10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended September 30, 2006

or

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

For the transition period from                                         to                                         

Commission File number 1-8923

HEALTH CARE REIT, INC.

(Exact name of registrant as specified in its charter)

Delaware	34-1096634
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One SeaGate, Suite 1500, Toledo, Ohio	43604
(Address of principal executive office)	(Zip Code)
(419) 247-2800 (Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.

Yesþ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ      Accelerated filer o       Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

     As of October 13, 2006, the registrant had 63,067,226 shares of common stock outstanding.

TABLE OF CONTENTS

EX-12

EX-31.1

EX-31.2

EX-32.1

EX-32.2

Explanatory Note

     This Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q for the period ended September 30, 2006, which was originally filed with the Securities and Exchange Commission on October 20, 2006 (the “Original Filing”), is being filed by Health Care REIT, Inc. (the “Company”) solely to refile Exhibit 12 to correct inadvertent typographical errors.

Item 6. Exhibits

12	Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1	Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2	Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.

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

HEALTH CARE REIT, INC.

Date: October 26, 2006	By:	/s/ George L. Chapman
	George L. Chapman,
	Chairman and Chief Executive Officer
	(Principal Executive Officer)
Date: October 26, 2006	By:	/s/ Scott A. Estes
	Scott A. Estes,
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)
Date: October 26, 2006	By:	/s/ Paul D. Nungester, Jr.
	Paul D. Nungester, Jr.,
	Vice President and Controller
	(Principal Accounting Officer)

2

EX-12

EXHIBIT 12

STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
(UNAUDITED)
(Dollars in thousands)

																Nine Months
																Ended
	Year Ended December 31															September 30
	2001			2002			2003			2004			2005			2005			2006
Earnings:
Pretax income from continuing operations before extraordinary items (1)	$	48,597		$	55,732		$	69,661		$	79,877		$	77,303		$	50,035		$	76,002
Fixed charges		34,644			44,644			59,833			76,824			85,999			64,090			76,292
Capitalized interest		(841	)		(170	)		(1,535	)		(875	)		(665	)		(626	)		(2,494	)
Equity (earnings) losses in less than 50% owned subsidiary		(332	)		(15	)		(270	)
Earnings	$	82,068		$	100,191		$	127,689		$	155,826		$	162,637		$	113,499		$	149,800
Fixed charges:
Interest expense (2)	$	32,028		$	42,101		$	55,377		$	72,556		$	82,624		$	61,255		$	71,599
Capitalized interest		841			170			1,535			875			665			626			2,494
Amortization of loan expenses		1,775			2,373			2,921			3,393			2,710			2,209			2,199
Fixed charges	$	34,644		$	44,644		$	59,833		$	76,824		$	85,999		$	64,090		$	76,292
Consolidated ratio of earnings to fixed charges		2.37			2.24			2.13			2.03			1.89			1.77			1.96
Earnings:
Pretax income from continuing operations before extraordinary items (1)	$	48,597		$	55,732		$	69,661		$	79,877		$	77,303		$	50,035		$	76,002
Fixed charges		34,644			44,644			59,833			76,824			85,999			64,090			76,292
Capitalized interest		(841	)		(170	)		(1,535	)		(875	)		(665	)		(626	)		(2,494	)
Equity (earnings) losses in less than 50% owned subsidiary		(332	)		(15	)		(270	)
Earnings	$	82,068		$	100,191		$	127,689		$	155,826		$	162,637		$	113,499		$	149,800
Fixed charges:
Interest expense (2)	$	32,028		$	42,101		$	55,377		$	72,556		$	82,624		$	61,255		$	71,599
Capitalized interest		841			170			1,535			875			665			626			2,494
Amortization of loan expenses		1,775			2,373			2,921			3,393			2,710			2,209			2,199
Fixed charges		34,644			44,644			59,833			76,824			85,999			64,090			76,292
Preferred stock dividends		13,505			12,468			9,218			12,737			21,594			16,261			15,998
Combined fixed charges and
preferred stock dividends	$	48,149		$	57,112		$	69,051		$	89,561		$	107,593		$	80,351		$	92,290
Consolidated ratio of earnings to combined fixed charges and preferred stock dividends		1.70			1.75			1.85			1.74			1.51			1.41			1.62

(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 and attributable to properties held for sale at September 30, 2006 to discontinued operations.
(2)	For purposes of this statement, interest expense consists of interest on all indebtedness including amounts allocated to discontinued operations, in accordance with FASB Statement No. 144.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, George L. Chapman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Health Care REIT, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2006

/s/ George L. Chapman

George L. Chapman,

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Scott A. Estes, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Health Care REIT, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2006

/s/ Scott A. Estes

Scott A. Estes,

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

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

     I, George L. Chapman, the Chief Executive Officer of Health Care REIT, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Quarterly Report on Form 10-Q/A for the Company for the quarter ended September 30, 2006 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ George L. Chapman

George L. Chapman,

Chief Executive Officer

Date: October 26, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

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

     I, Scott A. Estes, the Chief Financial Officer of Health Care REIT, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Quarterly Report on Form 10-Q/A for the Company for the quarter ended September 30, 2006 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott A. Estes

Scott A. Estes,

Chief Financial Officer

Date: October 26, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.