Issuer:

Health Care REIT, Inc.

Title of Shares:

6.50% Series J Cumulative Redeemable Preferred Stock (“Series J Preferred Stock”).

Number of Shares:

11,500,000 shares.

Overallotment Option:

None.

Maturity:

Perpetual (unless redeemed or repurchased by us on or after March 7, 2017 or pursuant to our optional redemption right or special redemption right or converted by an investor in connection with a Change of Control (as defined below)).

Trade Date:

February 29, 2012.

Settlement Date:

March 7, 2012 (T+5).

Dividend:

6.50% per annum per share liquidation preference (equivalent to $1.625 per annum per share).

Dividend Payment Dates:

On or about January 15, April 15, July 15 and October 15 of each year. The first dividend on the Series J Preferred Stock will be paid April 16, 2012, since April 15, 2012 is a Sunday, and will be in the amount of $0.171528 per share.

Conversion Rights:

Upon the occurrence of a Change of Control, each holder of Series J Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem the Series J Preferred Stock) to convert some or all of the Series J Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of Series J Preferred Stock to be converted equal to the lesser of:

•       the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series J Preferred Stock dividend payment and prior to the corresponding Series J Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and

•       0.918442 (the “Share Cap”), subject to certain adjustments;

subject, in each case, to provisions for the receipt of alternative consideration as described in the Preliminary Prospectus Supplement.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of our common stock (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right will not exceed 10,562,086 shares of our common stock (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.

If we have provided or provide a redemption notice, whether pursuant to our special optional redemption right in connection with a Change of Control or our optional redemption right, holders of Series J Preferred Stock will not have any right to convert the Series J Preferred Stock in connection with the Change of Control Conversion Right and any Series J Preferred Stock subsequently selected for redemption that has been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.

A “Change of Control” is when, after the original issuance of the Series J Preferred Stock, the following have occurred and are continuing:

•       the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of our shares entitling that person to exercise more than 50% of the total voting power of all of our shares entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is

exercisable only upon the occurrence of a subsequent condition); and

•       following the closing of any transaction referred to in the bullet above, neither us nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “NYSE”), the NYSE Amex Equities (the “NYSE Amex”) or the NASDAQ Stock Market (“NASDAQ”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ.

The “Change of Control Conversion Date” is the date the shares of Series J Preferred Stock are to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice described in the Preliminary Prospectus Supplement to the holders of Series J Preferred Stock.

The “Common Stock Price” will be: (i) the amount of cash consideration per share of common stock, if the consideration to be received in the Change of Control by the holders of our common stock is solely cash; and (ii) the average of the per-share closing prices for our common stock on the NYSE for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of our common stock is other than solely cash.

Optional Redemption:

We may not redeem the Series J Preferred Stock prior to March 7, 2017, except as described below under “Special Optional Redemption” and in limited circumstances relating to our continuing qualification as a REIT. On and after March 7, 2017, we may, at our option, redeem the Series J Preferred Stock, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

Special Optional Redemption:

Upon the occurrence of a Change of Control, we may, at our option, redeem the Series J Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, we exercise any of our redemption rights relating to the Series J Preferred Stock (whether our optional redemption right or our special optional redemption right), the holders of Series J Preferred Stock will not have the conversion right described above.

Annual Yield:

6.50%

Public Offering Price:

$25.00 per share

Purchase Price by Underwriters:

$24.2125 per share

Net Proceeds (before expenses):

$278,443,750

Underwriting Discount:

$9,056,250

Listing/Symbol:

NYSE / HCN PrJ

CUSIP / ISIN:

42217K 700 / US42217K7000

Joint Book-Running Managers:

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Morgan Stanley & Co. LLC

UBS Securities LLC

Wells Fargo Securities, LLC

Co-Managers:

Barclays Capital Inc.

Raymond James & Associates, Inc.

RBC Capital Markets, LLC

Stifel, Nicolaus & Company, Incorporated

Cash and cash equivalents

Debt:

  Borrowings under unsecured lines of credit(1)

  Senior notes due 2012

  Senior notes due 2013

  Senior notes due 2015

  Senior notes due 2016

  Senior notes due 2016

  Senior notes due 2017

  Senior notes due 2020

  Senior notes due 2021

  Senior notes due 2022

  Senior notes due 2041

  4.75% convertible senior notes due 2026(2)

  4.75% convertible senior notes due 2027(2)

  3.00% convertible senior notes due 2029(2)

  Secured debt

  Capital lease obligation

  Unamortized premiums/discounts and fair value adjustments

  Total debt

Redeemable noncontrolling interests

Stockholders’ equity:

  Preferred Stock, $1.00 par value; authorized—50,000,000 shares

Series D Cumulative Redeemable Preferred Stock; 4,000,000 shares issued and outstanding

Series F Cumulative Redeemable Preferred Stock; 7,000,000 shares issued and outstanding

Series H Cumulative Convertible and Redeemable Preferred Stock; 349,854 shares issued and outstanding

Series I Cumulative Convertible Perpetual Preferred Stock; 14,375,000 shares issued and outstanding

Series J Cumulative Redeemable Preferred Stock; 11,500,000 shares issued and outstanding

  Common Stock, $1.00 par value; authorized—400,000,000 shares; 192,604,918 shares issued and 192,275,248 shares outstanding, actual; 213,304,918 shares issued and 212,975,248 shares outstanding, as adjusted(5)

  Capital in excess of par value

  Treasury stock

  Cumulative net income

  Cumulative dividends

  Accumulated other comprehensive income

  Other equity

Total Health Care REIT, Inc. stockholders’ equity

Noncontrolling interests

Total equity

Total capitalization

$5 million was outstanding under our unsecured lines of credit at February 28, 2012.

The amounts shown do not reflect original issue discount pursuant to ASC 470-20, Debt with Conversion and Other Options. Under ASC 470, an entity must separately account for the liability and equity components of

the convertible debt instruments (such as the convertible senior notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the our economic interest cost. The effect of ASC 470 on the accounting for the convertible senior notes is that the equity component is included in the capital in excess of par value section of stockholders’ equity on our consolidated balance sheet and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component of the convertible senior notes. The original issue discount for the convertible senior notes is included in “Unamortized premiums/discounts and fair value adjustments.”

We will call all of the shares of the Series D Cumulative Redeemable Preferred Stock for redemption on March 2, 2012. The redemption date is April 2, 2012. On that date, we will redeem all outstanding shares of the Series D Cumulative Redeemable Preferred Stock at a price of $25.01094 per share, which includes all accrued and unpaid dividends through the redemption date. The redemption price does not include $0.49219 per share quarterly dividend that will be paid separately on or after April 16, 2012 to holders of record of the Series D Cumulative Redeemable Preferred Stock on March 30, 2012. From and after such date, the Series D Cumulative Redeemable Preferred Stock will no longer be deemed outstanding. We intend to use the net proceeds from this offering to redeem all of the Series D Cumulative Redeemable Preferred Stock.

We will call all of the shares of the Series F Cumulative Redeemable Preferred Stock for redemption on March 2, 2012. The redemption date is April 2, 2012. On that date, we will redeem all outstanding shares of the Series F Cumulative Redeemable Preferred Stock at a price of $25.01059 per share, which includes all accrued and unpaid dividends through the redemption date. The redemption price does not include the $0.47656 per share quarterly dividend that will be paid separately on or after April 16, 2012 to holders of record of the Series F Cumulative Redeemable Preferred Stock on March 30, 2012. From and after such date, the Series F Cumulative Redeemable Preferred Stock will no longer be deemed outstanding. We intend to use the net proceeds from this offering to redeem all of the Series F Cumulative Redeemable Preferred Stock.

Excludes: (i) 1,251,659 shares of common stock reserved for issuance that relate to outstanding options under the 1995 Stock Incentive Plan, Stock Plan for Non-Employee Directors, 2005 Long-Term Incentive Plan and Windrose Medical Properties Trust 2002 Stock Incentive Plan; (ii) 5,977,618 shares of common stock reserved for issuance under our dividend reinvestment and stock purchase plan; (iii) 2,670,038 shares of common stock reserved for issuance that relate to the $125,585,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2026 (of which 44 shares of common stock were issued on January 9, 2012 in connection with the conversion of $22,000 aggregate principal amount of such notes); (iv) 3,393,270 shares of common stock reserved for issuance that relate to the $168,086,000 aggregate principal amount of 4.75% Convertible Senior Notes due 2027; (v) 9,669,732 shares of common stock reserved for issuance that relate to the $494,403,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2029; (vi) 349,854 shares of common stock reserved for issuance upon conversion of the Series H Cumulative Convertible and Redeemable Preferred Stock; (vii) 12,161,250 shares of common stock reserved for issuance upon conversion of the Series I Cumulative Convertible Perpetual Preferred Stock; and (viii) shares of common stock that may be issued upon conversion of the convertible senior notes or the Series I Cumulative Convertible Perpetual Preferred Stock as a make-whole premium (or similar consideration) upon the occurrence of a make-whole fundamental change or fundamental change (as applicable).