8-KOther EventsExhibits & Filings

WELLTOWER INC. 8-K Report, Corporate Update (May 10, 2010)

Filed May 10, 2010For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed this 8-K on May 10, 2010, to report on significant reclassifications and updates to its previous filings, primarily stemming from the adoption of ASC 205-20 regarding discontinued operations and a restructuring of its reportable business segments. The company is reclassifying prior period financial information to reflect assets now considered discontinued operations due to sales or classification as held for sale as of March 31, 2010. This reclassification, while impacting presentation, had no effect on net income attributable to common stockholders. Furthermore, the company has changed its reportable business segments to "Senior Housing and Care Group" (comprising independent living, assisted living, and skilled nursing facilities) and "Medical Facilities Group" (including medical office buildings and hospitals). Hospitals previously categorized as investment properties are now included in the medical facilities segment. These changes necessitate updates to various sections of their prior Form 10-K filing, including business descriptions, risk factors, properties, selected financial data, and management's discussion and analysis. Investors should consult this 8-K for updated segment information and refer to subsequent filings for the most current company performance and financial status.

Key Highlights

  • 1Reclassification of assets as discontinued operations under ASC 205-20 due to sales or held-for-sale status as of March 31, 2010.
  • 2No impact on net income attributable to common stockholders resulting from discontinued operations reclassification.
  • 3Restructuring of reportable business segments into "Senior Housing and Care Group" and "Medical Facilities Group."
  • 4Hospitals are now classified under the "Medical Facilities Group," previously considered investment properties.
  • 5Updates provided for several sections of the prior Form 10-K, including Business, Risk Factors, Properties, Selected Financial Data, and MD&A.
  • 6Financial Statement Schedules III and IV are included for informational purposes, unchanged from the prior year's 10-K.
  • 7Exhibits include a computation of earnings to fixed charges ratio and consents from independent auditors.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about significant reclassifications of the company's assets and business segments. This includes classifying certain assets as discontinued operations and changing how the company reports its business segments, along with updating related prior period financial information.

According to the filing, the application of ASC 205-20 for discontinued operations had no effect on net income attributable to common stockholders for any period presented.

The company has changed its reportable business segments to the "Senior Housing and Care Group" (which includes senior housing facilities like independent living and assisted living, as well as skilled nursing facilities) and the "Medical Facilities Group" (which includes medical office buildings and hospitals).

Previous filings, particularly the Form 10-K for the year ended December 31, 2009, are being updated to reflect the new segment classifications and the reclassification of assets into discontinued operations. This ensures consistency and accuracy in reporting for investors.