8-KOther EventsExhibits & Filings

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

Filed November 8, 2010For Securities:WELL

Summary

Welltower Inc. (WELL) filed this 8-K on November 8, 2010, primarily to disclose revisions made to its Form 10-K for the year ended December 31, 2009, in response to comments from the Securities and Exchange Commission (SEC). The most significant change involves a revision to the calculation of Funds From Operations (FFO) as presented in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section. These revisions necessitate updates to several sections of the previous 10-K filing, including Business, Risk Factors, Properties, Selected Financial Data, Management's Discussion and Analysis, and Financial Statements and Supplementary Data. Investors should note that this filing serves to correct and update previously disclosed information rather than introduce new business events or significant financial performance updates. The company directs stakeholders to more recent filings, such as its Form 10-Q and other 8-K reports filed since February 26, 2010, for the most current information. The filing also includes the re-issuance of Financial Statement Schedules III and IV for informational purposes, which remain unchanged from the prior 10-K.

Key Highlights

  • 1Revision to Funds From Operations (FFO) calculation in the 2009 10-K filing due to SEC comments.
  • 2Updates made to multiple sections of the 2009 Form 10-K, including Business, Risk Factors, Properties, Selected Financial Data, MD&A, and Financial Statements.
  • 3The filing does not contain new financial statements of acquired businesses or pro forma financial information.
  • 4Directs investors to subsequent filings (10-Q, other 8-Ks) for the most current company information.
  • 5Includes Financial Statement Schedules III and IV (unchanged) as exhibits for informational purposes.
  • 6No significant new business developments or financial events are announced; the focus is on corrections and updates.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose revisions to Welltower Inc.'s (WELL) Form 10-K for the year ended December 31, 2009. These revisions were made in response to comments received from the Securities and Exchange Commission (SEC), primarily concerning the calculation of Funds From Operations (FFO).

The calculation of Funds From Operations (FFO) has been revised. Consequently, several sections of the 2009 Form 10-K, including 'Item 1 - Business,' 'Item 1A - Risk Factors,' '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,' have been updated.

No, this 8-K is primarily for correcting and updating previously filed information. For the most recent financial performance data and company information, investors are advised to refer to Welltower's Quarterly Report on Form 10-Q and other Current Reports on Form 8-K filed with the SEC since February 26, 2010.

This filing includes Exhibit 12 (Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends), Exhibit 23 (Consent of Ernst & Young LLP), and Exhibit 99.1, which contains the updated sections of the 2009 10-K and unchanged Financial Statement Schedules III and IV.