SEC Comment Letter for WELLTOWER INC. (WELL) (CIK 0000766704) (WELL) — May 5, 2011
WELLTOWER INC. (WELL) (CIK 0000766704)
Date: May 5, 2011 · CIK: 0000766704 · Accession: 0000000000-11-028253
AI Filing Summary & Sentiment
Letter
Re: Health Care REIT, Inc. Form 10-K for fiscal year ended December 31, 2010 Filed February 25, 2011 File No. 1-8923 Dear Mr. Estes:
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
May 5, 2011
Via U.S. Mail and Facsimile 419.247.2826
Scott A. Estes Chief Financial Officer Health Care REIT, Inc. 4500 Dorr Street Toledo, OH 43615
We have reviewed your response dated Apr il 13, 2011 and have the following additional comments. In our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2010
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations Liquidity and Capital Resources
Contractual Obligations, page 57
1. We note your response to prior comment seven. In future periodic filings, please disclose within your contractual obligations table your portion of certai n joint ventures’ non- recourse debt.
Scott A. Estes Health Care REIT, Inc. May 5, 2011 Page 2 Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Real property Acquisitions and Development
Strategic Medical Office Partnership, page 87 2. We have read your response to comment number 10. Please tell us more information regarding the goodwill you recorded as part of this transaction. Specifically, please tell us whether the amount of goodwill can be attrib utable to your ability to access health systems and development and property management resources. In additi on, please tell us whether how you will assess impairment and whether you will assess the value of the enterprise based upon the origin al 17 medical office propert ies acquired or any future acquisitions to be made.
You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at 202.551.3629 if you have questions regarding the co mment on the financial statements and related matters.
S i n c e r e l y ,
Kevin Woody Accounting Branch Chief
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 5, 2011
Via U.S. Mail and Facsimile 419.247.2826
Scott A. Estes Chief Financial Officer Health Care REIT, Inc. 4500 Dorr Street Toledo, OH 43615
Re: Health Care REIT, Inc.
Form 10-K for fiscal year ended December 31, 2010
Filed February 25, 2011 File No. 1-8923
Dear Mr. Estes:
We have reviewed your response dated Apr il 13, 2011 and have the following additional
comments. In our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments. Form 10-K for the fiscal year ended December 31, 2010
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Contractual Obligations, page 57
1. We note your response to prior comment seven. In future periodic filings, please disclose
within your contractual obligations table your portion of certai n joint ventures’ non-
recourse debt.
Scott A. Estes
Health Care REIT, Inc. May 5, 2011 Page 2 Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Real property Acquisitions and Development
Strategic Medical Office Partnership, page 87
2. We have read your response to comment number 10. Please tell us more information
regarding the goodwill you recorded as part of this transaction. Specifically, please tell
us whether the amount of goodwill can be attrib utable to your ability to access health
systems and development and property management resources. In additi on, please tell us
whether how you will assess impairment and whether you will assess the value of the
enterprise based upon the origin al 17 medical office propert ies acquired or any future
acquisitions to be made.
You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3629 if you have questions regarding the co mment on the financial statements and
related matters.
S i n c e r e l y ,
Kevin Woody Accounting Branch Chief