UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-10989
VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware |
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61-1055020 |
| (State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.) |
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| 111 S. Wacker Drive, Suite 4800, Chicago, Illinois |
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60606 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(877) 483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Name of Each Exchange on Which Registered |
| Common Stock, par value $0.25 per share
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New 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 þ No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 during the preceding 12 months (or for such
shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes þ 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 posted
pursuant 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 such files). Yes
þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment of this Form 10-K. þ
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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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| Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
The aggregate market value of shares of the Registrant’s common stock, par value $0.25 per
share, held by non-affiliates of the Registrant, computed by reference to the closing price of the
common stock on June 30, 2010, was approximately $7.3 billion. For purposes of the foregoing
calculation only, all directors and executive officers of the Registrant have been deemed
affiliates.
As of February 11, 2011, 162,920,524 shares of the Registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders
to be held on May 12, 2011 are incorporated by reference into Part III, Items 10 through 14 of this
Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 to Ventas, Inc.’s Annual Report on Form 10-K for the year ended December
31, 2010, as filed with the Securities and Exchange Commission (“SEC”) on February 18, 2011 (the
“Original Filing”), is being filed solely to include eXtensible Business Reporting Language (XBRL)
information in Exhibit 101 that was excluded from the timely filed Original Filing, as provided for
under Rule 405 of the SEC’s Regulation S-T. This Amendment No. 1 does not reflect events or transactions occurring after the date of the
Original Filing or modify or update those disclosures that may have been affected by events or
transactions occurring subsequent to such filing date, and, except as
described above, all information included in the Original
Filing remains unchanged.
Exhibit 101 provides the following items formatted in XBRL: (i) Consolidated Balance Sheets as
of December 31, 2010 and 2009; (ii) Consolidated Statements of Income for the Years Ended December
31, 2010, 2009 and 2008; (iii) Consolidated Statements of Equity for the Years Ended December,
2010, 2009 and 2008; (iv) Consolidated Statements of Cash Flows for the Years Ended December 31,
2010, 2009 and 2008; (v) Notes to Consolidated Financial Statements; and (vi) Schedule III — Real
Estate and Accumulated Depreciation.
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