UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
Commission File No. 1-8923
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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34-1096634 |
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(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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4500 Dorr Street, Toledo, Ohio
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43615 |
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(Address of principal executive office)
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(Zip Code) |
(419) 247-2800
(Registrants 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, $1.00 par value
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New York Stock Exchange |
7.875% Series D Cumulative
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New York Stock Exchange |
Redeemable Preferred Stock, $1.00 par value |
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7.625% Series F Cumulative
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New York Stock Exchange |
Redeemable Preferred Stock, $1.00 par value |
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6.50% Series I Cumulative
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New York Stock Exchange |
Convertible Perpetual Preferred Stock, $1.00 par value |
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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
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 of 1934 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 the filing requirements for at least 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 registrants 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 the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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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) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
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 New York Stock
Exchange as of the last business day of the registrants most recently completed second fiscal
quarter was $5,204,141,431.
As of January 31, 2011, the registrant had 147,381,372 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive proxy statement for the annual stockholders meeting to be
held May 5, 2011, are incorporated by reference into Part III.
EXPLANATORY NOTE
This Amendment No. 1 to Health Care REIT, Inc.s Annual Report on Form 10-K for the year ended
December 31, 2010, as filed with the Securities and Exchange Commission on February 25,
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 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 (except as provided on the cover page of this Amendment
No. 1).
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; (vi) Schedule III Real
Estate and Accumulated Depreciation; and (vii) Schedule IV Mortgage Loans on Real Estate.