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WelltowerUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013Commission File No. 1-8923 HEALTH CARE REIT, INC.(Exact name of registrant as specified in its charter) Delaware 34-1096634 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 4500 Dorr Street, Toledo, Ohio 43615 (Address of principal executive office) (Zip Code)(419) 247-2800(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassName of Each Exchange on Which RegisteredCommon Stock, $1.00 par valueNew York Stock Exchange6.50% Series I CumulativeConvertible Perpetual Preferred Stock, $1.00 par valueNew York Stock Exchange6.50% Series J CumulativeRedeemable Preferred Stock, $1.00 par valueNew York Stock Exchange4.800% Notes due 2028New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. R Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer o Non-accelerated filer o(Do not check if a smaller reporting company) Smaller reporting company 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 The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price of such shares on the New YorkStock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter was $19,053,297,364. As of January 31, 2014, the registrant had 289,970,598 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May 1, 2014, are incorporated by reference into Part III. HEALTH CARE REIT, INC.2013 FORM 10-K ANNUAL REPORTTABLE OF CONTENTS Page PART I Item 1.Business3Item 1A.Risk Factors31Item 1B.Unresolved Staff Comments39Item 2.Properties40Item 3.Item 4.Legal ProceedingsMine Safety Disclosures4242 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43Item 6.Selected Financial Data45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk75Item 8.Financial Statements and Supplementary Data77Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure112Item 9A.Controls and Procedures112Item 9B.Other Information113 PART III Item 10.Directors, Executive Officers and Corporate Governance114Item 11.Executive Compensation114Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters114Item 13.Certain Relationships and Related Transactions and Director Independence114Item 14.Principal Accounting Fees and Services114 PART IV Item 15.Exhibits and Financial Statement Schedules115 PART I Item 1. Business General Health Care REIT, Inc. is a real estate investment trust (“REIT”) that has been at the forefront of seniors housing and health care real estate since thecompany was founded in 1970. We are an S&P 500 company headquartered in Toledo, Ohio. Our portfolio spans the full spectrum of seniors housing andhealth care real estate, including seniors housing communities, skilled nursing/post-acute facilities, medical office buildings, inpatient and outpatient medicalcenters and life science facilities. Our capital programs, when combined with comprehensive planning, development and property management services, makeus a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets. More information is available onthe Internet at www.hcreit.com. Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders andcreate opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meet theseobjectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, customerand geographic location. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund operations, meet debt service obligations (bothprincipal and interest), make dividend distributions and complete construction projects in process. We also continuously evaluate opportunities to financefuture investments. New investments are generally funded from temporary borrowings under our primary unsecured line of credit arrangement, internallygenerated cash and the proceeds from investment dispositions. Our investments generate cash from net operating income and principal payments on loansreceivable. Permanent financing for future investments, which replaces funds drawn under our primary unsecured line of credit arrangement, has historicallybeen provided through a combination of the issuance of public debt and equity securities and the incurrence or assumption of secured debt. References herein to “we,” “us,” “our” or the “Company” refer to Health Care REIT, Inc. and its subsidiaries unless specifically noted otherwise. Portfolio of Properties Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – CompanyOverview” for a table that summarizes our portfolio as of December 31, 2013. Property Types We invest in seniors housing and health care real estate and evaluate our business on three reportable segments: seniors housing triple-net, seniors housingoperating, and medical facilities. For additional information regarding our segments, please see Note 17 to our consolidated financial statements. Theaccounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to our consolidated financialstatements. The following is a summary of our various property types. Seniors Housing Triple-Net Our seniors housing triple-net properties include independent living facilities, continuing care retirement communities, assisted living facilities, care homeswith and without nursing, Alzheimer’s/dementia facilities, skilled nursing/post-acute facilities and combinations thereof. We invest primarily throughacquisitions, development and joint venture partnerships. Our properties are primarily leased to operators under long-term, triple-net master leases. We are notinvolved in property management. Our properties include stand-alone facilities that provide one level of service, combination facilities that provide multiplelevels of service, and communities or campuses that provide a wide range of services. Independent Living Facilities. Independent living facilities are age-restricted, multifamily properties with central dining facilities that provide residentsaccess to meals and other services such as housekeeping, linen service, transportation and social and recreational activities. Continuing Care Retirement Communities. Continuing care retirement communities typically include a combination of detached homes, an independentliving facility, an assisted living facility and/or a skilled nursing facility on one campus. These communities3 appeal to residents because there is no need to relocate when health and medical needs change. Resident payment plans vary, but can include entrance fees,condominium fees and rental fees. Many of these communities also charge monthly maintenance fees in exchange for a living unit, meals and some healthservices. Assisted Living Facilities. Assisted living facilities are state regulated rental properties that provide the same services as independent living facilities, butalso provide supportive care from trained employees to residents who require assistance with activities of daily living, including, but not limited to,management of medications, bathing, dressing, toileting, ambulating and eating. Care Homes (United Kingdom). Care homes, regulated by the Care Quality Commission, are rental properties that provide essentially the same servicesas U.S. assisted living facilities. Alzheimer’s/Dementia Care Facilities. Certain assisted living facilities may include state-licensed settings that specialize in caring for those afflicted withAlzheimer’s disease and/or other types of dementia. Skilled Nursing/Post-Acute Facilities. Skilled nursing/post-acute facilities are licensed daily rate or rental properties where the majority of individualsrequire 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement. All facilities offer somelevel of rehabilitation services. Some facilities focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis,neurological or pulmonary rehabilitation. Care Homes with Nursing (United Kingdom). Care homes with nursing facilities are licensed daily rate or rental properties where the majority ofindividuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for various federal and local reimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally do not provide post-acute care. Our seniors housing triple-net segment accounted for 28%, 41% and 46% of total revenues (including discontinued operations) for the years endedDecember 31, 2013, 2012 and 2011, respectively. We lease 177 facilities to Genesis HealthCare, LLC, an operator of skilled nursing/post-acute facilities,pursuant to a long-term, triple-net master lease. In addition to rent, the master lease requires Genesis to pay all operating costs, utilities, real estate taxes,insurance, building repairs, maintenance costs and all obligations under the ground leases. All obligations under the master lease have been guaranteed by FC-GEN Operations Investment, LLC. For the year ended December 31, 2013, our lease with Genesis accounted for approximately 34% of our seniors housingtriple-net segment revenues and 10% of our total revenues. Seniors Housing Operating In addition to the facility types described in “Item 1 – Business – Property Types – Seniors Housing Triple-Net,” our seniors housing operating propertiesinclude facilities classified in Canada as independent supportive living facilities. Independent Supportive Living Facilities (Canada). Independent supportive living facilities are age-restricted, multifamily properties with central diningfacilities that provide residents access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities. Properties are primarily held in consolidated joint venture entities with operating partners. We utilize the structure proposed in the REIT InvestmentDiversification Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code authorizing the RIDEAstructure were enacted as part of the Housing and Economic Recovery Act of 2008). See Note 18 for more information. Our seniors housing operating segment accounted for 56%, 37% and 32% of total revenues (including discontinued operations) for the years endedDecember 31, 2013, 2012 and 2011, respectively. We have relationships with nine operators to own and operate 279 facilities (plus 44 unconsolidatedfacilities). In each instance, our partner provides management services to the properties pursuant to an incentive-based management contract. We rely on ourpartners to effectively and efficiently manage these properties. For the year ended December 31, 2013, our relationship with Sunrise Senior Living accountedfor approximately 40% of our seniors housing operating segment revenues and 23% of our total revenues. Medical Facilities Our medical facilities include medical office buildings, hospitals and life science facilities. We typically lease our medical office buildings to multipletenants and provide varying levels of property management. Our hospital investments are typically structured similar to our seniors housing triple-netinvestments. Our life science investment represents an investment in an unconsolidated joint venture entity (see Note 7 to our consolidated financialstatements). Our medical facilities segment accounted for 16%, 22% and 22%4 of total revenues (including discontinued operations) for the years ended December 31, 2013, 2012 and 2011, respectively. No single tenant exceeds 20% ofsegment revenues. Medical Office Buildings. The medical office building portfolio consists of health care related buildings that generally include physician offices,ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs. Our portfolio has a strong affiliation with health systems. Approximately93% of our medical office building portfolio is affiliated with health systems (with buildings on hospital campuses or serving as satellite locations for thehealth system and their physicians). Hospitals. Our hospitals generally include acute care hospitals, inpatient rehabilitation hospitals, and long-term acute care hospitals. Acute care hospitalsprovide a wide range of inpatient and outpatient services, including, but not limited to, surgery, rehabilitation, therapy and clinical laboratories. Inpatientrehabilitation hospitals provide inpatient services for patients with intensive rehabilitation needs. Long-term acute care hospitals provide inpatient services forpatients with complex medical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing facilities. Life Science Facilities. The life science portfolio consists of laboratory and office facilities specifically designed and constructed for use by biotechnologyand pharmaceutical companies. These facilities are located adjacent to The Massachusetts Institute of Technology, which is a well-established market knownfor pharmaceutical and biotechnology research. They are similar to commercial office buildings with advanced HVAC (heating, ventilation and airconditioning), electrical and mechanical systems. 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 generateappropriate returns to our stockholders. We invest in seniors housing and health care real estate primarily through acquisitions, developments and jointventure partnerships. For additional information regarding acquisition and development activity, please see Note 3 to our consolidated financial statements. Wediversify our investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on thefollowing: (1) the experience of the obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of the property;(3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committedto the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry. We conduct market research and analysis for all potentialinvestments. In addition, we review the value of all properties, the interest rates and covenant requirements of any facility-level debt to be assumed at the timeof the acquisition and the anticipated sources of repayment of any existing debt that is not to be assumed at the time of the acquisition. We monitor our investments through a variety of methods determined by the type of property. Our proactive and comprehensive asset management processfor seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partnercreditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Ourinternal property management division actively manages and monitors the medical office building portfolio with a comprehensive process including review of,among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capitalimprovement needs, and market conditions. In monitoring our portfolio, our personnel use a proprietary database to collect and analyze property-specific data.Additionally, we conduct extensive research to ascertain industry trends. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identifyunacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we are generally able to intervene at an early stage to address anynegative trends, and in so doing, support both the collectability of revenue and the value of our investment. Investment Types Real Property. Our properties are primarily comprised of land, buildings, improvements and related rights. Our hospitals and seniors housing triple-netproperties are generally leased to operators under long-term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and containone or more five to 15-year renewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of propertiesfor less than full market value. Most of our rents are received under triple-net leases requiring the operator to pay rent and all additional charges incurred in theoperation of the leased property. The tenants are required to repair, rebuild and maintain the leased properties. Substantially all of these operating leases aredesigned with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period,subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rentalpayments due for the period. 5 At December 31, 2013, approximately 92% of our hospitals and seniors housing triple-net properties were subject to master leases. A master lease is a leaseof multiple properties to one tenant entity under a single lease agreement. From time to time, we may acquire additional properties that are then leased to thetenant under the master lease. The tenant is required to make one monthly payment that represents rent on all the properties that are subject to the master lease.Typically, the master lease tenant can exercise its right to purchase the properties or to renew the master lease only with respect to all leased properties at thesame time. This bundling feature benefits us because the tenant cannot limit the purchase or renewal to the better performing properties and terminate theleasing arrangement with respect to the poorer performing properties. This spreads our risk among the entire group of properties within the master lease. Thebundling feature should provide a similar advantage to us if the master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in bankruptcyhas the right to assume or reject each of its leases. It is our intent that a tenant in bankruptcy would be required to assume or reject the master lease as a whole,rather than deciding on a property by property basis. Our medical office building portfolio is primarily self-managed and consists principally of multi-tenant properties leased to health care providers. Ourleases typically include increasers and some form of operating expense reimbursement by the tenant. As of December 31, 2013, 76% of our portfolio includedleases with full pass through, 20% with a partial expense reimbursement (modified gross) and 4% with no expense reimbursement (gross). Our medical officebuilding leases are non-cancellable operating leases that have a weighted-average remaining term of eight years at December 31, 2013 and are often creditenhanced by security deposits, guaranties and/or letters of credit. Construction. We occasionally provide for the construction of properties for tenants as part of long-term operating leases. We capitalize certain interestcosts associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the amount advanced during theconstruction period using the rate of interest that approximates our company-wide cost of financing. Our interest expense is reduced by the amount capitalized.We also typically charge a transaction fee at the commencement of construction which we defer and amortize to income over the term of the resulting lease. Theconstruction period commences upon funding and terminates upon the earlier of the completion of the applicable property or the end of a specified period.During the construction period, we advance funds to the tenants in accordance with agreed upon terms and conditions which require, among other things,periodic site visits by a Company representative. During the construction period, we generally require an additional credit enhancement in the form of paymentand performance bonds and/or completion guaranties. At December 31, 2013, we had outstanding construction investments of $141,085,000 and werecommitted to provide additional funds of approximately $243,083,000 to complete construction for investment properties. Real Estate Loans. Our real estate loans are typically structured to provide us with interest income, principal amortization and transaction fees and aregenerally secured by first/second mortgage liens, leasehold mortgages, corporate guaranties and/or personal guaranties. At December 31, 2013, we hadoutstanding real estate loans of $332,146,000. The interest yield averaged approximately 8.4% per annum on our outstanding real estate loan balances. Ouryield on real estate loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of the loanand any interest rate adjustments. The real estate loans outstanding at December 31, 2013 are generally subject to one to 15-year terms with principalamortization schedules and/or balloon payments of the outstanding principal balances at the end of the term. Typically, real estate loans are cross-defaultedand cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates. Investments in Unconsolidated Entities. Our investments in unconsolidated entities generally represent interests ranging from 10% to 50% in real estateassets. Investments in less than majority owned entities are reported under the equity method of accounting when our interests represent either (1) generalpartnership interests subject to substantive participating or kick-out rights that have been granted to the limited partners, or (2) limited partnership interestswith no control over major operating and financial policies of the entities. Under the equity method of accounting, our share of the investee’s earnings or lossesis included in our consolidated results of operations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis differenceis generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. Theinitial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of theassets prior to the sale of interests in the entity. Other equity investments include an investment in available-for-sale securities. These equity investmentsrepresented a minimal ownership interest in these companies. We evaluate our equity method investments for impairment based upon a comparison of theestimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment belowits carrying value is other-than-temporary, an impairment is recorded. See Note 7 to our consolidated financial statements for more information. Principles of Consolidation The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rightsor other means. All material intercompany transactions and balances have been eliminated in consolidation. 6 At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interestentities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either(i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’sactivities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations, requires enterprises to perform a qualitative approach to determining whether or not a VIEwill need to be consolidated on a continuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that mostsignificantly impact that entity’s economic performance. For investments in joint ventures, we evaluate the type of rights held by the limited partner(s), which may preclude consolidation in circumstances in whichthe sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners’ rights and their impact on the presumption ofcontrol over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if(i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership inthe limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate therights of managing members of limited liability companies. Borrowing Policies We utilize a combination of debt and equity to fund investments. Our debt and equity levels are determined by management to maintain a conservativecredit profile. Generally, we intend to issue unsecured, fixed-rate public debt with long-term maturities to approximate the maturities on our triple-net leases andloans. For short-term purposes, we may borrow on our primary unsecured line of credit arrangement. We replace these borrowings with long-term capital suchas senior unsecured notes, common stock or preferred stock. When terms are deemed favorable, we may invest in properties subject to existing mortgageindebtedness. In addition, we may obtain secured financing for unleveraged properties in which we have invested or may refinance properties acquired on aleveraged basis. In certain agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness. Competition We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies,finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, health care operators, developers and other investors inthe acquisition, development, leasing and financing of health care and seniors housing properties. We compete for investments based on a number of factorsincluding investment structures, underwriting criteria and reputation. Our ability to successfully compete is impacted by economic and demographic trends,availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost of capital, construction andrenovation costs and new and existing laws and regulations. The operators/tenants of our properties compete on a local and regional basis with operators/tenants of properties that provide comparable services.Operators/tenants compete for patients and residents based on a number of factors including quality of care, reputation, physical appearance of properties,location, services offered, family preferences, physicians, staff and price. We also face competition from other health care facilities for tenants, such asphysicians and other health care providers that provide comparable facilities and services. For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K. Employees As of January 31, 2014, we had 404 employees. Credit Concentrations Please see Note 8 to our consolidated financial statements. Geographic Concentrations Please see “Item 2 – Properties” of this Annual Report on Form 10-K and Note 17 to our consolidated financial statements. Certain Government Regulations United States Health Law Matters — Generally 7 Typically, operators of seniors housing facilities do not receive significant funding from government programs and are largely subject to state laws, asopposed to federal laws. Operators of skilled nursing facilities and hospitals do receive significant funding from government programs, and these facilities aresubject to the federal and state laws that regulate the type and quality of the medical and/or nursing care provided, ancillary services (e.g., respiratory,occupational, physical and infusion therapies), qualifications of the administrative personnel and nursing staff, the adequacy of the physical plant andequipment, reimbursement and rate setting and operating policies. In addition, as described below, operators of these facilities are subject to extensive laws andregulations pertaining to health care fraud and abuse, including, but not limited to, the Federal Anti-Kickback Statute, the Federal Stark Law, and the FederalFalse Claims Act, as well as comparable state law counterparts. Hospitals, physician group practice clinics, and other health care providers that operate inour portfolio are subject to extensive federal, state, and local licensure, registration, certification, and inspection laws, regulations, and industry standards.Our tenants’ failure to comply with any of these, and other, laws could result in loss of accreditation; denial of reimbursement; imposition of fines;suspension, decertification, or exclusion from federal and state health care programs; loss of license; or closure of the facility. Licensing and Certification The primary regulations that affect seniors housing facilities with assisted living are state licensing and registration laws. In granting and renewing theselicenses, the state regulatory agencies consider numerous factors relating to a property’s physical plant and operations, including, but not limited to,admission and discharge standards, staffing, and training. A decision to grant or renew a license is also affected by a property owner’s record with respect topatient and consumer rights, medication guidelines, and rules. Certain of the seniors housing facilities mortgaged to or owned by us may require the residentto pay an entrance or upfront fee, a portion of which may be refundable. These entrance fee communities are subject to significant state regulatory oversight,including, for example, oversight of each facility’s financial condition; establishment and monitoring of reserve requirements, and other financial restrictions;the right of residents to cancel their contracts within a specified period of time; lien rights in favor of residents; restrictions on change of ownership; andsimilar matters. Such oversight, and the rights of residents within these entrance fee communities, may have an effect on the revenue or operations of theoperators of such facilities, and, therefore, may adversely affect us. Certain health care facilities are subject to a variety of licensure and certificate of need (“CON”) laws and regulations. Where applicable, CON lawsgenerally require, among other requirements, that a facility demonstrate the need for (1) constructing a new facility, (2) adding beds or expanding an existingfacility, (3) investing in major capital equipment or adding new services, (4) changing the ownership or control of an existing licensed facility, or (5)terminating services that have been previously approved through the CON process. Certain state CON laws and regulations may restrict the ability ofoperators to add new properties or expand an existing facility’s size or services. In addition, CON laws may constrain the ability of an operator to transferresponsibility for operating a particular facility to a new operator. If we have to replace a property operator who is excluded from participating in a federal orstate health care program (as discussed below), our ability to replace the operator may be affected by a particular state’s CON laws, regulations, andapplicable guidance governing changes in provider control. With respect to licensure, generally our skilled nursing facilities and acute care facilities are required to be licensed and certified for participation inMedicare, Medicaid, and other federal health care programs. This generally requires license renewals and compliance surveys on an annual or bi-annualbasis. The failure of our operators to maintain or renew any required license or regulatory approval as well as the failure of our operators to correct seriousdeficiencies identified in a compliance survey could require those operators to discontinue operations at a property. In addition, if a property is found to be outof compliance with Medicare, Medicaid, or other health care program conditions of participation, the property operator may be excluded from participating inthose government health care programs. Any such occurrence may impair an operator’s ability to meet their financial obligations to us. If we have to replacean excluded-property operator, our ability to replace the operator may be affected by federal and state laws, regulations, and applicable guidance governingchanges in provider control. This may result in payment delays, an inability to find a replacement operator, a significant working capital commitment fromus to a new operator or other difficulties. Reimbursement Seniors Housing Facilities (excluding skilled nursing facilities). Approximately 71% of our overall revenues (including discontinued operations) for theyear ended December 31, 2013 were attributable to seniors housing facilities. The majority of the revenues received by the operators of these facilities are fromprivate pay sources. The remaining revenue source is primarily Medicaid under certain waiver programs. As a part of the Omnibus Budget Reconciliation Act(“OBRA”) of 1981, Congress established a waiver program enabling some states to offer Medicaid reimbursement to assisted living providers as analternative to institutional long-term care services. The provisions of OBRA and the subsequent OBRA Acts of 1987 and 1990 permit states to seek a waiverfrom typical Medicaid requirements to develop cost-effective alternatives to long-term care, including Medicaid payments for assisted living and home health.As of September 30, 2013, ten of our forty seniors housing operators received Medicaid8 reimbursement pursuant to Medicaid waiver programs. For the twelve months ended September 30, 2013, approximately 2% of the revenues at our seniorshousing facilities were from Medicaid reimbursement. There can be no guarantee that a state Medicaid program operating pursuant to a waiver will be able tomaintain its waiver status. Rates paid by self-pay residents are set by the facilities and are determined by local market conditions and operating costs. Generally, facilities receive ahigher payment per day for a private pay resident than for a Medicaid beneficiary who requires a comparable level of care. The level of Medicaidreimbursement varies from state to state. Thus, the revenues generated by operators of our assisted living facilities may be adversely affected by payor mix,acuity level, changes in Medicaid eligibility, and reimbursement levels. In addition, a state could lose its Medicaid waiver and no longer be permitted to utilizeMedicaid dollars to reimburse for assisted living services. Changes in revenues could in turn have a material adverse effect on an operator’s ability to meet itsobligations to us. Skilled Nursing Facilities and Hospitals. Skilled nursing facilities and hospitals typically receive most of their revenues from the Medicare and Medicaidprograms, with the balance representing reimbursement payments from private payors, including private insurers. Consequently, changes in federal or statereimbursement policies may also adversely affect an operator’s ability to cover its expenses, including our rent or debt service. Skilled nursing facilities andhospitals are subject to periodic pre- and post-payment reviews, and other audits by federal and state authorities. A review or audit of a property operator’sclaims could result in recoupments, denials, or delay of payments in the future, which could have a material adverse effect on the operator’s ability to meet itsfinancial obligations to us. Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given as to theadequacy of any reserves maintained by our property operators to cover potential adjustments to reimbursements, or to cover settlements made to payors. Infact, in December 2010, the Department of Health and Human Services (“HHS”) Office of Inspector General (“OIG”) released a report focusing on skillednursing facilities’ billing practices for Medicare Part A payments and found that, between 2006-2008, skilled nursing facilities increasingly billed for higherpaying Resource Utilization Groups (“RUGs”), the payment classification mechanism for the Medicare program, even though beneficiary characteristicsremained largely unchanged. In particular, from 2006 to 2008, OIG found that the percentage of RUGs for ultra high therapy increased from 17% to 28%,despite the fact that beneficiaries’ ages and diagnoses at admission were largely unchanged during that time period. In November 2012, the OIG released areport focused on inappropriate payments to skilled nursing facilities, and found that of the 499 claims from 2009 that were reviewed in the study, skillednursing facilities billed 25% of the claims in error and misreported information on the Minimum Data Set (“MDS”) for 47% of the claims. In February 2013,OIG issued the third report in this series, concluding that Medicare paid $5.1 billion to skilled nursing facilities for stays that did not meet certain quality-of-care requirements. Recent attention on skilled nursing billing practices and payments or ongoing government pressure to reduce spending by governmenthealth care programs, could result in lower payments to skilled nursing facilities and, as a result, may impair an operator’s ability to meet its financialobligations to us. Medicare Reimbursement and Skilled Nursing Facilities. For the twelve months ended September 30, 2013, approximately 29% of the revenues at ourskilled nursing facilities (which comprised 12% of our overall revenues, including discontinued operations, for the year ended December 31, 2013) were paidby Medicare. Skilled nursing facilities are reimbursed under the Medicare Skilled Nursing Facility Prospective Payment System (“SNF PPS”). There is a riskthat some skilled nursing facilities’ costs will exceed the fixed payments under the SNF PPS, and there is also a risk that payments under the SNF PPS maybe set below the costs to provide certain items and services, which could result in immediate financial difficulties for skilled nursing facilities, and couldcause operators to seek bankruptcy protection. Skilled nursing facilities have faced these types of difficulties since the implementation of the SNF PPS. The Centers for Medicare & Medicaid Services (“CMS”), an agency of the U.S. Department of Health and Human Services (“HHS”), made a positivepayment update for skilled nursing facilities for fiscal year 2014. On July 31, 2013, CMS issued a final rule for the SNF PPS that sets forth payment ratechanges for the 2014 fiscal year. Under the final rule, SNFs will receive a net payment increase of 1.3%, which is based on a 2.3% increase in the SNFmarket basket, less a 0.5% forecast error adjustment, and less a 0.5% multi-factor productivity adjustment. CMS is implementing a forecast erroradjustment because the forecasted fiscal year 2012 market basket percentage change exceeded the actual SNF market basket percentage change by 0.51%, afigure that is in excess of the 0.5% threshold adopted by the agency for determining when a forecast error adjustment will be applied. In addition, on November 21, 2011, the Joint Select Committee on Deficit Reduction, which was created by the Budget Control Act of 2011, concluded itswork, and issued a statement that it was not able to make a bipartisan agreement, thus triggering the sequestration process. On January 2, 2013, PresidentObama signed into law the American Taxpayer Relief Act of 2012 (“Taxpayer Relief Act”), which delayed the sequestration process until March 2013. Thesequester went into effect March 1, 2013 and, effective April 1, 2013, provider payments under Medicare Parts A and B, Medicare Advantage, and MedicarePart D were reduced up to 2% annually. However, Medicaid spending and most of the spending on subsidies are exempt from reduction. On January 21,2014, President Obama signed the fiscal year 2014 omnibus appropriations bill, which lifted the sequester that went info effect on March 1,9 2013. The Taxpayer Relief Act also increased the multiple procedure discount for Part B therapy services from 25% to 50% effective April 2013, which willlower revenues for certain operators or tenants. Section 5008 of the Deficit Reduction Act of 2005 directed the Secretary of HHS to conduct a Post Acute Care Payment Reform Demonstration (“PAC-PRD”) program, for a three year period, beginning January 1, 2008, to assess the costs and outcomes of patients discharged from hospitals in a variety ofpost-acute care settings, including skilled nursing facilities. The demonstration program’s results and recommendations were reported to Congress in aJanuary 2012 report. The results and recommendations could lead to future changes in Medicare coverage, reimbursement, and reporting requirements forpost-acute care. The Balanced Budget Act of 1997 mandated caps on Medicare reimbursement for certain therapy services. However, Congress imposed various waiverson the implementation of those caps. The Middle Class Tax Relief and Job Creation Act of 2012 (“Job Creation Act”) made a number of changes, including,effective on October 1, 2012, applying the therapy caps to outpatient hospitals, creating two new threshold amounts of $3,700 (one for each therapy capamount), and requiring a manual medical review process of claims over these new thresholds. CMS announced on March 1, 2013 that, until the agencyprovides further guidance, all therapy claims that are suspended for Manual Medical Review of Therapy Services above the $3,700 threshold will be subjectto prepayment medical review. The Taxpayer Relief Act extended the Job Creation Act provisions related to payment for Medicare outpatient therapy servicesand extended the historical therapy cap waiver and exceptions process, but only through December 31, 2013. Pursuant to the calendar year 2014 MedicarePhysician Fee Schedule, the therapy cap limitation also applies to services provided at critical access hospitals. These therapy caps may negatively impactpayments to skilled nursing facilities. If the waiver program is not reinstituted, patients will need to use private funds to pay for the cost of therapy above the caps. If patients are unable tosatisfy their out-of-pocket cost responsibility to reimburse an operator for services rendered, the operator’s ability to meet its financial obligations to us couldbe adversely impacted. Medicare Reimbursement and Hospitals. For the twelve months ended September 30, 2013, approximately 57% of the revenues at our hospitals (whichcomprised 3% of our overall revenues, including discontinued operations, for the year ended December 31, 2013) were from Medicare reimbursements.Hospitals, generally, are reimbursed by Medicare under the Hospital Inpatient Prospective Payment System (“PPS”), the Hospital Outpatient ProspectivePayment System (“OPPS”), the Long Term Care Hospital Prospective Payment System (“LTCH PPS”), or the Inpatient Rehabilitation Facility ProspectivePayment System (“IRF PPS”). Acute care hospitals provide a wide range of inpatient and outpatient services, including, but not limited to, surgery,rehabilitation, therapy, and clinical laboratory services. Long-term acute care hospitals provide inpatient services for patients with medical conditions that areoften complex and that require more intensive care, monitoring or emergency support than that available in most skilled nursing facilities. Inpatientrehabilitation facilities provide intensive rehabilitation services in an inpatient setting for patients requiring at least three hours of rehabilitation services a day. With respect to Medicare’s PPS for regular hospitals, reimbursement for inpatient services is made on the basis of a fixed, prospective rate, based on theprincipal diagnosis of the patient. Hospitals may be at risk to the extent that their costs in treating a specific case exceed the fixed payment amount. Thediagnosis related group (“DRG”) reimbursement system was updated in 2008 to expand the number of DRGs from 538 to 745 in order to better distinguishmore severe conditions. The subsequent addition of new DRGs has now raised the total number of DRGs to 751. In some cases, a hospital might be able toqualify for an outlier payment if the hospital’s losses exceed a threshold. On August 2, 2013, CMS issued a final rule for the Medicare Inpatient Prospective Payment System, which sets forth acute care and long-term carehospital payment rate changes for the 2014 fiscal year, which began on October 1, 2013. Under the final rule, the Medicare rates for inpatient services at acutecare hospitals will increase by 0.7% and rates for long-term care hospitals will increase by 0.4%, accounting for adjustments, such as the multifactorproductivity adjustment and the second year adjustment for a three-year phase-in of a one-time 3.75% budget neutrality adjustment to the long-term carehospital rate. CMS finalized its proposal to let expire the one-year extension of the existing moratorium on the 25% threshold policy, a policy that imposeslower Medicare payments, in certain circumstances, on those long-term care hospitals that admit more than 25% of their patients from a single acute carehospital. The expiration of the moratorium on the 25% threshold policy will impact cost reporting periods which begin on or after October 1, 2013. Under thefinal rule, CMS also finalized a number of changes to comply with the Patient Protection and Affordable Care Act of 2010 (“PPACA”) and the Health Care andEducation Reconciliation Act of 2010, which amends the PPACA (collectively, the “Health Reform Laws”). Beginning in fiscal year 2014, hospitals that rankamong the lowest-performing 25% with regard to hospital-acquired conditions will see a 1% reduction in Medicare payment rates. CMS will also increase themaximum payment reduction under the Hospital Readmissions Reduction program, which began on October 1, 2012, to 2% of payment amounts in fiscalyear 2014. For fiscal year 2014, CMS is increasing the applicable percentage reduction, the portion of Medicare payments available to fund the Value-BasedPurchasing Program’s value-based incentive payments, to 1.25%, as required by statute. CMS clarified its regulations to reflect an existing policy that theInpatient Prospective Payment System comparable per diem amount is capped at an amount10 comparable to what would have been a full payment under the Inpatient Prospective Payment System and that cap applies to short stay cases in long-term carehospitals with discharges occurring on or after December 29, 2012. Notably, from 2007 through the end of 2012, there was a statutory moratorium imposed by the Medicare, Medicaid, and SCHIP Extension Act of 2007(“MMSEA”) and subsequent amendments on new LTCH beds and facilities, which reduced the opportunities for expansion. Now that this moratorium hasbeen lifted, such facilities have the option to increase their capacity and services. It is unclear at this time what impact, if any, this change will have on ouroperators and tenants and our business, generally. On July 31, 2013, CMS issued a final rule for the Medicare Inpatient Rehabilitation Facilities Prospective Payment System that sets forth payment ratechanges for the 2014 fiscal year. Under the final rule for fiscal year 2014, the Medicare rates for inpatient rehabilitation facilities will increase by 1.8%, whichincludes a 2.6% market basket increase factor, reduced by a 0.5% multi-factor productivity adjustment and an additional 0.3% point reduction as required bythe Health Reform Laws. On December 10, 2013, CMS published the Medicare Hospital Outpatient Prospective Payment and Ambulatory Surgical Center Payment System finalrule for calendar year 2014, which sets payment rates for outpatient care hospitals and ambulatory surgery centers. CMS estimates that the rates and policiesin the final rule will increase payment rates for ambulatory surgery centers by 1.2%. Medicare Reimbursement and Physicians. CMS annually adjusts the Medicare Physician Fee Schedule payment rates based on an update formula thatincludes application of the Sustainable Growth Rate (“SGR”). On November 27, 2013, CMS issued the calendar year 2013 Physician Fee Schedule finalrule, which called for a negative 20.1% update under the statutory SGR formula. With the enactment of the Bipartisan Budget Act of 2013 on December 26,2013, the reimbursement cut that was to occur was replaced with a 0.5% increase for services provided through March 31, 2014. Congress has overridden therequired reduction every year since 2003. The final rule continues implementation of quality and cost measures that will be used in establishing a newvalue−based modifier that would adjust physician payments based on whether they are providing higher quality and more efficient care. The Health ReformLaws, as defined below, require CMS to begin making payment adjustments to certain physicians and physician groups on January 1, 2015, and to applythe modifier to all physicians by January 1, 2017. Calendar year 2013 is the initial performance year for purposes of adjusting payments in calendar year2015. Medicaid Reimbursement. Medicaid is a major payor source for residents in our skilled nursing facilities and hospitals. For the twelve months endedSeptember 30, 2013, approximately 48% of the revenues of our skilled nursing facilities and 3% of the revenues of our hospitals were attributable to Medicaidreimbursement payments. The federal and state governments share responsibility for financing Medicaid. The federal matching rate, known as the FederalMedical Assistance Percentage (“FMAP”), varies by state based on relative per capita income, but is at least 50% in all states. On average, Medicaid is thelargest component of total state spending, representing approximately 23.7% of total state expenditures in state fiscal year 2011. The percentage of Medicaiddollars used for long-term care varies from state to state, due in part to different ratios of elderly population and eligibility requirements. Within certain federalguidelines, states have a fairly wide range of discretion to determine eligibility and reimbursement methodology. Many states reimburse long-term care facilitiesusing fixed daily rates, which are applied prospectively based on patient acuity and the historical costs incurred in providing patient care. Reasonable coststypically include allowances for staffing, administrative and general expenses, property, and equipment (e.g., real estate taxes, depreciation and fair rental). In most states, Medicaid does not fully reimburse the cost of providing skilled nursing services. Certain states are attempting to slow the rate of growth inMedicaid expenditures by freezing rates or restricting eligibility and benefits. Our skilled nursing portfolio’s average Medicaid rate will likely vary throughoutthe year as states continue to make interim changes to their budgets and Medicaid funding. In addition, Medicaid reimbursement rates may decline if revenuesin a particular state are not sufficient to fund budgeted expenditures. President Obama’s proposed fiscal year budget for 2013 included several proposals thatwould have lowered federal spending for Medicaid, potentially impacting provider Medicaid reimbursement rates. The proposals included new limits on stateprovider taxes, phasing down the existing Medicaid provider tax, and blending the Federal matching rate for state Medicaid and the Children’s HealthInsurance Program. Although the President’s proposed fiscal year budget for 2014 did not include these proposals, it nevertheless called for an overallreduction in federal health care spending by $401 billion over ten years, with savings stemming from several cost-saving proposals including reducedMedicare payments for long-term care hospitals, SNFs, and other post-acute care providers. The Medicare Part D drug benefit became effective January 1, 2006. Since that date, low-income Medicare beneficiaries (eligible for both Medicare and fullMedicaid benefits), including those nursing home residents who are dually eligible for both programs, may enroll and receive outpatient prescription drugsunder Medicare, not Medicaid. Medicare Part D has resulted in increased administrative responsibilities for nursing home operators because enrollment inMedicare Part D is voluntary and residents must11 choose between multiple prescription drug plans. Operators may also experience increased expenses to the extent that a particular drug prescribed to a patient isnot listed on the Medicare Part D drug plan formulary for the plan in which the patient is enrolled. The reimbursement methodologies applied to health care facilities continue to evolve. Federal and state authorities have considered and may seek toimplement new or modified reimbursement methodologies that may negatively impact health care property operations. The impact of any such changes, ifimplemented, may result in a material adverse effect on our skilled nursing and hospital property operations. No assurance can be given that current revenuesources or levels will be maintained. Accordingly, there can be no assurance that payments under a government health care program are currently, or will be inthe future, sufficient to fully reimburse the property operators for their operating and capital expenses. As a result, an operator’s ability to meet its financialobligations to us could be adversely impacted. Finally, the Health Reform Laws (further discussed below) may have a significant impact on Medicare, Medicaid, other federal health care programs, andprivate insurers, which impact the reimbursement amounts received by skilled nursing facilities and other health care providers. The Health Reform Lawscould have a substantial and material adverse effect on all parties directly or indirectly involved in the health care system. Other Related Laws Skilled nursing facilities and hospitals (and seniors housing facilities that receive Medicaid payments) are subject to federal, state, and local laws,regulations, and applicable guidance that govern the operations and financial and other arrangements that may be entered into by health care providers. Certainof these laws prohibit direct or indirect payments of any kind for the purpose of inducing or encouraging the referral of patients for medical products orservices reimbursable by government health care programs. Other laws require providers to furnish only medically necessary services and submit to thegovernment valid and accurate statements for each service. Still, other laws require providers to comply with a variety of safety, health and other requirementsrelating to the condition of the licensed property and the quality of care provided. Sanctions for violations of these laws, regulations, and other applicableguidance may include, but are not limited to, criminal and/or civil penalties and fines, loss of licensure, immediate termination of government payments, andexclusion from any government health care program. In certain circumstances, violation of these rules (such as those prohibiting abusive and fraudulentbehavior) with respect to one property may subject other facilities under common control or ownership to sanctions, including exclusion from participation inthe Medicare and Medicaid programs, as well as other government health care programs. In the ordinary course of its business, a property operator isregularly subjected to inquiries, investigations, and audits by the federal and state agencies that oversee these laws and regulations. All health care providers, including, but not limited to skilled nursing facilities and hospitals (and seniors housing facilities that receive Medicaidpayments) are also subject to the Federal Anti-Kickback Statute, which generally prohibits persons from offering, providing, soliciting, or receivingremuneration to induce either the referral of an individual or the furnishing of a good or service for which payment may be made under a federal health careprogram, such as Medicare or Medicaid. Skilled nursing facilities and hospitals are also subject to the Federal Ethics in Patient Referral Act of 1989,commonly referred to as the Stark Law. The Stark Law generally prohibits the submission of claims to Medicare for payment if the claim results from aphysician referral for certain designated services and the physician has a financial relationship with the health service provider that does not qualify under oneof the exceptions for a financial relationship under the Stark Law. Similar prohibitions on physician self-referrals and submission of claims apply to stateMedicaid programs. Further, health care providers, including, but not limited to, skilled nursing facilities and hospitals (and seniors housing facilities thatreceive Medicaid payments), are subject to substantial financial penalties under the Civil Monetary Penalties Act and the Federal False Claims Act and, inparticular, actions under the Federal False Claims Act’s “whistleblower” provisions. Private enforcement of health care fraud has increased due in large part toamendments to the Federal False Claims Act that encourage private individuals to sue on behalf of the government. These whistleblower suits brought byprivate individuals, known as qui tam actions, may be filed by almost anyone, including present and former patients, nurses and other employees. Suchwhistleblower actions have been brought against nursing facilities on the basis of the alleged failure of the nursing facility to meet applicable regulationsrelating to its operations. Significantly, if a claim is successfully adjudicated, the Federal False Claims Act provides for treble damages up to $11,000 perclaim. Prosecutions, investigations, or whistleblower actions could have a material adverse effect on a property operator’s liquidity, financial condition, andoperations, which could adversely affect the ability of the operator to meet its financial obligations to us. Finally, various state false claim act and anti-kickback laws may also apply to each property operator. Violation of any of the foregoing statutes can result in criminal and/or civil penalties that could havea material adverse effect on the ability of an operator to meet its financial obligations to us. Other legislative developments, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), have greatly expanded the definitionof health care fraud and related offenses and broadened its scope to include private health care plans in12 addition to government payors. Congress also has greatly increased funding for the Department of Justice, Federal Bureau of Investigation and the Office of theInspector General of the Department of Health and Human Services to audit, investigate and prosecute suspected health care fraud. Moreover, a significantportion of the billions in health care fraud recoveries over the past several years has also been returned to government agencies to further fund their fraudinvestigation and prosecution efforts. Additionally, other HIPAA provisions and regulations provide for communication of health information through standard electronic transaction formats andfor the privacy and security of health information. In order to comply with the regulations, health care providers often must undertake significant operationaland technical implementation efforts. Operators also may face significant financial exposure if they fail to maintain the privacy and security of medicalrecords and other personal health information about individuals. The Health Information Technology for Economic and Clinical Health (“HITECH”) Act,passed in February 2009, strengthened the HHS Secretary’s authority to impose civil money penalties for HIPAA violations occurring after February 18,2009. HITECH directs the HHS Secretary to provide for periodic audits to ensure covered entities and their business associates (as that term is defined underHIPAA) comply with the applicable HITECH requirements, increasing the likelihood that a HIPAA violation will result in an enforcement action. CMS issuedan interim Final Rule which conformed HIPAA enforcement regulations to the HITECH Act, increasing the maximum penalty for multiple violations of a singlerequirement or prohibition to $1.5 million. Higher penalties may accrue for violations of multiple requirements or prohibitions. Additionally, on January 17,2013, CMS released a final rule, which expands the applicability of HIPAA and HITECH and strengthens the government’s ability to enforce these laws. Thefinal rule broadens the definition of “business associate” and provides for civil money penalty liability against covered entities and business associates for theacts of their agents regardless of whether a business associate agreement is in place. Additionally, the final rule adopts certain changes to the HIPAAenforcement regulations to incorporate the increased and tiered civil monetary penalty structure provided by HITECH, and makes business associates ofcovered entities directly liable under HIPAA for compliance with certain of the HIPAA privacy standards and HIPAA security standards. HIPAA violations arealso potentially subject to criminal penalties. In November 2002, CMS began an ongoing national Nursing Home Quality Initiative (“NHQI”). Under this initiative, historical survey information, theNHQI Pilot Evaluation Report and the NHQI Overview is made available to the public on-line. The NHQI website provides consumer and providerinformation regarding the quality of care in nursing homes. The data allows consumers, providers, states, and researchers to compare quality information thatshows how well nursing homes are caring for their residents’ physical and clinical needs. The posted nursing home quality measures come from residentassessment data that nursing homes routinely collect on the residents at specified intervals during their stay. If the operators of nursing facilities are unable toachieve quality of care ratings that are comparable or superior to those of their competitors, they may lose market share to other facilities, reducing theirrevenues and adversely impacting their ability to make rental payments. Finally, government investigations and enforcement actions brought against the health care industry have increased dramatically over the past several yearsand are expected to continue. Some of these enforcement actions represent novel legal theories and expansions in the application of the Federal False Claims Act.The costs for an operator of a health care property associated with both defending such enforcement actions and the undertakings in settling these actions canbe substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us. United Kingdom Registration In England, care home services are principally regulated by the Health and Social Care Act 2008 (the “Act”) and associated Regulations. The Act requiresall persons carrying out “Regulated Activities” in England, and the managers of such persons, to be registered. Regulated Activities are defined in the Healthand Social Care Act 2008 (Regulated Activities) Regulations 2010 and include (among other activities):· The provision of personal care for persons who, by reason of old age, illness or disability are unable to provide it for themselves, and which isprovided in a place where those persons are living at the time the care is provided; and· The provision of residential accommodation, together with nursing or personal care. Any person who carries on a regulated activity without being registered in respect of that activity is guilty of an offense under the Act. A person guilty of anoffense is liable on summary conviction, to a fine of up to £50,000, or to imprisonment for a term not exceeding 12 months, or both, and on conviction onindictment, to a fine, or to imprisonment for a term not exceeding 12 months, or to both. Under the Care Quality Commission (Registration) Regulations 2009, service providers and managers of Regulated Activities must provide documentationdemonstrating their ability to provide the relevant service(s); in particular, registrants must be able to13 demonstrate that they (or a nominated individual, if the registered person is a company) possess good character, are physically and mentally fit to carry on theregulated activity and have the necessary qualifications, skills and experience to do so. Service Standards and Notification Obligations The Health and Social Care Act 2008 (Regulated Activities) Regulations 2010 list the standards that must be met when providing care services. The serviceproviders’ legal obligations include:· Ensuring service users are protected against receiving care or treatment that is inappropriate or unsafe;· Assessing and monitoring the quality of service provision;· Safeguarding service users from abuse;· Ensuring that service users and others are protected against risks of a healthcare associated infection;· Protecting service users against risks in relation to the unsafe use of medicines;· Meeting the nutritional needs of service users;· Ensuring that the premises are safe and suitable;· Ensuring that any equipment used is safe, suitable and readily available when required;· Respecting and involving service users;· Obtaining and acting in accordance with the consent of service users to care and treatment;· Having in place an effective complaints system;· Maintaining accurate records;· Operating effective recruitment procedures; and· Having sufficient numbers of suitably qualified, skilled and experienced employees and supporting workers through training, professionaldevelopment, supervision, appraisals and qualifications. Failure to comply with certain provisions of the above Regulations is an offense, with a person guilty of the offense liable on summary conviction to a fineof up to £50,000. Monetary penalty notices may also be issued. Under the Care Quality Commission (Registration) Regulations 2009 certain matters must be notified to the Care Quality Commission (the “CQC”), thegovernment regulatory body overseeing the provision of nursing and other care services in England. Events that must be notified include (among others): · Where the service provider or registered manager proposes to be absent for a continuous period of 28 days or more;· A change of the registered person or where the registered person is a company changes in the name or address of the registered person, a change ofdirector, secretary or other similar officer, or a change of the nominated individual;· The death of a service user; · Incidents resulting in an injury (provided certain conditions are met); · Abuse and allegations of abuse in relation to a service user; and· Any event which prevents, or appears to the service provider to be likely to threaten to prevent, the service provider’s ability to continue to carryon the regulated activity safely, or in accordance with the registration requirements. Failure to comply with the above notification obligations is an offense and a person guilty of an offense is liable on summary conviction to a fine of up to£2,500. Regulatory Oversight and Inspections The Act also sets out the powers and responsibilities of the CQC. Among other powers, the CQC administers the compulsory registration system andissues guidance to care service providers on how to comply with applicable standards set out in legislation. The CQC is also empowered to carry out inspections of care home premises to verify compliance with the standards set out in legislation. The CQC’scurrent policy is to carry out routine unannounced inspections at care homes at least once a year. Reports of all inspections in England are published, as aredetails of enforcement actions taken by the CQC, which can include issuing warning notices, restricting the services that the provider can offer, stoppingadmissions into the care service, issuing fixed penalty notices, suspending or cancelling the service registration and prosecution. Financial Assistance for Service Users Financial assistance for service users towards care home fees is available from local authorities and is means-tested. The National Health Service may also,in certain circumstances, contribute towards the costs of nursing care.14 Canada Retirement homes and long-term care facilities are subject to regulation, and long-term care facilities receive funding, under provincial law. There is nofederal regulation in this area. Set out below are summaries of the principal regulatory requirements in the provinces where we have a material number offacilities. Licensing and Regulation Ontario Long-term care facilities, or nursing homes, receive government funding, are licensed under the Long-Term Care Homes Act, 2007 and are governed by theMinistry of Health and Long-Term Care. The LTC Homes Act places a strong emphasis on the protection of residents. Retirement homes in Ontario are regulated under the Retirement Homes Act, 2010 (the “Act”). Retirement homes do not receive any government funding;residents pay for tenancy and services received at retirement homes. Residents may access publicly-funded external care services at the home from fundedexternal suppliers. A license is required to operate a retirement home. Licenses must be applied for and are non-transferable. Applications for licenses are directed to theRegistrar of the Retirement Homes Regulatory Authority (RHRA). All of the homes in which we have an interest in Ontario are licensed as retirement homes.One of the homes also has some licensed long-term care beds. Licenses can have conditions imposed upon them or can be suspended in circumstances where the operator is found to be in contravention of the Act. There is no set renewal period for licenses, and they terminate according to the terms set out in the license itself, or if one of the enumerated triggeringmechanisms occurs (for example, if the operator ceases to have controlling interest in the license). The licensee of a retirement home must ensure that the care provided by the home meets prescribed standards. The Act and its regulations include anumber of detailed provisions with respect to care standards, safety plans in the event of emergency or infectious disease, temperature control, cleanliness,pest control, maintenance, food preparations, risk of resident falls and behavioral management, among other things. A care plan must be developed for eachresident of the home (with their consent). The Act establishes a Residents’ Bill of Rights, which provides residents with a list of rights, such as the right toparticipate fully in decision-making with respect to care, the right not to be restrained and the right to know what care services are provided and their cost. The Residents’ Bill of Rights can be enforced as a contract. The Act requires a report to the RHRA when any person has reasonable grounds to suspect abuse of a resident by anyone, or neglect of a resident by staff. Following a report to the RHRA, there is a mandatory inspection carried out by the RHRA, which results in a report that is posted on the RHRA’s publicwebsite. The most recent report must also be posted in the subject home, and be readily available for review if requested thereafter. The Registrar of the RHRA has the power to inspect a retirement home at any time without warning or issue a warrant to ensure compliance with the Act. Compliance inspections occur at least every three years. The Registrar has the power to make a variety of orders including, for example, the imposition of afine or an order revoking the operator’s license. There is an appeal process in place with respect to orders made by the Registrar. The Act also enumeratesoffenses, such as operating without a license, and provides for penalties for offenses. British Columbia The Community Care and Assisted Living Act, the Residential Care Regulation, and the Community Care and Assisted Living Regulation (together, the“B.C. Act”) regulate “community care facilities” (long-term care facilities) in substantially the same manner as retirement homes are regulated under theOntario Act. The B.C. Act defines such a facility as premises used for the purpose of supervising vulnerable persons who require three or more prescribedservices. The B.C. Act also creates a separate regime for regulating “assisted living residences,” which are facilities providing at least one but not more than twoprescribed care services. Assisted living residences are designed for those who can live independently, but who require assistance with certain activities.Unlike community care facilities, assisted living residences must be registered with the registrar of assisted living residences, but do not require a license.Nevertheless, assisted living residences must be operated in a15 manner that does not jeopardize the health or safety of its residents. If the registrar has reason to believe a residence is not being operated in accordance withthis standard, the registrar may inspect the assisted living residence and may suspend or cancel a registration. Most of the residences in which we have aninterest in B.C. are assisted living residences, with one being an independent living residence. Independent living residences offer housing and hospitality services for retired adults who are functionally independent and able to direct their own care. Services available for residents can include, for example, meals, housekeeping, monitoring and emergency support, social and recreational opportunities, andtransportation. Québec In Québec, retirement homes are regulated by the Act respecting Health Services and Social Services (the “Act”) and the Regulation respecting the conditionsfor obtaining a certificate of compliance and the operating standards for a private seniors' residence (the “Regulation”), which refer to “private seniors’residences.” Private seniors’ residences in Québec are required to obtain a certificate of compliance. The Regulation is currently in the process of beingamended. A certificate of compliance is issued for a period of three years, is renewable and can only be validly transferred to another person with the writtenpermission of the regional licensing agency. An agency may revoke a temporary certificate, or revoke or refuse to issue or renew a certificate of compliance if,among other things, the operator fails to comply with the Act and the Regulation, although the decision of the applicable agency can be contested before theAdministrative Tribunal of Québec. The agency may also order the residence to take corrective measures, further to an inspection, complaint and/orinvestigation. The agency is authorized to inspect a residence, at any reasonable time of day, in order to ascertain whether it complies with the Act and theRegulation. Private seniors’ residences may belong to either or both of the following two categories: those offering services to independent elderly persons and thoseoffering services to semi-independent elderly persons. The operator of a residence must, for each category, comply with the applicable criteria and standards,with some exceptions provided for residences with fewer than six or ten rooms or apartments. The Act and the Regulation set out a number of detailedprovisions with respect to residents’ health and safety (including mandatory call-for-help systems, safety plans in the event of fire or infectious disease, healthassessments, permissible control measures, as well as administration and distribution of medication), meal services and recreation, content of residents’ files,disclosure of information to residents, and staffing requirements, among other things. Other Related Laws Privacy We are generally subject to privacy legislation in Canada, including, in certain provinces, privacy laws specifically related to personal health information. Although the obligations of custodians of personal health information in the various provinces differ to some extent, they all include the obligation to protect theinformation. Privacy laws in Canada are consent-based and require the implementation of a privacy program involving policies, procedures and thedesignation of an individual or team with primary responsibility for a custodian’s privacy law compliance. Mandatory breach notification is a requirementunder some laws. Some laws require notification where personal health information/personal information is processed or stored outside of Canada. Oneprovincial law (in Quebec) provides for fines where an organization fails to perform required due diligence before outsourcing activities involving personalinformation to a service provider outside of the province. Some privacy regulators in Canada have order-making authority and others are ombudspersons who make recommendations that may only be enforced bya court. Under a number of privacy laws, a finding by a regulator that a custodian has breached the law creates a right to apply to a court for moneydamages. In some provinces there is a statutory civil cause of action for breach of privacy. In other provinces, the courts have recognized a limited commonlaw cause of action for breach of privacy. The powers of privacy regulators and penalties for violations of privacy law vary according to the applicable law or are left to the courts. Generally,penalties are monetary in nature. Private rights of action may also be available and regulators have the authority to make public the identity of a healthinformation custodian that has been found to have committed a breach, so that there is a reputational risk associated with privacy law violations even wherethere are no monetary damages incurred. The notification of patients (mandatory under some privacy laws) and other activities required to manage a privacybreach can give rise to significant costs. Other Legislation 16 Retirement homes may be subject to residential tenancy laws, such that there can be restrictions on rent increases and termination of tenancies, forinstance. Other provincial legislation applicable to occupational health and safety, public health, and the provision of community health care and funded long-term care/skilled nursing may also apply to retirement homes. In addition, municipal laws with respect to matters such as fire safety, food services andzoning would also apply. Taxation Federal Income Tax Considerations The following summary of the taxation of the Company and the material federal tax consequences to the holders of our debt and equity securities is forgeneral information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to certain types of holders of stockor securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares ofcommon stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-marketmethod of accounting for their securities, investors in pass-through entities and foreign corporations and persons who are not citizens or residents of the UnitedStates). This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular investment or othercircumstances. In addition, this summary does not discuss any state or local income taxation or foreign income taxation or other tax consequences. Thissummary is based on current U.S. federal income tax law. Subsequent developments in U.S. federal income tax law, including changes in law or differinginterpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning anddisposing of our securities as set forth in this summary. Before you purchase our securities, you should consult your own tax advisor regarding the particularU.S. federal, state, local, foreign and other tax consequences of acquiring, owning and selling our securities. General We elected to be taxed as a real estate investment trust (a “REIT”) commencing with our first taxable year. We intend to continue to operate in such a manneras to qualify as a REIT, but there is no guarantee that we will qualify or remain qualified as a REIT for subsequent years. Qualification and taxation as aREIT depends upon our ability to meet a variety of qualification tests imposed under federal income tax law with respect to income, assets, distribution leveland diversity of share ownership as discussed below under “— Qualification as a REIT.” There can be no assurance that we will be owned and organized andwill operate in a manner so as to qualify or remain qualified. In any year in which we qualify as a REIT, in general, we will not be subject to federal income tax on that portion of our REIT taxable income or capitalgain that is distributed to stockholders. We may, however, be subject to tax at normal corporate rates on any taxable income or capital gain not distributed. Ifwe elect to retain and pay income tax on our net long-term capital gains, stockholders are required to include their proportionate share of our undistributed long-term capital gains in income, but they will receive a refundable credit for their share of any taxes paid by us on such gain. Despite the REIT election, we may be subject to federal income and excise tax as follows: • To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” asadjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates; • We may be subject to the “alternative minimum tax” (the “AMT”) on certain tax preference items to the extent that the AMT exceeds our regular tax; • If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course ofbusiness or other non-qualifying income from foreclosure property, such income will be taxed at the highest corporate rate; • Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in theordinary course of business, other than dispositions of foreclosure property and dispositions of property due to an involuntary conversion) will besubject to a 100% tax; • If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT becausecertain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross17 income attributable to the greater of (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test(discussed below) or (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test (discussedbelow) multiplied by (2) a fraction intended to reflect our profitability; • If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain netincome for such year (other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding periods,we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed; • We will be subject to a 100% tax on the amount of any rents from real property, deductions or excess interest paid to us by any of our “taxable REITsubsidiaries” that would be reduced through reallocation under certain federal income tax principles in order to more clearly reflect income of the taxableREIT subsidiary. See “— Qualification as a REIT — Investments in Taxable REIT Subsidiaries;” and • We may be subject to the corporate “alternative minimum tax” on any items of tax preference, including any deductions of net operating losses. If we acquire any assets from a corporation, which is or has been a “C” corporation, in a carryover basis transaction, we could be liable for specifiedliabilities that are inherited from the “C” corporation. A “C” corporation is generally defined as a corporation that is required to pay full corporate level federalincome tax. If we recognize gain on the disposition of the assets during the ten-year period beginning on the date on which the assets were acquired by us, then,to the extent of the assets’ “built-in gain” (i.e., the excess of the fair market value of the asset over the adjusted tax basis in the asset, in each case determined asof the beginning of the ten-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The results described in thisparagraph with respect to the recognition of built-in gain assume that the built-in gain assets, at the time the built-in gain assets were subject to a conversiontransaction (either where a “C” corporation elected REIT status or a REIT acquired the assets from a “C” corporation), were not treated as sold to an unrelatedparty and gain recognized. For those properties that are subject to the built-in-gains tax, if triggered by a sale within the ten-year period beginning on the date onwhich the properties were acquired by us, then the potential amount of built-in-gains tax will be an additional factor when considering a possible sale of theproperties. See Note 18 to our consolidated financial statements for additional information regarding the built-in gains tax. Qualification as a REIT A REIT is defined as a corporation, trust or association: (1) which is managed by one or more trustees or directors; (2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest; (3) which would be taxable as a domestic corporation but for the federal income tax law relating to REITs; (4) which is neither a financial institution nor an insurance company; (5) the beneficial ownership of which is held by 100 or more persons in each taxable year of the REIT except for its first taxable year; (6) not more than 50% in value of the outstanding stock of which is owned during the last half of each taxable year, excluding its first taxable year,directly or indirectly, by or for five or fewer individuals (which includes certain entities) (the “Five or Fewer Requirement”); and (7) which meets certain income and asset tests described below. Conditions (1) to (4), inclusive, must be met during the entire taxable year and condition (5) must be met during at least 335 days of a taxable year of12 months or during a proportionate part of a taxable year of less than 12 months. For purposes of conditions (5) and (6), pension funds and certain othertax-exempt entities are treated as individuals, subject to a “look-through” exception in the case of condition (6). Based on publicly available information, we believe we have satisfied the share ownership requirements set forth in (5) and (6) above. In addition,Article VI of our by-laws provides for restrictions regarding ownership and transfer of shares. These18 restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. These restrictions, however,may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in (5) and (6) above. We have complied with, and will continue to comply with, regulatory rules to send annual letters to certain of our stockholders requesting informationregarding the actual ownership of our stock. If, despite sending the annual letters, we do not know, or after exercising reasonable diligence would not haveknown, whether we failed to meet the Five or Fewer Requirement, we will be treated as having met the Five or Fewer Requirement. If we fail to comply withthese regulatory rules, we will be subject to a monetary penalty. If our failure to comply was due to intentional disregard of the requirement, the penalty wouldbe increased. However, if our failure to comply were due to reasonable cause and not willful neglect, no penalty would be imposed. We may own a number of properties through wholly owned subsidiaries. A corporation will qualify as a “qualified REIT subsidiary” if 100% of its stockis owned by a REIT, and the REIT does not elect to treat the subsidiary as a taxable REIT subsidiary. A “qualified REIT subsidiary” will not be treated as aseparate corporation, and all assets, liabilities and items of income, deductions and credits of a “qualified REIT subsidiary” will be treated as assets,liabilities and items (as the case may be) of the REIT. A “qualified REIT subsidiary” is not subject to federal income tax, and our ownership of the votingstock of a qualified REIT subsidiary will not violate the restrictions against ownership of securities of any one issuer which constitute more than 10% of thevalue or total voting power of such issuer or more than 5% of the value of our total assets, as described below under “— Asset Tests.” If we invest in a partnership, a limited liability company or a trust taxed as a partnership or as a disregarded entity, we will be deemed to own aproportionate share of the partnership’s, limited liability company’s or trust’s assets. Likewise, we will be treated as receiving our share of the income and lossof the partnership, limited liability company or trust, and the gross income will retain the same character in our hands as it has in the hands of thepartnership, limited liability company or trust. These “look-through” rules apply for purposes of the income tests and assets tests described below. Income Tests. There are two separate percentage tests relating to our sources of gross income that we must satisfy for each taxable year. • At least 75% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derivedeach taxable year from “rents from real property,” other income from investments relating to real property or mortgages on real property or certainincome from qualified temporary investments. • At least 95% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derivedeach taxable year from any of the sources qualifying for the 75% gross income test and from dividends (including dividends from taxable REITsubsidiaries) and interest. As to transactions entered into in taxable years beginning after October 22, 2004 and on or prior to July 30, 2008, any of our income from a “clearlyidentified” hedging transaction that is entered into by us in the normal course of business, directly or indirectly, to manage the risk of interest rate movements,price changes or currency fluctuations with respect to borrowings or obligations incurred or to be incurred by us, or such other risks that are prescribed by theInternal Revenue Service, is excluded from the 95% gross income test. For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction that is entered into by us in the normalcourse of business, directly or indirectly, to manage the risk of interest rate movements, price changes or currency fluctuations with respect to borrowings orobligations incurred or to be incurred by us is excluded from the 95% and 75% gross income tests. For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction entered into by us primarily to managerisk of currency fluctuations with respect to any item of income or gain that is included in gross income in the 95% and 75% gross income tests is excludedfrom the 95% and 75% gross income tests. In general, a hedging transaction is “clearly identified” if (1) the transaction is identified as a hedging transaction before the end of the day on which it isentered into and (2) the items or risks being hedged are identified “substantially contemporaneously” with the hedging transaction. An identification is notsubstantially contemporaneous if it is made more than 35 days after entering into the hedging transaction. As to gains and items of income recognized after July 30, 2008, “passive foreign exchange gain” for any taxable year will not constitute gross income forpurposes of the 95% gross income test and “real estate foreign exchange gain” for any taxable year will19 not constitute gross income for purposes of the 75% gross income test. Real estate foreign exchange gain is foreign currency gain (as defined in Internal RevenueCode Section 988(b)(1)) which is attributable to: (i) any qualifying item of income or gain for purposes of the 75% gross income test; (ii) the acquisition orownership of obligations secured by mortgages on real property or interests in real property; or (iii) becoming or being the obligor under obligations secured bymortgages on real property or on interests in real property. Real estate foreign exchange gain also includes Internal Revenue Code Section 987 gain attributable toa qualified business unit (a “QBU”) of a REIT if the QBU itself meets the 75% gross income test for the taxable year and the 75% asset test at the close ofeach quarter that the REIT has directly or indirectly held the QBU. Real estate foreign exchange gain also includes any other foreign currency gain asdetermined by the Secretary of the Treasury. Passive foreign exchange gain includes all real estate foreign exchange gain and foreign currency gain which isattributable to: (i) any qualifying item of income or gain for purposes of the 95% gross income test; (ii) the acquisition or ownership of obligations;(iii) becoming or being the obligor under obligations; and (iv) any other foreign currency gain as determined by the Secretary of the Treasury. Generally, other than income from “clearly identified” hedging transactions entered into by us in the normal course of business, any foreign currency gainderived by us from dealing, or engaging in substantial and regular trading, in securities will constitute gross income which does not qualify under the 95% or75% gross income tests. Rents received by us will qualify as “rents from real property” for purposes of satisfying the gross income tests for a REIT only if several conditions aremet: • The amount of rent must not be based in whole or in part on the income or profits of any person, although rents generally will not be excluded merelybecause they are based on a fixed percentage or percentages of receipts or sales. • Rents received from a tenant will not qualify as rents from real property if the REIT, or an owner of 10% or more of the REIT, also directly orconstructively owns 10% or more of the tenant, unless the tenant is our taxable REIT subsidiary and certain other requirements are met with respect tothe real property being rented. • If rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease,then the portion of rent attributable to such personal property will not qualify as “rents from real property.” • For rents to qualify as rents from real property, we generally must not furnish or render services to tenants, other than through a taxable REITsubsidiary or an “independent contractor” from whom we derive no income, except that we may directly provide services that are “usually orcustomarily rendered” in the geographic area in which the property is located in connection with the rental of real property for occupancy only, or arenot otherwise considered “rendered to the occupant for his convenience.” • For taxable years beginning after July 30, 2008, the REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REITsubsidiary if the property is operated on behalf of such subsidiary by a person who qualifies as an “independent contractor” and who is, or is relatedto a person who is, actively engaged in the trade or business of operating health care facilities for any person unrelated to us or our taxable REITsubsidiary, an “eligible independent contractor.” Generally, the rent that the REIT receives from the taxable REIT subsidiary will be treated as “rentsfrom real property.” A “qualified health care property” includes any real property and any personal property that is, or is necessary or incidental to theuse of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility thatextends medical or nursing or ancillary services to patients and is operated by a provider of such services that is eligible for participation in theMedicare program with respect to such facility. A REIT is permitted to render a de minimis amount of impermissible services to tenants and still treat amounts received with respect to that property as rentfrom real property. The amount received or accrued by the REIT during the taxable year for the impermissible services with respect to a property may notexceed 1% of all amounts received or accrued by the REIT directly or indirectly from the property. The amount received for any service or managementoperation for this purpose shall be deemed to be not less than 150% of the direct cost of the REIT in furnishing or rendering the service or providing themanagement or operation. Furthermore, impermissible services may be furnished to tenants by a taxable REIT subsidiary subject to certain conditions, and wemay still treat rents received with respect to the property as rent from real property. The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of anyperson, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales. 20 If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we areeligible for relief. These relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable yeardescribing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. If these relief provisions apply,a 100% tax is imposed on an amount equal to (a) the gross income attributable to (1) 75% of our gross income over the amount of qualifying gross income forpurposes of the 75% income test and (2) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% income test,multiplied by (b) a fraction intended to reflect our profitability. The Secretary of the Treasury is given broad authority to determine whether particular items of income or gain qualify or not under the 75% and 95%gross income tests, or are to be excluded from the measure of gross income for such purposes. Asset Tests. Within 30 days after the close of each quarter of our taxable year, we must also satisfy several tests relating to the nature and diversification ofour assets determined in accordance with generally accepted accounting principles. At least 75% of the value of our total assets must be represented by realestate assets, cash, cash items (including receivables arising in the ordinary course of our operation), government securities and qualified temporaryinvestments. Although the remaining 25% of our assets generally may be invested without restriction, we are prohibited from owning securities representingmore than 10% of either the vote (the “10% vote test”) or value (the “10% value test”) of the outstanding securities of any issuer other than a qualified REITsubsidiary, another REIT or a taxable REIT subsidiary. Further, no more than 25% of the total assets may be represented by securities of one or more taxableREIT subsidiaries (the “25% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuerother than a qualified REIT subsidiary (the “5% asset test”), another REIT or a taxable REIT subsidiary. Each of the 10% vote test, the 10% value test and the25% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value related tests are not satisfied due tochanges in the value of the assets of a REIT. Certain items are excluded from the 10% value test, including: (1) straight debt securities (as defined in Internal Revenue Code Section 1361(c)(5)) of anissuer (including straight debt that provides certain contingent payments); (2) any loan to an individual or an estate; (3) any rental agreement described inSection 467 of the Internal Revenue Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued bya state or any subdivision thereof, the District of Columbia, a foreign government, or any political subdivision thereof, or the Commonwealth of Puerto Rico;(6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition ofsecurity (“excluded securities”). Special rules apply to straight debt securities issued by corporations and entities taxable as partnerships for federal income taxpurposes. If a REIT, or its taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuer thatare not excluded securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included inthe 10% value test. A REIT’s interest as a partner in a partnership is not treated as a security for purposes of applying the 10% value test to securities issued by thepartnership. Further, any debt instrument issued by a partnership will not be a security for purposes of applying the 10% value test (1) to the extent of theREIT’s interest as a partner in the partnership and (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions)would qualify for the 75% gross income test. For purposes of the 10% value test, a REIT’s interest in a partnership’s assets is determined by the REIT’sproportionate interest in any securities issued by the partnership (other than the excluded securities described in the preceding paragraph). For taxable years beginning after July 30, 2008, if the REIT or its QBU uses a foreign currency as its functional currency, the term “cash” includes suchforeign currency, but only to the extent such foreign currency is (i) held for use in the normal course of the activities of the REIT or QBU which give rise toitems of income or gain that are included in the 95% and 75% gross income tests or are directly related to acquiring or holding assets qualifying under the75% asset test, and (ii) not held in connection with dealing or engaging in substantial and regular trading in securities. With respect to corrections of failures as to violations of the 10% vote test, the 10% value test or the 5% asset test, a REIT may avoid disqualification as aREIT by disposing of sufficient assets to cure a violation that does not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or$10,000,000, provided that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the assets. Forviolations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, a REITcan avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including disposition of sufficient assets within the six monthperiod described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the netincome generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule with theInternal Revenue Service that describes the non-qualifying assets. 21 Investments in Taxable REIT Subsidiaries. REITs may own more than 10% of the voting power and value of securities in taxable REIT subsidiaries. Weand any taxable corporate entity in which we own an interest are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.” Certain of our subsidiaries have elected to be treated as a taxable REIT subsidiary. Taxable REIT subsidiaries are subject to full corporate level federaltaxation on their earnings but are permitted to engage in certain types of activities that cannot be performed directly by REITs without jeopardizing their REITstatus. Our taxable REIT subsidiaries will attempt to minimize the amount of these taxes, but there can be no assurance whether or the extent to whichmeasures taken to minimize taxes will be successful. To the extent our taxable REIT subsidiaries are required to pay federal, state or local taxes, the cashavailable for distribution as dividends to us from our taxable REIT subsidiaries will be reduced. The amount of interest on related-party debt that a taxable REIT subsidiary may deduct is limited. Further, a 100% tax applies to any interest payments bya taxable REIT subsidiary to its affiliated REIT to the extent the interest rate is not commercially reasonable. A taxable REIT subsidiary is permitted to deductinterest payments to unrelated parties without any of these restrictions. The Internal Revenue Service may reallocate costs between a REIT and its taxable REIT subsidiary where there is a lack of arm’s-length dealing between theparties. Any deductible expenses allocated away from a taxable REIT subsidiary would increase its tax liability. Further, any amount by which a REITunderstates its deductions and overstates those of its taxable REIT subsidiary may, subject to certain exceptions, be subject to a 100% tax. Additional taxableREIT subsidiary elections may be made in the future for additional entities in which we obtain an interest. Annual Distribution Requirements. In order to avoid being taxed as a regular corporation, we are required to make distributions (other than capital gaindistributions) to our stockholders which qualify for the dividends paid deduction in an amount at least equal to (1) the sum of (i) 90% of our “REIT taxableincome” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the after-tax net income, if any, from foreclosureproperty, minus (2) a portion of certain items of non-cash income. These distributions must be paid in the taxable year to which they relate, or in the followingtaxable year if declared before we timely file our tax return for that year and if paid on or before the first regular distribution payment after such declaration.The amount distributed must not be preferential. This means that every stockholder of the class of stock to which a distribution is made must be treated thesame as every other stockholder of that class, and no class of stock may be treated otherwise than in accordance with its dividend rights as a class. To theextent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will besubject to tax on the undistributed amount at regular corporate tax rates. As discussed above, we may be subject to an excise tax if we fail to meet certain otherdistribution requirements. We believe we have satisfied the annual distribution requirements for the year of our initial REIT election and each year thereafterthrough the year ended December 31, 2013. Although we intend to make timely distributions sufficient to satisfy these annual distribution requirements forsubsequent years, economic, market, legal, tax or other factors could limit our ability to meet those requirements. See “Item 1A — Risk Factors.” It is also possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or to distributesuch greater amount as may be necessary to avoid income and excise taxation, due to, among other things, (1) timing differences between (i) the actual receiptof income and actual payment of deductible expenses and (ii) the inclusion of income and deduction of expenses in arriving at our taxable income, or (2) thepayment of severance benefits that may not be deductible to us. In the event that timing differences occur, we may find it necessary to arrange for borrowingsor, if possible, pay dividends in the form of taxable stock dividends in order to meet the distribution requirement. Under certain circumstances, in the event of a deficiency determined by the Internal Revenue Service, we may be able to rectify a resulting failure to meet thedistribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for distributionspaid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends; however, we will be required to payapplicable penalties and interest based upon the amount of any deduction taken for deficiency dividend distributions. Failure to Qualify as a REIT If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to federal income tax, including any applicable alternative minimum tax,on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible nor willany particular amount of distributions be required to be made in any year. All distributions to stockholders will be taxable as ordinary income to the extent ofcurrent and accumulated earnings and profits allocable to these distributions and, subject to certain limitations, will be eligible for the dividends receiveddeduction for corporate stockholders. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for thefour taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we22 would be entitled to statutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments in order to paypotentially significant resulting tax liabilities. In addition to the relief described above under “— Income Tests” and “— Asset Tests,” relief is available in the event that we violate a provision of theInternal Revenue Code that would result in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect; (2) wepay a penalty of $50,000 for each failure to satisfy the provision; and (3) the violation does not include a violation described under “— Income Tests” or“— Asset Tests” above. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. Federal Income Taxation of Holders of Our Stock Treatment of Taxable U.S. Stockholders. The following summary applies to you only if you are a “U.S. stockholder.” A “U.S. stockholder” is a holderof shares of stock who, for United States federal income tax purposes, is: • a citizen or resident of the United States; • a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of theUnited States or of any political subdivision of the United States, including any state; • an estate, the income of which is subject to United States federal income taxation regardless of its source; or • a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within themeaning of the Internal Revenue Code, has the authority to control all of the trust’s substantial decisions. So long as we qualify for taxation as a REIT, distributions on shares of our stock made out of the current or accumulated earnings and profits allocable tothese distributions (and not designated as capital gain dividends) will be includable as ordinary income for federal income tax purposes. None of thesedistributions will be eligible for the dividends received deduction for U.S. corporate stockholders. Generally, for taxable years following the year ended December 31, 2013, the maximum marginal rate of tax payable by individuals on dividends receivedfrom corporations that are subject to a corporate level of tax is 20%. Except in limited circumstances, this tax rate will not apply to dividends paid to you by uson our shares, because generally we are not subject to federal income tax on the portion of our REIT taxable income or capital gains distributed to ourstockholders. The reduced maximum federal income tax rate will apply to that portion, if any, of dividends received by you with respect to our shares that areattributable to: (1) dividends received by us from non-REIT corporations or other taxable REIT subsidiaries; (2) income from the prior year with respect towhich we were required to pay federal corporate income tax during the prior year (if, for example, we did not distribute 100% of our REIT taxable income forthe prior year); or (3) the amount of any earnings and profits that were distributed by us and accumulated in a non-REIT year. Distributions that are designated as capital gain dividends will be taxed as long-term capital gains (to the extent they do not exceed our actual net capital gainfor the taxable year), without regard to the period for which you held our stock. However, if you are a corporation, you may be required to treat a portion ofsome capital gain dividends as ordinary income. If we elect to retain and pay income tax on any net long-term capital gain, you would include in income, as long-term capital gain, your proportionate shareof this net long-term capital gain. You would also receive a refundable tax credit for your proportionate share of the tax paid by us on such retained capitalgains, and you would have an increase in the basis of your shares of our stock in an amount equal to your includable capital gains less your share of the taxdeemed paid. You may not include in your federal income tax return any of our net operating losses or capital losses. Federal income tax rules may also require that certainminimum tax adjustments and preferences be apportioned to you. In addition, any distribution declared by us in October, November or December of any yearon a specified date in any such month shall be treated as both paid by us and received by you on December 31 of that year, provided that the distribution isactually paid by us no later than January 31 of the following year. We will be treated as having sufficient earnings and profits to treat as a dividend any distribution up to the amount required to be distributed in order toavoid imposition of the 4% excise tax discussed under “— General” and “— Qualification as a REIT — Annual Distribution Requirements” above. As aresult, you may be required to treat as taxable dividends certain distributions that would23 otherwise result in a tax-free return of capital. Moreover, any “deficiency dividend” will be treated as a dividend (an ordinary dividend or a capital gaindividend, as the case may be), regardless of our earnings and profits. Any other distributions in excess of current or accumulated earnings and profits will notbe taxable to you to the extent these distributions do not exceed the adjusted tax basis of your shares of our stock. You will be required to reduce the tax basis ofyour shares of our stock by the amount of these distributions until the basis has been reduced to zero, after which these distributions will be taxable as capitalgain, if the shares of our stock are held as capital assets. The tax basis as so reduced will be used in computing the capital gain or loss, if any, realized uponsale of the shares of our stock. Any loss upon a sale or exchange of shares of our stock which were held for six months or less (after application of certainholding period rules) will generally be treated as a long-term capital loss to the extent you previously received capital gain distributions with respect to theseshares of our stock. Upon the sale or exchange of any shares of our stock to or with a person other than us or a sale or exchange of all shares of our stock (whether actually orconstructively owned) with us, you will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange andyour adjusted tax basis in these shares of our stock. This gain will be capital gain if you held these shares of our stock as a capital asset. If we redeem any of your shares in us, the treatment can only be determined on the basis of particular facts at the time of redemption. In general, you willrecognize gain or loss (as opposed to dividend income) equal to the difference between the amount received by you in the redemption and your adjusted taxbasis in your shares redeemed if such redemption: (1) results in a “complete termination” of your interest in all classes of our equity securities; (2) is a“substantially disproportionate redemption”; or (3) is “not essentially equivalent to a dividend” with respect to you. In applying these tests, you must take intoaccount your ownership of all classes of our equity securities (e.g., common stock, preferred stock, depositary shares and warrants). You also must take intoaccount any equity securities that are considered to be constructively owned by you. If, as a result of a redemption by us of your shares, you no longer own (either actually or constructively) any of our equity securities or only own (actuallyand constructively) an insubstantial percentage of our equity securities, then it is probable that the redemption of your shares would be considered “notessentially equivalent to a dividend” and, thus, would result in gain or loss to you. However, whether a distribution is “not essentially equivalent to adividend” depends on all of the facts and circumstances, and if you rely on any of these tests at the time of redemption, you should consult your tax advisorto determine their application to the particular situation. Generally, if the redemption does not meet the tests described above, then the proceeds received by you from the redemption of your shares will be treated asa distribution taxable as a dividend to the extent of the allocable portion of current or accumulated earnings and profits. If the redemption is taxed as adividend, your adjusted tax basis in the redeemed shares will be transferred to any other shareholdings in us that you own. If you own no other shareholdingsin us, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely. Gain from the sale or exchange of our shares held for more than one year is generally taxed at a maximum long-term capital gain rate of 20% in the case ofstockholders who are individuals and 35% in the case of stockholders that are corporations. Pursuant to Internal Revenue Service guidance, we may classifyportions of our capital gain dividends as gains eligible for the long-term capital gains rate or as gain taxable to individual stockholders at a maximum rate of25%. Capital losses recognized by a stockholder upon the disposition of our shares held for more than one year at the time of disposition will be consideredlong term capital losses, and are generally available only to offset capital gain income of the stockholder but not ordinary income (except in the case ofindividuals, who may offset up to $3,000 of ordinary income each year). An additional tax of 3.8% generally will be imposed on the “net investment income” of U.S. stockholders who meet certain requirements and areindividuals, estates or certain trusts for taxable years beginning after December 31, 2012. Among other items, “net investment income” generally includesgross income from dividends and net gain attributable to the disposition of certain property, such as shares of our common stock or warrants. In the case ofindividuals, this tax will only apply to the extent such individual’s modified adjusted gross income exceeds $200,000 ($250,000 for married couples filing ajoint return and surviving spouses, and $125,000 for married individuals filing a separate return). U.S. stockholders should consult their tax advisorsregarding the possible applicability of this additional tax in their particular circumstances. Treatment of Tax-Exempt U.S. Stockholders. Tax-exempt entities, including qualified employee pension and profit sharing trusts and individualretirement accounts (“Exempt Organizations”), generally are exempt from federal income taxation. However, they are subject to taxation on their unrelatedbusiness taxable income (“UBTI”). The Internal Revenue Service has issued a published revenue ruling that dividend distributions from a REIT to an exemptemployee pension trust do not constitute UBTI, provided that the shares of the REIT are not otherwise used in an unrelated trade or business of the exemptemployee pension trust. Based on this ruling, amounts distributed by us to Exempt Organizations generally should not constitute UBTI. However, if anExempt Organization finances its acquisition of the shares of our stock with debt, a portion of its income from us will constitute UBTI pursuant to the “debt24 financed property” rules. Likewise, a portion of the Exempt Organization’s income from us would constitute UBTI if we held a residual interest in a real estatemortgage investment conduit. In addition, in certain circumstances, a pension trust that owns more than 10% of our stock is required to treat a percentage of our dividends as UBTI.This rule applies to a pension trust holding more than 10% of our stock only if: (1) the percentage of our income that is UBTI (determined as if we were apension trust) is at least 5%; (2) we qualify as a REIT by reason of the modification of the Five or Fewer Requirement that allows beneficiaries of the pensiontrust to be treated as holding shares in proportion to their actuarial interests in the pension trust; and (3) either (i) one pension trust owns more than 25% of thevalue of our stock, or (ii) a group of pension trusts individually holding more than 10% of the value of our stock collectively own more than 50% of the valueof our stock. Backup Withholding and Information Reporting. Under certain circumstances, you may be subject to backup withholding at applicable rates onpayments made with respect to, or cash proceeds of a sale or exchange of, shares of our stock. Backup withholding will apply only if you: (1) fail to provide acorrect taxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayeridentification number; (3) are notified by the Internal Revenue Service that you have failed to properly report payments of interest or dividends; or (4) fail tocertify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the Internal Revenue Service has not notified youthat you are subject to backup withholding. Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and tax-exempt organizations. Youshould consult with a tax advisor regarding qualification for exemption from backup withholding, and the procedure for obtaining an exemption. Backupwithholding is not an additional tax. Rather, the amount of any backup withholding with respect to a payment to a stockholder will be allowed as a creditagainst such stockholder’s United States federal income tax liability and may entitle such stockholder to a refund, provided that the required information isprovided to the Internal Revenue Service. In addition, withholding a portion of capital gain distributions made to stockholders may be required forstockholders who fail to certify their non-foreign status. Taxation of Foreign Stockholders. The following summary applies to you only if you are a foreign person. The federal taxation of foreign persons is ahighly complex matter that may be affected by many considerations. Except as discussed below, distributions to you of cash generated by our real estate operations in the form of ordinary dividends, but not by the sale orexchange of our capital assets, generally will be subject to U.S. withholding tax at a rate of 30%, unless an applicable tax treaty reduces that tax and you filewith us the required form evidencing the lower rate. In general, you will be subject to United States federal income tax on a graduated rate basis rather than withholding with respect to your investment in ourstock if such investment is “effectively connected” with your conduct of a trade or business in the United States. A corporate foreign stockholder that receivesincome that is, or is treated as, effectively connected with a United States trade or business may also be subject to the branch profits tax, which is payable inaddition to regular United States corporate income tax. The following discussion will apply to foreign stockholders whose investment in us is not so effectivelyconnected. We expect to withhold United States income tax, as described below, on the gross amount of any distributions paid to you unless (1) you file anInternal Revenue Service Form W-8ECI with us claiming that the distribution is “effectively connected” or (2) certain other exceptions apply. Distributions by us that are attributable to gain from the sale or exchange of a United States real property interest will be taxed to you under the ForeignInvestment in Real Property Tax Act of 1980 (“FIRPTA”) as if these distributions were gains “effectively connected” with a United States trade or business.Accordingly, you will be taxed at the normal capital gain rates applicable to a U.S. stockholder on these amounts, subject to any applicable alternativeminimum tax and a special alternative minimum tax in the case of nonresident alien individuals. Distributions subject to FIRPTA may also be subject to abranch profits tax in the hands of a corporate foreign stockholder that is not entitled to treaty exemption. We will be required to withhold from distributions subject to FIRPTA, and remit to the Internal Revenue Service, 35% of designated capital gain dividends,or, if greater, 35% of the amount of any distributions that could be designated as capital gain dividends. In addition, if we designate prior distributions ascapital gain dividends, subsequent distributions, up to the amount of the prior distributions not withheld against, will be treated as capital gain dividends forpurposes of withholding. Any capital gain dividend with respect to any class of stock that is “regularly traded” on an established securities market will be treated as an ordinarydividend if the foreign stockholder did not own more than 5% of such class of stock at any time during the taxable year. Foreign stockholders generally willnot be required to report distributions received from us on U.S. federal income tax returns and all distributions treated as dividends for U.S. federal income taxpurposes (including any such capital gain dividends) will be subject to a 30% U.S. withholding tax (unless reduced under an applicable income tax treaty) asdiscussed above. In addition, the branch profits tax will not apply to such distributions. 25 Unless our shares constitute a “United States real property interest” within the meaning of FIRPTA or are effectively connected with a U.S. trade orbusiness, a sale of our shares by you generally will not be subject to United States taxation. Our shares will not constitute a United States real property interestif we qualify as a “domestically controlled REIT.” We believe that we, and expect to continue to, qualify as a domestically controlled REIT. A domesticallycontrolled REIT is a REIT in which at all times during a specified testing period less than 50% in value of its shares is held directly or indirectly by foreignstockholders. However, if you are a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certainother conditions apply, you will be subject to a 30% tax on such capital gains. In any event, a purchaser of our shares from you will not be required underFIRPTA to withhold on the purchase price if the purchased shares are “regularly traded” on an established securities market or if we are a domesticallycontrolled REIT. Otherwise, under FIRPTA, the purchaser may be required to withhold 10% of the purchase price and remit such amount to the InternalRevenue Service. Backup withholding tax and information reporting will generally not apply to distributions paid to you outside the United States that are treated as:(1) dividends to which the 30% or lower treaty rate withholding tax discussed above applies; (2) capital gains dividends; or (3) distributions attributable togain from the sale or exchange by us of U.S. real property interests. Payment of the proceeds of a sale of stock within the United States or conducted throughcertain U.S. related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies underpenalties of perjury that he or she is not a U.S. person (and the payor does not have actual knowledge that the beneficial owner is a U.S. person) or otherwiseestablished an exemption. You may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate claim for refundwith the Internal Revenue Service. Withholding tax at a rate of 30% will be imposed on certain payments to you or certain foreign financial institutions (including investment funds) and othernon-US persons receiving payments on your behalf, including distributions in respect of shares of our stock and gross proceeds from the sale of shares of ourstock, if you or such institutions fail to comply with certain due diligence, disclosure and reporting rules, as set forth in recently issued Treasury regulations.Accordingly, the entity through which shares of our stock are held will affect the determination of whether such withholding is required. Withholding willapply to payments of dividends made after June 30, 2014, and to payments of gross proceeds from a sale of shares of our stock made after December 31,2016. Stockholders that are otherwise eligible for an exemption from, or reduction of, U.S. withholding taxes with respect to such dividends and proceedswill be required to seek a refund from the Internal Revenue Service to obtain the benefit of such exemption or reduction. Additional requirements andconditions may be imposed pursuant to an intergovernmental agreement, if and when entered into, between the United States and such institution’s homejurisdiction. We will not pay any additional amounts to any stockholders in respect of any amounts withheld. You are encouraged to consult with your taxadvisor regarding U.S. withholding taxes and the application of the recently issued Treasury regulations in light of your particular circumstances. U.S. Federal Income Taxation of Holders of Depositary Shares Owners of our depositary shares will be treated as if you were owners of the series of preferred stock represented by the depositary shares. Thus, you willbe required to take into account the income and deductions to which you would be entitled if you were a holder of the underlying series of preferred stock. Conversion or Exchange of Shares for Preferred Stock. No gain or loss will be recognized upon the withdrawal of preferred stock in exchange fordepositary shares and the tax basis of each share of preferred stock will, upon exchange, be the same as the aggregate tax basis of the depositary sharesexchanged. If you held your depositary shares as a capital asset at the time of the exchange for shares of preferred stock, the holding period for your shares ofpreferred stock will include the period during which you owned the depositary shares. U.S. Federal Income and Estate Taxation of Holders of Our Debt Securities The following is a general summary of the United States federal income tax consequences and, in the case that you are a holder that is a non-U.S. holder, asdefined below, the United States federal estate tax consequences, of purchasing, owning and disposing of debt securities periodically offered under one or moreindentures (the “notes”). This summary assumes that you hold the notes as capital assets. This summary applies to you only if you are the initial holder ofthe notes and you acquire the notes for a price equal to the issue price of the notes. The issue price of the notes is the first price at which a substantial amountof the notes is sold other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents orwholesalers. In addition, this summary does not consider any foreign, state, local or other tax laws that may be applicable to us or a purchaser of the notes. U.S. Holders 26 The following summary applies to you only if you are a U.S. holder, as defined below. Definition of a U.S. Holder. A “U.S. holder” is a beneficial owner of a note or notes that is for United States federal income tax purposes: • a citizen or resident of the United States; • a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of theUnited States or of any political subdivision of the United States, including any state; • an estate, the income of which is subject to United States federal income taxation regardless of its source; or • a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within themeaning of the Internal Revenue Code, has the authority to control all of the trust’s substantial decisions. Payments of Interest. Stated interest on the notes generally will be taxed as ordinary interest income from domestic sources at the time it is paid or accruesin accordance with your method of accounting for tax purposes. Sale, Exchange or Other Disposition of Notes. The adjusted tax basis in your note acquired at a premium will generally be your cost. You generally willrecognize taxable gain or loss when you sell or otherwise dispose of your notes equal to the difference, if any, between: • the amount realized on the sale or other disposition, less any amount attributable to any accrued interest, which will be taxable in the manner describedunder “— Payments of Interest” above; and • your adjusted tax basis in the notes. Your gain or loss generally will be capital gain or loss. This capital gain or loss will be long-term capital gain or loss if at the time of the sale or otherdisposition you have held the notes for more than one year. Subject to limited exceptions, your capital losses cannot be used to offset your ordinary income(except in the case of individuals, who may offset up to $3,000 of ordinary income each year). Backup Withholding and Information Reporting. In general, “backup withholding” may apply to any payments made to you of principal and interest onyour note, and to payment of the proceeds of a sale or other disposition of your note before maturity, if you are a non-corporate U.S. holder and: (1) fail toprovide a correct taxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayeridentification number; (3) are notified by the Internal Revenue Service that you have failed to properly report payments of interest or dividends; or (4) fail tocertify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the Internal Revenue Service has not notified youthat you are subject to backup withholding. The amount of any reportable payments, including interest, made to you (unless you are an exempt recipient) and the amount of tax withheld, if any, withrespect to such payments will be reported to you and to the Internal Revenue Service for each calendar year. You should consult your tax advisor regardingyour qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding taxis not an additional tax and will be credited against your U.S. federal income tax liability, provided that correct information is provided to the Internal RevenueService. Non-U.S. Holders The following summary applies to you if you are a beneficial owner of a note and are not a U.S. holder, as defined above (a “non-U.S. holder”). Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations,” “passive foreign investment companies” and “foreignpersonal holding companies.” Such entities are encouraged to consult their tax advisors to determine the United States federal, state, local and other taxconsequences that may be relevant to them. 27 U.S. Federal Withholding Tax. Subject to the discussion below, U.S. federal withholding tax will not apply to payments by us or our paying agent, in itscapacity as such, of principal and interest on your notes under the “portfolio interest” exception of the Internal Revenue Code, provided that: • you do not, directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our stock entitled tovote; • you are not (1) a controlled foreign corporation for U.S. federal income tax purposes that is related, directly or indirectly, to us through sufficient stockownership, as provided in the Internal Revenue Code, or (2) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; • such interest is not effectively connected with your conduct of a U.S. trade or business; and • you provide a signed written statement, under penalties of perjury, which can reliably be related to you, certifying that you are not a U.S. personwithin the meaning of the Internal Revenue Code and providing your name and address to: • us or our paying agent; or • a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its tradeor business and holds your notes on your behalf and that certifies to us or our paying agent under penalties of perjury that it, or thebank or financial institution between it and you, has received from you your signed, written statement and provides us or our payingagent with a copy of such statement. Treasury regulations provide that: • if you are a foreign partnership, the certification requirement will generally apply to your partners, and you will be required to provide certaininformation; • if you are a foreign trust, the certification requirement will generally be applied to you or your beneficial owners depending on whether you are a“foreign complex trust,” “foreign simple trust,” or “foreign grantor trust” as defined in the Treasury regulations; and • look-through rules will apply for tiered partnerships, foreign simple trusts and foreign grantor trusts. If you are a foreign partnership or a foreign trust, you should consult your own tax advisor regarding your status under these Treasury regulations and thecertification requirements applicable to you. If you cannot satisfy the portfolio interest requirements described above, payments of interest will be subject to the 30% United States withholding tax,unless you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN claiming an exemption from or reduction in withholding under thebenefit of an applicable treaty or (2) Internal Revenue Service Form W-8ECI stating that interest paid on the note is not subject to withholding tax because it iseffectively connected with your conduct of a trade or business in the United States. Alternative documentation may be applicable in certain circumstances. If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, youwill be required to pay United States federal income tax on that interest on a net income basis (although you will be exempt from the 30% withholding taxprovided the certification requirement described above is met) in the same manner as if you were a U.S. person, except as otherwise provided by an applicabletax treaty. If you are a foreign corporation, you may be required to pay a branch profits tax on the earnings and profits that are effectively connected to theconduct of your trade or business in the United States. Withholding tax at a rate of 30% will be imposed on payments of interest (including original issue discount) and gross proceeds of sale in respect of debtinstruments to you or certain foreign financial institutions (including investment funds) and other non-US persons receiving payments on your behalf, if youor such institutions fail to comply with certain due diligence, disclosure and reporting rules, as set forth in recently issued Treasury regulations. However, theTreasury regulations generally exempt from such withholding requirement obligations, such as debt instruments, issued before July 1, 2014, provided thatany material modification of such an obligation made after such date will result in such obligation being considered newly issued as of the effective date ofsuch modification. These withholding rules are generally effective with respect to payments of interest made after June 30, 2014, and with respect to proceedsof sales received after December 31, 2016. We will not pay any additional amounts to any holders or our debt28 instruments in respect of any amounts withheld. You are encouraged to consult with your tax advisor regarding U.S. withholding taxes and the application ofthe recently issued Treasury regulations in light of your particular circumstances. Sale, Exchange or other Disposition of Notes. You generally will not have to pay U.S. federal income tax on any gain or income realized from the sale,redemption, retirement at maturity or other disposition of your notes, unless: • in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or otherdisposition of your notes, and specific other conditions are met; • you are subject to tax provisions applicable to certain United States expatriates; or • the gain is effectively connected with your conduct of a U.S. trade or business. If you are engaged in a trade or business in the United States, and gain with respect to your notes is effectively connected with the conduct of that trade orbusiness, you generally will be subject to U.S. income tax on a net basis on the gain. In addition, if you are a foreign corporation, you may be subject to abranch profits tax on your effectively connected earnings and profits for the taxable year, as adjusted for certain items. U.S. Federal Estate Tax. If you are an individual and are not a U.S. citizen or a resident of the United States, as specially defined for U.S. federal estatetax purposes, at the time of your death, your notes will generally not be subject to the U.S. federal estate tax, unless, at the time of your death (1) you ownedactually or constructively 10% or more of the total combined voting power of all our classes of stock entitled to vote, or (2) interest on the notes is effectivelyconnected with your conduct of a U.S. trade or business. Backup Withholding and Information Reporting. Backup withholding will not apply to payments of principal or interest made by us or our payingagent, in its capacity as such, to you if you have provided the required certification that you are a non-U.S. holder as described in “— U.S. FederalWithholding Tax” above, and provided that neither we nor our paying agent have actual knowledge that you are a U.S. holder, as described in“— U.S. Holders” above. We or our paying agent may, however, report payments of interest on the notes. The gross proceeds from the disposition of your notes may be subject to information reporting and backup withholding tax. If you sell your notes outsidethe United States through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then the U.S. backupwithholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not backupwithholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell your notes through a non-U.S. office of a broker that: • is a U.S. person, as defined in the Internal Revenue Code; • derives 50% or more of its gross income in specific periods from the conduct of a trade or business in the United States; • is a “controlled foreign corporation” for U.S. federal income tax purposes; or • is a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who in the aggregate hold more than 50% of theincome or capital interests in the partnership, or the foreign partnership is engaged in a U.S. trade or business, unless the broker has documentaryevidence in its files that you are a non-U.S. person and certain other conditions are met or you otherwise establish an exemption. If you receivepayments of the proceeds of a sale of your notes to or through a U.S. office of a broker, the payment is subject to both U.S. backup withholding andinformation reporting unless you provide a Form W-8BEN certifying that you are a non-U.S. person or you otherwise establish an exemption. You should consult your own tax advisor regarding application of backup withholding in your particular circumstance and the availability of andprocedure for obtaining an exemption from backup withholding. Any amounts withheld under the backup withholding rules from a payment to you will beallowed as a refund or credit against your U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service. U.S. Federal Income and Estate Taxation of Holders of Our Warrants Exercise of Warrants. You will not generally recognize gain or loss upon the exercise of a warrant. Your basis in the debt securities, preferred stock,depositary shares or common stock, as the case may be, received upon the exercise of the warrant will be equal to the sum of your adjusted tax basis in thewarrant and the exercise price paid. Your holding period in the debt securities,29 preferred stock, depositary shares or common stock, as the case may be, received upon the exercise of the warrant will not include the period during which thewarrant was held by you. Expiration of Warrants. Upon the expiration of a warrant, you will recognize a capital loss in an amount equal to your adjusted tax basis in the warrant. Sale or Exchange of Warrants. Upon the sale or exchange of a warrant to a person other than us, you will recognize gain or loss in an amount equal to thedifference between the amount realized on the sale or exchange and your adjusted tax basis in the warrant. Such gain or loss will be capital gain or loss and willbe long-term capital gain or loss if the warrant was held for more than one year. Upon the sale of the warrant to us, the Internal Revenue Service may argue thatyou should recognize ordinary income on the sale. You are advised to consult your own tax advisors as to the consequences of a sale of a warrant to us. Potential Legislation or Other Actions Affecting Tax Consequences Current and prospective securities holders should recognize that the present federal income tax treatment of an investment in us may be modified bylegislative, judicial or administrative action at any time and that any such action may affect investments and commitments previously made. The rules dealingwith federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the TreasuryDepartment, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in federal tax lawsand interpretations of these laws could adversely affect the tax consequences of an investment in us. State, Local and Foreign Taxes We, and holders of our debt and equity securities, may be subject to state, local or foreign taxation in various jurisdictions, including those in which we orthey transact business, own property or reside. It should be noted that we own properties located in a number of state, local and foreign jurisdictions, and maybe required to file tax returns in some or all of those jurisdictions. The state, local or foreign tax treatment of us and holders of our debt and equity securitiesmay not conform to the U.S. federal income tax consequences discussed above. Consequently, you are urged to consult your advisor regarding the applicationand effect of state, local and foreign tax laws with respect to any investment in our securities. Internet Access to Our SEC Filings Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as our proxystatements and other materials that are filed with, or furnished to, the Securities and Exchange Commission are made available, free of charge, on the Internetat www.hcreit.com, as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission. Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements” asthat term is defined in the federal securities laws. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,”“estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-lookingstatements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our anticipatedacquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of ouroperators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financingopportunities and plans; our continued qualification as a real estate investment trust (“REIT”); and our ability to access capital markets or other sources offunds. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differmaterially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: • the status of the economy;• the status of capital markets, including availability and cost of capital;30 • issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to governmentinvestigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and otherinsurance;• changes in financing terms;• competition within the health care, seniors housing and life science industries;• negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent andrepay loans;• our ability to transition or sell properties with profitable results;• the failure to make new investments or acquisitions as and when anticipated;• natural disasters and other acts of God affecting our properties;• our ability to re-lease space at similar rates as vacancies occur;• our ability to timely reinvest sale proceeds at similar rates to assets sold;• operator/tenant or joint venture partner bankruptcies or insolvencies;• the cooperation of joint venture partners;• government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements;• liability or contract claims by or against operators/tenants;• unanticipated difficulties and/or expenditures relating to future investments or acquisitions;• environmental laws affecting our properties;• changes in rules or practices governing our financial reporting;• the movement of U.S. and foreign currency exchange rates;• our ability to maintain our qualification as a REIT;• key management personnel recruitment and retention; and• the risks described under “Item 1A — Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, orotherwise. Item 1A. Risk Factors This section discusses the most significant factors that affect our business, operations and financial condition. It does not describe all risks anduncertainties applicable to us, our industry or ownership of our securities. If any of the following risks, as well as other risks and uncertainties that are not yetidentified or that we currently think are not material, actually occur, we could be materially adversely affected. In that event, the value of our securities coulddecline. We group these risk factors into three categories: • Risks arising from our business; • Risks arising from our capital structure; and • Risks arising from our status as a REIT. Risks Arising from Our Business Our investments in and acquisitions of health care and seniors housing properties may be unsuccessful or fail to meet our expectations We are exposed to the risk that some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties andexpenditures relating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention thatwould otherwise be devoted to our ongoing business. If we agree to provide construction funding to an operator/tenant and the project is not completed, we mayneed to take steps to ensure completion of the project. Such expenditures may negatively affect our results of operations. Furthermore, there can be noassurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions, will be consummated in accordancewith anticipated timing, on anticipated terms, or at all. We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitionsof portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition. 31 Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency orfailure to meet its obligations and disputes between us and our partners We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities. Joint ventureinvestments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuseto make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and othercommitments; that our partner might at any time have economic or other business interests or goals that are or become inconsistent with our interests or goals;that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such disputes and could have anadverse impact on the operations and profitability of the joint venture; and that our partner may be in a position to take action or withhold consent contrary toour instructions or requests. In addition, our ability to transfer our interest in a joint venture to a third party may be restricted. In some instances, we and/orour partner may have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partner’s interest, at a time when weotherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest may be limited if we do not have sufficient cash, availableborrowing capacity or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we would otherwise prefer to retainit. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the properties in the jointventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition or financing of aproperty. We are exposed to operational risks with respect to our seniors housing operating properties that could adversely affect our revenue andoperations We are exposed to various operational risks with respect to our seniors housing operating properties that may increase our costs or adversely affectour ability to generate revenues. These risks include fluctuations in occupancy, Medicare and Medicaid reimbursement, if applicable, and private pay rates;economic conditions; competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; theavailability and increases in cost of general and professional liability insurance coverage; state regulation and rights of residents related to entrance fees; andthe availability and increases in the cost of labor (as a result of unionization or otherwise). Any one or a combination of these factors may adversely affect ourrevenue and operations. Decreases in our operators’ revenues or increases in our operators’ expenses could affect our operators’ ability to make payments to us Our operators’ revenues are primarily driven by occupancy, private pay rates, and Medicare and Medicaid reimbursement, if applicable. Expensesfor these facilities are primarily driven by the costs of labor, food, utilities, taxes, insurance and rent or debt service. Revenues from governmentreimbursement have, and may continue to, come under pressure due to reimbursement cuts and state budget shortfalls. Operating costs continue to increase forour operators. To the extent that any decrease in revenues and/or any increase in operating expenses result in a property not generating enough cash to makepayments to us, the credit of our operator and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, wemay need to record an impairment for such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Anysuch impairment or loss on sale would negatively affect our financial results. The continued weakened economy may also have an adverse effect on our operators and tenants, including their ability to access credit or maintainoccupancy and/or private pay rates. If the operations, cash flows or financial condition of our operators are materially adversely impacted by economicconditions, our revenue and operations may be adversely affected. Increased competition may affect our operators’ ability to meet their obligations to us The operators of our properties compete on a local and regional basis with operators of properties and other health care providers that providecomparable services. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that willenable them to meet all of their obligations to us. Our operators are expected to encounter increased competition in the future that could limit their ability toattract residents or expand their businesses. The insolvency or bankruptcy of our obligors may adversely affect our business, results of operations and financial condition We are exposed to the risk that our obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in anobligor bankruptcy or insolvency, or that an obligor might become subject to bankruptcy or insolvency proceedings for other reasons. Although our operatinglease agreements provide us with the right to evict a tenant, demand immediate32 payment of rent and exercise other remedies, and our loans provide us with the right to terminate any funding obligation, demand immediate repayment ofprincipal and unpaid interest, foreclose on the collateral and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party thathas filed for bankruptcy or reorganization. An obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collectunpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a 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 an investment property, avoid theimposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet theproperty to another tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannottransition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Should such eventsoccur, our revenue and operating cash flow may be adversely affected. We may not be able to timely reinvest our sale proceeds on terms acceptable to us 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. In order to maintaincurrent revenues and continue generating attractive returns, we expect to re-invest these proceeds in a timely manner. We compete for real estate investmentswith a broad variety of potential investors. This competition for attractive investments may negatively affect our ability to make timely investments on termsacceptable to us. Failure to properly manage our rapid growth could distract our management or increase our expenses We have experienced rapid growth and development in a relatively short period of time and expect to continue this rapid growth in the future. Thisgrowth has resulted in increased levels of responsibility for our management. Future property acquisitions could place significant additional demands on, andrequire us to expand, our management, resources and personnel. Our failure to manage any such rapid growth effectively could harm our business and, inparticular, our financial condition, results of operations and cash flows, which could negatively affect our ability to make distributions to stockholders. Ourgrowth could also increase our capital requirements, which may require us to issue potentially dilutive equity securities and incur additional debt. We depend on Genesis HealthCare, LLC (“Genesis”) for a significant portion of our revenues and any inability or unwillingness by Genesis tosatisfy its obligations under its agreements with us could adversely affect us The properties we lease to Genesis account for a significant portion of our revenues, and because our leases with Genesis are triple-net leases, we alsodepend on Genesis to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties. We cannot assure youthat Genesis will have sufficient assets, income and access to financing to enable it to make rental payments to us or to otherwise satisfy its obligations underour leases, and any inability or unwillingness by Genesis to do so could have an adverse effect on us. Genesis has also agreed to indemnify, defend and holdus harmless from and against various claims, litigation and liabilities arising in connection with its business, and we cannot assure you that Genesis willhave sufficient assets, income, access to financing and insurance coverage to enable it to satisfy its indemnification obligations. The properties managed by Sunrise Senior Living, LLC account for a significant portion of our revenues and operating income and any adversedevelopments in its business or financial condition could adversely affect us Sunrise Senior Living, LLC manages our entire Sunrise property portfolio, which as of December 31, 2013, consisted of 125 seniors housingproperties. These properties account for a significant portion of our revenues, and we rely on Sunrise Senior Living, LLC to manage these propertiesefficiently and effectively. Any adverse developments in Sunrise Senior Living, LLC’s business or financial condition could impair its ability to manage ourproperties efficiently and effectively, which could adversely affect us. Ownership of property outside the United States may subject us to different or greater risks than those associated with our domestic operations We have operations in Canada and the United Kingdom. International development, ownership, and operating activities involve risks that aredifferent from those we face with respect to our domestic properties and operations. These risks include, but are not limited to, any international currency gainrecognized with respect to changes in exchange rates may not qualify under the 75% gross income test or the 95% gross income test that we must satisfyannually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; changes in foreignpolitical, regulatory, and economic conditions, including regionally, nationally, and locally; challenges in managing international operations; challenges ofcomplying33 with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and legalproceedings; foreign ownership restrictions with respect to operations in countries; differences in lending practices and the willingness of domestic or foreignlenders to provide financing; regional or country-specific business cycles and economic instability; and failure to comply with applicable laws and regulationsin the United States that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act. If we are unable to successfullymanage the risks associated with international expansion and operations, our results of operations and financial condition may be adversely affected. We do not know if our tenants will renew their existing leases, and if they do not, we may be unable to lease the properties on as favorable terms,or at all We cannot predict whether our tenants will renew existing leases at the end of their lease terms, which expire at various times. If these leases are notrenewed, we would be required to find other tenants to occupy those properties or sell them. There can be no assurance that we would be able to identifysuitable replacement tenants or enter into leases with new tenants on terms as favorable to us as the current leases or that we would be able to lease thoseproperties at all. Our operators’ may not have the necessary insurance coverage to insure adequately against losses In recent years, skilled nursing and seniors housing operators have experienced substantial increases in both the number and size of patient careliability claims. As a result, general and professional liability costs have increased in some markets. General and professional liability insurance coverage maybe restricted or very costly, which may adversely affect the property operators’ future operations, cash flows and financial condition, and may have a materialadverse effect on the property operators’ ability to meet their obligations to us. Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and wemay acquire additional properties in the future through the purchase of interests in ground leases. As the lessee under a ground lease, we are exposed to thepossibility of losing the property upon termination of the ground lease or an earlier breach of the ground lease by us. The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effecton our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligationsto us Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator/tenant receives a significant portion of itsrevenues from government payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rateadjustments, recovery of program overpayments or set-offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscalintermediaries or carriers, government funding restrictions (at a program level or with respect to specific facilities) and interruption or delays in payments dueto any ongoing government investigations and audits at such property. In recent years, government payors have frozen or reduced payments to health careproviders due to budgetary pressures. Health care reimbursement will likely continue to be of paramount importance to federal and state authorities. We cannotmake any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors and properties. Therecan be no assurance that adequate reimbursement levels will be available for services provided by any property operator, whether the property receivesreimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees couldhave a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect the ability of an obligor tomeet its obligations to us. See “Item 1 — Business — Certain Government Regulations — United States — Reimbursement” above. The Patient Protection and Affordable Care Act of 2010, as modified by the Health Care and Education Reconciliation Act of 2010 (collectively, the“Health Reform Laws”), provides those states that expand their Medicaid coverage to otherwise eligible state residents with incomes at or below 138% of thefederal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met. On June 28, 2012,the United States Supreme Court upheld the individual mandate of the Health Reform Laws but partially invalidated the expansion of Medicaid. The ruling onMedicaid expansion allows states to elect not to participate in the expansion—and to forego funding for the Medicaid expansion—without losing their existingMedicaid funding. Given that the federal government substantially funds the Medicaid expansion, it is unclear how many states will ultimately pursue thisoption, although, as of late January 2014, roughly half of the states have made statements or otherwise indicated that they do not intend to expand Medicaidcoverage at this time. The participation by states in the Medicaid expansion could have the34 dual effect of increasing our tenants’ revenues, through new patients, but further straining state budgets and their ability to pay our tenants. While the federalgovernment will pay for approximately 100% of those additional costs from 2014 to 2016, states will be expected to pay for part of those additional costsbeginning in 2017. In light of this, at least one state that has passed legislation to allow the state to expand its Medicaid coverage has included sunsetprovisions in the legislation that require that the expanded benefits be reduced or eliminated if the federal government’s funding for the program is decreased oreliminated, permitting the state to re-visit the issue once it begins to share financial responsibility for the expansion. With increasingly strained budgets, it isunclear how states that do not include such sunset provisions will pay their share of these additional Medicaid costs and what other health care expenditurescould be reduced as a result. A significant reduction in other health care related spending by states to pay for increased Medicaid costs could affect our tenants’revenue streams. See “Item 1 — Business — Certain Government Regulations — United States — Reimbursement” above and “Item 7 — Management’sDiscussion and Analysis of Financial Condition and Results of Operations — Health Care Industry — Health Reform Laws” below. More generally, and because of the dynamic nature of the legislative and regulatory environment for health care products and services, and in light ofexisting federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have on theU.S. economy, our business or that of our operators and tenants. Our operators’ or tenants’ failure to comply with federal, state, local, and industry-regulated licensure, certification and inspection laws,regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ andtenants’ ability to meet their obligations to us Our operators and tenants generally are subject to varying levels of federal, state, local, and industry-regulated licensure, certification and inspectionlaws, regulations, and standards. Our operators’ or tenants’ failure to comply with any of these laws, regulations, or standards could result in loss ofaccreditation, denial of reimbursement, imposition of fines, suspension, decertification or exclusion from federal and state health care programs, loss oflicense or closure of the facility. Such actions may have an effect on our operators’ or tenants’ ability to make lease payments to us and, therefore, adverselyimpact us. See “Item 1 — Business — Certain Government Regulations — United States — Other Related Laws” above. Many of our properties may require a license, registration, and/or certificate of need (“CON”) to operate. Failure to obtain a license, registration, orCON, or loss of a required license, registration, or CON would prevent a facility from operating in the manner intended by the operators or tenants. Theseevents could materially adversely affect our operators’ or tenants’ ability to make rent payments to us. State and local laws also may regulate the expansion,including the addition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring aCON or other similar approval from a state agency. See “Item 1 — Business — Certain Government Regulations — United States — Licensing andCertification” above. Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties Real estate investments are relatively illiquid. Our ability to quickly sell or exchange any of our properties in response to changes in economic andother conditions will be limited. No assurances can be given that we will recognize full value for any property that we are required to sell for liquidity reasons.Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. Inaddition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. Adownturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition From time to time, we may be directly involved in a number of legal proceedings, lawsuits and other claims. We may also be named as defendants inlawsuits allegedly arising out of our actions or the actions of our operators/tenants or managers in which such operators/tenants or managers have agreed toindemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. Anunfavorable resolution of pending or future litigation may have a material adverse effect on our business, results of operations and financial condition.Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management. There can be noassurance that we will be able to prevail in, or achieve a favorable settlement of, pending or future litigation. In addition, pending litigation or future litigation,government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations. Development, redevelopment and construction risks could affect our profitability 35 At any given time, we may be in the process of constructing one or more new facilities that ultimately will require a CON and license before they canbe utilized by the operator for their intended use. The operator also may need to obtain Medicare and Medicaid certification and enter into Medicare andMedicaid provider agreements and/or third party payor contracts. In the event that the operator is unable to obtain the necessary CON, licensure, certification,provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any revenues on the facility until either theinitial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and contract with anew operator that is able to obtain a license to operate the facility for its intended use and the necessary provider agreements or contracts. In connection with our renovation, redevelopment, development and related construction activities, we may be unable to obtain, or suffer delays inobtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. These factors could result inincreased costs or our abandonment of these projects. In addition, we may not be able to obtain financing on favorable terms, which may render us unable toproceed with our development activities, and we may not be able to complete construction and lease-up of a property on schedule, which could result inincreased debt service expense or construction costs. Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years forsignificant cash returns. Because we are required to make cash distributions to our stockholders, if the cash flow from operations or refinancing is notsufficient, we may be forced to borrow additional money to fund such distributions. Newly developed and acquired properties may not produce the cash flowthat we expect, which could adversely affect our overall financial performance. In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future performance of that property. Inparticular, we estimate the return on our investment based on expected occupancy, rental rates and capital costs. If our financial projections with respect to anew property are inaccurate as a result of increases in capital costs or other factors, the property may fail to perform as we expected in analyzing ourinvestment. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meetour profitability goals. Additionally, we may acquire new properties that are not fully leased, and the cash flow from existing operations may be insufficient topay the operating expenses and debt service associated with that property. We may experience losses caused by severe weather conditions or natural disasters, which could result in an increase of our or our tenants’ costof insurance, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property We maintain or require our tenants to maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductiblesthat we believe are appropriate given the relative risk and costs of such coverage, and we continually review our insurance programs and requirements.However, a large number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weatherconditions or natural disasters such as hurricanes, earthquakes, tornadoes and floods. We believe, given current industry practice and analysis prepared byoutside consultants, that our and our tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes,earthquakes, tornadoes, floods and other severe weather conditions and natural disasters. Nevertheless, we are always subject to the risk that such insurancewill not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portionof the losses. These losses may lead to an increase of our and our tenants’ cost of insurance, a decrease in our anticipated revenues from an affected propertyand a loss of all or a portion of the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certaincircumstances if the cost of insurance exceeds, in our or our tenants’ judgment, the value of the coverage relative to the risk of loss. We may incur costs to remediate environmental contamination at our properties, which could have an adverse effect on our or our obligors’business or financial condition Under various federal and state laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substanceson the property and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure tohazardous substances. 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 theproperty. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an interest in them. Thoseassessments are designed to meet the “all appropriate inquiry” standard, which we believe qualifies us for the innocent purchaser defense if environmentalliabilities 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 onour business or financial condition or the business or financial condition of our obligors.36 Cybersecurity incidents could disrupt our business and result in the loss of confidential information Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data,and other electronic security breaches. Such cyber attacks can range from individual attempts to gain unauthorized access to our information technologysystems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee suchefforts will be successful in preventing a cyber attack. Cybersecurity incidents could disrupt our business and compromise the confidential information of ouremployees, operators and tenants. Our certificate of incorporation and by-laws contain anti-takeover provisions Our certificate of incorporation and by-laws contain anti-takeover provisions (restrictions on share ownership and transfer and super majoritystockholder approval requirements for business combinations) that could make it more difficult for or even prevent a third party from acquiring us withoutthe approval of our incumbent Board of Directors. Provisions and agreements that inhibit or discourage takeover attempts could reduce the market value of ourcommon stock. Our success depends on key personnel whose continued service is not guaranteed 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 could have a material adverse impact on our business. Risks Arising from Our Capital Structure We may become more leveraged Permanent financing for our investments is typically provided through a combination of public offerings of debt and equity securities and theincurrence or assumption of secured debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require usto dedicate a greater portion of our cash flow to the payment of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability toobtain additional financing, or (4) negatively affect our credit ratings or outlook by one or more of the rating agencies. We are subject to covenants in our debt agreements that may restrict or limit our operations and acquisitions and our failure to comply with thecovenants in our debt agreements could have a material adverse impact on our business, results of operations and financial condition Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions require us to maintaincertain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments oracquisitions. Breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, in addition to any otherindebtedness cross-defaulted against such instruments. These defaults could have a material adverse impact on our business, results of operations andfinancial condition. Limitations on our ability to access capital could have an adverse effect on our ability to make future investments or to meet our obligations andcommitments We cannot assure you that we will be able to raise the capital necessary to make future investments or to meet our obligations and commitments asthey mature. Our access to capital depends upon a number of factors over which we have little or no control, including rising interest rates, inflation and othergeneral market conditions; the market’s perception of our growth potential and our current and potential future earnings and cash distributions; the marketprice of the shares of our capital stock and the credit ratings of our debt securities; the financial stability of our lenders, which might impair their ability tomeet their commitments to us or their willingness to make additional loans to us; changes in the credit ratings on U.S. government debt securities; or default ordelay in payment by the United States of its obligations. If our access to capital is limited by these factors or other factors, it could negatively impact ourability to acquire properties, repay or refinance our indebtedness, fund operations or make distributions to our stockholders. Also, the federal government’s failure to increase the amount of debt that it is statutorily permitted to incur as needed to meet its future financialcommitments or a downgrade in the debt rating on U.S. government securities could lead to a weakened U.S.37 dollar, rising interest rates and constrained access to capital, which could materially adversely affect the U.S. and global economies, increase our costs ofborrowing and have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Downgrades in our credit ratings could have a material adverse impact on our cost and availability of capital We plan to manage the Company to maintain a capital structure consistent with our current profile, but there can be no assurance that we will be ableto maintain our current credit ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impacton our cost and availability of capital, which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financialcondition. Fluctuations in the value of foreign currencies could adversely affect our results of operations and financial position As we expand our operations internationally, currency exchange rate fluctuations could affect our results of operations and financial position. Weexpect to generate an increasing portion of our revenue and expenses in such foreign currencies as the Canadian dollar and the British pound. Although we mayenter into foreign exchange agreements with financial institutions and/or obtain local currency mortgage debt in order to reduce our exposure to fluctuations inthe value of foreign currencies, we cannot assure you that foreign currency fluctuations will not have a material adverse effect on us. Our entry into swap agreements may not effectively reduce our exposure to changes in interest rates or foreign currency exchange rates We enter into swap agreements from time to time to manage some of our exposure to interest rate and foreign currency exchange rate volatility. Theseswap agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, thesearrangements may not be effective in reducing our exposure to changes in interest rates or foreign currency exchange rates. When we use forward-startinginterest rate swaps, there is a risk that we will not complete the long-term borrowing against which the swap is intended to hedge. If such events occur, ourresults of operations may be adversely affected. Risks Arising from Our Status as a REIT We might fail to qualify or remain qualified as a REIT We intend to operate as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and believe we have and will continue to operate insuch a manner. If we lose our status as a REIT, we will face serious income tax consequences that will substantially reduce the funds available for satisfyingour obligations and for distribution to our stockholders because: • we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal incometax at regular corporate rates;• we could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and• unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the yearduring which we were disqualified. 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, ourearnings will be reduced by the amount of U.S. federal and other income taxes owed. A reduction in our earnings would affect the amount we could distributeto our stockholders. If we do not qualify as a REIT, we would not be required to make distributions to stockholders since a non-REIT is not required to paydividends to stockholders in order to maintain REIT status or avoid an excise tax. See “Item 1 — Business — Taxation — Federal Income TaxConsiderations” above for a discussion of the provisions of the Code that apply to us and the effects of failure to qualify as a REIT. In addition, if we fail to qualify as a REIT, all distributions to stockholders would continue to be treated as dividends to the extent of our current andaccumulated earnings and profits, although corporate stockholders may be eligible for the dividends received deduction, and individual stockholders may beeligible for taxation at the rates generally applicable to long-term capital gains (currently at a maximum rate of 20%) with respect to distributions. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to implement our business strategy and would adverselyaffect the value of our common stock. 38 Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial andadministrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to remainqualified as a REIT. Although we believe that we qualify as a REIT, we cannot assure you that we will continue to qualify or remain qualified as a REIT forU.S. federal income tax purposes. See “Item 1 — Business — Taxation — Federal Income Tax Considerations” above. The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to ourstockholders. See “Item 1 — Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Annual Distribution Requirements”above. Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it ispossible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or we may decide to retaincash or distribute such greater amount as may be necessary to avoid income and excise taxation. This may be due to timing differences between the actualreceipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving atour taxable income, on the other hand. In addition, non-deductible expenses such as principal amortization or repayments or capital expenditures in excess ofnon-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event thattiming differences occur, or we deem it appropriate to retain cash, we may borrow funds, issue additional equity securities (although we cannot assure youthat we will be able to do so), pay taxable stock dividends, if possible, distribute other property or securities or engage in another transaction intended to enableus to meet the REIT distribution requirements. This may require us to raise additional capital to meet our obligations. The lease of qualified health care properties to a taxable REIT subsidiary is subject to special requirements We lease certain qualified health care properties to taxable REIT subsidiaries (or limited liability companies of which the taxable REIT subsidiariesare members), which lessees contract with managers (or related parties) to manage the health care operations at these properties. The rents from this taxableREIT subsidiary lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arms-length lease of a qualified healthcare property with a taxable REIT subsidiary and (2) the manager qualifies as an eligible independent contractor (as defined in the Code). If any of theseconditions are not satisfied, then the rents will not be qualifying rents. See “Item 1 — Business — Taxation — Federal Income Tax Considerations —Qualification as a REIT — Income Tests” above. If certain sale-leaseback transactions are not characterized by the Internal Revenue Service as “true leases,” we may be subject to adverse taxconsequences We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future.We intend for any such sale-leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us tobe treated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the Internal RevenueService might take the position that the transaction is not a “true lease” but is more properly treated in some other manner. In the event any sale-leasebacktransaction is challenged and successfully re-characterized by the Internal Revenue Service, we would not be entitled to claim the deductions for depreciationand cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might fail to satisfy theREIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. See “Item 1 — Business —Taxation — Federal Income Tax Considerations — Qualification as a REIT — Asset Tests” and “Item 1 — Business — Taxation — Federal Income TaxConsiderations — Qualification as a REIT — Income Tests” above. Alternatively, the amount of our REIT taxable income could be recalculated, which maycause us to fail to meet the REIT annual distribution requirements for a taxable year. See “Item 1 — Business — Taxation — Federal Income TaxConsiderations — Qualification as a REIT — Annual Distribution Requirements” above. Item 1B. Unresolved Staff CommentsNone.39 Item 2. Properties Item 2. Properties We own our corporate headquarters located at 4500 Dorr Street, Toledo, Ohio 43615. We also lease corporate offices in Florida, California and the UnitedKingdom and have ground leases relating to certain of our properties. The following table sets forth certain information regarding the properties that compriseour consolidated real property and real estate loan investments as of December 31, 2013 (dollars in thousands and annualized revenues adjusted for timing ofinvestment): Seniors Housing Triple-Net Seniors Housing OperatingProperty Location Number ofProperties Total Investment AnnualizedRevenues Number ofProperties Total Investment AnnualizedRevenues Alabama 4 $ 37,961 $ 3,743 - $ - $ - Arizona 3 19,004 2,197 4 64,572 21,052 California 20 312,429 31,421 47 1,413,141 349,086 Colorado 3 56,162 7,949 5 146,083 37,454 Connecticut 14 179,166 18,442 14 331,236 111,660 District of Columbia - - - 1 70,486 12,830 Delaware 10 155,422 16,082 1 22,412 5,194 Florida 43 639,702 51,479 - - - Georgia 9 158,816 13,646 6 108,685 28,974 Idaho 1 16,791 1,966 - - - Illinois 13 313,466 26,038 12 462,724 89,186 Indiana 17 191,627 23,048 - - - Iowa 3 49,469 4,140 1 35,111 5,808 Kansas 8 154,261 15,484 3 75,527 15,946 Kentucky 10 51,561 8,688 2 42,652 11,291 Louisiana 1 4,418 1,401 2 56,439 11,119 Maine - - - 2 56,524 17,440 Maryland 28 419,066 33,834 3 88,065 29,355 Massachusetts 30 424,115 50,648 21 552,519 128,889 Michigan 8 120,125 10,678 5 120,062 26,459 Minnesota 3 37,761 3,825 4 123,640 23,705 Mississippi 3 31,965 3,354 - - - Missouri 2 29,812 2,860 3 118,877 16,753 Montana 1 6,698 953 - - - Nebraska 4 36,124 4,067 - - - Nevada 4 81,238 10,216 2 11,630 8,845 New Hampshire 11 178,146 19,739 3 82,988 17,609 New Jersey 57 1,243,478 103,450 8 257,834 61,838 New Mexico - - - 1 19,823 666 New York 9 208,437 16,415 8 322,064 66,096 North Carolina 45 267,645 31,298 1 44,353 6,825 Ohio 28 221,837 30,786 4 198,411 20,608 Oklahoma 14 106,898 10,491 2 39,470 2,480 Oregon 1 3,522 742 - - - Pennsylvania 45 789,684 80,745 6 87,127 34,665 Rhode Island 3 46,401 5,100 3 72,114 21,759 South Carolina 8 269,647 21,459 - - - Tennessee 25 194,981 27,213 2 52,091 13,985 Texas 43 415,404 49,368 12 312,150 69,281 Utah 1 6,025 887 1 17,496 10,030 Vermont 2 26,950 2,969 1 28,735 7,072 Virginia 7 92,491 10,253 2 39,267 9,664 Washington 21 388,347 38,533 7 279,480 46,114 West Virginia 24 381,196 41,890 - - - Wisconsin 15 197,222 20,680 - - - Total domestic 601 8,565,470 858,177 199 5,753,788 1,339,738 Canada - - - 53 1,294,716 235,744 England 19 350,701 25,329 27 1,372,594 252,954 Total international 19 350,701 25,329 80 2,667,310 488,698 Grand total 620 $ 8,916,171 $ 883,506 279 $ 8,421,098 $ 1,828,436 40 Medical FacilitiesProperty Location Number of Properties Total Investment Annualized Revenues Alabama 3 $ 32,971 $ 5,838 Alaska 1 24,152 3,239 Arizona 4 75,278 9,233 Arkansas 1 27,023 3,103 California 15 519,765 59,042 Florida 36 453,554 47,154 Georgia 11 182,762 22,771 Idaho 1 18,679 1,768 Illinois 4 52,129 7,193 Indiana 7 129,308 15,061 Iowa 1 355 - Kansas 7 77,519 11,837 Kentucky 1 26,912 3,242 Louisiana 2 19,416 1,925 Maine 1 23,985 2,903 Maryland 1 20,620 2,199 Massachusetts 2 16,311 689 Michigan 1 17,617 1,978 Minnesota 7 120,571 14,350 Missouri 8 190,277 19,546 Nebraska 3 144,864 16,626 Nevada 6 71,168 6,392 New Jersey 8 274,287 42,580 New Mexico 3 37,707 3,629 New York 7 69,852 7,734 North Carolina 3 62,089 6,575 Ohio 10 111,656 15,388 Oklahoma 3 35,752 4,024 Oregon 1 10,510 1,266 Pennsylvania 1 16,936 3,197 South Carolina 1 17,056 1,669 Tennessee 7 83,893 10,038 Texas 46 820,795 89,119 Virginia 5 77,293 10,118 Washington 5 174,234 15,402 Wisconsin 20 305,656 31,788 Total 243 $ 4,342,952 $ 498,616 The following table sets forth occupancy, coverages and average annualized revenues for certain property types (excluding investments in unconsolidatedentities): Occupancy(1) Coverages(1,2) Average Annualized Revenues(3) 2013 2012 2013 2012 2013 2012 Seniors housing triple-net(4) 88.5% 89.9% 1.32x 1.34x $ 14,864 $ 14,509 per unitSkilled nursing/post-acute(4) 87.7% 87.4% 1.71x 1.75x 11,429 11,681 per bedSeniors housing operating(5) 90.7% 92.3% n/a n/a 50,849 54,183 per unitHospitals(4) 60.7% 60.3% 2.42x 2.40x 49,710 49,244 per bedMedical office buildings(6) 94.5% 94.4% n/a n/a 28 28 per sq. ft. (1) We use unaudited, periodic financial information provided solely by tenants/borrowers to calculate occupancy and coverages for properties other than medical office buildings and havenot independently verified the information.(2) Represents the ratio of our triple-net customers' earnings before interest, taxes, depreciation, amortization, rent and management fees to contractual rent or interest due us. Datareflects the 12 months ended September 30 for the periods presented.(3) Represents annualized revenues divided by total beds, units or square feet as presented in the tables above.(4) Occupancy represents average quarterly operating occupancy based on the quarters ended September 30 and excludes properties that are unstabilized, closed or for which data is notavailable or meaningful.(5) Occupancy for seniors housing operating represents average occupancy for the three months ended December 31.(6) Medical office building occupancy represents the percentage of total rentable square feet leased and occupied (including month-to-month and holdover leases and excludingterminations and discontinued operations) as of December 31.41 The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, 2013 (dollars in thousands): Expiration Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Thereafter Seniors housing triple-net: Properties 18 1 0 36 51 0 10 23 42 2 413 Base rent(1) $28,262 $1,435 $0 $16,569 $37,398 $0 $13,356 $34,960 $40,709 $5,772 $680,021 % of base rent 3.3% 0.2% 0.0% 1.9% 4.4% 0.0% 1.6% 4.1% 4.7% 0.7% 79.2% Units 1,993 78 0 1,732 3,151 0 912 3,587 5,463 383 47,480 % of units 3.1% 0.1% 0.0% 2.7% 4.9% 0.0% 1.4% 5.5% 8.4% 0.6% 73.3% Hospitals: Properties 0 0 0 0 0 0 0 0 0 1 30 Base rent(1) $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,979 $88,564 % of base rent 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.2% 97.8% Beds 0 0 0 0 0 0 0 0 0 60 1,957 % of beds 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 3.0% 97.0% Medical office buildings: Square feet 648,545 628,099 773,210 1,132,963 832,602 836,755 819,606 919,190 1,952,434 927,007 2,872,383 Base rent(1) $13,782 $14,057 $15,216 $26,577 $19,060 $16,968 $19,388 $22,292 $39,407 $22,098 $75,656 % of base rent 4.8% 4.9% 5.4% 9.3% 6.7% 6.0% 6.8% 7.8% 13.9% 7.8% 26.6% Leases 163 191 172 208 171 123 86 104 121 59 105 % of leases 10.8% 12.7% 11.5% 13.8% 11.4% 8.2% 5.7% 6.9% 8.1% 3.9% 7.0% (1) The most recent monthly base rent including straight line for leases with fixed escalators or annual cash rents with contingent escalators. Base rent does not include tenant recoveries or amortization of above and below marketlease intangibles. Item 3. Legal Proceedings From time to time, there are various legal proceedings pending to which we are a party or to which some of our properties are subject arising in the normalcourse of business. We do not believe that the ultimate resolution of these proceedings will have a material adverse effect on our consolidated financial positionor results of operations. In August 2012, we entered into a merger agreement with Sunrise Senior Living, Inc. (“Sunrise”). Following the announcement of the merger agreement,complaints were filed in the U.S. District Court for the Eastern District of Virginia and the Chancery Court for the State of Delaware challenging the merger.The complaints challenged the merger on behalf of a putative class of Sunrise public stockholders, and named as defendants Sunrise, its directors and us.The complaints generally alleged that the individual defendants breached their fiduciary duties in connection with the merger and that the entity defendantsaided and abetted that breach. The complaint filed in the U.S. District Court for the Eastern District of Virginia additionally alleged that the preliminary proxystatement filed with the Securities and Exchange Commission by Sunrise failed to provide material information in violation of Sections 14(a) and 20(a) of theExchange Act and Rule 14a-9 promulgated thereunder. The complaints sought, among other things, injunctive relief against the merger, unspecified damagesand an award of plaintiffs’ expenses, including attorneys’ fees. On January 9, 2013, we completed our acquisition of the Sunrise property portfolio. Pleasesee Note 3 to our consolidated financial statements for additional information. On October 24, 2013, the parties entered into a Stipulation of Settlement and Release that settled the lawsuits subject to the approval of the U.S. DistrictCourt for the Eastern District of Virginia and the Chancery Court for the State of Delaware, respectively. On January 24, 2014, the U.S. District Court for theEastern District of Virginia approved the Stipulation of Settlement and Release and dismissed the lawsuit with prejudice, and, on February 6, 2014, theChancery Court for the State of Delaware approved the plaintiffs’ voluntarily dismissal of the lawsuit with prejudice. Item 4. Mine Safety Disclosures None.42 PART II PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities There were 4,944 stockholders of record as of January 31, 2014. The following table sets forth, for the periods indicated, the high and low prices of ourcommon stock on the New York Stock Exchange (NYSE:HCN), and common dividends paid per share: Sales Price Dividends High Low Paid2013 First Quarter $ 67.92 $ 60.78 $ 0.765 Second Quarter 80.07 61.62 0.765 Third Quarter 68.79 58.16 0.765 Fourth Quarter 66.76 52.43 0.765 2012 First Quarter $ 57.66 $ 53.26 $ 0.740 Second Quarter 58.34 52.40 0.740 Third Quarter 62.80 56.48 0.740 Fourth Quarter 61.33 56.88 0.740 Our Board of Directors has approved a new quarterly cash dividend rate of $0.795 per share of common stock per quarter, commencing with the February2014 dividend. The declaration and payment of quarterly dividends remains subject to the review and approval of the Board of Directors. Stockholder Return Performance Presentation Set forth below is a line graph comparing the yearly percentage change and the cumulative total stockholder return on our shares of common stock againstthe cumulative total return of the S & P Composite-500 Stock Index and the FTSE NAREIT Equity Index. As of December 31, 2013, 140 companiescomprised the FTSE NAREIT Equity Index. The Index consists of REITs identified by NAREIT as equity (those REITs which have at least 75% of theirinvestments in real property). The data are based on the closing prices as of December 31 for each of the five years. 2008 equals $100 and dividends areassumed to be reinvested. 12/31/0812/31/0912/31/1012/31/1112/31/1212/31/13S & P 500100.00126.46145.51148.59172.37228.19Health Care REIT, Inc.100.00112.86129.03156.48184.98169.41FTSE NAREIT Equity100.00127.99163.78177.36209.39214.56 Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not bedeemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Actof 1933, as amended, or under the Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such acts. 43 On October 15, 2013, we issued 116,618 shares of our common stock to a principal of a national medical office partner upon conversion of suchprincipal’s 116,618 shares of our 6% Series H Cumulative Convertible and Redeemable Preferred Stock (the “Series H Preferred Stock”). These shares wereissued without registration in reliance upon the federal statutory exemption of Section 4(2) of the Securities Act of 1933, as amended, upon conversion by theprincipal of his shares of Series H Preferred Stock, which were originally issued as partial consideration for an acquisition by us, in accordance with theterms of the Certificate of Designation for the Series H Preferred Stock. On December 3, 2013, we issued 29,094 shares of our common stock to a principal of a national medical office partner upon exercise of such principal’sstock options. These shares were issued without registration in reliance upon the federal statutory exemption of Section 4(2) of the Securities Act of 1933, asamended, upon exercise by the principal of his stock options, which were originally issued as partial consideration for an acquisition by us, in accordancewith the terms of a stock option agreement between the principal and us.Issuer Purchases of Equity SecuritiesPeriod Total Number ofShares Purchased(1) Average Price Paid PerShare Total Number of Shares Purchased as Part ofPublicly Announced Plans or Programs(2) Maximum Number of Shares that May YetBe Purchased Under the Plans or ProgramsOctober 1, 2013 through October 31, 2013 - $ - November 1, 2013 through November 30,2013 - - December 1, 2013 through December 31,2013 62 53.57 Totals 62 $ 53.57 (1) During the three months ended December 31, 2013, the company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.(2) No shares were purchased as part of publicly announced plans or programs.44 Item 6. Selected Financial Data The following selected financial data for the five years ended December 31, 2013 are derived from our audited consolidated financial statements (inthousands, except per share data): Year Ended December 31, 2009 2010 2011 2012 2013Operating Data Revenues(1) $ 425,541 $ 559,491 $ 1,313,182 $ 1,805,044 $ 2,880,608 Expenses(1) 322,929 526,515 1,200,979 1,619,132 2,778,363 Income from continuing operations before income taxes andincome (loss) from unconsolidated entities 102,612 32,976 112,203 185,912 102,245 Income tax expense (168) (364) (1,388) (7,612) (7,491) Income (loss) from unconsolidated entities - 6,673 5,772 2,482 (8,187) Income from continuing operations 102,444 39,285 116,587 180,782 86,567 Income from discontinued operations, net(1) 90,483 89,599 96,129 114,058 51,713 Net income 192,927 128,884 212,716 294,840 138,280 Preferred stock dividends 22,079 21,645 60,502 69,129 66,336 Preferred stock redemption charge - - - 6,242 - Net income (loss) attributable to noncontrolling interests (342) 357 (4,894) (2,415) (6,770) Net income attributable to common stockholders $ 171,190 $ 106,882 $ 157,108 $ 221,884 $ 78,714 Other Data Average number of common shares outstanding: Basic 114,207 127,656 173,741 224,343 276,929 Diluted 114,612 128,208 174,401 225,953 278,761 Per Share Data Basic: Income from continuing operations attributable to commonstockholders $ 0.71 $ 0.14 $ 0.35 $ 0.48 $ 0.10 Discontinued operations, net 0.79 0.70 0.55 0.51 0.19 Net income attributable to common stockholders * $ 1.50 $ 0.84 $ 0.90 $ 0.99 $ 0.28 Diluted: Income from continuing operations attributable to commonstockholders $ 0.70 $ 0.13 $ 0.35 $ 0.48 $ 0.10 Discontinued operations, net 0.79 0.70 0.55 0.50 0.19 Net income attributable to common stockholders * $ 1.49 $ 0.83 $ 0.90 $ 0.98 $ 0.28 Cash distributions per common share $ 2.72 $ 2.74 $ 2.835 $ 2.96 $ 3.06 * Amounts may not sum due to rounding(1) We have reclassified the income and expenses attributable to properties sold prior to or held for sale at December 31, 2013, to discontinued operations for all periods presented. SeeNote 5 to our consolidated financial statements. December 31,Balance Sheet Data 2009 2010 2011 2012 2013 Net real estate investments $ 6,080,620 $ 8,590,833 $ 13,942,350 $ 17,423,009 $ 21,680,221 Total assets 6,367,186 9,451,734 14,924,606 19,549,109 23,083,957 Total long-term obligations 2,414,022 4,469,736 7,240,752 8,531,899 10,652,014 Total liabilities 2,559,735 4,714,081 7,612,309 8,993,998 11,292,587 Total preferred stock 288,683 291,667 1,010,417 1,022,917 1,017,361 Total equity 3,807,451 4,733,100 7,278,647 10,520,519 11,756,331 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY Company Overview Business Strategy Capital Market Outlook Key Transactions in 2013 Key Performance Indicators, Trends and Uncertainties Corporate Governance474748484951 LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash Off-Balance Sheet Arrangements Contractual Obligations Capital Structure52525354 RESULTS OF OPERATIONS Summary Seniors Housing Triple-net Senior Housing Operating Medical Facilities Non-Segment/Corporate5556586063 NON-GAAP FINANCIAL MEASURES & OTHER FFO Reconciliation Adjusted EBITDA Reconciliation NOI Reconciliation656667 Health Care Industry68 Critical Accounting Policies72 46 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 andshould be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business”and “Item 1A — Risk Factors” above.Executive SummaryCompany Overview Health Care REIT, Inc. is a real estate investment trust (“REIT”) that has been at the forefront of seniors housing and health care real estate since thecompany was founded in 1970. We are an S&P 500 company headquartered in Toledo, Ohio. Our portfolio spans the full spectrum of seniors housing andhealth care real estate, including seniors housing communities, skilled nursing/post-acute facilities, medical office buildings, inpatient and outpatient medicalcenters and life science facilities. Our capital programs, when combined with comprehensive planning, development and property management services, makeus a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets. The following table summarizes our consolidated portfolio as of December 31, 2013: Investments Percentage of Number of Type of Property(in thousands) Investments Properties Seniors housing triple-net$ 8,916,171 41.2% 620 Seniors housing operating(1) 8,421,098 38.8% 279 Medical facilities(2) 4,342,952 20.0% 243 Totals$ 21,680,221 100.0% 1,142 (1) Excludes 44 properties with an investment amount of $389,418,000 which relates to our share of investments in unconsolidated entities with Chartwell and Sunrise. Please see Note7 to our consolidated financial statements for additional information.(2) Excludes 13 properties with an investment amount of $364,643,000 which relates to our share of investments in unconsolidated entities with Forest City and a strategic medicalpartnership. Please see Note 7 to our consolidated financial statements for additional information. Business Strategy Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders andcreate opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meet theseobjectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type,relationship and geographic location. Substantially all of our revenues are derived from operating lease rentals, resident fees and services, and interest earned on outstanding loans receivable.These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rentand interest payments to us and the profitability of our operating properties. To the extent that our customers/partners experience operating difficulties andbecome unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations, liquidityand/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our proactiveand comprehensive asset management process for seniors housing properties generally includes review of monthly financial statements and other operatingdata for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure, real estatetaxes, letters of credit and other collateral. Our internal property management division actively manages and monitors the medical office building portfolio witha comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/healthsystem relationships, property performance, capital improvement needs, and market conditions. In monitoring our portfolio, our personnel use a proprietarydatabase to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends. We evaluate the operatingenvironment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek tomitigate, eliminate or transfer the risk. Through these efforts, we are generally able to intervene at an early stage to address any negative trends, and in sodoing, support both the collectability of revenue and the value of our investment. In addition to our asset management and research efforts, we also structure our investments to help mitigate payment risk. Operating leases and loans arenormally credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generallycross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations For the year ended December 31, 2013, rental income, resident fees and services and interest and other income represented 43%, 56%, and 1% respectively,of total revenues (including discontinued operations). Substantially all of our operating leases are designed with escalating rent structures. Leases with fixedannual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income relatedto leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivabledepends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rateadjustments. Our primary sources of cash include rent and interest receipts, resident fees and services, borrowings under our primary unsecured line of creditarrangement, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primaryuses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions,capital expenditures, construction advances and transaction costs), loan advances, property operating expenses and general and administrative expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash. We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under ourprimary unsecured line of credit arrangement, internally generated cash and the proceeds from investment dispositions. Our investments generate cash fromnet operating income and principal payments on loans receivable. Permanent financing for future investments, which generally replaces funds drawn underour primary unsecured line of credit arrangement, has historically been provided through a combination of the issuance of public debt and equity securitiesand the incurrence or assumption of secured debt. Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generateappropriate returns to our stockholders. It is also possible that investment dispositions may occur in the future. To the extent that investment dispositionsexceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investmentdispositions in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our primaryunsecured line of credit arrangement. At December 31, 2013, we had $158.8 million of cash and cash equivalents, $72.8 million of restricted cash and $2.1billion of available borrowing capacity under our primary unsecured line of credit arrangement. Capital Market Outlook The capital markets remain supportive of our investment strategy. For the year ended December 31, 2013, we raised over $3.7 billion in aggregate grossproceeds through the issuance of common stock and unsecured debt. The capital raised, in combination with available cash and borrowing capacity under ourprimary unsecured line of credit arrangement, supported $5.7 billion in gross new investments for the year. We expect attractive investment opportunities toremain available in the future as we continue to leverage the benefits of our relationship investment strategy. Key Transactions in 2013 Capital. In January 2013, we closed a $2.75 billion unsecured line of credit arrangement consisting of a $2.25 billion revolver and a $500 million termloan. The facility replaced our existing $2.0 billion unsecured line of credit arrangement. The revolver matures on March 31, 2017, but can be extended for anadditional year at our option. The term loan matures on March 31, 2016, but can be extended up to two years at our option. The revolver bears interest atLIBOR plus 117.5 basis points and has an annual facility fee of 22.5 basis points. The term loan, which was fully drawn as of December 31, 2013, bearsinterest at LIBOR plus 135 basis points. We have an option to upsize the facility by up to an additional $1.0 billion through an accordion feature, allowing foraggregate commitments of up to $3.75 billion. The facility also allows us to borrow up to $500 million in certain alternative currencies. In May 2013, wecompleted the public issuance of 23 million shares of common stock for approximately $1.7 billion of gross proceeds. In October 2013, we issued $400million of 4.5% 10-year senior unsecured notes, generating approximately $393 million of net proceeds. In November 2013, we issued £550 million of 4.8%15-year senior unsecured notes, generating approximately $868 million of net proceeds. In addition, for the year ended December 31, 2013, we raised $215million through our dividend reinvestment program. Investments. We completed $5.7 billion of gross investments during the year, including 73% from existing relationships. The following summarizesinvestments made during the year ended December 31, 2013 (dollars in thousands):48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Investment Properties InvestmentAmount(1) Capitalization Rates(2) Book Amount(3) Acquisitions/JVs: Seniors housing triple-net 19 $ 321,147 7.0% $ 321,195 Seniors housing operating 167 4,684,917 6.6% 5,290,392 Medical facilities 13 270,690 7.6% 276,087 Total acquisitions/JVs 199 5,276,754 6.7% 5,887,674 Construction in progress 273,012 273,012 Loan advances(4) 120,909 120,909 Total $ 5,670,675 $ 6,281,595 (1) Represents stated purchase price including cash and any assumed debt but excludes fair value adjustments pursuant to U.S. GAAP.(2) Represents annualized contractual or projected income to be received in cash divided by investment amounts.(3) Represents amounts recorded on our books including fair value adjustments pursuant to U.S. GAAP. See Notes 3, 6 and 7 to our consolidated financial statements for additionalinformation.(4) Excludes $580,834,000 in advances under the Sunrise loan which was acquired upon merger consummation on January 9, 2013. See Note 3 to our consolidated financial statementsfor additional information. Dispositions. We completed $519 million of dispositions during the year, generating $579 million in proceeds and $49 million in net gains. Thefollowing summarizes dispositions made during the year ended December 31, 2013 (dollars in thousands): Properties Proceeds(1) Capitalization Rates(2) Book Amount(3) Property sales: Seniors housing triple-net 24 $ 242,385 9.8% $ 189,572 Medical facilities 24 255,692(4) 6.4% 259,367 Total property sales 48 498,077 8.1% 448,939 Loan payoffs(5) 69,596 69,596 Total dispositions $ 567,673 $ 518,535 (1) Represents proceeds received upon disposition including any seller financing. See Notes 5 and 6 to our consolidated financial statements for additional information.(2) Represents annualized contractual income that was being received in cash at date of disposition divided by disposition proceeds.(3) Represents carrying value of assets at time of disposition.(4) Includes non-cash proceeds attributable to an asset swap that are excluded from the statement of cash flows. See Note 5 to our consolidated financial statements for additionalinformation.(5) Excludes $580,834,000 for the Sunrise loan which was acquired upon merger consummation on January 9, 2013. Dividends. Our Board of Directors increased the annual cash dividend to $3.18 per common share ($0.795 per share quarterly), as compared to $3.06per common share for 2013, beginning in February 2014. The dividend declared for the quarter ended December 31, 2013 represents the 171st consecutivequarterly dividend payment. 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 operatingperformance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to ourhistorical operating results, in making operating decisions and for budget planning purposes. Operating Performance. We believe that net income attributable to common stockholders (“NICS”) is the most appropriate earnings measure. Other usefulsupplemental measures of our operating performance include funds from operations (“FFO”), net operating income from continuing operations (“NOI”) andsame store cash NOI (“SSCNOI”); however, these supplemental measures are not defined by U.S. generally accepted accounting principles (“U.S. GAAP”).Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations of FFO, NOI and SSCNOI. These earningsmeasures and their relative per share amounts are widely used by investors and analysts in the valuation, comparison and investment recommendations of49 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations companies. The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands): Year Ended December 31, 2011 2012 2013 Net income attributable to common stockholders $ 157,108 $ 221,884 $ 78,714 Funds from operations 524,902 697,557 924,884 Net operating income from continuing operations 938,118 1,237,055 1,673,795 Same store cash net operating income 524,995 539,554 547,340 Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balancesheet capitalization is related to long-term debt. The coverage ratios indicate our ability to service interest and fixed charges (interest, secured debt principalamortization and preferred dividends). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain compliance with our debtcovenants. The coverage ratios are based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) which is discussedin further detail, and reconciled to net income, below in “Non-GAAP Financial Measures.” Leverage ratios and coverage ratios are widely used by investors,analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recenthistorical trends for our credit strength measures for the periods presented: Year Ended December 31, 2011 2012 2013 Debt to book capitalization ratio 50% 45% 48%Debt to undepreciated book capitalization ratio 46% 41% 43%Debt to market capitalization ratio 38% 33% 39% Adjusted interest coverage ratio 3.02x 3.31x 3.23xAdjusted fixed charge coverage ratio 2.37x 2.58x 2.56x Concentration Risk. We evaluate our concentration risk in terms of asset mix, investment mix, relationship mix and geographic mix. Concentration risk isa valuable measure in understanding what portion of our investments could be at risk if certain sectors were to experience downturns. Asset mix measures theportion 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 propertywhereby each property, which includes the land, buildings, improvements, intangibles and related rights, is owned by us. Investment mix measures theportion of our investments that relate to our various property types. Relationship mix measures the portion of our investments that relate to our top fiverelationships. Geographic mix measures the portion of our investments that relate to our top five states (or international equivalents). The following tablereflects our recent historical trends of concentration risk by investment balance for the periods presented:50 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations December 31, 2011 2012 2013 Asset mix: Real property 95% 91% 95% Real estate loans receivable 2% 5% 1% Investments in unconsolidated entities 3% 4% 4% Investment mix:(1) Seniors housing triple-net 54% 47% 41% Seniors housing operating 20% 28% 39% Medical facilities 26% 25% 20% Relationship mix:(1) Sunrise Senior Living 6% 19% Genesis HealthCare 18% 15% 12% Revera 5% Benchmark Senior Living 6% 5% 4% Belmont Village 5% 4% Merrill Gardens 8% 6% Brandywine Senior Living 5% Senior Living Communities 4% Remaining customers 59% 63% 56% Geographic mix:(1) California 10% 9% 10% New Jersey 10% 9% 8% England 8% Texas 7% 9% 7% Florida 7% 7% 5% Pennsylvania 5% Massachusetts 6% Remaining 60% 61% 62% (1) Excludes our share of investments in unconsolidated entities. We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Ourexpected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ fromexpected results are described in more detail in “Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — RiskFactors” and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tacticalplans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability toeffectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to “Item 1 — Business,” “Item 1A— Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form10-K for further discussion of these risk factors. Corporate Governance Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committedto policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for ourbusiness operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet thelisting standards adopted by the New York Stock Exchange and are available on the Internet at www.hcreit.com.51 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital ResourcesSources and Uses of Cash Our primary sources of cash include rent and interest receipts, resident fees and services, borrowings under our primary unsecured line of creditarrangement, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primaryuses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions,capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, and general and administrative expenses.These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is asummary of our sources and uses of cash flows (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December, 31 December, 31 December, 31 2011 2012 $ % 2013 $ % $ % Beginning cash and cashequivalents $ 131,570 $ 163,482 $ 31,912 24% $ 1,033,764 $ 870,282 532% $ 902,194 686%Cash provided from (used in): Operating activities 588,224 818,133 229,909 39% 988,497 170,364 21% 400,273 68% Investing activities (4,520,129) (3,592,979) 927,150 -21% (3,531,593) 61,386 -2% 988,536 -22% Financing activities 3,963,817 3,645,128 (318,689) -8% 1,667,670 (1,977,458) -54% (2,296,147) -58%Effect of foreign currencytranslation on cash and cashequivalents 0 0 0 n/a 442 442 n/a 442 n/aEnding cash and cash equivalents $ 163,482 $ 1,033,764 $ 870,282 532% $ 158,780 $ (874,984) -85% $ (4,702) -3% Operating Activities. The change in net cash provided from operating activities is primarily attributable to increases in NOI which is primarily due toacquisitions. Please see “Results of Operations” for further discussion. For the years ended December 31, 2011, 2012 and 2013, cash flows from operationsexceeded cash distributions to stockholders. Investing Activities. The changes in net cash used in investing activities are primarily attributable to acquisitions, real estate loans receivable andinvestments in unconsolidated entities which are summarized above in “Key Transactions in 2013.” Please refer to Notes 3, 6 and 7 of our consolidatedfinancial statements for additional information. The following is a summary of non-acquisition capital improvements (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %New development $ 301,604 $ 286,410 $ (15,194) -5% $ 247,560 $ (38,850) -14% $ (54,044) -18% Recurring capital expenditures,tenant improvements and leasecommissions 36,073 45,175 9,102 25% 60,984 15,809 35% 24,911 69% Renovations, redevelopments andother capital improvements 53,174 90,275 37,101 70% 74,848 (15,427) -17% 21,674 41%Total $ 390,851 $ 421,860 $ 31,009 8% $ 383,392 $ (38,468) -9% $ (7,459) -2% The decrease in new development is primarily due to a decline in the number of properties under construction (resulting from completed properties beingplaced into service), which is partially offset by new construction starts. The increase in recurring capital expenditures, tenant improvements and leasecommissions is primarily due to acquisitions. Renovations, redevelopments and other capital improvements include expenditures to maximize property value,increase net operating income, maintain a market-competitive position and/or achieve property stabilization. Generally, these expenditures have increased as aresult of acquisitions. The decrease during the year ended December 31, 2013 is attributable to a lower volume of acquisitions in our medical facilities segment. Financing Activities. The changes in net cash provided from financing activities are primarily attributable to changes related to our long-term debtarrangements, the issuance/redemptions of common and preferred stock, and dividend payments which are summarized above in “Key Transactions in2013.” Please refer to Notes 9, 10 and 13 of our consolidated financial statements for additional information. Off-Balance Sheet Arrangements52 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations At December 31, 2013, we had investments in unconsolidated entities with our ownership ranging from 10% to 50%. Please see Note 7 to our consolidatedfinancial statements for additional information. We use financial derivative instruments to hedge interest rate exposure. Please see Note 11 to our consolidatedfinancial statements for additional information. At December 31, 2013, we had five outstanding letter of credit obligations. Please see Note 12 to ourconsolidated financial statements for additional information. Contractual Obligations The following table summarizes our payment requirements under contractual obligations as of December 31, 2013 (in thousands): Payments Due by PeriodContractual Obligations Total 2014 2015-2016 2017-2018 Thereafter Unsecured line of credit arrangements $ 130,000 $ 0 $ 0 $ 130,000 $ 0 Senior unsecured notes and term loans(1) 7,421,707 0 1,185,029 1,400,000 4,836,678 Secured debt(1) 3,414,103 401,847 946,795 834,334 1,231,127 Contractual interest obligations 4,211,314 487,530 874,794 672,428 2,176,562 Capital lease obligations 117,118 5,392 17,889 9,411 84,426 Operating lease obligations 881,694 14,117 28,227 28,510 810,840 Purchase obligations 308,299 162,049 146,250 0 0 Other long-term liabilities 7,673 0 0 3,069 4,604 Total contractual obligations $ 16,491,908 $ 1,070,935 $ 3,198,984 $ 3,077,752 $ 9,144,237 (1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. At December 31, 2013, we had an unsecured line of credit arrangement with an aggregate commitment amount of $2,250,000,000. See Note 9 to ourconsolidated financial statements for additional information. Total contractual interest obligations on this arrangement totaled $5,662,000, using the interestrate in place at that date. We have $5,775,108,000 of senior unsecured notes principal outstanding with interest payable semi-annually at fixed annual interest rates, ranging from2.25% to 6.5%. Of these notes, a total of $275,108,000 are convertible notes that also contain put features. In addition, during the year ended December 31,2013, we issued £550,000,000 (approximately $911,570,000 based on the Sterling/U.S. Dollar exchange rate on December 31, 2013) of 4.80% seniorunsecured notes due 2028 generating net proceeds of $891,418,000. We also entered into a $500,000,000 unsecured term loan during the year ended December31, 2013 that matures on March 16, 2016 and can be extended for two additional years at our option. Furthermore, we have a $250,000,000 Canadiandenominated unsecured term loan (approximately $235,029,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2013.) The loan matureson July 27, 2015 and includes an option to extend for an additional year at our discretion. Please see Note 10 to our consolidated financial statements foradditional information. Total contractual interest obligations on all senior unsecured notes and the term loans totaled $3,260,135,000 at December 31, 2013. We have consolidated secured debt with total outstanding principal of $3,010,711,000, collateralized by owned properties, with annual interest ratesranging from 1.0% to 8.0%, payable monthly. The carrying values of the properties securing the debt totaled $6,243,475,000 at December 31, 2013. Totalcontractual interest obligations on consolidated secured debt totaled $880,164,000 at December 31, 2013. Our share of non-recourse secured debt associatedwith unconsolidated entities (as reflected in the contractual obligations table above) is $403,392,000 at December 31, 2013. Our share of contractual interestobligations on our unconsolidated entities’ secured debt is $65,353,000 at December 31, 2013. At December 31, 2013, we had operating lease obligations of $881,694,000 relating primarily to ground leases at certain of our properties and office spaceleases and capital lease obligations of $117,118,000 relating to certain lease investment properties that contain bargain purchase options. Purchase obligations include unfunded construction commitments and contingent purchase obligations. At December 31, 2013, we had outstandingconstruction financings of $141,085,000 for leased properties and were committed to providing additional financing of approximately $243,083,000 tocomplete construction. At December 31, 2013, we had contingent purchase obligations totaling $65,217,000. These contingent purchase obligations relate tounfunded capital improvement obligations and contingent obligations on acquisitions. Upon funding, amounts due from the tenant are increased to reflect theadditional investment in the property. Other long-term liabilities relate to our Supplemental Executive Retirement Plan, which is discussed in Note 19 to our consolidated financial statements.53 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Capital Structure Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants,restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on ourability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2013, we were in compliance with all of the covenantsunder our debt agreements. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion. None of our debt agreements containprovisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured line of credit arrangement, the ratings on oursenior unsecured notes are used to determine the fees and interest charged. A summary of certain covenants and our results as of and for the year endedDecember 31, 2013 is as follows: Per Agreement Covenant Unsecured Line ofCredit(1) Senior UnsecuredNotes Actual At December31, 2013Total Indebtedness to Book Capitalization Ratio maximum: 60% n/a 48%Secured Indebtedness to Total Assets Ratio maximum: 30% 40% 13%Total Indebtedness to Total Assets maximum: n/a 60% 46%Unsecured Debt to Unencumbered Assets maximum: 60% n/a 42%Adjusted Interest Coverage Ratio minimum: n/a 1.50x 3.23xAdjusted Fixed Charge Coverage minimum: 1.50x n/a 2.56x (1) Canadian denominated term loan covenants are the same as those contained in our primary unsecured line of credit agreement. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Anydowngrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital,which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. On May 4, 2012, we filed an open-ended automatic or “universal” shelf registration statement with the Securities and Exchange Commission covering anindeterminate amount of future offerings of debt securities, common stock, preferred stock, depositary shares, warrants and units. As of January 31, 2014,we had an effective registration statement on file in connection with our enhanced dividend reinvestment plan under which we may issue up to 10,000,000shares of common stock. As of January 31, 2014, 7,084,703 shares of common stock remained available for issuance under this registration statement. Wehave entered into separate Equity Distribution Agreements with each of UBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and CreditAgricole Securities (USA) Inc. relating to the offer and sale from time to time of up to $630,015,000 aggregate amount of our common stock (“Equity ShelfProgram”). As of January 31, 2014, we had $457,112,000 of remaining capacity under the Equity Shelf Program. Depending upon market conditions, weanticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured line of creditarrangements.54 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Our primary sources of revenue include rent, resident fees and services, and interest income. Our primary expenses include interest expense, depreciationand amortization, property operating expenses, transaction costs and general and administrative expenses. These revenues and expenses are reflected in ourConsolidated Statements of Comprehensive Income and are discussed in further detail below. The following is a summary of our results of operations (dollarsin thousands, except per share amounts): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 Amount % 2013 Amount % Amount % Net income attributable to commonstockholders $ 157,108 $ 221,884 $ 64,776 41% $ 78,714 $ (143,170) -65% $ (78,394) -50%Funds from operations 524,902 697,557 172,655 33% 924,884 227,327 33% 399,982 76%Adjusted EBITDA 971,525 1,264,091 292,566 30% 1,503,715 239,624 19% 532,190 55%Net operating income from continuingoperations 938,118 1,237,055 298,937 32% 1,673,795 436,740 35% 735,677 78%Same store cash NOI 524,995 539,554 14,559 3% 547,340 7,786 1% 22,345 4% Per share data (fully diluted): Net income attributable tocommon stockholders $ 0.90 $ 0.98 $ 0.08 9% $ 0.28 $ (0.70) -71% $ (0.62) -69% Funds from operations 3.01 3.09 0.08 3% 3.32 0.23 7% 0.31 10% Adjusted interest coverage ratio 3.02x 3.31x 0.29x 10% 3.19x -0.12x -4% 0.17x 6%Adjusted fixed charge coverage ratio 2.37x 2.58x 0.21x 9% 2.52x -0.06x -2% 0.15x 6% The following table represents the changes in outstanding common stock for the period from January 1, 2011 to December 31, 2013 (in thousands): Year Ended December 31, 2011 December 31, 2012 December 31, 2013 TotalsBeginning balance 147,097 192,275 260,374 147,097 Public offerings 41,400 64,400 23,000 128,800 Dividend reinvestment plan issuances 2,534 2,136 3,430 8,100 Equity shelf program issuances 849 - - 849 Senior note conversions - 1,040 988 2,028 Preferred stock conversions - - 117 117 Issuances in acquisitions of noncontrolling interests - - 1,109 1,109 Option exercises 232 341 214 787 Other, net 163 182 332 677 Ending balance 192,275 260,374 289,564 289,564 Average number of shares outstanding: Basic 173,741 224,343 276,929 Diluted 174,401 225,953 278,761 We evaluate our business and make resource allocations on our three business segments: seniors housing triple-net, seniors housing operating and medicalfacilities. The primary performance measures for our properties are NOI and SSCNOI, which are discussed below. Please see Note 17 to our consolidatedfinancial statements for additional information.55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Seniors Housing Triple-net The following is a summary of our NOI for the seniors housing triple-net segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %SSCNOI(1) $ 306,957 $ 313,698 $ 6,741 2% $ 319,469 $ 5,771 2% $ 12,512 4%Non-cash NOI attributable to samestore properties(1) 10,736 7,079 (3,657) -34% 8,987 1,908 27% (1,749) -16%NOI attributable to non same storeproperties(2) 260,577 390,111 129,534 50% 475,274 85,163 22% 214,697 82%NOI $ 578,270 $ 710,888 $ 132,618 23% $ 803,730 $ 92,842 13% $ 225,460 39% (1) Due to increases in cash and non-cash revenues (described below) related to 279 same store properties.(2) Primarily due to acquisitions of properties, which totaled 184, 51 and 19 for the years ended December 31, 2011, 2012 and 2013, respectively, the transition of 38 properties from ourseniors housing operating segment on September 1, 2013 and conversions of construction projects into revenue-generating properties, which totaled seven, 11 and eight for the yearsended December 31, 2011, 2012 and 2013, respectively. The following is a summary of our results of operations for the seniors housing triple-net segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %Revenues: Rental income $ 537,581 $ 684,097 $ 146,516 27% $ 780,785 $ 96,688 14% $ 243,204 45% Interest income 34,068 24,380 (9,688) -28% 21,512 (2,868) -12% (12,556) -37% Other income 6,620 2,412 (4,208) -64% 1,434 (978) -41% (5,186) -78% Net operating income fromcontinuing operations (NOI) 578,269 710,889 132,620 23% 803,731 92,842 13% 225,462 39%Expenses: Interest expense (2,802) 1,745 4,547 n/a 23,322 21,577 1237% 26,124 -932% Loss (gain) on derivatives, net - 96 96 n/a 4,877 4,781 4980% 4,877 n/a Depreciation and amortization 155,797 200,899 45,102 29% 228,523 27,624 14% 72,726 47% Transaction costs 27,993 35,705 7,712 28% 24,350 (11,355) -32% (3,643) -13% Loss (gain) on extinguishment ofdebt, net - 2,405 2,405 n/a 40 (2,365) -98% 40 n/a Provision for loan losses - 27,008 27,008 n/a 2,110 (24,898) -92% 2,110 n/a 180,988 267,858 86,870 48% 283,222 15,364 6% 102,234 56%Income from continuing operationsbefore income taxes and income (loss)from unconsolidated entities 397,281 443,031 45,750 12% 520,509 77,478 17% 123,228 31%Income tax expense (143) (2,852) (2,709) 1894% (1,606) 1,246 -44% (1,463) 1023%Income (loss) from unconsolidatedentities (9) (33) (24) 267% 5,035 5,068 -15358% 5,044 -56044%Income from continuing operations 397,129 440,146 43,017 11% 523,938 83,792 19% 126,809 32%Discontinued operations: Gain (loss) on sales of properties,net 59,108 116,838 57,730 98% 52,813 (64,025) -55% (6,295) -11% Impairment of assets (1,103) (14,699) (13,596) 1233% - 14,699 -100% 1,103 -100% Income from discontinuedoperations, net 44,114 38,806 (5,308) -12% 1,380 (37,426) -96% (42,734) -97% Discontinued operations, net 102,119 140,945 38,826 38% 54,193 (86,752) -62% (47,926) -47%Net income 499,248 581,091 81,843 16% 578,131 (2,960) -1% 78,883 16%Less: Net income attributable tononcontrolling interests 218 429 211 97% 1,476 1,047 244% 1,258 577%Net income attributable to commonstockholders $ 499,030 $ 580,662 $ 81,632 16% $ 576,655 $ (4,007) -1% $ 77,625 16% 56 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The increase in rental income is primarily attributable to the acquisitions of new properties, the transition of 38 properties from our seniors housingoperating segment and the conversion of newly constructed seniors housing triple-net properties from which we receive rent. Certain of our leases containannual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for theperiod. 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 couldrenew above or below current rent rates, resulting in an increase or decrease in rental income. For the three months ended December 31, 2013, we had no leaserenewals but we had nine leases with rental rate increasers ranging from 0.08% to 0.30% in our seniors housing triple-net portfolio. The decrease in interestincome is attributable to loan payoffs (see Note 6 to our consolidated financial statements for additional information).During the year ended December 31, 2013, we completed eight seniors housing triple-net construction projects representing $133,181,000 or $171,403 perbed/unit plus expansion projects totaling $26,395,000. The following is a summary of seniors housing triple-net construction projects pending as ofDecember 31, 2013 (dollars in thousands): Location Units/Beds Commitment Balance Est. CompletionThe Villages, FL 45 $ 8,650 $ 8,284 1Q14Moorestown, NJ 124 31,500 24,808 2Q14Gambrills, MD 110 19,700 15,711 2Q14Burleson, TX 106 13,900 6,530 3Q14Frederick, MD 130 19,000 7,036 4Q14Upper Providence, PA 96 29,030 6,039 4Q14Piscataway, NJ 124 30,600 10,358 1Q15Haddonfield, NJ 52 18,815 2,968 1Q15Mahwah, NJ 96 29,045 2,441 1Q15Total 883 $ 191,590 $ 84,175 Total interest expense for the years ended December 31, 2013, 2012 and 2011 represents $25,394,000, $13,572,000 and $15,296,000, respectively, ofsecured debt interest expense offset by interest allocated to discontinued operations in the amounts of $2,072,000, $11,827,000 and $18,098,000 for the yearsended December 31, 2013, 2012 and 2011, respectively. The change in secured debt interest expense is due to the net effect and timing of assumptions,segment transitions, extinguishments and principal amortizations. The following is a summary of our seniors housing triple-net secured debt principal activity(dollars in thousands): Year Ended Year Ended Year Ended December 31, 2011 December 31, 2012 December 31, 2013 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $ 172,862 5.265% $ 259,000 5.105% $ 218,741 5.393%Debt transitioned - 0.000% - 0.000% 367,997 5.298%Debt issued - 0.000% 9,387 4.080% 13,800 5.480%Debt assumed 90,120 4.819% 83,002 5.304% 9,578 5.582%Debt extinguished - 0.000% (128,818) 4.743% (16,482) 3.304%Principal payments (3,982) 5.556% (3,830) 5.556% (6,498) 5.698%Ending balance $ 259,000 5.105% $ 218,741 5.393% $ 587,136 5.394% Monthly averages $ 234,392 5.141% $ 216,314 5.254% $ 339,129 5.394% In connection with secured debt extinguishments, we recognized losses of $2,405,000 and $40,000 during the years ended December 31, 2012 and 2013,respectively. The decrease in loss on debt extinguishment is attributable to the decreased volume of debt payoffs. Derivative losses during the year endedDecember 31, 2013 were incurred in conjunction with certain foreign currency forward exchange contracts related to properties acquired in the UnitedKingdom. Please refer to Note 11 to our consolidated financial statements for further discussion.57 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Depreciation and amortization increased primarily as a result of new property acquisitions and the conversions of newly constructed properties. To theextent that we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.Transaction costs represent costs incurred with property acquisitions (including due diligence costs, fees for legal and valuation services, and terminationof pre-existing relationships computed based on the fair value of the assets acquired), lease termination fees and other similar costs.Changes in gains on sales of properties are related to property sales which totaled 39, 73 and 24 for the years ended December 31, 2011, 2012 and 2013,respectively. We recognized impairment losses on certain held-for-sale properties in prior years as the fair value less estimated costs to sell exceeded ourcarrying values. Please refer to Note 5 to our consolidated financial statements for further discussion. The following illustrates the reclassification impact as aresult of classifying the properties sold prior to or held for sale at December 31, 2013 as discontinued operations for the periods presented (dollars inthousands): Year Ended December 31, 2011 2012 2013 Rental income $ 84,736 $ 63,984 $ 7,889 Expenses: Interest expense 18,098 11,827 2,072 Provision for depreciation 22,524 13,351 4,437 Income (loss) from discontinued operations, net $ 44,114 $ 38,806 $ 1,380 We did not record any provision for loan loss or have any loan write-offs for seniors housing triple-net investments during the year ended December 31,2011. During the year ended December 31, 2012, we wrote off one loan totaling $27,008,000, which was attributable to a loan related to an entrance feecommunity. During the year ended December 31, 2013, we wrote off one loan totaling $2,110,000, which was attributable to one loan related to an active adultcommunity. The provision for loan losses is related to our critical accounting estimate for the allowance for loan losses and is discussed in “CriticalAccounting Policies” and Note 6 to our consolidated financial statements. A portion of our seniors housing triple-net properties were formed through partnerships. Income from unconsolidated entities represents our share of netincome or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share ofnet income or loss relating to those partnerships where we are the controlling partner. Seniors Housing Operating The following is a summary of our NOI for the seniors housing operating segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %SSCNOI(1) $ 33,763 $ 39,111 $ 5,348 16% $ 40,953 $ 1,842 5% $ 7,190 21%NOI attributable to non same storeproperties(2) 108,180 192,913 84,733 78% 487,210 294,297 153% 379,030 350%NOI $ 141,943 $ 232,024 $ 90,081 63% $ 528,163 $ 296,139 128% $ 386,220 272% (1) Due to increases in cash revenues (described below) related to 27 same store properties.(2) Primarily due to acquisitions of properties, which totaled 58, 80 and 162 for the years ended December 31, 2011, 2012 and 2013, respectively, and the transition of 38 properties toour seniors housing triple-net segment on September 1, 2013.58 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a summary of our results of operations for the seniors housing operating segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %Revenues: Resident fees and services $ 456,085 $ 697,494 $ 241,409 53% $ 1,616,290 $ 918,796 132% $ 1,160,205 254% Interest income - 6,208 6,208 n/a 757 (5,451) n/a 757 n/a Other income - - - n/a 355 355 n/a 355 n/a 456,085 703,702 247,617 54% 1,617,402 913,700 130% 1,161,317 255%Property operating expenses 314,142 471,678 157,536 50% 1,089,239 617,561 131% 775,097 247% Net operating income from continuingoperations (NOI) 141,943 232,024 90,081 63% 528,163 296,139 128% 386,220 272%Other expenses: Interest expense 46,342 67,524 21,182 46% 92,148 24,624 36% 45,806 99% Loss (gain) on derivatives, net - (1,921) (1,921) n/a (407) 1,514 n/a (407) n/a Depreciation and amortization 138,192 165,798 27,606 20% 478,007 312,209 188% 339,815 246% Transaction costs 36,328 12,756 (23,572) -65% 107,066 94,310 739% 70,738 195% Loss (gain) on extinguishment ofdebt, net (979) (2,697) (1,718) 175% (3,372) (675) 25% (2,393) n/a 219,883 241,460 21,577 10% 673,442 431,982 179% 453,559 206%(Loss) income from continuing operationsbefore income from unconsolidatedentities (77,940) (9,436) 68,504 -88% (145,279) (135,843) 1440% (67,339) 86%Income tax expense - (1,086) (1,086) n/a (5,337) (4,251) n/a (5,337) n/a(Loss) income from unconsolidatedentities (1,531) (6,364) (4,833) 316% (22,695) (16,331) 257% (21,164) n/aNet income (loss) (79,471) (16,886) 62,585 -79% (173,311) (156,425) 926% (93,840) 118%Less: Net income (loss) attributable tononcontrolling interests (6,006) (3,015) 2,991 -50% (8,639) (5,624) 187% (2,633) 44%Net income (loss) attributable to commonstockholders $ (73,465) $ (13,871) $ 59,594 -81% (164,672) (150,801) 1087% (91,207) 124% Fluctuations in revenues and property operating expenses are primarily a result of acquisitions subsequent toJanuary 1, 2011. Interest income relates to the Sunrise loan funded during the three months ended December 31, 2012 andacquired in January 2013 (please refer to Note 6 to our consolidated financial statements for additional information). The fluctuations in depreciationand amortization are due to the net impact of acquisitions and variations in amortization of short-lived intangibleassets. To the extent that we acquire or dispose of additional properties in the future, these amounts will changeaccordingly. Loss from unconsolidated entities during the year ended December 31, 2013 is primarily attributable to depreciationand amortization of short-lived intangible assets related to our joint ventures with Chartwell and Sunrise described inNote 7 to our consolidated financial statements. Interest expense represents secured debt interest expense as well as interest expense related to our$250,000,000 Canadian-denominated unsecured term loan and our £550,000,000 Sterling-denominated seniorunsecured notes due 2028. Please refer to Note 10 to our consolidated financial statements for additionalinformation. The following is a summary of our seniors housing operating property secured debt principal activity(dollars in thousands): 59 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended Year Ended Year Ended December 31, 2011 December 31, 2012 December 31, 2013 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $ 487,706 5.939% $ 1,318,599 4.665% $ 1,369,526 4.874%Debt issued 114,903 5.779% 148,031 4.220% 75,408 4.891%Debt assumed 780,955 4.269% 115,371 5.512% 1,228,706 4.063%Debt extinguished (55,317) 5.949% (193,962) 4.395% (548,876) 3.597%Debt transitioned - 0.000% - 0.000% (367,997) 5.298%Foreign currency - 0.000% 187 5.624% (10,361) 4.013%Principal payments (9,648) 5.474% (18,700) 4.850% (31,692) 4.643%Ending balance $ 1,318,599 4.665% $ 1,369,526 4.874% $ 1,714,714 4.622% Monthly averages $ 969,265 5.679% $ 1,366,758 4.866% $ 1,723,122 4.820% In connection with secured debt extinguishments, we recognized gains of $979,000, $2,697,000, and $3,332,000 during the years ended December 31,2011, 2012, and 2013, respectively. The increase in gains on debt extinguishment is primarily attributable to the increased volume of extinguishments. Derivative gains relate to foreign currency forward exchange contracts entered into in conjunction with international investments made during the years endedDecember 31, 2012 and 2013, respectively. Please refer to Note 11 to our consolidated financial statements for further discussion. Transaction costs represent costs incurred with property acquisitions (including due diligence costs, fees for legal and valuation services, and terminationof pre-existing relationships computed based on the fair value of the assets acquired), lease termination fees and other similar costs. The increase intransaction costs relates to the increased number of acquisitions during the year ended December 31, 2013. The majority of our seniors housing operatingproperties are formed through partnership interests. Net income attributable to noncontrolling interests represents our partners’ share of net income or lossrelated to those partnerships where we are the controlling partner. Medical Facilities The following is a summary of our NOI for the medical facilities segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %SSCNOI(1) $ 184,275 $ 186,745 $ 2,470 1% $ 186,918 $ 173 0% $ 2,643 1%Non-cash NOI attributable to samestore properties(1) 7,771 6,372 (1,399) -18% 4,169 (2,203) -35% (3,602) -46%NOI attributable to non same storeproperties(2) 25,170 100,113 74,943 298% 150,518 50,405 50% 125,348 498%NOI $ 217,216 $ 293,230 $ 76,014 35% $ 341,605 $ 48,375 16% $ 124,389 57% (1) Due to increases in cash and non-cash revenues (described below) related to 130 same store properties.(2) Primarily due to acquisitions of properties, which totaled 35, 34 and 13 for the years ended December 31, 2011, 2012 and 2013, respectively, and conversions of construction projectsinto revenue-generating properties, which totaled seven, five and seven for the years ended December 31, 2011, 2012 and 2013, respectively.60 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following is a summary of our results of operations for the medical facilities segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %Revenues: Rental income $ 267,151 $ 379,117 $ 111,966 42% $ 446,804 $ 67,687 18% $ 179,653 67% Interest income 7,002 8,477 1,475 21% 10,394 1,917 23% 3,392 48% Other income 3,985 1,947 (2,038) -51% 1,981 34 2% (2,004) -50% 278,138 389,541 111,403 40% 459,179 69,638 18% 181,041 65%Property operating expenses 60,922 96,311 35,389 58% 117,574 21,263 22% 56,652 93% Net operating income from continuingoperations (NOI) 217,216 293,230 76,014 35% 341,605 48,375 16% 124,389 57%Other expenses: Interest expense 18,557 28,878 10,321 56% 36,823 7,945 28% 18,266 98% Depreciation and amortization 92,489 139,523 47,034 51% 159,270 19,747 14% 66,781 72% Transaction costs 5,903 13,148 7,245 123% 1,985 (11,163) -85% (3,918) -66% Loss (gain) on extinguishment of debt,net - (483) (483) n/a - 483 n/a 0 n/a Provision for loan losses 2,010 - (2,010) -100% - 0 n/a (2,010) n/a 118,959 181,066 62,107 52% 198,078 17,012 9% 79,119 67%Income from continuing operations beforeincome taxes and income (loss) fromunconsolidated entities 98,257 112,164 13,907 14% 143,527 31,363 28% 45,270 46%Income tax expense (361) (2,381) (2,020) 560% (481) 1,900 -80% (120) 33%Income (loss) from unconsolidated entities 7,312 8,879 1,567 21% 9,473 594 7% 2,161 30%Income from continuing operations 105,208 118,662 13,454 13% 152,519 33,857 29% 47,311 45%Discontinued operations: Gain (loss) on sales of properties, net 2,052 (16,289) (18,341) n/a (3,675) 12,614 -77% (5,727) -279% Impairment of assets (11,091) (14,588) (3,497) 32% - 14,588 -100% 11,091 -100% Income (loss) from discontinuedoperations, net 3,049 3,990 941 31% 1,195 (2,795) -70% (1,854) -61% Discontinued operations, net (5,990) (26,887) (20,897) 349% (2,480) 24,407 -91% 3,510 -59%Net income (loss) 99,218 91,775 (7,443) -8% 150,039 58,264 63% 50,821 51%Less: Net income (loss) attributable tononcontrolling interests 894 171 (723) -81% 393 222 130% (501) -56%Net income (loss) attributable to commonstockholders $ 98,324 $ 91,604 $ (6,720) -7% $ 149,646 $ 58,042 63% $ 51,322 52% The increase in rental income is primarily attributable to the acquisitions of new properties and the conversion of newly constructed medical facilityproperties from which we receive rent. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for theperiod. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Sales of real property would offset revenueincreases and, to the extent that they exceed new acquisitions, could result in decreased revenues. Our leases could renew above or below current rent rates,resulting in an increase or decrease in rental income. For the three months ended December 31, 2013, our consolidated medical office building portfolio signed74,027 square feet of new leases and 144,436 square feet of renewals. The weighted-average term of these leases was five years, with a rate of $22.45 persquare foot and tenant improvement and lease commission costs of $15.04 per square foot. Substantially all of these leases during the referenced quartercontain an annual fixed or contingent escalation rent structure ranging from the change in CPI to 4%. For the three months ended December 31, 2013, therewere no lease renewals and no leases with a rental rate increaser in our hospital portfolio. The increase in interest income is attributable to higher real estateloans receivable.During the year ended December 31, 2013, we completed seven medical office building construction projects representing $127,363,000 or $278 persquare foot. The following is a summary of medical office building construction projects pending as of61 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations December 31, 2013 (dollars in thousands): Location Square Feet Commitment Balance Est. CompletionCoon Rapids, MN 115,108 $ 27,282 $ 13,715 1Q14Lenexa, KS 75,126 16,463 7,948 1Q14Clear Lake, TX 54,713 14,750 3,410 2Q14Burnsville, MN 123,857 36,087 10,556 3Q14Humble, TX 36,475 10,885 1,881 3Q14Bettendorf, IA 40,493 7,562 355 4Q14Shenandoah, TX 80,085 24,600 4,738 1Q15Total 525,857 $ 137,629 $ 42,603 Total interest expense for the years ended December 31, 2013, 2012 and 2011 represents $38,997,000, $38,786,000 and $31,477,000, respectively, ofsecured debt interest expense offset by interest allocated to discontinued operations in the amounts of $2,174,000, $9,908,000 and $12,920,000 for the yearsended December 31, 2013, 2012 and 2011, respectively. The change in secured debt interest expense is primarily due to the net effect and timing ofassumptions, extinguishments and principal amortizations. The following is a summary of our medical facility secured debt principal activity (dollars inthousands): Year Ended Year Ended Year Ended December 31, 2011 December 31, 2012 December 31, 2013 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $ 463,477 5.286% $ 520,066 5.981% $ 713,720 5.950%Debt assumed 69,779 5.921% 246,371 5.888% 52,574 6.126%Debt extinguished - 0.000% (37,622) 5.858% (49,017) 5.357%Principal payments (13,190) 6.208% (15,095) 6.180% (16,850) 6.193%Ending balance $ 520,066 5.981% $ 713,720 5.950% $ 700,427 5.999% Monthly averages $ 489,923 6.179% $ 669,753 5.952% $ 708,107 5.956% In connection with secured debt extinguishments, we recognized gains of $483,000 during the year ended December 31, 2012. During the year endedDecember 31, 2013, we did not recognize gain or loss, as the debt extinguishments related to contractual debt maturities.The increases in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions ofnew medical facilities for which we incur certain property operating expenses offset by discontinued operations.Transaction costs represent costs incurred with property acquisitions (including due diligence costs, fees for legal and valuation services, and terminationof pre-existing relationships computed based on the fair value of the assets acquired) and other similar costs. The fluctuations in transaction costs areprimarily due to acquisition volume fluctuations in the relevant years.During the year ended December 31, 2011, we recorded $2,010,000 of provision for loan losses, which is primarily attributable to the write-off of ahospital loan.Income from unconsolidated entities includes our share of net income related to our joint venture investment with Forest City Enterprises and certainunconsolidated property investments related to our strategic joint venture relationship with a national medical office building company. See Note 7 to ourconsolidated financial statements for additional information.Changes in gains/losses on sales of properties is related to property sales which totaled three, 20 and 24 for the years ended December 31, 2011, 2012 and2013, respectively. We recognized impairment losses on certain held for sale properties in prior years as the fair value less estimated costs to sell exceeded ourcarrying values. Please refer to Note 5 to our consolidated financial statements for further discussion. The following illustrates the reclassification impact as aresult of classifying the properties sold prior to or held for sale at December 31, 2013 as discontinued operations for the periods presented (dollars inthousands): 62 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31, 2011 2012 2013 Rental income $ 39,377 $ 32,394 $ 10,488 Expenses: Interest expense 12,920 9,908 2,174 Property operating expenses 8,806 4,482 3,396 Provision for depreciation 14,602 14,014 3,723 Income (loss) from discontinued operations, net $ 3,049 $ 3,990 $ 1,195 A portion of our medical facility properties were formed through partnerships. Net income attributable to noncontrolling interests represents our partners’share of net income or loss relating to those partnerships where we are the controlling partner. Non-Segment/Corporate The following is a summary of our results of operations for the non-segment/corporate activities (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ %Revenues: Other income $ 690 $ 912 $ 222 32% $ 296 $ (616) -68% $ (394) -57%Expenses: Interest expense 228,884 263,418 34,534 15% 306,067 42,649 16% 77,183 34% General and administrative 77,201 97,341 20,140 26% 108,318 10,977 11% 31,117 40% Loss (gain) on extinguishmentsof debt, net - - 0 n/a 2,423 2,423 n/a 2,423 n/a 306,085 360,759 54,674 18% 416,808 56,049 16% 110,723 36%Loss from continuing operationsbefore income taxes (305,395) (359,847) (54,452) 18% (416,512) (56,665) 16% (111,117) 36%Income tax expense (884) (1,293) (409) 46% (67) 1,226 -95% 817 -92%Net loss (306,279) (361,140) (54,861) 18% (416,579) (55,439) 15% (110,300) 36%Preferred stock dividends 60,502 69,129 8,627 14% 66,336 (2,793) -4% 5,834 10%Preferred stock redemption charge - 6,242 6,242 n/a - (6,242) -100% - n/aNet loss attributable to commonstockholders $ (366,781) $ (436,511) $ (69,730) 19% $ (482,915) $ (46,404) 11% $ (116,134) 32% Other income primarily represents income from non-real estate activities such as interest earned on temporary investments of cash reserves. The followingis a summary of our non-segment/corporate interest expense (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2011 2012 $ % 2013 $ % $ % Senior unsecured notes $ 222,559 $ 249,564 $ 27,005 12% $ 279,617 $ 30,053 12% $ 57,058 26%Secured debt 604 557 (47) -8% 495 (62) -11% (109) -18%Unsecured lines of credit 7,917 11,769 3,852 49% 15,498 3,729 32% 7,581 96%Capitalized interest (13,164) (9,777) 3,387 -26% (6,700) 3,077 -31% 6,464 -49%Interest SWAP savings (161) (96) 65 -40% (14) 82 -85% 147 -91%Loan expense 11,129 11,401 272 2% 17,171 5,770 51% 6,042 54%Totals $ 228,884 $ 263,418 $ 34,534 15% $ 306,067 $ 42,649 16% $ 77,183 34% The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, excluding our $250,000,000 Canadian-denominated unsecured term loan and our £550,000,000 Sterling-denominated senior unsecured notes due 2028, both of which are in our seniors housingoperating segment. Please refer to Note 10 to our consolidated financial statements for additional information. We capitalize certain interest costs associatedwith funds used for the construction of properties owned directly by us. The amount capitalized is based upon the balances outstanding during theconstruction period using the rate of interest63 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations that approximates our cost of financing. Our interest expense is reduced by the amount capitalized. The decrease in capitalized interest is due to both adecrease in construction fundings and a decline in our weighted-average cost of financing. Please see Note 11 to our consolidated financial statements for adiscussion of our interest rate swap agreements and their impact on interest expense. Loan expense represents the amortization of deferred loan costs incurredin connection with the issuance and amendments of debt. Loan expense changes are due to amortization of charges for costs incurred in connection with seniorunsecured note issuances. The change in interest expense on the unsecured line of credit arrangements is due primarily to the net effect and timing of draws,paydowns and variable interest rate changes. Please refer to Note 9 of our consolidated financial statements for additional information regarding our unsecuredline of credit arrangements. General and administrative expenses as a percentage of consolidated revenues (including revenues from discontinued operations) for the years endedDecember 31, 2013, 2012 and 2011 were 3.74%, 5.12% and 5.37%, respectively. The increase in general and administrative expenses is primarily related tocosts associated with our initiatives to attract and retain appropriate personnel to achieve our business objectives. The decline in percent of revenue isprimarily related to the increasing revenue base as a result of our acquisitions. The loss on extinguishment of debt is due to the redemption of convertiblesenior notes. Please see Note 13 to our consolidated financial statements for additional information. The changes in preferred stock dividends and redemptioncharge are primarily attributable to the net effect of issuances, redemptions and conversions. Please see Note 13 to our consolidated financial statements foradditional information. Non-GAAP Financial Measures We believe that net income, as defined by U.S. GAAP, is the most appropriate earnings measurement. However, we consider FFO to be a usefulsupplemental measure of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes thatthe value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values havehistorically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estatecompanies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) createdFFO 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 attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate andimpairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Net operating income from continuing operations (“NOI”) is used to evaluate the operating performance of our properties. We define NOI as total revenues,including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining andservicing tenants for our seniors housing operating and medical facility properties. These expenses include, but are not limited to, property-related payroll andbenefits, property management fees, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrativeexpenses represent costs unrelated to property operations or transaction costs. These expenses include, but are not limited to, payroll and benefits, professionalservices, office expenses and depreciation of corporate fixed assets. Same store cash NOI (“SSCNOI”) is used to evaluate the cash-based operatingperformance of our properties under a consistent population which eliminates changes in the composition of our portfolio. As used herein, same store isgenerally defined as those revenue-generating properties in the portfolio for the full three year reporting period. Any properties acquired, developed, transitionedor classified in discontinued operations during that period are excluded from the same store amounts. We believe NOI and SSCNOI provide investors relevantand useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI andSSCNOI to make decisions about resource allocations and to assess the property level performance of our properties. EBITDA stands for earnings before interest, taxes, depreciation and amortization. We believe that EBITDA, along with net income and cash flow providedfrom operating activities, is an important supplemental measure because it provides additional information to assess and evaluate the performance of ouroperations. We primarily utilize EBITDA to measure our interest coverage ratio, which represents EBITDA divided by total interest, and our fixed chargecoverage ratio, which represents EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization and preferreddividends. A covenant in our primary unsecured line of credit arrangement and Canadian denominated term loan contains a financial ratio based on a definition ofEBITDA that is specific to that agreement. Failure to satisfy these covenants could result in an event of default that could have a material adverse impact onour cost and availability of capital, which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financialcondition. Due to the materiality of these debt agreements and the financial covenants, we have disclosed Adjusted EBITDA, which represents EBITDA asdefined above and adjusted for stock-based compensation expense, provision for loan losses and gain/loss on extinguishment of debt. We use AdjustedEBITDA to measure our adjusted fixed charge coverage ratio, which represents Adjusted EBITDA divided by fixed charges on a trailing twelve months basis.Fixed charges include total interest (excluding capitalized interest and non-cash interest expenses), secured debt principal64 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations amortization and preferred dividends. Our covenant requires an adjusted fixed charge coverage ratio of at least 1.50 times. Other than Adjusted EBITDA, our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity anddebt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financialmeasures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures areutilized by the Board of Directors to evaluate management. Adjusted EBITDA is used solely to determine our compliance with a financial covenant in ourprimary line of credit arrangement and Canadian denominated term loan and is not being presented for use by investors for any other purpose. None of oursupplemental measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not beconsidered as alternative measures of profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarlyentitled items reported by other real estate investment trusts or other companies. The table below reflects the reconciliation of FFO to net income attributable to common stockholders, the most directly comparable U.S. GAAP measure,for the periods presented. The provisions for depreciation and amortization include provisions for depreciation and amortization from discontinued operations.Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization. Amounts are inthousands except for per share data. Year Ended December 31,FFO Reconciliation: 2011 2012 2013Net income attributable to common stockholders $ 157,108 $ 221,884 $ 78,714 Depreciation and amortization 423,605 533,585 873,960 Impairment of assets 12,194 29,287 - Loss (gain) on sales of properties (61,160) (100,549) (49,138) Noncontrolling interests (18,557) (21,058) (36,304) Unconsolidated entities 11,712 34,408 57,652 Funds from operations $ 524,902 $ 697,557 $ 924,884 Average common shares outstanding: Basic 173,741 224,343 276,929 Diluted 174,401 225,953 278,761 Per share data: Net income attributable to common stockholders Basic $ 0.90 $ 0.99 $ 0.28 Diluted 0.90 0.98 0.28 Funds from operations Basic $ 3.02 $ 3.11 $ 3.34 Diluted 3.01 3.09 3.32 65 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The table below reflects the reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented.Interest expense and the provisions for depreciation and amortization include discontinued operations. Dollars are in thousands. Year Ended December 31,Adjusted EBITDA Reconciliation: 2011 2012 2013Net income $ 212,716 $ 294,840 $ 138,280 Interest expense 321,999 383,300 462,606 Income tax expense (benefit) 1,388 7,612 7,491 Depreciation and amortization 423,605 533,585 873,960 Stock-based compensation expense 10,786 18,521 20,177 Provision for loan losses 2,010 27,008 2,110 Loss (gain) on extinguishment of debt (979) (775) (909) Adjusted EBITDA $ 971,525 $ 1,264,091 $ 1,503,715 Adjusted Interest Coverage Ratio: Interest expense $ 321,999 $ 383,300 $ 462,606 Capitalized interest 13,164 9,777 6,700 Non-cash interest expense (13,905) (11,395) (4,044) Total interest 321,258 381,682 465,262 Adjusted EBITDA $ 971,525 $ 1,264,091 $ 1,503,715 Adjusted interest coverage ratio 3.02x 3.31x 3.23x Adjusted Fixed Charge Coverage Ratio: Interest expense $ 321,999 $ 383,300 $ 462,606 Capitalized interest 13,164 9,777 6,700 Non-cash interest expense (13,905) (11,395) (4,044) Secured debt principal payments 27,804 38,554 56,205 Preferred dividends 60,502 69,129 66,336 Total fixed charges 409,564 489,365 587,803 Adjusted EBITDA $ 971,525 $ 1,264,091 $ 1,503,715 Adjusted fixed charge coverage ratio 2.37x 2.58x 2.56x66 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following tables reflect the reconciliation of NOI and SSCNOI to net income attributable to common stockholders, the most directly comparable U.S.GAAP measure, for the periods presented. Amounts are in thousands. Year Ended December 31,NOI Reconciliation: 2011 2012 2013Total revenues: Seniors housing triple-net $ 578,269 $ 710,889 $ 803,731 Seniors housing operating 456,085 703,702 1,617,402 Medical facilities 278,138 389,541 459,179 Non-segment/corporate 690 912 296 Total revenues 1,313,182 1,805,044 2,880,608 Property operating expenses: Seniors housing operating 314,142 471,678 1,089,239 Medical facilities 60,922 96,311 117,574 Total property operating expenses 375,064 567,989 1,206,813 Net operating income: Seniors housing triple-net 578,269 710,889 803,731 Seniors housing operating 141,943 232,024 528,163 Medical facilities 217,216 293,230 341,605 Non-segment/corporate 690 912 296 Net operating income from continuing operations $ 938,118 $ 1,237,055 $ 1,673,795 Reconciling items: Interest expense (290,981) (361,565) (458,360) Loss (gain) on derivatives, net - 1,825 (4,470) Depreciation and amortization (386,478) (506,220) (865,800) General and administrative (77,201) (97,341) (108,318) Transaction costs (70,224) (61,609) (133,401) Loss (gain) on extinguishment of debt 979 775 909 Provision for loan losses (2,010) (27,008) (2,110) Income tax benefit (expense) (1,388) (7,612) (7,491) Income (loss) from unconsolidated entities 5,772 2,482 (8,187) Income (loss) from discontinued operations, net 96,129 114,058 51,713 Preferred dividends (60,502) (69,129) (66,336) Preferred stock redemption charge - (6,242) - Loss (income) attributable to noncontrolling interests 4,894 2,415 6,770 (781,010) (1,015,171) (1,595,081) Net income (loss) attributable to common stockholders $ 157,108 $ 221,884 $ 78,714 67 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31,Same Store Cash NOI Reconciliation: 2011 2012 2013Net operating income from continuing operations: Seniors housing triple-net $ 578,269 $ 710,889 $ 803,731 Seniors housing operating 141,943 232,024 528,163 Medical facilities 217,216 293,230 341,605 Total 937,428 1,236,143 1,673,499 Adjustments: Seniors housing triple-net: Non-cash NOI on same store properties (10,736) (7,079) (8,987) NOI attributable to non same store properties (260,576) (390,112) (475,275) Subtotal (271,312) (397,191) (484,262) Seniors housing operating: NOI attributable to non same store properties (108,180) (192,913) (487,210) Subtotal (108,180) (192,913) (487,210) Medical facilities: Non-cash NOI on same store properties (7,771) (6,372) (4,169) NOI attributable to non same store properties (25,170) (100,113) (150,518) Subtotal (32,941) (106,485) (154,687) Total (412,433) (696,589) (1,126,159) Same store cash net operating income: Seniors housing triple-net 306,957 313,698 319,469 Seniors housing operating 33,763 39,111 40,953 Medical facilities 184,275 186,745 186,918 Total $ 524,995 $ 539,554 $ 547,340 Same Store Cash NOI Property Reconciliation: Total properties 1,142 Acquisitions (619) Developments (29) Disposals/Held-for-sale (3) Segment transitions (40) Other(1) (15) Same store properties 436 (1) Includes ten land parcels and five loans. Health Care Industry The demand for health care services, and consequently health care properties, is projected to reach unprecedented levels in the near future. The Centers forMedicare and Medicaid Services (“CMS”) projects that national health expenditures will rise to approximately $3.3 trillion in 2015 or 18.4% of gross domesticproduct (“GDP”). The average annual growth in national health expenditures for 2012 through 2022 is expected to be 5.8%. While demographics are the primary driver of demand, economic conditions and availability of services contribute to health care service utilization rates.We believe the health care property market may be less susceptible to fluctuations and economic downturns relative to other property sectors. Investor interestin the market remains strong, especially in specific sectors such as private-pay senior living and medical office buildings. The total U.S. population is projected to increase by 13.4% through 2033. The elderly population aged 65 and over is projected to increase by 68.3%through 2033. The elderly are an important component of health care utilization, especially independent living services, assisted living services, skillednursing services, inpatient and outpatient hospital services and physician ambulatory care. Most health care services are provided within a health care facilitysuch as a hospital, a physician’s office or a seniors housing community. Therefore, we believe there will be continued demand for companies, such as ours,with expertise in health care real estate. 68 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Health care real estate investment opportunities tend to increase as demand for health care services increases. We recognize the need for health care realestate as it correlates to health care service demand. Health care providers require real estate to house their businesses and expand their services. We believethat investment opportunities in health care real estate will continue to be present due to:· The specialized nature of the industry, which enhances the credibility and experience of our company;· The projected population growth combined with stable or increasing health care utilization rates, which ensures demand; and· The on-going merger and acquisition activity. Health Reform Laws On March 23, 2010, President Obama signed into law the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) and the Health Care andEducation Reconciliation Act of 2010, which amends the PPACA (collectively, the “Health Reform Laws”). The Health Reform Laws contain variousprovisions that may directly impact us or the operators and tenants of our properties. Some provisions of the Health Reform Laws may have a positive impacton our operators’ or tenants’ revenues, by, for example, increasing coverage of uninsured individuals, while others may have a negative impact on thereimbursement of our operators or tenants by, for example, altering the market basket adjustments for certain types of health care facilities. The Health ReformLaws also enhance certain fraud and abuse penalty provisions that could apply to our operators and tenants, in the event of one or more violations of thefederal health care regulatory laws. In addition, there are provisions that impact the health coverage that we and our operators and tenants provide to ourrespective employees. The Health Reform Laws also provide additional Medicaid funding to allow states to carry out the expansion of Medicaid coverage tocertain financially−eligible individuals beginning in 2014, and have also permitted states to expand their Medicaid coverage to these individuals since April 1,2010, if certain conditions are met. On June 28, 2012, The United States Supreme Court upheld the individual mandate of the Health Reform Laws butpartially invalidated the expansion of Medicaid. The ruling on Medicaid expansion will allow States not to participate in the expansion – and to forego fundingfor the Medicaid expansion – without losing their existing Medicaid funding. Given that the federal government substantially funds the Medicaid expansion, itis unclear how many states will ultimately pursue this option, although, as of mid-December 2013, almost half of the states have made statements or otherwiseindicated that they do not intend to expand Medicaid coverage at this time. The participation by states in the Medicaid expansion could have the dual effect ofincreasing our tenants’ revenues, through new patients, but could also further strain state budgets. While the federal government will pay for approximately100% of those additional costs from 2014 to 2016, states will be expected to pay for part of those additional costs beginning in 2017. We cannot predict whether the existing Health Reform Laws, or future health care reform legislation or regulatory changes, will have a material impact onour operators’ or tenants’ property or business. If the operations, cash flows or financial condition of our operators and tenants are materially adverselyimpacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. Impact to Reimbursement of the Operators and Tenants of Our Properties. The Health Reform Laws provide for various changes to the reimbursementthat our operators and tenants may receive. One such change is a reduction to the market basket adjustments for inpatient acute hospitals, long−term carehospitals, inpatient rehabilitation facilities, home health agencies, psychiatric hospitals, hospice care and outpatient hospitals. Since 2012, the otherwiseapplicable percentage increase to the market basket for inpatient acute hospitals has decreased. Since 2012, inpatient acute hospitals have also faced adownward adjustment of the annual percentage increase to the market basket rate by a “productivity adjustment.” The productivity adjustment may cause theannual percentage increase to be less than zero, which would mean that inpatient acute hospitals could face payment rates for a fiscal year that are less than thepayment rates for the preceding year. A similar productivity adjustment has applied to skilled nursing facilities since 2012, which means that the payment rates for skilled nursing facilitiesmay decrease from one year to the next. Long−term care hospitals have faced a specified percentage decrease in their annual update for discharges since 2010.Additionally, since 2012, long-term care hospitals have been subject to the productivity adjustments, which may decrease the federal payment rates for long-term care hospitals. Similar productivity adjustments to payment rates have applied to inpatient rehabilitation facilities since 2012, inpatient psychiatrichospitals since 2013 and outpatient hospitals since 2012. The Health Reform Laws revise other reimbursement provisions that may affect our business. For example, the Health Reform Laws reduce states’Medicaid disproportionate share hospital (“DSH”) allotments, starting in 2014 through 2020. On September 18, 2013, CMS published a final rule that setsforth the annual reductions for Medicaid DSH payments for fiscal years 2014 and 2015, which were mandated by the Health Reform Laws, based on theassumption that the number of uninsured people will fall sharply beginning in 2014. Although the Health Reform Laws mandated reductions in MedicaidDSH spending from 2014 through 2020, the final rule addresses only DSH reductions for 2014 and 2015. In the final rule, CMS explained that, while thePresident’s FY 201469 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations budget proposed to delay these reductions until 2015, the Department of Health and Human Services has no flexibility to institute a delay withoutcongressional action. These allotments would have provided additional funding for DSH hospitals that are operators or tenants of our properties, and thus,any reduction might negatively impact these operators or tenants. Additionally, under the Health Reform Laws, beginning in fiscal year 2015, Medicare payments will decrease to hospitals for treatment associated withhospital acquired conditions. This decreased payment rate may negatively impact our operators or tenants. To account for excess readmissions, the HealthReform Laws also call for a reduction of 1% in payments for those hospitals with higher-than-average risk-adjusted readmission rates beginning October 1,2012, 2% beginning in fiscal year 2014, and 3% from fiscal year 2015 onward. These reductions in payments to our operators or tenants may affect theirability to make payments to us. The Health Reform Laws additionally call for the creation of the Independent Payment Advisory Board (the “Board”), which will be responsible forestablishing payment policies, including recommendations in the event that Medicare costs exceed a certain threshold. Proposals for recommendationssubmitted by the Board prior to December 31, 2018 may not include recommendations that would reduce payments for hospitals, skilled nursing facilities,and physicians, among other providers, prior to December 31, 2019. Pursuant to statute, the Board’s first set of recommendations were due on January 15,2014. However, the President has yet to nominate anyone to serve on the Board, and the fiscal year 2014 omnibus appropriations bill rescinds $10 million offunding from the Board. The Health Reform Laws also create other mechanisms that could permit significant changes to payment. For example, the Health Reform Laws establishthe Center for Medicare and Medicaid Innovation to test innovative payment and service delivery models to reduce program expenditures through the use ofdemonstration programs that can waive existing reimbursement methodologies. As another example, on November 2, 2011, CMS published the final ruleimplementing section 3022 of the Health Reform Laws, which contains provisions relating to Medicare payment to providers and suppliers participating inAccountable Care Organizations (“ACOs”) under the Medicare Shared Servings Program. Under the program, Medicare will share a percentage of savingswith ACOs that meet certain quality and saving requirements, thereby allowing providers to receive incentive payments in addition to their traditionalfee−for−service payments. Under the program, more experienced providers may assume the risk of losses in exchange for greater potential rewards: ACOsmay share up to 50% of the savings under the one−sided model and up to 60% of the savings under the two−sided model, depending on their quality andperformance. The amount of shared losses for which an ACO is liable in the two−sided model may not exceed the following percentages of its updatedbenchmark: 5% in the first performance year, 7.5% in the second year, and 10% in the third year. These shared losses could affect the ability of ACOoperators or tenants to meet their financial obligations to us. Additionally, although the Health Reform Laws delayed implementation of the Resource Utilization Group, Version Four (“RUG−IV”), which revises thepayment classification system for skilled nursing facilities, the Medicare and Medicaid Extenders Act of 2010 repealed this delay retroactively to October 1,2010. The implementation of the RUG-IV classification may impact our tenants and operators by revising the classifications of certain patients. The federalreimbursement for certain facilities, such as skilled nursing facilities, incorporates adjustments to account for facility case-mix. The Health Reform Laws alsoextend certain payment rules related to long−term acute care hospitals found in the Medicare, Medicaid, and SCHIP Extension Act of 2007 (“MMSEA”). TheMMSEA delayed the implementation of a policy referred to as the “25% threshold rule” that would limit the proportion of patients who can be admitted from aco-located or host hospital during a cost reporting period and be paid under the long-term care hospital prospective payment system. The Health Reform Lawsfurther extended the delay, which expired at various points in calendar year 2012, depending on the start of the provider’s cost reporting period. The LongTerm Care Hospital Prospective Payment Final Rule for fiscal year 2013 extended the delay for an additional year. However, in the fiscal year 2014 final rulefor the Medicare Inpatient Prospective Payment System, CMS finalized its proposal to let expire the one-year extension of the existing moratorium on the 25%threshold policy. The expiration of the moratorium on the 25% threshold policy impacts cost reporting periods that began on or after October 1, 2013. Finally, many other changes resulting from the Health Reform Laws, or implementing regulations or guidance, may negatively impact our operators andtenants. We will continue to monitor and evaluate the Health Reform Laws and implementing regulations and guidance to determine other potential effects of thereform. Impact of Fraud and Abuse Provisions. The Health Reform Laws revise health care fraud and abuse provisions that will affect our operators and tenants.Specifically, the Health Reform Laws allow for up to treble damages under the Federal False Claims Act for violations related to state−based health insuranceexchanges authorized by the Health Reform Laws, which will be implemented beginning in 2014. The Health Reform Laws also impose new civil monetarypenalties for false statements or actions that lead to delayed inspections, with penalties of up to $15,000 per day for failure to grant timely access and up to$50,000 for a knowing violation. Additionally, the Health Reform Laws require certain entities – including providers, suppliers, Medicaid managed care70 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations organizations, Medicare Advantage organizations, and prescription drug program sponsors – to report and return overpayments to the appropriate payer by thelater of (a) sixty (60) days after the date the overpayment was “identified,” or (b) the date that the “corresponding cost report” is due. The entity also mustnotify the payer in writing of the reason for the overpayment. A violation of these requirements may result in criminal liability, civil liability under the FCA,and/or exclusion from the federal health care programs. On February 14, 2012, CMS published a proposed rule implementing the Health Reform Lawsrequirement that health care providers and suppliers report and return self−identified overpayments by the later of 60 days after the date the overpayment wasidentified, or the date any corresponding cost report is due, if applicable; however, as early January 2014, the rule has yet to be finalized. The Health ReformLaws also amend the Federal Anti−Kickback Statute (“AKS”) to state that any items or services “resulting from” a violation of the AKS constitute a “false orfraudulent claim” under the Federal False Claims Act. The Health Reform Laws also provide for additional funding to investigate and prosecute health carefraud and abuse. Accordingly, the increased penalties under the Health Reform Laws for fraud and abuse violations may have a negative impact on ouroperators and tenants in the event that the government brings an enforcement action or subjects them to penalties. Further, CMS published final rulemaking to implement the enhanced provider and supplier screening provisions called for in the Health Reform Laws.Under the final rule, as of March 25, 2011, all enrolling and participating providers and suppliers are assessed an annual administrative fee and are placed inone of three risk levels (limited, moderate, and high) based on an assessment of the individual’s or entity’s overall risk of fraud, waste and abuse. This rulealso allows for the temporary suspension of Medicare payments to providers or suppliers in the event CMS receives credible information that an overpayment,fraud, or willful misrepresentation has occurred. The Health Reform Laws granted the Secretary of the Department of Health and Human Services significantdiscretionary authority to suspend, exclude, or impose fines on providers and suppliers based on the agency’s determination that such a provider or supplieris “high−risk,” and, as a result, this final rulemaking has the potential to materially adversely affect our operators and tenants who may be evaluated underthe enhanced screening process. On November 2, 2011, CMS and OIG jointly published the final rule establishing waivers of certain fraud and abuse laws to ACOs. These waiversinclude automatic AKS, Stark, and Civil Monetary Penalty Law waivers that may be applied in certain situations and that will apply uniformly to eachACO, ACO participant, and ACO provider/supplier. Notably, the final rule states that CMS and OIG intend to closely monitor ACOs through June 2013 toensure that these waivers are not causing “undesirable effects” and do not need to be narrowed to prevent fraud and abuse. As of early January 2014, theresults of this monitoring effort have not been made publicly available. Additionally, provisions of Title VI of the Health Care Reform Laws are designed to increase transparency and program integrity by skilled nursingfacilities, other nursing facilities and similar providers. Specifically, skilled nursing facilities and other providers and suppliers will be required to institutecompliance and ethics programs. Additionally, the Health Reform Laws make it easier for consumers to file complaints against nursing homes by mandatingthat states establish complaint websites. The provisions calling for enhanced transparency will increase the administrative burden and costs on theseproviders. Impact to the Health Care Plans Offered to Our Employees. The Health Reform Laws affect employers that provide health plans to their employees. Thelaws change the tax treatment of the Medicare Part D retiree drug subsidy and extend dependent coverage for dependents up to age 26, among other changes. Wecontinue to evaluate our health care plans for these changes as new reform laws are enacted. These changes may affect our operators and tenants as well.71 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting PoliciesOur consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Managementconsiders accounting estimates or assumptions critical if:· the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain mattersor 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 theAudit Committee has reviewed the disclosure presented below relating to them. Management believes the current assumptions and other considerations used toestimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since theseestimates 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 fromthe assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have amaterial adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 1 to our consolidated financialstatements for further information on significant accounting policies that impact us. There were no material changes to these policies in 2013.The following table presents information about our critical accounting policies, as well as the material assumptions used to develop each estimate: Nature of CriticalAccounting EstimateAssumptions/ApproachUsedPrinciples of ConsolidationThe consolidated financial statements include our accounts, the accounts ofour wholly-owned subsidiaries and the accounts of joint venture entities inwhich we own a majority voting interest with the ability to control operationsand where no substantive participating rights or substantive kick out rightshave been granted to the noncontrolling interests. In addition, we consolidatethose entities deemed to be variable interest entities (VIEs) in which we aredetermined to be the primary beneficiary. All material intercompanytransactions and balances have been eliminated in consolidation. We make judgments about which entities are VIEs based on an assessmentof whether (i) the equity investors as a group, if any, do not have acontrolling financial interest, or (ii) the equity investment at risk isinsufficient to finance that entity’s activities without additional subordinatedfinancial support. We make judgments with respect to our level of influenceor control of an entity and whether we are (or are not) the primarybeneficiary of a VIE. Consideration of various factors includes, but is notlimited to, our ability to direct the activities that most significantly impactthe entity's economic performance, our form of ownership interest, ourrepresentation on the entity's governing body, the size and seniority of ourinvestment, our ability and the rights of other investors to participate inpolicy making decisions, replace the manager and/or liquidate the entity, ifapplicable. Our ability to correctly assess our influence or control over anentity at inception of our involvement or on a continuous basis whendetermining the primary beneficiary of a VIE affects the presentation ofthese entities in our consolidated financial statements. If we perform aprimary beneficiary analysis at a date other than at inception of the variableinterest entity, our assumptions may be different and may result in theidentification of a different primary beneficiary.Income TaxesAs part of the process of preparing our consolidated financial statements,significant management judgment is required to evaluate our compliancewith REIT requirements. Our determinations are based on interpretation of tax laws, and ourconclusions may have an impact on the income tax expense recognized.Adjustments to income tax expense may be required as a result of: (i) auditsconducted by federal and state tax authorities, (ii) our ability to qualify as aREIT, (iii) the potential for built-in-gain recognized related to prior-tax-freeacquisitions of C corporations, and (iv) changes in tax laws. Adjustmentsrequired in any given period are included in income. 72 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Nature of CriticalAccounting EstimateAssumptions/ApproachUsed Business CombinationsReal property developed by us is recorded at cost, including thecapitalization of construction period interest. The cost of real propertyacquired is allocated to net tangible and identifiable intangible assetsbased on their respective fair values. Tangible assets primarily consistof land, buildings and improvements. The remaining purchase price isallocated among identifiable intangible assets primarily consisting of theabove or below market component of in-place leases and the value of in-place leases. The total amount of other intangible assets acquired isfurther allocated to in-place lease values and customer relationshipvalues based on management’s evaluation of the specific characteristicsof each tenant’s lease and the Company’s overall relationship with thatrespective tenant. We make estimates as part of our allocation of the purchase price ofacquisitions to the various components of the acquisition based upon therelative fair value of each component. The most significant componentsof our allocations are typically the allocation of fair value to thebuildings as-if-vacant, land and in-place leases. In the case of the fairvalue of buildings and the allocation of value to land and otherintangibles, our estimates of the values of these components will affectthe amount of depreciation and amortization we record over the estimateduseful life of the property acquired or the remaining lease term. In thecase of the value of in-place leases, we make our best estimates based onour evaluation of the specific characteristics of each tenant's lease.Factors considered include estimates of carrying costs duringhypothetical expected lease-up periods, market conditions and costs toexecute similar leases. Our assumptions affect the amount of futurerevenue that we will recognize over the remaining lease term for theacquired in-place leases.We compute depreciation and amortization on our properties using thestraight-line method based on their estimated useful lives which rangefrom 15 to 40 years for buildings and five to 15 years forimprovements. Amortization periods for intangibles are based on theestimated remaining useful lives of the underlying agreements. Allowance for Loan LossesWe maintain an allowance for loan losses in accordance with U.S.GAAP. The allowance for loan losses is maintained at a level believedadequate to absorb potential losses in our loans receivable. Thedetermination of the allowance is based on a quarterly evaluation of alloutstanding loans. If this evaluation indicates that there is a greater riskof loan charge-offs, additional allowances or placement on non-accrualstatus may be required. A loan is impaired when, based on currentinformation and events, it is probable that we will be unable to collect allamounts due as scheduled according to the contractual terms of theoriginal loan agreement. Consistent with this definition, all loans on non-accrual are deemed impaired. To the extent circumstances improve andthe risk of collectability is diminished, we will return these loans to fullaccrual status. The determination of the allowance is based on a quarterly evaluation of alloutstanding loans, including general economic conditions and estimatedcollectability of loan payments and principal. We evaluate the collectability ofour loans receivable based on a combination of factors, including, but notlimited to, delinquency status, historical loan charge-offs, financial strength ofthe borrower and guarantors and value of the underlying property. Fair Value of Derivative Instruments The valuation of derivative instruments is accounted for inaccordance with U.S. GAAP, which requires companies to recordderivatives at fair market value on the balance sheet as assets orliabilities. The valuation of derivative instruments requires us to make estimates andjudgments that affect the fair value of the instruments. Fair values of ourforward exchange contracts are estimated using pricing models that considerforward currency spot rates, forward trade rates and discount rates. Fairvalues of our interest rate swaps are estimated by utilizing pricing models thatconsider forward yield curves, discount rates and counterparty credit risk.Such amounts and their recognition are subject to significant estimates whichmay change in the future. 73 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Nature of CriticalAccounting EstimateAssumptions/ApproachUsedRevenue RecognitionRevenue is recorded in accordance with U.S. GAAP, which requires thatrevenue be recognized after four basic criteria are met. These four criteriainclude persuasive evidence of an arrangement, the rendering of service,fixed and determinable income and reasonably assured collectability. If thecollectability of revenue is determined incorrectly, the amount and timing ofour reported revenue could be significantly affected. Interest income on loansis recognized as earned based upon the principal amount outstanding subjectto an evaluation of collectability risk. Substantially all of our operatingleases contain fixed and/or contingent escalating rent structures. Leases withfixed annual rental escalators are generally recognized on a straight-line basisover the initial lease period, subject to a collectability assessment. Rentalincome related to leases with contingent rental escalators is generally recordedbased on the contractual cash rental payments due for the period. Werecognize resident fees and services, other than move-in fees, monthly asservices are provided. Lease agreements with residents generally have a termof one year and are cancelable by the resident with 30 days’ notice. We evaluate the collectability of our revenues and related receivables on anon-going basis. We evaluate collectability based on assumptions and otherconsiderations including, but not limited to, the certainty of payment,payment history, the financial strength of the investment’s underlyingoperations as measured by cash flows and payment coverages, the valueof the underlying collateral and guaranties and current economicconditions.If our evaluation indicates that collectability is not reasonably assured, wemay place an investment on non-accrual or reserve against all or a portionof current income as an offset to revenue. Impairment of Long-Lived AssetsWe review our long-lived assets for potential impairment in accordance withU.S. GAAP. An impairment charge must be recognized when the carryingvalue of a long-lived asset is not recoverable. The carrying value is notrecoverable if it exceeds the sum of the undiscounted cash flows expected toresult from the use and eventual disposition of the asset. If it is determinedthat a permanent impairment of a long-lived asset has occurred, the carryingvalue of the asset is reduced to its fair value and an impairment charge isrecognized for the difference between the carrying value and the fair value. The net book value of long-lived assets is reviewed quarterly on a propertyby property basis to determine if there are indicators of impairment. Theseindicators may include anticipated operating losses at the property level,the tenant’s inability to make rent payments, a decision to dispose of anasset before the end of its estimated useful life and changes in the marketthat may permanently reduce the value of the property. If indicators ofimpairment exist, then the undiscounted future cash flows from the mostlikely use of the property are compared to the current net book value. Thisanalysis requires us to determine if indicators of impairment exist and toestimate the most likely stream of cash flows to be generated from theproperty during the period the property is expected to be held. Impact of Inflation During the past three years, inflation has not significantly affected our earnings because of the moderate inflation rate. Additionally, our earnings areprimarily long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes,secured debt and borrowings under our primary unsecured line of credit arrangement. During inflationary periods, which generally are accompanied by risinginterest 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 theavailability of equity and debt financing for us. 74 Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. Weseek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate theeffects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may ormay not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variablerate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the futurevolatility of interest rates. This section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates and foreigncurrency exchange rates. We historically borrow on our primary unsecured line of credit arrangement to acquire, construct or make loans relating to health care and seniors housingproperties. Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our unsecured line of creditarrangements. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms ofrefinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractualagreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money becauseof these limitations, our ability to acquire additional properties may be limited. A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value ofour fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings,depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact ofchanges in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments whereby we modeled the change in net presentvalues arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysisperformed as of the dates indicated (in thousands): December 31, 2013 December 31, 2012 Principal Change in Principal Change in balance fair value balance fair valueSenior unsecured notes $ 7,421,707 $ (408,790) $ 6,145,457 $ (451,478) Secured debt 2,787,236 (102,211) 2,024,454 (96,290) Totals $ 10,208,943 $ (511,001) $ 8,169,911 $ (547,768) Our variable rate debt, including our unsecured line of credit arrangements, is reflected at fair value. At December 31, 2013, we had $1,089,362,000outstanding related to our variable rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annualinterest expense of $10,893,620. At December 31, 2012, we had $527,060,000 outstanding related to our variable rate debt. Assuming no changes inoutstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $5,271,000. We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in thevalue of the Canadian Dollar or Pounds Sterling relative to the U.S. Dollar impacts the amount of net income we earn from our investments in Canada and theUnited Kingdom. Based solely on our results for the twelve months ended December 31, 2013, if these exchange rates were to increase or decrease by 100 basispoints, our net income from these investments would decrease or increase, as applicable, by less than $500,000 for the twelve-month period. We seek tomitigate these underlying foreign currency exposures with non-U.S. denominated borrowings and gains and losses on derivative contracts hedging theseexposures. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and health care propertiesoutside the United States, we may also decide to transact additional business or borrow funds in currencies other than the U.S. Dollar, Canadian Dollars orPounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby wemodeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change infair value. The following table summarizes the results of the analysis performed (dollars in thousands):75 December 31, 2013 December 31, 2012 Carrying Change in Carrying Change in Value fair value Value fair valueForeign currency exchange contracts(1) $ 4,066 $ (2,964) $ 296 $ (89) Debt designated as hedges 1,146,596 8,002 251,054 2,500 Totals $ 1,150,662 $ 5,038 $ 251,350 $ 2,411 (1) Amounts exclude cross currency hedge activity. For additional information regarding derivatives and fair values of financial instruments, see “Item 7 — Management’s Discussion and Analysis ofFinancial Condition and Results of Operations — Critical Accounting Policies” and Notes 11 and 16 to our consolidated financial statements.76 Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Health Care REIT, Inc. We have audited the accompanying consolidated balance sheets of Health Care REIT, Inc. as of December 31, 2013 and 2012, and the related consolidatedstatements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included thefinancial statement schedules listed in Item 15(a)(2) of this Form 10-K. These financial statements and schedules are the responsibility of the Company’smanagement. 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 requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit alsoincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour 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, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when consideredin relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Health Care REIT, Inc.’sinternal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2014 expressed an unqualifiedopinion thereon. /s/ Ernst & Young LLP Toledo, OhioFebruary 21, 2014 77 CONSOLIDATED BALANCE SHEETSHEALTH CARE REIT, INC. AND SUBSIDIARIES December 31, December 31, 2013 2012Assets (In thousands)Real estate investments: Real property owned: Land and land improvements $ 1,878,877 $ 1,365,391 Buildings and improvements 20,625,515 15,635,127 Acquired lease intangibles 1,070,754 673,684 Real property held for sale, net of accumulated depreciation 18,502 245,213 Construction in progress 141,085 162,984 Gross real property owned 23,734,733 18,082,399 Less accumulated depreciation and amortization (2,386,658) (1,555,055) Net real property owned 21,348,075 16,527,344 Real estate loans receivable 332,146 895,665 Net real estate investments 21,680,221 17,423,009 Other assets: Investments in unconsolidated entities 479,629 438,936 Goodwill 68,321 68,321 Deferred loan expenses 70,875 66,327 Cash and cash equivalents 158,780 1,033,764 Restricted cash 72,821 107,657 Receivables and other assets 553,310 411,095 Total other assets 1,403,736 2,126,100 Total assets $ 23,083,957 $ 19,549,109 Liabilities and equity Liabilities: Borrowings under unsecured line of credit arrangements $ 130,000 $ 0 Senior unsecured notes 7,379,308 6,114,151 Secured debt 3,058,248 2,336,196 Capital lease obligations 84,458 81,552 Accrued expenses and other liabilities 640,573 462,099 Total liabilities 11,292,587 8,993,998 Redeemable noncontrolling interests 35,039 34,592 Equity: Preferred stock 1,017,361 1,022,917 Common stock 289,461 260,396 Capital in excess of par value 12,418,520 10,543,690 Treasury stock (21,263) (17,875) Cumulative net income 2,329,869 2,184,819 Cumulative dividends (4,600,854) (3,694,579) Accumulated other comprehensive income (loss) (24,531) (11,028) Other equity 6,020 6,461 Total Health Care REIT, Inc. stockholders’ equity 11,414,583 10,294,801 Noncontrolling interests 341,748 225,718 Total equity 11,756,331 10,520,519 Total liabilities and equity $ 23,083,957 $ 19,549,109 See accompanying notes 78 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEHEALTH CARE REIT, INC. AND SUBSIDIARIES Year Ended December 31, 2013 2012 2011 Revenues: Rental income $ 1,227,589 $ 1,063,214 $ 804,732 Resident fees and services 1,616,290 697,494 456,085 Interest income 32,663 39,065 41,070 Other income 4,066 5,271 11,295 Total revenues 2,880,608 1,805,044 1,313,182 Expenses: Interest expense 458,360 361,565 290,981 Property operating expenses 1,206,813 567,989 375,064 Depreciation and amortization 865,800 506,220 386,478 General and administrative 108,318 97,341 77,201 Transaction costs 133,401 61,609 70,224 Loss (gain) on derivatives, net 4,470 (1,825) - Loss (gain) on extinguishment of debt, net (909) (775) (979) Provision for loan losses 2,110 27,008 2,010 Total expenses 2,778,363 1,619,132 1,200,979 Income from continuing operations before income taxes and income from unconsolidated entities 102,245 185,912 112,203 Income tax (expense) benefit (7,491) (7,612) (1,388) Income (loss) from unconsolidated entities (8,187) 2,482 5,772 Income from continuing operations 86,567 180,782 116,587 Discontinued operations: Gain (loss) on sales of properties, net 49,138 100,549 61,160 Impairment of assets - (29,287) (12,194) Income (loss) from discontinued operations, net 2,575 42,796 47,163 Discontinued operations, net 51,713 114,058 96,129 Net income 138,280 294,840 212,716 Less: Preferred stock dividends 66,336 69,129 60,502 Less: Preferred stock redemption charge - 6,242 - Less: Net income (loss) attributable to noncontrolling interests(1) (6,770) (2,415) (4,894) Net income attributable to common stockholders $ 78,714 $ 221,884 $ 157,108 Average number of common shares outstanding: Basic 276,929 224,343 173,741 Diluted 278,761 225,953 174,401 Earnings per share: Basic: Income from continuing operations attributable to common stockholders $ 0.10 $ 0.48 $ 0.35 Discontinued operations, net 0.19 0.51 0.55 Net income attributable to common stockholders* $ 0.28 $ 0.99 $ 0.90 Diluted: Income from continuing operations attributable to common stockholders $ 0.10 $ 0.48 $ 0.35 Discontinued operations, net 0.19 0.50 0.55 Net income attributable to common stockholders* $ 0.28 $ 0.98 $ 0.90 * Amounts may not sum due to rounding(1) Includes amounts attributable to redeemable noncontrolling interestsSee accompanying notes 79 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)HEALTH CARE REIT, INC. AND SUBSIDIARIES Year Ended December 31, 2013 2012 2011 Net income $ 138,280 $ 294,840 $ 212,716 Other comprehensive income (loss): Unrecognized gain/(loss) on equity investments (173) 403 (122) Change in net unrealized gains (losses) on cash flow hedges: Unrealized gain/(loss) 1,898 3,200 3,189 Reclassification adjustment realized in net income 0 (1,596) (1,781) Unrecognized actuarial gain/(loss) 1,522 (226) (2,115) Foreign currency translation gain/(loss) (23,247) (881) 0 Total other comprehensive income (loss) (20,000) 900 (829) Total comprehensive income 118,280 295,740 211,887 Total comprehensive income attributable to noncontrolling interests(1) (13,267) (2,415) (4,894) Total comprehensive income attributable to stockholders $ 105,013 $ 293,325 $ 206,993 (1) Includes amounts attributable to redeemable noncontrolling interests. See accompanying notes 80 CONSOLIDATED STATEMENTS OF EQUITYHEALTH CARE REIT, INC. AND SUBSIDIARIES (in thousands) Accumulated Capital in Other PreferredCommonExcess ofTreasuryCumulativeCumulativeComprehensiveOtherNoncontrolling StockStockPar ValueStockNet IncomeDividendsIncomeEquityInterestsTotalBalances at December 31, 2010$ 291,667 147,155 4,932,468 (11,352) 1,676,196 (2,427,881) (11,099) 5,697 130,249 $ 4,733,100 Comprehensive income: Net income 217,610 (3,591) 214,019 Other comprehensive income: (829) (829) Total comprehensive income 213,190 Net change in noncontrolling interests 6,468 27,225 33,693 Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 2,895 138,989 (2,183) (1,494) 138,207 Net proceeds from sale of common stock 42,249 1,964,102 2,006,351 Proceeds from issuance of preferred shares 718,750 (22,313) 696,437 Option compensation expense 1,917 1,917 Cash dividends paid: Common stock cash dividends (483,746) (483,746) Preferred stock cash dividends (60,502) (60,502) Balances at December 31, 2011 1,010,417 192,299 7,019,714 (13,535) 1,893,806 (2,972,129) (11,928) 6,120 153,883 7,278,647 Comprehensive income: Net income 297,255 (1,480) 295,775 Other comprehensive income: 900 900 Total comprehensive income 296,675 Net change in noncontrolling interests (7,136) 73,315 66,179 Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 2,658 149,955 (4,340) (2,534) 145,739 Net proceeds from sale of common stock 64,400 3,382,532 3,446,932 Equity component of convertible debt 1,039 2,236 3,275 Proceeds from issuance of preferred shares 287,500 (9,813) 277,687 Redemption of preferred stock (275,000) 6,202 (6,242) (275,040) Option compensation expense 2,875 2,875 Cash dividends paid: Common stock cash dividends (653,321) (653,321) Preferred stock cash dividends (69,129) (69,129) Balances at December 31, 2012 1,022,917 260,396 10,543,690 (17,875) 2,184,819 (3,694,579) (11,028) 6,461 225,718 10,520,519 Comprehensive income: Net income 145,050 (5,487) 139,563 Other comprehensive income: (13,503) (6,497) (20,000) Total comprehensive income 119,563 Net change in noncontrolling interests 1,109 23,815 128,014 152,938 Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 3,852 239,837 (3,388) (1,555) 238,746 Net proceeds from sale of common stock 23,000 1,607,281 1,630,281 Equity component of convertible debt 988 (1,543) (555) Conversion of preferred stock (5,556) 116 5,440 0 Option compensation expense 1,114 1,114 Cash dividends paid: Common stock cash dividends (839,939) (839,939) Preferred stock cash dividends (66,336) (66,336) Balances at December 31, 2013$ 1,017,361 $ 289,461 $ 12,418,520 $ (21,263) $ 2,329,869 $ (4,600,854) $ (24,531) $ 6,020 $ 341,748 $ 11,756,331 See accompanying notes 81 CONSOLIDATED STATEMENTS OF CASH FLOWSHEALTH CARE REIT, INC. AND SUBSIDIARIES Year Ended December 31,(In thousands) 2013 2012 2011Operating activities Net income $ 138,280 $ 294,840 $ 212,716 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 873,960 533,585 423,605 Other amortization expenses 8,097 15,185 16,851 Provision for loan losses 2,110 27,008 2,010 Impairment of assets 0 29,287 12,194 Stock-based compensation expense 20,177 18,521 10,786 Loss (gain) on derivatives, net 4,470 (1,825) 0 Loss (gain) on extinguishment of debt, net (909) (775) (979) Loss (income) from unconsolidated entities 8,187 (2,482) (5,772) Rental income in excess of cash received (46,068) (32,362) (31,578) Amortization related to above (below) market leases, net 460 165 (2,507) Loss (gain) on sales of properties, net (49,138) (100,549) (61,160) Distributions by unconsolidated entities 8,885 17,607 6,149 Increase (decrease) in accrued expenses and other liabilities 67,557 38,213 10,653 Decrease (increase) in receivables and other assets (47,571) (18,285) (4,744) Net cash provided from (used in) operating activities 988,497 818,133 588,224 Investing activities Cash disbursed for acquisitions (3,597,955) (2,923,251) (4,514,271) Cash disbursed for capital improvements to existing properties (135,832) (135,450) (89,247) Cash disbursed for construction in progress (247,560) (286,410) (301,604) Capitalized interest (6,700) (9,777) (13,164) Investment in real estate loans receivable (117,059) (665,094) (51,477) Other investments, net of payments (15,634) 25,425 (22,986) Principal collected on real estate loans receivable 102,886 35,020 188,811 Contributions to unconsolidated entities (99,769) (227,735) (2,784) Distributions by unconsolidated entities 30,853 13,136 9,135 Proceeds from (payments on) derivatives (6,803) 6,652 0 Decrease (increase) in restricted cash 79,957 (35,766) 30,248 Proceeds from sales of real property 482,023 610,271 247,210 Net cash provided from (used in) investing activities (3,531,593) (3,592,979) (4,520,129) Financing activities Net increase (decrease) under unsecured lines of credit arrangements 130,000 (610,000) 310,000 Proceeds from issuance of senior unsecured notes 1,756,192 2,025,708 1,381,086 Payments to extinguish senior unsecured notes (517,625) (370,524) (3) Net proceeds from the issuance of secured debt 89,208 157,418 119,030 Payments on secured debt (674,103) (406,210) (83,998) Net proceeds from the issuance of common stock 1,854,637 3,581,292 2,137,594 Net proceeds from the issuance of preferred stock 0 277,687 696,437 Redemption of preferred stock 0 (275,000) 0 Decrease (increase) in deferred loan expenses (13,503) (7,152) (28,867) Contributions by noncontrolling interests(1) 5,072 24,115 8,604 Distributions to noncontrolling interests(1) (35,592) (29,353) (30,705) Acquisitions of non-controlling interests (23,247) 0 0 Cash distributions to stockholders (906,275) (722,450) (544,248) Other financing activities 2,906 (403) (1,113) Net cash provided from (used in) financing activities 1,667,670 3,645,128 3,963,817 Effect of foreign currency translation on cash and cash equivalents 442 0 0 Increase (decrease) in cash and cash equivalents (874,984) 870,282 31,912 Cash and cash equivalents at beginning of period 1,033,764 163,482 131,570 Cash and cash equivalents at end of period $ 158,780 $ 1,033,764 $ 163,482 Supplemental cash flow information: Interest paid $ 447,108 $ 369,511 $ 285,884 Income taxes paid 12,110 3,071 389 (1) Includes amounts attributable to redeemable noncontrolling interests.See accompanying notes. 82 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Business Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio, is an equity real estate investment trust (“REIT”) that invests in seniorshousing and health care real estate. Our full service platform offers property management and development services to our customers. As of December 31,2013, our diversified portfolio consisted of 1,199 properties in 46 states, the United Kingdom, and Canada. Founded in 1970, we were the first real estateinvestment trust to invest exclusively in health care facilities. 2. Accounting Policies and Related MattersPrinciples of Consolidation The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through votingrights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interestentities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either(i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’sactivities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations (“ASC 810”), requires enterprises to perform a qualitative approach to determining whether ornot a VIE will need to be consolidated on a continuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIEthat most significantly impact that entity’s economic performance. For investments in joint ventures, we evaluate the type of rights held by the limited partner(s), which may preclude consolidation in circumstances inwhich the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners’ rights and their impact on thepresumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should bereassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases itsownership in the limited partnership, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluatethe rights of managing members of limited liability companies.Use of Estimates The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimatesand assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.Revenue Recognition Revenue is recorded in accordance with U.S. GAAP, which requires that revenue be recognized after four basic criteria are met. These four criteria includepersuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Interest income on loansis recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risk. Substantially all of our operating leasescontain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subjectto a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rentalpayments due for the period. Leases in our medical office building portfolio typically include some form of operating expense reimbursement by the tenant. Certain payments made to operators are treated as lease incentives and amortized as a reduction of revenue over the lease term. We recognize resident fees andservices, other than move-in fees, monthly as services are provided. Lease agreements with residents generally have a term of one year and are cancelable bythe resident with 30 days’ notice.Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.Restricted Cash Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvementsand amounts held in escrow relating to acquisitions we are entitled to receive over a period of time as outlined in the escrow agreement.Deferred Loan Expenses83 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. We amortize thesecosts over the term of the debt using the straight-line method, which approximates the effective interest method.Investments in Unconsolidated Entities Investments in less than majority owned entities are reported under the equity method of accounting when our interests represent either (1) generalpartnership interests subject to substantive participating or kick-out rights that have been granted to the limited partners, or (2) limited partnership interestswith no control over major operating and financial policies of the entities. Under the equity method of accounting, our share of the investee’s earnings or lossesis included in our consolidated results of operations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis differenceis generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. Theinitial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of theassets prior to the sale of interests in the entity. Other equity investments include an investment in available-for-sale securities. These equity investmentsrepresented a minimal ownership interest in these companies. We evaluate our equity method investments for impairment based upon a comparison of theestimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment belowits carrying value is other-than-temporary, an impairment is recorded.Redeemable Noncontrolling Interests Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i)the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income orloss and dividends or (ii) the redemption value. In accordance with ASC 810, the redeemable noncontrolling interests were classified outside of permanentequity, as a mezzanine item, in the balance sheet.Real Property Owned Real property developed by us is recorded at cost, including the capitalization of construction period interest. Expenditures for repairs and maintenance areexpensed as incurred. Property acquisitions are accounted for as business combinations where we measure the assets acquired, liabilities (including assumeddebt and contingencies) and any noncontrolling interests at their fair values on the acquisition date. The cost of real property acquired, which representssubstantially all of the purchase price, is allocated to net tangible and identifiable intangible assets based on their respective fair values. These properties aredepreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years for improvements.Tangible assets primarily consist of land, buildings and improvements, including those related to capital leases. We consider costs incurred in conjunctionwith re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, suchcosts are reflected as investment activities in our statement of cash flows. The remaining purchase price is allocated among identifiable intangible assets primarily consisting of the above or below market component of in-placeleases and the value associated with the presence of in-place tenants or residents. The value allocable to the above or below market component of the acquiredin-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the differencebetween (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paidusing fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease intangibles and belowmarket leases are included in other liabilities in the balance sheet and are amortized to rental income over the remaining terms of the respective leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants basedon management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristicsconsidered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects fordeveloping new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The total amount of otherintangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associated with lost revenuerelated to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period, and (ii) value associated with lost rental revenue fromexisting leases during an assumed re-leasing period. This intangible asset will be amortized over the assumed re-leasing period. 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 assetsmay be impaired or that the depreciable life may need to be changed. We consider external factors relating to each asset and the existence of a master lease whichmay link the cash flows of an individual asset to a larger portfolio of assets leased to the same tenant. If these factors and the projected undiscounted cashflows of the asset over the remaining84 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS depreciation period indicate that the asset will not be recoverable, the carrying value is reduced to the estimated fair market value. In addition, we are exposedto the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estateindustry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.Capitalization of Construction Period Interest We capitalize interest costs associated with funds used for the construction of properties owned directly by us. The amount capitalized is based upon thebalance outstanding during the construction period using the rate of interest which approximates our cost of financing. We capitalize interest costs related toconstruction of real property owned by us. Our interest expense reflected in the consolidated statements of comprehensive income has been reduced by theamounts capitalized.Gain on Sale of Assets We recognize sales of assets only upon the closing of the transaction with the purchaser. Payments received from purchasers prior to closing are recorded asdeposits and classified as other assets on our consolidated balance sheets. Gains on assets sold are recognized using the full accrual method upon closing when(i) the collectability of the sales price is reasonably assured, (ii) we are not obligated to perform significant activities after the sale to earn the profit, (iii) wehave received adequate initial investment from the purchaser and (iv) other profit recognition criteria have been satisfied. Gains may be deferred in whole or inpart until the sales satisfy the requirements of gain recognition on sales of real estate.Real Estate Loans Receivable Real estate loans receivable consist of mortgage loans and other real estate loans. Interest income on loans is recognized as earned based upon the principalamount outstanding subject to an evaluation of collectability risks. The loans are primarily collateralized by a first, second or third mortgage lien, a leaseholdmortgage on, or an assignment of the partnership interest in, the related properties, corporate guaranties and/or personal guaranties.Allowance for Losses on Loans Receivable The allowance for losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determinationof the allowance is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. Weevaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, delinquency status, historical loan charge-offs, financial strength of the borrower and guarantors and value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it isprobable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the original loan agreement. Consistent with thisdefinition, all loans on non-accrual are deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return theseloans to full accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.Goodwill We account for goodwill in accordance with U.S. GAAP. Goodwill is tested annually for impairment and is tested for impairment more frequently if eventsand circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill,exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. We have not had any goodwillimpairments. Fair Value of Derivative Instruments Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates andjudgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curvesand discount rates. The fair value of our forward exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward traderates and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. See Note 11 foradditional information.Federal Income Tax We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), commencing withour first taxable year, and made no provision for federal income tax purposes prior to our acquisition of our “taxable REIT subsidiaries.” As a result of theseas well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as taxable REITsubsidiaries under provisions similar to those applicable to regular corporations and not under the REIT provisions.85 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future taxconsequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilitiesbased on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which thedifferences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a changein our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflectthe impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion ofthe deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes achange in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 18 foradditional information.Foreign Currency Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreignsubsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effectat the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’equity, on our consolidated balance sheets. We record transaction gains and losses in our consolidated statements of comprehensive income.Earnings Per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding forthe period adjusted for non-vested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except thatthe number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive commonshares had been issued.New Accounting Standards In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, “Comprehensive Income (Topic 220):Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires companies to provide information about the amountsthat are reclassified out of accumulated other comprehensive income by component and by the respective line items of net income. The amendment toauthoritative guidance associated with comprehensive income was effective for us on January 1, 2013. The adoption of this guidance did not have a materialimpact on our consolidated financial statements.Reclassifications Certain amounts in prior years have been reclassified to conform to current year presentation. 86 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Real Property Acquisitions and Development The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets, liabilities and noncontrolling interestsbased upon their respective fair values in accordance with our accounting policies. The results of operations for these acquisitions have been included in ourconsolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costsincurred with property acquisitions, including due diligence costs, fees for legal and valuation services and termination of pre-existing relationships computedbased on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. During the year ended December 31, 2013, wefinalized our purchase price allocation of certain previously reported acquisitions and there were no material changes from those previously disclosed. Seniors Housing Triple-net Activity The following provides our purchase price allocations and other seniors housing triple-net real property investment activity for the periods presented (inthousands): Year Ended December 31, 2013(1) 2012 2011Land and land improvements $ 54,596 $ 87,242 $ 212,156 Buildings and improvements 265,390 984,077 3,108,508 Restricted cash 189 0 0 Receivables and other assets 1,020 119 9,101 Total assets acquired(2) 321,195 1,071,438 3,329,765 Secured debt (9,810) (89,881) (93,431) Accrued expenses and other liabilities (540) (3,542) (91,290) Total liabilities assumed (10,350) (93,423) (184,721) Capital in excess of par 0 921 0 Noncontrolling interests 0 (17,215) 0 Non-cash acquisition related activity (151) (616) (2,532) Cash disbursed for acquisitions 310,694 961,105 3,142,512 Construction in progress additions 141,129 179,684 182,626 Less: Capitalized interest (4,698) (6,041) (5,752) Cash disbursed for construction in progress 136,431 173,643 176,874 Capital improvements to existing properties 34,926 67,026 49,336 Total cash invested in real property, net of cash acquired $ 482,051 $ 1,201,774 $ 3,368,722 (1)Includes acquisitions with an aggregate purchase price of $212,043,000 for which the allocation of the purchase price consideration is preliminary and subject to change.(2)Excludes $2,031,000 of cash acquired during the year ended December 31, 2012. Seniors Housing Operating Activity Acquisitions of seniors housing operating properties are structured under RIDEA, which is described in Note 18. This structure results in the inclusion ofall resident revenues and related property operating expenses from the operation of these qualified health care properties in our consolidated statements ofcomprehensive income. Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. See Note 2 for informationregarding our foreign currency policies. The following is a summary of our seniors housing operating real property investment activity for the periods presented (in thousands):87 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013(1) 2012 2011Land and land improvements $ 445,152 $ 146,332 $ 112,350 Buildings and improvements 4,275,046 1,341,560 1,512,764 Acquired lease intangibles 396,444 118,077 122,371 Restricted cash 44,427 1,296 20,699 Receivables and other assets 79,564 10,125 901 Total assets acquired(2) 5,240,633 1,617,390 1,769,085 Secured debt (1,275,245) (124,190) (796,272) Accrued expenses and other liabilities (96,709) (17,347) (44,483) Total liabilities assumed (1,371,954) (141,537) (840,755) Capital in excess of par - 0 (6,017) Noncontrolling interests (232,575) (56,884) (69,984) Non-cash acquisition related activity(3) (555,563) - - Cash disbursed for acquisitions 3,080,541 1,418,969 852,329 Construction in progress additions 3,894 - - Less: Capitalized interest (57) - - Cash disbursed for construction in progress 3,837 - - Capital improvements to existing properties 72,258 21,751 15,880 Total cash invested in real property, net of cash acquired $ 3,156,636 $ 1,440,720 $ 868,209 (1)Includes an aggregate purchase price of $1,318,168,000 relating to the Revera Partnership for which the allocation of the purchase price consideration is preliminary and subject tochange. (2)Excludes $92,148,000, $20,691,000 and $38,952,000 of cash acquired during the years ended December 31, 2013, 2012 and 2011, respectively.(3)Represents Sunrise loan and noncontrolling interest acquisitions during the first quarter of 2013. Revera Acquisition On May 28, 2013, we completed the formation of our partnership (the “Revera Partnership”) with Revera Inc. to own and operate a portfolio of 47 seniorshousing properties in Canada. We own a 75% partnership interest and Revera Inc. owns the remaining 25% interest and manages the facilities. The results ofoperations for the Revera Partnership have been included in our consolidated results of operations beginning on May 28, 2013 and are a component of ourseniors housing operating segment. Consolidation is based on a combination of ownership interest and control of operational decision-making authority. Thetotal purchase price of $1,318,168,000 for the 47 properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities basedupon their respective fair values in accordance with the Company’s accounting policies. Such allocations have not been finalized as we are reviewing finalasset valuations with our partner, and, as such, the allocation of the purchase consideration included in the accompanying Consolidated Balance Sheet as ofDecember 31, 2013 is preliminary and subject to adjustment. Sunrise Merger In August 2012, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sunrise Senior Living, Inc. (“Sunrise”), pursuant towhich we agreed to acquire Sunrise in an all-cash merger (the “Merger”) in which Sunrise stockholders would receive $14.50 in cash for each share of Sunrisecommon stock. On January 9, 2013, we completed our acquisition of the Sunrise property portfolio. The Sunrise Merger advances our strategic vision to ownhigher-end, private pay properties located in major metropolitan markets. On July 1, 2013, we acquired the remaining interests in 49 previouslyunconsolidated properties. As of December 31, 2013, 120 properties are wholly owned and five properties are held in unconsolidated entities (see Note 7 foradditional information). The total purchase price of approximately $4,155,052,000, including approximately $2,456,011,000 of cash consideration, hasbeen allocated to the tangible and identifiable intangible assets and liabilities in the table above based on respective fair values in accordance with ouraccounting policies. We recognized $654,717,000, $22,930,000 and $0 of revenues and $216,827,000, $11,698,000 and $0 of net operating income from continuingoperations related to the consolidated Sunrise portfolio during the twelve month periods ended December 31, 2013, 2012 and 2011, respectively. In addition,we incurred $77,187,000 of transaction costs, which include advisory fees, due diligence88 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS costs, severances, and fees for legal and valuation services during the twelve month period ended December 31, 2013. These amounts are included in theseniors housing operating results reflected in Note 17. The following unaudited pro forma consolidated results of operations have been prepared as if the Sunrise Merger had occurred as of January 1, 2012based on the purchase price allocations discussed above. Amounts are in thousands, except per share data: Year Ended December 31, 2013 2012Revenues $ 3,047,072 $ 2,487,332 Income (loss) from continuing operations attributable to common stockholders $ 17,091 $ (50,424) Income (loss) from continuing operations attributable to common stockholders per share: Basic $ 0.06 $ (0.23) Diluted $ 0.06 $ (0.23) Medical Facilities Activity Accrued contingent consideration related to certain medical facility acquisitions was $26,187,000 and $34,692,000 as of December 31, 2013 and2012, respectively. Of the amount recognized, $12,500,000 is required to be settled in the Company’s common stock upon the achievement of certainperformance thresholds. The following is a summary of our medical facilities real property investment activity for the periods presented (in thousands): Year Ended December 31, 2013(1) 2012 2011Land and land improvements $ 14,515 $ 68,619 $ 48,342 Buildings and improvements 251,291 648,409 520,976 Acquired lease intangibles 9,432 115,233 60,609 Restricted cash 505 975 100 Receivables and other assets 344 4,469 3,053 Total assets acquired(2) 276,087 837,705 633,080 Secured debt (55,884) (267,527) (72,225) Accrued expenses and other liabilities (1,041) (25,928) (34,214) Total liabilities assumed (56,925) (293,455) (106,439) Noncontrolling interests (386) (193) (7,211) Non-cash acquisition related activity(3) (12,056) (880) 0 Cash disbursed for acquisitions 206,720 543,177 519,430 Construction in progress additions 127,989 134,830 165,593 Less: Capitalized interest (1,945) (3,736) (7,412) Accruals (18,752) (18,327) (33,451) Cash disbursed for construction in progress 107,292 112,767 124,730 Capital improvements to existing properties 28,648 46,673 24,031 Total cash invested in real property, net of cash acquired $ 342,660 $ 702,617 $ 668,191 (1)Includes acquisitions with an aggregate purchase price of $222,147,000 for which the allocation of the purchase price consideration is preliminary and subject to change.(2)Excludes $2,154,000 of cash acquired during the year ended December 31, 2011.(3)Represents non-cash consideration exchanged in an asset swap transaction during the year ended December 31, 2013. Construction Activity The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented:89 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013 December 31, 2012 December 31, 2011 Development projects: Seniors housing triple-net $ 133,181 $ 146,913 $ 114,161 Medical facilities 127,363 189,135 355,935 Total development projects 260,544 336,048 470,096 Expansion projects 26,395 4,983 45,414 Total construction in progress conversions $ 286,939 $ 341,031 $ 515,510 At December 31, 2013, future minimum lease payments receivable under operating leases (excluding properties in our seniors housing operatingpartnerships and excluding any operating expense reimbursements) are as follows (in thousands): 2014 $ 293,766 2015 286,361 2016 273,716 2017 256,029 2018 235,245 Thereafter 1,330,688 Totals $ 2,675,805 4. Real Estate Intangibles The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands): December 31, 2013 December 31, 2012Assets: In place lease intangibles $ 937,357 $ 541,729 Above market tenant leases 55,939 56,086 Below market ground leases 59,165 61,450 Lease commissions 18,293 14,419 Gross historical cost 1,070,754 673,684 Accumulated amortization (571,008) (257,242) Net book value $ 499,746 $ 416,442 Weighted-average amortization period in years 16.7 16.4 Liabilities: Below market tenant leases $ 76,381 $ 77,036 Above market ground leases 9,490 9,490 Gross historical cost 85,871 86,526 Accumulated amortization (34,434) (27,753) Net book value $ 51,437 $ 58,773 Weighted-average amortization period in years 14.3 14.3 The following is a summary of real estate intangible amortization for the periods presented (in thousands):90 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013 2012 2011Rental income related to above/below market tenant leases, net $ 748 $ 1,120 $ 3,340 Property operating expenses related to above/below market ground leases,net (1,208) (1,285) (1,161) Depreciation and amortization related to in place lease intangibles and leasecommissions (246,938) (103,044) (98,856) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities2014 $ 217,179 $ 6,623 2015 60,154 5,646 2016 27,400 5,232 2017 21,393 4,937 2018 18,532 4,610 Thereafter 155,088 24,389 Totals $ 499,746 $ 51,437 5. Dispositions, Assets Held for Sale and Discontinued OperationsImpairment of assets as reflected in our consolidated statements of comprehensive income relate to properties designated as held for sale and represent thecharges necessary to adjust the carrying values to estimated fair values less costs to sell based on current sales price expectations. The following is a summaryof our real property disposition activity for the periods presented (in thousands): Year Ended December 31, 2013 December 31, 2012 December 31, 2011Real property dispositions: Seniors housing triple-net $ 189,572 $ 372,378 $ 150,755 Medical facilities 259,367 149,344 35,295 Total dispositions 448,939 521,722 186,050 Gain (loss) on sales of real property, net 49,138 100,549 61,160 Seller financing on sales of real property (3,850) (12,000) 0 Non-cash disposition activity (12,204) 0 0 Proceeds from real property sales $ 482,023 $ 610,271 $ 247,210 We have reclassified the income and expenses attributable to all properties sold prior to or held for sale at December 31, 2013 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 thereclassification impact as a result of classifying properties as discontinued operations for the periods presented (in thousands): Year Ended December 31, 2013 2012 2011Revenues: Rental income $ 18,377 $ 96,378 $ 124,113 Expenses: Interest expense 4,246 21,735 31,018 Property operating expenses 3,396 4,482 8,806 Provision for depreciation 8,160 27,365 37,126 Income (loss) from discontinued operations, net $ 2,575 $ 42,796 $ 47,163 91 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Real Estate Loans Receivable The following is a summary of our real estate loans receivable (in thousands): December 31, 2013 2012Mortgage loans $ 146,987 $ 87,955 Other real estate loans 185,159 807,710 Totals $ 332,146 $ 895,665 The following is a summary of our real estate loan activity for the periods presented (in thousands): Year Ended December 31, 2013 December 31, 2012 December 31, 2011 Seniors SeniorsSeniors Seniors HousingMedical HousingHousingMedical HousingMedical Triple-netFacilitiesTotals Triple-netOperating(1)FacilitiesTotals Triple-netFacilitiesTotalsAdvances on real estateloans receivable: Investments in newloans $ 41,180 $ 4,095 $ 45,275 $ 2,220 $ 580,834 $ 38,336 $ 621,390 $ 18,541 $ - $ 18,541 Draws on existingloans 67,451 8,183 75,634 41,754 - 1,950 43,704 29,752 3,184 32,936 Sub-total 108,631 12,278 120,909 43,974 580,834 40,286 665,094 48,293 3,184 51,477 Less: Seller financingon property sales (3,850) - (3,850) - - - - - - - Net cash advances onreal estate loans 104,781 12,278 117,059 43,974 580,834 40,286 665,094 48,293 3,184 51,477 Receipts on real estateloans receivable: Loan payoffs 68,950 646 69,596 10,387 - 2,168 12,555 162,705 2,943 165,648 Principal payments onloans 30,821 2,469 33,290 19,786 - 2,679 22,465 17,856 5,307 23,163 Total receipts on realestate loans 99,771 3,115 102,886 30,173 - 4,847 35,020 180,561 8,250 188,811 Net cash advances(receipts) on real estateloans 5,010 9,163 14,173 13,801 580,834 35,439 630,074 (132,268) (5,066) (137,334) Change in balance due toforeign currencytranslation 1,402 - 1,402 - - - - - - - Net change in real estateloans receivable $ 6,412 $ 9,163 $ 15,575 $ 13,801 $ 580,834 $ 35,439 $ 630,074 $ (132,268) $ (5,066) $ (137,334) (1) Represents loan to Sunrise Senior Living, Inc. that was acquired upon merger consummation on January 9, 2013 as discussed in Note 3. The following is a summary of the allowance for losses on loans receivable for the periods presented (in thousands): Year Ended December 31, 2013(1) 2012(2) 2011(3)Balance at beginning of year $ - $ - $ 1,276 Provision for loan losses 2,110 27,008 2,010 Charge-offs (2,110) (27,008) (3,286) Balance at end of year $ - $ - $ - (1) Provision and charge-off amounts relate to one active adult community in our seniors housing triple-net segment.(2) Provision and charge-off amounts relate to one entrance fee community in our seniors housing triple-net segment.(3) Provision and charge-off amounts relate to one hospital in our medical facilities segment. The following is a summary of our loan impairments (in thousands):92 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013 2012 2011Balance of impaired loans at end of year $ 500 $ 4,230 $ 6,244 Allowance for loan losses - - - Balance of impaired loans not reserved $ 500 $ 4,230 $ 6,244 Average impaired loans for the year $ 2,365 $ 5,237 $ 7,968 Interest recognized on impaired loans(1) - 44 - (1) Represents interest recognized prior to placement on non-accrual status. 7. Investments in Unconsolidated Entities During the year ended December 31, 2010, we entered into a joint venture investment with Forest City Enterprises (NYSE:FCE.A and FCE.B). Weacquired a 49% interest in a seven-building life science campus located at University Park in Cambridge, Massachusetts, which is immediately adjacent tothe campus of the Massachusetts Institute of Technology. During the year ended December 31, 2012, we entered into a joint venture with Chartwell Retirement Residences (TSX:CSH.UN). The portfolio contains 42properties in Canada, 39 of which are owned 50% by us and Chartwell, and three of which we wholly own. All properties are managed by Chartwell. The 39properties are accounted for under the equity method of accounting and do not qualify as VIEs (variable interest entities). The joint venture is structured underRIDEA. See Note 18 for additional information. The aggregate remaining unamortized basis difference of our investment in this joint venture of $9,063,000 atDecember 31, 2013 is primarily attributable to transaction costs that will be amortized over the weighted-average useful life of the related properties andincluded in the reported amount of income from unconsolidated entities. In conjunction with the Sunrise Merger, we acquired joint venture interests in 54 properties and a 20% interest in a newly formed Sunrise managementcompany, which manages the entire property portfolio. On July 1, 2013, we acquired the remaining interests in 49 of the properties. Our original investment of$49,759,000 relating to the five remaining unconsolidated properties and the management company is recorded as an investment in unconsolidated entities onthe balance sheet. The results of operations for these properties have been included in our consolidated results of operations from the date of acquisition by the joint venturesand are reflected in our statements of comprehensive income as income or loss from unconsolidated entities. Summarized combined financial information forour investments in unconsolidated entities held as of December 31, 2013 is as follows (dollars in thousands): Year Ended December 31, 2013 2012 Net real estate investments$ 1,589,590 $ 1,675,877 Other assets 564,109 110,629 Total assets 2,153,699 1,786,506 Total liabilities 1,227,053 970,521 Redeemable noncontrolling interests 29,482 21,694 Total equity$ 897,164 $ 794,291 Year Ended December 31, 2013(1) 2012(2) 2011Total revenues $ 1,619,251 $ 324,941 $ 160,860 Net income (loss) (17,439) 10,702 20,124 (1) Beginning January 9, 2013, includes the financial information for the Sunrise management company and the five remaining unconsolidated Sunrise properties discussed above.(2) Beginning May 1, 2012, includes the financial information for the Chartwell unconsolidated entities discussed above. 93 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Credit Concentration The following table summarizes certain information about our credit concentration as of December 31, 2013, excluding our share of investments inunconsolidated entities. See Note 7 for additional information (dollars in thousands): Number of Total Percent ofConcentration by investment:(1) Properties Investment Investment(2) Sunrise Senior Living 120 $ 4,019,340 19% Genesis HealthCare 177 2,652,988 12% Revera 47 1,170,552 5% Benchmark Senior Living 39 940,124 4% Belmont Village 19 850,500 4% Remaining portfolio 740 12,046,717 56% Totals 1,142 $ 21,680,221 100% _____________________(1) Genesis is in our seniors housing triple-net segment. Sunrise, Revera, and Belmont Village are in our seniors housing operating segment. Benchmark is in both our seniors housingtriple-net and seniors housing operating segments.(2) Investments with our top five relationships comprised 37% of total investments at December 31, 2012. 9. Borrowings Under Line of Credit Arrangement and Related Items At December 31, 2013, we had a $2,250,000,000 unsecured line of credit arrangement with a consortium of 30 banks. We have an option to upsize thefacility by up to an additional $1,000,000,000 through an accordion feature, allowing for the aggregate commitment of up to $3,250,000,000. The arrangementalso allows us to borrow up to $500,000,000 in certain alternative currencies. At December 31, 2013, we had $130,000,000 outstanding at 1.34%. Therevolving credit facility is scheduled to expire March 31, 2017, but can be extended for an additional year at our option. Borrowings under the revolver aresubject to interest payable in periods no longer than three months at either the agent bank’s prime rate of interest or the applicable margin over LIBOR interestrate, at our option (1.34% at December 31, 2013). The applicable margin is based on certain of our debt ratings and was 1.175% at December 31, 2013. Inaddition, we pay a facility fee annually to each bank based on the bank’s commitment amount. The facility fee depends on certain of our debt ratings and was0.225% at December 31, 2013. Principal is due upon expiration of the agreement. The following information relates to aggregate borrowings under our unsecured lines of credit arrangements for the periods presented (dollars in thousands): Year Ended December 31, 2013 2012 2011Balance outstanding at year end $ 130,000 $ 0 $ 610,000 Maximum amount outstanding at any month end $ 1,019,050 $ 897,000 $ 710,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 488,842 $ 191,378 $ 240,104 Weighted-average interest rate (actual interest expense divided by average borrowings outstanding) 1.45% 1.80% 1.51% 10. Senior Unsecured Notes and Secured DebtWe may repurchase, redeem or refinance convertible and non-convertible senior unsecured notes from time to time, taking advantage of favorable marketconditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, insome cases, through the early redemption of such securities pursuant to their terms. The non-convertible senior unsecured notes are redeemable at our option,at any time in whole or from time to time in part, at a redemption price equal to the sum of (1) the principal amount of the notes (or portion of such notes) beingredeemed plus accrued and unpaid interest thereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notes in connectionwith early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractualrestrictions and other factors. At December 31, 2013, the annual principal payments due on these debt obligations were as follows (in thousands):94 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Senior Secured Unsecured Notes(1,2) Debt (1,3) Totals2014 $ 0 $ 330,295 $ 330,295 2015(4) 485,029 409,239 894,268 2016(5) 1,200,000 382,917 1,582,917 2017 450,000 324,110 774,110 2018 450,000 429,284 879,284 Thereafter(6) 4,836,678 1,134,866 5,971,544 Totals $ 7,421,707 $ 3,010,711 $ 10,432,418 (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts or other fair value adjustments as reflected on the consolidated balance sheet.(2) Annual interest rates range from 1.5% to 6.5%.(3) Annual interest rates range from 1.0% to 8.0%. Carrying value of the properties securing the debt totaled $6,243,475,000 at December 31, 2013.(4) On July 30, 2012, we completed funding on a $250,000,000 Canadian denominated unsecured term loan (approximately $235,029,000 based on the Canadian/U.S. Dollar exchangerate on December 31, 2013). The loan matures on July 27, 2015 (with an option to extend for an additional year at our discretion) and bears interest at the Canadian Dealer Offered Rateplus 145 basis points (2.7% at December 31, 2013).(5) On January 8, 2013, we completed funding on a $500,000,000 unsecured term loan. The loan matures on March 31, 2016 (with an option to extend for two additional years at ourdiscretion) and bears interest at LIBOR plus 135 basis points (1.5% at December 31, 2013).(6) On November 20, 2013, we completed funding on a £550,000,000 (approximately $911,570,000 based on the Sterling/U.S. Dollar exchange rate on December 31, 2013) of 4.8%senior unsecured notes due 2028. The following is a summary of our senior unsecured note principal activity during the periods presented (dollars in thousands): Year Ended December 31, 2013 December 31, 2012 December 31, 2011 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest Rate Beginning balance $ 5,894,403 4.675% $ 4,464,927 5.133% $ 3,064,930 5.129%Debt issued 1,786,930 3.824% 1,800,000 3.691% 1,400,000 5.143%Debt extinguished (300,000) 6.000% (76,853) 8.000% (3) 4.750%Debt redeemed (219,295) 3.000% (293,671) 4.750% - 0.000%Foreign currency 24,640 4.800% - 0.000% - 0.000%Ending balance $ 7,186,678 4.456% $ 5,894,403 4.675% $ 4,464,927 5.133% During the twelve months ended December 31, 2010, we issued $494,403,000 of 3.00% senior unsecured convertible notes due December 2029, generatingnet proceeds of $486,084,000. The notes are convertible, in certain circumstances, into cash and, if applicable, shares of common stock at an initialconversion rate of 19.5064 shares per $1,000 principal amount of notes, which represents an initial conversion price of $51.27 per share. In general, uponconversion, the holder of each note would receive, in respect of the conversion value of such note, cash up to the principal amount of such note and commonstock for the note’s conversion value in excess of such principal amount. In addition, on each of December 1, 2014, December 1, 2019 and December 1,2024, holders may require us to purchase all or a portion of their notes at a purchase price in cash equal to 100% of the principal amount of the notes to bepurchased, plus any accrued and unpaid interest. The notes are bifurcated into a debt component and an equity component since they may be settled in cashupon conversion. The value of the debt component is based upon the estimated fair value of a similar debt instrument without the conversion feature at the timeof issuance. The difference between the contractual principal on the debt and the value allocated to the debt of $29,925,000 was recorded as an equitycomponent and represents the conversion feature of the instrument. The excess of the contractual principal amount of the debt over its estimated fair value isamortized to interest expense using the effective interest method over the period used to estimate the fair value. During the year ended December 31, 2013, wereceived notice of conversion from holders of $219,295,000 of the senior unsecured convertible notes. These notes were converted into 988,007 shares ofcommon stock and we recognized a loss on extinguishment of $2,423,000, which is reflected on the consolidated statement of comprehensive income. The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): 95 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013 December 31, 2012 December 31, 2011 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $ 2,311,586 5.140% $ 2,108,384 5.285% $ 1,133,715 5.972%Debt issued 89,208 4.982% 157,418 4.212% 116,903 5.697%Debt assumed 1,290,858 4.159% 444,744 5.681% 940,854 4.444%Debt extinguished (614,375) 3.730% (360,403) 4.672% (55,317) 5.949%Principal payments (56,205) 5.248% (38,744) 5.456% (27,771) 5.845%Foreign currency (10,361) 4.013% 187 5.637% - 0.000%Ending balance $ 3,010,711 5.095% $ 2,311,586 5.140% $ 2,108,384 5.285% Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios andminimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31,2013, we were in compliance with all of the covenants under our debt agreements. 11. Derivative Instruments We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We may elect to use financial derivativeinstruments to hedge interest rate exposure. These decisions are principally based on our policy to manage the general trend in interest rates at the applicabledates and our perception of the future volatility of interest rates. In addition, non-U.S. investments expose us to the potential losses associated with adversechanges in foreign currency to U.S. Dollar exchange rates. We have elected to manage these risks through the use of forward exchange contracts and issuingdebt in the foreign currency.Interest Rate Swap Contracts Designated as Cash Flow Hedges For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component ofother comprehensive income (“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognizedin earnings. Approximately $1,890,000 of losses, which are included in accumulated other comprehensive income (“AOCI”), are expected to be reclassifiedinto earnings in the next 12 months.Foreign Currency Hedges For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. dollar of the instrument is recordedas a cumulative translation adjustment component of OCI. The balance of the cumulative translation adjustment will be reclassified to earnings when thehedged investment is sold or substantially liquidated. On February 15, 2012, we entered into a forward exchange contract to purchase $250,000,000 Canadian Dollars at a fixed rate in the future. The forwardcontract was used to limit exposure to fluctuations in the Canadian Dollar to U.S. Dollar exchange rate associated with our initial cash investment funded forthe Chartwell transaction. On May 3, 2012, this forward exchange contract was settled for a gain of $2,772,000, which was reflected on the consolidatedstatement of comprehensive income, and the proceeds were used to fund our investment. On May 3, 2012, we also entered into a forward contract to sell$250,000,000 Canadian Dollars at a fixed rate on July 31, 2012 to hedge our net investment. We settled the forward contract on July 31, 2012 with the net lossreflected in OCI. Upon settlement of the forward contract we entered into a $250,000,000 Canadian Dollar term loan, which has been designated as a netinvestment hedge of our Chartwell investment, and changes in fair value are reported in OCI as no ineffectiveness is anticipated. On August 30, 2012, we entered into two cross currency swaps to purchase £125,000,000. The swaps were used to limit exposure to fluctuations in thePound Sterling to U.S. Dollar exchange rate associated with our initial cash investment funded for the Sunrise transaction. The cross currency swaps havebeen designated as a net investment hedge, and changes in fair value are reported in OCI as no ineffectiveness is anticipated. On September 17, 2012, we entered into two forward exchange contracts to purchase $14,000,000 Canadian Dollars and £23,000,000 at a fixed rate in thefuture. The forward contracts were used to limit exposure to fluctuations in foreign currency96 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS associated with future international transactions. These forward contacts were settled on March 22, 2013 for a realized loss of $2,309,000, which wasreflected on the consolidated statement of comprehensive income. On January 14, 2013 and January 15, 2013, we entered into three forward exchange contracts to sell £675,000,000 at a fixed rate in the future. Theforward exchange contracts were used to hedge a portion of our investment in the United Kingdom at a fixed Pound Sterling rate in U.S. dollars and weresettled on July 12, 2013. We received proceeds of $63,514,000. The forward exchange contracts were designated as net investment hedges and the change infair value is reported in OCI. On April 4, 2013, we entered into three forward exchange contracts to purchase $600,000,000 Canadian Dollars at a fixed rate in the future and threeforward exchange contracts to sell $600,000,000 Canadian Dollars at a fixed rate in the future. The forward contracts were used to limit exposure tofluctuations in the Canadian Dollar to U.S. Dollar exchange rate associated with our initial cash investment funded for an acquisition in Canada. On May 22,2013, the three forward exchange purchase contracts were settled for a realized loss of $10,355,000, which was reflected on the consolidated statement ofcomprehensive income, and the proceeds were used to fund our investment. On May 22, 2013, we designated the three forward exchange sell contracts as netinvestment hedges, and changes in fair value are reported in OCI as no ineffectiveness is anticipated. Prior to designating the three forward exchange sellcontracts as net investments, they were marked to fair value and an unrealized gain of $13,071,000 was reflected on the consolidated statement ofcomprehensive income. In December 2013, the three forward exchange sell contracts were settled with the net gain reflected in OCI, and we entered into threenew forward exchange sell contracts to sell $600,000,000 Canadian Dollars at a fixed rate in the future. These new forward exchange contracts were designatedas net investment hedges, and changes in fair value are reported in OCI as no ineffectiveness is anticipated. On July 1, 2013, we entered into two forward exchange contracts to purchase £144,411,000 at a fixed rate in the future. The forward contracts were used tolimit exposure to fluctuations in the Pound Sterling to U.S. Dollar exchange rate associated with our initial cash investment for an acquisition in the UnitedKingdom. In July 2013, these forward contracts were settled for a realized loss of $4,872,000, which was reflected on the consolidated statement ofcomprehensive income, and the proceeds were used to fund our investment. On July 12, 2013, we entered into three forward exchange contracts to sell £675,000,000 at a fixed rate in the future. The forward exchange contracts wereused to hedge a portion of our investment in the United Kingdom at a fixed Pound Sterling rate in U.S. dollars and mature on December 31, 2013. Theforward exchange contracts were designated as net investment hedges and changes in fair value are reported in OCI as no ineffectiveness was expected. InNovember 2013, we sold £550,000,000 aggregate principal amount of the Company’s 4.800% senior notes due 2028. In conjunction with this transaction, wesettled the three forward exchange sell contracts with the net loss reflected in OCI. Upon settlement of the forward exchange sell contracts, we entered into onenew forward exchange contract to sell £225,000,000 at a fixed rate in the future. The new forward exchange contract and the £550,000,000 senior notes weredesignated as a net investment hedge of our investment in the United Kingdom, and changes in the fair value of the forward exchange sell contracts and seniornotes are reported in OCI as no ineffectiveness is anticipated. The following presents the impact of derivative instruments on the statement of comprehensive income and OCI for the periods presented (in thousands): Year Ended Location December 31, 2013 December 31, 2012 December 31, 2011Gain (loss) on interest rate swap recognized in OCI (effectiveportion) OCI $ (16) $ 3,200 $ 3,189 Gain (loss) on interest rate swaps reclassified from AOCI intoincome (effective portion) Interest expense (1,914) (1,596) 1,781 Gain (loss) on forward exchange contracts recognized inincome Gain (loss) onderivatives, net (4,470) 1,921 0 Gain (loss) on interest rate swaps recognized in income Gain (loss) onderivatives, net 0 (96) 0 Gain (loss) on forward exchange contracts and term loansdesignated as net investment hedge recognized in OCI OCI (28,244) (5,134) 0 97 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Commitments and Contingencies At December 31, 2013, we had five outstanding letter of credit obligations totaling $5,103,000 and expiring between 2013 and 2014. At December 31,2013, we had outstanding construction in process of $141,085,000 for leased properties and were committed to providing additional funds of approximately$243,083,000 to complete construction. At December 31, 2013, we had contingent purchase obligations totaling $65,217,000. These contingent purchaseobligations relate to unfunded capital improvement obligations and contingent obligations on acquisitions. Rents due from the tenant are increased to reflect theadditional investment in the property. We evaluate our leases for operating versus capital lease treatment in accordance with ASC Topic 840 “Leases.” A lease is classified as a capital lease if itprovides for transfer of ownership of the leased asset at the end of the lease term, contains a bargain purchase option, has a lease term greater than 75% of theeconomic life of the leased asset, or if the net present value of the future minimum lease payments are in excess of 90% of the fair value of the leased asset.Certain leases contain bargain purchase options and have been classified as capital leases. At December 31, 2013, we had operating lease obligations of$881,694,000 relating to certain ground leases and Company office space. Regarding the ground leases, we have sublease agreements with certain of ouroperators that require the operators to reimburse us for our monthly operating lease obligations. At December 31, 2013, aggregate future minimum rentals to bereceived under these noncancelable subleases totaled $44,106,000. At December 31, 2013, future minimum lease payments due under operating and capital leases are as follows (in thousands): Operating Leases Capital Leases(1)2014 $ 14,117 $ 5,392 2015 14,057 13,157 2016 14,170 4,732 2017 14,210 4,732 2018 14,300 4,679 Thereafter 810,840 84,426 Totals $ 881,694 $ 117,118 (1) Amounts above represent principal and interest obligations under capital lease arrangements. Related assets with a gross value of $185,244,000 and accumulated depreciation of$13,132,000 are recorded in real property. 13. Stockholders’ Equity The following is a summary of our stockholder’s equity capital accounts as of the dates indicated: December 31, 2013 December 31, 2012Preferred Stock, $1.00 par value: Authorized shares 50,000,000 50,000,000 Issued shares 26,108,236 26,224,854 Outstanding shares 26,108,236 26,224,854 Common Stock, $1.00 par value: Authorized shares 400,000,000 400,000,000 Issued shares 290,024,789 260,780,109 Outstanding shares 289,563,651 260,373,754 Preferred Stock. The following is a summary of our preferred stock activity during the periods presented (dollars in thousands, except per shareamounts):98 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013 December 31, 2012 December 31, 2011 Weighted Avg. Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Shares Dividend Rate Beginning balance 26,224,854 6.493% 25,724,854 7.013% 11,349,854 7.663%Shares issued - 0.000% 11,500,000 6.500% 14,375,000 6.500%Shares redeemed - 0.000% (11,000,000) 7.716% - 0.000%Shares converted (116,618) 6.000% - 0.000% - 0.000%Ending balance 26,108,236 6.496% 26,224,854 6.493% 25,724,854 7.013% During the three months ended December 31, 2010, we issued 349,854 shares of 6.00% Series H Cumulative Convertible and Redeemable Preferred Stockin connection with a business combination. These shares have a liquidation value of $25.00 per share. Dividends are payable quarterly in arrears. Thepreferred stock, which has no stated maturity, may be redeemed by us at a redemption price of $25.00 per share, plus accrued and unpaid dividends on suchshares to the redemption date, on or after December 31, 2015. During the twelve months ended December 31, 2013, 116,618 shares were converted intocommon stock. During the three months ended March 31, 2011, we issued 14,375,000 of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock. These shareshave a liquidation value of $50.00 per share. Dividends are payable quarterly in arrears. The preferred stock is not redeemable by us. The preferred sharesare convertible, at the holder’s option, into 0.8460 shares of common stock (equal to an initial conversion price of approximately $59.10). During the three months ended March 31, 2012, we issued 11,500,000 of 6.50% Series J Cumulative Redeemable Preferred Stock. Dividends are payablequarterly 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 andunpaid dividends on such shares to the redemption date, on or after March 7, 2017. Common Stock. The following is a summary of our common stock issuances during the periods indicated (dollars in thousands, except per shareamounts): Shares Issued Average Price Gross Proceeds Net Proceeds March 2011 public issuance 28,750,000 $ 49.25 $ 1,415,938 $ 1,358,543 November 2011 public issuance 12,650,000 50.00 632,500 606,595 2011 Dividend reinvestment plan issuances 2,534,707 48.44 122,794 121,846 2011 Equity shelf program issuances 848,620 50.53 42,888 41,982 2011 Option exercises 232,081 37.17 8,628 8,628 2011 Totals 45,015,408 $ 2,222,748 $ 2,137,594 February 2012 public issuance 20,700,000 $ 53.50 $ 1,107,450 $ 1,062,256 August 2012 public issuance 13,800,000 58.75 810,750 778,011 September 2012 public issuance 29,900,000 56.00 1,674,400 1,606,665 2012 Dividend reinvestment plan issuances 2,136,140 56.37 120,411 120,411 2012 Option exercises 341,371 40.86 13,949 13,949 2012 Senior note conversions 1,039,721 0 0 2012 Totals 67,917,232 $ 3,726,960 $ 3,581,292 May 2013 public issuance 23,000,000 $ 73.50 $ 1,690,500 $ 1,630,281 2013 Dividend reinvestment plan issuances 3,429,928 62.78 215,346 215,346 2013 Option exercises 213,724 42.16 9,010 9,010 2013 Senior note conversions 988,007 0 0 2013 Preferred stock conversions 116,618 0 0 2013 Equity issued in acquisition of noncontrolling interest 1,108,917 0 0 2013 Totals 28,857,194 $ 1,914,856 $ 1,854,637 During the twelve months ended December 31, 2013, we acquired the remaining 20% noncontrolling interest in an existing99 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS partnership for $91,000,000 which consisted of $23,247,000 of cash and 1,108,917 shares of common stock. In connection with the acquisition, weincurred $2,732,000 of transaction costs, which we have included as a reduction to additional paid in capital. Dividends. The increase in dividends is primarily attributable to increases in our common and preferred shares outstanding as described above. Pleaserefer to Notes 2 and 18 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands,except per share amounts): Year Ended December 31, 2013 December 31, 2012 December 31, 2011 Per Share Amount Per Share Amount Per Share Amount Common Stock $ 3.06000 $ 839,939 $ 2.96000 $ 653,321 $ 2.83500 $ 483,746 Series D Preferred Stock - 0 0.50301 2,012 1.96875 7,875 Series F Preferred Stock - 0 0.48715 3,410 1.90625 13,344 Series H Preferred Stock 2.85840 930 2.85840 1,000 2.85840 1,000 Series I Preferred Stock 3.25000 46,719 3.25000 46,719 1.33159 38,283 Series J Preferred Stock 1.62510 18,687 1.39038 15,988 - 0 Totals $ 906,275 $ 722,450 $ 544,248 Accumulated Other Comprehensive Income. The following is a summary of accumulated other comprehensive income/(loss) for the periods presented (inthousands): Unrecognized gains (losses) related to: Foreign CurrencyTranslation Equity Investments Actuarial losses Cash Flow Hedges TotalBalance at December 31, 2012 $ (881) $ (216) $ (2,974) $ (6,957) $ (11,028) Other comprehensive income beforereclassification adjustments (16,750) (173) 1,522 (16) (15,417) Reclassification amount to net income 0 0 0 1,914(1) 1,914 Net current-period other comprehensiveincome (16,750) (173) 1,522 1,898 (13,503) Balance at December 31, 2013 $ (17,631) $ (389) $ (1,452) $ (5,059) $ (24,531) Balance at December 31, 2011 $ 0 $ (619) $ (2,748) $ (8,561) $ (11,928) Other comprehensive income beforereclassification adjustments (881) 403 (226) 2,808 2,104 Reclassification amount to net income 0 0 0 (1,204)(1) (1,204) Net current-period other comprehensiveincome (881) 403 (226) 1,604 900 Balance at December 31, 2012 $ (881) $ (216) $ (2,974) $ (6,957) $ (11,028) (1) Please see Note 11 for additional information. Other Equity. Other equity consists of accumulated option compensation expense, which represents the amount of amortized compensation costs related tostock options awarded to employees and directors. Expense, which is recognized as the options vest based on the market value at the date of the award, totaled$1,114,000, $2,875,000 and $1,917,000 for the years ended December 31, 2013, 2012 and 2011, respectively. 14. Stock Incentive Plans Our Amended and Restated 2005 Long-Term Incentive Plan authorizes up to 6,200,000 shares of common stock to be issued at the discretion of theCompensation Committee of the Board of Directors. The 2005 Plan replaced the 1995 Stock Incentive Plan and the Stock Plan for Non-Employee Directors.The options granted to officers and key employees under the 1995 Plan vested through 2010 and expire ten years from the date of grant. Our non-employeedirectors, officers and key employees are eligible to participate in the 2005 Plan. The 2005 Plan allows for the issuance of, among other things, stock options,restricted stock, deferred stock units and dividend equivalent rights. Under our long term incentive plan, certain restricted stock awards are performancebased. Compensation expense for these performance grants is measured based on the probability of achievement of certain objective and subjectiveperformance goals and is recognized over both the performance period and vesting period. If the estimated number of performance100 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS based restricted stock to be earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. Vesting periods for options, deferred stock units and restricted shares generally range from three years for non-employee directors to five years for officers andkey employees. Options expire ten years from the date of grant. Valuation Assumptions The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions: Year Ended December 31, 2012 December 31, 2011Dividend yield 5.16% 5.74%Expected volatility 35.15% 34.80%Risk-free interest rate 1.48% 2.87%Expected life (in years) 7.0 7.0 Weighted-average fair value $11.11 $9.60 There were no options granted for the year ended December 31, 2013. The dividend yield represented the dividend yield of our common stock on the datesof grant. Our computation of expected volatility was based on historical volatility. The risk-free interest rates used were the 7-year U.S. Treasury Notes yieldon the date of grant. The expected life was based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedulesand expectations regarding future employee behavior. Option Award Activity The following table summarizes information about stock option activity for the periods presented: Year Ended December 31, 2013 December 31, 2012 December 31, 2011 Number of Weighted Number of Weighted Number of Weighted Shares Average Shares Average Shares AverageStock Options (000's) Exercise Price (000's) Exercise Price (000's) Exercise PriceOptions at beginning of year 1,162 $ 46.40 1,252 $ 42.12 1,207 $ 39.45 Options granted - - 332 57.33 289 49.17 Options exercised (214) 42.16 (341) 40.11 (232) 36.92 Options terminated (14) 48.09 (81) 51.81 (12) 43.09 Options at end of period 934 $ 47.35 1,162 $ 46.40 1,252 $ 42.12 Options exercisable at end of period 421 $ 43.99 313 $ 40.82 427 $ 39.45 Weighted average fair value of options granted during the period $ 11.11 $ 9.60 The following table summarizes information about stock options outstanding at December 31, 2013: Options Outstanding Options Exercisable Number Weighted Weighted Average Number Weighted Weighted Average Outstanding Average Remaining Exercisable Average RemainingRange of Per Share Exercise Prices (thousands) Exercise Price Contract Life (thousands) Exercise Price Contract Life$30-$40 195 $ 36.80 4.3 130 $ 36.70 3.9 $40-$50 461 45.77 5.8 236 44.86 5.1 $50+ 278 57.33 8.0 55 57.33 8.0 Totals 934 $ 47.35 6.1 421 $ 43.99 5.1 Aggregate intrinsic value$ 6,855,000 $ 4,224,000 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the quoted price of our common stockfor the options that were in-the-money at December 31, 2013. During the years ended December 31, 2013, 2012101 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS and 2011, the aggregate intrinsic value of options exercised under our stock incentive plans was $5,160,000, $6,186,000 and $3,390,000, respectively(determined as of the date of option exercise). As of December 31, 2013, there was approximately $2,073,000 of total unrecognized compensation cost related to unvested stock options granted under ourstock incentive plans. That cost is expected to be recognized over a weighted-average period of three years. As of December 31, 2013, there was approximately$24,923,000 of total unrecognized compensation cost related to unvested restricted stock granted under our stock incentive plans. That cost is expected to berecognized over a weighted-average period of three years. The following table summarizes information about non-vested stock incentive awards as of December 31, 2013 and changes for the year ended December31, 2013: Stock Options Restricted Stock Number of Weighted-Average Number of Weighted-Average Shares Grant Date Shares Grant Date (000's) Fair Value (000's) Fair ValueNon-vested at December 31, 2012 849 $ 8.97 601 $ 52.60 Vested (322) 8.50 (164) 47.50 Granted - - 364 61.97 Terminated (14) 9.05 (13) 55.15 Non-vested at December 31, 2013 513 $ 9.26 788 $ 56.92 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 optionvaluation model. We recognize compensation cost for share-based grants on a straight-line basis through the date the awards become fully vested or to theretirement eligible date, if sooner. Compensation cost totaled $20,177,000, $18,521,000 and $10,786,000 for the years ended December 31, 2013, 2012 and2011, respectively. 15. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2013 2012 2011Numerator for basic and diluted earnings per share - net income attributable to common stockholders $ 78,714 $ 221,884 $ 157,108 Denominator for basic earnings per share: weighted-average shares 276,929 224,343 173,741 Effect of dilutive securities: Employee stock options 226 231 176 Non-vested restricted shares 457 312 246 Convertible senior unsecured notes 1,149 1,067 238 Dilutive potential common shares 1,832 1,610 660 Denominator for diluted earnings per share: adjusted-weighted average shares 278,761 225,953 174,401 Basic earnings per share $ 0.28 $ 0.99 $ 0.90 Diluted earnings per share $ 0.28 $ 0.98 $ 0.90 The diluted earnings per share calculations exclude the dilutive effect of 0, 182,000, and 0 stock options for the years ended December 31, 2013, 2012 and2011, respectively, because the exercise prices were more than the average market price. The Series H Cumulative Convertible and Redeemable Preferred Stockand the Series I Cumulative Convertible Perpetual Preferred Stock were excluded from the calculations for 2013, 2012 and 2011 as the effect of theconversions were anti-dilutive. 102 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. Disclosure about Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimatethat value. Mortgage Loans and Other Real Estate Loans Receivable — The fair value of mortgage loans and other real estate loans receivable is generally estimated byusing level two and level three inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made toborrowers with similar credit ratings and for the same remaining maturities. Cash and Cash Equivalents — The carrying amount approximates fair value. Available-for-sale Equity Investments — Available-for-sale equity investments are recorded at their fair value based on level one publicly available tradingprices. Borrowings Under Unsecured Line of Credit Arrangements — The carrying amount of the unsecured line of credit arrangements approximates fair valuebecause the borrowings are interest rate adjustable. Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on level one publicly available trading prices. Secured Debt — The fair value of fixed rate secured debt is estimated using level two inputs by discounting the estimated future cash flows using the currentrates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secureddebt approximates fair value because the borrowings are interest rate adjustable. Interest Rate Swap Agreements — Interest rate swap agreements are recorded in other assets or other liabilities on the balance sheet at fair market value. Fairmarket value is estimated using level two inputs by utilizing pricing models that consider forward yield curves and discount rates. Foreign Currency Forward Contracts — Foreign currency forward contracts are recorded in other assets or other liabilities on the balance sheet at fairmarket value. Fair market value is determined using level two inputs by estimating the future value of the currency pair based on existing exchange rates,comprised of current spot and traded forward points, and calculating a present value of the net amount using a discount factor based on observable tradedinterest rates. The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands): December 31, 2013 December 31, 2012 Carrying Fair Carrying Fair Amount Value Amount ValueFinancial Assets: Mortgage loans receivable $ 146,987 $ 148,088 $ 87,955 $ 88,975 Other real estate loans receivable 185,159 188,920 807,710 820,195 Available-for-sale equity investments 1,211 1,211 1,384 1,384 Cash and cash equivalents 158,780 158,780 1,033,764 1,033,764 Interest rate swap agreements 38 38 0 0 Financial Liabilities: Borrowings under unsecured lines of creditarrangements $ 130,000 $ 130,000 $ 0 $ 0 Senior unsecured notes 7,379,308 7,743,730 6,114,151 6,793,424 Secured debt 3,058,248 3,168,775 2,336,196 2,515,145 Interest rate swap agreements 0 0 264 264 Foreign currency forward contracts 11,637 11,637 7,247 7,247 U.S. GAAP provides authoritative guidance for measuring and disclosing fair value measurements of assets and liabilities. The guidance defines fairvalue as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for theasset or liability in an orderly transaction between market participants on the measurement103 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS date. The guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use ofunobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are notactive; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Please see Note 2 for additional information. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Items Measured at Fair Value on a Recurring Basis The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The marketapproach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Fair Value Measurements as of December 31, 2013 Total Level 1 Level 2 Level 3Available-for-sale equity investments(1) $ 1,211 $ 1,211 $ 0 $ 0 Interest rate swap agreements(2) 38 0 38 0 Foreign currency forward contracts(2) (11,637) 0 (11,637) 0 Totals $ (10,388) $ 1,211 $ (11,599) $ 0 (1) Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date.(2) Please see Note 11 for additional information. Items Measured at Fair Value on a Nonrecurring Basis In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fairvalue on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above.Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired/assumed in businesscombinations (see Note 3) and asset impairments (see Note 5 for impairments of real property and Note 6 for impairments of loans receivable). We havedetermined that the fair value measurements included in each of these assets and liabilities rely primarily on Company-specific inputs and our assumptionsabout the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair valuemeasurements generally reside within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the incomeapproach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industrymarket data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fairvalue of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. Weestimate the fair value of secured debt assumed in business combinations using current interest rates at which similar borrowings could be obtained on thetransaction date. 17. Segment Reporting We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our five operating segments: seniorshousing triple-net, seniors housing operating, medical office buildings, hospitals and life science. Our seniors housing triple-net properties include skillednursing/post-acute facilities, assisted living facilities, independent living/continuing care retirement communities, care homes (United Kingdom), care homeswith nursing (United Kingdom) and combinations thereof. Under the seniors housing triple-net segment, we invest in seniors housing and health care realestate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are notinvolved in the management of the property. Our seniors housing operating properties include the seniors housing communities referenced above andindependent supportive living facilities (Canada) that are owned and/or operated through RIDEA structures (see Notes 3 and 18).104 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our medical facility properties include medical office buildings, hospitals and life science buildings which are aggregated into our medical facilitiesreportable segment. Our medical office buildings are typically leased to multiple tenants and generally require a certain level of property management. Ourhospital investments are leased and we are not involved in the management of the property. Our life science investment represents an investment in anunconsolidated entity (see Note 7). The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The results ofoperations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of theappropriate segments. There are no intersegment sales or transfers. We evaluate performance based upon net operating income from continuing operations (“NOI”) of each segment. We define NOI as total revenues, includingtenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information because it measures the operatingperformance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess theproperty level performance of our properties. Non-segment revenue consists mainly of interest income on non-real estate investments and other income. Non-segment assets consist of corporate assetsincluding cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated toindividual segments in determining NOI. Summary information for the reportable segments (which excludes unconsolidated entities) during the years ended December 31, 2013, 2012 and 2011 isas follows (in thousands): Year Ended December 31, 2013: Seniors HousingTriple-net Seniors HousingOperating Medical Facilities Non-segment /Corporate TotalRental income$ 780,785 $ - $ 446,804 $ - $ 1,227,589 Resident fees and services - 1,616,290 - - 1,616,290 Interest income 21,512 757 10,394 - 32,663 Other income 1,434 355 1,981 296 4,066 Total revenues 803,731 1,617,402 459,179 296 2,880,608 Property operating expenses - (1,089,239) (117,574) - (1,206,813) Net operating income from continuing operations 803,731 528,163 341,605 296 1,673,795 Reconciling items: Interest expense (23,322) (92,148) (36,823) (306,067) (458,360) (Loss) gain on derivatives, net (4,877) 407 - - (4,470) Depreciation and amortization (228,523) (478,007) (159,270) - (865,800) General and administrative - - - (108,318) (108,318) Transaction costs (24,350) (107,066) (1,985) - (133,401) (Loss) gain on extinguishment of debt, net (40) 3,372 - (2,423) 909 Provision for loan losses (2,110) - - - (2,110) Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities$ 520,509 $ (145,279) $ 143,527 $ (416,512) $ 102,245 Total assets$ 9,232,833 $ 8,984,316 $ 4,718,527 $ 148,281 $ 23,083,957 105 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2012: Seniors HousingTriple-net SeniorsHousingOperating Medical Facilities Non-segment /Corporate TotalRental income$ 684,097 $ - $ 379,117 $ - $ 1,063,214 Resident fees and services - 697,494 - - 697,494 Interest income 24,380 6,208 8,477 - 39,065 Other income 2,412 - 1,947 912 5,271 Total revenues 710,889 703,702 389,541 912 1,805,044 Property operating expenses - (471,678) (96,311) - (567,989) Net operating income from continuing operations 710,889 232,024 293,230 912 1,237,055 Reconciling items: Interest expense (1,745) (67,524) (28,878) (263,418) (361,565) (Loss) gain on derivatives, net (96) 1,921 - - 1,825 Depreciation and amortization (200,899) (165,798) (139,523) - (506,220) General and administrative - - - (97,341) (97,341) Transaction costs (35,705) (12,756) (13,148) - (61,609) (Loss) gain on extinguishment of debt, net (2,405) 2,697 483 - 775 Provision for loan losses (27,008) - - - (27,008) Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities$ 443,031 $ (9,436) $ 112,164 $ (359,847) $ 185,912 Total assets$ 8,447,698 $ 5,323,777 $ 4,706,159 $ 1,071,475 $ 19,549,109 Year Ended December 31, 2011 Seniors HousingTriple-net SeniorsHousingOperating Medical Facilities Non-segment /Corporate Total Rental income$ 537,581 $ - $ 267,151 $ - $ 804,732 Resident fees and services - 456,085 - - 456,085 Interest income 34,068 - 7,002 - 41,070 Other income 6,620 - 3,985 690 11,295 Total revenues 578,269 456,085 278,138 690 1,313,182 Property operating expenses - (314,142) (60,922) - (375,064) Net operating income from continuing operations 578,269 141,943 217,216 690 938,118 Reconciling items: Interest expense 2,802 (46,342) (18,557) (228,884) (290,981) Depreciation and amortization (155,797) (138,192) (92,489) - (386,478) General and administrative - - - (77,201) (77,201) Transaction costs (27,993) (36,328) (5,903) - (70,224) Loss (gain) on extinguishment of debt, net - 979 - - 979 Provision for loan losses - - (2,010) - (2,010) Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities$ 397,281 $ (77,940) $ 98,257 $ (305,395) $ 112,203 106 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed tothe country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars inthousands): Year Ended December 31, 2013 December 31, 2012 December 31, 2011Revenues: Amount% Amount% Amount%United States$ 2,489,196 86.4% $ 1,778,507 98.5% $ 1,313,182 100.0%International 391,412 13.6% 26,537 1.5% - 0.0%Total$ 2,880,608 100.0% $ 1,805,044 100.0% $ 1,313,182 100.0% As of December 31, 2013 December 31, 2012 Assets: Amount% Amount% United States$ 19,759,945 85.6% $ 18,692,214 95.6% International 3,324,012 14.4% 856,895 4.4% Total$ 23,083,957 100.0% $ 19,549,109 100.0% 18. Income Taxes and Distributions We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxableincome (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of current year taxable incomein the current year are also subject to a 4% federal excise tax. The main differences between net income for federal income tax purposes and financial statementpurposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives anddepreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes. Cash distributions paid to common stockholders, for federal income tax purposes, are as follows for the periods presented: Year Ended December 31, 2013 2012 2011Per Share: Ordinary income $ 1.4928 $ 1.5000 $ 1.1472 Return of capital 1.4176 1.3376 1.4227 Long-term capital gains 0.0448 0.1176 0.1059 Unrecaptured section 1250 gains 0.1048 0.0048 0.1592 Totals $ 3.0600 $ 2.9600 $ 2.8350 Our consolidated provision for income taxes is as follows for the periods presented (dollars in thousands): Year Ended December 31, 2013 2012 2011Current $ 12,389 $ 4,785 $ 389 Deferred (4,898) 2,827 999 Totals $ 7,491 $ 7,612 $ 1,388 REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. Forthe tax year ended December 31, 2013, as a result of acquisitions located in Canada and the United Kingdom in 2012 and 2013, we were subject to foreignincome taxes under the respective tax laws of these jurisdictions. The provision for income taxes for the year ended December 31, 2013 primarily relates tostate taxes, foreign taxes, and taxes based on income generated by entities that are structured as taxable REIT subsidiaries. 107 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the tax year ended December 31, 2013, the Canadian and United Kingdom tax benefit amount included in the consolidated provision for income taxeswas $484,000. For the tax year ended December 31, 2012, the Canadian and United Kingdom tax expense amount included in the consolidated provision forincome taxes was $596,000. We did not hold an interest in any entity located in a foreign jurisdiction for the year ended December 31, 2011. A reconciliation of income tax expense, which is computed by applying the federal corporate tax rate for the years ended December 31, 2013, 2012 and2011, to the income tax provision/(benefit) is as follows for the periods presented (dollars in thousands): Year Ended December 31, 2013 2012 2011Tax at statutory rate on earnings from continuing operations before unconsolidated entities,noncontrolling interests and income taxes $ 51,020 $ 64,979 $ 54,750 Increase / (decrease) in valuation allowance(1) 18,444 9,234 (4,732) Tax at statutory rate on earnings not subject to federal income taxes (88,762) (72,640) (48,630) Foreign permanent depreciation 22,313 - - Other differences 4,476 6,039 - Totals $ 7,491 $ 7,612 $ 1,388 (1) Excluding purchase price accounting. Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The taxeffects of taxable and deductible temporary differences, as well as tax attributes, are summarized as follows for the periods presented (dollars in thousands): Year Ended December 31, 2013 2012 2011Investments and property, primarily differences in investment basis, depreciation andamortization, the basis of land assets and the treatment of interests and certain costs $ (34,236) $ (2,144) $ (1,577) Operating loss and interest deduction carryforwards 67,215 8,552 1,488 Expense accruals and other 19,309 4,372 5,749 Valuation allowance (71,955) (12,199) (2,965) Totals $ (19,667) $ (1,419) $ 2,695 Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferredtax assets. As required under the provisions of ASC 740, Management applied the concepts on an entity-by-entity, jurisdiction-by-jurisdiction basis. Withrespect to the analysis of certain entities in multiple jurisdictions, a significant piece of objective negative evidence evaluated was the cumulative loss incurredover the three-year period ended December 31, 2013. Such objective evidence limits the ability to consider other subjective evidence such as our projections forfuture growth. On the basis of the evaluations performed as required by the codification, valuation allowances totaling $71,955,000 were recorded on U.S. taxable REITsubsidiaries as well as entities in other jurisdictions to limit the deferred tax assets to the amount that Management believes is more likely that not realizable. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward periodare reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given tosubjective evidence such as our projections for growth). The valuation allowance rollforward is summarized as follows for the periods presented (dollars in thousands):108 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013 2012 2011Beginning balance $ 12,199 $ 2,965 $ 7,697 Additions: Purchase price accounting 41,312 - - Expense 18,444 9,234 - Deductions - - (4,732) Ending balance $ 71,955 $ 12,199 $ 2,965 As a result of certain acquisitions, we are subject to corporate level taxes for any related asset dispositions that may occur during the ten-year periodimmediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level taxis generally equal to the lesser of (a) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (b) the actualamount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards. During the year ended December 31, 2013, we acquired certain additional assets with built-in gains as of the date of acquisition that could be subject to thebuilt-in gains tax if disposed of prior to the expiration of the applicable ten-year period. We have not recorded a deferred tax liability as a result of the potentialbuilt-in gains tax based on our intentions with respect to such properties and available tax planning strategies. Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008,the REIT may lease “qualified health care properties” on an arm’s-length basis to a TRS if the property is operated on behalf of such subsidiary by a personwho qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treated as“rents from real property.” A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the useof, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extendsmedical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents andrelated operating expenses for these facilities are reported in the consolidated financial statements and are subject to federal and state income taxes as theoperations of such facilities are included in a TRS. Certain net operating loss carryforwards could be utilized to offset taxable income in future years. Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2010and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject toaudit by state taxing authorities for any year prior to the year ended December 31, 2007. We are also subject to audit by the Canada Revenue Agency andprovincial authorities generally for periods subsequent to our REIT acquisition in May 2012 related to entities acquired or formed in connection with theacquisition, and by HM Revenue & Customs for periods subsequent to our REIT acquisitions in August 2012 and January 2013 related to entities acquired orformed in connection with the acquisitions. At December 31, 2013, we had a net operating loss (“NOL”) carryforward related to the REIT of $133,568,000. Due to our uncertainty regarding therealization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offsetfuture taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and taxcredit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards will expire through 2033. At December 31, 2013 and 2012, respectively, we had a net operating loss carryforward related to Canadian entities of $50,958,000 and $4,275,000. These Canadian losses have a 20-year carryforward period. At December 31, 2013, we had a net operating loss carryforward related to United Kingdomentities of $238,741,000, consisting of $232,305,000 of net operating losses from acquisitions and $6,436,000 of net operating losses from current yearactivities. These United Kingdom losses do not have a finite carryforward period. We apply the rules under ASC 740-10 “Accounting for Uncertainty in Income Taxes” for uncertain tax positions using a “more likely than not” recognitionthreshold for tax positions. Pursuant to these rules, we will initially recognize the financial statement effects of a tax position when it is more likely than not,based on the technical merits of the tax position, that such a position will be sustained upon examination by the relevant tax authorities. If the tax benefit meetsthe “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to be sustained if audited by thetaxing109 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS authority. The following table summarizes the activity related to our unrecognized tax benefits for the periods presented (dollars in thousands): Year Ended December 31, 2013 2012Gross unrecognized tax benefits at beginning of year $ 6,098 $ 6,098 Increases (decreases) in unrecognized tax benefits related to a prior year 76 (248) Increases (decreases) in unrecognized tax benefits related to the current year 260 394 Lapse in statute of limitations for assessment (21) (146) Gross unrecognized tax benefits at end of year $ 6,413 $ 6,098 Of the total $6,413,000 of total liability for gross unrecognized tax benefits at December 31, 2013, $5,896,000 (exclusive of accrued interest and penalties)relates to the April 1, 2011 Genesis HealthCare Corporation transaction (“Genesis Acquisition”) and is included in accrued expenses and other liabilities on theconsolidated balance sheet. As a part of the Genesis Acquisition, we received a full indemnification from FC-GEN Operations Investment, LLC coveringincome taxes or other taxes as well as interest and penalties relating to tax positions taken by FC-GEN Operations Investment, LLC prior to the acquisition. Accordingly, an offsetting indemnification asset is recorded in receivables and other assets on the consolidated balance sheet. Such indemnification asset isreviewed for collectability periodically. There is no amount of unrecognized tax benefits, currently accrued for, that would have a material impact on the effective tax rate to the extent that would berecognized. There were insignificant uncertain tax positions as of December 31, 2013 for which it is reasonably possible that the amount of unrecognized taxbenefits would decrease during 2014. Interest and penalties totaled $465,000 and $1,215,000, respectively, for the year ended December 31, 2013 and areincluded in income tax expense. Of these amounts, $337,000 and $996,000 of interest and penalties, respectively, relate to the Genesis Acquisition and areoffset by the indemnification asset. 19. Retirement Arrangements Under the retirement plan and trust (the “401(k) Plan”), eligible employees may make contributions, and we may make matching contributions and a profitsharing contribution. Our contributions to the 401(k) Plan totaled $2,562,000, $2,140,000, and $1,558,000 in 2013, 2012 and 2011, respectively. We have a Supplemental Executive Retirement Plan (“SERP”), a non-qualified defined benefit pension plan, which provides one executive officer withsupplemental deferred retirement benefits. The SERP provides an opportunity for the participant to receive retirement benefits that cannot be paid under ourtax-qualified plans because of the restrictions imposed by ERISA and the Internal Revenue Code of 1986, as amended. Benefits are based on compensationand length of service and the SERP is unfunded. Benefit payments are expected to total $3,069,000 during the next five fiscal years and $4,604,000 thereafter.We use a December 31 measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $6,453,000 at December 31, 2013($6,665,000 at December 31, 2012). 110 HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20. Quarterly Results of Operations (Unaudited) 20. Quarterly Results of Operations (Unaudited) The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2013 and 2012 (in thousands, except pershare data). The sum of individual quarterly amounts may not agree to the annual amounts included in the consolidated statements of income due to rounding. Year Ended December 31, 2013 1st Quarter 2nd Quarter(2)3rd Quarter4th Quarter Revenues - as reported $ 633,915 $ 682,125 $ 786,930 $ 788,577 Discontinued operations (4,129) (3,592) (3,217) - Revenues - as adjusted(1) $ 629,786 $ 678,533 $ 783,713 $ 788,577 Net income (loss) attributable to common stockholders $ 55,058 $ (8,508) $ 20,691 $ 11,473 Net income (loss) attributable to common stockholders per share: Basic $ 0.21 $ (0.03) $ 0.07 $ 0.04 Diluted 0.21 (0.03) 0.07 0.04 Year Ended December 31, 2012 1st Quarter 2nd Quarter3rd Quarter(3)4th QuarterRevenues - as reported $ 435,359 $ 453,082 $ 474,139 $ 500,663 Discontinued operations (21,559) (17,821) (15,120) (3,699) Revenues - as adjusted(1) $ 413,800 $ 435,261 $ 459,019 $ 496,964 Net income attributable to common stockholders $ 39,307 $ 54,735 $ 37,269 $ 90,576 Net income attributable to common stockholders per share: Basic $ 0.20 $ 0.26 $ 0.17 $ 0.35 Diluted 0.19 0.25 0.16 0.35 (1) We have reclassified the income attributable to the properties sold prior to or held for sale at December 31, 2013 to discontinued operations. See Note 5.(2) The decrease in net income and amounts per share are primarily attributable to gains on sales of real estate of $82,492,000 for the first quarter as compared to losses of $29,997,000for the second quarter.(3) The decrease in net income and amounts per share are primarily attributable to gains on sales of real estate of $32,450,000 for the second quarter as compared to $12,827,000 for thethird quarter. 111 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. Item 9A. Controls and Procedures Disclosure Controls and Procedures An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and ChiefFinancial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, asamended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded thatthe disclosure controls and procedures were effective as of the end of the period covered by this report. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the SecuritiesExchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accountingprinciples. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and thatreceipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that couldhave a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 based on the criteriaestablished by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — IntegratedFramework. The scope of management’s assessment as of December 31, 2013 did not include an assessment of the internal control over financial reporting for theRevera Partnership, as discussed in Note 3 to the Company’s consolidated financial statements, because the Revera Partnership was acquired during the yearended December 31, 2013. The acquired businesses represent 5% of total assets at December 31, 2013 and 4% and 3% of revenues and net operating income,respectively, for the year then ended. The scope of management’s assessment on internal control over financial reporting for the year ended December 31, 2014will include the aforementioned acquired operations. Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting waseffective as of December 31, 2013. The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued anattestation report on the Company’s internal control over financial reporting. Changes in Internal Control over Financial Reporting No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) occurredduring the fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal controlover financial reporting.112 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting The Board of Directors and Shareholders of Health Care REIT, Inc. We have audited Health Care REIT, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in InternalControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria, 2013 framework).Health Care REIT, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of theeffectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on theeffectiveness of internal control over financial reporting did not include the internal controls of the Revera Partnership, which is included in the 2013consolidated financial statements of Health Care REIT, Inc. and cumulatively constitute 5% of total assets at December 31, 2013 and 4% and 3% of revenuesand net operating income, respectively, for the year then ended. Our audit of the internal control over financial reporting of Health Care REIT, Inc. also did notinclude an evaluation of the internal control over financial reporting of the Revera Partnership. In our opinion, Health Care REIT, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balancesheets of Health Care REIT, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income, equity, and cash flowsfor each of the three years in the period ended December 31, 2013 and our report dated February 21, 2014 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Toledo, OhioFebruary 21, 2014 Item 9B. Other Information None.113 PART III PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “CorporateGovernance,” “Executive Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Section 16(a) Compliance” inour definitive proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”) prior to April 30, 2014. We have adopted a Code of Business Conduct & Ethics that applies to our directors, officers and employees. The code is posted on the Internet atwww.hcreit.com. Any amendment to, or waivers from, the code that relate to any officer or director of the Company will be promptly disclosed on the Internetat www.hcreit.com. In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted onthe Internet at www.hcreit.com. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the information under the headings “Executive Compensation” and “DirectorCompensation” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2014. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the information under the headings “Security Ownership of Directors andManagement and Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with theCommission prior to April 30, 2014. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this Item is incorporated herein by reference to the information under the headings “Corporate Governance — Independenceand Meetings” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Certain Relationships and Related Transactions” inour definitive proxy statement, which will be filed with the Commission prior to April 30, 2014. Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated herein by reference to the information under the heading “Ratification of the Appointment of theIndependent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2014.114 PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Our Consolidated Financial Statements are included in Part II, Item 8: Report of Independent Registered Public Accounting Firm77Consolidated Balance Sheets – December 31, 2013 and 201278Consolidated Statements of Comprehensive Income — Years ended December 31, 2013, 2012 and 201179Consolidated Statements of Equity — Years ended December 31, 2013, 2012 and 201181Consolidated Statements of Cash Flows — Years ended December 31, 2013, 2012 and 201182Notes to Consolidated Financial Statements83 2. The following Financial Statement Schedules are included in Item 15(c): III – Real Estate and Accumulated Depreciation IV – Mortgage Loans on Real Estate The financial statement schedule required by Item15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Reporton Form 10-K. 3. Exhibit Index: The information required by this item is set forth on the Exhibit Index that follows the Financial Statement Schedules to this Annual Report on Form10-K. (b) Exhibits: The exhibits listed on the Exhibit Index are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of theSecurities Exchange Act of 1934. (c) Financial Statement Schedules: Financial statement schedules are included beginning on page 117.115 SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. HEALTH CARE REIT, INC. By: /s/ George L. Chapman George L. Chapman, Chairman, Chief Executive Officer, President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 21, 2014 by the following persons onbehalf of the Registrant and in the capacities indicated. /s/ William C. Ballard, Jr.** /s/ Jeffrey R. Otten** William C. Ballard, Jr., Director Jeffrey R. Otten, Director /s/ Thomas J. DeRosa** /s/ Judith C. Pelham** Thomas J. DeRosa, Director Judith C. Pelham, Director /s/ Jeffrey H. Donahue** /s/ R. Scott Trumbull** Jeffrey H. Donahue, Director R. Scott Trumbull, Director /s/ Peter J. Grua** /s/ George L. Chapman Peter J. Grua, Director George L. Chapman, Chairman, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Fred S. Klipsch** /s/ Scott A. Estes** Fred S. Klipsch, Director Scott A. Estes, Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Timothy J. Naughton** /s/ Paul D. Nungester, Jr.** Timothy J. Naughton, Director Paul D. Nungester, Jr., Senior Vice President andCorporate Controller (Principal Accounting Officer) /s/ Sharon M. Oster ** **By: /s/ George L. Chapman Sharon M. Oster, Director George L. Chapman, Attorney-in-Fact 116 Health Care REIT, Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2013 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements Cost CapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressSeniors Housing Triple-Net: Aboite Twp, IN$ - $ 1,770 $ 19,930 $ 1,601 $ 1,770 $ 21,531 $ 1,787 2010 2008 611 W County Line Rd SouthAgawam, MA - 880 16,112 2,134 880 18,246 5,736 2002 1993 1200 Suffield St.Agawam, MA - 1,230 13,618 593 1,230 14,211 1,126 2011 1975 61 Cooper StreetAgawam, MA - 930 15,304 293 930 15,596 1,203 2011 1970 55 Cooper StreetAgawam, MA - 920 10,661 36 920 10,697 873 2011 1985 464 Main StreetAgawam, MA - 920 10,562 45 920 10,607 866 2011 1967 65 Cooper StreetAkron, OH - 290 8,219 491 290 8,710 2,084 2005 1961 721 Hickory St.Akron, OH - 630 7,535 229 630 7,764 1,634 2006 1915 209 Merriman RoadAlbertville, AL 2,042 172 6,197 174 180 6,368 860 2010 1999 151 Woodham Dr.Alliance, OH - 270 7,723 107 270 7,830 1,767 2006 1982 1785 Freshley Ave.Amelia Island, FL - 3,290 24,310 20,314 3,290 44,624 7,573 2005 1998 48 Osprey Village Dr.Ames, IA - 330 8,870 - 330 8,870 878 2010 1999 1325 Coconino Rd.Anderson, SC - 710 6,290 419 710 6,709 2,235 2003 1986 311 Simpson Rd.Andover, MA - 1,310 12,647 27 1,310 12,674 1,067 2011 1985 89 Morton StreetAnnapolis, MD - 1,010 24,825 151 1,010 24,976 1,862 2011 1993 35 Milkshake LaneAnsted, WV - 240 14,113 108 240 14,221 1,042 2011 1982 106 Tyree Street, P.O. Drawer 400Apple Valley, CA 10,809 480 16,639 84 486 16,716 2,483 2010 1999 11825 Apple Valley Rd.Asheboro, NC - 290 5,032 165 290 5,197 1,487 2003 1998 514 Vision Dr.Asheville, NC - 204 3,489 - 204 3,489 1,456 1999 1999 4 Walden Ridge Dr.Asheville, NC - 280 1,955 351 280 2,306 741 2003 1992 308 Overlook Rd.Aspen Hill, MD - - 9,008 1,181 - 10,188 778 2011 1988 3227 Bel Pre RoadAtlanta, GA 7,678 2,058 14,914 1,101 2,080 15,993 10,275 1997 1999 1460 S Johnson Ferry Rd.Aurora, OH - 1,760 14,148 106 1,760 14,254 1,238 2011 2002 505 S. Chillicothe RdAurora, CO - 2,600 5,906 7,915 2,600 13,821 3,490 2006 1988 14101 E. Evans Ave.Aurora, CO - 2,440 28,172 - 2,440 28,172 5,586 2006 2007 14211 E. Evans Ave.Austin, TX 19,028 880 9,520 1,152 885 10,667 4,102 1999 1998 12429 Scofield Farms Dr.Austin, TX 9,799 730 18,970 - 730 18,970 3,440 2007 2006 3200 W. Slaughter LaneAventura, FL - 4,540 33,986 198 4,540 34,184 1,223 2012 2001 2777 NE 183rd StreetAvon, IN - 1,830 14,470 - 1,830 14,470 1,496 2010 2004 182 S Country RD. 550EAvon Lake, OH - 790 10,421 142 790 10,562 950 2011 2001 345 Lear Rd.Ayer, MA - - 22,074 3 - 22,077 1,658 2011 1988 400 Groton RoadBaltic, OH - 50 8,709 189 50 8,898 1,971 2006 1983 130 Buena Vista St.Baltimore, MD - 1,350 14,884 321 1,350 15,204 1,189 2011 1905 115 East Melrose AvenueBaltimore, MD - 900 5,039 147 900 5,186 477 2011 1969 6000 Bellona AvenueBartlesville, OK - 100 1,380 - 100 1,380 666 1996 1995 5420 S.E. Adams Blvd.Baytown, TX 9,191 450 6,150 - 450 6,150 2,067 2002 2000 3921 N. Main St.Baytown, TX - 540 11,110 - 540 11,110 1,336 2009 2008 2000 West Baker LaneBeachwood, OH - 1,260 23,478 - 1,260 23,478 7,835 2001 1990 3800 Park East DriveBeattyville, KY - 100 6,900 660 100 7,560 1,712 2005 1972 249 E. Main St.Bedford, NH - 2,250 28,831 5 2,250 28,836 2,153 2011 1978 25 Ridgewood RoadBellevue, WI - 1,740 18,260 571 1,740 18,831 3,707 2006 2004 1660 Hoffman Rd.Bellingham, WA 8,724 1,500 19,861 121 1,507 19,975 2,861 2010 1996 4415 Columbine Dr.Benbrook, TX - 1,550 13,553 769 1,550 14,322 944 2011 1984 4242 Bryant Irvin RoadBethel Park, PA - 1,700 16,007 - 1,700 16,007 2,087 2007 2009 5785 Baptist RoadBluefield, VA - 900 12,463 32 900 12,495 960 2011 1990 Westwood Medical ParkBoca Raton, FL - 1,440 31,048 786 1,440 31,834 1,108 2012 1989 1080 Northwest 15th StreetBoonville, IN - 190 5,510 - 190 5,510 1,809 2002 2000 1325 N. Rockport Rd.Bradenton, FL - 252 3,298 - 252 3,298 1,608 1996 1995 6101 Pointe W. Blvd.Bradenton, FL - 480 9,953 - 480 9,953 396 2012 2000 2800 60th Avenue WestBraintree, MA - 170 7,157 1,290 170 8,447 7,871 1997 1968 1102 Washington St.Brandon, MS - 1,220 10,241 - 1,220 10,241 888 2010 1999 140 Castlewoods BlvdBremerton, WA - 390 2,210 144 390 2,354 425 2006 1999 3231 Pine RoadBremerton, WA - 830 10,420 150 830 10,570 974 2010 1984 3201 Pine Road NEBrick, NJ - 1,290 25,247 180 1,290 25,427 1,585 2011 2000 458 Jack Martin Blvd.Brick, NJ - 1,170 17,372 275 1,180 17,637 1,380 2010 1998 515 Jack Martin BlvdBrick, NJ - 690 17,125 105 690 17,230 1,325 2010 1999 1594 Route 88Bridgewater, NJ - 1,850 3,050 - 1,850 3,050 1,121 2004 1970 875 Route 202/206 NorthBridgewater, NJ - 1,730 48,201 661 1,739 48,853 3,750 2010 1999 2005 Route 22 WestBridgewater, NJ - 1,800 31,810 139 1,800 31,949 1,968 2011 2001 680 US-202/206 NorthBroadview Heights, OH - 920 12,400 2,393 920 14,793 4,350 2001 1984 2801 E. Royalton Rd.Brookfield, WI - 1,300 12,830 - 1,300 12,830 58 2012 2013 1185 Davidson RoadBrookline, MA - 2,760 9,217 3,369 2,760 12,586 938 2011 1984 30 Webster StreetBrooklyn Park, MD - 1,290 16,329 29 1,290 16,358 1,270 2011 1973 613 Hammonds LaneBurleson, TX - 670 13,985 250 670 14,235 1,008 2011 1988 300 Huguley BoulevardBurlington, NC - 280 4,297 707 280 5,004 1,407 2003 2000 3619 S. Mebane St.Burlington, NC - 460 5,467 - 460 5,467 1,581 2003 1997 3615 S. Mebane St.Burlington, NJ - 1,700 12,554 466 1,700 13,020 1,134 2011 1965 115 Sunset RoadBurlington, NJ - 1,170 19,205 167 1,170 19,372 1,368 2011 1994 2305 Rancocas RoadByrdstown, TN - - 2,414 269 - 2,683 1,582 2004 1982 129 Hillcrest Dr.Cambridge, MD - 490 15,843 207 490 16,050 1,208 2011 1990 525 Glenburn AvenueCanton, MA - 820 8,201 263 820 8,464 3,824 2002 1993 One Meadowbrook WayCanton, OH - 300 2,098 - 300 2,098 868 1998 1998 1119 Perry Dr., N.W.Cape Coral, FL - 530 3,281 - 530 3,281 1,081 2002 2000 911 Santa Barbara Blvd.Cape Coral, FL 9,229 760 18,868 - 760 18,868 759 2012 2009 831 Santa Barbara BoulevardCarrollton, TX - 4,280 31,444 - 4,280 31,444 - 2013 2010 2105 North Josey LaneCarson City, NV 5,155 520 8,238 - 520 8,238 20 2013 1997 1111 W. College ParkwayCary, NC - 1,500 4,350 986 1,500 5,336 2,055 1998 1996 111 MacArthurCatonsville, MD - 1,330 15,003 549 1,330 15,552 1,202 2011 1973 16 Fusting AvenueCedar Grove, NJ - 1,830 10,939 10 1,830 10,949 891 2011 1964 25 East Lindsley RoadCedar Grove, NJ - 2,850 27,737 21 2,850 27,757 2,124 2011 1970 536 Ridge RoadCentreville, MD(2) - 600 14,602 241 600 14,843 1,142 2011 1978 205 Armstrong AvenueChapel Hill, NC - 354 2,646 783 354 3,429 1,092 2002 1997 100 Lanark Rd.Charles Town, WV - 230 22,834 30 230 22,863 1,660 2011 1997 219 Prospect AveCharleston, WV - 440 17,575 297 440 17,873 1,296 2011 1998 1000 Association Drive, North Gate Business ParkCharleston, WV - 410 5,430 13 410 5,444 451 2011 1979 699 South Park RoadChelmsford, MA - 1,040 10,951 1,499 1,040 12,450 3,062 2003 1997 4 Technology Dr.Chicago, IL - 1,800 19,256 - 1,800 19,256 847 2012 2005 6700 South Keating AvenueChicago, IL - 2,900 17,016 - 2,900 17,016 759 2012 2007 4239 North Oak Park AvenueChickasha, OK - 85 1,395 - 85 1,395 668 1996 1996 801 Country Club Rd.Cinnaminson, NJ - 860 6,663 149 860 6,812 592 2011 1965 1700 Wynwood DriveCitrus Heights, CA 14,974 2,300 31,876 507 2,300 32,383 4,726 2010 1997 7418 Stock Ranch Rd.Claremore, OK - 155 1,427 6,130 155 7,557 663 1996 1996 1605 N. Hwy. 88Clarks Summit, PA - 600 11,179 15 600 11,194 905 2011 1985 100 Edella RoadClarks Summit, PA - 400 6,529 54 400 6,583 541 2011 1997 150 Edella RoadClarksville, TN - 330 2,292 - 330 2,292 941 1998 1998 2183 Memorial Dr.Cleburne, TX - 520 5,369 - 520 5,369 944 2006 2007 402 S Colonial DriveCleveland, TN - 350 5,000 122 350 5,122 1,833 2001 1987 2750 Executive Park N.W. Clinton, MD - 2,330 20,876 590 2,330 21,467 949 2012 1988 7520 Surratts RoadCloquet, MN - 340 4,660 - 340 4,660 297 2011 2006 705 Horizon CircleCobham, England - 13,176 33,574 - 13,176 33,574 368 2013 2013 Redhill RoadColchester, CT - 980 4,860 495 980 5,355 500 2011 1986 59 Harrington CourtColts Neck, NJ - 780 14,733 501 930 15,084 1,215 2010 2002 3 Meridian CircleColumbia, TN - 341 2,295 - 341 2,295 952 1999 1999 5011 Trotwood Ave.Columbia, TN - 590 3,787 - 590 3,787 1,446 2003 1974 1410 Trotwood Ave.Columbia, SC - 2,120 4,860 5,709 2,120 10,569 2,969 2003 2000 731 Polo Rd.Columbia Heights, MN - 825 14,175 - 825 14,175 844 2011 2009 3807 Hart BoulevardColumbus, IN - 610 3,190 - 610 3,190 323 2010 1998 2564 Foxpointe Dr.Columbus, OH - 530 5,170 8,255 1,070 12,885 2,901 2005 1968 1425 Yorkland Rd.Columbus, OH - 1,010 5,022 - 1,010 5,022 1,244 2006 1983 1850 Crown Park Ct.Columbus, OH - 1,010 4,931 13,620 1,860 17,701 3,923 2006 1978 5700 Karl Rd.Columbus, IN - 530 6,710 - 530 6,710 2,048 2002 2001 2011 Chapa Dr.Concord, NC - 550 3,921 55 550 3,976 1,276 2003 1997 2452 Rock Hill Church Rd.Concord, NH - 780 18,423 446 780 18,869 1,371 2011 1972 20 Maitland StreetConcord, NH - 1,760 43,179 568 1,760 43,747 3,187 2011 1994 239 Pleasant StreetConcord, NH - 720 3,041 340 720 3,381 301 2011 1905 227 Pleasant StreetConroe, TX - 980 7,771 - 980 7,771 821 2009 2010 903 Longmire RoadConyers, GA - 2,740 19,302 105 2,740 19,407 687 2012 1998 1504 Renaissance DriveCoppell, TX - 1,550 8,386 - 1,550 8,386 64 2012 2013 1530 East Sandy Lake RoadCorpus Christi, TX - 400 1,916 - 400 1,916 690 2005 1985 1101 S. AlamedaCortland, NY - 700 18,041 58 700 18,099 583 2012 2001 839 Bennie RoadDaniels, WV - 200 17,320 49 200 17,370 1,270 2011 1986 1631 Ritter DriveDanville, VA - 410 3,954 722 410 4,676 1,372 2003 1998 149 Executive Ct.Daphne, AL - 2,880 8,670 127 2,880 8,797 394 2012 2001 27440 County Road 13Dedham, MA - 1,360 9,830 - 1,360 9,830 3,457 2002 1996 10 CareMatrix Dr.DeForest, WI - 250 5,350 354 250 5,704 989 2007 2006 6902 Parkside CircleDefuniak Springs, FL - 1,350 10,250 - 1,350 10,250 2,162 2006 1980 785 S. 2nd St.Denton, TX - 1,760 8,305 - 1,760 8,305 523 2010 2011 2125 Brinker RdDenver, CO - 2,530 9,514 - 2,530 9,514 2,246 2005 1986 3701 W. Radcliffe Ave.Dover, DE - 400 7,717 38 400 7,755 622 2011 1997 1203 Walker RoadDover, DE - 600 22,266 90 600 22,356 1,671 2011 1984 1080 Silver Lake Blvd.Dresher, PA - 2,060 40,236 273 2,067 40,502 3,106 2010 2001 1405 N. Limekiln PikeDundalk, MD(2) - 1,770 32,047 785 1,770 32,831 2,412 2011 1978 7232 German Hill RoadDurham, NC - 1,476 10,659 2,196 1,476 12,855 8,822 1997 1999 4434 Ben Franklin Blvd.East Brunswick, NJ - 1,380 34,229 181 1,380 34,410 2,101 2011 1998 606 Cranbury Rd.East Norriton, PA - 1,200 28,129 485 1,210 28,604 2,228 2010 1988 2101 New Hope StEaston, MD - 900 24,539 - 900 24,539 1,892 2011 1962 610 Dutchman's LaneEatontown, NJ - 1,190 23,358 67 1,190 23,426 1,788 2011 1996 3 Industrial Way EastEden, NC - 390 4,877 - 390 4,877 1,431 2003 1998 314 W. Kings Hwy.Edmond, OK - 410 8,388 - 410 8,388 432 2012 2001 15401 North Pennsylvania AvenueElizabeth City, NC - 200 2,760 2,011 200 4,771 1,704 1998 1999 400 Hastings LaneElizabethton, TN - 310 4,604 336 310 4,940 1,783 2001 1980 1200 Spruce LaneEnglewood, NJ - 930 4,514 17 930 4,531 381 2011 1966 333 Grand AvenueEnglishtown, NJ - 690 12,520 585 754 13,041 1,057 2010 1997 49 Lasatta AveErin, TN - 440 8,060 134 440 8,194 2,811 2001 1981 242 Rocky Hollow Rd.Everett, WA - 1,400 5,476 - 1,400 5,476 2,167 1999 1999 2015 Lake Heights Dr.Fair Lawn, NJ - 2,420 24,504 444 2,420 24,948 1,874 2011 1962 12-15 Saddle River RoadFairfield, CA - 1,460 14,040 1,541 1,460 15,581 4,776 2002 1998 3350 Cherry Hills St.Fairhope, AL - 570 9,119 - 570 9,119 410 2012 1987 50 Spring Run RoadFall River, MA - 620 5,829 4,856 620 10,685 4,205 1996 1973 1748 Highland Ave.Fall River, MA - 920 34,715 208 920 34,923 2,603 2011 1993 4901 North Main StreetFanwood, NJ - 2,850 55,175 329 2,850 55,504 3,341 2011 1982 295 South Ave.Fayetteville, GA - 560 12,665 263 560 12,928 441 2012 1994 1967 Highway 54 WestFayetteville, NY - 410 3,962 500 410 4,462 1,438 2001 1997 5125 Highbridge St.Findlay, OH - 200 1,800 - 200 1,800 805 1997 1997 725 Fox Run Rd.Fishers, IN - 1,500 14,500 - 1,500 14,500 1,499 2010 2000 9745 Olympia Dr.Florence, NJ - 300 2,978 - 300 2,978 976 2002 1999 901 Broad St.Florence, AL 7,179 353 13,049 160 385 13,177 1,852 2010 1999 3275 County Road 47Flourtown, PA - 1,800 14,830 203 1,800 15,033 1,162 2011 1908 350 Haws LaneFlower Mound, TX - 1,800 8,414 - 1,800 8,414 254 2011 2012 4141 Long Prairie RoadFollansbee, WV - 640 27,670 49 640 27,719 2,050 2011 1982 840 Lee RoadForest City, NC - 320 4,497 - 320 4,497 1,334 2003 1999 493 Piney Ridge Rd.Fort Ashby, WV - 330 19,566 123 330 19,689 1,425 2011 1980 Diane Drive, Box 686Franconia, NH - 360 11,320 69 360 11,390 863 2011 1971 93 Main StreetFranklin, NH - 430 15,210 47 430 15,257 1,145 2011 1990 7 Baldwin StreetFredericksburg, VA - 1,000 20,000 1,200 1,000 21,200 4,688 2005 1999 3500 Meekins Dr.Fredericksburg, VA - 590 28,611 35 590 28,646 2,104 2011 1977 11 Dairy LaneFredericksburg, VA - 3,700 22,016 59 3,700 22,075 713 2012 1992 12100 Chancellors VillageFremont, CA 19,492 3,400 25,300 1,821 3,456 27,065 5,853 2005 1987 2860 Country Dr.Gardner, MA - 480 10,210 27 480 10,237 812 2011 1902 32 Hospital Hill RoadGardnerville, NV 12,597 1,143 10,831 776 1,164 11,586 7,992 1998 1999 1565-A Virginia Ranch Rd.Gastonia, NC - 470 6,129 - 470 6,129 1,762 2003 1998 1680 S. New Hope Rd.Gastonia, NC - 310 3,096 22 310 3,118 959 2003 1994 1717 Union Rd.Gastonia, NC - 400 5,029 120 400 5,149 1,493 2003 1996 1750 Robinwood Rd.Georgetown, TX - 200 2,100 - 200 2,100 926 1997 1997 2600 University Dr., E.Gettysburg, PA - 590 8,913 91 590 9,003 748 2011 1987 867 York RoadGig Harbor, WA 5,581 1,560 15,947 61 1,583 15,986 2,231 2010 1994 3213 45th St. Court NWGlastonbury, CT - 1,950 9,532 909 2,360 10,031 812 2011 1966 72 Salmon Brook DriveGlen Mills, PA - 690 9,110 165 690 9,275 737 2011 1993 549 Baltimore PikeGlenside, PA - 1,940 16,867 153 1,940 17,020 1,308 2011 1905 850 Paper Mill RoadGraceville, FL - 150 13,000 - 150 13,000 2,666 2006 1980 1083 Sanders Ave.Grafton, WV - 280 18,824 37 280 18,861 1,374 2011 1986 8 Rose StreetGranbury, TX - 2,040 30,670 149 2,040 30,819 2,182 2011 2009 100 Watermark BoulevardGranbury, TX - 2,550 2,940 400 2,550 3,340 137 2012 1996 916 East Highway 377Grand Blanc, MI - 700 7,843 - 700 7,843 233 2011 2012 5400 East BaldwinGrand Ledge, MI 7,971 1,150 16,286 5,119 1,150 21,405 1,404 2010 1999 4775 Village DrGranger, IN - 1,670 21,280 2,401 1,670 23,681 1,917 2010 2009 6330 North Fir RdGrass Valley, CA 4,409 260 7,667 - 260 7,667 - 2013 2001 415 Sierra College DriveGreendale, WI - 2,060 35,383 522 2,060 35,905 1,658 2012 1988 5700 Mockingbird LaneGreeneville, TN - 400 8,290 507 400 8,797 2,375 2004 1979 106 Holt Ct.Greenfield, WI - 600 6,626 328 600 6,954 1,180 2006 2006 3933 S. Prairie Hill LaneGreensboro, NC - 330 2,970 554 330 3,524 1,060 2003 1996 5809 Old Oak Ridge Rd.Greensboro, NC - 560 5,507 1,013 560 6,520 1,945 2003 1997 4400 Lawndale Dr.Greenville, SC - 310 4,750 - 310 4,750 1,293 2004 1997 23 Southpointe Dr.Greenville, SC - 5,400 100,523 3,551 5,400 104,074 10,812 2006 2009 10 Fountainview TerraceGreenville, NC - 290 4,393 168 290 4,561 1,306 2003 1998 2715 Dickinson Ave.Greenwood, IN - 1,550 22,770 81 1,550 22,851 1,942 2010 2007 2339 South SR 135Groton, CT - 2,430 19,941 895 2,430 20,836 1,672 2011 1975 1145 Poquonnock RoadHaddonfield, NJ - - - 2,480 - 2,480 2,480 2011 0 132 Warwick RoadHamburg, PA - 840 10,543 191 840 10,734 921 2011 1966 125 Holly RoadHamilton, NJ - 440 4,469 - 440 4,469 1,451 2001 1998 1645 Whitehorse-Mercerville Rd.Hanford, England - 1,856 13,205 - 1,856 13,205 146 2013 2012 Bankhouse RoadHanover, IN - 210 4,430 - 210 4,430 1,238 2004 2000 188 Thornton RdHarleysville, PA - 960 11,355 - 960 11,355 1,392 2008 2009 695 Main StreetHarriman, TN - 590 8,060 158 590 8,218 3,001 2001 1972 240 Hannah Rd.Hatboro, PA - - 28,112 1,746 - 29,858 2,115 2011 1996 3485 Davisville RoadHatfield, England - 3,928 10,112 - 3,928 10,112 113 2013 2012 St Albans Road EastHattiesburg, MS - 450 15,518 176 450 15,694 1,230 2010 2009 217 Methodist Hospital Blvd Haverford, PA - 1,880 33,993 502 1,883 34,492 2,641 2010 2000 731 Old Buck LaneHemet, CA - 870 3,405 - 870 3,405 586 2007 1996 25818 Columbia St.Hemet, CA 13,550 1,890 28,606 650 1,899 29,247 6,649 2010 1989 1001 N. Lyon AveHemet, CA - 430 9,630 723 430 10,353 1,148 2010 1988 1001 N. Lyon AveHermitage, TN - 1,500 9,856 47 1,500 9,902 669 2011 2006 4131 Andrew Jackson ParkwayHerne Bay, England - 2,552 32,717 - 2,552 32,717 783 2013 2011 165 Reculver RoadHickory, NC - 290 987 232 290 1,219 492 2003 1994 2530 16th St. N.E.High Point, NC - 560 4,443 793 560 5,236 1,543 2003 2000 1568 Skeet Club Rd.High Point, NC - 370 2,185 410 370 2,595 819 2003 1999 1564 Skeet Club Rd.High Point, NC - 330 3,395 28 330 3,423 1,017 2003 1994 201 W. Hartley Dr.High Point, NC - 430 4,143 - 430 4,143 1,220 2003 1998 1560 Skeet Club Rd.Highland Park, IL - 2,820 15,832 50 2,820 15,882 452 2011 2012 1651 Richfield AvenueHighlands Ranch, CO - 940 3,721 4,983 940 8,704 1,237 2002 1999 9160 S. University Blvd.Hilltop, WV - 480 25,355 15 480 25,370 1,881 2011 1977 Saddle Shop RoadHinckley, England - 2,900 5,634 - 2,900 5,634 69 2013 2013 Tudor RoadHollywood, FL - 1,240 13,806 242 1,240 14,048 496 2012 2001 3880 South Circle DriveHomestead, FL - 2,750 11,750 - 2,750 11,750 2,465 2006 1994 1990 S. Canal Dr.Houston, TX 9,797 860 18,715 - 860 18,715 3,145 2007 2006 8702 South Course DriveHouston, TX - 5,090 9,471 - 5,090 9,471 1,303 2007 2009 15015 Cypress Woods Medical DriveHouston, TX 10,148 630 5,970 750 630 6,720 2,186 2002 1995 3625 Green Crest Dr.Howell, NJ 10,049 1,050 21,703 226 1,065 21,914 1,720 2010 2007 100 Meridian PlaceHuntington, WV - 800 32,261 126 800 32,387 2,405 2011 1976 101 13th StreetHuron, OH - 160 6,088 1,452 160 7,540 1,602 2005 1983 1920 Cleveland Rd. W.Hurricane, WV - 620 21,454 805 620 22,258 1,648 2011 1986 590 N Poplar Fork RoadHutchinson, KS - 600 10,590 194 600 10,784 2,603 2004 1997 2416 BrentwoodIndianapolis, IN - 495 6,287 22,565 495 28,852 6,840 2006 1981 8616 W. Tenth St.Indianapolis, IN - 255 2,473 12,123 255 14,596 3,315 2006 1981 8616 W.Tenth St.Jackson, NJ - 6,500 26,405 2,193 6,500 28,598 877 2012 2001 2 Kathleen DriveJacksonville Beach, FL - 1,210 26,207 111 1,210 26,317 907 2012 1999 1700 The Greens WayJamestown, TN - - 6,707 508 - 7,215 4,369 2004 1966 208 N. Duncan St.Jefferson, OH - 80 9,120 - 80 9,120 2,126 2006 1984 222 Beech St.Jupiter, FL - 3,100 47,453 563 3,100 48,016 1,512 2012 2002 110 Mangrove Bay WayKeene, NH - 530 9,639 284 530 9,923 676 2011 1980 677 Court StreetKenner, LA - 1,100 10,036 328 1,100 10,364 7,047 1998 2000 1600 Joe Yenni BlvdKennesaw, GA - 940 10,848 333 940 11,181 396 2012 1998 5235 Stilesboro RoadKennett Square, PA - 1,050 22,946 109 1,083 23,021 1,785 2010 2008 301 Victoria Gardens Dr.Kennewick, WA - 1,820 27,991 255 1,834 28,232 5,012 2010 1994 2802 W 35th AveKenosha, WI - 1,500 9,139 - 1,500 9,139 1,219 2007 2009 6300 67th StreetKent, WA - 940 20,318 10,470 940 30,788 4,461 2007 2000 24121 116th Avenue SEKirkland, WA - 1,880 4,315 683 1,880 4,998 1,281 2003 1996 6505 Lakeview Dr.Kirkstall, England - 3,273 12,648 - 3,273 12,648 140 2013 2009 29 Broad LaneLaconia, NH - 810 14,434 497 810 14,930 1,128 2011 1968 175 Blueberry LaneLake Barrington, IL - 3,400 66,179 46 3,400 66,225 2,096 2012 2000 22320 Classic CourtLake Zurich, IL - 1,470 9,830 - 1,470 9,830 721 2011 2007 550 America CourtLakewood Ranch, FL - 650 6,714 - 650 6,714 312 2011 2012 8230 Nature's WayLakewood Ranch, FL 7,387 1,000 22,388 - 1,000 22,388 883 2012 2005 8220 Natures WayLancaster, CA 10,083 700 15,295 574 712 15,857 2,504 2010 1999 43051 15th St. WestLancaster, PA - 890 7,623 80 890 7,702 660 2011 1928 336 South West End AveLancaster, NH - 430 15,804 161 430 15,964 1,191 2011 1981 91 Country Village RoadLancaster, NH - 160 434 28 160 462 67 2011 1905 63 Country Village RoadLanghorne, PA - 1,350 24,881 117 1,350 24,998 1,919 2011 1979 262 Toll Gate RoadLapeer, MI - 220 7,625 - 220 7,625 327 2011 2012 2323 Demille RoadLaPlata, MD(2) - 700 19,068 466 700 19,534 1,473 2011 1984 One Magnolia DriveLawrence, KS 3,704 250 8,716 - 250 8,716 340 2012 1996 3220 Peterson RoadLebanon, NH - 550 20,138 64 550 20,202 1,512 2011 1985 24 Old Etna RoadLecanto, FL - 200 6,900 - 200 6,900 1,802 2004 1986 2341 W. Norvell Bryant Hwy.Lee, MA - 290 18,135 926 290 19,061 6,105 2002 1998 600 & 620 Laurel St.Leicester, England - 6,897 30,240 (234) 4,110 32,793 872 2012 2010 307 London RoadLenoir, NC - 190 3,748 641 190 4,389 1,287 2003 1998 1145 Powell Rd., N.E.Leominster, MA - 530 6,201 25 530 6,226 547 2011 1966 44 Keystone DriveLewisburg, WV - 260 3,699 70 260 3,769 331 2011 1995 331 Holt LaneLexington, NC - 200 3,900 1,015 200 4,915 1,528 2002 1997 161 Young Dr.Libertyville, IL - 6,500 40,024 - 6,500 40,024 2,953 2011 2001 901 Florsheim DrLincoln, NE 4,964 390 13,807 - 390 13,807 1,329 2010 2000 7208 Van Dorn St.Linwood, NJ - 800 21,984 554 816 22,522 1,788 2010 1997 432 Central AveLitchfield, CT - 1,240 17,908 145 1,250 18,044 1,406 2010 1998 19 Constitution WayLittle Neck, NY - 3,350 38,461 607 3,355 39,063 3,035 2010 2000 55-15 Little Neck Pkwy.Loganville, GA - 1,430 22,912 292 1,430 23,204 861 2012 1997 690 Tommy Lee Fuller DriveLongview, TX - 610 5,520 - 610 5,520 980 2006 2007 311 E Hawkins PkwyLongwood, FL - 1,260 6,445 - 1,260 6,445 412 2011 2011 425 South Ronald Reagan BoulevardLouisville, KY - 490 10,010 - 490 10,010 3,003 2005 1978 4604 Lowe RdLouisville, KY - 430 7,135 163 430 7,298 2,669 2002 1974 2529 Six Mile LaneLouisville, KY - 350 4,675 133 350 4,808 1,789 2002 1975 1120 Cristland Rd.Lowell, MA - 1,070 13,481 103 1,070 13,584 1,091 2011 1975 841 Merrimack StreetLowell, MA - 680 3,378 30 680 3,408 335 2011 1969 30 Princeton BlvdLoxley, England - 1,840 21,049 - 1,840 21,049 510 2013 2008 Loxley RoadLutherville, MD - 1,100 19,786 1,579 1,100 21,365 1,548 2011 1988 515 Brightfield RoadMacungie, PA - 960 29,033 17 960 29,049 2,143 2011 1994 1718 Spring Creek RoadMahwah, NJ - - - 785 785 - - 2012 0 15 Edison RoadManahawkin, NJ - 1,020 20,361 122 1,020 20,483 1,559 2011 1994 1361 Route 72 WestManalapan, NJ - 900 22,624 95 900 22,719 1,393 2011 2001 445 Route 9 SouthManassas, VA - 750 7,446 530 750 7,976 2,090 2003 1996 8341 Barrett Dr.Mansfield, TX - 660 5,251 - 660 5,251 943 2006 2007 2281 Country Club DrManteca, CA 6,188 1,300 12,125 1,451 1,312 13,564 3,083 2005 1986 430 N. Union Rd.Marianna, FL - 340 8,910 - 340 8,910 1,822 2006 1997 2600 Forest Glenn Tr.Marietta, GA - 1,270 10,519 404 1,270 10,923 378 2012 1997 3039 Sandy Plains RoadMarlinton, WV - 270 8,430 11 270 8,441 657 2011 1987 Stillwell Road, Route 1Marmet, WV - 540 26,483 - 540 26,483 1,924 2011 1986 1 Sutphin DriveMartinsburg, WV - 340 17,180 50 340 17,230 1,261 2011 1987 2720 Charles Town RoadMartinsville, VA - 349 - - 349 - - 2003 0 Rolling Hills Rd. & US Hwy. 58Marysville, WA 4,585 620 4,780 329 620 5,109 1,404 2003 1998 9802 48th Dr. N.E.Matawan, NJ - 1,830 20,618 7 1,830 20,625 1,179 2011 1965 625 State Highway 34Matthews, NC - 560 4,738 - 560 4,738 1,432 2003 1998 2404 Plantation Center Dr.McHenry, IL - 1,576 - - 1,576 - - 2006 0 _McHenry, IL - 3,550 15,300 6,718 3,550 22,018 3,677 2006 2004 3300 Charles Miller Rd.McKinney, TX - 1,570 7,389 - 1,570 7,389 807 2009 2010 2701 Alma Rd.McMurray, PA - 1,440 15,805 1,894 1,440 17,699 988 2010 2011 240 Cedar Hill DrMelbourne, FL - 7,070 48,257 12,990 7,070 61,247 6,577 2007 2009 7300 Watersong LaneMelbourne, FL - 2,540 21,319 - 2,540 21,319 1,053 2010 2012 3260 N Harbor City BlvdMelville, NY - 4,280 73,283 1,111 4,282 74,392 5,700 2010 2001 70 Pinelawn RdMemphis, TN - 940 5,963 - 940 5,963 1,931 2004 1951 1150 Dovecrest Rd.Memphis, TN - 390 9,660 1,600 390 11,260 989 2010 1981 141 N. McLean Blvd.Mendham, NJ - 1,240 27,169 633 1,240 27,802 2,023 2011 1968 84 Cold Hill RoadMenomonee Falls, WI - 1,020 6,984 52 1,020 7,036 1,167 2006 2007 W128 N6900 Northfield DriveMercerville, NJ - 860 9,929 115 860 10,045 816 2011 1967 2240 White Horse- Merceville RoadMeriden, CT - 1,300 1,472 5 1,300 1,477 248 2011 1968 845 Paddock AveMerrillville, IN - 643 7,084 3,526 643 10,610 6,623 1997 1999 101 W. 87th Ave.Merrillville, IN - 1,080 3,413 - 1,080 3,413 341 2010 2011 300 W. 89th Ave.Mesa, AZ 6,111 950 9,087 713 950 9,800 3,499 1999 2000 7231 E. BroadwayMiddleburg Heights, OH - 960 7,780 - 960 7,780 1,945 2004 1998 15435 Bagley Rd. Middleton, WI - 420 4,006 600 420 4,606 1,349 2001 1991 6701 Stonefield Rd.Middletown, RI - 1,480 19,703 - 1,480 19,703 1,523 2011 1975 333 Green End AvenueMidland, MI - 200 11,025 58 200 11,083 898 2010 1994 2325 Rockwell DrMilford, DE - 400 7,816 40 400 7,855 629 2011 1997 500 South DuPont BoulevardMilford, DE - 680 19,216 58 680 19,274 1,477 2011 1905 700 Marvel RoadMill Creek, WA 28,882 10,150 60,274 614 10,179 60,859 11,315 2010 1998 14905 Bothell-Everett HwyMillersville, MD - 680 1,020 25 680 1,045 1,045 2011 1962 899 Cecil AvenueMillville, NJ - 840 29,944 104 840 30,048 2,252 2011 1986 54 Sharp StreetMissoula, MT - 550 7,490 377 550 7,867 1,719 2005 1998 3620 American WayMonclova, OH - 1,750 12,243 - 1,750 12,243 305 2011 2013 6935 Monclova RoadMonmouth Junction, NJ - 720 6,209 57 720 6,266 537 2011 1996 2 Deer Park DriveMonroe, NC - 470 3,681 648 470 4,329 1,302 2003 2001 918 Fitzgerald St.Monroe, NC - 310 4,799 857 310 5,656 1,603 2003 2000 919 Fitzgerald St.Monroe, NC - 450 4,021 114 450 4,135 1,241 2003 1997 1316 Patterson Ave.Monroe, WA - 2,560 34,460 304 2,584 34,741 4,963 2010 1994 15465 179th Ave. SEMonroe Twp, NJ - 1,160 13,193 75 1,160 13,268 1,084 2011 1996 292 Applegarth RoadMonteagle, TN - 310 3,318 - 310 3,318 1,177 2003 1980 218 Second St., N.E.Monterey, TN - - 4,195 410 - 4,605 2,744 2004 1977 410 W. Crawford Ave.Montville, NJ - 3,500 31,002 233 3,500 31,234 1,949 2011 1988 165 Changebridge Rd.Moorestown, NJ - 2,060 51,628 545 2,063 52,170 4,019 2010 2000 1205 N. Church StMorehead City, NC - 200 3,104 1,648 200 4,752 1,704 1999 1999 107 Bryan St.Morgantown, KY - 380 3,705 615 380 4,320 1,266 2003 1965 206 S. Warren St.Morgantown, WV - 190 15,633 20 190 15,653 831 2011 1997 161 Bakers Ridge RoadMorton Grove, IL - 1,900 19,374 59 1,900 19,432 1,092 2010 2011 5520 N. Lincoln Ave.Mount Airy, NC - 270 6,430 577 270 7,007 1,382 2005 1998 1000 Ridgecrest LaneMountain City, TN - 220 5,896 660 220 6,556 3,874 2001 1976 919 Medical Park Dr.Mt. Vernon, WA - 400 2,200 156 400 2,356 438 2006 2001 3807 East College WayMyrtle Beach, SC - 6,890 41,526 11,668 6,890 53,194 5,700 2007 2009 101 Brightwater Dr.Nacogdoches, TX - 390 5,754 - 390 5,754 1,013 2006 2007 5902 North StNaperville, IL - 3,470 29,547 - 3,470 29,547 2,222 2011 2001 504 North River RoadNaperville, IL - 1,550 12,237 - 1,550 12,237 - 2012 2013 1936 Brookdale RoadNaples, FL - 1,716 17,306 1,878 1,738 19,162 16,267 1997 1999 1710 S.W. Health Pkwy.Naples, FL - 550 5,450 - 550 5,450 1,530 2004 1968 2900 12th St. N.Nashville, TN - 4,910 29,590 - 4,910 29,590 4,360 2008 2007 15 Burton Hills BoulevardNashville, TN - 4,500 12,287 - 4,500 12,287 290 2011 2013 832 Wedgewood AveNaugatuck, CT - 1,200 15,826 176 1,200 16,002 1,229 2011 1980 4 Hazel AvenueNeedham, MA - 1,610 13,715 366 1,610 14,081 5,010 2002 1994 100 West St.Neenah, WI - 630 15,120 - 630 15,120 1,432 2010 1991 131 E. North Water St.New Braunfels, TX - 1,200 19,800 - 1,200 19,800 1,466 2011 2009 2294 East Common StreetNew Haven, IN - 176 3,524 - 176 3,524 1,175 2004 1981 1201 Daly Dr.New Moston, England - 1,989 5,882 - 1,989 5,882 68 2013 2010 90a BroadwayNewark, DE - 560 21,220 1,488 560 22,708 5,185 2004 1998 200 E. Village Rd.Newcastle Under Lyme, England - 1,492 7,598 - 1,492 7,598 84 2013 2010 Hempstalls LaneNewport, VT - 290 3,867 - 290 3,867 331 2011 1967 35 Bel-Aire DriveNorman, OK - 55 1,484 - 55 1,484 782 1995 1995 1701 Alameda Dr.Norman, OK 11,161 1,480 33,330 - 1,480 33,330 1,288 2012 1985 800 Canadian Trails DriveNorristown, PA - 1,200 19,488 1,762 1,200 21,250 1,521 2011 1995 1700 Pine StreetNorth Andover, MA - 950 21,817 54 950 21,870 1,645 2011 1977 140 Prescott StreetNorth Andover, MA - 1,070 17,341 1,303 1,070 18,644 1,403 2011 1990 1801 Turnpike StreetNorth Augusta, SC - 332 2,558 - 332 2,558 1,049 1999 1998 105 North Hills Dr.North Cape May, NJ - 600 22,266 36 600 22,302 1,669 2011 1995 700 Townbank RoadNorthampton, England - 6,961 23,306 - 6,961 23,306 267 2013 2011 Cliftonville RoadNuneaton, England - 4,467 12,068 - 4,467 12,068 133 2013 2011 132 Coventry RoadNuthall, England - 3,356 14,020 - 3,356 14,020 156 2013 2011 172 Nottingham RoadOak Hill, WV - 240 24,506 - 240 24,506 1,777 2011 1988 422 23rd StreetOak Hill, WV - 170 721 - 170 721 115 2011 1999 438 23rd StreetOcala, FL - 1,340 10,564 - 1,340 10,564 1,272 2008 2009 2650 SE 18TH AvenueOgden, UT - 360 6,700 699 360 7,399 1,734 2004 1998 1340 N. Washington Blv.Oklahoma City, OK - 590 7,513 - 590 7,513 1,139 2007 2008 13200 S. May AveOklahoma City, OK - 760 7,017 - 760 7,017 971 2007 2009 11320 N. Council RoadOlympia, WA 6,829 550 16,689 158 553 16,844 2,390 2010 1995 616 Lilly Rd. NEOmaha, NE - 370 10,230 - 370 10,230 1,003 2010 1998 11909 Miracle Hills Dr.Omaha, NE 4,274 380 8,864 - 380 8,864 902 2010 1999 5728 South 108th St.Oneonta, NY - 80 5,020 - 80 5,020 806 2007 1996 1846 County Highway 48Ormond Beach, FL - - 2,739 452 - 3,191 1,641 2002 1983 103 N. Clyde Morris Blvd.Orwigsburg, PA - 650 20,632 134 650 20,766 1,571 2011 1992 1000 Orwigsburg Manor DriveOshkosh, WI - 900 3,800 3,687 900 7,487 1,471 2006 2005 711 Bayshore DriveOshkosh, WI - 400 23,237 - 400 23,237 3,031 2007 2008 631 Hazel StreetOverland Park, KS - 1,120 8,360 - 1,120 8,360 2,014 2005 1970 7541 Switzer St.Overland Park, KS - 3,730 27,076 340 3,730 27,416 3,092 2008 2009 12000 Lamar AvenueOverland Park, KS - 4,500 29,105 7,295 4,500 36,400 3,075 2010 1988 6101 W 119th StOwasso, OK - 215 1,380 - 215 1,380 640 1996 1996 12807 E. 86th Place N.Owensboro, KY - 240 6,760 609 240 7,369 1,735 1993 1966 1614 W. Parrish Ave.Owensboro, KY - 225 13,275 - 225 13,275 3,300 2005 1964 1205 Leitchfield Rd.Owenton, KY - 100 2,400 - 100 2,400 733 2005 1979 905 Hwy. 127 N.Oxford, MI 11,500 1,430 15,791 - 1,430 15,791 1,359 2010 2001 701 Market StPalestine, TX - 180 4,320 1,300 180 5,620 1,046 2006 2005 1625 W. Spring St.Palm Coast, FL - 870 10,957 - 870 10,957 1,186 2008 2010 50 Town Ct.Panama City Beach, FL - 900 7,717 35 900 7,752 526 2011 2005 6012 Magnolia Beach RoadParis, TX - 490 5,452 - 490 5,452 2,604 2005 2006 750 N Collegiate DrParkersburg, WV - 390 21,288 643 390 21,931 1,599 2011 1979 723 Summers StreetParkville, MD - 1,350 16,071 274 1,350 16,345 1,265 2011 1980 8710 Emge RoadParkville, MD - 791 11,186 2 791 11,189 897 2011 1972 8720 Emge RoadParkville, MD - 1,100 11,768 - 1,100 11,768 934 2011 1972 1801 Wentworth RoadPasadena, TX 9,820 720 24,080 - 720 24,080 4,301 2007 2005 3434 Watters Rd.Paso Robles, CA - 1,770 8,630 693 1,770 9,323 2,919 2002 1998 1919 Creston Rd.Pawleys Island, SC - 2,020 32,590 6,272 2,020 38,862 7,617 2005 1997 120 Lakes at Litchfield Dr.Pella, IA - 870 6,716 89 870 6,805 237 2012 2002 2602 Fifield RoadPennington, NJ - 1,380 27,620 506 1,432 28,074 1,617 2011 2000 143 West Franklin AvenuePennsauken, NJ - 900 10,780 179 900 10,959 950 2011 1985 5101 North Park DrivePetoskey, MI 6,102 860 14,452 - 860 14,452 1,141 2011 1997 965 Hager DrPhiladelphia, PA - 2,700 25,709 333 2,700 26,041 1,983 2011 1976 184 Bethlehem PikePhiladelphia, PA - 2,930 10,433 3,373 2,930 13,806 1,050 2011 1952 1526 Lombard StreetPhiladelphia, PA - 540 11,239 65 540 11,304 837 2011 1965 8015 Lawndale AvenuePhiladelphia, PA - 1,810 16,898 32 1,810 16,931 1,424 2011 1972 650 Edison AvenuePhillipsburg, NJ - 800 21,175 193 800 21,368 1,644 2011 1992 290 Red School LanePhillipsburg, NJ - 300 8,114 38 300 8,151 627 2011 1905 843 Wilbur AvenuePigeon Forge, TN - 320 4,180 117 320 4,297 1,643 2001 1986 415 Cole Dr.Pinehurst, NC - 290 2,690 484 290 3,174 989 2003 1998 17 Regional Dr.Piqua, OH - 204 1,885 - 204 1,885 800 1997 1997 1744 W. High St.Pittsburgh, PA - 1,750 8,572 115 1,750 8,687 2,145 2005 1998 100 Knoedler Rd.Plainview, NY - 3,990 11,969 184 3,990 12,153 843 2011 1963 150 Sunnyside BlvdPlattsmouth, NE - 250 5,650 - 250 5,650 583 2010 1999 1913 E. Highway 34Plymouth, MI - 1,490 19,990 129 1,490 20,119 1,643 2010 1972 14707 Northville RdPort St. Joe, FL - 370 2,055 - 370 2,055 962 2004 1982 220 9th St.Port St. Lucie, FL - 8,700 47,230 4,878 8,700 52,108 4,975 2008 2010 10685 SW Stony Creek WayPost Falls, ID - 2,700 14,217 2,181 2,700 16,398 2,308 2007 2008 460 N. Garden Plaza Ct.Pottsville, PA - 950 26,964 202 950 27,166 2,076 2011 1990 1000 Schuylkill Manor RoadPrinceton, NJ - 1,730 30,888 1,007 1,775 31,850 1,857 2011 2001 155 Raymond RoadPuyallup, WA 11,445 1,150 20,776 201 1,156 20,971 3,125 2010 1985 123 Fourth Ave. NW Quakertown, PA - 1,040 25,389 72 1,040 25,461 1,906 2011 1977 1020 South Main StreetRaleigh, NC - 10,000 - - 10,000 - - 2008 0 St. Albans Drive and Camelot DriveRaleigh, NC 25,735 3,530 59,589 - 3,530 59,589 1,967 2012 2002 5301 Creedmoor RoadRaleigh, NC - 2,580 16,837 - 2,580 16,837 624 2012 1988 7900 Creedmoor RoadReading, PA - 980 19,906 102 980 20,008 1,520 2011 1994 5501 Perkiomen AveRed Bank, NJ - 1,050 21,275 123 1,050 21,398 1,312 2011 1997 One Hartford Dr.Rehoboth Beach, DE - 960 24,248 312 973 24,547 1,917 2010 1999 36101 Seaside BlvdReidsville, NC - 170 3,830 857 170 4,687 1,475 2002 1998 2931 Vance St.Reno, NV - 1,060 11,440 605 1,060 12,045 2,893 2004 1998 5165 Summit Ridge RoadRidgeland, MS - 520 7,675 427 520 8,102 2,144 2003 1997 410 Orchard ParkRidgely, TN - 300 5,700 97 300 5,797 2,039 2001 1990 117 N. Main St.Ridgewood, NJ - 1,350 16,170 479 1,350 16,650 1,233 2011 1971 330 Franklin TurnpikeRockledge, FL - 360 4,117 - 360 4,117 1,782 2001 1970 1775 Huntington LaneRockville, MD - - 16,398 10 - 16,408 758 2012 1986 9701 Medical Center DriveRockville, CT - 1,500 4,835 76 1,500 4,911 504 2011 1960 1253 Hartford TurnpikeRockville Centre, NY - 4,290 20,310 298 4,290 20,608 1,327 2011 2002 260 Maple AveRockwood, TN - 500 7,116 741 500 7,857 2,718 2001 1979 5580 Roane State Hwy.Rocky Hill, CT - 1,090 6,710 1,500 1,090 8,210 2,062 2003 1996 60 Cold Spring Rd.Rogersville, TN - 350 3,278 - 350 3,278 1,167 2003 1980 109 Hwy. 70 N.Rohnert Park, CA 13,710 6,500 18,700 1,498 6,546 20,152 4,417 2005 1986 4855 Snyder LaneRomeoville, IL - 1,895 - - 1,895 - - 2006 0 Grand Haven CircleRoswell, GA 7,883 1,107 9,627 793 1,114 10,413 7,142 1997 1999 655 Mansell Rd.Rugeley, England - 2,552 13,786 - 2,552 13,786 161 2013 2010 Horse FairRutland, VT - 1,190 23,655 87 1,190 23,743 1,809 2011 1968 9 Haywood AvenueSacramento, CA 10,295 940 14,781 96 952 14,865 2,214 2010 1978 6350 Riverside BlvdSaint Simons Island, GA - 6,440 50,060 1,502 6,440 51,562 7,118 2008 2007 136 Marsh's Edge LaneSalem, OR - 449 5,171 - 449 5,172 2,099 1999 1998 1355 Boone Rd. S.E.Salisbury, NC - 370 5,697 168 370 5,865 1,683 2003 1997 2201 Statesville Blvd.San Angelo, TX - 260 8,800 425 260 9,225 2,170 2004 1997 2695 Valleyview Blvd.San Antonio, TX - 6,120 28,169 2,124 6,120 30,293 1,831 2010 2011 2702 Cembalo BlvdSan Antonio, TX 10,608 560 7,315 - 560 7,315 2,478 2002 2000 5437 Eisenhaur Rd.San Antonio, TX 9,778 640 13,360 - 640 13,360 2,493 2007 2004 8503 Mystic ParkSan Ramon, CA 9,107 2,430 17,488 52 2,435 17,535 2,483 2010 1989 18888 Bollinger Canyon RdSanatoga, PA - 980 30,695 37 980 30,733 2,260 2011 1993 225 Evergreen RoadSand Springs, OK 6,711 910 19,654 - 910 19,654 773 2012 2002 4402 South 129th Avenue WestSarasota, FL - 475 3,175 - 475 3,175 1,548 1996 1995 8450 McIntosh Rd.Sarasota, FL - 600 3,400 - 600 3,400 1,064 2004 1982 4602 Northgate Ct.Sarasota, FL - 1,120 12,489 74 1,120 12,563 456 2012 1999 2290 Cattlemen RoadSarasota, FL - 950 8,825 244 950 9,069 321 2012 1998 3221 Fruitville RoadSarasota, FL - 880 9,854 65 880 9,919 375 2012 1990 3749 Sarasota Square BoulevardScituate, MA - 1,740 10,640 - 1,740 10,640 2,374 2005 1976 309 DriftwayScott Depot, WV - 350 6,876 58 350 6,934 553 2011 1995 5 Rolling MeadowsSeaford, DE - 720 14,029 53 720 14,082 1,129 2011 1977 1100 Norman Eskridge HighwaySeaford, DE - 830 7,995 1,547 830 9,542 358 2012 1992 715 East King StreetSeattle, WA 7,664 5,190 9,350 350 5,199 9,692 2,366 2010 1962 11501 15th Ave NESeattle, WA 7,322 3,420 15,555 138 3,420 15,693 2,539 2010 2000 2326 California Ave SWSeattle, WA 9,105 2,630 10,257 36 2,630 10,293 1,760 2010 2003 4611 35th Ave SWSeattle, WA 28,615 10,670 37,291 157 10,700 37,418 7,938 2010 2005 805 4th Ave NSelbyville, DE - 750 25,912 203 769 26,096 2,051 2010 2008 21111 Arrington DrSeven Fields, PA - 484 4,663 60 484 4,722 1,923 1999 1999 500 Seven Fields Blvd.Severna Park, MD(2) - 2,120 31,273 808 2,120 32,081 2,318 2011 1981 24 Truckhouse RoadShawnee, OK - 80 1,400 - 80 1,400 673 1996 1995 3947 KickapooSheboygan, WI - 80 5,320 3,774 80 9,094 1,382 2006 2006 4221 Kadlec Dr.Shelbyville, KY - 630 3,870 - 630 3,870 973 2005 1965 1871 Midland TrailShelton, WA - 530 17,049 137 530 17,186 713 2012 1989 900 W Alpine WayShepherdstown, WV - 250 13,806 14 250 13,819 1,021 2011 1990 80 Maddex DriveSherman, TX - 700 5,221 - 700 5,221 990 2005 2006 1011 E. Pecan Grove Rd.Shillington, PA - 1,020 19,569 956 1,020 20,525 1,515 2011 1964 500 E Philadelphia AveShrewsbury, NJ - 2,120 38,116 425 2,120 38,541 2,994 2010 2000 5 Meridian WaySilver Spring, MD - 1,250 7,278 268 1,250 7,547 349 2012 1952 2101 Fairland RoadSilver Spring, MD - 1,150 9,252 104 1,150 9,356 420 2012 1968 12325 New HampshireSilvis, IL - 880 16,420 - 880 16,420 1,470 2010 2005 1900 10th St.Sissonville, WV - 600 23,948 54 600 24,003 1,785 2011 1981 302 Cedar Ridge RoadSisterville, WV - 200 5,400 242 200 5,642 456 2011 1986 201 Wood StreetSmithfield, NC - 290 5,680 - 290 5,680 1,647 2003 1998 830 Berkshire Rd.Somerset, MA - 1,010 29,577 152 1,010 29,728 2,192 2011 1998 455 Brayton AvenueSonoma, CA 14,899 1,100 18,400 1,374 1,109 19,764 4,269 2005 1988 800 Oregon St.South Boston, MA - 385 2,002 5,218 385 7,220 2,989 1995 1961 804 E. Seventh St.South Pittsburg, TN - 430 5,628 - 430 5,628 1,724 2004 1979 201E. 10th St.Southbury, CT - 1,860 23,613 958 1,860 24,571 1,741 2011 2001 655 Main StSparks, NV - 3,700 46,526 - 3,700 46,526 5,594 2007 2009 275 Neighborhood WaySpartanburg, SC - 3,350 15,750 13,385 3,350 29,135 4,555 2005 1997 110 Summit Hills Dr.Spencer, WV - 190 8,810 28 190 8,838 677 2011 1988 825 Summit StreetSpring City, TN - 420 6,085 3,210 420 9,295 2,896 2001 1987 331 Hinch St.Spring House, PA - 900 10,780 199 900 10,979 884 2011 1900 905 Penllyn PikeSt. Charles, MD - 580 15,555 84 580 15,639 1,203 2011 1996 4140 Old Washington HighwaySt. Louis, MO - 1,890 12,165 131 1,890 12,297 1,043 2010 1963 6543 Chippewa StStanwood, WA - 2,260 28,474 277 2,283 28,728 4,391 2010 1998 7212 265th St NWStatesville, NC - 150 1,447 266 150 1,713 532 2003 1990 2441 E. Broad St.Statesville, NC - 310 6,183 8 310 6,191 1,735 2003 1996 2806 Peachtree PlaceStatesville, NC - 140 3,627 - 140 3,627 1,046 2003 1999 2814 Peachtree Rd.Stillwater, OK - 80 1,400 - 80 1,400 675 1995 1995 1616 McElroy Rd.Stockton, CA 2,963 2,280 5,983 285 2,372 6,176 1,093 2010 1988 6725 InglewoodSummit, NJ - 3,080 14,152 - 3,080 14,152 1,054 2011 2001 41 Springfield AvenueSuperior, WI - 1,020 13,735 - 1,020 13,735 380 2009 2010 1915 North 34th StreetSwanton, OH - 330 6,370 - 330 6,370 1,690 2004 1950 401 W. Airport Hwy.Takoma Park, MD - 1,300 10,136 - 1,300 10,136 467 2012 1962 7525 Carroll AvenueTexarkana, TX - 192 1,403 - 192 1,403 650 1996 1996 4204 Moores LaneThomasville, GA - 530 13,899 436 530 14,335 936 2011 2006 423 Covington AvenueTomball, TX - 1,050 13,300 671 1,050 13,971 998 2011 2001 1221 Graham DrToms River, NJ - 1,610 34,627 508 1,671 35,074 2,747 2010 2005 1587 Old Freehold RdTopeka, KS - 260 12,712 - 260 12,712 517 2012 2011 1931 Southwest Arvonia PlaceTowson, MD(2) - 1,180 13,280 194 1,180 13,475 1,048 2011 1973 7700 York RoadTroy, OH - 200 2,000 4,254 200 6,254 1,336 1997 1997 81 S. Stanfield Rd.Troy, OH - 470 16,730 - 470 16,730 4,273 2004 1971 512 Crescent DriveTrumbull, CT - 4,440 43,384 - 4,440 43,384 3,084 2011 2001 6949 Main StreetTucson, AZ - 930 13,399 - 930 13,399 3,077 2005 1985 6211 N. La Cholla Blvd.Tulsa, OK - 1,390 7,110 462 1,390 7,572 783 2010 1998 7220 S. Yale Ave.Tulsa, OK - 1,320 10,087 - 1,320 10,087 345 2011 2012 7902 South Mingo Road EastTyler, TX - 650 5,268 - 650 5,268 939 2006 2007 5550 Old Jacksonville Hwy.Uhrichsville, OH - 24 6,716 - 24 6,716 1,499 2006 1977 5166 Spanson Drive S.E.Uniontown, PA - 310 6,817 84 310 6,901 541 2011 1964 75 Hikle StreetVacaville, CA 14,097 900 17,100 1,417 900 18,517 4,050 2005 1987 799 Yellowstone Dr.Vallejo, CA 14,113 4,000 18,000 1,841 4,030 19,812 4,320 2005 1989 350 Locust Dr.Vallejo, CA 7,458 2,330 15,407 152 2,330 15,559 2,539 2010 1990 2261 TuolumneValley Falls, RI - 1,080 7,433 10 1,080 7,443 593 2011 1975 100 Chambers StreetValparaiso, IN - 112 2,558 - 112 2,558 907 2001 1998 2601 Valparaiso St.Valparaiso, IN - 108 2,962 - 108 2,962 1,028 2001 1999 2501 Valparaiso St.Vancouver, WA 11,826 1,820 19,042 99 1,821 19,140 2,895 2010 2006 10011 NE 118th AveVenice, FL - 500 6,000 - 500 6,000 1,654 2004 1987 1240 Pinebrook Rd. Venice, FL - 1,150 10,674 - 1,150 10,674 1,207 2008 2009 1600 Center Rd.Vero Beach, FL - 263 3,187 - 263 3,187 1,094 2001 1999 420 4th Ct.Vero Beach, FL - 297 3,263 - 297 3,263 1,131 2001 1996 410 4th Ct.Vero Beach, FL - 2,930 40,070 14,729 2,930 54,799 7,741 2007 2003 7955 16th ManorVoorhees, NJ - 1,800 37,299 559 1,800 37,858 2,854 2011 1965 2601 Evesham RoadVoorhees, NJ(2) - 1,900 26,040 893 1,900 26,934 2,014 2011 1985 3001 Evesham RoadVoorhees, NJ - 3,100 25,950 - 3,100 25,950 693 2011 2013 113 South Route 73Voorhees, NJ - 3,700 24,312 - 3,700 24,312 268 2012 2013 311 Route 73Waconia, MN - 890 14,726 4,334 890 19,060 1,049 2011 2005 500 Cherry StreetWake Forest, NC - 200 3,003 1,742 200 4,745 1,752 1998 1999 611 S. Brooks St.Walkersville, MD - 1,650 15,103 - 1,650 15,103 678 2012 1997 56 West Frederick StreetWall, NJ - 1,650 25,350 1,907 1,690 27,217 1,500 2011 2003 2021 Highway 35Wallingford, CT - 490 1,210 59 490 1,269 163 2011 1962 35 Marc DriveWareham, MA - 875 10,313 1,701 875 12,014 4,017 2002 1989 50 Indian Neck Rd.Warren, NJ - 2,000 30,810 209 2,000 31,019 1,879 2011 1999 274 King George RdWarwick, RI - 1,530 18,564 170 1,530 18,734 1,453 2011 1963 660 Commonwealth AvenueWatchung, NJ - 1,920 24,880 501 1,960 25,341 1,465 2011 2000 680 Mountain BoulevardWaukee, IA - 1,870 31,878 1,075 1,870 32,953 1,113 2012 2007 1650 SE Holiday Crest CircleWaukesha, WI - 1,100 14,910 - 1,100 14,910 1,608 2008 2009 400 Merrill Hills Rd.Waxahachie, TX - 650 5,763 - 650 5,763 886 2007 2008 1329 Brown St.Weatherford, TX - 660 5,261 - 660 5,261 945 2006 2007 1818 Martin DriveWebster, TX 9,344 360 5,940 - 360 5,940 2,004 2002 2000 17231 Mill ForestWebster, NY - 800 8,968 36 800 9,004 299 2012 2001 100 Kidd Castle WayWebster, NY - 1,300 21,127 9 1,300 21,136 675 2012 2001 200 Kidd Castle WayWebster Groves, MO - 1,790 15,425 - 1,790 15,425 547 2011 2012 45 E Lockwood AvenueWest Bend, WI - 620 17,790 - 620 17,790 944 2010 2011 2130 Continental DrWest Chester, PA - 1,350 29,237 122 1,350 29,359 2,218 2011 1974 800 West Miner StreetWest Chester, PA - 3,290 42,258 595 3,290 42,852 1,982 2012 2000 1615 East Boot RoadWest Chester, PA - 600 11,894 5 600 11,899 565 2012 2002 1615 East Boot RoadWest Orange, NJ - 2,280 10,687 182 2,280 10,869 913 2011 1963 20 Summit StreetWest Worthington, OH - 510 5,090 - 510 5,090 1,180 2006 1980 111 Lazelle Rd., E.Westerville, OH - 740 8,287 3,105 740 11,392 6,967 1998 2001 690 Cooper Rd.Westfield, NJ(2) - 2,270 16,589 497 2,270 17,086 1,401 2011 1970 1515 Lamberts Mill RoadWestford, MA - 920 13,829 206 920 14,034 1,096 2011 1993 3 Park DriveWestlake, OH - 1,330 17,926 - 1,330 17,926 6,076 2001 1985 27601 Westchester Pkwy.Westmoreland, TN - 330 1,822 2,640 330 4,462 1,629 2001 1994 1559 New Hwy. 52Weston Super Mare, England - 3,381 9,477 - 3,381 9,477 105 2013 2011 141b Milton RoadWhite Lake, MI 10,479 2,920 20,179 92 2,920 20,271 1,691 2010 2000 935 Union Lake RdWhittier, CA 11,228 4,470 22,151 301 4,483 22,439 4,848 2010 1988 13250 E Philadelphia StWichita, KS - 1,400 11,000 - 1,400 11,000 2,622 2006 1997 505 North Maize RoadWichita, KS - 1,760 19,007 - 1,760 19,007 966 2011 2012 10604 E 13th Street NorthWichita, KS 13,759 630 19,747 - 630 19,747 769 2012 2009 2050 North Webb RoadWilkes-Barre, PA - 610 13,842 119 610 13,961 1,094 2011 1986 440 North River StreetWilkes-Barre, PA - 570 2,301 44 570 2,345 288 2011 1992 300 Courtright StreetWillard, OH - 730 6,447 - 730 6,447 287 2011 2012 1100 Neal ZickWilliamsport, PA - 300 4,946 373 300 5,319 419 2011 1991 1251 Rural AvenueWilliamsport, PA - 620 8,487 438 620 8,925 737 2011 1988 1201 Rural AvenueWilliamstown, KY - 70 6,430 - 70 6,430 1,614 2005 1987 201 Kimberly LaneWillow Grove, PA - 1,300 14,736 109 1,300 14,845 1,213 2011 1905 1113 North Easton RoadWilmington, DE - 800 9,494 57 800 9,551 775 2011 1970 810 S Broom StreetWilmington, NC - 210 2,991 - 210 2,991 1,207 1999 1999 3501 Converse Dr.Windsor, CT - 2,250 8,539 1,842 2,250 10,382 820 2011 1969 One Emerson DriveWindsor, CT - 1,800 600 944 1,800 1,544 173 2011 1974 1 Emerson DriveWinston-Salem, NC - 360 2,514 459 360 2,973 892 2003 1996 2980 Reynolda Rd.Winston-Salem, NC - 5,700 13,550 21,096 5,700 34,646 4,962 2005 1997 2101 Homestead HillsWinter Garden, FL - 1,350 7,937 - 1,350 7,937 198 2012 2013 720 Roper RoadWitherwack, England - 1,268 9,290 - 1,268 9,290 103 2013 2009 Whitchurch roadWolverhampton, England - 2,113 8,972 - 2,113 8,972 101 2013 2011 378 Prestonwood RoadWorcester, MA - 3,500 54,099 - 3,500 54,099 5,793 2007 2009 101 Barry RoadWorcester, MA - 2,300 9,060 - 2,300 9,060 1,343 2008 1993 378 Plantation St.Wyncote, PA - 2,700 22,244 148 2,700 22,392 1,739 2011 1960 1245 Church RoadWyncote, PA - 1,610 21,256 214 1,610 21,470 1,590 2011 1962 8100 Washington LaneWyncote, PA - 900 7,811 32 900 7,843 606 2011 1889 240 Barker RoadZionsville, IN - 1,610 22,400 1,691 1,610 24,091 2,007 2010 2009 11755 N Michigan RdSeniors Housing Triple-Net Total$ 587,136 $ 781,397 $ 8,430,604 $ 428,753 $ 782,390 $ 8,858,364 $ 1,075,955 117 Health Care REIT, Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2013 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements Cost CapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressSeniors Housing Operating: Acton, MA$ - $ - $ 31,346 $ - $ - $ 31,346 $ 737 2013 2000 10 Devon DriveAgawam, MA 6,675 883 10,047 207 883 10,259 1,430 2011 1996 153 Cardinal Drive Albuquerque, NM 5,525 1,270 20,837 862 1,272 21,697 3,145 2010 1984 500 Paisano St NEAlhambra, CA 2,972 600 6,305 72 600 6,377 733 2011 1923 1118 N. Stoneman Ave.Altrincham, England - 5,685 29,221 - 5,685 29,221 2,556 2012 2009 295 Hale RoadArlington, TX 22,210 1,660 37,395 175 1,660 37,570 2,768 2012 2000 1250 West Pioneer ParkwayArnprior, ON 955 940 7,896 - 940 7,896 496 2013 1991 15 Arthur StreetAvon, CT 19,641 1,550 30,571 473 1,550 31,045 5,566 2011 1998 101 Bickford Extension Azusa, CA - 570 3,141 6,222 570 9,363 1,807 1998 1953 125 W. Sierra Madre Ave.Bagshot, England - 6,537 38,668 2,255 6,663 40,798 3,204 2012 2009 14 - 16 London RoadBanstead, England - 8,781 54,836 17,633 8,950 72,300 5,318 2012 2005 Croydon LaneBasking Ridge, NJ - 2,356 37,710 - 2,356 37,710 1,514 2013 2002 404 King George RoadBassett, England - 6,547 42,063 - 6,547 42,063 3,117 2013 2006 111 Burgess RoadBaton Rouge, LA 9,643 790 29,436 - 790 29,436 1,028 2013 2009 9351 Siegen LaneBeaconsfield, England - 7,473 68,201 - 7,473 68,201 4,788 2013 2009 30-34 Station RoadBeaconsfield, QC - 3,009 20,695 - 3,009 20,695 2,501 2013 2008 505 Elm AvenueBedford, NH - - - 33,000 2,520 30,480 - 2011 2012 5 Corporate DriveBellevue, WA - 2,800 19,004 - 2,800 19,004 1,867 2013 1998 15928 NE 8th StreetBelmont, CA - 3,000 23,526 482 3,000 24,007 3,293 2011 1971 1301 Ralston AvenueBelmont, CA - - 35,300 - - 35,300 1,433 2013 2002 1010 Alameda de Las PulgasBethesda, MD - - 45,309 - - 45,309 3,656 2013 2009 8300 Burdett RoadBirmingham, England - 4 28,024 - 4 28,024 2,077 2013 2006 5 Church Road, EdgbastonBlainville, QC - 2,689 11,199 - 2,689 11,199 1,694 2013 2008 50 des Chateaux BoulevardBloomfield Hills, MI - 2,000 35,662 - 2,000 35,662 1,253 2013 2009 6790 Telegraph RoadBorehamwood, England - 7,074 41,060 13,518 7,210 54,442 3,755 2012 2003 Edgwarebury LaneBoulder, CO - 2,994 27,458 - 2,994 27,458 2,188 2013 2003 3955 28th StreetBournemouth, England - 7,425 57,277 - 7,425 57,277 4,080 2013 2008 42 Belle Vue RoadBraintree, MA 21,729 - 41,290 - - 41,290 2,743 2013 2007 618 Granite StreetBrighton, MA 10,718 2,100 14,616 329 2,100 14,946 2,159 2011 1995 50 Sutherland Road Brookfield, CT 20,015 2,250 30,180 394 2,250 30,574 4,486 2011 1999 246A Federal Road Broomfield, CO - 4,140 44,547 - 4,140 44,547 1,692 2013 2009 400 Summit BlvdBuffalo Grove, IL - 2,850 49,129 139 2,850 49,268 3,309 2012 2003 500 McHenry RoadBurbank, CA - 4,940 43,466 172 4,940 43,638 3,339 2012 2002 455 E. Angeleno AvenueBurlington, ON 8,384 1,692 24,560 - 1,692 24,560 1,445 2013 1990 500 Appleby LineBurlington, MA 17,774 2,443 34,354 - 2,443 34,354 2,774 2013 2005 24 Mall RoadCalabasas, CA - - 6,438 - - 6,438 720 2013 1972 25100 Calabasas RoadCalgary, AB 17,663 2,928 48,408 - 2,928 48,408 2,706 2013 2003 20 Promenade Way SECalgary, AB 14,163 3,581 50,498 - 3,581 50,498 2,752 2013 1998 80 Edenwold Drive NWCalgary, AB 16,059 4,026 48,507 - 4,026 48,507 2,551 2013 1998 150 Scotia Landing NWCalgary, AB - 4,398 35,898 - 4,398 35,898 1,109 2013 1989 9229 16th Street SWCardiff, England - 4,277 16,353 - 4,277 16,353 1,699 2013 2007 127 Cyncoed RoadCardiff by the Sea, CA 41,115 5,880 64,711 211 5,880 64,923 7,116 2011 2009 3535 Manchester AvenueCarol Stream, IL - 1,730 55,048 545 1,730 55,593 3,502 2012 2001 545 Belmont LaneCary, NC - 740 45,240 - 740 45,240 1,627 2013 2009 1206 West Chatham StreetCenterville, MA - 1,300 27,357 322 1,300 27,679 3,140 2011 1998 22 Richardson RoadChesterfield, MO - 1,857 48,366 - 1,857 48,366 1,792 2013 2001 1880 Clarkson RoadChorleywood, England - 7,542 56,322 - 7,542 56,322 4,309 2013 2007 High View, Rickmansworth RoadChula Vista, CA - 2,072 22,163 - 2,072 22,163 1,666 2013 2003 3302 Bonita RoadCincinnati, OH - 2,060 109,388 2,744 2,060 112,132 9,867 2007 2010 5445 Kenwood RoadClaremont, CA - 2,430 9,928 - 2,430 9,928 622 2013 2001 2053 North Towne AvenueCohasset, MA - 2,485 26,147 - 2,485 26,147 2,076 2013 1998 125 King Street (Rt 3A)Colorado Springs, CO - 800 14,756 - 800 14,756 785 2013 2001 2105 University Park BoulevardConcord, NH 13,780 720 21,164 227 720 21,391 2,318 2011 2001 300 Pleasant Street Coquitlam, BC 14,541 3,948 31,181 - 3,948 31,181 1,607 2013 1990 1142 Dufferin StreetCosta Mesa, CA - 2,050 19,969 126 2,050 20,095 2,778 2011 1965 350 West Bay StCrystal Lake, IL - 875 12,461 - 875 12,461 756 2013 2001 751 E Terra Cotta AvenueDallas, TX - 1,080 9,655 188 1,080 9,842 1,188 2011 1997 3611 Dickason AvenueDanvers, MA 9,665 1,120 14,557 394 1,120 14,950 1,858 2011 2000 1 Veronica Drive Davenport, IA - 1,403 35,893 2,202 1,426 38,072 4,388 2006 2009 4500 Elmore Ave.Decatur, GA - 1,932 27,523 - 1,932 27,523 2,354 2013 1998 920 Clairemont AvenueDenver, CO 12,959 1,450 19,389 160 1,450 19,550 1,429 2012 1997 4901 South Monaco StreetDenver, CO - 2,910 35,838 269 2,910 36,107 2,535 2012 2007 8101 E Mississippi AvenueDix Hills, NY - 3,808 39,014 - 3,808 39,014 1,576 2013 2003 337 Deer Park RoadDollard-Des-Ormeaux, QC - 2,539 18,330 - 2,539 18,330 2,369 2013 2008 4377 St. Jean BlvdDresher, PA 7,476 1,900 10,664 - 1,900 10,664 713 2013 2006 1650 Susquehanna RoadDublin, OH 18,541 1,680 43,423 2,152 1,694 45,561 6,395 2010 1990 6470 Post RdEast Haven, CT 23,258 2,660 35,533 832 2,660 36,365 6,816 2011 2000 111 South Shore Drive East Meadow, NY - 69 45,991 - 69 45,991 1,887 2013 2002 1555 Glen Curtiss BoulevardEast Setauket, NY - 4,920 37,354 - 4,920 37,354 1,660 2013 2002 1 Sunrise DriveEastbourne, England - 5,552 44,549 - 5,552 44,549 3,178 2013 2008 6 Upper Kings DriveEdgewater, NJ - 4,561 25,047 - 4,561 25,047 1,256 2013 2000 351 River RoadEdison, NJ - 1,892 32,314 - 1,892 32,314 3,486 2013 1996 1801 Oak Tree RoadEdmonton, AB 13,083 1,936 36,132 - 1,936 36,132 1,980 2013 1999 103 Rabbit Hill Court NWEdmonton, AB 16,774 2,660 46,017 - 2,660 46,017 2,380 2013 1968 10015 103rd Avenue NWEncinitas, CA - 1,460 7,721 468 1,460 8,189 3,173 2000 1988 335 Saxony Rd.Encino, CA - 5,040 46,255 225 5,040 46,479 3,633 2012 2003 15451 Ventura BoulevardEscondido, CA 12,844 1,520 24,024 217 1,520 24,241 3,310 2011 1987 1500 Borden RdEsher, England - 7,740 64,204 - 7,740 64,204 4,237 2013 2006 42 Copsem LaneFairfax, VA - 19 2,678 - 19 2,678 409 2013 1991 9207 Arlington BoulevardFairfield, NJ - 3,120 43,868 - 3,120 43,868 3,237 2013 1998 47 Greenbrook RoadFlossmoor, IL - 1,292 9,496 - 1,292 9,496 758 2013 2000 19715 Governors HighwayFort Worth, TX - 2,080 27,888 335 2,080 28,223 2,352 2012 2001 2151 Green Oaks RoadFranklin, MA 14,390 2,430 30,597 - 2,430 30,597 833 2013 1999 4 Forge Hill RoadFullerton, CA 13,214 1,964 19,989 - 1,964 19,989 1,727 2013 2008 2226 North Euclid StreetGahanna, OH - 772 11,214 - 772 11,214 605 2013 1998 775 East Johnstown RoadGilbert, AZ 16,841 2,160 28,246 - 2,160 28,246 1,414 2013 2008 580 S. Gilbert RoadGilroy, CA - 760 13,880 24,013 1,520 37,133 6,005 2006 2007 7610 Isabella WayGlen Cove, NY - 4,594 35,236 - 4,594 35,236 3,159 2013 1998 39 Forest AvenueGlenview, IL - 2,090 69,288 218 2,090 69,505 4,611 2012 2001 2200 Golf RoadGolden Valley, MN 20,417 1,520 33,513 - 1,520 33,513 1,348 2013 2005 4950 Olson Memorial HighwayGross Pointe Woods, MI - 950 13,662 - 950 13,662 897 2013 2006 1850 Vernier RoadGrosse Pointe Woods, MI - 1,430 31,777 - 1,430 31,777 2,168 2013 2005 21260 Mack AvenueGuildford, England - 7,195 75,166 - 7,195 75,166 5,009 2013 2006 Astolat Way, PeasmarshGurnee, IL - 890 27,931 - 890 27,931 1,065 2013 2002 500 North Hunt Club RoadHamden, CT 15,651 1,460 24,093 503 1,460 24,596 3,693 2011 1999 35 Hamden Hills Drive Hampshire, England - 5,604 34,119 - 5,604 34,119 2,529 2013 2006 22-26 Church Road Henderson, NV - 880 29,809 69 880 29,879 2,477 2011 2009 1935 Paseo Verde ParkwayHenderson, NV 5,873 1,190 11,600 - 1,190 11,600 1,223 2013 2008 1555 West Horizon Ridge ParkwayHighland Park, IL 20,893 2,250 25,313 - 2,250 25,313 2,191 2013 2005 1601 Green Bay RoadHolbrook, NY - 3,957 35,337 - 3,957 35,337 1,560 2013 2001 320 Patchogue Holbrook RoadHouston, TX - 3,830 55,674 380 3,830 56,054 7,041 2012 1998 2929 West Holcombe BoulevardHouston, TX 18,224 1,040 31,965 571 1,040 32,536 2,884 2012 1999 505 Bering DriveHouston, TX 7,942 960 27,598 430 960 28,028 3,365 2011 1995 10225 Cypresswood DrHuntington Beach, CA - 3,808 31,172 - 3,808 31,172 3,003 2013 2004 7401 Yorktown AvenueIrving, TX - 1,030 6,823 696 1,030 7,519 1,194 2007 1999 8855 West Valley Ranch ParkwayJohns Creek, GA - 1,580 23,285 - 1,580 23,285 1,072 2013 2009 11405 Medlock Bridge RoadKanata, ON - 2,132 39,336 - 2,132 39,336 3,487 2012 2005 70 Stonehaven DriveKansas City, MO 5,554 1,820 34,898 2,181 1,836 37,062 5,138 2010 1980 12100 Wornall RoadKansas City, MO 6,790 1,930 39,997 1,335 1,954 41,308 6,576 2010 1986 6500 North Cosby AveKelowna, BC 8,214 3,478 15,810 - 3,478 15,810 1,028 2013 1999 863 Leon AvenueKennebunk, ME - 2,700 30,204 - 2,700 30,204 1,632 2013 2006 One Huntington Common DriveKingwood, TX 3,176 480 9,777 166 480 9,943 1,194 2011 1999 22955 Eastex FreewayKirkland, WA 24,600 3,450 38,709 267 3,450 38,975 3,883 2011 2009 201 Kirkland AvenueKitchener, ON - 823 3,249 - 823 3,249 391 2013 1979 164 - 168 Ferfus AvenueKitchener, ON - 1,382 15,380 - 1,382 15,380 946 2013 1988 20 Fieldgate StreetKitchener, ON - 1,415 10,478 - 1,415 10,478 895 2013 1964 290 Queen Street SouthLa Palma, CA - 2,950 16,591 - 2,950 16,591 1,405 2013 2003 5321 La Palma AvenueLafayette Hill, PA - 1,750 11,848 - 1,750 11,848 1,559 2013 1998 429 Ridge PikeLawrenceville, GA 16,444 1,500 29,003 - 1,500 29,003 2,130 2013 2008 1375 Webb Gin House RoadLeawood, KS 16,142 2,490 32,493 344 5,610 29,718 2,477 2012 1999 4400 West 115th StreetLenexa, KS 10,085 826 26,251 - 826 26,251 1,029 2013 2006 15055 West 87th Street ParkwayLincroft, NJ - 9 19,958 - 9 19,958 948 2013 2002 734 Newman Springs RoadLombard, IL 17,429 2,130 59,943 - 2,130 59,943 1,775 2013 2009 2210 Fountain Square DrLos Angeles, CA - - 11,430 707 - 12,137 1,376 2008 1971 330 North Hayworth AvenueLos Angeles, CA 66,649 - 114,438 355 - 114,793 13,772 2011 2009 10475 Wilshire BoulevardLos Angeles, CA - 3,540 19,007 224 3,540 19,230 1,664 2012 2001 2051 N. Highland AvenueLouisville, KY - 2,420 20,816 217 2,420 21,033 1,738 2012 1999 4600 Bowling BoulevardLouisville, KY 11,523 1,600 20,326 - 1,600 20,326 988 2013 2010 6700 Overlook DriveLynnfield, MA 17,453 3,165 45,200 - 3,165 45,200 3,324 2013 2006 55 Salem StreetMalvern, PA - 1,651 17,194 - 1,651 17,194 1,799 2013 1998 324 Lancaster AvenueMansfield, MA 28,807 3,320 57,011 1,220 3,320 58,230 9,064 2011 1998 25 Cobb Street Markham, ON 22,788 4,762 61,686 - 4,762 61,686 3,081 2013 1981 7700 Bayview AvenueMarlboro, NJ - 2,222 14,888 - 2,222 14,888 882 2013 2002 3A South Main StreetMemphis, TN - 1,800 17,744 227 1,800 17,971 2,713 2012 1999 6605 Quail Hollow RoadMeriden, CT 9,540 1,500 14,874 357 1,500 15,231 3,130 2011 2001 511 Kensington Avenue Metairie, LA 13,661 725 27,708 - 725 27,708 1,192 2013 2009 3732 West Esplanade Ave. SMiddletown, CT 15,713 1,430 24,242 295 1,430 24,537 3,905 2011 1999 645 Saybrook RoadMiddletown, RI 16,711 2,480 24,628 565 2,480 25,193 3,834 2011 1998 303 Valley Road Milford, CT 11,722 3,210 17,364 618 3,210 17,982 2,956 2011 1999 77 Plains Road Minnetonka, MN 14,705 2,080 24,360 241 2,080 24,601 1,869 2012 1999 500 Carlson ParkwayMinnetonka, MN 16,799 920 29,344 - 920 29,344 1,092 2013 2006 18605 Old Excelsior Blvd.Mississauga, ON 2,283 2,073 24,443 - 2,073 24,443 1,306 2013 1984 1130 Bough Beeches BoulevardMississauga, ON - 1,121 5,308 - 1,121 5,308 490 2013 1978 3051 Constitution BoulevardMobberley, England - 6,912 35,130 - 6,912 35,130 3,007 2013 2007 Barclay Park, Hall LaneMonterey, CA - 6,440 29,101 - 6,440 29,101 2,388 2013 2009 1110 Cass St.Montgomery Village, MD - 3,530 18,246 - 3,530 18,246 1,284 2013 1993 19310 Club House RoadMoose Jaw, SK 3,881 754 16,240 - 754 16,240 865 2013 2001 425 4th Avenue NWMystic, CT 11,722 1,400 18,274 429 1,400 18,702 2,521 2011 2001 20 Academy Lane MysticNaperville, IL - 1,540 28,204 - 1,540 28,204 1,205 2013 2002 535 West Ogden AvenueNashville, TN - 3,900 35,788 266 3,900 36,054 4,922 2012 1999 4206 Stammer PlaceNewton, MA 28,433 2,250 43,614 211 2,250 43,826 5,640 2011 1996 2300 Washington StreetNewton, MA 16,467 2,500 30,681 1,400 2,500 32,081 4,533 2011 1996 280 Newtonville Avenue Newton, MA - 3,360 25,099 552 3,360 25,651 3,977 2011 1994 430 Centre StreetNewtown Square, PA - 1,930 14,420 - 1,930 14,420 1,677 2013 2004 333 S. Newtown Street Rd.Niantic, CT - 1,320 25,986 368 1,320 26,354 3,042 2011 2001 417 Main StreetNorth Andover, MA 23,071 1,960 34,976 393 1,960 35,369 4,817 2011 1995 700 Chickering Road North Chelmsford, MA 12,159 880 18,478 465 880 18,944 2,166 2011 1998 2 Technology Drive North Tustin, CA - 2,880 18,059 - 2,880 18,059 859 2013 2000 12291 Newport AvenueOak Park, IL - 1,250 40,383 163 1,250 40,546 2,707 2012 2004 1035 Madison StreetOakland, CA - 3,877 47,508 - 3,877 47,508 3,862 2013 1999 11889 Skyline BoulevardOakton, VA - 2,250 37,576 - 2,250 37,576 2,846 2013 1997 2863 Hunter Mill RoadOakville, ON 2,195 1,622 8,357 - 1,622 8,357 727 2013 1982 289 and 299 Randall StreetOakville, ON 14,289 2,750 37,613 - 2,750 37,613 1,988 2013 1994 25 Lakeshore Road WestOakville, ON 7,424 1,656 17,217 - 1,656 17,217 1,007 2013 1988 345 Church StreetOceanside, CA 12,951 2,160 18,352 466 2,160 18,818 2,841 2011 2005 3500 Lake BoulevardOshawa, ON 4,562 1,086 10,205 - 1,086 10,205 701 2013 1991 649 King Street EastOttawa, ON 4,083 895 4,998 - 895 4,998 491 2013 1995 1345 Ogilvie RoadOttawa, ON - 818 2,165 - 818 2,165 369 2013 1993 370 Kennedy LaneOttawa, ON 14,990 3,654 34,247 - 3,654 34,247 2,068 2013 1998 43 Aylmer AvenueOttawa, ON 6,653 1,438 12,432 - 1,438 12,432 878 2013 1998 1351 Hunt Club RoadOttawa, ON 4,935 959 9,029 - 959 9,029 722 2013 1999 140 Darlington PrivateOverland Park, KS 3,592 1,540 16,269 151 1,670 16,290 1,332 2012 1998 9201 FosterPalo Alto, CA 17,405 - 39,639 - - 39,639 1,659 2013 2007 2701 El Camino RealParamus, NJ - 2,840 35,728 - 2,840 35,728 2,526 2013 1998 567 Paramus RoadPembroke, ON - 2,437 12,966 - 2,437 12,966 1,107 2012 1999 1111 Pembroke Street WestPittsburgh, PA - 1,580 18,017 - 1,580 18,017 1,059 2013 2009 900 Lincoln Club Dr.Plainview, NY - 3,066 19,901 - 3,066 19,901 1,029 2013 2001 1231 Old Country RoadPlano, TX 4,228 840 8,538 485 840 9,023 1,299 2011 1996 5521 Village Creek DrPlano, TX 29,699 3,120 59,950 - 3,120 59,950 2,272 2013 2006 4800 West Parker RoadPlaya Vista, CA - 1,580 40,531 - 1,580 40,531 3,258 2013 2006 5555 Playa Vista DriveProvidence, RI - 2,600 27,546 753 2,600 28,299 5,631 2011 1998 700 Smith StreetPurley, England - 9,676 35,251 11,244 9,872 46,299 3,973 2012 2005 21 Russell Hill RoadQuincy, MA - 1,350 12,584 387 1,350 12,971 1,878 2011 1998 2003 Falls BoulevardRancho Cucamonga, CA - 1,480 10,055 - 1,480 10,055 650 2013 2001 9519 Baseline RoadRancho Palos Verdes, CA - 5,450 60,034 272 5,450 60,305 4,434 2012 2004 5701 Crestridge RoadRandolph, NJ 17,228 1,540 46,934 - 1,540 46,934 3,305 2013 2006 648 Route 10 WestRedondo Beach, CA - - 9,557 61 - 9,618 2,299 2011 1957 514 North Prospect AveRegina, SK 9,797 1,932 26,372 - 1,932 26,372 1,248 2013 1999 3651 Albert StreetRegina, SK 9,352 1,608 26,330 - 1,608 26,330 1,200 2013 2004 3105 Hillsdale StreetRenton, WA 22,270 3,080 51,824 132 3,080 51,957 5,194 2011 2007 104 Burnett Avenue SouthRocky Hill, CT 10,600 810 16,351 195 810 16,547 2,106 2011 2000 1160 Elm StreetRomeoville, IL - 854 12,646 58,656 6,140 66,016 6,892 2006 2010 605 S Edward Dr.Roseville, MN - 1,540 35,877 - 1,540 35,877 1,444 2013 2002 2555 Snelling Avenue, NorthRoswell, GA - 2,080 6,486 139 2,380 6,325 645 2012 1997 75 Magnolia StreetSacramento, CA - 1,300 23,394 - 1,300 23,394 1,647 2013 2004 345 Munroe StreetSalem, NH 21,263 980 32,721 317 980 33,038 3,823 2011 2000 242 Main StreetSalt Lake City, UT - 1,360 19,691 273 1,360 19,964 3,828 2011 1986 1430 E. 4500 S.San Diego, CA - 4,200 30,707 43 4,200 30,750 1,665 2011 2011 2567 Second AvenueSan Diego, CA - 5,810 63,078 242 5,810 63,320 8,478 2012 2001 13075 Evening Creek Drive SSan Diego, CA - 3,000 27,164 - 3,000 27,164 1,725 2013 2003 810 Turquoise StreetSan Gabriel, CA - 3,120 15,566 - 3,120 15,566 1,395 2013 2005 8332 Huntington DriveSan Jose, CA - 2,850 35,098 78 2,850 35,176 3,469 2011 2009 1420 Curvi DriveSan Jose, CA - 3,280 46,823 222 3,280 47,045 3,677 2012 2002 500 S Winchester BoulevardSan Juan Capistrano, CA - 1,390 6,942 192 1,390 7,134 2,511 2000 2001 30311 Camino CapistranoSandy Springs, GA - 2,214 8,360 160 2,220 8,513 1,235 2012 1997 5455 Glenridge Drive NESanta Maria, CA - 6,050 50,658 350 6,050 51,008 7,107 2011 2001 1220 Suey Road Santa Monica, CA 20,653 5,250 28,340 - 5,250 28,340 1,377 2013 2004 1312 15th StreetSaskatoon, SK 6,044 1,274 19,207 - 1,274 19,207 968 2013 1999 220 24th Street EastSaskatoon, SK 13,846 1,797 21,579 - 1,797 21,579 847 2013 2004 1622 Acadia DriveSchaumburg, IL - 2,460 22,863 - 2,460 22,863 1,143 2013 2001 790 North Plum Grove RoadScottsdale, AZ - 2,500 3,890 934 2,500 4,824 732 2008 1998 9410 East Thunderbird RoadSeal Beach, CA - 6,204 72,954 - 6,204 72,954 5,771 2013 2004 3850 Lampson AvenueSeatlle, WA 48,540 6,790 85,369 688 6,790 86,057 8,826 2011 2009 5300 24th Avenue NESevenoaks, England - 8,131 51,963 2,984 8,287 54,790 4,506 2012 2009 64 - 70 Westerham RoadShelburne, VT 20,203 720 31,041 328 720 31,369 3,355 2011 1988 687 Harbor RoadShelby Township, MI 17,059 1,040 26,344 - 1,040 26,344 1,167 2013 2006 46471 Hayes RoadSidcup, England - 9,773 56,163 17,547 9,961 73,522 5,429 2012 2000 Frognal AvenueSimi Valley, CA - 3,200 16,664 - 3,200 16,664 903 2013 2009 190 Tierra Rejada RoadSolihull, England - 6,667 55,336 3,380 6,809 58,574 3,684 2012 2009 1270 Warwick RoadSolihull, England - 4,767 34,466 - 4,767 34,466 2,784 2013 2007 1 Worcester WaySonning, England - 7,552 56,227 - 7,552 56,227 4,168 2013 2009 Old Bath Rd.South Windsor, CT - 3,000 29,295 626 3,000 29,921 4,834 2011 1999 432 Buckland RoadSpokane, WA - 3,200 25,064 - 3,200 25,064 1,572 2013 2001 3117 E. Chaser LaneSpokane, WA - 2,580 25,342 - 2,580 25,342 1,500 2013 1999 1110 E. Westview Ct.Stittsville, ON 6,704 1,529 17,762 - 1,529 17,762 1,014 2013 1996 1340 - 1354 Main StreetStockport, England - 5,868 33,028 - 5,868 33,028 2,679 2013 2008 1 Dairyground RoadStudio City, CA - 4,006 25,307 - 4,006 25,307 2,529 2013 2004 4610 Coldwater Canyon AvenueSugar Land, TX 5,623 960 31,423 1,079 960 32,501 4,351 2011 1996 1221 Seventh StSun City West, AZ 12,687 1,250 21,778 60 1,250 21,838 1,638 2012 1998 13810 West Sandridge DriveSunnyvale, CA - 5,420 41,682 139 5,420 41,821 3,339 2012 2002 1039 East El Camino RealSurrey, BC 9,952 4,686 29,265 - 4,686 29,265 1,725 2013 2000 16028 83rd AvenueSurrey, BC 4,914 5,923 27,210 - 5,923 27,210 1,829 2013 1987 15501 16th AvenueSuwanee, GA - 1,560 11,538 169 1,560 11,707 1,408 2012 2000 4315 Johns Creek ParkwaySwift Current, SK 3,450 620 12,034 - 620 12,034 600 2013 2001 301 Macoun DriveTacoma, WA 18,960 2,400 35,053 92 2,400 35,145 3,523 2011 2008 7290 Rosemount CircleThe Woodlands, TX 2,551 480 12,379 124 480 12,503 1,525 2011 1999 7950 Bay Branch DrToledo, OH 16,055 2,040 47,129 668 2,043 47,795 7,991 2010 1985 3501 Executive ParkwayToronto, ON 2,190 1,340 7,087 - 1,340 7,087 474 2013 1982 25 Centennial Park RoadToronto, ON 11,732 3,257 26,348 - 3,257 26,348 868 2013 2002 305 Balliol StreetToronto, ON 25,307 4,033 39,031 - 4,033 39,031 1,961 2013 1973 1055 and 1057 Don Mills RoadToronto, ON 1,764 1,767 2,730 - 1,767 2,730 589 2013 1985 3705 Bathurst StreetToronto, ON 2,861 1,851 3,785 - 1,851 3,785 550 2013 1987 1340 York Mills RoadToronto, ON 44,601 6,523 70,824 - 6,523 70,824 3,327 2013 1988 8 The Donway EastTrumbull, CT 25,066 2,850 37,685 590 2,850 38,275 5,936 2011 1998 2750 Reservoir Avenue Tucson, AZ 4,777 830 6,179 995 830 7,174 466 2012 1997 5660 N. Kolb RoadTulsa, OK 6,251 1,330 21,285 542 1,330 21,827 3,270 2010 1986 8887 South Lewis AveTulsa, OK 8,169 1,500 20,861 750 1,500 21,611 3,528 2010 1984 9524 East 71st StTustin, CA 6,924 840 15,299 73 840 15,372 1,684 2011 1965 240 East 3rd StUpper St Claire, PA - 1,102 13,455 - 1,102 13,455 1,575 2013 2005 500 Village DriveVankleek Hill, ON 1,681 472 5,097 - 472 5,097 380 2013 1987 48 Wall StreetVictoria, BC - 3,478 18,180 - 3,478 18,180 1,667 2012 2002 2638 Ross LaneVictoria, BC 10,420 3,713 22,972 - 3,713 22,972 1,709 2013 1974 3000 Shelbourne StreetVictoria, BC 9,607 4,754 19,351 - 4,754 19,351 1,132 2013 1988 3051 Shelbourne StreetVirginia Water, England - 7,106 29,937 9,507 7,243 39,307 3,319 2012 2002 Christ Church RoadWalnut Creek, CA - 3,700 12,467 - 3,700 12,467 1,598 2013 1998 2175 Ygnacio Valley RoadWarwick, RI 16,212 2,400 24,635 726 2,400 25,361 4,754 2011 1998 75 Minnesota Avenue Washington, DC 33,263 4,000 69,154 - 4,000 69,154 2,669 2013 2004 5111 Connecticut Avenue NWWaterbury, CT 25,128 2,460 39,547 589 2,460 40,135 9,141 2011 1998 180 Scott Road Wayland, MA - 1,207 27,462 - 1,207 27,462 2,226 2013 1997 285 Commonwealth RoadWest Babylon, NY - 3,960 47,085 - 3,960 47,085 1,740 2013 2003 580 Montauk HighwayWest Bloomfield, MI - 1,040 12,300 - 1,040 12,300 657 2013 2000 7005 Pontiac TrailWest Hills, CA - 2,600 7,521 - 2,600 7,521 603 2013 2002 9012 Topanga Canyon RoadWest Vancouver, BC 12,537 9,128 32,217 - 9,128 32,217 2,189 2013 1987 2095 Marine DriveWestbourne, England - 7,297 54,745 - 7,297 54,745 3,986 2013 2006 16-18 Poole RoadWeston, MA - 1,160 6,200 - 1,160 6,200 350 2013 1998 135 North AvenueWeybridge, England - 10,574 63,972 - 10,574 63,972 4,802 2013 2008 Ellesmere RoadWhite Oak, MD - 2,304 24,768 - 2,304 24,768 1,152 2013 2002 11621 New Hampshire AvenueWilbraham, MA 11,348 660 17,639 292 660 17,930 2,270 2011 2000 2387 Boston Road Wilmington, DE - 1,040 23,338 - 1,040 23,338 1,966 2013 2004 2215 Shipley StreetWinchester, England - 7,887 37,873 2,283 8,047 39,996 3,065 2012 2010 Stockbridge RoadWinnipeg, MB 18,550 2,519 49,216 - 2,519 49,216 2,517 2013 1999 857 Wilkes AvenueWinnipeg, MB 10,834 1,653 27,401 - 1,653 27,401 1,440 2013 1988 3161 Grant AvenueWolverhampton, England - 3,945 11,350 - 3,945 11,350 1,600 2013 2008 73 Wergs RoadWoodbridge, CT - 1,370 14,219 563 1,370 14,782 3,221 2011 1998 21 Bradley RoadWoodland Hills, CA - 3,400 20,478 - 3,400 20,478 2,195 2013 2005 20461 Ventura BoulevardWorcester, MA 14,217 1,140 21,664 482 1,140 22,146 2,770 2011 1999 340 May Street Yarmouth, ME 17,708 450 27,711 336 450 28,046 3,245 2011 1999 27 Forest Falls DriveYonkers, NY - 3,962 50,107 - 3,962 50,107 3,688 2013 2005 65 Crisfield StreetYorkton, SK 4,682 599 11,233 - 599 11,233 681 2013 2001 94 Russell DriveSeniors Housing OperatingTotal$ 1,714,714 $ 738,098 $ 8,145,281 $ 249,360 $ 751,712 $ 8,381,027 $ 715,534 128 Health Care REIT, Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2013 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements CostCapitalizedSubsequenttoAcquisition Land Building &Improvements AccumulatedDepreciation(1) Year Acquired YearBuilt AddressMedical Facilities: Akron, OH$ - $ 300 $ 20,200 $ - $ 300 $ 20,200 $ 2,113 2009 2008 200 E. Market St.Akron, OH - 821 12,079 - 821 12,079 603 2012 2010 701 White Pond DriveAllen, TX 12,082 724 14,511 - 726 14,509 2,302 2012 2006 1105 N Central ExpresswayAlpharetta, GA - 1,700 162 - 1,862 - - 2011 0 940 North Point ParkwayAlpharetta, GA - 233 18,205 1,041 773 18,706 2,035 2011 1993 3400-A Old Milton ParkwayAlpharetta, GA - 498 32,729 3,503 1,769 34,960 4,991 2011 1999 3400-C Old Milton ParkwayAlpharetta, GA - 417 14,406 254 476 14,602 1,868 2011 2003 11975 Morris RoadAlpharetta, GA - 628 16,063 947 548 17,090 2,255 2011 2007 3300 Old Milton ParkwayArcadia, CA - 5,408 23,219 2,312 5,618 25,321 6,039 2006 1984 301 W. Huntington DriveAtlanta, GA - 4,931 18,720 3,297 5,301 21,647 6,364 2006 1991 755 Mt. Vernon Hwy.Atlanta, GA 17,637 1,945 23,437 681 1,947 24,115 1,821 2012 1984 975 Johnson Ferry RoadAtlanta, GA 26,426 - 42,468 528 - 42,996 4,645 2012 2006 5670 Peachtree-Dunwoody RoadBartlett, TN 8,060 187 15,015 1,408 187 16,423 4,061 2007 2004 2996 Kate Bond Rd.Bellaire, TX - 4,551 46,105 - 4,551 46,105 9,190 2006 2005 5410 W. Loop S.Bellaire, TX - 2,972 33,445 2,026 2,972 35,471 8,097 2006 2005 5420 W. Loop S.Bellevue, NE - 4,500 109,719 - 4,500 109,719 9,849 2008 2010 2500 Bellevue Medical Center DrBellevue, NE - - 15,833 868 - 16,701 2,155 2010 2010 2510 Bellevue Medical Center DriveBellingham, MA - 9,270 - - 9,270 - - 2007 0 Maple Street and High StreetBirmingham, AL - 52 9,950 230 52 10,181 2,507 2006 1971 801 Princeton Avenue SWBirmingham, AL - 124 12,238 112 124 12,350 2,961 2006 1985 817 Princeton Avenue SWBirmingham, AL - 476 18,994 717 476 19,712 4,454 2006 1989 833 Princeton Avenue SWBoardman, OH - 1,200 12,800 - 1,200 12,800 2,154 2008 2008 8049 South Ave.Boardman, OH - 80 11,787 368 80 12,155 1,850 2010 2007 8423 Market StBoca Raton, FL - 109 34,002 2,249 214 36,146 8,723 2006 1995 9970 S. Central Park Blvd.Boca Raton, FL - 31 11,659 510 31 12,168 737 2012 1993 9960 S. Central Park BoulevardBoerne, TX - 50 13,317 1 50 13,318 1,658 2011 2007 134 Menger Springs RoadBowling Green, KY - 3,800 26,700 149 3,800 26,849 3,738 2008 1992 1300 Campbell LaneBoynton Beach, FL - 2,048 7,692 423 2,048 8,115 2,436 2006 1995 8188 Jog Rd.Boynton Beach, FL - 2,048 7,403 1,058 2,048 8,461 2,208 2006 1997 8200 Jog RoadBoynton Beach, FL 5,789 214 5,611 7,390 117 13,098 3,063 2007 1996 10075 Jog Rd.Boynton Beach, FL 26,276 13,303 39,981 - 13,303 39,981 640 2013 1995 10301 Hagen Ranch RoadBridgeton, MO - - 30,221 278 - 30,499 1,525 2011 2011 12380 DePaul DriveBridgeton, MO 11,025 450 21,221 21 450 21,242 3,171 2010 2006 12266 DePaul DrBurleson, TX - 10 11,619 251 10 11,869 1,366 2011 2007 12001 South FreewayCarmel, IN - 2,280 18,820 338 2,280 19,158 3,049 2011 2005 12188-A North Meridian StreetCarmel, IN - 2,152 18,591 2,837 2,026 21,554 4,826 2011 2007 12188-B North Meridian StreetCedar Grove, WI - 113 618 - 113 618 87 2010 1986 313 S. Main St.Cincinnati, OH - - 16,317 - - 16,317 61 2012 2013 3301 Mercy West BoulevardClaremore, OK 8,006 132 12,829 302 132 13,131 3,400 2007 2005 1501 N. Florence Ave.Clarkson Valley, MO - - 35,592 - - 35,592 5,278 2009 2010 15945 Clayton RdColumbia, MD - 2,258 18,861 483 2,291 19,311 982 2012 2002 10700 Charter DriveColumbus, OH - 415 6,764 279 415 7,043 698 2012 1994 750 Mt. Carmel MallCoral Springs, FL - 1,598 10,627 1,255 1,636 11,844 3,633 2006 1992 1725 N. University Dr.Dade City, FL - 1,211 5,511 - 1,211 5,511 481 2011 1998 13413 US Hwy 301Dallas, TX 14,595 137 28,690 1,761 137 30,451 7,508 2006 1995 9330 Poppy Dr.Dallas, TX 28,450 462 53,963 157 462 54,120 3,951 2012 2004 7115 Greenville AvenueDayton, OH - 730 6,515 362 730 6,878 934 2011 1988 1530 Needmore RoadDeerfield Beach, FL - 2,408 7,482 328 2,408 7,809 1,331 2011 2001 1192 East Newport Center DriveDelray Beach, FL - 1,882 34,767 5,347 2,064 39,932 11,089 2006 1985 5130-5150 Linton Blvd.Denton, TX 11,810 - 19,407 631 - 20,038 4,248 2007 2005 2900 North I-35Durham, NC - 1,212 22,858 - 1,212 22,858 - 2013 2012 1823 Hillandale RoadEdina, MN - 310 15,132 - 310 15,132 1,964 2010 2003 8100 W 78th StEl Paso, TX 9,787 677 17,075 1,782 677 18,857 5,198 2006 1997 2400 Trawood Dr.Everett, WA - 4,842 26,010 - 4,842 26,010 2,818 2010 2011 13020 Meridian Ave. S.Fayetteville, GA - 959 7,540 767 986 8,280 2,181 2006 1999 1275 Hwy. 54 W.Fenton, MO 12,166 - 27,055 - - 27,055 - 2013 2009 1011 Bowles AvenueFenton, MO 5,911 - 13,432 - - 13,432 - 2013 2009 1055 Bowles AvenueFolsom, CA - - 33,600 - - 33,600 281 2013 2009 330 Montrose DriveFort Wayne, IN - 170 8,232 - 170 8,232 1,445 2006 2006 2626 Fairfield Ave.Fort Wayne, IN 16,606 1,105 22,836 - 1,105 22,836 1,281 2012 2004 7916 Jefferson BoulevardFort Worth, TX - 450 13,615 - 450 13,615 1,220 2010 2011 425 Alabama Ave.Franklin, WI 5,175 6,872 7,550 - 6,872 7,550 1,109 2010 1984 9200 W. Loomis Rd.Franklin, TN - 2,338 12,138 1,955 2,338 14,093 3,281 2007 1988 100 Covey DriveFresno, CA - 2,500 35,800 118 2,500 35,918 5,007 2008 1991 7173 North Sharon AvenueFrisco, TX - 130 16,445 - 130 16,445 743 2012 2010 2990 Legacy DriveFrisco, TX 8,677 - 18,635 498 - 19,133 4,576 2007 2004 4401 Coit RoadFrisco, TX - - 15,309 1,717 - 17,026 4,454 2007 2004 4461 Coit RoadGallatin, TN - 20 19,432 891 20 20,323 3,777 2010 1997 300 Steam Plant RdGermantown, TN - 3,049 12,456 737 3,049 13,193 3,182 2006 2002 1325 Wolf Park DriveGlendale, CA 7,769 37 18,398 661 37 19,059 4,228 2007 2002 222 W. Eulalia St.Grand Prairie, TX - 981 6,086 - 981 6,086 581 2012 2009 2740 N State Hwy 360Green Bay, WI 8,349 - 14,891 - - 14,891 1,932 2010 2002 2253 W. Mason St.Green Bay, WI - - 20,098 - - 20,098 2,558 2010 2002 2845 Greenbrier RoadGreen Bay, WI - - 11,696 - - 11,696 2,068 2010 2002 2845 Greenbrier RoadGreeneville, TN - 970 10,032 32 970 10,064 1,436 2010 2005 438 East Vann RdGreenfield, WI - - 15,204 - - 15,204 96 2013 1983 5017 South 110th StreetGreenwood, IN - 8,316 26,384 - 8,316 26,384 1,590 2012 2010 1260 Innovation ParkwayHarker Heights, TX - 1,907 3,575 - 1,907 3,575 119 2011 2012 E Central Texas ExpresswayHigh Point, NC - 2,595 29,013 64 2,604 29,068 1,302 2012 2010 4515 Premier DriveHighland, IL - - 8,612 - - 8,612 98 2012 2013 12860 Troxler AvenueHouston, TX - 10,395 - 8 10,403 - 1 2011 0 15655 Cypress Woods Medical DriveHouston, TX - 3,688 13,302 11 3,688 13,313 791 2012 2007 10701 Vintage Preserve ParkwayHouston, TX - 12,815 44,717 473 12,815 45,191 2,478 2012 1998 2727 W Holcombe BoulevardHouston, TX 14,000 378 31,018 - 378 31,018 2,694 2012 1981 18100 St John DriveHouston, TX - 91 11,136 39 91 11,175 1,217 2012 1986 2060 Space Park DriveHouston, TX - 5,837 32,986 101 5,837 33,087 2,975 2012 2005 15655 Cypress Woods Medical DriveHudson, OH - 2,473 13,622 208 2,473 13,830 837 2012 2006 5655 Hudson DriveJackson, MI 8,197 - 17,617 - - 17,617 - 2013 2009 1201 E Michigan AvenueJupiter, FL 6,817 2,252 11,415 396 2,252 11,811 3,010 2006 2001 550 Heritage Dr.Jupiter, FL 4,237 2,825 5,858 87 2,825 5,945 1,768 2007 2004 600 Heritage Dr.Katy, TX - 1,099 1,604 - 1,099 1,604 171 2012 1986 21660 Kingsland BlvdKenosha, WI 9,222 - 18,058 - - 18,058 2,293 2010 1993 10400 75th St.Killeen, TX - 760 22,667 206 760 22,874 2,967 2010 2010 2405 Clear Creek RdLafayette, LA - 1,928 10,483 25 1,928 10,509 2,842 2006 1993 204 Energy ParkwayLake St Louis, MO - 240 11,937 1,978 240 13,915 2,031 2010 2008 400 Medical DrLakeway, TX - 5,142 18,574 - 5,142 18,574 163 2007 2011 2000 Medical Dr Lakeway, TX - 2,801 - - 2,801 - - 2007 0 Lohmans Crossing RoadLakewood, CA - 146 14,885 1,307 146 16,192 3,637 2006 1993 5750 Downey Ave.Lakewood, WA 7,431 72 15,932 - 72 15,932 622 2012 2005 11307 Bridgeport Way SWLas Vegas, NV - 6,127 - - 6,127 - - 2007 0 SW corner of Deer Springs Way and Riley StreetLas Vegas, NV - 580 23,420 - 580 23,420 1,462 2011 2002 2500 North Tenaya WayLas Vegas, NV - 2,319 4,612 1,010 2,319 5,622 1,455 2006 1991 2870 S. Maryland Pkwy.Las Vegas, NV 2,889 433 6,921 212 433 7,133 1,867 2007 1997 1776 E. Warm Springs Rd.Las Vegas , NV 5,665 74 15,287 700 74 15,987 4,053 2006 2000 1815 E. Lake Mead Blvd.Lenexa, KS - 540 16,013 2,377 540 18,390 2,285 2010 2008 23401 Prairie Star PkwyLincoln, NE - 1,420 29,692 9 1,420 29,701 5,173 2010 2003 575 South 70th StLos Alamitos, CA 7,891 39 18,635 816 39 19,451 4,514 2007 2003 3771 Katella Ave.Los Gatos, CA - 488 22,386 1,361 488 23,747 6,456 2006 1993 555 Knowles Dr.Loxahatchee, FL - 1,637 5,048 842 1,652 5,875 1,511 2006 1997 12977 Southern Blvd.Loxahatchee, FL - 1,340 6,509 227 1,345 6,731 1,738 2006 1993 12989 Southern Blvd.Loxahatchee, FL - 1,553 4,694 596 1,567 5,275 1,344 2006 1994 12983 Southern Blvd.Marinette, WI 7,079 - 13,538 - - 13,538 2,068 2010 2002 4061 Old Peshtigo Rd.Marlton, NJ - - 38,300 1,500 - 39,800 5,385 2008 1994 92 Brick RoadMechanicsburg, PA - 1,350 16,650 - 1,350 16,650 1,064 2011 1971 4950 Wilson LaneMerced, CA - - 13,772 927 - 14,699 2,108 2009 2010 315 Mercy Ave.Meridian, ID - 3,600 20,802 251 3,600 21,053 5,974 2006 2008 2825 E. Blue Horizon Dr.Merriam, KS - 176 7,189 605 176 7,794 1,720 2011 1972 8800 West 75th StreetMerriam, KS - 81 3,122 687 81 3,810 495 2011 1980 7301 Frontage StreetMerriam, KS - 336 12,972 202 336 13,174 2,397 2011 1977 8901 West 74th StreetMerriam, KS 15,032 182 7,393 488 182 7,881 1,354 2011 1985 9119 West 74th StreetMerriam, KS - - 25,458 - - 25,458 - 2013 2009 9301 West 74th StreetMerrillville, IN - 700 11,699 154 700 11,853 1,808 2007 2008 9509 Georgia St.Merrillville, IN - - 22,134 210 - 22,344 3,652 2008 2006 101 E. 87th Ave.Mesa, AZ - 1,558 9,561 400 1,558 9,961 2,926 2008 1989 6424 East Broadway RoadMesquite, TX - 496 3,834 - 496 3,834 196 2012 2012 1575 I-30Milwaukee, WI 4,258 540 8,457 - 540 8,457 1,162 2010 1930 1218 W. Kilbourn Ave.Milwaukee, WI 9,386 1,425 11,519 - 1,425 11,520 2,063 2010 1962 3301-3355 W. Forest Home Ave.Milwaukee, WI 2,347 922 2,185 - 922 2,185 489 2010 1958 840 N. 12th St.Milwaukee, WI 20,781 - 44,535 - - 44,535 5,533 2010 1983 2801 W. Kinnickinnic Pkwy.Moline, IL - - 8,690 - - 8,690 19 2012 2013 3900 28th Avenue DriveMonticello, MN 9,212 61 18,489 - 61 18,489 662 2012 2008 1001 Hart BoulevardMoorestown, NJ - - 52,645 1,479 - 54,124 2,311 2011 2012 401 Young AvenueMorrow, GA - 818 8,064 234 845 8,270 2,436 2007 1990 6635 Lake DriveMount Juliet, TN 4,003 1,566 11,697 1,086 1,566 12,783 3,278 2007 2005 5002 Crossing CircleMount Pleasant, SC - - 17,200 - - 17,200 144 2013 1985 1200 Hospital DriveMount Vernon, IL - - 25,163 906 - 26,069 1,141 2011 2012 4121 Veterans Memorial DrMurrieta, CA - 8,800 202,412 - 8,800 202,412 13,453 2008 2010 28062 Baxter RoadMurrieta, CA - - 46,520 375 - 46,895 6,362 2010 2011 28078 Baxter Rd.Muskego, WI 1,129 964 2,158 - 964 2,159 274 2010 1993 S74 W16775 Janesville Rd.Nashville, TN - 1,806 7,165 1,548 1,806 8,713 2,618 2006 1986 310 25th Ave. N.New Berlin, WI 4,352 3,739 8,290 - 3,739 8,290 1,142 2010 1993 14555 W. National Ave.Niagara Falls, NY - 1,145 10,574 444 1,280 10,883 3,256 2007 1995 6932 - 6934 Williams RdNiagara Falls, NY - 388 7,870 417 454 8,221 1,783 2007 2004 6930 Williams RdOklahoma City, OK - - 19,119 - - 19,119 - 2013 2008 535 NW 9th StreetOrange Village, OH - 610 7,419 458 610 7,877 2,131 2007 1985 3755 Orange PlaceOro Valley, AZ 9,818 89 18,339 880 89 19,218 4,431 2007 2004 1521 E. Tangerine Rd.Oshkosh, WI - - 18,339 - - 18,339 2,311 2010 2000 855 North Wethaven Dr.Oshkosh, WI 8,758 - 15,881 - - 15,881 1,980 2010 2000 855 North Wethaven Dr.Palm Springs, FL 2,607 739 4,066 467 739 4,532 1,260 2006 1993 1640 S. Congress Ave.Palm Springs, FL - 1,182 7,765 474 1,182 8,239 2,312 2006 1997 1630 S. Congress Ave.Palmer, AK 18,957 217 29,705 854 217 30,559 6,625 2007 2006 2490 South Woodworth LoopPasadena, TX - 1,700 7,991 - 1,700 7,991 101 2012 2013 5001 E Sam Houston Parkway SPearland, TX - 1,500 11,484 - 1,500 11,484 48 2012 2013 2515 Business Center DrivePendleton, OR - - 10,533 - - 10,533 23 2012 2013 3001 St. Anthony DrivePewaukee, WI - 4,700 20,669 - 4,700 20,669 4,583 2007 2007 2400 Golf Rd.Phoenix, AZ 27,199 1,149 48,018 11,155 1,149 59,174 13,907 2006 1998 2222 E. Highland Ave.Pineville, NC - 961 6,974 2,081 1,077 8,939 2,368 2006 1988 10512 Park Rd.Plano, TX - 5,423 20,752 398 5,423 21,150 7,070 2008 2007 6957 Plano ParkwayPlano, TX 53,948 793 82,703 - 793 82,703 7,072 2012 2005 6020 West Parker RoadPlantation, FL 9,214 8,563 10,666 2,517 8,575 13,171 4,477 2006 1997 851-865 SW 78th Ave.Plantation, FL 8,559 8,848 9,262 332 8,907 9,535 5,130 2006 1996 600 Pine Island Rd.Plymouth, WI 1,317 1,250 1,870 - 1,250 1,870 289 2010 1991 2636 Eastern Ave.Portland, ME 15,418 655 25,500 421 655 25,921 2,592 2011 2008 195 Fore River ParkwayRedmond, WA - 5,015 26,697 - 5,015 26,697 3,073 2010 2011 18000 NE Union Hill Rd.Reno, NV - 1,117 21,972 931 1,117 22,903 5,710 2006 1991 343 Elm St.Richmond, VA - - 12,000 - - 12,000 100 2013 1989 2220 Edward Holland DriveRichmond, VA - 2,838 26,305 39 2,838 26,343 1,429 2012 2008 7001 Forest AvenueRochdale, MA - - 7,100 - - 7,100 59 2013 1994 111 Huntoon Memorial HighwayRockwall, TX - 132 17,056 139 132 17,195 1,541 2012 2008 3142 Horizon RoadRogers, AR - 1,062 28,680 231 1,062 28,911 2,950 2011 2008 2708 Rife Medical LaneRolla, MO - 1,931 47,640 - 1,931 47,639 3,816 2011 2009 1605 Martin Spring DriveRoswell, NM 1,674 183 5,851 - 183 5,851 601 2011 2004 601 West Country Club RoadRoswell, NM 4,756 883 15,984 - 883 15,984 1,360 2011 2006 350 West Country Club RoadRoswell, NM - 762 17,171 - 762 17,171 1,166 2011 2009 300 West Country Club RoadRuston, LA - 710 9,790 - 710 9,790 679 2011 1988 1401 Ezelle StSacramento, CA - 866 12,756 1,274 866 14,030 3,284 2006 1990 8120 Timberlake WaySan Antonio, TX - - 17,303 - - 17,303 4,409 2007 2007 8902 Floyd Curl Dr.San Antonio, TX - 2,050 16,251 2,811 2,050 19,062 6,304 2006 1999 540 & 19016 Stone Oak Pkwy.San Antonio, TX 18,400 4,518 29,905 326 4,518 30,231 3,486 2012 1986 5282 Medical DriveSan Bernardino, CA - 3,700 14,300 687 3,700 14,987 1,991 2008 1993 1760 W. 16th St.San Diego, CA - - 22,003 1,845 - 23,848 3,087 2008 1992 555 Washington St.Sarasota, FL - 3,360 19,140 - 3,360 19,140 1,171 2011 2006 6150 Edgelake DriveSarasota, FL - 62 46,348 701 62 47,048 2,385 2012 1990 1921 Waldemere StreetSeattle, WA - 4,410 35,787 2,056 4,410 37,844 4,889 2010 2010 5350 Tallman AveSewell, NJ - - 53,360 4,553 - 57,913 10,862 2007 2009 239 Hurffville-Cross Keys RoadShakopee, MN 6,749 420 11,360 11 420 11,371 1,669 2010 1996 1515 St Francis AveShakopee, MN 11,428 640 18,089 - 640 18,089 1,877 2010 2007 1601 St Francis AveSheboygan, WI 1,819 1,012 2,216 - 1,012 2,216 346 2010 1958 1813 Ashland Ave.Somerville, NJ - 3,400 22,244 2 3,400 22,246 3,013 2008 2007 30 Rehill AvenueSouthlake, TX 11,680 592 17,905 167 592 18,072 1,537 2012 2004 1545 East Southlake BoulevardSouthlake, TX 18,293 698 30,524 - 698 30,524 2,089 2012 2004 1545 East Southlake BoulevardSpringfield, IL - - 10,100 - - 10,100 84 2013 2010 701 North Walnut StreetSt. Louis, MO 7,106 336 17,247 941 336 18,188 4,422 2007 2001 2325 Dougherty Rd.St. Paul, MN 25,694 2,681 39,507 - 2,681 39,507 4,229 2011 2007 435 Phalen BoulevardStafford, VA - - 11,260 313 - 11,573 1,737 2008 2009 125 Hospital Center BlvdSuffern, NY - 622 35,220 2,035 622 37,255 3,263 2011 2007 255 Lafayette AvenueSuffolk, VA - 1,530 10,979 559 1,547 11,521 2,323 2010 2007 5838 Harbour View Blvd.Sugar Land, TX 8,727 3,513 15,527 35 3,543 15,532 879 2012 2005 11555 University BoulevardSummit, WI - 2,899 87,666 - 2,899 87,666 15,631 2008 2009 36500 Aurora Dr.Tacoma, WA - - 67,385 - - 67,385 2,570 2011 2013 1608 South J StreetTallahassee, FL - - 14,719 2,730 - 17,449 2,055 2010 2011 One Healing PlaceTampa, FL - 4,319 12,234 - 4,319 12,234 914 2011 2003 14547 Bruce B Downs BlvdTampa, FL - 1,210 19,572 63 1,212 19,633 1,625 2012 2006 3000 Medical Park DriveTampa, FL - 2,208 6,464 20 2,208 6,484 933 2012 1985 3000 E. Fletcher AvenueTemple, TX - 2,900 9,851 103 2,900 9,954 371 2011 2012 2601 Thornton LaneTucson, AZ - 1,302 4,925 811 1,302 5,736 1,644 2008 1995 2055 W. Hospital Dr. Tulsa, OK - 3,003 6,025 20 3,003 6,045 2,279 2006 1992 329 S. 79th E. Ave.Van Nuys, CA - - 36,187 - - 36,187 4,374 2009 1991 6815 Noble Ave.Virginia Beach, VA - 827 18,289 609 895 18,831 2,665 2011 2007 828 Health WayVoorhees, NJ - 6,404 24,251 1,387 6,477 25,564 5,767 2006 1997 900 Centennial Blvd.Voorhees, NJ - - 96,006 2,642 6 98,642 6,548 2010 2012 200 Bowman DriveWellington, FL 6,605 107 16,933 1,705 107 18,638 3,667 2006 2000 10115 Forest Hill Blvd.Wellington , FL 5,925 388 13,697 220 388 13,917 3,096 2007 2003 1395 State Rd. 7West Allis, WI 3,341 1,106 3,309 - 1,106 3,309 617 2010 1961 11333 W. National Ave.West Palm Beach, FL 6,353 628 14,740 121 628 14,861 3,890 2006 1993 5325 Greenwood Ave.West Palm Beach, FL 5,860 610 14,618 387 610 15,005 4,365 2006 1991 927 45th St.West Seneca, NY 11,698 917 22,435 1,870 1,642 23,580 5,783 2007 1990 550 Orchard Park RdWesterville, OH - 2,122 5,403 56 2,122 5,459 352 2012 2001 444 N Cleveland AvenueZephyrhills, FL - 3,875 23,907 3,364 3,875 27,270 2,205 2011 1974 38135 Market Square DrMedical facilities total:$ 700,427 $ 340,690 $ 4,326,337 $ 134,627 $ 344,775 $ 4,456,878 $ 595,169 Assets held for sale: Durham, NC$ - $ 5,350 $ 9,320 $ - $ - $ - $ - 2006 1980 2609 N. Duke StreetGoshen, IN - 210 6,120 - - 4,880 - 2005 2006 1332 Waterford CircleKalida, OH - 480 8,173 - - 7,123 - 2006 2007 755 Ottawa St.McConnelsville, OH - 190 7,060 - - 6,499 - 2010 1946 4114 North SR 376 NWAssets held for saletotal$ - $ 6,230 $ 30,673 $ - $ - $ 18,502 - Summary: Seniors housing triple-net$ 587,136 $ 781,397 $ 8,430,604 $ 428,753 $ 782,390 $ 8,858,364 $ 1,075,955 Seniors housing operating 1,714,714 738,098 8,145,281 249,360 751,712 8,381,027 715,534 Medical facilities 700,427 340,690 4,326,337 134,627 344,775 4,456,878 595,169 Construction in progress - - 141,085 - - 141,085 - Total continuingoperating properties 3,002,277 1,860,185 21,043,307 812,740 1,878,877 21,837,354 2,386,658 Assets held for sale - 6,230 30,673 - - 18,502 - Total investments in realproperty owned$ 3,002,277 $ 1,866,415 $ 21,073,980 $ 812,740 $ 1,878,877 $ 21,855,856 $ 2,386,658 (1) Please see Note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization. (2) Represents real property asset associated with a capital lease. 134 Year Ended December 31, 2013 2012 2011 Reconciliation of real property: (in thousands) Investment in real estate: Balance at beginning of year $ 18,082,399 $ 14,844,319 $ 8,992,495 Additions: Acquisitions 3,597,955 2,923,251 4,525,737 Improvements 408,844 449,964 426,000 Assumed other items, net 772,972 108,404 210,411 Assumed debt 1,340,939 481,598 961,928 Total additions 6,154,628 3,969,299 6,124,076 Deductions: Cost of real estate sold (498,564) (581,696) (250,047) Reclassification of accumulated depreciation and amortization for assets held forsale (3,730) (120,236) (10,011) Impairment of assets - (29,287) (12,194) Total deductions (502,294) (731,219) (272,252) Foreign currency translation 33,918 6,082 - Balance at end of year(3) $ 23,734,733 $ 18,082,399 $ 14,844,319 Accumulated depreciation: Balance at beginning of year $ 1,555,055 $ 1,194,476 $ 836,966 Additions: Depreciation and amortization expenses 873,960 533,585 423,605 Amortization of above market leases 7,831 7,204 6,409 Total additions 881,791 540,789 430,014 Deductions: Sale of properties (49,625) (59,974) (63,997) Reclassification of accumulated depreciation and amortization for assets held forsale (3,730) (120,236) (8,507) Total deductions (53,355) (180,210) (72,504) Foreign currency translation 3,167 - - Balance at end of year $ 2,386,658 $ 1,555,055 $ 1,194,476 (3) The aggregate cost for tax purposes for real property equals $20,260,297,000, $14,788,080,000, and $13,604,448,000 at December 31, 2013, 2012 and 2011, respectively.139 Health Care REIT, Inc.Schedule IV - Mortgage Loans on Real EstateDecember 31, 2013 (in thousands) LocationSegment InterestRate Final MaturityDate MonthlyPayment Terms Prior Liens face Amountof Mortgages CarryingAmount ofMortgages Principal Amountof Loans Subjectto DelinquentPrincipal orInterest First mortgages relating to 1 property located in: TexasMedical office buildings 6.18% 12/31/17 $133,300 $ - $ 25,936 $ 25,864 $ - MassachusettsSeniors housing triple-net 7.60% 12/31/16 $130,934 - 21,000 20,285 - CaliforniaHospital 10.39% 06/01/20 $205,064 - 25,050 18,546 - CaliforniaHospital 8.72% 12/01/17 $127,158 - 17,500 17,500 - TexasMedical office buildings 6.18% 12/31/17 $83,353 - 16,402 16,173 - United KingdomSeniors housing triple-net 7.00% 04/19/18 $87,414 - 24,032 15,002 - United KingdomSeniors housing triple-net 7.00% 11/21/18 $52,667 - 23,038 9,219 - GeorgiaMedical office buildings 6.50% 10/01/14 $38,556 - 6,100 5,940 - United KingdomSeniors housing triple-net 7.54% 07/31/15 $21,227 - 3,315 3,315 - TexasSeniors housing triple-net 7.50% 10/31/18 $12,887 - 8,800 2,023 - TexasSeniors housing triple-net 7.50% 10/31/18 $11,639 - 8,800 1,827 - TexasSeniors housing triple-net 10.50% 03/01/14 $56,574 - 2,635 534 - ArizonaSeniors housing triple-net 3.55% 01/01/14 $12,275 - 4,500 500 500 GeorgiaMedical office buildings 8.11% 10/01/14 $1,676 - 800 243 - Second mortgages relating to 1 property located in: ConnecticutSeniors housing triple-net 8.11% 04/01/18 $31,909 6,536 5,300 4,616 - FloridaSeniors housing triple-net 12.17% 07/01/18 $27,908 4,107 2,700 2,700 - FloridaSeniors housing triple-net 12.17% 11/01/18 $27,685 1,324 2,700 2,700 - Totals $ 11,967 $ 198,608 $ 146,987 $ 500 Year Ended December 31, 2013 2012 2011Reconciliation of mortgage loans: (in thousands) Balance at beginning of year $ 87,955 $ 63,934 $ 109,283 Additions: New mortgage loans 68,530 40,641 11,286 Total additions 68,530 40,641 11,286 Deductions: Collections of principal (8,790) (11,819) (50,579) Conversions to real property - (3,300) (4,000) Charge-offs (2,110) (1,501) - Reclass to other real estate loans - - (2,056) Total deductions (10,900) (16,620) (56,635) Change in balance due to foreign currency translation 1,402 - - Balance at end of year $ 146,987 $ 87,955 $ 63,934 140 EXHIBIT INDEX 1.1(a) Form of Equity Distribution Agreement, dated as of November 12, 2010, entered into by and between the Company and each of UBS SecuritiesLLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (filed with the Commission as Exhibit 1.1 tothe Company’s Form 8-K filed November 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).1.1(b) Form of Amendment No. 1, dated September 1, 2011, to the Equity Distribution Agreements entered into by and between the Company and each of UBS SecuritiesLLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (filed with the Commission as Exhibit 1.1 to the Company’sForm 8-K filed September 8, 2011 (File No. 001-08923), and incorporated herein by reference thereto).2.1 Agreement and Plan of Merger, dated as of August 21, 2012, by and among Sunrise Senior Living, Inc., Brewer Holdco, Inc., Brewer Holdco Sub, Inc., theCompany and Red Fox, Inc. (the exhibits and schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (filedwith the Commission as Exhibit 2.1 to the Company’s Form 8-K filed August 22, 2012 (File No. 001-08923), and incorporated herein by reference thereto).3.1(a) Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No.001-08923), and incorporated herein by reference thereto).3.1(b) Certificate of Designation, Preferences and Rights of Junior Participating Preferred Stock, Series A, of the Company (filed with the Commission asExhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).3.1(c) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).3.1(d) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 8-K filed June 13, 2003 (File No. 001-08923), and incorporated herein by reference thereto).3.1(e) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.9 to theCompany’s Form 10-Q filed August 9, 2007 (File No. 001-08923), and incorporated herein by reference thereto).3.1(f) Certificate of Change of Location of Registered Office and of Registered Agent of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 10-Q filed August 6, 2010 (File No. 001-08923), and incorporated herein by reference thereto).3.1(g) Certificate of Designation of 6% Series H Cumulative Convertible and Redeemable Preferred Stock of the Company (filed with the Commission asExhibit 3.1 to the Company’s Form 10-Q filed May 10, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(h) Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 8-K filed March 7, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(i) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 8-K filed May 10, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(j) Certificate of Designation of 6.50% Series J Cumulative Redeemable Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 tothe Company’s Form 8-K filed March 8, 2012 (File No. 001-08923), and incorporated herein by reference thereto). 3.2 Fourth Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed November 1, 2011 (File No.001-08923), and incorporated herein by reference thereto).4.1(a) Indenture for Senior Debt Securities, dated as of September 6, 2002, between the Company and Fifth Third Bank (filed with the Commission asExhibit 4.1 to the Company’s Form 8-K filed September 9, 2002 (File No. 001-08923), and incorporated herein by reference thereto).4.1(b) Supplemental Indenture No. 1, dated as of September 6, 2002, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between theCompany and Fifth Third Bank (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 9, 2002 (File No. 001-08923), and incorporated herein by reference thereto).4.1(c) Amendment No. 1, dated March 12, 2003, to Supplemental Indenture No. 1, dated as of September 6, 2002, to Indenture for Senior Debt Securities, dated as ofSeptember 6, 2002, between the Company and Fifth Third Bank (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed March 14, 2003 (FileNo. 001-08923), and incorporated herein by reference thereto).4.1(d) Supplemental Indenture No. 2, dated as of September 10, 2003, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between the Company andFifth Third Bank (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 24, 2003 (File No. 001-08923), and incorporated herein byreference thereto).4.1(e) Amendment No. 1, dated September 16, 2003, to Supplemental Indenture No. 2, dated as of September 10, 2003, to Indenture for Senior Debt Securities, dated asof September 6, 2002, between the Company and Fifth Third Bank (filed with the Commission as Exhibit 4.4 to the Company’s Form 8-K filed September 24, 2003(File No. 001-08923), and incorporated herein by reference thereto).4.1(f) Supplemental Indenture No. 3, dated as of October 29, 2003, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between theCompany and Fifth Third Bank (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed October 30, 2003 (File No. 001-08923), and incorporated herein by reference thereto).4.1(g) Amendment No. 1, dated September 13, 2004, to Supplemental Indenture No. 3, dated as of October 29, 2003, to Indenture for Senior Debt Securities, dated as ofSeptember 6, 2002, between the Company and The Bank of New York Trust Company, N.A., as successor to Fifth Third Bank (filed with the Commission asExhibit 4.1 to the Company’s Form 8-K filed September 13, 2004 (File No. 001-08923), and incorporated herein by reference thereto).4.1(h) Supplemental Indenture No. 4, dated as of April 27, 2005, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between the Company and TheBank of New York Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed April 28, 2005 (File No. 001-08923), andincorporated herein by reference thereto).4.1(i) Supplemental Indenture No. 5, dated as of November 30, 2005, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between the Company andThe Bank of New York Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed November 30, 2005 (File No. 001-08923), and incorporated herein by reference thereto).4.2(a) Indenture, dated as of November 20, 2006, between the Company and The Bank of New York Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to theCompany’s Form 8-K filed November 20, 2006 (File No. 001-08923), and incorporated herein by reference thereto).4.2(b) Supplemental Indenture No. 1, dated as of November 20, 2006, between the Company and The Bank of New York Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2006 (File No. 001-08923), and incorporated herein byreference thereto).4.2(c) Supplemental Indenture No. 2, dated as of July 20, 2007, between the Company and The Bank of New York Trust Company, N.A. (filed with the Commission asExhibit 4.1 to the Company’s Form 8-K filed July 20, 2007 (File No. 001-08923), and incorporated herein by reference thereto). 4.3(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with theCommission as Exhibit 4.1 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.3(b) Supplemental Indenture No. 1, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with theCommission as Exhibit 4.2 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.3(c) Amendment No. 1 to Supplemental Indenture No. 1, dated as of June 18, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 18, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.3(d) Supplemental Indenture No. 2, dated as of April 7, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 7, 2010 (File No. 001-08923), and incorporated herein by referencethereto).4.3(e) Amendment No. 1 to Supplemental Indenture No. 2, dated as of June 8, 2010, between the Company and The Bank of New York Mellon TrustCompany, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 8, 2010 (File No. 001-08923), and incorporatedherein by reference thereto).4.3(f) Supplemental Indenture No. 3, dated as of September 10, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 13, 2010 (File No. 001-08923), and incorporated herein byreference thereto).4.3(g) Supplemental Indenture No. 4, dated as of November 16, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 16, 2010 (File No. 001-08923), and incorporated herein byreference thereto).4.3(h) Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with theCommission as Exhibit 4.2 to the Company’s Form 8-K filed March 14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).4.3(i) Supplemental Indenture No. 6, dated as of April 3, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 4, 2012 (File No. 001-08923), and incorporated herein by referencethereto).4.3(j) Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed December 11, 2012 (File No. 001-08923), and incorporated herein byreference thereto).4.3(k) Supplemental Indenture No. 8, dated as of October 7, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with theCommission as Exhibit 4.2 to the Company’s Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by reference thereto).4.3(l) Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with theCommission as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).4.4 Form of Indenture for Senior Subordinated Debt Securities (filed with the Commission as Exhibit 4.9 to the Company’s Form S-3 (File No. 333-73936) filed November 21, 2001, and incorporated herein by reference thereto).4.5 Form of Indenture for Junior Subordinated Debt Securities (filed with the Commission as Exhibit 4.10 to the Company’s Form S-3 (File No. 333-73936) filed November 21, 2001, and incorporated herein by reference thereto). 10.1 Credit Agreement dated as of January 7, 2013, by and among the Company, the lenders listed therein, KeyBank National Association, as administrative agent, LCissuer and a swingline lender, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, Deutsche Bank Securities, Inc., as documentationagent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as jointlead arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as joint book managers (filed with the Commission asExhibit 10.1 to the Company’s Form 8-K filed January 11, 2013 (File No. 001-08923), and incorporated herein by reference thereto).10.2 Term Loan Agreement, dated as of May 24, 2012, by and among the Company, the banks signatory thereto, KeyBank National Association, as administrative agent,JPMorgan Chase Bank, N.A., Bank of America, N.A. and Royal Bank of Canada, as co-syndication agents, Citibank, N.A., Compass Bank, Fifth Third Bank, PNCBank, National Association, The Bank of New York Mellon and Wells Fargo Bank, National Association, as co-documentation agents, and J.P. Morgan SecuritiesLLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, as joint lead arrangers and joint bookrunners (filed with the Commission asExhibit 10.1 to the Company’s Form 8-K filed May 30, 2012 (File No. No. 001-08923), and incorporated herein by reference thereto).10.3 Equity Purchase Agreement, dated as of February 28, 2011, by and among the Company, FC-GEN Investment, LLC and FC-GEN OperationsInvestment, LLC (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed February 28, 2011 (File No. 001-08923), andincorporated herein by reference thereto).10.4(a) The 1995 Stock Incentive Plan of Health Care REIT, Inc. (filed with the Commission as Appendix II to the Company’s Proxy Statement for the1995 Annual Meeting of Stockholders, filed September 29, 1995 (File No. 001-08923), and incorporated herein by reference thereto).*10.4(b) First Amendment to the 1995 Stock Incentive Plan of Health Care REIT, Inc. (filed with the Commission as Exhibit 4.2 to the Company’s Form S-8 (File No. 333-40771) filed November 21, 1997, and incorporated herein by reference thereto).*10.4(c) Second Amendment to the 1995 Stock Incentive Plan of Health Care REIT, Inc. (filed with the Commission as Exhibit 4.3 to the Company’s Form S-8 (File No. 333-73916) filed November 21, 2001, and incorporated herein by reference thereto).*10.4(d) Third Amendment to the 1995 Stock Incentive Plan of Health Care REIT, Inc. (filed with the Commission as Exhibit 10.15 to the Company’s Form 10-K filed March12, 2004 (File No. 001-08923), and incorporated herein by reference thereto).*10.4(e) Form of Stock Option Agreement for Executive Officers under the 1995 Stock Incentive Plan (filed with the Commission as Exhibit 10.17 to theCompany’s Form 10-K filed March 16, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(a) Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (filed with the Commission as Appendix A to the Company’s Proxy Statement for the2009 Annual Meeting of Stockholders, filed March 25, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(b) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.18 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(c) Form of Amendment to Stock Option Agreements (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-TermIncentive Plan (filed with the Commission as Exhibit 10.6 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), andincorporated herein by reference thereto).*10.5(d) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.8 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).* 10.5(e) Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.19 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by referencethereto).*10.5(f) Form of Amendment to Stock Option Agreements (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.7 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(g) Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.9 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by referencethereto).*10.5(h) Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan(filed with the Commission as Exhibit 10.20 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein byreference thereto).*10.5(i) Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the Amended and Restated 2005 Long-Term IncentivePlan (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by referencethereto).*10.5(j) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed withthe Commission as Exhibit 10.21 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by referencethereto).*10.5(k) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filedwith the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(l) Form of Restricted Stock Agreement for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.22 to theCompany’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(m) Form of Restricted Stock Agreement for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.23 to the Company’sForm 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(n) Form of Restricted Stock Agreement for the Chief Executive Officer under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.3 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(o) Form of Restricted Stock Agreement for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit10.4 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(p) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.24 tothe Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(q) Form of Amendment to Deferred Stock Unit Grant Agreements for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.10 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(r) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.11 tothe Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).* 10.5(s) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the Amended and Restated 2005 Long-Term Incentive Plan (filedwith the Commission as Exhibit 10.5 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by referencethereto).*10.6(a) Fifth Amended and Restated Employment Agreement, dated December 2, 2010, by and between the Company and George L. Chapman (filed with the Commission asExhibit 10.1 to the Company’s Form 8-K filed December 8, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.6(b) Letter Agreement, dated February 4, 2013, by and between the Company and George L. Chapman (filed with the Commission as Exhibit 10.8(b) tothe Company’s Form 10-K filed February 26, 2013 (File No. 001-08923), and incorporated herein by reference thereto).*10.6(c) Sixth Amended and Restated Employment Agreement, dated July 16, 2013, by and between the Company and George L. Chapman (filed with theCommission as Exhibit 10.1 to the Company’s Form 8-K filed July 17, 2013 (File No. 001-08923), and incorporated herein by reference thereto).*10.7 Second Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Scott A. Estes (filed with the Commission as Exhibit10.4 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.8 Second Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Charles J. Herman, Jr. (filed with the Commission asExhibit 10.3 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.9 Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Jeffrey H. Miller (filed with the Commission as Exhibit 10.8 tothe Company’s Form 10-K filed March 2, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.10 Employment Agreement, dated March 11, 2013, by and between the Company and Scott M. Brinker (filed with the Commission as Exhibit 10.3 tothe Company’s Form 10-Q filed May 7, 2013 (File No. 001-08923), and incorporated herein by reference thereto).*10.11 Third Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Erin C. Ibele (filed with theCommission as Exhibit 10.11 to the Company’s Form 10-K filed March 2, 2009 (File No. 001-08923), and incorporated herein by referencethereto).*10.12 Amended and Restated Health Care REIT, Inc. Supplemental Executive Retirement Plan, dated December 29, 2008 (filed with the Commission asExhibit 10.12 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.13 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 tothe Company’s Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*10.14 Summary of Director Compensation.*10.15 Health Care REIT, Inc. 2013-2015 Long-Term Incentive Program (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filedAugust 6, 2013 (File No. 001-08923), and incorporated herein by reference thereto).*12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred StockDividends (Unaudited).21 Subsidiaries of the Company.23 Consent of Ernst & Young LLP, independent registered public accounting firm. 24 Powers of Attorney.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.101.INS XBRL Instance Document**101.SCH XBRL Taxonomy Extension Schema Document**101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**101.LAB XBRL Taxonomy Extension Label Linkbase Document**101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**101.DEF XBRL Taxonomy Extension Definition Linkbase Document** * Management Contract or Compensatory Plan or Arrangement.** Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the ConsolidatedBalance Sheets at December 31, 2013 and 2012, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011, (iii) theConsolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011, (iv) the Consolidated Statements of Cash Flows for the years ended December 31,2013, 2012 and 2011, (v) the Notes to Consolidated Financial Statements, (vi) Schedule III – Real Estate and Accumulated Depreciation and (vii) Schedule IV – Mortgage Loanson Real Estate. EXHIBIT 10.14 HEALTH CARE REIT, INC.Summary of Director Compensation For each calendar year, each non-employee member of the Board of Directors of Health Care REIT, Inc. (the “Company”) will receive an annual retainer of$80,000, payable in equal quarterly installments. Additionally, the chairs of the Audit Committee, the Compensation Committee and theNominating/Corporate Governance Committee each will receive an additional retainer of $15,000. If the Board of Directors holds more than four meetings in ayear, each non-employee member of the Board will receive $1,500 for each meeting attended in excess of four meetings. With respect to the Audit,Compensation, Executive and Nominating/Corporate Governance Committees, if any of these committees holds more than four meetings in a year, each non-employee member of these committees will receive $1,000 for each meeting attended in excess of four meetings. Each of the non-employee directors will receive, in each calendar year, a grant of deferred stock units with a value of $95,000, pursuant to the Company’sAmended and Restated 2005 Long-Term Incentive Plan. The deferred stock units will be convertible into shares of common stock of the Company in threeequal installments on the first three anniversaries of the date of the grant. Recipients of the deferred stock units also will be entitled to dividend equivalentrights. EXHIBIT 12 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXEDCHARGES AND PREFERRED STOCK DIVIDENDS (UNAUDITED) Year Ended December 31, 2009 2010 2011 2012 2013 (dollars in thousands)Earnings: Pretax income from continuing operations before adjustment forincome or loss from equity investees(1) $ 102,612 $ 32,976 $ 112,203 $ 185,912 $ 102,245 Fixed charges 104,824 134,905 290,240 359,947 460,918 Capitalized interest (41,170) (20,792) (13,164) (9,777) (6,700) Amortized premiums, discounts and capitalized expenses relatedto indebtedness 11,898 13,945 13,905 11,395 4,142 Noncontrolling interest in pre-tax income of subsidiaries that havenot incurred fixed charges 342 (357) 4,894 2,415 6,770 Earnings $ 178,506 $ 160,677 $ 408,078 $ 549,892 $ 567,375 Fixed charges: Interest expense(1) $ 75,552 $ 128,058 $ 290,981 $ 361,565 $ 458,360 Capitalized interest 41,170 20,792 13,164 9,777 6,700 Amortized premiums, discounts and capitalized expenses relatedto indebtedness (11,898) (13,945) (13,905) (11,395) (4,142) Fixed charges $ 104,824 $ 134,905 $ 290,240 $ 359,947 $ 460,918 Consolidated ratio of earnings to fixed charges 1.70 1.19 1.41 1.53 1.23 Earnings: Pretax income from continuing operations before adjustment forincome or loss from equity investees(1) $ 102,612 $ 32,976 $ 112,203 $ 185,912 $ 102,245 Fixed charges 104,824 134,905 290,240 359,947 460,918 Capitalized interest (41,170) (20,792) (13,164) (9,777) (6,700) Amortized premiums, discounts and capitalized expenses relatedto indebtedness 11,898 13,945 13,905 11,395 4,142 Noncontrolling interest in pre-tax income of subsidiaries that havenot incurred fixed charges 342 (357) 4,894 2,415 6,770 Earnings $ 178,506 $ 160,677 $ 408,078 $ 549,892 $ 567,375 Fixed charges: Interest expense(1) $ 75,552 $ 128,058 $ 290,981 $ 361,565 $ 458,360 Capitalized interest 41,170 20,792 13,164 9,777 6,700 Amortized premiums, discounts and capitalized expenses relatedto indebtedness (11,898) (13,945) (13,905) (11,395) (4,142) Fixed charges 104,824 134,905 290,240 359,947 460,918 Preferred stock dividends 22,079 21,645 60,502 69,129 66,336 Combined fixed charges and preferred stock dividends $ 126,903 $ 156,550 $ 350,742 $ 429,076 $ 527,254 Consolidated ratio of earnings to combined fixed charges andpreferred stock dividends 1.41 1.03 1.16 1.28 1.08 (1) We have reclassified the income and expenses attributable to the properties sold prior to or held for sale at December 31, 2013 to discontinued operations. EXHIBIT 21 Subsidiary NameJurisdiction of Organization1 Sutphin Drive Associates, LLCWest Virginia10 Devon Drive Acton LLCDelaware100 Knoedler Road, LLCDelaware101 Bickford Extension Avon LLCDelaware101 Membership Company of Maryland, Inc.Maryland101 Membership Company of West Virginia, Inc.West Virginia101 Membership Holding Company I of Pennsylvania, Inc.Pennsylvania1011 E. Pecan Grove Road, LLCDelaware10225 Cypresswood Drive, LLCDelaware10475 Wilshire Boulevard Borrower, LLCDelaware10475 Wilshire Boulevard, LLCDelaware111 Lazelle Road East, LLCDelaware111 South Shore Drive East Haven LLCDelaware1110 E. Westview Court, LLCDelaware1111 W. College Parkway, LLCDelaware1118 N. Stoneman Avenue, LLCDelaware11320 North Council Road, LLCDelaware1133 Black Rock Road, LLCDelaware1160 Elm Street Rocky Hill LLCDelaware1185 Davidson Road, LLCDelaware1205 North Church Street, LLCDelaware1221 Seventh Street, LLCDelaware12429 Scofield Farms Drive, LLCDelaware1250 West Pioneer Parkway, LLCDelaware130 Buena Vista Street, LLCDelaware13075 Evening Creek Drive South, LLCDelaware132 Warwick Road, LLCDelaware13200 South May Avenue, LLCDelaware1329 Brown Street, LLCDelaware1340 N. Washington Boulevard, LLCDelaware1405 Limekiln Pike, LLCDelaware1425 Yorkland Road LLCDelaware143 West Franklin Avenue, LLCDelaware1460 Johnson Ferry Road, LLCDelaware14707 Northville Road, LLCDelaware15 Edison Road, LLCDelaware1500 Borden Road, LLCDelaware153 Cardinal Drive Agawam LLCDelaware1530 Needmore Holdings, LLCDelaware15401 North Pennsylvania Avenue, LLCDelaware155 Raymond Road, LLCDelaware1565 Virginia Ranch Road, LLCDelaware1600 Center Road, LLCDelaware1625 W. Spring Street, LLCDelaware1710 S.W. Health Parkway, LLCDelaware17231 Mill Forest Road, LLCDelaware1785 Freshley Avenue, LLCDelaware180 Scott Road Waterbury LLCDelaware1818 Martin Drive, LLCDelaware1850 Crown Park Court, LLCDelaware1920 Cleveland Road West, LLCDelaware1931 Southwest Arvonia Place, LLCDelaware1936 Brookdale Road, LLCDelaware2 Technology Drive North Chelmsford LLCDelaware20 Academy Lane LLCDelaware200 E. Village Road, LLCDelaware2003 Falls Boulevard Quincy LLCDelaware2005 Route 22 West, LLCDelaware2021 Highway 35, LLCDelaware2050 North Webb Road, LLCDelaware209 Merriman Road, L.L.C.Delaware21 Bradley Road Woodbridge LLCDelaware2101 New Hope Street, LLCDelaware2151 Green Oaks Road, LLCDelaware22 Richardson Road Centerville LLCDelaware222 East Beech Street - Jefferson, L.L.C.Delaware2281 Country Club Drive, LLCDelaware22955 Eastex Freeway, LLCDelaware23 Southpointe Drive, LLCDelaware2300 Washington Street Newton LLCDelaware2325 Rockwell Drive, LLCDelaware2341 W. Norvell Bryant Highway, LLCDelaware2387 Boston Road Wilbraham LLCDelaware240 E. Third Street, LLCDelaware2416 Brentwood Street, LLCDelaware242 Main Street Salem LLCDelaware 246A Federal Road Brookfield LLCDelaware25 Cobb Street Mansfield LLCDelaware2695 Valleyview Boulevard, LLCDelaware27 Forest Falls Drive Yarmouth LLCDelaware2750 Reservoir Avenue Trumbull LLCDelaware280 Newtonville Avenue Newton LLCDelaware2800 60th Avenue West, LLCDelaware2860 Country Drive, LLCDelaware2929 West Holcombe Boulevard, LLCDelaware300 Pleasant Street Concord LLCDelaware300 St. Albans Drive, LLCDelaware303 Valley Road Middletown LLCDelaware311 E. Hawkins Parkway, LLCDelaware311 Route 73, LLCDelaware3117 E. Chaser Lane, LLCDelaware3200 West Slaughter Lane, LLCDelaware3213 45th Street Court NW, LLCWashington3220 Peterson Road, LLCDelaware331 Holt Lane Associates, LLCWest Virginia340 May Street Worcester LLCDelaware3434 Watters Road, LLCDelaware35 Hamden Hills Drive Hamden LLCDelaware350 Locust Drive, LLCDelaware3535 Manchester Avenue Borrower, LLCDelaware3535 Manchester Avenue, LLCDelaware36101 Seaside Boulevard, LLCDelaware3625 Green Crest Street, LLCDelaware3650 Southeast 18th Avenue, LLCDelaware3921 North Main Street, LLCDelaware4 Forge Hill Road Franklin LLCDelaware402 South Colonial Drive, LLCDelaware41 Springfield Avenue, LLCDelaware415 Sierra College Drive, LLCDelaware417 Main Street Niantic LLCDelaware4206 Stammer Place, LLCDelaware422 23rd Street Associates, LLCWest Virginia430 Centre Street Newton LLCDelaware430 North Union Road, LLCDelaware4315 Johns Creek Parkway, LLCDelaware432 Buckland Road South Windsor LLCDelaware438 23rd Street Associates, LLCWest Virginia4400 West 115th Street, LLCDelaware4402 South 129th Avenue West, LLCDelaware4500 Dorr Street Holdings, LLCDelaware4775 Village Drive, LLCDelaware4855 Snyder Lane, LLCDelaware5 Corporate Drive Bedford LLCDelaware5 Rolling Meadows Associates, LLCWest Virginia50 Sutherland Road Brighton LLCDelaware50 Town Court, LLCDelaware500 Seven Fields Boulevard, LLCDelaware504 North River Road, LLCDelaware505 North Maize Road, LLCDelaware511 Kensington Avenue Meriden LLCDelaware515 Jack Martin Boulevard, LLCDelaware5165 Summit Ridge Court, LLCDelaware5166 Spanson Drive SE, LLCDelaware5301 Creedmoor Road, LLCDelaware5437 Eisenhauer Road, LLCDelaware5455 Glenridge Drive, NE, LLCDelaware5521 Village Creek Drive, LLCDelaware5550 Old Jacksonville Highway, LLCDelaware5700 Karl Road, LLCDelaware5902 North Street, LLCDelaware616 Lilly Road NE, LLCWashington645 Saybrook Road Middletown LLCDelaware655 Mansell Road, LLCDelaware6605 Quail Hollow Road, LLCDelaware680 Mountain Boulevard, LLCDelaware687 Harbor Road Shelburne LLCDelaware6949 Main Street, LLCDelaware699 South Park Associates, LLCWest Virginia700 Chickering Road North Andover LLCDelaware700 Smith Street Providence LLCDelaware7001 Forest Avenue, LLCDelaware701 Market Street, LLCDelaware721 Hickory Street, LLCDelaware7231 East Broadway, LLCDelaware731 Old Buck Lane, LLCDelaware75 Minnesota Avenue Warwick LLCDelaware 750 North Collegiate Drive, LLCDelaware7610 Isabella Way, LLCDelaware77 Plains Road LLCDelaware7900 Creedmoor Road, LLCDelaware7950 Baybranch Drive, LLCDelaware799 Yellowstone Drive, LLCDelaware800 Canadian Trails Drive, LLCDelaware800 Oregon Street, LLCDelaware8010 East Mississippi Avenue, LLCDelaware8220 Natures Way, LLCDelaware831 Santa Barbara Boulevard, LLCDelaware8503 Mystic Park, LLCDelaware867 York Road Associates, LLCPennsylvania8702 South Course Drive, LLCDelaware901 Florsheim Drive, LLCDelaware9131-6844 Québec Inc.Quebec935 Union Lake Road, LLCDelaware965 Hager Drive, LLCDelaware9802 48th Drive NE, LLCDelawareAcacia Lodge LtdIsland of JerseyAcacia Mews LtdIsland of JerseyAcademy Nursing Home, Inc.MassachusettsAcer Court LtdIsland of JerseyAcer House LtdIsland of JerseyAcorn Lodge LtdIsland of JerseyADS/Multicare, Inc.DelawareAL California GP, LLCDelawareAL California GP-II, LLCDelawareAL California GP-III, LLCDelawareAL Santa Monica Senior Housing, LPDelawareAL U.S. Development Venture, LLCDelawareAL U.S. Pool One, LLCDelawareAL U.S. Pool Three, LLCDelawareAL U.S. Pool Two, LLCDelawareAL U.S./Bonita II Senior Housing, L.P.CaliforniaAL U.S./GP Woods II Senior Housing, LLCDelawareAL U.S./Huntington Beach Senior Housing, L.P.CaliforniaAL U.S./LaJolla II Senior Housing, L.P.CaliforniaAL U.S./LaPalma II Senior Housing, L.P.CaliforniaAL U.S./Playa Vista Senior Housing, L.P.CaliforniaAL U.S./Sacramento II Senior Housing, L.P.CaliforniaAL U.S./San Gabriel Senior Housing, L.P.CaliforniaAL U.S./Seal Beach Senior Housing, L.P.CaliforniaAL U.S./Studio City Senior Housing, L.P.CaliforniaAL U.S./Woodland Hills Senior Housing, L.P.CaliforniaAlberta Acres Facility Inc.OntarioAMCO I, LLCWisconsinApple Valley Operating Corp.MassachusettsARC Denver Monaco, LLCDelawareARC Minnetonka, LLCDelawareARC Overland Park, LLCDelawareARC Roswell, LLCDelawareARC Sun City West, LLCDelawareARC Tanglewood, LLCDelawareARC Tucson, LLCDelawareArcadia AssociatesMassachusettsArnprior Villa Facility Inc.OntarioASL, Inc.MassachusettsAU-HCU Holdings, LLCDelawareBadger RE Portfolio I, LLCWisconsinBadger RE Portfolio II, LLCWisconsinBadger RE Portfolio III, LLCWisconsinBadger RE Portfolio IV, LLCWisconsinBadger RE Portfolio V, LLCWisconsinBAL Colts Neck LLCDelawareBAL Fenwick Island LLCDelawareBAL Governor's Crossing LLCDelawareBAL Holdings I, LLCDelawareBAL Holdings II, LLCDelawareBAL Holdings III, LLCDelawareBAL Holdings VII, LLCDelawareBAL Howell LLCDelawareBAL Longwood LLCPennsylvaniaBAL Reflections LLCDelawareBAL Savoy Little Neck LLCDelawareBAL Sycamore LLCDelawareBAL Toms River LLCDelawareBallard Healthcare Investors, LLCDelawareBaton Rouge LA Senior Living Owner, LLCDelawareBel Air Healthcare Investors, LLCDelaware Bel Air Property Development, LLCDelawareBellevue Healthcare Properties, LLCDelawareBellevue Physicians, LLCDelawareBelmont Village Buckhead Tenant, LLCDelawareBelmont Village Buffalo Grove Tenant, LLCDelawareBelmont Village Buffalo Grove, L.L.C.DelawareBelmont Village Burbank Tenant, LLCDelawareBelmont Village Burbank, LLCDelawareBelmont Village California Holdings, L.L.C.DelawareBelmont Village Cardiff Tenant, LLCDelawareBelmont Village Carol Stream, L.L.C.DelawareBelmont Village Encino Tenant, LLCDelawareBelmont Village Encino, LLCDelawareBelmont Village Geneva Road Tenant, LLCDelawareBelmont Village Glenview Tenant, LLCDelawareBelmont Village Glenview, L.L.C.DelawareBelmont Village Green Hills Tenant, LLCDelawareBelmont Village Hollywood Tenant, LLCDelawareBelmont Village Hollywood, LLCDelawareBelmont Village Johns Creek Tenant, LLCDelawareBelmont Village Landlord 3, LLCDelawareBelmont Village Landlord, LLCDelawareBelmont Village Memphis Tenant, LLCDelawareBelmont Village Oak Park Tenant, LLCDelawareBelmont Village Oak Park, L.L.C.DelawareBelmont Village Rancho Palos Verdes Tenant, LLCDelawareBelmont Village RPV, LLCDelawareBelmont Village Sabre Springs Tenant, LLCDelawareBelmont Village San Jose Tenant, LLCDelawareBelmont Village San Jose, LLCDelawareBelmont Village St. Matthews Tenant, LLCDelawareBelmont Village St. Matthews, L.L.C.DelawareBelmont Village Sunnyvale Tenant, LLCDelawareBelmont Village Sunnyvale, LLCDelawareBelmont Village Tenant 2, LLCDelawareBelmont Village Tenant 3, LLCDelawareBelmont Village Tenant, LLCDelawareBelmont Village West University Tenant, LLCDelawareBelmont Village Westwood Tenant, LLCDelawareBenchmark Investments X LLCDelawareBenchmark Investments XI LLCDelawareBerkeley Haven Limited PartnershipWest VirginiaBerks Nursing Homes, Inc.PennsylvaniaBettendorf Physicians, LLCDelawareBKD-HCN Landlord, LLCDelawareBKD-HCN Tenant, LLCDelawareBloomfield South MI Senior Living Owner, LLCDelawareBoardman Physicians LLCDelawareBoulder Assisted Living, L.L.C.DelawareBrandall Central Avenue, LLCDelawareBrewer Holdco, Inc.DelawareBreyut Convalescent Center, L.L.C.New JerseyBridgeton Healthcare Investors, LLCDelawareBrierbrook Partners, LLCTennesseeBrinton Manor, Inc.DelawareBrooklyn Healthcare Investors, LLCDelawareBroomfield CO Senior Living Owner, LLCDelawareBSL Huntington Terrace LLCDelawareBuckhead GA Senior Living Owner, LLCDelawareBurlington Woods Convalescent Center, Inc.New JerseyBurnsville Healthcare Properties, LLCDelawareB-X Agawam LLCDelawareB-X Avon LLCDelawareB-X Brighton LLCDelawareB-X Brookfield LLCDelawareB-X Centerville LLCDelawareB-X Concord LLCDelawareB-X Danvers LLCDelawareB-X East Haven LLCDelawareB-X Hamden LLCDelawareB-X Mansfield LLCDelawareB-X Meriden LLCDelawareB-X Middletown CT LLCDelawareB-X Middletown RI LLCDelawareB-X Milford LLCDelawareB-X Mystic LLCDelawareB-X Newton LLCDelawareB-X Newton Lower Falls LLCDelawareB-X Newtonville LLCDelawareB-X Niantic LLCDelaware B-X Niantic LLCDelawareB-X North Andover LLCDelawareB-X North Chelmsford LLCDelawareB-X Operations Holding Company LLCDelawareB-X Providence LLCDelawareB-X Quincy LLCDelawareB-X Rocky Hill LLCDelawareB-X Salem LLCDelawareB-X Shelburne LLCDelawareB-X South Windsor LLCDelawareB-X Trumbull LLCDelawareB-X Warwick LLCDelawareB-X Waterbury LLCDelawareB-X Wilbraham LLCDelawareB-X Willows Cottages LLCDelawareB-X Willows Cottages Trustee LLCDelawareB-X Woodbridge LLCDelawareB-X Worcester LLCDelawareB-X Yarmouth LLCDelawareB-XI Acton LLCDelawareB-XI Bedford LLCDelawareB-XI Franklin LLCDelawareB-XI Operations Holding Company LLCDelawareCAL-GAT Limited PartnershipFloridaCAL-LAK Limited PartnershipFloridaCanoga Park Assisted Living L.L.C.DelawareCanterbury of Shepherdstown Limited PartnershipWest VirginiaCastle Rock Healthcare Investors, LLCDelawareCatonsville Meridian Limited PartnershipMarylandCC3 Acquisition TRS Corp.DelawareCC3 Acquisition, LLCDelawareCC3 Facility Owner GP, LLCDelawareCC3 Facility Owner Holding, LLCDelawareCC3 MEZZ A, LLCDelawareCC3 MEZZ B, LLCDelawareCC3 MEZZ C, LLCDelawareCC3 MEZZ D, LLCDelawareCC3 MEZZ E, LLCDelawareCheswick and Cranberry, LLCPennsylvaniaChurchill Facility Inc.OntarioCincinnati Physicians, LLCDelawareClaremont Facility Inc.OntarioCliftonville LtdIsland of JerseyConcord Health Group, Inc.DelawareCoon Rapids Healthcare Investors, LLCDelawareCooper Holding, L.L.C.FloridaCooper, LLCDelawareCrestview Convalescent Home, Inc.PennsylvaniaCrestview North, Inc.PennsylvaniaCRP/BWN Litchfield, L.L.C.DelawareCSH-HCN (Alexander) Inc.OntarioCSH-HCN (Avondale) Inc.OntarioCSH-HCN (Belcourt) Inc.OntarioCSH-HCN (Christopher) Inc.OntarioCSH-HCN (Fountains) Inc.OntarioCSH-HCN (Gordon) Inc.OntarioCSH-HCN (Héritage) Inc.OntarioCSH-HCN (Kingsville) Inc.OntarioCSH-HCN (Lansing) Inc.OntarioCSH-HCN (Leamington) Inc.OntarioCSH-HCN (Livingston) Inc.OntarioCSH-HCN (Marquis) Inc.OntarioCSH-HCN (McConnell) Inc.OntarioCSH-HCN (Pines) Inc.OntarioCSH-HCN (Rideau) Inc.OntarioCSH-HCN (Royalcliffe) Inc.OntarioCSH-HCN (Scarlett) Inc.OntarioCSH-HCN (Tranquility) Inc.OntarioCSH-HCN Lessee (Alexander) GP Inc.OntarioCSH-HCN Lessee (Alexander) LPOntarioCSH-HCN Lessee (Archer) GP Inc.OntarioCSH-HCN Lessee (Archer) LPOntarioCSH-HCN Lessee (Avondale) GP Inc.OntarioCSH-HCN Lessee (Avondale) LPOntarioCSH-HCN Lessee (Belcourt) GP Inc.OntarioCSH-HCN Lessee (Belcourt) LPOntarioCSH-HCN Lessee (Boulogne) GP Inc.OntarioCSH-HCN Lessee (Boulogne) LPOntarioCSH-HCN Lessee (Chicoutimi) GP Inc.OntarioCSH-HCN Lessee (Chicoutimi) LPOntario CSH-HCN Lessee (Christopher) GP Inc.OntarioCSH-HCN Lessee (Christopher) LPOntarioCSH-HCN Lessee (Écores) GP Inc.OntarioCSH-HCN Lessee (Écores) LPOntarioCSH-HCN Lessee (Fountains) GP Inc.OntarioCSH-HCN Lessee (Fountains) LPOntarioCSH-HCN Lessee (Giffard) GP Inc.OntarioCSH-HCN Lessee (Giffard) LPOntarioCSH-HCN Lessee (Gordon) GP Inc.OntarioCSH-HCN Lessee (Gordon) LPOntarioCSH-HCN Lessee (Harmonie) GP Inc.OntarioCSH-HCN Lessee (Harmonie) LPOntarioCSH-HCN Lessee (Héritage) GP Inc.OntarioCSH-HCN Lessee (Héritage) LPOntarioCSH-HCN Lessee (Imperial) GP Inc.OntarioCSH-HCN Lessee (Imperial) LPOntarioCSH-HCN Lessee (Jonquière) GP Inc.OntarioCSH-HCN Lessee (Jonquière) LPOntarioCSH-HCN Lessee (Kingsville) GP Inc.OntarioCSH-HCN Lessee (Kingsville) LPOntarioCSH-HCN Lessee (l’Atrium) GP Inc.OntarioCSH-HCN Lessee (l’Atrium) LPOntarioCSH-HCN Lessee (l’Ermitage) GP Inc.OntarioCSH-HCN Lessee (l’Ermitage) LPOntarioCSH-HCN Lessee (L’Estrie) GP Inc.OntarioCSH-HCN Lessee (L’Estrie) LPOntarioCSH-HCN Lessee (Lachine) GP Inc.OntarioCSH-HCN Lessee (Lachine) LPOntarioCSH-HCN Lessee (Lansing) GP Inc.OntarioCSH-HCN Lessee (Lansing) LPOntarioCSH-HCN Lessee (Laviolette) GP Inc.OntarioCSH-HCN Lessee (Laviolette) LPOntarioCSH-HCN Lessee (Leamington) GP Inc.OntarioCSH-HCN Lessee (Leamington) LPOntarioCSH-HCN Lessee (Livingston) GP Inc.OntarioCSH-HCN Lessee (Livingston) LPOntarioCSH-HCN Lessee (Marquis) GP Inc.OntarioCSH-HCN Lessee (Marquis) LPOntarioCSH-HCN Lessee (McConnell) GP Inc.OntarioCSH-HCN Lessee (McConnell) LPOntarioCSH-HCN Lessee (Notre-Dame) GP Inc.OntarioCSH-HCN Lessee (Notre-Dame) LPOntarioCSH-HCN Lessee (Pines) GP Inc.OntarioCSH-HCN Lessee (Pines) LPOntarioCSH-HCN Lessee (Pointe-aux-Trembles) GP Inc.OntarioCSH-HCN Lessee (Pointe-aux-Trembles) LPOntarioCSH-HCN Lessee (Renaissance) GP Inc.OntarioCSH-HCN Lessee (Renaissance) LPOntarioCSH-HCN Lessee (Rideau) GP Inc.OntarioCSH-HCN Lessee (Rideau) LPOntarioCSH-HCN Lessee (Rive-Sud) GP Inc.OntarioCSH-HCN Lessee (Rive-Sud) LPOntarioCSH-HCN Lessee (Royalcliffe) GP Inc.OntarioCSH-HCN Lessee (Royalcliffe) LPOntarioCSH-HCN Lessee (Saguenay) GP Inc.OntarioCSH-HCN Lessee (Saguenay) LPOntarioCSH-HCN Lessee (Saint-Jérôme) GP Inc.OntarioCSH-HCN Lessee (Saint-Jérôme) LPOntarioCSH-HCN Lessee (Scarlett) GP Inc.OntarioCSH-HCN Lessee (Scarlett) LPOntarioCSH-HCN Lessee (Tranquility) GP Inc.OntarioCSH-HCN Lessee (Tranquility) LPOntarioCSH-HCN Lessee (Trembles) GP Inc.OntarioCSH-HCN Lessee (Trembles) LPOntarioCSH-HCN Lessee (Wellesley) GP Inc.OntarioCSH-HCN Lessee (Wellesley) LPOntarioCumberland Associates of Rhode Island, L.P.DelawareDawn General Partner LimitedIsland of JerseyDawn HoldCo II LimitedIsland of JerseyDawn HoldCo LimitedIsland of JerseyDawn Limited PartnershipIsland of JerseyDawn Opco II LimitedUnited KingdomDawn Opco LimitedUnited KingdomDELM Nursing, Inc.PennsylvaniaDenver Tenant, LLCDelawareDePaul Physicians, LLCDelawareDerby House LtdIsland of JerseyDover ALF, LLCDelawareDover Health Care Associates, Inc.DelawareDRF Boardman LLCMinnesota DRF Bridgeton LLCMinnesotaDRF Durango LLCMinnesotaDRF Fenton LLCMinnesotaDRF Great Falls LLCMinnesotaDRF Lakewood LLCMinnesotaDRF Lenexa LLCMinnesotaDRF Lincoln LLCMinnesotaDRF LSL LLCMinnesotaDRF Merriam LLCMinnesotaDRF Monticello Medical Building LLCMinnesotaDRF Oklahoma City LLCMinnesotaDRF Shawnee Mission LLCMinnesotaDRF South Valley LLCMinnesotaDRF Southwest Medical Building LLCMinnesotaDRF Westminster LLCMinnesotaDSG-2010 Loans I, Inc.DelawareDublin Senior Community DRV, LLCOklahomaDublin Senior Community WPP, LLCOklahomaEast Meadow A.L., LLCDelawareEaston Meridian Limited PartnershipMarylandEdella Street AssociatesPennsylvaniaEdgemont Facility Inc.OntarioEdison NJ Propco, LLCDelawareElstree Properties LimitedIsland of JerseyEncare of Mendham, L.L.C.New JerseyEncare of Pennypack, Inc.PennsylvaniaEncare of Quakertown, Inc.PennsylvaniaEncare of Wyncote, Inc.PennsylvaniaFC-GEN Acquisition Holding, LLCDelawareFC-GEN Acquisition, Inc.DelawareFC-GEN Real Estate, LLCDelawareFC-JEN Leasing, LLCDelawareFHC Mount Vernon LLCMinnesotaFieldgate Facility Inc.OntarioFLA-PALM COURT, Limited PartnershipFloridaFleetwood Villa Facility Inc.OntarioFrauenshuh Ballard LLCMinnesotaFrauenshuh Bridgeton LLCMinnesotaFrauenshuh Burleson LLCDelawareFrauenshuh Greeneville LLCMinnesotaFrauenshuh Harker Heights, LLCDelawareFrauenshuh HealthCare Properties III, LLCDelawareFrauenshuh HealthCare Properties, LLCDelawareFrauenshuh HealthCare Real Estate Solutions, LLCMinnesotaFrauenshuh HealthCare Venture Properties, LLCDelawareFrauenshuh Jackson LLCMinnesotaFrauenshuh Killeen LLCMinnesotaFrauenshuh Tacoma LLCDelawareFrauenshuh Temple LLCDelawareFrognal Properties LimitedIsland of JerseyG.P. Woods Assisted Living, LLCDelawareGemini Davenport, LLCOklahomaGemini Las Colinas, L.L.C.OklahomaGemini Romeoville, LLCOklahomaGemini SS Lessee, LLCOklahomaGemini Villa Ventura, L.L.C.OklahomaGemini Wexford, L.L.C.OklahomaGenesis ElderCare Centers - Harston, Inc.PennsylvaniaGenesis ElderCare Corp.DelawareGenesis Eldercare National Centers, Inc.FloridaGenesis Health Ventures of Bloomfield, Inc.PennsylvaniaGenesis Health Ventures of Clarks Summit, Inc.PennsylvaniaGenesis Health Ventures of Massachusetts, Inc.PennsylvaniaGenesis Health Ventures of Naugatuck, Inc.PennsylvaniaGenesis Health Ventures of Salisbury, Inc.PennsylvaniaGenesis Health Ventures of West Virginia, Inc.PennsylvaniaGenesis Health Ventures of West Virginia, L.P.PennsylvaniaGenesis Health Ventures of Wilkes-Barre, Inc.PennsylvaniaGenesis HealthCare Centers Holdings, Inc.DelawareGenesis HealthCare CorporationPennsylvaniaGenesis HealthCare Holding Company I, Inc.DelawareGenesis HealthCare Holding Company II, Inc.DelawareGenesis Meridian 7 Leasing Properties Limited Partnership, L.L.P.VirginiaGenesis Meridian 7 Partnership Holding Company L.L.C.DelawareGenesis Properties of Delaware CorporationDelawareGenesis Properties of Delaware Ltd. Partnership, L.P.DelawareGenesis/Harbor, LLCDelawareGeriatric & Medical Companies, Inc.DelawareGeriatric and Medical Services, Inc.New JerseyGeri-Med Corp.Pennsylvania Gilbert AZ Senior Living Owner, LLCDelawareGlenmark Associates, Inc.West VirginiaGlenmark Associates-Dawnview Manor, Inc.West VirginiaGlenmark Properties I, Limited PartnershipWest VirginiaGlenmark Properties, Inc.West VirginiaGMA Partnership Holding Company, Inc.West VirginiaGMA-Brightwood, Inc.West VirginiaGMA-Madison, Inc.West VirginiaGMA-Uniontown, Inc.PennsylvaniaGrand Ledge I, LLCDelawareGreat Falls Clinic-Frauenshuh, LLCMinnesotaGreeneville Healthcare Investors, LLCDelawareGreenspring Meridian Limited PartnershipMarylandGroton Associates of Connecticut, L.P.DelawareGWC-Crestwood, Inc.VirginiaGWC-Glen Cove, Inc.VirginiaHabitation Domaine des Trembles Inc.QuebecHabitation Faubourg Giffard Inc.QuebecHammes Company Green Bay I, LLCWisconsinHammes Company Green Bay II, LLCWisconsinHammonds Lane Meridian Limited PartnershipMarylandHanford Court LtdIsland of JerseyHarbor Crest Tenant, LLCDelawareHBLR Operating, LLCDelawareHBLR/Burlington Operating, LLCDelawareHBLR/Highland Park Operating, LLCDelawareHBLR/Lynnfield Operating, LLCDelawareHBLR/Randolph Operating, LLCDelawareHC Mill Creek I, LLCWisconsinHC Redmond I, LLCWisconsinHC Summit I, LLCWisconsinHCN (Pembroke) Property Inc.British ColumbiaHCN (Stonehaven) Property Inc.British ColumbiaHCN Access Holdings, LLCDelawareHCN Access Las Vegas I, LLCDelawareHCN Canadian Holdings GP-1 Ltd.British ColumbiaHCN Canadian Holdings LP-1 Ltd.British ColumbiaHCN Canadian Holdings-1 LPOntarioHCN Canadian Investment-1 LPOntarioHCN Canadian Investment-2 LPOntarioHCN Canadian Investment-3 LPOntarioHCN Canadian Investment-4 LPOntarioHCN Canadian Leasing (British Columbia) Ltd.British ColumbiaHCN Canadian Leasing Ltd.British ColumbiaHCN Canadian Leasing-2 Ltd.British ColumbiaHCN Canadian Leasing-3 Ltd.British ColumbiaHCN Canadian Leasing-4 Ltd.British ColumbiaHCN Canadian Properties, Inc.New BrunswickHCN Capital Holdings II, LLCDelawareHCN Capital Holdings, LLCDelawareHCN Development Services Group, Inc.IndianaHCN Emerald Holdings, LLCDelawareHCN FCE Life Sciences, LLCDelawareHCN Fountains Leasing Ltd.British ColumbiaHCN Hancock Investments, LtdIsland of JerseyHCN Hancock Leicester Ltd.Island of GuernseyHCN Hancock Loxley Park Ltd.Island of GuernseyHCN Hancock Miramar Ltd.Island of GuernseyHCN Imperial Leasing Ltd.British ColumbiaHCN Interra Lake Travis LTACH, LLCDelawareHCN Investment GP-1 Ltd.British ColumbiaHCN Investment GP-2 Ltd.British ColumbiaHCN Investment GP-3 Ltd.British ColumbiaHCN Investment GP-4 Ltd.British ColumbiaHCN Investment LP-1 Ltd.British ColumbiaHCN Investment LP-2 Ltd.British ColumbiaHCN Lake Travis Holdings, LLCDelawareHCN Lake Travis Property One, LLCDelawareHCN Lake Travis Property Two, LLCDelawareHCN Lessee (Pembroke) GP Inc.British ColumbiaHCN Lessee (Pembroke) LPOntarioHCN Lessee (Ross) GP Inc.British ColumbiaHCN Lessee (Ross) LPOntarioHCN Lessee (Stonehaven) GP Inc.British ColumbiaHCN Lessee (Stonehaven) LPOntarioHCN Medicus Holdings, LLCDelawareHCN Navvis Clarkson Valley, LLCDelawareHCN Renaissance Leasing Ltd.British ColumbiaHCN Rendina Holdings, LLCDelawareHCN Rendina Merced, LLCDelaware HCN Rendina Merced, LLCDelawareHCN Ross Leasing Ltd.British ColumbiaHCN UK Holdco LimitedIsland of JerseyHCN UK Investments LimitedIsland of JerseyHCN UK Management Services LimitedUnited KingdomHCN UK Saints Investments LtdIsland of JerseyHCN-Revera (Appleby Place) Inc.OntarioHCN-Revera (Bough Beeches Place) Inc.OntarioHCN-Revera (Centennial Park Place) Inc.OntarioHCN-Revera (Churchill Place) Inc.OntarioHCN-Revera (Colonel By) Inc.OntarioHCN-Revera (Constitution Place) Inc.OntarioHCN-Revera (Don Mills/Donway Place) Inc.OntarioHCN-Revera (Fergus Place) Inc.OntarioHCN-Revera (Glynnwood) Inc.OntarioHCN-Revera (Hollyburn House) Inc.OntarioHCN-Revera (Kensington) Inc.OntarioHCN-Revera (Parkwood Court) Inc.OntarioHCN-Revera (Parkwood Manor) Inc.OntarioHCN-Revera (Parkwood Place) Inc.OntarioHCN-Revera (Rayoak Place) Inc.OntarioHCN-Revera (Victoria Place) Inc.OntarioHCN-Revera (Wellington) Inc.OntarioHCN-Revera (Whitecliff) Inc.OntarioHCN-Revera Joint Venture GP Inc.OntarioHCN-Revera Joint Venture Limited PartnershipOntarioHCN-Revera Lessee (Appleby Place) GP Inc.OntarioHCN-Revera Lessee (Appleby Place) LPOntarioHCN-Revera Lessee (Arnprior Villa) GP Inc.OntarioHCN-Revera Lessee (Arnprior Villa) LPOntarioHCN-Revera Lessee (Bentley Moose Jaw) GP Inc.OntarioHCN-Revera Lessee (Bentley Moose Jaw) LPOntarioHCN-Revera Lessee (Bentley Regina) GP Inc.OntarioHCN-Revera Lessee (Bentley Regina) LPOntarioHCN-Revera Lessee (Bentley Saskatoon) GP Inc.OntarioHCN-Revera Lessee (Bentley Saskatoon) LPOntarioHCN-Revera Lessee (Bentley Swift Current) GP Inc.OntarioHCN-Revera Lessee (Bentley Swift Current) LPOntarioHCN-Revera Lessee (Bentley Yorkton) GP Inc.OntarioHCN-Revera Lessee (Bentley Yorkton) LPOntarioHCN-Revera Lessee (Bough Beeches Place) GP Inc.OntarioHCN-Revera Lessee (Bough Beeches Place) LPOntarioHCN-Revera Lessee (Cedarcroft Place) GP Inc.OntarioHCN-Revera Lessee (Cedarcroft Place) LPOntarioHCN-Revera Lessee (Centennial Park Place) GP Inc.OntarioHCN-Revera Lessee (Centennial Park Place) LPOntarioHCN-Revera Lessee (Chateau Renoir) GP Inc.OntarioHCN-Revera Lessee (Chateau Renoir) LPOntarioHCN-Revera Lessee (Churchill Place) GP Inc.OntarioHCN-Revera Lessee (Churchill Place) LPOntarioHCN-Revera Lessee (Claremont) GP Inc.OntarioHCN-Revera Lessee (Claremont) LPOntarioHCN-Revera Lessee (Colonel By) GP Inc.OntarioHCN-Revera Lessee (Colonel By) LPOntarioHCN-Revera Lessee (Constitution Place) GP Inc.OntarioHCN-Revera Lessee (Constitution Place) LPOntarioHCN-Revera Lessee (Don Mills) GP Inc.OntarioHCN-Revera Lessee (Don Mills) LPOntarioHCN-Revera Lessee (Donway Place) GP Inc.OntarioHCN-Revera Lessee (Donway Place) LPOntarioHCN-Revera Lessee (Dorchester) GP Inc.OntarioHCN-Revera Lessee (Dorchester) LPOntarioHCN-Revera Lessee (Edgemont) GP Inc.OntarioHCN-Revera Lessee (Edgemont) LPOntarioHCN-Revera Lessee (Fergus Place) GP Inc.OntarioHCN-Revera Lessee (Fergus Place) LPOntarioHCN-Revera Lessee (Fleetwood Villa) GP Inc.OntarioHCN-Revera Lessee (Fleetwood Villa) LPOntarioHCN-Revera Lessee (Franklin) GP Inc.OntarioHCN-Revera Lessee (Franklin) LPOntarioHCN-Revera Lessee (Glynnwood) GP Inc.OntarioHCN-Revera Lessee (Glynnwood) LPOntarioHCN-Revera Lessee (Heritage Lodge) GP Inc.OntarioHCN-Revera Lessee (Heritage Lodge) LPOntarioHCN-Revera Lessee (Highland Place) GP Inc.OntarioHCN-Revera Lessee (Highland Place) LPOntarioHCN-Revera Lessee (Hollyburn House) GP Inc.OntarioHCN-Revera Lessee (Hollyburn House) LPOntarioHCN-Revera Lessee (Hunt Club Manor) GP Inc.OntarioHCN-Revera Lessee (Hunt Club Manor) LPOntario HCN-Revera Lessee (Kensington) GP Inc.OntarioHCN-Revera Lessee (Kensington) LPOntarioHCN-Revera Lessee (Landmark Court) GP Inc.OntarioHCN-Revera Lessee (Landmark Court) LPOntarioHCN-Revera Lessee (Marian Chateau) GP Inc.OntarioHCN-Revera Lessee (Marian Chateau) LPOntarioHCN-Revera Lessee (McKenzie Towne) GP Inc.OntarioHCN-Revera Lessee (McKenzie Towne) LPOntarioHCN-Revera Lessee (Ogilvie Villa) GP Inc.OntarioHCN-Revera Lessee (Ogilvie Villa) LPOntarioHCN-Revera Lessee (Parkwood Court) GP Inc.OntarioHCN-Revera Lessee (Parkwood Court) LPOntarioHCN-Revera Lessee (Parkwood Manor) GP Inc.OntarioHCN-Revera Lessee (Parkwood Manor) LPOntarioHCN-Revera Lessee (Parkwood Place) GP Inc.OntarioHCN-Revera Lessee (Parkwood Place) LPOntarioHCN-Revera Lessee (Queenswood Villa) GP Inc.OntarioHCN-Revera Lessee (Queenswood Villa) LPOntarioHCN-Revera Lessee (Rayoak Place) GP Inc.OntarioHCN-Revera Lessee (Rayoak Place) LPOntarioHCN-Revera Lessee (Riverbend) GP Inc.OntarioHCN-Revera Lessee (Riverbend) LPOntarioHCN-Revera Lessee (Scenic Acres) GP Inc.OntarioHCN-Revera Lessee (Scenic Acres) LPOntarioHCN-Revera Lessee (Stittsville Villa) GP Inc.OntarioHCN-Revera Lessee (Stittsville Villa) LPOntarioHCN-Revera Lessee (Terrace Gardens) GP Inc.OntarioHCN-Revera Lessee (Terrace Gardens) LPOntarioHCN-Revera Lessee (The Churchill) GP Inc.OntarioHCN-Revera Lessee (The Churchill) LPOntarioHCN-Revera Lessee (Trafalgar Lodge) GP Inc.OntarioHCN-Revera Lessee (Trafalgar Lodge) LPOntarioHCN-Revera Lessee (Victoria Place) GP Inc.OntarioHCN-Revera Lessee (Victoria Place) LPOntarioHCN-Revera Lessee (Waverley/Rosewood) GP Inc.OntarioHCN-Revera Lessee (Waverley/Rosewood) LPOntarioHCN-Revera Lessee (Wellington) GP Inc.OntarioHCN-Revera Lessee (Wellington) LPOntarioHCN-Revera Lessee (Whitecliff) GP Inc.OntarioHCN-Revera Lessee (Whitecliff) LPOntarioHCN-TH Wisconsin I, LLCDelawareHCN-TH Wisconsin II, LLCDelawareHCN-TH Wisconsin III, LLCDelawareHCN-TH Wisconsin IV, LLCDelawareHCN-TH Wisconsin V, LLCDelawareHCN-TH Wisconsin VI, LLCDelawareHCN-TH Wisconsin VII, LLCDelawareHCN-TH Wisconsin VIII, LLCDelawareHCRE Solutions, LLCDelawareHCRI 10301 Hagen Ranch Holdings, LLCDelawareHCRI 10301 Hagen Ranch Properties II, LLCDelawareHCRI 10301 Hagen Ranch Properties, LLCDelawareHCRI 3400 Old Milton, LLCDelawareHCRI 5670 Peachtree Dunwoody, LLCDelawareHCRI 975 Johnson Ferry, LLCDelawareHCRI Abingdon Holdings, Inc.North CarolinaHCRI Abingdon Properties, LPNorth CarolinaHCRI Akron Properties, LLCDelawareHCRI AL U.S. Bonita Subtenant, LLCDelawareHCRI AL U.S. Boulder Subtenant, LLCDelawareHCRI AL U.S. G.P. Woods Subtenant, LLCDelawareHCRI AL U.S. GP Woods II Subtenant, LLCDelawareHCRI AL U.S. Huntington Beach Subtenant, LLCDelawareHCRI AL U.S. La Jolla Subtenant, LLCDelawareHCRI AL U.S. La Palma Subtenant, LLCDelawareHCRI AL U.S. Newtown Square Subtenant, LLCDelawareHCRI AL U.S. Playa Vista Subtenant, LLCDelawareHCRI AL U.S. Sacramento Subtenant, LLCDelawareHCRI AL U.S. San Gabriel Subtenant, LLCDelawareHCRI AL U.S. Seal Beach Subtenant, LLCDelawareHCRI AL U.S. Studio City Subtenant, LLCDelawareHCRI AL U.S. Wilmington Subtenant, LLCDelawareHCRI AL U.S. Woodland Hills Subtenant, LLCDelawareHCRI Allen Medical Facility, LLCDelawareHCRI Ancillary TRS, Inc.DelawareHCRI Asheboro Holdings, Inc.North CarolinaHCRI Asheboro Properties, LPNorth CarolinaHCRI Beachwood, Inc.OhioHCRI Boardman Properties, LLCDelawareHCRI Braintree Subtenant, LLCDelaware HCRI Broadview, Inc.OhioHCRI Burlington Manor Holdings, Inc.North CarolinaHCRI Burlington Manor Properties, LPNorth CarolinaHCRI Carmel Building A Medical Facility, LLCDelawareHCRI Carmel Building B Medical Facility, LLCDelawareHCRI Cold Spring Properties, LLCDelawareHCRI Concord Place Holdings, Inc.North CarolinaHCRI Concord Place Properties, LPNorth CarolinaHCRI Connecticut Avenue Subtenant, LLCDelawareHCRI Crestwood Subtenant, LLCDelawareHCRI Cumberland Properties, LLCDelawareHCRI Dallas Medical Facility, LLCDelawareHCRI Dayton Place-Denver Properties, LLCDelawareHCRI Deerfield Beach Medical Facility, LLCDelawareHCRI Draper Place Properties TrustMassachusettsHCRI Drum Hill Properties, LLCDelawareHCRI Eden Holdings, Inc.North CarolinaHCRI Eden Properties, LPNorth CarolinaHCRI Edison Subtenant, LLCDelawareHCRI Emerald Holdings III, LLCDelawareHCRI Emerald Holdings, LLCDelawareHCRI Exchange Management I, LLCDelawareHCRI Exchange Properties I, LLCDelawareHCRI Fairfax Subtenant, LLCDelawareHCRI Fairmont Properties, LLCDelawareHCRI Financial Services, LLCDelawareHCRI Financing, Inc.DelawareHCRI Fore River Medical Facility, LLCDelawareHCRI Fort Bend Clinic, LLCDelawareHCRI Fort Wayne Medical Facility, LLCDelawareHCRI Fox Hill (HCU) Subtenant, LLCDelawareHCRI Fullerton Subtenant, LLCDelawareHCRI Gardner Park TRS, LLCDelawareHCRI Gaston Manor Holdings, Inc.North CarolinaHCRI Gaston Manor Properties, LPNorth CarolinaHCRI Henderson Subtenant, LLCDelawareHCRI Hermosa Beach TRS, LLCDelawareHCRI High Point Manor Holdings, Inc.North CarolinaHCRI High Point Manor Properties, LPNorth CarolinaHCRI Holdings TrustMassachusettsHCRI Hunters Glen Properties, LLCDelawareHCRI Illinois Properties II, LLCDelawareHCRI Illinois Properties, LLCDelawareHCRI Indiana Properties, Inc.DelawareHCRI Indiana Properties, LLCIndianaHCRI Investments, Inc.DelawareHCRI Kansas Properties, LLCDelawareHCRI Karrington TRS, LLCDelawareHCRI Kentucky Properties, LLCKentuckyHCRI Kirkland Properties, LLCDelawareHCRI Leominster TRS, LLCDelawareHCRI Limited Holdings, Inc.DelawareHCRI Logistics, Inc.DelawareHCRI Louisiana Properties, L.P.DelawareHCRI Marina Place Properties TrustMassachusettsHCRI Massachusetts Properties TrustMassachusettsHCRI Massachusetts Properties Trust IIMassachusettsHCRI Massachusetts Properties, Inc.DelawareHCRI McLean TRS, LLCDelawareHCRI Merrillville Medical Facility, LLCDelawareHCRI Missouri Properties, LLCDelawareHCRI Monterey Subtenant, LLCDelawareHCRI Nassau Bay Medical Facility, LLCDelawareHCRI Nevada Properties, Inc.NevadaHCRI New Hampshire Properties, LLCDelawareHCRI North Carolina Properties I, Inc.North CarolinaHCRI North Carolina Properties II, Inc.North CarolinaHCRI North Carolina Properties III, Limited PartnershipNorth CarolinaHCRI North Carolina Properties, LLCDelawareHCRI NY-NJ Properties, LLCDelawareHCRI Pennsylvania Properties Holding CompanyDelawareHCRI Pennsylvania Properties, Inc.PennsylvaniaHCRI Plano Medical Facility, LLCDelawareHCRI Prestonwood Medical Facility, LLCDelawareHCRI Provider Properties, LLCDelawareHCRI Purchasing, LLCDelawareHCRI Raleigh Medical Facility, LLCDelawareHCRI Red Fox ManCo, LLCDelawareHCRI Red Fox OpCo, LLCDelawareHCRI Ridgeland Pointe Properties, LLCDelaware HCRI Rogers Medical Facility, LLCDelawareHCRI Roswell I Medical Facility, LLCDelawareHCRI Roswell II Medical Facility, LLCDelawareHCRI Roswell III Medical Facility, LLCDelawareHCRI Senior Housing Properties, Inc.DelawareHCRI SL II TRS Corp.DelawareHCRI SL III TRS Corp.DelawareHCRI SL IV TRS Corp.DelawareHCRI Southern Investments I, Inc.DelawareHCRI Southlake Medical Facility, LLCDelawareHCRI Statesville Place Holdings I, Inc.North CarolinaHCRI Statesville Place Holdings II, Inc.North CarolinaHCRI Statesville Place Properties I, LPNorth CarolinaHCRI Statesville Place Properties II, LPNorth CarolinaHCRI Summit Properties, LLCDelawareHCRI Sun Development TRS, LLCDelawareHCRI Sun GP I, LLCDelawareHCRI Sun I Braintree MA Senior Living, LLCDelawareHCRI Sun I Fullerton CA Senior Living, LPDelawareHCRI Sun I Henderson NV Senior Living, LLCDelawareHCRI Sun III Dresher Senior Living, LPDelawareHCRI Sun III Golden Valley Senior Living, LLCDelawareHCRI Sun III GP, LLCDelawareHCRI Sun III Lenexa Senior Living, LLCDelawareHCRI Sun III Minnetonka Senior Living, LLCDelawareHCRI Sun III Palo Alto Senior Living, LPDelawareHCRI Sun III Plano Senior Living, LPDelawareHCRI Sun III Shelby Senior Living, LLCDelawareHCRI Sun III Tenant Acquisition, LLCDelawareHCRI Sun III Tenant GP, LLCDelawareHCRI Sun III Tenant, LPDelawareHCRI Sun III TRS, LLCDelawareHCRI Sun Partners II, LLCDelawareHCRI Sun Partners III, LLCDelawareHCRI Sun Partners IV, LLCDelawareHCRI Sun Three Lombard IL Senior Living, LLCDelawareHCRI Sun Three Pool One, LLCDelawareHCRI Sun Two Baton Rouge LA Senior Living, LLCDelawareHCRI Sun Two Broomfield CO Senior Living, LLCDelawareHCRI Sun Two Gilbert AZ Senior Living, LLCDelawareHCRI Sun Two McCandless PA Senior Living, LPDelawareHCRI Sun Two Metairie LA Senior Living, LLCDelawareHCRI Sun Two Pool One GP, LLCDelawareHCRI Sun Two Pool One, LLCDelawareHCRI Sun Two Pool Two, LLCDelawareHCRI Sun Two Simi Valley CA Senior Living, LPDelawareHCRI Tallahassee Medical Facility, LLCDelawareHCRI Tennessee Properties, Inc.DelawareHCRI Tennessee Properties, LLCDelawareHCRI Texas Health Southlake Hospital Medical Facility, LLCDelawareHCRI Texas Properties, Inc.DelawareHCRI Texas Properties, Ltd.TexasHCRI TRS Acquirer II, LLCDelawareHCRI TRS Acquirer, LLCDelawareHCRI TRS Trident Investment, LLCDelawareHCRI Tucson Properties, Inc.DelawareHCRI Van Nuys Medical Facility, LLCDelawareHCRI Virginia Beach Medical Facility, LLCDelawareHCRI Walleye TRS, LLCDelawareHCRI Webb Gin Subtenant, LLCDelawareHCRI Weddington Park Holdings, Inc.North CarolinaHCRI Weddington Park Properties, LPNorth CarolinaHCRI Westgate Medical Facility, LLCDelawareHCRI Westlake, Inc.OhioHCRI Wilburn Gardens Properties, LLCDelawareHCRI Wisconsin Properties, LLCWisconsinHCRI/SRZ Master OpCo, LLCDelawareHCRIX Houston, LLCDelawareHCRIX Royal, LLCDelawareHealth Resources of Cedar Grove, Inc.New JerseyHealth Resources of Cinnaminson, Inc.New JerseyHealth Resources of Cranbury, L.L.C.New JerseyHealth Resources of Cumberland, Inc.DelawareHealth Resources of Eatontown, L.L.C.New JerseyHealth Resources of Emery, L.L.C.New JerseyHealth Resources of Englewood, Inc.New JerseyHealth Resources of Fair Lawn, L.L.C.New JerseyHealth Resources of Gardner, Inc.DelawareHealth Resources of Glastonbury, Inc.ConnecticutHealth Resources of Groton, Inc.Delaware Health Resources of Groton, Inc.DelawareHealth Resources of Middletown (RI), Inc.DelawareHealth Resources of Ridgewood, L.L.C.New JerseyHealth Resources of Rockville, Inc.DelawareHealth Resources of South Brunswick, L.L.C.New JerseyHealth Resources of Wallingford, Inc.DelawareHealth Resources of Warwick, Inc.DelawareHealth Resources of West Orange, L.L.C.New JerseyHealthcare Property Managers of America, LLCFloridaHealthcare Resources Corp.PennsylvaniaHeat Merger Sub, LLCDelawareHeat OP TRS, Inc.DelawareHempstalls Hall LtdIsland of JerseyHH Florida, LLCDelawareHighcliffe LtdIsland of JerseyHighland Healthcare Investors, LLCDelawareHilltop Health Care Center, Inc.DelawareHinckley House LtdIsland of JerseyHolly Manor Associates of New Jersey, L.P.DelawareHorizon Associates, Inc.West VirginiaHorse Fair LtdIsland of JerseyHRWV Huntington, Inc.West VirginiaHudson MOB Holdings, Inc.DelawareHunt Club Manor Facility Inc.OntarioI.L.S. Care Communities Inc.OntarioImperial Place Residence Inc. / Residence Place Imperiale Inc.QuebecJackson Investors, LLCDelawareJohns Creek GA Senior Living Owner, LLCDelawareJupiter Landlord, LLCDelawareKaiser Gemini Burgundy, LLCOklahomaKaiser Gemini Woodland, LLCOklahomaKeystone Nursing Home, Inc.DelawareKilleen Healthcare Investors, LLCDelawareKirkstall Aire View LtdIsland of JerseyKnollwood Manor, Inc.PennsylvaniaKSL Landlord, LLCDelawareLake Mead Medical Investors Limited PartnershipFloridaLandmark Facility Inc.OntarioLaurel Health Resources, Inc.DelawareLe Wellesley Inc.QuebecLeawood Tenant, LLCDelawareLehigh Nursing Homes, Inc.PennsylvaniaLenexa Investors II, LLCDelawareLenexa Investors, LLCDelawareLeon Dorchester Facility Inc.OntarioLes Belvédères de Lachine Inc.CanadaLes Jardins Laviolette Inc.QuebecLes Residences-Hôtellerie Harmonie Inc.QuebecLLUMCM, LLCDelawareLombard IL Senior Living Owner, LLCDelawareLouisville KY Senior Living Owner, LLCDelawareMabri Convalescent Center, Inc.ConnecticutManoir Archer Inc.QuebecManoir Bois de Boulogne Inc.QuebecManoir et Cours de l'Atrium Inc.QuebecManoir Pointe-aux-Trembles Inc.QuebecManoir St-Jérôme Inc.QuebecMarkglen, Inc.West VirginiaMarlinton Associates Limited PartnershipWest VirginiaMarlinton Associates, Inc.PennsylvaniaMarlinton Partnership Holding Company, Inc.PennsylvaniaMaster HCRI Sun Dev I, LLCDelawareMaster HCRI Sun III GP, LLCDelawareMaster HCRI Sun III, LPDelawareMaster HCRI Sun Manager I, LLCDelawareMaster MetSun GP, LLCDelawareMaster MetSun Three GP, LLCDelawareMaster MetSun Three, LPDelawareMaster MetSun Two GP, LLCDelawareMaster MetSun Two, LPDelawareMaster MetSun, LPDelawareMcCandless PA Senior Living Owner, LLCDelawareMcKenzie Towne Facility Inc.OntarioMcKerley Health Care Center-Concord Limited PartnershipNew HampshireMcKerley Health Care Center-Concord, Inc.New HampshireMcKerley Health Care Centers, Inc.New HampshireMcKerley Health FacilitiesNew HampshireMed Properties Asset Group, L.L.C.IndianaMedical Real Estate Property Managers of America, LLCFloridaMercerville Associates of New Jersey, L.P.Delaware Meridian Edgewood Limited PartnershipMarylandMeridian Health, Inc.PennsylvaniaMeridian Healthcare, Inc.PennsylvaniaMeridian Perring Limited PartnershipMarylandMeridian Valley Limited PartnershipMarylandMeridian Valley View Limited PartnershipMarylandMeridian/Constellation Limited PartnershipMarylandMetairie LA Senior Living Owner, LLCDelawareMetropolitan Senior Housing, LLCDelawareMetropolitan/Bellevue Senior Housing, LLCDelawareMetropolitan/Cohasset Senior Housing, LLCDelawareMetropolitan/Decatur Senior Housing, LLCDelawareMetropolitan/Glen Cove Senior Housing, LLCDelawareMetropolitan/Hunter Mill Senior Housing, LLCDelawareMetropolitan/Oakland Hills GP, LLCDelawareMetropolitan/Paramus Senior Housing, LLCDelawareMetropolitan/Walnut Creek Senior Housing, LLCDelawareMetropolitan/Wayland Senior Housing, LLCDelawareMetropolitan/West Essex Senior Housing, LLCDelawareMetSun Barrington IL Senior Living, LLCDelawareMetSun Bon Air VA Senior Living, LLCDelawareMetSun Chandler AZ Senior Living, LLCDelawareMetSun Cinco Ranch TX Senior Living, LPDelawareMetSun Fort Worth TX Senior Living, LPDelawareMetSun GP, LLCDelawareMetSun Grand Rapids MI Senior Living, LLCDelawareMetSun Highland SLC UT Senior Living, LLCDelawareMetSun Jackson NJ Senior Living, LLCDelawareMetSun Leawood KS Senior Living, LLCDelawareMetSun Overland Park KS Senior Living, LLCDelawareMetSun Three Franklin MA Senior Living, LLCDelawareMetSun Three Kingwood TX Senior Living, LPDelawareMetSun Three Mundelein IL Senior Living, LLCDelawareMetSun Three Pool Three GP, LLCDelawareMetSun Three Pool Three, LLCDelawareMetSun Three Pool Two GP, LLCDelawareMetSun Three Pool Two, LLCDelawareMetSun Three Sabre Springs CA Senior Living, LPDelawareMetSun Tucson AZ Senior Living, LLCDelawareMetSun Two Carmel IN Senior Living, LLCDelawareMetSun Two Carmichael CA Senior Living, LPDelawareMetSun Two Frisco TX Senior Living, LPDelawareMetSun Two Jacksonville FL Senior Living, LLCDelawareMetSun Two Pool Three GP, LLCDelawareMetSun Two Pool Three, LLCDelawareMG Landlord II, LLCDelawareMG Landlord, LLCDelawareMG Tenant, LLCDelawareMGP 41, LLCDelawareMGP 42, LLCDelawareMGP 43, LLCDelawareMGP 44, LLCDelawareMGP 45, LLCDelawareMGP 46, LLCDelawareMGP 47, LLCDelawareMGP 48, LLCDelawareMGP 49, LLCDelawareMGP 50, LLCDelawareMGP 51, LLCDelawareMGP 52, LLCDelawareMGP I, LLCWashingtonMGP V, LLCWashingtonMGP VI, LLCWashingtonMGP X, LLCWashingtonMGP XI, LLCWashingtonMGP XII, LLCWashingtonMGP XIII, LLCWashingtonMGP XIV, LLCWashingtonMGP XIX, LLCWashingtonMGP XL, LLCWashingtonMGP XV, LLCWashingtonMGP XVI, LLCWashingtonMGP XVII, LLCWashingtonMGP XXIX, LLCWashingtonMGP XXV, LLCWashingtonMGP XXXII, LLCWashingtonMGP XXXIII, LLCWashingtonMGP XXXIX, LLCWashingtonMGP XXXVII, LLCWashingtonMGP XXXVIII, LLCWashington Middletown (RI) Associates of Rhode Island, L.P.DelawareMidland I, LLCDelawareMidwest 108th & Q, LLCDelawareMidwest Ames, LLCDelawareMidwest Miracle Hills, LLCDelawareMidwest Prestwick, LLCDelawareMidwest Van Dorn, LLCDelawareMidwest Village of Columbus, LLCDelawareMidwest Windermere, LLCDelawareMidwest Woodbridge, LLCDelawareMilford ALF, LLCDelawareMill Creek Real Estate Partners, LLCDelawareMillville Meridian Limited PartnershipMarylandMinnetonka Tenant, LLCDelawareMoline Physicians, LLCDelawareMontgomery Nursing Homes, Inc.PennsylvaniaMonticello Healthcare Properties, LLCDelawareMoorestown Physicians, LLCDelawareMount Vernon Physicians, LLCDelawareMountain View Tenant, LLCDelawareMSH Operating, LLCDelawareMSH/Bellevue Operating, LLCDelawareMSH/Cohasset Operating, LLCDelawareMSH/Decatur Operating, LLCDelawareMSH/Glen Cove Operating, LLCDelawareMSH/Hunter Mill Operating, LLCDelawareMSH/Malvern Operating, LLCDelawareMSH/Oakland Hills GP, LLCDelawareMSH/Oakland Hills Operating, L.P.CaliforniaMSH/Paramus Operating, LLCDelawareMSH/Walnut Creek Operating, LLCDelawareMSH/Wayland Operating, LLCDelawareMSH/West Essex Operating, LLCDelawareMSH/Whitemarsh Operating, LLCDelawareMurrieta Healthcare Investors, LLCDelawareMurrieta Healthcare Properties, LLCDelawareNewcross LtdIsland of JerseyNewtown Square Senior Living, L.L.C.DelawareNNA Akron Property, LLCDelawareNorth Cape Convalescent Center Associates, L.P.PennsylvaniaNorth Pointe Tenant, LLCDelawareNorthwest Total Care Center Associates L.P.New JerseyNursing and Retirement Center of the Andovers, Inc.MassachusettsOgilvie Facility Inc.OntarioOne Veronica Drive Danvers LLCDelawareOshawa Facility Inc.OntarioOverland Park Tenant, LLCDelawareParamount Real Estate Services, Inc.DelawareParthenon Property Holdings, LLCDelawarePendleton Physicians, LLCDelawarePetoskey I, LLCDelawarePetoskey II, LLCDelawarePhiladelphia Avenue AssociatesPennsylvaniaPhiladelphia Avenue CorporationPennsylvaniaPleasant View Retirement Limited Liability CompanyDelawarePlymouth I, LLCDelawarePompton Associates, L.P.New JerseyPompton Care, L.L.C.New JerseyPrescott Nursing Home, Inc.MassachusettsProvidence Health Care, Inc.DelawarePS UK (Jersey) GP LimitedIsland of JerseyPS UK II GP LimitedIsland of JerseyPS UK II Prop Holding SarLLuxembourgPS UK II SarLLuxembourgPS UK Investment (Jersey) Limited PartnershipIsland of JerseyPS UK Investment II (Jersey) Limited PartnershipIsland of JerseyPS UK SarLLuxembourgPVL Landlord - BC, LLCDelawarePVL Landlord - Hattiesburg, LLCDelawarePVL Landlord - STL Hills, LLCDelawarePVL Landlord - Webster, LLCDelawareQueenswood Facility Inc.OntarioRaleigh Manor Limited PartnershipWest VirginiaRedmond Partners, LLCDelawareRenoir Facility Inc.OntarioResidence l'Ermitage Inc.QuebecResidence Notre-Dame (Victoriaville) Inc.QuebecRest Haven Nursing Home, Inc.West VirginiaRFMLP GP Buyer, LLCDelawareRFMLP Merger Sub, Inc.Delaware Ridgmar Tenant, LLCDelawareRiver Street AssociatesPennsylvaniaRiverbend Facility, Inc.OntarioRose View Manor, Inc.PennsylvaniaRoss Place Retirement Residence Inc. / Residence Pour Retraites Ross Place Inc.British ColumbiaRoswell Tenant, LLCDelawareRRR SAS Facilities Inc.OntarioRVNR, Inc.DelawareS&R Property SPE, LLCDelawareSaints Investments LtdUnited KingdomSanta Monica AL, LLCDelawareSanta Monica Assisted Living Owner, LLCDelawareSanta Monica GP, LLCDelawareSarah Brayton General Partnership f/k/a Charlton Nursing Care Center PartnershipMassachusettsSchuylkill Nursing Homes, Inc.PennsylvaniaSenior Living Mezz B, LLCDelawareSenior Living Mezz C, LLCDelawareSenior Living Mezz D, LLCDelawareSenior Living Mezz E, LLCDelawareSenior Living Ventures, Inc.PennsylvaniaSenior Star Investments I, LLCDelawareSenior Star Investments Kenwood, LLCDelawareSenior Star Kenwood Holdco, LLCDelawareSenior Star Tenant Kenwood, LLCDelawareSenior Star Tenant, LLCDelawareShawnee Mission Investors II, LLCDelawareShawnee Mission Investors, LLCDelawareSHP-ARC II, LLCDelawareSignature at Loxley Park (Property) LimitedUnited KingdomSignature at the Miramar (Property) LimitedUnited KingdomSignature Senior Landlord, LLCDelawareSilverado Senior Living Alhambra, Inc.CaliforniaSilverado Senior Living Azusa, Inc.CaliforniaSilverado Senior Living Calabasas, Inc.CaliforniaSilverado Senior Living Costa Mesa, Inc.CaliforniaSilverado Senior Living Dallas, Inc.DelawareSilverado Senior Living Encinitas, Inc.CaliforniaSilverado Senior Living Escondido, Inc.CaliforniaSilverado Senior Living Houston, Inc.DelawareSilverado Senior Living Las Colinas, Inc.DelawareSilverado Senior Living Los Angeles, Inc.CaliforniaSilverado Senior Living of Cypresswood, Inc.DelawareSilverado Senior Living of Kingwood, Inc.DelawareSilverado Senior Living of Sugarland, Inc.DelawareSilverado Senior Living of Woodlands, Inc.DelawareSilverado Senior Living Redondo Beach, Inc.CaliforniaSilverado Senior Living Salt Lake City, Inc.DelawareSilverado Senior Living San Juan Capistrano, Inc.CaliforniaSilverado Senior Living Scottsdale, Inc.DelawareSilverado Senior Living Turtle Creek, Inc.DelawareSilverado Senior Living Tustin, Inc.CaliforniaSilverado Senior Living, Inc.CaliforniaSilvermere LtdIsland of JerseySimi Valley CA Senior Living Owner, LLCDelawareSolomont Family Fall River Venture, Inc.MassachusettsSomerset Ridge General PartnershipMassachusettsSouth Valley Medical Building L.L.C.MinnesotaSouth Valley Venture, LLCMinnesotaSouthern Ocean GP, LLCNew JerseySpencer House LtdIsland of JerseySR-73 and Lakeside Ave LLCDelawareSSL Aspen Park SPE, LLCDelawareSSL Landlord, LLCDelawareSSL Sponsor, LLCDelawareSSL Tenant, LLCDelawareSt. Anthony Physicians, LLCDelawareSt. Clare Physicians II, LLCDelawareSt. Clare Physicians, LLCDelawareSt. Joseph Physicians, LLCDelawareStafford Associates of N.J., L.P.New JerseyStafford Care Home LtdIsland of JerseyStafford Convalescent Center, Inc.DelawareStafford Medical Office Pavilion, LLCDelawareStamford Physicians, LLCDelawareStittsville Facility Inc.OntarioSubtenant 10225 Cypresswood Drive, LLCDelawareSubtenant 1118 N. Stoneman Avenue, LLCDelawareSubtenant 1221 Seventh Street, LLCDelawareSubtenant 125 W. Sierra Madre Avenue, LLCDelawareSubtenant 1301 Ralston Avenue, LLCDelaware Subtenant 1301 Ralston Avenue, LLCDelawareSubtenant 1430 East 4500 South, LLCDelawareSubtenant 1500 Borden Road, LLCDelawareSubtenant 22955 Eastex Freeway, LLCDelawareSubtenant 240 E. Third Street, LLCDelawareSubtenant 25100 Calabasas Road, LLCDelawareSubtenant 30311 Camino Capistrano, LLCDelawareSubtenant 330 North Hayworth Avenue, LLCDelawareSubtenant 335 Saxony Road, LLCDelawareSubtenant 350 W. Bay Street, LLCDelawareSubtenant 3611 Dickason Avenue, LLCDelawareSubtenant 514 N. Prospect Avenue, LLCDelawareSubtenant 5521 Village Creek Drive, LLCDelawareSubtenant 7950 Baybranch Drive, LLCDelawareSubtenant 8855 West Valley Ranch Parkway, LLCDelawareSubtenant 9410 E. Thunderbird, LLCDelawareSun City West Tenant, LLCDelawareSun IV LLCDelawareSunrise at Frognal House LimitedIsland of JerseySunrise Basking Ridge Assisted Living, L.L.C.New JerseySunrise Belmont Assisted Living, L.L.C.CaliforniaSunrise Bethesda (SL-AU), LLCDelawareSunrise Bethesda (SL-HCU), LLCDelawareSunrise Bloomfield South MI Senior Living, LLCDelawareSunrise Buckhead GA Senior Living, LLCDelawareSunrise Burlington Senior Living, LLCDelawareSunrise Chesterfield Assisted Living, L.L.C.MissouriSunrise Connecticut Avenue Assisted Living Owner, L.L.C.VirginiaSunrise Edison Owner, LLCDelawareSunrise Fairfax Assisted Living, L.L.C.VirginiaSunrise First Euro Holdings (Jersey) LimitedIsland of JerseySunrise First Euro Properties GP LimitedIsland of JerseySunrise First Euro Properties LPIsland of JerseySunrise Flossmoor Assisted Living, L.L.C.IllinoisSunrise Gahanna Assisted Living, L.L.C.OhioSunrise Gardner Park GP, Inc.MassachusettsSunrise HBLR, LLCDelawareSunrise Highland Park Senior Living, L.L.C.IllinoisSunrise Home Help Banstead LimitedUnited KingdomSunrise Home Help Bassett LimitedUnited KingdomSunrise Home Help Beaconsfield LimitedUnited KingdomSunrise Home Help Bramhall II LimitedUnited KingdomSunrise Home Help Cardiff LimitedUnited KingdomSunrise Home Help Chorleywood LimitedUnited KingdomSunrise Home Help Eastbourne LimitedUnited KingdomSunrise Home Help Edgbaston LimitedUnited KingdomSunrise Home Help Elstree LimitedUnited KingdomSunrise Home Help Esher LimitedUnited KingdomSunrise Home Help Fleet LimitedUnited KingdomSunrise Home Help Guildford LimitedUnited KingdomSunrise Home Help Mobberley LimitedUnited KingdomSunrise Home Help Purley LimitedUnited KingdomSunrise Home Help Services LimitedUnited KingdomSunrise Home Help Services V.W. LimitedUnited KingdomSunrise Home Help Solihull LimitedUnited KingdomSunrise Home Help Sonning LimitedUnited KingdomSunrise Home Help Southbourne LimitedUnited KingdomSunrise Home Help Tettenhall LimitedUnited KingdomSunrise Home Help Westbourne LimitedUnited KingdomSunrise Home Help Weybridge LimitedUnited KingdomSunrise Jersey Holdings II LimitedIsland of JerseySunrise Jersey Holdings III LimitedIsland of JerseySunrise Jersey Holdings IV LimitedIsland of JerseySunrise Johns Creek GA Senior Living, LLCGeorgiaSunrise Kennebunk ME Senior Living, LLCDelawareSunrise Lafayette Hills Assisted Living, L.P.PennsylvaniaSunrise Lafayette Hills Senior Living GP, LLCDelawareSunrise Louisville KY Senior Living, LLCKentuckySunrise Lower Makefield PA Senior Living, LPDelawareSunrise Lynnfield Senior Living, LLCDelawareSunrise Marlboro Assisted Living, L.L.C.New JerseySunrise Mezz A, LLCDelawareSunrise Mezz B, LLCDelawareSunrise Mezz C, LLCDelawareSunrise Mezz D, LLCDelawareSunrise Mezz E, LLCDelawareSunrise Monterey Senior Living, LPDelawareSunrise Monterey, LLCDelawareSunrise North Naperville Assisted Living, L.L.C.IllinoisSunrise NY Tenant, LLCDelaware Sunrise Oakland Assisted Living Limited PartnershipCaliforniaSunrise of Bagshot II LimitedIsland of JerseySunrise of Banstead LimitedIsland of JerseySunrise of Bassett LimitedIsland of JerseySunrise of Beaconsfield GP Inc.New BrunswickSunrise of Beaconsfield LimitedIsland of JerseySunrise of Beaconsfield, LPOntarioSunrise of Blainville GP Inc.New BrunswickSunrise of Blainville, LPOntarioSunrise of Bramhall II LimitedIsland of JerseySunrise of Cardiff LimitedIsland of JerseySunrise of Chorleywood LimitedIsland of JerseySunrise of Dollard des Ormeaux GP, Inc.New BrunswickSunrise of Dollard des Ormeaux, LPOntarioSunrise of Eastbourne LimitedIsland of JerseySunrise of Edgbaston LimitedIsland of JerseySunrise of Elstree LimitedIsland of JerseySunrise of Esher LimitedIsland of JerseySunrise of Fleet LimitedIsland of JerseySunrise of Guildford LimitedIsland of JerseySunrise of Hale Barns LimitedIsland of JerseySunrise of Knowle LimitedIsland of JerseySunrise of Mobberley LimitedIsland of JerseySunrise of Purley LimitedIsland of JerseySunrise of Sevenoaks LimitedIsland of JerseySunrise of Solihull LimitedIsland of JerseySunrise of Sonning LimitedIsland of JerseySunrise of Southbourne LimitedIsland of JerseySunrise of Tettenhall LimitedIsland of JerseySunrise of Virginia Water LimitedIsland of JerseySunrise of Westbourne LimitedIsland of JerseySunrise of Weybridge LimitedIsland of JerseySunrise of Winchester LimitedIsland of JerseySunrise Operations Bagshot II LimitedUnited KingdomSunrise Operations Banstead LimitedUnited KingdomSunrise Operations Bassett LimitedUnited KingdomSunrise Operations Beaconsfield LimitedUnited KingdomSunrise Operations Bramhall II LimitedUnited KingdomSunrise Operations Cardiff LimitedUnited KingdomSunrise Operations Chorleywood LimitedUnited KingdomSunrise Operations Eastbourne LimitedUnited KingdomSunrise Operations Edgbaston LimitedUnited KingdomSunrise Operations Elstree LimitedUnited KingdomSunrise Operations Esher LimitedUnited KingdomSunrise Operations Fleet LimitedUnited KingdomSunrise Operations Guildford LimitedUnited KingdomSunrise Operations Hale Barns LimitedUnited KingdomSunrise Operations Knowle LimitedUnited KingdomSunrise Operations Mobberley LimitedUnited KingdomSunrise Operations Purley LimitedUnited KingdomSunrise Operations Sevenoaks LimitedUnited KingdomSunrise Operations Solihull LimitedUnited KingdomSunrise Operations Sonning LimitedUnited KingdomSunrise Operations Southbourne Ltd.United KingdomSunrise Operations Tettenhall Ltd.United KingdomSunrise Operations UK LimitedUnited KingdomSunrise Operations V.W. LimitedUnited KingdomSunrise Operations Westbourne LimitedUnited KingdomSunrise Operations Weybridge LimitedUnited KingdomSunrise Operations Winchester LimitedUnited KingdomSunrise Paoli Assisted Living, L.P.PennsylvaniaSunrise Paoli Senior Living GP, LLCDelawareSunrise Randolph Senior Living, L.L.C.DelawareSunrise Senior Living International Limited PartnershipIsland of JerseySunrise Senior Living Investments, LLCVirginiaSunrise Senior Living Jersey LimitedIsland of JerseySunrise Third (Pool I) GP, LLCDelawareSunrise Third (Pool I), LLCDelawareSunrise Third (Pool I), LPCaliforniaSunrise Third (Pool II), LLCDelawareSunrise Third (Pool III) GP, LLCDelawareSunrise Third (Pool III), LLCDelawareSunrise Third (Pool III), LPCaliforniaSunrise Third (Pool IV) GP, LLCDelawareSunrise Third (Pool IV), LLCDelawareSunrise Third (Pool IV), LPCaliforniaSunrise Third (Pool V), LLCDelawareSunrise Third Alta Loma SL, LPCaliforniaSunrise Third Claremont SL, LPCaliforniaSunrise Third Crystal Lake SL, LLCIllinois Sunrise Third Dix Hills SL, LLCNew YorkSunrise Third East Setauket SL, LLCNew YorkSunrise Third Edgewater SL, LLCNew JerseySunrise Third Gurnee SL, LLCIllinoisSunrise Third Holbrook SL, LLCNew YorkSunrise Third Lincroft SL, LLCNew JerseySunrise Third Plainview SL, LLCNew YorkSunrise Third Roseville SL, LLCMinnesotaSunrise Third Schaumburg SL, LLCIllinoisSunrise Third Senior Living Holdings, LLCDelawareSunrise Third Tustin SL, LPCaliforniaSunrise Third University Park SL, LLCColoradoSunrise Third West Babylon SL, LLCNew YorkSunrise Third West Bloomfield SL, LLCMichiganSunrise Village House LLCMarylandSunrise Wake County NC Senior Living, LLCNorth CarolinaSunrise Webb Gin GA Senior Living, LLCDelawareSunrise Weston Assisted Living, Limited PartnershipMassachusettsSunrise Yonkers SL, LLCNew YorkSunrise Yonkers/Upper St. Clair Holdings, LLCDelawareSunvest Upper St. Clair MTE, LLCDelawareSV Yonkers, LLCDelawareSZR Beaconsfield, Inc.New BrunswickSZR Blainville, Inc.New BrunswickSZR Dollard des Ormeaux, Inc.New BrunswickTacoma Healthcare Investors, LLCDelawareTanglewood Tenant, LLCDelawareTeays Valley Haven Limited PartnershipWest VirginiaTerrace Gardens Retirement Facility Inc.OntarioThe Apple Valley Limited PartnershipMassachusettsThe Apple Valley Partnership Holding Company, Inc.PennsylvaniaThe House of Campbell, Inc.West VirginiaThe Multicare Companies, Inc.DelawareThe Renaissance Resort Retirement Living Inc. / Complexe de Residence Renaissance Inc.CanadaThe Sarah Brayton Partnership Holding Company, Inc.DelawareThe Somerset Partnership Holding Company, Inc.MassachusettsThe Straus Group - Hopkins House, L.P.New JerseyThe Straus Group - Old Bridge, L.P.New JerseyThe Straus Group - Quakertown Manor, L.P.New JerseyThe Straus Group - Ridgewood, L.P.New JerseyTrafalgar Facility Inc.OntarioTrent House LtdIsland of JerseyTV Arlington Tenant, LLCDelawareUpper St. Clair Senior Living, L.L.C.DelawareV.W. Properties LimitedIsland of JerseyVankleek Facility Inc.OntarioVentana Canyon Tenant, LLCDelawareVilla Chicoutimi Inc.QuebecVilla de L'Estrie Inc.QuebecVilla du Saguenay Inc.QuebecVilla Jonquière Inc.QuebecVilla Rive-Sud Inc.QuebecVillas Realty & Investments, Inc.PennsylvaniaVoorhees Healthcare Properties, LLCDelawareVoorhees Physicians, LLCDelawareWake County NC Senior Living Owner, LLCDelawareWaldorf Property, LLCMarylandWallingford Associates of Connecticut, L.P.DelawareWarrior LP Holdco, LLCDelawareWarwick Associates of Rhode Island, L.P.DelawareWaterstone I, LLCDelawareWellingborough House LtdIsland of JerseyWest Boynton Investors, LLLPFloridaWestford Nursing and Retirement Center Limited PartnershipMassachusettsWestford Nursing and Retirement Center, Inc.MassachusettsWestminster Junction Venture, LLCMinnesotaWhite Lake I, LLCDelawareWhite Oak Assisted Living L.L.C.DelawareWillow Manor Nursing Home, Inc.MassachusettsWillowbrook Properties Holdco LtdIsland of JerseyWilmington Assisted Living, L.L.C.DelawareWindrose 310 Properties, L.L.C.TennesseeWindrose Aberdeen I Properties, L.L.C.FloridaWindrose Aberdeen II Properties, L.L.C.DelawareWindrose Atrium Properties, L.L.C.DelawareWindrose AWPC II Properties, LLCDelawareWindrose AZ-Tempe Properties, LLCDelawareWindrose Bartlett Properties, LLCDelawareWindrose Biltmore Properties, L.L.C.VirginiaWindrose Central Medical II Properties, L.L.C.Virginia Windrose Central Medical III Properties, L.L.C.VirginiaWindrose Central Medical Properties, L.L.C.DelawareWindrose Claremore Properties, LLCDelawareWindrose Congress I Properties, L.P.DelawareWindrose Congress II Properties, L.P.DelawareWindrose Coral Springs Properties, L.L.C.VirginiaWindrose Cottonwood Properties, LLCDelawareWindrose Denton Properties, LLCDelawareWindrose Desert Springs Properties, L.P.DelawareWindrose East Valley Properties, LLCDelawareWindrose Fayetteville Properties, L.L.C.DelawareWindrose Frisco I Properties, LLCDelawareWindrose Frisco II Properties, LLCDelawareWindrose Glendale Properties, LLCDelawareWindrose Lafayette Properties, L.L.C.DelawareWindrose Lake Mead Properties, L.L.C.VirginiaWindrose Lakewood Properties, L.L.C.VirginiaWindrose Las Vegas Properties, LLCDelawareWindrose Los Alamitos Properties, LLCDelawareWindrose Los Gatos Properties, L.L.C.VirginiaWindrose Medical Properties Management, L.L.C.VirginiaWindrose Medical Properties, L.P.VirginiaWindrose Mount Vernon Properties, L.L.C.VirginiaWindrose Niagara Falls Properties, LLCDelawareWindrose Northside Properties, Ltd.FloridaWindrose Northwest Professional Plaza Properties, LLCDelawareWindrose Orange Centre Properties, LLCDelawareWindrose Orange Properties, L.L.C.DelawareWindrose Palm Court Properties, L.L.C.VirginiaWindrose Palmer Properties, LLCDelawareWindrose Palms West III Properties, Ltd.FloridaWindrose Palms West IV Properties, Ltd.FloridaWindrose Palms West V Properties, Ltd.FloridaWindrose Park Medical Properties, L.L.C.VirginiaWindrose Partell Medical Center, L.L.C.VirginiaWindrose Physicians Plaza Properties, LLCDelawareWindrose Princeton Properties, L.L.C.DelawareWindrose Santa Anita Properties, L.L.C.DelawareWindrose Sierra Properties, Ltd.FloridaWindrose Southlake Properties, LLCDelawareWindrose Southpointe Properties, L.L.C.DelawareWindrose Southside Properties, Ltd.FloridaWindrose SPE Mount Vernon Properties, Inc.GeorgiaWindrose St. Louis I Properties, LLCDelawareWindrose St. Mary's Medical Professional Building, L.L.C.VirginiaWindrose TSM I Properties, LLCDelawareWindrose Tucson Properties, LLCDelawareWindrose Tulsa Properties, L.L.C.DelawareWindrose Webster Properties, L.P.DelawareWindrose Wellington Properties, LLCDelawareWindrose Wellington Properties, Ltd.FloridaWindrose West Boca Properties, Ltd.FloridaWindrose West Seneca Properties, LLCDelawareWindrose West Tower Properties, Ltd.FloridaWindrose Winn Way Properties, L.L.C.VirginiaWindrose WPC Jupiter Properties, LLCDelawareWindrose WPC Properties, L.P.DelawareWindrose Yorkville Properties, L.L.C.VirginiaWMP AWPC II Management, LLCDelawareWMP Boynton Beach Management, LLCDelawareWMP Cottonwood Management, LLCDelawareWMP East Valley Management, LLCDelawareWMP Niagara Falls Management, LLCDelawareWMP Northwest Professional Plaza Management, LLCDelawareWMP Physicians Plaza Management, LLCDelawareWMP Southlake Management, LLCDelawareWMP TSM I Management, LLCDelawareWMP Wellington Management, LLCDelawareWMP West Seneca Management, LLCDelawareWMPT Aberdeen I Management, L.L.C.DelawareWMPT Aberdeen II Management, L.L.C.DelawareWMPT Atrium Management, L.L.C.DelawareWMPT AZ-Tempe Management, LLCDelawareWMPT Bartlett Management, LLCDelawareWMPT Bellaire HP Properties, L.L.C.VirginiaWMPT Bellaire HP, L.P.VirginiaWMPT Bellaire L.P.VirginiaWMPT Bellaire POB Properties, L.L.C.VirginiaWMPT Bellaire POB, L.P.VirginiaWMPT Bellaire Properties, L.L.C.Virginia WMPT Bellaire Properties, L.L.C.VirginiaWMPT Boynton West Management, LLCDelawareWMPT Claremore Management, LLCDelawareWMPT Columbia Management, L.L.C.DelawareWMPT Congress I Management, L.L.C.DelawareWMPT Congress II Management, L.L.C.DelawareWMPT Denton Management, LLCDelawareWMPT Desert Springs Management, L.L.C.DelawareWMPT Frisco I Management, LLCDelawareWMPT Frisco II Management, LLCDelawareWMPT Glendale Management, LLCDelawareWMPT Lafayette Management, L.L.C.DelawareWMPT Las Vegas Management, LLCDelawareWMPT Los Alamitos Management, LLCDelawareWMPT Northside Management, L.L.C.DelawareWMPT Orange Centre Management, L.L.C.DelawareWMPT Palmer Management, LLCDelawareWMPT Palms West III Management, L.L.C.DelawareWMPT Palms West IV Management, L.L.C.DelawareWMPT Palms West V Management, L.L.C.DelawareWMPT Pearland II Properties, L.L.C.VirginiaWMPT Pearland II, L.P.VirginiaWMPT Pearland Properties, L.L.C.VirginiaWMPT Pearland, L.P.VirginiaWMPT Princeton Management, L.L.C.DelawareWMPT Sacramento Properties, L.L.C.VirginiaWMPT Sacramento, L.P.VirginiaWMPT Santa Anita Management, L.L.C.DelawareWMPT Sierra Management, L.L.C.DelawareWMPT Southpointe Management, L.L.C.DelawareWMPT Southside Management, L.L.C.DelawareWMPT St. Louis I Management, LLCDelawareWMPT Stone Oak Properties, L.L.C.VirginiaWMPT Stone Oak, L.P.VirginiaWMPT Tomball Properties, L.L.C.VirginiaWMPT Tomball, L.P.VirginiaWMPT Tucson Management, LLCDelawareWMPT Tulsa Management, L.L.C.DelawareWMPT Webster Management, L.L.C.DelawareWMPT Wellington Management, L.L.C.DelawareWMPT West Boca Management, L.L.C.DelawareWMPT West Tower Management, L.L.C.DelawareWMPT WPC Jupiter Management, LLCDelawareWMPT WPC Management, L.L.C.DelawareWTP Healthcare Properties, LLCDelawareWyncote Healthcare Corp.Pennsylvania EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following registration statements: · 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. 333-40771) dated November 21, 1997 pertaining to the Health Care REIT, Inc. 1995 Stock IncentivePlan; · Registration Statement (Form S-8 No. 333-73916) dated November 21, 2001 pertaining to the Health Care REIT, Inc. 1995 Stock IncentivePlan; · Registration Statement (Form S-8 No. 333-126195) dated June 28, 2005 pertaining to the Health Care REIT, Inc. 2005 Long-Term IncentivePlan; · Registration Statement (Form S-8 No. 333-161131) dated August 6, 2009 pertaining to the Amended and Restated Health Care REIT, Inc. 2005Long-Term Incentive Plan; · Registration Statement (Form S-3 No. 333-181185) dated May 4, 2012 pertaining to an indeterminate amount of debt securities, common stock,preferred stock, depositary shares, warrants and units of Health Care REIT, Inc.; and · Registration Statement (Form S-3 No. 333-188346) dated May 3, 2013 pertaining to the Health Care REIT, Inc. Fourth Amended and RestatedDividend Reinvestment and Stock Purchase Plan; of our reports dated February 21, 2014, with respect to the consolidated financial statements and schedules of Health Care REIT, Inc. and theeffectiveness of internal control over financial reporting of Health Care REIT, Inc. included in this Annual Report (Form 10-K) of Health Care REIT,Inc, for the year ended December 31, 2013. /s/ ERNST & YOUNG LLP Toledo, OhioFebruary 21, 2014 EXHIBIT 24 POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a director or officer of Health Care REIT, Inc. (the “Company”), aDelaware corporation, hereby constitutes and appoints George L. Chapman and Scott A. Estes, and each of them, his or her true and lawful attorneys-in-factand agents, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the year endedDecember 31, 2013 to be filed by the Company with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, asamended, and any and all amendments to such Form 10-K, and to file such Form 10-K and each such amendment so signed, with all exhibits thereto, andany and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents,and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, asfully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of this 14th day of February 2014. /s/ William C. Ballard, Jr. /s/ Jeffrey R. Otten William C. Ballard, Jr., Director Jeffrey R. Otten, Director /s/ Thomas J. DeRosa /s/ Judith C. Pelham Thomas J. DeRosa, Director Judith C. Pelham, Director /s/ Jeffrey H. Donahue /s/ R. Scott Trumbull Jeffrey H. Donahue, Director R. Scott Trumbull, Director /s/ Peter J. Grua /s/ George L. Chapman Peter J. Grua, Director George L. Chapman, Chairman, Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Fred S. Klipsch /s/ Scott A. Estes Fred S. Klipsch, Director Scott A. Estes, Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Timothy J. Naughton /s/ Paul D. Nungester, Jr. Timothy J. Naughton, Director Paul D. Nungester, Jr., Senior Vice President andCorporate Controller (Principal Accounting Officer) /s/ Sharon M. Oster Sharon M. Oster, Director EXHIBIT 31.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERI, George L. Chapman, certify that: 1. I have reviewed this annual report on Form 10-K 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous 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 underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements 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 aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably 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 theregistrant’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 arereasonably 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’sinternal control over financial reporting.Date: February 21, 2014 /s/ GEORGE L. CHAPMAN George L. Chapman, Chief Executive Officer EXHIBIT 31.2CERTIFICATION OF CHIEF FINANCIAL OFFICERI, Scott A. Estes, certify that: 1. I have reviewed this annual report on Form 10-K 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 inExchange 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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous 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 underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements 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 aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably 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 theregistrant’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 arereasonably 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’sinternal control over financial reporting.Date: February 21, 2014 /s/ SCOTT A. ESTES Scott A. Estes, Chief Financial Officer EXHIBIT 32.1CERTIFICATION 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-OxleyAct of 2002 (18 U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2013 (the “Report”), fullycomplies 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 fairlypresents, 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: February 21, 2014 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 tothe Securities and Exchange Commission or its staff upon request. EXHIBIT 32.2CERTIFICATION 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 of2002 (18 U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2013 (the “Report”), fullycomplies 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 fairlypresents, 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: February 21, 2014 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 tothe Securities and Exchange Commission or its staff upon request.
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