SecProbe.io

May 21, 201 3

Via E -mail
Mr. Scott  A. Estes
Chief Financial Officer
Health Care REIT, Inc.
4500 Dorr Street
Toledo , Ohio   43615

Re: Health Care REIT, Inc.
 Form 10-K for the  fiscal  year ended December  31, 2012
Filed February  26, 201 3
File No. 1-8923

Dear Mr. Estes :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 201 2

Item 1. Business

Investment Types, page 6

1. We note your disclosure that certain of your hospitals and your triple -net lease properties
are subject to purchase options held by lessees as of December 3 1, 2012.  Please
summarize the general nature of how these purchase options typically relate to your
business decisions to either purchase a property or develop a property and also whether or
not you proactively offer such options in exchange for negotiati ng better leasing terms
with a potential lessee.  Tell us the extent to which your property portfolio is optioned out
as of December 31, 2012.  In your response, please tell us whether any of these options
may require you to sell the properties at a discou nt to market price and/or carrying value

Mr. Scott A. Estes
 Health Care REIT, Inc.
 May 21, 201 3
 Page 2

 and clarify for us how you have modified your impairment analyses for properties subject
to purchase options.  Additionally, please tell us whether any property dispositions were
related to such option exercises dur ing each year presented within your financial
statements.

Item 2. Properties, page 39
2. We note your lease expirations table on page 39 and your correspondence dated April 13,
2011 regarding your Form 10 -K for the fiscal year ended December 31, 2010.   In fu ture
Exchange Act reports, please expand the table to include the units/beds covered by
expiring leases at senior housing and hospital properties.   Please also revise your table to
indicate the number of medical office buildings leases that are expiring fo r each of the
years presented.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 43
3. We note your risk factor disclosure related to your potential exposure to significant tenant
and operator credit issues.   With respect to your senior housing triple -net properties and
your senior housing operating properties, please include in future Exchange Act reports a
discussion on how management monitors significant tenant and operating partner credit
quality and ident ify any material changes in quality.
4. In future Exchange Act reports, to the extent you have material development activity,
please disclose for each pending development the anticipated completion date, the scope
of the development, such as estimated square feet or beds, the costs incurred to date and
the budgeted costs.   For completed developments, please disclose the actual costs
incurred on a per square foot or bed basis and clarify whether leasing costs are included.

Results of Operations, page 51
5. We not e your discussion on page 59 of how you define same store cash NOI.   In future
Exchange Act reports, please clarify what is meant by properties that are “transitioned”
for purposes of exclusion from the same -store pool.   To the extent that properties are
excluded from the pool for reasons other than development, disposition or acquisition,
please quantify the number of properties removed and the reasons for their removal.

Financial Statements

Consolidated Statements of Cash Flows, page 76

6. It appears that  you have included acquisitions of and improvements to operating real
estate and the acquisition of and improvements to real estate under development in a
single line caption “Investment in real property, net of cash acquired” within the
investing section of the cash flow statement.  In future filings, please disclose separately

Mr. Scott A. Estes
 Health Care REIT, Inc.
 May 21, 201 3
 Page 3

 the amounts paid for acquisitions separate from improvements and additionally disclose
acquisitions separately from development activities.  In addition, please include a
discussion , within your MD&A of your improvements including a breakdown of these
expenditures between new development, redevelopment/renovations, tenant allowances
and other capital expenditures by year and a discussion of significant fluctuations
between yea rs. Lastly, please disclose the amount of soft costs for interest and payroll
expenditures capitalized for all periods presented with a narrative discussion of
significant fluctuation s.

7. We note that for the year ended December 31, 2010 and for the quarter ended March 31,
2013, that cash distributions exceeded net cash provided from operating activities on your
consolidated statements of cash flows.  Please address the source of funds that are used to
make these excess distributions within Management’s Discussion and Analysis of
Financial Condition and Results of Operations.

We urge all who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all  applicable Exchange Act rules require.   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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securiti es laws of the United States.

You may contact Howard Efron, Staff Accountant, at (202) 551 -3439 or me at (202) 551 -3629 if
you have questions regarding comments on the financial statemen ts and related matters.  Please
contact Erin Martin , Staff Attorney, at (202) 551 -3391 or Mike McTiernan , Assistant Director , at
(202) 551 -3852 with regard to legal comments.

Sincerely,

        /s/ Kevin Woody

Kevin Woody
Branch Chief