Welltower
Annual Report 2014

Plain-text annual report

UNITED 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, 2014Commission 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 offices) (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 Exchange4.500% Notes due 2034New 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 preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for 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’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to 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 “largeaccelerated filer,” “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 NewYork Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter was $19,277,423,332. As of January 31, 2015, the registrant had 329,912,724 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 7, 2015, are incorporated by reference into Part III.  HEALTH CARE REIT, INC.2014 FORM 10-K ANNUAL REPORTTABLE OF CONTENTS Page PART I Item 1.Business2Item 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 42Item 6.Selected Financial Data44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure106Item 9A.Controls and Procedures106Item 9B.Other Information107 PART III Item 10.Directors, Executive Officers and Corporate Governance108Item 11.Executive Compensation108Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters108Item 13.Certain Relationships and Related Transactions and Director Independence108Item 14.Principal Accounting Fees and Services108 PART IV Item 15.Exhibits and Financial Statement Schedules109  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, long-term/post-acute care facilities, medical office buildings, inpatient and outpatientmedical centers and life science facilities. Our capital programs, when combined with comprehensive planning, development and property managementservices, make us a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets. More informationis available on the Internet at www.hcreit.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and ourweb address is included as an inactive textual reference only. 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 meetthese objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type,customer and geographic location. 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 credit facility, internally generated cashand the proceeds from investment dispositions. Our investments generate cash from net operating income and principal payments on loans receivable.Permanent financing for future investments, which replaces funds drawn under our primary unsecured credit facility, has historically been provided through acombination 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, 2014. 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, independent supportive living facilities (Canada), continuing careretirement communities, assisted living facilities, care homes with and without nursing, Alzheimer’s/dementia facilities, long-term/post-acute care facilities,hospitals and combinations thereof. We invest primarily through acquisitions, development and joint venture partnerships. Our properties are primarilyleased to operators under long-term, triple-net master leases. We are not involved in property management. Our properties include stand-alone facilities thatprovide one level of service, combination facilities that provide multiple levels of service, and communities or campuses that provide a wide range ofservices. Independent Living Facilities and Independent Supportive Living Facilities (Canada). Independent living facilities and independent supportive livingfacilities are age-restricted, multifamily properties with central dining facilities that provide residents access to meals and other services such ashousekeeping, 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 long-term/post-acute care facility on one campus. These communities appeal to residents because there isno 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 aliving unit, meals and some health services. 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 with Nursing (United Kingdom). Care homes with nursing, regulated by the Care Quality Commission are licensed daily rate or rentalproperties where the majority of individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for various federal and localreimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally do not provide post-acute care. Care Homes (United Kingdom). Care homes, regulated by the Care Quality Commission, are rental properties that provide essentially the same services asU.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. Long-Term/Post-Acute Care Facilities. Our long-term/post-acute care facilities generally include skilled nursing/post-acute care facilities, inpatientrehabilitation facilities and long-term acute care facilities. Skilled nursing/post-acute care facilities are licensed daily rate or rental properties where themajority of individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement inthe United States or provincial reimbursement in Canada. All facilities offer some level of rehabilitation services. Some facilities focus on higher acuitypatients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation. Inpatient rehabilitationfacilities provide inpatient services for patients with intensive rehabilitation needs. Long-term acute care facilities provide inpatient services for patientswith complex medical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing/post-acute carefacilities. Hospitals. Hospitals are acute care facilities that provide a wide range of inpatient and outpatient services, including, but not limited to, surgery,rehabilitation, therapy and clinical laboratories. Our seniors housing triple-net segment accounted for 31%, 31% and 46% of total revenues (including discontinued operations) for the years endedDecember 31, 2014, 2013 and 2012, respectively. We lease 181 facilities to Genesis Healthcare, LLC, an operator of long-term/post-acute care 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 byFC-GEN Operations Investment, LLC. For the year ended December 31, 2014, our lease with Genesis accounted for approximately 31% of our seniorshousing triple-net segment revenues and 9% of our total revenues. Seniors Housing Operating Our seniors housing operating properties include several of the facility types described in “Item 1 – Business – Property Types – Seniors Housing Triple-Net”, including independent living facilities and independent supportive living facilities, assisted living facilities, care homes and Alzheimer’s/dementiacare facilities. Properties are primarily held in consolidated joint venture entities with operating partners. We utilize the structure proposed in the REIT InvestmentDiversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Codeauthorizing the RIDEA structure 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 57%, 56% and 37% of total revenues (including discontinued operations) for the years endedDecember 31, 2014, 2013 and 2012, respectively. We have relationships with ten operators to own and operate 297 facilities (plus 55 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, 2014, our relationship with Sunrise Senior Living accountedfor approximately 47% of our seniors housing operating segment revenues and 27% of our total revenues. Medical Facilities 2 Our medical facilities include medical office buildings and life science facilities. We typically lease our medical office buildings to multiple tenants andprovide varying levels of property management. Our life science investment represents an investment in an unconsolidated joint venture entity (see Note 7to our consolidated financial statements). Our medical facilities segment accounted for 12%, 13% and 17% of total revenues (including discontinuedoperations) for the years ended December 31, 2014, 2013 and 2012, respectively. No single tenant exceeds 20% of segment 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. Approximately95% 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). Life Science Facilities. The life science portfolio consists of laboratory and office facilities specifically designed and constructed for use bybiotechnology and pharmaceutical companies. These facilities are located adjacent to The Massachusetts Institute of Technology, which is a well-established market known for pharmaceutical and biotechnology research. They are similar to commercial office buildings with advanced HVAC (heating,ventilation and air conditioning), 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. We diversify 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 theproperty; (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 capitalcommitted to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry. We conduct market research and analysis forall potential investments. In addition, we review the value of all properties, the interest rates and covenant requirements of any facility-level debt to beassumed at the time of 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 reviewof, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance,capital improvement 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 addressany negative 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 seniors housing triple-net properties aregenerally leased to operators under long-term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and contain one or morefive to 15-year renewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for lessthan 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 leaseperiod, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractualcash rental payments due for the period. At December 31, 2014, approximately 89% of our seniors housing triple-net properties were subject to master leases. A master lease is a lease of multipleproperties to one tenant entity under a single lease agreement. From time to time, we may acquire additional properties that are then leased to the tenantunder 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 3 arrangement with respect to the poorer performing properties. This spreads our risk among the entire group of properties within the master lease. The bundlingfeature should provide a similar advantage to us if the master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in bankruptcy has the rightto 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 thandeciding 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, 2014, 85% of our portfolio includedleases with full pass through, 13% with a partial expense reimbursement (modified gross) and 2% 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, 2014 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 amountcapitalized. We also typically charge a transaction fee at the commencement of construction which we defer and amortize to income over the term of theresulting lease. The construction period commences upon funding and terminates upon the earlier of the completion of the applicable property or the end of aspecified period. During the construction period, we advance funds to the tenants in accordance with agreed upon terms and conditions which require, amongother things, periodic site visits by a Company representative. During the construction period, we generally require an additional credit enhancement in theform of payment and performance bonds and/or completion guaranties. At December 31, 2014, we had outstanding construction investments of$186,327,000 and were committed to provide additional funds of approximately $227,618,000 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, 2014, we hadoutstanding real estate loans of $380,169,000. The interest yield averaged approximately 8.2% 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 theloan and any interest rate adjustments. The real estate loans outstanding at December 31, 2014 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 orlosses is included in our consolidated results of operations. To the extent that our cost basis is different from the basis reflected at the entity level, the basisdifference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of theentity. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fairvalue of the assets prior to the sale of interests in the entity. 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 investmentbelow its 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 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, 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. 4 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 shouldbe 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 decreasesits ownership in the limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. Wesimilarly evaluate the rights 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 leasesand loans. For short-term purposes, we may borrow on our primary unsecured credit facility. We replace these borrowings with long-term capital such assenior 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 relationships, certainty of execution, investment structures and underwriting criteria. Our ability to successfully compete is impacted by economicand demographic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost ofcapital, construction and renovation costs and applicable laws and regulations. The operators/tenants of our properties compete with properties that provide comparable services in the local markets. Operators/tenants compete forpatients and residents based on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, familypreferences, physicians, staff and price. We also face competition from other health care facilities for tenants, such as physicians and other health careproviders 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, 2015, we had 438 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. 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 $3.4 trillion in 2016 or 17.7% of grossdomestic product (“GDP”). The average annual growth in national health expenditures for 2013 through 2023 is expected to be 5.7%. 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. Investorinterest in 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, long-term/post-acute care services, inpatient and outpatient hospital services and physician ambulatory care. Most health care services are provided within ahealth care facility such as a hospital, a physician’s office or a seniors housing community. Therefore, we believe there will be continued demand forcompanies, such as ours, with expertise in health care real estate.5 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. Certain Government Regulations United States Health Law Matters — Generally 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 long-term/post-acute care facilities and hospitals do receive significant funding from government programs, and thesefacilities are subject 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 physicalplant and equipment, reimbursement and rate setting and operating policies. In addition, as described below, operators of these facilities are subject toextensive laws and regulations pertaining to health care fraud and abuse, including, but not limited to, the Federal Anti-Kickback Statute, the Federal StarkLaw, and the Federal False Claims Act, as well as comparable state law counterparts. Hospitals, physician group practice clinics, and other health careproviders that operate in our 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 financialrestrictions; the right of residents to cancel their contracts within a specified period of time; lien rights in favor of residents; restrictions on change ofownership; and similar matters. Such oversight, and the rights of residents within these entrance fee communities, may have an effect on the revenue oroperations of the operators 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 long-term/post-acute care facilities and acute care facilities are required to be licensed and certified forparticipation in Medicare, Medicaid, and other federal health care programs. This generally requires license renewals and compliance surveys on an annualor bi-annual basis. The failure of our operators to maintain or renew any required license or regulatory approval as well as the failure of our operators tocorrect serious deficiencies identified in a compliance survey could require those operators to discontinue operations at a property. In addition, if a propertyis found to be out of compliance with Medicare, Medicaid, or other health care program conditions of participation, the property operator may be excludedfrom participating in those government health care programs. Any such occurrence may impair an operator’s ability to meet their financial 6 obligations to us. If we have to replace an excluded-property operator, our ability to replace the operator may be affected by federal and state laws,regulations, and applicable guidance governing changes in provider control. This may result in payment delays, an inability to find a replacement operator, asignificant working capital commitment from us to a new operator or other difficulties. Reimbursement 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 portfolio. No assurance can be given that current revenue sources or levels will be maintained. Accordingly, there can be no assurance that payments under a government health care program are currently, or will be in the future, sufficient to fullyreimburse the property operators for their operating and capital expenses. As a result, an operator’s ability to meet its financial obligations to us could beadversely impacted. Seniors Housing Facilities (excluding long-term/post-acute care facilities). Approximately 58% of our overall revenues (including discontinuedoperations) for the year ended December 31, 2014 were attributable to U.S. seniors housing facilities. The majority of the revenues received by the operatorsof these facilities are from private pay sources. The remaining revenue source is primarily Medicaid under certain waiver programs. As a part of the OmnibusBudget Reconciliation Act (“OBRA”) of 1981, Congress established a waiver program enabling some states to offer Medicaid reimbursement to assistedliving providers as an alternative to institutional long-term care services. The provisions of OBRA and the subsequent OBRA Acts of 1987 and 1990 permitstates to seek a waiver from typical Medicaid requirements to develop cost-effective alternatives to long-term care, including Medicaid payments for assistedliving and home health. As of September 30, 2014, 14 of our 38 seniors housing operators received Medicaid reimbursement pursuant to Medicaid waiverprograms. For the twelve months ended September 30, 2014, approximately 2% of the revenues at our seniors housing facilities were from Medicaidreimbursement. There can be no guarantee that a state Medicaid program operating pursuant to a waiver will be able to maintain 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 toutilize Medicaid dollars to reimburse for assisted living services. Changes in revenues could in turn have a material adverse effect on an operator’s ability tomeet its obligations to us. Long-Term/Post-Acute Care Facilities. Approximately 13% of our overall revenues (including discontinued operations) for the year ended December 31,2014 were attributable to long-term/post-acute care facilities. The majority of the revenues received by the operators of these facilities are from the Medicareand Medicaid programs, with the balance representing reimbursement payments from private payors, including private insurers. Consequently, changes infederal or state reimbursement policies may adversely affect an operator’s ability to cover its expenses, including our rent or debt service. Long-term/post-acute care facilities are subject to periodic pre- and post-payment reviews, and other audits by federal and state authorities. A review or audit of a propertyoperator’s claims could result in recoupments, denials, or delay of payments in the future, which could have a material adverse effect on the operator’s abilityto meet its financial obligations to us. Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given asto the adequacy of any reserves maintained by our property operators to cover potential adjustments to reimbursements, or to cover settlements made topayors. Recent attention on billing practices, payments, and quality of care, or ongoing government pressure to reduce spending by government health careprograms, could result in lower payments to long-term/post-acute care facilities and, as a result, may impair an operator’s ability to meet its financialobligations to us. Medicare Reimbursement and Long-Term/Post-Acute Care Facilities. For the twelve months ended September 30, 2014, approximately 34% of therevenues at our long-term/post-acute care facilities were paid by Medicare. Generally, long-term/post-acute care facilities are reimbursed under the MedicareSkilled Nursing Facility Prospective Payment System (“SNF PPS”), the Inpatient Rehabilitation Facility Prospective Payment System (“IRF PPS”), or theLong Term Care Hospital Prospective Payment System (“LTCH PPS”). There is a risk under these payment systems that costs will exceed the fixed payments,or that payments may be set below the costs to provide certain items and services, which could result in immediate financial difficulties for operators, andcould cause operators to seek bankruptcy protection. The Centers for Medicare & Medicaid Services (“CMS”), an agency of HHS, made positive payment updates for the 2015 fiscal year under the SNF PSS,the IRF PPS and the LTCH PPS. · On August 5, 2014, CMS issued a final rule for the SNF PPS. Under the final rule, skilled nursing facilities (“SNFs”) will receive a net rate increase of2.0%, accounting for adjustments, such as the multifactor productivity adjustment. CMS estimates aggregate payments to SNFs will increase by$750 million in fiscal year 2015.7 · On August 6, 2014, CMS issued a final rule for the IRF PPS. Under the final rule, inpatient rehabilitation facilities (“IRFs”) will receive a net rateincrease of 2.2%, accounting for adjustments, such as the multifactor productivity adjustment. CMS estimates aggregate payments to IRFs willincrease by $180 million in fiscal year 2015.· On August 22, 2014, CMS issued a final rule for the LTCH PPS. Under the final rule, long-term care hospitals (“LTCHs”) will receive a net rateincrease of 0.9%, accounting for adjustments including, but not limited to, a multifactor productivity adjustment and the phase-in of a budgetneutrality adjustment. Including other changes, CMS estimates aggregate payments to LTCHs will increase by $62 million in fiscal year 2015. On December 26, 2014, the President signed into law the Pathway for SGR Reform Act (“SGR Reform”). SGR Reform implemented several changes to theMedicare payment rules for LTCHs. For a discharge in cost reporting periods beginning on or after October 1, 2015, specified cases in LTCHs will receive the“applicable” site-neutral payment rate. Specifically, payment rates will be blended for discharges in cost reporting periods beginning in fiscal year 2016 andfiscal year 2017, consisting of half of the site neutral payment rate and half of the payment rate that would otherwise apply, and then shift to all site-neutralpayments in fiscal year 2018. Patients with a three-day stay in an intensive care unit (“ICU”) prior to LTCH admission or ventilator patients with at least 96hours are exempted from the lower site-neutral payments if the discharge does not have a principal diagnosis relating to a psychiatric diagnosis or torehabilitation. Beginning in fiscal year 2020, LTCHs are to maintain at least 50% of patients that are excluded from the site-neutral payments. SGR Reformalso requires the Medicare Payment Advisory Committee (“MedPAC”) to conduct a study and submit a report to Congress by June 30, 2019 that includesrecommendations that address these changes to the LTCH payment policies. Additionally, beginning in fiscal year 2016, calculation of length of stayrequirements for LTCHs will exclude any patients for whom payment is made (i) at the site-neutral payment rate and (ii) under any Medicare Advantage plan.SGR Reform also delayed implementation of a limit of no more than 25% of patients referred from any one hospital (“25% Rule”) for another three years, andthe Secretary of HHS must issue a report in two years on the need for any further extension or modifications to the 25% Rule. Finally, SGR Reformreinstituted a moratorium on new LTCHs or any increase in LTCH beds from January 1, 2015 through September 30, 2017. On October 6, 2014, the President signed into law the Improving Medicare Post-Acute Transformation Act of 2014 (“IMPACT Act”). The law applies toSNFs, LTCHs, IRFs and home health agencies and requires providers to report standardized patient assessment data, data on quality measures, and data onresource use and other measures. The law requires public reporting of quality and resource use and other measures. MedPAC is required to submit a report toCongress by June 30, 2016, evaluating and recommending features of a post-acute payment system that establishes payment rates according to individualcharacteristics instead of the post-acute setting where the patient is treated. The report must include a technical prototype for a post-acute prospectivepayment system and the impact of moving from the current to the new payment system. On April 1, 2014, the Protecting Access to Medicare Act of 2014 (“Access to Medicare Act”) was enacted. The Access to Medicare Act implements value-based purchasing for SNFs. Beginning in fiscal year 2019, 2% of SNF payments will be withheld and approximately 50% to 70% of the amount withheld willbe paid to SNFs through value-based payments. SNFs will begin reporting a readmissions rate measure by October 1, 2015 and a resource use measure byOctober 1, 2016. Both measures will be publicly available by October 1, 2017. 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 13, 2014, CMS published the calendar year 2015 Physician Fee Schedule finalrule, which called for a negative 21.2% update under the statutory SGR formula. The Budget Act and Access to Medicare Act avoided, until March 31, 2015,the reimbursement cuts that would have occurred. Congress has overridden the required reduction every year since 2003. The final rule continuesimplementation of quality and cost measures that will be used in establishing a new value−based modifier that would adjust physician payments based onwhether they are providing higher quality and more efficient care. The Health Reform Laws, as defined below, require CMS to begin making paymentadjustments to certain physicians and physician groups on January 1, 2015, and to apply the modifier to all physicians by January 1, 2017. Calendar year2013 is the initial performance year for purposes of adjusting payments in calendar year 2015. Medicaid Reimbursement and Long-Term/Post-Acute Care Facilities. For the twelve months ended September 30, 2014, approximately 42% of therevenues of long-term/post-acute care facilities were paid by Medicaid. The federal and state governments share responsibility for financing Medicaid. Thefederal matching rate, known as the Federal Medical Assistance Percentage (“FMAP”), varies by state based on relative per capita income, but is at least 50%in all states. Medicaid is the largest component of total state spending, representing approximately 25.8% of total state expenditures in state fiscal year 2014.The percentage of Medicaid dollars for long-term/post-acute care facilities varies from state to state, due in part to different ratios of elderly population andeligibility requirements. Within certain federal guidelines, states have a fairly wide range of discretion to determine eligibility and reimbursementmethodology. Many states reimburse SNFs, for example, using fixed daily rates, which are applied prospectively based on patient acuity and the historicalcosts incurred in providing patient care. Reasonable costs typically include allowances for staffing, administrative and general expenses, property, andequipment (e.g., real estate taxes, depreciation and fair rental). 8 In most states, Medicaid does not fully reimburse the cost of providing services. Certain states are attempting to slow the rate of Medicaid growth byfreezing rates or restricting eligibility and benefits. Average Medicaid rates for our long-term/post-acute care facilities will likely vary throughout the year asstates continue to make interim changes to their budgets and Medicaid funding. In addition, Medicaid reimbursement rates may decline if revenues in aparticular state are not sufficient to fund budgeted expenditures. Health Reform Laws. On March 23, 2010, the President signed into law the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) and theHealth Care and Education Reconciliation Act of 2010, which amends the PPACA (collectively, the “Health Reform Laws”). The Health Reform Lawscontain various provisions that may directly impact us or the operators and tenants of our properties. Some provisions of the Health Reform Laws may have apositive impact on our operators’ or tenants’ revenues, by, for example, increasing coverage of uninsured individuals, while others may have a negativeimpact on the reimbursement of our operators or tenants by, for example, altering the market basket adjustments for certain types of health care facilities. TheHealth Reform Laws also enhance certain fraud and abuse penalty provisions that could apply to our operators and tenants, in the event of one or moreviolations of the federal health care regulatory laws. In addition, there are provisions that impact the health coverage that we and our operators and tenantsprovide to our respective employees. The Health Reform Laws also provide additional Medicaid funding to allow states to carry out the expansion ofMedicaid coverage to certain financially−eligible individuals beginning in 2014, and have also permitted states to expand their Medicaid coverage to theseindividuals since April 1, 2010, if certain conditions are met. On June 28, 2012, The United States Supreme Court upheld the individual mandate of theHealth Reform Laws but partially invalidated the expansion of Medicaid. The ruling on Medicaid expansion will allow States not to participate in theexpansion – and to forego funding for the Medicaid expansion – without losing their existing Medicaid funding. Given that the federal governmentsubstantially funds the Medicaid expansion, it is unclear how many states will ultimately pursue this option. The participation by states in the Medicaidexpansion could have the dual effect of increasing our tenants’ revenues, through new patients, but could also further strain state budgets. 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. 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. Other Related Laws Long-term/post-acute care facilities (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. Certain of these laws prohibit direct or indirect payments of any kind for the purpose of inducing or encouraging the referral of patients for medical productsor services 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 participationin the 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. Long-term/post-acute care facilities (and seniors housing facilities that receive Medicaid payments) are also subject to the Federal Anti-Kickback Statute,which generally prohibits persons from offering, providing, soliciting, or receiving remuneration to induce either the referral of an individual or thefurnishing of a good or service for which payment may be made under a federal health care program, such as Medicare or Medicaid. Long-term/post-acutecare facilities are also subject to the Federal Ethics in Patient Referral Act of 1989, commonly referred to as the Stark Law. The Stark Law generally prohibitsthe submission of claims to Medicare for payment if the claim results from a physician referral for certain designated services and the physician has afinancial relationship with the health service provider that does not qualify under one of the exceptions for a financial relationship under the Stark Law. Similar prohibitions on physician self-referrals and submission of claims apply to state Medicaid programs. Further, long-term/post-acute care facilities (andseniors housing facilities that receive Medicaid payments), are subject to substantial financial penalties under the Civil Monetary Penalties Act and theFederal False Claims Act and, in particular, actions under the Federal False Claims Act’s “whistleblower” provisions. Private enforcement of health care fraudhas increased due in large part to amendments to the Federal False Claims Act that encourage private individuals to sue on behalf of the government. Thesewhistleblower suits brought by private individuals, known as qui tam actions, may be filed by almost anyone, including present and former patients, nursesand other employees. Significantly, if a claim is successfully adjudicated, the Federal False Claims Act provides for treble damages up to $11,000 per claim. 9 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 couldhave a 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 thedefinition of health care fraud and related offenses and broadened its scope to include private health care plans in addition to government payors. Congressalso has greatly increased funding for the Department of Justice, Federal Bureau of Investigation and the Office of the Inspector General of the Department ofHealth and Human Services to audit, investigate and prosecute suspected health care fraud. Moreover, a significant portion of the billions in health carefraud recoveries over the past several years has also been returned to government agencies to further fund their fraud investigation and prosecution efforts. Additionally, other HIPAA provisions and regulations provide for communication of health information through standard electronic transaction formatsand for the privacy and security of health information. In order to comply with the regulations, health care providers often must undertake significantoperational and technical implementation efforts. Operators also may face significant financial exposure if they fail to maintain the privacy and security ofmedical records 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. CMSissued an interim Final Rule which conformed HIPAA enforcement regulations to the HITECH Act, increasing the maximum penalty for multiple violationsof a single requirement or prohibition to $1.5 million. Higher penalties may accrue for violations of multiple requirements or prohibitions. Additionally, onJanuary 17, 2013, CMS released a final rule, which expands the applicability of HIPAA and HITECH and strengthens the government’s ability to enforcethese laws. The final rule broadens the definition of “business associate” and provides for civil money penalty liability against covered entities and businessassociates for the acts of their agents regardless of whether a business associate agreement is in place. This rule also modified the standard for when a breachof unsecured personally identifiable health information must be reported. Some covered entities have entered into settlement agreements with HHS forallegedly failing to adopt policies and procedures sufficient to implement the breach notification provisions in the HITECH Act. Additionally, the final ruleadopts certain changes to the HIPAA enforcement regulations to incorporate the increased and tiered civil monetary penalty structure provided by HITECH,and makes business associates of covered entities directly liable under HIPAA for compliance with certain of the HIPAA privacy standards and HIPAAsecurity standards. HIPAA violations are also 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 severalyears and are expected to continue. Some of these enforcement actions represent novel legal theories and expansions in the application of the Federal FalseClaims Act. The costs for an operator of a health care property associated with both defending such enforcement actions and the undertakings in settlingthese actions can be 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, as amended (the “2010 Regulations”), 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; and10 · 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 ofan offense 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. From April 1, 2015, the 2010 Regulations will be fully revoked by the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 (the“2014 Regulations”). While the 2014 Regulations introduce certain modifications with regard to service standards, the registration obligations under the Actremain. Under the Care Quality Commission (Registration) Regulations 2009, as amended, service providers and managers of Regulated Activities must providedocumentation demonstrating their ability to provide the relevant service(s); in particular, registrants must be able to demonstrate that they (or a nominatedindividual, if the registered person is a company) possess good character, are physically and mentally fit to carry on the regulated activity and have thenecessary qualifications, skills and experience to do so. Service Standards and Notification Obligations The 2010 Regulations list the standards that must be met when providing care services. The service providers’ 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 afine of up to £50,000. Monetary penalty notices may also be issued. From April 1, 2015, the 2010 Regulations will be fully revoked by the 2014 Regulations. The 2014 Regulations aim to streamline the legal obligations inthe 2010 Regulations, and replace them with a set of more broadly-phrased, legally binding “Fundamental Standards” largely based on existing obligationsin the 2010 Regulations. While the obligations listed above will continue to exist in line with the new “Fundamental Standards,” the 2014 Regulations introduce a number ofchanges including: · A new “duty of candour” to notify and apologize to affected persons, in the event of certain incidents having actually or potentially led to the deathof the service user, where the death relates directly to the incident rather than to the natural course of the service user's illness or underlyingcondition, or severe harm, moderate harm or prolonged psychological harm to the service user (note that this requirement came into force onNovember 27, 2014); and· More detailed standards to be met by individuals to be eligible to act as a director of a service provider institution. For instance, the individualshould not have been responsible for, been privy to, contributed to or facilitated any serious misconduct or mismanagement (whether unlawful ornot) in the course of carrying on a regulated activity, or equivalent outside of England (note that this requirement came into force on November 27,2014).· The provisions on penalties will remain similar to the 2010 Regulations although the reference to a fine not exceeding £50,000 will be removedfrom April 1, 2015. 11 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. The amount of this fine will be increased to £10,000 by a Statutory Instrument once coming into force. 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 and issuesguidance 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. The Care Act 2014 sets out certain provisions which are not yet in force concerning (among others):· The duty of a local authority to meet the needs of an adult for care and support and a carer’s needs where the registered care provider is unable tocarry on a regulated activity because of business failure;· The duty of the CQC to assess the financial sustainability of providers subject to its regulatory regime with a view to identifying any threats thatsuch providers may face to their financial sustainability. Where the CQC identifies a significant risk to financial sustainability it can require theprovider to develop a sustainability plan setting out the provider’s plan to mitigate or eliminate risk or require the provider to organize anindependent review of the business with the costs being recovered from the provider; and· A new offense where certain registered care providers supply, publish or make available information that is false or misleading in a materialrespect. 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. Privacy In the European Union (“EU”), data protection is governed by the EU Data Protection Directive 95/46/EC (the “Data Protection Directive”). The DataProtection Directive has been implemented in the UK by the Data Protection Act 1998 (the “Act”) which entered into force on March 2000 and is enforced bythe Information Commissioner’s Office (“ICO”). The Act applies to a data controller that processes personal data in the context of an establishment in the UK, or where not established in the UK, in anyother State of the European Economic Area (“EEA”), processes personal data through equipment located in the UK other than for the purposes of transitthrough the UK. Under the Act, a data controller is the person who (either alone or jointly or in common with other persons) determines the purposes forwhich and the manner in which any personal data are, or are to be, processed. Personal data is widely defined as data which relates to a living individual whocan be identified from those data, or from those data and other information which is in the possession of, or is likely to come into the possession of, the datacontroller. Sensitive personal data is personal data consisting of information as to the racial or ethnic origin of the data subject; his/her political opinions,religious beliefs or other beliefs of a similar nature; whether he/she is a member of a trade union; his/her physical or mental health or condition; his/her sexuallife; and the commission or alleged commission by him/her of an offense, any proceedings for any 12 offense committed or alleged to have been committed by him/her, the disposal of such proceedings, or the sentence of any court in such proceedings. The Act imposes a number of obligations on the data controller contained in eight Data Protection Principles: (i) personal data must be processed fairlyand lawfully, (ii) personal data must be processed for specified and lawful purposes, (iii) personal data must be adequate, relevant and not excessive, (iv)personal data must be accurate and up to date, (v) personal data must not be kept for longer than necessary, (vi) personal data must be processed inaccordance with the rights of data subjects, (vii) appropriate technical and organizational measures shall be taken against unauthorized or unlawfulprocessing of personal data and against accidental loss or destruction of, or damage to, personal data; and (viii) there is a prohibition on transfers of personaldata to countries outside the EEA that are not deemed by the European Commission to provide an adequate level of protection, which includes the U.S.,unless certain exemptions under the Act apply. The ICO has a number of enforcement powers available which includes, in certain limited cases, criminal prosecution and non-criminal enforcement andaudits. In case of a breach of the Act, the ICO may: (i) provide practical advice to organizations on how they should handle data protection matters; (ii) issueundertakings committing an organization to a particular course of action in order to improve its compliance; (iii) serve enforcement notices where there hasbeen a breach, requiring organizations to take (or refrain from taking) specified steps in order to ensure they comply with the law; (iv) conduct consensualassessments (audits) to determine if organizations are complying; (v) serve assessment notices to conduct compulsory audits to assess whether organizations’processing of personal data follows good data protection practices; (vi) issue monetary penalty notices requiring organizations to pay up to £500,000 forserious breaches of the Act occurring on or after April 6, 2010 or serious breaches of the Privacy and Electronic Communications Regulations occurring afterMay 26, 2011; and (vii) prosecute those who commit criminal offenses under the Act. Under the Act, individuals also have the right to claim compensationfrom an organization in respect of damage caused by a breach of any of the requirements of the Act. There is a proposal for an EU Data Protection Regulation which would replace the Data Protection Directive and impose a significant number of newobligations including, among others, a requirement to appoint data protection officers, having detailed documentation on the processing of personal data,carrying out privacy impact assessments in certain circumstances, providing standardized data protection notices, reporting security breaches without unduedelay, and providing certain rights to individuals such as a right of erasure of personal data. The EU Data Protection Regulation is to have significantenforcement powers with fines proposed by the European Commission of up 2% of annual worldwide turnover and with fines proposed by the EuropeanParliament of up to 5% of annual worldwide turnover or €100 million, whichever is greater. The EU Data Protection Regulation may be adopted sometime in2015 with EU Member States possibly having two years to implement the Regulation. 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 Alberta In Alberta, there are three relevant designations for seniors’ living arrangements, ordered below from the most independent to the highest level of care. Retirement Homes (also referred to as independent living) are designed for older adults who are able to live on their own. These communities may offeramenities such as fitness centers, gardens, paths, libraries, and beauty salons. Residents may access publicly-funded external care services at the home fromfunded external suppliers. Alberta retirement residences may be rented, privately owned, or life-leased. They may be operated for profit or non-profit. Retirement residences typicallydo not offer support services but residents may arrange support services separate from their accommodations. Retirement homes do not generally receive government funding; residents pay for tenancy and services received at retirement homes. Rental subsidiesmay be available to qualified seniors. Alberta Independent Living residences are legislated under the Residential Tenancies Act, SA 2004, c R-17.1 and the Alberta Housing Act, RSA 2000, cA-25. 13 Supportive Living (also referred to as assisted living) provides accommodation in a home-like setting, where residents can remain as independent aspossible while still having access to necessary care, assistance, and services. A provider of designated Supportive Living services provides at least one meal aday or housekeeping services. Supportive living includes many different types of facilities, including seniors lodges, group homes, and mental health anddesignated supportive living accommodations. These facilities can be operated by private for-profit, private not-for-profit, or public operators. Supportive Living services are licensed under the Supportive Living Accommodation Licensing Act, SA 2009, c S-23.5, and the Supportive LivingAccommodation Licensing Regulation, Alta Reg 40/2010. They are governed by the Ministry of Health. Operators that receive public funds, either directly or indirectly, for health and personal care services must also comply with the Ministry of HealthContinuing Care Health Service Standards (March 2007, and revised). They are also subject to the Protection for Persons in Care Act, SA 2009, c P-29.1,under which the province investigates suspected abuse of adults receiving government-funded care services. Licenses may be granted for periods of six months to three years, depending on how long the facility has been licensed, and depending on past reports.The Ministry, through a designated director, may conduct inspections of facilities and review records. The Director may order a delinquent facility to takespecific steps or to stop certain practices or may temporarily stop operations; alternatively, the facility’s license may be suspended. There are four levels of supportive living, ordered from basic to more advance care: (1) Residential Living (residents can manage most daily tasks anddirect own care and assistance can be scheduled); (2) Lodge Living (residents can manage some daily tasks and direct own care and assistance can bescheduled, although some non-scheduled assistance may be required); (3) Assisted Living (residents require assistance with many daily tasks, with increasedscheduled and some non-scheduled assistance required); (4) Enhanced Level (residents require assistance with most or all daily tasks and frequentunscheduled assistance). In addition, there are two specialized designations of Supportive Care: (1) Alberta Enhanced Assisted Living (also referred to asEnhanced Lodges or Alberta Designated Supportive Living Level 4 (SL4) (provides 24-hour scheduled and unscheduled professional, personal care andsupport services provided by Licensed Practical Nurses and Health Care Aides); and (2) Enhanced Assisted Living Dementia Care Sites (also referred to asDesignated Supportive Living Level 4 Dementia (SL4-D)) (provides assisted living for seniors living with cognitive impairments (such as Alzheimer’sdisease or other types of dementia) who require safe and secure living accommodation in a therapeutic environment). Residents pay a fee to cover the costs of providing accommodations and services like meals, housekeeping and building maintenance. Theaccommodation fee varies by accommodation type and the services or amenities that are available to the resident. Alberta Health regulates the maximumaccommodation fee in publicly-funded designated supportive living. In other types of supportive living settings, the operator sets the cost ofaccommodation. Health services are publicly-funded and provided through Alberta Health Services. Private sector operators of Supportive Living facilitiesare eligible to apply for funding under the Affordable Supportive Living Initiative (“ASLI”), an Alberta government capital grant program that providesfunding to develop long-term care and affordable supportive living spaces in the province. Nursing Homes (also referred to as long-term care) are for residents who have complex, unpredictable medical needs and who require 24-hour on-siteregistered nurse assessment or treatment. Nursing homes are subject to the Nursing Homes Act, RSA 2000, c N-7, and the Nursing Home General Regulation, Alta Reg 232/1985, and Long-termCare Accommodation Standards. They are governed by the Ministry of Health. Nursing home operators are not licensed, but enter into agreements with the Ministry for the operation of nursing homes. These facilities can be operatedby private for-profit, private not-for-profit, or public operators. All operators must comply with the Ministry of Health Long-term Care Accommodation Standards (March 2007, and revised). Operators that receivepublic funds, either directly or indirectly, for health and personal care services must also comply with the Continuing Care Health Service Standards and aresubject to the Protection for Persons in Care Act. The Ministry may conduct inspections of facilities and review records. Deficient facilities may be ordered to submit a correction plan. Residents pay an accommodation fee to cover the costs of providing accommodations and services like meals, housekeeping and building maintenance.Alberta Health regulates the maximum accommodation fee in publicly-funded long-term care facilities. In other types of supportive living settings, theaccommodation fee is set by the operator. Health services in long-term care are publicly-funded 14 and provided through Alberta Health Services. Private sector operators of nursing homes are eligible to apply for funding under the ASLI. The Minister maymake grants to an operator in respect of its operating or capital costs as prescribed by the regulations. 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 a manner that does not jeopardize the health or safety of its residents. If the registrar has reason tobelieve a residence is not being operated in accordance with this standard, the registrar may inspect the assisted living residence and may suspend or cancel aregistration. Most of the residences in which we have an interest 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. 15 Québec In Québec, retirement homes are regulated by the Act respecting Health Services and Social Services (the “Act”) and the Regulation respecting theconditions for obtaining a certificate of compliance and the operating standards for a private seniors' residence (the “Regulation”), which refer to “privateseniors’ residences.” Private seniors’ residences in Québec are required to obtain a certificate of compliance. The Regulation is currently in the process ofbeing amended. 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 The services provided in our facilities are generally subject to privacy legislation in Canada, including, in certain provinces, privacy laws specificallyrelated 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 the information. The organizations with which we have management agreements may be the custodian of personalhealth information/personal information collected in connection with the operation of our facilities. Privacy laws in Canada are consent-based and require the implementation of a privacy program involving policies, procedures and the designation of anindividual or team with primary responsibility for a custodian’s privacy law compliance. Mandatory breach notification is a requirement under some laws. Some laws require notification where personal health information/personal information is processed or stored outside of Canada. One provincial law (inQuebec) provides for fines where an organization fails to perform required due diligence before outsourcing activities involving personal information to aservice 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 money damages. In some provinces there is a statutory civil cause of action for breach of privacy. In other provinces, the courts have recognized a limited common law causeof 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. To date,penalties have generally not been monetary, although that may change depending on decisions in connection with class actions. Regulators have theauthority to make public the identity of a health information custodian that has been found to have committed a breach, so that there is a reputational riskassociated with privacy law violations even where no monetary damages are incurred. The notification of patients (mandatory under some privacy laws) andother activities required to manage a privacy breach can give rise to significant costs. Other Legislation 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 fundedlong-term/post-acute care 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 16 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-market methodof 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 amanner as 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 asa REIT depends upon our ability to meet a variety of qualification tests imposed under federal income tax law with respect to income, assets, distributionlevel and diversity of share ownership as discussed below under “— Qualification as a REIT.” There can be no assurance that we will be owned and organizedand will 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 undistributedlong-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 gross income attributable to the greater of (i) 75% ofour gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our grossincome over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intendedto 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 17 order to more clearly reflect income of the taxable REIT 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 levelfederal income 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 acquiredby 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 casedetermined as of the beginning of the ten-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The resultsdescribed in this paragraph 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 subjectto a conversion transaction (either where a “C” corporation elected REIT status or a REIT acquired the assets from a “C” corporation), were not treated as soldto an unrelated party and gain recognized. For those properties that are subject to the built-in-gains tax, if triggered by a sale within the ten-year periodbeginning on the date on which the properties were acquired by us, then the potential amount of built-in-gains tax will be an additional factor whenconsidering a possible sale of the properties. 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 other tax-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. These restrictions are intended to assist us in continuing tosatisfy the share ownership requirements described in (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able tosatisfy 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 penaltywould be 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 stock isowned by a REIT, and the REIT does not elect to treat the subsidiary as a taxable REIT subsidiary. 18 A “qualified REIT subsidiary” will not be treated as a separate 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 tofederal income tax, and our ownership of the voting stock of a qualified REIT subsidiary will not violate the restrictions against ownership of securities ofany one issuer which constitute more than 10% of the value or total voting power of such issuer or more than 5% of the value of our total assets, as describedbelow 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 the partnership,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 ratemovements, price changes or currency fluctuations with respect to borrowings or obligations incurred or to be incurred by us, or such other risks that areprescribed by the Internal 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 will 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 Revenue Code Section 988(b)(1)) which is attributableto: (i) any qualifying item of income or gain for purposes of the 75% gross income test; (ii) the acquisition or ownership of obligations secured by mortgageson real property or interests in real property; or (iii) becoming or being the obligor under obligations secured by mortgages on real property or on interests inreal property. Real estate foreign exchange gain also includes Internal Revenue Code Section 987 gain attributable to a qualified business unit (a “QBU”) ofa REIT if the QBU itself meets the 75% gross income test for the taxable year and the 75% asset test at the close of each quarter that the REIT has directly orindirectly held the QBU. Real estate foreign exchange gain also includes any other foreign currency gain as determined by the Secretary of the Treasury.Passive foreign exchange gain includes all real estate foreign exchange gain and foreign currency gain which is attributable to: (i) any qualifying item ofincome or gain for purposes of the 95% gross income test; (ii) the acquisition or ownership of obligations; (iii) becoming or being the obligor underobligations; 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.19 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 related toa 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, andwe may 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. 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 provisionsapply, 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 grossincome for purposes of the 75% income test and (2) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% incometest, 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% grossincome 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 20 “10% vote test”) or value (the “10% value test”) of the outstanding securities of any issuer other than a qualified REIT subsidiary, another REIT or a taxableREIT subsidiary. Further, no more than 25% of the total assets may be represented by securities of one or more taxable REIT subsidiaries (the “25% assettest”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuer other than a qualified REITsubsidiary (the “5% asset test”), another REIT or a taxable REIT subsidiary. Each of the 10% vote test, the 10% value test and the 25% and 5% asset testsmust be satisfied at the end of each quarter. There are special rules which provide relief if the value related tests are not satisfied due to changes in the valueof 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 issuedby a state or any subdivision thereof, the District of Columbia, a foreign government, or any political subdivision thereof, or the Commonwealth of PuertoRico; (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 incometax purposes. If a REIT, or its taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuerthat are not excluded securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will beincluded in the 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 the partnership.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 the REIT’s interestas a partner in the partnership and (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualifyfor 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’s proportionateinterest 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, aREIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including disposition of sufficient assets within the sixmonth period 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 bythe net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule withthe Internal Revenue Service that describes the non-qualifying assets. 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 theirREIT status. 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 todeduct interest 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 betweenthe parties. 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. 21 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 thefollowing taxable 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 suchdeclaration. The amount distributed must not be preferential. This means that every stockholder of the class of stock to which a distribution is made must betreated the same 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 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,” as adjusted, wewill be subject 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 meetcertain other distribution requirements. We believe we have satisfied the annual distribution requirements for the year of our initial REIT election and eachyear thereafter through the year ended December 31, 2014. Although we intend to make timely distributions sufficient to satisfy these annual distributionrequirements for subsequent years, economic, market, legal, tax or other factors could limit our ability to meet those requirements. See “Item 1A — RiskFactors.” 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 actualreceipt of 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) the payment of severance benefits that may not be deductible to us. In the event that timing differences occur, we may find it necessary to arrange forborrowings or, 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 meetthe distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction fordistributions paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends; however, we will berequired to pay applicable 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 we would be entitled tostatutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments in order to pay potentiallysignificant 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) we pay 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 holder ofshares 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 22 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, the current maximum marginal rate of tax payable by individuals on dividends received from corporations that are subject to a corporate levelof tax is 20%. Except in limited circumstances, this tax rate will not apply to dividends paid to you by us on our shares, because generally we are not subjectto federal income tax on the portion of our REIT taxable income or capital gains distributed to our stockholders. The reduced maximum federal income taxrate will apply to that portion, if any, of dividends received by you with respect to our shares that are attributable to: (1) dividends received by us from non-REIT corporations or other taxable REIT subsidiaries; (2) income from the prior year with respect to which we were required to pay federal corporate incometax during the prior year (if, for example, we did not distribute 100% of our REIT taxable income for the prior year); or (3) the amount of any earnings andprofits 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 capitalgain for 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 portionof some 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 proportionateshare of 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 retainedcapital gains, 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 ofthe tax deemed 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 thatcertain minimum tax adjustments and preferences be apportioned to you. In addition, any distribution declared by us in October, November or December ofany year on 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 thedistribution is actually 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 would 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 gain dividend, as the case may be), regardless of our earnings andprofits. Any other distributions in excess of current or accumulated earnings and profits will not be taxable to you to the extent these distributions do notexceed the adjusted tax basis of your shares of our stock. You will be required to reduce the tax basis of your shares of our stock by the amount of thesedistributions until the basis has been reduced to zero, after which these distributions will be taxable as capital gain, if the shares of our stock are held ascapital assets. The tax basis as so reduced will be used in computing the capital gain or loss, if any, realized upon sale of the shares of our stock. Any lossupon a sale or exchange of shares of our stock which were held for six months or less (after application of certain holding period rules) will generally betreated as a long-term capital loss to the extent you previously received capital gain distributions with respect to these shares 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 exchangeand your 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 takeinto account your ownership of all classes of our equity securities (e.g., common stock, preferred stock, depositary shares and warrants). You also must takeinto account 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, 23 whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and if you rely on any of these tests at thetime of redemption, you should consult your tax advisor to 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 treatedas a 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. Among other items, “net investment income” generally includes gross income from dividends and net gain attributableto the disposition of certain property, such as shares of our common stock or warrants. In the case of individuals, this tax will only apply to the extent suchindividual’s modified adjusted gross income exceeds $200,000 ($250,000 for married couples filing a joint return and surviving spouses, and $125,000 formarried individuals filing a separate return). U.S. stockholders should consult their tax advisors regarding the possible applicability of this additional tax intheir 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 “debtfinanced 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. Thisrule 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 a pensiontrust) 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 pension trust tobe 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 the valueof 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 value ofour stock. Backup Withholding and Information Reporting. Under certain circumstances, you may be subject to backup withholding at applicable rates on paymentsmade 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 a correcttaxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayer identificationnumber; (3) are notified by the Internal Revenue Service that you have failed to properly report payments of interest or dividends; or (4) fail to certify, underpenalties of perjury, that you have furnished a correct taxpayer identification number and that the Internal Revenue Service has not notified you that you aresubject 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. 24 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 thatreceives income 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 ispayable in addition to regular United States corporate income tax. The following discussion will apply to foreign stockholders whose investment in us is notso effectively connected. 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 an Internal 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 gaindividends, or, if greater, 35% of the amount of any distributions that could be designated as capital gain dividends. In addition, if we designate priordistributions as capital gain dividends, subsequent distributions, up to the amount of the prior distributions not withheld against, will be treated as capitalgain dividends for purposes 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. 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 propertyinterest if we qualify as a “domestically controlled REIT.” We believe that we, and expect to continue to, qualify as a domestically controlled REIT. Adomestically controlled 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 indirectlyby foreign stockholders. However, if you are a nonresident alien individual who is present in the United States for 183 days or more during the taxable yearand certain other 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 berequired under FIRPTA to withhold on the purchase price if the purchased shares are “regularly traded” on an established securities market or if we are adomestically controlled REIT. Otherwise, under FIRPTA, the purchaser may be required to withhold 10% of the purchase price and remit such amount to theInternal Revenue 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) andother non-US persons receiving payments on your behalf, including distributions in respect of shares of our stock and gross proceeds from the sale of sharesof our stock, if you or such institutions fail to comply with certain due diligence, disclosure and reporting rules, as set forth in recently issued Treasuryregulations. Accordingly, the entity through which shares of our stock are held will affect the determination of whether such withholding is required.Withholding currently applies to payments of dividends made after June 30, 2014, and will apply to payments of gross proceeds from a sale of shares of ourstock made after December 31, 2016. Stockholders that are otherwise eligible for an exemption from, or reduction of, U.S. withholding taxes with respect tosuch dividends and proceeds will be required to seek a refund from the Internal Revenue Service to obtain the benefit of such exemption or reduction. Additional requirements and conditions may be imposed pursuant to an intergovernmental agreement, if and when entered into, between the United Statesand such institution’s home jurisdiction. We will not pay any additional amounts to 25 any stockholders in respect of any amounts withheld. You are encouraged to consult with your tax advisor regarding U.S. withholding taxes and theapplication 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 will berequired 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 ormore indentures (the “notes”). This summary assumes that you hold the notes as capital assets. This summary applies to you only if you are the initial holderof the 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 substantialamount of 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 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 mannerdescribed under “— 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).26 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 notifiedyou that 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 withholdingtax is not an additional tax and will be credited against your U.S. federal income tax liability, provided that correct information is provided to the InternalRevenue Service. 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. 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 entitledto vote; • 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.27 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 underthe benefit of an applicable treaty or (2) Internal Revenue Service Form W-8ECI stating that interest paid on the note is not subject to withholding taxbecause it is effectively connected with your conduct of a trade or business in the United States. Alternative documentation may be applicable in certaincircumstances. 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 debt instruments in respect of any amounts withheld.You are encouraged to consult with your tax advisor regarding U.S. withholding taxes and the application of the recently issued Treasury regulations in lightof 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 estate taxpurposes, 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 paying agent,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. Federal WithholdingTax” 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;28 • 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, 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 the warrant 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 andwill be 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 mayargue that you 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 warrantto 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 rulesdealing with federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and theTreasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions infederal tax laws and 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 theapplication and 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 29 This Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements” as thatterm 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 andfinancing opportunities and plans; our continued qualification as a real estate investment trust (“REIT”); and our ability to access capital markets or othersources of funds. 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;• 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, or otherwise. 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 30 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 and expendituresrelating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention that wouldotherwise 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. Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure tomeet their 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 venture investmentsinvolve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to makecapital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments;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 couldbecome engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverseimpact 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 to ourinstructions 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/or ourpartner 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 toretain it. 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 and operations We are exposed to various operational risks with respect to our seniors housing operating properties that may increase our costs or adversely affect ourability 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. Expenses for thesefacilities are primarily driven by the costs of labor, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have,and may continue to, come under pressure due to reimbursement cuts and state budget shortfalls. Operating costs continue to increase for our operators. Tothe extent that any decrease in revenues and/or any increase in operating expenses result in a property not generating enough cash to make payments to us,the credit of our operator and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, we may need torecord an impairment for such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Any suchimpairment or loss on sale would negatively affect our financial results. 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 provide comparableservices. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain 31 occupancy and rate levels that will enable them to meet all of their obligations to us. Our operators are expected to encounter increased competition in thefuture that could limit their ability to attract 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 ouroperating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, and our loans provideus with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exerciseother remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. An obligor in bankruptcyor subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal andinterest 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 the impositionof 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 the property toanother tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transitiona leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Should such events occur, ourrevenue 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) thesale of properties, including non-elective dispositions, under the terms of master leases or similar financial support arrangements. In order to maintain currentrevenues and continue generating attractive returns, we expect to re-invest these proceeds in a timely manner. We compete for real estate investments with abroad 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. This growthhas resulted in increased levels of responsibility for our management. Future property acquisitions could place significant additional demands on, and requireus to expand, our management, resources and personnel. Our failure to manage any such rapid growth effectively could harm our business and, in particular,our financial condition, results of operations and cash flows, which could negatively affect our ability to make distributions to stockholders. Our growthcould 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 to satisfy itsobligations 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 will havesufficient 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, 2014, consisted of 140 seniors housing properties. These properties account for a significant portion of our revenues, and we rely on Sunrise Senior Living, LLC to manage these properties efficiently andeffectively. Any adverse developments in Sunrise Senior Living, LLC’s business or financial condition could impair its ability to manage our propertiesefficiently 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 32 We have operations in Canada and the United Kingdom. International development, ownership, and operating activities involve risks that are differentfrom 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 ofcomplying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employmentand legal proceedings; foreign ownership restrictions with respect to operations in countries; differences in lending practices and the willingness of domesticor foreign lenders to provide financing; regional or country-specific business cycles and economic instability; and failure to comply with applicable laws andregulations in the United States that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act. If we are unable tosuccessfully manage the risks associated with international expansion and operations, our results of operations and financial condition may be adverselyaffected. 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, long-term/post-acute care 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 coveragemay be restricted or very costly, which may adversely affect the property operators’ future operations, cash flows and financial condition, and may have amaterial adverse 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 we mayacquire 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 effect on ourobligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to 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. Wecannot make any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors andproperties. There can be no assurance that adequate reimbursement levels will be available for services provided by any property operator, whether theproperty receives reimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursementrates and fees could have a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect theability of an obligor to meet 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 rulingon Medicaid expansion allows 33 states to elect not to participate in the expansion—and to forego funding for the Medicaid expansion—without losing their existing Medicaid funding.Given that the federal government substantially funds the Medicaid expansion, it is unclear how many states will ultimately pursue this option, although, asof late January 2015, roughly half of the states have expanded Medicaid coverage. The participation by states in the Medicaid expansion could have the dualeffect 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 decreasedor eliminated, permitting the state to re-visit the issue once it begins to share financial responsibility for the expansion. With increasingly strained budgets, itis unclear how states that do not include such sunset provisions will pay their share of these additional Medicaid costs and what other health careexpenditures could be reduced as a result. A significant reduction in other health care related spending by states to pay for increased Medicaid costs couldaffect our tenants’ revenue streams. See “Item 1 — Business — Certain Government Regulations — United States — Reimbursement” above. 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 onthe U.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, andstandards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet theirobligations to us Our operators and tenants generally are subject to varying levels of federal, state, local, and industry-regulated licensure, certification and inspection laws,regulations, and standards. Our operators’ or tenants’ failure to comply with any of these laws, regulations, or standards 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 ofthe facility. Such actions may have an effect on our operators’ or tenants’ ability to make lease payments to us and, therefore, adversely impact 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, or CON, orloss of a required license, registration, or CON would prevent a facility from operating in the manner intended by the operators or tenants. These events couldmaterially adversely affect our operators’ or tenants’ ability to make rent payments to us. State and local laws also may regulate the expansion, including theaddition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or othersimilar approval from a state agency. See “Item 1 — Business — Certain Government Regulations — United States — Licensing and Certification” 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 and otherconditions 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. Ourinability 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 futurelitigation, 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 34 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 can beutilized 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 eitherthe initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and contractwith a new 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 for significantcash returns. Because we are required to make cash distributions to our stockholders, if the cash flow from operations or refinancing is not sufficient, we maybe forced to borrow additional money to fund such distributions. Newly developed and acquired properties may not produce the cash flow that 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 tomeet our profitability goals. Additionally, we may acquire new properties that are not fully leased, and the cash flow from existing operations may beinsufficient to pay 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’ cost ofinsurance, 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 deductibles that webelieve are appropriate given the relative risk and costs of such coverage, and we continually review our insurance programs and requirements. However, alarge number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weather conditions ornatural disasters such as hurricanes, earthquakes, tornadoes and floods. We believe, given current industry practice and analysis prepared by outsideconsultants, 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 insurance will not fullycover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of 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 property and a loss ofall or a portion of the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certain circumstancesif 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 orfinancial 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 substances on theproperty and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardoussubstances. We may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, suchliability 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. Cybersecurity incidents could disrupt our business and result in the loss of confidential information35 Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data, andother electronic security breaches. Such cyber attacks can range from individual attempts to gain unauthorized access to our information technology systemsto more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such effortswill 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 majority stockholderapproval requirements for business combinations) that could make it more difficult for or even prevent a third party from acquiring us without the approval ofour incumbent Board of Directors. Provisions and agreements that inhibit or discourage takeover attempts could reduce the market value of our commonstock. 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, atleast 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 the incurrenceor assumption of secured debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicatea 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 to obtainadditional 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 the covenantsin 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 maintain certainfinancial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions.Breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, in addition to any other indebtednesscross-defaulted against such instruments. These defaults could have a material adverse impact on our business, results of operations and financial 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 as theymature. 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 defaultor delay 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. 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 able tomaintain 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.36 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. We expectto 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 fluctuationsin the 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. These swapagreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, these arrangementsmay not be effective in reducing our exposure to changes in interest rates or foreign currency exchange rates. When we use forward-starting interest rateswaps, 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, our results ofoperations 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, our earningswill 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 distribute to ourstockholders. 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 adversely affectthe value of our common stock. 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. Certain subsidiaries might fail to qualify or remain qualified as a REIT As a result of our acquisition of shares in Senior Housing Realty Trust (“SHRT”), we own a minority interest in an entity which elected to be taxed as aREIT for federal income tax purposes. Additionally, we own substantially all of the outstanding stock of a subsidiary which we consolidate for financialreporting purposes but which is treated as a separate REIT for federal income tax purposes (together with SHRT, each a “Subsidiary REIT”). To qualify as aREIT, each Subsidiary REIT must independently satisfy all of the REIT qualification requirements under the Code, together with all other rules applicable toREITs. Provided that each 37 Subsidiary REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets for purposes of the REIT asset tests. See “Item 1 – Business – Taxation – Federal Income Tax Considerations – Qualification as a REIT – Asset Tests” above. If a Subsidiary REIT fails to qualifyas a REIT in any taxable year, such Subsidiary REIT will be subject to federal and state income taxes and may not be able to qualify as a REIT for the foursubsequent taxable years. Any such failure could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our abilityto qualify as a REIT, unless we are able to avail ourselves of certain relief provisions. 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 arrivingat our taxable income, on the other hand. In addition, non-deductible expenses such as principal amortization or repayments or capital expenditures in excessof non-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 toenable us 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 subsidiaries aremembers), which lessees contract with managers (or related parties) to manage the health care operations at these properties. The rents from this taxable REITsubsidiary lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arms-length lease of a qualified health careproperty 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. Weintend 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 to betreated 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 fordepreciation and cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might failto satisfy the REIT 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 — FederalIncome Tax Considerations — Qualification as a REIT — Income Tests” above. Alternatively, the amount of our REIT taxable income could be recalculated,which may cause 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.38 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 thatcomprise our consolidated real property and real estate loan investments as of December 31, 2014 (dollars in thousands and annualized revenues adjusted fortiming of investment): Seniors Housing Triple-Net Seniors Housing OperatingProperty Location Number ofProperties Total Investment Annualized Revenues Number ofProperties Total Investment Annualized Revenues Alabama 4 $36,941 $3,765 - $- $- Arizona 1 6,963 833 4 63,984 22,847 California 28 532,723 54,606 47 1,343,848 373,773 Colorado 3 76,048 9,645 5 148,070 37,734 Connecticut 14 179,783 19,647 14 327,746 112,555 District Of Columbia - - - 1 66,257 13,790 Delaware 11 164,414 18,231 1 22,165 5,420 Florida 43 602,039 53,326 - - - Georgia 8 105,483 10,121 7 126,861 35,139 Iowa 3 48,193 4,165 1 34,082 8,209 Idaho 2 34,397 3,640 - - - Illinois 15 343,389 30,642 12 442,507 94,739 Indiana 30 431,753 44,737 - - - Kansas 7 142,586 14,826 3 71,987 16,886 Kentucky 12 102,297 15,467 2 40,233 11,977 Louisiana 3 22,642 3,353 2 53,481 11,547 Massachusetts 31 413,211 53,334 22 558,492 139,977 Maryland 27 415,111 39,394 3 85,677 31,766 Maine - - - 2 54,156 18,246 Michigan 8 121,909 10,760 5 115,759 23,310 Minnesota 3 37,186 3,438 4 118,380 24,275 Missouri 2 29,066 2,913 3 116,500 14,769 Mississippi 3 31,053 3,364 - - - Montana 1 6,482 952 - - - North Carolina 56 374,384 38,821 1 42,504 7,369 Nebraska 5 136,705 15,333 - - - New Hampshire 12 177,255 21,987 3 79,396 18,091 New Jersey 59 1,296,969 127,150 8 249,811 65,758 New Mexico - - - 1 19,468 993 Nevada 5 101,238 13,350 2 38,314 10,020 New York 9 205,222 17,685 8 307,829 72,573 Ohio 28 236,656 38,088 4 197,435 34,084 Oklahoma 18 130,829 13,173 2 39,039 3,263 Oregon 1 3,400 757 - - - Pennsylvania 49 848,335 93,805 6 84,683 36,715 Rhode Island 3 45,102 5,667 3 70,499 20,827 South Carolina 5 36,129 10,287 - - - Tennessee 25 184,515 26,731 2 51,167 15,219 Texas 51 614,366 71,312 13 328,093 75,905 Utah 1 5,824 887 1 17,223 11,161 Virginia 14 208,884 19,830 2 39,296 15,035 Vermont 2 26,171 3,300 1 28,749 7,183 Washington 23 408,435 40,676 7 271,099 47,110 Wisconsin 17 234,308 25,247 - - - West Virginia 24 370,338 46,558 - - - Total domestic 666 9,528,734 1,031,802 202 5,654,792 1,438,263 Canada 13 323,486 18,114 54 1,146,379 232,892 United Kingdom 43 581,885 42,929 41 1,537,562 309,300 Total international 56 905,371 61,043 95 2,683,941 542,192 Grand total 722 $10,434,105 $1,092,845 297 $8,338,733 $1,980,45539 Medical FacilitiesProperty Location Number of Properties Total Investment Annualized Revenues Alaska 1 $23,380 $3,046 Alabama 3 31,865 5,065 Arkansas 1 25,987 2,935 Arizona 4 71,703 8,683 California 22 463,260 44,814 Colorado 1 12,738 1,990 Florida 38 485,233 50,128 Georgia 10 170,333 22,605 Iowa 1 7,080 1,394 Illinois 3 39,709 7,199 Indiana 8 157,528 17,514 Kansas 7 81,588 13,117 Maryland 2 22,549 2,293 Maine 1 22,815 2,932 Michigan 1 16,959 1,797 Minnesota 8 187,699 25,948 Missouri 7 156,324 17,768 North Carolina 3 60,114 6,856 Nebraska 2 38,619 5,658 New Hampshire 1 15,317 1,580 New Jersey 7 224,503 37,736 New Mexico 3 36,180 3,638 Nevada 5 47,452 3,512 New York 7 67,180 7,660 Ohio 8 79,612 12,321 Oklahoma 2 27,550 3,415 Oregon 1 10,038 1,363 South Carolina 1 28,101 2,259 Tennessee 7 82,061 10,276 Texas 49 898,805 89,942 Virginia 4 62,816 7,689 Washington 5 164,550 16,342 Wisconsin 18 258,710 27,700 Total 241 $4,078,358 $467,175 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) 2014 2013 2014 2013 2014 2013 Seniors housing triple-net(4) 87.7% 87.7% 1.54x 1.58x $14,562 $14,000 per bed/unitSeniors housing operating(5) 90.3% 90.7% n/a n/a 67,376 65,374 per unitMedical facilities(6) 94.4% 94.5% n/a n/a 33 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 andhave not 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 isnot available 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 31.40 The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, 2014 (dollars in thousands): Expiration Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Thereafter Seniors housing triple-net: Properties 20 - 33 51 3 12 26 41 13 21 472 Base rent(1) $37,423 $- $14,907 $37,421 $2,973 $14,870 $38,293 $36,309 $18,442 $45,602 $798,931 % of base rent 3.6% 0.0% 1.4% 3.6% 0.3% 1.4% 3.7% 3.5% 1.8% 4.4% 76.4% Units 91 - 1,467 3,151 235 1,079 3,806 5,144 1,357 2,254 52,029 % of units 0.1% 0.0% 2.1% 4.5% 0.3% 1.5% 5.4% 7.3% 1.9% 3.2% 73.7% Medical office buildings: Square feet 711,737 790,389 1,218,498 920,688 1,070,191 968,769 1,118,555 2,108,813 1,047,083 1,367,691 2,956,912 Base rent(1) $17,440 $18,299 $29,078 $21,994 $25,896 $22,791 $28,386 $43,663 $26,007 $36,446 $71,813 % of base rent 5.1% 5.4% 8.5% 6.4% 7.6% 6.7% 8.3% 12.8% 7.6% 10.7% 20.9% Leases 262 201 248 192 207 113 119 134 80 102 89 % of leases 15.0% 11.5% 14.2% 11.0% 11.8% 6.5% 6.8% 7.7% 4.6% 5.8% 5.1% (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 belowmarket lease 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 financialposition or results of operations. Item 4. Mine Safety Disclosures None. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities There were 4,960 stockholders of record as of January 31, 2015. 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 Paid High Low Per Share2014 First Quarter $59.93 $52.90 $0.795 Second Quarter 65.25 58.91 0.795 Third Quarter 68.36 61.42 0.795 Fourth Quarter 78.17 62.05 0.795 2013 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 Our Board of Directors has approved a new quarterly cash dividend rate of $0.825 per share of common stock per quarter, commencing with the February2015 dividend. The declaration and payment of quarterly dividends remains subject to the review and approval of the Board of Directors. 41 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, 2014, 156 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. 2009 equals $100 and dividends areassumed to be reinvested. 12/31/0912/31/1012/31/1112/31/1212/31/1312/31/14S & P 500100.00115.06117.49136.30180.44205.14Health Care REIT, Inc.100.00114.33138.65163.91150.11222.93FTSE NAREIT Equity100.00127.96138.57163.60167.63218.16 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 SecuritiesAct of 1933, as amended, or under the Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such Acts.Issuer Purchases of Equity SecuritiesPeriod Total Number ofShares Purchased Average Price Paid PerShare Total Number of Shares Purchasedas Part of Publicly AnnouncedPlans or Programs(1) Maximum Number of Shares thatMay Yet Be Purchased Under thePlans or ProgramsOctober 1, 2014 through October 31, 2014 - $- November 1, 2014 through November 30, 2014 - - December 1, 2014 through December 31, 2014 - - Totals - $- (1) No shares were purchased as part of publicly announced plans or programs.42 Item 6. Selected Financial Data The following selected financial data for the five years ended December 31, 2014 are derived from our audited consolidated financial statements (inthousands, except per share data): Year Ended December 31, 2010 2011 2012 2013 2014Operating Data Revenues(1) $559,491 $1,313,182 $1,805,044 $2,880,608 $3,343,546Expenses(1) 526,515 1,200,979 1,619,132 2,778,363 2,959,333Income from continuing operations before income taxes andincome (loss) from unconsolidated entities 32,976 112,203 185,912 102,245 384,213Income tax (expense) benefit (364) (1,388) (7,612) (7,491) 1,267Income (loss) from unconsolidated entities 6,673 5,772 2,482 (8,187) (27,426)Income from continuing operations 39,285 116,587 180,782 86,567 358,054Income from discontinued operations, net(1) 89,599 96,129 114,058 51,713 7,135Gain (loss) on real estate dispositions, net - - - - 147,111Net income 128,884 212,716 294,840 138,280 512,300Preferred stock dividends 21,645 60,502 69,129 66,336 65,408Preferred stock redemption charge - - 6,242 - -Net income (loss) attributable to noncontrolling interests 357 (4,894) (2,415) (6,770) 147Net income attributable to common stockholders $106,882 $157,108 $221,884 $78,714 $446,745 Other Data Average number of common shares outstanding: Basic 127,656 173,741 224,343 276,929 306,272 Diluted 128,208 174,401 225,953 278,761 307,747 Per Share Data Basic: Income from continuing operations attributable tocommon stockholders $0.14 $0.35 $0.48 $0.10 $1.44 Discontinued operations, net 0.70 0.55 0.51 0.19 0.02 Net income attributable to common stockholders * $0.84 $0.90 $0.99 $0.28 $1.46Diluted: Income from continuing operations attributable tocommon stockholders $0.13 $0.35 $0.48 $0.10 $1.43 Discontinued operations, net 0.70 0.55 0.50 0.19 0.02 Net income attributable to common stockholders * $0.83 $0.90 $0.98 $0.28 $1.45 Cash distributions per common share $2.74 $2.835 $2.96 $3.06 $3.18 * 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 2010 2011 2012 2013 2014 Net real estate investments $8,590,833 $13,942,350 $17,423,009 $21,680,221 $22,851,196 Total assets 9,451,734 14,924,606 19,549,109 23,083,957 25,014,296 Total long-term obligations 4,469,736 7,240,752 8,531,899 10,652,014 10,828,013 Total liabilities 4,714,081 7,612,309 8,993,998 11,292,587 11,454,838 Total preferred stock 291,667 1,010,417 1,022,917 1,017,361 1,006,250 Total equity 4,733,100 7,278,647 10,520,519 11,756,331 13,473,04943 EXECUTIVE SUMMARY Company Overview Business Strategy Capital Market Outlook Key Transactions in 2014 Key Performance Indicators, Trends and Uncertainties Corporate Governance464647474850 LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash Off-Balance Sheet Arrangements Contractual Obligations Capital Structure50515151 RESULTS OF OPERATIONS Summary Seniors Housing Triple-net Seniors Housing Operating Medical Facilities Non-Segment/Corporate5253565860 OTHER Non-GAAP Financial Measures62 Critical Accounting Policies67 44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, long-term/post-acute care facilities, medical office buildings, inpatient and outpatientmedical centers and life science facilities. Our capital programs, when combined with comprehensive planning, development and property managementservices, make us 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, 2014: Investments Percentage of Number of Type of Property(in thousands)(1) Investments Properties Seniors housing triple-net$10,434,105 45.7% 722 Seniors housing operating 8,338,733 36.5% 297 Medical facilities 4,078,358 17.8% 241 Totals$22,851,196 100.0% 1,260 (1) Excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.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 meetthese objectives, 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,liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Ourproactive and comprehensive asset management process for seniors housing properties generally includes review of monthly financial statements and otheroperating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure,real estate taxes, letters of credit and other collateral. Our internal property management division actively manages and monitors the medical office buildingportfolio 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, capital improvement needs, and market conditions. In monitoring our portfolio, our personnel usea proprietary database to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends. We evaluatethe operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptabletrends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we are generally able to intervene at an early stage to address any negativetrends, and in so doing, support both the collectability of revenue and the value of our investment. In addition to our asset management and research efforts, we also structure our investments to help mitigate payment risk. Operating leases and loans 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. For the year ended December 31, 2014, rental income and resident fees represented 42% and 57% respectively, of total revenues (including discontinuedoperations). Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generallyrecognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rentalescalators is generally recorded based on the contractual cash rental 45Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amountoutstanding during the term of the loan and any interest rate adjustments. Our primary sources of cash include rent and interest receipts, resident fees and services, borrowings under our primary unsecured credit facility, publicissuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash includedividend 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 theavailability 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 credit facility, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from net operatingincome and principal payments on loans receivable. Permanent financing for future investments, which generally replaces funds drawn under our primaryunsecured credit facility, has historically been provided through a combination of the issuance of public debt and equity securities and the incurrence orassumption 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 credit facility. At December 31, 2014, we had $473,726,000 of cash and cash equivalents, $79,697,000 of restricted cash and $2,428,723,000 ofavailable borrowing capacity under our primary unsecured credit facility.Capital Market Outlook The capital markets remain supportive of our investment strategy. For the year ended December 31, 2014, we raised $3.2 billion in aggregate grossproceeds through the issuance of common stock and unsecured debt. The capital raised, in combination with available cash and borrowing capacity underour primary unsecured credit facility, supported $3.7 billion in gross new investments for the year. We expect attractive investment opportunities to remainavailable in the future as we continue to leverage the benefits of our relationship investment strategy.Key Transactions in 2014 Capital. In May 2014, we completed the public issuance of 16,100,000 shares of common stock for approximate gross proceeds of $1,003,835,000. InSeptember 2014, we completed the public issuance of 17,825,000 shares of common stock for approximate gross proceeds of $1,136,344,000. Also, for theyear ended December 31, 2014, we raised $257,055,000 through our dividend reinvestment program. In July 2014, we closed on a new primary unsecuredcredit facility that includes a $2,500,000,000 unsecured revolving credit facility, a $500,000,000 unsecured term credit facility and a $250,000,000Canadian-denominated unsecured term credit facility. Among other things, the primary unsecured credit facility provides us with additional borrowingcapacity and extends the agreement to October 31, 2018. It can be extended for an additional year at our option. In November 2014, we issued £500,000,000of 4.5% 20-year senior unsecured notes, generating approximately $773,992,000 of net proceeds. Investments. The following summarizes our acquisitions and joint venture investments made during the year ended December 31, 2014 (dollars inthousands): Properties InvestmentAmount(1) Capitalization Rates(2) Book Amount(3) Seniors housing triple-net87$1,519,657 7.0% $1,544,441 Seniors housing operating30 893,593 6.4% 693,953 Medical facilities34 665,398 6.2% 677,637 Total acquisitions/JVs151$3,078,648 6.6% $2,916,031 (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 and 7 to our consolidated financial statements for additionalinformation. 46Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Dispositions. The following summarizes property dispositions made during the year ended December 31, 2014 (dollars in thousands): Properties Proceeds(1) Capitalization Rates(2) Book Amount(3) Seniors housing triple-net26$900,335 8.7% $747,720 Medical facilities2 46,602 7.6% 45,695 Total property sales28$946,937 8.7% $793,415 (1) Represents book amount plus net gains/losses. See Note 5 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 book amount.(3) Represents carrying value of assets at time of disposition. Dividends. Our Board of Directors increased the annual cash dividend to $3.30 per common share ($0.825 per share quarterly), as compared to $3.18 percommon share for 2014, beginning in February 2015. The dividend declared for the quarter ended December 31, 2014 represents the 175th 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 toour historical operating results, in making operating decisions and for budget planning purposes. Operating Performance. We believe that net income attributable to common stockholders (“NICS”) is the most appropriate earnings measure. Other 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 ofcompanies. The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands): Year Ended December 31, 2012 2013 2014 Net income attributable to common stockholders $221,884 $78,714 $446,745Funds from operations 697,557 924,884 1,178,330Net operating income from continuing operations 1,237,055 1,673,795 1,940,188Same store cash net operating income 882,885 898,909 931,255 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:47Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31, 2012 2013 2014 Debt to book capitalization ratio 45% 48% 45%Debt to undepreciated book capitalization ratio 41% 43% 40%Debt to market capitalization ratio 33% 39% 29% Adjusted interest coverage ratio 3.31x 3.23x 3.86xAdjusted fixed charge coverage ratio 2.58x 2.56x 3.06x Concentration Risk. We evaluate our concentration risk in terms of investment mix, relationship mix and geographic mix. Concentration risk is a valuablemeasure in understanding what portion of our investments could be at risk if certain sectors were to experience downturns. 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: December 31, 2012 2013 2014 Investment mix:(1) Seniors housing triple-net 52% 45% 46% Seniors housing operating 28% 39% 36% Medical facilities 20% 16% 18% Relationship mix:(1) Sunrise Senior Living(2) 6% 19% 18% Genesis Healthcare 15% 12% 12% Brookdale 6% Revera(2) 5% 5% Benchmark Senior Living 5% 4% 4% Belmont Village 5% 4% Merrill Gardens 6% Remaining customers 63% 56% 55% Geographic mix:(1) California 9% 10% 10% England 8% 9% Texas 9% 7% 8% New Jersey 9% 8% 8% Canada 6% Florida 7% 5% Pennsylvania 5% Remaining 61% 62% 59% (1) Excludes our share of investments in unconsolidated entities. Entities in which the company has a joint venture partner are shown at 100% of the joint venture amount.(2) Revera owns a controlling interest in Sunrise. 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 abilityto effectively 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 Reporton Form 10-K for further discussion of these risk factors.48Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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/investor-relations/governance. Theinformation on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textualreference only.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 credit facility, publicissuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash includedividend 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 usesof cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources anduses 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 2012 2013 $ % 2014 $ % $ %Beginning cash and cashequivalents $163,482 $1,033,764 $870,282 532% $158,780 $(874,984) -85% $(4,702) -3%Cash provided from (used in): Operating activities 818,133 988,497 170,364 21% 1,138,670 150,173 15% 320,537 39% Investing activities (3,592,979) (3,531,593) 61,386 -2% (2,126,206) 1,405,387 -40% 1,466,773 -41% Financing activities 3,645,128 1,667,670 (1,977,458) -54% 1,303,172 (364,498) -22% (2,341,956) -64%Effect of foreign currencytranslation on cash and cashequivalents 0 442 442 n/a (690) (1,132) n/a (690) n/aEnding cash and cash equivalents $1,033,764 $158,780 $(874,984) -85% $473,726 $314,946 198% $(560,038) -54% 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, 2012, 2013 and 2014, 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 2014.” 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, 2012 2013 $ % 2014 $ % $ %New development $286,410 $247,560 $(38,850) -14% $197,881 $(49,679) -20% $(88,529) -31%Recurring capital expenditures,tenant improvements and leasecommissions 45,175 60,984 15,809 35% 59,134 (1,850) -3% 13,959 31%Renovations, redevelopments andother capital improvements 90,275 74,848 (15,427) -17% 73,646 (1,202) -2% (16,629) -18%Total $421,860 $383,392 $(38,468) -9% $330,661 $(52,731) -14% $(91,199) -22% The change in new development is primarily due to the number and size of construction projects on-going during the relevant periods. 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. 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 in2014.” Please refer to Notes 9, 10 and 13 of our consolidated financial statements for additional information.49Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Off-Balance Sheet Arrangements At December 31, 2014, 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 ourconsolidated financial statements for additional information. At December 31, 2014, we had eight outstanding letter of credit obligations. Please see Note 12to our consolidated financial statements for additional information.Contractual Obligations The following table summarizes our payment requirements under contractual obligations as of December 31, 2014 (in thousands): Payments Due by PeriodContractual Obligations Total 2015 2016-2017 2018-2019 ThereafterUnsecured revolving credit facility(1) $- $- $- $- $-Senior unsecured notes and term credit facilities:(2) U.S. Dollar senior unsecured notes 5,465,965 - 1,150,000 1,050,000 3,265,965 Pounds Sterling senior unsecured notes(3) 1,635,690 - - - 1,635,690 U.S. Dollar term credit facility 500,000 - - 500,000 - Canadian Dollar term credit facility(3) 215,499 - - 215,499 -Secured debt:(2,3) Consolidated 2,941,765 399,813 770,271 806,956 964,725 Unconsolidated 622,220 206,281 176,558 81,073 158,308Contractual interest obligations:(4) Unsecured revolving credit facility - - - - - Senior unsecured notes and term loans(3) 3,560,409 338,290 638,105 533,104 2,050,909 Consolidated secured debt(3) 754,363 140,101 218,789 127,354 268,119 Unconsolidated secured debt(3) 98,668 27,869 29,373 16,385 25,041Capital lease obligations(5) 111,726 13,157 9,464 9,012 80,093Operating lease obligations(5) 916,404 15,078 30,370 30,457 840,499Purchase obligations(5) 308,492 140,150 151,697 6,792 9,853Other long-term liabilities(6) 367,128 361,475 2,950 2,703 -Total contractual obligations $17,498,329 $1,642,214 $3,177,577 $3,379,335 $9,299,202 (1) Relates to our $2,500,000,000 unsecured revolving credit facility. See Note 9 to our consolidated financial statements for additional information.(2) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.(3) Based on foreign currency exchange rates in effect as of balance sheet date.(4) Based on variable interest rates in effect as of balance sheet date.(5) See Note 12 to our consolidated financial statements for additional information.(6) Primarily relates to an unfunded commitment for a secured bridge facility with one of our operators, which is discussed in Note 12 to our consolidated financial statements, and ourSupplemental Executive Retirement Plan, which is discussed in Note 19 to the consolidated financial statements. 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, 2014, 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 credit facility, the ratings on our seniorunsecured notes are used to determine the fees and interest charged. A summary of certain covenants and our results as of and for the year ended December 31,2014 is as follows:50Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Per Agreement Covenant Primary Unsecured CreditFacility Senior Unsecured Notes Actual At December 31,2014Total Indebtedness to Book Capitalization Ratio maximum: 60% n/a 45%Secured Indebtedness to Total Assets Ratio maximum: 30% 40% 12%Total Indebtedness to Total Assets maximum: n/a 60% 43%Unsecured Debt to Unencumbered Assets maximum: 60% n/a 38%Adjusted Interest Coverage Ratio minimum: n/a 1.50x 3.86xAdjusted Fixed Charge Coverage minimum: 1.50x n/a 3.06x 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, 2015, wehad 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, 2015, 3,016,824 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, 2015, 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 primary unsecured creditfacility.Results of Operations Summary 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, 2012 2013 Amount % 2014 Amount % Amount % Net income attributable to commonstockholders $221,884 $78,714 $(143,170) -65% $446,745 $368,031 468% $224,861 101%Funds from operations 697,557 924,884 227,327 33% 1,178,330 253,446 27% 480,773 69%Adjusted EBITDA 1,264,091 1,503,715 239,624 19% 1,877,992 374,277 25% 613,901 49%Net operating income fromcontinuing operations 1,237,055 1,673,795 436,740 35% 1,940,188 266,393 16% 703,133 57%Same store cash NOI 882,885 898,909 16,024 2% 931,255 32,346 4% 48,370 5% Per share data (fully diluted): Net income attributable tocommon stockholders $0.98 $0.28 $(0.70) -71% $1.45 $1.17 418% $0.47 48% Funds from operations 3.09 3.32 0.23 7% 3.83 0.51 15% 0.74 24% Adjusted interest coverage ratio 3.31x 3.19x -0.12x -4% 3.86x 0.67x 21% 0.55x 17%Adjusted fixed charge coverage ratio 2.58x 2.52x -0.06x -2% 3.06x 0.54x 21% 0.48x 19% The following table represents the changes in outstanding common stock for the period from January 1, 2012 to December 31, 2014 (in thousands):51Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31, 2012 December 31, 2013 December 31, 2014 TotalsBeginning balance 192,275 260,374 289,564 192,275Public offerings 64,400 23,000 33,925 121,325Dividend reinvestment plan issuances 2,136 3,430 4,123 9,689Senior note conversions 1,040 988 259 2,287Preferred stock conversions - 117 233 350Issuances in acquisitions of noncontrolling interests - 1,109 - 1,109Option exercises 341 214 498 1,053Other, net 182 332 188 702Ending balance 260,374 289,564 328,790 328,790 Average number of shares outstanding: Basic 224,343 276,929 306,272 Diluted 225,953 278,761 307,747 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 credit facility. During inflationary periods, which generally are accompanied by rising interestrates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. Presumingthe current inflation rate remains moderate and long-term interest rates do not increase significantly, we believe that inflation will not impact the availabilityof equity and debt financing for us. 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.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, 2012 2013 $ % 2014 $ % $ %SSCNOI(1) $ 589,912 $ 598,235 $ 8,323 1% $ 618,672 $ 20,437 3% $ 28,760 5%Non-cash NOI attributable to samestore properties(1) 34,176 33,745 (431) -1% 53,133 19,388 57% 18,957 55%NOI attributable to non same storeproperties(2) 170,923 262,641 91,718 54% 355,329 92,688 35% 184,406 108%NOI $ 795,011 $ 894,621 $ 99,610 13% $ 1,027,134 $ 132,513 15% $ 232,123 29% (1) Change is due to increases in cash and non-cash NOI (described below) related to 453 same store properties.(2) Change is primarily due to the acquisition of 195 properties, the conversion of 13 construction projects into revenue-generating properties subsequent to January 1, 2012 and thetransition of 38 properties from our seniors housing operating segment on September 1, 2013. The following is a summary of our results of operations for the seniors housing triple-net segment (dollars in thousands): 52Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2012 2013 $ % 2014 $ % $ %Revenues: Rental income $762,968 $ 866,138 $ 103,170 14% $ 992,638 $ 126,500 15% $ 229,670 30% Interest income 30,654 28,214 (2,440) -8% 32,255 4,041 14% 1,601 5% Other income 2,471 1,504 (967) -39% 2,973 1,469 98% 502 20% 796,093 895,856 99,763 13% 1,027,866 132,010 15% 231,773 29%Property operating expenses 1,082 1,235 153 14% 732 (503) -41% (350) -32% Net operating income from continuingoperations (NOI) 795,011 894,621 99,610 13% 1,027,134 131,507 15% 232,123 29%Other expenses: Interest expense 1,745 23,322 21,577 1237% 38,460 15,138 65% 36,715 2104% Loss (gain) on derivatives, net 96 4,877 4,781 4980% (1,770) (6,647) -136% (1,866) -1944% Depreciation and amortization 223,921 249,913 25,992 12% 273,296 23,383 9% 49,375 22% Transaction costs 35,705 24,426 (11,279) -32% 45,146 20,720 85% 9,441 26% Loss (gain) on extinguishment of debt, net 2,405 40 (2,365) -98% 98 58 145% (2,307) -96% Provision for loan losses 27,008 2,110 (24,898) -92% - (2,110) -100% (27,008) -100% Other expenses - - - n/a 8,825 8,825 n/a 8,825 n/a 290,880 304,688 13,808 5% 364,055 59,367 19% 73,175 25%Income from continuing operations beforeincome taxes and income (loss) fromunconsolidated entities 504,131 589,933 85,802 17% 663,079 73,146 12% 158,948 32%Income tax benefit (expense) (2,852) (1,817) 1,035 -36% 6,141 7,958 -438% 8,993 -315%Income (loss) from unconsolidated entities (33) 5,035 5,068 n/a 5,423 388 8% 5,456 -16533%Income from continuing operations 501,246 593,151 91,905 18% 674,643 81,492 14% 173,397 35%Discontinued operations: Gain (loss) on sales of properties, net 112,309 56,625 (55,684) -50% 6,411 (50,214) -89% (105,898) -94% Impairment of assets (20,612) - 20,612 -100% - - n/a 20,612 -100% Income from discontinued operations, net 38,356 1,117 (37,239) -97% 724 (393) -35% (37,632) -98% Discontinued operations, net 130,053 57,742 (72,311) -56% 7,135 (50,607) -88% (122,918) -95%Gain (loss) on real estate dispositions, net - - - n/a 146,205 146,205 n/a 146,205 n/aNet income 631,299 650,893 19,594 3% 827,983 177,090 27% 196,684 31%Less: Net income attributable to noncontrollinginterests 511 1,558 1,047 205% 1,874 316 20% 1,363 267%Net income attributable to commonstockholders $630,788 $649,335 $18,547 3% $826,109 $176,774 27% $195,321 31% 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’sproperties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rentalpayments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may notcontinue to increase. Sales of real property would offset revenue increases and, to the extent that they exceed new acquisitions, could result in decreasedrevenues. Our leases could renew above or below current rent rates, resulting in an increase or decrease in rental income. For the three months endedDecember 31, 2014, we had no lease renewals but we had 12 leases with rental rate increasers ranging from 0.14% to 0.33% in our seniors housing triple-netportfolio. The increase in interest income is attributable to investments in new loans and draws on existing loans in the current year (see Note 6 to ourconsolidated financial statements for additional information).During the year ended December 31, 2014, we completed four seniors housing triple-net construction projects representing $71,569,000 or $185,896 perbed/unit plus expansion projects totaling $18,053,000. The following is a summary of seniors housing triple-net construction projects pending as ofDecember 31, 2014 (dollars in thousands):53Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Location Units/Beds Commitment Balance Est. CompletionUpper Providence, PA 96 $29,030 $22,718 2Q15Mahwah, NJ 96 28,259 16,208 2Q15Haddonfield, NJ 52 18,815 11,323 2Q15Derby, England 74 11,501 6,885 2Q15Edmond, OK 142 24,500 3,007 1Q16Carrollton, TX 104 18,900 3,063 1Q16Bracknell, England 64 15,671 6,281 2Q16Piscataway, NJ 124 30,600 15,067 4Q15Frederick, MD 130 19,000 11,030 4Q15Raleigh, NC 225 93,000 17,827 4Q16Total 1,107 $289,276 $113,409 Total interest expense represents secured debt interest expense and interest expense on capital lease obligations offset by interest allocated todiscontinued operations. 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 inthousands): Year Ended Year Ended Year Ended December 31, 2012 December 31, 2013 December 31, 2014 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $259,000 5.105% $218,741 5.393% $587,136 5.394%Debt transitioned - 0.000% 367,997 5.298% - 0.000%Debt issued 9,387 4.080% 13,800 5.480% - 0.000%Debt assumed 83,002 5.304% 9,578 5.582% 120,352 5.404%Debt extinguished (128,818) 4.743% (16,482) 3.304% (22,970) 6.235%Foreign currency - 0.000% - 0.000% (2,180) 5.317%Principal payments (3,830) 5.556% (6,498) 5.698% (11,569) 5.564%Ending balance $218,741 5.393% $587,136 5.394% $670,769 5.337% Monthly averages $216,314 5.254% $339,129 5.394% $596,941 5.381% The change in loss on debt extinguishment is attributable to the volume of debt payoffs each year. Derivative gains and losses are related to certainforeign currency forward exchange contracts related to properties acquired. Please refer to Note 11 to our consolidated financial statements for furtherdiscussion.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. The increase in other expenses is primarily related to the reversal of the indemnification asset recorded in connection with the Genesis acquisition. Anincome tax benefit was recorded in the same amount to reverse the unrecognized tax benefits related to the transaction. Please refer to Note 18 to ourconsolidated financial statements for further discussion.Changes in gains on sales of properties are related to the volume of property sales and the sales prices. We recognized impairment losses on certain held-for-sale properties in prior years as the fair value less estimated costs to sell exceeded our carrying values. Please refer to Note 5 to our consolidated financialstatements for further discussion. The following illustrates the reclassification impact as a result of classifying the properties sold prior to or held for sale atDecember 31, 2014 as discontinued operations for the periods presented (dollars in thousands):54Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31, 2012 2013 2014 Rental income $71,044 $8,987 $881Expenses: Interest expense 13,723 2,566 157 Property operating expenses 215 - - Provision for depreciation 18,750 5,304 -Income (loss) from discontinued operations, net $38,356 $1,117 $724 During the year ended December 31, 2012, we wrote off one loan related to an entrance fee community. During the year ended December 31, 2013, wewrote off one loan related to an active adult community. During the year ended December 31, 2014, we did not record a provision for loan loss or have anyloan write-offs. 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 or loss from unconsolidated entities represents our share ofnet income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’share of net income 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, 2012 2013 $ % 2014 $ % $ %SSCNOI(1) $ 140,968 $ 146,624 $ 5,656 4% $ 156,072 $ 9,448 6% $ 15,104 11%NOI attributable to non same storeproperties(2) 91,056 381,539 290,483 319% 475,191 93,652 25% 384,135 422%NOI $ 232,024 $ 528,163 $ 296,139 128% $ 631,263 $ 103,100 20% $ 399,239 172% (1) Due to increases in cash revenues (described below) related to 74 same store properties.(2) Primarily due to the acquisition of 221 properties subsequent to January 1, 2012 and the transition of 38 properties to our seniors housing triple-net segment on September 1, 2013.The following is a summary of our results of operations for the seniors housing operating segment (dollars in thousands): 55Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2012 2013 $ % 2014 $ % $ %Revenues: Resident fees and services $697,494 $1,616,290 $918,796 132% $1,892,237 $275,947 17% $1,194,743 171% Interest income 6,208 757 (5,451) -88% 2,119 1,362 180% (4,089) -66% Other income - 355 355 n/a 3,215 2,860 806% 3,215 n/a 703,702 1,617,402 913,700 130% 1,897,571 280,169 17% 1,193,869 170%Property operating expenses 471,678 1,089,239 617,561 131% 1,266,308 177,069 16% 794,630 168% Net operating income fromcontinuing operations (NOI) 232,024 528,163 296,139 128% 631,263 103,100 20% 399,239 172%Other expenses: Interest expense 67,524 92,148 24,624 36% 113,099 20,951 23% 45,575 67% Loss (gain) on derivatives, net (1,921) (407) 1,514 -79% 275 682 -168% 2,196 -114% Depreciation and amortization 165,798 478,007 312,209 188% 418,199 (59,808) -13% 252,401 152% Transaction costs 12,756 107,066 94,310 739% 16,880 (90,186) -84% 4,124 32% Loss (gain) on extinguishment ofdebt, net (2,697) (3,372) (675) 25% 383 3,755 -111% 3,080 -114% Other expenses - - - n/a 1,437 1,437 n/a 1,437 n/a 241,460 673,442 431,982 179% 550,273 (123,169) -18% 308,813 128%(Loss) income from continuingoperations before income fromunconsolidated entities (9,436) (145,279) (135,843) 1440% 80,990 226,269 -156% 90,426 -958%Income tax expense (1,086) (5,337) (4,251) 391% (3,047) 2,290 -43% (1,961) 181%(Loss) income from unconsolidatedentities (6,364) (22,695) (16,331) 257% (38,204) (15,509) 68% (31,840) 500%Net income (loss) (16,886) (173,311) (156,425) 926% 39,739 213,050 -123% 56,625 -335%Less: Net income (loss) attributable tononcontrolling interests (3,015) (8,639) (5,624) 187% (2,335) 6,304 -73% 680 -23%Net income (loss) attributable tocommon stockholders $(13,871) $(164,672) $(150,801) 1087% $42,074 $206,746 -126% $55,945 -403% Fluctuations in revenues and property operating expenses are primarily a result of acquisitions subsequent to January 1, 2012, partially offset by thetransition of 38 properties to seniors housing triple-net on September 1, 2013. Interest income for the years ended December 31, 2012 and 2013 relates to theSunrise loan funded during the three months ended December 31, 2012 and acquired in January 2013 (please refer to Note 6 to our consolidated financialstatements for additional information). The fluctuations in depreciation and amortization are due to the net impact of acquisitions and variations inamortization of short-lived intangible assets. To the extent that we acquire or dispose of additional properties in the future, these amounts will changeaccordingly. Losses from unconsolidated entities are primarily attributable to depreciation and amortization of short-lived intangible assets related to ourinvestments in unconsolidated joint ventures with Chartwell in 2012, Sunrise in 2013 and Senior Resource Group in 2014. The following is a summary of our seniors housing operating construction projects, excluding expansions, pending as of December 31, 2014 (dollars inthousands): Location Units/Beds Commitment Balance Est. CompletionEdgbaston, England 70 $20,820 $19,571 2Q15Camberley, England 102 21,613 11,142 4Q15Total 172 $42,433 $30,713 Interest expense represents secured debt interest expense as well as interest expense related to our Canadian-denominated unsecured term credit facilityand Sterling-denominated senior unsecured notes. The increases in interest expense are attributed primarily to the £550,000,000 Sterling-dominated seniorunsecured notes issued in November 2013 and the £500,000,000 Sterling-dominated senior unsecured notes issued in November 2014. Please refer to Note10 to our consolidated financial statements for additional information. The following is a summary of our seniors housing operating property secured debtprincipal activity (dollars in thousands):56Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended Year Ended Year Ended December 31, 2012 December 31, 2013 December 31, 2014 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $1,318,599 4.665% $1,369,526 4.874% $1,714,714 4.622%Debt issued 148,031 4.220% 75,408 4.891% 109,503 3.374%Debt assumed 115,371 5.512% 1,228,706 4.063% 18,484 4.359%Debt extinguished (193,962) 4.395% (548,876) 3.597% (114,793) 3.626%Debt transitioned - 0.000% (367,997) 5.298% - 0.000%Foreign currency 187 5.624% (10,361) 4.013% (39,379) 3.727%Principal payments (18,700) 4.850% (31,692) 4.643% (33,998) 4.296%Ending balance $1,369,526 4.874% $1,714,714 4.622% $1,654,531 4.422% Monthly averages $1,366,758 4.866% $1,723,122 4.820% $1,657,416 4.515% The fluctuations in gains/losses on debt extinguishments is primarily attributable the volume of extinguishments and terms of the related secured debt. Derivative gains relate primarily to foreign currency forward exchange contracts entered into in conjunction with international investments made during therespective years. 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 change intransaction costs from year to year is primarily a function of investment volume. The majority of our seniors housing operating properties are formed throughpartnership interests. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss related to those partnershipswhere 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, 2012 2013 $ % 2014 $ % $ %SSCNOI(1) $ 152,005 $ 154,050 $ 2,045 1% $ 156,511 $ 2,461 2% $ 4,506 3%Non-cash NOI attributable to samestore properties(1) 5,720 5,248 (472) -8% 3,290 (1,958) -37% (2,430) -42%NOI attributable to non same storeproperties(2) 51,383 91,417 40,034 78% 121,313 29,896 33% 69,930 136%NOI $ 209,108 $ 250,715 $ 41,607 20% $ 281,114 $ 30,399 12% $ 72,006 34% (1) Due to increases in cash and non-cash revenues (described below) related to 138 same store properties.(2) Primarily due to the acquisition of 74 properties and conversions of construction projects into 19 revenue-generating properties subsequent to January 1, 2012.57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, 2012 2013 $ % 2014 $ % $ %Revenues: Rental income $300,246 $361,451 $61,205 20% $413,129 $51,678 14% $112,883 38% Interest income 2,203 3,692 1,489 68% 3,293 (399) -11% 1,090 49% Other income 1,888 1,911 23 1% 1,010 (901) -47% (878) -47% 304,337 367,054 62,717 21% 417,432 50,378 14% 113,095 37%Property operating expenses 95,229 116,339 21,110 22% 136,318 19,979 17% 41,089 43% Net operating income from continuingoperations (NOI) 209,108 250,715 41,607 20% 281,114 30,399 12% 72,006 34%Other expenses: Interest expense 28,878 36,823 7,945 28% 32,904 (3,919) -11% 4,026 14% Depreciation and amortization 116,501 137,880 21,379 18% 152,635 14,755 11% 36,134 31% Transaction costs 13,148 1,909 (11,239) -85% 7,512 5,603 294% (5,636) -43% Loss (gain) on extinguishment of debt, net (483) - 483 -100% 405 405 n/a 888 n/a 158,044 176,612 18,568 12% 193,456 16,844 10% 35,412 22%Income from continuing operations beforeincome taxes and income (loss) fromunconsolidated entities 51,064 74,103 23,039 45% 87,658 13,555 18% 36,594 72%Income tax expense (2,381) (270) 2,111 -89% (1,827) (1,557) 577% 554 -23%Income (loss) from unconsolidated entities 8,879 9,473 594 7% 5,355 (4,118) -43% (3,524) -40%Income from continuing operations 57,562 83,306 25,744 45% 91,186 7,880 9% 33,624 58%Discontinued operations: Gain (loss) on sales of properties, net (11,759) (7,487) 4,272 -36% - 7,487 -100% 11,759 -100% Impairment of assets (8,676) - 8,676 -100% - - n/a 8,676 -100% Income (loss) from discontinued operations,net 4,440 1,458 (2,982) -67% - (1,458) -100% (4,440) -100% Discontinued operations, net (15,995) (6,029) 9,966 -62% - 6,029 -100% 15,995 -100%Gain (loss) on real estate dispositions, net - - - n/a 906 906 n/a 906 n/aNet income (loss) 41,567 77,277 35,710 86% 92,092 14,815 19% 50,525 122%Less: Net income (loss) attributable tononcontrolling interests 89 310 221 248% 608 298 96% 519 583%Net income (loss) attributable to commonstockholders $41,478 $76,967 $35,489 86% $91,484 $14,517 19% $50,006 121% 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 forthe period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Sales of real property would offset 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, 2014, our consolidated medical office building portfoliosigned 72,159 square feet of new leases and 251,399 square feet of renewals. The weighted-average term of these leases was six years, with a rate of $26.25per square foot and tenant improvement and lease commission costs of $21.23 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%. During the year ended December 31, 2014, we completed seven medical office building construction projects representing $127,290,000 or $243 persquare foot. The following is a summary of medical office building construction projects pending as of December 31, 2014 (dollars in thousands):58Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Location Square Feet Commitment Balance Est. CompletionHouston, TX 51,057 $17,600 $12,801 1Q15Bel Air, MD 99,184 26,386 2,391 1Q16Total 150,241 $43,986 $15,192 Total interest expense represents secured debt interest expense offset by interest allocated to discontinued operations. The change in secured debtinterest expense is primarily due to the net effect and timing of assumptions, extinguishments and principal amortizations. The following is a summary of ourmedical facility secured debt principal activity (dollars in thousands): Year Ended Year Ended Year Ended December 31, 2012 December 31, 2013 December 31, 2014 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $520,066 5.981% $713,720 5.950% $700,427 5.999%Debt assumed 246,371 5.888% 52,574 6.126% 66,113 3.670%Debt extinguished (37,622) 5.858% (49,017) 5.357% (141,796) 5.567%Principal payments (15,095) 6.180% (16,850) 6.193% (15,476) 5.797%Ending balance $713,720 5.950% $700,427 5.999% $609,268 5.838% Monthly averages $669,753 5.952% $708,107 5.956% $626,797 5.928% 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), lease termination fees and other similar costs. The fluctuations intransaction costs are primarily due to acquisition volume fluctuations in the relevant years.Income from unconsolidated entities represents our share of net income or losses related to our joint venture investment with Forest City Enterprises andcertain unconsolidated property investments related to our strategic joint venture relationship with a national medical office building company. The decreaseis primarily attributable to lower occupancy in the current year.Changes in gains/losses on sales of properties are related to volume of property sales and the sales prices. We recognized impairment losses on certainheld for sale properties in prior years as the fair value less estimated costs to sell exceeded our carrying values. Please refer to Note 5 to our consolidatedfinancial statements for further discussion. The following illustrates the reclassification impact as a result of classifying the properties sold prior to or held forsale at December 31, 2014 as discontinued operations for the periods presented (dollars in thousands): Year Ended December 31, 2012 2013 Rental income $25,334 $9,390 Expenses: Interest expense 8,013 1,681 Property operating expenses 4,267 3,396 Provision for depreciation 8,614 2,855 Income (loss) from discontinued operations, net $4,440 $1,458 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/Corporate59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 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, 2012 2013 $ % 2014 $ % $ %Revenues: Other income $912 $296 $(616) -68% $677 $381 129% $(235) -26%Expenses: Interest expense 263,418 306,067 42,649 16% 296,576 (9,491) -3% 33,158 13% General and administrative 97,341 108,318 10,977 11% 142,943 34,625 32% 45,602 47% Loss (gain) on extinguishmentsof debt, net - 2,423 2,423 n/a 8,672 6,249 258% 8,672 n/a 360,759 416,808 56,049 16% 448,191 31,383 8% 87,432 24%Loss from continuing operationsbefore income taxes (359,847) (416,512) (56,665) 16% (447,514) (31,002) 7% (87,667) 24%Income tax expense (1,293) (67) 1,226 -95% - 67 -100% 1,293 -100%Net loss (361,140) (416,579) (55,439) 15% (447,514) (30,935) 7% (86,374) 24%Preferred stock dividends 69,129 66,336 (2,793) -4% 65,408 (928) -1% (3,721) -5%Preferred stock redemption charge 6,242 - (6,242) -100% - - n/a (6,242) -100%Net loss attributable to commonstockholders $(436,511) $(482,915) $(46,404) 11% $(512,922) $(30,007) 6% $(76,411) 18% 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, 2012 2013 $ % 2014 $ % $ % Senior unsecured notes $249,564 $279,617 $30,053 12% $280,037 $420 0% $30,473 12%Secured debt 557 495 (62) -11% 460 (35) -7% (97) -17%Primary unsecured credit facility 11,769 15,498 3,729 32% 8,914 (6,584) -42% (2,855) -24%Capitalized interest (9,777) (6,700) 3,077 -31% (7,150) (450) 7% 2,627 -27%Interest SWAP savings (96) (14) 82 -85% (14) (0) 3% 82 -85%Loan expense 11,401 17,171 5,770 51% 14,329 (2,842) -17% 2,928 26%Totals $263,418 $306,067 $42,649 16% $296,576 $(9,491) -3% $33,158 13% The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, excluding our Sterling-denominatedsenior unsecured notes, both of which are in our seniors housing operating segment. Please refer to Note 10 to our consolidated financial statements foradditional information. We capitalize certain interest costs associated with funds used for the construction of properties owned directly by us. The amountcapitalized is based upon the balances outstanding during the construction period using the rate of interest that approximates our cost of financing. Ourinterest expense is reduced by the amount capitalized. The change in capitalized interest is due to both changes in construction fundings and in ourweighted-average cost of financing. Please see Note 11 to our consolidated financial statements for a discussion of our interest rate swap agreements andtheir impact on interest expense. Loan expense represents the amortization of deferred loan costs incurred in connection with the issuance and amendmentsof debt. Loan expense changes are due to amortization of charges for costs incurred in connection with senior unsecured note issuances. The change ininterest expense on our primary unsecured credit facility 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 primary unsecured credit facility. General and administrative expenses as a percentage of consolidated revenues (including revenues from discontinued operations) 60Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2014, 2013 and 2012 were 4.27%, 3.74% and 5.12%, respectively. The increase in general and administrative expenses isprimarily related to costs associated with our initiatives to attract and retain appropriate personnel to achieve our business objectives and $19,688,000 ofCEO transition costs. The changes in percent of revenue are primarily related to the increasing revenue base as a result of our acquisitions. The loss onextinguishment of debt is due to the refinancing of our primary unsecured credit facility and the redemption of convertible senior notes. Please see Notes 9and 13 to our consolidated financial statements for additional information. The changes in preferred stock dividends and redemption charge are primarilyattributable to the net effect of issuances, redemptions and conversions. Please see Note 13 to our consolidated financial statements for additionalinformation. Other 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 payrolland benefits, property management fees, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General andadministrative expenses represent costs unrelated to property operations or transaction costs. These expenses include, but are not limited to, payroll andbenefits, professional services, office expenses and depreciation of corporate fixed assets. Same store cash NOI (“SSCNOI”) is used to evaluate the cash-basedoperating performance of our properties under a consistent population which eliminates changes in the composition of our portfolio. As used herein, samestore is generally defined as those revenue-generating properties in the portfolio for the full three year reporting period. Any properties acquired, developed,transitioned or classified in discontinued operations during that period are excluded from the same store amounts. We believe NOI and SSCNOI provideinvestors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. Weuse NOI and SSCNOI to make decisions about resource allocations and to assess the property level performance of our properties. EBITDA stands for earnings before interest, taxes, depreciation and amortization. We believe that EBITDA, along with net income and cash flow 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 credit facility contains a financial ratio based on a definition of EBITDA that is specific to that agreement. Failure tosatisfy these covenants could result in an event of default that could have a material adverse impact on our cost and availability of capital, which could inturn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Due to the materiality of these debtagreements and the financial covenants, we have disclosed Adjusted EBITDA, which represents EBITDA as defined above and adjusted for stock-basedcompensation expense, provision for loan losses and gain/loss on extinguishment of debt. We use Adjusted EBITDA to measure our adjusted fixed chargecoverage ratio, which represents Adjusted EBITDA divided by fixed charges on a trailing twelve months basis. Fixed charges include total interest(excluding capitalized interest and non-cash interest expenses), secured debt principal amortization and preferred dividends. Our covenant requires anadjusted 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 and debtanalysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measuresto facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures are utilizedby the Board of Directors to evaluate management. Adjusted EBITDA is used solely to determine our compliance with a financial covenant in our primaryunsecured credit 61Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations facility and is not being presented for use by investors for any other purpose. None of our supplemental measures represent net income or cash flow providedfrom operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity.Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or othercompanies. 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 discontinuedoperations. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization. Amountsare in thousands except for per share data. Year Ended December 31,FFO Reconciliation: 2012 2013 2014Net income attributable to common stockholders $221,884 $78,714 $446,745Depreciation and amortization 533,585 873,960 844,130Impairment of assets 29,287 - -Loss (gain) on sales of properties (100,549) (49,138) (153,522)Noncontrolling interests (21,058) (36,304) (37,852)Unconsolidated entities 34,408 57,652 74,580Funds from operations $697,557 $924,884 $1,174,081 Average common shares outstanding: Basic 224,343 276,929 306,272 Diluted 225,953 278,761 307,747 Per share data: Net income attributable to common stockholders Basic $0.99 $0.28 $1.46 Diluted 0.98 0.28 1.45 Funds from operations Basic $3.11 $3.34 $3.83 Diluted 3.09 3.32 3.8262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: 2012 2013 2014Net income $294,840 $138,280 $512,300Interest expense 383,300 462,606 481,196Income tax expense (benefit) 7,612 7,491 (1,267)Depreciation and amortization 533,585 873,960 844,130Stock-based compensation expense 18,521 20,177 32,075Provision for loan losses 27,008 2,110 -Loss (gain) on extinguishment of debt (775) (909) 9,558Adjusted EBITDA $1,264,091 $1,503,715 $1,877,992 Adjusted Interest Coverage Ratio: Interest expense $383,300 $462,606 $481,196Capitalized interest 9,777 6,700 7,150Non-cash interest expense (11,395) (4,044) (2,427) Total interest 381,682 465,262 485,919Adjusted EBITDA $1,264,091 $1,503,715 $1,877,992 Adjusted interest coverage ratio 3.31x 3.23x 3.86x Adjusted Fixed Charge Coverage Ratio: Interest expense $383,300 $462,606 $481,196Capitalized interest 9,777 6,700 7,150Non-cash interest expense (11,395) (4,044) (2,427)Secured debt principal payments 38,744 56,205 62,280Preferred dividends 69,129 66,336 65,408 Total fixed charges 489,555 587,803 613,607Adjusted EBITDA $1,264,091 $1,503,715 $1,877,992 Adjusted fixed charge coverage ratio 2.58x 2.56x 3.06x63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: 2012 2013 2014Total revenues: Seniors housing triple-net $796,093 $895,856 $1,027,866 Seniors housing operating 703,702 1,617,402 1,897,571 Medical facilities 304,337 367,054 417,432 Non-segment/corporate 912 296 677 Total revenues 1,805,044 2,880,608 3,343,546Property operating expenses: Seniors housing triple-net 1,082 1,235 732 Seniors housing operating 471,678 1,089,239 1,266,308 Medical facilities 95,229 116,339 136,318 Total property operating expenses 567,989 1,206,813 1,403,358Net operating income: Seniors housing triple-net 795,011 894,621 1,027,134 Seniors housing operating 232,024 528,163 631,263 Medical facilities 209,108 250,715 281,114 Non-segment/corporate 912 296 677 Net operating income from continuing operations $1,237,055 $1,673,795 $1,940,188Reconciling items: Interest expense (361,565) (458,360) (481,039) Gain (loss) on derivatives, net 1,825 (4,470) 1,495 Depreciation and amortization (506,220) (865,800) (844,130) General and administrative (97,341) (108,318) (142,943) Transaction costs (61,609) (133,401) (69,538) Gain (loss) on extinguishment of debt, net 775 909 (9,558) Other expenses - - (10,262) Provision for loan losses (27,008) (2,110) - Income tax benefit (expense) (7,612) (7,491) 1,267 Income (loss) from unconsolidated entities 2,482 (8,187) (27,426) Income (loss) from discontinued operations, net 114,058 51,713 7,135 Gain (loss) on real estate dispositions, net - - 147,111 Preferred dividends (69,129) (66,336) (65,408) Preferred stock redemption charge (6,242) - - Loss (income) attributable to noncontrolling interests 2,415 6,770 (147) (1,015,171) (1,595,081) (1,493,443)Net income (loss) attributable to common stockholders $221,884 $78,714 $446,74564Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31,Same Store Cash NOI Reconciliation: 2012 2013 2014Net operating income from continuing operations: Seniors housing triple-net $795,011 $894,621 $1,027,134 Seniors housing operating 232,024 528,163 631,263 Medical facilities 209,108 250,715 281,114 Total 1,236,143 1,673,499 1,939,511Adjustments: Seniors housing triple-net: Non-cash NOI on same store properties (34,176) (33,747) (53,136) NOI attributable to non same store properties (170,923) (262,639) (355,326) Subtotal (205,099) (296,386) (408,462) Seniors housing operating: NOI attributable to non same store properties (91,056) (381,539) (475,191) Subtotal (91,056) (381,539) (475,191) Medical facilities: Non-cash NOI on same store properties (5,720) (5,248) (3,290) NOI attributable to non same store properties (51,383) (91,417) (121,313) Subtotal (57,103) (96,665) (124,603) Total (353,258) (774,590) (1,008,256)Same store cash net operating income: Seniors housing triple-net 589,912 598,235 618,672 Seniors housing operating 140,968 146,624 156,072 Medical facilities 152,005 154,050 156,511 Total $882,885 $898,909 $931,255 Same Store Cash NOI Property Reconciliation: Total properties 1,260 Acquisitions (490) Developments (32) Disposals/Held-for-sale (21) Segment transitions (40) Other(1) (12) Same store properties 665 (1) Includes nine land parcels and three loans.65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 uncertainmatters or the susceptibility of such matters to change; and· the impact of the estimates and assumptions on financial condition or operating performance is material.Management has discussed the development and selection of its critical accounting policies with the Audit Committee of the Board of Directors and theAudit Committee has reviewed the disclosure presented below relating to them. Management believes the current assumptions and other considerations usedto estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, sincethese estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differsfrom the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes couldhave a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 1 to our consolidatedfinancial statements for further information on significant accounting policies that impact us. There were no material changes to these policies in 2014.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 controloperations and where no substantive participating rights or substantive kickout rights have been granted to the noncontrolling interests. In addition,we consolidate those entities deemed to be variable interest entities (VIEs)in which we are determined to be the primary beneficiary. All materialintercompany transactions and balances have been eliminated inconsolidation. 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 additionalsubordinated financial support. We make judgments with respect to ourlevel of influence or control of an entity and whether we are (or are not) theprimary beneficiary of a VIE. Consideration of various factors includes, butis not limited to, our ability to direct the activities that most significantlyimpact the entity's economic performance, our form of ownership interest,our representation on the entity's governing body, the size and seniority ofour investment, 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. 66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 ofthe above or below market component of in-place leases and the valueof in-place leases. The total amount of other intangible assets acquiredis further allocated to in-place lease values and customer relationshipvalues based on management’s evaluation of the specificcharacteristics of each tenant’s lease and the Company’s overallrelationship with that respective tenant. We make estimates as part of our allocation of the purchase price ofacquisitions to the various components of the acquisition based uponthe relative fair value of each component. The most significantcomponents of our allocations are typically the allocation of fair valueto the buildings as-if-vacant, land and in-place leases. In the case of thefair value 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 theestimated useful life of the property acquired or the remaining leaseterm. In the case of the value of in-place leases, we make our bestestimates based on our evaluation of the specific characteristics of eachtenant's lease. Factors considered include estimates of carrying costsduring hypothetical expected lease-up periods, market conditions andcosts to execute similar leases. Our assumptions affect the amount offuture revenue that we will recognize over the remaining lease term forthe acquired 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 for improvements.Amortization periods for intangibles are based on the remaining life ofthe lease. 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 collectall amounts due as scheduled according to the contractual terms of theoriginal loan agreement. Consistent with this definition, all loans onnon-accrual are deemed impaired. To the extent circumstances improveand the risk of collectability is diminished, we will return these loans tofull accrual 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. Fair valuesof our interest rate swaps are estimated by utilizing pricing models thatconsider forward yield curves, discount rates and counterparty credit risk. Suchamounts and their recognition are subject to significant estimates which maychange in the future. 67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 timingof our reported revenue could be significantly affected. Interest income onloans is recognized as earned based upon the principal amount outstandingsubject to an evaluation of collectability risk. Substantially all of ouroperating leases contain fixed and/or contingent escalating rent structures.Leases with fixed annual rental escalators are generally recognized on astraight-line basis over the initial lease period, subject to a collectabilityassessment. Rental income related to leases with contingent rentalescalators is generally recorded based on the contractual cash rentalpayments due for the period. We recognize resident fees and services, otherthan move-in fees, monthly as services are provided. Lease agreements withresidents generally have a term of one year and are cancelable by theresident with 30 days’ notice. We evaluate the collectability of our revenues and related receivables onan on-going basis. We evaluate collectability based on assumptions andother considerations including, but not limited to, the certainty ofpayment, payment history, the financial strength of the investment’sunderlying operations as measured by cash flows and payment coverages,the value of the underlying collateral and guaranties and currenteconomic conditions.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 accordancewith U.S. GAAP. An impairment charge must be recognized when thecarrying value of a long-lived asset is not recoverable. The carrying valueis not recoverable if it exceeds the sum of the undiscounted cash flowsexpected to result from the use and eventual disposition of the asset. If it isdetermined that a permanent impairment of a long-lived asset has occurred,the carrying value of the asset is reduced to its fair value and an impairmentcharge is recognized for the difference between the carrying value and thefair value. The net book value of long-lived assets is reviewed quarterly on aproperty by property basis to determine if there are indicators ofimpairment. These indicators may include anticipated operating losses atthe property level, the tenant’s inability to make rent payments, a decisionto dispose of an asset before the end of its estimated useful life andchanges in the market that may permanently reduce the value of theproperty. If indicators of impairment exist, then the undiscounted futurecash flows from the most likely use of the property are compared to thecurrent net book value. This analysis requires us to determine ifindicators of impairment exist and to estimate the most likely stream ofcash flows to be generated from the property during the period theproperty is expected to be held. 68Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 ourvariable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception ofthe future volatility of interest rates. This section is a discussion of the risks associated with potential fluctuations in interest rates and foreign currencyexchange rates. For additional information, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations —Critical Accounting Policies” and Notes 11 and 16 to our consolidated financial statements. We historically borrow on our primary unsecured credit facility to acquire, construct or make loans relating to health care and seniors housing properties.Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our primary unsecured credit facility. Weare subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing maynot be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limitthe amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of theselimitations, 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 theanalysis performed as of the dates indicated (in thousands): December 31, 2014 December 31, 2013 Principal balance Fair value change Principal balance Fair value changeSenior unsecured notes $7,817,154 $(547,358) $7,421,707 $(408,790)Secured debt 2,673,480 (93,580) 2,787,236 (102,211)Totals $10,490,634 $(640,938) $10,208,943 $(511,001) Our variable rate debt, including our unsecured line of credit arrangements, is reflected at fair value. At December 31, 2014, we had $983,783,000outstanding 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 $9,838,000. At December 31, 2013, we had $1,089,362,000 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 $10,894,000. 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, 2014, if these exchange rates were to increase or decrease by 100basis points, 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, excluding cross currency hedge activity (dollars in thousands): December 31, 2014 December 31, 2013 Carrying value Fair value change Carrying value Fair value changeForeign currency exchange contracts $54,247 $4,242 $4,066 $(2,964)Debt designated as hedges 1,851,189 13,000 1,146,596 8,002Totals $1,905,436 $17,242 $1,150,662 $5,038 69 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, 2014 and 2013, and the relatedconsolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits alsoincluded the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. These financial statements and schedules are the responsibility of theCompany’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards 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, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December31, 2014, 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. As discussed in Note 2 to the consolidated financial statements, the Company changed its method for reporting discontinued operations effective January1, 2014. 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, 2014, 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 20, 2015 expressed an unqualifiedopinion thereon. /s/ Ernst & Young LLP Toledo, OhioFebruary 20, 2015 70 December 31, December 31, 2014 2013Assets (In thousands)Real estate investments: Real property owned: Land and land improvements $2,046,541 $1,878,877 Buildings and improvements 21,799,313 20,625,515 Acquired lease intangibles 1,135,936 1,070,754 Real property held for sale, net of accumulated depreciation 323,818 18,502 Construction in progress 186,327 141,085 Gross real property owned 25,491,935 23,734,733 Less accumulated depreciation and amortization (3,020,908) (2,386,658) Net real property owned 22,471,027 21,348,075 Real estate loans receivable 380,169 332,146 Net real estate investments 22,851,196 21,680,221Other assets: Investments in unconsolidated entities 744,151 479,629 Goodwill 68,321 68,321 Deferred loan expenses 69,282 70,875 Cash and cash equivalents 473,726 158,780 Restricted cash 79,697 72,821 Receivables and other assets 727,923 553,310 Total other assets 2,163,100 1,403,736Total assets $25,014,296 $23,083,957 Liabilities and equity Liabilities: Borrowings under primary unsecured credit facility $- $130,000 Senior unsecured notes 7,766,251 7,379,308 Secured debt 2,977,713 3,058,248 Capital lease obligations 84,049 84,458 Accrued expenses and other liabilities 626,825 640,573Total liabilities 11,454,838 11,292,587 Redeemable noncontrolling interests 86,409 35,039 Equity: Preferred stock 1,006,250 1,017,361 Common stock 328,835 289,461 Capital in excess of par value 14,740,712 12,418,520 Treasury stock (35,241) (21,263) Cumulative net income 2,842,022 2,329,869 Cumulative dividends (5,635,923) (4,600,854) Accumulated other comprehensive income (loss) (77,009) (24,531) Other equity 5,507 6,020 Total Health Care REIT, Inc. stockholders’ equity 13,175,153 11,414,583 Noncontrolling interests 297,896 341,748Total equity 13,473,049 11,756,331Total liabilities and equity $25,014,296 $23,083,957 See accompanying notes 71CONSOLIDATED BALANCE SHEETSHEALTH CARE REIT, INC. AND SUBSIDIARIES Year Ended December 31, 2014 2013 2012Revenues: Rental income $1,405,767 $1,227,589 $1,063,214 Resident fees and services 1,892,237 1,616,290 697,494 Interest income 37,667 32,663 39,065 Other income 7,875 4,066 5,271 Total revenues 3,343,546 2,880,608 1,805,044Expenses: Interest expense 481,039 458,360 361,565 Property operating expenses 1,403,358 1,206,813 567,989 Depreciation and amortization 844,130 865,800 506,220 General and administrative 142,943 108,318 97,341 Transaction costs 69,538 133,401 61,609 Loss (gain) on derivatives, net (1,495) 4,470 (1,825) Loss (gain) on extinguishment of debt, net 9,558 (909) (775) Provision for loan losses - 2,110 27,008 Other expenses 10,262 - - Total expenses 2,959,333 2,778,363 1,619,132Income from continuing operations before income taxes and income from unconsolidated entities 384,213 102,245 185,912Income tax (expense) benefit 1,267 (7,491) (7,612)Income (loss) from unconsolidated entities (27,426) (8,187) 2,482Income from continuing operations 358,054 86,567 180,782Discontinued operations: Gain (loss) on sales of properties, net 6,411 49,138 100,549 Impairment of assets - - (29,287) Income (loss) from discontinued operations, net 724 2,575 42,796 Discontinued operations, net 7,135 51,713 114,058Gain (loss) on real estate dispositions, net 147,111 - -Net income 512,300 138,280 294,840Less: Preferred stock dividends 65,408 66,336 69,129Less: Preferred stock redemption charge - - 6,242Less: Net income (loss) attributable to noncontrolling interests(1) 147 (6,770) (2,415) Net income attributable to common stockholders $446,745 $78,714 $221,884 Average number of common shares outstanding: Basic 306,272 276,929 224,343 Diluted 307,747 278,761 225,953 Earnings per share: Basic: Income from continuing operations attributable to common stockholders $1.44 $0.10 $0.48 Discontinued operations, net 0.02 0.19 0.51 Net income attributable to common stockholders* $1.46 $0.28 $0.99 Diluted: Income from continuing operations attributable to common stockholders $1.43 $0.10 $0.48 Discontinued operations, net 0.02 0.19 0.50 Net income attributable to common stockholders* $1.45 $0.28 $0.98 * Amounts may not sum due to rounding(1) Includes amounts attributable to redeemable noncontrolling interestsSee accompanying notes 72CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEHEALTH CARE REIT, INC. AND SUBSIDIARIES(In thousands, except per share data) Year Ended December 31, 2014 2013 2012 Net income $512,300 $138,280 $294,840 Other comprehensive income (loss): Unrecognized gain/(loss) on equity investments 389 (173) 403 Unrecognized gain/(loss) on cash flow hedges 4,409 1,898 1,604 Unrecognized actuarial gain/(loss) (137) 1,522 (226) Foreign currency translation gain/(loss) (71,964) (23,247) (881)Total other comprehensive income (loss) (67,303) (20,000) 900 Total comprehensive income 444,997 118,280 295,740Total comprehensive income attributable to noncontrolling interests(1) (14,678) (13,267) (2,415)Total comprehensive income attributable to stockholders $430,319 $105,013 $293,325 (1) Includes amounts attributable to redeemable noncontrolling interests. See accompanying notes 73CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)HEALTH CARE REIT, INC. AND SUBSIDIARIES(In thousands)(in thousands) Accumulated Capital in Other PreferredCommonExcess ofTreasuryCumulativeCumulativeComprehensiveOtherNoncontrolling StockStockPar ValueStockNet IncomeDividendsIncomeEquityInterestsTotalBalances 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$7,278,647Comprehensive income: Net income 297,255 (1,480) 295,775 Other comprehensive income: 900 900Total comprehensive income 296,675Net change in noncontrolling interests (7,136) 73,315 66,179Distributions to noncontrolling interests 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) 145,739Net proceeds from sale of common stock 64,400 3,382,532 3,446,932Equity component of convertible debt 1,039 2,236 3,275Proceeds from issuance of preferred shares 287,500 (9,813) 277,687Redemption of preferred stock (275,000) 6,202 (6,242) (275,040)Option compensation expense 2,875 2,875Cash 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 10,520,519Comprehensive income: Net income 145,050 (5,487) 139,563 Other comprehensive income: (13,503) (6,497) (20,000)Total comprehensive income 119,563Net change in noncontrolling interests 1,109 23,815 128,014 152,938Distributions to noncontrolling interests 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) 238,746Net proceeds from sale of common stock 23,000 1,607,281 1,630,281Equity component of convertible debt 988 (1,543) (555)Conversion of preferred stock (5,556) 116 5,440 -Option compensation expense 1,114 1,114Cash 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 11,756,331Comprehensive income: Net income 512,153 (342) 511,811 Other comprehensive income: (52,478) (14,825) (67,303)Total comprehensive income 444,508Net change in noncontrolling interests (17,653) (28,685) (46,338)Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 4,958 297,975 (13,978) (1,425) 287,530Net proceeds from sale of common stock 33,925 2,030,057 2,063,982Equity component of convertible debt 258 935 1,193Conversion of preferred stock (11,111) 233 10,878 -Option compensation expense 912 912Cash dividends paid: Common stock cash dividends (969,661) (969,661) Preferred stock cash dividends (65,408) (65,408)Balances at December 31, 2014$1,006,250$328,835$14,740,712$(35,241)$2,842,022$(5,635,923)$(77,009)$5,507$297,896$13,473,049 See accompanying notes 74CONSOLIDATED STATEMENTS OF EQUITYHEALTH CARE REIT, INC. AND SUBSIDIARIES Year Ended December 31,(In thousands) 2014 2013 2012Operating activities Net income $512,300 $138,280 $294,840Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 844,130 873,960 533,585 Other amortization expenses 6,971 8,097 15,185 Provision for loan losses - 2,110 27,008 Impairment of assets - - 29,287 Stock-based compensation expense 32,075 20,177 18,521 Loss (gain) on derivatives, net (1,495) 4,470 (1,825) Loss (gain) on extinguishment of debt, net 9,558 (909) (775) Loss (income) from unconsolidated entities 27,426 8,187 (2,482) Rental income in excess of cash received (74,552) (46,068) (32,362) Amortization related to above (below) market leases, net 739 460 165 Loss (gain) on sales of properties, net (153,522) (49,138) (100,549) Distributions by unconsolidated entities 9,060 8,885 17,607 Increase (decrease) in accrued expenses and other liabilities (48,381) 67,557 38,213 Decrease (increase) in receivables and other assets (25,639) (47,571) (18,285)Net cash provided from (used in) operating activities 1,138,670 988,497 818,133 Investing activities Cash disbursed for acquisitions (2,210,600) (3,597,955) (2,923,251) Cash disbursed for capital improvements to existing properties (132,780) (135,832) (135,450) Cash disbursed for construction in progress (197,881) (247,560) (286,410) Capitalized interest (7,150) (6,700) (9,777) Investment in real estate loans receivable (202,207) (117,059) (665,094) Other investments, net of payments (100,033) (15,634) 25,425 Principal collected on real estate loans receivable 105,496 102,886 35,020 Contributions to unconsolidated entities (353,496) (99,769) (227,735) Distributions by unconsolidated entities 57,183 30,853 13,136 Proceeds from (payments on) derivatives 10,269 (6,803) 6,652 Decrease (increase) in restricted cash (6,072) 79,957 (35,766) Proceeds from sales of real property 911,065 482,023 610,271Net cash provided from (used in) investing activities (2,126,206) (3,531,593) (3,592,979) Financing activities Net increase (decrease) under unsecured lines of credit arrangements (130,000) 130,000 (610,000) Proceeds from issuance of senior unsecured notes 773,992 1,756,192 2,025,708 Payments to extinguish senior unsecured notes (365,188) (517,625) (370,524) Net proceeds from the issuance of secured debt 109,503 89,208 157,418 Payments on secured debt (341,839) (674,103) (406,210) Net proceeds from the issuance of common stock 2,343,868 1,854,637 3,581,292 Net proceeds from the issuance of preferred stock - - 277,687 Redemption of preferred stock - - (275,000) Decrease (increase) in deferred loan expenses (16,782) (13,503) (7,152) Contributions by noncontrolling interests(1) 9,962 5,072 24,115 Distributions to noncontrolling interests(1) (43,691) (35,592) (29,353) Acquisitions of non-controlling interests (1,175) (23,247) - Cash distributions to stockholders (1,035,069) (906,275) (722,450) Other financing activities (409) 2,906 (403)Net cash provided from (used in) financing activities 1,303,172 1,667,670 3,645,128 Effect of foreign currency translation on cash and cash equivalents (690) 442 - Increase (decrease) in cash and cash equivalents 314,946 (874,984) 870,282Cash and cash equivalents at beginning of period 158,780 1,033,764 163,482Cash and cash equivalents at end of period $473,726 $158,780 $1,033,764 Supplemental cash flow information: Interest paid $504,165 $447,108 $369,511 Income taxes paid 18,548 12,110 3,071 (1) Includes amounts attributable to redeemable noncontrolling interests.See accompanying notes.75CONSOLIDATED STATEMENTS OF CASH FLOWSHEALTH CARE REIT, INC. AND SUBSIDIARIES1. 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 31,2014, our diversified portfolio consisted of 1,328 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 shouldbe 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 decreasesits ownership in the limited partnership, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. We similarlyevaluate the rights of managing members of limited liability companies.Use of Estimates The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make 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 onloans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risk. Substantially all of our operatingleases contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial leaseperiod, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractualcash rental payments due for the period. Leases in our medical office building portfolio typically include some form of operating expense reimbursement bythe tenant. Certain payments made to operators are treated as lease incentives and amortized as a reduction of revenue over the lease term. We recognizeresident fees and services, other than move-in fees, monthly as services are provided. Lease agreements with residents generally have a term of one year andare cancelable by the resident with 30 days’ notice.Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.Restricted Cash Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital 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 Expenses76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 orlosses is included in our consolidated results of operations. To the extent that our cost basis is different from the basis reflected at the entity level, the basisdifference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of theentity. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fairvalue of the assets prior to the sale of interests in the entity. 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 investmentbelow its 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 comprehensiveincome or loss and dividends or (ii) the redemption value. In accordance with ASC 810, the redeemable noncontrolling interests were classified outside ofpermanent equity, as a mezzanine item, in the balance sheet. During 2014, we entered into a DownREIT partnership which gives a real estate seller the ability to exchange its property on a tax deferred basis for equitymembership interests (“OP units”). The OP units may be redeemed any time following the first anniversary of the date of issuance at the election of theholders for one share of our common stock per unit or, at our option, cash.Real Property Owned Real property developed by us is recorded at cost, including the capitalization of construction period interest. Expenditures for repairs and maintenanceare expensed as incurred. Property acquisitions are accounted for as business combinations where we measure the assets acquired, liabilities (includingassumed debt and contingencies) and any noncontrolling interests at their fair values on the acquisition date. The cost of real property acquired, whichrepresents substantially all of the purchase price, is allocated to net tangible and identifiable intangible assets based on their respective fair values. Theseproperties are depreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years forimprovements. Tangible assets primarily consist of land, buildings and improvements, including those related to capital leases. We consider costs incurred inconjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and,accordingly, such costs are reflected as investment activities in our statement of cash flows. The remaining purchase price is allocated among identifiable intangible assets primarily consisting of the above or below market component of in-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 theacquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of thedifference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts thatwould be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired leaseintangibles and below market leases are included in other liabilities in the balance sheet and are amortized to rental income over the remaining terms of therespective leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenantsbased on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant.Characteristics considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant,growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The totalamount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associatedwith lost revenue related to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period, and (ii) value associated with lostrental revenue from existing leases during an assumed re-leasing period. This intangible asset will be amortized over the remaining life of the lease. 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 77HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS factors relating to each asset and the existence of a master lease which may link the cash flows of an individual asset to a larger portfolio of assets leased tothe same tenant. If these factors and the projected undiscounted cash flows of the asset over the remaining depreciation period indicate that the asset will notbe recoverable, the carrying value is reduced to the estimated fair market value. In addition, we are exposed to the risks inherent in concentratinginvestments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect thevalue 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 recordedas deposits and classified as other assets on our consolidated balance sheets. Gains on assets sold are recognized using the full accrual method upon closingwhen (i) the collectability of the sales price is reasonably assured, (ii) we are not obligated to perform significant activities after the sale to earn the profit, (iii)we have received adequate initial investment from the purchaser and (iv) other profit recognition criteria have been satisfied. Gains may be deferred in wholeor in part until the sales satisfy the requirements of gain recognition on sales of real estate.Real Estate Loans Receivable Real estate loans receivable consist of mortgage loans and other real estate loans. Interest income on loans is recognized as earned based upon theprincipal amount outstanding subject to an evaluation of collectability risks. The loans are primarily collateralized by a first, second or third mortgage lien, aleasehold mortgage on, or an assignment of the partnership interest in, the related properties, corporate guaranties and/or personal guaranties.Allowance for Losses on Loans Receivable The allowance for losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. Thedetermination of the allowance is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loanpayments. We evaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, delinquency status,historical loan charge-offs, financial strength of the borrower and guarantors and value of the underlying collateral. If such factors indicate that there isgreater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on currentinformation and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the original loanagreement. Consistent with this definition, all loans on non-accrual are deemed impaired. To the extent circumstances improve and the risk of collectabilityis diminished, we will return these loans to full accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstandingprincipal 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 anygoodwill impairments. 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”), commencingwith our first taxable year, and made no provision for federal income tax purposes prior to our acquisition of our “taxable REIT subsidiaries.” As a result ofthese as well as subsequent acquisitions, we now record income tax expense or benefit 78HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS with respect to certain of our entities that are taxed as taxable REIT subsidiaries under provisions similar to those applicable to regular corporations and notunder the REIT provisions. 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 alsoreflect the 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 someportion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and thatcauses a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. SeeNote 18 for additional 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 ineffect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component ofstockholders’ 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 April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08, “Presentation of FinancialStatements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components ofan Entity” (“ASU 2014-08”), which amends U.S. GAAP to require reporting of discontinued operations only if the disposal represents a strategic shift that has(or will have) a major effect on an entity’s operations and financial results. This pronouncement will be effective for the first annual reporting periodbeginning after December 15, 2014 with early adoption permitted. We adopted ASU 2014-08 on January 1, 2014 on a prospective basis. The adoption ofthis guidance did not have a material impact on our consolidated financial position or results of operations. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is acomprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer atan amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, andinterim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us onJanuary 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined themethod by which we will adopt the standard.Reclassifications Certain amounts in prior years have been reclassified to conform to current year presentation.79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 noncontrollinginterests based upon their respective fair values in accordance with our accounting policies. The results of operations for these acquisitions have beenincluded in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarilyrepresent costs incurred with property acquisitions, including due diligence costs, fees for legal and valuation services and termination of pre-existingrelationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. During the year endedDecember 31, 2014, we finalized our purchase price allocation of certain previously reported acquisitions and there were no material changes from thosepreviously 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, 2014(1) 2013 2012Land and land improvements $ 141,387 $54,596 $87,372Buildings and improvements 1,365,638 360,594 1,000,278Acquired lease intangibles 19,196 - -Restricted cash - 189 -Receivables and other assets 4,895 1,020 119 Total assets acquired(2) 1,531,116 416,399 1,087,769Secured debt (130,638) (9,810) (89,881)Senior unsecured notes (48,567) - -Accrued expenses and other liabilities (9,067) (540) (3,542) Total liabilities assumed (188,272) (10,350) (93,423)Capital in excess of par - - 921Noncontrolling interests - - (17,215)Non-cash acquisition related activity(3) (3,453) (12,207) (616) Cash disbursed for acquisitions 1,339,391 393,842 977,436Construction in progress additions 135,349 145,624 180,009Less: Capitalized interest (4,582) (4,828) (6,042) Accruals Foreign currency translation 421 - - Non-cash related activity (14,459) - -Cash disbursed for construction in progress 116,729 140,796 173,967Capital improvements to existing properties 18,901 35,912 67,026 Total cash invested in real property, net of cash acquired $ 1,475,021 $570,550 $1,218,429 (1) Includes acquisitions with an aggregate purchase price of $1,081,607,000 for which the allocation of the purchase price consideration is preliminary and subject tochange. (2) Excludes $1,382,000, $0, and $2,031,000 of cash acquired during the year ended December 31, 2014, 2013 and 2012, respectively. (3) For the year ended December 31, 2013, relates to an asset swap transaction. Please refer to Note 5 for additional information. 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):80HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014(1) 2013 2012Land and land improvements $ 57,534 $445,152 $146,332Buildings and improvements 297,314 4,275,046 1,341,560Acquired lease intangibles 12,983 396,444 118,077Construction in progress 27,957 - -Restricted cash 804 44,427 1,296Receivables and other assets 9,327 79,564 10,125 Total assets acquired(2) 405,919 5,240,633 1,617,390Secured debt (19,834) (1,275,245) (124,190)Accrued expenses and other liabilities (17,802) (96,709) (17,347) Total liabilities assumed (37,636) (1,371,954) (141,537)Noncontrolling interests (482) (232,575) (56,884)Non-cash acquisition related activity(3) - (555,563) - Cash disbursed for acquisitions 367,801 3,080,541 1,418,969Construction in progress additions 12,291 3,894 -Less: Capitalized interest (714) (57) -Less: Foreign currency translation (2,012) - -Cash disbursed for construction in progress 9,565 3,837 -Capital improvements to existing properties 86,803 72,258 21,751 Total cash invested in real property, net of cash acquired $ 464,169 $3,156,636 $1,440,720 (1) Includes an aggregate purchase price of $368,313,000 relating to acquisitions for which the allocation of the purchase price consideration is preliminary and subject tochange. (2) Excludes $9,060,000, $92,148,000 and $20,691,000 of cash acquired during the years ended December 31, 2014, 2013 and 2012, respectively. (3) Represents Sunrise loan and noncontrolling interest acquisitions during the first quarter of 2013. Medical Facilities Activity Accrued contingent consideration related to certain medical facility acquisitions was $27,374,000, $26,187,000 and $34,692,000 as of December 31,2014, 2013 and 2012, respectively. Of the amount recognized, $12,500,000 is required to be settled in the Company’s common stock upon the achievementof certain performance thresholds. The following is a summary of our medical facilities real property investment activity for the periods presented (inthousands):81HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014(1) 2013 2012Land and land improvements $ 63,129 $14,515 $68,489Buildings and improvements 567,847 156,087 632,208Acquired lease intangibles 46,661 9,432 115,233Restricted cash - 505 975Receivables and other assets - 344 4,469 Total assets acquired 677,637 180,883 821,374Secured debt (66,113) (55,884) (267,527)Accrued expenses and other liabilities (22,293) (1,041) (25,928) Total liabilities assumed (88,406) (56,925) (293,455)Noncontrolling interests (39,987) (386) (193)Non-cash acquisition related activity(2) (45,836) - (880) Cash disbursed for acquisitions 503,408 123,572 526,846Construction in progress additions 99,878 123,494 134,505Less: Capitalized interest (1,854) (1,815) (3,735) Accruals(3) (26,437) (18,752) (18,327)Cash disbursed for construction in progress 71,587 102,927 112,443Capital improvements to existing properties 27,076 27,662 46,673 Total cash invested in real property, net of cash acquired $ 602,071 $254,161 $685,962 (1) Includes acquisitions with an aggregate purchase price of $489,042,000 for which the allocation of the purchase price consideration is preliminary and subject to change. (2) For the year ended December 31, 2014, relates to an acquisition of assets previously financed as real estate loans. Please refer to Note 6 for additional information. (3) Represents non-cash consideration accruals for amounts to be paid in future periods relating to properties that converted in the periods noted above. Construction Activity The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented: Year Ended December 31, 2014 December 31, 2013 December 31, 2012 Development projects: Seniors housing triple-net $71,569 $133,181 $146,913 Medical facilities 127,290 127,363 189,135 Total development projects 198,859 260,544 336,048 Expansion projects 24,804 26,395 4,983Total construction in progress conversions $223,663 $286,939 $341,031 At December 31, 2014, 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): 2015 $1,283,4842016 1,259,1682017 1,250,6832018 1,243,4522019 1,209,371Thereafter 9,576,144Totals $15,822,302 82HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2014 December 31, 2013Assets: In place lease intangibles $988,290 $937,357 Above market tenant leases 65,684 55,939 Below market ground leases 62,426 59,165 Lease commissions 19,536 18,293 Gross historical cost 1,135,936 1,070,754 Accumulated amortization (776,501) (571,008) Net book value $359,435 $499,746 Weighted-average amortization period in years 17.7 16.7 Liabilities: Below market tenant leases $91,168 $76,381 Above market ground leases 7,859 9,490 Gross historical cost 99,027 85,871 Accumulated amortization (40,891) (34,434) Net book value $58,136 $51,437 Weighted-average amortization period in years 14.4 14.3 The following is a summary of real estate intangible amortization for the periods presented (in thousands): Year Ended December 31, 2014 2013 2012Rental income related to above/below market tenant leases, net $509 $748 $1,120Property operating expenses related to above/below market ground leases, net (1,248) (1,208) (1,285)Depreciation and amortization related to in place lease intangibles and leasecommissions (214,966) (246,938) (103,044) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities2015 $58,224 $3,2782016 56,656 9,5132017 54,241 10,7952018 53,715 7,7582019 23,038 6,474Thereafter 113,561 20,318Totals $359,435 $58,136 5. Dispositions, Assets Held for Sale and Discontinued OperationsWe periodically sell properties for various reasons, including favorable market conditions or the exercise of tenant purchase options. Impairment of assetsas reflected in our consolidated statements of comprehensive income relate to properties designated as held for sale and represent the charges necessary toadjust the carrying values to estimated fair values less costs to sell based on current sales price expectations. The following is a summary of our real propertydisposition activity for the periods presented (in thousands):83HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014 December 31, 2013 December 31, 2012Real property dispositions: Seniors housing triple-net $747,720 $189,572 $372,378 Medical facilities 45,695 259,367 149,344 Total dispositions 793,415 448,939 521,722Gain (loss) on sales of real property, net 153,522 49,138 100,549Seller financing on sales of real property - (3,850) (12,000)Non-cash disposition activity (35,872) (12,204) -Proceeds from real property sales $911,065 $482,023 $610,271 Discontinued Operations As discussed in Note 2, we adopted ASU 2014-08 effective January 1, 2014. During the year-ended December 31, 2014, we sold seniors housing triple-netproperties previously held for sale with a balance of $18,502,000 for a gain of $6,411,000. We have reclassified the income and expenses attributable to allproperties sold prior to or held for sale at January 1, 2014 to discontinued operations. The following illustrates the reclassification impact as reported in ourConsolidated Statements of Comprehensive Income as a result of classifying these properties as discontinued operations for the periods presented (inthousands): Year Ended December 31, 2014 2013 2012Revenues: Rental income $881 $18,377 $96,378Expenses: Interest expense 157 4,246 21,735 Property operating expenses - 3,396 4,482 Provision for depreciation - 8,160 27,365Income (loss) from discontinued operations, net $724 $2,575 $42,796 Dispositions and Assets Held for Sale Pursuant to our adoption of ASU 2014-08, operating results attributable to properties sold subsequent to or classified as held for sale after January 1, 2014and which do not meet the definition of discontinued operations are no longer reclassified on our Consolidated Statements of Comprehensive Income. Thefollowing represents the activity related to these properties for the periods presented (in thousands): Year Ended December 31, 2014 2013 2012 Revenues: Rental income $90,541 $108,133 $104,478 Expenses: Interest expense 20,339 22,119 23,298 Property operating expenses 1,755 3,024 2,716 Provision for depreciation 26,715 32,128 31,238 Total expenses 48,809 57,271 57,252 Income (loss) from real estate dispositions, net $41,732 $50,862 $47,226 84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, 2014 2013Mortgage loans $188,651 $146,987Other real estate loans 191,518 185,159Totals $380,169 $332,146 The following is a summary of our real estate loan activity for the periods presented (in thousands): Year Ended December 31, 2014 December 31, 2013 December 31, 2012 Seniors Seniors Seniors Seniors HousingMedical HousingMedical Housing HousingMedical Triple-netFacilitiesTotals Triple-netFacilitiesTotals Triple-net Operating(2)FacilitiesTotalsAdvances on real estateloans receivable: Investments in newloans $61,730$60,902$122,632 $41,180$4,095$45,275 $2,220$580,834$38,336$621,390 Draws on existing loans 59,420 20,155 79,575 71,315 4,319 75,634 43,645 - 59 43,704 Sub-total 121,150 81,057 202,207 112,495 8,414 120,909 45,865 580,834 38,395 665,094 Less: Seller financingon property sales - - - (3,850) - (3,850) - - - - Net cash advances onreal estate loans 121,150 81,057 202,207 108,645 8,414 117,059 45,865 580,834 38,395 665,094Receipts on real estateloans receivable: Loan payoffs 71,004 48,258 119,262 69,596 - 69,596 12,555 - - 12,555 Principal payments onloans 31,998 72 32,070 33,216 74 33,290 22,395 - 70 22,465 Sub-total 103,002 48,330 151,332 102,812 74 102,886 34,950 - 70 35,020 Less: Non-cashactivity(1) - (45,836) (45,836) - - - - - - - Net cash receipts onreal estate loans 103,002 2,494 105,496 102,812 74 102,886 34,950 - 70 35,020Net cash advances(receipts) on real estateloans 18,148 78,563 96,711 5,833 8,340 14,173 10,915 580,834 38,325 630,074Change in balance due toforeign currency translation (2,852) - (2,852) 1,402 - 1,402 - - - -Net change in real estateloans receivable $15,296$32,727$48,023 $7,235$8,340$15,575 $10,915$580,834$38,325$630,074 (1) Represents loan to Sunrise Senior Living, Inc. that was acquired upon merger consummation on January 9, 2013. (2) Represents an acquisition of assets previously financed as a real estate loan. The following is a summary of the allowance for losses on loans receivable for the periods presented (in thousands): Year Ended December 31, 2014 2013 2012Balance at beginning of year $- $- $-Provision for loan losses - 2,110 27,008Charge-offs - (2,110) (27,008)Balance at end of year $- $- $- The following is a summary of our loan impairments (in thousands):85HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014 2013 2012Balance of impaired loans at end of year $21,000 $500 $4,230Allowance for loan losses - - -Balance of impaired loans not reserved $21,000 $500 $4,230Average impaired loans for the year $10,750 $2,365 $5,237Interest recognized on impaired loans(1) 757 206 44 (1) Represents interest recognized prior to placement on non-accrual status. 7. Investments in Unconsolidated Entities We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for theseproperties have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our statementsof comprehensive income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollarsin thousands): Percentage Ownership December 31, 2014 December 31, 2013 Seniors housing triple-net(1)10% to 49% $31,511 $27,513 Seniors housing operating10% to 50% 539,147 263,838 Medical facilities36% to 49% 173,493 188,278 Total $744,151 $479,629 (1) As of December 31, 2013, asset amounts include an available-for-sale equity investment. See Note 16 for additional information. At December 31, 2014, the aggregate unamortized basis difference of our joint venture investments of $175,369,000 is primarily attributable toappreciation of the underlying properties and transaction costs. This difference will be amortized over the remaining useful life of the related properties andincluded in the reported amount of income from unconsolidated entities. Summarized combined financial information for our investments in unconsolidated entities held as of December 31, 2014 is as follows (dollars inthousands): Year Ended December 31, 2014 2013Net real estate investments$2,470,623 $1,589,590Other assets 998,648 564,109Total assets 3,469,271 2,153,699Total liabilities 1,778,540 1,227,053Redeemable noncontrolling interests 40,525 29,482Total equity$1,650,206 $897,164 Year Ended December 31, 2014(1) 2013(2) 2012Total revenues $1,875,744 $1,678,485 $324,941Net income (loss) 316,139 (17,064) 10,702 (1) Beginning February 28, 2014, includes the financial information for the Senior Resource Group unconsolidated entities.(2) Beginning January 9, 2013, includes the financial information for the Sunrise management company and the unconsolidated Sunrise Senior Living properties. 86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, 2014, 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(3) 136 $4,130,125 18% Genesis Healthcare 181 2,657,907 12% Brookdale 146 1,401,834 6% Revera 48 1,038,099 5% Benchmark 39 917,995 4% Remaining portfolio 710 12,705,236 55% Totals 1,260 $22,851,196 100% _____________________(1) Genesis is in our seniors housing triple-net segment. Sunrise Senior Living and Revera are in our seniors housing operating segment. Brookdale and Benchmark are in both ourseniors housing triple-net and seniors housing operating segments.(2) Investments with our top five relationships comprised 44% of total investments at December 31, 2013.(3) For the year ended December 31, 2014, we recognized $895,897,000 of revenue from Sunrise Senior Living. 9. Borrowings Under Credit Facilities and Related Items On July 25, 2014, we closed on a new primary unsecured credit facility with a consortium of 28 banks that includes a $2,500,000,000 unsecured revolvingcredit facility, a $500,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. We have an optionto upsize the unsecured revolving credit facility and the $500,000,000 unsecured term credit facility by up to an additional $1,000,000,000 and the$250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000 through an accordion feature. The primaryunsecured credit facility also allows us to borrow up to $500,000,000 in alternative currencies (none outstanding at December 31, 2014). Borrowings underthe unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate (1.22% at December 31, 2014). Theapplicable margin is based on certain of our debt ratings and was 1.150% at December 31, 2014. In addition, we pay a facility fee quarterly to each bankbased on the bank’s respective commitment amount. The facility fee depends on certain of our debt ratings and was 0.200% at December 31, 2014. Theprimary unsecured credit facility provides us with additional borrowing capacity and extends the agreement to October 31, 2018. It can be extended for anadditional year at our option. The following information relates to aggregate borrowings under our primary unsecured credit facility for the periods presented (dollars in thousands): Year Ended December 31, 2014 2013 2012Balance outstanding at year end(1) $- $130,000 $-Maximum amount outstanding at any month end $637,000 $1,019,050 $897,000Average amount outstanding (total of daily principal balances divided by days in period) $207,452 $488,842 $191,378Weighted-average interest rate (actual interest expense divided by average borrowings outstanding) 1.50% 1.45% 1.80% (1) As of December 31, 2014, letters of credit in the aggregate amount of $71,276,000 have been issued which reduce the available borrowing capacity on the primary unsecuredcredit facility. 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 ouroption, at any time in whole or from time to time in part, at 87HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS a redemption price equal to the sum of (1) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interestthereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptionsand repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. AtDecember 31, 2014, the annual principal payments due on these debt obligations were as follows (in thousands): Senior Secured Unsecured Notes(1,2) Debt (1,3) Totals2015 $- $399,813 $399,8132016 700,000 412,248 1,112,2482017 450,000 358,023 808,0232018 450,000 436,884 886,8842019(4,5) 1,315,499 370,072 1,685,571Thereafter(6,7) 4,901,655 964,725 5,866,380Totals $7,817,154 $2,941,765 $10,758,919 (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 1.32% to 6.5%. (3) Annual interest rates range from 1.0% to 7.98%. Carrying value of the properties securing the debt totaled $5,424,956,000 at December 31, 2014.(4) On July 25, 2014, we refinanced the funding on a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $215,498,664 based on the Canadian/U.S.Dollar exchange rate on December 31, 2014). The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at theCanadian Dealer Offered Rate plus 115 basis points (2.4% at December 31, 2014).(5) On July 25, 2014, we refinanced the funding on a $500,000,000 unsecured term credit facility. The loan matures on October 31, 2018 (with an option to extend for oneadditional year at our discretion) and bears interest at LIBOR plus 115 basis points (1.32% at December 31, 2014).(6) On November 20, 2013, we completed funding on £550,000,000 (approximately $853,790,000 based on the Sterling/U.S. Dollar exchange rate on December 31, 2014) of 4.8%senior unsecured notes due 2028.(7) On November 25, 2014, we completed funding on £500,000,000 (approximately $781,900,000 based on the Sterling/U.S. Dollar exchange rate on December 31, 2014) of 4.5%senior unsecured notes due 2034. The following is a summary of our senior unsecured note principal activity during the periods presented (dollars in thousands): Year Ended December 31, 2014 December 31, 2013 December 31, 2012 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest Rate Beginning balance $ 7,421,707 4.395% $ 5,894,403 4.675% $ 4,464,927 5.133%Debt issued 838,804 4.572% 2,036,930 3.824% 1,800,000 3.691%Debt extinguished (298,567) 5.855% (300,000) 6.000% (76,853) 8.000%Debt redeemed (59,143) 3.000% (219,295) 3.000% (293,671) 4.750%Foreign currency (85,647) 4.222% 9,669 3.993% - 0.000%Ending balance $ 7,817,154 4.385% $ 7,421,707 4.395% $ 5,894,403 4.675% During the twelve months ended December 31, 2010, we issued $494,403,000 of 3.00% senior unsecured convertible notes due December 2029. The notesare convertible, in certain circumstances, into cash and, if applicable, shares of common stock at an initial conversion rate of 19.5064 shares per $1,000principal amount of notes, which represents an initial conversion price of $51.27 per share. In general, upon conversion, the holder of each note wouldreceive, in respect of the conversion value of such note, cash up to the principal amount of such note and common stock for the note’s conversion value inexcess of such principal amount. In addition, on each of December 1, 2019 and December 1, 2024, holders may require us to purchase all or a portion of theirnotes at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest. The notes arebifurcated into a debt component and an equity component since they may be settled in cash upon conversion. The value of the debt component is basedupon the estimated fair value of a similar debt instrument without the conversion feature at the time of issuance. The difference between the contractualprincipal on the debt and the value allocated to the debt of $29,925,000 was recorded as an equity component and represents the conversion feature of theinstrument. The excess of the contractual principal amount of the debt over its estimated fair value is amortized to interest expense using the effective interestmethod over the period used to estimate the fair value. During the year ended December 31, 2014, we received notice of conversion from holders of$59,143,000 of the senior 88HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS unsecured convertible notes. These notes were converted into 258,542 shares of common stock and we recognized a loss on extinguishment of $974,000,which is reflected on the consolidated statement of comprehensive income. Subsequent to December 31, 2014, we received notices of conversion fromholders of $142,238,000 of the senior unsecured convertible notes which are expected to settle by March 31, 2015. The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Year Ended December 31, 2014 December 31, 2013 December 31, 2012 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $3,010,711 5.095% $2,311,586 5.140% $2,108,384 5.285%Debt issued 109,503 3.374% 89,208 4.982% 157,418 4.212%Debt assumed 204,949 4.750% 1,290,858 4.159% 444,744 5.681%Debt extinguished (279,559) 4.824% (614,375) 3.730% (360,403) 4.672%Principal payments (62,280) 4.930% (56,205) 5.248% (38,744) 5.456%Foreign currency (41,559) 3.811% (10,361) 4.013% 187 5.637%Ending balance $2,941,765 4.940% $3,010,711 5.095% $2,311,586 5.140% 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 31,2014, 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 and Foreign Currency Forward 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 componentof other comprehensive income (“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness arerecognized in earnings. Approximately $1,137,000 of gains, which are included in accumulated other comprehensive income (“AOCI”), are expected to bereclassified into 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. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): 89HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2014 December 31, 2013Derivatives designated as net investment hedges: Denominated in Canadian Dollars$900,000$600,000Denominated in Pounds Sterling£350,000£350,000 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars$250,000$250,000Denominated in Pounds Sterling£1,050,000£550,000 Derivatives designated as cash flow hedges Denominated in U.S. Dollars$57,000$57,000Denominated in Canadian Dollars$58,000$-Denominated in Pounds Sterling£40,000£- Derivative instruments not designated: Denominated in Canadian Dollars$12,000$- The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (inthousands): Year Ended Location December 31, 2014 December 31, 2013 December 31, 2012Gain (loss) on interest rate swap recognized in OCI (effectiveportion) OCI $(15) $(16) $3,200 Gain (loss) on interest rate swaps reclassified from AOCIinto income (effective portion) Interest expense (1,799) (1,914) (1,596) Gain (loss) on forward exchange contracts recognized inincome Gain (loss) onderivatives, net 1,495 (4,470) 1,921 Gain (loss) on interest rate swaps recognized in income Gain (loss) onderivatives, net - - (96) Gain on release of cumulative translation adjustment relatedto net investment hedge of an equity investment Income (loss) fromunconsolidated entities 528 - - Gain (loss) on forward exchange contracts and term loansdesignated as net investment hedge recognized in OCI OCI 103,140 (28,244) (5,134) 12. Commitments and Contingencies At December 31, 2014, we had eight outstanding letter of credit obligations totaling $82,456,000 and expiring between 2015 and 2018. At December 31,2014, we had outstanding construction in process of $186,327,000 for leased properties and were committed to providing additional funds of approximately$227,618,000 to complete construction. At December 31, 2014, we had contingent purchase obligations totaling $80,874,000. These contingent purchaseobligations relate to unfunded capital improvement obligations and contingent obligations on acquisitions. Rents due from the tenant are increased to reflectthe additional investment in the property. At December 31, 2014, we had an unfunded commitment of $360,000,000 related to a secured bridge facility withone of our operators for which we are receiving a commitment fee.90HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2014, we had operating lease obligations of$916,404,000 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, 2014, aggregate future minimum rentals tobe received under these noncancelable subleases totaled $27,190,000. At December 31, 2014, future minimum lease payments due under operating and capital leases are as follows (in thousands): Operating Leases Capital Leases(1)2015 $15,078 $13,1572016 15,158 4,7322017 15,212 4,7322018 15,249 4,6792019 15,208 4,333Thereafter 840,499 80,093Totals $916,404 $111,726 (1) Amounts above represent principal and interest obligations under capital lease arrangements. Related assets with a gross value of $185,250,000 and accumulated depreciation of$17,953,000 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, 2014 December 31, 2013Preferred Stock, $1.00 par value: Authorized shares 50,000,000 50,000,000 Issued shares 25,875,000 26,108,236 Outstanding shares 25,875,000 26,108,236 Common Stock, $1.00 par value: Authorized shares 700,000,000 400,000,000 Issued shares 329,487,615 290,024,789 Outstanding shares 328,790,066 289,563,651 Preferred Stock. The following is a summary of our preferred stock activity during the periods presented (dollars in thousands, except per share amounts): Year Ended December 31, 2014 December 31, 2013 December 31, 2012 Weighted Avg. Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Shares Dividend Rate Beginning balance 26,108,236 6.496% 26,224,854 6.493% 25,724,854 7.013%Shares issued - 0.000% - 0.000% 11,500,000 6.500%Shares redeemed - 0.000% - 0.000% (11,000,000) 7.716%Shares converted (233,236) 6.000% (116,618) 6.000% - 0.000%Ending balance 25,875,000 6.500% 26,108,236 6.496% 26,224,854 6.493% During the three months ended December 31, 2010, we issued 349,854 shares of 6.00% Series H Cumulative Convertible and 91HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Redeemable Preferred Stock in connection with a business combination. During the years ended December 31, 2013 and 2014, all shares were converted intocommon stock, leaving zero shares outstanding. 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 share amounts): Shares Issued Average Price Gross Proceeds Net Proceeds February 2012 public issuance 20,700,000 $ 53.50 $1,107,450 $1,062,256August 2012 public issuance 13,800,000 58.75 810,750 778,011September 2012 public issuance 29,900,000 56.00 1,674,400 1,606,6652012 Dividend reinvestment plan issuances 2,136,140 56.37 120,411 120,4112012 Option exercises 341,371 40.86 13,949 13,9492012 Senior note conversions 1,039,721 - -2012 Totals 67,917,232 $3,726,960 $3,581,292 May 2013 public issuance 23,000,000 $ 73.50 $1,690,500 $1,630,2812013 Dividend reinvestment plan issuances 3,429,928 62.78 215,346 215,3462013 Option exercises 213,724 42.16 9,010 9,0102013 Senior note conversions 988,007 - -2013 Preferred stock conversions 116,618 - -2013 Equity issued in acquisition of noncontrolling interest 1,108,917 - -2013 Totals 28,857,194 $1,914,856 $1,854,637 June 2014 public issuance 16,100,000 62.35 1,003,835 968,517September 2014 public issuance 17,825,000 63.75 1,136,344 1,095,4652014 Dividend reinvestment plan issuances 4,122,941 62.35 257,055 257,0552014 Option exercises 498,549 45.79 22,831 22,8312014 Preferred stock conversions 233,236 - -2014 Stock incentive plans, net of forfeitures 188,147 - -2014 Senior note conversions 258,542 - -2014 Totals 39,226,415 $2,420,065 $2,343,868 During the twelve months ended December 31, 2013, we acquired the remaining 20% noncontrolling interest in an existing partnership for $91,000,000which consisted of $23,247,000 of cash and 1,108,917 shares of common stock. In connection with the acquisition, we incurred $2,732,000 of transactioncosts, 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 shares outstanding as described above. Please refer to Notes 2and 18 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per shareamounts):92HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014 December 31, 2013 December 31, 2012 Per Share Amount Per Share Amount Per Share Amount Common Stock $3.18000 $969,661 $3.06000 $839,939 $2.96000 $653,321Series D Preferred Stock - - - - 0.50301 2,012Series F Preferred Stock - - - - 0.48715 3,410Series H Preferred Stock 0.00794 1 2.85840 930 2.85840 1,000Series I Preferred Stock 3.25000 46,719 3.25000 46,719 3.25000 46,719Series J Preferred Stock 1.62510 18,688 1.62510 18,687 1.39038 15,988Totals $1,035,069 $906,275 $722,450 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, 2013 $(17,631) $(389) $(1,452) $(5,059) $(24,531)Other comprehensive income beforereclassification adjustments (56,611) 389 (137) 2,610 (53,749)Reclassification amount to net income (528) - - 1,799 (1) 1,271Net current-period other comprehensiveincome (57,139) 389 (137) 4,409 (52,478)Balance at December 31, 2014 $(74,770) $- $(1,589) $(650) $(77,009) Balance 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 - - - 1,914 (1) 1,914Net 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) (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 relatedto stock options awarded to employees and directors. 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 performance based restricted stock tobe earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. Vesting periods foroptions, deferred stock units and restricted shares generally range from one to three years for non-employee directors and from three to five years for officersand key employees. Options expire ten years from the date of grant. The following table summarizes compensation expense recognized for the periods presented (in thousands):93HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014 2013 2012Stock options $912 $1,113 $2,777Restricted stock 31,163 19,064 15,744 $32,075 $20,177 $18,521 Stock Options We have not granted stock options since the year ended December 31, 2012 but some remain outstanding. As of December 31, 2014, there was $1,147,000of total unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of twoyears. Stock options outstanding at December 31, 2014 have an aggregate intrinsic value of $19,358,000.Restricted StockThe fair value of the restricted stock is equal to the market price of the company’s common stock on the date of grant and is amortized over the vestingperiods. As of December 31, 2014, there was $30,692,000 of total unrecognized compensation expense related to unvested restricted stock that is expectedto be recognized over a weighted-average period of three years. The following table summarizes information about non-vested restricted stock incentiveawards as of and for the year ended December 31, 2014: Restricted Stock Number of Weighted-Average Shares Grant Date (000's) Fair ValueNon-vested at December 31, 2013 788 $56.92Vested (553) 56.29Granted 324 57.59Terminated (5) 57.20Non-vested at December 31, 2014 554 $57.94 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, 2014 2013 2012Numerator for basic and diluted earnings per share - net income attributable to common stockholders $446,745 $78,714 $221,884 Denominator for basic earnings per share: weighted-average shares 306,272 276,929 224,343Effect of dilutive securities: Employee stock options 188 226 231 Non-vested restricted shares 500 457 312 Convertible senior unsecured notes 787 1,149 1,067Dilutive potential common shares 1,475 1,832 1,610Denominator for diluted earnings per share: adjusted-weighted average shares 307,747 278,761 225,953 Basic earnings per share $1.46 $0.28 $0.99Diluted earnings per share $1.45 $0.28 $0.98 The diluted earnings per share calculations exclude the dilutive effect of 0, 0, and 182,000 stock options for the years ended December 31, 2014, 2013and 2012, respectively, because the exercise prices were more than the average market price. The Series H 94HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cumulative Convertible and Redeemable Preferred Stock and the Series I Cumulative Convertible Perpetual Preferred Stock were excluded from thecalculations as the effect of the conversions were anti-dilutive.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 Primary Unsecured Credit Facility — The carrying amount of the primary unsecured credit facility approximates fair value because theborrowings 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 fair marketvalue. Fair market value is determined using level two inputs by estimating the future value of the currency pair based on existing exchange rates, comprisedof current spot and traded forward points, and calculating a present value of the net amount using a discount factor based on observable traded interest rates. Redeemable OP Unitholder Interests — The fair value of our redeemable unitholder interests are recorded on the balance sheet at fair value using Level 2inputs. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at ouroption, one share of our common stock per unit, subject to adjustment in certain circumstances. The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):95HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2014 December 31, 2013 Carrying Fair Carrying Fair Amount Value Amount ValueFinancial Assets: Mortgage loans receivable $188,651 $194,935 $146,987 $148,088 Other real estate loans receivable 191,518 195,375 185,159 188,920 Available-for-sale equity investments - - 1,211 1,211 Cash and cash equivalents 473,726 473,726 158,780 158,780 Foreign currency forward contracts 57,087 57,087 - - Financial Liabilities: Borrowings under unsecured lines of creditarrangements $- $- $130,000 $130,000 Senior unsecured notes 7,766,251 8,613,702 7,379,308 7,743,730 Secured debt 2,977,713 3,053,067 3,058,248 3,168,775 Foreign currency forward contracts 1,495 1,495 11,637 11,637 Redeemable OP unitholder interests $46,722 $46,722 $- $- 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 forthe asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a fair value hierarchywhich requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidancedescribes 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, 2014 Total Level 1 Level 2 Level 3Foreign currency forward contracts(1) $55,592 $- $55,592 $-Redeemable OP unitholder interests 46,722 - 46,722 - Totals $102,314 $- $102,314 $- (1) 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 96HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS impairments of real property and Note 6 for impairments of loans receivable). We have determined that the fair value measurements included in each of theseassets and liabilities rely primarily on Company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observableinputs are not available. As such, we have determined that each of these fair value measurements generally reside within Level 3 of the fair value hierarchy.We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimatedcapitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an externalreal estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, inthe absence of such price expectations, Level 3 inputs described above. We estimate the fair value of secured debt assumed in business combinations usingcurrent interest rates at which similar borrowings could be obtained on the transaction date. 17. Segment Reporting We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our four operating segments: seniorshousing triple-net, seniors housing operating, medical office buildings and life science. During 2014, we realigned our corporate structure and operatingsegment designations. Accordingly, the segment information provided in this note has been reclassified to conform to the current presentation for all periodspresented. As part of the change in presentation, we removed the “hospitals” operating segment. Amounts previously classified within “hospitals” andaggregated into the medical facilities reporting segment have been reclassified to seniors housing triple-net properties. Our seniors housing triple-net properties include long-term/post-acute care facilities, hospitals, assisted living facilities, independent living/continuingcare retirement communities, care homes (United Kingdom), independent support living facilities (Canada), care homes with nursing (United Kingdom) andcombinations thereof. Under the seniors housing triple-net segment, we invest in seniors housing and health care real estate through acquisition andfinancing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management ofthe property. Our seniors housing operating properties include the seniors housing communities referenced above that are owned and/or operated throughRIDEA structures (see Notes 3 and 18). Our medical facility properties include medical office buildings and life science buildings which are aggregated into our medical facilities reportablesegment. Our medical office buildings are typically leased to multiple tenants and generally require a certain level of property management. Our life scienceinvestment represents an investment in an unconsolidated entity (see Note 7). We evaluate performance based upon net operating income from continuing operations (“NOI”) of each segment. We define NOI as total revenues,including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information because it measuresthe operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and toassess the property 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. 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. Summary information for the reportable segments (which excludes unconsolidated entities) during the years ended December 31, 2014, 2013 and 2012 isas follows (in thousands): 97HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014: Seniors HousingTriple-net Seniors HousingOperating MedicalFacilities Non-segment /Corporate TotalRental income$992,638$-$413,129$-$1,405,767Resident fees and services - 1,892,237 - - 1,892,237Interest income 32,255 2,119 3,293 - 37,667Other income 2,973 3,215 1,010 677 7,875Total revenues 1,027,866 1,897,571 417,432 677 3,343,546 Property operating expenses 732 1,266,308 136,318 - 1,403,358Net operating income from continuing operations 1,027,134 631,263 281,114 677 1,940,188 Reconciling items: Interest expense 38,460 113,099 32,904 296,576 481,039(Loss) gain on derivatives, net (1,770) 275 - - (1,495)Depreciation and amortization 273,296 418,199 152,635 - 844,130General and administrative - - - 142,943 142,943Transaction costs 45,146 16,880 7,512 - 69,538(Loss) gain on extinguishment of debt, net 98 383 405 8,672 9,558Other expenses 8,825 1,437 - - 10,262Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities 663,079 80,990 87,658 (447,514) 384,213Income tax expense 6,141 (3,047) (1,827) - 1,267(Loss) income from unconsolidated entities 5,423 (38,204) 5,355 - (27,426)Income (loss) from continuing operations 674,643 39,739 91,186 (447,514) 358,054Income (loss) from discontinued operations 7,135 - - - 7,135Gain (loss) on real estate dispositions, net 146,205 - 906 - 147,111Net income (loss)$827,983$39,739$92,092$(447,514)$512,300 Total assets$10,958,269$9,531,608$4,465,130$59,287$25,014,296 98HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013: Seniors HousingTriple-net Seniors HousingOperating MedicalFacilities Non-segment /Corporate TotalRental income$866,138$-$361,451$-$1,227,589Resident fees and services - 1,616,290 - - 1,616,290Interest income 28,214 757 3,692 - 32,663Other income 1,504 355 1,911 296 4,066Total revenues 895,856 1,617,402 367,054 296 2,880,608 Property operating expenses 1,235 1,089,239 116,339 - 1,206,813Net operating income from continuing operations 894,621 528,163 250,715 296 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) - - 4,470Depreciation and amortization 249,913 478,007 137,880 - 865,800General and administrative - - - 108,318 108,318Transaction costs 24,426 107,066 1,909 - 133,401(Loss) gain on extinguishment of debt, net 40 (3,372) - 2,423 (909)Provision for loan losses 2,110 - - - 2,110Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities 589,933 (145,279) 74,103 (416,512) 102,245Income tax expense (1,817) (5,337) (270) (67) (7,491)(Loss) income from unconsolidated entities 5,035 (22,695) 9,473 - (8,187)Income (loss) from continuing operations 593,151 (173,311) 83,306 (416,579) 86,567Income (loss) from discontinued operations 57,742 - (6,029) - 51,713Net income (loss)$650,893$(173,311)$77,277$(416,579)$138,280 Total assets$10,121,813$8,984,316$3,829,547$148,281$23,083,957 99HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2012 Seniors HousingTriple-net Seniors HousingOperating MedicalFacilities Non-segment /Corporate TotalRental income$762,968$-$300,246$-$1,063,214Resident fees and services - 697,494 - - 697,494Interest income 30,654 6,208 2,203 - 39,065Other income 2,471 - 1,888 912 5,271Total revenues 796,093 703,702 304,337 912 1,805,044 Property operating expenses 1,082 471,678 95,229 - 567,989Net operating income from continuing operations 795,011 232,024 209,108 912 1,237,055 Reconciling items: Interest expense 1,745 67,524 28,878 263,418 361,565Loss (gain) on derivatives, net 96 (1,921) - - (1,825)Depreciation and amortization 223,921 165,798 116,501 - 506,220General and administrative - - - 97,341 97,341Transaction costs 35,705 12,756 13,148 - 61,609Loss (gain) on extinguishment of debt, net 2,405 (2,697) (483) - (775)Provision for loan losses 27,008 - - - 27,008Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities 504,131 (9,436) 51,064 (359,847) 185,912Income tax expense (2,852) (1,086) (2,381) (1,293) (7,612)(Loss) income from unconsolidated entities (33) (6,364) 8,879 - 2,482Income from continuing operations 501,246 (16,886) 57,562 (361,140) 180,782Income (loss) from discontinued operations 130,053 - (15,995) - 114,058Net income (loss)$631,299$(16,886)$41,567$(361,140)$294,840 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, 2014 December 31, 2013 December 30, 2012Revenues: Amount% Amount% Amount%United States$2,801,47483.8% $2,489,19686.4% $1,778,50798.5%International 542,07216.2% 391,41213.6% 26,5371.5%Total$3,343,546100.0% $2,880,608100.0% $1,805,044100.0% As of December 31, 2014 December 31, 2013 Assets: Amount% Amount% United States$20,728,47782.9% $19,759,94585.6% International 4,285,81917.1% 3,324,01214.4% Total$25,014,296100.0% $23,083,957100.0% 100HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 taxableincome in the current year are also subject to a 4% federal excise tax. The main differences between net income for federal income tax purposes and financialstatement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing usefullives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for taxpurposes. Cash distributions paid to common stockholders, for federal income tax purposes, are as follows for the periods presented: Year Ended December 31, 2014 2013 2012Per Share: Ordinary income $1.7861 $1.4928 $1.5000 Return of capital 0.8368 1.4176 1.3376 Long-term capital gains 0.1638 0.0448 0.1176 Unrecaptured section 1250 gains 0.3933 0.1048 0.0048 Totals $3.1800 $3.0600 $2.9600 Our consolidated provision for income taxes is as follows for the periods presented (dollars in thousands): Year Ended December 31, 2014 2013 2012Current $2,672 $12,389 $4,785Deferred (3,939) (4,898) 2,827Totals $(1,267) $7,491 $7,612 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, 2014, as a result of acquisitions located in Canada and the United Kingdom, we were subject to foreign income taxes underthe respective tax laws of these jurisdictions. The provision for income taxes for the year ended December 31, 2014 primarily relates to state taxes, foreign taxes, and taxes based on income generatedby entities that are structured as taxable REIT subsidiaries. During 2014, we established certain new wholly-owned direct and indirect subsidiaries inLuxembourg and Jersey and transferred interests in certain foreign investments into this new holding company structure. The new structure includes aproperty holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the UnitedKingdom resulted from the creation of this new holding company structure and all of the subsidiary entities in the structure are treated as disregarded entitiesof the company for U.S. federal income tax purposes. The company will reflect current and deferred tax liabilities for any such withholding taxes incurred asa result of this holding company structure in its consolidated financial statements. For the tax year ended December 31, 2014 and 2013, the Canadian and United Kingdom tax benefit amount included in the consolidated provision forincome taxes was $6,069,000 and $484,000, respectively. The income tax benefit in 2014 is due primarily to the elimination of deferred tax liabilities incertain United Kingdom property holding companies which offsets the current year tax provision. For the tax year ended December 31, 2012, the Canadianand United Kingdom tax expense amount included in the consolidated provision for income taxes was $596,000. A reconciliation of income tax expense, which is computed by applying the federal corporate tax rate for the years ended December 31, 2014, 2013 and2012, to the income tax provision/(benefit) is as follows for the periods presented (dollars in thousands):101HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014 2013 2012Tax at statutory rate on earnings from continuing operations before unconsolidated entities,noncontrolling interests and income taxes $178,862 $51,020 $64,979Increase / (decrease) in valuation allowance(1) 9,133 18,444 9,234Tax at statutory rate on earnings not subject to federal income taxes (189,070) (88,762) (72,640)Foreign permanent depreciation 4,383 22,313 -Other differences (4,575) 4,476 6,039Totals $(1,267) $7,491 $7,612 (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, 2014 2013 2012Investments and property, primarily differences in investment basis, depreciation andamortization, the basis of land assets and the treatment of interests and certain costs $(1,020) $(34,236) $(2,144)Operating loss and interest deduction carryforwards 47,528 67,215 8,552Expense accruals and other 26,191 19,309 4,372Valuation allowance (85,207) (71,955) (12,199)Totals $(12,508) $(19,667) $(1,419) We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred taxassets. As required under the provisions of ASC 740, we apply the concepts on an entity-by-entity, jurisdiction-by-jurisdiction basis. With respect to theanalysis of certain entities in multiple jurisdictions, a significant piece of objective negative evidence evaluated was the cumulative loss incurred over thethree-year period ended December 31, 2014. 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 $85,207,000 were recorded on U.S. taxable REITsubsidiaries as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe 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 period arereduced 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 inthousands): Year Ended December 31, 2014 2013 2012Beginning balance $71,955 $12,199 $2,965Additions: Purchase price accounting 4,119 41,312 - Expense 9,133 18,444 9,234Ending balance $85,207 $71,955 $12,199 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 102HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS potentially subject to this special corporate level tax is generally equal to the lesser of (a) the excess of the fair value of the asset over its adjusted tax basis asof the date it became a REIT asset, or (b) the actual amount of gain. Some but not all gains recognized during this period of time could be offset by availablenet operating losses and capital loss carryforwards. During the year ended December 31, 2014, we acquired certain additional assets with built-in gains as ofthe date of acquisition that could be subject to the built-in gains tax if disposed of prior to the expiration of the applicable ten-year period. We have notrecorded a deferred tax liability as a result of the potential built-in gains tax based on our intentions with respect to such properties and available taxplanning 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 treatedas “rents from real property.” A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to theuse of, a hospital, nursing facility (our long-term/post-acute care facilities), assisted living facility, congregate care facility, qualified continuing care facility,or other licensed facility which extends medical or nursing or ancillary services to patients. We have entered into various joint ventures that were structuredunder RIDEA. Resident level rents and related operating expenses for these facilities are reported in the consolidated financial statements and are subject tofederal and state income taxes as the operations of such facilities are included in a TRS. Certain net operating loss carryforwards could be utilized to offsettaxable 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, 2011and subsequent years, by the Canada Revenue Agency (“CRA”) and provincial authorities for acquisitions subsequent to May 2102, and by Her MajestyRevenue & Customs (“HMRC”) for acquisitions subsequent to August 2012. The statute of limitations may vary in the states in which we own properties orconduct business. We do not expect to be subject to audit by state taxing authorities for any year prior to the year ended December 31, 2008. At December 31, 2014, we had a net operating loss (“NOL”) carryforward related to the REIT of $378,791,000. These amounts can be used to offset futuretaxable 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 tax creditcarryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards will expire through 2034. At December 31, 2014, 2013 and 2012, we had a net operating loss carryforward related to Canadian entities of $32,085,000, $50,958,000 and$4,275,000, respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2014 and 2013, we had a net operating losscarryforward related to United Kingdom entities of $177,079,000 and $238,741,000, respectively. These United Kingdom losses do not have a finitecarryforward period. On the basis of evaluations performed as required by the codification, valuation allowances were recorded to limit the deferred tax assetsfor the related net operating loss carryforwards to the amount that we believe is more likely than not realizable. We apply the rules under ASC 740-10 “Accounting for Uncertainty in Income Taxes” for uncertain tax positions using a “more likely than not”recognition threshold for tax positions. Pursuant to these rules, we will initially recognize the financial statement effects of a tax position when it is morelikely 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. Ifthe tax benefit meets the “more likely than not” threshold, the measurement of the tax benefit will be based on our estimate of the ultimate tax benefit to besustained if audited by the taxing authority. The following table summarizes the activity related to our unrecognized tax benefits for the periods presented(dollars in thousands): Year Ended December 31, 2014 2013Gross unrecognized tax benefits at beginning of year $6,413 $6,098Increases (decreases) in unrecognized tax benefits related to a prior year - 76Increases (decreases) in unrecognized tax benefits related to the current year - 260Lapse in statute of limitations for assessment (5,556) (21)Gross unrecognized tax benefits at end of year $857 $6,413 The balance of our unrecognized tax benefits as of December 31, 2014 and 2013 was $857,000 and $6,413,000, respectively. During 2014, $6,976,000(including penalties and interest) relating to the April 1, 2011 Genesis Healthcare Corporation transaction (“Genesis Acquisition”) expired due to theapplicable statute of limitations. As a part of the Genesis Acquisition, we received a full 103HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS indemnification from FC-GEN Operations Investment, LLC covering income taxes or other taxes as well as interest and penalties relating to tax positionstaken by FC-GEN Operations Investment, LLC prior to the acquisition. Accordingly, an offsetting indemnification asset was recorded in receivables andother assets on the consolidated balance sheet and was reversed during 2014. 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 wouldbe recognized. There were insignificant uncertain tax positions as of December 31, 2014 for which it is reasonably possible that the amount of unrecognizedtax benefits would decrease during 2015. Interest and penalties totaled $137,000 and $253,000, respectively, for the year ended December 31, 2014 and areincluded in income tax expense. 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 $2,701,000, $2,562,000, and $2,140,000 in 2014, 2013 and 2012, 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 $7,128,000 during the next five fiscal years. We use a December 31measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $6,882,000 at December 31, 2014 ($6,453,000 at December 31,2013). On April 13, 2014, George L. Chapman, formerly the Chairman, Chief Executive Officer and President of the Company, informed the Board of Directorsthat he wished to retire from the Company, effective immediately. As a result of Mr. Chapman’s retirement, general and administrative expenses for the yearended December 31, 2014 included charges of $19,688,000 related to: (i) the acceleration of $9,223,000 of deferred compensation for restricted stock; and(ii) consulting, retirement payments and other costs of $10,465,000. 20. Quarterly Results of Operations (Unaudited) The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2014 and 2013 (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 torounding. Year Ended December 31, 2014 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Revenues $801,807 $826,446 $847,523 $867,770 Net income (loss) attributable to common stockholders 50,022 71,829 136,255 188,639 Net income (loss) attributable to common stockholders per share: Basic $0.17 $0.24 $0.44 $0.58 Diluted 0.17 0.24 0.44 0.57 Year Ended December 31, 2013 1st Quarter 2nd Quarter(2) 3rd Quarter 4th 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 attributable to common stockholders $55,058 $(8,508) $20,691 $11,473 Net income attributable to common stockholders per share: Basic $0.21 $(0.03) $0.07 $0.04 Diluted 0.21 (0.03) 0.07 0.04 (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 for additionalinformation. (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$29,997,000 for the second quarter. 104HEALTH CARE REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 theSecurities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generallyaccepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally acceptedaccounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management anddirectors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financialreporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controlsmay become inadequate because of changes 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, 2014 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, 2014 did not include an assessment of the internal control over financial reporting for theGracewell Healthcare acquisition because the business combination occurred during the year ended December 31, 2014. The acquired businesses represent1% of total assets at December 31, 2014 and less than 1% of revenues and net operating income for the year then ended. The scope of management’sassessment on internal control over financial reporting for the year ended December 31, 2015 will 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, 2014. 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.105 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, 2014, 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.Our responsibility 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 aswe considered 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 evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with 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 onthe effectiveness of internal control over financial reporting did not include the internal controls of the Gracewell Healthcare acquisition, which is includedin the 2014 consolidated financial statements of Health Care REIT, Inc. and cumulatively constitute 1% of total assets at December 31, 2014 and less than1% of revenues and net operating income for the year then ended. Our audit of the internal control over financial reporting of Health Care REIT, Inc. also didnot include an evaluation of the internal control over financial reporting of the aforementioned relationship. In our opinion, Health Care REIT, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014,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, 2014 and 2013, and the related consolidated statements of comprehensive income, equity, and cash flowsfor each of the three years in the period ended December 31, 2014 and our report dated February 20, 2015 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Toledo, OhioFebruary 20, 2015Item 9B. Other Information Preferred Stock – Certificates of Elimination On February 18, 2015, we filed certificates of elimination with the Delaware Secretary of State, which became effective upon filing, to eliminate from ourSecond Restated Certificate of Incorporation, as amended, all matters set forth in the certificates of designation for the Junior Participating Preferred Stock,Series A (the “Series A Stock”), and the 6% Series H Cumulative Convertible and Redeemable Preferred Stock (the “Series H Stock”). No shares of the SeriesA Stock or the Series H Stock were issued or outstanding at the time of the filing of the certificates of elimination.106 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) BeneficialOwnership Reporting Compliance” in our definitive proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”)prior to April 30, 2015. 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/investor-relations/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the Company will bepromptly disclosed on the Internet at 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/investor-relations/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactivetextual reference only. 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, 2015. 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, 2015. 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, 2015. 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, 2015.107 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 Firm71Consolidated Balance Sheets – December 31, 2014 and 201372Consolidated Statements of Comprehensive Income — Years ended December 31, 2014, 2013 and 201273Consolidated Statements of Equity — Years ended December 31, 2014, 2013 and 201275Consolidated Statements of Cash Flows — Years ended December 31, 2014, 2013 and 201276Notes to Consolidated Financial Statements77 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 AnnualReport on 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 111.108 SIGNATURES Pursuant 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. Date: February 20, 2015 HEALTH CARE REIT, INC. By: /s/ T homas J. DeRosa Thomas J. DeRosa, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 20, 2015 by the following persons onbehalf of the Registrant and in the capacities indicated. /s/ Jeffrey H. Donahue ** /s/ Judith C. Pelham ** Jeffrey H. Donahue, Chairman of the Board Judith C. Pelham, Director /s/ William C. Ballard, Jr.** /s/ Sergio D. Rivera** William C. Ballard, Jr., Director Sergio D. Rivera, Director /s/ Peter J. Grua ** /s/ R. Scott Trumbull** Peter J. Grua, Director R. Scott Trumbull, Director /s/ Fred S. Klipsch ** /s/ Thomas J. DeRosa Fred S. Klipsch, Director Thomas J. DeRosa, Chief Executive Officer and Director (Principal Executive Officer) /s/ Geoffrey G. Meyers** /s/ Scott A. Estes** Geoffrey G. Meyers, 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/ Thomas J. DeRosa Sharon M. Oster, Director Thomas J. DeRosa, Attorney-in-Fact 109 Health Care REIT, Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2014 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements CostCapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressSeniors Housing Triple-Net: Lafayette, LA$ -$1,928$10,483$25$1,928$10,509$3,246 2006 1993 204 Energy ParkwayTulsa, OK - 3,003 6,025 20 3,003 6,045 2,603 2006 1992 329 S. 79th E. Ave.Lakeway, TX - 5,142 18,574 2,001 5,142 20,575 662 2007 2011 2000 Medical DrAbilene, TX - 950 20,987 - 950 20,987 283 2014 1998 6565 Central Park BoulevardAbilene, TX - 990 8,187 - 990 8,187 56 2014 1985 1250 East N 10th StreetAboite Twp, IN - 1,770 19,930 1,601 1,770 21,531 2,352 2010 2008 611 W County Line Rd SouthAgawam, MA - 880 16,112 2,134 880 18,246 6,259 2002 1993 1200 Suffield St.Agawam, MA - 1,230 13,618 593 1,230 14,211 1,548 2011 1975 61 Cooper StreetAgawam, MA - 930 15,304 293 930 15,596 1,643 2011 1970 55 Cooper StreetAgawam, MA - 920 10,661 36 920 10,697 1,191 2011 1985 464 Main StreetAgawam, MA - 920 10,562 45 920 10,607 1,181 2011 1967 65 Cooper StreetAkron, OH - 290 8,219 491 290 8,710 2,346 2005 1961 721 Hickory St.Alexandria - 630 7,535 229 630 7,764 1,853 2006 1915 209 Merriman RoadAlexandria, IN - 190 6,495 - 190 6,495 24 2014 1982 1912 South Park AvenueAlliance, OH - 270 7,723 107 270 7,830 1,995 2006 1982 1785 Freshley Ave.Albertville, AL 2,015 170 6,203 174 176 6,371 1,046 2010 1999 151 Woodham Dr.Ames, IA - 330 8,870 - 330 8,870 1,118 2010 1999 1325 Coconino Rd.Anderson, SC - 710 6,290 419 710 6,709 2,515 2003 1986 311 Simpson Rd.Annapolis, MD - 1,010 24,825 151 1,010 24,976 2,542 2011 1993 35 Milkshake LaneAnsted, WV - 240 14,113 108 240 14,221 1,422 2011 1982 106 Tyree Street, P.O. Drawer 400Andover, MA - 1,310 12,647 27 1,310 12,674 1,455 2011 1985 89 Morton StreetAvon Lake, OH - 790 10,421 142 790 10,562 1,278 2011 2001 345 Lear Rd.Apple Valley, CA 10,632 480 16,639 84 486 16,716 2,911 2010 1999 11825 Apple Valley Rd.Asheboro, NC - 290 5,032 165 290 5,197 1,633 2003 1998 514 Vision Dr.Aspen Hill, MD - - 9,008 1,181 - 10,188 1,081 2011 1988 3227 Bel Pre RoadAsheville, NC - 204 3,489 - 204 3,489 1,536 1999 1999 4 Walden Ridge Dr.Asheville, NC - 280 1,955 351 280 2,306 813 2003 1992 308 Overlook Rd.Atlanta, GA 7,557 2,058 14,914 1,101 2,080 15,993 10,585 1997 1999 1460 S Johnson Ferry Rd.Austin, TX 18,729 880 9,520 1,152 885 10,667 4,438 1999 1998 12429 Scofield Farms Dr.Aurora, OH - 1,760 14,148 106 1,760 14,254 1,664 2011 2002 505 S. Chillicothe RdAurora, CO - 2,600 5,906 7,915 2,600 13,821 4,064 2006 1988 14101 E. Evans Ave.Aurora, CO - 2,440 28,172 - 2,440 28,172 6,748 2006 2007 14211 E. Evans Ave.Avon, IN - 1,830 14,470 - 1,830 14,470 1,904 2010 2004 182 S Country RD. 550EAvon, IN - 900 19,453 - 900 19,453 71 2014 2013 10307 E. CR 100 NAventura, FL - 4,540 33,986 438 4,540 34,424 2,146 2012 2001 2777 NE 183rd StreetAyer, MA - - 22,074 3 - 22,077 2,260 2011 1988 400 Groton RoadBaltimore, MD - 1,350 14,884 321 1,350 15,204 1,624 2011 1905 115 East Melrose AvenueBaltimore, MD - 900 5,039 147 900 5,186 653 2011 1969 6000 Bellona AvenueBenbrook, TX - 1,550 13,553 769 1,550 14,322 1,315 2011 1984 4242 Bryant Irvin RoadBurnaby, BC 9,998 9,094 16,515 - 9,094 16,515 59 2014 2006 7195 Canada WayBeachwood, OH - 1,260 23,478 - 1,260 23,478 8,393 2001 1990 3800 Park East DriveBoardman, OH - 1,200 12,800 - 1,200 12,800 2,585 2008 2008 8049 South Ave.Brandon, MS - 1,220 10,241 - 1,220 10,241 1,169 2010 1999 140 Castlewoods BlvdBrecksville, OH - 990 19,363 - 990 19,363 70 2014 2011 8757 Brecksville RoadBedford, NH - 2,250 28,831 5 2,250 28,836 2,936 2011 1978 25 Ridgewood RoadBellingham, WA 8,580 1,500 19,861 121 1,507 19,975 3,380 2010 1996 4415 Columbine Dr.Brookfield, WI - 1,300 12,830 - 1,300 12,830 402 2012 2013 1185 Davidson RoadBrooks, AB 2,478 448 5,906 - 448 5,906 21 2014 2000 951 Cassils Road WestBrookville, IN - 300 13,467 - 300 13,467 47 2014 1987 11049 State Road 101Bowling Green, KY - 3,800 26,700 149 3,800 26,849 4,409 2008 1992 1300 Campbell LaneBellingham, MA - 9,270 - - 9,270 - - 2007 1900 Maple Street and High StreetBethel Park, PA - 1,700 16,007 - 1,700 16,007 2,525 2007 2009 5785 Baptist RoadBurlington, NC - 280 4,297 707 280 5,004 1,545 2003 2000 3619 S. Mebane St.Burlington, NC - 460 5,467 - 460 5,467 1,735 2003 1997 3615 S. Mebane St.Burlington, NC - 810 11,263 - 810 11,263 41 2014 2012 2766 Grand Oaks BlvdBluefield, VA - 900 12,463 32 900 12,495 1,309 2011 1990 Westwood Medical ParkBoca Raton, FL - 1,440 31,048 893 1,440 31,941 1,955 2012 1989 1080 Northwest 15th StreetBraintree, MA - 170 7,157 1,290 170 8,447 8,028 1997 1968 1102 Washington St.Bradenton, FL - 252 3,298 - 252 3,298 1,685 1996 1995 6101 Pointe W. Blvd.Bradenton, FL - 480 9,953 - 480 9,953 660 2012 2000 2800 60th Avenue WestBrick, NJ - 1,290 25,247 278 1,290 25,525 2,268 2011 2000 458 Jack Martin Blvd.Brick, NJ - 1,170 17,372 1,102 1,180 18,464 1,916 2010 1998 515 Jack Martin BlvdBrick, NJ - 690 17,125 111 690 17,236 1,772 2010 1999 1594 Route 88Brookline, MA - 2,760 9,217 3,369 2,760 12,586 1,327 2011 1984 30 Webster StreetBrooklyn Park, MD - 1,290 16,329 29 1,290 16,358 1,732 2011 1973 613 Hammonds LaneBurleson, TX - 670 13,985 250 670 14,235 1,391 2011 1988 300 Huguley BoulevardBurleson, TX - 3,150 10,437 - 3,150 10,437 146 2012 2014 621 Old Highway 1187Bartlesville, OK - 100 1,380 - 100 1,380 699 1996 1995 5420 S.E. Adams Blvd.Broadview Heights, OH - 920 12,400 2,393 920 14,793 4,705 2001 1984 2801 E. Royalton Rd.Baltic, OH - 50 8,709 189 50 8,898 2,226 2006 1983 130 Buena Vista St.Braintree, England - - 16,789 - - 16,789 91 2014 2009 Meadow Park Tortoiseshell WayBremerton, WA - 390 2,210 144 390 2,354 487 2006 1999 3231 Pine RoadBremerton, WA - 830 10,420 193 830 10,613 1,300 2010 1984 3201 Pine Road NEBremerton, WA - 590 2,899 - 590 2,899 60 2014 1997 3210 Rickey RoadBeattyville, KY - 100 6,900 660 100 7,560 1,935 2005 1972 249 E. Main St.Burlington, NJ - 1,700 12,554 466 1,700 13,020 1,552 2011 1965 115 Sunset RoadBurlington, NJ - 1,170 19,205 167 1,170 19,372 1,916 2011 1994 2305 Rancocas RoadBeverly Hills, CA 9,623 6,000 13,385 - 6,000 13,385 57 2014 2000 220 N Clark DriveBridgewater, NJ - 1,850 3,050 - 1,850 3,050 1,244 2004 1970 875 Route 202/206 NorthBridgewater, NJ - 1,730 48,201 941 1,746 49,125 5,042 2010 1999 2005 Route 22 WestBridgewater, NJ - 1,800 31,810 322 1,800 32,132 2,817 2011 2001 680 US-202/206 NorthBexleyheath, England - 4,736 13,646 - 4,736 13,646 31 2014 1996 35 West StreetByrdstown, TN - - 2,414 269 - 2,683 1,750 2004 1982 129 Hillcrest Dr.Cambridge, MD - 490 15,843 207 490 16,050 1,650 2011 1990 525 Glenburn AvenueCalgary, AB 20,989 2,793 51,019 - 2,793 51,019 174 2014 1971 1729-90th Avenue SWCalgary, AB 34,791 5,450 83,741 - 5,450 83,741 283 2014 2001 500 Midpark Way SECanton, MA - 820 8,201 263 820 8,464 4,515 2002 1993 One Meadowbrook WayCanton, NC - 130 5,357 - 130 5,357 19 2014 1952 27 North Main StreetColumbia Heights, MN - 825 14,175 163 825 14,338 1,223 2011 2009 3807 Hart BoulevardCleburne, TX - 520 5,369 - 520 5,369 1,089 2006 2007 402 S Colonial DriveColumbus, IN - 610 3,190 - 610 3,190 411 2010 1998 2564 Foxpointe Dr.Concord, NC - 550 3,921 55 550 3,976 1,400 2003 1997 2452 Rock Hill Church Rd.Cape May Court House, NJ - 1,440 17,002 - 1,440 17,002 265 2014 1990 144 Magnolia DriveCentreville, MD - 600 14,602 241 600 14,843 1,562 2011 1978 205 Armstrong AvenueCongleton, England - 2,570 6,465 - 2,570 6,465 15 2014 1994 Rood HillChickasha, OK - 85 1,395 - 85 1,395 700 1996 1996 801 Country Club Rd.Chatham, VA - 320 14,046 - 320 14,046 55 2014 2009 100 Rorer StreetChicago, IL - 1,800 19,256 - 1,800 19,256 1,382 2012 2005 6700 South Keating AvenueChicago, IL - 2,900 17,016 - 2,900 17,016 1,238 2012 2007 4239 North Oak Park AvenueChelmsford, MA 0 1,040 10,951 1,499 1,040 12,450 3,390 2003 1997 4 Technology Dr.Chapel Hill, NC - 354 2,646 783 354 3,429 1,188 2002 1997 100 Lanark Rd.Chapel Hill, NC - 470 7,512 - 470 7,512 29 2014 1999 405 Smith Level RoadCharleston, WV - 440 17,575 297 440 17,873 1,772 2011 1998 1000 Association Drive, North Gate Business ParkCharleston, WV - 410 5,430 13 410 5,444 615 2011 1979 699 South Park RoadCinnaminson, NJ - 860 6,663 149 860 6,812 809 2011 1965 1700 Wynwood DriveClarks Summit, PA - 600 11,179 15 600 11,194 1,234 2011 1985 100 Edella RoadClarks Summit, PA - 400 6,529 54 400 6,583 739 2011 1997 150 Edella RoadColumbia, TN - 341 2,295 - 341 2,295 1,005 1999 1999 5011 Trotwood Ave.Columbia, TN - 590 3,787 - 590 3,787 1,588 2003 1974 1410 Trotwood Ave.Clevedon, England - 3,583 21,374 - 3,583 21,374 188 2014 1994 18/19 Elton RoadCleveland, TN - 350 5,000 122 350 5,122 1,951 2001 1987 2750 Executive Park N.W.Colchester, CT - 980 4,860 495 980 5,355 687 2011 1986 59 Harrington CourtClinton, MD - 2,330 20,876 590 2,330 21,467 1,559 2012 1988 7520 Surratts RoadClarksville, TN - 330 2,292 - 330 2,292 996 1998 1998 2183 Memorial Dr.Claremore, OK - 155 1,427 6,130 155 7,557 850 1996 1996 1605 N. Hwy. 88Cloquet, MN - 340 4,660 120 340 4,780 431 2011 2006 705 Horizon CircleCharles Town, WV - 230 22,834 30 230 22,863 2,264 2011 1997 219 Prospect AveClayton, NC - 520 15,741 - 520 15,741 54 2014 2013 84 Johnson Estate RoadColumbia, SC - 2,120 4,860 5,709 2,120 10,569 3,410 2003 2000 731 Polo Rd.Camrose, AB 16,885 1,215 24,667 - 1,215 24,667 80 2014 2011 6821-50 AvenueConcord, NH - 780 18,423 446 780 18,869 1,874 2011 1972 20 Maitland StreetConcord, NH - 1,760 43,179 568 1,760 43,747 4,352 2011 1994 239 Pleasant StreetConcord, NH - 720 3,041 340 720 3,381 415 2011 1905 227 Pleasant StreetConroe, TX - 980 7,771 - 980 7,771 1,049 2009 2010 903 Longmire RoadCobham, England - 12,385 31,556 - 12,385 31,556 1,170 2013 2013 Redhill RoadColumbus, OH - 530 5,170 8,255 1,070 12,885 3,269 2005 1968 1425 Yorkland Rd.Columbus, OH (0) 1,010 5,022 - 1,010 5,022 1,405 2006 1983 1850 Crown Park Ct.Columbus, OH - 1,010 4,931 13,620 1,860 17,701 4,435 2006 1978 5700 Karl Rd.Cape Coral, FL - 530 3,281 - 530 3,281 1,162 2002 2000 911 Santa Barbara Blvd.Cape Coral, FL 9,065 760 18,868 - 760 18,868 1,263 2012 2009 831 Santa Barbara BoulevardCoppell, TX - 1,550 8,386 - 1,550 8,386 317 2012 2013 1530 East Sandy Lake RoadCedar Grove, NJ - 1,830 10,939 10 1,830 10,949 1,214 2011 1964 25 East Lindsley RoadCedar Grove, NJ - 2,850 27,737 21 2,850 27,757 2,895 2011 1970 536 Ridge RoadCarrollton, TX - 4,280 31,444 734 4,280 32,178 829 2013 2010 2105 North Josey LaneCortland, NY - 700 18,041 58 700 18,099 1,050 2012 2001 839 Bennie RoadCary, NC - 1,500 4,350 986 1,500 5,336 2,184 1998 1996 111 MacArthurCarson City, NV - 520 8,238 39 520 8,277 253 2013 1997 1111 W. College ParkwayColts Neck, NJ - 780 14,733 722 993 15,242 1,656 2010 2002 3 Meridian CircleChester, VA - 1,320 18,136 - 1,320 18,136 70 2014 2009 12001 Iron Bridge RoadCitrus Heights, CA 14,747 2,300 31,876 507 2,300 32,383 5,577 2010 1997 7418 Stock Ranch Rd.Canton, OH - 300 2,098 - 300 2,098 917 1998 1998 1119 Perry Dr., N.W.Castleton, IN - 920 15,144 - 920 15,144 57 2014 2013 8405 Clearvista LakeCatonsville, MD - 1,330 15,003 549 1,330 15,552 1,645 2011 1973 16 Fusting AvenueCrawfordsville, IN - 720 17,239 - 720 17,239 64 2014 2013 517 Concord RoadConyers, GA - 2,740 19,302 227 2,740 19,529 1,205 2012 1998 1504 Renaissance DriveDedham, MA - 1,360 9,830 - 1,360 9,830 3,737 2002 1996 10 CareMatrix Dr.Denton, TX - 1,760 8,305 - 1,760 8,305 774 2010 2011 2125 Brinker RdDundalk, MD - 1,770 32,047 785 1,770 32,831 3,305 2011 1978 7232 German Hill RoadDaniels, WV - 200 17,320 49 200 17,370 1,732 2011 1986 1631 Ritter DriveDanville, VA - 410 3,954 722 410 4,676 1,506 2003 1998 149 Executive Ct.Danville, VA - 240 8,440 - 240 8,440 33 2014 1996 508 Rison StreetDover, DE - 400 7,717 38 400 7,755 849 2011 1997 1203 Walker RoadDover, DE - 600 22,266 90 600 22,356 2,278 2011 1984 1080 Silver Lake Blvd.Daphne, AL - 2,880 8,670 127 2,880 8,797 635 2012 2001 27440 County Road 13Durham, NC - 1,476 10,659 2,196 1,476 12,855 9,437 1997 1999 4434 Ben Franklin Blvd.Dresher, PA - 2,060 40,236 558 2,068 40,786 4,169 2010 2001 1405 N. Limekiln PikeDefuniak Springs, FL - 1,350 10,250 - 1,350 10,250 2,456 2006 1980 785 S. 2nd St.Drayton Valley, AB - 733 12,165 - 733 12,165 39 2014 2012 3902-47 StreetEastbourne, England - 5,141 30,858 - 5,141 30,858 268 2014 1999 Carew RoadElizabethton, TN - 310 4,604 336 310 4,940 1,898 2001 1980 1200 Spruce LaneEdmond, OK - 410 8,388 - 410 8,388 654 2012 2001 15401 North Pennsylvania AvenueEdmond, OK - 1,810 14,849 - 1,810 14,849 207 2014 1985 1225 Lakeshore DriveEden, NC - 390 4,877 - 390 4,877 1,569 2003 1998 314 W. Kings Hwy.Englewood, NJ - 930 4,514 17 930 4,531 520 2011 1966 333 Grand AvenueEl Paso, TX - 1,420 12,394 - 1,420 12,394 176 2014 1999 435 S Mesa Hills DriveElizabeth City, NC - 200 2,760 2,011 200 4,771 1,816 1998 1999 400 Hastings LaneEmeryville, CA - 2,560 57,491 - 2,560 57,491 739 2014 2010 1440 40th StreetEnglishtown, NJ - 690 12,520 715 764 13,161 1,447 2010 1997 49 Lasatta AveEast Norriton, PA - 1,200 28,129 747 1,210 28,866 2,993 2010 1988 2101 New Hope StErin, TN - 440 8,060 134 440 8,194 3,004 2001 1981 242 Rocky Hollow Rd.Easton, MD - 900 24,539 - 900 24,539 2,579 2011 1962 610 Dutchman's LaneEast Brunswick, NJ - 1,380 34,229 489 1,380 34,717 3,010 2011 1998 606 Cranbury Rd.Eatontown, NJ - 1,190 23,358 67 1,190 23,426 2,438 2011 1996 3 Industrial Way EastEverett, WA - 1,400 5,476 - 1,400 5,476 2,298 1999 1999 2015 Lake Heights Dr.Fanwood, NJ - 2,850 55,175 574 2,850 55,750 4,786 2011 1982 295 South Ave.Fairfield, CA - 1,460 14,040 1,541 1,460 15,581 5,162 2002 1998 3350 Cherry Hills St.Farnborough, England - 2,570 7,244 - 2,570 7,244 16 2014 1980 Bruntile Close, Reading RoadFranconia, NH - 360 11,320 69 360 11,390 1,177 2011 1971 93 Main StreetFairhope, AL - 570 9,119 - 570 9,119 657 2012 1987 50 Spring Run RoadFishers, IN - 1,500 14,500 - 1,500 14,500 1,907 2010 2000 9745 Olympia Dr.Franklin, NH - 430 15,210 47 430 15,257 1,562 2011 1990 7 Baldwin StreetFollansbee, WV - 640 27,670 49 640 27,719 2,795 2011 1982 840 Lee RoadFall River, MA - 620 5,829 4,856 620 10,685 4,457 1996 1973 1748 Highland Ave.Fall River, MA - 920 34,715 208 920 34,923 3,551 2011 1993 4901 North Main StreetFlorence, NJ - 300 2,978 - 300 2,978 1,049 2002 1999 901 Broad St.Florence, AL 7,085 353 13,049 160 385 13,177 2,197 2010 1999 3275 County Road 47Flourtown, PA - 1,800 14,830 203 1,800 15,033 1,587 2011 1908 350 Haws LaneFlower Mound, TX - 1,800 8,414 - 1,800 8,414 507 2011 2012 4141 Long Prairie RoadFarmington, MI - 570 6,615 - 570 6,615 25 2014 1974 34225 Grand River AvenueFindlay, OH - 200 1,800 - 200 1,800 848 1997 1997 725 Fox Run Rd.Fresno, CA - 2,500 35,800 118 2,500 35,918 5,905 2008 1991 7173 North Sharon AvenueFolsom, CA - - 33,600 - 1,582 32,018 1,170 2013 2009 330 Montrose DriveForest City, NC - 320 4,497 - 320 4,497 1,463 2003 1999 493 Piney Ridge Rd.Fredericksburg, VA - 1,000 20,000 1,200 1,000 21,200 5,242 2005 1999 3500 Meekins Dr.Fredericksburg, VA - 590 28,611 35 590 28,646 2,868 2011 1977 11 Dairy LaneFredericksburg, VA - 3,700 22,016 59 3,700 22,075 1,284 2012 1992 12100 Chancellors VillageFredericksburg, VA - 1,130 23,214 - 1,130 23,214 82 2014 2010 140 Brimley DriveFremont, CA 19,186 3,400 25,300 1,821 3,456 27,065 6,710 2005 1987 2860 Country Dr.Fair Lawn, NJ - 2,420 24,504 444 2,420 24,948 2,564 2011 1962 12-15 Saddle River RoadFort Ashby, WV - 330 19,566 123 330 19,689 1,944 2011 1980 Diane Drive, Box 686Fort Wayne, IN - 170 8,232 - 170 8,232 1,686 2006 2006 2626 Fairfield Ave.Fort Worth, TX - 450 13,615 5,086 450 18,701 1,818 2010 2011 425 Alabama Ave.Fayetteville, GA - 560 12,665 309 560 12,974 778 2012 1994 1967 Highway 54 WestGardner, MA - 480 10,210 27 480 10,237 1,107 2011 1902 32 Hospital Hill RoadGrafton, WV - 280 18,824 37 280 18,861 1,874 2011 1986 8 Rose StreetGreenfield, WI - - 15,204 - 890 14,314 484 2013 1983 5017 South 110th StreetGig Harbor, WA 5,358 1,560 15,947 61 1,583 15,986 2,636 2010 1994 3213 45th St. Court NWGranger, IN - 1,670 21,280 2,401 1,670 23,681 2,536 2010 2009 6330 North Fir RdGlen Mills, PA - 690 9,110 165 690 9,275 1,006 2011 1993 549 Baltimore PikeGlenside, PA - 1,940 16,867 153 1,940 17,020 1,786 2011 1905 850 Paper Mill RoadGambrills, MD - 2,500 16,726 - 2,500 16,726 283 2012 2014 1219 Waugh Chapel RoadGreendale, WI - 2,060 35,383 522 2,060 35,905 2,612 2012 1988 5700 Mockingbird LaneGreeneville, TN - 400 8,290 507 400 8,797 2,629 2004 1979 106 Holt Ct.Greenville, SC - 310 4,750 - 310 4,750 1,432 2004 1997 23 Southpointe Dr.Groton, CT - 2,430 19,941 895 2,430 20,836 2,292 2011 1975 1145 Poquonnock RoadGraceville, FL - 150 13,000 - 150 13,000 3,029 2006 1980 1083 Sanders Ave.Granbury, TX - 2,040 30,670 149 2,040 30,819 3,003 2011 2009 100 Watermark BoulevardGranbury, TX - 2,550 2,940 400 2,550 3,340 250 2012 1996 916 East Highway 377Gardnerville, NV 12,399 1,143 10,831 776 1,164 11,586 8,166 1998 1999 1565-A Virginia Ranch Rd.Georgetown, TX - 200 2,100 - 200 2,100 976 1997 1997 2600 University Dr., E.Grand Ledge, MI 7,748 1,150 16,286 5,119 1,150 21,405 1,986 2010 1999 4775 Village DrGreenville, NC - 290 4,393 168 290 4,561 1,435 2003 1998 2715 Dickinson Ave.Greensboro, NC - 330 2,970 554 330 3,524 1,164 2003 1996 5809 Old Oak Ridge Rd.Greensboro, NC - 560 5,507 1,013 560 6,520 2,135 2003 1997 4400 Lawndale Dr.Greensboro, NC - 350 6,634 - 350 6,634 25 2014 2013 5918 Netfield RoadGastonia, NC - 470 6,129 - 470 6,129 1,934 2003 1998 1680 S. New Hope Rd.Gastonia, NC - 310 3,096 22 310 3,118 1,053 2003 1994 1717 Union Rd.Gastonia, NC - 400 5,029 120 400 5,149 1,639 2003 1996 1750 Robinwood Rd.Glastonbury, CT - 1,950 9,532 909 2,360 10,031 1,116 2011 1966 72 Salmon Brook DriveGettysburg, PA - 590 8,913 91 590 9,003 1,022 2011 1987 867 York RoadGrass Valley, CA 4,340 260 7,667 55 260 7,722 212 2013 2001 415 Sierra College DriveGreenwood, IN - 1,550 22,770 81 1,550 22,851 2,540 2010 2007 2339 South SR 135Hamilton, NJ - 440 4,469 - 440 4,469 1,559 2001 1998 1645 Whitehorse-Mercerville Rd.Harriman, TN - 590 8,060 158 590 8,218 3,188 2001 1972 240 Hannah Rd.Hattiesburg, MS - 450 15,518 176 450 15,694 1,643 2010 2009 217 Methodist Hospital BlvdHerne Bay, England - 2,399 30,751 - 2,399 30,751 1,528 2013 2011 165 Reculver RoadHockessin, DE - 1,120 6,308 - 1,120 6,308 79 2014 1992 100 Saint Claire DriveHickory, NC - 290 987 232 290 1,219 540 2003 1994 2530 16th St. N.E.Haddonfield, NJ - - - 2,480 - 2,480 2,480 2011 1900 132 Warwick RoadHighland Park, IL - 2,820 15,832 187 2,820 16,019 872 2011 2012 1651 Richfield AvenueHemet, CA - 870 3,405 - 870 3,405 673 2007 1996 25818 Columbia St.Hemet, CA 13,550 1,890 28,606 650 1,899 29,247 7,377 2010 1989 1001 N. Lyon AveHemet, CA - 430 9,630 723 430 10,353 1,426 2010 1988 1001 N. Lyon AveHigh River, AB - 1,138 40,937 - 1,138 40,937 132 2014 2014 660 7th StreetHilltop, WV - 480 25,355 15 480 25,370 2,564 2011 1977 Saddle Shop RoadHighlands Ranch, CO - 940 3,721 4,983 940 8,704 1,454 2002 1999 9160 S. University Blvd.Hollywood, FL - 1,240 13,806 436 1,240 14,242 875 2012 2001 3880 South Circle DriveHamburg, PA - 840 10,543 191 840 10,734 1,258 2011 1966 125 Holly RoadHomestead, FL - 2,750 11,750 - 2,750 11,750 2,801 2006 1994 1990 S. Canal Dr.Hanford, England - 1,745 12,411 - 1,745 12,411 465 2013 2012 Bankhouse RoadHinckley, England - 2,726 5,296 - 2,726 5,296 219 2013 2013 Tudor RoadHuntington, WV - 800 32,261 126 800 32,387 3,280 2011 1976 101 13th StreetHouston, TX - 5,090 9,471 - 5,090 9,471 1,592 2007 2009 15015 Cypress Woods Medical DriveHowell, MI - 630 8,550 - 630 8,550 31 2014 1964 3003 West Grand River AvenueHigh Point, NC - 560 4,443 793 560 5,236 1,694 2003 2000 1568 Skeet Club Rd.High Point, NC - 370 2,185 410 370 2,595 899 2003 1999 1564 Skeet Club Rd.High Point, NC - 330 3,395 28 330 3,423 1,117 2003 1994 201 W. Hartley Dr.High Point, NC - 430 4,143 - 430 4,143 1,339 2003 1998 1560 Skeet Club Rd.Hurricane, WV - 620 21,454 805 620 22,258 2,255 2011 1986 590 N Poplar Fork RoadHermitage, TN - 1,500 9,856 47 1,500 9,902 929 2011 2006 4131 Andrew Jackson ParkwayHarleysville, PA - 960 11,355 - 960 11,355 1,696 2008 2009 695 Main StreetHarrow, England - 9,347 10,437 - 9,347 10,437 24 2014 2001 177 Preston HillHatboro, PA - - 28,112 1,746 - 29,858 2,910 2011 1996 3485 Davisville RoadHutchinson, KS 0 600 10,590 194 600 10,784 2,888 2004 1997 2416 BrentwoodHatfield, England - 3,692 9,504 - 3,692 9,504 359 2013 2012 St Albans Road EastHuron, OH - 160 6,088 1,452 160 7,540 1,815 2005 1983 1920 Cleveland Rd. W.Haverford, PA - 1,880 33,993 588 1,883 34,578 3,540 2010 2000 731 Old Buck LaneHanover, IN - 210 4,430 - 210 4,430 1,369 2004 2000 188 Thornton RdHowell, NJ 9,761 1,066 21,577 - 1,066 21,577 2,310 2010 2007 100 Meridian PlaceIndianapolis, IN - 495 6,287 22,565 495 28,852 8,017 2006 1981 8616 W. Tenth St.Indianapolis, IN - 255 2,473 12,123 255 14,596 3,933 2006 1981 8616 W.Tenth St.Indianapolis, IN - 870 14,696 - 870 14,696 56 2014 2014 1635 N Arlington AvenueIndianapolis, IN - 890 18,781 - 890 18,781 38 2014 2014 5404 Georgetown RoadJackson, NJ - 6,500 26,405 2,193 6,500 28,598 1,611 2012 2001 2 Kathleen DriveJefferson, OH - 80 9,120 - 80 9,120 2,395 2006 1984 222 Beech St.Jacksonville Beach, FL - 1,210 26,207 472 1,210 26,679 1,591 2012 1999 1700 The Greens WayJamestown, TN - - 6,707 508 - 7,215 4,829 2004 1966 208 N. Duncan St.Jupiter, FL - 3,100 47,453 563 3,100 48,016 2,731 2012 2002 110 Mangrove Bay WayKokomo, IN - 710 16,052 - 710 16,052 61 2014 2014 2200 S. Dixon RdKirkstall, England - 3,077 11,888 - 3,077 11,888 446 2013 2009 29 Broad LaneKeene, NH - 530 9,639 284 530 9,923 968 2011 1980 677 Court StreetKennewick, WA - 1,820 27,991 255 1,834 28,232 5,715 2010 1994 2802 W 35th AveKenner, LA - 1,100 10,036 328 1,100 10,364 7,543 1998 2000 1600 Joe Yenni BlvdKent, WA - 940 20,318 10,470 940 30,788 5,271 2007 2000 24121 116th Avenue SEKennesaw, GA - 940 10,848 389 940 11,236 701 2012 1998 5235 Stilesboro RoadKirkland, WA - 1,880 4,315 683 1,880 4,998 1,420 2003 1996 6505 Lakeview Dr.Kennett Square, PA - 1,050 22,946 143 1,083 23,056 2,386 2010 2008 301 Victoria Gardens Dr.Laconia, NH - 810 14,434 497 810 14,930 1,546 2011 1968 175 Blueberry LaneLee, MA - 290 18,135 926 290 19,061 6,578 2002 1998 600 & 620 Laurel St.Lancaster, CA 9,917 700 15,295 574 712 15,857 2,947 2010 1999 43051 15th St. WestLancaster, PA - 890 7,623 80 890 7,702 901 2011 1928 336 South West End AveLancaster, NH - 430 15,804 161 430 15,964 1,625 2011 1981 91 Country Village RoadLancaster, NH - 160 434 28 160 462 91 2011 1905 63 Country Village RoadLebanon, NH - 550 20,138 64 550 20,202 2,062 2011 1985 24 Old Etna RoadLecanto, FL - 200 6,900 - 200 6,900 1,996 2004 1986 2341 W. Norvell Bryant Hwy.Leicester, England - 3,863 30,823 - 3,863 30,823 1,635 2012 2010 307 London RoadLexington, KY - 1,980 21,269 - 1,980 21,269 77 2014 2013 2531 Old Rosebud RoadLanghorne, PA - 1,350 24,881 117 1,350 24,998 2,618 2011 1979 262 Toll Gate RoadLongview, TX 0 610 5,520 - 610 5,520 1,129 2006 2007 311 E Hawkins PkwyLongwood, FL - 1,260 6,445 - 1,260 6,445 602 2011 2011 425 South Ronald Reagan BoulevardLibertyville, IL - 6,500 40,024 - 6,500 40,024 4,059 2011 2001 901 Florsheim DrLake Barrington, IL - 3,400 66,179 46 3,400 66,225 3,772 2012 2000 22320 Classic CourtLakewood, CO - 2,160 28,091 - 2,160 28,091 614 2014 2010 7395 West Eastman PlaceLake Zurich, IL - 1,470 9,830 - 1,470 9,830 983 2011 2007 550 America CourtLillington, NC - 470 17,588 - 470 17,588 64 2014 2013 54 Red Mulberry WayLillington, NC - 500 16,460 - 500 16,460 57 2014 1999 2041 NC-210 NLeominster, MA - 530 6,201 25 530 6,226 746 2011 1966 44 Keystone DriveLincoln, NE - 390 13,807 - 390 13,807 1,694 2010 2000 7208 Van Dorn St.Lenoir, NC - 190 3,748 641 190 4,389 1,413 2003 1998 1145 Powell Rd., N.E.Linwood, NJ - 800 21,984 668 838 22,614 2,409 2010 1997 432 Central AveLoganville, GA - 1,430 22,912 557 1,430 23,469 1,516 2012 1997 690 Tommy Lee Fuller DriveLouisville, KY - 490 10,010 2,767 490 12,777 3,400 2005 1978 4604 Lowe RdLaPlata, MD - 700 19,068 466 700 19,534 2,018 2011 1984 One Magnolia DriveLas Vegas, NV - 580 23,420 - 580 23,420 2,088 2011 2002 2500 North Tenaya WayLethbridge, AB 1,844 1,448 3,280 - 1,448 3,280 15 2014 2003 785 Columbia Boulevard WestLethbridge, AB 3,720 737 8,178 - 737 8,178 26 2014 2004 1730 10th AvenueLitchfield, CT - 1,240 17,908 164 1,250 18,062 1,882 2010 1998 19 Constitution WayLittle Neck, NY - 3,350 38,461 780 3,355 39,235 4,076 2010 2000 55-15 Little Neck Pkwy.Lutherville, MD - 1,100 19,786 1,579 1,100 21,365 2,127 2011 1988 515 Brightfield RoadLivermore, CA 10,065 4,100 24,996 - 4,100 24,996 106 2014 1974 35 Fenton StreetLewisburg, WV - 260 3,699 70 260 3,769 451 2011 1995 331 Holt LaneLowell, MA - 1,070 13,481 103 1,070 13,584 1,489 2011 1975 841 Merrimack StreetLowell, MA - 680 3,378 30 680 3,408 457 2011 1969 30 Princeton BlvdLawrence, KS 3,604 250 8,716 - 250 8,716 566 2012 1996 3220 Peterson RoadLakewood Ranch, FL - 650 6,714 1,988 650 8,702 506 2011 2012 8230 Nature's WayLakewood Ranch, FL 7,191 1,000 22,388 - 1,000 22,388 1,471 2012 2005 8220 Natures WayLexington, NC - 200 3,900 1,015 200 4,915 1,664 2002 1997 161 Young Dr.Lynchburg, VA - 340 16,122 - 340 16,122 60 2014 2013 189 Monica BlvdMahwah, NJ - - - 785 785 - - 2012 1900 15 Edison RoadFayetteville, NY - 410 3,962 500 410 4,462 1,545 2001 1997 5125 Highbridge St.Marlinton, WV - 270 8,430 11 270 8,441 896 2011 1987 Stillwell Road, Route 1Marianna, FL - 340 8,910 - 340 8,910 2,070 2006 1997 2600 Forest Glenn Tr.Middleburg Heights, OH - 960 7,780 - 960 7,780 2,156 2004 1998 15435 Bagley Rd.Manteca, CA 6,091 1,300 12,125 1,451 1,312 13,564 3,561 2005 1986 430 N. Union Rd.Macungie, PA - 960 29,033 17 960 29,049 2,921 2011 1994 1718 Spring Creek RoadManchester, NH - 1,080 3,059 - 1,080 3,059 16 2014 1978 191 Hackett Hill RoadMcMurray, PA - 1,440 15,805 1,894 1,440 17,699 1,486 2010 2011 240 Cedar Hill DrMechanicsburg, PA - 1,350 16,650 - 1,350 16,650 1,520 2011 1971 4950 Wilson LaneMercerville, NJ - 860 9,929 115 860 10,045 1,113 2011 1967 2240 White Horse- Merceville RoadMendham, NJ - 1,240 27,169 633 1,240 27,802 2,768 2011 1968 84 Cold Hill RoadLouisville, KY - 430 7,135 163 430 7,298 2,843 2002 1974 2529 Six Mile LaneMedicine Hat, AB 2,990 1,112 6,554 - 1,112 6,554 24 2014 1999 65 Valleyview Drive SWMeriden, CT - 1,300 1,472 5 1,300 1,477 338 2011 1968 845 Paddock AveMelbourne, FL - 7,070 48,257 13,257 7,070 61,514 8,255 2007 2009 7300 Watersong LaneMesa, AZ 6,015 950 9,087 713 950 9,800 3,787 1999 2000 7231 E. BroadwayMorgantown, KY - 380 3,705 615 380 4,320 1,404 2003 1965 206 S. Warren St.Morgantown, WV - 190 15,633 20 190 15,653 1,248 2011 1997 161 Bakers Ridge RoadMcHenry, IL - 1,576 - - 1,576 - - 2006 1900 _Middleton, WI - 420 4,006 600 420 4,606 1,462 2001 1991 6701 Stonefield Rd.Middletown, RI - 1,480 19,703 - 1,480 19,703 2,076 2011 1975 333 Green End AvenueMcKinney, TX - 1,570 7,389 - 1,570 7,389 1,022 2009 2010 2701 Alma Rd.Mill Creek, WA 28,094 10,150 60,274 614 10,179 60,859 12,788 2010 1998 14905 Bothell-Everett HwyMilford, DE - 400 7,816 40 400 7,855 858 2011 1997 500 South DuPont BoulevardMilford, DE - 680 19,216 58 680 19,274 2,015 2011 1905 700 Marvel RoadMidland, MI - 200 11,025 5,522 200 16,547 1,244 2010 1994 2325 Rockwell DrMillersville, MD - 680 1,020 25 680 1,045 1,045 2011 1962 899 Cecil AvenueMelville, NY - 4,280 73,283 1,224 4,282 74,505 7,661 2010 2001 70 Pinelawn RdMonmouth Junction, NJ - 720 6,209 57 720 6,266 733 2011 1996 2 Deer Park DriveMarmet, WV - 540 26,483 - 540 26,483 2,623 2011 1986 1 Sutphin DriveMonclova, OH - 1,750 12,243 - 1,750 12,243 670 2011 2013 6935 Monclova RoadMenomonee Falls, WI - 1,020 6,984 1,607 1,020 8,591 1,374 2006 2007 W128 N6900 Northfield DriveManahawkin, NJ - 1,020 20,361 122 1,020 20,483 2,126 2011 1994 1361 Route 72 WestManalapan, NJ - 900 22,624 156 900 22,780 1,991 2011 2001 445 Route 9 SouthMonroe, NC - 470 3,681 648 470 4,329 1,429 2003 2001 918 Fitzgerald St.Monroe, NC - 310 4,799 857 310 5,656 1,760 2003 2000 919 Fitzgerald St.Monroe, NC - 450 4,021 114 450 4,135 1,363 2003 1997 1316 Patterson Ave.Manassas, VA - 750 7,446 530 750 7,976 2,304 2003 1996 8341 Barrett Dr.Montville, NJ - 3,500 31,002 428 3,500 31,429 2,789 2011 1988 165 Changebridge Rd.Monroe, WA - 2,560 34,460 304 2,584 34,741 5,841 2010 1994 15465 179th Ave. SEMorton Grove, IL - 1,900 19,374 152 1,900 19,526 1,618 2010 2011 5520 N. Lincoln Ave.Monroe Twp, NJ - 1,160 13,193 75 1,160 13,268 1,479 2011 1996 292 Applegarth RoadMoyock, NC - 280 13,387 - 280 13,387 48 2014 2011 141 Moyock Landing DriveMount Pleasant, SC - - 17,200 - 4,052 13,149 662 2013 1985 1200 Hospital DriveMemphis, TN - 940 5,963 - 940 5,963 2,129 2004 1951 1150 Dovecrest Rd.Memphis, TN - 390 9,660 1,600 390 11,260 1,326 2010 1981 141 N. McLean Blvd.Marietta, GA - 1,270 10,519 446 1,270 10,966 670 2012 1997 3039 Sandy Plains RoadMarlborough, England - 3,380 8,615 - 3,380 8,615 20 2014 1999 The CommonMeridian, ID - 3,600 20,802 251 3,600 21,053 6,584 2006 2008 2825 E. Blue Horizon Dr.Morehead City, NC - 200 3,104 1,648 200 4,752 1,815 1999 1999 107 Bryan St.Marlton, NJ - - 38,300 1,830 - 40,130 6,384 2008 1994 92 Brick RoadMarion, IN - 720 12,750 - 720 12,750 48 2014 2012 614 W. 14th StreetMarion, IN - 990 9,190 - 990 9,190 41 2014 1976 505 N. Bradner AvenueMarysville, WA 4,513 620 4,780 329 620 5,109 1,570 2003 1998 9802 48th Dr. N.E.Merrillville, IN - 700 11,699 154 700 11,853 2,132 2007 2008 9509 Georgia St.Monterey, TN - - 4,195 410 - 4,605 3,034 2004 1977 410 W. Crawford Ave.Missoula, MT - 550 7,490 377 550 7,867 1,935 2005 1998 3620 American WayMansfield, TX - 660 5,251 - 660 5,251 1,086 2006 2007 2281 Country Club DrLouisville, KY - 350 4,675 133 350 4,808 1,903 2002 1975 1120 Cristland Rd.Moorestown, NJ - 2,060 51,628 813 2,063 52,438 5,384 2010 2000 1205 N. Church StMoorestown, NJ - 6,400 23,875 - 6,400 23,875 414 2012 2014 250 Marter AvenueMishawaka, IN - 740 16,122 - 740 16,122 62 2014 2013 60257 Bodnar BlvdMountain City, TN - 220 5,896 660 220 6,556 4,179 2001 1976 919 Medical Park Dr.Monteagle, TN - 310 3,318 - 310 3,318 1,293 2003 1980 218 Second St., N.E.Martinsburg, WV - 340 17,180 50 340 17,230 1,719 2011 1987 2720 Charles Town RoadMatthews, NC - 560 4,738 - 560 4,738 1,569 2003 1998 2404 Plantation Center Dr.Martinsville, VA - 349 - - 349 - - 2003 1900 Rolling Hills Rd. & US Hwy. 58Mt. Vernon, WA - 400 2,200 156 400 2,356 501 2006 2001 3807 East College WayMount Vernon, WA - 3,440 21,842 - 3,440 21,842 102 2014 1987 1810 E. Division StreetMatawan, NJ - 1,830 20,618 7 1,830 20,625 1,769 2011 1965 625 State Highway 34Millville, NJ - 840 29,944 104 840 30,048 3,071 2011 1986 54 Sharp StreetNacogdoches, TX 0 390 5,754 - 390 5,754 1,169 2006 2007 5902 North StNorth Augusta, SC - 332 2,558 - 332 2,558 1,109 1999 1998 105 North Hills Dr.North Andover, MA - 950 21,817 54 950 21,870 2,243 2011 1977 140 Prescott StreetNorth Andover, MA - 1,070 17,341 1,303 1,070 18,644 1,928 2011 1990 1801 Turnpike StreetNaugatuck, CT - 1,200 15,826 176 1,200 16,002 1,678 2011 1980 4 Hazel AvenueNew Braunfels, TX - 1,200 19,800 - 1,200 19,800 1,998 2011 2009 2294 East Common StreetNewcastle Under Lyme, England - 1,402 7,141 - 1,402 7,141 267 2013 2010 Hempstalls LaneNewcastle-under-Lyme, England - 1,421 6,991 - 1,421 6,991 16 2014 1999 Silverdale RoadNorth Cape May, NJ - 600 22,266 36 600 22,302 2,275 2011 1995 700 Townbank RoadNeedham, MA - 1,610 13,715 366 1,610 14,081 5,445 2002 1994 100 West St.Newport, VT - 290 3,867 - 290 3,867 452 2011 1967 35 Bel-Aire DriveNorthampton, England - 6,543 21,906 - 6,543 21,906 851 2013 2011 Cliftonville RoadNorthampton, England - 2,542 7,901 - 2,542 7,901 44 2014 2014 Cliftonville RoadNew Haven, IN - 176 3,524 - 176 3,524 1,305 2004 1981 1201 Daly Dr.New Moston, England - 1,869 5,529 - 1,869 5,529 216 2013 2010 90a BroadwayNuneaton, England - 4,198 11,342 - 4,198 11,342 424 2013 2011 132 Coventry RoadNaples, FL - 1,716 17,306 1,878 1,738 19,162 16,523 1997 1999 1710 S.W. Health Pkwy.Naples, FL - 550 5,450 - 550 5,450 1,698 2004 1968 2900 12th St. N.Naperville, IL - 3,470 29,547 - 3,470 29,547 3,054 2011 2001 504 North River RoadNaperville, IL - 1,550 12,237 - 1,550 12,237 330 2012 2013 1936 Brookdale RoadNorman, OK - 55 1,484 - 55 1,484 813 1995 1995 1701 Alameda Dr.Norman, OK 10,776 1,480 33,330 - 1,480 33,330 2,144 2012 1985 800 Canadian Trails DriveNorristown, PA - 1,200 19,488 1,762 1,200 21,250 2,101 2011 1995 1700 Pine StreetNashville, TN - 4,910 29,590 - 4,910 29,590 5,152 2008 2007 15 Burton Hills BoulevardNashville, TN - 4,500 12,287 - 4,500 12,287 649 2011 2013 832 Wedgewood AveNuthall, England - 2,056 7,908 - 2,056 7,908 21 2014 2014 172A Nottingham RoadNuthall, England - 3,155 13,177 - 3,155 13,177 498 2013 2011 172 Nottingham RoadNewark, DE - 560 21,220 1,488 560 22,708 5,775 2004 1998 200 E. Village Rd.Oakland, CA - 4,760 16,143 - 4,760 16,143 214 2014 2002 468 Perkins StreetOcala, FL - 1,340 10,564 - 1,340 10,564 1,571 2008 2009 2650 SE 18TH AvenueOgden, UT - 360 6,700 699 360 7,399 1,935 2004 1998 1340 N. Washington Blv.Oak Hill, WV - 240 24,506 - 240 24,506 2,422 2011 1988 422 23rd StreetOak Hill, WV - 170 721 - 170 721 157 2011 1999 438 23rd StreetOklahoma City, OK - 590 7,513 - 590 7,513 1,347 2007 2008 13200 S. May AveOklahoma City, OK - 760 7,017 - 760 7,017 1,175 2007 2009 11320 N. Council RoadOlds, AB - 265 9,172 - 265 9,172 29 2014 2001 5600 Sunrise CrescentOlympia, WA 6,619 550 16,689 158 553 16,844 2,827 2010 1995 616 Lilly Rd. NEOmaha, NE - 370 10,230 - 370 10,230 1,276 2010 1998 11909 Miracle Hills Dr.Omaha, NE - 380 8,864 - 380 8,864 1,150 2010 1999 5728 South 108th St.Owenton, KY - 100 2,400 - 100 2,400 819 2005 1979 905 Hwy. 127 N.Ormond Beach, FL - - 2,739 452 - 3,191 1,791 2002 1983 103 N. Clyde Morris Blvd.Orwigsburg, PA - 650 20,632 134 650 20,766 2,143 2011 1992 1000 Orwigsburg Manor DriveOneonta, NY - 80 5,020 - 80 5,020 933 2007 1996 1846 County Highway 48Overland Park, KS - 3,730 27,076 340 3,730 27,416 3,866 2008 2009 12000 Lamar AvenueOverland Park, KS - 4,500 29,105 7,295 4,500 36,400 4,142 2010 1988 6101 W 119th StOwensboro, KY - 240 6,760 609 240 7,369 1,948 1993 1966 1614 W. Parrish Ave.Owensboro, KY - 225 13,275 - 225 13,275 3,688 2005 1964 1205 Leitchfield Rd.Owasso, OK - 215 1,380 - 215 1,380 673 1996 1996 12807 E. 86th Place N.Oxford, MI 11,275 1,430 15,791 - 1,430 15,791 1,812 2010 2001 701 Market StParis, TX 0 490 5,452 - 490 5,452 2,967 2005 2006 750 N Collegiate DrPanama City Beach, FL - 900 7,717 35 900 7,752 731 2011 2005 6012 Magnolia Beach RoadPetoskey, MI 5,900 860 14,452 - 860 14,452 1,544 2011 1997 965 Hager DrPigeon Forge, TN - 320 4,180 117 320 4,297 1,738 2001 1986 415 Cole Dr.Philadelphia, PA - 2,700 25,709 333 2,700 26,041 2,708 2011 1976 184 Bethlehem PikePhiladelphia, PA - 2,930 10,433 3,373 2,930 13,806 1,475 2011 1952 1526 Lombard StreetPhiladelphia, PA - 540 11,239 65 540 11,304 1,141 2011 1965 8015 Lawndale AvenuePhiladelphia, PA - 1,810 16,898 32 1,810 16,931 1,946 2011 1972 650 Edison AvenuePiqua, OH - 204 1,885 - 204 1,885 844 1997 1997 1744 W. High St.Parkersburg, WV - 390 21,288 643 390 21,931 2,187 2011 1979 723 Summers StreetPlattsmouth, NE - 250 5,650 - 250 5,650 742 2010 1999 1913 E. Highway 34Plymouth, MI - 1,490 19,990 129 1,490 20,119 2,192 2010 1972 14707 Northville RdPella, IA - 870 6,716 89 870 6,805 417 2012 2002 2602 Fifield RoadPalm Coast, FL - 870 10,957 - 870 10,957 1,495 2008 2010 50 Town Ct.Phillipsburg, NJ - 800 21,175 193 800 21,368 2,244 2011 1992 290 Red School LanePhillipsburg, NJ - 300 8,114 38 300 8,151 856 2011 1905 843 Wilbur AvenuePalestine, TX - 180 4,320 1,300 180 5,620 1,201 2006 2005 1625 W. Spring St.Plainview, NY - 3,990 11,969 391 3,990 12,361 1,210 2011 1963 150 Sunnyside BlvdPennington, NJ - 1,380 27,620 607 1,462 28,145 2,385 2011 2000 143 West Franklin AvenuePinehurst, NC - 290 2,690 484 290 3,174 1,085 2003 1998 17 Regional Dr.Ponoka, AB 4,464 498 12,920 - 498 12,920 41 2014 2010 4004 40th Street ClosePrinceton, NJ - 1,730 30,888 1,150 1,775 31,992 2,752 2011 2001 155 Raymond RoadParkville, MD - 1,350 16,071 274 1,350 16,345 1,729 2011 1980 8710 Emge RoadParkville, MD - 791 11,186 2 791 11,189 1,223 2011 1972 8720 Emge RoadParkville, MD - 1,100 11,768 - 1,100 11,768 1,273 2011 1972 1801 Wentworth RoadPost Falls, ID - 2,700 14,217 2,181 2,700 16,398 2,770 2007 2008 460 N. Garden Plaza Ct.Port St. Joe, FL - 370 2,055 - 370 2,055 1,060 2004 1982 220 9th St.Pennsauken, NJ - 900 10,780 179 900 10,959 1,297 2011 1985 5101 North Park DrivePort St. Lucie, FL - 8,700 47,230 5,882 8,700 53,112 6,406 2008 2010 10685 SW Stony Creek WayPaso Robles, CA - 1,770 8,630 693 1,770 9,323 3,150 2002 1998 1919 Creston Rd.Pittsburgh, PA - 1,750 8,572 115 1,750 8,687 2,390 2005 1998 100 Knoedler Rd.Pottsville, PA - 950 26,964 202 950 27,166 2,833 2011 1990 1000 Schuylkill Manor RoadPuyallup, WA 11,296 1,150 20,776 201 1,156 20,971 3,652 2010 1985 123 Fourth Ave. NWQuakertown, PA - 1,040 25,389 72 1,040 25,461 2,599 2011 1977 1020 South Main StreetRochdale, MA - - 7,100 - 690 6,410 246 2013 1994 111 Huntoon Memorial HighwayRockville, MD - - 16,398 10 - 16,408 1,237 2012 1986 9701 Medical Center DriveRed Bank, NJ - 1,050 21,275 267 1,050 21,542 1,877 2011 1997 One Hartford Dr.Ridgely, TN - 300 5,700 97 300 5,797 2,173 2001 1990 117 N. Main St.Reidsville, NC - 170 3,830 857 170 4,687 1,605 2002 1998 2931 Vance St.Ridgewood, NJ - 1,350 16,170 479 1,350 16,650 1,686 2011 1971 330 Franklin TurnpikeReading, PA - 980 19,906 102 980 20,008 2,073 2011 1994 5501 Perkiomen AveRidgeland, MS - 520 7,675 427 520 8,102 2,362 2003 1997 410 Orchard ParkRogersville, TN - 350 3,278 - 350 3,278 1,282 2003 1980 109 Hwy. 70 N.Rehoboth Beach, DE - 960 24,248 368 973 24,603 2,573 2010 1999 36101 Seaside BlvdRocky Hill, CT - 1,090 6,710 1,500 1,090 8,210 2,281 2003 1996 60 Cold Spring Rd.Rockville, CT - 1,500 4,835 76 1,500 4,911 688 2011 1960 1253 Hartford TurnpikeRockledge, FL - 360 4,117 - 360 4,117 1,868 2001 1970 1775 Huntington LaneRaleigh, NC 24,942 3,530 59,589 - 3,530 59,589 3,538 2012 2002 5301 Creedmoor RoadRaleigh, NC - 2,580 16,837 - 2,580 16,837 1,092 2012 1988 7900 Creedmoor RoadRichmond, VA - - 12,000 - 250 11,750 440 2013 1989 2220 Edward Holland DriveRomeoville, IL - 1,895 - - 1,895 - - 2006 1900 Grand Haven CircleReno, NV - 1,060 11,440 605 1,060 12,045 3,217 2004 1998 5165 Summit Ridge RoadRohnert Park, CA 13,494 6,500 18,700 1,498 6,546 20,152 5,062 2005 1986 4855 Snyder LaneRuston, LA - 710 9,790 - 710 9,790 970 2011 1988 1401 Ezelle StRugeley, England - 2,399 12,958 - 2,399 12,958 513 2013 2010 Horse FairRutland, VT - 1,190 23,655 87 1,190 23,743 2,467 2011 1968 9 Haywood AvenueRockville Centre, NY - 4,290 20,310 436 4,290 20,746 1,902 2011 2002 260 Maple AveRockwood, TN - 500 7,116 741 500 7,857 2,905 2001 1979 5580 Roane State Hwy.Roswell, GA 7,759 1,107 9,627 793 1,114 10,413 7,337 1997 1999 655 Mansell Rd.Sacramento, CA 10,125 940 14,781 96 952 14,865 2,588 2010 1978 6350 Riverside BlvdSanatoga, PA - 980 30,695 37 980 30,733 3,082 2011 1993 225 Evergreen RoadSan Angelo, TX - 260 8,800 425 260 9,225 2,414 2004 1997 2695 Valleyview Blvd.San Angelo, TX - 1,050 24,689 - 1,050 24,689 330 2014 1999 6101 Grand Court RoadSan Ramon, CA 8,827 2,430 17,488 52 2,435 17,535 2,918 2010 1989 18888 Bollinger Canyon RdSouth Bend, IN - 670 17,770 - 670 17,770 41 2014 2014 52565 State Road 933San Bernardino, CA - 3,700 14,300 687 3,700 14,987 2,366 2008 1993 1760 W. 16th St.South Boston, MA - 385 2,002 5,218 385 7,220 3,154 1995 1961 804 E. Seventh St.Salisbury, NC - 370 5,697 168 370 5,865 1,848 2003 1997 2201 Statesville Blvd.Scott Depot, WV - 350 6,876 58 350 6,934 754 2011 1995 5 Rolling MeadowsScranton, PA - 440 17,618 - 440 17,618 62 2014 2005 2741 Blvd. AveScranton, PA - 320 12,150 - 320 12,150 43 2014 2013 2751 Boulevard AveSt. Charles, MD - 580 15,555 84 580 15,639 1,641 2011 1996 4140 Old Washington HighwaySouth Croydon, England - 3,116 2,648 - 3,116 2,648 6 2014 1997 42-46 Bramley HillSan Diego, CA - - 22,003 1,845 - 23,848 3,683 2008 1992 555 Washington St.Seattle, WA 7,563 5,190 9,350 350 5,199 9,692 2,615 2010 1962 11501 15th Ave NESeattle, WA 7,055 3,420 15,555 138 3,420 15,693 2,938 2010 2000 2326 California Ave SWSeattle, WA - 2,630 10,257 36 2,630 10,293 2,019 2010 2003 4611 35th Ave SWSeattle, WA 28,100 10,670 37,291 157 10,700 37,418 8,809 2010 2005 805 4th Ave NSeaford, DE - 720 14,029 53 720 14,082 1,539 2011 1977 1100 Norman Eskridge HighwaySeaford, DE - 830 7,995 1,547 830 9,542 623 2012 1992 715 East King StreetSeverna Park, MD - 2,120 31,273 808 2,120 32,081 3,178 2011 1981 24 Truckhouse RoadLoxley, England - 1,729 19,784 - 1,729 19,784 982 2013 2008 Loxley RoadShillington, PA - 1,020 19,569 956 1,020 20,525 2,084 2011 1964 500 E Philadelphia AveShelbyville, KY - 630 3,870 602 630 4,472 1,096 2005 1965 1871 Midland TrailShelton, WA - 530 17,049 296 530 17,345 1,192 2012 1989 900 W Alpine WayShepherdstown, WV - 250 13,806 14 250 13,819 1,391 2011 1990 80 Maddex DriveSherman, TX 0 700 5,221 - 700 5,221 1,131 2005 2006 1011 E. Pecan Grove Rd.Shawnee, OK - 80 1,400 - 80 1,400 706 1996 1995 3947 KickapooSouthbury, CT - 1,860 23,613 958 1,860 24,571 2,381 2011 2001 655 Main StSilvis, IL - 880 16,420 139 880 16,559 1,914 2010 2005 1900 10th St.Sissonville, WV - 600 23,948 54 600 24,003 2,434 2011 1981 302 Cedar Ridge RoadSelbyville, DE - 750 25,912 220 769 26,113 2,743 2010 2008 21111 Arrington DrSalem, OR - 449 5,171 - 449 5,172 2,220 1999 1998 1355 Boone Rd. S.E.Columbus, IN - 530 6,710 - 530 6,710 2,217 2002 2001 2011 Chapa Dr.Stamford, England - 2,298 4,089 - 2,298 4,089 10 2014 1998 Priory RoadSomerset, MA - 1,010 29,577 152 1,010 29,728 2,990 2011 1998 455 Brayton AvenueSmithfield, NC 0 290 5,680 - 290 5,680 1,806 2003 1998 830 Berkshire Rd.Smithfield, NC - 360 8,220 - 360 8,220 29 2014 1999 250 Highway 210 WestSan Antonio, TX - 6,120 28,169 2,124 6,120 30,293 2,672 2010 2011 2702 Cembalo BlvdSan Antonio, TX - - 17,303 - - 17,303 5,084 2007 2007 8902 Floyd Curl Dr.Sonoma, CA 14,705 1,100 18,400 1,374 1,109 19,764 4,887 2005 1988 800 Oregon St.Spring City, TN - 420 6,085 3,210 420 9,295 3,120 2001 1987 331 Hinch St.Springfield, IL - - 10,100 - 768 9,332 409 2013 2010 701 North Walnut StreetSpringfield, IL - 990 13,378 - 990 13,378 48 2014 2013 3089 Old Jacksonville RoadSpring House, PA - 900 10,780 199 900 10,979 1,207 2011 1900 905 Penllyn PikeSparks, NV - 3,700 46,526 - 3,700 46,526 6,862 2007 2009 275 Neighborhood WaySpencer, WV - 190 8,810 28 190 8,838 924 2011 1988 825 Summit StreetSpruce Pine, NC - 240 8,340 - 240 8,340 31 2014 2012 13681 Highway 226 SouthSouth Pittsburg, TN - 430 5,628 - 430 5,628 1,901 2004 1979 201E. 10th St.Shrewsbury, NJ - 2,120 38,116 561 2,123 38,674 4,016 2010 2000 5 Meridian WaySarasota, FL - 475 3,175 - 475 3,175 1,622 1996 1995 8450 McIntosh Rd.Sarasota, FL - 600 3,400 - 600 3,400 1,181 2004 1982 4602 Northgate Ct.Sarasota, FL - 3,360 19,140 - 3,360 19,140 1,673 2011 2006 6150 Edgelake DriveSarasota, FL - 1,120 12,489 107 1,120 12,595 800 2012 1999 2290 Cattlemen RoadSarasota, FL - 950 8,825 535 950 9,360 573 2012 1998 3221 Fruitville RoadSarasota, FL - 880 9,854 182 880 10,036 660 2012 1990 3749 Sarasota Square BoulevardSand Springs, OK 6,624 910 19,654 - 910 19,654 1,288 2012 2002 4402 South 129th Avenue WestSilver Spring, MD - 1,250 7,278 268 1,250 7,547 575 2012 1952 2101 Fairland RoadSilver Spring, MD - 1,150 9,252 104 1,150 9,356 690 2012 1968 12325 New HampshireSisterville, WV - 200 5,400 242 200 5,642 625 2011 1986 201 Wood StreetStanwood, WA - 2,260 28,474 277 2,283 28,728 5,110 2010 1998 7212 265th St NWSittingbourne, England - 1,714 8,256 - 1,714 8,256 18 2014 1997 200 London RoadSt. Louis, MO - 1,890 12,165 131 1,890 12,297 1,378 2010 1963 6543 Chippewa StStroudsburg, PA - 340 16,321 - 340 16,321 59 2014 2011 370 Whitestone Corner RoadStockton, CA 2,914 2,280 5,983 285 2,372 6,176 1,273 2010 1988 6725 InglewoodStatesville, NC - 150 1,447 266 150 1,713 584 2003 1990 2441 E. Broad St.Statesville, NC - 310 6,183 8 310 6,191 1,904 2003 1996 2806 Peachtree PlaceStatesville, NC - 140 3,627 - 140 3,627 1,146 2003 1999 2814 Peachtree Rd.Superior, WI - 1,020 13,735 79 1,020 13,814 761 2009 2010 1915 North 34th StreetSummit, NJ - 3,080 14,152 - 3,080 14,152 1,449 2011 2001 41 Springfield AvenueSeven Fields, PA - 484 4,663 60 484 4,722 2,033 1999 1999 500 Seven Fields Blvd.Swanton, OH - 330 6,370 - 330 6,370 1,876 2004 1950 401 W. Airport Hwy.Stillwater, OK - 80 1,400 - 80 1,400 708 1995 1995 1616 McElroy Rd.Thomasville, GA - 530 13,899 436 530 14,335 1,304 2011 2006 423 Covington AvenueTakoma Park, MD - 1,300 10,136 - 1,300 10,136 762 2012 1962 7525 Carroll AvenueTomball, TX - 1,050 13,300 671 1,050 13,971 1,357 2011 2001 1221 Graham DrToms River, NJ - 1,610 34,627 594 1,672 35,159 3,685 2010 2005 1587 Old Freehold RdTopeka, KS - 260 12,712 - 260 12,712 860 2012 2011 1931 Southwest Arvonia PlaceTrumbull, CT - 4,440 43,384 - 4,440 43,384 4,239 2011 2001 6949 Main StreetTroy, OH - 200 2,000 4,254 200 6,254 1,504 1997 1997 81 S. Stanfield Rd.Troy, OH - 470 16,730 - 470 16,730 4,744 2004 1971 512 Crescent DriveTulsa, OK - 1,390 7,110 462 1,390 7,572 1,011 2010 1998 7220 S. Yale Ave.Tulsa, OK - 1,320 10,087 - 1,320 10,087 641 2011 2012 7902 South Mingo Road EastThe Villages, FL - 1,035 7,446 - 1,035 7,446 205 2013 2014 2450 Parr DriveTowson, MD - 1,180 13,280 194 1,180 13,475 1,434 2011 1973 7700 York RoadTexarkana, TX - 192 1,403 - 192 1,403 683 1996 1996 4204 Moores LaneTyler, TX 0 650 5,268 - 650 5,268 1,081 2006 2007 5550 Old Jacksonville Hwy.Uhrichsville, OH - 24 6,716 - 24 6,716 1,690 2006 1977 5166 Spanson Drive S.E.Uniontown, PA - 310 6,817 84 310 6,901 738 2011 1964 75 Hikle StreetVacaville, CA 13,876 900 17,100 1,417 900 18,517 4,650 2005 1987 799 Yellowstone Dr.Vancouver, WA 11,632 1,820 19,042 99 1,821 19,140 3,375 2010 2006 10011 NE 118th AveVirginia Beach, VA - 1,540 22,605 - 1,540 22,605 80 2014 1993 5520 Indian River RdVallejo, CA 13,892 4,000 18,000 1,841 4,030 19,812 4,970 2005 1989 350 Locust Dr.Vallejo, CA 7,361 2,330 15,407 152 2,330 15,559 2,930 2010 1990 2261 TuolumneValparaiso, IN - 112 2,558 - 112 2,558 967 2001 1998 2601 Valparaiso St.Valparaiso, IN - 108 2,962 - 108 2,962 1,098 2001 1999 2501 Valparaiso St.Valley Falls, RI - 1,080 7,433 10 1,080 7,443 808 2011 1975 100 Chambers StreetVenice, FL - 500 6,000 - 500 6,000 1,837 2004 1987 1240 Pinebrook Rd.Venice, FL - 1,150 10,674 - 1,150 10,674 1,509 2008 2009 1600 Center Rd.Vero Beach, FL - 263 3,187 - 263 3,187 1,170 2001 1999 420 4th Ct.Vero Beach, FL - 297 3,263 - 297 3,263 1,209 2001 1996 410 4th Ct.Vero Beach, FL - 2,930 40,070 14,729 2,930 54,799 9,214 2007 2003 7955 16th ManorVoorhees, NJ - 1,800 37,299 559 1,800 37,858 3,898 2011 1965 2601 Evesham RoadVoorhees, NJ - 1,900 26,040 893 1,900 26,934 2,765 2011 1985 3001 Evesham RoadVoorhees, NJ - 3,100 25,950 - 3,100 25,950 1,450 2011 2013 113 South Route 73Voorhees, NJ - 3,700 24,312 - 3,700 24,312 906 2012 2013 311 Route 73Wabash, IN - 670 14,596 - 670 14,596 56 2014 2013 20 John Kissinger DriveWallingford, CT - 490 1,210 59 490 1,269 223 2011 1962 35 Marc DriveWarren, NJ - 2,000 30,810 391 2,000 31,202 2,690 2011 1999 274 King George RdPewaukee, WI - 4,700 20,669 - 4,700 20,669 5,342 2007 2007 2400 Golf Rd.Warwick, RI - 1,530 18,564 170 1,530 18,734 1,984 2011 1963 660 Commonwealth AvenueWebster Groves, MO - 1,790 15,425 - 1,790 15,425 958 2011 2012 45 E Lockwood AvenueWebster, NY - 800 8,968 36 800 9,004 538 2012 2001 100 Kidd Castle WayWebster, NY - 1,300 21,127 9 1,300 21,136 1,214 2012 2001 200 Kidd Castle WayWichita Falls, TX - 1,070 26,167 - 1,070 26,167 347 2014 1998 3908 Kell W BoulevardWaconia, MN - 890 14,726 4,495 890 19,221 1,555 2011 2005 500 Cherry StreetWindsor, CT - 2,250 8,539 1,842 2,250 10,382 1,141 2011 1969 One Emerson DriveWindsor, CT - 1,800 600 944 1,800 1,544 247 2011 1974 One Emerson DriveWest Bend, WI - 620 17,790 38 620 17,828 1,417 2010 2011 2130 Continental DrWest Chester, PA - 1,350 29,237 122 1,350 29,359 3,026 2011 1974 800 West Miner StreetWest Chester, PA - 3,290 42,258 595 3,290 42,852 3,124 2012 2000 1615 East Boot RoadWest Chester, PA - 600 11,894 5 600 11,899 888 2012 2002 1615 East Boot RoadWestfield, IN - 890 15,972 - 890 15,972 60 2014 2013 937 E. 186th StreetWestlake, OH - 1,330 17,926 - 1,330 17,926 6,500 2001 1985 27601 Westchester Pkwy.Winter Garden, FL - 1,350 7,937 - 1,350 7,937 435 2012 2013 720 Roper RoadWilmington, DE - 800 9,494 57 800 9,551 1,057 2011 1970 810 S Broom StreetWareham, MA - 875 10,313 1,701 875 12,014 4,384 2002 1989 50 Indian Neck Rd.Whittier, CA 10,830 4,470 22,151 301 4,483 22,439 5,393 2010 1988 13250 E Philadelphia StWilkes-Barre, PA - 610 13,842 119 610 13,961 1,492 2011 1986 440 North River StreetWilkes-Barre, PA - 570 2,301 44 570 2,345 393 2011 1992 300 Courtright StreetWaukee, IA - 1,870 31,878 1,075 1,870 32,953 1,971 2012 2007 1650 SE Holiday Crest CircleWake Forest, NC - 200 3,003 1,742 200 4,745 1,863 1998 1999 611 S. Brooks St.Walkersville, MD - 1,650 15,103 - 1,650 15,103 1,107 2012 1997 56 West Frederick StreetWillard, OH - 730 6,447 - 730 6,447 478 2011 2012 1100 Neal ZickWall, NJ - 1,650 25,350 1,958 1,690 27,268 2,236 2011 2003 2021 Highway 35Williamsport, PA - 300 4,946 373 300 5,319 577 2011 1991 1251 Rural AvenueWilliamsport, PA - 620 8,487 438 620 8,925 1,011 2011 1988 1201 Rural AvenueWilmington, NC - 210 2,991 - 210 2,991 1,278 1999 1999 3501 Converse Dr.Wilmington, NC - 400 15,363 - 400 15,363 57 2014 2012 3828 Independence BlvdWilmington, NC - 610 6,575 - 610 6,575 29 2014 2011 3915 Stedwick CtWolverhampton, England - 1,986 8,432 - 1,986 8,432 320 2013 2011 378 Prestonwood RoadWestmoreland, TN - 330 1,822 2,640 330 4,462 1,736 2001 1994 1559 New Hwy. 52Williamstown, KY - 70 6,430 - 70 6,430 1,804 2005 1987 201 Kimberly LaneWinter Haven, FL - 710 10,038 - 710 10,038 141 2014 1979 650 North Lake Howard DriveBoonville, IN - 190 5,510 - 190 5,510 1,948 2002 2000 1325 N. Rockport Rd.Weston Super Mare, England - 3,178 8,908 - 3,178 8,908 335 2013 2011 141b Milton RoadWorcester, MA - 3,500 54,099 - 3,500 54,099 7,241 2007 2009 101 Barry RoadWorcester, MA - 2,300 9,060 - 2,300 9,060 1,598 2008 1993 378 Plantation St.Westford, MA - 920 13,829 206 920 14,034 1,497 2011 1993 3 Park DriveWestfield, NJ - 2,270 16,589 497 2,270 17,086 1,921 2011 1970 1515 Lamberts Mill RoadWinston-Salem, NC - 360 2,514 459 360 2,973 979 2003 1996 2980 Reynolda Rd.Westerville, OH - 740 8,287 3,105 740 11,392 7,518 1998 2001 690 Cooper Rd.Wichita, KS - 1,400 11,000 - 1,400 11,000 3,066 2006 1997 505 North Maize RoadWichita, KS - 1,760 19,007 - 1,760 19,007 1,518 2011 2012 10604 E 13th Street NorthWichita, KS 13,594 630 19,747 - 630 19,747 1,281 2012 2009 2050 North Webb RoadWeatherford, TX - 660 5,261 - 660 5,261 1,088 2006 2007 1818 Martin DriveWatchung, NJ - 1,920 24,880 633 1,967 25,466 2,168 2011 2000 680 Mountain BoulevardWetaskiwin, AB - 401 24,015 - 401 24,015 77 2014 2005 5430-37 A AvenueWhite Lake, MI 10,231 2,920 20,179 92 2,920 20,271 2,256 2010 2000 935 Union Lake RdWest Orange, NJ - 2,280 10,687 182 2,280 10,869 1,247 2011 1963 20 Summit StreetWillow Grove, PA - 1,300 14,736 109 1,300 14,845 1,654 2011 1905 1113 North Easton RoadWitherwack, England - 1,192 8,731 - 1,192 8,731 328 2013 2009 Whitchurch RoadWest Worthington, OH - 510 5,090 - 510 5,090 1,330 2006 1980 111 Lazelle Rd., E.Westworth Village, TX - 2,060 31,296 - 2,060 31,296 69 2014 2014 25 Leonard TrailWaxahachie, TX - 650 5,763 - 650 5,763 1,045 2007 2008 1329 Brown St.Wyncote, PA - 2,700 22,244 148 2,700 22,392 2,372 2011 1960 1245 Church RoadWyncote, PA - 1,610 21,256 214 1,610 21,470 2,170 2011 1962 8100 Washington LaneWyncote, PA - 900 7,811 32 900 7,843 827 2011 1889 240 Barker RoadYoungsville, NC - 380 10,694 - 380 10,694 38 2014 2013 100 Sunset DriveYork, England - 3,739 10,437 - 3,739 10,437 24 2014 2006 Rosetta Way, Boroughbridge RoadZionsville, IN - 1,610 22,400 1,691 1,610 24,091 2,636 2010 2009 11755 N Michigan Rd Seniors Housing Triple-NetTotal$593,414$900,397$9,683,752$365,636$912,535$10,037,249$1,262,419 110 111 Health Care REIT, Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2014 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements Cost CapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressSeniors housing operating: Albuquerque, NM$ 5,386$1,270$20,837$1,113$1,275$21,945$3,753 2010 1984 500 Paisano St NEActon, MA - - 31,346 443 3 31,786 2,441 2013 2000 10 Devon DriveAgawam, MA 6,560 880 10,044 253 896 10,281 1,747 2011 1996 153 Cardinal DriveAlhambra, CA (0) 600 6,305 841 600 7,146 920 2011 1923 1118 N. Stoneman Ave.Arlington, TX 21,858 1,660 37,395 493 1,660 37,888 5,390 2012 2000 1250 West Pioneer ParkwayArnprior, ON 747 940 6,771 570 940 7,341 897 2013 1991 15 Arthur StreetAtlanta, GA - 2,100 20,603 - 2,100 20,603 1,240 2014 2000 1000 Lenox Park Blvd NEAtlanta, GA - - - - - - - 2014 2007 650 Phipps Boulevard NEAustin, TX - 1,560 21,413 - 1,560 21,413 117 2014 2013 11330 Farrah LaneAvon, CT 19,313 1,550 30,571 1,211 1,580 31,753 6,425 2011 1998 101 Bickford ExtensionAzusa, CA - 570 3,141 6,356 570 9,497 2,076 1998 1953 125 W. Sierra Madre Ave.Bagshot, England - 6,263 37,667 - 6,263 37,667 4,873 2012 2009 14 - 16 London RoadBassett, England - 6,154 39,867 - 6,154 39,867 4,737 2013 2006 111 Burgess RoadBeaconsfield, England - 7,028 64,242 - 7,028 64,242 6,435 2013 2009 30-34 Station RoadBedford, NH - - - 33,076 2,527 30,549 2,591 2011 2012 5 Corporate DriveBeaconsfield, QC - 1,335 20,797 - 1,335 20,797 3,364 2013 2008 505 Elm AvenueBuffalo Grove, IL - 2,850 49,129 286 2,850 49,415 5,301 2012 2003 500 McHenry RoadBurlington, ON 16,014 1,559 22,733 - 1,559 22,733 2,785 2013 1990 500 Appleby LineBurlington, MA - 2,443 34,354 476 2,522 34,752 4,030 2013 2005 24 Mall RoadBorehamwood, England - 7,074 41,060 10,953 6,778 52,310 5,087 2012 2003 Edgwarebury LaneBuckingham, England - 3,762 17,455 - 3,762 17,455 - 2014 1883 Church StreetBasking Ridge, NJ - 2,356 37,710 355 2,356 38,065 3,839 2013 2002 404 King George RoadBloomfield Hills, MI - 2,000 35,662 319 2,000 35,980 3,640 2013 2009 6790 Telegraph RoadBroomfield, CO - 4,140 44,547 9,035 6,804 50,918 5,177 2013 2009 400 Summit BlvdBirmingham, England - 5 26,540 - 5 26,540 3,072 2013 2006 5 Church Road, EdgbastonBelmont, CA - 3,000 23,526 1,091 3,000 24,616 3,967 2011 1971 1301 Ralston AvenueBelmont, CA - - 35,300 541 - 35,841 3,975 2013 2002 1010 Alameda de Las PulgasChula Vista, CA - 2,072 22,163 421 2,072 22,584 2,273 2013 2003 3302 Bonita RoadBoulder, CO - 2,994 27,458 783 2,994 28,242 3,971 2013 2003 3955 28th StreetBraintree, MA 21,377 - 41,290 382 36 41,636 4,566 2013 2007 618 Granite StreetBurbank, CA - 4,940 43,466 424 4,940 43,891 5,946 2012 2002 455 E. Angeleno AvenueBrantford, ON - - - - - - 0 2012 1986 436 Powerline RoadBrighton, MA 10,529 2,100 14,616 437 2,109 15,044 2,606 2011 1995 50 Sutherland Road Brookfield, CT 19,681 2,250 30,180 620 2,262 30,788 5,350 2011 1999 246A Federal Road Basingstoke, England - 4,318 24,006 - 4,318 24,006 331 2014 2012 Grove RoadBanstead, England - 8,781 54,836 13,313 8,437 68,494 7,095 2012 2005 Croydon LaneBethesda, MD - - 45,309 390 - 45,698 4,807 2013 2009 8300 Burdett RoadBethesda, MD - - - 45 - 45 4 2013 2009 8300 Burdett RoadBethesda, MD - - - 101 - 101 4 2013 2009 8300 Burdett RoadBaton Rouge, LA 9,498 790 29,436 124 801 29,549 2,960 2013 2009 9351 Siegen LaneBellevue, WA - 2,800 19,004 824 2,800 19,828 2,714 2013 1998 15928 NE 8th StreetBlainville, QC - 2,478 10,568 - 2,478 10,568 2,091 2013 2008 50 des Chateaux BoulevardCalgary, AB 15,644 2,685 44,195 - 2,685 44,195 5,750 2013 2003 20 Promenade Way SECalgary, AB 18,011 3,319 48,797 - 3,319 48,797 5,883 2013 1998 80 Edenwold Drive NWCalgary, AB 14,214 3,709 46,309 - 3,709 46,309 5,481 2013 1998 150 Scotia Landing NWCalgary, AB 22,412 4,033 34,305 - 4,033 34,305 2,862 2013 1989 9229 16th Street SWCarol Stream, IL - 1,730 55,048 795 1,730 55,844 6,767 2012 2001 545 Belmont LaneCamberley, England - - (19) - - (19) (22) 2014 1957 Fernhill RoadCamberley, England 0 2,804 6,092 - 2,804 6,092 103 2014 1957 Fernhill RoadChurch Crookham, England - 3,271 17,962 - 3,271 17,962 1,129 2014 2014 Bourley RoadChicoutimi, QC - - - - - - (0) 2012 1989 1901 Des Roitelets StreetChicoutimi, QC - - - - - - 0 2012 1991 220 Don-Bosco StreetCardiff, England - 4,020 15,610 - 4,020 15,610 2,417 2013 2007 127 Cyncoed RoadCardiff by the Sea, CA 40,364 5,880 64,711 449 5,880 65,160 8,773 2011 2009 3535 Manchester AvenueChesterfield, MO - 1,857 48,366 353 1,857 48,720 4,388 2013 2001 1880 Clarkson RoadNorth Chelmsford, MA 11,956 880 18,478 524 890 18,993 2,737 2011 1998 2 Technology Drive Crystal Lake, IL - 875 12,461 757 875 13,217 1,736 2013 2001 751 E Terra Cotta AvenueCalabasas, CA - - 6,438 139 - 6,577 2,422 2013 1972 25100 Calabasas RoadClaremont, CA - 2,430 9,928 352 2,438 10,271 1,287 2013 2001 2053 North Towne AvenueConcord, NH 13,550 720 21,164 399 741 21,542 2,914 2011 2001 300 Pleasant Street Cohasset, MA - 2,485 26,147 891 2,485 27,038 2,824 2013 1998 125 King Street (Rt 3A)Cornwall, ON - - - - - - (0) 2012 1967 801 4th Street EastCoquitlam, BC 12,906 3,623 28,904 - 3,623 28,904 4,057 2013 1990 1142 Dufferin StreetCary, NC - 740 45,240 162 740 45,402 3,638 2013 2009 1206 West Chatham StreetColorado Springs, CO - 800 14,756 635 800 15,391 1,412 2013 2001 2105 University Park BoulevardCosta Mesa, CA - 2,050 19,969 247 2,050 20,216 3,319 2011 1965 350 West Bay StCenterville, MA - 1,300 27,357 372 1,301 27,728 3,891 2011 1998 22 Richardson RoadChorleywood, England - 7,094 53,317 - 7,094 53,317 6,035 2013 2007 High View, Rickmansworth RoadDallas, TX - 1,080 9,655 352 1,080 10,007 1,507 2011 1997 3611 Dickason AvenueDanvers, MA 9,503 1,120 14,557 467 1,129 15,015 2,326 2011 2000 1 Veronica Drive Davenport, IA - 1,403 35,893 2,334 1,444 38,186 5,548 2006 2009 4500 Elmore Ave.Dollard-Des-Ormeaux, QC - 2,328 17,169 - 2,328 17,169 3,423 2013 2008 4377 St. Jean BlvdDecatur, GA - 1,932 27,523 534 1,932 28,057 3,411 2013 1998 920 Clairemont AvenueDix Hills, NY - 3,808 39,014 328 3,808 39,342 4,345 2013 2003 337 Deer Park RoadDrummondville, QC - - - - - - (0) 2012 1986 540 Brouillard StreetDresher, PA 7,358 1,900 10,664 409 1,900 11,073 2,162 2013 2006 1650 Susquehanna RoadDublin, OH 18,178 1,680 43,423 3,828 1,724 47,207 7,701 2010 1990 6470 Post RdDenver, CO 12,745 1,450 19,389 625 1,455 20,010 2,293 2012 1997 4901 South Monaco StreetDenver, CO - 2,910 35,838 489 2,930 36,307 4,926 2012 2007 8101 E Mississippi AvenueEastbourne, England - 5,219 42,277 - 5,219 42,277 4,700 2013 2008 6 Upper Kings DriveEncino, CA - 5,040 46,255 567 5,040 46,821 5,911 2012 2003 15451 Ventura BoulevardEdgewater, NJ - 4,561 25,047 779 4,561 25,826 2,889 2013 2000 351 River RoadEdison, NJ - 1,892 32,314 726 1,892 33,040 5,771 2013 1996 1801 Oak Tree RoadEdmonton, AB 11,604 1,775 35,348 - 1,775 35,348 4,643 2013 1999 103 Rabbit Hill Court NWEdmonton, AB 14,893 2,460 43,842 - 2,460 43,842 6,049 2013 1968 10015 103rd Avenue NWEast Meadow, NY - 69 45,991 138 82 46,116 4,972 2013 2002 1555 Glen Curtiss BoulevardEncinitas, CA - 1,460 7,721 641 1,460 8,362 3,454 2000 1988 335 Saxony Rd.Escondido, CA 12,482 1,520 24,024 909 1,520 24,933 3,978 2011 1987 1500 Borden RdEsher, England - 7,275 60,625 - 7,275 60,625 5,634 2013 2006 42 Copsem LaneEast Setauket, NY - 4,920 37,354 369 4,929 37,713 3,975 2013 2002 1 Sunrise DriveEast Haven, CT 22,869 2,660 35,533 1,298 2,681 36,810 7,840 2011 2000 111 South Shore Drive Fairfield, NJ - 3,120 43,868 620 3,127 44,480 4,807 2013 1998 47 Greenbrook RoadFairfax, VA - 19 2,678 43 19 2,720 503 2013 1991 9207 Arlington BoulevardFranklin, MA 14,129 2,430 30,597 446 2,442 31,032 2,674 2013 1999 4 Forge Hill RoadFlossmoor, IL - 1,292 9,496 672 1,292 10,169 1,467 2013 2000 19715 Governors HighwayFareham, England - 4,300 22,743 - 4,300 22,743 468 2014 2012 Redlands LaneFrome, England - 3,435 18,756 - 3,435 18,756 311 2014 2012 Welshmill LaneFullerton, CA 12,999 1,964 19,989 307 1,964 20,296 2,328 2013 2008 2226 North Euclid StreetFort Worth, TX - 2,080 27,888 850 2,082 28,736 4,607 2012 2001 2151 Green Oaks RoadGahanna, OH - 772 11,214 948 779 12,155 1,043 2013 1998 775 East Johnstown RoadGuildford, England - 6,769 71,005 - 6,769 71,005 6,885 2013 2006 Astolat Way, PeasmarshGilroy, CA - 760 13,880 24,144 1,539 37,245 6,994 2006 2007 7610 Isabella WayGilbert, AZ 16,589 2,160 28,246 236 2,160 28,482 4,232 2013 2008 580 S. Gilbert RoadGlen Cove, NY - 4,594 35,236 992 4,594 36,228 4,949 2013 1998 39 Forest AvenueGlenview, IL - 2,090 69,288 848 2,090 70,136 8,258 2012 2001 2200 Golf RoadGreen Valley, AZ - - 0 - - 0 0 2014 2000 500 W Camino EncantoGrosse Pointe Woods, MI - 950 13,662 136 950 13,798 1,272 2013 2006 1850 Vernier RoadGrosse Pointe Woods, MI - 1,430 31,777 300 1,430 32,078 3,000 2013 2005 21260 Mack AvenueGatineau, QC - - - - - - (0) 2012 2007 250 St. Raymond BoulevardGuelph, ON - - - - - - (0) 2012 2005 1691 Gordon StreetGurnee, IL - 890 27,931 730 890 28,662 2,432 2013 2002 500 North Hunt Club RoadGolden Valley, MN 20,093 1,520 33,513 393 1,520 33,906 3,263 2013 2005 4950 Olson Memorial HighwayHolbrook, NY - 3,957 35,337 262 3,957 35,599 3,730 2013 2001 320 Patchogue Holbrook RoadHighland Park, IL - 2,250 25,313 232 2,259 25,536 3,531 2013 2005 1601 Green Bay RoadHuntington Beach, CA - 3,808 31,172 508 3,810 31,678 4,417 2013 2004 7401 Yorktown AvenueAltrincham, England - 5,685 29,221 2,045 5,347 31,604 3,580 2012 2009 295 Hale RoadHorley, England - 2,944 15,379 - 2,944 15,379 817 2014 2014 Court Lodge RoadHamden, CT 15,389 1,460 24,093 724 1,487 24,789 4,423 2011 1999 35 Hamden Hills Drive Hampshire, England - 5,268 32,516 - 5,268 32,516 3,356 2013 2006 22-26 Church RoadHenderson, NV - 880 29,809 90 880 29,899 3,253 2011 2009 1935 Paseo Verde ParkwayHenderson, NV 5,777 1,190 11,600 312 1,202 11,900 2,314 2013 2008 1555 West Horizon Ridge ParkwayHouston, TX - 3,830 55,674 4,074 3,830 59,749 8,533 2012 1998 2929 West Holcombe BoulevardHouston, TX 17,923 1,040 31,965 5,231 1,040 37,196 4,054 2012 1999 505 Bering DriveHouston, TX 7,719 960 27,598 1,244 960 28,842 4,278 2011 1995 10225 Cypresswood DrHove, England - 1,717 8,430 - 1,717 8,430 273 2014 1987 Furze HillIrving, TX - 1,030 6,823 767 1,030 7,590 1,482 2007 1999 8855 West Valley Ranch ParkwayJohns Creek, GA - 1,580 23,285 113 1,580 23,398 2,563 2013 2009 11405 Medlock Bridge RoadJonquière, QC - - - - - - (0) 2012 1990 3978 Harvey BoulevardKennebunk, ME - 2,700 30,204 1,705 2,973 31,636 4,969 2013 2006 One Huntington Common DriveKitchener, ON - 761 2,990 - 761 2,990 492 2013 1979 164 - 168 Ferfus AvenueKitchener, ON 5,683 1,348 11,779 - 1,348 11,779 1,577 2013 1988 20 Fieldgate StreetKitchener, ON 4,330 1,302 8,475 - 1,302 8,475 1,680 2013 1964 290 Queen Street SouthKelowna, BC 7,291 3,205 15,981 - 3,205 15,981 2,659 2013 1999 863 Leon AvenueCincinnati, OH - 2,060 109,388 4,202 2,060 113,590 12,750 2007 2010 5445 Kenwood RoadKingsville, ON - - - - - - (0) 2012 1990 240 Main Street EastKanata, ON - 1,955 36,314 - 1,955 36,314 5,428 2012 2005 70 Stonehaven DriveKingwood, TX 3,087 480 9,777 309 480 10,086 1,493 2011 1999 22955 Eastex FreewaySolihull, England - 6,402 54,129 - 6,402 54,129 6,457 2012 2009 1270 Warwick RoadKansas City, MO - 1,820 34,898 3,095 1,845 37,968 6,273 2010 1980 12100 Wornall RoadKansas City, MO 6,530 1,930 39,997 2,555 1,963 42,519 7,711 2010 1986 6500 North Cosby AveKirkland, WA 24,600 3,450 38,709 321 3,454 39,026 4,870 2011 2009 14 Main Street SouthLondon, England - 3,941 12,591 - 3,941 12,591 - 2014 2012 71 Hatch LaneLeawood, KS 15,886 2,490 32,493 695 5,617 30,061 4,718 2012 1999 4400 West 115th StreetLenexa, KS 9,925 826 26,251 275 826 26,527 3,086 2013 2006 15055 West 87th Street ParkwayLafayette Hill, PA - 1,750 11,848 1,164 1,789 12,973 2,004 2013 1998 429 Ridge PikeLongueuil, QC - - - - - - 0 2012 1986 3460 Chambly RoadLincroft, NJ - 9 19,958 622 9 20,580 2,090 2013 2002 734 Newman Springs RoadLombard, IL 17,168 2,130 59,943 215 2,130 60,158 5,310 2013 2009 2210 Fountain Square DrLondon, ON - - - - - - (0) 2012 2010 609 Wharncliff Road SouthLangley, BC - - - - - - 0 2012 2005 6676 203rd StreetLos Angeles, CA - - 11,430 996 - 12,426 1,824 2008 1971 330 North Hayworth AvenueLos Angeles, CA 65,431 - 114,438 782 - 115,219 16,608 2011 2009 10475 Wilshire BoulevardLos Angeles, CA - 3,540 19,007 503 3,540 19,510 2,292 2012 2001 2051 N. Highland AvenueLouisville, KY - 2,420 20,816 372 2,420 21,188 2,743 2012 1999 4600 Bowling BoulevardLouisville, KY 11,351 1,600 20,326 161 1,600 20,487 2,719 2013 2010 6700 Overlook DriveLa Palma, CA - 2,950 16,591 311 2,950 16,902 1,860 2013 2003 5321 La Palma AvenueLawrenceville, GA 16,177 1,500 29,003 208 1,508 29,202 3,241 2013 2008 1375 Webb Gin House RoadLynnfield, MA - 3,165 45,200 942 3,165 46,142 4,927 2013 2006 55 Salem StreetMansfield, MA 28,326 3,320 57,011 1,863 3,395 58,798 10,606 2011 1998 25 Cobb Street Mansfield, MA - - - - 0 - - 2011 1998 25 Cobb StreetMobberley, England - 6,497 33,425 - 6,497 33,425 5,408 2013 2007 Barclay Park, Hall LaneMarlboro, NJ - 2,222 14,888 366 2,222 15,254 1,860 2013 2002 3A South Main StreetMeriden, CT 9,381 1,500 14,874 510 1,525 15,360 3,612 2011 2001 511 Kensington Avenue Metairie, LA 13,456 725 27,708 254 725 27,962 2,596 2013 2009 3732 West Esplanade Ave. SMilford, CT 11,527 3,210 17,364 838 3,210 18,202 3,589 2011 1999 77 Plains Road Middletown, CT 15,451 1,430 24,242 554 1,439 24,786 4,604 2011 1999 645 Saybrook RoadMiddletown, RI 16,432 2,480 24,628 1,060 2,495 25,672 4,573 2011 1998 303 Valley Road Moose Jaw, SK 3,344 692 15,150 - 692 15,150 1,980 2013 2001 425 4th Avenue NWMarkham, ON 19,991 4,446 57,556 - 4,446 57,556 7,645 2013 1981 7700 Bayview AvenueMemphis, TN - 1,800 17,744 525 1,800 18,269 3,227 2012 1999 6605 Quail Hollow RoadMississauga, ON 11,074 1,909 21,371 - 1,909 21,371 2,755 2013 1984 1130 Bough Beeches BoulevardMississauga, ON 3,727 1,121 5,308 29 1,025 5,432 675 2013 1978 3051 Constitution BoulevardMinnetonka, MN 14,462 2,080 24,360 625 2,131 24,935 3,106 2012 1999 500 Carlson ParkwayMinnetonka, MN 16,532 920 29,344 233 920 29,577 2,664 2013 2006 18605 Old Excelsior Blvd.Montreal, QC - - - - - - 0 2012 2007 3000 Notre Dame StreetMonterey, CA - 6,440 29,101 318 6,440 29,419 3,190 2013 2009 1110 Cass St.Montgomery Village, MD - 3,530 18,246 1,421 3,544 19,653 3,819 2013 1993 19310 Club House RoadMalvern, PA - 1,651 17,194 996 1,653 18,188 3,163 2013 1998 324 Lancaster AvenueMystic, CT 11,527 1,400 18,274 541 1,427 18,787 3,139 2011 2001 20 Academy Lane MysticNorth Andover, MA 22,685 1,960 34,976 748 1,983 35,702 5,781 2011 1995 700 Chickering Road Newton, MA 27,958 2,250 43,614 370 2,260 43,975 6,946 2011 1996 2300 Washington StreetNewton, MA 16,177 2,500 30,681 1,549 2,507 32,223 5,458 2011 1996 280 Newtonville Avenue Newton, MA - 3,360 25,099 888 3,376 25,971 4,715 2011 1994 430 Centre StreetNiantic, CT - 1,320 25,986 4,022 1,331 29,997 3,789 2011 2001 417 Main StreetNewmarket, ON - - - - - - (0) 2012 1990 197 Prospect StreetNaperville, IL - 1,540 28,204 390 1,540 28,594 3,322 2013 2002 535 West Ogden AvenueNashville, TN - 3,900 35,788 493 3,900 36,281 5,856 2012 1999 4206 Stammer PlaceNewtown Square, PA - 1,930 14,420 394 1,941 14,803 2,772 2013 2004 333 S. Newtown Street Rd.North Tustin, CA - 2,880 18,059 201 2,880 18,260 1,514 2013 2000 12291 Newport AvenueNewmarket, England - 5,141 13,478 - 5,141 13,478 80 2014 2011 Jeddah WayOakland, CA - 3,877 47,508 701 3,877 48,208 5,383 2013 1999 11889 Skyline BoulevardOshawa, ON 4,005 1,002 8,895 - 1,002 8,895 1,250 2013 1991 649 King Street EastOakton, VA - 2,250 37,576 1,137 2,252 38,710 3,902 2013 1997 2863 Hunter Mill RoadOak Park, IL - 1,250 40,383 422 1,250 40,806 5,100 2012 2004 1035 Madison StreetOakville, ON 1,819 1,622 8,357 10 1,494 8,494 1,156 2013 1982 289 and 299 Randall StreetOakville, ON 12,660 2,539 35,287 - 2,539 35,287 5,000 2013 1994 25 Lakeshore Road WestOakville, ON 6,596 1,516 16,093 - 1,516 16,093 1,759 2013 1988 345 Church StreetOceanside, CA 12,714 2,160 18,352 811 2,193 19,130 3,363 2011 2005 3500 Lake BoulevardOttawa, ON - - - - - - 0 2012 1983 1344 Belcourt BoulevardOttawa, ON 3,658 895 4,998 476 809 5,560 713 2013 1995 1345 Ogilvie RoadOttawa, ON - 818 2,165 1,572 753 3,803 520 2013 1993 370 Kennedy LaneOttawa, ON 13,292 3,351 32,372 - 3,351 32,372 5,237 2013 1998 43 Aylmer AvenueOttawa, ON 5,852 1,329 11,519 - 1,329 11,519 1,179 2013 1998 1351 Hunt Club RoadOttawa, ON 4,292 959 9,029 47 887 9,148 1,137 2013 1999 140 Darlington PrivateOverland Park, KS 3,533 1,540 16,269 813 1,678 16,945 1,862 2012 1998 9201 FosterParamus, NJ - 2,840 35,728 761 2,845 36,484 3,491 2013 1998 567 Paramus RoadPalo Alto, CA 17,129 - 39,639 627 - 40,267 4,188 2013 2007 2701 El Camino RealPointe-aux-Trembles, QC - - - - - - (0) 2012 1951 3478 32nd avenuePeabody, MA 6,446 - - 18,543 2,200 16,343 264 2013 1994 73 Margin StreetPembroke, ON - 2,234 11,894 - 2,234 11,894 1,760 2012 1999 1111 Pembroke Street WestPlano, TX 4,167 840 8,538 659 840 9,197 1,655 2011 1996 5521 Village Creek DrPlano, TX 29,228 3,120 59,950 276 3,120 60,226 6,807 2013 2006 4800 West Parker RoadPlainview, NY - 3,066 19,901 208 3,071 20,104 1,811 2013 2001 1231 Old Country RoadProvidence, RI - 2,600 27,546 844 2,639 28,351 6,482 2011 1998 700 Smith StreetPittsburgh, PA - 1,580 18,017 245 1,580 18,262 2,342 2013 2009 900 Lincoln Club Dr.Pointe-Claire, QC - - - - - - (0) 2012 1985 230 Hymus BoulevardPurley, England - 9,676 35,251 8,450 9,279 44,098 5,882 2012 2005 21 Russell Hill RoadPlaya Vista, CA - 1,580 40,531 481 1,580 41,012 4,541 2013 2006 5555 Playa Vista DriveQuebec City, QC - - - - - - (0) 2012 1996 545 Francis-Byrne StreetQuebec City, QC - - - - - - 0 2012 1988 1217 route de l'EgliseQuebec City, QC - - - - - - (0) 2012 2008 2321 del la CanardièreQuincy, MA - 1,350 12,584 445 1,374 13,005 2,296 2011 1998 2003 Falls BoulevardRancho Cucamonga, CA - 1,480 10,055 304 1,487 10,351 1,536 2013 2001 9519 Baseline RoadRandolph, NJ - 1,540 46,934 238 1,540 47,172 4,896 2013 2006 648 Route 10 WestRedondo Beach, CA - - 9,557 197 - 9,754 3,088 2011 1957 514 North Prospect AveRegina, SK 8,696 1,771 25,011 - 1,771 25,011 3,179 2013 1999 3651 Albert StreetRegina, SK 8,332 1,482 24,918 - 1,482 24,918 2,768 2013 2004 3105 Hillsdale StreetRocky Hill, CT 10,423 810 16,351 232 838 16,556 2,583 2011 2000 1160 Elm StreetRomeoville, IL - 854 12,646 58,777 6,150 66,127 8,715 2006 2010 605 S Edward Dr.Renton, WA 21,945 3,080 51,824 241 3,080 52,065 6,477 2011 2007 104 Burnett Avenue SouthRancho Palos Verdes, CA - 5,450 60,034 529 5,450 60,563 7,472 2012 2004 5701 Crestridge RoadRoseville, MN - 1,540 35,877 354 1,585 36,186 3,344 2013 2002 2555 Snelling Avenue, NorthRoswell, GA - 2,080 6,486 326 2,380 6,512 1,067 2012 1997 75 Magnolia StreetSacramento, CA - 1,300 23,394 256 1,304 23,646 2,274 2013 2004 345 Munroe StreetSalem, NH 20,907 980 32,721 566 1,048 33,218 4,725 2011 2000 242 Main StreetSt. Albert, AB 10,979 1,365 21,172 - 1,365 21,172 1,387 2014 2005 78C McKenney AvenueSeal Beach, CA - 6,204 72,954 689 6,208 73,639 11,648 2013 2004 3850 Lampson AvenueBournemouth, England - 6,979 53,622 - 6,979 53,622 4,774 2013 2008 42 Belle Vue RoadScarborough, ON - - - - - - 0 2012 1965 65 Livingston RoadSwift Current, SK 2,981 569 11,821 - 569 11,821 1,469 2013 2001 301 Macoun DriveScottsdale, AZ - 2,500 3,890 1,133 2,500 5,023 921 2008 1998 9410 East Thunderbird RoadSun City West, AZ 12,478 1,250 21,778 720 1,250 22,498 2,287 2012 1998 13810 West Sandridge DriveStudio City, CA - 4,006 25,307 361 4,017 25,657 3,555 2013 2004 4610 Coldwater Canyon AvenueSan Diego, CA - 4,200 30,707 116 4,200 30,823 2,473 2011 2011 2567 Second AvenueSan Diego, CA - 5,810 63,078 541 5,810 63,619 10,073 2012 2001 13075 Evening Creek Drive SSan Diego, CA - 3,000 27,164 271 3,000 27,434 2,449 2013 2003 810 Turquoise StreetSan Diego, CA - - 0 - - 0 - 2014 2003 11588 Via Rancho San DiegoSandy Springs, GA - 2,214 8,360 265 2,220 8,619 1,507 2012 1997 5455 Glenridge Drive NESeattle, WA 48,540 6,790 85,369 1,274 6,792 86,641 11,031 2011 2009 5300 24th Avenue NESan Gabriel, CA - 3,120 15,566 335 3,120 15,901 1,825 2013 2005 8332 Huntington DriveSchaumburg, IL - 2,460 22,863 599 2,471 23,451 3,195 2013 2001 790 North Plum Grove RoadShelburne, VT 19,865 720 31,041 1,199 756 32,204 4,211 2011 1988 687 Harbor RoadSidcup, England - 9,773 56,163 13,642 9,365 70,213 10,379 2012 2000 Frognal AvenueSan Juan Capistrano, CA - 1,390 6,942 956 1,390 7,898 2,737 2000 2001 30311 Camino CapistranoSt-Jerome, QC - - - - - - 0 2012 1997 475 AubrySpokane, WA - 3,200 25,064 223 3,200 25,287 3,698 2013 2001 3117 E. Chaser LaneSpokane, WA - 2,580 25,342 100 2,580 25,442 3,501 2013 1999 1110 E. Westview Ct.Stockport, England - 5,516 31,307 - 5,516 31,307 4,465 2013 2008 1 Dairyground RoadSalt Lake City, UT - 1,360 19,691 590 1,360 20,281 4,418 2011 1986 1430 E. 4500 S.Santa Monica, CA 20,302 5,250 28,340 352 5,250 28,693 2,958 2013 2004 1312 15th StreetSonning, England - 7,099 53,058 - 7,099 53,058 5,801 2013 2009 Old Bath Rd.San Jose, CA - 2,850 35,098 158 2,850 35,256 4,353 2011 2009 1420 Curvi DriveSan Jose, CA - 3,280 46,823 557 3,280 47,379 5,789 2012 2002 500 S Winchester BoulevardSunnyvale, CA - 5,420 41,682 436 5,420 42,118 5,573 2012 2002 1039 East El Camino RealSolihull, England - 4,510 32,605 - 4,510 32,605 4,020 2013 2007 1 Worcester WaySurrey, BC - - - - - - 0 2012 1989 13853 102nd AvenueSurrey, BC 8,833 4,298 21,938 - 4,298 21,938 4,286 2013 2000 16028 83rd AvenueSurrey, BC 4,182 5,431 26,369 - 5,431 26,369 4,637 2013 1987 15501 16th AvenueSalisbury, England - 3,435 19,365 - 3,435 19,365 220 2014 2013 Shapland CloseSaskatoon, SK 5,365 1,168 16,235 - 1,168 16,235 1,631 2013 1999 220 24th Street EastSaskatoon, SK 12,366 1,647 20,530 - 1,647 20,530 2,096 2013 2004 1622 Acadia DriveStittsville, ON 5,946 1,529 17,762 2,581 1,402 20,470 2,075 2013 1996 1340 - 1354 Main StreetSanta Maria, CA - 6,050 50,658 584 6,063 51,229 9,445 2011 2001 1220 Suey RoadShelby Township, MI 16,789 1,040 26,344 316 1,093 26,607 2,539 2013 2006 46471 Hayes RoadSugar Land, TX 5,460 960 31,423 1,240 960 32,662 5,389 2011 1996 1221 Seventh StSevenoaks, England - 7,804 50,524 - 7,804 50,524 6,799 2012 2009 64 - 70 Westerham RoadSimi Valley, CA - 3,200 16,664 287 3,200 16,951 2,728 2013 2009 190 Tierra Rejada RoadSouth Windsor, CT - 3,000 29,295 1,185 3,052 30,429 5,686 2011 1999 432 Buckland RoadSuwanee, GA - 1,560 11,538 422 1,560 11,960 1,742 2012 2000 4315 Johns Creek ParkwaySway, England - 5,234 19,285 - 5,234 19,285 322 2014 2008 Sway PlaceTacoma, WA 18,640 2,400 35,053 143 2,446 35,150 4,399 2011 2008 7290 Rosemount CircleTucson, AZ 4,698 830 6,179 3,305 830 9,484 804 2012 1997 5660 N. Kolb RoadTucson, AZ - - 0 - - 0 - 2014 1999 6231 N Montebella RoadToledo, OH 15,741 2,040 47,129 1,454 2,144 48,478 9,208 2010 1985 3501 Executive ParkwayToronto, ON - - - - - - 0 2012 1990 10 SenlacToronto, ON 1,901 1,287 6,247 - 1,287 6,247 680 2013 1982 25 Centennial Park RoadToronto, ON 10,411 2,998 23,165 - 2,998 23,165 1,797 2013 2002 305 Balliol StreetToronto, ON 22,708 4,055 38,437 - 4,055 38,437 5,038 2013 1973 1055 and 1057 Don Mills RoadToronto, ON 1,480 1,767 2,730 373 1,622 3,248 879 2013 1985 3705 Bathurst StreetToronto, ON 2,399 1,851 3,785 589 1,726 4,499 734 2013 1987 1340 York Mills RoadToronto, ON 40,022 6,321 62,703 - 6,321 62,703 8,315 2013 1988 8 The Donway EastTrumbull, CT 24,647 2,850 37,685 747 2,906 38,376 6,994 2011 1998 2750 Reservoir Avenue Tustin, CA 6,827 840 15,299 142 840 15,442 2,087 2011 1965 240 East 3rd StTulsa, OK 6,129 1,330 21,285 1,108 1,350 22,373 3,860 2010 1986 8887 South Lewis AveTulsa, OK 8,010 1,500 20,861 974 1,515 21,820 4,159 2010 1984 9524 East 71st StUpper St Claire, PA - 1,102 13,455 406 1,102 13,861 1,999 2013 2005 500 Village DriveVirginia Water, England - 7,106 29,937 7,313 6,823 37,534 4,708 2012 2002 Christ Church RoadVankleek Hill, ON 1,414 435 3,448 - 435 3,448 554 2013 1987 48 Wall StreetVictoria, BC - 3,189 16,793 - 3,189 16,793 2,708 2012 2002 2638 Ross LaneVictoria, BC 9,277 3,405 21,327 - 3,405 21,327 3,221 2013 1974 3000 Shelbourne StreetVictoria, BC 8,553 4,359 18,642 - 4,359 18,642 2,889 2013 1988 3051 Shelbourne StreetVictoriaville, QC - - - - - - 0 2012 1990 222 Notre Dame WestWarwick, RI 15,941 2,400 24,635 859 2,407 25,487 5,498 2011 1998 75 Minnesota Avenue Wayland, MA - 1,207 27,462 864 1,307 28,226 3,064 2013 1997 285 Commonwealth RoadWest Babylon, NY - 3,960 47,085 261 3,960 47,346 4,438 2013 2003 580 Montauk HighwayWest Bloomfield, MI - 1,040 12,300 345 1,040 12,646 1,411 2013 2000 7005 Pontiac TrailWaterbury, CT 24,709 2,460 39,547 950 2,495 40,462 10,223 2011 1998 180 Scott Road Woodland Hills, CA - 3,400 20,478 377 3,406 20,849 2,797 2013 2005 20461 Ventura BoulevardThe Woodlands, TX 2,477 480 12,379 205 480 12,584 1,892 2011 1999 7950 Bay Branch DrWeybridge, England - 9,954 60,475 - 9,954 60,475 8,851 2013 2008 Ellesmere RoadWilmington, DE - 1,040 23,338 405 1,040 23,743 2,618 2013 2004 2215 Shipley StreetWest Hills, CA - 2,600 7,521 315 2,600 7,836 1,565 2013 2002 9012 Topanga Canyon RoadWhite Oak, MD - 2,304 24,768 574 2,304 25,342 2,376 2013 2002 11621 New Hampshire AvenueWilbraham, MA 11,159 660 17,639 546 663 18,182 2,796 2011 2000 2387 Boston Road Walnut Creek, CA - 3,700 12,467 724 3,723 13,169 2,234 2013 1998 2175 Ygnacio Valley RoadWolverhampton, England - 3,708 10,876 - 3,708 10,876 2,217 2013 2008 73 Wergs RoadWinchester, England - 7,587 36,990 - 7,587 36,990 4,347 2012 2010 Stockbridge RoadWindsor, ON - - - - - - 0 2012 1988 590 Grand Marais Road EastWinnipeg, MB 16,462 2,335 45,398 - 2,335 45,398 6,374 2013 1999 857 Wilkes AvenueWinnipeg, MB 9,630 1,516 25,633 - 1,516 25,633 3,092 2013 1988 3161 Grant AvenueWoodbridge, CT - 1,370 14,219 776 1,391 14,974 3,689 2011 1998 21 Bradley RoadWorcester, MA 13,979 1,140 21,664 621 1,152 22,273 3,422 2011 1999 340 May Street Washington, DC 32,699 4,000 69,154 439 4,000 69,593 7,335 2013 2004 5111 Connecticut Avenue NWWestbourne, England - 6,858 51,920 - 6,858 51,920 5,870 2013 2006 16-18 Poole RoadWeston, MA - 1,160 6,200 447 1,160 6,647 535 2013 1998 135 North AvenueWest Vancouver, BC 23,475 9,128 32,217 105 8,421 33,028 4,501 2013 1987 2095 Marine DriveWeymouth, England 0 3,271 21,011 - 3,271 21,011 235 2014 2013 Cross RoadYarmouth, ME 17,412 450 27,711 381 456 28,086 4,026 2011 1999 27 Forest Falls DriveYorkton, SK 4,172 552 10,218 - 552 10,218 1,252 2013 2001 94 Russell DriveYonkers, NY - 3,962 50,107 356 3,967 50,459 5,226 2013 2005 65 Crisfield Street Seniors Housing OperatingTotal$ 1,654,531$773,492$8,293,454$348,816$788,969$8,626,789$1,110,393 112 113 Health Care REIT, Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2014 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements Cost CapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressMedical Facilities: Akron, OH$ -$821$12,105$-$821$12,105$1,086 2012 2010 701 White Pond DriveAllen, TX 12,080 726 14,196 - 726 14,196 2,325 2012 2006 1105 N Central ExpresswayAlpharetta, GA - 773 18,902 - 773 18,902 2,978 2011 1993 3400-A Old Milton ParkwayAlpharetta, GA - 1,769 36,256 - 1,769 36,256 6,603 2011 1999 3400-C Old Milton ParkwayAlpharetta, GA - 476 14,757 - 476 14,757 2,515 2011 2003 11975 Morris RoadAlpharetta, GA - 1,862 - - 1,862 - - 2011 1900 940 North Point ParkwayAlpharetta, GA - 548 17,103 - 548 17,103 3,361 2011 2007 3300 Old Milton ParkwayArcadia, CA - 5,408 23,219 2,636 5,618 25,644 6,927 2006 1984 301 W. Huntington DriveArlington, TX - 82 18,243 - 82 18,243 274 2012 2012 902 W. Randol Mill RoadAtlanta, GA - 4,931 18,720 4,611 5,348 22,914 7,351 2006 1991 755 Mt. Vernon Hwy.Atlanta, GA 17,260 1,947 24,248 - 1,947 24,248 2,989 2012 1984 975 Johnson Ferry RoadAtlanta, GA 26,086 - 43,425 - - 43,425 7,248 2012 2006 5670 Peachtree-Dunwoody RoadBartlett, TN 7,895 187 15,015 1,619 187 16,634 4,657 2007 2004 2996 Kate Bond Rd.Bellevue, NE - - 16,680 - - 16,680 2,780 2010 2010 2510 Bellevue Medical Center DriveBettendorf, IA - - 7,110 - - 7,110 30 2013 2014 2140 53rd AvenueBirmingham, AL - 52 10,201 - 52 10,201 2,826 2006 1971 801 Princeton Avenue SWBirmingham, AL - 124 12,492 - 124 12,492 3,287 2006 1985 817 Princeton Avenue SWBirmingham, AL - 476 19,864 - 476 19,864 5,231 2006 1989 833 Princeton Avenue SWBoardman, OH - 80 12,165 - 80 12,165 2,489 2010 2007 8423 Market StBoca Raton, FL - 109 34,002 2,278 214 36,175 9,947 2006 1995 9970 S. Central Park Blvd.Boca Raton, FL - 31 12,312 - 31 12,312 1,451 2012 1993 9960 S. Central Park BoulevardBoerne, TX - 50 13,541 - 50 13,541 2,436 2011 2007 134 Menger Springs RoadBoynton Beach, FL - 2,048 7,692 502 2,048 8,194 2,745 2006 1995 8188 Jog Rd.Boynton Beach, FL - 2,048 7,403 1,078 2,048 8,480 2,564 2006 1997 8200 Jog RoadBoynton Beach, FL 5,650 214 5,611 7,919 117 13,627 3,601 2007 1996 10075 Jog Rd.Boynton Beach, FL 26,001 13,324 40,369 - 13,324 40,369 3,152 2013 1995 10301 Hagen Ranch RoadBradenton, FL - 1,184 9,799 - 1,184 9,799 220 2014 1975 315 75th Street WestBradenton, FL - 1,035 4,298 - 1,035 4,298 107 2014 2006 7005 Cortez Road WestBridgeton, MO 10,670 450 21,272 - 450 21,272 4,139 2010 2006 12266 DePaul DrBurleson, TX - 10 12,611 - 10 12,611 1,885 2011 2007 12001 South FreewayBurnsville, MN - - 32,168 - - 32,168 337 2013 2014 14101 Fairview DrCarmel, IN - 2,280 19,238 - 2,280 19,238 4,264 2011 2005 12188-A North Meridian StreetCarmel, IN - 2,026 21,559 - 2,026 21,559 5,597 2011 2007 12188-B North Meridian StreetCastle Rock, CO - 80 13,004 - 80 13,004 346 2014 2013 2352 Meadows BoulevardCedar Grove, WI - 113 618 - 113 618 109 2010 1986 313 S. Main St.Charleston, SC - 2,773 25,928 - 2,773 25,928 601 2014 2009 325 Folly RoadCincinnati, OH - - 17,880 - - 17,880 750 2012 2013 3301 Mercy West BoulevardClaremore, OK 7,873 132 12,829 406 132 13,236 3,898 2007 2005 1501 N. Florence Ave.Clarkson Valley, MO - - 35,592 - - 35,592 6,773 2009 2010 15945 Clayton RdClear Lake, TX - - 14,027 - - 14,027 117 2013 2014 1010 South Ponds DriveColumbia, MD - 2,291 19,841 - 2,291 19,841 1,974 2012 2002 10700 Charter DriveColumbus, OH - 415 7,646 - 415 7,646 1,375 2012 1994 750 Mt. Carmel MallCoon Rapids, MN - - 26,679 - - 26,679 894 2013 2014 11850 Blackfoot Street NWCoral Springs, FL - 1,598 10,627 1,276 1,636 11,865 4,092 2006 1992 1725 N. University Dr.Dade City, FL - 1,211 5,511 - 1,211 5,511 680 2011 1998 13413 US Hwy 301Dallas, TX 14,247 137 28,690 2,150 137 30,841 8,751 2006 1995 9330 Poppy Dr.Dallas, TX 28,450 462 52,488 - 462 52,488 5,173 2012 2004 7115 Greenville AvenueDayton, OH - 730 6,937 - 730 6,937 1,342 2011 1988 1530 Needmore RoadDeerfield Beach, FL - 2,408 7,809 - 2,408 7,809 1,943 2011 2001 1192 East Newport Center DriveDelray Beach, FL - 1,882 34,767 5,402 2,064 39,987 12,678 2006 1985 5130-5150 Linton Blvd.Durham, NC - 1,212 22,858 - 1,212 22,858 792 2013 2012 1823 Hillandale RoadEdina, MN - 310 15,132 - 310 15,132 2,572 2010 2003 8100 W 78th StEl Paso, TX 9,558 677 17,075 2,045 677 19,120 6,157 2006 1997 2400 Trawood Dr.Everett, WA - 4,842 26,010 - 4,842 26,010 3,806 2010 2011 13020 Meridian Ave. S.Fayetteville, GA - 959 7,540 768 986 8,281 2,485 2006 1999 1275 Hwy. 54 W.Fenton, MO 11,880 958 27,485 - 958 27,485 1,594 2013 2009 1011 Bowles AvenueFenton, MO 5,733 369 13,911 - 369 13,911 555 2013 2009 1055 Bowles AvenueFlower Mound, TX - 4,164 27,529 - 4,164 27,529 144 2014 2012 4370 Medical Arts DriveFlower Mound, TX - 5,980 - - 5,980 - - 2014 1900 Medical Arts DriveFort Wayne, IN 16,378 1,105 22,836 - 1,105 22,836 2,090 2012 2004 7916 Jefferson BoulevardFort Worth, TX - 462 26,020 - 462 26,020 399 2012 2012 10840 Texas Health TrailFort Worth, TX - 401 6,099 - 401 6,099 51 2014 2007 7200 Oakmont BoulevardFranklin, TN - 2,338 12,138 2,074 2,338 14,212 3,865 2007 1988 100 Covey DriveFranklin, WI 5,061 6,872 7,550 - 6,872 7,550 1,398 2010 1984 9200 W. Loomis Rd.Frisco, TX - - 18,635 1,164 - 19,799 5,186 2007 2004 4401 Coit RoadFrisco, TX - - 15,309 2,112 - 17,421 5,281 2007 2004 4461 Coit RoadGallatin, TN - 20 21,801 - 20 21,801 4,600 2010 1997 300 Steam Plant RdGermantown, TN - 3,049 12,456 737 3,049 13,193 3,655 2006 2002 1325 Wolf Park DriveGlendale, CA - 37 18,398 744 37 19,142 4,717 2007 2002 222 W. Eulalia St.Grand Prairie, TX - 981 6,086 - 981 6,086 884 2012 2009 2740 N State Hwy 360Grapevine, TX 5,548 - 5,943 - - 5,943 - 2014 2002 2040 W State Hwy 114Grapevine, TX 10,044 - 22,557 - - 22,557 - 2014 2002 2020 W State Hwy 114Green Bay, WI 7,635 - 14,891 - - 14,891 2,435 2010 2002 2253 W. Mason St.Green Bay, WI - - 20,098 - - 20,098 3,224 2010 2002 2845 Greenbrier RoadGreen Bay, WI - - 11,696 - - 11,696 2,606 2010 2002 2845 Greenbrier RoadGreeneville, TN - 970 10,131 - 970 10,131 1,918 2010 2005 438 East Vann RdGreenwood, IN - 8,316 26,384 - 8,316 26,384 2,648 2012 2010 1260 Innovation ParkwayGreenwood, IN - 1,262 7,045 - 1,262 7,045 128 2014 2010 333 E County Line RoadGrenwood, IN - 2,098 21,538 - 2,098 21,538 252 2014 2013 3000 S State Road 135Harker Heights, TX - 1,907 3,575 - 1,907 3,575 209 2011 2012 E Central Texas ExpresswayHigh Point, NC - 2,659 29,069 - 2,659 29,069 2,345 2012 2010 4515 Premier DriveHighland, IL - - 8,834 - - 8,834 400 2012 2013 12860 Troxler AvenueHouston, TX - 10,403 - - 10,403 - 1 2011 1900 15655 Cypress Woods Medical DriveHouston, TX - 5,837 33,128 - 5,837 33,128 4,677 2012 2005 15655 Cypress Woods Medical DriveHouston, TX - 3,688 13,313 - 3,688 13,313 1,318 2012 2007 10701 Vintage Preserve ParkwayHouston, TX - 3,102 32,323 - 3,102 32,323 420 2014 2014 1900 N Loop W FreewayHouston, TX 14,000 378 31,932 - 378 31,932 4,534 2012 1981 18100 St John DriveHouston, TX - 156 10,617 - 156 10,617 1,461 2012 1986 2060 Space Park DriveHouston, TX - - - 58,173 12,815 45,359 4,159 2012 1998 2727 W Holcombe BoulevardHudson, OH - 2,587 13,720 - 2,587 13,720 1,695 2012 2006 5655 Hudson DriveHumble, TX - - 10,358 - - 10,358 43 2013 2014 8233 N. Sam Houston Parkway E.Jackson, MI - 607 17,367 - 607 17,367 1,015 2013 2009 1201 E Michigan AvenueJupiter, FL 6,655 2,252 11,415 463 2,252 11,878 3,426 2006 2001 550 Heritage Dr.Jupiter, FL - 2,825 5,858 413 2,825 6,271 2,027 2007 2004 600 Heritage Dr.Katy, TX - 1,099 1,604 - 1,099 1,604 286 2012 1986 21660 Kingsland BlvdKenosha, WI 8,312 - 18,058 - - 18,058 2,891 2010 1993 10400 75th St.Killeen, TX - 760 22,878 - 760 22,878 3,975 2010 2010 2405 Clear Creek RdKyle, TX - 2,569 14,384 - 2,569 14,384 407 2014 2011 135 Bunton RoadLa Quinta, CA - 3,266 22,066 - 3,266 22,066 415 2014 2006 47647 Caleo Bay DriveLake St Louis, MO - 240 14,249 - 240 14,249 2,693 2010 2008 400 Medical DrLakeway, TX - 2,801 - - 2,801 - - 2007 1900 Lohmans Crossing RoadLakewood, CA - 146 14,885 1,732 146 16,617 4,188 2006 1993 5750 Downey Ave.Lakewood, WA 7,242 72 16,058 - 72 16,058 1,247 2012 2005 11307 Bridgeport Way SWLas Vegas, NV - 2,319 4,612 1,021 2,319 5,632 1,722 2006 1991 2870 S. Maryland Pkwy.Las Vegas, NV - 74 15,287 1,022 74 16,310 4,510 2006 2000 1815 E. Lake Mead Blvd.Las Vegas, NV - 433 6,921 212 433 7,133 2,166 2007 1997 1776 E. Warm Springs Rd.Las Vegas, NV - 6,127 - - 6,127 - - 2007 1900 SW corner of Deer Springs Way and Riley StreetLenexa, KS - 540 17,926 - 540 17,926 2,622 2010 2008 23401 Prairie Star PkwyLenexa, KS - 100 14,364 - 100 14,364 328 2013 2013 23351 Prairie Star ParkwayLincoln, NE - 1,420 29,723 - 1,420 29,723 6,423 2010 2003 575 South 70th StLos Alamitos, CA - 39 18,635 1,141 39 19,776 5,018 2007 2003 3771 Katella Ave.Los Gatos, CA - 488 22,386 1,402 488 23,787 7,422 2006 1993 555 Knowles Dr.Loxahatchee, FL - 1,637 5,048 909 1,719 5,875 1,752 2006 1997 12977 Southern Blvd.Loxahatchee, FL - 1,340 6,509 472 1,345 6,976 1,993 2006 1993 12989 Southern Blvd.Loxahatchee, FL - 1,553 4,694 1,057 1,650 5,654 1,561 2006 1994 12983 Southern Blvd.Marinette, WI 6,576 - 13,538 - - 13,538 2,607 2010 2002 4061 Old Peshtigo Rd.Melbourne, FL - 3,439 50,461 - 3,439 50,461 1,053 2014 2009 2222 South Harbor City BoulevardMerced, CA - - 14,699 - - 14,699 2,691 2009 2010 315 Mercy Ave.Merriam, KS - 1,226 25,099 - 1,226 25,099 1,265 2013 2009 9301 West 74th StreetMerriam, KS - 176 8,005 - 176 8,005 2,066 2011 1972 8800 West 75th StreetMerriam, KS - 81 3,849 - 81 3,849 732 2011 1980 7301 Frontage StreetMerriam, KS - 336 13,318 - 336 13,318 3,022 2011 1977 8901 West 74th StreetMerriam, KS 14,689 182 8,144 - 182 8,144 1,722 2011 1985 9119 West 74th StreetMerrillville, IN - - 22,134 439 - 22,573 4,326 2008 2006 101 E. 87th Ave.Mesa, AZ - 1,558 9,561 406 1,558 9,966 3,338 2008 1989 6424 East Broadway RoadMesquite, TX - 496 3,834 - 496 3,834 364 2012 2012 1575 I-30Milwaukee, WI 3,460 540 8,457 - 540 8,457 1,464 2010 1930 1218 W. Kilbourn Ave.Milwaukee, WI 9,178 1,425 11,520 - 1,425 11,520 2,601 2010 1962 3301-3355 W. Forest Home Ave.Milwaukee, WI 2,296 922 2,185 - 922 2,185 617 2010 1958 840 N. 12th St.Milwaukee, WI 19,208 - 44,535 - - 44,535 6,974 2010 1983 2801 W. Kinnickinnic Pkwy.Mission Hills, CA 25,500 - 42,276 - - 42,276 265 2014 1986 11550 Indian Hills RoadMoline, IL - - 8,783 - - 8,783 250 2012 2013 3900 28th Avenue DriveMonticello, MN 8,860 61 18,489 - 61 18,489 1,324 2012 2008 1001 Hart BoulevardMoorestown, NJ - - 50,927 - - 50,927 4,272 2011 2012 401 Young AvenueMorrow, GA - 818 8,064 234 845 8,270 2,848 2007 1990 6635 Lake DriveMount Juliet, TN 3,524 1,566 11,697 1,099 1,566 12,796 3,818 2007 2005 5002 Crossings CircleMount Vernon, IL - - 24,892 - - 24,892 2,150 2011 2012 4121 Veterans Memorial DrMurrieta, CA - - 47,190 - - 47,190 8,677 2010 2011 28078 Baxter Rd.Murrieta, CA - 3,800 - - 3,800 - - 2014 1900 28078 Baxter Rd.Muskego, WI 1,104 964 2,159 - 964 2,159 345 2010 1993 S74 W16775 Janesville Rd.Nashville, TN - 1,806 7,165 1,715 1,806 8,880 3,009 2006 1986 310 25th Ave. N.New Albany, IN - 2,411 16,494 - 2,411 16,494 332 2014 2001 2210 Green Valley RoadNew Berlin, WI 4,256 3,739 8,290 - 3,739 8,290 1,440 2010 1993 14555 W. National Ave.Niagara Falls, NY - 1,433 10,891 - 1,433 10,891 3,761 2007 1995 6932 - 6934 Williams RdNiagara Falls, NY - 454 8,500 - 454 8,500 2,070 2007 2004 6930 Williams RdOklahoma City, OK - 216 19,135 - 216 19,135 1,270 2013 2008 535 NW 9th StreetOrange Village, OH - 610 7,419 522 610 7,941 2,371 2007 1985 3755 Orange PlaceOro Valley, AZ 9,613 89 18,339 567 89 18,905 4,826 2007 2004 1521 E. Tangerine Rd.Oshkosh, WI - - 18,339 - - 18,339 2,913 2010 2000 855 North Wethaven Dr.Oshkosh, WI 8,135 - 15,881 - - 15,881 2,496 2010 2000 855 North Wethaven Dr.Palm Springs, FL 2,545 739 4,066 487 739 4,552 1,496 2006 1993 1640 S. Congress Ave.Palm Springs, FL - 1,182 7,765 504 1,182 8,269 2,645 2006 1997 1630 S. Congress Ave.Palmer, AK 18,660 217 29,705 1,042 217 30,747 7,584 2007 2006 2490 South Woodworth LoopPasadena, TX - 1,700 8,009 - 1,700 8,009 301 2012 2013 5001 E Sam Houston Parkway SPearland, TX - 1,500 11,253 - 1,500 11,253 331 2012 2013 2515 Business Center DrivePearland, TX - 9,594 32,753 - 9,594 32,753 113 2014 2013 11511 Shadow Creek ParkwayPendleton, OR - - 10,324 - - 10,324 286 2012 2013 3001 St. Anthony DrivePhoenix, AZ (0) 1,149 48,018 11,396 1,149 59,415 16,360 2006 1998 2222 E. Highland Ave.Pineville, NC - 961 6,974 2,369 1,077 9,228 2,853 2006 1988 10512 Park Rd.Plano, TX - 5,423 20,752 285 5,423 21,037 8,288 2008 2007 6957 Plano ParkwayPlano, TX 53,236 793 83,209 - 793 83,209 10,534 2012 2005 6020 West Parker RoadPlantation, FL 8,988 8,563 10,666 2,536 8,575 13,190 5,098 2006 1997 851-865 SW 78th Ave.Plantation, FL 8,342 8,848 9,262 337 8,908 9,539 5,463 2006 1996 600 Pine Island Rd.Plymouth, WI 1,288 1,250 1,870 - 1,250 1,870 364 2010 1991 2636 Eastern Ave.Portland, ME - 655 25,930 - 655 25,930 3,770 2011 2008 195 Fore River ParkwayRedmond, WA - 5,015 26,709 - 5,015 26,709 4,096 2010 2011 18000 NE Union Hill Rd.Reno, NV - 1,117 21,972 1,144 1,117 23,116 6,412 2006 1991 343 Elm St.Richmond, VA - 2,969 26,697 - 2,969 26,697 2,893 2012 2008 7001 Forest AvenueRockwall, TX - 132 17,197 - 132 17,197 2,223 2012 2008 3142 Horizon RoadRogers, AR - 1,062 29,400 - 1,062 29,400 4,474 2011 2008 2708 Rife Medical LaneRolla, MO - 1,931 47,639 - 1,931 47,639 5,648 2011 2009 1605 Martin Spring DriveRoswell, NM 1,535 183 5,851 - 183 5,851 865 2011 2004 601 West Country Club RoadRoswell, NM 4,413 883 15,984 - 883 15,984 2,040 2011 2006 350 West Country Club RoadRoswell, NM - 762 17,171 - 762 17,171 1,750 2011 2009 300 West Country Club RoadSacramento, CA - 866 12,756 1,727 866 14,483 3,868 2006 1990 8120 Timberlake WaySalem, NH - 1,655 14,050 - 1,655 14,050 388 2014 2013 31 Stiles RoadSan Antonio, TX 18,400 4,518 31,041 - 4,518 31,041 5,074 2012 1986 5282 Medical DriveSan Antonio, TX - 900 17,288 - 900 17,288 680 2014 2007 3903 Wiseman BoulevardSan Antonio, TX - 1,012 10,545 - 1,012 10,545 3,142 2006 1999 19016 Stone Oak Pkwy.San Antonio, TX - 1,038 9,264 - 1,038 9,264 4,032 2006 1999 540 Stone Oak Centre DriveSanta Clarita, CA - - 28,384 - - 28,384 179 2014 1998 23929 McBean ParkwaySanta Clarita, CA - - 2,222 - - 2,222 14 2014 1996 23871 McBean ParkwaySanta Clarita, CA 25,000 - 41,151 - - 41,151 259 2014 2013 23803 McBean ParkwaySanta Clarita, CA - - 20,618 - - 20,618 130 2014 1989 24355 Lyons AvenueSanta Clarita, CA - 9,835 - - 9,835 - - 2014 1900 23861 McBean ParkwaySanta Clarita, CA - - 2,338 - - 2,338 15 2014 1976 23861 McBean ParkwaySanta Clarita, CA - - 2,318 - - 2,318 15 2014 1976 23861 McBean ParkwaySanta Clarita, CA - - 2,318 - - 2,318 15 2014 1976 23861 McBean ParkwaySanta Clarita, CA - - 2,318 - - 2,318 15 2014 1976 23861 McBean ParkwaySanta Clarita, CA - - 13,124 - - 13,124 83 2014 1976 23861 McBean ParkwaySarasota, FL - 62 47,325 - 62 47,325 4,592 2012 1990 1921 Waldemere StreetSeattle, WA - 4,410 38,428 - 4,410 38,428 6,658 2010 2010 5350 Tallman AveSewell, NJ - 60 57,929 - 60 57,929 13,498 2007 2009 239 Hurffville-Cross Keys RoadShakopee, MN 6,556 508 11,412 - 508 11,412 2,207 2010 1996 1515 St Francis AveShakopee, MN 11,094 707 18,089 - 707 18,089 2,503 2010 2007 1601 St Francis AveSheboygan, WI 1,779 1,012 2,216 - 1,012 2,216 436 2010 1958 1813 Ashland Ave.Shenandoah, TX - - 21,653 - - 21,653 - 2013 2014 106 Vision Park BoulevardSherman Oaks, CA - - 32,186 - - 32,186 203 2014 1969 4955 Van Nuys BoulevardSomerville, NJ - 3,400 22,244 2 3,400 22,246 3,569 2008 2007 30 Rehill AvenueSouthlake, TX 11,680 592 18,243 - 592 18,243 2,327 2012 2004 1545 East Southlake BoulevardSouthlake, TX 18,054 698 30,549 - 698 30,549 3,182 2012 2004 1545 East Southlake BoulevardSouthlake, TX - 3,000 - - 3,000 - - 2014 1900 Central AvenueSt Paul, MN - 49 37,695 - 49 37,695 115 2014 2006 225 Smith Avenue N.St. Louis, MO - 336 17,247 1,031 336 18,278 4,984 2007 2001 2325 Dougherty Rd.St. Paul, MN 25,253 2,706 39,507 - 2,706 39,507 5,864 2011 2007 435 Phalen BoulevardSuffern, NY - 653 37,255 - 653 37,255 4,974 2011 2007 255 Lafayette AvenueSuffolk, VA - 1,566 11,511 - 1,566 11,511 2,823 2010 2007 5838 Harbour View Blvd.Sugar Land, TX 8,522 3,543 15,532 - 3,543 15,532 1,761 2012 2005 11555 University BoulevardSummit, WI - 2,899 87,666 - 2,899 87,666 19,308 2008 2009 36500 Aurora Dr.Tacoma, WA - - 64,307 - - 64,307 5,493 2011 2013 1608 South J StreetTallahassee, FL - - 17,449 - - 17,449 2,815 2010 2011 One Healing PlaceTampa, FL - 1,212 19,643 - 1,212 19,643 2,548 2012 2006 3000 Medical Park DriveTampa, FL - 2,208 6,491 - 2,208 6,491 1,303 2012 1985 3000 E. Fletcher AvenueTampa, FL - 4,319 12,234 - 4,319 12,234 1,292 2011 2003 14547 Bruce B Downs BlvdTemple, TX - 2,900 9,954 - 2,900 9,954 620 2011 2012 2601 Thornton LaneTucson, AZ - 1,302 4,925 824 1,302 5,749 1,906 2008 1995 2055 W. Hospital Dr.Van Nuys, CA - - 36,187 - - 36,187 5,468 2009 1991 6815 Noble Ave.Virginia Beach, VA - 924 19,168 - 924 19,168 3,725 2011 2007 828 Health WayVoorhees, NJ - 6,404 24,251 1,387 6,477 25,564 6,638 2006 1997 900 Centennial Blvd.Voorhees, NJ - 6 96,075 - 6 96,075 10,205 2010 2012 200 Bowman DriveWellington, FL - 107 16,933 1,880 107 18,813 4,290 2006 2000 10115 Forest Hill Blvd.Wellington, FL - 388 13,697 414 388 14,111 3,470 2007 2003 1395 State Rd. 7West Allis, WI 3,267 1,106 3,309 - 1,106 3,309 777 2010 1961 11333 W. National Ave.West Palm Beach, FL - 628 14,740 121 628 14,861 4,448 2006 1993 5325 Greenwood Ave.West Palm Beach, FL - 610 14,618 404 610 15,023 4,853 2006 1991 927 45th St.West Seneca, NY - 917 22,435 2,114 1,642 23,824 6,666 2007 1990 550 Orchard Park RdWesterville, OH - 2,122 5,641 - 2,122 5,641 681 2012 2001 444 N Cleveland AvenueZephyrhills, FL - 3,875 27,270 - 3,875 27,270 3,134 2011 1974 38135 Market Square Dr Medical facilities total:$ 609,268$330,140$4,143,585$142,524$345,036$4,271,211$648,096 114 Assets held for sale: Bellaire, TX$ -$4,551$46,105$-$-$-$- 2006 2005 5410 W. Loop S.Bellaire, TX - 2,972 33,445 - - - - 2006 2005 5420 W. Loop S.Denton, TX - - 19,407 - - - - 2007 2005 2900 North I-35Stafford, VA - - 11,260 - - 9,422 - 2008 2009 125 Hospital Center BlvdBellevue, NE - 4,500 109,719 - - 101,627 - 2008 2010 2500 Bellevue Medical Center DrBridgeton, MO - - 30,221 - - - - 2011 2011 12380 DePaul DriveAkron, OH - 300 20,200 - - - - 2009 2008 200 E. Market St.Amelia Island, FL - 3,290 24,310 - - - - 2005 1998 48 Osprey Village Dr.Austin, TX 9,658 730 18,970 - - 15,750 - 2007 2006 3200 W. Slaughter LaneBellevue, WI - 1,740 18,260 - - 16,473 - 2006 2004 1660 Hoffman Rd.Baytown, TX 9,059 450 6,150 - - 4,360 - 2002 2000 3921 N. Main St.Baytown, TX - 540 11,110 - - 9,987 - 2009 2008 2000 West Baker LaneCorpus Christi, TX - 400 1,916 - - - - 2005 1985 1101 S. AlamedaDeForest, WI - 250 5,350 - - 4,862 - 2007 2006 6902 Parkside CircleDenver, CO - 2,530 9,514 - - - - 2005 1986 3701 W. Radcliffe Ave.Frisco, TX - 130 16,445 - - - - 2012 2010 2990 Legacy DriveGrand Blanc, MI - 700 7,843 - - - - 2011 2012 5400 East BaldwinGreenfield, WI - 600 6,626 - - 6,337 - 2006 2006 3933 S. Prairie Hill LaneGreenville, SC - 5,400 100,523 - - - - 2006 2009 10 Fountainview TerraceHouston, TX 9,656 860 18,715 - - 15,927 - 2007 2006 8702 South Course DriveHouston, TX 10,002 630 5,970 - - 4,978 - 2002 1995 3625 Green Crest Dr.Kenosha, WI - 1,500 9,139 - - 9,197 - 2007 2009 6300 67th StreetLapeer, MI - 220 7,625 - - - - 2011 2012 2323 Demille RoadMelbourne, FL - 2,540 21,319 - - - - 2010 2012 3260 N Harbor City BlvdMcHenry, IL - 3,550 15,300 3,012 - 21,862 - 2006 2004 3300 Charles Miller Rd.Merrillville, IN - 643 7,084 - - - - 1997 1999 101 W. 87th Ave.Merrillville, IN - 1,080 3,413 - - - - 2010 2011 300 W. 89th Ave.Mount Airy, NC - 270 6,430 - - - - 2005 1998 1000 Ridgecrest LaneMurrieta, CA - 8,800 202,412 - - - - 2008 2010 28062 Baxter RoadMyrtle Beach, SC - 6,890 41,526 - - - - 2007 2009 101 Brightwater Dr.Neenah, WI - 630 15,120 - - 14,126 - 2010 1991 131 E. North Water St.Oshkosh, WI - 900 3,800 2,178 - 6,878 - 2006 2005 711 Bayshore DriveOshkosh, WI - 400 23,237 - - 20,069 - 2007 2008 631 Hazel StreetOverland Park, KS - 1,120 8,360 - - - - 2005 1970 7541 Switzer St.Pasadena, TX 9,679 720 24,080 - - 19,862 - 2007 2005 3434 Watters Rd.Pawleys Island, SC - 2,020 32,590 - - - - 2005 1997 120 Lakes at Litchfield Dr.Scituate, MA - 1,740 10,640 - - - - 2005 1976 309 DriftwaySheboygan, WI - 80 5,320 2,203 - 7,603 - 2006 2006 4221 Kadlec Dr.Saint Simons Island, GA - 6,440 50,060 - - - - 2008 2007 136 Marsh's Edge LaneSan Antonio, TX 10,455 560 7,315 - - 5,190 - 2002 2000 5437 Eisenhaur Rd.San Antonio, TX 9,637 640 13,360 - - 11,138 - 2007 2004 8503 Mystic ParkSpartanburg, SC - 3,350 15,750 - - - - 2005 1997 110 Summit Hills Dr.Tucson, AZ - 930 13,399 - - - - 2005 1985 6211 N. La Cholla Blvd.Waukesha, WI - 1,100 14,910 - - 14,042 - 2008 2009 400 Merrill Hills Rd.Webster, TX 9,210 360 5,940 - - 4,128 - 2002 2000 17231 Mill ForestWinston-Salem, NC$ -$5,700$13,550$-$-$-$- 2005 1997 2101 Homestead Hills Assets held for sale total$ 77,355$82,756$1,093,737$7,393$-$323,818 - 118 Summary: Seniors housing triple-net$593,414$900,397$9,683,752$365,636$912,536$10,037,249$1,262,419Seniors housing operating 1,654,531 773,492 8,293,454 348,816 788,969 8,626,789 1,110,393Medical facilities 609,268 330,140 4,143,585 142,524 345,036 4,271,211 648,096Construction in progress - - 186,327 - - 186,327 -Total continuing operating properties 2,857,213 2,004,029 22,307,118 856,976 2,046,541 23,121,576 3,020,908 Assets held for sale 77,355 82,756 1,093,737 7,393 - 323,818 -Total investments in real property owned$2,934,568$2,086,785$23,400,855$864,369$2,046,541$23,445,394$3,020,908 (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. 119 Year Ended December 31, 2014 2013 2012 Reconciliation of real property: (in thousands) Investment in real estate: Balance at beginning of year $23,734,733 $18,082,399 $14,844,319 Additions: Acquisitions 2,210,600 3,597,955 2,923,251 Improvements 380,298 408,844 449,964 Assumed other items, net 160,897 772,972 108,404 Assumed debt 265,152 1,340,939 481,598 Total additions 3,016,947 6,154,628 3,969,299 Deductions: Cost of real estate sold (916,997) (498,564) (581,696) Reclassification of accumulated depreciation and amortization for assets heldfor sale (64,476) (3,730) (120,236) Impairment of assets - - (29,287) Total deductions (981,473) (502,294) (731,219) Foreign currency translation (278,272) 33,918 6,082 Balance at end of year(3) $25,491,935 $23,734,733 $18,082,399 Accumulated depreciation: Balance at beginning of year $2,386,658 $1,555,055 $1,194,476 Additions: Depreciation and amortization expenses 844,130 873,960 533,585 Amortization of above market leases 7,935 7,831 7,204 Total additions 852,065 881,791 540,789 Deductions: Sale of properties (123,582) (49,625) (59,974) Reclassification of accumulated depreciation and amortization for assets heldfor sale (64,476) (3,730) (120,236) Total deductions (188,058) (53,355) (180,210) Foreign currency translation (29,757) 3,167 - Balance at end of year $3,020,908 $2,386,658 $1,555,055 (3) The aggregate cost for tax purposes for real property equals $21,621,760,000, $20,260,297,000, and $14,788,080,000 at December 31, 2014, 2013 and 2012, respectively. 120 Health Care REIT, Inc.Schedule IV - Mortgage Loans on Real EstateDecember 31, 2014 (in thousands) LocationSegment InterestRate Final MaturityDate MonthlyPaymentTerms Prior Liens Face Amountof Mortgages CarryingAmount ofMortgages PrincipalAmount ofLoans Subjectto DelinquentPrincipal orInterest First mortgages relating to 1 property located in: CaliforniaMedical office buildings 6.08% 12/22/17 $314,464 $- $65,000 $60,902 $- United KingdomSeniors housing triple-net 7.00% 04/19/18 126,205 - 22,588 21,258 - United KingdomSeniors housing triple-net 7.00% 11/21/18 110,898 - 21,653 18,912 - MassachusettsSeniors housing triple-net 7.86% 12/31/16 112,065 - 21,000 16,787 - United KingdomSeniors housing triple-net 7.00% 12/31/19 19,605 - 28,664 4,264 - TexasSeniors housing triple-net 7.75% 10/31/18 26,419 - 8,800 4,014 - TexasSeniors housing triple-net 7.75% 10/31/18 20,734 - 8,800 3,150 - United KingdomSeniors housing triple-net 8.50% 05/01/16 11,930 - 10,601 1,534 - United KingdomSeniors housing triple-net 7.54% 07/31/15 9,605 - 3,116 1,500 - OklahomaSeniors housing triple-net 8.11% 10/28/19 5,455 - 11,610 936 - First mortgage relating to multiple properties: Five properties in theUnited KingdomSeniors housing triple-net 7.50% 11/30/19 83,130 - 16,356 13,050 - Second mortgages relating to 1 property located in: ConnecticutSeniors housing triple-net 8.11% 04/01/18 36,406 15,583 5,300 5,258 - TexasSeniors housing triple-net 12.17% 05/01/19 32,042 5,293 3,100 3,100 - FloridaSeniors housing triple-net 12.17% 07/01/18 27,908 9,283 2,700 2,700 - FloridaSeniors housing triple-net 12.17% 11/01/18 27,908 7,861 2,700 2,700 - ColoradoSeniors housing triple-net 9.00% 05/01/16 15,500 7,972 2,000 2,000 - IndianaSeniors housing triple-net 9.00% 05/01/16 11,625 7,864 1,500 1,500 - CanadaSeniors housing triple-net 7.24% 12/31/16 - 12,413 86 86 - Second mortgage relating to multiple properties: Eleven properties infour statesSeniors housing triple-net 10.00% 12/30/18 $212,329 29,677 25,000 25,000 - Totals $95,946 $260,574 $188,651 $- Year Ended December 31, 2014 2013 2012Reconciliation of mortgage loans: (in thousands) Balance at beginning of year $146,987 $87,955 $63,934 Additions: New mortgage loans 113,997 68,530 40,641 Draws on existing loans 26,330 - - Total additions 140,326 68,530 40,641 Deductions: Collections of principal (49,973) (8,790) (11,819) Conversions to real property (45,836) - (3,300) Charge-offs - (2,110) (1,501) Total deductions (95,810) (10,900) (16,620) Change in balance due to foreign currency translation (2,852) 1,402 - Balance at end of year $188,651 $146,987 $87,955 121 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 Securities LLC,RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (filed with the Commission as Exhibit 1.1 to theCompany’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 ofUBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (filed with the Commission asExhibit 1.1 to the Company’s Form 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., the Company 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) (filed with the Commission as Exhibit 2.1 to the Company’s Form 8-K filed August 22, 2012 (File No. 001-08923), andincorporated 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 March20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).3.1(b) 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(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 8-K filed June 13, 2003 (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 3.9 to theCompany’s Form 10-Q filed August 9, 2007 (File No. 001-08923), and incorporated herein by reference thereto).3.1(e) 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(f) Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the Company (filed with the Commission asExhibit 3.1 to the Company’s Form 8-K filed March 7, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(g) 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(h) 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).3.1(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 6, 2014 (File No. 001-08923), and incorporated herein by reference thereto).3.1(j) Certificate of Elimination of Junior Participating Preferred Stock, Series A, of the Company.3.1(k) Certificate of Elimination of 6% Series H Cumulative Convertible and Redeemable Preferred Stock of the Company.122 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 of September 6, 2002, between the Company and Fifth Third Bank (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-Kfiled March 14, 2003 (File No. 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 theCompany and Fifth 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 by reference 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 DebtSecurities, dated as of September 6, 2002, between the Company and Fifth Third Bank (filed with the Commission as Exhibit 4.4 to the Company’sForm 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 DebtSecurities, dated as of September 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 as Exhibit 4.1 to the Company’s Form 8-K filed September 13, 2004 (File No. 001-08923), and incorporated herein byreference 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 theCompany and The Bank 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), and incorporated 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 theCompany and The Bank of New York Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed November30, 2005 (File No. 001-08923), and incorporated herein by reference thereto).4.2(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commissionas Exhibit 4.1 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.2(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. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by referencethereto).4.2(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 TrustCompany, 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 incorporatedherein by reference thereto).123 4.2(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. (filed withthe Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 7, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.2(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).4.2(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).4.2(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).4.2(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. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 14, 2011 (File No. 001-08923), and incorporated herein by referencethereto).4.2(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. (filed withthe Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 4, 2012 (File No. 001-08923), and incorporated herein by reference thereto).4.2(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. (filedwith 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).4.2(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. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by referencethereto).4.2(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 the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein byreference thereto).4.2(m) Supplemental Indenture No. 10, dated as of November 25, 2014, 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 25, 2014 (File No. 001-08923), and incorporated herein byreference thereto).4.3 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).4.4 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 July 25, 2014 by and among the Company; the lenders listed therein; KeyBank National Association, asadministrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; DeutscheBank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, KeyBanc CapitalMarkets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. MorganSecurities LLC and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. MorganSecurities LLC, as joint book runners (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed July 31, 2014 (File No. 001-08923), and incorporated herein by reference thereto).124 10.2 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).10.3(a) Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (filed with the Commission as Appendix A to the Company’s ProxyStatement for the 2009 Annual Meeting of Stockholders, filed March 25, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(b) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filedwith the Commission as Exhibit 10.18 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein byreference thereto).*10.3(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), and incorporatedherein by reference thereto).*10.3(d) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filedwith the Commission as Exhibit 10.8 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by referencethereto).*10.3(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).*10.3(f) Form of Amendment to Stock Option Agreements (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term IncentivePlan (filed with the Commission as Exhibit 10.7 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein byreference thereto).*10.3(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 reference thereto).*10.3(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).*10.3(i) Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the Amended and Restated 2005Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), andincorporated herein by reference thereto).*10.3(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).*10.3(k) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the Amended and Restated 2005 Long-TermIncentive Plan (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporatedherein by reference thereto).*10.3(l) Form of Restricted Stock Agreement for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.22 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(m) Form of Restricted Stock Agreement for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.23to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*125 10.3(n) Form of Restricted Stock Agreement for the Chief Executive Officer under the Amended and Restated 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.3 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(o) Form of Restricted Stock Agreement for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.4 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(p) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.24 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(q) Form of Amendment to Deferred Stock Unit Grant Agreements for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.10 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by referencethereto).*10.3(r) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.11 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(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).*10.4(a) 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).*10.4(b) Retirement and Consulting Agreement, dated April 13, 2014, between the Company and George L. Chapman (filed with the Commission as Exhibit10.1 to the Company’s Form 10-Q filed May 8, 2014 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(a) Amended and Restated Employment Agreement, dated December 28, 2014, between the Company and Thomas J. DeRosa.*10.5(b) Performance-Based Restricted Stock Unit Grant Agreement, dated effective as of July 30, 2014, between the Company and Thomas J. DeRosa (filedwith the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed November 4, 2014 (File No. 001-08923), and incorporated herein byreference thereto).*10.6 Second Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Scott A. Estes (filed with theCommission as Exhibit 10.4 to the Company’s Form 8-K filed January 5, 2009 (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 Charles J. Herman, Jr. (filed with theCommission as Exhibit 10.3 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.8 Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Jeffrey H. Miller (filed with the Commissionas Exhibit 10.8 to the Company’s Form 10-K filed March 2, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.9 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).*126 10.10 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).*10.11 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).*10.12 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with theCommission as Exhibit 10.1 to the Company’s Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by referencethereto).*10.13 Summary of Director Compensation.*10.14 Health Care REIT, Inc. 2013-2015 Long-Term Incentive Program, as Amended and Restated (filed with the Commission as Exhibit 10.3 to theCompany’s Form 10-Q filed May 8, 2014 (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, 2014 and 2013, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012, (iii) theConsolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012, (iv) the Consolidated Statements of Cash Flows for the years ended December 31,2014, 2013 and 2012, (v) the Notes to Consolidated Financial Statements, (vi) Schedule III – Real Estate and Accumulated Depreciation and (vii) Schedule IV – MortgageLoans on Real Estate. 127 EXHIBIT 3.1(j) CERTIFICATE OF ELIMINATIONOFJUNIOR PARTICIPATING PREFERRED STOCK, SERIES AOFHEALTH CARE REIT, INC. Pursuant to Section 151 of theGeneral Corporation Law of the State of Delaware The undersigned duly authorized officer of Health Care REIT, Inc., a corporation organized and existing under the General Corporation Law of theState of Delaware (the “Company”), does hereby certify as follows: 1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company adoptedthe resolutions set forth below on February 6, 2015, authorizing a decrease in the number of shares designated as Junior Participating Preferred Stock, SeriesA, $1.00 par value per share (“Series A Stock”), from 13,000 shares to zero shares. 2. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware, such resolutions shall have the effect of eliminatingfrom the certificate of incorporation of the Company all matters set forth in the Certificate of Designation, Preferences and Rights of the Series A Stock (the“Certificate of Designation”). 3. That no shares of Series A Stock remain issued and outstanding. RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS NOW, THEREFORE, BE IT RESOLVED, that no further shares of Series A Stock shall be issued subject to the Certificate of Designation of theSeries A Stock previously filed with the Secretary of State of the State of Delaware. RESOLVED FURTHER, that the number of shares designated as Series A Stock be reduced to zero, which is the number issued and outstanding, inorder to allow the 13,000 shares to resume their status as authorized but undesignated shares of preferred stock of the Company, par value $1.00 per share,pursuant to Section 151 of the General Corporation Law of the State of Delaware, such shares thereafter to be available for designation in the future as part ofa different series. RESOLVED FURTHER, that the executive officers be, and each of them hereby is, authorized and directed in the name and on behalf of theCompany, to execute a Certificate of Elimination of the Series A Stock, as well as such other certificates or instruments as may be required, to be filed withthe Secretary of State of the State of Delaware to evidence the reduction in the number of shares designated as Series A Stock and the elimination from thecertificate of incorporation of the Company all matters set forth in the Certificate of Designation of the Series A Stock, such elimination to be effective uponthe filing with the Secretary of State of the State of Delaware of such Certificate of Elimination of the Series A Stock.  RESOLVED FURTHER, that any specific resolutions that may be required to have been adopted by the Board in connection with the actionscontemplated by the foregoing resolutions be, and they hereby are, adopted, and the executive officers of the Company be, and each of them hereby is,authorized to certify as to the adoption of any and all such resolutions and attach such resolutions hereto. RESOLVED FURTHER, that all actions heretofore taken by any executive officer of the Company in connection with, or otherwise incontemplation of, the transactions contemplated by any of the foregoing resolutions be, and they hereby are, ratified, confirmed and approved. RESOLVED FURTHER, that the executive officers of the Company be, and each of them hereby is, authorized and empowered on behalf of theCompany and in its name to take or cause to be taken all actions and to execute and deliver all such instruments that the executive officers of the Company,or any one or more of them, approve as necessary or desirable in connection with the foregoing resolutions, such approval to be conclusively evidenced bythe taking of such action or the execution and delivery of any such instrument by an executive officer of the Company. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]  IN WITNESS WHEREOF, the undersigned has executed and subscribed this certificate and does affirm the foregoing as true under the penalties ofperjury this 18th day of February, 2015. /s/ Scott A. Estes Scott A. Estes Executive Vice President and Chief Financial Officer ATTEST: /s/ Erin C. Ibele_ Erin C. IbeleExecutive Vice President, Head of HumanCapital and Corporate Secretary  EXHIBIT 3.1(k) CERTIFICATE OF ELIMINATIONOF6% SERIES H CUMULATIVE CONVERTIBLEAND REDEEMABLEPREFERRED STOCKOFHEALTH CARE REIT, INC. Pursuant to Section 151 of theGeneral Corporation Law of the State of Delaware The undersigned duly authorized officer of Health Care REIT, Inc., a corporation organized and existing under the General Corporation Law of theState of Delaware (the “Company”), does hereby certify as follows: 1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company adoptedthe resolutions set forth below on February 7, 2014, authorizing a decrease in the number of shares designated as 6% Series H Cumulative Convertible andRedeemable Preferred Stock, $1.00 par value per share (“Series H Stock”), from 349,854 shares to zero shares. 2. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware, such resolutions shall have the effect of eliminatingfrom the certificate of incorporation of the Company all matters set forth in the Certificate of Designation of the Series H Stock. 3. That no shares of Series H Stock remain issued and outstanding. RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS NOW, THEREFORE, BE IT RESOLVED, that no further shares of Series H Stock shall be issued subject to the Certificate of Designation of theSeries H Stock previously filed with the Secretary of State of the State of Delaware. RESOLVED FURTHER, that the number of shares designated as Series H Stock be reduced to zero, which is the number issued and outstanding asa result of the conversion of all the shares of Series H Stock by the holders of the Series H Stock, in order to allow the 349,854 redeemed shares to resume theirstatus as authorized but undesignated shares of preferred stock of the Company, par value $1.00 per share, pursuant to Section 151 of the General CorporationLaw of the State of Delaware, such shares thereafter to be available for designation in the future as part of a different series. RESOLVED FURTHER, that George L. Chapman, Scott A. Estes, Jeffrey H. Miller, Erin C. Ibele and Michael A. Crabtree be, and each of themhereby is, authorized and directed in the name and on behalf of the Company, to execute a Certificate of Elimination of the Series H Stock, as well as suchother certificates or instruments as may be required, to be filed with the Secretary of State of the State of Delaware to evidence the reduction in the number ofshares designated as Series H Stock and the elimination from the certificate of incorporation of the Company all matters set forth in the Certificate ofDesignation of the Series H Stock, such elimination to be effective upon the filing with the Secretary of State of the State of Delaware of such Certificate ofElimination of the Series H Stock.  RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed to execute, acknowledge, anddeliver such agreements and other instruments, and to take or cause to be taken such actions, as they, or any of them, may deem necessary or advisable tocarry out and to otherwise accomplish the purposes and intents of these resolutions. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]  IN WITNESS WHEREOF, the undersigned has executed and subscribed this certificate and does affirm the foregoing as true under the penalties ofperjury this 18th day of February, 2015. /s/ Scott A. Estes Scott A. Estes Executive Vice President and Chief Financial Officer ATTEST: /s/ Erin C. Ibele_ Erin C. IbeleExecutive Vice President, Head of HumanCapital and Corporate Secretary  Exhibit 10.5(a) AMENDED AND RESTATEDEMPLOYMENT AGREEMENTTHIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 28th day of December, 2014 (the “Agreement”), is entered into byand between HEALTH CARE REIT, INC., a Delaware corporation, (the “Corporation”), and THOMAS J. DEROSA (the “Executive”) and is effective April 13,2014 (the “Effective Date”).WHEREAS, Executive and the Company previously entered into an Employment Agreement, as amended from time to time, dated April 13, 2014 (the“Employment Agreement”); andWHEREAS, the Parties desire to clarify the provisions of Section 4(g) of the Employment Agreement and to amend and restate the employmentagreement on the terms and conditions set forth herein.NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:1. EMPLOYMENT The Corporation hereby agrees to employ the Executive as the Corporation’s Chief Executive Officer, upon the terms and conditions herein contained,and the Executive hereby agrees to accept such employment and to serve as the Corporation’s Chief Executive Officer, and to perform the duties andfunctions customarily performed by the Chief Executive Officer of a publicly traded corporation.In such capacities, the Executive shall report to the Corporation’s Board of Directors (the “Board”), and shall have the powers and responsibilities setforth in the Corporation’s By-Laws as well as such additional powers and responsibilities consistent with his position as the Board may assign to him.Throughout the Term (defined below) of this Agreement, the Executive shall devote his best efforts and all of his business time and services to thebusiness and affairs of the Corporation.2. TERM OF AGREEMENT The term of employment under this Agreement is three years from the Effective Date and shall expire on April 13, 2017, unless earlier terminated underone of the circumstances set forth in Sections 5, 6 or 7. The length of employment under this Agreement is referred to herein as the “Term.”The Corporation shall be entitled to terminate this Agreement immediately for any reason, subject to the continuing obligations of the Corporationunder this Agreement.3. BASE COMPENSATION AND BONUS (a) The Executive shall receive annual base compensation during the Term of this Agreement of not less than $825,000 in cash (“BaseCompensation”). Such amounts shall be payable in substantially equal semi-monthly installments. Subject to the terms of this Agreement, during the Term,the Compensation Committee of the Board (the “Compensation Committee”) shall consult with the Executive and review the Executive’s BaseCompensation at annual intervals, and may adjust the Executive’s annual Base Compensation from time to time.(b) The Executive shall also be eligible to receive an annual incentive cash bonus with target bonus of 150% of Base Compensation andmaximum bonus of 300% of Base Compensation, prorated from the Effective Date, with the actual amount of such bonus to be determined by theCompensation Committee, using such performance measures as the Compensation Committee deems to be appropriate. Such bonus, if any, shall be paid tothe Executive no later than sixty (60) days after the end of the year to which the bonus relates.4. ADDITIONAL COMPENSATION AND BENEFITS The Executive shall receive the following additional compensation and welfare and fringe benefits during the term: (a) Stock Options and Other Long-Term Incentives. During the Term of the Agreement, any stock options, restricted stock or other awards grantedunder the 2005 Long-Term Incentive Plan, or any other equity compensation plan adopted by the Corporation, shall be at the discretion of the CompensationCommittee. Notwithstanding the foregoing, the Executive will be eligible to receive long-term incentive equity grants with an annual target value of$3,300,000, adjusted for the Effective Date, subject to the terms and conditions as determined by the Compensation Committee.In addition, within an administratively reasonable period of time following the Effective Date, the Corporation shall grant restricted stock unitsto Executive with a value of $1 million (rounded to the nearest whole share) (the “Initial RSUs”). The Initial RSUs shall be subject to performance criteria asdetermined by the Board or Compensation Committee (the “Initial Performance Criteria”), and shall also be subject to a requirement of continuedemployment, which requirements shall be satisfied in substantially equal installments on each of the first, second, and third anniversaries of the EffectiveDate hereof (as modified by Sections 5, 6 or 7 below). The Initial Performance Criteria shall be determined by the Board or the Compensation Committee inits sole discretion after consultation with the Executive in the first ninety (90) days after the Effective Date. Each vested portion of the Initial RSUs shall befurther deferred until after the Executive is no longer employed with the Corporation, subject to terms and conditions to conform with applicable law,including but not limited to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).(b) Health Insurance. During the Term of this Agreement, the Corporation shall provide the Executive and his dependents with health insurancecoverage no less favorable than that from time to time made available to other key employees.(c) Paid Time Off. During the Term of this Agreement, the Executive shall be entitled to paid time off (“PTO”) (based on the number of years ofservice) in accordance with the Corporation’s PTO policy, as it may be amended from time to time.(d) Business Expenses. During the Term of this Agreement, the Corporation shall reimburse the Executive for all reasonable expenses he incurs inpromoting the Corporation’s business, including expenses for travel and similar items, upon presentation by the Executive from time to time of an itemizedaccount of such expenditures in accordance with the Corporation’s established policies and applicable law. Following Executive’s termination ofemployment, any expense reimbursement requests must be submitted no later than sixty (60) days following such termination.(e) Automobile Allowance. During the Term, the Corporation will provide the Executive with a monthly allowance to cover expenses incurredwith the Executive’s lease of an automobile.(f) Relocation Expenses. The Corporation shall provide Executive with a relocation and transition allowance in the amount of $100,000 to coverexpenses incurred with Executive’s move to the greater Toledo, Ohio area, including but not limited to (i) moving himself, family members and personalproperty, (ii) travel to his current home prior to any relocation of family members, (iii) housing in the greater Toledo, Ohio area and (iv) other relatedexpenses. (g) Other Benefits. In addition to the benefits provided pursuant to the preceding paragraphs of this Section 4, the Executive shall be eligible toparticipate in such other executive compensation and retirement plans of the Corporation as are applicable generally to other executive officers, and in suchwelfare plans, programs, practices and policies of the Corporation as are generally applicable to other executive officers, unless such participation wouldduplicate, directly or indirectly, benefits already accorded to the Executive. To the extent that the Corporation no longer maintains the group health plan inwhich Executive is participating on May 1, 2014 and Executive elects not to participate in any other group health plan sponsored or maintained by theCompany, he will receive a cash payment in lieu of such benefits in an amount equal to the cost that the Company would otherwise have incurred to providesuch benefits to the Executive, but in any event not to exceed $2000 per month.5. PAYMENTS UPON TERMINATION (a) Termination without Cause or Termination by Executive for Good Reason (as defined below). If the Executive’s employment is terminated bythe Corporation without Cause (but not including due to death or disability) or terminated by the Executive for Good Reason during the Term of thisAgreement, the Executive shall be entitled to the following:(i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of thetermination date;(ii) any accrued but unpaid PTO through the date of termination;(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date;(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plansmaintained by the Corporation, payable in accordance with the terms of the applicable plan;(v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f);(vi) any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the termination occurs (if he hadremained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date, payable at the time thatthe Corporation pays bonuses to its executive officers for such year;(vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shallbecome fully vested and earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards withperformance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level ofachievement of performance goals by the Compensation Committee of the Board as of the end of the quarter immediately preceding the Executive’stermination or as otherwise expressly provided in the applicable award agreement;(viii) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of histermination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost tothe Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and(ix) a series of semi-monthly severance payments for twenty-four (24) months (the “Severance Period”), each in an amount equal to one-twenty fourth (1/24th) of the sum of (A) the Executive’s Base Compensation, as in effect on the date of termination, and (B) the Executive’s targetannual cash bonus opportunity at the time of termination, to be paid in accordance with the Corporation’s normal payroll practices.The payments set forth in subsections (vi), (vii), (viii), and (ix) are subject to (a) a waiver and general release of claims in favor of the Corporation, in aform and manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date ofsuch termination, and (b) the Executive’s compliance with the restrictive covenants set forth in Sections 9 and 10 below during the Severance Period (the“Severance Requirement”). Upon any violation of the Severance Requirement during the Severance Period, all post-employment compensation set forth insubsections (vi), (vii), (viii), and (ix) above shall immediately stop and the Executive shall be obligated to return to the Corporation any post-employmentcompensation previously paid or otherwise provided to the Executive. All payments to be made pursuant to subsection (vii) (excluding stock options) shallbe made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwiseexpressly provided in the applicable award agreement). The payments set forth in subsection (ix) shall commence on the 60th day following the day of suchtermination. All payments to be made pursuant to subsections (i), (ii), (iii), and (v) shall be made to the Executive within sixty (60) days following the date of suchtermination and within any shorter time period required by law. For purposes of this Agreement, “Cause” shall mean: (1) any action by the Executive involving willful disloyalty to the Corporation, such asembezzlement, fraud, misappropriation of corporate assets or a breach of the covenants set forth in Section 9 or 10 herein; (2) the Executive being convictedof a felony; (3) the Executive being convicted of any crime or offense that is not a felony but was (x) committed in connection with the performance of hisduties hereunder or (y) involved moral turpitude; or (4) the intentional and willful failure by the Executive to substantially perform his duties hereunder asdirected by the Board (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand forsubstantial performance is made by the Board. A termination of employment shall not be deemed for Cause unless and until (x) there shall have beendelivered to the Executive a notice describing in reasonable detail the particulars giving rise to a termination for Cause, and (y) in the case of terminationpursuant to clause (4) above, if no cure has occurred by the fifteenth (15th) day after notice was given.For purposes of this Agreement, “Good Reason” shall mean: (1) the assignment of Executive to a position other than the Chief Executive Officer of theCorporation during the Term; (2) the assignment of duties materially inconsistent with such position if such change in assignment constitutes (x) a materialdiminution in the Executive’s total compensation opportunity, authority, duties or responsibilities; (y) a change in the reporting structure such that theExecutive is directed to report to anyone other than the Corporation’s Board; or (3) a material breach by the Corporation of this Agreement; provided,however, Executive must not have consented to any such act or omission that could give rise to a claim for “Good Reason”, the Executive must have notifiedthe Corporation in writing within the first thirty (30) days following the occurrence of any of the foregoing events and the Corporation must have failed tosubstantially cure such breach within thirty (30) days following its receipt of such notice from the Executive; and provided further, the Executive must haveresigned under this paragraph within ninety (90) days following the occurrence of the event. Notwithstanding the foregoing, any transfer of responsibilities inconnection with succession planning and leadership transition shall in no event constitute Good Reason for purposes of this Agreement. (b) Disability. The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has beenunable to substantially perform his duties for at least ninety (90) days because of a medically diagnosable physical or mental condition, and has received awritten opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of his duties and islikely to continue for an indefinite period. Upon such termination, the Executive shall be entitled to the following:(i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of thetermination date;(ii) any accrued but unpaid PTO through the date of termination;(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date;(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plansmaintained by the Corporation, payable in accordance with the terms of the applicable plan;(v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f); and(vi) any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the termination occurs (if he hadremained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date, payable at the time thatthe Corporation pays bonuses to its executive officers for such year; and(vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shallbecome fully vested and earned and payable and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equityawards with performance-based vesting granted to the Executive under this Agreement shall become vested to the extent provided in the applicableaward agreement.All cash payments (other than pro-rated bonus) listed in subsections (i), (ii), (iii) and(v) shall be paid to the Executive within sixty (60) days followingthe date of such termination and within any shorter time period required by law. All payments to be made pursuant to subsection (vii) (excluding stockoptions) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except asotherwise expressly provided in the applicable award agreement).(c) Termination for Cause. If the Executive’s employment is terminated by the Corporation for Cause, the Executive shall be entitled to thefollowing:(i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of thetermination date;(ii) any accrued but unpaid PTO through the date of termination;(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date;(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plansmaintained by the Corporation, payable in accordance with the terms of the applicable plan; and(v) any expenses owed to the Executive under Section 4(d).All cash payments listed in subsections (i), (ii), (iii) and (v) required to be paid pursuant to this Section shall be paid to the Executive within sixty(60) days following the date of such termination and within any shorter time period required by law.(d) Voluntary Termination or Resignation by the Executive. If the Executive voluntarily terminates (but not by reason of expiration of the Term)or resigns his employment other than for Good Reason, the Executive shall be entitled to the following:(i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of thetermination date;(ii) any accrued but unpaid PTO through the date of termination;(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date;(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plansmaintained by the Corporation, payable in accordance with the terms of the applicable plan; and(v) any expenses owed to the Executive under Section 4(d).All cash payments required to be paid pursuant to this Section shall be made to the Executive within sixty (60) days following the date of suchtermination and within any shorter time period required by law.(e) Termination upon Expiration of the Term. If the Executive’s employment terminates as a result of the expiration of the Term of thisAgreement, the Executive shall be entitled to the following:(i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of thetermination date;(ii) any accrued but unpaid PTO through the date of termination;(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date;(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plansmaintained by the Corporation, payable in accordance with the terms of the applicable plan; and(v) any expenses owed to the Executive under Sections 4(d) 4(e), or 4(f).All cash payments listed in subsections (i), (ii), (iii) and (v) required to be paid pursuant to this Section shall be made to the Executive within sixty(60) days following the date of such termination and within any shorter time period required by law.6. CHANGE IN CORPORATE CONTROL (a) If at any time upon, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control(as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment forGood Reason, the Executive shall be entitled to the following:(i) Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of thetermination date;(ii) any accrued but unpaid PTO pay through the date of termination;(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the termination date;(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plansmaintained by the Corporation, payable in accordance with the terms of the applicable plan;(v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f);(vi) the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (ifhe had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date;(vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shallbecome fully vested and earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards withperformance-based vesting granted to the Executive under this Agreement shall become vested based upon a determination of actual level ofachievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of CorporateControl or as otherwise expressly provided in the applicable award agreements;(viii) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of histermination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost tothe Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and(ix) a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each inan amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in CorporateControl, and (B) the average of annual bonuses paid to the Executive for the last three (3) or, if applicable, fewer fiscal years of the Corporation endingprior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasurybills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection(ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized and if no such bonuses have been paid, then the Executive’starget annual bonus at the time of termination shall be used.The payments set forth in subsections (vi), (vii), (viii), and (ix) are subject to a waiver and general release of claims in favor of the Corporation, in a formand manner satisfactory to the Corporation, that is executed by the Executive and which becomes effective within sixty (60) days following the date of suchtermination. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive on the first business dayfollowing the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement).All cash payments required to be paid pursuant to subsections (i), (ii), (iii), (v), (vi) and (ix) of this Section shall be made within sixty (60) days following thedate of such termination and within any shorter time period required by law. Notwithstanding the foregoing, the severance payment under this Section shallbe payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within themeaning of Treasury Regulation Section 1.409A-3(i)(g) and shall in any event comply with the provisions of Section 8.(b) For purposes of this Agreement, a “Change in Corporate Control” shall mean:(i) The acquisition in one or more transactions of more than twenty percent (20%) of the Corporation’s outstanding common stock (or theequivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) by any corporation, or other person or group (within the meaning of Section 14(d)(3) of the Securities Exchange Act of 1934, asamended), except for acquisitions of the Corporation’s outstanding common stock by (A) the Corporation or an affiliate or subsidiary of theCorporation, (B) an employee benefit plan (or any trust forming a part thereof) of the Corporation, or (C) an underwriter temporarily holding securitiesof the Corporation pursuant to an offering of such securities;(ii) The sale of all or substantially all of the assets of the Corporation;(iii) The consummation of any merger or consolidation or similar business combination or reorganization involving the Corporation(“Corporate Transaction”), unless (A) the stockholders of the Corporation, immediately before such Corporate Transaction, own, directly or indirectly,immediately following such Corporate Transaction, more than fifty percent (50%) of the then outstanding shares of common stock (or the equivalent invoting power of any class or classes of securities of the corporation entitled to vote in elections of directors) of the corporation resulting from suchCorporate Transaction (the “Surviving Company”) in substantially the same proportion as their ownership of the Corporation’s outstanding commonstock (or the equivalent in voting power of any class or classes of securities of the Corporation entitled to vote in elections of directors) immediatelybefore such Corporate Transaction, and (B) the persons who were Continuing Directors (as defined below) immediately prior to the execution of theagreement providing for such Corporate Transaction constitute more than fifty percent (50%) of the members of the Board of Directors of the SurvivingCompany; or(iv) During any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “ContinuingDirectors”) cease for any reason to constitute at least a majority of the Board. For this purpose, any person who is nominated for election as a member ofthe Board after April 14, 2014 shall also be considered a “Continuing Director” if, and only if, his or her nomination for election to the Board isapproved or recommended by a majority of the members of the Board (or of the Nominating Committee of the Board) and at least five (5) members ofthe Board are themselves Continuing Directors at the time of such nomination; provided, however, that a director elected to the Board as part of athreatened or actual proxy contest, including by reason of an agreement intended to avoid or settle any threatened or actual proxy contest, shall not beconsidered a “Continuing Director” even if his or her nomination for election to the Board is approved or recommended by a majority of the membersof the Board (or of the Nominating Committee of the Board); or(v) The liquidation or dissolution of the Corporation.(c) Notwithstanding anything else in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions bythe Corporation to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement orotherwise (together, the “Payment”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the Paymentsshall be payable either in (i) full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to the Excise Tax and theExecutive shall receive the greater, on an after-tax basis, of (i) or (ii) above, as determined by an independent accountant or tax advisor (“Independent TaxAdvisor”) selected by the Corporation. In the event that the payments and/or benefits are to be reduced pursuant to this Section 6(c), such payments andbenefits shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of theExecutive as a result of this Section 6(c) is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of suchPayments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cashPayments (other than that portion of such Payments subject to clause (iii) below) and (iii) then by reducing or eliminating the portion of such Payments(whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any successor provision thereto) applies, in each case in reverse orderbeginning with Payments which are to be paid the farthest in time from the date of the transaction constituting a change in ownership of the Corporationwithin the meaning of Section 280G of the Code. Any reductions made pursuant to this Section 6(c) shall be made in a manner consistent with therequirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall bereduced on a pro rata basis but not below zero.(d) If any dispute arises between the Corporation (or any successor) and the Executive regarding Executive’s right to payments under thisSection, the Executive shall be entitled to recover his attorneys fees and costs incurred in connection with such dispute if the Executive is determined to bethe prevailing party. The following additional terms and conditions shall apply to the reimbursement of any attorneys fees and costs: (i) the attorneys feesand costs must be incurred by the Executive within five years following the date of the Executive’s termination or resignation; (ii) the attorneys fees andcosts shall be paid by the Corporation by the end of the taxable year following the year in which the attorneys fees and costs were incurred; (iii) the amountof any attorneys fees and costs paid by the Corporation in one taxable year shall not affect the amount of any attorneys fees and costs to be paid by theCorporation in any other taxable year; and (iv) the Executive’s right to receive attorneys fees and costs may not be liquidated or exchanged for any otherbenefit.7. DEATH If the Executive dies during the Term of this Agreement, the Corporation shall pay to the Executive’s estate the following:(i) Base Compensation accrued through the date of death, based on the number of days in such year that had elapsed as of the date of death;(ii) any accrued but unpaid PTO through the date of death;(iii) any bonuses earned but unpaid with respect to fiscal years or other completed periods preceding the date of death;(iv) any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plansmaintained by the Corporation, payable in accordance with the terms of the applicable plan;(v) any expenses owed to the Executive under Sections 4(d), 4(e) or 4(f);(vi) any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the death occurs (if he hadremained employed for the entire year), based on the number of days in such year that had elapsed as of the date of death), payable at the time that theCorporation pays bonuses to its executive officers for such year; and(vii) all stock options, restricted stock or other equity awards with time-based vesting granted to the Executive under this Agreement shallbecome fully vested and earned and, in the case of stock options, exercisable in full and all stock options, restricted stock or other equity awards withperformance-based vesting granted to the Executive under this Agreement shall become vested to the extent provided in the applicable awardagreement.All cash payments listed in subsections (i), (ii), (iii) and (v) required to be paid pursuant to this Section shall be made to the estate within sixty (60) daysfollowing the date of death and within any shorter time period required by law. All payments to be made pursuant to subsection (vii) (excluding stockoptions) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except asotherwise expressly provided in the applicable award agreement).The pro-rated bonus shall be paid in accordance with the provisions of Section 3(b) after theCompensation Committee has approved bonuses payable for the year.8. WITHHOLDING AND SECTION 409A COMPLIANCE (a) The Corporation shall, to the fullest extent not prohibited by law, have the right to withhold and deduct from any payment hereunder anyfederal, state or local taxes of any kind required by law to be withheld with respect to any such payment. (b) This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently withsuch intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extentpossible, under either the separation pay exemption pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), as short-term deferrals pursuant to TreasuryRegulation Section 1.409A-1(b)(4), or otherwise. In the event the terms of this Agreement would subject the Executive to additional income taxes, interest orpenalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Executive shall cooperate diligently to amend the terms of theAgreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s“termination,” “termination of employment,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined inTreasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the Corporation and all entities treated asa single employer with the Corporation under Sections 414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level setforth therein). Notwithstanding any other provision in this Agreement, including but not limited to Sections 5 and 6, if the Executive is a “SpecifiedEmployee” (as defined Treasury Regulation Section 1.409A-1(i) on December 31st of the prior calendar year), as of the date of the Executive’s separationfrom service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within themeaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service, and (iii) under the terms of this Agreement would bepayable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, on the firstday of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following theExecutive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement oradvancement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonablyrequired by the Corporation under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receiptof such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred thereimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount ofexpenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefitpursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.9. PROTECTION OF CONFIDENTIAL INFORMATION The Executive hereby agrees that, during his employment with the Corporation and thereafter, he shall not, directly or indirectly, disclose or makeavailable to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (defined below). The Executive further agrees that, upon the date of the Executive’s termination, all Confidential Information in his possession that is in written or othertangible form shall be returned to the Corporation and shall not be retained by the Executive or furnished to any third party, in any form except as providedherein. Notwithstanding the foregoing, this Section 9 shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to theExecutive, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to theCorporation by the Executive, (iii) is lawfully disclosed to the Executive by a third party, or (iv) is required to be disclosed by law or by any court, arbitratoror administrative or legislative body with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information. As used inthis Agreement, Confidential Information means, without limitation, any non-public confidential or proprietary information disclosed to Executive or knownby the Executive as a consequence of or through the Executive’s relationship with the Corporation, in any form, including electronic media. ConfidentialInformation also includes, but is not limited to the Corporation’s business plans and financial information, marketing plans, and business opportunities.Nothing herein shall limit in any way any obligation the Executive may have relating to Confidential Information under any other agreement or promise tothe Corporation.The Executive recognizes that because his work for the Corporation will bring him into contact with confidential and proprietary information of theCorporation, the restrictions of this Section 9 are required for the reasonable protection of the Corporation and its investments and for the Corporation’sreliance on and confidence in the Executive.10. COVENANT NOT TO COMPETE The Executive hereby agrees that he will not, either during the Term or at all times until one year from the time his employment ceases, or, if later,during any period in which he is receiving any severance or change in control payments under Sections 5(a) or 6 (the “Restricted Period”), engage in anybusiness activities on behalf of any enterprise which competes with the Corporation in the business of (i) ownership or operation of Health Care Facilities(defined below); ( ii) investment in or lending to health care related enterprises (including, without limitation, owners or developers of Health CareFacilities); (iii) management of Health Care Facilities; or (iv) provision of any planning or development services for Health Care Facilities. “Health CareFacilities” means any senior housing facilities or facilities used or intended primarily for the delivery of health care services, including, without limitation,any active adult communities, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatorysurgery centers, medical office buildings, hospitals of any kind, or any similar types of facilities or projects. The Executive will be deemed to be engaged insuch competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, orother participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitivebusiness shall not be deemed to be engaging in competitive business activities.During the Restricted Period, Executive will be prohibited, to the fullest extent allowed by applicable law, from directly or indirectly, individually oron behalf of any person or entity, encouraging, inducing, attempting to induce, recruiting, attempting to recruit, soliciting or attempting to solicit orparticipating in any way in hiring or retaining for employment, contractor or consulting opportunities anyone who is employed at that time by theCorporation or any subsidiary or affiliate. During the Restricted Period, Executive will not make or authorize anyone else to make on Executive’s behalf any disparaging or untruthful remarks orstatements, whether oral or written, about the Corporation, its operations or its products, services, affiliates, officers, directors, employees, or agents, or issueany communication that reflects adversely on or encourages any adverse action against the Corporation. Executive will not make any direct or indirectwritten or oral statements to the press, television, radio or other media or other external persons or entities concerning any matters pertaining to the businessand affairs of the Corporation, its affiliates or any of its officers or directors.11. INJUNCTIVE RELIEF The Executive acknowledges and agrees that it would be difficult to fully compensate the Corporation for damages resulting from the breach orthreatened breach of the covenants set forth in Sections 9 and 10 of this Agreement and accordingly agrees that the Corporation shall be entitled to temporaryand injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the need to post any bond, toenforce such provisions in any action or proceeding instituted in the United States District Court for the Northern District of Ohio or in any court in the Stateof Ohio having subject matter jurisdiction. This provision with respect to injunctive relief shall not, however, diminish the Corporation’s right to claim andrecover damages.It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be reasonable, if a courtdetermines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Executive, nosuch provision of this Agreement shall be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such extent assuch court may judicially determine or indicate to be reasonable.12. NOTICES All notices or communications hereunder shall be in writing and sent by overnight courier, certified mail, or registered mail (return receipt requested),postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):If to the Corporation:Health Care REIT, Inc.4500 Dorr StreetToledo, OH 43615Attention: General Counsel If to the Executive, at the address on file with the Corporation’s Human Resources department.The actual date of mailing, as shown by a mailing receipt therefor, shall determine the time at which notice was given.13. SEPARABILITY If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall notaffect the remaining provisions hereof which shall remain in full force and effect.14. ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of theCorporation, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by the Executive.15. ENTIRE AGREEMENT This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandingsbetween the Corporation and the Executive. The Agreement may be amended at any time by mutual written agreement of the parties hereto.16. GOVERNING LAW This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Ohio.IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly executed, and the Executive has hereunto set his hand, as of the dayand year first above written. HEALTH CARE REIT, INC. By: /s/ Erin C. Ibele Erin C. Ibele, Executive Vice President, Head of HumanCapital and Corporate Secretary EXECUTIVE: /s/ Thomas J. DeRosa Thomas J. DeRosa  EXHIBIT 10.13 HEALTH CARE REIT, INC.Summary of Director CompensationFor each calendar year, each non-employee member of the Board of Directors of Health Care REIT, Inc. (the “Company”) will receive an annualretainer of $75,000, payable in equal quarterly installments. If there is a non-employee director serving as the Chairman of the Board, such individual willreceive an additional retainer of $125,000. Additionally, the chairs of the Audit Committee, the Compensation Committee and the Nominating/CorporateGovernance Committee will receive additional retainers of $25,000, $20,000 and $15,000, respectively. If the Board of Directors holds more than fourmeetings in a year, each non-employee member of the Board will receive $1,500 for each meeting attended in excess of four meetings. With respect to theAudit, 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 $125,000, pursuant to theCompany’s Amended and Restated 2005 Long-Term Incentive Plan. The deferred stock units will be convertible into shares of common stock of theCompany on the anniversary of the date of the grant. Recipients of the deferred stock units also will be entitled to dividend equivalent rights.  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,(dollars in thousands) 2010 2011 2012 2013 2014Earnings: Pretax income from continuing operations before adjustmentfor income or loss from equity investees(1) $32,976 $112,203 $185,912 $102,245 $384,213Fixed charges 134,905 290,240 359,947 460,918 485,762Capitalized interest (20,792) (13,164) (9,777) (6,700) (7,150)Amortized premiums, discounts and capitalized expensesrelated to indebtedness 13,945 13,905 11,395 4,142 2,427Noncontrolling interest in pre-tax income of subsidiaries thathave not incurred fixed charges (357) 4,894 2,415 6,770 (147)Earnings $160,677 $408,078 $549,892 $567,375 $865,105 Fixed charges: Interest expense(1) $128,058 $290,981 $361,565 $458,360 $481,039Capitalized interest 20,792 13,164 9,777 6,700 7,150Amortized premiums, discounts and capitalized expensesrelated to indebtedness (13,945) (13,905) (11,395) (4,142) (2,427)Fixed charges $134,905 $290,240 $359,947 $460,918 $485,762 Consolidated ratio of earnings to fixed charges 1.19 1.41 1.53 1.23 1.78 Earnings: Pretax income from continuing operations before adjustmentfor income or loss from equity investees(1) $32,976 $112,203 $185,912 $102,245 $384,213Fixed charges 134,905 290,240 359,947 460,918 485,762Capitalized interest (20,792) (13,164) (9,777) (6,700) (7,150)Amortized premiums, discounts and capitalized expensesrelated to indebtedness 13,945 13,905 11,395 4,142 2,427Noncontrolling interest in pre-tax income of subsidiaries thathave not incurred fixed charges (357) 4,894 2,415 6,770 (147)Earnings $160,677 $408,078 $549,892 $567,375 $865,105 Fixed charges: Interest expense(1) $128,058 $290,981 $361,565 $458,360 $481,039Capitalized interest 20,792 13,164 9,777 6,700 7,150Amortized premiums, discounts and capitalized expensesrelated to indebtedness (13,945) (13,905) (11,395) (4,142) (2,427)Fixed charges 134,905 290,240 359,947 460,918 485,762Preferred stock dividends 21,645 60,502 69,129 66,336 65,408Combined fixed charges and preferred stock dividends $156,550 $350,742 $429,076 $527,254 $551,170 Consolidated ratio of earnings to combined fixed charges andpreferred stock dividends 1.03 1.16 1.28 1.08 1.57 (1) We have reclassified the income and expenses attributable to the properties sold prior to or held for sale at January 1, 2014 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, LLCDelaware1730 10 Avenue Property Inc.British Columbia, Canada1785 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 LLCDelaware220 North Clark Drive, 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 LLCDelaware246A Federal Road Brookfield LLCDelaware25 Cobb Street Mansfield LLCDelaware2695 Valleyview Boulevard, LLCDelaware27 Forest Falls Drive Yarmouth LLCDelaware2750 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, LLCDelaware3300 57 Avenue Property Inc.British Columbia, Canada331 Holt Lane Associates, LLCWest Virginia340 May Street Worcester LLCDelaware3434 Watters Road, LLCDelaware35 Fenton Street, 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, LLCDelaware3902 47 Street Property Inc.British Columbia, Canada3921 North Main Street, LLCDelaware4 Forge Hill Road Franklin LLCDelaware4004 40 Street Property Inc.British Columbia, Canada402 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, LLCDelaware5430 37A Avenue Property Inc.British Columbia, Canada5437 Eisenhauer Road, LLCDelaware5455 Glenridge Drive, NE, LLCDelaware5521 Village Creek Drive, LLCDelaware5550 Old Jacksonville Highway, LLCDelaware5600 Sunrise Crescent Property Inc.British Columbia, Canada5700 Karl Road, LLCDelaware5902 North Street, LLCDelaware616 Lilly Road NE, LLCWashington645 Saybrook Road Middletown LLCDelaware655 Mansell Road, LLCDelaware660 7 Street Property Inc.British Columbia, Canada6605 Quail Hollow Road, LLCDelaware680 Mountain Boulevard, LLCDelaware6821 50 Avenue Property Inc.British Columbia, Canada687 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 LLCDelaware750 North Collegiate Drive, LLCDelaware7610 Isabella Way, LLCDelaware77 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, LLCDelaware90 Avenue S.W. Property Inc.British Columbia, Canada901 Florsheim Drive, LLCDelaware9131-6844 Quebec Inc.Quebec, Canada935 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.Ontario, CanadaAlex & Main, L.P.IndianaAMCO 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.Ontario, CanadaASL, 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, LLCDelawareBayfield Court Operations LimitedUnited KingdomBel Air Healthcare Investors, LLCDelawareBel Air Property Development, LLCDelawareBellevue Healthcare Properties, LLCDelawareBellevue Physicians, LLCDelawareBelmont Village Buckhead Tenant, LLCDelawareBelmont Village Buffalo Grove Tenant, LLCDelawareBelmont 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.DelawareBroomfield 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 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 LLCDelawareB-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 VirginiaCassils Road West Property Inc.British Columbia, CanadaCastle 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, LLCDelawareChurchill Facility Inc.Ontario, CanadaCincinnati Physicians, LLCDelawareClaremont Facility Inc.Ontario, CanadaCliftonville LtdIsland of JerseyColson & Colson LimitedUnited KingdomColumbia Boulevard West Property Inc.British Columbia, CanadaConcord Health Group, Inc.DelawareCoon Rapids Healthcare Investors, LLCDelawareCooper Holding, LLCFloridaCooper, LLCDelawareCrestview Convalescent Home, Inc.PennsylvaniaCrestview North, Inc.PennsylvaniaCRP/BWN Litchfield, L.L.C.DelawareCSH-HCN (Alexander) Inc.Ontario, CanadaCSH-HCN (Avondale) Inc.Ontario, CanadaCSH-HCN (Belcourt) Inc.Ontario, CanadaCSH-HCN (Christopher) Inc.Ontario, CanadaCSH-HCN (Fountains) Inc.Ontario, CanadaCSH-HCN (Gordon) Inc.Ontario, CanadaCSH-HCN (Heritage) Inc.Ontario, CanadaCSH-HCN (Kingsville) Inc.Ontario, CanadaCSH-HCN (Lansing) Inc.Ontario, CanadaCSH-HCN (Leamington) Inc.Ontario, CanadaCSH-HCN (Livingston) Inc.Ontario, CanadaCSH-HCN (Marquis) Inc.Ontario, CanadaCSH-HCN (McConnell) Inc.Ontario, CanadaCSH-HCN (Pines) Inc.Ontario, CanadaCSH-HCN (Rideau) Inc.Ontario, CanadaCSH-HCN (Royalcliffe) Inc.Ontario, CanadaCSH-HCN (Scarlett) Inc.Ontario, CanadaCSH-HCN (Tranquility) Inc.Ontario, CanadaCSH-HCN Lessee (Alexander) GP Inc.Ontario, CanadaCSH-HCN Lessee (Alexander) LPOntario, CanadaCSH-HCN Lessee (Archer) GP Inc.Ontario, CanadaCSH-HCN Lessee (Archer) LPOntario, CanadaCSH-HCN Lessee (Avondale) GP Inc.Ontario, CanadaCSH-HCN Lessee (Avondale) LPOntario, CanadaCSH-HCN Lessee (Belcourt) GP Inc.Ontario, CanadaCSH-HCN Lessee (Belcourt) LPOntario, CanadaCSH-HCN Lessee (Boulogne) GP Inc.Ontario, CanadaCSH-HCN Lessee (Boulogne) LPOntario, CanadaCSH-HCN Lessee (Chicoutimi) GP Inc.Ontario, CanadaCSH-HCN Lessee (Chicoutimi) LPOntario, CanadaCSH-HCN Lessee (Christopher) GP Inc.Ontario, CanadaCSH-HCN Lessee (Christopher) LPOntario, CanadaCSH-HCN Lessee (Ecores) GP Inc.Ontario, CanadaCSH-HCN Lessee (Ecores) LPOntario, CanadaCSH-HCN Lessee (Fountains) GP Inc.Ontario, CanadaCSH-HCN Lessee (Fountains) LPOntario, CanadaCSH-HCN Lessee (Giffard) GP Inc.Ontario, CanadaCSH-HCN Lessee (Giffard) LPOntario, CanadaCSH-HCN Lessee (Gordon) GP Inc.Ontario, CanadaCSH-HCN Lessee (Gordon) LPOntario, CanadaCSH-HCN Lessee (Harmonie) GP Inc.Ontario, CanadaCSH-HCN Lessee (Harmonie) LPOntario, CanadaCSH-HCN Lessee (Heritage) GP Inc.Ontario, CanadaCSH-HCN Lessee (Heritage) LPOntario, CanadaCSH-HCN Lessee (Imperial) GP Inc.Ontario, CanadaCSH-HCN Lessee (Imperial) LPOntario, CanadaCSH-HCN Lessee (Jonquiere) GP Inc.Ontario, CanadaCSH-HCN Lessee (Jonquiere) LPOntario, CanadaCSH-HCN Lessee (Kingsville) GP Inc.Ontario, CanadaCSH-HCN Lessee (Kingsville) LPOntario, CanadaCSH-HCN Lessee (Lachine) GP Inc.Ontario, CanadaCSH-HCN Lessee (Lachine) LPOntario, CanadaCSH-HCN Lessee (Lansing) GP Inc.Ontario, CanadaCSH-HCN Lessee (Lansing) LPOntario, CanadaCSH-HCN Lessee (l'Atrium) GP Inc.Ontario, CanadaCSH-HCN Lessee (l'Atrium) LPOntario, CanadaCSH-HCN Lessee (Laviolette) GP Inc.Ontario, CanadaCSH-HCN Lessee (Laviolette) LPOntario, CanadaCSH-HCN Lessee (Leamington) GP Inc.Ontario, CanadaCSH-HCN Lessee (Leamington) LPOntario, CanadaCSH-HCN Lessee (l'Ermitage) GP Inc.Ontario, CanadaCSH-HCN Lessee (l'Ermitage) LPOntario, CanadaCSH-HCN Lessee (L'Estrie) GP Inc.Ontario, CanadaCSH-HCN Lessee (L'Estrie) LPOntario, CanadaCSH-HCN Lessee (Livingston) GP Inc.Ontario, CanadaCSH-HCN Lessee (Livingston) LPOntario, CanadaCSH-HCN Lessee (Marquis) GP Inc.Ontario, CanadaCSH-HCN Lessee (Marquis) LPOntario, CanadaCSH-HCN Lessee (McConnell) GP Inc.Ontario, CanadaCSH-HCN Lessee (McConnell) LPOntario, CanadaCSH-HCN Lessee (Notre-Dame) GP Inc.Ontario, CanadaCSH-HCN Lessee (Notre-Dame) LPOntario, CanadaCSH-HCN Lessee (Pines) GP Inc.Ontario, CanadaCSH-HCN Lessee (Pines) LPOntario, CanadaCSH-HCN Lessee (Pointe-aux-Trembles) GP Inc.Ontario, CanadaCSH-HCN Lessee (Pointe-aux-Trembles) LPOntario, CanadaCSH-HCN Lessee (Renaissance) GP Inc.Ontario, CanadaCSH-HCN Lessee (Renaissance) LPOntario, CanadaCSH-HCN Lessee (Rideau) GP Inc.Ontario, CanadaCSH-HCN Lessee (Rideau) LPOntario, CanadaCSH-HCN Lessee (Rive-Sud) GP Inc.Ontario, CanadaCSH-HCN Lessee (Rive-Sud) LPOntario, CanadaCSH-HCN Lessee (Royalcliffe) GP Inc.Ontario, CanadaCSH-HCN Lessee (Royalcliffe) LPOntario, CanadaCSH-HCN Lessee (Saguenay) GP Inc.Ontario, CanadaCSH-HCN Lessee (Saguenay) LPOntario, CanadaCSH-HCN Lessee (Saint-Jerome) GP Inc.Ontario, CanadaCSH-HCN Lessee (Saint-Jerome) LPOntario, CanadaCSH-HCN Lessee (Scarlett) GP Inc.Ontario, CanadaCSH-HCN Lessee (Scarlett) LPOntario, CanadaCSH-HCN Lessee (Tranquility) GP Inc.Ontario, CanadaCSH-HCN Lessee (Tranquility) LPOntario, CanadaCSH-HCN Lessee (Trembles) GP Inc.Ontario, CanadaCSH-HCN Lessee (Trembles) LPOntario, CanadaCSH-HCN Lessee (Wellesley) GP Inc.Ontario, CanadaCSH-HCN Lessee (Wellesley) LPOntario, CanadaCumberland Associates of Rhode Island, L.P.DelawareCW Property Inc.British Columbia, CanadaDawn 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 LLCMinnesotaDRF 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 AssociatesPennsylvaniaEdgemont Facility Inc.Ontario, CanadaEdison NJ Propco, LLCDelawareElement Acquisition Sub. 3, LLCDelawareElement Acquisition Sub. 4, 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.Ontario, CanadaFLA-PALM COURT Limited PartnershipFloridaFleetwood Villa Facility Inc.Ontario, CanadaFrauenshuh 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.PennsylvaniaGilbert 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.PennsylvaniaGrace Lodge Care Holdings S.a.r.l.LuxembourgGrace Lodge Care Operating S.a.r.l.LuxembourgGrace Lodge Care S.a.r.l.LuxembourgGracewell (Newmarket) LimitedUnited KingdomGracewell Healthcare 1 LimitedUnited KingdomGracewell Healthcare 2 LimitedUnited KingdomGracewell Healthcare 3 LimitedUnited KingdomGracewell Healthcare 4 LimitedUnited KingdomGracewell Investment No.2 S.a.r.l.LuxembourgGracewell Investment No.3 S.a.r.l.LuxembourgGracewell Investment No.4 S.a.r.l.LuxembourgGracewell Operations Holding LimitedUnited KingdomGracewell Properties (Abercorn) S.a.r.l.LuxembourgGracewell Properties (Birmingham) S.a.r.l.LuxembourgGracewell Properties (Church Crookham) S.a.r.l.LuxembourgGracewell Properties (Fareham) S.a.r.l.LuxembourgGracewell Properties (Frome) S.a.r.l.LuxembourgGracewell Properties (Hamilton) S.a.r.l.LuxembourgGracewell Properties (Horley) S.a.r.l.LuxembourgGracewell Properties (Kentford) S.a.r.l.LuxembourgGracewell Properties (Pines) S.a.r.l.LuxembourgGracewell Properties (Salisbury) S.a.r.l.LuxembourgGracewell Properties (Shelbourne) S.a.r.l.LuxembourgGracewell Properties (Weymouth) S.a.r.l.LuxembourgGracewell Properties Holding S.a.r.l.LuxembourgGrand 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.Quebec, CanadaHabitation Faubourg Giffard Inc.Quebec, CanadaHammes Company Green Bay I, LLCWisconsinHammes Company Green Bay II, LLCWisconsinHammonds Lane Meridian Limited PartnershipMarylandHanford Court LtdIsland of JerseyHarbor Crest Tenant, LLCDelawareHarnett Health Investors, LLCVirginiaHawthorns Braintree LimitedUnited KingdomHawthorns Clevedon LimitedUnited KingdomHawthorns Eastbourne LimitedUnited KingdomHawthorns Retirement Group UK LimitedUnited KingdomHawthorns Retirement Management LimitedUnited KingdomHawthorns Retirement UK LimitedUnited KingdomHBLR 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 Columbia, CanadaHCN (Stonehaven) Property Inc.British Columbia, CanadaHCN Access Holdings, LLCDelawareHCN Access Las Vegas I, LLCDelawareHCN Canadian Holdings GP-1 Ltd.British Columbia, CanadaHCN Canadian Holdings LP-1 Ltd.British Columbia, CanadaHCN Canadian Holdings-1 LPOntario, CanadaHCN Canadian Investment-1 LPOntario, CanadaHCN Canadian Investment-2 LPOntario, CanadaHCN Canadian Investment-4 LPOntario, CanadaHCN Canadian Investment-5 LPOntario, CanadaHCN Canadian Investment-5 ULCBritish Columbia, CanadaHCN Canadian Leasing (British Columbia) Ltd.British Columbia, CanadaHCN Canadian Leasing Ltd.British Columbia, CanadaHCN Canadian Leasing-2 Ltd.British Columbia, CanadaHCN Canadian Leasing-3 Ltd.British Columbia, CanadaHCN Canadian Leasing-4 Ltd.British Columbia, CanadaHCN Canadian Management Services Ltd.British Columbia, CanadaHCN Canadian Properties, Inc.New Brunswick, CAHCN Capital Holdings II, LLCDelawareHCN Capital Holdings, LLCDelawareHCN Development Services Group, Inc.IndianaHCN Emerald Holdings, LLCDelawareHCN FCE Life Sciences, LLCDelawareHCN Fountains Leasing Ltd.British Columbia, CanadaHCN G&L DownREIT LLCDelawareHCN G&L Holy Cross Sub, LLCDelawareHCN G&L Santa Clarita Sub, LLCDelawareHCN G&L Valencia Sub, LLCDelawareHCN 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 Columbia, CanadaHCN Interra Lake Travis LTACH, LLCDelawareHCN Investment GP-1 Ltd.British Columbia, CanadaHCN Investment GP-2 Ltd.British Columbia, CanadaHCN Investment GP-4 Ltd.British Columbia, CanadaHCN Investment GP-5 LtdBritish Columbia, CanadaHCN Investment LP-1 Ltd.British Columbia, CanadaHCN Investment LP-2 Ltd.British Columbia, CanadaHCN Lake Travis Holdings, LLCDelawareHCN Lake Travis Property One, LLCDelawareHCN Lake Travis Property Two, LLCDelawareHCN Lessee (Pembroke) GP Inc.British Columbia, CanadaHCN Lessee (Pembroke) LPOntario, CanadaHCN Lessee (Ross) GP Inc.British Columbia, CanadaHCN Lessee (Ross) LPOntario, CanadaHCN Lessee (Stonehaven) GP Inc.British Columbia, CanadaHCN Lessee (Stonehaven) LPOntario, CanadaHCN Medicus Holdings, LLCDelawareHCN Navvis Clarkson Valley, LLCDelawareHCN Renaissance Leasing Ltd.British Columbia, CanadaHCN Rendina Holdings, LLCDelawareHCN Rendina Merced, LLCDelawareHCN Ross Leasing Ltd.British Columbia, CanadaHCN 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.Ontario, CanadaHCN-Revera (Bough Beeches Place) Inc.Ontario, CanadaHCN-Revera (Centennial Park Place) Inc.Ontario, CanadaHCN-Revera (Churchill Place) Inc.Ontario, CanadaHCN-Revera (Colonel By) Inc.Ontario, CanadaHCN-Revera (Constitution Place) Inc.Ontario, CanadaHCN-Revera (Don Mills/Donway Place) Inc.Ontario, CanadaHCN-Revera (Fergus Place) Inc.Ontario, CanadaHCN-Revera (Glynnwood) Inc.Ontario, CanadaHCN-Revera (Hollyburn House) Inc.Ontario, CanadaHCN-Revera (Kensington) Inc.Ontario, CanadaHCN-Revera (Parkwood Court) Inc.Ontario, CanadaHCN-Revera (Parkwood Manor) Inc.Ontario, CanadaHCN-Revera (Parkwood Place) Inc.Ontario, CanadaHCN-Revera (Rayoak Place) Inc.Ontario, CanadaHCN-Revera (River Ridge) Inc.Ontario, CanadaHCN-Revera (Victoria Place) Inc.Ontario, CanadaHCN-Revera (Wellington) Inc.Ontario, CanadaHCN-Revera (Whitecliff) Inc.Ontario, CanadaHCN-Revera Joint Venture GP Inc.Ontario, CanadaHCN-Revera Joint Venture Limited PartnershipOntario, CanadaHCN-Revera Lessee (Appleby Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Appleby Place) LPOntario, CanadaHCN-Revera Lessee (Arnprior Villa) GP Inc.Ontario, CanadaHCN-Revera Lessee (Arnprior Villa) LPOntario, CanadaHCN-Revera Lessee (Bentley Moose Jaw) GP Inc.Ontario, CanadaHCN-Revera Lessee (Bentley Moose Jaw) LPOntario, CanadaHCN-Revera Lessee (Bentley Regina) GP Inc.Ontario, CanadaHCN-Revera Lessee (Bentley Regina) LPOntario, CanadaHCN-Revera Lessee (Bentley Saskatoon) GP Inc.Ontario, CanadaHCN-Revera Lessee (Bentley Saskatoon) LPOntario, CanadaHCN-Revera Lessee (Bentley Swift Current) GP Inc.Ontario, CanadaHCN-Revera Lessee (Bentley Swift Current) LPOntario, CanadaHCN-Revera Lessee (Bentley Yorkton) GP Inc.Ontario, CanadaHCN-Revera Lessee (Bentley Yorkton) LPOntario, CanadaHCN-Revera Lessee (Bough Beeches Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Bough Beeches Place) LPOntario, CanadaHCN-Revera Lessee (Cedarcroft Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Cedarcroft Place) LPOntario, CanadaHCN-Revera Lessee (Centennial Park Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Centennial Park Place) LPOntario, CanadaHCN-Revera Lessee (Chateau Renoir) GP Inc.Ontario, CanadaHCN-Revera Lessee (Chateau Renoir) LPOntario, CanadaHCN-Revera Lessee (Churchill Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Churchill Place) LPOntario, CanadaHCN-Revera Lessee (Claremont) GP Inc.Ontario, CanadaHCN-Revera Lessee (Claremont) LPOntario, CanadaHCN-Revera Lessee (Colonel By) GP Inc.Ontario, CanadaHCN-Revera Lessee (Colonel By) LPOntario, CanadaHCN-Revera Lessee (Constitution Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Constitution Place) LPOntario, CanadaHCN-Revera Lessee (Don Mills) GP Inc.Ontario, CanadaHCN-Revera Lessee (Don Mills) LPOntario, CanadaHCN-Revera Lessee (Donway Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Donway Place) LPOntario, CanadaHCN-Revera Lessee (Dorchester) GP Inc.Ontario, CanadaHCN-Revera Lessee (Dorchester) LPOntario, CanadaHCN-Revera Lessee (Edgemont) GP Inc.Ontario, CanadaHCN-Revera Lessee (Edgemont) LPOntario, CanadaHCN-Revera Lessee (Fergus Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Fergus Place) LPOntario, CanadaHCN-Revera Lessee (Fleetwood Villa) GP Inc.Ontario, CanadaHCN-Revera Lessee (Fleetwood Villa) LPOntario, CanadaHCN-Revera Lessee (Franklin) GP Inc.Ontario, CanadaHCN-Revera Lessee (Franklin) LPOntario, CanadaHCN-Revera Lessee (Glynnwood) GP Inc.Ontario, CanadaHCN-Revera Lessee (Glynnwood) LPOntario, CanadaHCN-Revera Lessee (Heritage Lodge) GP Inc.Ontario, CanadaHCN-Revera Lessee (Heritage Lodge) LPOntario, CanadaHCN-Revera Lessee (Highland Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Highland Place) LPOntario, CanadaHCN-Revera Lessee (Hollyburn House) GP Inc.Ontario, CanadaHCN-Revera Lessee (Hollyburn House) LPOntario, CanadaHCN-Revera Lessee (Hunt Club Manor) GP Inc.Ontario, CanadaHCN-Revera Lessee (Hunt Club Manor) LPOntario, CanadaHCN-Revera Lessee (Kensington) GP Inc.Ontario, CanadaHCN-Revera Lessee (Kensington) LPOntario, CanadaHCN-Revera Lessee (Landmark Court) GP Inc.Ontario, CanadaHCN-Revera Lessee (Landmark Court) LPOntario, CanadaHCN-Revera Lessee (Marian Chateau) GP Inc.Ontario, CanadaHCN-Revera Lessee (Marian Chateau) LPOntario, CanadaHCN-Revera Lessee (McKenzie Towne) GP Inc.Ontario, CanadaHCN-Revera Lessee (McKenzie Towne) LPOntario, CanadaHCN-Revera Lessee (Ogilvie Villa) GP Inc.Ontario, CanadaHCN-Revera Lessee (Ogilvie Villa) LPOntario, CanadaHCN-Revera Lessee (Parkwood Court) GP Inc.Ontario, CanadaHCN-Revera Lessee (Parkwood Court) LPOntario, CanadaHCN-Revera Lessee (Parkwood Manor) GP Inc.Ontario, CanadaHCN-Revera Lessee (Parkwood Manor) LPOntario, CanadaHCN-Revera Lessee (Parkwood Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Parkwood Place) LPOntario, CanadaHCN-Revera Lessee (Queenswood Villa) GP Inc.Ontario, CanadaHCN-Revera Lessee (Queenswood Villa) LPOntario, CanadaHCN-Revera Lessee (Rayoak Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Rayoak Place) LPOntario, CanadaHCN-Revera Lessee (River Ridge) GP Inc.Ontario, CanadaHCN-Revera Lessee (River Ridge) LPOntario, CanadaHCN-Revera Lessee (Riverbend) GP Inc.Ontario, CanadaHCN-Revera Lessee (Riverbend) LPOntario, CanadaHCN-Revera Lessee (Scenic Acres) GP Inc.Ontario, CanadaHCN-Revera Lessee (Scenic Acres) LPOntario, CanadaHCN-Revera Lessee (Stittsville Villa) GP Inc.Ontario, CanadaHCN-Revera Lessee (Stittsville Villa) LPOntario, CanadaHCN-Revera Lessee (Terrace Gardens) GP Inc.Ontario, CanadaHCN-Revera Lessee (Terrace Gardens) LPOntario, CanadaHCN-Revera Lessee (The Churchill) GP Inc.Ontario, CanadaHCN-Revera Lessee (The Churchill) LPOntario, CanadaHCN-Revera Lessee (Trafalgar Lodge) GP Inc.Ontario, CanadaHCN-Revera Lessee (Trafalgar Lodge) LPOntario, CanadaHCN-Revera Lessee (Victoria Place) GP Inc.Ontario, CanadaHCN-Revera Lessee (Victoria Place) LPOntario, CanadaHCN-Revera Lessee (Waverley/Rosewood) GP Inc.Ontario, CanadaHCN-Revera Lessee (Waverley/Rosewood) LPOntario, CanadaHCN-Revera Lessee (Wellington) GP Inc.Ontario, CanadaHCN-Revera Lessee (Wellington) LPOntario, CanadaHCN-Revera Lessee (Whitecliff) GP Inc.Ontario, CanadaHCN-Revera Lessee (Whitecliff) LPOntario, CanadaHCN-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 1950 Sunny Crest Drive, 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 Baylor Grapevine ASC, LLCDelawareHCRI Baylor Grapevine Medical Plaza, LLCDelawareHCRI Beachwood, Inc.OhioHCRI Boardman Properties, LLCDelawareHCRI Braintree Subtenant, LLCDelawareHCRI Broadview, Inc.OhioHCRI Burlington Manor Holdings, Inc.North CarolinaHCRI Burlington Manor Properties, LPNorth CarolinaHCRI Carmel Building A Medical Facility, LLCDelawareHCRI 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 Tenant TRS, LLCDelawareHCRI Gardner Park TRS, LLCDelawareHCRI Gaston Manor Holdings, Inc.North CarolinaHCRI Gaston Manor Properties, LPNorth CarolinaHCRI Health Lease US, LLCDelawareHCRI 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 MSH Gardner Park, 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, LLCDelawareHCRI 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.DelawareHCRI 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 Webb Gin Subtenant, LLCDelawareHCRI Weddington Park Holdings, Inc.North CarolinaHCRI Weddington Park Properties, LPNorth CarolinaHCRI Westgate Medical Facility, LLCDelawareHCRI Westlake, Inc.OhioHCRI Westover Hills Baptist Medical Facility II, LLCDelawareHCRI Westover Hills Baptist Medical Facility, LLCDelawareHCRI 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.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.PennsylvaniaHealthlease Properties Administration Company ULCBritish Columbia, CanadaHealthLease U.S. GP, Inc.DelawareHealthLease U.S., Inc.DelawareHeat Merger Sub, LLCDelawareHeat OP TRS, Inc.DelawareHempstalls Hall LtdIsland of JerseyHH Florida, LLCDelawareHighcliffe LtdIsland of JerseyHighland Healthcare Investors, LLCDelawareHilltop Health Care Center, Inc.DelawareHinckley House LtdIsland of JerseyHL GP, LLCIndianaHoliday Retirement (Clevedon) LimitedUnited KingdomHolly 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.Ontario, CanadaI.L.S. Care Communities Inc.Ontario, CanadaImperial Place Residence Inc. / Residence Place Imperiale Inc.Quebec, CanadaJackson 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.Ontario, CanadaLaurel Health Resources, Inc.DelawareLawrence Care (Maids Moreton) LimitedUnited KingdomLe Wellesley Inc.Quebec, CanadaLeawood Tenant, LLCDelawareLehigh Nursing Homes, Inc.PennsylvaniaLenexa Investors II, LLCDelawareLenexa Investors, LLCDelawareLeon Dorchester Facility Inc.Ontario, CanadaLes Belvederes de Lachine Inc.CanadaLes Jardins Laviolette Inc.Quebec, CanadaLes Residences-Hotellerie Harmonie Inc.Quebec, CanadaLillington AL Investors, LLCVirginiaLLUMCM, LLCDelawareLombard IL Senior Living Owner, LLCDelawareLouisville KY Senior Living Owner, LLCDelawareMabri Convalescent Center, Inc.ConnecticutMaids Moreton Operations LimitedUnited KingdomManoir Archer Inc.Quebec, CanadaManoir Bois de Boulogne Inc.Quebec, CanadaManoir et Cours de l'Atrium Inc.Quebec, CanadaManoir Pointe-aux-Trembles Inc.Quebec, CanadaManoir St-Jerome Inc.Quebec, CanadaMarkglen, 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.Ontario, CanadaMcKerley 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.DelawareMeridian 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, LLCDelawareMetropolitan/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, LLCWashingtonMiddletown (RI) Associates of Rhode Island, L.P.DelawareMidland I, LLCDelawareMidpark Way S.E. Property Inc.British Columbia, CanadaMidwest 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, LLCDelawareML Marion, L.P.IndianaMoline Physicians, LLCDelawareMontgomery Nursing Homes, Inc.PennsylvaniaMonticello Healthcare Properties, LLCDelawareMoorestown Physicians, LLCDelawareMount Vernon Physicians, LLCDelawareMountain View Tenant, LLCDelawareMPG Crawfordsville, L.P.IndianaMPG Healthcare, L.P.IndianaMS Arlington, L.P.IndianaMS Avon, L.P.IndianaMS Bradner, L.P.IndianaMS Brecksville, L.P.IndianaMS Brookville, L.P.IndianaMS Castleton, L.P.IndianaMS Chatham, L.P.IndianaMS Chesterfield, L.P.IndianaMS Currituck, L.P.IndianaMS Danville, L.P.IndianaMS Highland, L.P.IndianaMS Kokomo, L.P.IndianaMS Lexington, L.P.IndianaMS Mishawaka, L.P.IndianaMS Springfield, L.P.IndianaMS Stafford, L.P.IndianaMS Wabash, L.P.IndianaMS Westfield, L.P.IndianaMSH 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.MassachusettsOakland Care Centre LimitedUnited KingdomOgilvie Facility Inc.Ontario, CanadaOne Veronica Drive Danvers LLCDelawareOshawa Facility Inc.Ontario, CanadaOverland Park Tenant, LLCDelawareParamount Real Estate Services, Inc.DelawareParthenon Property Holdings, LLCDelawarePearland Shadow Creek Investors, 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 II GP LimitedIsland of JerseyPVL Landlord - BC, LLCDelawarePVL Landlord - Hattiesburg, LLCDelawarePVL Landlord - STL Hills, LLCDelawarePVL Landlord - Webster, LLCDelawareQueenswood Facility Inc.Ontario, CanadaRaleigh Manor Limited PartnershipWest VirginiaRedmond Partners, LLCDelawareRenoir Facility Inc.Ontario, CanadaResidence l'Ermitage Inc.Quebec, CanadaResidence Notre-Dame (Victoriaville) Inc.Quebec, CanadaRest Haven Nursing Home, Inc.West VirginiaRidgmar Tenant, LLCDelawareRiver Street AssociatesPennsylvaniaRiverbend Facility Inc.Ontario, CanadaRose View Manor, Inc.PennsylvaniaRoss Place Retirement Residence Inc. / Residence Pour Retraites Ross Place Inc.British Columbia, CanadaRoswell Tenant, LLCDelawareRRR SAS Facilities Inc.Ontario, CanadaRSF REIT V GP, L.L.C.TexasRSF REIT V SP GP, L.L.C.TexasRSF REIT V SP, L.L.C.DelawareRSF REIT V, LLCMarylandRSF SP Alamance V L.P.TexasRSF SP Canton V L.P.TexasRSF SP Chapel Hill V L.P.TexasRSF SP Franklin V L.P.TexasRSF SP Guilford V L.P.TexasRSF SP Harnett V, L.P.TexasRSF SP Liberty Ridge V L.P.TexasRSF SP Lillington AL V, L.P.TexasRSF SP Meadowview V L.P.TexasRSF SP Mitchell V L.P.TexasRSF SP Oakwood V, L.P.TexasRSF SP Scranton AL V, L.P.TexasRSF SP Scranton V, L.P.TexasRSF SP Smithfield V L.P.TexasRSF SP Stroudsburg V, L.P.TexasRSF SP Wilmington V L.P.TexasRSF SP Wrightsville V L.P.TexasRVNR, Inc.DelawareS&R Property SPE, LLCDelawareSaints Investments LimitedUnited KingdomSanta Monica AL, LLCDelawareSanta Monica Assisted Living Owner, LLCDelawareSanta Monica GP, LLCDelawareSarah Brayton General PartnershipMassachusettsSchuylkill Nursing Homes, Inc.PennsylvaniaScranton AL Investors, LLCVirginiaScranton Health Investors, LLCVirginiaSENIOR 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, LLCDelawareShelbourne Senior Living LimitedUnited KingdomSHP-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, LLCDelawareSIPL Finco S.a.r.lLuxembourgSIPL Hancock Propco S.a.r.lLuxembourgSIPL Holdco S.a.r.lLuxembourgSIPL Investments S.a.r.lLuxembourgSIPL Partner 1 S.a.r.lLuxembourgSIPL Partner 10 S.a.r.lLuxembourgSIPL Partner 11 S.a.r.lLuxembourgSIPL Partner 2 S.a.r.lLuxembourgSIPL Partner 3 S.a.r.lLuxembourgSIPL Partner 4 S.a.r.lLuxembourgSIPL Partner 5 S.a.r.lLuxembourgSIPL Partner 6 S.a.r.lLuxembourgSIPL Partner 7 S.a.r.lLuxembourgSIPL Partner 8 S.a.r.lLuxembourgSIPL Partner 9 S.a.r.lLuxembourgSIPL Saints Propco S.a.r.lLuxembourgSIPL Sunrise Propco S.a.r.lLuxembourgSolomont Family Fall River Venture, Inc.MassachusettsSomerset Ridge General PartnershipMassachusettsSouth Valley Medical Building L.L.C.MinnesotaSouth Valley Venture, LLCMinnesotaSouthern Ocean GP, LLCNew JerseySP Green Ridge, LLCVirginiaSP Harnett, LLCVirginiaSP Lillington, LLCVirginiaSP Virginia Beach, LLCVirginiaSP Whitestone, LLCVirginiaSpencer 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, LLCDelawareSt. Paul Healthcare Investors, LLCDelawareStafford Associates of N.J., L.P.New JerseyStafford Care Home LtdIsland of JerseyStafford Convalescent Center, Inc.DelawareStafford Medical Office Pavilion, LLCDelawareSterling Investment Partners LtdIsland of JerseyStittsville Facility Inc.Ontario, CanadaStroudsburg Health Investors, LLCVirginiaSubtenant 10225 Cypresswood Drive, LLCDelawareSubtenant 1118 N. Stoneman Avenue, LLCDelawareSubtenant 11330 Farrah Lane, LLCDelawareSubtenant 1221 Seventh Street, LLCDelawareSubtenant 125 W. Sierra Madre Avenue, LLCDelawareSubtenant 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 at Gardner Park Limited PartnershipMassachusettsSunrise 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 Services 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, LLCDelawareSunrise 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, LLCDelawareSunrise Oakland Assisted Living Limited PartnershipCaliforniaSunrise of Bagshot II LimitedIsland of JerseySunrise of Banstead LimitedIsland of JerseySunrise of Bassett LimitedIsland of JerseySunrise of Beaconsfield G.P. Inc.New Brunswick, CASunrise of Beaconsfield LimitedIsland of JerseySunrise of Beaconsfield, LPOntario, CanadaSunrise of Blainville G.P. Inc.New Brunswick, CASunrise of Blainville, LPOntario, CanadaSunrise of Bramhall II LimitedIsland of JerseySunrise of Cardiff LimitedIsland of JerseySunrise of Chorleywood LimitedIsland of JerseySunrise of Dollard des Ormeaux G.P. Inc.New Brunswick, CASunrise of Dollard des Ormeaux, LPOntario, CanadaSunrise 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), LLCDelawareSunrise Third Alta Loma SL, LPCaliforniaSunrise Third Claremont SL, LPCaliforniaSunrise Third Crystal Lake SL, LLCIllinoisSunrise 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 Brunswick, CASZR Blainville, Inc.New Brunswick, CASZR Dollard des Ormeaux, Inc.New Brunswick, CATacoma Healthcare Investors, LLCDelawareTanglewood Tenant, LLCDelawareTeays Valley Haven Limited PartnershipWest VirginiaTerrace Gardens Retirement Facility Inc.Ontario, CanadaThe 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.Ontario, CanadaTrent House LtdIsland of JerseyTV Arlington Tenant, LLCDelawareUpper St. Clair Senior Living, L.L.C.DelawareV.W. Properties LimitedIsland of JerseyValleyview Drive S.W. Property Inc.British Columbia, CanadaVankleek Facility Inc.Ontario, CanadaVentana Canyon Tenant, LLCDelawareVilla Chicoutimi Inc.Quebec, CanadaVilla De L'Estrie Inc.Quebec, CanadaVilla du Saguenay Inc.Quebec, CanadaVilla Jonquiere Inc.Quebec, CanadaVilla Rive-Sud Inc.Quebec, CanadaVillas Realty & Investments, Inc.PennsylvaniaVirginia Beach Health Investors, LLCVirginiaVoorhees 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.VirginiaWindrose Central Medical III Properties, L.L.C.VirginiaWindrose Central Medical Properties, L.L.C.DelawareWindrose 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, L.L.C.DelawareWindrose 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 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.VirginiaWMPT Boynton West Management, LLCDelawareWMPT Claremore Management, LLCDelawareWMPT 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.DelawareWMPT 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. 333-126195) 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 20, 2015, 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, 2014. /s/ ERNST & YOUNG LLP Toledo, OhioFebruary 20, 2015  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 Thomas J. DeRosa and Scott A. Estes, and each of them, his or her true and lawful attorneys-in-fact andagents, 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 ended December31, 2014 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, and anyand all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, andeach 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, as fully toall 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, maylawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of this 19th day of February 2015. /s/ Jeffrey H. Donahue /s/ Judith C. Pelham Jeffrey H. Donahue, Chairman of the Board Judith C. Pelham, Director /s/ William C. Ballard, Jr. /s/ Sergio D. Rivera William C. Ballard, Jr., Director Sergio D. Rivera, Director /s/ Peter J. Grua /s/ R. Scott Trumbull Peter J. Grua, Director R. Scott Trumbull, Director /s/ Fred S. Klipsch /s/ Thomas J. DeRosa Fred S. Klipsch, Director Thomas J. DeRosa, Chief Executive Officer and Director (Principal Executive Officer) /s/ Geoffrey G. Meyers /s/ Scott A. Estes Geoffrey G. Meyers, 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 and Corporate Controller (Principal Accounting Officer) /s/ Sharon M. Oster Sharon M. Oster, Director  EXHIBIT 31.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERI, Thomas J. DeRosa, 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 designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions 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 20, 2015 /s/ THOMAS J. DEROSA Thomas J. DeRosa, 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 designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions 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 20, 2015 /s/ SCOTT A. ESTES Scott A. Estes, Chief Financial Officer  EXHIBIT 32.1CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 I, Thomas J. DeRosa, the Chief Executive Officer of Health Care REIT, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Actof 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, 2014 (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/ THOMAS J. DEROSA Thomas J. DeRosa, Chief Executive Officer Date: February 20, 2015 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, 2014 (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 20, 2015 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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