8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2016

Welltower Inc.
(Exact name of registrant as specified in its charter)
Delaware	1-8923		34-1096634
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		Identification No.)
4500 Dorr Street, Toledo, Ohio		43615
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (419) 247-2800
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02  Results of Operations and Financial Condition.

On May 3, 2016, Welltower Inc. (the “Company”) issued a press release that announced operating results for its first quarter ended March 31, 2016.  The press release refers to a supplemental information package that is available on the Company's website (www.welltower.com), free of charge.  Copies of the press release and supplemental information package have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report, and are incorporated herein by reference.

The information included in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. 

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

99.1Press release of Welltower Inc. dated May 3, 2016.

99.2Welltower Inc. Supplemental Information Package for the quarter ended March 31, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WELLTOWER INC.

By:  /s/ THOMAS J. DEROSA                                 

Name: Thomas J. DeRosa

Title:  Chief Executive Officer

Dated:  May 3, 2016

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EX-99.1

 

FOR IMMEDIATE RELEASE

May 3, 2016

For more information contact:

Scott Estes (419) 247-2800

Scott Brinker (419) 247-2800

Welltower Reports 9% Increase in First Quarter

Normalized FFO to $1.13 Per Diluted Share

Total Portfolio Same Store NOI Growth of 3.8%, Led by 5.5% Growth in Seniors Housing Operating

Same Store Seniors Housing Operating Occupancy Increased 60 bps to 90.7% with REVPOR Growth of 4.2%

Increasing 2016 Total Portfolio Same Store NOI Guidance to 2.75%-3.25%

Toledo, Ohio, May 3, 2016…..Welltower Inc. (NYSE:HCN) today announced solid growth for the quarter ended March 31, 2016, driven by higher same store NOI and strategic progress as a leader in health care infrastructure.

“The quality of our real estate and our financial strength stand out more than ever as competitive advantages,” said Welltower CEO Thomas J. DeRosa. “This was an exceptional quarter of NOI growth across our portfolio and is further validation of our capital allocation discipline and focused investment strategy.  Our seniors housing operating portfolio generated exceptional 5.5% same store NOI growth, as assets located in high-barrier to entry markets with best-in-class operators continue to produce superior growth on an absolute and relative basis. This strong start allowed us to increase our total portfolio same store NOI guidance for the year, reflecting increasing confidence in the 2016 performance of our industry leading platform.”

Earnings Results For the quarter, we generated normalized FFO and FAD per share of $1.13 and $1.01, respectively, representing 9% and 10% increases from the first quarter of 2015.  First quarter results were positively impacted by strong trailing-four-quarter average total same store cash NOI growth, net investments of $1.8 billion and average net debt to undepreciated book capitalization ratio of 38.5%.

Dividend Growth As previously announced, the Board of Directors declared a cash dividend for the quarter ended March 31, 2016 of $0.86 per share, as compared to $0.825 per share for the same period in 2015, which represents a 4.2% increase.  On May 20, 2016, we will pay our 180^th consecutive quarterly cash dividend.  The declaration and payment of quarterly dividends remains subject to review by and approval of the Board of Directors.

Capital ActivityOn March 31, 2016, we had $356 million of cash and cash equivalents and $1.9 billion of available borrowing capacity under our primary unsecured credit facility.  During the first quarter, we generated approximately $93.2 million in proceeds under our DRIP and ATM equity programs. In March 2016, we completed a public offering of $700 million of 10-year 4.25% senior unsecured notes. The notes were priced at 99.227% of their face amount to yield 4.345%. In March 2016, we repaid all $400 million of our 5-year 3.625% senior unsecured notes upon maturity.

Outlook for 2016  We are affirming our 2016 earnings guidance and expect to report normalized FFO in a range of $4.50 to $4.60 per diluted share and normalized FAD in a range of $3.95 to $4.05 per diluted share, both representing a 3%-5% increase.  Additionally, in preparing our guidance, we have updated the following assumptions:

·Same Store Cash NOI: We are increasing 2016 SSCNOI guidance and now expect growth of approximately 2.75%-3.25% from the previous range of 2.5%-3.0%.

·Acquisitions: 2016 earnings guidance does not include any acquisitions beyond what has been announced, including those completed in the first quarter and approximately $98 million at an initial cash yield of 7.5% associated with the Mainstreet partnership.

·Development: We anticipate funding additional development of $363 million in 2016 relating to projects underway on March 31, 2016. This excludes the midtown Manhattan project discussed below. We expect development conversions of approximately $283 million in the remainder of 2016. These investments are currently expected to generate yields of approximately 7.9%.

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1Q16 Earnings ReleaseMay 3, 2016

·Dispositions: We anticipate approximately $1 billion of dispositions in 2016. This includes $303 million of proceeds from properties held for sale at a blended yield of 6.5% with the remainder representing loan payoffs and other potential property sales.

Net income attributable to common stockholders has been revised to a range of $2.07 to $2.17 per diluted share from the previous range of $2.04 to $2.14 per diluted share primarily due to impairment, change in depreciation estimate and normalizing items in Exhibit 1. Our guidance does not include any additional investments, dispositions or capital transactions beyond what we have announced, nor any transaction costs, impairments, unanticipated additions to the loan loss reserve or other additional normalizing items.  Please see the exhibits for a reconciliation of the outlook for net income available to common stockholders to normalized FFO and FAD.  We will provide additional detail regarding our 2016 outlook and assumptions on the first quarter 2016 conference call.

Investment and Disposition ActivityWe completed $348 million of pro rata gross investments for the quarter including $204 million in acquisitions/JVs, $96 million in development funding and $48 million in loans.  100% of these investments were completed with existing relationships. The $204 million acquisitions/JVs have a blended yield of 7.2% and were comprised of eight separate transactions. The $96 million in development funding is expected to yield 7.7% upon completion and the $48 million of loans were made at a blended rate of 9.9%. In addition to the new investment activity during the quarter, we placed into service three development property projects totaling $46 million at a yield of 8.4%. The investments are consistent with our strategy of investing in modern, high quality properties in major metropolitan markets with favorable supply/demand. Also during the quarter, we completed total dispositions of $116 million consisting entirely of loan payoffs at an average yield of 9.5%.

Notable Investments with Existing Operating Partners

Signature Senior Lifestyle We expanded our relationship with Signature by acquiring a 79-unit private pay assisted living and memory care property in Marlow (Greater London) U.K. for £40.0 million. The property was acquired through a purchase option exercise that was initially set up in December 2012 as part of the construction mortgage loan financing that helped fund the development. The initial lease yield for the property is 7.0% and will escalate annually from year three by RPI subject to a floor of 2.0% and a ceiling of 4.0%. The property was developed by Signature and will be added to the existing Signature master lease. Since closing our initial $37 million acquisition/leaseback in December 2012, we have completed $301 million of follow-on pro rata investments and financings with Signature.

Sunrise Senior Living We expanded our relationship with Sunrise by acquiring a 54-unit private pay seniors housing property located in the San Francisco MSA for $30 million. The purchase price represents a projected stabilized cap rate in the low 7’s. Sunrise will manage the property under an incentive-based management contract. Since closing our initial $243 million acquisition in 2012, we have completed $4.5 billion of follow-on pro rata investments with Sunrise.

Silverado Senior Living We expanded our relationship with Silverado by acquiring a 90-bed private pay seniors housing property through our existing 95/5 joint venture with Silverado.  The property opened in 2014 and is located in the Austin MSA. The purchase price based on a 100% ownership interest is $24 million, which represents a projected stabilized cap rate in the low 8’s.  Since closing our initial $4.4 million loan in 1998, we have completed $407 million of follow-on pro rata investments with Silverado.

Watermark Retirement Communities We expanded our relationship with Watermark by acquiring a 61-unit private pay seniors housing property in the Des Moines MSA for $12 million. The property was added to the Watermark master lease which has a corporate guarantee and expires in 2031. The initial lease yield is 6.5% with 25 basis point annual escalators. The property is expected to provide payment coverage after management fee of 1.4x. Since closing our initial $41 million acquisition/leaseback in 2012, we have completed $141 million of follow-on pro rata investments with Watermark.

Ensign/Mainstreet We expanded our relationships with Mainstreet and Ensign Group (NYSE:ENSG) by acquiring two post-acute properties with 225 beds in the Kansas City MSA for $49 million. The properties were acquired from Mainstreet pursuant to the 17-property pipeline announced in August 2014. The properties are leased to Ensign with a 15-year term and corporate guarantee. The initial yield is 7.5% with annual CPI-based escalators subject to a floor of 0% and a ceiling of 3%. The properties were developed by Mainstreet and are NextGen® building prototypes. Since closing our initial $21 million acquisition in 2015, we have completed $49 million of follow-on pro rata investments with Ensign.

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1Q16 Earnings ReleaseMay 3, 2016

Trilogy/Mainstreet We expanded our relationships with Mainstreet and Trilogy by acquiring a 70-bed post-acute property located in Indiana for $15 million. The property was acquired pursuant to the 17-property pipeline announced in August 2014. The initial lease yield for the property is 7.5% and will escalate annually by the greater of 2.5% or CPI. Trilogy guarantees the lease. The property was developed by Mainstreet and is a NextGen® building prototype. Since closing our initial $5.7 million acquisition/leaseback in 2002, we have completed $287 million of follow-on pro rata investments with Trilogy.

Ascension We acquired an off campus-affiliated outpatient medical office building in Menasha, WI for $18 million, which represents a projected year one cap rate in the low 6’s. The property is 71,648 rentable square feet, was built in 1994, and is 100% master leased to Ministry Health Care (Moody’s A2), a subsidiary of Ascension Health Alliance (Moody’s Aa2). We own two properties with 115,531 rentable square feet that are affiliated with Ascension.

Notable Development Conversions

Kelsey-Seybold  We completed a 33,286 square foot development of an outpatient medical building that is 100% master leased by Kelsey-Seybold and located in Katy, Texas. Kelsey-Seybold is a leading multi-specialty physician practice with more than 380 physicians and was one of the country’s first accountable care organizations. The investment amount was $11 million and the initial yield on the development is 7.5%. Kelsey-Seybold leases over 1 million square feet of space in Welltower properties.

MedStar Bel Air We completed the development of a 99,184 square foot outpatient medical building in the Baltimore suburb of Bel Air, Maryland. The building is anchored by MedStar Health, which leases 85% of the building. MedStar Health is a regional health system that sponsors ten hospitals in the greater Washington D.C.-Baltimore metro area. The investment amount was $24 million with an initial yield of 8.9%.

Notable Dispositions

Genesis Healthcare During the quarter, Genesis repaid $68 million of Welltower mortgage loans using proceeds from new HUD financing. The outstanding balance of the Welltower mortgage loans has been paid down to $372 million as of March 31, 2016. Genesis expects to make additional repayments on the Welltower mortgage loans throughout 2016.

Investments Subsequent to Quarter-End

As previously announced, we partnered with Hines, a privately owned global real estate investment firm, on the acquisition of a development site at 139 E. 56th Street on the northeast corner of Lexington Avenue and 56th Street in midtown Manhattan. Existing commercial structures on the site will be demolished to make way for construction of a 15-story senior living community with retail at the base. With this development, Hines and Welltower aim to address the aging demographic with a new residential building for Manhattan’s vastly underserved senior population in need of assisted living and memory care services. The new residence will offer the highest quality of care and the latest in health care innovation, while creating an environment focused on wellness and community. Design and development plans are currently underway and will be announced in greater detail at a later date.

Conference Call Information  We have scheduled a conference call on Tuesday, May 3, 2016 at 10:00 a.m. Eastern Time to discuss our first quarter 2016 results, industry trends, portfolio performance and outlook for 2016. Telephone access will be available by dialing 888-346-2469 or 706-758-4923 (international).  For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through May 17, 2016. To access the rebroadcast, dial 855-859-2056 or 404-537-3406 (international).  The conference ID number is 86068296. To participate in the webcast, log on to www.welltower.com 15 minutes before the call to download the necessary software.  Replays will be available for 90 days.

Supplemental Reporting Measures  We believe that net income attributable to common stockholders (NICS), as defined by U.S. generally accepted accounting principles (U.S. GAAP), is the most appropriate earnings measurement. However, we consider funds from operations (FFO), funds available for distribution (FAD), same store cash net operating income (SSCNOI) and same store revenues per occupied room (SS REVPOR) to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have

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1Q16 Earnings ReleaseMay 3, 2016

considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (NAREIT) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.   Normalized FFO represents FFO adjusted for certain items detailed in Exhibit 1.  FAD represents FFO excluding net straight-line rental adjustments, amortization related to above/below market leases and amortization of non-cash interest expenses and less cash used to fund capital expenditures, tenant improvements and lease commissions.  Normalized FAD represents FAD adjusted for certain items detailed in Exhibit 1. NOI is used to evaluate the operating performance of our properties. We believe that normalized FFO and normalized FAD are useful supplemental measures of operating performance because investors and equity analysts may use these measures to compare the operating performance of the company between periods or as compared to other REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or incalculable items.  We define NOI as total revenues, including tenant reimbursements, less property operating expenses.  Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our seniors housing operating and outpatient medical properties.  These expenses include, but are not limited to, property-related payroll and benefits, property management fees, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance.  General and administrative expenses represent costs unrelated to property operations or transaction costs.  These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets.  SSCNOI is used to evaluate the cash-based operating performance of our properties under a consistent population which eliminates changes in the composition of our portfolio.  As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods.  Any properties acquired, developed/redeveloped, transitioned, sold or classified as held for sale during that period are excluded from the same store amounts.  Normalizers include adjustments and reclassifications that in management’s opinion are appropriate in considering SSCNOI, a supplemental, non-GAAP performance measure.  None of these adjustments or reclassifications, which may increase or decrease SSCNOI, are reflected in our financial statements prepared in accordance with U.S. GAAP.  We believe SSCNOI provides investors relevant and useful information because it measures the operating performance of our properties at the property level on an unleveraged basis. REVPOR represents the average revenues generated per occupied room per month at our seniors housing operating properties.  It is calculated as total revenues divided by average monthly occupied room days.  SS REVPOR is used to evaluate the REVPOR performance of our properties under a consistent population which eliminates changes in the composition of our portfolio. We use REVPOR and SS REVPOR to evaluate the revenue-generating capacity and profit potential of our seniors housing operating portfolio independent of fluctuating occupancy rates. They are also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our seniors housing operating portfolio. Our supplemental reporting measures and similarly entitled financial measures are widely used by investors and equity analysts in the valuation, comparison and investment recommendations of companies.  Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions.  Additionally, they are utilized by the Board of Directors to evaluate management.  The supplemental reporting measures do not represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity.  Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies.  Please see the exhibits for reconciliations of supplemental reporting measures and the supplemental information package for the quarter ended March 31, 2016, which is available on the company’s website (www.welltower.com), for information and reconciliations of additional supplemental reporting measures.

About Welltower  Welltower Inc. (NYSE:HCN), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience.  Welltower™, a real estate investment trust (“REIT”), owns more than 1,400 properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. More information is available at www.welltower.com.  We routinely post important information on our website at www.welltower.com in the “Investors” section, including corporate and investor presentations and financial information.  We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors”.  Accordingly, investors should monitor such portion of the company’s website in addition to following our press releases, public conference calls and filings with the Securities and Exchange Commission.  The information on our website is not incorporated by reference in this press release, and our web address is included as an inactive textual reference only.

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1Q16 Earnings ReleaseMay 3, 2016

Forward-Looking Statements and Risk Factors  This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to shareholders; our investment and financing opportunities and plans; our continued qualification as a REIT; our ability to access capital markets or other sources of funds; and our ability to meet our earnings guidance. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; our ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other acts of God affecting our properties; our ability to re-­lease space at similar rates as vacancies occur; our ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting our properties; changes in rules or practices governing our financial reporting; the movement of U.S. and foreign currency exchange rates; our ability to maintain our qualification as a REIT; key management personnel recruitment and retention; and other risks described in our reports filed from time to time with the Securities and Exchange Commission. Finally, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

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1Q16 Earnings ReleaseMay 3, 2016

Welltower Inc.

Financial Exhibits

Consolidated Balance Sheets (unaudited)
(in thousands)
			March 31,
			2016		2015
Assets
Real estate investments:
	Land and land improvements		$	2,596,670	$	2,160,886
	Buildings and improvements			25,712,496		23,192,154
	Acquired lease intangibles			1,346,064		1,187,094
	Real property held for sale, net of accumulated depreciation			293,806		234,829
	Construction in progress			297,023		211,941
				30,246,059		26,986,904
	Less accumulated depreciation and intangible amortization			(4,032,726)		(3,186,424)
		Net real property owned		26,213,333		23,800,480
	Real estate loans receivable			725,291		745,267
	Net real estate investments			26,938,624		24,545,747
Other assets:
	Investments in unconsolidated entities			545,070		715,468
	Goodwill			68,321		68,321
	Cash and cash equivalents			355,949		202,273
	Restricted cash			62,176		85,177
	Straight-line rent receivable			425,231		307,050
	Receivables and other assets			692,922		658,507
				2,149,669		2,036,796
Total assets			$	29,088,293	$	26,582,543
Liabilities and equity
Liabilities:
	Borrowings under primary unsecured credit facility		$	645,000	$	410,000
	Senior unsecured notes			8,828,053		7,485,691
	Secured debt			3,515,053		2,996,624
	Capital lease obligations			75,092		75,622
	Accrued expenses and other liabilities			665,645		604,149
Total liabilities				13,728,843		11,572,086
Redeemable noncontrolling interests				359,656		92,508
Equity:
	Preferred stock			1,006,250		1,006,250
	Common stock			356,953		350,434
	Capital in excess of par value			16,589,738		16,218,794
	Treasury stock			(51,271)		(41,373)
	Cumulative net income			3,891,093		3,049,173
	Cumulative dividends			(7,168,178)		(5,924,844)
	Accumulated other comprehensive income			(109,053)		(107,496)
	Other equity			4,062		4,449
		Total Welltower Inc. stockholders’ equity		14,519,594		14,555,387
	Noncontrolling interests			480,200		362,562
Total equity				14,999,794		14,917,949
Total liabilities and equity			$	29,088,293	$	26,582,543

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1Q16 Earnings ReleaseMay 3, 2016

Consolidated Statements of Income (unaudited)
(in thousands, except per share data)
				Three Months Ended
				March 31,
				2016		2015
Revenues:
		Rental income		$	415,663	$	379,587
		Resident fees and service			602,149		492,510
		Interest income			25,188		16,994
		Other income			4,050		5,086
Gross revenues					1,047,050		894,177
Expenses:
		Interest expense			132,960		121,080
		Property operating expenses			449,636		376,461
		Depreciation and amortization			228,696		188,829
		General and administrative expenses			45,691		35,138
		Transaction costs			8,208		48,554
		Loss (gain) on derivatives, net			-		(58,427)
		Loss (gain) on extinguishment of debt, net			(24)		15,401
		Impairment of assets			14,314		2,220
	Total expenses				879,481		729,256
Income (loss) from continuing operations before income taxes
	and income from unconsolidated entities				167,569		164,921
Income tax (expense) benefit					1,725		304
Income (loss) from unconsolidated entities					(3,820)		(12,648)
Income (loss) from continuing operations					165,474		152,577
Gain (loss) on real estate dispositions, net					-		56,845
Net income (loss)					165,474		209,422
Less:			Preferred dividends		16,352		16,352
			Net income (loss) attributable to noncontrolling interests		153		2,271
Net income (loss) attributable to common stockholders				$	148,969	$	190,799
Average number of common shares outstanding:
		Basic			355,076		336,754
		Diluted			356,051		337,812
Net income (loss) attributable to common stockholders per share:
		Basic		$	0.42	$	0.57
		Diluted		$	0.42	$	0.56
Common dividends per share				$	0.86	$	0.825

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1Q16 Earnings ReleaseMay 3, 2016

Normalizing Items					Exhibit 1
(in thousands, except per share data)		Three Months Ended
		March 31,
		2016		2015
Transaction costs		$	8,208 (1)	$	48,554
Loss (gain) on derivatives, net			-		(58,427)
Loss (gain) on extinguishment of debt, net			(24)(2)		15,401
Other expenses			-		695
Additional other income			-		(2,144)
Normalizing items attributable to noncontrolling interests and unconsolidated entities, net			1,518 (3)		1,334
Total		$	9,702	$	5,413
Average diluted common shares outstanding			356,051		337,812
Net amount per diluted share		$	0.03	$	0.02
Notes:	(1) Primarily costs incurred with seniors housing transactions.
	(2) Primarily related to secured debt extinguishments.
	(3) Primarily related to transaction costs incurred with seniors housing investments.

FAD Reconciliation							Exhibit 2
(in thousands, except per share data)				Three Months Ended
				March 31,
				2016		2015
Net income (loss) attributable to common stockholders				$	148,969	$	190,799
Depreciation and amortization					228,696		188,829
Losses/impairments (gains) on properties, net					14,314		(54,625)
Noncontrolling interests(1)					(15,551)		(6,338)
Unconsolidated entities(2)					16,232		25,837
Gross straight-line rental income					(30,247)		(28,537)
Amortization related to above (below) market leases, net					230		113
Non-cash interest expense					(599)		119
Cap-ex, tenant improvements, lease commissions					(12,265)		(10,485)
Funds available for distribution					349,779		305,712
Normalizing items, net(3)					9,702		5,413
Funds available for distribution - normalized				$	359,481	$	311,125
Average diluted common shares outstanding					356,051		337,812
Per share data:
	Net income (loss) attributable to common stockholders			$	0.42	$	0.56
	Funds available for distribution			$	0.98	$	0.90
	Funds available for distribution - normalized			$	1.01	$	0.92
Normalized FAD Payout Ratio:
	Dividends per common share			$	0.86	$	0.825
	FAD per diluted share - normalized			$	1.01	$	0.92
		Normalized FAD payout ratio			85%		90%
Notes:			(1) Represents noncontrolling interests' share of net FAD adjustments.
			(2) Represents Welltower's share of net FAD adjustments from unconsolidated entities.
			(3) See Exhibit 1.

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1Q16 Earnings ReleaseMay 3, 2016

FFO Reconciliation							Exhibit 3
(in thousands, except per share data)				Three Months Ended
				March 31,
				2016		2015
Net income (loss) attributable to common stockholders				$	148,969	$	190,799
Depreciation and amortization					228,696		188,829
Losses/impairments (gains) on properties, net					14,314		(54,625)
Noncontrolling interests(1)					(17,319)		(7,249)
Unconsolidated entities(2)					16,604		26,496
Funds from operations - NAREIT					391,264		344,250
Normalizing items, net(3)					9,702		5,413
Funds from operations - normalized				$	400,966	$	349,663
Average diluted common shares outstanding					356,051		337,812
Per share data:
	Net income (loss) attributable to common stockholders			$	0.42	$	0.56
	Funds from operations - NAREIT			$	1.10	$	1.02
	Funds from operations - normalized			$	1.13	$	1.04
Normalized FFO Payout Ratio:
	Dividends per common share			$	0.86	$	0.825
	FFO per diluted share - normalized			$	1.13	$	1.04
		Normalized FFO payout ratio			76%		79%
Notes:			(1) Represents noncontrolling interests' share of net FFO adjustments.
			(2) Represents Welltower's share of net FFO adjustments from unconsolidated entities.
			(3) See Exhibit 1.

Outlook Reconciliations: Year Ended December 31, 2016							Exhibit 4
(dollars per fully diluted share)
		Prior Outlook				Current Outlook
		Low		High		Low		High
FFO Reconciliation:
Net income attributable to common stockholders		$	2.04	$	2.14	$	2.07	$	2.17
Losses/impairments (gains) on sales, net(1,2)			(0.05)		(0.05)		(0.02)		(0.02)
Depreciation and amortization(1)			2.51		2.51		2.42		2.42
Funds from operations - NAREIT			4.50		4.60		4.47		4.57
Normalizing items, net(3)			-		-		0.03		0.03
Funds from operations - normalized		$	4.50	$	4.60	$	4.50	$	4.60
FAD Reconciliation:
Net income attributable to common stockholders		$	2.04	$	2.14	$	2.07	$	2.17
Losses/impairments (gains) on sales, net(1,2)			(0.05)		(0.05)		(0.02)		(0.02)
Depreciation and amortization(1)			2.51		2.51		2.42		2.42
FAD-only adjustments(1,4)			(0.55)		(0.55)		(0.55)		(0.55)
Funds available for distribution			3.95		4.05		3.92		4.02
Normalizing items, net(3)			-		-		0.03		0.03
Funds available for distribution - normalized		$	3.95	$	4.05	$	3.95	$	4.05
Notes:	(1) Amounts presented net of noncontrolling interests' share and Welltower's share of unconsolidated entities.
	(2) Includes estimated gains on expected dispositions.
	(3) See Exhibit 1.
	(4) Includes straight-line rent, above/below amortization, non-cash interest and cap-ex, tenant improvements and lease commissions.

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1Q16 Earnings ReleaseMay 3, 2016

SSCNOI Reconciliation						Exhibit 5
(In thousands. NOI amounts at Welltower pro rata ownership.)			Three Months Ended
			March 31,
			2016		2015
Net income (loss) attributable to common stockholders		$	148,969	$	190,799
	Interest expense		132,960		121,080
	Depreciation and amortization		228,696		188,829
	General & administrative		45,691		34,755
	Transaction costs		8,208		48,937
	Loss (gain) on derivatives, net		-		(58,427)
	Loss (gain) on extinguishment of debt, net		(24)		15,401
	Income tax expense (benefit)		(1,725)		(304)
	Pro rata adjustments(1)		(4,978)		20,834
	Loss (gain) on sales of properties, net		-		(56,845)
	Impairment of assets		14,314		2,220
	Preferred dividends		16,352		16,352
	Income (loss) attributable to noncontrolling interests		153		2,271
Net operating income (NOI)		$	588,616	$	525,902
	Non-cash NOI attributable to same store properties		(24,171)		(26,062)
	NOI attributable to non same store properties		(96,944)		(47,614)
	Normalizing adjustments(2)		38		(1,936)
Same store cash NOI (SSCNOI)		$	467,539	$	450,290
						% growth
Seniors housing triple-net		$	127,676	$	124,171	2.8%
Long-term/post-acute care			103,755		100,398	3.3%
Seniors housing operating			162,206		153,696	5.5%
Outpatient medical			73,902		72,025	2.6%
	Total SSCNOI	$	467,539	$	450,290	3.8%
Notes:	(1) Represents NOI amounts attributable to joint venture partners, both majority and minority.
	(2) Includes adjustments to reflect consistent ownership percentages and normalization of foreign currency exchange rates for properties in the UK and Canada.

REVPOR Reconciliation						Exhibit 6
(dollars in thousands, except REVPOR)			Three Months Ended
			March 31,
			2016		2015
Consolidated seniors housing operating (SHO) revenues(1)		$	605,369	$	494,561
Pro rata adjustments(2)			(12,334)		10,762
SHO pro rata revenues(3)			593,035		505,323
Adjustments(4)			(88,286)		(23,726)
SHO same store revenues(5)		$	504,749	$	481,597
Avg. occupied rooms/month(6)			28,100		27,939
SHO same store REVPOR(7)		$	6,004	$	5,762
SHO same store REVPOR growth			4.2%
Notes:	(1) Represents total consolidated revenues per U.S. GAAP which agree to the relevant 10-Q.
	(2) Represents amounts attributable to joint venture partners, both majority and minority.
	(3) Represents total SHO revenues at Welltower pro rata ownership.
	(4) Represents revenues from non same store properties, non-cash revenues from same store properties and normalizing adjustments, including normalization of foreign currency exchange rates for properties in the UK and Canada.
	(5) Represents same store SHO revenues at Welltower pro rata ownership.
	(6) Represents average occupied rooms for same store properties on a pro rata basis.
	(7) Represents pro rata same store average revenues per occupied room per month.

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EX-99.2