SecProbe.io

March 7, 2012
 Via E-mail

Scott A. Estes Chief Financial Officer Health Care REIT, Inc. 4500 Dorr Street Toledo, OH 43615
Re: Health Care REIT, Inc.
 Form 10-K for Fiscal Year Ended  December 31, 2011
Filed February 17, 2012 File No. 001-08923

Dear Mr. Estes:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the year ended December 31, 2011

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

 Medical Facilities, page 59

 1. In future filings, please remove the non-GAAP income statement containing your pro rata
net income for your joint venture investments.   Please refer to Item 10(e) of Regulation
S-K and to Compliance and Di sclosure Interpretation 102.10.

Scott A. Estes
Health Care REIT, Inc. March 7, 2012 Page 2

 Non-GAAP Financial Measures, page 63

 2. Please tell us if management views same stor e cash NOI as a key performance indicator.
To the extent management does not view th is measure as a key performance indicator,
please tell us how you made that determinati on.  To the extent management views this
measure as a key performance indicator, pleas e include this measure and the appropriate
Item 10(e) disclosures in future filings.  A dditionally, your disclosure should include how
you determined the same store pool.

3. We note your definition of NOI, pl ease revise future filings to clarify what expenses are
included in property level operating expenses and what expenses ar e included in general
and administrative expenses.  Within your re sponse, please provide an example of your
proposed disclosure.
 4. In future filings, please reconcile Net operati ng income to Net income attributable to
common stockholders.  Please refer to Item 10(e) of Regulation S-K.
 Financial Statements

 Notes to Consolidated Financial Statements

17. Segment Reporting, page 96
 5. In future filings, please reconcile Net ope rating income to Income from continuing
operations before income taxes and income from  unconsolidated entities.   Please refer to
paragraph 30b of  ASC 280-10-50.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Scott A. Estes
Health Care REIT, Inc. March 7, 2012 Page 3

 You may contact Jennifer Moni ck, Senior Staff Accountan t, at 202-551-3295 or me at
202-551-3629 if you have questions.
Sincerely,
  /s/ Kevin Woody
Kevin Woody Branch Chief