately $2.7 billion. The portfolio included 233 assisted living facilities, 180 skilled nursing facilities and 13 specialty care facilities. More information is available on the Internet at www.hcreit.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Offers for the securities will be made only by means of a prospectus supplement and accompanying prospectus forming part of the registration statement. A prospectus supplement and accompanying prospectus relating to the common stock can be obtained from UBS Investment Bank, Prospectus Department, 299 Park Avenue, New York, New York 10171, (212-821-3000).

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the possibility that the transaction will close and the effect of that closing; the performance of the company’s operators and properties; and the company’s policies and plans regarding investments, financings and other matters. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: the failure of the transaction to close; the status of the economy; the status of capital markets, including prevailing interest rates; current serious issues facing the health care industry, including compliance with, and changes to, regulations and payment policies; changes in federal, state and local legislation; negative developments in the operating results or financial condition of operators, including, but not limited to, their ability to pay rent and repay loans; changes in the company’s ability to transition or sell facilities with a profitable result; inaccuracies in any of the company’s assumptions; and changes in rules or practices governing the company’s financial reporting. Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

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