Item 8.01 Other Events.
Pursuant to Statement of Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, certain assets of Health
Care REIT, Inc. (the "Company") are now classified as discontinued operations
due to their sale during the three months ended March 31, 2009 or their
classification as held for sale at March 31, 2009. As a result, the Company is
reclassifying in this Current Report its operations, including rental income,
interest expense and provision for depreciation and amortization related to
those assets for prior periods. The application of Statement No. 144 had no
effect on net income attributable to common stockholders for any period
presented therein.
We adopted FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements, FASB Staff Position No. APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement), and FASB Staff Position No. EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities effective January 1, 2009, each of which required
retrospective application. The effect of these restatements have been summarized
in "Item 8 - Financial Statements and Supplementary Data - Notes to Consolidated
Financial Statements - Note 22. Subsequent Adoption of New Accounting
Pronouncements."
This Current Report also includes changes we have made to address certain
comments received from the Securities and Exchange Commission regarding our Form
10-K for the year ended December 31, 2008. Those changes include providing
additional information regarding occupancy rates, average annualized income
rates and lease expirations for our various property types in "Item 2 -
Properties."
As a result of the changes mentioned above, the Company is updating portions
of "Item 2 - Properties," "Item 6 - Selected Financial Data," "Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Item 8 - Financial Statements and Supplementary Data." All
other information contained in the Form 10-K for the year ended December 31,
2008 and the other portions of Items 2, 6, 7 and 8 have not been updated or
modified (with the exception of certain minor changes to Items 7 and 8 to
reflect proper cross-references). For more recent information regarding the
Company, please see the Company's Quarterly Report on Form 10-Q, Current Reports
on Form 8-K and other reports and information filed with or furnished to the
Securities and Exchange Commission since March 2, 2009. Additionally, the
Company is including, for information purposes, Financial Statement Schedules
III and IV, which are unchanged from Item 15 of the Form 10-K for the year ended
December 31, 2008. The foregoing items are attached as Exhibit 99.1 to this
Current Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
23 Consent of Independent Registered Public Accounting Firm
99.1 Properties
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Statements and Supplementary Data
Schedule III
Schedule IV