Welltower
Annual Report 2015

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015Commission File No. 1-8923 WELLTOWER INC.(Exact name of registrant as specified in its charter) Delaware 34-1096634 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 4500 Dorr Street, Toledo, Ohio 43615 (Address of principal executive offices) (Zip Code)(419) 247-2800(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassName of Each Exchange on Which RegisteredCommon Stock, $1.00 par valueNew York Stock Exchange6.50% Series I CumulativeConvertible Perpetual Preferred Stock, $1.00 par valueNew York Stock Exchange6.50% Series J CumulativeRedeemable Preferred Stock, $1.00 par valueNew York Stock Exchange4.800% Notes due 2028New York Stock Exchange4.500% Notes due 2034New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes ☑ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer o Non-accelerated filer o(Do not check if a smaller reporting company) Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☑ The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price of such shares on the NewYork Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter was $23,029,716,957. As of January 31, 2016, the registrant had 355,140,936 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May 5, 2016, are incorporated by reference into Part III.  WELLTOWER INC.2015 FORM 10-K ANNUAL REPORTTABLE OF CONTENTS Page PART I Item 1.Business2Item 1A.Risk Factors34Item 1B.Unresolved Staff Comments42Item 2.Properties43Item 3.Item 4.Legal ProceedingsMine Safety Disclosures4545 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 45Item 6.Selected Financial Data47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk72Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure107Item 9A.Controls and Procedures107Item 9B.Other Information108 PART III Item 10.Directors, Executive Officers and Corporate Governance109Item 11.Executive Compensation109Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters109Item 13.Certain Relationships and Related Transactions and Director Independence109Item 14.Principal Accounting Fees and Services109 PART IV Item 15.Exhibits and Financial Statement Schedules110  PART I Item 1. Business General Welltower Inc. (NYSE:HCN), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. TheCompany invests with leading seniors housing operators, post-acute providers and health systems to fund real estate and infrastructure needed to scaleinnovative care delivery models and improve people’s wellness and overall health care experience. WelltowerTM, a real estate investment trust (“REIT”),owns properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acutecommunities and outpatient medical properties. Our capital programs, when combined with comprehensive planning, development and propertymanagement services, make us a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets. Moreinformation is available on the Internet at www.welltower.com. The information on our website is not incorporated by reference in this Annual Report onForm 10-K, and our web address is included as an inactive textual reference only. Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders andcreate opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meetthese objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type,relationship and geographic location. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund operations, meet debt service obligations (bothprincipal and interest), make dividend distributions and complete construction projects in process. We also continuously evaluate opportunities to financefuture investments. New investments are generally funded from temporary borrowings under our primary unsecured credit facility, internally generated cashand the proceeds from investment dispositions. Our investments generate cash from net operating income and principal payments on loans receivable.Permanent financing for future investments, which replaces funds drawn under our primary unsecured credit facility, has historically been provided through acombination of the issuance of public debt and equity securities and the incurrence or assumption of secured debt. References herein to “we,” “us,” “our” or the “Company” refer to Welltower Inc. and its subsidiaries unless specifically noted otherwise. Portfolio of Properties Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – CompanyOverview” for a table that summarizes our portfolio as of December 31, 2015. Property Types We invest in seniors housing and health care real estate and evaluate our business on three reportable segments: triple-net, seniors housing operating andoutpatient medical. For additional information regarding our segments, please see Note 17 to our consolidated financial statements. The accounting policiesof the segments are the same as those described in the summary of significant accounting policies in Note 2 to our consolidated financial statements. Thefollowing is a summary of our various property types. Triple-Net Our triple-net properties include independent living facilities and independent supportive living facilities (Canada), continuing care retirementcommunities, assisted living facilities, care homes with and without nursing (United Kingdom), Alzheimer’s/dementia care facilities, long-term/post-acutecare facilities and hospitals. We invest primarily through acquisitions, development and joint venture partnerships. Our properties are primarily leased tooperators under long-term, triple-net master leases. We are not involved in property management. Our properties include stand-alone facilities that provideone level of service, combination facilities that provide multiple levels of service, and communities or campuses that provide a wide range of services. Independent Living Facilities and Independent Supportive Living Facilities (Canada). Independent living facilities and independent supportive livingfacilities are age-restricted, multifamily properties with central dining facilities that provide residents access to meals and other services such ashousekeeping, linen service, transportation and social and recreational activities. Continuing Care Retirement Communities. Continuing care retirement communities typically include a combination of detached homes, an independentliving facility, an assisted living facility and/or a long-term/post-acute care facility on one campus. These communities appeal to residents because there isno need to relocate when health and medical needs change. Resident payment plans 2 vary, but can include entrance fees, condominium fees and rental fees. Many of these communities also charge monthly maintenance fees in exchange for aliving unit, meals and some health services. Assisted Living Facilities. Assisted living facilities are state regulated rental properties that provide the same services as independent living facilities, butalso provide supportive care from trained employees to residents who require assistance with activities of daily living, including, but not limited to,management of medications, bathing, dressing, toileting, ambulating and eating. Care Homes with Nursing (United Kingdom). Care homes with nursing, regulated by the Care Quality Commission are licensed daily rate or rentalproperties where the majority of individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for various national andlocal reimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally do not provide post-acute care. Care Homes (United Kingdom). Care homes, regulated by the Care Quality Commission, are rental properties that provide essentially the same services asU.S. assisted living facilities. Alzheimer’s/Dementia Care Facilities. Certain assisted living facilities may include state-licensed settings that specialize in caring for those afflicted withAlzheimer’s disease and/or other types of dementia. Long-Term/Post-Acute Care Facilities. Our long-term/post-acute care facilities generally include skilled nursing/post-acute care facilities, inpatientrehabilitation facilities and long-term acute care facilities. Skilled nursing/post-acute care facilities are licensed daily rate or rental properties where themajority of individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement inthe U.S. or provincial reimbursement in Canada. All facilities offer some level of rehabilitation services. Some facilities focus on higher acuity patients andoffer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation. Inpatient rehabilitation facilities provideinpatient services for patients with intensive rehabilitation needs. Long-term acute care facilities provide inpatient services for patients with complexmedical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing/post-acute care facilities. Hospitals. Hospitals are acute care facilities that provide a wide range of inpatient and/or outpatient services, including, but not limited to, surgery,rehabilitation, therapy and clinical laboratories. Our triple-net segment accounted for 31%, 31% and 31% of total revenues (including discontinued operations) for the years ended December 31, 2015,2014 and 2013, respectively. We lease 187 facilities to Genesis Healthcare, LLC, an operator of long-term/post-acute care facilities, pursuant to a long-term,triple-net master lease. In addition to rent, the master lease requires Genesis to pay all operating costs, utilities, real estate taxes, insurance, building repairs,maintenance costs and all obligations under certain ground leases. All obligations under the master lease have been guaranteed by FC-GEN OperationsInvestment, LLC, a subsidiary of Genesis Healthcare, LLC. For the year ended December 31, 2015, our lease with Genesis accounted for approximately 31%of our triple-net segment revenues and 10% of our total revenues. Seniors Housing Operating Our seniors housing operating properties include several of the facility types described in “Item 1 – Business – Property Types – Triple-Net”, includingindependent living facilities and independent supportive living facilities, assisted living facilities, care homes and Alzheimer’s/dementia care facilities. Properties are primarily held in consolidated joint venture entities with operating partners. We utilize the structure proposed in the REIT InvestmentDiversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Codeauthorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). See Note 18 to our consolidated financialstatements for more information. Our seniors housing operating segment accounted for 56%, 57% and 59% of total revenues (including discontinued operations) for the years endedDecember 31, 2015, 2014 and 2013, respectively. We have relationships with 14 operators to own and operate 388 facilities (plus 54 unconsolidatedfacilities). In each instance, our partner provides management services to the properties pursuant to an incentive-based management contract. We rely on ourpartners to effectively and efficiently manage these properties. For the year ended December 31, 2015, our relationship with Sunrise Senior Living accountedfor approximately 44% of our seniors housing operating segment revenues and 25% of our total revenues. Outpatient Medical 3 Our outpatient medical properties include outpatient medical buildings and, prior to June 30, 2015, life science facilities. We typically lease ouroutpatient medical buildings to multiple tenants and provide varying levels of property management. Our life science investment represented an investmentin an unconsolidated joint venture entity. Our outpatient medical segment accounted for 13%, 12% and 13% of total revenues (including discontinuedoperations) for the years ended December 31, 2015, 2014 and 2013, respectively. No single tenant exceeds 20% of segment revenues. Outpatient Medical Buildings. The outpatient medical building portfolio consists of health care related buildings that generally include physician offices,ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs. Our portfolio has a strong affiliation with health systems. Approximately95% of our outpatient medical building portfolio is affiliated with health systems (with buildings on hospital campuses or serving as satellite locations forthe health system and its physicians). Life Science Facilities. The life science portfolio consisted of laboratory and office facilities specifically designed and constructed for use bybiotechnology and pharmaceutical companies. These facilities were located adjacent to The Massachusetts Institute of Technology, which is a well-established market known for pharmaceutical and biotechnology research. They are similar to commercial office buildings with advanced HVAC (heating,ventilation and air conditioning), electrical and mechanical systems. On June 30, 2015, we disposed of our life science investments. Investments Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generateappropriate returns to our stockholders. We invest in seniors housing and health care real estate primarily through acquisitions, developments and jointventure partnerships. For additional information regarding acquisition and development activity, please see Note 3 to our consolidated financial statements. We diversify our investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on thefollowing: (1) the experience of the obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of theproperty; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capitalcommitted to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry. We conduct market research and analysis forall potential investments. In addition, we review the value of all properties, the interest rates and covenant requirements of any facility-level debt to beassumed at the time of the acquisition and the anticipated sources of repayment of any existing debt that is not to be assumed at the time of the acquisition. We monitor our investments through a variety of methods determined by the type of property. Our proactive and comprehensive asset management processfor seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partnercreditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Ourinternal property management division actively manages and monitors the outpatient medical portfolio with a comprehensive process including review of,among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance,capital improvement needs, and market conditions. In monitoring our portfolio, our personnel use a proprietary database to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identifyunacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we are generally able to intervene at an early stage to addressany negative trends, and in so doing, support both the collectability of revenue and the value of our investment. Investment Types Real Property. Our properties are primarily comprised of land, buildings, improvements and related rights. Our triple-net properties are generally leased tooperators under long-term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and contain one or more five to 15-yearrenewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for less than full marketvalue. Most of our rents are received under triple-net leases requiring the operator to pay rent and all additional charges incurred in the operation of theleased property. The tenants are required to repair, rebuild and maintain the leased properties. Substantially all of these operating leases are designed withescalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to acollectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rentalpayments due for the period. At December 31, 2015, approximately 92% of our triple-net properties were subject to master leases. A master lease is a lease of multiple properties to onetenant entity under a single lease agreement. From time to time, we may acquire additional properties that are then leased to the tenant under the master lease.The tenant is required to make one monthly payment that represents rent on all the properties that are subject to the master lease. Typically, the master leasetenant can exercise its right to purchase the properties or to renew the master lease only with respect to all leased properties at the same time. This bundlingfeature benefits us because the tenant 4 cannot limit the purchase or renewal to the better performing properties and terminate the leasing arrangement with respect to the poorer performingproperties. This spreads our risk among the entire group of properties within the master lease. The bundling feature should provide a similar advantage to us ifthe master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in bankruptcy has the right to assume or reject each of its leases. It is ourintent that a tenant in bankruptcy would be required to assume or reject the master lease as a whole, rather than deciding on a property by property basis. Our outpatient medical portfolio is primarily self-managed and consists principally of multi-tenant properties leased to health care providers. Our leasestypically include increasers and some form of operating expense reimbursement by the tenant. As of December 31, 2015, 82% of our portfolio included leaseswith full pass through, 15% with a partial expense reimbursement (modified gross) and 3% with no expense reimbursement (gross). Our outpatient medicalleases are non-cancellable operating leases that have a weighted-average remaining term of seven years at December 31, 2015 and are often credit enhancedby security deposits, guaranties and/or letters of credit. Construction. We occasionally provide for the construction of properties for tenants as part of long-term operating leases. We capitalize certain interestcosts associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the amount advanced during theconstruction period using the rate of interest that approximates our company-wide cost of financing. Our interest expense is reduced by the amountcapitalized. We also typically charge a transaction fee at the commencement of construction which we defer and amortize to income over the term of theresulting lease. The construction period commences upon funding and terminates upon the earlier of the completion of the applicable property or the end of aspecified period. During the construction period, we advance funds to the tenants in accordance with agreed upon terms and conditions which require, amongother things, periodic site visits by a Company representative. During the construction period, we generally require an additional credit enhancement in theform of payment and performance bonds and/or completion guaranties. At December 31, 2015, we had outstanding construction investments of$258,968,000 and were committed to provide additional funds of approximately $525,588,000 to complete construction for investment properties. Real Estate Loans. Our real estate loans are typically structured to provide us with interest income, principal amortization and transaction fees and aregenerally secured by first/second mortgage liens, leasehold mortgages, corporate guaranties and/or personal guaranties. At December 31, 2015, we hadoutstanding real estate loans of $819,492,000. The interest yield averaged approximately 8.1% per annum on our outstanding real estate loan balances. Ouryield on real estate loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of theloan and any interest rate adjustments. The real estate loans outstanding at December 31, 2015 are generally subject to one to 15-year terms with principalamortization schedules and/or balloon payments of the outstanding principal balances at the end of the term. Typically, real estate loans are cross-defaultedand cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates. Investments in Unconsolidated Entities. Investments in entities that we do not consolidate but have the ability to exercise significant influence overoperating and financial policies are reported under the equity method of accounting. Our investments in unconsolidated entities generally represent interestsranging from 10% to 50% in real estate assets. Under the equity method of accounting, our share of the investee’s earnings or losses is included in ourconsolidated results of operations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generallyamortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. The initialcarrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of the assetsprior to the sale of interests in the entity. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value ofthe equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value isother-than-temporary, an impairment is recorded. See Note 7 to our consolidated financial statements for more information. Principles of Consolidation The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through votingrights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interestentities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either(i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’sactivities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations, requires enterprises to perform a qualitative approach to determining whether or not a VIEwill need to be consolidated on a continuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that mostsignificantly impact that entity’s economic performance. 5 For investments in joint ventures, we evaluate the type of rights held by the limited partner(s), which may preclude consolidation in circumstances inwhich the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners’ rights and their impact on thepresumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and shouldbe reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreasesits ownership in the limited partnership, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. We similarlyevaluate the rights of managing members of limited liability companies. Borrowing Policies We utilize a combination of debt and equity to fund investments. Our debt and equity levels are determined by management to maintain a conservativecredit profile. Generally, we intend to issue unsecured, fixed-rate public debt with long-term maturities to approximate the maturities on our triple-net leasesand loans. For short-term purposes, we may borrow on our primary unsecured credit facility. We replace these borrowings with long-term capital such assenior unsecured notes, common stock or preferred stock. When terms are deemed favorable, we may invest in properties subject to existing mortgageindebtedness. In addition, we may obtain secured financing for unleveraged properties in which we have invested or may refinance properties acquired on aleveraged basis. In certain agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness. Competition We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies,finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, health care operators, developers and other investors inthe acquisition, development, leasing and financing of health care and seniors housing properties. We compete for investments based on a number of factorsincluding relationships, certainty of execution, investment structures and underwriting criteria. Our ability to successfully compete is impacted by economicand demographic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost ofcapital, construction and renovation costs and applicable laws and regulations. The operators/tenants of our properties compete with properties that provide comparable services in the local markets. Operators/tenants compete forpatients and residents based on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, familypreferences, physicians, staff and price. We also face competition from other health care facilities for tenants, such as physicians and other health careproviders that provide comparable facilities and services. For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K. Employees As of January 31, 2016, we had 476 employees. Credit Concentrations Please see Note 8 to our consolidated financial statements. Geographic Concentrations Please see “Item 2 – Properties” of this Annual Report on Form 10-K and Note 17 to our consolidated financial statements. Health Care Industry The demand for health care services, and consequently health care properties, is projected to reach unprecedented levels in the near future. The Centers forMedicare and Medicaid Services (“CMS”) projects that national health expenditures will rise to approximately $3.4 trillion in 2016 or 18.1% of grossdomestic product (“GDP”). The average annual growth in national health expenditures for 2014 through 2024 is expected to be 5.8%. While demographics are the primary driver of demand, economic conditions and availability of services contribute to health care service utilization rates.We believe the health care property market may be less susceptible to fluctuations and economic downturns relative to other property sectors. Investorinterest in the market remains strong, especially in specific sectors such as private-pay senior living and outpatient medical buildings. The total U.S. population for 2014 through 2024 is projected to increase by 9.1%. The elderly population aged 65 and over is projected to increase by40% through 2024. The elderly are an important component of health care utilization, especially independent living services, assisted living services, long-term/post-acute care services, inpatient and outpatient hospital services and physician ambulatory care. Most health care services are provided within ahealth care facility such as a hospital, a physician’s office or a seniors housing community. Therefore, we believe there will be continued demand forcompanies, such as ours, with expertise in health care real estate.6 Health care real estate investment opportunities tend to increase as demand for health care services increases. We recognize the need for health care realestate as it correlates to health care service demand. Health care providers require real estate to house their businesses and expand their services. We believethat investment opportunities in health care real estate will continue to be present due to:· The specialized nature of the industry, which enhances the credibility and experience of the Company;· The projected population growth combined with stable or increasing health care utilization rates, which ensures demand; and· The on-going merger and acquisition activity. Certain Government Regulations United States Health Law Matters — Generally Typically, operators of seniors housing facilities do not receive significant funding from government programs and are largely subject to state laws, asopposed to federal laws. Operators of long-term/post-acute care facilities and hospitals do receive significant funding from government programs, and thesefacilities are subject to the federal and state laws that regulate the type and quality of the medical and/or nursing care provided, ancillary services (e.g.,respiratory, occupational, physical and infusion therapies), qualifications of the administrative personnel and nursing staff, the adequacy of the physicalplant and equipment, reimbursement and rate setting and operating policies. In addition, as described below, operators of these facilities are subject toextensive laws and regulations pertaining to health care fraud and abuse, including, but not limited to, the Federal Anti-Kickback Statute, the Federal StarkLaw, and the Federal False Claims Act, as well as comparable state law counterparts. Hospitals, physician group practice clinics, and other health careproviders that operate in our portfolio are subject to extensive federal, state, and local licensure, registration, certification, and inspection laws, regulations,and industry standards. Our tenants’ failure to comply with any of these, and other, laws could result in loss of accreditation; denial of reimbursement;imposition of fines; suspension, decertification, or exclusion from federal and state health care programs; loss of license; or closure of the facility. Licensing and Certification The primary regulations that affect seniors housing facilities with assisted living are state licensing and registration laws. In granting and renewing theselicenses, the state regulatory agencies consider numerous factors relating to a property’s physical plant and operations, including, but not limited to,admission and discharge standards, staffing, and training. A decision to grant or renew a license is also affected by a property owner’s record with respect topatient and consumer rights, medication guidelines, and rules. Certain of the seniors housing facilities mortgaged to or owned by us may require the residentto pay an entrance or upfront fee, a portion of which may be refundable. These entrance fee communities are subject to significant state regulatory oversight,including, for example, oversight of each facility’s financial condition; establishment and monitoring of reserve requirements, and other financialrestrictions; the right of residents to cancel their contracts within a specified period of time; lien rights in favor of residents; restrictions on change ofownership; and similar matters. Such oversight, and the rights of residents within these entrance fee communities, may have an effect on the revenue oroperations of the facility operators, and, therefore, may adversely affect us. Certain health care facilities are subject to a variety of licensure and certificate of need (“CON”) laws and regulations. Where applicable, CON lawsgenerally require, among other requirements, that a facility demonstrate the need for (1) constructing a new facility, (2) adding beds or expanding an existingfacility, (3) investing in major capital equipment or adding new services, (4) changing the ownership or control of an existing licensed facility, or (5)terminating services that have been previously approved through the CON process. Certain state CON laws and regulations may restrict the ability ofoperators to add new properties or expand an existing facility’s size or services. In addition, CON laws may constrain the ability of an operator to transferresponsibility for operating a particular facility to a new operator. If we have to replace a property operator who is excluded from participating in a federal orstate health care program (as discussed below), our ability to replace the operator may be affected by a particular state’s CON laws, regulations, andapplicable guidance governing changes in provider control. With respect to licensure, generally our long-term/post-acute care facilities and acute care facilities are required to be licensed and certified forparticipation in Medicare, Medicaid, and other federal and state health care programs. This generally requires license renewals and compliance surveys on anannual or bi-annual basis. The failure of our operators to maintain or renew any required license or regulatory approval as well as the failure of our operatorsto correct serious deficiencies identified in a compliance survey could require those operators to discontinue operations at a property. In addition, if aproperty is found to be out of compliance with Medicare, Medicaid, or other federal or state health care program conditions of participation, the propertyoperator may be excluded from participating in those government health care programs. Any such occurrence may impair an operator’s ability to meet theirfinancial obligations to us. If we have to replace an excluded-property operator, our ability to replace the operator may be affected by 7 federal and state laws, regulations, and applicable guidance governing changes in provider control. This may result in payment delays, an inability to find areplacement operator, a significant working capital commitment from us to a new operator or other difficulties. Reimbursement The reimbursement methodologies applied to health care facilities continue to evolve. Federal and state authorities have considered and may seek toimplement new or modified reimbursement methodologies that may negatively impact health care property operations. The impact of any such changes, ifimplemented, may result in a material adverse effect on our portfolio. No assurance can be given that current revenue sources or levels will be maintained. Accordingly, there can be no assurance that payments under a government health care program are currently, or will be in the future, sufficient to fullyreimburse the property operators for their operating and capital expenses. As a result, an operator’s ability to meet its financial obligations to us could beadversely impacted. Seniors Housing Facilities (excluding long-term/post-acute care facilities). Approximately 54% of our overall revenues for the year ended December 31,2015 were attributable to U.S. seniors housing facilities. The majority of the revenues received by the operators of these facilities are from private paysources. The remaining revenue source is primarily Medicaid under certain waiver programs. As a part of the Omnibus Budget Reconciliation Act (“OBRA”)of 1981, Congress established a waiver program enabling some states to offer Medicaid reimbursement to assisted living providers as an alternative toinstitutional long-term care services. The provisions of OBRA, the subsequent OBRA Acts of 1987 and 1990, and certain provisions of the Patient Protectionand Affordable Care Act of 2010 (“PPACA”), permit states to seek a waiver from typical Medicaid requirements or otherwise amend their state plans todevelop cost-effective alternatives to long-term care, including Medicaid payments for assisted living and home health. As of September 30, 2015, 16 of our44 seniors housing operators received Medicaid reimbursement pursuant to Medicaid waiver programs. For the twelve months ended September 30, 2015,approximately 1.4% of the revenues at our seniors housing facilities were from Medicaid reimbursement. There can be no guarantee that a state Medicaidprogram operating pursuant to a waiver will be able to maintain its waiver status. Rates paid by self-pay residents are set by the facilities and are determined by local market conditions and operating costs. Generally, facilities receive ahigher payment per day for a private pay resident than for a Medicaid beneficiary who requires a comparable level of care. The level of Medicaidreimbursement varies from state to state. Thus, the revenues generated by operators of our assisted living facilities may be adversely affected by payor mix,acuity level, changes in Medicaid eligibility, and reimbursement levels. In addition, a state could lose its Medicaid waiver and no longer be permitted toutilize Medicaid dollars to reimburse for assisted living services. Changes in revenues could in turn have a material adverse effect on an operator’s ability tomeet its obligations to us. Long-Term/Post-Acute Care Facilities. Approximately 14% of our overall revenues for the year ended December 31, 2015 were attributable to long-term/post-acute care facilities. The majority of the revenues received by the operators of these facilities are from the Medicare and Medicaid programs, withthe balance representing reimbursement payments from private payors, including private insurers. Consequently, changes in federal or state reimbursementpolicies may adversely affect an operator’s ability to cover its expenses, including our rent or debt service. Long-term/post-acute care facilities are subject toperiodic pre- and post-payment reviews, and other audits by federal and state authorities. A review or audit of a property operator’s claims could result inrecoupments, denials, or delay of payments in the future, which could have a material adverse effect on the operator’s ability to meet its financial obligationsto us. Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given as to the adequacy of any reservesmaintained by our property operators to cover potential adjustments to reimbursements, or to cover settlements made to payors. Recent attention on billingpractices, payments, and quality of care, or ongoing government pressure to reduce spending by government health care programs, could result in lowerpayments to long-term/post-acute care facilities and, as a result, may impair an operator’s ability to meet its financial obligations to us. Medicare Reimbursement and Long-Term/Post-Acute Care Facilities. For the twelve months ended September 30, 2015, approximately 34% of therevenues at our long-term/post-acute care facilities were paid by Medicare. Generally, long-term/post-acute care facilities are reimbursed under the MedicareSkilled Nursing Facility Prospective Payment System (“SNF PPS”), the Inpatient Rehabilitation Facility Prospective Payment System (“IRF PPS”), or theLong Term Care Hospital Prospective Payment System (“LTCH PPS”). There is a risk under these payment systems that costs will exceed the fixed payments,or that payments may be set below the costs to provide certain items and services, which could result in immediate financial difficulties for operators, andcould cause operators to seek bankruptcy protection. The CMS, an agency of the Department of Health and Human Services (“HHS”), made positive payment updates for the 2016 fiscal year under the SNFPSS, the IRF PPS and the LTCH PPS. · On August 4, 2015, CMS published a final rule regarding fiscal year 2016 (“FY16”) Medicare payment rates for skilled nursing facilities (“SNFs”). Under the rule, CMS projects that aggregate payments to SNFs will increase by $430 million, or 1.2%, from payments in fiscal year 2015. 8 · On August 6, 2015, CMS published a final rule for the IRF PPS. Under the final rule, inpatient rehabilitation facilities (“IRFs”) will receive a netincrease of 1.8%, accounting for adjustments, such as the multifactor productivity adjustment. An additional 0.1% increase to aggregate paymentsdue to updating the outlier threshold results in an overall update of 1.8% relative to payments in fiscal year 2015. CMS estimates aggregatepayments to IRFs will increase by $135 million in fiscal year 2016.· On August 17, 2015, CMS published a final rule regarding FY16 Medicare payment rates for long-term care hospitals (“LTCHs”). Under the rule,standard LTCH PPS rates will increase 1.7%. CMS projects overall payments to LTCHs under the rule would decrease by 4.6%, or $250 million, dueto the statutory decrease in payment rates for site neutral LTCH PPS cases. Site neutral LTCH PPS cases do not meet the clinical criteria to qualify forthe higher standard LTCH PPS payment rates. Other Laws, Regulations (Proposed and Final), and Initiatives Affecting Medicare Reimbursement for LTCHs, SNFs, and IRFs. On December 26, 2013,the President signed into law the Pathway for SGR Reform Act (“SGR Reform”). SGR Reform implemented several changes to the Medicare payment rules forLTCHs. For a discharge in cost reporting periods beginning on or after October 1, 2015, specified cases in LTCHs will receive the “applicable” site-neutralpayment rate. Specifically, payment rates will be blended for discharges in cost reporting periods beginning in fiscal year 2016 and fiscal year 2017,consisting of half of the site neutral payment rate and half of the payment rate that would otherwise apply, and then shift to all site-neutral payments in fiscalyear 2018. Patients with a three-day stay in an intensive care unit prior to LTCH admission or ventilator patients with at least 96 hours are exempted from thelower site-neutral payments if the discharge does not have a principal diagnosis relating to a psychiatric diagnosis or to rehabilitation. Beginning in fiscalyear 2020, LTCHs are to maintain at least 50% of patients that are excluded from the site-neutral payments. SGR Reform also requires the Medicare PaymentAdvisory Committee (“MedPAC”) to conduct a study and submit a report to Congress by June 30, 2019 that includes recommendations that address thesechanges to the LTCH payment policies. Additionally, beginning in fiscal year 2016, calculation of length of stay requirements for LTCHs will exclude anypatients for whom payment is made (i) at the site-neutral payment rate and (ii) under any Medicare Advantage plan. SGR Reform also delayedimplementation of a limit of no more than 25% of patients referred from any one hospital (“25% Rule”) for another three years, and the Secretary of HHS mustissue a report in two years on the need for any further extension or modifications to the 25% Rule. Finally, SGR Reform reinstituted a moratorium on newLTCHs or any increase in LTCH beds from January 1, 2015 through September 30, 2017. On April 1, 2014, the Protecting Access to Medicare Act of 2014 (“Access to Medicare Act”) was enacted. The Access to Medicare Act implements value-based purchasing for SNFs. Beginning in fiscal year 2019, 2% of SNF payments will be withheld and approximately 50% to 70% of the amount withheldwill be paid to SNFs through value-based payments. SNFs began reporting the claims-based 30-Day All-Cause Readmission Measure on October 1, 2015 andwill begin reporting a resource use measure by October 1, 2016. Both measures will be publicly available by October 1, 2017. On October 6, 2014, the President signed into law the Improving Medicare Post-Acute Transformation Act of 2014 (“IMPACT Act”). The law applies toSNFs, LTCHs, IRFs and home health agencies and requires providers to report standardized patient assessment data, data on quality measures, and data onresource use and other measures. The law requires public reporting of quality and resource use and other measures. MedPAC is required to submit a report toCongress by June 30, 2016, evaluating and recommending features of a post-acute payment system that establishes payment rates according to individualcharacteristics instead of the post-acute setting where the patient is treated. The report must include a technical prototype for a post-acute prospectivepayment system and the impact of moving from the current to the new payment system. On July 16, 2015, CMS issued a proposed rule that, for the first time in nearly 25 years, would comprehensively update the SNF requirements forparticipation under Medicare and Medicaid. Among other things, the proposed rule addresses requirements relating to quality of care and quality of life,facility responsibilities and staffing considerations, resident assessments, and compliance and ethics programs. CMS estimates that this rule would result inan estimated first-year cost of approximately $46,491 per facility and a subsequent-year cost of $40,685 per facility on 15,691 LTCHs. On November 24, 2015, CMS published a final rule to bundle the costs for Lower Extremity Joint Replacement procedures in certain geographic areas. The bundle will begin with the hospital admission and continue for 90 days following hospital discharge. The following services, among others, will beincluded: physician services, inpatient hospital services (including readmission), LTCH, inpatient rehabilitation, SNF, and/or home health services, hospitaloutpatient services, outpatient therapy, clinical lab, and hospice. Hospitals subject to the bundling requirements with spending below an established targetprice that meet the threshold on certain quality measures could earn a reconciliation payment from Medicare. Hospitals with spending that exceeds the targetwill need to pay the difference to Medicare. On December 1, 2015, CMS published a notice seeking comments on the methodology used to cut Medicare Part A hospital reimbursement by 0.2% as partof the original “Two-Midnight” payment policy. The notice was issued in response to a federal district court’s finding in September that CMS did notadequately explain its reasoning for the 0.2% pay cut in 2013. In accordance with the 9 federal district court’s order in Shands Jacksonville Medical Center, Inc., et al. v. Burwell, No. 14-263 (D.D.C.), the notice discusses the basis for the 0.2%reduction and its underlying assumptions and invites comments on the same to facilitate the CMS’s further consideration of the fiscal year 2014 reduction. Finally, in January 2016, MedPAC finalized its recommendations, advising Congress that Medicare payments should remain the same in fiscal year 2017for LTCHs and IRFs, among other institutions. The final recommendations also urge Congress to eliminate the market basket updates for SNFs for fiscal year2017 and 2018 and direct the Secretary of HHS to revise the SNF prospective payment system. To the extent such recommendations are implemented, theycould impact our operators and tenants. HHS Office of Inspector General (“OIG”) Recommendations Addressing SNF Billing. In the OIG’s March 2015 Compendium of PriorityRecommendations, a report that highlights the OIG’s previous recommendations for which corrective action has not been completed, the OIG cited its priorNovember 2012 report addressing questionable billing practices by SNFs. The OIG recommended, among other things, changing the current method fordetermining how much therapy is needed to ensure appropriate payments, monitoring compliance with new therapy assessments, and improving accuracy ofdata submitted by SNFs. Similarly, in June 2015, the OIG issued a report analyzing CMS’ assessments related to changes in the amount of therapy that abeneficiary receives during stays. The OIG concluded that CMS’ new policies create challenges for oversight and that SNFs’ use of these assessments costMedicare $143 million over two years. The OIG recommended, among other things, that CMS (1) reduce the financial incentive for SNFs to use assessmentsdifferently when decreasing and increasing therapy and (2) accelerate its efforts to implement a new method for paying for therapy. OIG also issued a reportin September 2015, calling for reevaluation of the Medicare payment system for skilled nursing facilities. In particular, OIG found that Medicare paymentsfor therapy greatly exceeded SNFs’ costs for therapy, and that, under the current payment system, SNFs increasingly billed for the highest level of therapyeven though key beneficiary characteristics remained largely the same. OIG determined that its findings demonstrated the need for CMS to reevaluate theMedicare SNF payment system, concluding that payment reform could save Medicare billions of dollars and encourage SNFs to provide services that arebetter aligned with beneficiaries’ care needs. Most recently, OIG issued (1) its findings regarding the fiscal year 2015 Top Management and PerformanceChallenges Facing HHS and (2) the FY 2016 OIG Work Plan. Both cited SNF billing as an area that creates incentives for providers to bill more expensivecare instead of the appropriate levels of care, requiring ongoing government monitoring and auditing for compliance. If followed, these reports andrecommendations may impact our operators and tenants. Medicare Reimbursement for Physicians, Hospital Outpatient Departments, and Ambulatory Surgical Centers. Historically, CMS annually adjusted theMedicare Physician Fee Schedule payment rates based on an update formula that included application of the Sustainable Growth Rate (“SGR”). As notedabove, on April 1, 2014, President Obama signed into law the Access to Medicare Act, which, among other things, provided for a 0% update to the 2015Medicare Physician Fee Schedule through March 31, 2015. On November 13, 2014, CMS published the calendar year 2015 Physician Fee Schedule finalrule, which, consistent with the Access to Medicare Act, called for a 0% update from January 1, 2015 through March 31, 2015 and a negative 21.2% updateunder the statutory SGR formula for April 1, 2015 through December 31, 2015. However, on April 16, 2015, President Obama signed and enacted into lawH.R. 2, the Medicare Access and CHIP Reauthorization Act of 2015, which, among other things:· Repeals the SGR;· Institutes a 0% update to the single conversion factor under the Medicare Physician Fee Schedule from January 1 through June 30, 2015, a 0.5%update for July 2015 through the end of 2019, and a 0% update for 2020 through 2025. For 2026 and subsequent years, the update will be either0.75% or 0.25%, depending on which Alternate Payment Model the physician participates; · Delays the Geographic Practice Cost Indices payment adjustment until January 1, 2018;· Extends the therapy cap exceptions process through December 31, 2017; and· Imposes a market basket update of 1% for skilled nursing providers for FY 2018. Also, on April 6, 2015, CMS announced final 2016 payment rates for Medicare Advantage, with an expected average payment impact of 3.25%. Changesin Medicare Advantage plan payments may indirectly affect our operators and tenants that contract with Medicare Advantage plans. Additionally, the Bipartisan Budget Act of 2015, enacted on November 2, 2015, contains a provision that alters how much Medicare pays for outpatientservices furnished by hospitals. Pursuant to Section 603 of the Act, effective January 1, 2017, an off-campus hospital outpatient department (“HOPD”) willno longer qualify for Medicare payment under the Hospital Outpatient Prospective Payment System, unless the off-campus HOPD was established prior to thedate of enactment (November 2, 2015), and Medicare payment will, instead, be made under the applicable non-hospital payment system (i.e., the PhysicianFee Schedule or Ambulatory Surgical Center (“ASC”) system), which typically provides for lower payment rates. This site-neutrality provision is intended toaddress policymakers’ concerns that Medicare’s current payment policies incentivize hospitals to acquire and label physician practices and ASCs as HOPDsdue to higher rates available for services furnished in hospital outpatient settings. It is unclear whether this provision will significantly impact Welltower’soperators and tenants. 10 CMS also issued additional rules which could impact our tenants and operators. · On November 13, 2015, CMS published a final rule regarding 2016 Medicare payment rates for HOPDs and ASCs. Under the rule, CMS reducedpayments to HOPDs by 0.3% and increased payments to ASCs by 0.3%. The final rule also included updates to the “Two-Midnight” rule regardingwhen inpatient admissions are appropriate for payment under Medicare Part A. Under the final rule, an inpatient admission lasting less than twomidnights would be payable under Medicare Part A on a case-by-case basis based on the judgment of the admitting physician, supported bydocumentation in the medical record.· On November 16, 2015, CMS published a final rule regarding 2016 Medicare payment rates under the Physician Fee Schedule. Among other finalpolicies, CMS finalized its plans to initiate implementation of the new payment system for physicians and other practitioners, the Merit-BasedIncentive Payment System (“MIPS”), required by the legislation that repealed the SGR. Under the legislation, the MIPS will be fully implemented incalendar year 2019. Medicaid Reimbursement and Long-Term/Post-Acute Care Facilities. For the twelve months ended September 30, 2015, approximately 41% of therevenues of long-term/post-acute care facilities were paid by Medicaid. The federal and state governments share responsibility for financing Medicaid. Thefederal matching rate, known as the Federal Medical Assistance Percentage, varies by state based on relative per capita income, but is at least 50% in allstates. According to the National Association of State Budget Officers, Medicaid was the largest component of total state spending, representingapproximately 27.4% of total state expenditures in state fiscal year 2015. The percentage of Medicaid dollars for long-term/post-acute care facilities variesfrom state to state, due in part to different ratios of elderly population and eligibility requirements. Within certain federal guidelines, states have a fairly widerange of discretion to determine eligibility and reimbursement methodology. Many states reimburse SNFs, for example, using fixed daily rates, which areapplied prospectively based on patient acuity and the historical costs incurred in providing patient care. Reasonable costs typically include allowances forstaffing, administrative and general expenses, property, and equipment (e.g., real estate taxes, depreciation and fair rental). In most states, Medicaid does not fully reimburse the cost of providing services. Certain states are attempting to slow the rate of Medicaid growth byfreezing rates or restricting eligibility and benefits. Average Medicaid rates for our long-term/post-acute care facilities will likely vary throughout the year asstates continue to make interim changes to their budgets and Medicaid funding. In addition, Medicaid reimbursement rates may decline if revenues in aparticular state are not sufficient to fund budgeted expenditures. Health Reform Laws. On March 23, 2010, the President signed into law the PPACA and the Health Care and Education Reconciliation Act of 2010, whichamends the PPACA (collectively, the “Health Reform Laws”). The Health Reform Laws contain various provisions that may directly impact us or theoperators and tenants of our properties. Some provisions of the Health Reform Laws may have a positive impact on our operators’ or tenants’ revenues, by,for example, increasing coverage of uninsured individuals, while others may have a negative impact on the reimbursement of our operators or tenants by, forexample, altering the market basket adjustments for certain types of health care facilities. The Health Reform Laws also enhance certain fraud and abusepenalty provisions that could apply to our operators and tenants, in the event of one or more violations of the federal health care regulatory laws. In addition,there are provisions that impact the health coverage that we and our operators and tenants provide to our respective employees. The Health Reform Laws alsoprovide additional Medicaid funding to allow states to carry out the expansion of Medicaid coverage to certain financially−eligible individuals beginning in2014, and have also permitted states to expand their Medicaid coverage to these individuals since April 1, 2010, if certain conditions are met. On June 28,2012, the United States Supreme Court upheld the individual mandate of the Health Reform Laws but partially invalidated the expansion of Medicaid. Theruling on Medicaid expansion will allow states not to participate in the expansion – and to forego funding for the Medicaid expansion – without losing theirexisting Medicaid funding. Given that the federal government substantially funds the Medicaid expansion, it is unclear how many states will ultimatelypursue this option. The participation by states in the Medicaid expansion could have the dual effect of increasing our tenants’ revenues, through newpatients, but could also further strain state budgets. While the federal government will pay for approximately 100% of those additional costs from 2014 to2016, states will be expected to pay for part of those additional costs beginning in 2017. Challenges to the Health Reform Laws. Since the enactment of the Health Care Laws, there have been multiple attempts through legislative action andlegal challenge to repeal or amend the Health Reform Laws, including the case that was before the U.S. Supreme Court, King v. Burwell. Although theSupreme Court in Burwell upheld the use of subsidies to individuals in federally-facilitated health care exchanges on June 25, 2015, which ultimately didnot disrupt significantly the implementation of the Health Care Reform Laws, we cannot predict whether other current or future efforts to repeal or amend theHealth Reform Laws will be successful, nor can we predict the impact that such a repeal or amendment would have on our operators or tenants and theirability to meet their obligations to us. We cannot predict whether the existing Health Reform Laws, or future health care reform legislation or regulatory changes, will have a material impact onour operators’ or tenants’ property or business. If the operations, cash flows or financial condition of our operators and tenants are materially adverselyimpacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. 11 Other Related Laws, Initiatives, and Considerations Long-term/post-acute care facilities (and seniors housing facilities that receive Medicaid payments) are subject to federal, state, and local laws,regulations, and applicable guidance that govern the operations and financial and other arrangements that may be entered into by health care providers. Certain of these laws prohibit direct or indirect payments of any kind for the purpose of inducing or encouraging the referral of patients for medical productsor services reimbursable by government health care programs. Other laws require providers to furnish only medically necessary services and submit to thegovernment valid and accurate statements for each service. Still other laws require providers to comply with a variety of safety, health and other requirementsrelating to the condition of the licensed property and the quality of care provided. Sanctions for violations of these laws, regulations, and other applicableguidance may include, but are not limited to, criminal and/or civil penalties and fines, loss of licensure, immediate termination of government payments, andexclusion from any government health care program. In certain circumstances, violation of these rules (such as those prohibiting abusive and fraudulentbehavior) with respect to one property may subject other facilities under common control or ownership to sanctions, including exclusion from participationin the Medicare and Medicaid programs, as well as other government health care programs. In the ordinary course of its business, a property operator isregularly subjected to inquiries, investigations, and audits by the federal and state agencies that oversee these laws and regulations. Long-term/post-acute care facilities (and seniors housing facilities that receive Medicaid payments) are also subject to the Federal Anti-Kickback Statute,which generally prohibits persons from offering, providing, soliciting, or receiving remuneration to induce either the referral of an individual or thefurnishing of a good or service for which payment may be made under a federal health care program, such as Medicare or Medicaid. Long-term/post-acutecare facilities are also subject to the Federal Ethics in Patient Referral Act of 1989, commonly referred to as the Stark Law. The Stark Law generally prohibitsthe submission of claims to Medicare for payment if the claim results from a physician referral for certain designated services and the physician has afinancial relationship with the health service provider that does not qualify under one of the exceptions for a financial relationship under the Stark Law. Similar prohibitions on physician self-referrals and submission of claims apply to state Medicaid programs. Further, long-term/post-acute care facilities (andseniors housing facilities that receive Medicaid payments), are subject to substantial financial penalties under the Civil Monetary Penalties Act and theFederal False Claims Act and, in particular, actions under the Federal False Claims Act’s “whistleblower” provisions. Private enforcement of health care fraudhas increased due in large part to amendments to the Federal False Claims Act that encourage private individuals to sue on behalf of the government. Thesewhistleblower suits brought by private individuals, known as qui tam actions, may be filed by almost anyone, including present and former patients, nursesand other employees, and competitors. Significantly, if a claim is successfully adjudicated, the Federal False Claims Act provides for treble damages up to$11,000 per claim. Prosecutions, investigations, or whistleblower actions could have a material adverse effect on a property operator’s liquidity, financial condition, andoperations, which could adversely affect the ability of the operator to meet its financial obligations to us. Finally, various state false claim act and anti-kickback laws may also apply to each property operator. Violation of any of the foregoing statutes can result in criminal and/or civil penalties that couldhave a material adverse effect on the ability of an operator to meet its financial obligations to us. Other legislative developments, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), have greatly expanded thedefinition of health care fraud and related offenses and broadened its scope to include private health care plans in addition to government payors. Congressalso has greatly increased funding for the Department of Justice, Federal Bureau of Investigation and the Office of the Inspector General of the Department ofHealth and Human Services to audit, investigate and prosecute suspected health care fraud. Moreover, a significant portion of the billions in health carefraud recoveries over the past several years has also been returned to government agencies to further fund their fraud investigation and prosecution efforts. Additionally, other HIPAA provisions and regulations provide for communication of health information through standard electronic transaction formatsand for the privacy and security of health information. In order to comply with the regulations, health care providers often must undertake significantoperational and technical implementation efforts. Operators also may face significant financial exposure if they fail to maintain the privacy and security ofmedical records and other personal health information about individuals. The Health Information Technology for Economic and Clinical Health (“HITECH”)Act, passed in February 2009, strengthened the HHS Secretary’s authority to impose civil money penalties for HIPAA violations occurring after February 18,2009. HITECH directs the HHS Secretary to provide for periodic audits to ensure covered entities and their business associates (as that term is defined underHIPAA) comply with the applicable HITECH requirements, increasing the likelihood that a HIPAA violation will result in an enforcement action. CMSissued an interim Final Rule which conformed HIPAA enforcement regulations to the HITECH Act, increasing the maximum penalty for multiple violationsof a single requirement or prohibition to $1.5 million. Higher penalties may accrue for violations of multiple requirements or prohibitions. Additionally, onJanuary 17, 2013, CMS released an omnibus final rule, which expands the applicability of HIPAA and HITECH and strengthens the government’s ability toenforce these laws. The final rule broadens the definition of “business associate” and provides for civil money penalty liability against covered entities andbusiness associates for the acts of their agents regardless of whether a business associate agreement is in place. This rule also modified the standard for whena breach of unsecured personally identifiable health information must be reported. Some covered 12 entities have entered into settlement agreements with HHS for allegedly failing to adopt policies and procedures sufficient to implement the breachnotification provisions in the HITECH Act. Additionally, the final rule adopts certain changes to the HIPAA enforcement regulations to incorporate theincreased and tiered civil monetary penalty structure provided by HITECH, and makes business associates of covered entities directly liable under HIPAA forcompliance with certain of the HIPAA privacy standards and HIPAA security standards. HIPAA violations are also potentially subject to criminal penalties. There has been increased federal and state HIPAA privacy and security enforcement efforts and we expect this trend to continue. Under HITECH, stateattorneys general have the right to prosecute HIPAA violations committed against residents of their states. Several such actions have already been broughtagainst both covered entities and a business associate, and continued enforcement actions are likely to occur in the future. In addition, HITECH mandatesthat the Secretary of HHS conduct periodic compliance audits of HIPAA covered entities and business associates. It also tasks HHS with establishing amethodology whereby individuals who are harmed by HIPAA violations may receive a percentage of the civil monetary penalty fine or monetary settlementpaid by the violator. In addition to HIPAA, numerous other state and federal laws govern the collection, dissemination, use, access to and confidentiality of individuallyidentifiable health information. In addition, some states are considering new laws and regulations that further protect the confidentiality, privacy or securityof medical records or other types of medical or personal information. These laws may be similar to or even more stringent than the federal provisions and arenot preempted by HIPAA. Not only may some of these state laws impose fines and penalties upon violators, but some afford private rights of action toindividuals who believe their personal information has been misused. Most recently with respect to HIPAA, in September, 2015, OIG issued two reports calling for better privacy oversight of covered entities. The first report,titled “OCR Should Strengthen its Oversight of Covered Entities’ Compliance with the HIPAA Privacy Standards,” found that OCR’s oversight is primarilyreactive, as OCR has not fully implemented the required audit program to proactively assess possible noncompliance from covered entities. OIGrecommended, among other things, that OCR fully implement a permanent audit program and develop a policy requiring OCR staff to check whether coveredentities had previously been investigated for noncompliance. The second report, titled “OCR Should Strengthen its Follow-up of Breaches of PatientInformation Reported by Covered Entities,” found that (1) OCR did not record corrective action information for 23% of closed “large-breach” cases in whichit made determinations of noncompliance, and (2) OCR did not record “small-breach” information in its case-tracking system, which limits its ability to trackand identify covered entities with multiple small breaches. OIG recommended, among other things, that OCR enter small-breach information into its case-tracking system and maintain complete documentation of corrective actions taken. OCR agreed with OIG’s recommendations in both reports. If followed,these reports and recommendations may impact our operators and tenants. In November 2002, CMS began an ongoing national Nursing Home Quality Initiative (“NHQI”). Under this initiative, historical survey information, theNHQI Pilot Evaluation Report and the NHQI Overview is made available to the public on-line. The NHQI website provides consumer and providerinformation regarding the quality of care in nursing homes. The data allows consumers, providers, states, and researchers to compare quality information thatshows how well nursing homes are caring for their residents’ physical and clinical needs. The posted nursing home quality measures come from residentassessment data that nursing homes routinely collect on the residents at specified intervals during their stay. If the operators of nursing facilities are unable toachieve quality of care ratings that are comparable or superior to those of their competitors, they may lose market share to other facilities, reducing theirrevenues and adversely impacting their ability to make rental payments. In addition, recent government proposals have resulted in an increased emphasis by the government on the quality of care provided by providers. Forexample, on February 27, 2015, CMS announced the establishment of a Health Care Payment Learning and Action Network as part of its plan to shift theMedicare program, and the healthcare system at large, toward paying providers based on quality, rather than the quantity of care they provide to patients. Through the Learning and Action Network, CMS will work with private payers, employers, consumers, providers, states and state Medicaid programs, andother partners to expand alternative payment models into their programs. To the extent this and similar measures impose additional obligations on ouroperators or tenants, or decrease the reimbursements that they receive, our revenues and operations may be indirectly adversely affected. In October 2015, the U.S. Government Accountability Office (“GAO”) released a report recommending that CMS continue to improve data and oversightof nursing home quality measures. The GAO found that although CMS collects several types of data that give some insight into the quality of nursinghomes, the data could provide a clearer picture of nursing home quality if some underlying problems with the data (i.e., the use of self-reported data and non-standardized survey methodologies) are corrected. The GAO recommends, among other things, that CMS implement a clear plan for ongoing auditing of self-reported data and establish a process for monitoring oversight modifications to better assess their effects. According to the GAO, timely completion of theseactions is particularly important because Medicare payments to nursing homes will be dependent on quality data, through the implementation of the valuebased purchasing program, starting in fiscal year 2019. HHS agreed with the GAO’s recommendations, and to the extent such recommendations areimplemented, they could impact Welltower’s operators and tenants. 13 According to the U.S. Centers for Disease Control and Prevention, it is not possible to predict the severity of the upcoming flu season or the efficacy ofavailable flu vaccinations. The U.S. experiences epidemics of seasonal flu each year, which result in increased influenza-related hospitalizations and deaths. According to HHS, each flu season, nearly 111 million workdays are lost due to the flu, which equals approximately $7 billion per year in sick days and lostproductivity. As such, depending on the severity and duration of the upcoming flu season, the flu could impact Welltower’s operators and tenants. Finally, government investigations and enforcement actions brought against the health care industry have increased dramatically over the past severalyears and are expected to continue. Some of these enforcement actions represent novel legal theories and expansions in the application of the Federal FalseClaims Act. The costs for an operator of a health care property associated with both defending such enforcement actions and the undertakings in settlingthese actions can be substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us. United Kingdom Registration In England, care home services are principally regulated by the Health and Social Care Act 2008 (the “Act”) and associated Regulations. The Act requiresall persons carrying out “Regulated Activities” in England, and the managers of such persons, to be registered. Regulated Activities are defined in the Healthand Social Care Act 2008 (Regulated Activities) Regulations 2014, as amended (the “2014 Regulations”), and include (among other activities):· The provision of personal care for persons who, by reason of old age, illness or disability are unable to provide it for themselves, and which isprovided in a place where those persons are living at the time the care is provided; and· The provision of residential accommodation, together with nursing or personal care. From April 1, 2015, the 2014 Regulations fully revoked the Health and Social Care Act 2008 (Regulated Activities) Regulations 2010 (the “2010Regulations”) and while the 2014 Regulations introduce certain modifications with regard to service standards, the registration obligations under the Actremain. Service Standards and Notification Obligations The 2014 Regulations aim to streamline the legal obligations in the 2010 Regulations, and replace them with a set of more broadly-phrased, legallybinding “Fundamental Standards”. The 2014 Regulations list the standards that must be met when providing care services. The service providers’ legalobligations include:· Care and treatment must be appropriate and reflect service user needs and preferences;· Service users must be treated with dignity and respect;· Care and treatment must only be provided with consent;· Care and treatment must be provided in a safe way for service users;· Service users must be protected from abuse and improper treatment;· Service users nutritional and hydration needs must be met;· All premises and equipment must be clean, secure, suitable and used properly;· Complaints must be investigated and appropriate action taken;· Systems and processes must be established to ensure compliance with fundamental standards;· Sufficient numbers of suitably qualified, competent, skilled and experienced staff must be deployed;· Persons employed must be of good character, having the necessary qualifications, skills and experience, and be able to perform the work forwhich they are employed; and· Health service bodies must be open and transparent with service users about their care and treatment. Failure to comply with certain provisions of the 2014 Regulations is an offense, with a person guilty of the offense liable on summary conviction to a fine. Monetary penalty notices may also be issued. The 2014 Regulations also include:· Requirements around fit and proper persons being employed for the purposes of carrying out a regulated activity. Such persons must be of goodcharacter, have the qualifications, competence, skills and experience necessary and be able by reason of their health to perform their tasks.Recruitment procedures must also be established and effectively operated with certain specified information being available in relation to eachperson employed and registered where required; · A new “duty of candour” to notify and apologize to affected persons, in the event of certain incidents having actually or potentially led to thedeath of the service user, where the death relates directly to the incident rather than to the natural course of the service user's illness orunderlying condition, or severe harm, moderate harm or prolonged psychological harm to the service user;14 · A requirement for a service provider to display a performance assessment received as a rating of its performance by the Care Quality Commission(the “CQC”); and· A requirement that registered persons have regard to guidance issued by the CQC and any code of practice from the Secretary of State in relationto prevention or control of health care associated infections. Under the Care Quality Commission (Registration) Regulations 2009 certain matters must be notified to the CQC, the government regulatory bodyoverseeing the provision of nursing and other care services in England. Failure to comply with notification obligations is an offense and a person guilty ofan offense is liable on summary conviction to a fine of up to £2,500. Regulatory Oversight and Inspections The Act also sets out the powers and responsibilities of the CQC. Among other powers, the CQC administers the compulsory registration system and issuesguidance to care service providers on how to comply with applicable standards set out in legislation. The Care Act 2014 sets out certain provisions concerning (among others):· The duty of a local authority to meet the needs of an adult for care and support and a carer’s needs where the registered care provider is unable tocarry on a regulated activity because of business failure;· The duty of the CQC to assess the financial sustainability of providers subject to its regulatory regime with a view to identifying any threats thatsuch providers may face to their financial sustainability. Where the CQC identifies a significant risk to financial sustainability it can require theprovider to develop a sustainability plan setting out the provider’s plan to mitigate or eliminate risk or require the provider to organize anindependent review of the business with the costs being recovered from the provider;· The CQC informing local authorities where a registered care provider is likely to become unable to carry on a regulated activity; and· A new offense where certain registered care providers supply, publish or make available information that is false or misleading in a materialrespect which can also apply to a director, manager or person purporting to act as such of a company. Privacy In the European Union (“EU”), data protection is governed by the EU Data Protection Directive 95/46/EC (the “Data Protection Directive”). The DataProtection Directive has been implemented in the UK by the Data Protection Act 1998 (the “Act”) which entered into force on March 2000 and is enforced bythe Information Commissioner’s Office (“ICO”). The Act applies to a data controller that processes personal data in the context of an establishment in the UK, or where not established in the UK, in anyother State of the European Economic Area (“EEA”), processes personal data through equipment located in the UK other than for the purposes of transitthrough the UK. Under the Act, a data controller is the person who (either alone or jointly or in common with other persons) determines the purposes forwhich and the manner in which any personal data are, or are to be, processed. Personal data is widely defined as data which relates to a living individual whocan be identified from those data, or from those data and other information which is in the possession of, or is likely to come into the possession of, the datacontroller. Sensitive personal data is personal data consisting of information as to the racial or ethnic origin of the data subject; his/her political opinions,religious beliefs or other beliefs of a similar nature; whether he/she is a member of a trade union; his/her physical or mental health or condition; his/her sexuallife; and the commission or alleged commission by him/her of an offense, any proceedings for any offense committed or alleged to have been committed byhim/her, the disposal of such proceedings, or the sentence of any court in such proceedings. The Act imposes a number of obligations on the data controller contained in eight Data Protection Principles: (i) personal data must be processed fairlyand lawfully, (ii) personal data must be processed for specified and lawful purposes, (iii) personal data must be adequate, relevant and not excessive, (iv)personal data must be accurate and up to date, (v) personal data must not be kept for longer than necessary, (vi) personal data must be processed inaccordance with the rights of data subjects, (vii) appropriate technical and organizational measures shall be taken against unauthorized or unlawfulprocessing of personal data and against accidental loss or destruction of, or damage to, personal data; and (viii) there is a prohibition on transfers of personaldata to countries outside the EEA that are not deemed by the European Commission to provide an adequate level of protection, which includes the U.S.,unless certain exemptions under the Act apply. The ICO has a number of enforcement powers available which includes, in certain limited cases, criminal prosecution and non-criminal enforcement andaudits. In case of a breach of the Act, the ICO may: (i) provide practical advice to organizations on how they should handle data protection matters; (ii) issueundertakings committing an organization to a particular course of action in order to improve its compliance; (iii) serve enforcement notices where there hasbeen a breach, requiring organizations to take (or refrain from taking) specified steps in order to ensure they comply with the law; (iv) conduct consensualassessments (audits) to determine if 15 organizations are complying; (v) serve assessment notices to conduct compulsory audits to assess whether organizations’ processing of personal data followsgood data protection practices; (vi) issue monetary penalty notices requiring organizations to pay up to £500,000 for serious breaches of the Act occurring onor after April 6, 2010 or serious breaches of the Privacy and Electronic Communications Regulations occurring after May 26, 2011; and (vii) prosecute thosewho commit criminal offenses under the Act. Under the Act, individuals also have the right to claim compensation from an organization in respect of damagecaused by a breach of any of the requirements of the Act. There is a proposal for an EU Data Protection Regulation which would replace the Data Protection Directive and impose a significant number of newobligations including, among others, a requirement to appoint data protection officers, having detailed documentation on the processing of personal data,carrying out privacy impact assessments in certain circumstances, providing standardized data protection notices, reporting security breaches without unduedelay, and providing certain rights to individuals such as a right of erasure of personal data. The EU Data Protection Regulation is to have significantenforcement powers with fines proposed by the European Commission of up to 2% of annual worldwide turnover or €20 million, whichever is greater. TheEU Data Protection Regulation may be adopted sometime in 2016 with EU Member States possibly having two years to implement the Regulation. Canada Retirement homes and long-term care facilities are subject to regulation, and long-term care facilities receive funding, under provincial law. There is nofederal regulation in this area. Set out below are summaries of the principal regulatory requirements in the provinces where we have a material number offacilities. Licensing and Regulation Alberta In Alberta, there are three relevant designations for seniors’ living arrangements, ordered below from the most independent to the highest level of care. Retirement Homes (also referred to as independent living) are designed for older adults who are able to live on their own. These communities may offeramenities such as fitness centers, gardens, paths, libraries, and beauty salons. Residents may access publicly-funded external care services at the home fromfunded external suppliers. Alberta retirement residences may be rented, privately owned, or life-leased. They may be operated for profit or non-profit. Retirement residences typicallydo not offer support services but residents may arrange support services separate from their accommodations. Retirement homes do not generally receive government funding; residents pay for tenancy and services received at retirement homes. Rental subsidiesmay be available to qualified seniors. Alberta Independent Living residences are legislated under the Residential Tenancies Act, SA 2004, c R-17.1 and the Alberta Housing Act, RSA 2000, cA-25. Supportive Living (also referred to as assisted living) provides accommodation in a home-like setting, where residents can remain as independent aspossible while still having access to necessary care, assistance, and services. A provider of designated Supportive Living services provides at least one meal aday or housekeeping services. Supportive living includes many different types of facilities, including seniors lodges, group homes, and mental health anddesignated supportive living accommodations. These facilities can be operated by private for-profit, private not-for-profit, or public operators. Supportive Living services are licensed under the Supportive Living Accommodation Licensing Act, SA 2009, c S-23.5, and the Supportive LivingAccommodation Licensing Regulation, Alta Reg 40/2010. They are governed by the Ministry of Health. Operators that receive public funds, either directly or indirectly, for health and personal care services must also comply with the Ministry of HealthContinuing Care Health Service Standards (March 2007, and revised). They are also subject to the Protection for Persons in Care Act, SA 2009, c P-29.1,under which the province investigates suspected abuse of adults receiving government-funded care services. Licenses may be granted for periods of six months to three years, depending on how long the facility has been licensed, and depending on past reports.The Ministry, through a designated director, may conduct inspections of facilities and review records. The 16 Director may order a delinquent facility to take specific steps or to stop certain practices or may temporarily stop operations; alternatively, the facility’slicense may be suspended. There are four levels of supportive living, ordered from basic to more advance care: (1) Residential Living (residents can manage most daily tasks anddirect own care and assistance can be scheduled); (2) Lodge Living (residents can manage some daily tasks and direct own care and assistance can bescheduled, although some non-scheduled assistance may be required); (3) Assisted Living (residents require assistance with many daily tasks, with increasedscheduled and some non-scheduled assistance required); (4) Enhanced Level (residents require assistance with most or all daily tasks and frequentunscheduled assistance). In addition, there are two specialized designations of Supportive Care: (1) Alberta Enhanced Assisted Living (also referred to asEnhanced Lodges or Alberta Designated Supportive Living Level 4 (SL4) (provides 24-hour scheduled and unscheduled professional, personal care andsupport services provided by Licensed Practical Nurses and Health Care Aides); and (2) Enhanced Assisted Living Dementia Care Sites (also referred to asDesignated Supportive Living Level 4 Dementia (SL4-D)) (provides assisted living for seniors living with cognitive impairments (such as Alzheimer’sdisease or other types of dementia) who require safe and secure living accommodation in a therapeutic environment). Residents pay a fee to cover the costs of providing accommodations and services like meals, housekeeping and building maintenance. Theaccommodation fee varies by accommodation type and the services or amenities that are available to the resident. Alberta Health regulates the maximumaccommodation fee in publicly-funded designated supportive living. In other types of supportive living settings, the operator sets the cost ofaccommodation. Health services are publicly-funded and provided through Alberta Health Services. Private sector operators of Supportive Living facilitiesare eligible to apply for funding under the Affordable Supportive Living Initiative (“ASLI”), an Alberta government capital grant program that providesfunding to develop long-term care and affordable supportive living spaces in the province. Nursing Homes (also referred to as long-term care) are for residents who have complex, unpredictable medical needs and who require 24-hour on-siteregistered nurse assessment or treatment. Nursing homes are subject to the Nursing Homes Act, RSA 2000, c N-7, and the Nursing Home General Regulation, Alta Reg 232/1985, and Long-termCare Accommodation Standards. They are governed by the Ministry of Health. Nursing home operators are not licensed, but enter into agreements with the Ministry for the operation of nursing homes. These facilities can be operatedby private for-profit, private not-for-profit, or public operators. All operators must comply with the Ministry of Health Long-term Care Accommodation Standards (March 2007, and revised). Operators that receivepublic funds, either directly or indirectly, for health and personal care services must also comply with the Continuing Care Health Service Standards and aresubject to the Protection for Persons in Care Act. The Ministry may conduct inspections of facilities and review records. Deficient facilities may be ordered to submit a correction plan. Residents pay an accommodation fee to cover the costs of providing accommodations and services like meals, housekeeping and building maintenance.Alberta Health regulates the maximum accommodation fee in publicly-funded long-term care facilities. In other types of supportive living settings, theaccommodation fee is set by the operator. Health services in long-term care are publicly-funded and provided through Alberta Health Services. Private sectoroperators of nursing homes are eligible to apply for funding under the ASLI. The Minister may make grants to an operator in respect of its operating or capitalcosts as prescribed by the regulations. Ontario Long-term care facilities, or nursing homes, receive government funding, are licensed under the Long-Term Care Homes Act, 2007 and are governed by theMinistry of Health and Long-Term Care. The LTC Homes Act places a strong emphasis on the protection of residents. Retirement homes in Ontario are regulated under the Retirement Homes Act, 2010 (the “Act”). Retirement homes do not receive any government funding;residents pay for tenancy and services received at retirement homes. Residents may access publicly-funded external care services at the home from fundedexternal suppliers. A license is required to operate a retirement home. Licenses must be applied for and are non-transferable. Applications for licenses are directed to theRegistrar of the Retirement Homes Regulatory Authority (“RHRA”). All of the homes in which we have an interest in Ontario are licensed as retirementhomes. One of the homes also has some licensed long-term care beds. 17 Licenses can have conditions imposed upon them or can be suspended in circumstances where the operator is found to be in contravention of the Act. There is no set renewal period for licenses, and they terminate according to the terms set out in the license itself, or if one of the enumerated triggeringmechanisms occurs (for example, if the operator ceases to have controlling interest in the license). The licensee of a retirement home must ensure that the care provided by the home meets prescribed standards. The Act and its regulations include anumber of detailed provisions with respect to care standards, safety plans in the event of emergency or infectious disease, temperature control, cleanliness,pest control, maintenance, food preparations, risk of resident falls and behavioral management, among other things. A care plan must be developed for eachresident of the home (with their consent). The Act establishes a Residents’ Bill of Rights, which provides residents with a list of rights, such as the right toparticipate fully in decision-making with respect to care, the right not to be restrained and the right to know what care services are provided and their cost. The Residents’ Bill of Rights can be enforced as a contract. The Act requires a report to the RHRA when any person has reasonable grounds to suspect abuse of a resident by anyone, or neglect of a resident by staff. Following a report to the RHRA, there is a mandatory inspection carried out by the RHRA, which results in a report that is posted on the RHRA’s publicwebsite. The most recent report must also be posted in the subject home, and be readily available for review if requested thereafter. The Registrar of theRHRA can receive complaints about a retirement home contravening a provision of the Act, and if such a complaint is received, it must be reviewedpromptly. The Registrar may ask the retirement home that is the subject of the complaint to provide information relevant to the complaint, and has the powerto conduct an inspection, issue a written warning or take other action as prescribed in the regulations. The Registrar of the RHRA has the power to inspect a retirement home at any time without warning or issue a warrant to ensure compliance with the Act. Compliance inspections occur at least every three years. The Registrar has the power to make a variety of orders including, for example, the imposition of afine or an order revoking the operator’s license. There is an appeal process in place with respect to orders made by the Registrar. The Act also enumeratesoffenses, such as operating without a license, and provides for penalties for offenses. British Columbia The Community Care and Assisted Living Act, the Residential Care Regulation, and the Community Care and Assisted Living Regulation (together, the“B.C. Act”) regulate “community care facilities” (long-term care facilities) in substantially the same manner as retirement homes are regulated under theOntario Act. The B.C. Act defines such a facility as premises used for the purpose of supervising vulnerable persons who require three or more prescribedservices (from a list that includes regular assistance with activities of daily living; distribution of medication; management of cash resources; monitoring offood intake; structured behavior management and intervention; and psychosocial or physical rehabilitative therapy). The B.C. Act also creates a separate regime for regulating “assisted living residences,” which are facilities providing at least one but not more than twoprescribed care services. Assisted living residences are designed for those who can live independently, but who require assistance with certain activities.Unlike community care facilities, assisted living residences must be registered with the registrar of assisted living residences, but do not require a license.Nevertheless, assisted living residences must be operated in a manner that does not jeopardize the health or safety of its residents. If the registrar has reason tobelieve a residence is not being operated in accordance with this standard, the registrar may inspect the assisted living residence and may suspend or cancel aregistration. Most of the residences in which we have an interest in B.C. are assisted living residences, with one being an independent living residence. Independent living residences offer housing and hospitality services for retired adults who are functionally independent and able to direct their own care. Services available for residents can include, for example, meals, housekeeping, monitoring and emergency support, social and recreational opportunities, andtransportation. Québec In Québec, retirement homes are regulated by the Act respecting Health Services and Social Services (the “Act”) and the Regulation respecting theconditions for obtaining a certificate of compliance and the operating standards for a private seniors' residence (the “Regulation”), which refer to “privateseniors’ residences.” Private seniors’ residences in Québec are required to obtain a certificate of compliance. The Regulation is currently in the process ofbeing amended. A certificate of compliance is issued for a period of three years, is renewable and can only be validly transferred to another person with the writtenpermission of the regional licensing agency. An agency may revoke a temporary certificate, or revoke or refuse to issue or renew a certificate of compliance if,among other things, the operator fails to comply with the Act and the Regulation, although the decision of the applicable agency can be contested before theAdministrative Tribunal of Québec. The agency may also 18 order the residence to take corrective measures, further to an inspection, complaint and/or investigation. The agency is authorized to inspect a residence, atany reasonable time of day, in order to ascertain whether it complies with the Act and the Regulation. Private seniors’ residences may belong to either or both of the following two categories: those offering services to independent elderly persons and thoseoffering services to semi-independent elderly persons. The operator of a residence must, for each category, comply with the applicable criteria and standards,with some exceptions provided for residences with fewer than six or ten rooms or apartments. The Act and the Regulation set out a number of detailedprovisions with respect to residents’ health and safety (including mandatory call-for-help systems, safety plans in the event of fire or infectious disease, healthassessments, permissible control measures, as well as administration and distribution of medication), meal services and recreation, content of residents’ files,disclosure of information to residents, and staffing requirements, among other things. Other Related Laws Privacy The services provided in our facilities are generally subject to privacy legislation in Canada, including, in certain provinces, privacy laws specificallyrelated to personal health information. Although the obligations of custodians of personal health information in the various provinces differ to some extent,they all include the obligation to protect the information. The organizations with which we have management agreements may be the custodian of personalhealth information/personal information collected in connection with the operation of our facilities. Privacy laws in Canada are consent-based and require the implementation of a privacy program involving policies, procedures and the designation of anindividual or team with primary responsibility for a custodian’s privacy law compliance. Mandatory breach notification to the affected individuals is arequirement under some laws. Mandatory breach notification to the applicable regulator is a requirement under some laws, although not yet in effect in someprovinces. Some laws require notification where personal health information/personal information is processed or stored outside of Canada. One provinciallaw (in Quebec) provides for fines where an organization fails to perform required due diligence before outsourcing activities involving personal informationto a service provider outside of the province. Some privacy regulators in Canada have order-making authority and others are ombudspersons who make recommendations that may only be enforced bya court. Under a number of privacy laws, a finding by a regulator that a custodian has breached the law creates a right to apply to a court for money damages. In some provinces there is a statutory civil cause of action for breach of privacy. In other provinces, the courts have recognized a limited common law causeof action for breach of privacy. The powers of privacy regulators and penalties for violations of privacy law vary according to the applicable law or are left to the courts. To date,penalties have generally not been monetary, although that is changing with civil actions for breach of privacy and may change further as a result of classaction activity. Regulators have the authority to make public the identity of a custodian that has been found to have committed a breach, so that there is areputational risk associated with privacy law violations even where no monetary damages are incurred. The notification of patients (mandatory under someprivacy laws) and other activities required to manage a privacy breach can give rise to significant costs. Other Legislation Retirement homes may be subject to residential tenancy laws, such that there can be restrictions on rent increases and termination of tenancies, forinstance. Other provincial legislation applicable to occupational health and safety, public health, and the provision of community health care and fundedlong-term/post-acute care may also apply to retirement homes. In addition, municipal laws with respect to matters such as fire safety, food services andzoning would also apply. In this connection in Ontario, the Building Code and Fire Code have been amended to include various safety measures such asmandatory sprinklers, self-closing doors and increased voice communication system requirements, with grace periods for compliance with some of therequirements. In Quebec, the Safety Code was amended in December 2015 to require that private seniors’ residences be equipped with a fire alarm and detection system,as well as the installation of a sprinkler system in certain private seniors’ residences. The amendments come into force March 18, 2016, except regarding theinstallation of the sprinkler system, which has a five year grace period, and comes into force December 2, 2020. Taxation Federal Income Tax Considerations 19 The following summary of the taxation of the Company and the material federal tax consequences to the holders of our debt and equity securities is forgeneral information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to certain types of holders of stockor securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares ofcommon stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market methodof accounting for their securities, investors in pass-through entities and foreign corporations and persons who are not citizens or residents of the UnitedStates). This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular investment or othercircumstances. In addition, this summary does not discuss any state or local income taxation or foreign income taxation or other tax consequences. Thissummary is based on current U.S. federal income tax law. Subsequent developments in U.S. federal income tax law, including changes in law or differinginterpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning anddisposing of our securities as set forth in this summary. Before you purchase our securities, you should consult your own tax advisor regarding the particularU.S. federal, state, local, foreign and other tax consequences of acquiring, owning and selling our securities. General We elected to be taxed as a real estate investment trust (a “REIT”) commencing with our first taxable year. We intend to continue to operate in such amanner as to qualify as a REIT, but there is no guarantee that we will qualify or remain qualified as a REIT for subsequent years. Qualification and taxation asa REIT depends upon our ability to meet a variety of qualification tests imposed under federal income tax law with respect to income, assets, distributionlevel and diversity of share ownership as discussed below under “— Qualification as a REIT.” There can be no assurance that we will be owned and organizedand will operate in a manner so as to qualify or remain qualified. In any year in which we qualify as a REIT, in general, we will not be subject to federal income tax on that portion of our REIT taxable income or capitalgain that is distributed to stockholders. We may, however, be subject to tax at normal corporate rates on any taxable income or capital gain not distributed. Ifwe elect to retain and pay income tax on our net long-term capital gains, stockholders are required to include their proportionate share of our undistributedlong-term capital gains in income, but they will receive a refundable credit for their share of any taxes paid by us on such gain. Despite the REIT election, we may be subject to federal income and excise tax as follows: • To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” asadjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates; • We may be subject to the “alternative minimum tax” (the “AMT”) on certain tax preference items to the extent that the AMT exceeds our regular tax; • If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course ofbusiness or other non-qualifying income from foreclosure property, such income will be taxed at the highest corporate rate; • Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in theordinary course of business, other than dispositions of foreclosure property and dispositions of property due to an involuntary conversion) will besubject to a 100% tax; • If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT becausecertain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% ofour gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our grossincome over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intendedto reflect our profitability; • If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain netincome for such year (other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding periods,we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed; • We will be subject to a 100% tax on the amount of any rents from real property, deductions or excess interest paid to us by any of our “taxable REITsubsidiaries” that would be reduced through reallocation under certain federal income tax principles in order to more clearly reflect income of thetaxable REIT subsidiary. See “— Qualification as a REIT — Investments in Taxable REIT Subsidiaries;” and20 • We may be subject to the corporate “alternative minimum tax” on any items of tax preference, including any deductions of net operating losses. If we acquire any assets from a corporation, which is or has been a “C” corporation, in a carryover basis transaction, we could be liable for specifiedliabilities that are inherited from the “C” corporation. A “C” corporation is generally defined as a corporation that is required to pay full corporate levelfederal income tax. If we recognize gain on the disposition of the assets during the five-year period beginning on the date on which the assets were acquiredby us, then, to the extent of the assets’ “built-in gain” (i.e., the excess of the fair market value of the asset over the adjusted tax basis in the asset, in each casedetermined as of the beginning of the five-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The resultsdescribed in this paragraph with respect to the recognition of built-in gain assume that the built-in gain assets, at the time the built-in gain assets were subjectto a conversion transaction (either where a “C” corporation elected REIT status or a REIT acquired the assets from a “C” corporation), were not treated as soldto an unrelated party and gain recognized. For those properties that are subject to the built-in-gains tax, if triggered by a sale within the five-year periodbeginning on the date on which the properties were acquired by us, then the potential amount of built-in-gains tax will be an additional factor whenconsidering a possible sale of the properties. See Note 18 to our consolidated financial statements for additional information regarding the built-in gains tax. Qualification as a REIT A REIT is defined as a corporation, trust or association: (1) which is managed by one or more trustees or directors; (2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest; (3) which would be taxable as a domestic corporation but for the federal income tax law relating to REITs; (4) which is neither a financial institution nor an insurance company; (5) the beneficial ownership of which is held by 100 or more persons in each taxable year of the REIT except for its first taxable year; (6) not more than 50% in value of the outstanding stock of which is owned during the last half of each taxable year, excluding its first taxable year,directly or indirectly, by or for five or fewer individuals (which includes certain entities) (the “Five or Fewer Requirement”); and (7) which meets certain income and asset tests described below. Conditions (1) to (4), inclusive, must be met during the entire taxable year and condition (5) must be met during at least 335 days of a taxable year of12 months or during a proportionate part of a taxable year of less than 12 months. For purposes of conditions (5) and (6), pension funds and certain other tax-exempt entities are treated as individuals, subject to a “look-through” exception in the case of condition (6). Based on publicly available information, we believe we have satisfied the share ownership requirements set forth in (5) and (6) above. In addition,Article VI of our by-laws provides for restrictions regarding ownership and transfer of shares. These restrictions are intended to assist us in continuing tosatisfy the share ownership requirements described in (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able tosatisfy the share ownership requirements described in (5) and (6) above. We have complied with, and will continue to comply with, regulatory rules to send annual letters to certain of our stockholders requesting informationregarding the actual ownership of our stock. If, despite sending the annual letters, we do not know, or after exercising reasonable diligence would not haveknown, whether we failed to meet the Five or Fewer Requirement, we will be treated as having met the Five or Fewer Requirement. If we fail to comply withthese regulatory rules, we will be subject to a monetary penalty. If our failure to comply was due to intentional disregard of the requirement, the penaltywould be increased. However, if our failure to comply were due to reasonable cause and not willful neglect, no penalty would be imposed. We may own a number of properties through wholly owned subsidiaries. A corporation will qualify as a “qualified REIT subsidiary” if 100% of its stock isowned by a REIT, and the REIT does not elect to treat the subsidiary as a taxable REIT subsidiary. A “qualified REIT subsidiary” will not be treated as aseparate corporation, and all assets, liabilities and items of income, deductions and credits of a “qualified REIT subsidiary” will be treated as assets, liabilitiesand items (as the case may be) of the REIT. A 21 “qualified REIT subsidiary” is not subject to federal income tax, and our ownership of the voting stock of a qualified REIT subsidiary will not violate therestrictions against ownership of securities of any one issuer which constitute more than 10% of the value or total voting power of such issuer or more than5% of the value of our total assets, as described below under “— Asset Tests.” If we invest in a partnership, a limited liability company or a trust taxed as a partnership or as a disregarded entity, we will be deemed to own aproportionate share of the partnership’s, limited liability company’s or trust’s assets. Likewise, we will be treated as receiving our share of the income and lossof the partnership, limited liability company or trust, and the gross income will retain the same character in our hands as it has in the hands of the partnership,limited liability company or trust. These “look-through” rules apply for purposes of the income tests and assets tests described below. Income Tests. There are two separate percentage tests relating to our sources of gross income that we must satisfy for each taxable year. • At least 75% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derivedeach taxable year from “rents from real property,” other income from investments relating to real property or mortgages on real property or certainincome from qualified temporary investments. • At least 95% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derivedeach taxable year from any of the sources qualifying for the 75% gross income test and from dividends (including dividends from taxable REITsubsidiaries) and interest. As to transactions entered into in taxable years beginning after October 22, 2004 and on or prior to July 30, 2008, any of our income from a “clearlyidentified” hedging transaction that is entered into by us in the normal course of business, directly or indirectly, to manage the risk of interest ratemovements, price changes or currency fluctuations with respect to borrowings or obligations incurred or to be incurred by us, or such other risks that areprescribed by the Internal Revenue Service, is excluded from the 95% gross income test. For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction that is entered into by us in the normalcourse of business, directly or indirectly, to manage the risk of interest rate movements, price changes or currency fluctuations with respect to borrowings orobligations incurred or to be incurred by us is excluded from the 95% and 75% gross income tests. For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction entered into by us primarily to managerisk of currency fluctuations with respect to any item of income or gain that is included in gross income in the 95% and 75% gross income tests is excludedfrom the 95% and 75% gross income tests. In general, a hedging transaction is “clearly identified” if (1) the transaction is identified as a hedging transaction before the end of the day on which it isentered into and (2) the items or risks being hedged are identified “substantially contemporaneously” with the hedging transaction. An identification is notsubstantially contemporaneous if it is made more than 35 days after entering into the hedging transaction. As to gains and items of income recognized after July 30, 2008, “passive foreign exchange gain” for any taxable year will not constitute gross income forpurposes of the 95% gross income test and “real estate foreign exchange gain” for any taxable year will not constitute gross income for purposes of the 75%gross income test. Real estate foreign exchange gain is foreign currency gain (as defined in Internal Revenue Code Section 988(b)(1)) which is attributableto: (i) any qualifying item of income or gain for purposes of the 75% gross income test; (ii) the acquisition or ownership of obligations secured by mortgageson real property or interests in real property; or (iii) becoming or being the obligor under obligations secured by mortgages on real property or on interests inreal property. Real estate foreign exchange gain also includes Internal Revenue Code Section 987 gain attributable to a qualified business unit (a “QBU”) ofa REIT if the QBU itself meets the 75% gross income test for the taxable year and the 75% asset test at the close of each quarter that the REIT has directly orindirectly held the QBU. Real estate foreign exchange gain also includes any other foreign currency gain as determined by the Secretary of the Treasury.Passive foreign exchange gain includes all real estate foreign exchange gain and foreign currency gain which is attributable to: (i) any qualifying item ofincome or gain for purposes of the 95% gross income test; (ii) the acquisition or ownership of obligations; (iii) becoming or being the obligor underobligations; and (iv) any other foreign currency gain as determined by the Secretary of the Treasury. Generally, other than income from “clearly identified” hedging transactions entered into by us in the normal course of business, any foreign currency gainderived by us from dealing, or engaging in substantial and regular trading, in securities will constitute gross income which does not qualify under the 95% or75% gross income tests. 22 Rents received by us will qualify as “rents from real property” for purposes of satisfying the gross income tests for a REIT only if several conditions aremet: • The amount of rent must not be based in whole or in part on the income or profits of any person, although rents generally will not be excluded merelybecause they are based on a fixed percentage or percentages of receipts or sales. • Rents received from a tenant will not qualify as rents from real property if the REIT, or an owner of 10% or more of the REIT, also directly orconstructively owns 10% or more of the tenant, unless the tenant is our taxable REIT subsidiary and certain other requirements are met with respect tothe real property being rented. • If rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease,then the portion of rent attributable to such personal property will not qualify as “rents from real property.” • For rents to qualify as rents from real property, we generally must not furnish or render services to tenants, other than through a taxable REITsubsidiary or an “independent contractor” from whom we derive no income, except that we may directly provide services that are “usually orcustomarily rendered” in the geographic area in which the property is located in connection with the rental of real property for occupancy only, or arenot otherwise considered “rendered to the occupant for his convenience.” • For taxable years beginning after July 30, 2008, the REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REITsubsidiary if the property is operated on behalf of such subsidiary by a person who qualifies as an “independent contractor” and who is, or is related toa person who is, actively engaged in the trade or business of operating health care facilities for any person unrelated to us or our taxable REITsubsidiary, an “eligible independent contractor.” Generally, the rent that the REIT receives from the taxable REIT subsidiary will be treated as “rentsfrom real property.” A “qualified health care property” includes any real property and any personal property that is, or is necessary or incidental to theuse of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility thatextends medical or nursing or ancillary services to patients and is operated by a provider of such services that is eligible for participation in theMedicare program with respect to such facility. A REIT is permitted to render a de minimis amount of impermissible services to tenants and still treat amounts received with respect to that property as rentfrom real property. The amount received or accrued by the REIT during the taxable year for the impermissible services with respect to a property may notexceed 1% of all amounts received or accrued by the REIT directly or indirectly from the property. The amount received for any service or managementoperation for this purpose shall be deemed to be not less than 150% of the direct cost of the REIT in furnishing or rendering the service or providing themanagement or operation. Furthermore, impermissible services may be furnished to tenants by a taxable REIT subsidiary subject to certain conditions, andwe may still treat rents received with respect to the property as rent from real property. The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of anyperson, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales. If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we areeligible for relief. These relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable yeardescribing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. If these relief provisionsapply, a 100% tax is imposed on an amount equal to (a) the gross income attributable to (1) 75% of our gross income over the amount of qualifying grossincome for purposes of the 75% income test and (2) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% incometest, multiplied by (b) a fraction intended to reflect our profitability. The Secretary of the Treasury is given broad authority to determine whether particular items of income or gain qualify or not under the 75% and 95% grossincome tests, or are to be excluded from the measure of gross income for such purposes. Asset Tests. Within 30 days after the close of each quarter of our taxable year, we must also satisfy several tests relating to the nature and diversification ofour assets determined in accordance with generally accepted accounting principles. At least 75% of the value of our total assets must be represented by realestate assets, cash, cash items (including receivables arising in the ordinary course of our operation), government securities and qualified temporaryinvestments. Although the remaining 25% of our assets generally may be invested without restriction, we are prohibited from owning securities representingmore than 10% of either the vote (the “10% vote test”) or value (the “10% value test”) of the outstanding securities of any issuer other than a qualified REITsubsidiary, 23 another REIT or a taxable REIT subsidiary. Further, no more than 25% (20% for tax years beginning after 2017) of the total assets may be represented bysecurities of one or more taxable REIT subsidiaries (the “25% asset test”) and no more than 5% of the value of our total assets may be represented bysecurities of any non-governmental issuer other than a qualified REIT subsidiary (the “5% asset test”), another REIT or a taxable REIT subsidiary. Each of the10% vote test, the 10% value test and the 25% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief ifthe value related tests are not satisfied due to changes in the value of the assets of a REIT. Certain items are excluded from the 10% value test, including: (1) straight debt securities (as defined in Internal Revenue Code Section 1361(c)(5)) of anissuer (including straight debt that provides certain contingent payments); (2) any loan to an individual or an estate; (3) any rental agreement described inSection 467 of the Internal Revenue Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issuedby a state or any subdivision thereof, the District of Columbia, a foreign government, or any political subdivision thereof, or the Commonwealth of PuertoRico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition ofsecurity (“excluded securities”). Special rules apply to straight debt securities issued by corporations and entities taxable as partnerships for federal incometax purposes. If a REIT, or its taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuerthat are not excluded securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will beincluded in the 10% value test. A REIT’s interest as a partner in a partnership is not treated as a security for purposes of applying the 10% value test to securities issued by the partnership.Further, any debt instrument issued by a partnership will not be a security for purposes of applying the 10% value test (1) to the extent of the REIT’s interestas a partner in the partnership and (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualifyfor the 75% gross income test. For purposes of the 10% value test, a REIT’s interest in a partnership’s assets is determined by the REIT’s proportionateinterest in any securities issued by the partnership (other than the excluded securities described in the preceding paragraph). For taxable years beginning after July 30, 2008, if the REIT or its QBU uses a foreign currency as its functional currency, the term “cash” includes suchforeign currency, but only to the extent such foreign currency is (i) held for use in the normal course of the activities of the REIT or QBU which give rise toitems of income or gain that are included in the 95% and 75% gross income tests or are directly related to acquiring or holding assets qualifying under the75% asset test, and (ii) not held in connection with dealing or engaging in substantial and regular trading in securities. With respect to corrections of failures as to violations of the 10% vote test, the 10% value test or the 5% asset test, a REIT may avoid disqualification as aREIT by disposing of sufficient assets to cure a violation that does not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or$10,000,000, provided that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the assets. Forviolations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, aREIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including disposition of sufficient assets within the sixmonth period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied bythe net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule withthe Internal Revenue Service that describes the non-qualifying assets. Investments in Taxable REIT Subsidiaries. REITs may own more than 10% of the voting power and value of securities in taxable REIT subsidiaries.Unlike a qualified REIT subsidiary, other disregarded entity or partnership, the income and assets of a taxable REIT subsidiary are not attributable to theREIT for purposes of satisfying the income and asset ownership requirements applicable to REIT qualification. We and any taxable corporate entity in whichwe own an interest are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.” Certain of our subsidiaries have elected to be treated as a taxable REIT subsidiary. Taxable REIT subsidiaries are subject to full corporate level federaltaxation on their earnings but are permitted to engage in certain types of activities that cannot be performed directly by REITs without jeopardizing theirREIT status. Our taxable REIT subsidiaries will attempt to minimize the amount of these taxes, but there can be no assurance whether or the extent to whichmeasures taken to minimize taxes will be successful. To the extent our taxable REIT subsidiaries are required to pay federal, state or local taxes, the cashavailable for distribution as dividends to us from our taxable REIT subsidiaries will be reduced. The amount of interest on related-party debt that a taxable REIT subsidiary may deduct is limited. Further, a 100% tax applies to any interest payments bya taxable REIT subsidiary to its affiliated REIT to the extent the interest rate is not commercially reasonable. A taxable REIT subsidiary is permitted todeduct interest payments to unrelated parties without any of these restrictions. The Internal Revenue Service may reallocate costs between a REIT and its taxable REIT subsidiary where there is a lack of arm’s-length dealing betweenthe parties. Any deductible expenses allocated away from a taxable REIT subsidiary would increase its tax liability. Further, any amount by which a REITunderstates its deductions and overstates those of its taxable REIT subsidiary may, subject to certain exceptions, be subject to a 100% tax. Additional taxableREIT subsidiary elections may be made in the future for additional entities in which we obtain an interest.24 Annual Distribution Requirements. In order to avoid being taxed as a regular corporation, we are required to make distributions (other than capital gaindistributions) to our stockholders which qualify for the dividends paid deduction in an amount at least equal to (1) the sum of (i) 90% of our “REIT taxableincome” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the after-tax net income, if any, from foreclosureproperty, minus (2) a portion of certain items of non-cash income. These distributions must be paid in the taxable year to which they relate, or in thefollowing taxable year if declared before we timely file our tax return for that year and if paid on or before the first regular distribution payment after suchdeclaration. Prior to recently enacted legislation, with respect to all REITs the amount distributed could not be preferential. This means that everystockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and no class of stock may betreated otherwise than in accordance with its dividend rights as a class (the “preferential dividend rule”). Beginning in tax years after 2014, the preferentialdividend rule no longer applies to publicly offered REITs, however, the rule is still applicable to other entities taxed as REITs, which would include severalof our subsidiaries. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxableincome,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates. As discussed above, we may be subject to an excisetax if we fail to meet certain other distribution requirements. We believe we have satisfied the annual distribution requirements for the year of our initial REITelection and each year thereafter through the year ended December 31, 2015. Although we intend to make timely distributions sufficient to satisfy theseannual distribution requirements for subsequent years, economic, market, legal, tax or other factors could limit our ability to meet those requirements. See“Item 1A — Risk Factors.” It is also possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or to distributesuch greater amount as may be necessary to avoid income and excise taxation, due to, among other things, (1) timing differences between (i) the actualreceipt of income and actual payment of deductible expenses and (ii) the inclusion of income and deduction of expenses in arriving at our taxable income, or(2) the payment of severance benefits that may not be deductible to us. In the event that timing differences occur, we may find it necessary to arrange forborrowings or, if possible, pay dividends in the form of taxable stock dividends in order to meet the distribution requirement. Under certain circumstances, in the event of a deficiency determined by the Internal Revenue Service, we may be able to rectify a resulting failure to meetthe distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction fordistributions paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends; however, we will berequired to pay applicable penalties and interest based upon the amount of any deduction taken for deficiency dividend distributions. Failure to Qualify as a REIT If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to federal income tax, including any applicable alternative minimum tax,on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible nor willany particular amount of distributions be required to be made in any year. All distributions to stockholders will be taxable as ordinary income to the extent ofcurrent and accumulated earnings and profits allocable to these distributions and, subject to certain limitations, will be eligible for the dividends receiveddeduction for corporate stockholders. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for thefour taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we would be entitled tostatutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments in order to pay potentiallysignificant resulting tax liabilities. In addition to the relief described above under “— Income Tests” and “— Asset Tests,” relief is available in the event that we violate a provision of theInternal Revenue Code that would result in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect;(2) we pay a penalty of $50,000 for each failure to satisfy the provision; and (3) the violation does not include a violation described under “— Income Tests”or “— Asset Tests” above. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. Federal Income Taxation of Holders of Our Stock Treatment of Taxable U.S. Stockholders. The following summary applies to you only if you are a “U.S. stockholder.” A “U.S. stockholder” is a holder ofshares of stock who, for United States federal income tax purposes, is: • a citizen or resident of the United States; • a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of theUnited States or of any political subdivision of the United States, including any state; • an estate, the income of which is subject to United States federal income taxation regardless of its source; or 25 • a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within themeaning of the Internal Revenue Code, has the authority to control all of the trust’s substantial decisions. So long as we qualify for taxation as a REIT, distributions on shares of our stock made out of the current or accumulated earnings and profits allocable tothese distributions (and not designated as capital gain dividends) will be includable as ordinary income for federal income tax purposes. None of thesedistributions will be eligible for the dividends received deduction for U.S. corporate stockholders. Generally, the current maximum marginal rate of tax payable by individuals on dividends received from corporations that are subject to a corporate levelof tax is 20%. Except in limited circumstances, this tax rate will not apply to dividends paid to you by us on our shares, because generally we are not subjectto federal income tax on the portion of our REIT taxable income or capital gains distributed to our stockholders. The reduced maximum federal income taxrate will apply to that portion, if any, of dividends received by you with respect to our shares that are attributable to: (1) dividends received by us from non-REIT corporations or other taxable REIT subsidiaries; (2) income from the prior year with respect to which we were required to pay federal corporate incometax during the prior year (if, for example, we did not distribute 100% of our REIT taxable income for the prior year); or (3) the amount of any earnings andprofits that were distributed by us and accumulated in a non-REIT year. Distributions that are designated as capital gain dividends will be taxed as long-term capital gains (to the extent they do not exceed our actual net capitalgain for the taxable year), without regard to the period for which you held our stock. However, if you are a corporation, you may be required to treat a portionof some capital gain dividends as ordinary income. If we elect to retain and pay income tax on any net long-term capital gain, you would include in income, as long-term capital gain, your proportionateshare of this net long-term capital gain. You would also receive a refundable tax credit for your proportionate share of the tax paid by us on such retainedcapital gains, and you would have an increase in the basis of your shares of our stock in an amount equal to your includable capital gains less your share ofthe tax deemed paid. You may not include in your federal income tax return any of our net operating losses or capital losses. Federal income tax rules may also require thatcertain minimum tax adjustments and preferences be apportioned to you. In addition, any distribution declared by us in October, November or December ofany year on a specified date in any such month shall be treated as both paid by us and received by you on December 31 of that year, provided that thedistribution is actually paid by us no later than January 31 of the following year. We will be treated as having sufficient earnings and profits to treat as a dividend any distribution up to the amount required to be distributed in order toavoid imposition of the 4% excise tax discussed under “— General” and “— Qualification as a REIT — Annual Distribution Requirements” above. As aresult, you may be required to treat as taxable dividends certain distributions that would otherwise result in a tax-free return of capital. Moreover, any“deficiency dividend” will be treated as a dividend (an ordinary dividend or a capital gain dividend, as the case may be), regardless of our earnings andprofits. Any other distributions in excess of current or accumulated earnings and profits will not be taxable to you to the extent these distributions do notexceed the adjusted tax basis of your shares of our stock. You will be required to reduce the tax basis of your shares of our stock by the amount of thesedistributions until the basis has been reduced to zero, after which these distributions will be taxable as capital gain, if the shares of our stock are held ascapital assets. The tax basis as so reduced will be used in computing the capital gain or loss, if any, realized upon sale of the shares of our stock. Any lossupon a sale or exchange of shares of our stock which were held for six months or less (after application of certain holding period rules) will generally betreated as a long-term capital loss to the extent you previously received capital gain distributions with respect to these shares of our stock. Upon the sale or exchange of any shares of our stock to or with a person other than us or a sale or exchange of all shares of our stock (whether actually orconstructively owned) with us, you will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or exchangeand your adjusted tax basis in these shares of our stock. This gain will be capital gain if you held these shares of our stock as a capital asset. If we redeem any of your shares in us, the treatment can only be determined on the basis of particular facts at the time of redemption. In general, you willrecognize gain or loss (as opposed to dividend income) equal to the difference between the amount received by you in the redemption and your adjusted taxbasis in your shares redeemed if such redemption: (1) results in a “complete termination” of your interest in all classes of our equity securities; (2) is a“substantially disproportionate redemption”; or (3) is “not essentially equivalent to a dividend” with respect to you. In applying these tests, you must takeinto account your ownership of all classes of our equity securities (e.g., common stock, preferred stock, depositary shares and warrants). You also must takeinto account any equity securities that are considered to be constructively owned by you. 26 If, as a result of a redemption by us of your shares, you no longer own (either actually or constructively) any of our equity securities or only own (actuallyand constructively) an insubstantial percentage of our equity securities, then it is probable that the redemption of your shares would be considered “notessentially equivalent to a dividend” and, thus, would result in gain or loss to you. However, whether a distribution is “not essentially equivalent to adividend” depends on all of the facts and circumstances, and if you rely on any of these tests at the time of redemption, you should consult your tax advisorto determine their application to the particular situation. Generally, if the redemption does not meet the tests described above, then the proceeds received by you from the redemption of your shares will be treatedas a distribution taxable as a dividend to the extent of the allocable portion of current or accumulated earnings and profits. If the redemption is taxed as adividend, your adjusted tax basis in the redeemed shares will be transferred to any other shareholdings in us that you own. If you own no other shareholdingsin us, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely. Gain from the sale or exchange of our shares held for more than one year is generally taxed at a maximum long-term capital gain rate of 20% in the case ofstockholders who are individuals and 35% in the case of stockholders that are corporations. Pursuant to Internal Revenue Service guidance, we may classifyportions of our capital gain dividends as gains eligible for the long-term capital gains rate or as gain taxable to individual stockholders at a maximum rate of25%. Capital losses recognized by a stockholder upon the disposition of our shares held for more than one year at the time of disposition will be consideredlong-term capital losses, and are generally available only to offset capital gain income of the stockholder but not ordinary income (except in the case ofindividuals, who may offset up to $3,000 of ordinary income each year). An additional tax of 3.8% generally will be imposed on the “net investment income” of U.S. stockholders who meet certain requirements and areindividuals, estates or certain trusts. Among other items, “net investment income” generally includes gross income from dividends and net gain attributableto the disposition of certain property, such as shares of our common stock or warrants. In the case of individuals, this tax will only apply to the extent suchindividual’s modified adjusted gross income exceeds $200,000 ($250,000 for married couples filing a joint return and surviving spouses, and $125,000 formarried individuals filing a separate return). U.S. stockholders should consult their tax advisors regarding the possible applicability of this additional tax intheir particular circumstances. Treatment of Tax-Exempt U.S. Stockholders. Tax-exempt entities, including qualified employee pension and profit sharing trusts and individualretirement accounts (“Exempt Organizations”), generally are exempt from federal income taxation. However, they are subject to taxation on their unrelatedbusiness taxable income (“UBTI”). The Internal Revenue Service has issued a published revenue ruling that dividend distributions from a REIT to an exemptemployee pension trust do not constitute UBTI, provided that the shares of the REIT are not otherwise used in an unrelated trade or business of the exemptemployee pension trust. Based on this ruling, amounts distributed by us to Exempt Organizations generally should not constitute UBTI. However, if anExempt Organization finances its acquisition of the shares of our stock with debt, a portion of its income from us will constitute UBTI pursuant to the “debtfinanced property” rules. Likewise, a portion of the Exempt Organization’s income from us would constitute UBTI if we held a residual interest in a real estatemortgage investment conduit. In addition, in certain circumstances, a pension trust that owns more than 10% of our stock is required to treat a percentage of our dividends as UBTI. Thisrule applies to a pension trust holding more than 10% of our stock only if: (1) the percentage of our income that is UBTI (determined as if we were a pensiontrust) is at least 5%; (2) we qualify as a REIT by reason of the modification of the Five or Fewer Requirement that allows beneficiaries of the pension trust tobe treated as holding shares in proportion to their actuarial interests in the pension trust; and (3) either (i) one pension trust owns more than 25% of the valueof our stock, or (ii) a group of pension trusts individually holding more than 10% of the value of our stock collectively own more than 50% of the value ofour stock. Backup Withholding and Information Reporting. Under certain circumstances, you may be subject to backup withholding at applicable rates on paymentsmade with respect to, or cash proceeds of a sale or exchange of, shares of our stock. Backup withholding will apply only if you: (1) fail to provide a correcttaxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayer identificationnumber; (3) are notified by the Internal Revenue Service that you have failed to properly report payments of interest or dividends; or (4) fail to certify, underpenalties of perjury, that you have furnished a correct taxpayer identification number and that the Internal Revenue Service has not notified you that you aresubject to backup withholding. Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and tax-exempt organizations. Youshould consult with a tax advisor regarding qualification for exemption from backup withholding, and the procedure for obtaining an exemption. Backupwithholding is not an additional tax. Rather, the amount of any backup withholding with respect to a payment to a stockholder will be allowed as a creditagainst such stockholder’s United States federal income tax liability and may entitle such stockholder to a refund, provided that the required information isprovided to the Internal Revenue Service. In addition, withholding a portion of capital gain distributions made to stockholders may be required forstockholders who fail to certify their non-foreign status. 27 Taxation of Foreign Stockholders. The following summary applies to you only if you are a foreign person. The federal taxation of foreign persons is ahighly complex matter that may be affected by many considerations. Except as discussed below, distributions to you of cash generated by our real estate operations in the form of ordinary dividends, but not by the sale orexchange of our capital assets, generally will be subject to U.S. withholding tax at a rate of 30%, unless an applicable tax treaty reduces that tax and you filewith us the required form evidencing the lower rate. In general, you will be subject to United States federal income tax on a graduated rate basis rather than withholding with respect to your investment in ourstock if such investment is “effectively connected” with your conduct of a trade or business in the United States. A corporate foreign stockholder thatreceives income that is, or is treated as, effectively connected with a United States trade or business may also be subject to the branch profits tax, which ispayable in addition to regular United States corporate income tax. The following discussion will apply to foreign stockholders whose investment in us is notso effectively connected. We expect to withhold United States income tax, as described below, on the gross amount of any distributions paid to you unless(1) you file an Internal Revenue Service Form W-8ECI with us claiming that the distribution is “effectively connected” or (2) certain other exceptions apply. Distributions by us that are attributable to gain from the sale or exchange of a United States real property interest will be taxed to you under the ForeignInvestment in Real Property Tax Act of 1980 (“FIRPTA”) as if these distributions were gains “effectively connected” with a United States trade or business.Accordingly, you will be taxed at the normal capital gain rates applicable to a U.S. stockholder on these amounts, subject to any applicable alternativeminimum tax and a special alternative minimum tax in the case of nonresident alien individuals. Distributions subject to FIRPTA may also be subject to abranch profits tax in the hands of a corporate foreign stockholder that is not entitled to treaty exemption. We will be required to withhold from distributions subject to FIRPTA, and remit to the Internal Revenue Service, 35% of designated capital gaindividends, or, if greater, 35% of the amount of any distributions that could be designated as capital gain dividends. In addition, if we designate priordistributions as capital gain dividends, subsequent distributions, up to the amount of the prior distributions not withheld against, will be treated as capitalgain dividends for purposes of withholding. Any capital gain dividend with respect to any class of stock that is “regularly traded” on an established securities market will be treated as an ordinarydividend if the foreign stockholder did not own more than 10% of such class of stock at any time during the taxable year. Foreign stockholders generally willnot be required to report distributions received from us on U.S. federal income tax returns and all distributions treated as dividends for U.S. federal income taxpurposes (including any such capital gain dividends) will be subject to a 30% U.S. withholding tax (unless reduced under an applicable income tax treaty) asdiscussed above. In addition, the branch profits tax will not apply to such distributions. Unless our shares constitute a “United States real property interest” within the meaning of FIRPTA or are effectively connected with a U.S. trade orbusiness, a sale of our shares by you generally will not be subject to United States taxation. Though, under the Protecting Americans from Tax Hikes Act of2015 (the “PATH Act”), enacted on December 18, 2015, even if our shares were to constitute a “United States real property interest,” non-U.S. stockholdersthat are “qualified foreign pension funds” (or are owned by a qualified foreign pension) meeting certain requirements may be exempt from FIRPTAwithholding on the sale or disposition of our shares. Our shares will not constitute a United States real property interest if we qualify as a “domesticallycontrolled REIT.” We believe that we, and expect to continue to, qualify as a domestically controlled REIT. A domestically controlled REIT is a REIT inwhich at all times during a specified testing period less than 50% in value of its shares is held directly or indirectly by foreign stockholders. Generally, underthe PATH Act, we are permitted to assume that holders of less than 5% of our shares at all times during a specified testing period are U.S. persons. However, ifyou are a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions apply,you will be subject to a 30% tax on such capital gains. In any event, a purchaser of our shares from you will not be required under FIRPTA to withhold on thepurchase price if the purchased shares are “regularly traded” on an established securities market or if we are a domestically controlled REIT. Otherwise, underFIRPTA, the purchaser may be required to withhold 10% (increased to 15% under the PATH Act for distributions occurring after February 16, 2016) of thepurchase price and remit such amount to the Internal Revenue Service. Backup withholding tax and information reporting will generally not apply to distributions paid to you outside the United States that are treated as:(1) dividends to which the 30% or lower treaty rate withholding tax discussed above applies; (2) capital gains dividends; or (3) distributions attributable togain from the sale or exchange by us of U.S. real property interests. Payment of the proceeds of a sale of stock within the United States or conducted throughcertain U.S. related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies underpenalties of perjury that he or she is not a U.S. person (and the payor does not have actual knowledge that the beneficial owner is a U.S. person) or otherwiseestablished an exemption. You may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate claim for refundwith the Internal Revenue Service. Withholding tax at a rate of 30% will be imposed on certain payments to you or certain foreign financial institutions (including investment funds) andother non-US persons receiving payments on your behalf, including distributions in respect of shares of our 28 stock and gross proceeds from the sale of shares of our stock, if you or such institutions fail to comply with certain due diligence, disclosure and reportingrules, as set forth in recently issued Treasury regulations. Accordingly, the entity through which shares of our stock are held will affect the determination ofwhether such withholding is required. Withholding currently applies to payments of dividends made after June 30, 2014, and will apply to payments of grossproceeds from a sale of shares of our stock made after December 31, 2018. Stockholders that are otherwise eligible for an exemption from, or reduction of,U.S. withholding taxes with respect to such dividends and proceeds will be required to seek a refund from the Internal Revenue Service to obtain the benefitof such exemption or reduction. Additional requirements and conditions may be imposed pursuant to an intergovernmental agreement, if and when enteredinto, between the United States and such institution’s home jurisdiction. We will not pay any additional amounts to any stockholders in respect of anyamounts withheld. You are encouraged to consult with your tax advisor regarding U.S. withholding taxes and the application of the recently issued Treasuryregulations in light of your particular circumstances. U.S. Federal Income Taxation of Holders of Depositary Shares Owners of our depositary shares will be treated as if you were owners of the series of preferred stock represented by the depositary shares. Thus, you will berequired to take into account the income and deductions to which you would be entitled if you were a holder of the underlying series of preferred stock. Conversion or Exchange of Shares for Preferred Stock. No gain or loss will be recognized upon the withdrawal of preferred stock in exchange fordepositary shares and the tax basis of each share of preferred stock will, upon exchange, be the same as the aggregate tax basis of the depositary sharesexchanged. If you held your depositary shares as a capital asset at the time of the exchange for shares of preferred stock, the holding period for your shares ofpreferred stock will include the period during which you owned the depositary shares. U.S. Federal Income and Estate Taxation of Holders of Our Debt Securities The following is a general summary of the United States federal income tax consequences and, in the case that you are a holder that is a non-U.S. holder, asdefined below, the United States federal estate tax consequences, of purchasing, owning and disposing of debt securities periodically offered under one ormore indentures (the “notes”). This summary assumes that you hold the notes as capital assets. This summary applies to you only if you are the initial holderof the notes and you acquire the notes for a price equal to the issue price of the notes. The issue price of the notes is the first price at which a substantialamount of the notes is sold other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents orwholesalers. In addition, this summary does not consider any foreign, state, local or other tax laws that may be applicable to us or a purchaser of the notes. U.S. Holders The following summary applies to you only if you are a U.S. holder, as defined below. Definition of a U.S. Holder. A “U.S. holder” is a beneficial owner of a note or notes that is for United States federal income tax purposes: • a citizen or resident of the United States; • a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of theUnited States or of any political subdivision of the United States, including any state; • an estate, the income of which is subject to United States federal income taxation regardless of its source; or • a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within themeaning of the Internal Revenue Code, has the authority to control all of the trust’s substantial decisions. Payments of Interest. Stated interest on the notes generally will be taxed as ordinary interest income from domestic sources at the time it is paid or accruesin accordance with your method of accounting for tax purposes. Sale, Exchange or Other Disposition of Notes. The adjusted tax basis in your note acquired at a premium will generally be your cost. You generally willrecognize taxable gain or loss when you sell or otherwise dispose of your notes equal to the difference, if any, between: • the amount realized on the sale or other disposition, less any amount attributable to any accrued interest, which will be taxable 29 in the manner described under “— Payments of Interest” above; and • your adjusted tax basis in the notes. Your gain or loss generally will be capital gain or loss. This capital gain or loss will be long-term capital gain or loss if at the time of the sale or otherdisposition you have held the notes for more than one year. Subject to limited exceptions, your capital losses cannot be used to offset your ordinary income(except in the case of individuals, who may offset up to $3,000 of ordinary income each year). Backup Withholding and Information Reporting. In general, “backup withholding” may apply to any payments made to you of principal and interest onyour note, and to payment of the proceeds of a sale or other disposition of your note before maturity, if you are a non-corporate U.S. holder and: (1) fail toprovide a correct taxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayeridentification number; (3) are notified by the Internal Revenue Service that you have failed to properly report payments of interest or dividends; or (4) fail tocertify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the Internal Revenue Service has not notifiedyou that you are subject to backup withholding. The amount of any reportable payments, including interest, made to you (unless you are an exempt recipient) and the amount of tax withheld, if any, withrespect to such payments will be reported to you and to the Internal Revenue Service for each calendar year. You should consult your tax advisor regardingyour qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholdingtax is not an additional tax and will be credited against your U.S. federal income tax liability, provided that correct information is provided to the InternalRevenue Service. Non-U.S. Holders The following summary applies to you if you are a beneficial owner of a note and are not a U.S. holder, as defined above (a “non-U.S. holder”). Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations,” “passive foreign investment companies” and “foreignpersonal holding companies.” Such entities are encouraged to consult their tax advisors to determine the United States federal, state, local and other taxconsequences that may be relevant to them. U.S. Federal Withholding Tax. Subject to the discussion below, U.S. federal withholding tax will not apply to payments by us or our paying agent, in itscapacity as such, of principal and interest on your notes under the “portfolio interest” exception of the Internal Revenue Code, provided that: • you do not, directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our stock entitledto vote; • you are not (1) a controlled foreign corporation for U.S. federal income tax purposes that is related, directly or indirectly, to us through sufficient stockownership, as provided in the Internal Revenue Code, or (2) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; • such interest is not effectively connected with your conduct of a U.S. trade or business; and • you provide a signed written statement, under penalties of perjury, which can reliably be related to you, certifying that you are not a U.S. personwithin the meaning of the Internal Revenue Code and providing your name and address to: • us or our paying agent; or • a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its tradeor business and holds your notes on your behalf and that certifies to us or our paying agent under penalties of perjury that it, or thebank or financial institution between it and you, has received from you your signed, written statement and provides us or our payingagent with a copy of such statement. Treasury regulations provide that: • if you are a foreign partnership, the certification requirement will generally apply to your partners, and you will be required to provide certaininformation; 30 • if you are a foreign trust, the certification requirement will generally be applied to you or your beneficial owners depending on whether you are a“foreign complex trust,” “foreign simple trust,” or “foreign grantor trust” as defined in the Treasury regulations; and • look-through rules will apply for tiered partnerships, foreign simple trusts and foreign grantor trusts. If you are a foreign partnership or a foreign trust, you should consult your own tax advisor regarding your status under these Treasury regulations and thecertification requirements applicable to you. If you cannot satisfy the portfolio interest requirements described above, payments of interest will be subject to the 30% United States withholding tax,unless you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN claiming an exemption from or reduction in withholding underthe benefit of an applicable treaty or (2) Internal Revenue Service Form W-8ECI stating that interest paid on the note is not subject to withholding taxbecause it is effectively connected with your conduct of a trade or business in the United States. Alternative documentation may be applicable in certaincircumstances. If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, youwill be required to pay United States federal income tax on that interest on a net income basis (although you will be exempt from the 30% withholding taxprovided the certification requirement described above is met) in the same manner as if you were a U.S. person, except as otherwise provided by an applicabletax treaty. If you are a foreign corporation, you may be required to pay a branch profits tax on the earnings and profits that are effectively connected to theconduct of your trade or business in the United States. Withholding tax at a rate of 30% will be imposed on payments of interest (including original issue discount) and gross proceeds of sale in respect of debtinstruments to you or certain foreign financial institutions (including investment funds) and other non-US persons receiving payments on your behalf, if youor such institutions fail to comply with certain due diligence, disclosure and reporting rules, as set forth in recently issued Treasury regulations. However, theTreasury regulations generally exempt from such withholding requirement obligations, such as debt instruments, issued before July 1, 2014, provided thatany material modification of such an obligation made after such date will result in such obligation being considered newly issued as of the effective date ofsuch modification. These withholding rules are generally effective with respect to payments of interest made after June 30, 2014, and with respect to proceedsof sales received after December 31, 2018. We will not pay any additional amounts to any holders or our debt instruments in respect of any amounts withheld.You are encouraged to consult with your tax advisor regarding U.S. withholding taxes and the application of the recently issued Treasury regulations in lightof your particular circumstances. Sale, Exchange or other Disposition of Notes. You generally will not have to pay U.S. federal income tax on any gain or income realized from the sale,redemption, retirement at maturity or other disposition of your notes, unless: • in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or otherdisposition of your notes, and specific other conditions are met; • you are subject to tax provisions applicable to certain United States expatriates; or • the gain is effectively connected with your conduct of a U.S. trade or business. If you are engaged in a trade or business in the United States, and gain with respect to your notes is effectively connected with the conduct of that trade orbusiness, you generally will be subject to U.S. income tax on a net basis on the gain. In addition, if you are a foreign corporation, you may be subject to abranch profits tax on your effectively connected earnings and profits for the taxable year, as adjusted for certain items. U.S. Federal Estate Tax. If you are an individual and are not a U.S. citizen or a resident of the United States, as specially defined for U.S. federal estate taxpurposes, at the time of your death, your notes will generally not be subject to the U.S. federal estate tax, unless, at the time of your death (1) you ownedactually or constructively 10% or more of the total combined voting power of all our classes of stock entitled to vote, or (2) interest on the notes is effectivelyconnected with your conduct of a U.S. trade or business. Backup Withholding and Information Reporting. Backup withholding will not apply to payments of principal or interest made by us or our paying agent,in its capacity as such, to you if you have provided the required certification that you are a non-U.S. holder as described in “— U.S. Federal WithholdingTax” above, and provided that neither we nor our paying agent have actual knowledge that you are a U.S. holder, as described in “— U.S. Holders” above.We or our paying agent may, however, report payments of interest on the notes. 31 The gross proceeds from the disposition of your notes may be subject to information reporting and backup withholding tax. If you sell your notes outsidethe United States through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then the U.S. backupwithholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not backupwithholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell your notes through a non-U.S. office of a broker that: • is a U.S. person, as defined in the Internal Revenue Code; • derives 50% or more of its gross income in specific periods from the conduct of a trade or business in the United States; • is a “controlled foreign corporation” for U.S. federal income tax purposes; or • is a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who in the aggregate hold more than 50% of theincome or capital interests in the partnership, or the foreign partnership is engaged in a U.S. trade or business, unless the broker has documentaryevidence in its files that you are a non-U.S. person and certain other conditions are met or you otherwise establish an exemption. If you receivepayments of the proceeds of a sale of your notes to or through a U.S. office of a broker, the payment is subject to both U.S. backup withholding andinformation reporting unless you provide a Form W-8BEN certifying that you are a non-U.S. person or you otherwise establish an exemption. You should consult your own tax advisor regarding application of backup withholding in your particular circumstance and the availability of andprocedure for obtaining an exemption from backup withholding. Any amounts withheld under the backup withholding rules from a payment to you will beallowed as a refund or credit against your U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service. U.S. Federal Income and Estate Taxation of Holders of Our Warrants Exercise of Warrants. You will not generally recognize gain or loss upon the exercise of a warrant. Your basis in the debt securities, preferred stock,depositary shares or common stock, as the case may be, received upon the exercise of the warrant will be equal to the sum of your adjusted tax basis in thewarrant and the exercise price paid. Your holding period in the debt securities, preferred stock, depositary shares or common stock, as the case may be,received upon the exercise of the warrant will not include the period during which the warrant was held by you. Expiration of Warrants. Upon the expiration of a warrant, you will recognize a capital loss in an amount equal to your adjusted tax basis in the warrant. Sale or Exchange of Warrants. Upon the sale or exchange of a warrant to a person other than us, you will recognize gain or loss in an amount equal to thedifference between the amount realized on the sale or exchange and your adjusted tax basis in the warrant. Such gain or loss will be capital gain or loss andwill be long-term capital gain or loss if the warrant was held for more than one year. Upon the sale of the warrant to us, the Internal Revenue Service mayargue that you should recognize ordinary income on the sale. You are advised to consult your own tax advisors as to the consequences of a sale of a warrantto us. Potential Legislation or Other Actions Affecting Tax Consequences Current and prospective securities holders should recognize that the present federal income tax treatment of an investment in us may be modified bylegislative, judicial or administrative action at any time and that any such action may affect investments and commitments previously made. The rulesdealing with federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and theTreasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions infederal tax laws and interpretations of these laws could adversely affect the tax consequences of an investment in us. State, Local and Foreign Taxes We, and holders of our debt and equity securities, may be subject to state, local or foreign taxation in various jurisdictions, including those in which we orthey transact business, own property or reside. It should be noted that we own properties located in a number of state, local and foreign jurisdictions, and maybe required to file tax returns in some or all of those jurisdictions. The state, local or foreign tax treatment of us and holders of our debt and equity securitiesmay not conform to the U.S. federal income tax consequences discussed above. Consequently, you are urged to consult your advisor regarding theapplication and effect of state, local and foreign tax laws with respect to any investment in our securities. Changes in applicable tax regulations could negatively affect our financial results.32 The Company is subject to taxation in the U.S. and numerous foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax system, theforeign and U.S. tax systems are somewhat interdependent. Longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving, such as the Base Erosion and Profit Shifting project (“BEPS") currently being undertaken by the G8, G20, andOrganization for Economic Cooperation and Development. Tax changes pursuant to BEPS could reduce the ability of our foreign subsidiaries to deduct forforeign tax purposes the interest they pay on loans from the Company, thereby increasing the foreign tax liability of the subsidiaries; it is also possible thatforeign countries could increase their withholding taxes on dividends and interest. Given the unpredictability of these possible changes and their potentialinterdependency, it is very difficult to assess the overall effect of such potential tax changes on our earnings and cash flow, but such changes could adverselyimpact our financial results. Internet Access to Our SEC Filings Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as our proxystatements and other materials that are filed with, or furnished to, the Securities and Exchange Commission are made available, free of charge, on the Internetat www.welltower.com, as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission. We routinelypost important information on our website at www.welltower.com in the “Investors” section, including corporate and investor presentations and financialinformation. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations underRegulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of ourwebsite in addition to following our press releases, public conference calls and filings with the Securities and Exchange Commission. The information onour website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only. Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements” as thatterm is defined in the federal securities laws. 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-lookingstatements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our anticipatedacquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of ouroperators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment andfinancing opportunities and plans; our continued qualification as a real estate investment trust (“REIT”); and our ability to access capital markets or othersources of funds. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differmaterially 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 governmentinvestigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and otherinsurance;• 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 andrepay 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;33 • 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• the risks described under “Item 1A — Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. Item 1A. Risk Factors This section discusses the most significant factors that affect our business, operations and financial condition. It does not describe all risks anduncertainties applicable to us, our industry or ownership of our securities. If any of the following risks, as well as other risks and uncertainties that are not yetidentified or that we currently think are not material, actually occur, we could be materially adversely affected. In that event, the value of our securities coulddecline. We group these risk factors into three categories: • Risks arising from our business; • Risks arising from our capital structure; and • Risks arising from our status as a REIT. Risks Arising from Our Business Our investments in and acquisitions of health care and seniors housing properties may be unsuccessful or fail to meet our expectations We are exposed to the risk that some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expendituresrelating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention that wouldotherwise be devoted to our ongoing business. If we agree to provide construction funding to an operator/tenant and the project is not completed, we mayneed to take steps to ensure completion of the project. Such expenditures may negatively affect our results of operations. Furthermore, there can be noassurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions, will be consummated in accordancewith anticipated timing, on anticipated terms, or at all. We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitionsof portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition. Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure tomeet their obligations and disputes between us and our partners We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities. Joint venture investmentsinvolve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to makecapital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments;that our partner might at any time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we couldbecome engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverseimpact on the operations and profitability of the joint venture; and that our partner may be in a position to take action or withhold consent contrary to ourinstructions or requests. In addition, our ability to transfer our interest in a joint venture to a third party may be restricted. In some instances, we and/or ourpartner may have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partner’s interest, at a time when weotherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest may be limited if we do not have sufficient cash, availableborrowing capacity or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we would otherwise prefer toretain it. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the properties in the jointventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition or financing of aproperty. We are exposed to operational risks with respect to our seniors housing operating properties that could adversely affect our revenue and operations34 We are exposed to various operational risks with respect to our seniors housing operating properties that may increase our costs or adversely affect ourability to generate revenues. These risks include fluctuations in occupancy, Medicare and Medicaid reimbursement, if applicable, and private pay rates;economic conditions; competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; theavailability and increases in cost of general and professional liability insurance coverage; state regulation and rights of residents related to entrance fees; andthe availability and increases in the cost of labor (as a result of unionization or otherwise). Any one or a combination of these factors may adversely affect ourrevenue and operations. Decreases in our operators’ revenues or increases in our operators’ expenses could affect our operators’ ability to make payments to us Our operators’ revenues are primarily driven by occupancy, private pay rates, and Medicare and Medicaid reimbursement, if applicable. Expenses for thesefacilities are primarily driven by the costs of labor, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have,and may continue to, come under pressure due to reimbursement cuts and state budget shortfalls. Operating costs continue to increase for our operators. Tothe extent that any decrease in revenues and/or any increase in operating expenses result in a property not generating enough cash to make payments to us,the credit of our operator and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, we may need torecord an impairment for such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Any suchimpairment or loss on sale would negatively affect our financial results. Increased competition may affect our operators’ ability to meet their obligations to us The operators of our properties compete on a local and regional basis with operators of properties and other health care providers that provide comparableservices. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that will enable them tomeet all of their obligations to us. Our operators are expected to encounter increased competition in the future that could limit their ability to attract residentsor expand their businesses. A severe cold and flu season, epidemics or any other widespread illnesses could adversely affect the occupancy of our seniors housing operating and triple-net properties Our and our operators’ revenues are dependent on occupancy. It is impossible to predict the severity of the cold and flu season or the occurrence ofepidemics or any other widespread illnesses. The occupancy of our seniors housing operating and triple-net properties could significantly decrease in theevent of a severe cold and flu season, an epidemic or any other widespread illness. Such a decrease could affect the operating income of our seniors housingoperating properties and the ability of our triple-net operators to make payments to us. The insolvency or bankruptcy of our obligors may adversely affect our business, results of operations and financial condition We are exposed to the risk that our obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in anobligor bankruptcy or insolvency, or that an obligor might become subject to bankruptcy or insolvency proceedings for other reasons. Although ouroperating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, and our loans provideus with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exerciseother remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. An obligor in bankruptcyor subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal andinterest in the case of a loan, and to exercise other rights and remedies. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the impositionof liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet the property toanother tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transitiona leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Should such events occur, ourrevenue and operating cash flow may be adversely affected. We may not be able to timely reinvest our sale proceeds on terms acceptable to us From time to time, we will have cash available from (1) the proceeds of sales of our securities, (2) principal payments on our loans receivable and (3) thesale of properties, including non-elective dispositions, under the terms of master leases or similar financial support arrangements. In order to maintain currentrevenues and continue generating attractive returns, we expect to re-invest these 35 proceeds in a timely manner. We compete for real estate investments with a broad variety of potential investors. This competition for attractive investmentsmay negatively affect our ability to make timely investments on terms acceptable to us. Failure to properly manage our rapid growth could distract our management or increase our expenses We have experienced rapid growth and development in a relatively short period of time and expect to continue this rapid growth in the future. This growthhas resulted in increased levels of responsibility for our management. Future property acquisitions could place significant additional demands on, and requireus to expand, our management, resources and personnel. Our failure to manage any such rapid growth effectively could harm our business and, in particular,our financial condition, results of operations and cash flows, which could negatively affect our ability to make distributions to stockholders. Our growthcould also increase our capital requirements, which may require us to issue potentially dilutive equity securities and incur additional debt. We depend on Genesis Healthcare, LLC (“Genesis”) for a significant portion of our revenues and any inability or unwillingness by Genesis to satisfy itsobligations under its agreements with us could adversely affect us The properties we lease to Genesis account for a significant portion of our revenues, and because our leases with Genesis are triple-net leases, we alsodepend on Genesis to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties. We cannot assure youthat Genesis will have sufficient assets, income and access to financing to enable it to make rental payments to us or to otherwise satisfy its obligations underour leases, and any inability or unwillingness by Genesis to do so could have an adverse effect on us. Genesis has also agreed to indemnify, defend and holdus harmless from and against various claims, litigation and liabilities arising in connection with its business, and we cannot assure you that Genesis will havesufficient assets, income, access to financing and insurance coverage to enable it to satisfy its indemnification obligations. The properties managed by Sunrise Senior Living, LLC account for a significant portion of our revenues and operating income and any adversedevelopments in its business or financial condition could adversely affect us Sunrise Senior Living, LLC manages our entire Sunrise property portfolio, which as of December 31, 2015, consisted of 152 seniors housing properties. These properties account for a significant portion of our revenues, and we rely on Sunrise Senior Living, LLC to manage these properties efficiently andeffectively. Any adverse developments in Sunrise Senior Living, LLC’s business or financial condition could impair its ability to manage our propertiesefficiently and effectively, which could adversely affect us. Ownership of property outside the United States may subject us to different or greater risks than those associated with our domestic operations We have operations in Canada and the United Kingdom. International development, ownership, and operating activities involve risks that are differentfrom those we face with respect to our domestic properties and operations. These risks include, but are not limited to, any international currency gainrecognized with respect to changes in exchange rates may not qualify under the 75% gross income test or the 95% gross income test that we must satisfyannually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; changes in foreignpolitical, regulatory, and economic conditions, including regionally, nationally, and locally; challenges in managing international operations; challenges ofcomplying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employmentand legal proceedings; foreign ownership restrictions with respect to operations in countries; differences in lending practices and the willingness of domesticor foreign lenders to provide financing; regional or country-specific business cycles and economic instability; and failure to comply with applicable laws andregulations in the United States that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act. If we are unable tosuccessfully manage the risks associated with international expansion and operations, our results of operations and financial condition may be adverselyaffected. We do not know if our tenants will renew their existing leases, and if they do not, we may be unable to lease the properties on as favorable terms, or at all We cannot predict whether our tenants will renew existing leases at the end of their lease terms, which expire at various times. If these leases are notrenewed, we would be required to find other tenants to occupy those properties or sell them. There can be no assurance that we would be able to identifysuitable replacement tenants or enter into leases with new tenants on terms as favorable to us as the current leases or that we would be able to lease thoseproperties at all. Our operators’ may not have the necessary insurance coverage to insure adequately against losses In recent years, long-term/post-acute care and seniors housing operators have experienced substantial increases in both the number and size of patient careliability claims. As a result, general and professional liability costs have increased in some markets. General and professional liability insurance coveragemay be restricted or very costly, which may adversely affect the property operators’ 36 future operations, cash flows and financial condition, and may have a material adverse effect on the property operators’ ability to meet their obligations tous. Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and we mayacquire additional properties in the future through the purchase of interests in ground leases. As the lessee under a ground lease, we are exposed to thepossibility of losing the property upon termination of the ground lease or an earlier breach of the ground lease by us. The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on ourobligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator/tenant receives a significant portion of itsrevenues from government payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rateadjustments, recovery of program overpayments or set-offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscalintermediaries or carriers, government funding restrictions (at a program level or with respect to specific facilities) and interruption or delays in payments dueto any ongoing government investigations and audits at such property. In recent years, government payors have frozen or reduced payments to health careproviders due to budgetary pressures. Health care reimbursement will likely continue to be of paramount importance to federal and state authorities. Wecannot make any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors andproperties. There can be no assurance that adequate reimbursement levels will be available for services provided by any property operator, whether theproperty receives reimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursementrates and fees could have a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect theability of an obligor to meet its obligations to us. See “Item 1 — Business — Certain Government Regulations — United States — Reimbursement” above. The Patient Protection and Affordable Care Act of 2010, as modified by the Health Care and Education Reconciliation Act of 2010 (collectively, the“Health Reform Laws”), provides those states that expand their Medicaid coverage to otherwise eligible state residents with incomes at or below 138% of thefederal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met. On June 28, 2012,the United States Supreme Court upheld the individual mandate of the Health Reform Laws but partially invalidated the expansion of Medicaid. The rulingon Medicaid expansion allows states to elect not to participate in the expansion—and to forego funding for the Medicaid expansion—without losing theirexisting Medicaid funding. Given that the federal government substantially funds the Medicaid expansion, it is unclear how many states will ultimatelypursue this option, although, as of early February 2016, roughly half of the states have expanded Medicaid coverage. The participation by states in theMedicaid expansion could have the dual effect of increasing our tenants’ revenues, through new patients, but further straining state budgets and their abilityto pay our tenants. While the federal government will pay for approximately 100% of those additional costs from 2014 through 2016, states will be expectedto pay for part of those additional costs beginning in 2017. In light of this, at least one state that has passed legislation to allow the state to expand itsMedicaid coverage has included sunset provisions in the legislation that require that the expanded benefits be reduced or eliminated if the federalgovernment’s funding for the program is decreased or eliminated, permitting the state to re-visit the issue once it begins to share financial responsibility forthe expansion. With increasingly strained budgets, it is unclear how states that do not include such sunset provisions will pay their share of these additionalMedicaid costs and what other health care expenditures could be reduced as a result. A significant reduction in other health care related spending by states topay for increased Medicaid costs could affect our tenants’ revenue streams. See “Item 1 — Business — Certain Government Regulations — United States —Reimbursement” above. More generally, and because of the dynamic nature of the legislative and regulatory environment for health care products and services, and in light ofexisting federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have onthe U.S. economy, our business or that of our operators and tenants. Our operators’ or tenants’ failure to comply with federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, andstandards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet theirobligations to us Our operators and tenants generally are subject to varying levels of federal, state, local, and industry-regulated licensure, certification and inspection laws,regulations, and standards. Our operators’ or tenants’ failure to comply with any of these laws, regulations, or standards could result in loss of accreditation,denial of reimbursement, imposition of fines, suspension, decertification or exclusion from federal and state health care programs, loss of license or closure ofthe facility. Such actions may have an effect on 37 our operators’ or tenants’ ability to make lease payments to us and, therefore, adversely impact us. See “Item 1 — Business — Certain GovernmentRegulations — United States — Other Related Laws, Initiatives, and Considerations” above. Many of our properties may require a license, registration, and/or certificate of need (“CON”) to operate. Failure to obtain a license, registration, or CON, orloss of a required license, registration, or CON would prevent a facility from operating in the manner intended by the operators or tenants. These events couldmaterially adversely affect our operators’ or tenants’ ability to make rent payments to us. State and local laws also may regulate the expansion, including theaddition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or othersimilar approval from a state agency. See “Item 1 — Business — Certain Government Regulations — United States — Licensing and Certification” above. Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties Real estate investments are relatively illiquid. Our ability to quickly sell or exchange any of our properties in response to changes in economic and otherconditions will be limited. No assurances can be given that we will recognize full value for any property that we are required to sell for liquidity reasons. Ourinability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. Inaddition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. Adownturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition From time to time, we may be directly involved in a number of legal proceedings, lawsuits and other claims. We may also be named as defendants inlawsuits allegedly arising out of our actions or the actions of our operators/tenants or managers in which such operators/tenants or managers have agreed toindemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. Anunfavorable resolution of pending or future litigation may have a material adverse effect on our business, results of operations and financial condition.Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management. There can be noassurance that we will be able to prevail in, or achieve a favorable settlement of, pending or future litigation. In addition, pending litigation or futurelitigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations. Development, redevelopment and construction risks could affect our profitability At any given time, we may be in the process of constructing one or more new facilities that ultimately will require a CON and license before they can beutilized by the operator for their intended use. The operator also may need to obtain Medicare and Medicaid certification and enter into Medicare andMedicaid provider agreements and/or third party payor contracts. In the event that the operator is unable to obtain the necessary CON, licensure, certification,provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any revenues on the facility until eitherthe initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and contractwith a new operator that is able to obtain a license to operate the facility for its intended use and the necessary provider agreements or contracts. In connection with our renovation, redevelopment, development and related construction activities, we may be unable to obtain, or suffer delays inobtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. These factors could result inincreased costs or our abandonment of these projects. In addition, we may not be able to obtain financing on favorable terms, which may render us unable toproceed with our development activities, and we may not be able to complete construction and lease-up of a property on schedule, which could result inincreased debt service expense or construction costs. Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years for significantcash returns. Because we are required to make cash distributions to our stockholders, if the cash flow from operations or refinancing is not sufficient, we maybe forced to borrow additional money to fund such distributions. Newly developed and acquired properties may not produce the cash flow that we expect,which could adversely affect our overall financial performance. In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future performance of that property. Inparticular, we estimate the return on our investment based on expected occupancy, rental rates and capital costs. If our financial projections with respect to anew property are inaccurate as a result of increases in capital costs or other factors, the property may fail to perform as we expected in analyzing ourinvestment. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure tomeet our profitability goals. Additionally, we may 38 acquire new properties that are not fully leased, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt serviceassociated with that property. We may experience losses caused by severe weather conditions or natural disasters, which could result in an increase of our or our tenants’ cost ofinsurance, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property We maintain or require our tenants to maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that webelieve are appropriate given the relative risk and costs of such coverage, and we continually review our insurance programs and requirements. However, alarge number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weather conditions ornatural disasters such as hurricanes, earthquakes, tornadoes and floods. We believe, given current industry practice and analysis prepared by outsideconsultants, that our and our tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes,tornadoes, floods and other severe weather conditions and natural disasters. Nevertheless, we are always subject to the risk that such insurance will not fullycover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses.These losses may lead to an increase of our and our tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss ofall or a portion of the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certain circumstancesif the cost of insurance exceeds, in our or our tenants’ judgment, the value of the coverage relative to the risk of loss. We may incur costs to remediate environmental contamination at our properties, which could have an adverse effect on our or our obligors’ business orfinancial condition Under various federal and state laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substances on theproperty and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardoussubstances. We may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, suchliability attaches to a person based on the person’s relationship to the property. Our tenants or borrowers are primarily responsible for the condition of theproperty. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an interest in them. Thoseassessments are designed to meet the “all appropriate inquiry” standard, which we believe qualifies us for the innocent purchaser defense if environmentalliabilities arise. Based upon such assessments, we do not believe that any of our properties are subject to material environmental contamination. However,environmental liabilities may be present in our properties and we may incur costs to remediate contamination, which could have a material adverse effect onour business or financial condition or the business or financial condition of our obligors. Cybersecurity incidents could disrupt our business and result in the loss of confidential information Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data, andother electronic security breaches. Such cyber attacks can range from individual attempts to gain unauthorized access to our information technology systemsto more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such effortswill be successful in preventing a cyber attack. Cybersecurity incidents could disrupt our business and compromise the confidential information of ouremployees, operators and tenants. Our certificate of incorporation and by-laws contain anti-takeover provisions Our certificate of incorporation and by-laws contain anti-takeover provisions (restrictions on share ownership and transfer and super majority stockholderapproval requirements for business combinations) that could make it more difficult for or even prevent a third party from acquiring us without the approval ofour incumbent Board of Directors. Provisions and agreements that inhibit or discourage takeover attempts could reduce the market value of our commonstock. Our success depends on key personnel whose continued service is not guaranteed We are dependent on key personnel. Although we have entered into employment agreements with our executive officers, losing any one of them could, atleast temporarily, have an adverse impact on our operations. We believe that losing more than one could have a material adverse impact on our business. Risks Arising from Our Capital Structure We may become more leveraged 39 Permanent financing for our investments is typically provided through a combination of public offerings of debt and equity securities and the incurrenceor assumption of secured debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicatea greater portion of our cash flow to the payment of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability to obtainadditional financing, or (4) negatively affect our credit ratings or outlook by one or more of the rating agencies. We are subject to covenants in our debt agreements that may restrict or limit our operations and acquisitions and our failure to comply with the covenantsin our debt agreements could have a material adverse impact on our business, results of operations and financial condition Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions require us to maintain certainfinancial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions.Breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, in addition to any other indebtednesscross-defaulted against such instruments. These defaults could have a material adverse impact on our business, results of operations and financial condition. Limitations on our ability to access capital could have an adverse effect on our ability to make future investments or to meet our obligations andcommitments We cannot assure you that we will be able to raise the capital necessary to make future investments or to meet our obligations and commitments as theymature. Our access to capital depends upon a number of factors over which we have little or no control, including rising interest rates, inflation and othergeneral market conditions; the market’s perception of our growth potential and our current and potential future earnings and cash distributions; the marketprice of the shares of our capital stock and the credit ratings of our debt securities; the financial stability of our lenders, which might impair their ability tomeet their commitments to us or their willingness to make additional loans to us; changes in the credit ratings on U.S. government debt securities; or defaultor delay in payment by the United States of its obligations. If our access to capital is limited by these factors or other factors, it could negatively impact ourability to acquire properties, repay or refinance our indebtedness, fund operations or make distributions to our stockholders. Downgrades in our credit ratings could have a material adverse impact on our cost and availability of capital We plan to manage the Company to maintain a capital structure consistent with our current profile, but there can be no assurance that we will be able tomaintain our current credit ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impacton our cost and availability of capital, which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financialcondition. Fluctuations in the value of foreign currencies could adversely affect our results of operations and financial position As we expand our operations internationally, currency exchange rate fluctuations could affect our results of operations and financial position. We expectto generate an increasing portion of our revenue and expenses in such foreign currencies as the Canadian dollar and the British pound. Although we mayenter into foreign exchange agreements with financial institutions and/or obtain local currency mortgage debt in order to reduce our exposure to fluctuationsin the value of foreign currencies, we cannot assure you that foreign currency fluctuations will not have a material adverse effect on us. Our entry into swap agreements may not effectively reduce our exposure to changes in interest rates or foreign currency exchange rates We enter into swap agreements from time to time to manage some of our exposure to interest rate and foreign currency exchange rate volatility. These swapagreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, these arrangementsmay not be effective in reducing our exposure to changes in interest rates or foreign currency exchange rates. When we use forward-starting interest rateswaps, there is a risk that we will not complete the long-term borrowing against which the swap is intended to hedge. If such events occur, our results ofoperations may be adversely affected. Risks Arising from Our Status as a REIT We might fail to qualify or remain qualified as a REIT We intend to operate as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and believe we have and will continue to operate insuch a manner. If we lose our status as a REIT, we will face serious income tax consequences that will substantially reduce the funds available for satisfyingour obligations and for distribution to our stockholders because:40 • we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal incometax at regular corporate rates;• we could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and• unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the yearduring which we were disqualified. Since REIT qualification requires us to meet a number of complex requirements, it is possible that we may fail to fulfill them, and if we do, our earningswill be reduced by the amount of U.S. federal and other income taxes owed. A reduction in our earnings would affect the amount we could distribute to ourstockholders. If we do not qualify as a REIT, we would not be required to make distributions to stockholders since a non-REIT is not required to paydividends to stockholders in order to maintain REIT status or avoid an excise tax. See “Item 1 — Business — Taxation — Federal Income TaxConsiderations” above for a discussion of the provisions of the Code that apply to us and the effects of failure to qualify as a REIT. In addition, if we fail to qualify as a REIT, all distributions to stockholders would continue to be treated as dividends to the extent of our current andaccumulated earnings and profits, although corporate stockholders may be eligible for the dividends received deduction, and individual stockholders may beeligible for taxation at the rates generally applicable to long-term capital gains (currently at a maximum rate of 20%) with respect to distributions. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to implement our business strategy and would adversely affectthe value of our common stock. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial andadministrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to remainqualified as a REIT. Although we believe that we qualify as a REIT, we cannot assure you that we will continue to qualify or remain qualified as a REIT forU.S. federal income tax purposes. See “Item 1 — Business — Taxation — Federal Income Tax Considerations” above. Certain subsidiaries might fail to qualify or remain qualified as a REIT We own interests in a number of entities which have elected to be taxed as REITs for federal income tax purposes, some of which we consolidate forfinancial reporting purposes but each of which is treated as a separate REIT for federal income tax purposes (each a “Subsidiary REIT”). To qualify as aREIT, each Subsidiary REIT must independently satisfy all of the REIT qualification requirements under the Code, together with all other rules applicable toREITs. Provided that each Subsidiary REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets forpurposes of the REIT asset tests. See “Item 1 – Business – Taxation – Federal Income Tax Considerations – Qualification as a REIT – Asset Tests” above. If aSubsidiary REIT fails to qualify as a REIT in any taxable year, such Subsidiary REIT will be subject to federal and state income taxes and may not be able toqualify as a REIT for the four subsequent taxable years. Any such failure could have an adverse effect on our ability to comply with the REIT income andasset tests, and thus our ability to qualify as a REIT, unless we are able to avail ourselves of certain relief provisions. The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to ourstockholders. See “Item 1 — Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Annual Distribution Requirements”above. Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it ispossible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or we may decide to retaincash or distribute such greater amount as may be necessary to avoid income and excise taxation. This may be due to timing differences between the actualreceipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arrivingat our taxable income, on the other hand. In addition, non-deductible expenses such as principal amortization or repayments or capital expenditures in excessof non-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event thattiming differences occur, or we deem it appropriate to retain cash, we may borrow funds, issue additional equity securities (although we cannot assure youthat we will be able to do so), pay taxable stock dividends, if possible, distribute other property or securities or engage in another transaction intended toenable us to meet the REIT distribution requirements. This may require us to raise additional capital to meet our obligations. The lease of qualified health care properties to a taxable REIT subsidiary is subject to special requirements 41 We lease certain qualified health care properties to taxable REIT subsidiaries (or limited liability companies of which the taxable REIT subsidiaries aremembers), which lessees contract with managers (or related parties) to manage the health care operations at these properties. The rents from this taxable REITsubsidiary lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arms-length lease of a qualified health careproperty with a taxable REIT subsidiary and (2) the manager qualifies as an eligible independent contractor (as defined in the Code). If any of theseconditions are not satisfied, then the rents will not be qualifying rents. See “Item 1 — Business — Taxation — Federal Income Tax Considerations —Qualification as a REIT — Income Tests” above. If certain sale-leaseback transactions are not characterized by the Internal Revenue Service as “true leases,” we may be subject to adverse taxconsequences We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future. Weintend for any such sale-leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us to betreated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the Internal RevenueService might take the position that the transaction is not a “true lease” but is more properly treated in some other manner. In the event any sale-leasebacktransaction is challenged and successfully re-characterized by the Internal Revenue Service, we would not be entitled to claim the deductions fordepreciation and cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might failto satisfy the REIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. See “Item 1 —Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Asset Tests” and “Item 1 — Business — Taxation — FederalIncome Tax Considerations — Qualification as a REIT — Income Tests” above. Alternatively, the amount of our REIT taxable income could be recalculated,which may cause us to fail to meet the REIT annual distribution requirements for a taxable year. See “Item 1 — Business — Taxation — Federal Income TaxConsiderations — Qualification as a REIT — Annual Distribution Requirements” above. Item 1B. Unresolved Staff CommentsNone.42 Item 2. Properties We own our corporate headquarters located at 4500 Dorr Street, Toledo, Ohio 43615. We also lease corporate offices in California, Canada and the UnitedKingdom and have ground leases relating to certain of our properties. The following table sets forth certain information regarding the properties thatcomprise our consolidated real property and real estate loan investments as of December 31, 2015 (dollars in thousands and annualized revenues adjusted fortiming of investment): Triple-Net Seniors Housing OperatingProperty Location Number ofProperties Total Investment Annualized Revenues Number ofProperties Total Investment Annualized Revenues Alabama 4 $36,064 $3,777 - $- $- Arizona 2 26,229 2,129 4 61,590 21,643 California 28 521,032 53,635 49 1,401,544 406,568 Colorado 6 220,438 19,019 5 145,554 39,599 Connecticut 14 181,567 21,292 15 400,887 127,418 District Of Columbia - - - 1 64,807 13,893 Delaware 11 161,880 19,660 1 21,586 6,210 Florida 43 593,363 55,001 6 576,254 77,420 Georgia 8 102,828 9,414 7 124,942 36,295 Iowa 3 46,916 4,324 1 33,276 8,960 Idaho 2 33,326 3,551 - - - Illinois 13 276,616 25,876 13 447,407 104,156 Indiana 36 535,615 53,270 - - - Kansas 27 228,905 16,427 3 71,771 17,657 Kentucky 12 98,976 14,957 2 39,434 12,595 Louisiana 3 21,451 3,349 2 52,156 11,718 Massachusetts 31 372,189 53,489 33 941,674 211,109 Maryland 26 401,734 41,357 3 84,221 32,512 Maine - - - 2 50,666 17,820 Michigan 6 102,612 9,968 5 113,041 25,867 Minnesota 9 210,533 14,026 4 115,688 23,698 Missouri 2 28,320 1,171 4 137,698 20,141 Mississippi 3 30,147 2,444 - - - Montana 1 6,266 948 - - - North Carolina 56 391,386 38,795 1 41,460 7,134 Nebraska 4 34,033 15,342 - - - New Hampshire 12 172,718 23,410 4 119,954 29,723 New Jersey 67 1,420,271 144,374 8 244,350 65,915 New Mexico - - - 1 19,038 1,593 Nevada 5 86,164 12,217 2 37,350 9,946 New York 9 201,410 18,051 10 349,716 77,276 Ohio 28 229,031 38,171 4 198,222 29,215 Oklahoma 19 150,460 12,968 2 38,922 4,179 Oregon 10 75,671 6,337 - - - Pennsylvania 53 1,331,667 158,356 6 83,081 37,106 Rhode Island 3 43,802 6,031 3 69,010 21,156 South Carolina 5 34,602 5,550 - - - Tennessee 24 165,388 24,367 2 50,805 14,790 Texas 45 594,463 61,905 15 510,222 98,671 Utah 2 31,724 2,461 1 17,545 8,817 Virginia 14 202,859 20,033 2 38,493 15,715 Vermont 2 25,393 3,511 1 28,080 6,864 Washington 24 455,323 44,724 11 331,280 62,173 Wisconsin 8 134,120 14,474 - - - West Virginia 25 376,283 50,902 - - - Total domestic 705 10,393,775 1,131,063 233 7,061,726 1,705,550 Canada 14 277,977 15,763 103 2,058,121 406,614 United Kingdom 60 1,123,413 118,428 52 1,457,237 303,158 Total international 74 1,401,390 134,191 155 3,515,358 709,772 Grand total 779 $11,795,165 $1,265,253 388 $10,577,084 $2,415,32243 Outpatient MedicalProperty Location Number of Properties Total Investment Annualized Revenues Alaska 1 $22,667 $2,809 Alabama 3 31,637 5,308 Arkansas 1 24,382 1,027 Arizona 4 68,885 8,213 California 30 880,782 67,173 Colorado 1 12,642 1,804 Connecticut 1 9,886 - Florida 37 465,472 61,459 Georgia 10 162,880 20,585 Iowa 1 6,974 2,193 Illinois 5 53,688 7,971 Indiana 8 152,126 17,326 Kansas 7 78,474 12,059 Kentucky 1 8,153 772 Maryland 5 80,535 5,396 Maine 1 21,649 2,805 Michigan 1 15,983 2,280 Minnesota 8 179,786 23,689 Missouri 7 149,053 17,610 North Carolina 3 58,086 6,506 Nebraska 2 36,815 5,794 New Hampshire 1 14,673 1,511 New Jersey 7 215,048 37,389 New Mexico 3 34,665 3,498 Nevada 5 46,748 3,802 New York 8 84,330 7,768 Ohio 8 76,546 13,386 Oklahoma 2 25,843 3,279 Oregon 1 9,763 1,267 South Carolina 1 26,910 2,282 Tennessee 7 78,906 9,968 Texas 51 891,594 87,667 Virginia 3 51,645 7,800 Washington 6 188,369 20,317 Wisconsin 19 250,839 28,243 Total 259 $4,516,434 $500,954 The following table sets forth occupancy, coverages and average annualized revenues for certain property types (excluding investments in unconsolidatedentities): Occupancy(1) Coverages(1,2) Average Annualized Revenues(3) 2015 2014 2015 2014 2015 2014 Triple-net(4) 87.2% 87.7% 1.49x 1.54x $16,047 $14,562 per bed/unitSeniors housing operating(5) 91.0% 90.3% n/a n/a 60,260 67,376 per unitOutpatient medical(6) 95.1% 94.4% n/a n/a 33 33 per sq. ft. (1) We use unaudited, periodic financial information provided solely by tenants/borrowers to calculate occupancy and coverages for properties other than medical office buildings andhave not independently verified the information.(2) Represents the ratio of our triple-net customers' earnings before interest, taxes, depreciation, amortization, rent and management fees to contractual rent or interest due us. Datareflects the 12 months ended September 30 for the periods presented.(3) Represents annualized revenues divided by total beds, units or square feet as presented in the tables above.(4) Occupancy represents average quarterly operating occupancy based on the quarters ended September 30 and excludes properties that are unstabilized, closed or for which data isnot available or meaningful.(5) Occupancy for seniors housing operating represents average occupancy for the three months ended December 31.(6) Outpatient medical facilities occupancy represents the percentage of total rentable square feet leased and occupied (including month-to-month and holdover leases and excludingterminations) as of December 31.44 The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, 2015 (dollars in thousands): Expiration Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Thereafter Triple-net: Properties 0 30 56 1 12 24 37 1 6 57 517 Base rent(1) $0 $12,846 $41,162 $1,368 $14,571 $35,797 $32,959 $692 $12,130 $66,118 $948,129 % of base rent 0.0% 1.1% 3.5% 0.1% 1.2% 3.1% 2.8% 0.1% 1.0% 5.7% 81.3% Units 0 1,165 3,686 123 1,076 3,625 4,731 60 831 4,189 56,319 % of units 0.0% 1.5% 4.9% 0.2% 1.4% 4.8% 6.2% 0.1% 1.1% 5.5% 74.3% Outpatient medical: Square feet 792,914 1,092,946 933,888 1,085,684 1,251,256 1,182,630 2,178,650 1,103,893 1,411,610 585,459 3,691,978 Base rent(1) $21,884 $27,369 $24,225 $27,762 $32,365 $29,630 $45,348 $26,609 $37,890 $17,156 $69,591 % of base rent 6.1% 7.6% 6.7% 7.7% 9.0% 8.2% 12.6% 7.4% 10.5% 4.8% 19.4% Leases 283 283 255 259 243 187 186 152 101 75 164 % of leases 12.9% 12.9% 11.7% 11.8% 11.1% 8.5% 8.5% 6.9% 4.6% 3.4% 7.7% (1) The most recent monthly base rent including straight line for leases with fixed escalators or annual cash rents with contingent escalators. Base rent does not include tenant recoveries or amortization of above and belowmarket lease intangibles. Item 3. Legal Proceedings From time to time, there are various legal proceedings pending to which we are a party or to which some of our properties are subject arising in the normalcourse of business. We do not believe that the ultimate resolution of these proceedings will have a material adverse effect on our consolidated financialposition or results of operations. Item 4. Mine Safety Disclosures None. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities There were 4,965 stockholders of record as of January 31, 2016. The following table sets forth, for the periods indicated, the high and low prices of ourcommon stock on the New York Stock Exchange (NYSE:HCN), and common dividends paid per share: Sales Price Dividends Paid High Low Per Share2015 First Quarter $84.88 $73.20 $0.825 Second Quarter 79.60 65.48 0.825 Third Quarter 70.22 61.00 0.825 Fourth Quarter 71.25 58.21 0.825 2014 First Quarter $59.93 $52.90 $0.795 Second Quarter 65.25 58.91 0.795 Third Quarter 68.36 61.42 0.795 Fourth Quarter 78.17 62.05 0.795 Our Board of Directors has approved a new quarterly cash dividend rate of $0.86 per share of common stock per quarter, commencing with the February2016 dividend. The declaration and payment of quarterly dividends remains subject to the review and approval of the Board of Directors. Stockholder Return Performance Presentation Set forth below is a line graph comparing the yearly percentage change and the cumulative total stockholder return on our shares of common stock againstthe cumulative total return of the S & P Composite-500 Stock Index and the FTSE NAREIT Equity Index. As of December 31, 2015, 160 companiescomprised the FTSE NAREIT Equity Index. The Index consists of REITs identified by NAREIT as equity (those REITs which have at least 75% of theirinvestments in real property). The data are based on the closing prices as of December 31 for each of the five years. 2010 equals $100 and dividends areassumed to be reinvested.45 12/31/1012/31/1112/31/1212/31/1312/31/1412/31/15S & P 500100.00102.11118.45156.82178.28180.75 Welltower Inc.100.00121.27143.36131.29194.98183.82FTSE NAREIT Equity100.00108.29127.85131.01170.49175.94 Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not bedeemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the SecuritiesAct of 1933, as amended, or under the Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such Acts.Issuer Purchases of Equity SecuritiesPeriod Total Number ofShares Purchased(1) Average Price Paid PerShare Total Number of Shares Purchasedas Part of Publicly AnnouncedPlans or Programs(2) Maximum Number of Shares thatMay Yet Be Purchased Under thePlans or ProgramsOctober 1, 2015 through October 31, 2015 - $- November 1, 2015 through November 30, 2015 68 59.01 December 1, 2015 through December 31, 2015 - - Totals 68 $59.01 (1) During the three months ended December 31, 2015, the Company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.(2) No shares were purchased as part of publicly announced plans or programs.46 Item 6. Selected Financial Data The following selected financial data for the five years ended December 31, 2015 are derived from our audited consolidated financial statements (inthousands, except per share data): Year Ended December 31, 2011 2012 2013 2014 2015Operating Data Revenues $1,313,182 $1,805,044 $2,880,608 $3,343,546 $3,859,826Expenses 1,200,979 1,619,132 2,778,363 2,959,333 3,223,709Income from continuing operations before income taxes andincome (loss) from unconsolidated entities 112,203 185,912 102,245 384,213 636,117Income tax (expense) benefit (1,388) (7,612) (7,491) 1,267 (6,451)Income (loss) from unconsolidated entities 5,772 2,482 (8,187) (27,426) (21,504)Income from continuing operations 116,587 180,782 86,567 358,054 608,162Income from discontinued operations, net 96,129 114,058 51,713 7,135 -Gain (loss) on real estate dispositions, net - - - 147,111 280,387Net income 212,716 294,840 138,280 512,300 888,549Preferred stock dividends 60,502 69,129 66,336 65,408 65,406Preferred stock redemption charge - 6,242 - - -Net income (loss) attributable to noncontrolling interests (4,894) (2,415) (6,770) 147 4,799Net income attributable to common stockholders $157,108 $221,884 $78,714 $446,745 $818,344 Other Data Average number of common shares outstanding: Basic 173,741 224,343 276,929 306,272 348,240 Diluted 174,401 225,953 278,761 307,747 349,424 Per Share Data Basic: Income from continuing operations attributable tocommon stockholders $0.35 $0.48 $0.10 $1.44 $2.35 Discontinued operations, net 0.55 0.51 0.19 0.02 - Net income attributable to common stockholders * $0.90 $0.99 $0.28 $1.46 $2.35Diluted: Income from continuing operations attributable tocommon stockholders $0.35 $0.48 $0.10 $1.43 $2.34 Discontinued operations, net 0.55 0.50 0.19 0.02 - Net income attributable to common stockholders * $0.90 $0.98 $0.28 $1.45 $2.34 Cash distributions per common share $2.835 $2.96 $3.06 $3.18 $3.30 December 31,Balance Sheet Data 2011 2012 2013 2014 2015 Net real estate investments $13,942,350 $17,423,009 $21,680,221 $22,851,196 $26,888,685 Total assets(1) 14,878,245 19,491,552 23,026,666 24,962,923 29,023,845 Total long-term obligations(1) 7,194,391 8,474,342 10,594,723 10,776,640 12,967,686 Total liabilities(1) 7,565,948 8,936,441 11,235,296 11,403,465 13,664,877 Total preferred stock 1,010,417 1,022,917 1,017,361 1,006,250 1,006,250 Total equity 7,278,647 10,520,519 11,756,331 13,473,049 15,175,885 * Amounts may not sum due to rounding (1) In 2015, we adopted new guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presentedin the balance sheet as a direct deduction from the carrying amount of the debt liability. Adopting this guidance resulted in a reduction to total assets, total long-term obligationsand total liabilities, which are presented for all periods above in accordance with this new guidance. See Note 2 to our consolidated financial statements for additional information.47Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY Company Overview Business Strategy Capital Market Outlook Key Transactions in 2015 Key Performance Indicators, Trends and Uncertainties Corporate Governance494950505152 LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash Off-Balance Sheet Arrangements Contractual Obligations Capital Structure52535354 RESULTS OF OPERATIONS Summary Triple-net Seniors Housing Operating Outpatient Medical Non-Segment/Corporate5657606264 OTHER Non-GAAP Financial Measures65 Critical Accounting Policies69 48Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. for the periods presented and shouldbe read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business” and“Item 1A — Risk Factors” above.Executive SummaryCompany Overview Welltower Inc. (NYSE: HCN), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. TheCompany invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scaleinnovative care delivery models and improve people’s wellness and overall health care experience. WelltowerTM, a real estate investment trust (“REIT”),owns properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acutecommunities and outpatient medical properties. Our capital programs, when combined with comprehensive planning, development and propertymanagement services, make us a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets. The following table summarizes our consolidated portfolio for the year ended December 31, 2015 (dollars in thousands): Net Operating Percentage of Number of Type of PropertyIncome (NOI)(1) NOI Properties Triple-net$1,200,301 53.6% 779 Seniors housing operating 701,262 31.4% 388 Outpatient medical 334,915 15.0% 259 Totals$2,236,478 100.0% 1,426 (1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100%of the joint venture amount.Business Strategy Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders andcreate opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meetthese objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type,relationship and geographic location. Substantially all of our revenues are derived from operating lease rentals, resident fees and services, and interest earned on outstanding loans receivable.These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rentand interest payments to us and the profitability of our operating properties. To the extent that our customers/partners experience operating difficulties andbecome unable to generate sufficient cash to make payments to us, there could be a material adverse impact on our consolidated results of operations,liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Ourproactive and comprehensive asset management process for seniors housing properties generally includes review of monthly financial statements and otheroperating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure,real estate taxes, letters of credit and other collateral. Our internal property management division actively manages and monitors the outpatient medicalportfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers,hospital/health system relationships, property performance, capital improvement needs, and market conditions. In monitoring our portfolio, our personnel usea proprietary database to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends. We evaluatethe operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptabletrends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we are generally able to intervene at an early stage to address any negativetrends, and in so doing, support both the collectability of revenue and the value of our investment. In addition to our asset management and research efforts, we also structure our investments to help mitigate payment risk. Operating leases and loans arenormally credit enhanced by guaranties and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generallycross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates. For the year ended December 31, 2015, rental income and resident fees represented 41% and 56%, respectively, of total revenues. Substantially all of ouroperating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis overthe initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based onthe contractual cash rental payments due for the period. Our 49Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term ofthe loan and any interest rate adjustments. Our primary sources of cash include rent and interest receipts, resident fees and services, borrowings under our primary unsecured credit facility, publicissuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash includedividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures,construction advances and transaction costs), loan advances, property operating expenses and general and administrative expenses. Depending upon theavailability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash. We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under ourprimary unsecured credit facility, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from net operatingincome and principal payments on loans receivable. Permanent financing for future investments, which generally replaces funds drawn under our primaryunsecured credit facility, has historically been provided through a combination of the issuance of public debt and equity securities and the incurrence orassumption of secured debt. Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generateappropriate returns to our stockholders. It is also possible that investment dispositions may occur in the future. To the extent that investment dispositionsexceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investmentdispositions in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our primaryunsecured credit facility. At December 31, 2015, we had $360,908,000 of cash and cash equivalents, $61,782,000 of restricted cash and $1,610,075,000 ofavailable borrowing capacity under our primary unsecured credit facility.Capital Market Outlook We believe the capital markets remain supportive of our investment strategy. For the year ended December 31, 2015, we raised $3,272,283,000 inaggregate gross proceeds through the issuance of common stock and unsecured debt. The capital raised, in combination with available cash and borrowingcapacity under our primary unsecured credit facility, supported pro rata gross new investments of $4,819,684,000 for the year. We expect attractiveinvestment opportunities to remain available in the future as we continue to leverage the benefits of our relationship investment strategy.Key Transactions in 2015 Capital. In February 2015, we completed the public issuance of 19,550,000 shares of common stock at a price of $75.50 per share for approximate grossproceeds of $1,476,025,000. This was the largest overnight common stock offering and the highest offering price in our history. In May 2015, we issued$750,000,000 of 4.0% senior unsecured notes due 2025, generating approximately $743,407,000 of net proceeds. This was the largest single tranche U.S.debt offering in our history. In October 2015, we re-opened this tranche and issued an additional $500,000,000 of these notes, generating net proceeds ofapproximately $484,660,000. Also during October 2015, we raised approximately $47,463,000 under our Equity Shelf Program (as defined below). InNovember 2015, we issued $300,000,000 of Canadian-denominated 3.35% senior unsecured notes due 2020, generating net proceeds of $223,367,000. Also,for the year ended December 31, 2015, we raised $272,531,000 through our dividend reinvestment program. Investments. The following summarizes our acquisitions and joint venture investments made during the year ended December 31, 2015 (dollars inthousands): Properties InvestmentAmount(1) Capitalization Rates(2) Book Amount(3) Triple-net76$1,501,537 6.8% $1,506,179 Seniors housing operating77 2,093,482 6.2% 2,814,878 Outpatient medical11 170,499 6.0% 540,338 Total acquisitions/JVs164$3,765,518 6.4% $4,861,395 (1) Represents stated purchase price including cash and any assumed debt but excludes fair value adjustments pursuant to U.S. GAAP.(2) Represents annualized contractual or projected income to be received in cash divided by investment amounts.(3) Represents amounts recorded on our books including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information. Dispositions. The following summarizes property dispositions made during the year ended December 31, 2015 (dollars in thousands):50Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Properties Proceeds(1) Capitalization Rates(2) Book Amount(3) Triple-net26$440,576 7.7% $362,024 Outpatient medical11 608,101 5.2% 181,553 Total property sales37$1,048,677 6.2% $543,577 (1) Represents pro rata proceeds received upon disposition including any seller financing.(2) Represents annualized contractual income that was being received in cash at date of disposition divided by disposition proceeds.(3) Represents carrying value of assets at time of disposition. See Note 5 to our audited consolidated financial statements for additional information. Dividends. Our Board of Directors increased the annual cash dividend to $3.44 per common share ($0.86 per share quarterly), as compared to $3.30 percommon share for 2015, beginning in February 2016. The dividend declared for the quarter ended December 31, 2015 represents the 179th consecutivequarterly dividend payment. Key Performance Indicators, Trends and Uncertainties We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operatingperformance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to ourhistorical operating results, in making operating decisions and for budget planning purposes. Operating Performance. We believe that net income attributable to common stockholders (“NICS”) is the most appropriate earnings measure. Other usefulsupplemental measures of our operating performance include funds from operations (“FFO”), net operating income from continuing operations (“NOI”) andsame store cash NOI (“SSCNOI”); however, these supplemental measures are not defined by U.S. generally accepted accounting principles (“U.S. GAAP”).Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations of FFO, NOI and SSCNOI. These earningsmeasures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies. The following table reflectsthe recent historical trends of our operating performance measures for the periods presented (in thousands): Year Ended December 31, 2013 2014 2015 Net income attributable to common stockholders $78,714 $446,745 $818,344Funds from operations 924,884 1,174,081 1,409,640Net operating income from continuing operations 1,673,795 1,940,188 2,237,569Same store cash net operating income 1,145,629 1,192,245 1,213,752 Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balancesheet capitalization is related to long-term debt. The coverage ratios indicate our ability to service interest and fixed charges (interest, secured debt principalamortization and preferred dividends). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain compliance with our debtcovenants. The coverage ratios are based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) which is discussedin further detail, and reconciled to net income, below in “Non-GAAP Financial Measures.” Leverage ratios and coverage ratios are widely used by investors,analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recenthistorical trends for our credit strength measures for the periods presented: Year Ended December 31, 2013 2014 2015 Debt to book capitalization ratio 48% 45% 46%Debt to undepreciated book capitalization ratio 43% 40% 41%Debt to market capitalization ratio 39% 29% 33% Adjusted interest coverage ratio 3.23x 3.86x 4.57xAdjusted fixed charge coverage ratio 2.56x 3.06x 3.61x Concentration Risk. We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is avaluable measure in understanding what portion of our NOI could be at risk if certain sectors were to 51Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations experience downturns. Property mix measures the portion of our NOI that relates to our various property types. Relationship mix measures the portion of ourNOI that relates to our top five relationships. Geographic mix measures the portion of our NOI that relates to our top five states (or international equivalents).The following table reflects our recent historical trends of concentration risk by NOI for the periods indicated below: December 31, 2013 2014 2015 Property mix:(1) Triple-net 53% 53% 54% Seniors housing operating 32% 33% 31% Outpatient medical 15% 14% 15% Relationship mix:(1) Genesis Healthcare 17% 16% 17% Sunrise Senior Living(2) 13% 15% 13% Brookdale Senior Living 7% 9% 7% Revera(2) 3% 4% 5% Benchmark Senior Living 4% 4% 4% Remaining customers 56% 52% 54% Geographic mix:(1) California 10% 10% 10% United Kingdom 6% 7% 9% New Jersey 9% 8% 8% Texas 7% 7% 7% Pennsylvania 6% 5% 6% Remaining 62% 63% 60% (1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100%of the joint venture amount.(2) Revera owns a controlling interest in Sunrise Senior Living. We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Ourexpected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ fromexpected results are described in more detail in “Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — RiskFactors” and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tacticalplans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our abilityto effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to “Item 1 — Business,”“Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Reporton Form 10-K for further discussion of these risk factors.Corporate Governance Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committedto policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for ourbusiness operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet thelisting standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/#investors/governance. The informationon our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.Liquidity and Capital ResourcesSources and Uses of Cash Our primary sources of cash include rent and interest receipts, resident fees and services, borrowings under our primary unsecured credit facility, publicissuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash includedividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures,construction advances and transaction costs), loan advances, 52Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations property operating expenses, and general and administrative expenses. These sources and uses of cash are reflected in our Consolidated Statements of CashFlows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December, 31 December, 31 December, 31 2013 2014 $ % 2015 $ % $ %Beginning cash and cashequivalents $1,033,764 $158,780 $(874,984) -85% $473,726 $314,946 198% $(560,038) -54%Cash provided from (used in): Operating activities 988,497 1,138,670 150,173 15% 1,373,468 234,798 21% 384,971 39% Investing activities (3,531,593) (2,126,206) 1,405,387 -40% (3,484,160) (1,357,954) 64% 47,433 -1% Financing activities 1,667,670 1,303,172 (364,498) -22% 2,006,449 703,277 54% 338,779 20%Effect of foreign currencytranslation on cash and cashequivalents 442 (690) (1,132) n/a (8,575) (7,885) 1,143% (9,017) n/aEnding cash and cash equivalents $158,780 $473,726 $314,946 198% $360,908 $(112,818) -24% $202,128 127% Operating Activities. The change in net cash provided from operating activities is primarily attributable to increases in NOI which is primarily due toacquisitions. Please see “Results of Operations” for further discussion. For the years ended December 31, 2013, 2014 and 2015, cash flows from operationsexceeded cash distributions to stockholders. Investing Activities. The changes in net cash used in investing activities are primarily attributable to acquisitions, real estate loans receivable andinvestments in unconsolidated entities which are summarized above in “Key Transactions in 2015.” Please refer to Notes 3 and 6 of our consolidatedfinancial statements for additional information. The following is a summary of non-acquisition capital improvements (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %New development $247,560 $197,881 $(49,679) -20% $244,561 $46,680 24% $(2,999) -1%Recurring capital expenditures,tenant improvements and leasecommissions 60,984 59,134 (1,850) -3% 64,458 5,324 9% 3,474 6%Renovations, redevelopments andother capital improvements 74,848 73,646 (1,202) -2% 123,294 49,648 67% 48,446 65%Total $383,392 $330,661 $(52,731) -14% $432,313 $101,652 31% $48,921 13% The change in new development is primarily due to the number and size of construction projects on-going during the relevant periods. Renovations,redevelopments and other capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization. Financing Activities. The changes in net cash provided from financing activities are primarily attributable to changes related to our long-term debtarrangements, the issuance/redemptions of common and preferred stock, and dividend payments which are summarized above in “Key Transactions in2015.” Please refer to Notes 9, 10 and 13 of our consolidated financial statements for additional information. Off-Balance Sheet Arrangements At December 31, 2015, we had investments in unconsolidated entities with our ownership ranging from 10% to 50%. Please see Note 7 to our consolidatedfinancial statements for additional information. We use financial derivative instruments to hedge interest rate exposure. Please see Note 11 to ourconsolidated financial statements for additional information. At December 31, 2015, we had nine outstanding letter of credit obligations. Please see Note 12to our consolidated financial statements for additional information.Contractual Obligations The following table summarizes our payment requirements under contractual obligations as of December 31, 2015 (in thousands): 53Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Payments Due by PeriodContractual Obligations Total 2016 2017-2018 2019-2020 ThereafterUnsecured revolving credit facility(1) $835,000 $- $- $835,000 $-Senior unsecured notes and term credit facilities:(2) U.S. Dollar senior unsecured notes 6,200,000 400,000 900,000 1,050,000 3,850,000 Pounds Sterling senior unsecured notes(3) 1,548,330 - - - 1,548,330 Canadian Dollar senior unsecured notes(3) 216,779 - - 216,779 - U.S. Dollar term credit facility 500,000 - - 500,000 - Canadian Dollar term credit facility(3) 180,649 - - 180,649 -Secured debt:(2,3) Consolidated 3,478,207 547,325 1,127,424 554,421 1,249,037 Unconsolidated 474,772 25,984 34,583 21,757 392,448Contractual interest obligations:(4) Unsecured revolving credit facility 33,642 5,624 22,495 5,523 - Senior unsecured notes and term loans(3) 3,592,177 353,830 675,744 572,354 1,990,249 Consolidated secured debt(3) 720,472 147,884 213,257 130,951 228,380 Unconsolidated secured debt(3) 136,870 16,897 31,273 29,171 59,529Capital lease obligations(5) 98,569 4,732 9,411 8,506 75,920Operating lease obligations(5) 990,027 15,543 31,315 30,593 912,576Purchase obligations(5) 549,676 211,635 332,024 6,017 -Other long-term liabilities(6) 5,654 1,475 2,950 1,229 -Total contractual obligations $19,560,824 $1,730,929 $3,380,476 $4,142,950 $10,306,468 (1) Relates to our unsecured revolving credit facility with an aggregate commitment of $2,500,000,000. See Note 9 to our consolidated financial statements.(2) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.(3) Based on foreign currency exchange rates in effect as of balance sheet date.(4) Based on variable interest rates in effect as of balance sheet date.(5) See Note 12 to our consolidated financial statements.(6) Primarily relates to payments to be made under our Supplemental Executive Retirement Plan, which is discussed in Note 19 to the consolidated financial statements. Capital Structure Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants,restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on ourability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2015, we were in compliance with all of the covenantsunder our debt agreements. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion. None of our debt agreements containprovisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our seniorunsecured notes are used to determine the fees and interest charged. A summary of certain covenants and our results as of and for the year ended December 31,2015 is as follows: Per Agreement Covenant Primary Unsecured CreditFacility Senior Unsecured Notes Actual At December 31,2015Total Indebtedness to Book Capitalization Ratio maximum 60% n/a 46%Secured Indebtedness to Total Assets Ratio maximum 30% 40% 12%Total Indebtedness to Total Assets maximum n/a 60% 45%Unsecured Debt to Unencumbered Assets maximum 60% n/a 39%Adjusted Interest Coverage Ratio minimum n/a 1.50x 4.57xAdjusted Fixed Charge Coverage minimum 1.50x n/a 3.61x We plan to manage the Company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Anydowngrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital,which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. On May 1, 2015, we filed with the Securities and Exchange Commission (1) an open-ended automatic or “universal” shelf 54Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations registration statement covering an indeterminate amount of future offerings of debt securities, common stock, preferred stock, depositary shares, warrants andunits and (2) a registration statement in connection with our enhanced dividend reinvestment plan under which we may issue up to 15,000,000 shares ofcommon stock. As of January 31, 2016, 11,743,723 shares of common stock remained available for issuance under this registration statement. We haveentered into separate Equity Distribution Agreements with each of UBS Securities LLC, KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA)Inc. relating to the offer and sale from time to time of up to $630,015,000 aggregate amount of our common stock (“Equity Shelf Program”). As of January 31,2016, we had $392,617,000 of remaining capacity under the Equity Shelf Program. Depending upon market conditions, we anticipate issuing securitiesunder our registration statements to invest in additional properties and to repay borrowings under our primary unsecured credit facility.55Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Summary Our primary sources of revenue include rent, resident fees and services, and interest income. Our primary expenses include interest expense, depreciationand amortization, property operating expenses, transaction costs and general and administrative expenses. We evaluate our business and make resourceallocations on our three business segments: triple-net, seniors housing operating and outpatient medical. The primary performance measures for ourproperties are NOI and SSCNOI, which are discussed below. Please see Note 17 to our consolidated financial statements for additional information. Thefollowing is a summary of our results of operations (dollars in thousands, except per share amounts): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 Amount % 2015 Amount % Amount % Net income attributable to commonstockholders $78,714 $446,745 $368,031 468% $818,344 $371,599 83% $739,630 940%Funds from operations 924,884 1,174,081 249,197 27% 1,409,640 235,559 20% 484,756 52%Adjusted EBITDA 1,503,715 1,877,992 374,277 25% 2,278,930 400,938 21% 775,215 52%Net operating income fromcontinuing operations 1,673,795 1,940,188 266,393 16% 2,237,569 297,381 15% 563,774 34%Same store cash NOI 1,145,629 1,192,245 46,616 4% 1,213,752 21,507 2% 68,123 6% Per share data (fully diluted): Net income attributable tocommon stockholders $0.28 $1.45 $1.17 418% $2.34 $0.89 61% $2.06 736% Funds from operations 3.32 3.82 0.50 15% 4.03 0.21 5% 0.71 21% Adjusted interest coverage ratio 3.23x 3.86x 0.63x 20% 4.57x 0.71x 18% 1.34x 41%Adjusted fixed charge coverage ratio 2.56x 3.06x 0.50x 20% 3.61x 0.55x 18% 1.05x 41% The following table represents the changes in outstanding common stock for the period from January 1, 2013 to December 31, 2015 (in thousands): Year Ended December 31, 2013 December 31, 2014 December 31, 2015 TotalsBeginning balance 260,374 289,564 328,790 260,374Public offerings 23,000 33,925 19,550 76,475Dividend reinvestment plan issuances 3,430 4,123 4,024 11,577Senior note conversions 988 259 1,330 2,577Preferred stock conversions 117 233 - 350Issuances in acquisitions of noncontrolling interests 1,109 - - 1,109Option exercises 214 498 249 961Equity Shelf Program issuances - - 696 696Other, net 332 188 139 659Ending balance 289,564 328,790 354,778 354,778 Average number of shares outstanding: Basic 276,929 306,272 348,240 Diluted 278,761 307,747 349,424 During the past three years, inflation has not significantly affected our earnings because of the moderate inflation rate. Additionally, a large portion of ourearnings are derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination ofequity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally areaccompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate thannew borrowing costs. Presuming the current inflation rate remains moderate and long-term interest rates do not increase significantly, we believe thatinflation will not impact the availability of equity and debt financing for us.56Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Triple-net The following is a summary of our NOI for the triple-net segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %SSCNOI(1) $ 671,609 $ 690,941 $ 19,332 3% $ 712,806 $ 21,865 3% $ 41,197 6%Non-cash NOI attributable to samestore properties(1) 37,153 55,531 18,378 49% 72,666 17,135 31% 35,513 96%NOI attributable to non same storeproperties(2) 185,859 280,662 94,803 51% 414,829 134,167 48% 228,970 123%NOI $ 894,621 $ 1,027,134 $ 132,513 15% $ 1,200,301 $ 173,167 17% $ 305,680 34% (1) Change is due to increases in cash and non-cash NOI (described below) related to 496 same store properties.(2) Change is primarily due to the acquisition of 211 properties, the conversion of 23 construction projects into revenue-generating properties subsequent to January 1, 2013 and thetransition of 38 properties from our seniors housing operating segment on September 1, 2013. The following is a summary of our results of operations for the triple-net segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %Revenues: Rental income $866,138 $ 992,638 $ 126,500 15% $ 1,119,322 $ 126,684 13% $ 253,184 29% Interest income 28,214 32,255 4,041 14% 74,108 41,853 130% 45,894 163% Other income 1,504 2,973 1,469 98% 6,871 3,898 131% 5,367 357% 895,856 1,027,866 132,010 15% 1,200,301 172,435 17% 304,445 34%Property operating expenses 1,235 732 (503) -41% - (732) -100% (1,235) -100% Net operating income from continuingoperations (NOI) 894,621 1,027,134 132,513 15% 1,200,301 171,703 17% 305,680 34%Other expenses: Interest expense 23,322 38,460 15,138 65% 30,288 (8,172) -21% 6,966 30% Loss (gain) on derivatives, net 4,877 (1,770) (6,647) n/a (58,427) (56,657) 3201% (63,304) -1298% Depreciation and amortization 249,913 273,296 23,383 9% 294,484 21,188 8% 44,571 18% Transaction costs 24,426 45,146 20,720 85% 53,254 8,108 18% 28,828 118% Loss (gain) on extinguishment of debt, net 40 98 58 145% 10,095 9,997 10201% 10,055 25138% Provision for loan losses 2,110 - (2,110) -100% - - n/a (2,110) -100% Impairment of assets - - - n/a 2,220 2,220 n/a 2,220 n/a Other expenses - 8,825 8,825 n/a 35,648 26,823 304% 35,648 n/a 304,688 364,055 59,367 19% 367,562 3,507 1% 62,874 21%Income from continuing operations beforeincome taxes and income (loss) fromunconsolidated entities 589,933 663,079 73,146 12% 832,739 169,660 26% 242,806 41%Income tax benefit (expense) (1,817) 6,141 7,958 n/a (4,244) (10,385) -169% (2,427) 134%Income (loss) from unconsolidated entities 5,035 5,423 388 8% 8,260 2,837 52% 3,225 64%Income from continuing operations 593,151 674,643 81,492 14% 836,755 162,112 24% 243,604 41%Discontinued operations, net 57,742 7,135 (50,607) -88% - (7,135) -100% (57,742) -100%Gain (loss) on real estate dispositions, net - 146,205 146,205 n/a 86,261 (59,944) -41% 86,261 n/aNet income 650,893 827,983 177,090 27% 923,016 95,033 11% 272,123 42%Less: Net income attributable tononcontrolling interests 1,558 1,874 316 20% 6,348 4,474 239% 4,790 307%Net income attributable to commonstockholders $649,335 $826,109 $176,774 27% $916,668 $90,559 11% $267,333 41% 57Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The increase in rental income is primarily attributable to the acquisitions of new properties and the conversion of newly constructed triple-net propertiesfrom which we receive rent. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/orchanges in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental incomeis recorded based on the contractual cash rental payments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index donot increase, a portion of our revenues may not continue to increase. Sales of real property would offset revenue increases and, to the extent that they exceednew acquisitions, could result in decreased revenues. Our leases could renew above or below current rent rates, resulting in an increase or decrease in rentalincome. For the three months ended December 31, 2015, we had no lease renewals but we had 16 leases with rental rate increasers ranging from 0.01% to0.32% in our triple-net portfolio. The increase in interest income is attributable to investments in new loans and draws on existing loans in the current year, which includes a first mortgageloan to Genesis Healthcare to facilitate their merger with Skilled Healthcare Group. The increase in other income year-to-date over the prior year includes thereceipt of an early prepayment fee related to a real estate loan receivable. During the year ended December 31, 2015, we completed five triple-net construction projects representing $104,844,000 or $234,027 per bed/unit plusexpansion projects totaling $38,808,000. The following is a summary of triple-net construction projects pending as of December 31, 2015 (dollars inthousands): Location Units/Beds Commitment Balance Est. CompletionEdmond, OK 142 $24,500 $11,667 3Q16London, England 79 29,492 16,240 3Q16Carrollton, TX 104 18,900 7,681 3Q16Piscataway, NJ 124 30,600 19,386 4Q16Raleigh, NC 225 93,000 42,707 4Q16Tulsa, OK 145 25,800 6,290 4Q16Livingston, NJ 120 51,440 19,453 1Q17Bracknell, England 64 16,293 7,080 1Q17Lancaster, PA 80 15,875 2,725 1Q17Lititz, PA 80 15,200 2,763 1Q17Total 1,163 $321,100 $135,992 Total interest expense represents secured debt interest expense and interest expense on capital lease obligations. The change in secured debt interestexpense is due to the net effect and timing of assumptions, segment transitions, extinguishments and principal amortizations. The following is a summary ofour triple-net secured debt principal activity (dollars in thousands): Year Ended Year Ended Year Ended December 31, 2013 December 31, 2014 December 31, 2015 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $218,741 5.393% $587,136 5.394% $670,769 5.337%Debt transitioned 367,997 5.298% - 0.000% - 0.000%Debt issued 13,800 5.480% - 0.000% - 0.000%Debt assumed 9,578 5.582% 120,352 5.404% 44,142 5.046%Debt extinguished (16,482) 3.304% (22,970) 6.235% (132,545) 4.695%Foreign currency - 0.000% (2,180) 5.317% (15,633) 5.315%Principal payments (6,498) 5.698% (11,569) 5.564% (12,719) 5.450%Ending balance $587,136 5.394% $670,769 5.337% $554,014 5.488% Monthly averages $339,129 5.394% $596,941 5.381% $551,803 5.518% In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. Inconjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcareclosed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivativeasset due to the net settlement feature. This event resulted in $58,427,000 gain. During the fourth quarter of 2015, the cost basis of this investment exceededthe fair value. Management 58Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations performed an assessment to determine whether the decline in fair value was other than temporary and concluded that it was. As a result, we recognized another than temporary impairment charge of $35,648,000 which is recorded in other expense. Depreciation and amortization increased primarily as a result of new property acquisitions and the conversions of newly constructed properties. To theextent that we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.Transaction costs represent costs incurred with property acquisitions including due diligence costs, fees for legal and valuation services, the terminationof pre-existing relationships, lease termination expenses and other similar costs. The change in transaction costs from year to year is primarily a function ofinvestment volume. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of therelated secured debt. Changes in gains on sales of properties are related to the volume of property sales and the sales prices. We recognized impairment losses on certain held-for-sale properties as the fair value less estimated costs to sell exceeded our carrying values. The following illustrates the reclassification impact as a result ofclassifying the properties sold prior to or held for sale at December 31, 2013, as discontinued operations for the periods presented (dollars in thousands): Year Ended December 31, 2013 2014 2015 Rental income $8,987 $881 $-Expenses: Interest expense 2,566 157 - Provision for depreciation 5,304 - -Income (loss) from discontinued operations, net $1,117 $724 $- During the year ended December 31, 2013, we wrote off one loan related to an active adult community. During the years ended December 31, 2014 and2015, we did not record a provision for loan loss or have any loan write-offs. The provision for loan losses is related to our critical accounting estimate forthe allowance for loan losses and is discussed in “Critical Accounting Policies” and Note 6 to our consolidated financial statements. A portion of our triple-net properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income orlosses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of netincome relating to those partnerships where we are the controlling partner.59Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Seniors Housing Operating The following is a summary of our NOI for the seniors housing operating segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %SSCNOI(1) $ 252,802 $ 274,377 $ 21,575 9% $ 267,431 $ (6,946) -3% $ 14,629 6%NOI attributable to non same storeproperties(2) 275,361 356,886 81,525 30% 433,831 76,945 22% 158,470 58%NOI $ 528,163 $ 631,263 $ 103,100 20% $ 701,262 $ 69,999 11% $ 173,099 33% (1) Due to increases in cash revenues (described below) related to 116 same store properties.(2) Primarily due to the acquisition of 271 properties subsequent to January 1, 2013 and the transition of 38 properties to our triple-net segment on September 1, 2013.The following is a summary of our results of operations for the seniors housing operating segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %Revenues: Resident fees and services $1,616,290 $1,892,237 $275,947 17% $2,158,031 $265,794 14% $541,741 34% Interest income 757 2,119 1,362 180% 4,180 2,061 97% 3,423 452% Other income 355 3,215 2,860 806% 6,060 2,845 88% 5,705 1607% 1,617,402 1,897,571 280,169 17% 2,168,271 270,700 14% 550,869 34%Property operating expenses 1,089,239 1,266,308 177,069 16% 1,467,009 200,701 16% 377,770 35% Net operating income fromcontinuing operations (NOI) 528,163 631,263 103,100 20% 701,262 69,999 11% 173,099 33%Other expenses: Interest expense 92,148 113,099 20,951 23% 147,832 34,733 31% 55,684 60% Loss (gain) on derivatives, net (407) 275 682 -168% - (275) -100% 407 -100% Depreciation and amortization 478,007 418,199 (59,808) -13% 351,733 (66,466) -16% (126,274) -26% Transaction costs 107,066 16,880 (90,186) -84% 54,966 38,086 226% (52,100) -49% Loss (gain) on extinguishment ofdebt, net (3,372) 383 3,755 -111% (195) (578) -151% 3,177 -94% Other expenses - 1,437 1,437 n/a - (1,437) -100% - n/a 673,442 550,273 (123,169) -18% 554,336 4,063 1% (119,106) -18%(Loss) income from continuingoperations before income fromunconsolidated entities (145,279) 80,990 226,269 -156% 146,926 65,936 81% 292,205 -201%Income tax expense (5,337) (3,047) 2,290 -43% 986 4,033 -132% 6,323 -118%(Loss) income from unconsolidatedentities (22,695) (38,204) (15,509) 68% (32,672) 5,532 -14% (9,977) 44%Net income (loss) (173,311) 39,739 213,050 -123% 115,240 75,501 190% 288,551 -166%Less: Net income (loss) attributable tononcontrolling interests (8,639) (2,335) 6,304 -73% (1,438) 897 -38% 7,201 -83%Net income (loss) attributable tocommon stockholders $(164,672) $42,074 $206,746 -126% $116,678 $74,604 177% $281,350 -171% Fluctuations in revenues and property operating expenses are primarily a result of acquisitions subsequent to January 1, 2013, partially offset by thetransition of 38 properties to triple-net on September 1, 2013. The increase in other income for the year ended December 31, 2015 is primarily a result ofinsurance proceeds received relating to a property. The fluctuations in depreciation and amortization are due to the net impact of acquisitions and variationsin amortization of short-lived intangible assets. To the extent that we acquire or dispose of additional properties in the future, these amounts will changeaccordingly. Losses from unconsolidated 60Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations entities are primarily attributable to depreciation and amortization of short-lived intangible assets related to our investments in unconsolidated joint ventureswith Chartwell in 2012, Sunrise in 2013 and Senior Resource Group in 2014. During the year ended December 31, 2015, we completed one seniors housing operating construction project representing $19,869,000 or $283,843 perunit. The following is a summary of our seniors housing operating construction projects, excluding expansions, pending as of December 31, 2015 (dollars inthousands):Location Units/Beds Commitment Balance Est. CompletionCamberley, England 102 $20,459 $18,755 4Q16Bushey, England 95 58,403 14,070 2Q18Chertsey, England 93 45,612 12,446 3Q18Total 290 $124,474 $45,271 Interest expense represents secured debt interest expense as well as interest expense related to all foreign senior unsecured debt. Please refer to Note 10 toour consolidated financial statements for additional information. The increases in interest expense are attributed primarily to the £550,000,000 Sterling-dominated senior unsecured notes issued in November 2013, the £500,000,000 Sterling-dominated senior unsecured notes issued in November 2014, and the$300,000,000 Canadian-denominated senior unsecured notes issued in November 2015. The following is a summary of our seniors housing operatingproperty secured debt principal activity (dollars in thousands): Year Ended Year Ended Year Ended December 31, 2013 December 31, 2014 December 31, 2015 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $1,369,526 4.874% $1,714,714 4.622% $1,654,531 4.422%Debt issued 75,408 4.891% 109,503 3.374% 228,685 2.776%Debt assumed 1,228,706 4.063% 18,484 4.359% 842,316 3.420%Debt extinguished (548,876) 3.597% (114,793) 3.626% (285,599) 4.188%Debt transitioned (367,997) 5.298% - 0.000% - 0.000%Foreign currency (10,361) 4.013% (39,379) 3.727% (110,691) 3.625%Principal payments (31,692) 4.643% (33,998) 4.296% (38,690) 4.126%Ending balance $1,714,714 4.622% $1,654,531 4.422% $2,290,552 3.958% Monthly averages $1,723,122 4.820% $1,657,416 4.515% $1,894,609 4.261% The fluctuations in gains/losses on debt extinguishments is primarily attributable the volume of extinguishments and terms of the related secured debt. Transaction costs represent costs incurred with property acquisitions (including due diligence costs, fees for legal and valuation services, and termination ofpre-existing relationships computed based on the fair value of the assets acquired), lease termination fees and other similar costs. The change in transactioncosts from year to year is primarily a function of investment volume. The majority of our seniors housing operating properties are formed through partnershipinterests. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss related to those partnerships where we are thecontrolling partner.61Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Outpatient Medical The following is a summary of our NOI for the outpatient medical segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %SSCNOI(1) $ 221,218 $ 226,927 $ 5,709 3% $ 233,515 $ 6,588 3% $ 12,297 6%Non-cash NOI attributable to samestore properties(1) 8,436 7,494 (942) -11% 6,097 (1,397) -19% (2,339) -28%NOI attributable to non same storeproperties(2) 21,061 46,693 25,632 122% 95,303 48,610 104% 74,242 353%NOI $ 250,715 $ 281,114 $ 30,399 12% $ 334,915 $ 53,801 19% $ 84,200 34% (1) Due to increases in cash and non-cash NOI (described below) related to 164 same store properties.(2) Primarily due to the acquisition of 50 properties and conversions of construction projects into 14 revenue-generating properties subsequent to January 1, 2013. The following is a summary of our results of operations for the outpatient medical segment (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %Revenues: Rental income $361,451 $413,129 $51,678 14% $479,626 $66,497 16% $118,175 33% Interest income 3,692 3,293 (399) -11% 5,853 2,560 78% 2,161 59% Other income 1,911 1,010 (901) -47% 4,684 3,674 364% 2,773 145% 367,054 417,432 50,378 14% 490,163 72,731 17% 123,109 34%Property operating expenses 116,339 136,318 19,979 17% 155,248 18,930 14% 38,909 33% Net operating income fromcontinuing operations (NOI) 250,715 281,114 30,399 12% 334,915 53,801 19% 84,200 34%Other expenses: Interest expense 36,823 32,904 (3,919) -11% 28,822 (4,082) -12% (8,001) -22% Depreciation and amortization 137,880 152,635 14,755 11% 180,023 27,388 18% 42,143 31% Transaction costs 1,909 7,512 5,603 294% 2,706 (4,806) -64% 797 42% Loss (gain) on extinguishment ofdebt, net - 405 405 n/a - (405) -100% - n/a 176,612 193,456 16,844 10% 211,551 18,095 9% 34,939 20%Income from continuing operationsbefore income taxes and income (loss) from unconsolidated entities 74,103 87,658 13,555 18% 123,364 35,706 41% 49,261 66%Income tax expense (270) (1,827) (1,557) 577% 245 2,072 n/a 515 n/aIncome (loss) from unconsolidatedentities 9,473 5,355 (4,118) -43% 2,908 (2,447) -46% (6,565) -69%Income from continuing operations 83,306 91,186 7,880 9% 126,517 35,331 39% 43,211 52%Discontinued operations, net (6,029) - 6,029 -100% - - n/a 6,029 -100%Gain (loss) on real estate dispositions,net - 906 906 n/a 194,126 193,220 21327% 194,126 n/aNet income (loss) 77,277 92,092 14,815 19% 320,643 228,551 248% 243,366 315%Less: Net income (loss) attributable tononcontrolling interests 310 608 298 96% (110) (718) n/a (420) n/aNet income (loss) attributable tocommon stockholders $76,967 $91,484 $14,517 19% $320,753 $229,269 251% $243,786 317%The increase in rental income is primarily attributable to the acquisitions of new properties and the conversion of newly constructed outpatient medicalproperties from which we receive rent. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due forthe period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Sales of real property would offset revenueincreases and, to the extent that they exceed new acquisitions, could result in decreased revenues. Our leases could renew above or below current rent rates,resulting in an increase or decrease in rental income. For the three months ended December 31, 2015, our consolidated 62Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations outpatient medical portfolio signed 75,573 square feet of new leases and 145,892 square feet of renewals. The weighted-average term of these leases was sixyears, with a rate of $33.28 per square foot and tenant improvement and lease commission costs of $24.87 per square foot. Substantially all of these leasesduring the referenced quarter contain an annual fixed or contingent escalation rent structure ranging from the change in CPI to 4%. During the year ended December 31, 2015, we completed one outpatient medical construction project representing $16,592,000 or $325 per square foot.The following is a summary of outpatient medical construction projects pending as of December 31, 2015 (dollars in thousands):Location Square Feet Commitment Balance Est. CompletionBel Air, MD 99,184 $26,386 $18,153 1Q16Richmond, TX 36,475 11,670 7,277 1Q16Stamford, CT 92,345 41,735 9,886 3Q16Missouri, TX 23,863 9,180 2,252 3Q16Wausau, WI 43,883 14,100 3,183 1Q17Brooklyn, NY 140,955 103,624 19,808 1Q17Timmonium, MD 46,000 20,996 8,601 2Q17Total 482,705 $227,691 $69,160 Total interest expense represents secured debt interest expense offset by interest. The change in secured debt interest expense is primarily due to the neteffect and timing of assumptions, extinguishments and principal amortizations. The following is a summary of our outpatient medical secured debt principalactivity (dollars in thousands): Year Ended Year Ended Year Ended December 31, 2013 December 31, 2014 December 31, 2015 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $713,720 5.950% $700,427 5.999% $609,268 5.838%Debt assumed 52,574 6.126% 66,113 3.670% 120,959 2.113%Debt extinguished (49,017) 5.357% (141,796) 5.567% (88,182) 5.257%Principal payments (16,850) 6.193% (15,476) 5.797% (14,356) 5.975%Ending balance $700,427 5.999% $609,268 5.838% $627,689 5.177% Monthly averages $708,107 5.956% $626,797 5.928% $613,155 5.434%The increase in other income is primarily attributable to the acquisition of a controlling interest in a portfolio of properties that were historically reportedas unconsolidated property investments. The increases in property operating expenses and depreciation and amortization are primarily attributable toacquisitions and construction conversions of new outpatient medical facilities for which we incur certain property operating expenses. Transaction costsrepresent costs incurred with property acquisitions including due diligence costs, fees for legal and valuation services, termination of pre-existingrelationships, a lease termination expense and other similar costs. The fluctuations in transaction costs are primarily due to acquisition volumes in therelevant years. Income from unconsolidated entities represents our share of net income or losses related to the periods for which we held a joint ventureinvestment with Forest City Enterprises and certain unconsolidated property investments. Changes in gains/losses on sales of properties are related to volumeof property sales and the sales prices. The following illustrates the reclassification impact as a result of classifying the properties sold prior to or held for saleat December 31, 2013 as discontinued operations for the periods presented (dollars in thousands): Year Ended December 31, 2013 2014 2015 Rental income $9,390 $- $- Expenses: Interest expense 1,681 - - Property operating expenses 3,396 - - Provision for depreciation 2,855 - - Income (loss) from discontinued operations, net $1,458 $- $- A portion of our outpatient medical properties were formed through partnerships. Net income attributable to noncontrolling interests represents ourpartners’ share of net income or loss relating to those partnerships where we are the controlling partner.63Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-Segment/Corporate The following is a summary of our results of operations for the non-segment/corporate activities (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ %Revenues: Other income $296 $677 $381 129% $1,091 $414 61% $795 269%Expenses: Interest expense 306,067 296,576 (9,491) -3% 285,227 (11,349) -4% (20,840) -7% General and administrative 108,318 142,943 34,625 32% 147,416 4,473 3% 39,098 36% Loss (gain) on extinguishmentsof debt, net 2,423 8,672 6,249 258% 24,777 16,105 186% 22,354 923% Other expenses - - - n/a 10,583 10,583 n/a 10,583 n/a 416,808 448,191 31,383 8% 468,003 19,812 4% 51,195 12%Loss from continuing operationsbefore income taxes (416,512) (447,514) (31,002) 7% (466,912) (19,398) 4% (50,400) 12%Income tax expense (67) - 67 -100% (3,438) (3,438) n/a (3,371) 5031%Net loss (416,579) (447,514) (30,935) 7% (470,350) (22,836) 5% (53,771) 13%Preferred stock dividends 66,336 65,408 (928) -1% 65,406 (2) 0% (930) -1%Net loss attributable to commonstockholders $(482,915) $(512,922) $(30,007) 6% $(535,756) $(22,834) 4% $(52,841) 11% The following is a summary of our non-segment/corporate interest expense (dollars in thousands): Year Ended One Year Change Year Ended One Year Change Two Year Change December 31, December 31, December 31, 2013 2014 $ % 2015 $ % $ % Senior unsecured notes $279,617 $280,037 $420 0% $267,609 $(12,428) -4% $(12,008) -4%Secured debt 495 460 (35) -7% 357 (103) -22% (138) -28%Primary unsecured credit facility 15,498 8,914 (6,584) -42% 10,812 1,898 21% (4,686) -30%Capitalized interest (6,700) (7,150) (450) 7% (6,379) 771 -11% 321 -5%Interest SWAP savings (14) (14) - 0% (28) (14) 100% (14) 100%Loan expense 17,171 14,329 (2,842) -17% 12,856 (1,473) -10% (4,315) -25%Totals $306,067 $296,576 $(9,491) -3% $285,227 $(11,349) -4% $(20,840) -7% The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, excluding our foreign unsecured debt,which is in our seniors housing operating segment. Please refer to Note 10 to our consolidated financial statements for additional information. We capitalizecertain interest costs associated with funds used for the construction of properties owned directly by us. The amount capitalized is based upon the balancesoutstanding during the construction period using the rate of interest that approximates our cost of financing. Our interest expense is reduced by the amountcapitalized. The change in capitalized interest is due to both changes in construction fundings and in our weighted-average cost of financing. Loan expenserepresents the amortization of deferred loan costs incurred in connection with the issuance and amendments of debt. Loan expense changes are due toamortization of charges for costs incurred in connection with senior unsecured note issuances. The change in interest expense on our primary unsecuredcredit facility is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 9 of our consolidatedfinancial statements for additional information regarding our primary unsecured credit facility. General and administrative expenses for 2014 included $19,688,000 of CEO transition costs. Excluding these costs, general and administrative expensesas a percentage of consolidated revenues for the years ended December 31, 2015, 2014 and 2013 were 3.82%, 3.69% and 3.74%, respectively. The increasesin general and administrative expenses, excluding the CEO transition costs, are primarily related to costs associated with our initiatives to attract and retainappropriate personnel to achieve our business objectives. The loss on extinguishment of debt in the current year is primarily due to the early extinguishmentof the 2016 senior unsecured notes. Other expenses in the current year are due to costs associated with the retirement of an executive officer and thetermination of our investment in a strategic outpatient medical partnership.64Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Other Non-GAAP Financial Measures We believe that net income attributable to common stockholders, as defined by U.S. GAAP, is the most appropriate earnings measurement. However, weconsider FFO to be a useful supplemental measure 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, sincereal estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operatingresults 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, asdefined by NAREIT, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from salesof real estate and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrollinginterests. Net operating income from continuing operations (“NOI”) is used to evaluate the operating performance of our properties. We define NOI as total revenues,including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining andservicing tenants for our seniors housing operating and outpatient medical properties. These expenses include, but are not limited to, property-relatedpayroll and benefits, property management fees, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General andadministrative expenses represent costs unrelated to property operations or transaction costs. These expenses include, but are not limited to, payroll andbenefits, professional services, office expenses and depreciation of corporate fixed assets. Same store cash NOI (“SSCNOI”) is used to evaluate the cash-basedoperating performance of our properties under a consistent population which eliminates changes in the composition of our portfolio. As used herein, samestore is generally defined as those revenue-generating properties in the portfolio for the full three year reporting period. Any properties acquired, developed,transitioned or classified in discontinued operations during that period are excluded from the same store amounts. We believe NOI and SSCNOI provideinvestors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. Weuse NOI and SSCNOI to make decisions about resource allocations and to assess the property level performance of our properties. EBITDA stands for earnings before interest, taxes, depreciation and amortization. We believe that EBITDA, along with net income and cash flow providedfrom operating activities, is an important supplemental measure because it provides additional information to assess and evaluate the performance of ouroperations. We primarily utilize EBITDA to measure our interest coverage ratio, which represents EBITDA divided by total interest, and our fixed chargecoverage ratio, which represents EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization and preferreddividends. A covenant in our primary unsecured credit facility contains a financial ratio based on a definition of EBITDA that is specific to that agreement. Failure tosatisfy these covenants could result in an event of default that could have a material adverse impact on our cost and availability of capital, which could inturn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Due to the materiality of these debtagreements and the financial covenants, we have disclosed Adjusted EBITDA, which represents EBITDA as defined above and adjusted for stock-basedcompensation expense, provision for loan losses and gain/loss on extinguishment of debt. We use Adjusted EBITDA to measure our adjusted fixed chargecoverage ratio, which represents Adjusted EBITDA divided by fixed charges on a trailing twelve months basis. Fixed charges include total interest(excluding capitalized interest and non-cash interest expenses), secured debt principal amortization and preferred dividends. Our covenant requires anadjusted fixed charge coverage ratio of at least 1.50 times. Other than Adjusted EBITDA, our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debtanalysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measuresto facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures are utilizedby the Board of Directors to evaluate management. Adjusted EBITDA is used solely to determine our compliance with a financial covenant in our primaryunsecured credit facility and is not being presented for use by investors for any other purpose. None of our supplemental measures represent net income orcash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures ofprofitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estateinvestment trusts or other companies.65Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The table below reflects the reconciliation of FFO to net income attributable to common stockholders, the most directly comparable U.S. GAAP measure,for the periods presented. The provisions for depreciation and amortization include provisions for depreciation and amortization from discontinuedoperations. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization. Amountsare in thousands except for per share data. Year Ended December 31,FFO Reconciliation: 2013 2014 2015Net income attributable to common stockholders $78,714 $446,745 $818,344Depreciation and amortization 873,960 844,130 826,240Impairment of assets - - 2,220Loss (gain) on sales of properties (49,138) (153,522) (280,387)Noncontrolling interests (36,304) (37,852) (39,271)Unconsolidated entities 57,652 74,580 82,494Funds from operations $924,884 $1,174,081 $1,409,640 Average common shares outstanding: Basic 276,929 306,272 348,240 Diluted 278,761 307,747 349,424 Per share data: Net income attributable to common stockholders Basic $0.28 $1.46 $2.35 Diluted 0.28 1.45 2.34 Funds from operations Basic $3.34 $3.83 $4.05 Diluted 3.32 3.82 4.03 The table below reflects the reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented.Interest expense and the provisions for depreciation and amortization include discontinued operations. Dollars are in thousands. Year Ended December 31,Adjusted EBITDA Reconciliation: 2013 2014 2015Net income $138,280 $512,300 $888,549Interest expense 462,606 481,196 492,169Income tax expense (benefit), net 7,491 (1,267) 6,451Depreciation and amortization 873,960 844,130 826,240Stock-based compensation expense 20,177 32,075 30,844Provision for loan losses 2,110 - -Loss (gain) on extinguishment of debt, net (909) 9,558 34,677Adjusted EBITDA $1,503,715 $1,877,992 $2,278,930 Adjusted Interest Coverage Ratio: Interest expense $462,606 $481,196 $492,169Capitalized interest 6,700 7,150 8,670Non-cash interest expense (4,044) (2,427) (2,586) Total interest 465,262 485,919 498,253Adjusted EBITDA $1,503,715 $1,877,992 $2,278,930 Adjusted interest coverage ratio 3.23x 3.86x 4.57x Adjusted Fixed Charge Coverage Ratio: Interest expense $462,606 $481,196 $492,169Capitalized interest 6,700 7,150 8,670Non-cash interest expense (4,044) (2,427) (2,586)Secured debt principal payments 56,205 62,280 67,064Preferred dividends 66,336 65,408 65,406 Total fixed charges 587,803 613,607 630,723Adjusted EBITDA $1,503,715 $1,877,992 $2,278,930 Adjusted fixed charge coverage ratio 2.56x 3.06x 3.61x66Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following tables reflect the reconciliation of NOI and SSCNOI to net income attributable to common stockholders, the most directly comparable U.S.GAAP measure, for the periods presented. Amounts are in thousands. Year Ended December 31,NOI Reconciliation: 2013 2014 2015Total revenues: Triple-net $895,856 $1,027,866 $1,200,301 Seniors housing operating 1,617,402 1,897,571 2,168,271 Outpatient medical 367,054 417,432 490,163 Non-segment/corporate 296 677 1,091 Total revenues 2,880,608 3,343,546 3,859,826Property operating expenses: Triple-net 1,235 732 - Seniors housing operating 1,089,239 1,266,308 1,467,009 Outpatient medical 116,339 136,318 155,248 Total property operating expenses 1,206,813 1,403,358 1,622,257Net operating income: Triple-net 894,621 1,027,134 1,200,301 Seniors housing operating 528,163 631,263 701,262 Outpatient medical 250,715 281,114 334,915 Non-segment/corporate 296 677 1,091 Net operating income from continuing operations 1,673,795 1,940,188 2,237,569Reconciling items: Interest expense (458,360) (481,039) (492,169) Loss (gain) on derivatives, net (4,470) 1,495 58,427 Depreciation and amortization (865,800) (844,130) (826,240) General and administrative (108,318) (142,943) (147,416) Transaction costs (133,401) (69,538) (110,926) Loss (gain) on extinguishment of debt, net 909 (9,558) (34,677) Impairment of assets - - (2,220) Other expenses - (10,262) (46,231) Provision for loan losses (2,110) - - Income tax benefit (expense) (7,491) 1,267 (6,451) Income (loss) from unconsolidated entities (8,187) (27,426) (21,504) Income (loss) from discontinued operations, net 51,713 7,135 - Gain (loss) on real estate dispositions, net - 147,111 280,387 Preferred dividends (66,336) (65,408) (65,406) Loss (income) attributable to noncontrolling interests 6,770 (147) (4,799) (1,595,081) (1,493,443) (1,419,225)Net income (loss) attributable to common stockholders $78,714 $446,745 $818,34467Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31,Same Store Cash NOI Reconciliation: 2013 2014 2015Net operating income from continuing operations: Triple-net $894,621 $1,027,134 $1,200,301 Seniors housing operating 528,163 631,263 701,262 Outpatient medical 250,715 281,114 334,915 Total 1,673,499 1,939,511 2,236,478Adjustments: Triple-net: Non-cash NOI on same store properties (37,153) (55,531) (72,666) NOI attributable to non same store properties (185,859) (280,662) (414,829) Subtotal (223,012) (336,193) (487,495) Seniors housing operating: NOI attributable to non same store properties (275,361) (356,886) (433,831) Subtotal (275,361) (356,886) (433,831) Outpatient medical: Non-cash NOI on same store properties (8,436) (7,494) (6,097) NOI attributable to non same store properties (21,061) (46,693) (95,303) Subtotal (29,497) (54,187) (101,400) Total (527,870) (747,266) (1,022,726)Same store cash net operating income: Triple-net 671,609 690,941 712,806 Seniors housing operating 252,802 274,377 267,431 Outpatient medical 221,218 226,927 233,515 Total $1,145,629 $1,192,245 $1,213,752 Same Store Cash NOI Property Reconciliation: Total properties 1,426 Acquisitions (532) Developments (44) Disposals/Held-for-sale (17) Segment transitions (39) Other(1) (18) Same store properties 776 (1) Includes eleven land parcels, three loans and four previously unconsolidated properties in which we purchased the majority interest during the year.68Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting PoliciesOur consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Managementconsiders accounting estimates or assumptions critical if:· the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertainmatters or the susceptibility of such matters to change; and· the impact of the estimates and assumptions on financial condition or operating performance is material.Management has discussed the development and selection of its critical accounting policies with the Audit Committee of the Board of Directors and theAudit Committee has reviewed the disclosure presented below relating to them. Management believes the current assumptions and other considerations usedto estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, sincethese estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differsfrom the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes couldhave a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our consolidatedfinancial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards. There were noaccounting pronouncements that were issued, but not yet adopted by us, that we believe will materially impact our consolidated financial statements.The following table presents information about our critical accounting policies, as well as the material assumptions used to develop each estimate: Nature of CriticalAccounting EstimateAssumptions/ApproachUsedPrinciples of ConsolidationThe consolidated financial statements include our accounts, the accounts ofour wholly-owned subsidiaries and the accounts of joint venture entities inwhich we own a majority voting interest with the ability to controloperations and where no substantive participating rights or substantive kickout rights have been granted to the noncontrolling interests. In addition,we consolidate those entities deemed to be variable interest entities (VIEs)in which we are determined to be the primary beneficiary. All materialintercompany transactions and balances have been eliminated inconsolidation. We make judgments about which entities are VIEs based on an assessmentof whether (i) the equity investors as a group, if any, do not have acontrolling financial interest, or (ii) the equity investment at risk isinsufficient to finance that entity’s activities without additionalsubordinated financial support. We make judgments with respect to ourlevel of influence or control of an entity and whether we are (or are not) theprimary beneficiary of a VIE. Consideration of various factors includes, butis not limited to, our ability to direct the activities that most significantlyimpact the entity's economic performance, our form of ownership interest,our representation on the entity's governing body, the size and seniority ofour investment, our ability and the rights of other investors to participate inpolicy making decisions, replace the manager and/or liquidate the entity, ifapplicable. Our ability to correctly assess our influence or control over anentity at inception of our involvement or on a continuous basis whendetermining the primary beneficiary of a VIE affects the presentation ofthese entities in our consolidated financial statements. If we perform aprimary beneficiary analysis at a date other than at inception of the variableinterest entity, our assumptions may be different and may result in theidentification of a different primary beneficiary.Income TaxesAs part of the process of preparing our consolidated financial statements,significant management judgment is required to evaluate our compliancewith REIT requirements. Our determinations are based on interpretation of tax laws, and ourconclusions may have an impact on the income tax expense recognized.Adjustments to income tax expense may be required as a result of: (i) auditsconducted by federal and state tax authorities, (ii) our ability to qualify as aREIT, (iii) the potential for built-in-gain recognized related to prior-tax-freeacquisitions of C corporations and (iv) changes in tax laws. Adjustmentsrequired in any given period are included in income. 69Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Nature of CriticalAccounting EstimateAssumptions/ApproachUsed Business CombinationsReal property developed by us is recorded at cost, including thecapitalization of construction period interest. The cost of real propertyacquired is allocated to net tangible and identifiable intangible assetsbased on their respective fair values. Tangible assets primarily consistof land, buildings and improvements. The remaining purchase price isallocated among identifiable intangible assets primarily consisting ofthe above or below market component of in-place leases and the valueof in-place leases. The total amount of other intangible assets acquiredis further allocated to in-place lease values and customer relationshipvalues based on management’s evaluation of the specificcharacteristics of each tenant’s lease and the Company’s overallrelationship with that respective tenant. We make estimates as part of our allocation of the purchase price ofacquisitions to the various components of the acquisition based uponthe relative fair value of each component. The most significantcomponents of our allocations are typically the allocation of fair valueto the buildings as-if-vacant, land and in-place leases. In the case of thefair value of buildings and the allocation of value to land and otherintangibles, our estimates of the values of these components will affectthe amount of depreciation and amortization we record over theestimated useful life of the property acquired or the remaining leaseterm. In the case of the value of in-place leases, we make our bestestimates based on our evaluation of the specific characteristics of eachtenant's lease. Factors considered include estimates of carrying costsduring hypothetical expected lease-up periods, market conditions andcosts to execute similar leases. Our assumptions affect the amount offuture revenue that we will recognize over the remaining lease term forthe acquired in-place leases.We compute depreciation and amortization on our properties using thestraight-line method based on their estimated useful lives which rangefrom 15 to 40 years for buildings and five to 15 years for improvements.Amortization periods for intangibles are based on the remaining life ofthe lease. Allowance for Loan LossesWe maintain an allowance for loan losses in accordance with U.S.GAAP. The allowance for loan losses is maintained at a level believedadequate to absorb potential losses in our loans receivable. Thedetermination of the allowance is based on a quarterly evaluation of alloutstanding loans. If this evaluation indicates that there is a greater riskof loan charge-offs, additional allowances or placement on non-accrualstatus may be required. A loan is impaired when, based on currentinformation and events, it is probable that we will be unable to collectall amounts due as scheduled according to the contractual terms of theoriginal loan agreement. Consistent with this definition, all loans onnon-accrual are deemed impaired. To the extent circumstances improveand the risk of collectability is diminished, we will return these loans tofull accrual status. The determination of the allowance is based on a quarterly evaluation of alloutstanding loans, including general economic conditions and estimatedcollectability of loan payments and principal. We evaluate the collectability ofour loans receivable based on a combination of factors, including, but notlimited to, delinquency status, historical loan charge-offs, financial strength ofthe borrower and guarantors and value of the underlying property. Fair Value of Derivative Instruments The valuation of derivative instruments is accounted for inaccordance with U.S. GAAP, which requires companies to recordderivatives at fair market value on the balance sheet as assets orliabilities. The valuation of derivative instruments requires us to make estimates andjudgments that affect the fair value of the instruments. Fair values of ourforward exchange contracts are estimated using pricing models that considerforward currency spot rates, forward trade rates and discount rates. Fair valuesof our interest rate swaps are estimated by utilizing pricing models thatconsider forward yield curves, discount rates and counterparty credit risk. Suchamounts and their recognition are subject to significant estimates which maychange in the future. 70Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Nature of CriticalAccounting EstimateAssumptions/ApproachUsedRevenue RecognitionRevenue is recorded in accordance with U.S. GAAP, which requires thatrevenue be recognized after four basic criteria are met. These four criteriainclude persuasive evidence of an arrangement, the rendering of service,fixed and determinable income and reasonably assured collectability. If thecollectability of revenue is determined incorrectly, the amount and timingof our reported revenue could be significantly affected. Interest income onloans is recognized as earned based upon the principal amount outstandingsubject to an evaluation of collectability risk. Substantially all of ouroperating leases contain fixed and/or contingent escalating rent structures.Leases with fixed annual rental escalators are generally recognized on astraight-line basis over the initial lease period, subject to a collectabilityassessment. Rental income related to leases with contingent rentalescalators is generally recorded based on the contractual cash rentalpayments due for the period. We recognize resident fees and services, otherthan move-in fees, monthly as services are provided. Lease agreements withresidents generally have a term of one year and are cancelable by theresident with 30 days’ notice. We evaluate the collectability of our revenues and related receivables onan on-going basis. We evaluate collectability based on assumptions andother considerations including, but not limited to, the certainty ofpayment, payment history, the financial strength of the investment’sunderlying operations as measured by cash flows and payment coverages,the value of the underlying collateral and guaranties and currenteconomic conditions.If our evaluation indicates that collectability is not reasonably assured, wemay place an investment on non-accrual or reserve against all or a portionof current income as an offset to revenue. Impairment of Long-Lived AssetsWe review our long-lived assets for potential impairment in accordancewith U.S. GAAP. An impairment charge must be recognized when thecarrying value of a long-lived asset is not recoverable. The carrying valueis not recoverable if it exceeds the sum of the undiscounted cash flowsexpected to result from the use and eventual disposition of the asset. If it isdetermined that a permanent impairment of a long-lived asset has occurred,the carrying value of the asset is reduced to its fair value and an impairmentcharge is recognized for the difference between the carrying value and thefair value. The net book value of long-lived assets is reviewed quarterly on aproperty by property basis to determine if there are indicators ofimpairment. These indicators may include anticipated operating losses atthe property level, the tenant’s inability to make rent payments, a decisionto dispose of an asset before the end of its estimated useful life andchanges in the market that may permanently reduce the value of theproperty. If indicators of impairment exist, then the undiscounted futurecash flows from the most likely use of the property are compared to thecurrent net book value. This analysis requires us to determine ifindicators of impairment exist and to estimate the most likely stream ofcash flows to be generated from the property during the period theproperty is expected to be held. 71 Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. Weseek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate theeffects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may ormay not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match ourvariable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception ofthe future volatility of interest rates. This section is a discussion of the risks associated with potential fluctuations in interest rates and foreign currencyexchange rates. For additional information, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations —Critical Accounting Policies” and Notes 11 and 16 to our consolidated financial statements. We historically borrow on our primary unsecured credit facility to acquire, construct or make loans relating to health care and seniors housing properties.Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our primary unsecured credit facility. Weare subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing maynot be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limitthe amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of theselimitations, our ability to acquire additional properties may be limited. A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value ofour fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings,depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact ofchanges in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments whereby we modeled the change in net presentvalues arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes theanalysis performed as of the dates indicated (in thousands): December 31, 2015 December 31, 2014 Principal balance Fair value change Principal balance Fair value changeSenior unsecured notes $7,965,107 $(519,901) $7,101,655 $(547,358)Secured debt 2,757,123 (91,376) 2,673,480 (93,580)Totals $10,722,230 $(611,277) $9,775,135 $(640,938) Our variable rate debt, including our unsecured line of credit arrangements, is reflected at fair value. At December 31, 2015, we had $2,236,733,000outstanding related to our variable rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annualinterest expense of $22,367,000. At December 31, 2014, we had $983,783,000 outstanding related to our variable rate debt. Assuming no changes inoutstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $9,838,000. We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in thevalue of the Canadian Dollar or Pounds Sterling relative to the U.S. Dollar impacts the amount of net income we earn from our investments in Canada and theUnited Kingdom. Based solely on our results for the twelve months ended December 31, 2015, if these exchange rates were to increase or decrease by 100basis points, our net income from these investments would decrease or increase, as applicable, by less than $1,000,000 for the twelve-month period. We seekto mitigate these underlying foreign currency exposures with non-U.S. denominated borrowings and gains and losses on derivative contracts hedging theseexposures. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and health care propertiesoutside the United States, we may also decide to transact additional business or borrow funds in currencies other than the U.S. Dollar, Canadian Dollars orPounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby wemodeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change infair value. The following table summarizes the results of the analysis performed, excluding cross currency hedge activity (dollars in thousands): December 31, 2015 December 31, 2014 Carrying value Fair value change Carrying value Fair value changeForeign currency exchange contracts $117,452 $1,915 $54,247 $4,242Debt designated as hedges 1,728,979 13,000 1,851,189 13,000Totals $1,846,431 $14,915 $1,905,436 $17,242 72 Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Welltower Inc. We have audited the accompanying consolidated balance sheets of Welltower Inc. as of December 31, 2015 and 2014, and the related consolidatedstatements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included thefinancial statement schedules listed in Item 15(a)(2) of this Form 10-K. These financial statements and schedules are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit alsoincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Welltower Inc. atDecember 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31,2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered inrelation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Note 2 to the consolidated financial statements, the Company changed its presentation of debt issuance costs as a result of the adoption ofthe amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-03, Simplifying the Presentation ofDebt Issuance Costs. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Welltower Inc.’s internalcontrol over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2016 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Toledo, OhioFebruary 18, 2016 73CONSOLIDATED BALANCE SHEETSWELLTOWER, INC. AND SUBSIDIARIES December 31, December 31, 2015 2014Assets (In thousands)Real estate investments: Real property owned: Land and land improvements $2,563,445 $2,046,541 Buildings and improvements 25,522,542 21,799,313 Acquired lease intangibles 1,350,585 1,135,936 Real property held for sale, net of accumulated depreciation 169,950 323,818 Construction in progress 258,968 186,327 Gross real property owned 29,865,490 25,491,935 Less accumulated depreciation and amortization (3,796,297) (3,020,908) Net real property owned 26,069,193 22,471,027 Real estate loans receivable 819,492 380,169 Net real estate investments 26,888,685 22,851,196Other assets: Investments in unconsolidated entities 542,281 744,151 Goodwill 68,321 68,321 Cash and cash equivalents 360,908 473,726 Restricted cash 61,782 79,697 Straight-line receivable 395,562 279,806 Receivables and other assets 706,306 466,026 Total other assets 2,135,160 2,111,727Total assets $29,023,845 $24,962,923 Liabilities and equity Liabilities: Borrowings under primary unsecured credit facility $835,000 $- Senior unsecured notes 8,548,055 7,729,405 Secured debt 3,509,142 2,963,186 Capital lease obligations 75,489 84,049 Accrued expenses and other liabilities 697,191 626,825Total liabilities 13,664,877 11,403,465 Redeemable noncontrolling interests 183,083 86,409 Equity: Preferred stock 1,006,250 1,006,250 Common stock 354,811 328,835 Capital in excess of par value 16,478,300 14,740,712 Treasury stock (44,372) (35,241) Cumulative net income 3,725,772 2,842,022 Cumulative dividends (6,846,056) (5,635,923) Accumulated other comprehensive income (loss) (88,243) (77,009) Other equity 4,098 5,507 Total Welltower Inc. stockholders’ equity 14,590,560 13,175,153 Noncontrolling interests 585,325 297,896Total equity 15,175,885 13,473,049Total liabilities and equity $29,023,845 $24,962,923 See accompanying notes 74CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEWELLTOWER INC. AND SUBSIDIARIES(In thousands, except per share data) Year Ended December 31, 2015 2014 2013Revenues: Rental income $1,598,948 $1,405,767 $1,227,589 Resident fees and services 2,158,031 1,892,237 1,616,290 Interest income 84,141 37,667 32,663 Other income 18,706 7,875 4,066 Total revenues 3,859,826 3,343,546 2,880,608Expenses: Interest expense 492,169 481,039 458,360 Property operating expenses 1,622,257 1,403,358 1,206,813 Depreciation and amortization 826,240 844,130 865,800 General and administrative 147,416 142,943 108,318 Transaction costs 110,926 69,538 133,401 Loss (gain) on derivatives, net (58,427) (1,495) 4,470 Loss (gain) on extinguishment of debt, net 34,677 9,558 (909) Provision for loan losses - - 2,110 Impairment of assets 2,220 - - Other expenses 46,231 10,262 - Total expenses 3,223,709 2,959,333 2,778,363Income from continuing operations before income taxes and income from unconsolidated entities 636,117 384,213 102,245Income tax (expense) benefit (6,451) 1,267 (7,491)Income (loss) from unconsolidated entities (21,504) (27,426) (8,187)Income from continuing operations 608,162 358,054 86,567Discontinued operations: Gain (loss) on sales of properties, net - 6,411 49,138 Income (loss) from discontinued operations, net - 724 2,575 Discontinued operations, net - 7,135 51,713Gain (loss) on real estate dispositions, net 280,387 147,111 -Net income 888,549 512,300 138,280Less: Preferred stock dividends 65,406 65,408 66,336Less: Net income (loss) attributable to noncontrolling interests(1) 4,799 147 (6,770) Net income attributable to common stockholders $818,344 $446,745 $78,714 Average number of common shares outstanding: Basic 348,240 306,272 276,929 Diluted 349,424 307,747 278,761 Earnings per share: Basic: Income from continuing operations attributable to common stockholders, including real estate dispositions $2.35 $1.44 $0.10 Discontinued operations, net - 0.02 0.19 Net income attributable to common stockholders* $2.35 $1.46 $0.28 Diluted: Income from continuing operations attributable to common stockholders, including real estate dispositions $2.34 $1.43 $0.10 Discontinued operations, net - 0.02 0.19 Net income attributable to common stockholders* $2.34 $1.45 $0.28 * Amounts may not sum due to rounding(1) Includes amounts attributable to redeemable noncontrolling interestsSee accompanying notes 75CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)WELLTOWER INC. AND SUBSIDIARIES(In thousands) Year Ended December 31, 2015 2014 2013 Net income $888,549 $512,300 $138,280 Other comprehensive income (loss): Unrecognized gain/(loss) on equity investments - 389 (173) Unrecognized gain/(loss) on cash flow hedges (766) 4,409 1,898 Unrecognized actuarial gain/(loss) 246 (137) 1,522 Foreign currency translation gain/(loss) (46,679) (71,964) (23,247)Total other comprehensive income (loss) (47,199) (67,303) (20,000) Total comprehensive income 841,350 444,997 118,280Total comprehensive income attributable to noncontrolling interests(1) (31,166) (14,678) (13,267)Total comprehensive income attributable to stockholders $810,184 $430,319 $105,013 (1) Includes amounts attributable to redeemable noncontrolling interests. See accompanying notes 76CONSOLIDATED STATEMENTS OF EQUITYWELLTOWER INC. AND SUBSIDIARIES(in thousands) Accumulated Capital in Other PreferredCommonExcess ofTreasuryCumulativeCumulativeComprehensiveOtherNoncontrolling StockStockPar ValueStockNet IncomeDividendsIncomeEquityInterestsTotalBalances at December 31, 2012$1,022,917$260,396$10,543,690$(17,875)$2,184,819$(3,694,579)$(11,028)$6,461$225,718$10,520,519Comprehensive income: Net income 145,050 (5,487) 139,563 Other comprehensive income: (13,503) (6,497) (20,000)Total comprehensive income 119,563Net change in noncontrolling interests 1,109 23,815 128,014 152,938Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 3,852 239,837 (3,388) (1,555) 238,746Net proceeds from sale of common stock 23,000 1,607,281 1,630,281Net proceeds from sale of preferred stock Equity component of convertible debt 988 (1,543) (555)Equity consideration in business combinations Proceeds from issuance of preferred shares Redemption of preferred stock Conversion of preferred stock (5,556) 116 5,440 -Option compensation expense 1,114 1,114Cash dividends paid: Common stock cash dividends (839,939) (839,939) Preferred stock cash dividends (66,336) (66,336)Balances at December 31, 2013 1,017,361 289,461 12,418,520 (21,263) 2,329,869 (4,600,854) (24,531) 6,020 341,748 11,756,331Comprehensive income: Net income 512,153 (342) 511,811 Other comprehensive income: (52,478) (14,825) (67,303)Total comprehensive income 444,508Net change in noncontrolling interests (17,653) (28,685) (46,338)Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 4,958 297,975 (13,978) (1,425) 287,530Net proceeds from sale of common stock 33,925 2,030,057 2,063,982Equity component of convertible debt 258 935 1,193Equity consideration in business combinations Proceeds from issuance of preferred shares Redemption of preferred stock Conversion of preferred stock (11,111) 233 10,878 -Option compensation expense 912 912Cash dividends paid: Common stock cash dividends (969,661) (969,661) Preferred stock cash dividends (65,408) (65,408)Balances at December 31, 2014 1,006,250 328,835 14,740,712 (35,241) 2,842,022 (5,635,923) (77,009) 5,507 297,896 13,473,049Comprehensive income: Net income 883,750 4,878 888,628 Other comprehensive income: (11,234) (35,965) (47,199)Total comprehensive income 841,429Net change in noncontrolling interests (23,077) 318,516 295,439Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 4,400 305,022 (9,131) (2,107) 298,184Net proceeds from sale of common stock 20,246 1,450,212 1,470,458Equity component of convertible debt 1,330 5,431 6,761Option compensation expense 698 698Cash dividends paid: Common stock cash dividends (1,144,727) (1,144,727) Preferred stock cash dividends (65,406) (65,406)Balances at December 31, 2015$1,006,250$354,811$16,478,300$(44,372)$3,725,772$(6,846,056)$(88,243)$4,098$585,325$15,175,885 See accompanying notes 77CONSOLIDATED STATEMENTS OF CASH FLOWSWELLTOWER INC. AND SUBSIDIARIES Year Ended December 31,(In thousands) 2015 2014 2013Operating activities Net income $888,549 $512,300 $138,280Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 826,240 844,130 873,960 Other amortization expenses 4,991 6,971 8,097 Provision for loan losses - - 2,110 Impairment of assets 2,220 - - Stock-based compensation expense 30,844 32,075 20,177 Loss (gain) on derivatives, net (58,427) (1,495) 4,470 Loss (gain) on extinguishment of debt, net 34,677 9,558 (909) Loss (income) from unconsolidated entities 21,504 27,426 8,187 Rental income in excess of cash received (115,756) (74,552) (46,068) Amortization related to above (below) market leases, net 4,018 739 460 Loss (gain) on sales of properties, net (280,387) (153,522) (49,138) Other (income) expense, net 31,979 - - Distributions by unconsolidated entities 637 9,060 8,885 Increase (decrease) in accrued expenses and other liabilities (18,099) (48,381) 67,557 Decrease (increase) in receivables and other assets 478 (25,639) (47,571)Net cash provided from (used in) operating activities 1,373,468 1,138,670 988,497 Investing activities Cash disbursed for acquisitions (3,364,891) (2,210,600) (3,597,955) Cash disbursed for capital improvements to existing properties (187,752) (132,780) (135,832) Cash disbursed for construction in progress (244,561) (197,881) (247,560) Capitalized interest (8,670) (7,150) (6,700) Investment in real estate loans receivable (598,722) (202,207) (117,059) Other investments, net of payments (141,994) (100,033) (15,634) Principal collected on real estate loans receivable 131,830 105,496 102,886 Contributions to unconsolidated entities (160,323) (353,496) (99,769) Distributions by unconsolidated entities 130,880 57,183 30,853 Proceeds from (payments on) derivatives 106,360 10,269 (6,803) Decrease (increase) in restricted cash 29,719 (6,072) 79,957 Proceeds from sales of real property 823,964 911,065 482,023Net cash provided from (used in) investing activities (3,484,160) (2,126,206) (3,531,593) Financing activities Net increase (decrease) under unsecured lines of credit arrangements 835,000 (130,000) 130,000 Proceeds from issuance of senior unsecured notes 1,451,434 773,992 1,756,192 Payments to extinguish senior unsecured notes (558,830) (365,188) (517,625) Net proceeds from the issuance of secured debt 228,685 109,503 89,208 Payments on secured debt (573,390) (341,839) (674,103) Net proceeds from the issuance of common stock 1,755,722 2,343,868 1,854,637 Decrease (increase) in deferred loan expenses (11,513) (16,782) (13,503) Contributions by noncontrolling interests(1) 173,018 9,962 5,072 Distributions to noncontrolling interests(1) (50,877) (43,691) (35,592) Acquisitions of noncontrolling interests (5,663) (1,175) (23,247) Cash distributions to stockholders (1,210,133) (1,035,069) (906,275) Other financing activities (27,004) (409) 2,906Net cash provided from (used in) financing activities 2,006,449 1,303,172 1,667,670 Effect of foreign currency translation on cash and cash equivalents (8,575) (690) 442 Increase (decrease) in cash and cash equivalents (112,818) 314,946 (874,984)Cash and cash equivalents at beginning of period 473,726 158,780 1,033,764Cash and cash equivalents at end of period $360,908 $473,726 $158,780 Supplemental cash flow information: Interest paid $492,771 $504,165 $447,108 Income taxes paid 12,214 18,548 12,110 (1) Includes amounts attributable to redeemable noncontrolling interests.See accompanying notes.78WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Business Welltower Inc. (formerly Health Care REIT, Inc.), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health careinfrastructure. The Company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructureneeded to scale innovative care delivery models and improve people’s wellness and overall health care experience. WelltowerTM, a real estate investmenttrust (“REIT”), owns 1,482 properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing andpost-acute communities and outpatient medical properties. Founded in 1970, we were the first REIT to invest exclusively in health care facilities. 2. Accounting Policies and Related MattersPrinciples of Consolidation The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture (“JV”) entities that we control, throughvoting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of JV transactions, weidentify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which businessenterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not havea controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financialsupport. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810,Consolidations (“ASC 810”), requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated on acontinuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’seconomic performance. For investments in JVs, we evaluate the type of rights held by the limited partner(s), which may preclude consolidation incircumstances in which the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners’ rights and theirimpact on the presumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole generalpartner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partnerincreases or decreases its ownership in the limited partnership, or (iii) there is an increase or decrease in the number of outstanding limited partnershipinterests. We similarly evaluate the rights of managing members of limited liability companies.Use of Estimates The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimatesand assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.Revenue Recognition Revenue is recorded in accordance with U.S. GAAP, which requires that revenue be recognized after four basic criteria are met. These four criteria includepersuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Interest income onloans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risk. Substantially all of our operatingleases contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial leaseperiod, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractualcash rental payments due for the period. Leases in our outpatient medical portfolio typically include some form of operating expense reimbursement by thetenant. Certain payments made to operators are treated as lease incentives and amortized as a reduction of revenue over the lease term. We recognize residentfees and services, other than move-in fees, monthly as services are provided. Lease agreements with residents generally have a term of one year and arecancelable by the resident with 30 days’ notice.Cash and Cash Equivalents Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.Restricted Cash Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvementsand amounts held in escrow relating to acquisitions we are entitled to receive over a period of time as outlined in the escrow agreement.Deferred Loan Expenses Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt 79WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS arrangements. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest method.Investments in Unconsolidated Entities Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reportedunder the equity method of accounting. Under the equity method, our share of the investee’s earnings or losses is included in our consolidated results ofoperations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives ofthe related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. The initial carrying value of investmentsin unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of the assets prior to the sale of interests inthe entity. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investmentto its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, animpairment is recorded.Marketable Securities We classify marketable securities as available-for-sale. These securities are carried at their fair value with unrealized gains and losses recognized instockholders’ equity as a component of accumulated other comprehensive income (loss). When we determine declines in fair value of marketable securitiesare other-than-temporary, a loss is recognized in earnings.Redeemable Noncontrolling Interests Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of(i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensiveincome or loss and dividends or (ii) the redemption value. If it is probable that the interests will be redeemed in the future, we accrete the carrying value tothe redemption value over the period until expected redemption, currently a weighted-average period of approximately four years. In accordance with ASC810, the redeemable noncontrolling interests are classified outside of permanent equity, as a mezzanine item, in the balance sheet. At December 31, 2015, thecurrent redemption value of redeemable noncontrolling interests exceeded the carrying value of $183,083,000 by $116,000,000. During 2014 and 2015, we entered into DownREIT partnerships which give a real estate seller the ability to exchange its property on a tax deferred basisfor equity membership interests (“OP units”). The OP units may be redeemed any time following the first anniversary of the date of issuance at the election ofthe holders for one share of our common stock per unit or, at our option, cash.Real Property Owned Real property developed by us is recorded at cost, including the capitalization of construction period interest. Expenditures for repairs and maintenanceare expensed as incurred. Property acquisitions are accounted for as business combinations where we measure the assets acquired, liabilities (includingassumed debt and contingencies) and any noncontrolling interests at their fair values on the acquisition date. The cost of real property acquired, whichrepresents substantially all of the purchase price, is allocated to net tangible and identifiable intangible assets based on their respective fair values. Theseproperties are depreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years forimprovements. Tangible assets primarily consist of land, buildings and improvements, including those related to capital leases. We consider costs incurred inconjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and,accordingly, such costs are reflected as investment activities in our statement of cash flows. The remaining purchase price is allocated among identifiable intangible assets primarily consisting of the above or below market component of in-placeleases and the value associated with the presence of in-place tenants or residents. The value allocable to the above or below market component of theacquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of thedifference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts thatwould be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired leaseintangibles and below market leases are included in other liabilities in the balance sheet and are amortized to rental income over the remaining terms of therespective leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenantsbased on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant.Characteristics considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant,growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The totalamount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associatedwith lost revenue related to 80WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS tenant reimbursable operating costs that would be incurred in an assumed re-leasing period, and (ii) value associated with lost rental revenue from existingleases during an assumed re-leasing period. This intangible asset will be amortized over the remaining life of the lease. The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that the assetsmay be impaired or that the depreciable life may need to be changed. We consider external factors relating to each asset and the existence of a master leasewhich may link the cash flows of an individual asset to a larger portfolio of assets leased to the same tenant. If these factors and the projected undiscountedcash flows of the asset over the remaining depreciation period indicate that the asset will not be recoverable, the carrying value is reduced to the estimatedfair market value. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing andhealth care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price oron terms acceptable to us.Capitalization of Construction Period Interest We capitalize interest costs associated with funds used for the construction of properties owned directly by us. The amount capitalized is based upon thebalance outstanding during the construction period using the rate of interest which approximates our cost of financing. We capitalize interest costs related toconstruction of real property owned by us. Our interest expense reflected in the consolidated statements of comprehensive income has been reduced by theamounts capitalized.Gain on Sale of Assets We recognize sales of assets only upon the closing of the transaction with the purchaser. Payments received from purchasers prior to closing are recordedas deposits and classified as other assets on our consolidated balance sheets. Gains on assets sold are recognized using the full accrual method upon closingwhen (i) the collectability of the sales price is reasonably assured, (ii) we are not obligated to perform significant activities after the sale to earn the profit, (iii)we have received adequate initial investment from the purchaser and (iv) other profit recognition criteria have been satisfied. Gains may be deferred in wholeor in part until the sales satisfy the requirements of gain recognition on sales of real estate.Real Estate Loans Receivable Real estate loans receivable consist of mortgage loans and other real estate loans. Interest income on loans is recognized as earned based upon theprincipal amount outstanding subject to an evaluation of collectability risks. The loans are primarily collateralized by a first, second or third mortgage lien, aleasehold mortgage on, or an assignment of the partnership interest in, the related properties, corporate guaranties and/or personal guaranties.Allowance for Losses on Loans Receivable The allowance for losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. Thedetermination of the allowance is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loanpayments. We evaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, delinquency status,historical loan charge-offs, financial strength of the borrower and guarantors and value of the underlying collateral. If such factors indicate that there isgreater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on currentinformation and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the original loanagreement. Consistent with this definition, all loans on non-accrual are deemed impaired. To the extent circumstances improve and the risk of collectabilityis diminished, we will return these loans to full accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstandingprincipal balance.Goodwill We account for goodwill in accordance with U.S. GAAP. Goodwill is tested annually for impairment and is tested for impairment more frequently if eventsand circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill,exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. We have not had anygoodwill impairments. Fair Value of Derivative Instruments Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates andjudgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curvesand discount rates. The fair value of our forward exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward traderates and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. See Note 11 foradditional information.81WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Federal Income Tax We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), commencingwith our first taxable year, and made no provision for federal income tax purposes prior to our acquisition of our “taxable REIT subsidiaries.” As a result ofthese as well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as taxable REITsubsidiaries under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for deferred income taxesusing the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have beenincluded in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between thefinancial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Anyincrease or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected futuretax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and taxcredit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not berealized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about therealizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 18 for additional information.Foreign Currency Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreignsubsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates ineffect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component ofstockholders’ equity, on our consolidated balance sheets. We record transaction gains and losses in our consolidated statements of comprehensive income.Earnings Per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding forthe period adjusted for non-vested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except thatthe number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive commonshares had been issued.New Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is acomprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer atan amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, andinterim periods within those years, beginning after December 15, 2017, and early adoption is permitted beginning after December 15, 2016. We are currentlyevaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adoptthe standard. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”), whichmakes certain changes to both the variable interest model and the voting interest model, including changes to (1) the identification of variable interests (feespaid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primarybeneficiary determination. ASU 2015-02 is effective beginning January 1, 2016. We are continuing to evaluate this guidance; however, we do not expect itsadoption to have a significant impact on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which requires that debtissuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The recognition and measurement guidance for debt issuance costs are not affected. Also in August 2015, the FASB issued ASU No. 2015-15, “Presentationand Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”), which clarifies the SEC staff’sposition not objecting to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing such costs, regardless of whetherthere are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-03 and 2015-15 for the year ended December 31, 2015. There were deferred financing costs of $56,696,000 and $51,373,000 as of December 31, 2015 and 2014, respectively, that are now classified within seniorunsecured notes and secured debt on our Consolidated Balance Sheets. In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). Thisguidance eliminated the requirement that an acquirer in a business combination account for adjustments it makes to the provisional amounts retrospectively. Instead, an acquirer recognizes these measurement-period adjustments during the 82WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS period in which they are determined, including the effect on earnings of any amounts the acquirer would have recorded in previous periods if the accountinghad been completed at the acquisition date. ASU 2015-16 is effective beginning January 1, 2016. We are continuing to evaluate this guidance; however, wedo not expect its adoption to have a significant impact on our consolidated financial statements.Reclassifications Certain amounts in prior years have been reclassified to conform to current year presentation. 3. Real Property Acquisitions and Development The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets, liabilities and noncontrollinginterests based upon their respective fair values in accordance with our accounting policies. The results of operations for these acquisitions have beenincluded in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarilyrepresent costs incurred with property acquisitions, including due diligence costs, fees for legal and valuation services and termination of pre-existingrelationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Certain of our subsidiaries’functional currencies are the local currencies of their respective countries. See Note 2 for information regarding our foreign currency policies. During theyear ended December 31, 2015, we finalized our purchase price allocation of certain previously reported acquisitions and there were no material changesfrom those previously disclosed. Triple-Net Activity The following provides our purchase price allocations and other triple-net real property investment activity for the periods presented (in thousands): Year Ended December 31, 2015(1) 2014 2013Land and land improvements $ 142,854 $141,387 $54,596Buildings and improvements 1,358,717 1,365,638 360,594Acquired lease intangibles 4,408 19,196 -Restricted cash 6 - 189Receivables and other assets 194 4,895 1,020 Total assets acquired(2) 1,506,179 1,531,116 416,399Secured debt (47,741) (130,638) (9,810)Senior unsecured notes - (48,567) -Accrued expenses and other liabilities (2,905) (9,067) (540) Total liabilities assumed (50,646) (188,272) (10,350)Noncontrolling interests (13,465) - -Non-cash acquisition related activity(3) (38,355) (3,453) (12,207) Cash disbursed for acquisitions 1,403,713 1,339,391 393,842Construction in progress additions 143,140 135,349 145,624Less: Capitalized interest (5,699) (4,582) (4,828) Accruals Foreign currency translation (167) 421 - Non-cash related activity - (14,459) -Cash disbursed for construction in progress 137,274 116,729 140,796Capital improvements to existing properties 45,293 18,901 35,912 Total cash invested in real property, net of cash acquired $ 1,586,280 $1,475,021 $570,550 (1) Includes acquisitions with an aggregate purchase price of $910,433,000 for which the allocation of the purchase price consideration is preliminary and subject tochange. (2) Excludes $16,572,000, $1,382,000, and $0 of cash acquired during the year ended December 31, 2015, 2014 and 2013, respectively. (3) For the year ended December 31, 2015, $23,288,000 relates to the acquisition of assets previously financed as real estate loans receivable and $6,743,000previously financed as equity investments. For the year ended December 31, 2013, $12,204,000 relates to an asset swap transaction. Please refer to Notes 5 and 6. 83WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Seniors Housing Operating Activity Acquisitions of seniors housing operating properties are structured under RIDEA, which is described in Note 18. This structure results in the inclusion ofall resident revenues and related property operating expenses from the operation of these qualified health care properties in our consolidated statements ofcomprehensive income. The following is a summary of our seniors housing operating real property investment activity for the periods presented (in thousands): Year Ended December 31, 2015(1) 2014 2013Land and land improvements $ 218,581 $57,534 $445,152Buildings and improvements 2,367,486 297,314 4,275,046Acquired lease intangibles 187,512 12,983 396,444Construction in progress - 27,957 -Restricted cash 11,798 804 44,427Receivables and other assets 29,501 9,327 79,564 Total assets acquired(2) 2,814,878 405,919 5,240,633Secured debt (871,471) (19,834) (1,275,245)Senior unsecured notes (24,621) - -Accrued expenses and other liabilities (81,778) (17,802) (96,709) Total liabilities assumed (977,870) (37,636) (1,371,954)Noncontrolling interests (183,854) (482) (232,575)Non-cash acquisition related activity(3) - - (555,563) Cash disbursed for acquisitions 1,653,154 367,801 3,080,541Construction in progress additions 44,173 12,291 3,894Less: Capitalized interest (1,740) (714) (57)Less: Foreign currency translation (2,499) (2,012) -Cash disbursed for construction in progress 39,934 9,565 3,837Capital improvements to existing properties 104,308 86,803 72,258 Total cash invested in real property, net of cash acquired $ 1,797,396 $464,169 $3,156,636 (1) Includes an aggregate purchase price of $2,002,698,000 relating to acquisitions for which the allocation of the purchase price consideration is preliminary and subject tochange. (2) Excludes $30,930,000, $9,060,000 and $92,148,000 of cash acquired during the years ended December 31, 2015, 2014 and 2013, respectively. (3) Represents Sunrise Senior Living loan and noncontrolling interest acquisitions during the first quarter of 2013. 84WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Outpatient Medical Activity Accrued contingent consideration related to certain outpatient medical acquisitions was $0, $27,374,000 and $26,187,000 as of December 31, 2015,2014 and 2013, respectively. The following is a summary of our outpatient medical real property investment activity for the periods presented (inthousands): Year Ended December 31, 2015(1) 2014 2013Land and land improvements $ 176,689 $63,129 $14,515Buildings and improvements 317,484 567,847 156,087Acquired lease intangibles 45,226 46,661 9,432Restricted cash - - 505Receivables and other assets 939 - 344 Total assets acquired(2) 540,338 677,637 180,883Secured debt (120,977) (66,113) (55,884)Accrued expenses and other liabilities (7,777) (22,293) (1,041) Total liabilities assumed (128,754) (88,406) (56,925)Noncontrolling interests (76,535) (39,987) (386)Non-cash acquisition related activity(3) (27,025) (45,836) - Cash disbursed for acquisitions 308,024 503,408 123,572Construction in progress additions 70,560 99,878 123,494Less: Capitalized interest (1,286) (1,854) (1,815) Accruals(4) (1,921) (26,437) (18,752)Cash disbursed for construction in progress 67,353 71,587 102,927Capital improvements to existing properties 38,151 27,076 27,662 Total cash invested in real property, net of cash acquired $ 413,528 $602,071 $254,161 (1) Includes acquisitions with an aggregate purchase price of $91,829,000 for which the allocation of the purchase price consideration is preliminary and subject to change. (2) Excludes $5,522,000, $0 and $0 of cash acquired during the years ended December 31, 2015, 2014 and 2013, respectively. (3) Non-cash activity relates to the acquisition of a controlling interest in a portfolio of properties that was historically reported as an unconsolidated property investment for theyear ended December 31, 2015. For the year ended December 31, 2014, the non-cash activity relates to an acquisition of assets previously financed as real estate loans. Pleaserefer to Note 6 for additional information. (4) Represents non-cash consideration accruals for amounts to be paid in future periods relating to properties that converted in the periods noted above. Construction Activity The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Development projects: Triple-net $104,844 $71,569 $133,181 Seniors housing operating 19,869 - - Outpatient medical 16,592 127,290 127,363 Total development projects 141,305 198,859 260,544 Expansion projects 38,808 24,804 26,395Total construction in progress conversions $180,113 $223,663 $286,939 At December 31, 2015, future minimum lease payments receivable under operating leases (excluding properties in our seniors housing operatingpartnerships and excluding any operating expense reimbursements) are as follows (in thousands):85WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2016 $1,403,7452017 1,402,0872018 1,392,1882019 1,350,7362020 1,338,549Thereafter 11,353,245Totals $18,240,550 4. Real Estate Intangibles The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands): December 31, 2015 December 31, 2014Assets: In place lease intangibles $1,179,537 $988,290 Above market tenant leases 67,529 65,684 Below market ground leases 80,224 62,426 Lease commissions 23,295 19,536 Gross historical cost 1,350,585 1,135,936 Accumulated amortization (881,096) (776,501) Net book value $469,489 $359,435 Weighted-average amortization period in years 13.4 17.7 Liabilities: Below market tenant leases $93,089 $91,168 Above market ground leases 7,907 7,859 Gross historical cost 100,996 99,027 Accumulated amortization (46,048) (40,891) Net book value $54,948 $58,136 Weighted-average amortization period in years 14.5 14.4 The following is a summary of real estate intangible amortization for the periods presented (in thousands): Year Ended December 31, 2015 2014 2013Rental income related to above/below market tenant leases, net $(2,746) $509 $748Property operating expenses related to above/below market ground leases, net (1,272) (1,248) (1,208)Depreciation and amortization related to in place lease intangibles and leasecommissions (115,855) (214,966) (246,938) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):86WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Assets Liabilities2016 $137,635 $7,5232017 81,166 6,8122018 47,283 6,1852019 25,582 5,7752020 22,163 5,294Thereafter 155,660 23,359Totals $469,489 $54,948 5. Dispositions, Assets Held for Sale and Discontinued OperationsWe periodically sell properties for various reasons, including favorable market conditions or the exercise of tenant purchase options. Impairment of assetsas reflected in our consolidated statements of comprehensive income relate to properties designated as held for sale and represent the charges necessary toadjust the carrying values to estimated fair values less costs to sell based on current sales price expectations. The following is a summary of our real propertydisposition activity for the periods presented (in thousands): Year Ended December 31, 2015 December 31, 2014 December 31, 2013Real property dispositions: Triple-net $356,300 $747,720 $189,572 Outpatient medical(1) 181,553 45,695 259,367 Land parcels 5,724 - - Total dispositions 543,577 793,415 448,939Gain (loss) on sales of real property, net 280,387 153,522 49,138Seller financing on sales of real property - - (3,850)Non-cash disposition activity - (35,872) (12,204)Proceeds from real property sales $823,964 $911,065 $482,023 (1) Dispositions occurring in the year ended December 31, 2015 primarily relate to the disposition of an unconsolidated equity investment with Forest City Enterprises. Dispositions and Assets Held for Sale Pursuant to our adoption of ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360):Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08”), operating results attributable to propertiessold subsequent to or classified as held for sale after January 1, 2014 and which do not meet the definition of discontinued operations are no longerreclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periodspresented (in thousands): Year Ended December 31, 2015 2014 2013 Revenues: Rental income $35,241 $115,759 $132,797 Expenses: Interest expense 5,503 24,046 26,660 Property operating expenses 6,102 7,669 8,970 Provision for depreciation 6,342 35,239 41,494 Total expenses 17,947 66,954 77,124 Income (loss) from real estate dispositions, net $17,294 $48,805 $55,673 Discontinued Operations We have reclassified the income and expenses attributable to all properties sold prior to or held for sale at January 1, 2014 to discontinued operations inaccordance with ASU 2014-08. The following illustrates the reclassification impact as reported in our Consolidated Statements of Comprehensive Income asa result of classifying these properties as discontinued operations for the years presented (in thousands): 87WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2015 2014 2013Revenues: Rental income $- $881 $18,377Expenses: Interest expense - 157 4,246 Property operating expenses - - 3,396 Provision for depreciation - - 8,160Income (loss) from discontinued operations, net $- $724 $2,575 6. Real Estate Loans Receivable The following is a summary of our real estate loans receivable (in thousands): December 31, 2015 2014Mortgage loans $635,492 $188,651Other real estate loans 184,000 191,518Totals $819,492 $380,169 The following is a summary of our real estate loan activity for the periods presented (in thousands): Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Outpatient Outpatient Outpatient Triple-netMedicalTotals Triple-netMedicalTotals Triple-netMedicalTotalsAdvances on real estate loansreceivable: Investments in new loans $530,497$-$530,497 $61,730$60,902$122,632 $41,180$4,095$45,275 Draws on existing loans 65,614 2,611 68,225 59,420 20,155 79,575 71,315 4,319 75,634 Sub-total 596,111 2,611 598,722 121,150 81,057 202,207 112,495 8,414 120,909 Less: Seller financing onproperty sales - - - - - - (3,850) - (3,850) Net cash advances on realestate loans 596,111 2,611 598,722 121,150 81,057 202,207 108,645 8,414 117,059Receipts on real estate loansreceivable: Loan payoffs 121,778 - 121,778 71,004 48,258 119,262 69,596 - 69,596 Principal payments on loans 33,340 - 33,340 31,998 72 32,070 33,216 74 33,290 Sub-total 155,118 - 155,118 103,002 48,330 151,332 102,812 74 102,886 Less: Non-cash activity(1) (23,288) - (23,288) - (45,836) (45,836) - - - Net cash receipts on real estateloans 131,830 - 131,830 103,002 2,494 105,496 102,812 74 102,886Net cash advances (receipts) onreal estate loans 464,281 2,611 466,892 18,148 78,563 96,711 5,833 8,340 14,173Change in balance due to foreigncurrency translation (4,281) - (4,281) (2,852) - (2,852) 1,402 - 1,402Net change in real estate loansreceivable $436,712$2,611$439,323 $15,296$32,727$48,023 $7,235$8,340$15,575 (1) Represents an acquisition of assets previously financed as a real estate loan. Please see Note 3 for additional information. The following is a summary of the allowance for losses on loans receivable for the periods presented (in thousands):88WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2015 2014 2013Balance at beginning of year $- $- $-Provision for loan losses - - 2,110Charge-offs - - (2,110)Balance at end of year $- $- $- The following is a summary of our loan impairments (in thousands): Year Ended December 31, 2015 2014 2013Balance of impaired loans at end of year $- $21,000 $500Allowance for loan losses - - -Balance of impaired loans not reserved $- $21,000 $500Average impaired loans for the year $10,500 $10,750 $2,365Interest recognized on impaired loans(1) - 757 206 (1) Represents interest recognized prior to placement on non-accrual status. 7. Investments in Unconsolidated Entities We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for theseproperties have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our statementsof comprehensive income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollarsin thousands): PercentageOwnership(1) December 31, 2015 December 31, 2014 Triple-net10% to 49% $36,351 $31,511 Seniors housing operating10% to 50% 499,537 539,147 Outpatient medical36% to 49% 6,393 173,493 Total $542,281 $744,151 (1) Excludes ownership of in-substance real estate. At December 31, 2015, the aggregate unamortized basis difference of our joint venture investments of $158,204,000 is primarily attributable toappreciation of the underlying properties and transaction costs. This difference will be amortized over the remaining useful life of the related properties andincluded in the reported amount of income from unconsolidated entities. Summary combined financial information for our investments in unconsolidatedentities held as of December 31, 2015 is as follows (dollars in thousands): December 31, 2015 December 31, 2014Net real estate investments$1,359,034 $2,107,201Other assets 2,241,084 992,637Total assets 3,600,118 3,099,838Total liabilities 2,769,093 1,769,457Redeemable noncontrolling interests 14,024 40,525Total equity$817,001 $1,289,856 Year Ended December 31, 2015 2014 2013Total revenues$2,947,993 $1,879,240 $1,739,381Net income (loss) (40,116) 5,002 (15,265) 89WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Credit Concentration We use net operating income from continuing operations (“NOI”) as our credit concentration metric. See Note 17 for additional information andreconciliation. The following table summarizes certain information about our credit concentration for the year ended December 31, 2015, excluding ourshare of NOI in unconsolidated entities (dollars in thousands): Number of Total Percent ofConcentration by relationship:(1) Properties NOI NOI(2) Genesis Healthcare 187 $371,170 17% Sunrise Senior Living(3) 148 299,697 13% Brookdale Senior Living 148 166,792 7% Revera 97 109,778 5% Benchmark Senior Living 50 98,887 4% Remaining portfolio 796 1,191,245 54% Totals 1,426 $2,237,569 100% (1) Genesis Healthcare is in our triple-net segment. Sunrise Senior Living and Revera are in our seniors housing operating segment. Brookdale Senior Living and BenchmarkSenior Living are in both our triple-net and seniors housing operating segments. (2) Investments with our top five relationships comprised 49% of NOI in 2014. (3) For the year ended December 31, 2015, we recognized $948,347,000 of revenue from Sunrise Senior Living. 9. Borrowings Under Credit Facilities and Related Items At December 31, 2015, we had a primary unsecured credit facility with a consortium of 28 banks that includes a $2,500,000,000 unsecured revolvingcredit facility, a $500,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. We have an option,through an accordion feature, to upsize the unsecured revolving credit facility and the $500,000,000 unsecured term credit facility by up to an additional$1,000,000,000 and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecuredcredit facility also allows us to borrow up to $500,000,000 in alternate currencies (none outstanding at December 31, 2015). Borrowings under the unsecuredrevolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate (1.347% at December 31, 2015). The applicablemargin is based on certain of our debt ratings and was 0.925% at December 31, 2015. In addition, we pay a facility fee quarterly to each bank based on thebank’s commitment amount. The facility fee depends on certain of our debt ratings and was 0.15% at December 31, 2015. The primary unsecured creditfacility is scheduled to expire October 31, 2018 and can be extended for an additional year at our option. The following information relates to aggregate borrowings under the primary unsecured revolving credit facility for the periods presented (dollars inthousands): Year Ended December 31, 2015 2014 2013Balance outstanding at year end(1) $835,000 $- $130,000Maximum amount outstanding at any month end $835,000 $637,000 $1,019,050Average amount outstanding (total of daily principal balances divided by days in period) $452,644 $207,452 $488,842Weighted-average interest rate (actual interest expense divided by average borrowings outstanding) 1.17% 1.50% 1.45% (1) As of December 31, 2015, letters of credit in the aggregate amount of $54,925,000 have been issued which reduce the available borrowing capacity on the primary unsecuredcredit facility. 10. Senior Unsecured Notes and Secured DebtWe may repurchase, redeem or refinance convertible and non-convertible senior unsecured notes from time to time, taking advantage of favorable marketconditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, insome cases, through the early redemption of such securities pursuant to their terms. The non-convertible senior unsecured notes are redeemable at ouroption, at any time in whole or from time to time in part, at a redemption price equal to the sum of (1) the principal amount of the notes (or portion of suchnotes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notesin connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidityrequirements, contractual restrictions and other factors. At December 31, 2015, the annual principal payments due on these 90WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS debt obligations were as follows (in thousands): Senior Secured Unsecured Notes(1,2) Debt (1,3) Totals 2016 $400,000 $547,325 $947,325 2017 450,000 476,661 926,661 2018 450,000 650,763 1,100,763 2019(4,5) 1,280,649 380,588 1,661,237 2020(6) 666,779 173,833 840,612 Thereafter(7,8,9) 5,398,330 1,249,037 6,647,367 Totals $8,645,758 $3,478,207 $12,123,965 (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the consolidatedbalance sheet. (2) Annual interest rates range from 1.4% to 6.5%. (3) Annual interest rates range from 1.0% to 7.98%. Carrying value of the properties securing the debt totaled $6,285,511,000 at December 31, 2015. (4) On July 25, 2014, we refinanced the funding on a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $180,649,000 based on the Canadian/U.S.Dollar exchange rate on December 31, 2015). The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at theCanadian Dealer Offered Rate plus 97.5 basis points (1.8% at December 31, 2015). (5) On July 25, 2014, we refinanced the funding on a $500,000,000 unsecured term credit facility. The loan matures on October 31, 2018 (with an option to extend for oneadditional year at our discretion) and bears interest at LIBOR plus 97.5 basis points (1.4% at December 31, 2015). (6) In November 2015, one of our wholly-owned subsidiaries issued and we guaranteed $300,000,000 of Canadian-denominated 3.35% senior unsecured notes due 2020(approximately $216,779,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2015). (7) On November 20, 2013, we completed funding on £550,000,000 (approximately $811,030,000 based on the Sterling/U.S. Dollar exchange rate on December 31, 2015) of 4.8%senior unsecured notes due 2028. (8) On November 25, 2014, we completed funding on £500,000,000 (approximately $737,300,000 based on the Sterling/U.S. Dollar exchange rate on December 31, 2015) of 4.5%senior unsecured notes due 2034. (9) In May 2015, we issued $750,000,000 of 4.0% senior unsecured notes due 2025. In October 2015, we issued an additional $500,000,000 of these notes under a re-opening ofthe offer. The following is a summary of our senior unsecured note principal activity during the periods presented (dollars in thousands): Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest Rate Beginning balance $ 7,817,154 4.385% $ 7,421,707 4.395% $ 5,894,403 4.675%Debt issued 1,475,540 3.901% 838,804 4.572% 2,036,930 3.824%Debt assumed 24,621 6.000% - 0.000% - 0.000%Debt extinguished (300,000) 6.200% (298,567) 5.855% (300,000) 6.000%Debt redeemed (240,249) 3.303% (59,143) 3.000% (219,295) 3.000%Foreign currency (131,308) 3.966% (85,647) 4.222% 9,669 3.993%Ending balance $ 8,645,758 4.237% $ 7,817,154 4.385% $ 7,421,707 4.395% During the twelve months ended December 31, 2010, we issued $494,403,000 of 3.00% senior unsecured convertible notes due December 2029. The notesare convertible, in certain circumstances, into cash and, if applicable, shares of common stock at an initial conversion rate of 19.5064 shares per $1,000principal amount of notes, which represents an initial conversion price of $51.27 per share. In general, upon conversion, the holder of each note wouldreceive, in respect of the conversion value of such note, cash up to the principal amount of such note and common stock for the note’s conversion value inexcess of such principal amount. In addition, on each of December 1, 2019 and December 1, 2024, holders may require us to purchase all or a portion of theirnotes at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest. The notes arebifurcated into a debt component and an equity component since they may be settled in cash upon conversion. The value of the debt component is basedupon the estimated fair value of a similar debt instrument without the conversion feature at the time of issuance. The difference between the contractualprincipal on the debt and the value allocated to the debt of $29,925,000 was recorded as an equity component and represents the conversion feature of theinstrument. The excess of the contractual principal amount of the debt over its estimated fair value is amortized to interest expense using the effective interestmethod over the period used to estimate the fair value. During the year ended December 31, 2015, we received notice of conversion from holders of$215,965,000 of the senior unsecured convertible notes, representing the remaining balance. These notes were converted into 366,211 shares of commonstock and we recognized a loss on extinguishment of $5,881,000, which is reflected on the consolidated statement of comprehensive income. 91WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Weighted Avg. Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Amount Interest RateBeginning balance $2,941,765 4.940% $3,010,711 5.095% $2,311,586 5.140%Debt issued 228,685 2.776% 109,503 3.374% 89,208 4.982%Debt assumed 1,007,482 3.334% 204,949 4.750% 1,290,858 4.159%Debt extinguished (506,326) 4.506% (279,559) 4.824% (614,375) 3.730%Principal payments (67,064) 4.801% (62,280) 4.930% (56,205) 5.248%Foreign currency (126,335) 3.834% (41,559) 3.811% (10,361) 4.013%Ending balance $3,478,207 4.440% $2,941,765 4.940% $3,010,711 5.095% Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios andminimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31,2015, we were in compliance with all of the covenants under our debt agreements. 11. Derivative Instruments We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We may elect to use financial derivativeinstruments to hedge interest rate exposure. These decisions are principally based on our policy to manage the general trend in interest rates at the applicabledates and our perception of the future volatility of interest rates. In addition, non-U.S. investments expose us to the potential losses associated with adversechanges in foreign currency to U.S. Dollar exchange rates. We have elected to manage these risks through the use of forward exchange contracts and issuingdebt in the foreign currency.Interest Rate Swap Contracts and Foreign Currency Forward Contracts Designated as Cash Flow Hedges For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a componentof other comprehensive income (“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness arerecognized in earnings. Approximately $2,942,000 of gains, which are included in accumulated other comprehensive income (“AOCI”), are expected to bereclassified into earnings in the next 12 months.Foreign Currency Hedges For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. dollar of the instrument is recordedas a cumulative translation adjustment component of OCI. During the year ended December 31, 2015, we settled certain net investment hedges generatingcash proceeds of $106,360,000. The balance of the cumulative translation adjustment will be reclassified to earnings when the hedged investment is sold orsubstantially liquidated. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): 92WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 December 31, 2014Derivatives designated as net investment hedges: Denominated in Canadian Dollars$1,175,000$900,000Denominated in Pounds Sterling£550,000£350,000 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars$250,000$250,000Denominated in Pounds Sterling£1,050,000£1,050,000 Derivatives designated as cash flow hedges Denominated in U.S. Dollars$57,000$57,000Denominated in Canadian Dollars$72,000$58,000Denominated in Pounds Sterling£60,000£40,000 Derivative instruments not designated: Denominated in Canadian Dollars$47,000$12,000 The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (inthousands): Year Ended Location December 31, 2015 December 31, 2014 December 31, 2013Gain (loss) on forward exchange contracts recognized inincome Gain (loss) onderivatives, net $- $1,495 $(4,470) Gain (loss) on forward exchange contracts recognized inincome Interest expense 14,474 - - Loss (gain) on option exercise(1) Gain (loss) onderivatives, net (58,427) - - Gain (loss) on forward exchange contracts and term loansdesignated as net investment hedge recognized in OCI OCI 298,116 103,140 (28,244) (1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, wereceived the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group tobecome a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. 12. Commitments and Contingencies At December 31, 2015, we had nine outstanding letter of credit obligations totaling $96,096,000 and expiring between 2016 and 2018. At December 31,2015, we had outstanding construction in process of $258,968,000 for leased properties and were committed to providing additional funds of approximately$525,588,000 to complete construction. At December 31, 2015, we had contingent purchase obligations totaling $24,088,000. These contingent purchaseobligations relate to unfunded capital improvement obligations and contingent obligations on acquisitions. Rents due from the tenant are increased to reflectthe additional investment in the property. We evaluate our leases for operating versus capital lease treatment in accordance with ASC Topic 840 “Leases.” A lease is classified as a capital lease if itprovides for transfer of ownership of the leased asset at the end of the lease term, contains a bargain purchase option, has a lease term greater than 75% of theeconomic life of the leased asset, or if the net present value of the future minimum lease payments are in excess of 90% of the fair value of the leased asset.Certain leases contain bargain purchase options and have been classified as capital leases. At December 31, 2015, we had operating lease obligations of$990,027,000 relating to 93WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS certain ground leases and Company office space. Regarding the ground leases, we have sublease agreements with certain of our operators that require theoperators to reimburse us for our monthly operating lease obligations. At December 31, 2015, aggregate future minimum rentals to be received under thesenoncancelable subleases totaled $26,445,000. At December 31, 2015, future minimum lease payments due under operating and capital leases are as follows (in thousands): Operating Leases Capital Leases(1)2016 $15,543 $4,7322017 15,624 4,7322018 15,691 4,6792019 15,665 4,3332020 14,928 4,173Thereafter 912,576 75,920Totals $990,027 $98,569 (1) Amounts above represent principal and interest obligations under capital lease arrangements. Related assets with a gross value of $167,324,000 and accumulated depreciation of$20,555,000 are recorded in real property. 13. Stockholders’ Equity The following is a summary of our stockholder’s equity capital accounts as of the dates indicated: December 31, 2015 December 31, 2014Preferred Stock, $1.00 par value: Authorized shares 50,000,000 50,000,000 Issued shares 25,875,000 25,875,000 Outstanding shares 25,875,000 25,875,000 Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 355,594,373 329,487,615 Outstanding shares 354,777,670 328,790,066 Preferred Stock. The following is a summary of our preferred stock activity during the periods presented: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Weighted Avg. Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Shares Dividend Rate Beginning balance 25,875,000 6.500% 26,108,236 6.496% 26,224,854 6.493%Shares converted - 0.000% (233,236) 6.000% (116,618) 6.000%Ending balance 25,875,000 6.500% 25,875,000 6.500% 26,108,236 6.496% During the three months ended December 31, 2010, we issued 349,854 shares of 6.00% Series H Cumulative Convertible and Redeemable Preferred Stockin connection with a business combination. During the years ended December 31, 2013 and 2014, all shares were converted into common stock, leaving zeroshares outstanding. During the three months ended March 31, 2011, we issued 14,375,000 of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock. These shareshave a liquidation value of $50.00 per share. Dividends are payable quarterly in arrears. The preferred stock is not redeemable by us. The preferred sharesare convertible, at the holder’s option, into 0.8460 shares of common stock (equal to an initial conversion price of approximately $59.10). During the three months ended March 31, 2012, we issued 11,500,000 of 6.50% Series J Cumulative Redeemable Preferred Stock. Dividends are payablequarterly in arrears. The preferred stock, which has no stated maturity, may be redeemed by us at a redemption price of $25.00 per share, plus accrued andunpaid dividends on such shares to the redemption date, on or after March 7, 2017.94WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Common Stock. The following is a summary of our common stock issuances during the periods indicated (dollars in thousands, except per share amounts): Shares Issued Average Price Gross Proceeds Net Proceeds May 2013 public issuance 23,000,000 $ 73.50 $1,690,500 $1,630,2812013 Dividend reinvestment plan issuances 3,429,928 62.78 215,346 215,3462013 Option exercises 213,724 42.16 9,010 9,0102013 Senior note conversions 988,007 - -2013 Preferred stock conversions 116,618 - -2013 Equity issued in acquisition of noncontrolling interest 1,108,917 - -2013 Totals 28,857,194 $1,914,856 $1,854,637 June 2014 public issuance 16,100,000 $ 62.35 $1,003,835 $968,517September 2014 public issuance 17,825,000 63.75 1,136,344 1,095,4652014 Dividend reinvestment plan issuances 4,122,941 62.35 257,055 257,0552014 Option exercises 498,549 45.79 22,831 22,8312014 Preferred stock conversions 233,236 - -2014 Stock incentive plans, net of forfeitures 188,147 - -2014 Senior note conversions 258,542 - -2014 Totals 39,226,415 $2,420,065 $2,343,868 February 2015 public issuance 19,550,000 $ 75.50 $1,476,025 $1,423,9352015 Dividend reinvestment plan issuances 4,024,169 67.72 272,531 272,5312015 Option exercises 249,054 47.35 11,793 11,7932015 Equity Shelf Program issuances 696,070 69.23 48,186 47,4632015 Stock incentive plans, net of forfeitures 137,837 - -2015 Senior note conversions 1,330,474 - -2015 Totals 25,987,604 $1,808,535 $1,755,722 During the twelve months ended December 31, 2013, we acquired the remaining 20% noncontrolling interest in an existing partnership for $91,000,000which consisted of $23,247,000 of cash and 1,108,917 shares of common stock. In connection with the acquisition, we incurred $2,732,000 of transactioncosts, which we have included as a reduction to additional paid in capital. Dividends. The increase in dividends is primarily attributable to increases in our common shares outstanding as described above. Please refer to Notes 2and 18 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per shareamounts): Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Per Share Amount Per Share Amount Per Share Amount Common Stock $3.30000 $1,144,727 $3.18000 $969,661 $3.06000 $839,939Series H Preferred Stock - - 0.00794 1 2.85840 930Series I Preferred Stock 3.25000 46,719 3.25000 46,719 3.25000 46,719Series J Preferred Stock 1.62510 18,687 1.62510 18,688 1.62510 18,687Totals $1,210,133 $1,035,069 $906,275 Accumulated Other Comprehensive Income. The following is a summary of accumulated other comprehensive income/(loss) for the periods presented (inthousands):95WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unrecognized gains (losses) related to: Foreign CurrencyTranslation Equity Investments Actuarial losses Cash Flow Hedges TotalBalance at December 31, 2014 $(74,770) $- $(1,589) $(650) $(77,009)Other comprehensive income beforereclassification adjustments (10,714) - 246 (2,626) (13,094)Reclassification amount to net income - - - 1,860 (1) 1,860Net current-period other comprehensiveincome (10,714) - 246 (766) (11,234)Balance at December 31, 2015 $(85,484) $- $(1,343) $(1,416) $(88,243) Balance at December 31, 2013 $(17,631) $(389) $(1,452) $(5,059) $(24,531)Other comprehensive income beforereclassification adjustments (56,611) 389 (137) 2,610 (53,749)Reclassification amount to net income (528) - - 1,799 (1) 1,271Net current-period other comprehensiveincome (57,139) 389 (137) 4,409 (52,478)Balance at December 31, 2014 $(74,770) $- $(1,589) $(650) $(77,009) (1) Please see Note 11 for additional information. Other Equity. Other equity consists of accumulated option compensation expense, which represents the amount of amortized compensation costs relatedto stock options awarded to employees and directors. 14. Stock Incentive Plans Our Amended and Restated 2005 Long-Term Incentive Plan (“2005 Plan”) authorizes up to 6,200,000 shares of common stock to be issued at thediscretion of the Compensation Committee of the Board of Directors. Our non-employee directors, officers and key employees are eligible to participate inthe 2005 Plan. The 2005 Plan allows for the issuance of, among other things, stock options, restricted stock, deferred stock units and dividend equivalentrights. Vesting periods for options, deferred stock units and restricted shares generally range from three to five years. Options expire ten years from the dateof grant. Under our long-term incentive plan, certain restricted stock awards are performance based. We will grant a target number of restricted stock units, with theultimate award determined by the total shareholder return and operating performance metrics, measured in each case over a measurement period of threeyears. One third of the award will vest immediately at the end of the three year performance period, one third will vest a year after the performance period,and the remaining one third will vest two years after the performance period. Compensation expense for these performance grants is measured based on theprobability of achievement of certain performance goals and is recognized over both the performance period and vesting period. For the portion of the grantfor which the award is determined by the operating performance metrics, the estimated compensation cost was based on the grant date closing price andmanagement’s estimate of corporate achievement for the financial metrics. If the estimated number of performance based restricted stock to be earnedchanges, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grantdetermined by the total shareholder return, management used a Monte Carlo model to assess the compensation cost. The expected term represents the periodfrom the grant date to the end of the three-year performance period. The estimated compensation cost was derived using the following assumptions: risk freerates over the life of the plan ranging from 0.16% to 1.16%; estimated volatility figures ranging from 13.64% to 42.75% over the life of the plan using 50%historical volatility and 50% implied volatility; and dividend yield of 4.818%. The following table summarizes compensation expense recognized for the periods presented (in thousands): Year Ended December 31, 2015 2014 2013Stock options $698 $912 $1,113Restricted stock 30,146 31,163 19,064 $30,844 $32,075 $20,177 Stock Options96WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We have not granted stock options since the year ended December 31, 2012 but some remain outstanding. As of December 31, 2015, there was $300,000of total unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of one year. Stock options outstanding at December 31, 2015 have an aggregate intrinsic value of $8,476,000.Restricted StockThe fair value of the restricted stock is equal to the market price of the Company’s common stock on the date of grant and is amortized over the vestingperiods. As of December 31, 2015, there was $24,894,000 of total unrecognized compensation expense related to unvested restricted stock that is expectedto be recognized over a weighted-average period of three years. The following table summarizes information about non-vested restricted stock incentiveawards as of and for the year ended December 31, 2015: Restricted Stock Number of Weighted-Average Shares Grant Date (000's) Fair ValueNon-vested at December 31, 2014 554 $56.92Vested (306) 61.09Granted 449 66.93Terminated (59) 66.09Non-vested at December 31, 2015 638 $62.00 15. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2015 2014 2013Numerator for basic and diluted earnings per share - net income attributable to common stockholders $818,344 $446,745 $78,714 Denominator for basic earnings per share: weighted-average shares 348,240 306,272 276,929Effect of dilutive securities: Employee stock options 143 188 226 Non-vested restricted shares 535 500 457 Redeemable shares 310 - - Convertible senior unsecured notes 196 787 1,149Dilutive potential common shares 1,184 1,475 1,832Denominator for diluted earnings per share: adjusted-weighted average shares 349,424 307,747 278,761 Basic earnings per share $2.35 $1.46 $0.28Diluted earnings per share $2.34 $1.45 $0.28 Stock options outstanding were anti-dilutive for the years ended December 31, 2015, 2014 and 2013. The Series H Cumulative Convertible andRedeemable Preferred Stock and the Series I Cumulative Convertible Perpetual Preferred Stock were excluded from the calculations as the effect of theconversions also were anti-dilutive.16. Disclosure about Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimatethat value. Mortgage Loans and Other Real Estate Loans Receivable — The fair value of mortgage loans and other real estate loans receivable is generally estimated byusing level two and level three inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made toborrowers with similar credit ratings and for the same remaining maturities. 97WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents — The carrying amount approximates fair value. Available-for-sale Equity Investments — Available-for-sale equity investments are recorded at their fair value based on level one publicly available tradingprices. Borrowings Under Primary Unsecured Credit Facility — The carrying amount of the primary unsecured credit facility approximates fair value because theborrowings are interest rate adjustable. Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on level one publicly available trading prices. Secured Debt — The fair value of fixed rate secured debt is estimated using level two inputs by discounting the estimated future cash flows using the currentrates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secureddebt approximates fair value because the borrowings are interest rate adjustable. Interest Rate Swap Agreements — Interest rate swap agreements are recorded in other assets or other liabilities on the balance sheet at fair market value. Fairmarket value is estimated using level two inputs by utilizing pricing models that consider forward yield curves and discount rates. Foreign Currency Forward Contracts — Foreign currency forward contracts are recorded in other assets or other liabilities on the balance sheet at fair marketvalue. Fair market value is determined using level two inputs by estimating the future value of the currency pair based on existing exchange rates, comprisedof current spot and traded forward points, and calculating a present value of the net amount using a discount factor based on observable traded interest rates. Redeemable OP Unitholder Interests — The fair value of our redeemable operating partnership (“OP”) unitholder interests are recorded on the balance sheetat fair value using Level 2 inputs. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of theholder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances. The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands): December 31, 2015 December 31, 2014 Carrying Fair Carrying Fair Amount Value Amount ValueFinancial Assets: Mortgage loans receivable $635,492 $663,501 $188,651 $194,935 Other real estate loans receivable 184,000 185,693 191,518 195,375 Available-for-sale equity investments 22,779 22,779 - - Cash and cash equivalents 360,908 360,908 473,726 473,726 Foreign currency forward contracts 129,520 129,520 57,087 57,087 Financial Liabilities: Borrowings under unsecured lines of creditarrangements $835,000 $835,000 $- $- Senior unsecured notes 8,548,055 9,020,529 7,729,405 8,613,702 Secured debt 3,509,142 3,678,564 2,963,186 3,053,067 Foreign currency forward contracts - - 1,495 1,495 Redeemable OP unitholder interests $112,029 $112,029 $46,722 $46,722 U.S. GAAP provides authoritative guidance for measuring and disclosing fair value measurements of assets and liabilities. The guidance defines fairvalue as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market forthe asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a fair value hierarchywhich requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidancedescribes three levels of inputs that may be used to measure fair value:98WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are notactive; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Please see Note 2 for additional information. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Items Measured at Fair Value on a Recurring Basis The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The marketapproach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Fair Value Measurements as of December 31, 2015 Total Level 1 Level 2 Level 3Available-for-sale equity investments(1) $22,779 $22,779 $- $-Foreign currency forward contracts(2) 129,520 - 129,520 -Redeemable OP unitholder interests 112,029 - 112,029 - Totals $241,549 $- $241,549 $- (1) Unrealized gain or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date. During 2015, we recognized an otherthan temporary impairment charge of $35,648,000 on the Genesis Healthcare stock investment which was recorded through other expense. Also see Note 11 for details related to thegain on the derivative asset originally recognized.(2) Please see Note 11 for additional information. Items Measured at Fair Value on a Nonrecurring Basis In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fairvalue on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above.Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired/assumed in businesscombinations (see Note 3) and asset impairments (see Note 5 for impairments of real property and Note 6 for impairments of loans receivable). We havedetermined that the fair value measurements included in each of these assets and liabilities rely primarily on Company-specific inputs and our assumptionsabout the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair valuemeasurements generally reside within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the incomeapproach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industrymarket data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate thefair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. Weestimate the fair value of secured debt assumed in business combinations using current interest rates at which similar borrowings could be obtained on thetransaction date. 17. Segment Reporting We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our four operating segments: triple-net, seniors housing operating, outpatient medical and life science. During the year ended December 31, 2015, we changed the names of our seniors housingtriple-net segment to triple-net and our medical facilities segment to outpatient medical. Our triple-net properties include long-term/post-acute care facilities, hospitals, assisted living facilities, independent living/continuing care retirementcommunities, care homes (United Kingdom), independent support living facilities (Canada), care homes with nursing (United Kingdom) and combinationsthereof. Under the triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenantproperties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our seniors housingoperating properties include the seniors housing communities referenced above that are owned and/or operated through RIDEA structures (see Notes 3 and18).99WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our outpatient medical properties include outpatient medical buildings and life science buildings which are aggregated into our outpatient medicalreportable segment. Our outpatient medical buildings are typically leased to multiple tenants and generally require a certain level of property management. During the year ended December 31, 2015, we disposed of our life science investments. We evaluate performance based upon NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operatingexpenses. We believe NOI provides investors relevant and useful information because it measures the operating performance of our properties at the propertylevel on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. Non-segment revenue consists mainly of interest income on certain non-real estate investments and other income. Non-segment assets consist of corporateassets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are notallocated to individual segments in determining NOI. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The results ofoperations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of theappropriate segments. There are no intersegment sales or transfers. Summary information for the reportable segments (which excludes unconsolidated entities) during the years ended December 31, 2015, 2014 and 2013 isas follows (in thousands): Year Ended December 31, 2015: Triple-net Seniors HousingOperating OutpatientMedical Non-segment /Corporate TotalRental income$1,119,322$-$479,626$-$1,598,948Resident fees and services - 2,158,031 - - 2,158,031Interest income 74,108 4,180 5,853 - 84,141Other income 6,871 6,060 4,684 1,091 18,706Total revenues 1,200,301 2,168,271 490,163 1,091 3,859,826 Property operating expenses - 1,467,009 155,248 - 1,622,257Net operating income from continuing operations 1,200,301 701,262 334,915 1,091 2,237,569 Reconciling items: Interest expense 30,288 147,832 28,822 285,227 492,169(Loss) gain on derivatives, net (58,427) - - - (58,427)Depreciation and amortization 294,484 351,733 180,023 - 826,240General and administrative - - - 147,416 147,416Transaction costs 53,254 54,966 2,706 - 110,926(Loss) gain on extinguishment of debt, net 10,095 (195) - 24,777 34,677Impairment of assets 2,220 - - - 2,220Other expenses 35,648 - - 10,583 46,231Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities 832,739 146,926 123,364 (466,912) 636,117Income tax expense (4,244) 986 245 (3,438) (6,451)(Loss) income from unconsolidated entities 8,260 (32,672) 2,908 - (21,504)Income (loss) from continuing operations 836,755 115,240 126,517 (470,350) 608,162Gain (loss) on real estate dispositions, net 86,261 - 194,126 - 280,387Net income (loss)$923,016$115,240$320,643$(470,350)$888,549 Total assets$12,692,054$11,519,902$4,727,227$84,662$29,023,845 100WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2014: Triple-net Seniors HousingOperating OutpatientMedical Non-segment /Corporate TotalRental income$992,638$-$413,129$-$1,405,767Resident fees and services - 1,892,237 - - 1,892,237Interest income 32,255 2,119 3,293 - 37,667Other income 2,973 3,215 1,010 677 7,875Total revenues 1,027,866 1,897,571 417,432 677 3,343,546 Property operating expenses 732 1,266,308 136,318 - 1,403,358Net operating income from continuing operations 1,027,134 631,263 281,114 677 1,940,188 Reconciling items: Interest expense 38,460 113,099 32,904 296,576 481,039(Loss) gain on derivatives, net (1,770) 275 - - (1,495)Depreciation and amortization 273,296 418,199 152,635 - 844,130General and administrative - - - 142,943 142,943Transaction costs 45,146 16,880 7,512 - 69,538(Loss) gain on extinguishment of debt, net 98 383 405 8,672 9,558Other expenses 8,825 1,437 - - 10,262Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities 663,079 80,990 87,658 (447,514) 384,213Income tax expense 6,141 (3,047) (1,827) - 1,267(Loss) income from unconsolidated entities 5,423 (38,204) 5,355 - (27,426)Income (loss) from continuing operations 674,643 39,739 91,186 (447,514) 358,054Income (loss) from discontinued operations 7,135 - - - 7,135Gain (loss) on real estate dispositions, net 146,205 - 906 147,111Net income (loss)$827,983$39,739$92,092$(447,514)$512,300 Total assets$10,918,946$9,519,833$4,464,857$59,287$24,962,923 101WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2013 Triple-net Seniors HousingOperating OutpatientMedical Non-segment /Corporate TotalRental income$866,138$-$361,451$-$1,227,589Resident fees and services - 1,616,290 - - 1,616,290Interest income 28,214 757 3,692 - 32,663Other income 1,504 355 1,911 296 4,066Total revenues 895,856 1,617,402 367,054 296 2,880,608 Property operating expenses 1,235 1,089,239 116,339 - 1,206,813Net operating income from continuing operations 894,621 528,163 250,715 296 1,673,795 Reconciling items: Interest expense 23,322 92,148 36,823 306,067 458,360Loss (gain) on derivatives, net 4,877 (407) - - 4,470Depreciation and amortization 249,913 478,007 137,880 - 865,800General and administrative - - - 108,318 108,318Transaction costs 24,426 107,066 1,909 - 133,401Loss (gain) on extinguishment of debt, net 40 (3,372) - 2,423 (909)Provision for loan losses 2,110 - - - 2,110Income (loss) from continuing operations before incometaxes and income (loss) from unconsolidated entities 589,933 (145,279) 74,103 (416,512) 102,245Income tax expense (1,817) (5,337) (270) (67) (7,491)(Loss) income from unconsolidated entities 5,035 (22,695) 9,473 - (8,187)Income from continuing operations 593,151 (173,311) 83,306 (416,579) 86,567Income (loss) from discontinued operations 57,742 - (6,029) - 51,713Net income (loss)$650,893$(173,311)$77,277$(416,579)$138,280 Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed tothe country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars inthousands): Year Ended December 31, 2015 December 31, 2014 December 30, 2013Revenues: Amount% Amount% Amount%United States$3,133,32781.2% $2,801,47483.8% $2,489,19686.4%International 726,49918.8% 542,07216.2% 391,41213.6%Total$3,859,826100.0% $3,343,546100.0% $2,880,608100.0% As of December 31, 2015 December 31, 2014 Assets: Amount% Amount% United States$25,995,79389.6% $19,855,07679.5% International 3,028,05210.4% 5,107,84720.5% Total$29,023,845100.0% $24,962,923100.0% 102WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Income Taxes and Distributions We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxableincome (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of current year taxableincome in the current year are also subject to a 4% federal excise tax. The main differences between net income for federal income tax purposes and financialstatement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing usefullives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for taxpurposes. Cash distributions paid to common stockholders, for federal income tax purposes, are as follows for the periods presented: Year Ended December 31, 2015 2014 2013Per Share: Ordinary income $1.9134 $1.7861 $1.4928 Qualified dividend 0.0529 - - Return of capital 0.0503 0.8368 1.4176 Long-term capital gains 0.9352 0.1638 0.0448 Unrecaptured section 1250 gains 0.3482 0.3933 0.1048 Totals $3.3000 $3.1800 $3.0600 Our consolidated provision for income taxes is as follows for the periods presented (dollars in thousands): Year Ended December 31, 2015 2014 2013Current $10,177 $2,672 $12,389Deferred (3,726) (3,939) (4,898)Totals $6,451 $(1,267) $7,491 REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. Forthe tax year ended December 31, 2015, as a result of acquisitions located in Canada and the United Kingdom, we were subject to foreign income taxes underthe respective tax laws of these jurisdictions. The provision for income taxes for the year ended December 31, 2015 primarily relates to state taxes, foreign taxes, and taxes based on income generatedby entities that are structured as taxable REIT subsidiaries. During 2014, we established certain new wholly-owned direct and indirect subsidiaries inLuxembourg and Jersey and transferred interests in certain foreign investments into this new holding company structure. The new structure includes aproperty holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the UnitedKingdom resulted from the creation of this new holding company structure and all of the subsidiary entities in the structure are treated as disregarded entitiesof the Company for U.S. federal income tax purposes. The Company will reflect current and deferred tax liabilities for any such withholding taxes incurred asa result of this holding company structure in its consolidated financial statements. For the tax years ended December 31, 2015, 2014 and 2013, the foreign tax provision/(benefit) amount included in the consolidated provision for incometaxes was $7,385,000, ($6,069,000) and ($484,000), respectively. A reconciliation of income tax expense, which is computed by applying the federal corporate tax rate for the years ended December 31, 2015, 2014 and2013, to the income tax provision/(benefit) is as follows for the periods presented (dollars in thousands):103WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2015 2014 2013Tax at statutory rate on earnings from continuing operations before unconsolidated entities,noncontrolling interests and income taxes $313,250 $178,862 $51,020Increase / (decrease) in valuation allowance(1) 13,759 9,133 18,444Tax at statutory rate on earnings not subject to federal income taxes (319,832) (189,070) (88,762)Foreign permanent depreciation 7,500 4,383 22,313Other differences (8,226) (4,575) 4,476Totals $6,451 $(1,267) $7,491 (1) Excluding purchase price accounting. Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The taxeffects of taxable and deductible temporary differences, as well as tax attributes, are summarized as follows for the periods presented (dollars in thousands): Year Ended December 31, 2015 2014 2013Investments and property, primarily differences in investment basis, depreciation andamortization, the basis of land assets and the treatment of interests and certain costs $(30,564) $(1,020) $(34,236)Operating loss and interest deduction carryforwards 75,455 47,528 67,215Expense accruals and other 6,259 26,191 19,309Valuation allowance (98,966) (85,207) (71,955)Totals $(47,816) $(12,508) $(19,667) We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred taxassets. As required under the provisions of ASC 740, we apply the concepts on an entity-by-entity, jurisdiction-by-jurisdiction basis. With respect to theanalysis of certain entities in multiple jurisdictions, a significant piece of objective negative evidence evaluated was the cumulative loss incurred over thethree-year period ended December 31, 2015. Such objective evidence limits the ability to consider other subjective evidence such as our projections forfuture growth. On the basis of the evaluations performed as required by the codification, valuation allowances totaling $98,966,000 were recorded on U.S. taxable REITsubsidiaries as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely that not realizable. However,the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period arereduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given tosubjective evidence such as our projections for growth). The valuation allowance rollforward is summarized as follows for the periods presented (dollars inthousands): Year Ended December 31, 2015 2014 2013Beginning balance $85,207 $71,955 $12,199Additions: Purchase price accounting - 4,119 41,312 Expense 13,759 9,133 18,444Ending balance $98,966 $85,207 $71,955 As a result of certain acquisitions, we are subject to corporate level taxes for any related asset dispositions that may occur during the five-year periodimmediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate leveltax is generally equal to the lesser of (a) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (b) theactual amount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital losscarryforwards. During the year ended December 31, 2015, we acquired certain additional assets with built-in gains as of the date of acquisition that could besubject to the built-in 104WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS gains tax if disposed of prior to the expiration of the applicable five-year period. We have not recorded a deferred tax liability as a result of the potentialbuilt-in gains tax based on our intentions with respect to such properties and available tax planning strategies. Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008,the REIT may lease “qualified health care properties” on an arm’s-length basis to a TRS if the property is operated on behalf of such subsidiary by a personwho qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treatedas “rents from real property.” A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to theuse of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extendsmedical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents andrelated operating expenses for these facilities are reported in the consolidated financial statements and are subject to federal and state income taxes as theoperations of such facilities are included in a TRS. Certain net operating loss carryforwards could be utilized to offset taxable income in future years. Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31,2012 and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subjectto audit by state taxing authorities for any year prior to the year ended December 31, 2009. We are also subject to audit by the Canada Revenue Agency andprovincial authorities generally for periods subsequent to May 2012 related to entities acquired or formed in connection with acquisitions, and by HMRevenue & Customs for periods subsequent to August 2012 related to entities acquired or formed in connection with acquisitions. At December 31, 2015, we had a net operating loss (“NOL”) carryforward related to the REIT of $443,197,000. Due to our uncertainty regarding therealization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used tooffset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLsand tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards will expirethrough 2035. At December 31, 2015, and 2014, we had a net operating loss carryforward related to Canadian entities of $78,680,000, and $32,085,000, respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2015 and 2014, we had a net operating loss carryforward related to UnitedKingdom entities of $179,598,000 and $177,079,000, respectively. These United Kingdom losses do not have a finite carryforward period. 19. Retirement Arrangements We have a Supplemental Executive Retirement Plan (“SERP”), a non-qualified defined benefit pension plan, which provides one former executive officerwith supplemental deferred retirement benefits. The SERP provides an opportunity for the participant to receive retirement benefits that cannot be paid underour tax-qualified plans because of the restrictions imposed by ERISA and the Internal Revenue Code of 1986, as amended. Benefits are based oncompensation and length of service and the SERP is unfunded. Benefit payments are expected to total $5,654,000 during the next five fiscal years. We use aDecember 31 measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $5,474,000 at December 31, 2015 ($6,882,000 atDecember 31, 2014). On April 13, 2014, George L. Chapman, formerly the Chairman, Chief Executive Officer and President of the Company, informed the Board of Directorsthat he wished to retire from the Company, effective immediately. As a result of Mr. Chapman’s retirement, general and administrative expenses for the yearended December 31, 2014 included charges of $19,688,000 related to: (i) the acceleration of $9,223,000 of deferred compensation for restricted stock; and(ii) consulting, retirement payments and other costs of $10,465,000. 105WELLTOWER INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20. Quarterly Results of Operations (Unaudited) The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2015 and 2014 (in thousands, except pershare data). The sum of individual quarterly amounts may not agree to the annual amounts included in the consolidated statements of income due torounding. Year Ended December 31, 2015 1st Quarter 2nd Quarter 3rd Quarter(1) 4th Quarter(2)Revenues $894,177 $957,169 $978,997 $1,029,484Net income (loss) attributable to common stockholders 190,799 312,573 182,043 132,929Net income (loss) attributable to common stockholders per share: Basic $0.57 $0.89 $0.52 $0.38 Diluted 0.56 0.89 0.52 0.37 Year Ended December 31, 2014 1st Quarter 2nd Quarter 3rd Quarter 4th QuarterRevenues $801,807 $826,446 $847,523 $867,770Net income attributable to common stockholders 50,022 71,829 136,255 188,639Net income attributable to common stockholders per share: Basic $0.17 $0.24 $0.44 $0.58 Diluted 0.17 0.24 0.44 0.57 (1) The decrease in net income and amounts per share are primarily attributable to gains on sales of real estate of $190,111,000 for the second quarter as compared to gains of$2,046,000 for the third quarter.(2) The decrease in net income and amounts per share are primarily attributable to the other than temporary impairment charge of $35,648,000 recognized on the available-for-saleinvestment and increased transaction costs incurred due to fourth quarter acquisitions.106 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. Item 9A. Controls and Procedures Disclosure Controls and Procedures An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and ChiefFinancial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, asamended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded thatthe disclosure controls and procedures were effective as of the end of the period covered by this report. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of theSecurities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generallyaccepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally acceptedaccounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management anddirectors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financialreporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controlsmay become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 based on the criteriaestablished by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — IntegratedFramework. The scope of management’s assessment as of December 31, 2015 did not include an assessment of the internal control over financial reporting for certainacquisitions because the business combinations occurred during the year ended December 31, 2015. The acquired businesses represent 4% of total assets atDecember 31, 2015 and less than 1% of revenues and net operating income for the year then ended. The scope of management’s assessment on internalcontrol over financial reporting for the year ended December 31, 2016 will include the aforementioned acquired operations. Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting waseffective as of December 31, 2015. The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued anattestation report on the Company’s internal control over financial reporting. Changes in Internal Control over Financial Reporting No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) occurredduring the fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal controlover financial reporting.107 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting The Board of Directors and Shareholders of Welltower Inc. We have audited Welltower Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria, 2013 framework). WelltowerInc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internalcontrol over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is toexpress an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures aswe considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate. As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion onthe effectiveness of internal control over financial reporting did not include the internal controls of certain acquisitions, which are included in the 2015consolidated financial statements of Welltower Inc. and aggregate to 4% of total assets at December 31, 2015 and less than 1% of revenues and net operatingincome for the year then ended. Our audit of the internal control over financial reporting of Welltower Inc. also did not include an evaluation of the internalcontrol over financial reporting of the aforementioned acquisitions. In our opinion, Welltower Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on theCOSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balancesheets of Welltower Inc. as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, equity, and cash flows foreach of the three years in the period ended December 31, 2015 of Welltower Inc. and our report dated February 18, 2016 expressed an unqualified opinionthereon. /s/ Ernst & Young LLP Toledo, OhioFebruary 18, 2016Item 9B. Other Information None.108 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “CorporateGovernance,” “Executive Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Section 16(a) BeneficialOwnership Reporting Compliance” in our definitive proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”)prior to April 29, 2016. We have adopted a Code of Business Conduct & Ethics that applies to our directors, officers and employees. The code is posted on the Internet atwww.welltower.com/#investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the Company will bepromptly disclosed on the Internet at www.welltower.com. In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted onthe Internet at www.welltower.com/#investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactivetextual reference only. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the information under the headings “Executive Compensation” and “DirectorCompensation” in our definitive proxy statement, which will be filed with the Commission prior to April 29, 2016. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the information under the headings “Security Ownership of Directors andManagement and Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with theCommission prior to April 29, 2016. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this Item is incorporated herein by reference to the information under the headings “Corporate Governance — Independenceand Meetings” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Certain Relationships and Related Transactions” inour definitive proxy statement, which will be filed with the Commission prior to April 29, 2016. Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated herein by reference to the information under the heading “Ratification of the Appointment of theIndependent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission prior to April 29, 2016.109 PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Our Consolidated Financial Statements are included in Part II, Item 8: Report of Independent Registered Public Accounting Firm73Consolidated Balance Sheets – December 31, 2015 and 201474Consolidated Statements of Comprehensive Income — Years ended December 31, 2015, 2014 and 201375Consolidated Statements of Equity — Years ended December 31, 2015, 2014 and 201377Consolidated Statements of Cash Flows — Years ended December 31, 2015, 2014 and 201378Notes to Consolidated Financial Statements79 2. The following Financial Statement Schedules are included in Item 15(c): III – Real Estate and Accumulated Depreciation IV – Mortgage Loans on Real Estate The financial statement schedule required by Item15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this AnnualReport on Form 10-K. 3. Exhibit Index: The information required by this item is set forth on the Exhibit Index that follows the Financial Statement Schedules to this Annual Report on Form10-K. (b) Exhibits: The exhibits listed on the Exhibit Index are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of theSecurities Exchange Act of 1934. (c) Financial Statement Schedules: Financial statement schedules are included beginning on page 112.110 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. Date: February 18, 2016 WELLTOWER INC. By: /s/ T homas J. DeRosa Thomas J. DeRosa, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 18, 2016 by the following persons onbehalf of the Registrant and in the capacities indicated. /s/ Jeffrey H. Donahue ** /s/ Sergio D. Rivera ** Jeffrey H. Donahue, Chairman of the Board Sergio D. Rivera, Director /s/ Kenneth J. Bacon ** /s/ R. Scott Trumbull ** Kenneth J. Bacon, Director R. Scott Trumbull, Director /s/ Fred S. Klipsch ** /s/ Thomas J. DeRosa ** Fred S. Klipsch, Director Thomas J. DeRosa, Chief Executive Officer and Director (Principal Executive Officer) /s/ Geoffrey G. Meyers ** /s/ Scott A. Estes ** Geoffrey G. Meyers, Director Scott A. Estes, Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Timothy J. Naughton ** /s/ Paul D. Nungester, Jr.** Timothy J. Naughton, Director Paul D. Nungester, Jr., Senior Vice President and Controller (Principal Accounting Officer) /s/ Sharon M. Oster ** **By: /s/ Thomas J. DeRosa Sharon M. Oster, Director Thomas J. DeRosa, Attorney-in-Fact /s/ Judith C. Pelham ** Judith C. Pelham, Director 111 Welltower Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2015 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements CostCapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressTriple-net: Abilene, TX$-$950$20,987$40$950$21,027$844 2014 2006 6565 Central Park BoulevardAbilene, TX - 990 8,187 800 990 8,987 278 2014 1998 1250 East N 10th StreetAboite Twp, IN - 1,770 19,930 1,601 1,770 21,531 2,918 2010 1984 611 W County Line Rd SouthAgawam, MA - 880 16,112 2,134 880 18,246 6,765 2002 1900 1200 Suffield St.Agawam, MA - 1,230 13,618 593 1,230 14,211 1,971 2011 1996 61 Cooper StreetAgawam, MA - 930 15,304 292 930 15,596 2,084 2011 1975 55 Cooper StreetAgawam, MA - 920 10,661 36 920 10,697 1,509 2011 1970 464 Main StreetAgawam, MA - 920 10,562 45 920 10,607 1,496 2011 1985 65 Cooper StreetAkron, OH - 290 8,219 491 290 8,710 2,608 2005 1967 721 Hickory St.Akron, OH - 630 7,535 229 630 7,764 2,072 2006 1961 209 Merriman RoadAlbertville, AL 1,986 170 6,203 280 176 6,477 1,234 2010 1982 151 Woodham Dr.Alexandria, IN - 190 6,491 - 190 6,491 215 2014 1915 1912 South Park AvenueAlliance, OH - 270 7,723 107 270 7,830 2,223 2006 1923 1785 Freshley Ave.Ames, IA - 330 8,870 - 330 8,870 1,357 2010 1974 1325 Coconino Rd.Anderson, SC - 710 6,290 419 710 6,709 2,786 2003 1999 311 Simpson Rd.Andover, MA - 1,310 12,647 27 1,310 12,674 1,843 2011 1982 89 Morton StreetAnnapolis, MD - 1,010 24,825 151 1,010 24,976 3,221 2011 1986 35 Milkshake LaneAnsted, WV - 240 14,113 108 240 14,221 1,802 2011 1993 106 Tyree Street, P.O. Drawer 400Apple Valley, CA 10,445 480 16,639 168 486 16,801 3,340 2010 2001 11825 Apple Valley Rd.Asheboro, NC - 290 5,032 165 290 5,197 1,774 2003 1991 514 Vision Dr.Asheville, NC - 204 3,489 - 204 3,489 1,617 1999 1988 4 Walden Ridge Dr.Asheville, NC - 280 1,955 351 280 2,306 880 2003 1999 308 Overlook Rd.Aspen Hill, MD - - 9,008 1,180 - 10,188 1,384 2011 1998 3227 Bel Pre RoadAtchison, KS - 140 5,610 - 140 5,610 - 2015 1992 1301 N 4th St,Atlanta, GA 7,429 2,058 14,914 1,143 2,080 16,035 10,896 1997 1999 1460 S Johnson Ferry Rd.Aurora, OH - 1,760 14,148 106 1,760 14,254 2,090 2011 2002 505 S. Chillicothe RdAurora, CO - 2,600 5,906 7,915 2,600 13,821 4,638 2006 1988 14101 E. Evans Ave.Aurora, CO - 2,440 28,172 - 2,440 28,172 7,909 2006 2007 14211 E. Evans Ave.Austin, TX 18,411 880 9,520 1,216 885 10,731 4,775 1999 1998 12429 Scofield Farms Dr.Aventura, FL - 4,540 33,986 438 4,540 34,424 3,073 2012 2001 2777 NE 183rd StreetAvon, IN - 1,830 14,470 - 1,830 14,470 2,311 2010 2004 182 S Country RD. 550EAvon, IN - 900 19,444 - 900 19,444 634 2014 2013 10307 E. CR 100 NAvon Lake, OH - 790 10,421 5,822 790 16,243 1,725 2011 1985 345 Lear Rd.Ayer, MA - - 22,074 3 - 22,077 2,862 2011 1988 400 Groton RoadBaldwin City, KS - 190 4,810 - 190 4,810 - 2015 2008 321 Crimson AveBaltic, OH - 50 8,709 189 50 8,898 2,482 2006 2009 130 Buena Vista St.Baltimore, MD - 1,350 14,884 320 1,350 15,204 2,059 2011 1905 115 East Melrose AvenueBaltimore, MD - 900 5,039 147 900 5,186 828 2011 1969 6000 Bellona AvenueBartlesville, OK - 100 1,380 - 100 1,380 731 1996 2012 5420 S.E. Adams Blvd.Beachwood, OH - 1,260 23,478 - 1,260 23,478 8,952 2001 1990 3800 Park East DriveBeattyville, KY - 100 6,900 660 100 7,560 2,158 2005 2001 249 E. Main St.Bedford, NH - 2,250 28,831 5 2,250 28,836 3,718 2011 2012 25 Ridgewood RoadBellingham, WA 8,429 1,500 19,861 321 1,507 20,175 3,900 2010 1990 4415 Columbine Dr.Benbrook, TX - 1,550 13,553 769 1,550 14,322 1,687 2011 1984 4242 Bryant Irvin RoadBend, OR - 1,210 9,181 - 1,210 9,181 164 2015 2008 1801 NE Lotus DriveBethel Park, PA - 1,700 16,007 - 1,700 16,007 2,962 2007 1997 5785 Baptist RoadBeverly Hills, CA 9,404 6,000 13,385 - 6,000 13,385 398 2014 1999 220 N Clark DriveBexleyheath, UKI - 4,483 12,917 - 4,483 12,917 372 2014 2002 35 West StreetBirmingham, UKG - 1,969 17,754 - 1,969 17,754 346 2015 2010 Clinton Street, Winson GreenBirmingham, UKG - 1,902 22,820 - 1,902 22,820 438 2015 1997 Braymoor Road, Tile CrossBirmingham, UKG - 1,747 10,824 - 1,747 10,824 214 2015 1971 Clinton Street, Winson GreenBirmingham, UKG - 1,416 12,054 - 1,416 12,054 233 2015 2002 122 Tile Cross Road, Garretts GreenBloomington, IN - 670 17,423 - 670 17,423 165 2015 2000 363 S. Fieldstone BoulevardBluefield, VA - 900 12,463 32 900 12,495 1,658 2011 2006 Westwood Medical ParkBoardman, OH - 1,200 12,800 - 1,200 12,800 3,016 2008 1999 8049 South Ave.Boca Raton, FL - 1,440 31,048 893 1,440 31,941 2,802 2012 1968 1080 Northwest 15th StreetBoonville, IN - 190 5,510 - 190 5,510 2,078 2002 1987 1325 N. Rockport Rd.Bowling Green, KY - 3,800 26,700 149 3,800 26,849 5,080 2008 2009 1300 Campbell LaneBradenton, FL - 252 3,298 - 252 3,298 1,761 1996 1986 6101 Pointe W. Blvd.Bradenton, FL - 480 9,953 - 480 9,953 923 2012 1995 2800 60th Avenue WestBraintree, MA - 170 7,157 1,290 170 8,447 8,236 1997 2002 1102 Washington St.Braintree, UKH - - 15,893 - - 15,893 560 2014 2009 Meadow Park Tortoiseshell WayBrandon, MS - 1,220 10,241 - 1,220 10,241 1,450 2010 2011 140 Castlewoods BlvdBrecksville, OH - 990 19,353 - 990 19,353 623 2014 1978 8757 Brecksville RoadBremerton, WA - 390 2,210 144 390 2,354 548 2006 2009 3231 Pine RoadBremerton, WA - 830 10,420 950 830 11,370 1,637 2010 1972 3201 Pine Road NEBremerton, WA - 590 2,899 13 590 2,912 140 2014 1965 3210 Rickey RoadBrick, NJ - 1,290 25,247 529 1,290 25,776 2,957 2011 1999 458 Jack Martin Blvd.Brick, NJ - 1,170 17,372 1,285 1,183 18,645 2,474 2010 1999 515 Jack Martin BlvdBrick, NJ - 690 17,125 5,312 692 22,436 2,328 2010 1973 1594 Route 88Brick, NJ - 3,160 8,496 - 3,160 8,496 25 2015 1988 475 Jack Martin BoulevardBridgewater, NJ - 1,850 3,050 - 1,850 3,050 1,367 2004 1996 875 Route 202/206 NorthBridgewater, NJ - 1,730 48,201 1,123 1,749 49,304 6,343 2010 1982 2005 Route 22 WestBridgewater, NJ - 1,800 31,810 471 1,800 32,281 3,668 2011 1990 680 US-202/206 NorthBroadview Heights, OH - 920 12,400 2,393 920 14,793 5,059 2001 2005 2801 E. Royalton Rd.Brookfield, WI - 1,300 12,830 - 1,300 12,830 746 2012 1883 1185 Davidson RoadBrooklyn Park, MD - 1,290 16,329 29 1,290 16,358 2,193 2011 1995 613 Hammonds LaneBrooks, AB 1,996 376 4,951 - 376 4,951 157 2014 1992 951 Cassils Road WestBrookville, IN - 300 13,461 - 300 13,461 419 2014 1900 11049 State Road 101Buckhurst Hill, UKH - 13,861 58,858 - 13,861 58,858 1,234 2015 1900 High RoadBurleson, TX - 670 13,985 250 670 14,235 1,774 2011 1984 300 Huguley BoulevardBurleson, TX - 3,150 10,437 - 3,150 10,437 437 2012 1989 621 Old Highway 1187Burlington, NC - 280 4,297 707 280 5,004 1,678 2003 2012 3619 S. Mebane St.Burlington, NC - 460 5,467 - 460 5,467 1,883 2003 1990 3615 S. Mebane St.Burlington, NC - 810 11,257 - 810 11,257 364 2014 2009 2766 Grand Oaks BlvdBurlington, NJ - 1,700 12,554 466 1,700 13,020 1,970 2011 1900 115 Sunset RoadBurlington, NJ - 1,170 19,205 167 1,170 19,372 2,464 2011 1998 2305 Rancocas RoadBurlington, WA - 3,860 31,722 - 3,860 31,722 691 2015 2000 400 Gilkey RoadBurnaby, BC 8,119 7,623 13,844 - 7,623 13,844 445 2014 2006 7195 Canada WayByrdstown, TN - - 2,414 1,534 1,265 2,683 1,917 2004 2003 129 Hillcrest Dr.Calgary, AB 16,917 2,341 42,768 - 2,341 42,768 1,306 2014 1993 1729-90th Avenue SWCalgary, AB 28,055 4,569 70,199 - 4,569 70,199 2,123 2014 2001 500 Midpark Way SECambridge, MD - 490 15,843 207 490 16,050 2,091 2011 1998 525 Glenburn AvenueCamrose, AB 13,824 1,019 20,678 - 1,019 20,678 596 2014 1972 6821-50 AvenueCanton, MA - 820 8,201 263 820 8,464 5,133 2002 2009 One Meadowbrook WayCanton, NC - 130 5,357 700 130 6,057 156 2014 1957 27 North Main StreetCanton, OH - 300 2,098 - 300 2,098 967 1998 1973 1119 Perry Dr., N.W.Cape Coral, FL - 530 3,281 - 530 3,281 1,240 2002 2015 911 Santa Barbara Blvd.Cape Coral, FL 8,894 760 18,868 - 760 18,868 1,768 2012 1990 831 Santa Barbara BoulevardCape May Court House, NJ - 1,440 17,002 1,155 1,440 18,157 735 2014 1991 144 Magnolia DriveCarmel, IN - 1,700 19,491 - 1,700 19,491 322 2015 2001 12315 Pennsylvania StreetCarrollton, TX - 4,280 31,444 734 4,280 32,178 1,668 2013 1996 2105 North Josey LaneCarson City, NV - 520 8,238 250 520 8,488 491 2013 2008 1111 W. College ParkwayCary, NC - 1,500 4,350 986 1,500 5,336 2,312 1998 2002 111 MacArthurCastleton, IN - 920 15,137 - 920 15,137 512 2014 2014 8405 Clearvista LakeCatonsville, MD - 1,330 15,003 549 1,330 15,552 2,088 2011 2013 16 Fusting AvenueCedar Grove, NJ - 1,830 10,939 10 1,830 10,949 1,538 2011 1900 25 East Lindsley RoadCedar Grove, NJ - 2,850 27,737 20 2,850 27,757 3,667 2011 2001 536 Ridge RoadCentreville, MD(2) - 600 14,602 241 600 14,843 1,982 2011 2001 205 Armstrong AvenueChapel Hill, NC - 354 2,646 783 354 3,429 1,268 2002 1979 100 Lanark Rd.Chapel Hill, NC - 470 7,512 906 470 8,418 270 2014 1965 405 Smith Level RoadCharles Town, WV - 230 22,834 29 230 22,863 2,867 2011 2015 219 Prospect AveCharleston, WV - 440 17,575 298 440 17,873 2,249 2011 1985 1000 Association Drive, North Gate Business ParkCharleston, WV - 410 5,430 14 410 5,444 778 2011 1997 699 South Park RoadChatham, VA - 320 14,039 - 320 14,039 494 2014 1997 100 Rorer StreetChelmsford, MA - 1,040 10,951 1,499 1,040 12,450 3,712 2003 2005 4 Technology Dr.Chester, VA - 1,320 18,127 - 1,320 18,127 618 2014 1998 12001 Iron Bridge RoadChicago, IL - 1,800 19,256 - 1,800 19,256 1,916 2012 1998 6700 South Keating AvenueChicago, IL - 2,900 17,016 - 2,900 17,016 1,717 2012 1997 4239 North Oak Park AvenueChickasha, OK - 85 1,395 - 85 1,395 733 1996 2005 801 Country Club Rd.Cinnaminson, NJ - 860 6,663 149 860 6,812 1,026 2011 2001 1700 Wynwood DriveCitrus Heights, CA 14,506 2,300 31,876 589 2,300 32,465 6,427 2010 1998 7418 Stock Ranch Rd.Claremore, OK - 155 1,427 6,130 155 7,557 1,037 1996 1972 1605 N. Hwy. 88Clarks Summit, PA - 600 11,179 15 600 11,194 1,563 2011 1999 100 Edella RoadClarks Summit, PA - 400 6,529 54 400 6,583 936 2011 1974 150 Edella RoadClarksville, TN - 330 2,292 - 330 2,292 1,050 1998 2002 2183 Memorial Dr.Clayton, NC - 520 15,733 - 520 15,733 480 2014 2011 84 Johnson Estate RoadCleburne, TX - 520 5,369 - 520 5,369 1,234 2006 1997 402 S Colonial DriveClevedon, UKK - 3,392 20,233 - 3,392 20,233 712 2014 1988 18/19 Elton RoadCleveland, TN - 350 5,000 122 350 5,122 2,068 2001 1998 2750 Executive Park N.W.Clinton, MD - 2,330 20,876 591 2,330 21,467 2,170 2012 2006 7520 Surratts RoadCloquet, MN - 340 4,660 120 340 4,780 566 2011 1997 705 Horizon CircleCobham, UKJ - 11,723 29,871 - 11,723 29,871 1,888 2013 1983 Redhill RoadColchester, CT - 980 4,860 495 980 5,355 874 2011 1996 59 Harrington CourtColorado Springs, CO - 4,280 62,168 - 4,280 62,168 534 2015 1997 1605 Elm Creek ViewColts Neck, NJ - 780 14,733 1,147 1,016 15,644 2,127 2010 1965 3 Meridian CircleColumbia, TN - 341 2,295 - 341 2,295 1,058 1999 1987 5011 Trotwood Ave.Columbia, TN - 590 3,787 - 590 3,787 1,719 2003 1986 1410 Trotwood Ave.Columbia, SC - 2,120 4,860 5,709 2,120 10,569 3,826 2003 2001 731 Polo Rd.Columbia Heights, MN - 825 14,175 163 825 14,338 1,601 2011 1900 3807 Hart BoulevardColumbus, IN - 610 3,190 - 610 3,190 500 2010 1990 2564 Foxpointe Dr.Columbus, OH - 530 5,170 8,255 1,070 12,885 3,637 2005 1967 1425 Yorkland Rd.Columbus, OH - 1,010 5,022 - 1,010 5,022 1,565 2006 2000 1850 Crown Park Ct.Columbus, OH - 1,010 4,931 13,620 1,860 17,701 4,946 2006 2009 5700 Karl Rd.Columbus, IN - 530 6,710 - 530 6,710 2,377 2002 2013 2011 Chapa Dr.Concord, NC - 550 3,921 55 550 3,976 1,516 2003 1989 2452 Rock Hill Church Rd.Concord, NH - 780 18,423 446 780 18,869 2,378 2011 2010 20 Maitland StreetConcord, NH - 1,760 43,179 568 1,760 43,747 5,518 2011 2013 239 Pleasant StreetConcord, NH - 720 3,041 340 720 3,381 529 2011 1998 227 Pleasant StreetCongleton, UKD - 2,433 6,120 - 2,433 6,120 176 2014 2009 Rood HillConroe, TX - 980 7,771 - 980 7,771 1,278 2009 1968 903 Longmire RoadConyers, GA - 2,740 19,302 227 2,740 19,529 1,725 2012 2000 1504 Renaissance DriveCoppell, TX - 1,550 8,386 - 1,550 8,386 253 2012 1964 1530 East Sandy Lake RoadCortland, NY - 700 18,041 58 700 18,099 1,518 2012 1997 839 Bennie RoadCoventry, UKG - 2,345 16,530 - 2,345 16,530 332 2015 1998 Banner Lane, Tile HillCrawfordsville, IN - 720 17,239 1,426 720 18,665 599 2014 1997 517 Concord RoadCrown Point, IN - 920 20,044 - 920 20,044 285 2015 1970 1555 South Main StreetDallas, OR - 410 9,427 - 410 9,427 160 2015 1986 664 SE JeffersonDaniels, WV - 200 17,320 50 200 17,370 2,194 2011 1997 1631 Ritter DriveDanville, VA - 410 3,954 722 410 4,676 1,634 2003 1984 149 Executive Ct.Danville, VA - 240 8,436 - 240 8,436 293 2014 2001 508 Rison StreetDaphne, AL - 2,880 8,670 127 2,880 8,797 876 2012 2006 27440 County Road 13Dedham, MA - 1,360 9,830 - 1,360 9,830 3,964 2002 1972 10 CareMatrix Dr.Defuniak Springs, FL - 1,350 10,250 - 1,350 10,250 2,751 2006 2007 785 S. 2nd St.Denton, TX - 1,760 8,305 - 1,760 8,305 1,025 2010 1986 2125 Brinker RdDerby, UKF - - - 12,600 2,728 9,872 82 2014 1997 Rykneld RoadDover, DE - 400 7,717 38 400 7,755 1,075 2011 1999 1203 Walker RoadDover, DE - 600 22,266 90 600 22,356 2,886 2011 2001 1080 Silver Lake Blvd.Drayton Valley, AB - 614 10,198 - 614 10,198 292 2014 1999 3902-47 StreetDresher, PA - 2,060 40,236 917 2,083 41,130 5,259 2010 1980 1405 N. Limekiln PikeDundalk, MD(2) - 1,770 32,047 784 1,770 32,831 4,198 2011 1996 7232 German Hill RoadDurham, NC - 1,476 10,659 2,196 1,476 12,855 10,052 1997 2015 4434 Ben Franklin Blvd.Dyer, IN - 1,800 25,061 - 1,800 25,061 178 2015 2008 1532 Calumet AvenueEagan, MN 17,000 2,260 31,643 - 2,260 31,643 137 2015 1980 3810 Alder AvenueEast Brunswick, NJ - 1,380 34,229 619 1,380 34,848 3,925 2011 2003 606 Cranbury Rd.East Norriton, PA - 1,200 28,129 1,084 1,262 29,151 3,776 2010 2002 2101 New Hope StEastbourne, UKJ - 4,866 29,210 - 4,866 29,210 1,013 2014 2015 Carew RoadEaston, MD - 900 24,539 - 900 24,539 3,266 2011 1999 610 Dutchman's LaneEatontown, NJ - 1,190 23,358 68 1,190 23,426 3,088 2011 1982 3 Industrial Way EastEden, NC - 390 4,877 - 390 4,877 1,701 2003 1968 314 W. Kings Hwy.Edmond, OK - 410 8,388 - 410 8,388 877 2012 1998 15401 North Pennsylvania AvenueEdmond, OK - 1,810 14,849 112 1,810 14,961 618 2014 1996 1225 Lakeshore DriveEl Paso, TX - 1,420 12,394 284 1,420 12,678 529 2014 1988 435 S Mesa Hills DriveElizabeth City, NC - 200 2,760 2,011 200 4,771 1,928 1998 1997 400 Hastings LaneElizabethton, TN - 310 4,604 336 310 4,940 2,012 2001 1976 1200 Spruce LaneEmeryville, CA - 2,560 57,491 - 2,560 57,491 2,206 2014 1981 1440 40th StreetEnglewood, NJ - 930 4,514 17 930 4,531 658 2011 2002 333 Grand AvenueEnglishtown, NJ - 690 12,520 987 765 13,431 1,849 2010 2006 49 Lasatta AveErin, TN - 440 8,060 134 440 8,194 3,196 2001 1962 242 Rocky Hollow Rd.Eugene, OR - 800 5,822 - 800 5,822 102 2015 1999 4550 West Amazon DriveEureka, KS - 50 3,950 - 50 3,950 - 2015 2010 1820 E River StEverett, WA - 1,400 5,476 - 1,400 5,476 2,428 1999 1998 2015 Lake Heights Dr.Fair Lawn, NJ - 2,420 24,504 444 2,420 24,948 3,253 2011 1991 12-15 Saddle River RoadFairfield, CA - 1,460 14,040 1,541 1,460 15,581 5,530 2002 1991 3350 Cherry Hills St.Fairhope, AL - 570 9,119 - 570 9,119 904 2012 1973 50 Spring Run RoadFall River, MA - 620 5,829 4,856 620 10,685 4,708 1996 1908 1748 Highland Ave.Fall River, MA - 920 34,715 208 920 34,923 4,498 2011 2012 4901 North Main StreetFanwood, NJ - 2,850 55,175 818 2,850 55,993 6,238 2011 2015 295 South Ave.Faribault, MN - 780 11,539 - 780 11,539 50 2015 1980 828 1st Street NEFarnborough, UKJ - 2,433 6,857 - 2,433 6,857 192 2014 1987 Bruntile Close, Reading RoadFayetteville, PA - 2,150 32,951 - 2,150 32,951 362 2015 2015 6375 Chambersburg RoadFayetteville, GA - 560 12,665 309 560 12,974 1,116 2012 1983 1967 Highway 54 WestFayetteville, NY - 410 3,962 500 410 4,462 1,652 2001 2011 5125 Highbridge St.Findlay, OH - 200 1,800 - 200 1,800 891 1997 1999 725 Fox Run Rd.Fishers, IN - 1,500 14,500 - 1,500 14,500 2,315 2010 1993 9745 Olympia Dr.Florence, NJ - 300 2,978 - 300 2,978 1,120 2002 1997 901 Broad St.Florence, AL 6,985 353 13,049 200 385 13,217 2,542 2010 1998 3275 County Road 47Flourtown, PA - 1,800 14,830 203 1,800 15,033 2,011 2011 2009 350 Haws LaneFlower Mound, TX - 1,800 8,414 - 1,800 8,414 254 2011 1999 4141 Long Prairie RoadFollansbee, WV - 640 27,670 49 640 27,719 3,541 2011 2000 840 Lee RoadFolsom, CA - - 33,600 - 1,582 32,018 2,129 2013 2010 330 Montrose DriveForest City, NC - 320 4,497 - 320 4,497 1,586 2003 1987 493 Piney Ridge Rd.Fort Ashby, WV - 330 19,566 123 330 19,689 2,464 2011 2011 Diane Drive, Box 686Fort Collins, CO - 3,680 58,608 - 3,680 58,608 502 2015 2001 4750 Pleasant Oak DriveFort Wayne, IN - 170 8,232 - 170 8,232 1,926 2006 1994 2626 Fairfield Ave.Fort Worth, TX - 450 13,615 5,086 450 18,701 2,417 2010 1902 425 Alabama Ave.Franconia, NH - 360 11,320 70 360 11,390 1,491 2011 2000 93 Main StreetFranklin, NH - 430 15,210 47 430 15,257 1,978 2011 1999 7 Baldwin StreetFrederick, MD - - - 18,942 2,550 16,392 78 2013 1999 347 Ballenger Center DriveFredericksburg, VA - 1,000 20,000 1,200 1,000 21,200 5,796 2005 2012 3500 Meekins Dr.Fredericksburg, VA - 590 28,611 35 590 28,646 3,632 2011 1962 11 Dairy LaneFredericksburg, VA - 3,700 22,016 59 3,700 22,075 1,856 2012 2012 12100 Chancellors VillageFredericksburg, VA - 1,130 23,202 - 1,130 23,202 728 2014 2014 140 Brimley DriveFredonia, KS - 40 460 - 40 460 - 2015 1990 2111 E Washington StFremont, CA 18,860 3,400 25,300 3,203 3,456 28,447 7,578 2005 1980 2860 Country Dr.Fresno, CA - 2,500 35,800 118 2,500 35,918 6,803 2008 1992 7173 North Sharon AvenueGambrills, MD - 2,500 16,726 - 2,500 16,726 765 2012 2014 1219 Waugh Chapel RoadGardner, MA - 480 10,210 27 480 10,237 1,402 2011 2009 32 Hospital Hill RoadGardner, KS - 200 2,800 - 200 2,800 - 2015 1998 869 Juniper TerraceGardnerville, NV 12,189 1,143 10,831 1,075 1,164 11,885 8,346 1998 1996 1565-A Virginia Ranch Rd.Gastonia, NC - 470 6,129 - 470 6,129 2,100 2003 2005 1680 S. New Hope Rd.Gastonia, NC - 310 3,096 22 310 3,118 1,141 2003 1978 1717 Union Rd.Gastonia, NC - 400 5,029 120 400 5,149 1,780 2003 2002 1750 Robinwood Rd.Georgetown, TX - 200 2,100 - 200 2,100 1,027 1997 1997 2600 University Dr., E.Gettysburg, PA - 590 8,913 90 590 9,003 1,295 2011 2007 867 York RoadGig Harbor, WA 5,120 1,560 15,947 253 1,583 16,177 3,043 2010 1905 3213 45th St. Court NWGlastonbury, CT - 1,950 9,532 909 2,360 10,031 1,420 2011 2001 72 Salmon Brook DriveGlen Mills, PA - 690 9,110 165 690 9,275 1,276 2011 1997 549 Baltimore PikeGlenside, PA - 1,940 16,867 153 1,940 17,020 2,265 2011 2000 850 Paper Mill RoadGraceville, FL - 150 13,000 - 150 13,000 3,393 2006 1991 1083 Sanders Ave.Grafton, WV - 280 18,824 37 280 18,861 2,374 2011 2007 8 Rose StreetGranbury, TX - 2,040 30,670 149 2,040 30,819 3,824 2011 1900 100 Watermark BoulevardGranbury, TX - 2,550 2,940 400 2,550 3,340 362 2012 1998 916 East Highway 377Grand Ledge, MI - 1,150 16,286 5,119 1,150 21,405 2,568 2010 2013 4775 Village DrGranger, IN - 1,670 21,280 2,401 1,670 23,681 3,154 2010 2001 6330 North Fir RdGrapevine, TX - - - 19,692 2,220 17,472 220 2013 1999 4545 Merlot DriveGrass Valley, CA 4,268 260 7,667 170 260 7,837 426 2013 2001 415 Sierra College DriveGreendale, WI - 2,060 35,383 522 2,060 35,905 3,566 2012 2006 5700 Mockingbird LaneGreeneville, TN - 400 8,290 507 400 8,797 2,882 2004 2005 106 Holt Ct.Greenfield, WI - - 15,204 - 890 14,314 885 2013 1993 5017 South 110th StreetGreensboro, NC - 330 2,970 554 330 3,524 1,262 2003 1966 5809 Old Oak Ridge Rd.Greensboro, NC - 560 5,507 1,013 560 6,520 2,316 2003 2007 4400 Lawndale Dr.Greensboro, NC - 350 6,634 572 350 7,206 230 2014 1987 5918 Netfield RoadGreenville, SC - 310 4,750 - 310 4,750 1,572 2004 1980 23 Southpointe Dr.Greenville, NC - 290 4,393 168 290 4,561 1,559 2003 1996 2715 Dickinson Ave.Greenwood, IN - 1,550 22,770 81 1,550 22,851 3,138 2010 1992 2339 South SR 135Groton, CT - 2,430 19,941 895 2,430 20,836 2,912 2011 1996 1145 Poquonnock RoadHaddonfield, NJ - - - 16,883 520 16,363 288 2011 2004 132 Warwick RoadHamburg, PA - 840 10,543 191 840 10,734 1,595 2011 2009 125 Holly RoadHamilton, NJ - 440 4,469 - 440 4,469 1,667 2001 1994 1645 Whitehorse-Mercerville Rd.Hanford, UKG - 1,652 11,748 - 1,652 11,748 750 2013 1999 Bankhouse RoadHanover, IN - 210 4,430 - 210 4,430 1,499 2004 1999 188 Thornton RdHarleysville, PA - 960 11,355 - 960 11,355 1,999 2008 2000 695 Main StreetHarriman, TN - 590 8,060 158 590 8,218 3,374 2001 2015 240 Hannah Rd.Harrow, UKI - 8,848 9,880 - 8,848 9,880 296 2014 1997 177 Preston HillHatboro, PA - - 28,112 1,746 - 29,858 3,706 2011 2000 3485 Davisville RoadHatfield, UKH - 3,495 8,997 - 3,495 8,997 579 2013 2007 St Albans Road EastHaverford, PA - 1,880 33,993 836 1,883 34,826 4,449 2010 2014 731 Old Buck LaneHemet, CA - 870 3,405 - 870 3,405 760 2007 2009 25818 Columbia St.Hemet, CA - 1,890 28,606 985 1,899 29,582 8,109 2010 2014 1001 N. Lyon AveHemet, CA - 430 9,630 921 430 10,551 1,705 2010 1977 1001 N. Lyon AveHerne Bay, UKJ - 2,271 29,109 - 2,271 29,109 2,196 2013 1996 165 Reculver RoadHiawatha, KS - 40 4,210 - 40 4,210 - 2015 2009 400 Kansas AveHickory, NC - 290 987 232 290 1,219 581 2003 1988 2530 16th St. N.E.High Point, NC - 560 4,443 793 560 5,236 1,838 2003 2015 1568 Skeet Club Rd.High Point, NC - 370 2,185 410 370 2,595 973 2003 2009 1564 Skeet Club Rd.High Point, NC - 330 3,395 28 330 3,423 1,211 2003 2001 201 W. Hartley Dr.High Point, NC - 430 4,143 - 430 4,143 1,452 2003 1996 1560 Skeet Club Rd.High River, AB - 954 34,317 - 954 34,317 985 2014 1966 660 7th StreetHighland Park, IL - 2,820 15,832 189 2,820 16,021 1,293 2011 2012 1651 Richfield AvenueHighlands Ranch, CO - 940 3,721 4,983 940 8,704 1,666 2002 2012 9160 S. University Blvd.Hilltop, WV - 480 25,355 15 480 25,370 3,247 2011 1994 Saddle Shop RoadHinckley, UKF - 2,581 5,013 - 2,581 5,013 353 2013 2009 Tudor RoadHockessin, DE - 1,120 6,308 889 1,120 7,197 279 2014 1989 100 Saint Claire DriveHollywood, FL - 1,240 13,806 436 1,240 14,242 1,257 2012 2013 3880 South Circle DriveHolton, KS - 40 7,460 - 40 7,460 - 2015 1994 410 Juniper DrHomestead, FL - 2,750 11,750 - 2,750 11,750 3,137 2006 1998 1990 S. Canal Dr.Houston, TX - 5,090 9,471 - 5,090 9,471 1,882 2007 1986 15015 Cypress Woods Medical DriveHowell, NJ 9,470 1,066 21,577 270 1,069 21,844 2,900 2010 2014 100 Meridian PlaceHuntington, WV - 800 32,261 126 800 32,387 4,155 2011 1999 101 13th StreetHuron, OH - 160 6,088 1,452 160 7,540 2,028 2005 1981 1920 Cleveland Rd. W.Hurricane, WV - 620 21,454 804 620 22,258 2,862 2011 2012 590 N Poplar Fork RoadHutchinson, KS - 600 10,590 194 600 10,784 3,173 2004 1900 2416 BrentwoodIndianapolis, IN - 495 6,287 22,565 495 28,852 9,194 2006 2001 8616 W. Tenth St.Indianapolis, IN - 255 2,473 12,123 255 14,596 4,552 2006 1984 8616 W.Tenth St.Indianapolis, IN - 870 14,688 - 870 14,688 499 2014 1999 1635 N Arlington AvenueIndianapolis, IN - 890 18,781 - 890 18,781 570 2014 1966 5404 Georgetown RoadJackson, NJ - 6,500 26,405 2,193 6,500 28,598 2,346 2012 1988 2 Kathleen DriveJacksonville Beach, FL - 1,210 26,207 472 1,210 26,679 2,282 2012 1999 1700 The Greens WayJamestown, TN - - 6,707 508 - 7,215 5,289 2004 2010 208 N. Duncan St.Jefferson, OH - 80 9,120 - 80 9,120 2,664 2006 1964 222 Beech St.Jupiter, FL - 3,100 47,453 563 3,100 48,016 3,950 2012 2014 110 Mangrove Bay WayKansas City, KS - 700 20,116 - 700 20,116 45 2015 1968 8900 Parallel ParkwayKeene, NH - 530 9,639 284 530 9,923 1,259 2011 2014 677 Court StreetKenner, LA - 1,100 10,036 328 1,100 10,364 8,040 1998 2009 1600 Joe Yenni BlvdKennesaw, GA - 940 10,848 388 940 11,236 1,006 2012 1999 5235 Stilesboro RoadKennett Square, PA - 1,050 22,946 239 1,083 23,151 2,993 2010 1928 301 Victoria Gardens Dr.Kennewick, WA - 1,820 27,991 715 1,834 28,692 6,421 2010 1998 2802 W 35th AveKent, WA - 940 20,318 10,470 940 30,788 6,082 2007 1998 24121 116th Avenue SEKirkland, WA - 1,880 4,315 683 1,880 4,998 1,554 2003 2014 6505 Lakeview Dr.Kirkstall, UKE - 2,912 11,253 - 2,912 11,253 720 2013 1980 29 Broad LaneKokomo, IN - 710 16,044 - 710 16,044 544 2014 2000 2200 S. Dixon RdLaconia, NH - 810 14,434 496 810 14,930 1,963 2011 1981 175 Blueberry LaneLafayette, CO - 1,420 20,192 - 1,420 20,192 288 2015 1900 329 Exempla CircleLafayette, IN - 670 16,833 - 670 16,833 375 2015 2010 2402 South StreetLafayette, LA - 1,928 10,483 25 1,928 10,509 3,650 2006 1993 204 Energy ParkwayLake Barrington, IL - 3,400 66,179 46 3,400 66,225 5,448 2012 1999 22320 Classic CourtLake Zurich, IL - 1,470 9,830 - 1,470 9,830 1,245 2011 1900 550 America CourtLakeway, TX - 5,142 18,574 3,029 5,142 21,603 1,214 2007 2005 2000 Medical DrLakewood, CO - 2,160 28,091 49 2,160 28,140 1,350 2014 1900 7395 West Eastman PlaceLakewood Ranch, FL - 650 6,714 1,988 650 8,702 751 2011 1998 8230 Nature's WayLakewood Ranch, FL 6,981 1,000 22,388 - 1,000 22,388 2,059 2012 2007 8220 Natures WayLancaster, CA 9,742 700 15,295 625 712 15,907 3,391 2010 2012 43051 15th St. WestLancaster, PA - 890 7,623 79 890 7,702 1,142 2011 1999 336 South West End AveLancaster, NH - 430 15,804 160 430 15,964 2,059 2011 1986 91 Country Village RoadLancaster, NH - 160 434 28 160 462 116 2011 2013 63 Country Village RoadLanghorne, PA - 1,350 24,881 117 1,350 24,998 3,316 2011 1900 262 Toll Gate RoadLaPlata, MD(2) - 700 19,068 466 700 19,534 2,563 2011 1900 One Magnolia DriveLas Vegas, NV - 580 23,420 - 580 23,420 2,715 2011 1969 2500 North Tenaya WayLawrence, KS 3,497 250 8,716 - 250 8,716 792 2012 1998 3220 Peterson RoadLebanon, NH - 550 20,138 64 550 20,202 2,612 2011 1989 24 Old Etna RoadLecanto, FL - 200 6,900 - 200 6,900 2,191 2004 2007 2341 W. Norvell Bryant Hwy.Lee, MA - 290 18,135 926 290 19,061 7,035 2002 1905 600 & 620 Laurel St.Leeds, UKE - 2,359 15,824 - 2,359 15,824 276 2015 2011 100 Grove LaneLeicester, UKF - 3,657 29,177 - 3,657 29,177 2,309 2012 2001 307 London RoadLenoir, NC - 190 3,748 641 190 4,389 1,533 2003 1984 1145 Powell Rd., N.E.Leominster, MA - 530 6,201 25 530 6,226 945 2011 1900 44 Keystone DriveLethbridge, AB 1,487 1,214 2,750 - 1,214 2,750 113 2014 1996 785 Columbia Boulevard WestLethbridge, AB 3,052 618 6,855 - 618 6,855 197 2014 2012 1730 10th AvenueLewisburg, WV - 260 3,699 70 260 3,769 572 2011 1997 331 Holt LaneLexana, KS - 480 1,770 - 480 1,770 - 2015 1900 8710 Caenen Lake RdLexington, KY - 1,980 21,258 - 1,980 21,258 692 2014 2000 2531 Old Rosebud RoadLexington, NC - 200 3,900 1,015 200 4,915 1,780 2002 2002 161 Young Dr.Libertyville, IL - 6,500 40,024 - 6,500 40,024 5,165 2011 2005 901 Florsheim DrLichfield, UKG - 1,652 36,246 - 1,652 36,246 701 2015 2007 Wissage RoadLillington, NC - 470 17,579 - 470 17,579 575 2014 1900 54 Red Mulberry WayLillington, NC - 500 16,451 - 500 16,451 506 2014 1900 2041 NC-210 NLincoln, NE - 390 13,807 - 390 13,807 2,059 2010 1971 7208 Van Dorn St.Linwood, NJ - 800 21,984 799 838 22,745 3,041 2010 2003 432 Central AveLinwood, NJ - 2,310 14,912 - 2,310 14,912 37 2015 1900 201 New RoadLitchfield, CT - 1,240 17,908 10,893 1,250 28,792 2,504 2010 2008 19 Constitution WayLittle Neck, NY - 3,350 38,461 1,176 3,357 39,630 5,138 2010 1997 55-15 Little Neck Pkwy.Livermore, CA 9,837 4,100 24,996 - 4,100 24,996 740 2014 2015 35 Fenton StreetLoganville, GA - 1,430 22,912 557 1,430 23,469 2,174 2012 1900 690 Tommy Lee Fuller DriveLondon, UKI - 20,792 182,448 - 20,792 182,448 3,824 2015 2006 53 ParksideLondon, UKI - 4,719 32,497 - 4,719 32,497 681 2015 2013 49 ParksideLondon, UKI - 6,046 13,355 - 6,046 13,355 280 2015 1998 17-19 View RoadLongview, TX - 610 5,520 - 610 5,520 1,278 2006 1999 311 E Hawkins PkwyLongwood, FL - 1,260 6,445 - 1,260 6,445 792 2011 2009 425 South Ronald Reagan BoulevardLouisburg, KS - 280 4,320 - 280 4,320 - 2015 1995 202 Rogers StLouisville, KY - 490 10,010 2,768 490 12,778 3,822 2005 1998 4604 Lowe RdLouisville, KY - 430 7,135 163 430 7,298 3,007 2002 1991 2529 Six Mile LaneLouisville, KY - 350 4,675 133 350 4,808 2,010 2002 1999 1120 Cristland Rd.Lowell, MA - 1,070 13,481 103 1,070 13,584 1,887 2011 1987 841 Merrimack StreetLowell, MA - 680 3,378 30 680 3,408 579 2011 1997 30 Princeton BlvdLoxley, UKE - 1,637 18,727 - 1,637 18,727 1,405 2013 1999 Loxley RoadLutherville, MD - 1,100 19,786 1,579 1,100 21,365 2,706 2011 2013 515 Brightfield RoadLynchburg, VA - 340 16,114 - 340 16,114 532 2014 1986 189 Monica BlvdMacungie, PA - 960 29,033 16 960 29,049 3,700 2011 1968 1718 Spring Creek RoadMahwah, NJ - - - 28,844 1,605 27,239 408 2012 1978 15 Edison RoadManahawkin, NJ - 1,020 20,361 122 1,020 20,483 2,694 2011 2012 1361 Route 72 WestManalapan, NJ - 900 22,624 257 900 22,881 2,592 2011 1985 445 Route 9 SouthManassas, VA - 750 7,446 530 750 7,976 2,513 2003 1997 8341 Barrett Dr.Manchester, NH - 1,080 3,059 581 1,080 3,640 122 2014 2009 191 Hackett Hill RoadMankato, MN 12,839 1,460 32,104 - 1,460 32,104 138 2015 1996 100 Dublin RoadMansfield, TX - 660 5,251 - 660 5,251 1,229 2006 1998 2281 Country Club DrManteca, CA 5,987 1,300 12,125 1,566 1,312 13,679 4,039 2005 2001 430 N. Union Rd.Marianna, FL - 340 8,910 - 340 8,910 2,319 2006 1971 2600 Forest Glenn Tr.Marietta, GA - 1,270 10,519 447 1,270 10,966 962 2012 1975 3039 Sandy Plains RoadMarietta, PA - 1,050 13,633 - 1,050 13,633 150 2015 2001 2760 Maytown RoadMarion, IN - 720 12,750 1,136 720 13,886 446 2014 2000 614 W. 14th StreetMarion, IN - 990 9,190 824 990 10,014 382 2014 2014 505 N. Bradner AvenueMarlborough, UKK - 3,200 8,155 - 3,200 8,155 239 2014 1984 The CommonMarlinton, WV - 270 8,430 11 270 8,441 1,135 2011 2003 Stillwell Road, Route 1Marlton, NJ - - 38,300 2,894 - 41,194 7,404 2008 1989 92 Brick RoadMarmet, WV - 540 26,483 - 540 26,483 3,322 2011 2011 1 Sutphin DriveMartinsburg, WV - 340 17,180 50 340 17,230 2,178 2011 2009 2720 Charles Town RoadMartinsville, VA - 349 - - 349 - - 2003 1998 Rolling Hills Rd. & US Hwy. 58Marysville, WA 4,436 620 4,780 903 620 5,683 1,738 2003 2013 9802 48th Dr. N.E.Matawan, NJ - 1,830 20,618 7 1,830 20,625 2,360 2011 1995 625 State Highway 34Matthews, NC - 560 4,738 - 560 4,738 1,699 2003 1995 2404 Plantation Center Dr.McHenry, IL - 1,576 - - 1,576 - - 2006 1998 5200 Block of Bull Valley RoadMcKinney, TX - 1,570 7,389 - 1,570 7,389 1,237 2009 2013 2701 Alma Rd.McMinnville, OR - 720 7,984 - 720 7,984 138 2015 1994 3121 NE Cumulus AvenueMcMurray, PA - 1,440 15,805 3,601 1,440 19,406 1,998 2010 2000 240 Cedar Hill DrMechanicsburg, PA - 1,350 16,650 - 1,350 16,650 1,976 2011 1965 4950 Wilson LaneMedicine Hat, AB 2,440 932 5,566 - 932 5,566 180 2014 1999 65 Valleyview Drive SWMelbourne, FL - 7,070 48,257 13,444 7,070 61,701 9,939 2007 1975 7300 Watersong LaneMelville, NY - 4,280 73,283 3,798 4,292 77,069 9,676 2010 1997 70 Pinelawn RdMemphis, TN - 940 5,963 - 940 5,963 2,327 2004 1998 1150 Dovecrest Rd.Mendham, NJ - 1,240 27,169 633 1,240 27,802 3,514 2011 1900 84 Cold Hill RoadMenomonee Falls, WI - 1,020 6,984 1,652 1,020 8,636 1,602 2006 2011 W128 N6900 Northfield DriveMercerville, NJ - 860 9,929 116 860 10,045 1,411 2011 1997 2240 White Horse- Merceville RoadMeriden, CT - 1,300 1,472 5 1,300 1,477 428 2011 1998 845 Paddock AveMeridian, ID - 3,600 20,802 251 3,600 21,053 7,193 2006 1978 2825 E. Blue Horizon Dr.Merrillville, IN - 700 11,699 154 700 11,853 2,457 2007 1976 9509 Georgia St.Mesa, AZ 5,913 950 9,087 801 950 9,888 4,076 1999 2001 7231 E. BroadwayMiddleburg Heights, OH - 960 7,780 - 960 7,780 2,366 2004 1999 15435 Bagley Rd.Middleton, WI - 420 4,006 600 420 4,606 1,575 2001 1997 6701 Stonefield Rd.Middletown, RI - 1,480 19,703 - 1,480 19,703 2,629 2011 2014 333 Green End AvenueMidland, MI - 200 11,025 5,522 200 16,547 1,681 2010 2001 2325 Rockwell DrMilford, DE - 400 7,816 39 400 7,855 1,087 2011 1994 500 South DuPont BoulevardMilford, DE - 680 19,216 58 680 19,274 2,552 2011 2001 700 Marvel RoadMill Creek, WA 27,255 10,150 60,274 935 10,179 61,179 14,264 2010 2007 14905 Bothell-Everett HwyMillville, NJ - 840 29,944 104 840 30,048 3,891 2011 2010 54 Sharp StreetMilton Keynes, UKJ - 2,182 22,296 - 2,182 22,296 444 2015 1994 Tunbridge Grove, Kents HillMilwaukie, OR - 400 6,782 - 400 6,782 117 2015 1995 5770 SE Kellogg Creek DriveMishawaka, IN - 740 16,114 - 740 16,114 557 2014 2001 60257 Bodnar BlvdMissoula, MT - 550 7,490 377 550 7,867 2,151 2005 1987 3620 American WayMonclova, OH - 1,750 11,868 - 1,750 11,868 1,034 2011 1996 6935 Monclova RoadMonmouth Junction, NJ - 720 6,209 57 720 6,266 929 2011 1988 2 Deer Park DriveMonroe, NC - 470 3,681 648 470 4,329 1,549 2003 2009 918 Fitzgerald St.Monroe, NC - 310 4,799 857 310 5,656 1,911 2003 1951 919 Fitzgerald St.Monroe, NC - 450 4,021 114 450 4,135 1,478 2003 1999 1316 Patterson Ave.Monroe, WA - 2,560 34,460 519 2,584 34,955 6,720 2010 2008 15465 179th Ave. SEMonroe Township, NJ - 3,250 27,771 - 3,250 27,771 - 2015 2012 319 Forsgate DriveMonroe Twp, NJ - 1,160 13,193 75 1,160 13,268 1,873 2011 1994 292 Applegarth RoadMonteagle, TN - 310 3,318 - 310 3,318 1,401 2003 1965 218 Second St., N.E.Monterey, TN - - 4,195 410 - 4,605 3,324 2004 1980 410 W. Crawford Ave.Montville, NJ - 3,500 31,002 575 3,500 31,577 3,635 2011 1999 165 Changebridge Rd.Moorestown, NJ - 2,060 51,628 1,134 2,065 52,757 6,768 2010 2012 1205 N. Church StMoorestown, NJ - 6,400 23,875 - 6,400 23,875 1,119 2012 1999 250 Marter AvenueMorehead City, NC - 200 3,104 1,648 200 4,752 1,926 1999 1988 107 Bryan St.Morgantown, KY - 380 3,705 615 380 4,320 1,534 2003 1981 206 S. Warren St.Morgantown, WV - 190 15,633 20 190 15,653 1,664 2011 2010 161 Bakers Ridge RoadMorton Grove, IL - 1,900 19,374 159 1,900 19,533 2,146 2010 1999 5520 N. Lincoln Ave.Mount Pleasant, SC - - 17,200 - 4,052 13,149 1,304 2013 2008 1200 Hospital DriveMount Vernon, WA - 3,440 21,842 1,623 3,440 23,465 689 2014 1998 1810 E. Division StreetMountain City, TN - 220 5,896 660 220 6,556 4,484 2001 1987 919 Medical Park Dr.Moyock, NC - 280 13,381 - 280 13,381 428 2014 1976 141 Moyock Landing DriveMt. Vernon, WA - 400 2,200 156 400 2,356 564 2006 2007 3807 East College WayMurphy, TX - 1,950 19,182 - 1,950 19,182 164 2015 1998 304 West FM 544Nacogdoches, TX - 390 5,754 - 390 5,754 1,325 2006 1988 5902 North StNaperville, IL - 3,470 29,547 - 3,470 29,547 3,886 2011 2004 504 North River RoadNaples, FL - 1,716 17,306 2,075 1,738 19,358 16,781 1997 2013 1710 S.W. Health Pkwy.Naples, FL - 550 5,450 - 550 5,450 1,866 2004 1999 2900 12th St. N.Nashville, TN - 4,910 29,590 - 4,910 29,590 5,944 2008 2002 15 Burton Hills BoulevardNashville, TN - 4,500 12,287 - 4,500 12,287 1,008 2011 2009 832 Wedgewood AveNaugatuck, CT - 1,200 15,826 176 1,200 16,002 2,127 2011 1994 4 Hazel AvenueNeedham, MA - 1,610 13,715 366 1,610 14,081 5,791 2002 2011 100 West St.Neodesha, KS - 20 430 - 20 430 - 2015 2010 400 Fir StNew Braunfels, TX - 1,200 19,800 9,397 2,729 27,668 2,633 2011 2011 2294 East Common StreetNew Haven, IN - 176 3,524 - 176 3,524 1,434 2004 1995 1201 Daly Dr.New Moston, UKD - 1,770 5,233 - 1,770 5,233 349 2013 1999 90a BroadwayNewark, DE - 560 21,220 1,488 560 22,708 6,364 2004 1997 200 E. Village Rd.Newcastle Under Lyme, UKG - 1,327 6,760 - 1,327 6,760 430 2013 2014 Hempstalls LaneNewcastle-under-Lyme, UKG - 1,345 6,618 - 1,345 6,618 194 2014 1900 Silverdale RoadNewport, VT - 290 3,867 - 290 3,867 572 2011 1999 35 Bel-Aire DriveNorman, OK - 55 1,484 - 55 1,484 844 1995 1998 1701 Alameda Dr.Norman, OK - 1,480 33,330 - 1,480 33,330 3,001 2012 2011 800 Canadian Trails DriveNorristown, PA - 1,200 19,488 1,762 1,200 21,250 2,682 2011 1900 1700 Pine StreetNorth Andover, MA - 950 21,817 53 950 21,870 2,842 2011 1996 140 Prescott StreetNorth Andover, MA - 1,070 17,341 1,303 1,070 18,644 2,452 2011 1996 1801 Turnpike StreetNorth Augusta, SC - 332 2,558 - 332 2,558 1,169 1999 1994 105 North Hills Dr.North Bend, OR - 1,290 7,361 - 1,290 7,361 129 2015 1991 2290 Inland DriveNorth Cape May, NJ - 600 22,266 36 600 22,302 2,882 2011 1981 700 Townbank RoadNorth Cape May, NJ - 630 13,556 - 630 13,556 157 2015 2001 3809 Bayshore RoadNorth Cape May, NJ - 77 151 - 77 151 - 2015 1990 610 Town Bank RoadNorthampton, UKF - 6,193 20,736 - 6,193 20,736 1,373 2013 2001 Cliftonville RoadNorthampton, UKF - 2,407 7,479 - 2,407 7,479 288 2014 2013 Cliftonville RoadNuneaton, UKG - 3,974 10,737 - 3,974 10,737 684 2013 2007 132 Coventry RoadNuthall, UKF - 1,946 7,486 - 1,946 7,486 256 2014 1991 172A Nottingham RoadNuthall, UKF - 2,986 12,474 - 2,986 12,474 803 2013 1900 172 Nottingham RoadOak Hill, WV - 240 24,506 - 240 24,506 3,068 2011 1998 422 23rd StreetOak Hill, WV - 170 721 - 170 721 198 2011 1999 438 23rd StreetOakland, CA - 4,760 16,143 - 4,760 16,143 639 2014 1994 468 Perkins StreetOcala, FL - 1,340 10,564 - 1,340 10,564 1,870 2008 1988 2650 SE 18TH AvenueOgden, UT - 360 6,700 699 360 7,399 2,135 2004 2014 1340 N. Washington Blv.Oklahoma City, OK - 590 7,513 - 590 7,513 1,554 2007 2007 13200 S. May AveOklahoma City, OK - 760 7,017 - 760 7,017 1,380 2007 1979 11320 N. Council RoadOlds, AB - 222 7,688 - 222 7,688 219 2014 2005 5600 Sunrise CrescentOlds, AB - 580 13,142 - 580 13,142 259 2015 1989 3300 57th AvenueOlympia, WA 6,397 550 16,689 298 553 16,984 3,266 2010 2008 616 Lilly Rd. NEOmaha, NE - 370 10,230 - 370 10,230 1,550 2010 2006 11909 Miracle Hills Dr.Omaha, NE - 380 8,864 - 380 8,864 1,399 2010 2009 5728 South 108th St.Ona, WV - 950 15,998 - 950 15,998 140 2015 2009 100 Weatherholt DriveOneonta, NY - 80 5,020 - 80 5,020 1,061 2007 1999 1846 County Highway 48Orem, UT - 2,150 24,107 - 2,150 24,107 157 2015 1995 250 East Center StreetOrmond Beach, FL - - 2,739 452 - 3,191 1,941 2002 1993 103 N. Clyde Morris Blvd.Orwigsburg, PA - 650 20,632 134 650 20,766 2,715 2011 1998 1000 Orwigsburg Manor DriveOsage City, KS - 50 1,700 - 50 1,700 - 2015 2001 1403 Laing StOsawatomie, KS - 130 2,970 - 130 2,970 - 2015 1997 1520 Parker AveOttawa, KS - 160 6,590 - 160 6,590 - 2015 1965 2250 S Elm StOverland Park, KS - 3,730 27,076 340 3,730 27,416 4,641 2008 1997 12000 Lamar AvenueOverland Park, KS - 4,500 29,105 7,295 4,500 36,400 5,210 2010 1986 6101 W 119th StOverland Park, KS - 410 2,840 - 410 2,840 - 2015 1952 14430 Metcalf AveOwasso, OK - 215 1,380 - 215 1,380 705 1996 2000 12807 E. 86th Place N.Owensboro, KY - 240 6,760 609 240 7,369 2,160 1993 1972 1614 W. Parrish Ave.Owensboro, KY - 225 13,275 - 225 13,275 4,076 2005 2008 1205 Leitchfield Rd.Owenton, KY - 100 2,400 - 100 2,400 906 2005 1968 905 Hwy. 127 N.Oxford, MI 11,038 1,430 15,791 - 1,430 15,791 2,266 2010 1979 701 Market StPalestine, TX - 180 4,320 1,300 180 5,620 1,357 2006 2010 1625 W. Spring St.Palm Coast, FL - 870 10,957 - 870 10,957 1,804 2008 1998 50 Town Ct.Paola, KS - 190 5,610 - 190 5,610 - 2015 1900 601 N. East StreetParis, TX - 490 5,452 - 490 5,452 3,331 2005 1972 750 N Collegiate DrParkersburg, WV - 390 21,288 643 390 21,931 2,775 2011 2010 723 Summers StreetParkville, MD - 1,350 16,071 274 1,350 16,345 2,192 2011 1996 8710 Emge RoadParkville, MD - 791 11,186 3 791 11,189 1,549 2011 1988 8720 Emge RoadParkville, MD - 1,100 11,768 - 1,100 11,768 1,612 2011 2008 1801 Wentworth RoadPaso Robles, CA - 1,770 8,630 693 1,770 9,323 3,370 2002 1997 1919 Creston Rd.Passaic, NJ - 2,750 9,982 - 2,750 9,982 26 2015 1998 56 Hamilton AvenuePella, IA - 870 6,716 89 870 6,805 596 2012 1972 2602 Fifield RoadPennington, NJ - 1,380 27,620 752 1,465 28,287 3,162 2011 1900 143 West Franklin AvenuePennsauken, NJ - 900 10,780 179 900 10,959 1,645 2011 2009 5101 North Park DrivePetoskey, MI - 860 14,452 - 860 14,452 1,946 2011 2006 965 Hager DrPewaukee, WI - 4,700 20,669 - 4,700 20,669 6,100 2007 1985 2400 Golf Rd.Philadelphia, PA - 2,700 25,709 332 2,700 26,041 3,432 2011 1905 184 Bethlehem PikePhiladelphia, PA - 2,930 10,433 3,373 2,930 13,806 1,899 2011 2005 1526 Lombard StreetPhiladelphia, PA - 540 11,239 65 540 11,304 1,446 2011 1963 8015 Lawndale AvenuePhiladelphia, PA - 1,810 16,898 33 1,810 16,931 2,467 2011 2001 650 Edison AvenuePhillipsburg, NJ - 800 21,175 193 800 21,368 2,843 2011 1982 290 Red School LanePhillipsburg, NJ - 300 8,114 37 300 8,151 1,084 2011 1985 843 Wilbur AvenuePigeon Forge, TN - 320 4,180 117 320 4,297 1,833 2001 1992 415 Cole Dr.Pinehurst, NC - 290 2,690 484 290 3,174 1,176 2003 1990 17 Regional Dr.Piqua, OH - 204 1,885 - 204 1,885 889 1997 1998 1744 W. High St.Pittsburgh, PA - 1,750 8,572 115 1,750 8,687 2,636 2005 1998 100 Knoedler Rd.Plainview, NY - 3,990 11,969 560 3,990 12,529 1,581 2011 1998 150 Sunnyside BlvdPlattsmouth, NE - 250 5,650 - 250 5,650 900 2010 2001 1913 E. Highway 34Plymouth, MI - 1,490 19,990 129 1,490 20,119 2,742 2010 1980 14707 Northville RdPonoka, AB 3,647 418 10,831 - 418 10,831 309 2014 2005 4004 40th Street ClosePort St. Joe, FL - 370 2,055 - 370 2,055 1,159 2004 2001 220 9th St.Port St. Lucie, FL - 8,700 47,230 6,090 8,700 53,320 7,859 2008 1986 10685 SW Stony Creek WayPost Falls, ID - 2,700 14,217 2,181 2,700 16,398 3,233 2007 1994 460 N. Garden Plaza Ct.Pottsville, PA - 950 26,964 202 950 27,166 3,589 2011 1956 1000 Schuylkill Manor RoadPrinceton, NJ - 1,730 30,888 1,397 1,810 32,205 3,662 2011 2006 155 Raymond RoadPrior Lake, MN 14,250 1,870 29,849 - 1,870 29,849 128 2015 1972 4685 Park Nicollet AvenuePuyallup, WA 11,136 1,150 20,776 445 1,156 21,216 4,180 2010 2004 123 Fourth Ave. NWQuakertown, PA - 1,040 25,389 72 1,040 25,461 3,291 2011 1997 1020 South Main StreetRaleigh, NC 24,091 3,530 59,589 - 3,530 59,589 5,110 2012 2004 5301 Creedmoor RoadRaleigh, NC - 2,580 16,837 - 2,580 16,837 1,561 2012 2000 7900 Creedmoor RoadReading, PA - 980 19,906 102 980 20,008 2,627 2011 2007 5501 Perkiomen AveRed Bank, NJ - 1,050 21,275 390 1,050 21,665 2,445 2011 1996 One Hartford Dr.Rehoboth Beach, DE - 960 24,248 8,562 973 32,796 3,420 2010 2010 36101 Seaside BlvdReidsville, NC - 170 3,830 857 170 4,687 1,715 2002 1900 2931 Vance St.Reno, NV - 1,060 11,440 605 1,060 12,045 3,541 2004 1999 5165 Summit Ridge RoadRichardson, TX - 1,800 16,562 - 1,800 16,562 303 2015 1980 1350 East Lookout DriveRichmond, VA - - 12,000 - 250 11,750 835 2013 1900 2220 Edward Holland DriveRidgeland, MS - 520 7,675 427 520 8,102 2,575 2003 2004 410 Orchard ParkRidgely, TN - 300 5,700 97 300 5,797 2,308 2001 1970 117 N. Main St.Ridgewood, NJ - 1,350 16,170 480 1,350 16,650 2,139 2011 1998 330 Franklin TurnpikeRochdale, MA - - 7,100 - 690 6,410 444 2013 2004 111 Huntoon Memorial HighwayRockledge, FL - 360 4,117 - 360 4,117 1,953 2001 1997 1775 Huntington LaneRockville, MD - - 16,398 10 - 16,408 1,716 2012 1999 9701 Medical Center DriveRockville, CT - 1,500 4,835 76 1,500 4,911 872 2011 1979 1253 Hartford TurnpikeRockville Centre, NY - 4,290 20,310 569 4,290 20,879 2,481 2011 1965 260 Maple AveRockwall, TX - - - 19,693 2,220 17,473 225 2012 1999 720 E Ralph Hall ParkwayRockwood, TN - 500 7,116 741 500 7,857 3,091 2001 1995 5580 Roane State Hwy.Rocky Hill, CT - 1,090 6,710 1,500 1,090 8,210 2,491 2003 1968 60 Cold Spring Rd.Rogersville, TN - 350 3,278 - 350 3,278 1,388 2003 1989 109 Hwy. 70 N.Rohnert Park, CA 13,265 6,500 18,700 2,116 6,546 20,769 5,712 2005 2005 4855 Snyder LaneRomeoville, IL - 1,895 - - 1,895 - - 2006 1997 Grand Haven CircleRoseburg, OR - 1,200 4,891 - 1,200 4,891 85 2015 2004 1901 NW Hughwood DriveRoseville, MN - 2,140 24,679 - 2,140 24,679 107 2015 1993 2750 North Victoria StreetRoswell, GA 7,628 1,107 9,627 1,086 1,114 10,706 7,536 1997 2005 655 Mansell Rd.Rugeley, UKG - 2,271 12,266 - 2,271 12,266 827 2013 1961 Horse FairRuston, LA - 710 9,790 - 710 9,790 1,261 2011 2014 1401 Ezelle StRutland, VT - 1,190 23,655 88 1,190 23,743 3,125 2011 1997 9 Haywood AvenueSacramento, CA 9,948 940 14,781 251 952 15,020 2,963 2010 2001 6350 Riverside BlvdSalem, OR - 449 5,171 - 449 5,172 2,342 1999 1988 1355 Boone Rd. S.E.Salem, OR - 440 4,726 - 440 4,726 83 2015 1987 3988 12th Street SESalisbury, NC - 370 5,697 168 370 5,865 2,006 2003 2005 2201 Statesville Blvd.San Angelo, TX - 260 8,800 425 260 9,225 2,658 2004 2004 2695 Valleyview Blvd.San Angelo, TX - 1,050 24,689 16 1,050 24,705 986 2014 1992 6101 Grand Court RoadSan Antonio, TX - 6,120 28,169 2,124 6,120 30,293 3,514 2010 1998 2702 Cembalo BlvdSan Antonio, TX - - 17,303 - - 17,303 5,758 2007 1990 8902 Floyd Curl Dr.San Bernardino, CA - 3,700 14,300 687 3,700 14,987 2,741 2008 2000 1760 W. 16th St.San Diego, CA - - 22,003 1,845 - 23,848 4,279 2008 1964 555 Washington St.San Ramon, CA 8,531 2,430 17,488 60 2,435 17,543 3,354 2010 2011 18888 Bollinger Canyon RdSanatoga, PA - 980 30,695 38 980 30,733 3,903 2011 1997 225 Evergreen RoadSand Springs, OK 6,530 910 19,654 - 910 19,654 1,803 2012 2010 4402 South 129th Avenue WestSarasota, FL - 475 3,175 - 475 3,175 1,695 1996 2001 8450 McIntosh Rd.Sarasota, FL - 600 3,400 - 600 3,400 1,298 2004 1996 4602 Northgate Ct.Sarasota, FL - 3,360 19,140 - 3,360 19,140 2,175 2011 2011 6150 Edgelake DriveSarasota, FL - 1,120 12,489 106 1,120 12,595 1,144 2012 2006 2290 Cattlemen RoadSarasota, FL - 950 8,825 535 950 9,360 827 2012 1988 3221 Fruitville RoadSarasota, FL - 880 9,854 182 880 10,036 946 2012 1990 3749 Sarasota Square BoulevardScott Depot, WV - 350 6,876 58 350 6,934 956 2011 1995 5 Rolling MeadowsScranton, PA - 440 17,609 - 440 17,609 557 2014 1977 2741 Blvd. AveScranton, PA - 320 12,144 - 320 12,144 381 2014 1992 2751 Boulevard AveSeaford, DE - 720 14,029 53 720 14,082 1,949 2011 1997 1100 Norman Eskridge HighwaySeaford, DE - 830 7,995 1,547 830 9,542 887 2012 2005 715 East King StreetSeattle, WA 7,456 5,190 9,350 564 5,199 9,905 2,865 2010 1995 11501 15th Ave NESeattle, WA - 3,420 15,555 205 3,420 15,760 3,332 2010 2001 2326 California Ave SWSeattle, WA - 2,630 10,257 666 2,630 10,923 2,283 2010 2000 4611 35th Ave SWSeattle, WA 27,610 10,670 37,291 894 10,700 38,155 9,686 2010 2005 805 4th Ave NSelbyville, DE - 750 25,912 298 769 26,191 3,440 2010 2007 21111 Arrington DrSeven Fields, PA - 484 4,663 60 484 4,722 2,144 1999 2011 500 Seven Fields Blvd.Severna Park, MD(2) - 2,120 31,273 808 2,120 32,081 4,037 2011 2001 24 Truckhouse RoadShawnee, OK - 80 1,400 - 80 1,400 738 1996 1998 3947 KickapooShelbyville, KY - 630 3,870 630 630 4,500 1,226 2005 1992 1871 Midland TrailShelton, WA - 530 17,049 296 530 17,345 1,673 2012 1900 900 W Alpine WayShepherdstown, WV - 250 13,806 13 250 13,819 1,762 2011 2001 80 Maddex DriveSherman, TX - 700 5,221 - 700 5,221 1,272 2005 2014 1011 E. Pecan Grove Rd.Shillington, PA - 1,020 19,569 956 1,020 20,525 2,652 2011 1998 500 E Philadelphia AveShrewsbury, NJ - 2,120 38,116 724 2,127 38,833 5,049 2010 1997 5 Meridian WaySilver Spring, MD - 1,250 7,278 269 1,250 7,547 802 2012 2009 2101 Fairland RoadSilvis, IL - 880 16,420 139 880 16,559 2,358 2010 1998 1900 10th St.Sissonville, WV - 600 23,948 55 600 24,003 3,083 2011 1999 302 Cedar Ridge RoadSisterville, WV - 200 5,400 242 200 5,642 794 2011 1999 201 Wood StreetSittingbourne, UKJ - 1,622 7,815 - 1,622 7,815 220 2014 1950 200 London RoadSmithfield, NC - 290 5,680 - 290 5,680 1,959 2003 2000 830 Berkshire Rd.Smithfield, NC - 360 8,216 - 360 8,216 256 2014 1989 250 Highway 210 WestSomerset, MA - 1,010 29,577 151 1,010 29,728 3,788 2011 1979 455 Brayton AvenueSonoma, CA 14,497 1,100 18,400 1,700 1,109 20,090 5,507 2005 1987 800 Oregon St.South Bend, IN - 670 17,770 - 670 17,770 555 2014 1997 52565 State Road 933South Boston, MA - 385 2,002 5,218 385 7,220 3,320 1995 2003 804 E. Seventh St.South Croydon, UKI - 2,949 2,507 - 2,949 2,507 75 2014 1900 42-46 Bramley HillSouth Pittsburg, TN - 430 5,628 - 430 5,628 2,077 2004 1998 201E. 10th St.Southbury, CT - 1,860 23,613 958 1,860 24,571 3,020 2011 2001 655 Main StSparks, NV - 3,700 46,526 - 3,700 46,526 8,130 2007 1996 275 Neighborhood WaySpencer, WV - 190 8,810 28 190 8,838 1,170 2011 1952 825 Summit StreetSpring City, TN - 420 6,085 3,210 420 9,295 3,344 2001 2013 331 Hinch St.Spring House, PA - 900 10,780 199 900 10,979 1,531 2011 2004 905 Penllyn PikeSpringfield, OR - 1,790 8,865 - 1,790 8,865 153 2015 1989 770 Harlow RoadSpringfield, IL - - 10,100 - 768 9,332 833 2013 2002 701 North Walnut StreetSpringfield, IL - 990 13,378 1,084 990 14,462 451 2014 1999 3089 Old Jacksonville RoadSpruce Pine, NC - 240 8,340 676 240 9,016 287 2014 1986 13681 Highway 226 SouthSt. Charles, MD - 580 15,555 84 580 15,639 2,079 2011 2008 4140 Old Washington HighwaySt. Paul, MN - 2,100 33,019 - 2,100 33,019 142 2015 1995 750 Mississippi RiverStamford, UKF - 2,175 3,871 - 2,175 3,871 116 2014 1988 Priory RoadStanwood, WA - 2,260 28,474 467 2,283 28,918 5,829 2010 2009 7212 265th St NWStatesville, NC - 150 1,447 266 150 1,713 633 2003 1997 2441 E. Broad St.Statesville, NC - 310 6,183 8 310 6,191 2,068 2003 2008 2806 Peachtree PlaceStatesville, NC - 140 3,627 - 140 3,627 1,243 2003 1999 2814 Peachtree Rd.Stillwater, OK - 80 1,400 - 80 1,400 741 1995 1999 1616 McElroy Rd.Stockton, CA 2,863 2,280 5,983 397 2,372 6,288 1,455 2010 2012 6725 InglewoodStratford-upon-Avon, UKG - 944 17,341 - 944 17,341 335 2015 1997 Scholars LaneStroudsburg, PA - 340 16,313 - 340 16,313 519 2014 2008 370 Whitestone Corner RoadSummit, NJ - 3,080 14,152 - 3,080 14,152 1,843 2011 2005 41 Springfield AvenueSuperior, WI - 1,020 13,735 6,159 1,020 19,894 1,282 2009 1952 1915 North 34th StreetSwanton, OH - 330 6,370 - 330 6,370 2,062 2004 2005 401 W. Airport Hwy.Takoma Park, MD - 1,300 10,136 - 1,300 10,136 1,058 2012 1988 7525 Carroll AvenueTerre Haute, IN - 1,370 18,016 - 1,370 18,016 354 2015 1984 395 8th AvenueTexarkana, TX - 192 1,403 - 192 1,403 716 1996 1999 4204 Moores LaneThe Villages, FL - 1,035 7,446 - 1,035 7,446 430 2013 2009 2450 Parr DriveTomball, TX - 1,050 13,300 671 1,050 13,971 1,715 2011 2001 1221 Graham DrToms River, NJ - 1,610 34,627 708 1,679 35,265 4,631 2010 1971 1587 Old Freehold RdToms River, NJ - 4,180 7,707 - 4,180 7,707 20 2015 1965 1351 Old Freehold RoadTonganoxie, KS - 310 3,690 - 310 3,690 - 2015 1985 120 W 8th StTopeka, KS - 260 12,712 - 260 12,712 1,204 2012 1986 1931 Southwest Arvonia PlaceTowson, MD(2) - 1,180 13,280 195 1,180 13,475 1,819 2011 2002 7700 York RoadTroy, OH - 200 2,000 4,254 200 6,254 1,672 1997 1993 81 S. Stanfield Rd.Troy, OH - 470 16,730 - 470 16,730 5,214 2004 1987 512 Crescent DriveTrumbull, CT - 4,440 43,384 - 4,440 43,384 5,393 2011 2002 6949 Main StreetTucson, AZ - 1,190 18,318 - 1,190 18,318 40 2015 1973 8151 E Speedway BoulevardTulsa, OK - 3,003 6,025 20 3,003 6,045 2,927 2006 1992 3219 S. 79th E. Ave.Tulsa, OK - 1,390 7,110 462 1,390 7,572 1,239 2010 1990 7220 S. Yale Ave.Tulsa, OK - 1,320 10,087 - 1,320 10,087 296 2011 1975 7902 South Mingo Road EastTyler, TX - 650 5,268 - 650 5,268 1,224 2006 1996 5550 Old Jacksonville Hwy.Uhrichsville, OH - 24 6,716 - 24 6,716 1,882 2006 2003 5166 Spanson Drive S.E.Uniontown, PA - 310 6,817 84 310 6,901 936 2011 1965 75 Hikle StreetUpper Providence, PA - - - 30,095 1,900 28,195 483 2013 2013 1133 Black Rock RoadVacaville, CA 13,640 900 17,100 1,651 900 18,751 5,251 2005 2002 799 Yellowstone Dr.Vallejo, CA 13,656 4,000 18,000 2,344 4,030 20,315 5,625 2005 1999 350 Locust Dr.Vallejo, CA 7,257 2,330 15,407 310 2,330 15,717 3,321 2010 2007 2261 TuolumneValley Falls, RI - 1,080 7,433 10 1,080 7,443 1,024 2011 1997 100 Chambers StreetValparaiso, IN - 112 2,558 - 112 2,558 1,027 2001 1998 2601 Valparaiso St.Valparaiso, IN - 108 2,962 - 108 2,962 1,168 2001 1963 2501 Valparaiso St.Vancouver, WA 11,427 1,820 19,042 270 1,821 19,311 3,855 2010 1974 10011 NE 118th AveVenice, FL - 500 6,000 - 500 6,000 2,019 2004 2003 1240 Pinebrook Rd.Venice, FL - 1,150 10,674 - 1,150 10,674 1,811 2008 2000 1600 Center Rd.Vero Beach, FL - 263 3,187 - 263 3,187 1,246 2001 1900 420 4th Ct.Vero Beach, FL - 297 3,263 - 297 3,263 1,286 2001 2001 410 4th Ct.Vero Beach, FL - 2,930 40,070 15,112 2,930 55,182 10,691 2007 2001 7955 16th ManorVirginia Beach, VA - 1,540 22,593 - 1,540 22,593 719 2014 2013 5520 Indian River RdVoorhees, NJ - 1,800 37,299 559 1,800 37,858 4,942 2011 1998 2601 Evesham RoadVoorhees, NJ(2) - 1,900 26,040 894 1,900 26,934 3,515 2011 1998 3001 Evesham RoadVoorhees, NJ - 3,100 25,950 - 3,100 25,950 2,207 2011 2005 113 South Route 73Voorhees, NJ - 3,700 24,312 1,490 3,847 25,655 1,667 2012 2005 311 Route 73Wabash, IN - 670 14,588 - 670 14,588 496 2014 2000 20 John Kissinger DriveWaconia, MN - 890 14,726 4,495 890 19,221 2,061 2011 1992 500 Cherry StreetWake Forest, NC - 200 3,003 1,742 200 4,745 1,974 1998 1988 611 S. Brooks St.Walkersville, MD - 1,650 15,103 - 1,650 15,103 1,535 2012 1999 56 West Frederick StreetWall, NJ - 1,650 25,350 2,361 1,690 27,671 3,000 2011 2009 2021 Highway 35Wallingford, CT - 490 1,210 59 490 1,269 283 2011 2002 35 Marc DriveWalsall, UKG - 1,416 10,234 - 1,416 10,234 209 2015 2004 Little Aston RoadWamego, KS - 40 2,510 - 40 2,510 - 2015 2009 1607 4th StWareham, MA - 875 10,313 1,701 875 12,014 4,711 2002 2012 50 Indian Neck Rd.Warren, NJ - 2,000 30,810 478 2,000 31,288 3,504 2011 2013 274 King George RdWarwick, RI - 1,530 18,564 170 1,530 18,734 2,514 2011 2015 660 Commonwealth AvenueWatchung, NJ - 1,920 24,880 901 1,976 25,724 2,885 2011 1900 680 Mountain BoulevardWaukee, IA - 1,870 31,878 1,075 1,870 32,953 2,829 2012 1999 1650 SE Holiday Crest CircleWaxahachie, TX - 650 5,763 - 650 5,763 1,204 2007 1900 1329 Brown St.Weatherford, TX - 660 5,261 - 660 5,261 1,232 2006 1900 1818 Martin DriveWebster, NY - 800 8,968 36 800 9,004 778 2012 2002 100 Kidd Castle WayWebster, NY - 1,300 21,127 9 1,300 21,136 1,753 2012 1988 200 Kidd Castle WayWebster Groves, MO - 1,790 15,425 - 1,790 15,425 1,368 2011 2002 45 E Lockwood AvenueWellingborough, UKF - 1,770 6,841 - 1,770 6,841 184 2015 2011 159 NorthamptonWest Bend, WI - 620 17,790 38 620 17,828 1,890 2010 1998 2130 Continental DrWest Chester, PA - 1,350 29,237 122 1,350 29,359 3,833 2011 2012 800 West Miner StreetWest Chester, PA - 3,290 42,258 594 3,290 42,852 4,266 2012 2003 1615 East Boot RoadWest Chester, PA - 600 11,894 5 600 11,899 1,210 2012 1991 1615 East Boot RoadWest Orange, NJ - 2,280 10,687 182 2,280 10,869 1,581 2011 1900 20 Summit StreetWest Worthington, OH - 510 5,090 - 510 5,090 1,479 2006 1900 111 Lazelle Rd., E.Westerville, OH - 740 8,287 3,105 740 11,392 8,069 1998 2001 690 Cooper Rd.Westfield, IN(2) - 890 15,964 - 890 15,964 538 2014 1988 937 E. 186th StreetWestfield, NJ - 2,270 16,589 497 2,270 17,086 2,441 2011 1962 1515 Lamberts Mill RoadWestford, MA - 920 13,829 205 920 14,034 1,898 2011 2008 3 Park DriveWestlake, OH - 1,330 17,926 - 1,330 17,926 6,923 2001 1999 27601 Westchester Pkwy.Westmoreland, TN - 330 1,822 2,640 330 4,462 1,837 2001 2012 1559 New Hwy. 52Weston Super Mare, UKK - 3,008 8,432 - 3,008 8,432 540 2013 1905 141b Milton RoadWestworth Village, TX - 2,060 31,296 - 2,060 31,296 887 2014 1900 25 Leonard TrailWetaskiwin, AB - 336 20,131 - 336 20,131 574 2014 1900 5430-37 A AvenueWhite Lake, MI 9,970 2,920 20,179 92 2,920 20,271 2,821 2010 1900 935 Union Lake RdWhittier, CA - 4,470 22,151 458 4,483 22,596 5,940 2010 1987 13250 E Philadelphia StWichita, KS - 1,400 11,000 - 1,400 11,000 3,511 2006 2013 505 North Maize RoadWichita, KS - 860 8,873 - 860 8,873 265 2011 2005 10604 E 13th Street NorthWichita, KS 13,404 627 19,746 - 627 19,752 1,781 2012 2006 2050 North Webb RoadWichita, KS - 260 2,240 - 260 2,240 - 2015 2009 900 N Bayshore DrWichita, KS - - - 11,034 900 10,134 286 2011 1900 10604 E 13th Street NorthWichita Falls, TX - 1,070 26,167 86 1,070 26,253 1,037 2014 1986 3908 Kell W BoulevardWilkes-Barre, PA - 610 13,842 119 610 13,961 1,891 2011 1988 440 North River StreetWilkes-Barre, PA - 570 2,301 44 570 2,345 498 2011 1979 300 Courtright StreetWillard, OH - 730 6,447 - 730 6,447 669 2011 2011 1050 Neal ZickWilliamsport, PA - 300 4,946 373 300 5,319 734 2011 1993 1251 Rural AvenueWilliamsport, PA - 620 8,487 438 620 8,925 1,284 2011 1999 1201 Rural AvenueWilliamstown, KY - 70 6,430 - 70 6,430 1,994 2005 2012 201 Kimberly LaneWillow Grove, PA - 1,300 14,736 109 1,300 14,845 2,096 2011 1900 1113 North Easton RoadWilmington, DE - 800 9,494 57 800 9,551 1,339 2011 2000 810 S Broom StreetWilmington, NC - 210 2,991 - 210 2,991 1,348 1999 1993 3501 Converse Dr.Wilmington, NC - 400 15,356 - 400 15,356 502 2014 2013 3828 Independence BlvdWilmington, NC - 610 6,575 587 610 7,162 264 2014 1970 3915 Stedwick CtWindsor, CT - 2,250 8,539 1,843 2,250 10,382 1,462 2011 1997 One Emerson DriveWindsor, CT - 1,800 600 944 1,800 1,544 320 2011 2006 One Emerson DriveWinston-Salem, NC - 360 2,514 459 360 2,973 1,062 2003 1999 2980 Reynolda Rd.Winter Garden, FL - 1,350 7,937 - 1,350 7,937 672 2012 2015 720 Roper RoadWinter Haven, FL - 710 10,038 236 710 10,274 422 2014 2000 650 North Lake Howard DriveWitherwack, UKC - 1,128 8,265 - 1,128 8,265 530 2013 1900 Whitchurch RoadWolverhampton, UKG - 1,880 7,982 - 1,880 7,982 516 2013 2001 378 Prestonwood RoadWorcester, MA - 3,500 54,099 - 3,500 54,099 8,690 2007 2009 101 Barry RoadWorcester, MA - 2,300 9,060 - 2,300 9,060 1,854 2008 1980 378 Plantation St.Wyncote, PA - 2,700 22,244 148 2,700 22,392 3,006 2011 1900 1245 Church RoadWyncote, PA - 1,610 21,256 214 1,610 21,470 2,751 2011 1900 8100 Washington LaneWyncote, PA - 900 7,811 32 900 7,843 1,047 2011 1900 240 Barker RoadYork, UKE - 3,539 9,880 - 3,539 9,880 290 2014 1995 Rosetta Way, Boroughbridge RoadYoungsville, NC - 380 10,689 - 380 10,689 340 2014 1991 100 Sunset DriveZionsville, IN - 1,610 22,400 1,691 1,610 24,091 3,265 2010 1982 11755 N Michigan Rd Triple-net total$554,014$1,003,748$10,800,837$600,549$1,032,860$11,372,276$1,539,032 112 113 Welltower Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2015 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements Cost CapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressSeniors housing operating: Acton, MA $-$-$31,346$748$4$32,089$3,299 2013 2008 10 Devon DriveAgawam, MA 6,453 880 10,044 521 931 10,514 2,089 2011 1993 153 Cardinal DriveAlbuquerque, NM - 1,270 20,837 1,324 1,275 22,156 4,393 2010 1985 500 Paisano St NEAlhambra, CA - 600 6,305 353 600 6,658 1,121 2011 1982 1118 N. Stoneman Ave.Altrincham, UKD - 5,685 29,221 91 5,061 29,936 4,161 2012 1999 295 Hale RoadAmherstview, ON 616 473 4,446 - 473 4,446 341 2015 1999 4567 Bath RoadArlington, TX 21,484 1,660 37,395 1,184 1,677 38,561 7,452 2012 1999 1250 West Pioneer ParkwayArnprior, ON 522 788 6,283 - 788 6,283 958 2013 2000 15 Arthur StreetAtlanta, GA - 2,100 20,603 462 2,154 21,011 2,241 2014 2000 1000 Lenox Park Blvd NEAustin, TX - 1,560 21,413 22 1,560 21,435 1,282 2014 2013 11330 Farrah LaneAustin, TX - 4,200 74,850 - 4,200 74,850 1,951 2015 2014 4310 Bee Caves RoadAvon, CT 18,998 1,550 30,571 1,948 1,580 32,489 7,374 2011 1998 101 Bickford ExtensionAzusa, CA - 570 3,141 6,470 570 9,611 2,361 1998 1953 125 W. Sierra Madre Ave.Bagshot, UKJ - 5,928 35,673 - 5,928 35,673 5,502 2012 2009 14 - 16 London RoadBanstead, UKJ - 8,781 54,836 9,357 7,992 64,981 8,432 2012 2009 Croydon LaneBasingstoke, UKJ - 4,088 22,502 - 4,088 22,502 1,023 2014 2009 Grove RoadBasking Ridge, NJ - 2,356 37,710 604 2,377 38,293 4,836 2013 1987 404 King George RoadBassett, UKJ - 5,826 38,030 - 5,826 38,030 5,563 2013 2006 111 Burgess RoadBaton Rouge, LA 9,346 790 29,436 250 801 29,675 3,710 2013 1994 9351 Siegen LaneBeaconsfield, UKJ - 6,653 60,856 - 6,653 60,856 7,616 2013 2009 30-34 Station RoadBeaconsfield, QC - 1,149 17,484 - 1,149 17,484 3,324 2013 2003 505 Elm AvenueBedford, NH - - - 33,113 2,527 30,586 3,350 2011 1981 5 Corporate DriveBellevue, WA - 2,800 19,004 925 2,809 19,919 3,300 2013 1970 15928 NE 8th StreetBelmont, CA - 3,000 23,526 1,461 3,000 24,987 4,697 2011 2003 1301 Ralston AvenueBelmont, CA - - 35,300 781 - 36,081 4,914 2013 1983 1010 Alameda de Las PulgasBethesda, MD - - 45,309 388 3 45,694 5,986 2013 1900 8300 Burdett RoadBethesda, MD - - - 45 - 45 10 2013 1999 8300 Burdett RoadBethesda, MD - - - 212 - 212 21 2013 1984 8300 Burdett RoadBillerica, MA - 1,619 21,381 - 1,619 21,381 1,227 2015 2013 20 Charnstaffe LaneBirmingham, UKG - 5 25,287 - 5 25,287 3,627 2013 2010 5 Church Road, EdgbastonBlainville, QC - 2,077 8,902 - 2,077 8,902 2,038 2013 2001 50 des Chateaux BoulevardBloomfield Hills, MI - 2,000 35,662 394 2,000 36,056 4,563 2013 2009 6790 Telegraph RoadBorehamwood, UKH - 7,074 41,060 7,965 6,416 49,683 6,237 2012 1988 Edgwarebury LaneBothell, WA - 1,350 13,439 - 1,350 13,439 404 2015 2005 10605 NE 185th StreetBoulder, CO - 2,994 27,458 1,304 3,014 28,742 4,765 2013 2009 3955 28th StreetBournemouth, UKK - 6,606 50,811 - 6,606 50,811 5,372 2013 1962 42 Belle Vue RoadBraintree, MA 21,006 - 41,290 448 36 41,702 5,638 2013 1995 618 Granite StreetBrampton, ON 27,998 9,939 62,711 - 9,939 62,711 623 2015 2007 100 Ken Whillans DriveBrighton, MA 10,332 2,100 14,616 636 2,109 15,243 3,083 2011 1998 50 Sutherland Road Brockport, NY - 1,500 23,496 - 1,500 23,496 - 2015 2000 90 West AvenueBrockville, ON 4,580 484 7,445 - 484 7,445 523 2015 1996 1026 Bridlewood DriveBrookfield, CT 19,359 2,250 30,180 1,079 2,262 31,247 6,261 2011 2014 246A Federal Road Broomfield, CO - 4,140 44,547 10,339 8,611 50,414 9,339 2013 1900 400 Summit BlvdBrossard, QC 11,428 5,228 33,507 - 5,228 33,507 304 2015 1983 2455 Boulevard RomeBuckingham, UKJ - 3,561 16,549 - 3,561 16,549 724 2014 2013 Church StreetBuffalo Grove, IL - 2,850 49,129 462 2,850 49,591 6,550 2012 1996 500 McHenry RoadBurbank, CA - 4,940 43,466 706 4,940 44,172 7,078 2012 2000 455 E. Angeleno AvenueBurlington, ON 12,946 1,309 19,311 - 1,309 19,311 2,842 2013 2005 500 Appleby LineBurlington, MA - 2,443 34,354 626 2,522 34,901 4,973 2013 2003 24 Mall RoadCalabasas, CA - - 6,438 743 - 7,181 3,512 2013 2000 25100 Calabasas RoadCalgary, AB 12,640 2,252 37,415 - 2,252 37,415 5,775 2013 1989 20 Promenade Way SECalgary, AB 14,536 2,793 41,179 - 2,793 41,179 5,986 2013 1971 80 Edenwold Drive NWCalgary, AB 11,476 3,122 38,971 - 3,122 38,971 5,617 2013 2001 150 Scotia Landing NWCalgary, AB 22,995 3,431 28,983 - 3,431 28,983 3,350 2013 2006 9229 16th Street SWCalgary, AB 23,846 2,385 36,776 - 2,385 36,776 613 2015 1952 2220-162nd Avenue SWCamberley, UKJ - 2,654 5,736 47 2,654 5,783 271 2014 1998 Fernhill RoadCardiff, UKL - 3,814 14,935 - 3,814 14,935 2,737 2013 1994 127 Cyncoed RoadCardiff by the Sea, CA 39,580 5,880 64,711 710 5,880 65,421 10,470 2011 1996 3535 Manchester AvenueCarol Stream, IL - 1,730 55,048 1,079 1,730 56,127 8,192 2012 1957 545 Belmont LaneCary, NC - 740 45,240 269 740 45,509 4,788 2013 2001 1206 West Chatham StreetCenterville, MA - 1,300 27,357 733 1,324 28,066 4,665 2011 1900 22 Richardson RoadChatham, ON 1,620 1,098 12,462 - 1,098 12,462 233 2015 2013 25 Keil Drive NorthChelmsford, MA - 1,589 26,432 - 1,589 26,432 1,383 2015 1999 199 Chelmsford StreetChesterfield, MO - 1,857 48,366 420 1,857 48,786 5,652 2013 2007 1880 Clarkson RoadChorleywood, UKH - 6,715 50,515 - 6,715 50,515 7,004 2013 2013 High View, Rickmansworth RoadChula Vista, CA - 2,072 22,163 598 2,076 22,757 2,915 2013 2001 3302 Bonita RoadChurch Crookham, UKJ - 3,097 16,975 - 3,097 16,975 1,391 2014 2007 Bourley RoadCincinnati, OH - 2,060 109,388 8,391 2,060 117,779 15,708 2007 1994 5445 Kenwood RoadClaremont, CA - 2,430 9,928 625 2,438 10,545 1,601 2013 1994 2053 North Towne AvenueCohasset, MA - 2,485 26,147 1,013 2,485 27,160 3,591 2013 1978 125 King Street (Rt 3A)Colorado Springs, CO - 800 14,756 1,145 840 15,861 1,900 2013 2009 2105 University Park BoulevardConcord, NH 13,329 720 21,164 624 758 21,750 3,545 2011 1905 300 Pleasant Street Coquitlam, BC 10,393 3,047 24,567 - 3,047 24,567 4,690 2013 2010 1142 Dufferin StreetCosta Mesa, CA - 2,050 19,969 955 2,050 20,924 3,889 2011 1965 350 West Bay StCrystal Lake, IL - 875 12,461 875 892 13,320 2,146 2013 1994 751 E Terra Cotta AvenueDallas, TX - 1,080 9,655 464 1,080 10,119 1,854 2011 1997 3611 Dickason AvenueDallas, TX - 6,330 114,794 - 6,330 114,794 3,383 2015 2009 3535 N Hall StreetDanvers, MA 9,348 1,120 14,557 647 1,145 15,179 2,822 2011 2008 1 Veronica DriveDanvers, MA - 2,203 28,761 - 2,203 28,761 1,764 2015 1998 9 Summer StreetDavenport, IA - 1,403 35,893 2,708 1,480 38,525 6,728 2006 1996 4500 Elmore Ave.Decatur, GA - - - 30,298 1,938 28,360 4,176 2013 2003 920 Clairemont AvenueDenver, CO 12,519 1,450 19,389 2,925 1,455 22,310 2,866 2012 2012 4901 South Monaco StreetDenver, CO - 2,910 35,838 698 2,930 36,515 6,269 2012 2004 8101 E Mississippi AvenueDix Hills, NY - 3,808 39,014 524 3,808 39,538 5,345 2013 1978 337 Deer Park RoadDollard-Des-Ormeaux, QC - 1,957 14,431 - 1,957 14,431 3,346 2013 2011 4377 St. Jean BlvdDresher, PA 7,233 1,900 10,664 713 1,900 11,377 2,495 2013 1990 1650 Susquehanna RoadDublin, OH - 1,680 43,423 5,238 1,775 48,566 9,230 2010 2015 6470 Post RdEast Haven, CT 22,496 2,660 35,533 1,570 2,681 37,082 8,959 2011 1998 111 South Shore Drive East Meadow, NY - 69 45,991 322 124 46,257 6,128 2013 1988 1555 Glen Curtiss BoulevardEast Setauket, NY - 4,920 37,354 744 4,975 38,043 4,947 2013 1996 1 Sunrise DriveEastbourne, UKJ - 4,950 40,084 - 4,950 40,084 5,508 2013 2003 6 Upper Kings DriveEdgbaston, UKG - - - 19,687 3,251 16,435 305 2014 2001 Pershore RoadEdgewater, NJ - 4,561 25,047 900 4,564 25,944 3,612 2013 1900 351 River RoadEdison, NJ - 1,892 32,314 803 1,896 33,113 6,670 2013 1990 1801 Oak Tree RoadEdmonds, WA 11,182 1,650 24,449 - 1,650 24,449 585 2015 1985 21500 72nd Avenue WestEdmonton, AB 9,349 1,589 29,819 - 1,589 29,819 4,666 2013 1966 103 Rabbit Hill Court NWEdmonton, AB 12,029 2,063 37,293 - 2,063 37,293 7,921 2013 1999 10015 103rd Avenue NWEncinitas, CA - 1,460 7,721 882 1,460 8,603 3,759 2000 1987 335 Saxony Rd.Encino, CA - 5,040 46,255 954 5,040 47,209 7,138 2012 2000 15451 Ventura BoulevardEscondido, CA - 1,520 24,024 1,147 1,520 25,171 4,710 2011 1998 1500 Borden RdEsher, UKJ - 6,913 57,473 - 6,913 57,473 6,818 2013 2000 42 Copsem LaneFairfax, VA - 19 2,678 112 19 2,791 603 2013 1982 9207 Arlington BoulevardFairfield, NJ - 3,120 43,868 807 3,175 44,620 5,991 2013 1971 47 Greenbrook RoadFareham, UKJ - 4,074 21,353 - 4,074 21,353 1,435 2014 2007 Redlands LaneFlossmoor, IL - 1,292 9,496 1,011 1,335 10,464 1,817 2013 1991 19715 Governors HighwayFolsom, CA - 1,490 32,754 - 1,490 32,754 1,231 2015 2008 1574 Creekside DriveFort Worth, TX - 2,080 27,888 1,198 2,085 29,081 5,834 2012 1986 2151 Green Oaks RoadFranklin, MA - 2,430 30,597 1,046 2,442 31,632 3,542 2013 1999 4 Forge Hill RoadFrome, UKK - 3,251 17,692 - 3,251 17,692 879 2014 2006 Welshmill LaneFullerton, CA 12,774 1,964 19,989 489 1,982 20,459 2,892 2013 1998 2226 North Euclid StreetGahanna, OH - 772 11,214 1,121 787 12,320 1,446 2013 1994 775 East Johnstown RoadGilbert, AZ 16,323 2,160 28,246 274 2,160 28,520 5,989 2013 1988 580 S. Gilbert RoadGilroy, CA - 760 13,880 24,386 1,567 37,459 7,997 2006 2014 7610 Isabella WayGlen Cove, NY - 4,594 35,236 1,174 4,615 36,389 5,988 2013 1979 39 Forest AvenueGlenview, IL - 2,090 69,288 1,130 2,090 70,418 10,039 2012 1975 2200 Golf RoadGolden Valley, MN 19,753 1,520 33,513 561 1,545 34,049 4,157 2013 2011 4950 Olson Memorial HighwayGrimsby, ON - 636 5,617 - 636 5,617 450 2015 1998 84 Main Street EastGrosse Pointe Woods, MI - 950 13,662 167 950 13,829 1,643 2013 1997 1850 Vernier RoadGrosse Pointe Woods, MI - 1,430 31,777 535 1,430 32,312 3,839 2013 1999 21260 Mack AvenueGuelph, ON 4,308 1,190 7,597 - 1,190 7,597 583 2015 1972 165 Cole RoadGuildford, UKJ - 6,407 67,400 - 6,407 67,400 8,265 2013 2008 Astolat Way, PeasmarshGurnee, IL - 890 27,931 856 900 28,777 3,223 2013 2009 500 North Hunt Club RoadHamden, CT 15,138 1,460 24,093 1,003 1,487 25,069 5,194 2011 2008 35 Hamden Hills Drive Hampshire, UKJ - 4,986 30,861 - 4,986 30,861 4,034 2013 1976 22-26 Church RoadHaverhill, MA - 1,720 50,046 - 1,720 50,046 2,805 2015 2014 254 Amesbury RoadHenderson, NV - 880 29,809 143 880 29,952 4,016 2011 1995 1935 Paseo Verde ParkwayHenderson, NV 5,677 1,190 11,600 397 1,202 11,985 2,653 2013 2000 1555 West Horizon Ridge ParkwayHighland Park, IL - 2,250 25,313 479 2,259 25,782 4,191 2013 2014 1601 Green Bay RoadHingham, MA - 1,440 32,292 - 1,440 32,292 1,259 2015 2001 1 Sgt. William B Terry DriveHolbrook, NY - 3,957 35,337 383 3,957 35,721 4,664 2013 2005 320 Patchogue Holbrook RoadHorley, UKJ - 2,787 14,477 - 2,787 14,477 1,331 2014 2006 Court Lodge RoadHouston, TX - 3,830 55,674 4,340 3,830 60,014 10,100 2012 1998 2929 West Holcombe BoulevardHouston, TX 17,606 1,040 31,965 5,013 1,044 36,974 4,999 2012 2000 505 Bering DriveHouston, TX - 960 27,598 1,312 960 28,910 5,237 2011 2006 10225 Cypresswood DrHove, UKJ - 1,626 8,178 - 1,626 8,178 492 2014 1981 Furze HillHuntington Beach, CA - 3,808 31,172 1,148 3,860 32,268 5,293 2013 1999 7401 Yorktown AvenueIrving, TX - 1,030 6,823 1,178 1,030 8,001 1,795 2007 1990 8855 West Valley Ranch ParkwayJohns Creek, GA - 1,580 23,285 184 1,588 23,461 3,166 2013 1979 11405 Medlock Bridge RoadKanata, ON - 1,639 30,700 - 1,639 30,700 5,783 2012 1986 70 Stonehaven DriveKansas City, MO - 1,820 34,898 3,713 1,845 38,587 7,589 2010 1983 12100 Wornall RoadKansas City, MO 6,250 1,930 39,997 3,393 1,963 43,357 9,011 2010 2008 6500 North Cosby AveKansas City, MO - 541 23,962 - 541 23,962 947 2015 2015 6460 North Cosby AvenueKelowna, BC 5,878 2,688 13,647 - 2,688 13,647 2,670 2013 1900 863 Leon AvenueKennebunk, ME - 2,700 30,204 2,066 3,022 31,948 8,415 2013 2009 One Huntington Common DriveKingston, ON 4,633 1,030 11,416 - 1,030 11,416 748 2015 2012 181 Ontario StreetKingwood, TX - 480 9,777 370 480 10,147 1,813 2011 2015 22955 Eastex FreewayKirkland, WA 24,600 3,450 38,709 424 3,454 39,129 5,857 2011 1974 14 Main Street SouthKitchener, ON 1,487 640 2,744 - 640 2,744 507 2013 2005 164 - 168 Ferfus AvenueKitchener, ON 4,638 1,130 9,939 - 1,130 9,939 1,615 2013 1980 20 Fieldgate StreetKitchener, ON 3,533 1,093 7,327 - 1,093 7,327 1,651 2013 1999 290 Queen Street SouthLa Palma, CA - 2,950 16,591 537 2,950 17,128 2,335 2013 1974 5321 La Palma AvenueLafayette Hill, PA - 1,750 11,848 1,311 1,825 13,085 2,439 2013 2010 429 Ridge PikeLawrenceville, GA 15,896 1,500 29,003 281 1,508 29,276 4,012 2013 1998 1375 Webb Gin House RoadLeawood, KS 15,614 2,490 32,493 2,594 5,690 31,887 5,631 2012 1986 4400 West 115th StreetLenexa, KS 9,757 826 26,251 493 836 26,735 4,231 2013 2002 15055 West 87th Street ParkwayLeominster, MA - 944 23,164 - 944 23,164 1,521 2015 1900 1160 Main StreetLincroft, NJ - 9 19,958 873 9 20,831 2,675 2013 1966 734 Newman Springs RoadLombard, IL 16,893 2,130 59,943 418 2,130 60,361 7,667 2013 1900 2210 Fountain Square DrLondon, UKI - 3,731 11,948 - 3,731 11,948 670 2014 2010 71 Hatch LaneLondon, ON 1,174 987 8,228 - 987 8,228 562 2015 2001 760 Horizon DriveLondon, ON 6,383 1,969 16,985 - 1,969 16,985 1,109 2015 1997 1486 Richmond Street NorthLondon, ON - 1,445 13,631 - 1,445 13,631 255 2015 1978 81 Grand AvenueLongueuil, QC 9,927 3,992 23,711 - 3,992 23,711 235 2015 2013 70 Rue LevisLos Angeles, CA - - 11,430 1,544 - 12,974 2,316 2008 2002 330 North Hayworth AvenueLos Angeles, CA 64,160 - 114,438 1,304 - 115,742 19,542 2011 2003 10475 Wilshire BoulevardLos Angeles, CA - 3,540 19,007 737 3,540 19,744 2,869 2012 2004 2051 N. Highland AvenueLouisville, KY - 2,420 20,816 664 2,420 21,480 3,334 2012 2000 4600 Bowling BoulevardLouisville, KY 11,169 1,600 20,326 182 1,600 20,508 3,240 2013 1988 6700 Overlook DriveLynnfield, MA - 3,165 45,200 1,376 3,165 46,576 6,172 2013 1994 55 Salem StreetMalvern, PA - 1,651 17,194 1,214 1,708 18,351 3,710 2013 1999 324 Lancaster AvenueMansfield, MA 27,863 3,320 57,011 2,831 3,431 59,732 12,218 2011 1967 25 Cobb Street Maple Ridge, BC 7,918 2,789 12,331 - 2,789 12,331 173 2015 1977 12241 224th StreetMarieville, QC 6,774 1,278 12,113 - 1,278 12,113 124 2015 2009 425 rue Claude de RamezayMarkham, ON 15,975 3,727 48,939 - 3,727 48,939 10,287 2013 1986 7700 Bayview AvenueMarlboro, NJ - 2,222 14,888 528 2,222 15,416 2,303 2013 1999 3A South Main StreetMedicine Hat, AB 4,249 1,432 14,141 - 1,432 14,141 927 2015 2007 223 Park Meadows Drive SEMemphis, TN - 1,800 17,744 834 1,800 18,578 3,777 2012 2007 6605 Quail Hollow RoadMeriden, CT 9,227 1,500 14,874 727 1,538 15,563 4,125 2011 1999 511 Kensington Avenue Metairie, LA 13,240 725 27,708 277 725 27,985 3,320 2013 2006 3732 West Esplanade Ave. SMiddletown, CT 15,198 1,430 24,242 1,104 1,439 25,336 5,366 2011 1962 645 Saybrook RoadMiddletown, RI 16,163 2,480 24,628 1,389 2,507 25,990 5,392 2011 2001 303 Valley RoadMilford, CT 11,338 3,210 17,364 1,114 3,210 18,478 4,266 2011 1905 77 Plains Road Milton, ON 13,007 4,542 25,321 - 4,542 25,321 234 2015 1991 611 Farmstead DriveMinnetonka, MN 14,206 2,080 24,360 825 2,153 25,112 3,843 2012 1900 500 Carlson ParkwayMinnetonka, MN 16,253 920 29,344 395 920 29,739 3,448 2013 1993 18605 Old Excelsior Blvd.Mississauga, ON 9,033 1,602 17,996 - 1,602 17,996 2,778 2013 2006 1130 Bough Beeches BoulevardMississauga, ON 3,041 873 4,655 - 873 4,655 728 2013 1988 3051 Constitution BoulevardMississauga, ON 19,501 3,649 35,137 - 3,649 35,137 1,972 2015 2007 1490 Rathburn Road EastMississauga, ON 6,152 2,548 15,158 - 2,548 15,158 922 2015 1900 85 King Street EastMobberley, UKD - 6,150 31,685 - 6,150 31,685 5,954 2013 1974 Barclay Park, Hall LaneMonterey, CA - 6,440 29,101 547 6,440 29,648 3,980 2013 1977 1110 Cass St.Montgomery Village, MD - 3,530 18,246 3,533 3,544 21,766 6,009 2013 1995 19310 Club House RoadMoose Jaw, SK 2,620 582 12,973 - 582 12,973 1,995 2013 1996 425 4th Avenue NWMystic, CT 11,338 1,400 18,274 695 1,427 18,942 3,785 2011 1988 20 Academy Lane MysticNaperville, IL - 1,550 12,237 2,165 1,550 14,402 801 2012 2000 1936 Brookdale RoadNaperville, IL - 1,540 28,204 738 1,540 28,942 4,073 2013 2011 535 West Ogden AvenueNaples, FL 58,092 8,989 119,398 - 8,989 119,398 1,193 2015 2014 4800 Aston Gardens WayNashua, NH - 1,264 43,026 - 1,264 43,026 1,955 2015 1999 674 West Hollis StreetNashville, TN - 3,900 35,788 1,372 3,900 37,160 6,856 2012 1998 4206 Stammer PlaceNepean, ON 5,769 1,575 5,770 - 1,575 5,770 583 2015 2010 1 Mill Hill RoadNewmarket, UKH - 5,141 13,478 340 4,866 14,093 1,015 2014 2010 Jeddah WayNewton, MA 27,501 2,250 43,614 672 2,263 44,273 8,293 2011 1968 2300 Washington StreetNewton, MA 15,873 2,500 30,681 1,800 2,514 32,467 6,425 2011 2000 280 Newtonville Avenue Newton, MA - 3,360 25,099 1,162 3,376 26,245 5,518 2011 1988 430 Centre StreetNewtown Square, PA - 1,930 14,420 544 1,941 14,953 3,190 2013 2008 333 S. Newtown Street Rd.Niagara Falls, ON 6,784 1,225 7,963 - 1,225 7,963 559 2015 2001 7860 Lundy's LaneNiantic, CT - 1,320 25,986 4,175 1,331 30,150 4,661 2011 1985 417 Main StreetNorth Andover, MA 22,315 1,960 34,976 1,203 2,019 36,120 6,815 2011 1967 700 Chickering Road North Chelmsford, MA 11,760 880 18,478 783 898 19,243 3,338 2011 1997 2 Technology Drive North Tustin, CA - 2,880 18,059 357 2,880 18,416 1,998 2013 2009 12291 Newport AvenueOak Park, IL - 1,250 40,383 570 1,250 40,953 6,150 2012 2005 1035 Madison StreetOakland, CA - 3,877 47,508 1,169 3,877 48,677 6,651 2013 1982 11889 Skyline BoulevardOakton, VA - 2,250 37,576 1,425 2,252 38,998 4,964 2013 1983 2863 Hunter Mill RoadOakville, ON 5,853 1,252 7,382 - 1,252 7,382 1,184 2013 1996 289 and 299 Randall StreetOakville, ON 10,232 2,134 29,963 - 2,134 29,963 5,104 2013 1983 25 Lakeshore Road WestOakville, ON 5,347 1,271 13,754 - 1,271 13,754 1,836 2013 1966 345 Church StreetOceanside, CA 12,460 2,160 18,352 2,082 2,193 20,401 3,904 2011 1998 3500 Lake BoulevardOkotoks, AB 17,631 714 20,943 - 714 20,943 1,244 2015 1992 51 Riverside GateOshawa, ON 3,197 841 7,570 - 841 7,570 1,259 2013 1995 649 King Street EastOttawa, ON 9,420 1,341 15,425 - 1,341 15,425 196 2015 1900 110 Berrigan DriveOttawa, ON 19,071 3,454 23,309 - 3,454 23,309 1,609 2015 2009 2370 Carling AvenueOttawa, ON 21,966 4,177 40,023 - 4,177 40,023 435 2015 1988 751 Peter Morand CrescentOttawa, ON 7,110 2,103 18,421 - 2,103 18,421 148 2015 1998 1 Eaton StreetOttawa, ON 12,273 2,963 26,424 - 2,963 26,424 279 2015 1966 691 Valin StreetOttawa, ON 10,213 1,561 18,170 - 1,561 18,170 207 2015 1964 22 Barnstone DriveOttawa, ON 13,970 3,403 31,090 - 3,403 31,090 294 2015 1996 990 Hunt Club RoadOttawa, ON 18,867 3,411 28,335 - 3,411 28,335 207 2015 2001 2 Valley Stream DriveOttawa, ON 2,986 724 4,710 - 724 4,710 742 2013 2007 1345 Ogilvie RoadOttawa, ON 2,178 818 2,165 968 678 3,273 541 2013 2006 370 Kennedy LaneOttawa, ON 10,733 2,809 27,299 - 2,809 27,299 5,099 2013 1951 43 Aylmer AvenueOttawa, ON 4,781 1,156 9,758 - 1,156 9,758 1,244 2013 1994 1351 Hunt Club RoadOttawa, ON 3,392 746 7,800 - 746 7,800 1,167 2013 1999 140 Darlington PrivateOttawa, ON 9,348 1,176 12,764 - 1,176 12,764 790 2015 2005 10 Vaughan StreetOverland Park, KS 3,470 1,540 16,269 1,096 1,725 17,180 2,420 2012 1976 9201 FosterPalo Alto, CA 16,839 - 39,639 1,145 - 40,784 5,203 2013 1999 2701 El Camino RealParamus, NJ - 2,840 35,728 928 2,851 36,645 4,496 2013 2000 567 Paramus RoadParkland, FL 57,666 4,880 111,481 - 4,880 111,481 1,171 2015 2009 5999 University DrivePeabody, MA 6,338 - - 19,009 2,250 16,758 1,379 2013 2002 73 Margin StreetPembroke, ON - 1,873 10,045 - 1,873 10,045 1,878 2012 2010 1111 Pembroke Street WestPittsburgh, PA - 1,580 18,017 369 1,580 18,386 2,830 2013 1977 900 Lincoln Club Dr.Plainview, NY - 3,066 19,901 370 3,079 20,258 2,354 2013 1985 1231 Old Country RoadPlano, TX 4,101 840 8,538 711 840 9,249 2,025 2011 2009 5521 Village Creek DrPlano, TX 28,734 3,120 59,950 838 3,120 60,788 11,356 2013 2008 4800 West Parker RoadPlaya Vista, CA - 1,580 40,531 686 1,580 41,217 5,627 2013 2004 5555 Playa Vista DrivePlymouth, MA - 1,444 34,951 - 1,444 34,951 1,899 2015 1998 157 South StreetPort Perry, ON 9,892 3,685 26,788 - 3,685 26,788 193 2015 1985 15987 Simcoe StreetProvidence, RI - 2,600 27,546 1,148 2,651 28,643 7,384 2011 1998 700 Smith StreetPurley, UKI - 9,676 35,251 5,749 8,798 41,878 6,710 2012 2006 21 Russell Hill RoadQueensbury, NY - 1,260 21,744 - 1,260 21,744 - 2015 1999 27 Woodvale RoadQuincy, MA - 1,350 12,584 635 1,386 13,183 2,738 2011 1957 2003 Falls BoulevardRancho Cucamonga, CA - 1,480 10,055 512 1,487 10,560 1,858 2013 1992 9519 Baseline RoadRancho Palos Verdes, CA - 5,450 60,034 1,284 5,450 61,318 9,043 2012 2003 5701 Crestridge RoadRandolph, NJ - 1,540 46,934 602 1,540 47,536 6,100 2013 1988 648 Route 10 WestRed Deer, AB 11,851 1,247 19,283 - 1,247 19,283 315 2015 1989 3100 - 22 StreetRed Deer, AB 13,946 1,199 22,339 - 1,199 22,339 384 2015 2010 10 Inglewood DriveRedondo Beach, CA - - 9,557 611 - 10,168 3,906 2011 1986 514 North Prospect AveRegina, SK 7,017 1,485 21,148 - 1,485 21,148 3,704 2013 1990 3651 Albert StreetRegina, SK 6,771 1,244 21,036 - 1,244 21,036 2,891 2013 1988 3105 Hillsdale StreetRegina, SK 13,178 1,539 24,053 - 1,539 24,053 207 2015 2002 1801 McIntyre StreetRenton, WA 21,565 3,080 51,824 340 3,080 52,164 7,774 2011 1989 104 Burnett Avenue SouthRidgefield, CT - 3,100 80,614 - 3,100 80,614 4,320 2015 2014 640 Danbury RoadRiviere-du-Loup, QC 3,309 568 8,504 - 568 8,504 140 2015 1900 35 des CedresRiviere-du-Loup, QC 9,489 1,454 16,848 - 1,454 16,848 117 2015 2002 230-235 rue Des ChenesRocky Hill, CT 10,253 810 16,351 574 900 16,835 3,090 2011 2002 1160 Elm StreetRomeoville, IL - 854 12,646 59,431 6,168 66,763 10,561 2006 1993 605 S Edward Dr.Roseville, MN - 1,540 35,877 498 1,585 36,331 4,298 2013 2008 2555 Snelling Avenue, NorthRoswell, GA - 2,080 6,486 1,169 2,380 7,355 1,317 2012 2013 75 Magnolia StreetSacramento, CA - 1,300 23,394 564 1,304 23,954 2,916 2013 1996 345 Munroe StreetSaint-Lambert, QC 23,254 9,931 107,748 - 9,931 107,748 45,319 2015 2002 1705 Avenue VictoriaSalem, NH 20,566 980 32,721 869 1,051 33,519 5,679 2011 1998 242 Main StreetSalisbury, UKK - 3,251 18,169 - 3,251 18,169 742 2014 1900 Shapland CloseSalt Lake City, UT - 1,360 19,691 1,650 1,360 21,341 5,156 2011 1900 1430 E. 4500 S.San Diego, CA - 4,200 30,707 201 4,200 30,908 3,289 2011 1965 2567 Second AvenueSan Diego, CA - 5,810 63,078 926 5,810 64,004 11,714 2012 1989 13075 Evening Creek Drive SSan Diego, CA - 3,000 27,164 428 3,000 27,592 3,186 2013 1990 810 Turquoise StreetSan Gabriel, CA - 3,120 15,566 489 3,120 16,055 2,296 2013 2008 8332 Huntington DriveSan Jose, CA - 2,850 35,098 225 2,850 35,323 5,236 2011 2006 1420 Curvi DriveSan Jose, CA - 3,280 46,823 1,261 3,280 48,084 7,027 2012 1999 500 S Winchester BoulevardSan Juan Capistrano, CA - 1,390 6,942 1,056 1,390 7,998 3,028 2000 1900 30311 Camino CapistranoSandy Springs, GA - 2,214 8,360 445 2,220 8,799 1,794 2012 1988 5455 Glenridge Drive NESanta Maria, CA - 6,050 50,658 1,162 6,063 51,806 10,701 2011 2000 1220 Suey RoadSanta Monica, CA 19,936 5,250 28,340 501 5,252 28,839 3,729 2013 2009 1312 15th StreetSaskatoon, SK 4,329 981 13,905 - 981 13,905 1,753 2013 1995 220 24th Street EastSaskatoon, SK 10,078 1,382 17,609 - 1,382 17,609 2,236 2013 1999 1622 Acadia DriveSchaumburg, IL - 2,460 22,863 739 2,479 23,584 3,840 2013 1986 790 North Plum Grove RoadScottsdale, AZ - 2,500 3,890 1,244 2,500 5,134 1,136 2008 2005 9410 East Thunderbird RoadSeal Beach, CA - 6,204 72,954 1,057 6,208 74,007 13,575 2013 2003 3850 Lampson AvenueSeattle, WA 48,540 6,790 85,369 1,785 6,793 87,150 13,279 2011 1981 5300 24th Avenue NESeattle, WA 10,751 1,150 19,887 - 1,150 19,887 561 2015 2001 11039 17th AvenueSevenoaks, UKJ - 7,387 48,012 - 7,387 48,012 7,643 2012 1985 64 - 70 Westerham RoadShelburne, VT 19,540 720 31,041 1,490 756 32,495 5,171 2011 2004 687 Harbor RoadShelby Township, MI 16,505 1,040 26,344 354 1,093 26,645 3,246 2013 2008 46471 Hayes RoadShrewsbury, MA - 950 26,824 - 950 26,824 1,566 2015 1996 3111 Main StreetSidcup, UKI - 9,773 56,163 10,008 8,873 67,071 11,712 2012 1998 Frognal AvenueSimi Valley, CA - 3,200 16,664 438 3,200 17,102 3,408 2013 2015 190 Tierra Rejada RoadSolihull, UKG - 6,060 51,464 - 6,060 51,464 7,491 2012 1996 1270 Warwick RoadSolihull, UKG - 4,269 30,963 - 4,269 30,963 4,631 2013 1989 1 Worcester WaySonning, UKJ - 6,720 50,268 - 6,720 50,268 6,756 2013 1982 Old Bath Rd.South Windsor, CT - 3,000 29,295 1,405 3,099 30,601 6,608 2011 1900 432 Buckland RoadSpokane, WA - 3,200 25,064 436 3,268 25,432 5,362 2013 2002 3117 E. Chaser LaneSpokane, WA - 2,580 25,342 211 2,639 25,494 4,242 2013 2011 1110 E. Westview Ct.St. Albert, AB 8,775 1,145 17,863 - 1,145 17,863 3,231 2014 2001 78C McKenney AvenueSt. John's, NL 6,129 685 13,466 - 685 13,466 275 2015 2009 64 Portugal Cove RoadStittsville, ON 4,791 1,175 17,397 - 1,175 17,397 2,206 2013 2001 1340 - 1354 Main StreetStockport, UKD - 5,222 29,674 - 5,222 29,674 4,999 2013 2007 1 Dairyground RoadStudio City, CA - 4,006 25,307 561 4,040 25,835 4,246 2013 2001 4610 Coldwater Canyon AvenueSugar Land, TX - 960 31,423 1,340 960 32,763 6,449 2011 2006 1221 Seventh StSun City, FL 21,693 6,521 48,476 - 6,521 48,476 644 2015 2001 231 CourtyardsSun City, FL 24,442 5,040 50,923 - 5,040 50,923 610 2015 2001 1311 Aston Gardens CourtSun City West, AZ 12,257 1,250 21,778 927 1,250 22,705 2,947 2012 1994 13810 West Sandridge DriveSunnyvale, CA - 5,420 41,682 889 5,420 42,571 6,651 2012 1997 1039 East El Camino RealSurrey, BC 7,128 3,605 18,818 - 3,605 18,818 4,276 2013 2012 16028 83rd AvenueSurrey, BC 16,373 4,552 22,338 - 4,552 22,338 5,435 2013 1996 15501 16th AvenueSuwanee, GA - 1,560 11,538 604 1,560 12,142 2,103 2012 1988 4315 Johns Creek ParkwaySway, UKJ - 4,955 18,437 - 4,955 18,437 1,099 2014 1964 Sway PlaceSwift Current, SK 2,343 492 10,119 - 492 10,119 1,513 2013 1981 301 Macoun DriveTacoma, WA 18,405 2,400 35,053 211 2,446 35,219 5,282 2011 1971 7290 Rosemount CircleTacoma, WA - 1,535 6,068 - 1,535 6,068 599 2015 1990 7290 Rosemount CircleTampa, FL 69,330 4,910 114,148 - 4,910 114,148 1,144 2015 1997 12951 W Linebaugh AvenueThe Woodlands, TX - 480 12,379 284 480 12,663 2,274 2011 1999 7950 Bay Branch DrToledo, OH - 2,040 47,129 2,716 2,144 49,741 10,566 2010 1998 3501 Executive ParkwayToronto, ON 8,882 2,927 20,713 - 2,927 20,713 800 2015 1900 54 Foxbar RoadToronto, ON 9,874 5,082 25,493 - 5,082 25,493 1,640 2015 2014 645 Castlefield AvenueToronto, ON 13,234 1,976 20,034 - 1,976 20,034 1,238 2015 1973 4251 Dundas Street WestToronto, ON 20,785 5,132 41,657 - 5,132 41,657 2,494 2015 1996 10 William Morgan DriveToronto, ON 5,723 2,480 7,571 - 2,480 7,571 650 2015 2007 123 Spadina RoadToronto, ON 1,499 1,079 5,364 - 1,079 5,364 739 2013 2014 25 Centennial Park RoadToronto, ON 8,428 2,513 19,695 - 2,513 19,695 2,074 2013 2015 305 Balliol StreetToronto, ON 18,600 3,400 32,757 - 3,400 32,757 5,095 2013 2005 1055 and 1057 Don Mills RoadToronto, ON 1,120 1,361 2,915 - 1,361 2,915 844 2013 1987 3705 Bathurst StreetToronto, ON 1,816 1,447 3,918 - 1,447 3,918 763 2013 2006 1340 York Mills RoadToronto, ON 32,781 5,304 53,488 - 5,304 53,488 11,343 2013 1974 8 The Donway EastTrumbull, CT 24,245 2,850 37,685 1,229 2,927 38,837 8,103 2011 1975 2750 Reservoir Avenue Tucson, AZ 4,615 830 6,179 3,497 830 9,676 1,113 2012 2006 5660 N. Kolb RoadTulsa, OK - 1,330 21,285 1,781 1,350 23,046 4,545 2010 1998 8887 South Lewis AveTulsa, OK - 1,500 20,861 1,550 1,551 22,360 4,840 2010 1999 9524 East 71st StTustin, CA - 840 15,299 484 840 15,783 2,515 2011 1989 240 East 3rd StUpland, CA - 3,160 42,596 - 3,160 42,596 1,459 2015 1985 2419 North Euclid AvenueUpper St Claire, PA - 1,102 13,455 486 1,102 13,941 2,404 2013 2013 500 Village DriveVancouver, BC 15,361 24,122 42,675 - 24,122 42,675 2,776 2015 1988 2803 West 41st AvenueVankleek Hill, ON 1,077 389 2,960 - 389 2,960 573 2013 1962 48 Wall StreetVaudreuil, QC 8,279 1,779 14,803 - 1,779 14,803 149 2015 1990 333 rue QuerbesVenice, FL 64,425 6,820 100,501 - 6,820 100,501 1,071 2015 2012 1000 Aston Gardens DriveVictoria, BC - 2,674 14,218 - 2,674 14,218 2,914 2012 1999 2638 Ross LaneVictoria, BC 7,533 2,856 18,038 - 2,856 18,038 3,203 2013 1969 3000 Shelbourne StreetVictoria, BC 6,945 3,681 15,774 - 3,681 15,774 2,895 2013 1974 3051 Shelbourne StreetVictoria, BC 7,788 2,476 15,379 - 2,476 15,379 849 2015 2011 3965 Shelbourne StreetVirginia Water, UKJ - 7,106 29,937 5,261 6,475 35,829 5,458 2012 1990 Christ Church RoadWalnut Creek, CA - 3,700 12,467 1,108 3,763 13,512 2,649 2013 2000 2175 Ygnacio Valley RoadWaltham, MA - 2,462 40,062 - 2,462 40,062 2,372 2015 1990 126 Smith StreetWarwick, RI 15,681 2,400 24,635 1,270 2,407 25,898 6,310 2011 2008 75 Minnesota Avenue Washington, DC 32,108 4,000 69,154 739 4,000 69,893 9,085 2013 1889 5111 Connecticut Avenue NWWaterbury, CT 24,305 2,460 39,547 1,954 2,495 41,465 11,430 2011 2000 180 Scott Road Wayland, MA - 1,207 27,462 982 1,307 28,344 3,901 2013 2013 285 Commonwealth RoadWelland, ON 6,662 954 8,971 - 954 8,971 201 2015 1998 110 First StreetWellesley, MA - 4,690 77,462 - 4,690 77,462 2,684 2015 1997 23 & 27 Washington StreetWest Babylon, NY - 3,960 47,085 549 3,960 47,634 5,641 2013 1970 580 Montauk HighwayWest Bloomfield, MI - 1,040 12,300 453 1,060 12,733 1,776 2013 2004 7005 Pontiac TrailWest Hills, CA - 2,600 7,521 444 2,600 7,965 1,819 2013 2011 9012 Topanga Canyon RoadWest Vancouver, BC 19,137 7,059 28,155 - 7,059 28,155 4,598 2013 1900 2095 Marine DriveWestbourne, UKK - 6,504 49,217 - 6,504 49,217 6,843 2013 1900 16-18 Poole RoadWestford, MA - 1,440 32,607 - 1,440 32,607 1,117 2015 1960 108 Littleton RoadWeston, MA - 1,160 6,200 534 1,160 6,734 767 2013 1900 135 North AvenueWeybridge, UKJ - 9,422 57,457 - 9,422 57,457 9,805 2013 2012 Ellesmere RoadWeymouth, UKK - 3,097 19,712 - 3,097 19,712 767 2014 1900 Cross RoadWhite Oak, MD - 2,304 24,768 998 2,316 25,754 3,085 2013 1994 11621 New Hampshire AvenueWilbraham, MA 10,976 660 17,639 715 668 18,345 3,368 2011 2010 2387 Boston Road Wilmington, DE - 1,040 23,338 464 1,040 23,802 3,256 2013 2008 2215 Shipley StreetWinchester, UKJ - 7,182 35,044 - 7,182 35,044 5,526 2012 2006 Stockbridge RoadWinnipeg, MB 13,274 1,960 38,612 - 1,960 38,612 8,716 2013 2005 857 Wilkes AvenueWinnipeg, MB 7,809 1,276 21,732 - 1,276 21,732 3,156 2013 2000 3161 Grant AvenueWinnipeg, MB 8,310 1,317 15,609 - 1,317 15,609 965 2015 1998 125 Portsmouth BoulevardWolverhampton, UKG - 3,510 10,409 - 3,510 10,409 2,422 2013 1996 73 Wergs RoadWoodbridge, CT - 1,370 14,219 849 1,391 15,047 4,196 2011 1963 21 Bradley RoadWoodland Hills, CA - 3,400 20,478 678 3,406 21,150 3,381 2013 2007 20461 Ventura BoulevardWorcester, MA 13,751 1,140 21,664 784 1,156 22,431 4,109 2011 2014 340 May Street Yarmouth, ME 17,128 450 27,711 798 470 28,489 4,848 2011 1900 27 Forest Falls DriveYonkers, NY - 3,962 50,107 907 3,967 51,009 6,551 2013 1991 65 Crisfield StreetYorkton, SK 3,389 467 8,765 - 466 8,763 1,283 2013 1900 94 Russell Drive Seniors housing operatingtotal $2,290,552$972,005$10,569,105$446,629$994,865$10,992,868$1,463,201 114 115 Welltower Inc. Schedule III Real Estate and Accumulated Depreciation December 31, 2015 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Description Encumbrances Land Building &Improvements Cost CapitalizedSubsequent toAcquisition Land Building &Improvements AccumulatedDepreciation(1) YearAcquired Year Built AddressOutpatient medical: Akron, OH $-$821$12,105$-$821$12,105$1,568 2012 1985 701 White Pond DriveAllen, TX 12,080 726 14,196 315 726 14,511 3,024 2012 2006 1105 N Central ExpresswayAlpharetta, GA - 773 18,902 230 773 19,133 3,859 2011 1993 3400-A Old Milton ParkwayAlpharetta, GA - 1,769 36,152 - 1,769 36,152 8,518 2011 1999 3400-C Old Milton ParkwayAlpharetta, GA - 476 14,757 13 476 14,770 3,156 2011 2003 11975 Morris RoadAlpharetta, GA - 1,862 - - 1,862 - - 2011 1900 940 North Point ParkwayAlpharetta, GA - 548 17,103 39 548 17,142 4,469 2011 1900 3300 Old Milton ParkwayArcadia, CA - 5,408 23,219 2,971 5,618 25,980 7,917 2006 1984 301 W. Huntington DriveArlington, TX - 82 18,243 248 82 18,491 1,094 2012 2014 902 W. Randol Mill RoadAtlanta, GA - 4,931 18,720 4,679 5,301 23,029 8,357 2006 1991 755 Mt. Vernon Hwy.Atlanta, GA - 1,947 24,248 1,143 1,947 25,391 4,258 2012 2007 975 Johnson Ferry RoadAtlanta, GA 25,726 - 43,425 483 - 43,908 9,347 2012 2006 5670 Peachtree-Dunwoody RoadBardstown, KY 2,001 - - 8,239 273 7,966 86 2010 2011 4359 New Shepherdsville RdBartlett, TN 7,719 187 15,015 1,632 187 16,647 5,193 2007 2004 2996 Kate Bond Rd.Bellevue, NE - - 16,680 - - 16,680 3,408 2010 2010 2510 Bellevue Medical Center DriveBettendorf, IA - - 7,110 73 - 7,183 210 2013 2009 2140 53rd AvenueBeverly Hills, CA - 20,766 40,730 - 20,766 40,730 1,051 2015 1900 9675 Brighton WayBeverly Hills, CA - 18,863 1,192 - 18,863 1,192 111 2015 1900 415 North BedfordBeverly Hills, CA - 19,863 31,690 - 19,863 31,690 961 2015 1946 416 North BedfordBeverly Hills, CA 33,729 32,603 28,639 - 32,603 28,639 1,119 2015 1955 435 North BedfordBeverly Hills, CA 78,271 52,772 88,693 - 52,772 88,693 2,116 2015 1946 436 North BedfordBirmingham, AL - 52 10,201 3,208 52 13,409 4,743 2006 1971 801 Princeton Avenue SWBirmingham, AL - 124 11,733 - 124 11,733 3,070 2006 1985 817 Princeton Avenue SWBirmingham, AL - 476 18,726 - 476 18,726 5,068 2006 1989 833 Princeton Avenue SWBoardman, OH - 80 12,161 - 80 12,161 3,128 2010 2007 8423 Market StBoca Raton, FL - 109 34,002 2,423 214 36,320 11,052 2006 1995 9970 S. Central Park Blvd.Boca Raton, FL - 31 12,312 55 31 12,367 2,004 2012 1993 9960 S. Central Park BoulevardBoerne, TX - 50 13,541 190 50 13,731 3,173 2011 2007 134 Menger Springs RoadBoynton Beach, FL - 2,048 7,692 615 2,048 8,307 3,059 2006 1995 8188 Jog Rd.Boynton Beach, FL - 2,048 7,403 1,238 2,048 8,640 2,937 2006 1997 8200 Jog RoadBoynton Beach, FL - 214 5,611 8,079 270 13,634 4,162 2007 1996 10075 Jog Rd.Boynton Beach, FL 25,708 13,324 40,369 773 13,324 41,141 5,217 2013 2013 10301 Hagen Ranch RoadBradenton, FL - 1,184 9,799 - 1,184 9,799 629 2014 2014 315 75th Street WestBradenton, FL - 1,035 4,298 - 1,035 4,298 303 2014 2009 7005 Cortez Road WestBridgeton, MO 10,294 450 21,272 20 450 21,292 5,105 2010 2006 12266 DePaul DrBurleson, TX - 10 12,611 3 10 12,614 2,484 2011 2007 12001 South FreewayBurnsville, MN - - 31,596 - - 31,596 2,339 2013 2012 14101 Fairview DrCarmel, IN - 2,280 19,238 64 2,280 19,301 5,488 2011 2005 12188-A North Meridian StreetCarmel, IN - 2,026 21,559 10 2,026 21,570 6,368 2011 2007 12188-B North Meridian StreetCastle Rock, CO - 80 13,004 571 79 13,576 1,012 2014 2014 2352 Meadows BoulevardCedar Grove, WI - 113 618 - 113 618 132 2010 1986 313 S. Main St.Charleston, SC - 2,773 25,928 3 2,773 25,931 1,794 2014 1975 325 Folly RoadCincinnati, OH - - 17,880 218 - 18,098 1,454 2012 2012 3301 Mercy West BoulevardClaremore, OK 7,732 132 12,829 407 132 13,236 4,399 2007 2005 1501 N. Florence Ave.Clarkson Valley, MO - - 35,592 - - 35,592 8,269 2009 2010 15945 Clayton RdClear Lake, TX - - 13,882 - - 13,882 463 2013 1995 1010 South Ponds DriveColumbia, MD - 2,333 19,232 - 2,333 19,232 2,576 2012 2013 10700 Charter DriveColumbia, MD - - 34,930 - - 34,930 136 2015 2009 5450 & 5500 Knoll N DriveCoon Rapids, MN - - 26,679 730 - 27,409 2,007 2013 2005 11850 Blackfoot Street NWDade City, FL - 1,211 5,511 - 1,211 5,511 879 2011 1998 13413 US Hwy 301Dallas, TX - 137 28,690 2,535 137 31,225 10,073 2006 1995 9330 Poppy Dr.Dallas, TX 28,450 462 52,488 3 462 52,491 6,735 2012 2004 7115 Greenville AvenueDayton, OH - 730 6,919 - 730 6,919 1,747 2011 1988 1530 Needmore RoadDeerfield Beach, FL - 2,408 7,809 3 2,408 7,812 2,555 2011 2001 1192 East Newport Center DriveDelray Beach, FL - 1,882 34,767 5,693 2,064 40,278 14,345 2006 1985 5130-5150 Linton Blvd.Durham, NC - 1,212 22,858 1 1,212 22,859 1,583 2013 2014 1823 Hillandale RoadEdina, MN - 310 15,132 17 310 15,149 3,181 2010 2003 8100 W 78th StEl Paso, TX - 677 17,075 2,089 677 19,164 6,931 2006 1997 2400 Trawood Dr.Everett, WA - 4,842 26,010 - 4,842 26,010 4,804 2010 2011 13020 Meridian Ave. S.Fenton, MO 11,578 958 27,485 242 958 27,727 3,199 2013 2014 1011 Bowles AvenueFenton, MO 5,544 369 13,911 - 369 13,911 1,110 2013 2014 1055 Bowles AvenueFlower Mound, TX - 737 9,654 - 737 9,654 341 2015 2002 2560 Central Park AvenueFlower Mound, TX - 4,164 27,529 14 4,164 27,543 1,857 2014 2007 4370 Medical Arts DriveFlower Mound, TX - 4,620 - - 4,620 - - 2014 2014 Medical Arts DriveFort Wayne, IN 16,135 1,105 22,836 - 1,105 22,836 2,898 2012 2009 7916 Jefferson BoulevardFort Worth, TX - 462 26,020 - 462 26,020 1,592 2012 2008 10840 Texas Health TrailFort Worth, TX - 401 6,099 - 401 6,099 345 2014 2006 7200 Oakmont BoulevardFranklin, TN - 2,338 12,138 2,184 2,338 14,322 4,398 2007 1988 100 Covey DriveFranklin, WI 4,942 6,872 7,550 - 6,872 7,550 1,687 2010 1984 9200 W. Loomis Rd.Frisco, TX - - 18,635 1,340 - 19,975 5,794 2007 2004 4401 Coit RoadFrisco, TX - - 15,309 2,151 - 17,460 5,914 2007 2004 4461 Coit RoadGallatin, TN - 20 21,801 183 20 21,984 5,521 2010 1997 300 Steam Plant RdGig Harbor, WA - - - 30,917 80 30,837 242 2010 2011 11511 Canterwood Blvd NWGlendale, CA - 37 18,398 761 37 19,159 5,230 2007 2002 222 W. Eulalia St.Grand Prairie, TX - 981 6,086 - 981 6,086 1,187 2012 2012 2740 N State Hwy 360Grapevine, TX 5,459 - 5,943 4,778 2,081 8,640 401 2014 2010 2040 W State Hwy 114Grapevine, TX 9,882 3,365 15,669 - 3,365 15,669 1,085 2014 1900 2020 W State Hwy 114Green Bay, WI 6,871 - 14,891 - - 14,891 2,939 2010 2002 2253 W. Mason St.Green Bay, WI - - 20,098 - - 20,098 3,891 2010 2002 2845 Greenbrier RoadGreen Bay, WI - - 11,696 - - 11,696 3,145 2010 2002 2845 Greenbrier RoadGreeneville, TN - 970 10,104 - 970 10,104 2,403 2010 2005 438 East Vann RdGreenwood, IN - 8,316 26,384 - 8,316 26,384 3,705 2012 2013 1260 Innovation ParkwayGreenwood, IN - 1,262 7,045 645 1,262 7,691 499 2014 2001 333 E County Line RoadGrenwood, IN - 2,098 21,538 1 2,098 21,538 1,006 2014 2011 3000 S State Road 135Harker Heights, TX - 1,907 3,575 - 1,907 3,575 298 2011 2009 E Central Texas ExpresswayHigh Point, NC - 2,659 29,069 162 2,659 29,230 3,398 2012 2010 4515 Premier DriveHighland, IL - - 8,834 - - 8,834 699 2012 2010 12860 Troxler AvenueHouston, TX 14,000 378 31,932 316 378 32,248 6,083 2012 1981 18100 St John DriveHouston, TX - 91 10,613 - 91 10,613 1,912 2012 1986 2060 Space Park DriveHouston, TX - 10,403 - - 10,403 - 3 2011 2003 15655 Cypress Woods Medical DriveHouston, TX - 5,837 33,128 1 5,837 33,129 6,385 2012 2006 15655 Cypress Woods Medical DriveHouston, TX - 3,688 13,313 1 3,688 13,315 1,845 2012 2004 10701 Vintage Preserve ParkwayHouston, TX - - - 75,398 12,815 62,584 6,206 2012 2007 2727 W Holcombe BoulevardHouston, TX - 3,102 32,323 640 3,242 32,824 2,289 2014 2012 1900 N Loop W FreewayHudson, OH - 2,587 13,720 8 2,587 13,728 2,546 2012 2001 5655 Hudson DriveHumble, TX - - 9,941 - - 9,941 290 2013 2014 8233 N. Sam Houston Parkway E.Jackson, MI - 607 17,367 42 626 17,389 2,033 2013 2009 1201 E Michigan AvenueJupiter, FL - 2,252 11,415 2,375 2,252 13,790 3,826 2006 2001 550 Heritage Dr.Jupiter, FL - 2,825 5,858 566 2,825 6,424 2,288 2007 2004 600 Heritage Dr.Kenosha, WI 7,494 - 18,058 - - 18,058 3,488 2010 1993 10400 75th St.Killeen, TX - 760 22,878 20 760 22,898 4,986 2010 2010 2405 Clear Creek RdKyle, TX - 2,569 14,384 84 2,569 14,468 1,038 2014 2009 135 Bunton RoadLa Jolla, CA - 12,855 32,658 - 12,855 32,658 969 2015 1976 4150 Regents Park RowLa Jolla, CA - 9,425 26,904 - 9,425 26,904 522 2015 1985 4120 & 4130 La Jolla Village DriveLa Quinta, CA - 3,266 22,066 116 3,279 22,169 1,599 2014 2013 47647 Caleo Bay DriveLake St Louis, MO - 240 14,249 49 240 14,298 3,342 2010 2008 400 Medical DrLakeway, TX - 2,801 - - 2,801 - - 2007 1900 Lohmans Crossing RoadLakewood, CA - 146 14,885 1,709 146 16,594 4,743 2006 1993 5750 Downey Ave.Lakewood, WA 7,041 72 16,017 - 72 16,017 1,873 2012 2002 11307 Bridgeport Way SWLas Vegas, NV - 2,319 4,612 1,021 2,319 5,632 1,988 2006 1991 2870 S. Maryland Pkwy.Las Vegas, NV - 74 15,287 1,150 74 16,437 4,969 2006 2000 1815 E. Lake Mead Blvd.Las Vegas, NV - 433 6,921 212 433 7,133 2,464 2007 1997 1776 E. Warm Springs Rd.Las Vegas, NV - 6,127 - 50 6,127 50 - 2007 1975 SW corner of Deer Springs Way and Riley StreetLenexa, KS - 540 17,926 256 540 18,182 3,270 2010 2008 23401 Prairie Star PkwyLenexa, KS - 100 14,058 - 100 14,058 673 2013 2012 23351 Prairie Star ParkwayLincoln, NE - 1,420 29,723 25 1,420 29,748 7,625 2010 2003 575 South 70th StLos Alamitos, CA - 39 18,635 1,218 39 19,853 5,625 2007 2003 3771 Katella Ave.Los Gatos, CA - 488 22,386 1,740 488 24,126 8,383 2006 1993 555 Knowles Dr.Loxahatchee, FL - 1,637 5,048 985 1,719 5,951 2,009 2006 1997 12977 Southern Blvd.Loxahatchee, FL - 1,340 6,509 624 1,440 7,033 2,279 2006 1993 12989 Southern Blvd.Loxahatchee, FL - 1,553 4,694 1,018 1,650 5,615 1,791 2006 1994 12983 Southern Blvd.Marinette, WI 6,036 - 13,538 - - 13,538 3,146 2010 2002 4061 Old Peshtigo Rd.Melbourne, FL - 3,439 50,461 257 3,439 50,718 3,039 2014 2013 2222 South Harbor City BoulevardMerced, CA - - 14,699 5 - 14,704 3,274 2009 2010 315 Mercy Ave.Merriam, KS - 176 8,005 8,558 775 15,965 2,094 2011 1972 8800 West 75th StreetMerriam, KS - - 1,996 - - 1,996 782 2011 1980 7301 Frontage StreetMerriam, KS - - 10,222 - - 10,222 4,121 2011 1977 8901 West 74th StreetMerriam, KS - - 5,862 - - 5,862 2,059 2011 1985 9119 West 74th StreetMerriam, KS - 1,226 24,998 - 1,226 24,998 2,449 2013 2009 9301 West 74th StreetMerrillville, IN - - 22,134 632 - 22,766 5,023 2008 2006 101 E. 87th Ave.Mesa, AZ - 1,558 9,561 629 1,558 10,190 3,461 2008 1989 6424 East Broadway RoadMesquite, TX - 496 3,834 - 496 3,834 531 2012 1994 1575 I-30Milwaukee, WI 2,569 540 8,457 - 540 8,457 1,767 2010 1930 1218 W. Kilbourn Ave.Milwaukee, WI 8,962 1,425 11,520 - 1,425 11,520 3,138 2010 1962 3301-3355 W. Forest Home Ave.Milwaukee, WI 2,242 922 2,185 - 922 2,185 744 2010 1958 840 N. 12th St.Milwaukee, WI 17,365 - 44,535 - - 44,535 8,415 2010 1983 2801 W. Kinnickinnic Pkwy.Mission Hills, CA 25,247 - 42,276 1,090 4,791 38,575 2,886 2014 2013 11550 Indian Hills RoadMoline, IL - - 8,783 29 - 8,812 483 2012 2006 3900 28th Avenue DriveMonticello, MN 8,464 61 18,489 22 61 18,510 1,986 2012 2005 1001 Hart BoulevardMoorestown, NJ - 6 50,896 - 6 50,896 6,324 2011 2012 401 Young AvenueMount Juliet, TN 3,016 1,566 11,697 1,118 1,566 12,815 4,326 2007 2005 5002 Crossings CircleMount Vernon, IL - - 24,892 - - 24,892 3,195 2011 2012 4121 Veterans Memorial DrMurrieta, CA - - 47,190 486 - 47,676 11,011 2010 2011 28078 Baxter Rd.Murrieta, CA - 3,800 - - 3,800 - - 2014 2012 28078 Baxter Rd.Muskego, WI 1,078 964 2,159 - 964 2,159 417 2010 1993 S74 W16775 Janesville Rd.Nashville, TN - 1,806 7,165 2,036 1,806 9,201 3,416 2006 1986 310 25th Ave. N.New Albany, IN - 2,411 16,494 30 2,411 16,524 993 2014 2007 2210 Green Valley RoadNew Berlin, WI 4,156 3,739 8,290 - 3,739 8,290 1,737 2010 1993 14555 W. National Ave.Niagara Falls, NY - 1,433 10,891 271 1,597 10,998 4,302 2007 1995 6932 - 6934 Williams RdNiagara Falls, NY - 454 8,362 - 454 8,362 2,358 2007 2004 6930 Williams RdOklahoma City, OK - 216 19,135 77 216 19,212 2,553 2013 2008 535 NW 9th StreetOro Valley, AZ 9,395 89 18,339 746 89 19,084 5,423 2007 2004 1521 E. Tangerine Rd.Oshkosh, WI - - 18,339 - - 18,339 3,515 2010 2000 855 North Wethaven Dr.Oshkosh, WI 7,467 - 15,881 - - 15,881 3,012 2010 2000 855 North Wethaven Dr.Palm Springs, FL - 739 4,066 494 739 4,560 1,732 2006 1993 1640 S. Congress Ave.Palm Springs, FL - 1,182 7,765 563 1,182 8,328 2,978 2006 1997 1630 S. Congress Ave.Palmer, AK 18,345 217 29,705 1,220 217 30,925 8,475 2007 2006 2490 South Woodworth LoopPasadena, TX - 1,700 8,009 - 1,700 8,009 501 2012 2013 5001 E Sam Houston Parkway SPearland, TX - 1,500 11,253 - 1,500 11,253 613 2012 2015 2515 Business Center DrivePearland, TX - 9,594 32,753 191 9,807 32,731 1,337 2014 2006 11511 Shadow Creek ParkwayPendleton, OR - - 10,312 - - 10,312 549 2012 2013 3001 St. Anthony DrivePhoenix, AZ - 1,149 48,018 11,069 1,149 59,087 18,292 2006 1998 2222 E. Highland Ave.Pineville, NC - 961 6,974 2,515 1,077 9,373 3,343 2006 1988 10512 Park Rd.Plano, TX - 5,423 20,698 - 5,423 20,698 9,178 2008 2007 6957 Plano ParkwayPlano, TX 52,479 793 83,209 578 793 83,787 13,469 2012 2005 6020 West Parker RoadPlantation, FL - 8,563 10,666 3,169 8,575 13,823 5,716 2006 1997 851-865 SW 78th Ave.Plantation, FL - 8,848 9,262 587 8,908 9,789 5,824 2006 1996 600 Pine Island Rd.Plymouth, WI 1,258 1,250 1,870 - 1,250 1,870 440 2010 1991 2636 Eastern Ave.Portland, ME - 655 25,930 13 655 25,943 4,949 2011 2008 195 Fore River ParkwayRedmond, WA - 5,015 26,709 284 5,015 26,993 5,122 2010 2011 18000 NE Union Hill Rd.Reno, NV - 1,117 21,972 1,999 1,117 23,970 7,123 2006 1991 343 Elm St.Richmond, VA - 2,969 26,697 60 3,004 26,722 4,413 2012 2008 7001 Forest AvenueRockwall, TX - 132 17,197 3 132 17,200 2,862 2012 2008 3142 Horizon RoadRogers, AR - 1,062 29,326 - 1,062 29,326 6,007 2011 2008 2708 Rife Medical LaneRolla, MO - 1,931 47,639 - 1,931 47,639 7,480 2011 2009 1605 Martin Spring DriveRoswell, NM - 183 5,851 - 183 5,851 1,116 2011 2011 601 West Country Club RoadRoswell, NM 4,049 883 15,984 - 883 15,984 2,720 2011 2004 350 West Country Club RoadRoswell, NM - 762 17,171 1 762 17,171 2,333 2011 2006 300 West Country Club RoadSacramento, CA - 866 12,756 1,715 866 14,471 4,491 2006 1990 8120 Timberlake WaySalem, NH - 1,655 14,050 20 1,655 14,070 1,052 2014 2014 31 Stiles RoadSan Antonio, TX - 1,012 10,545 739 1,012 11,284 4,482 2006 1999 19016 Stone Oak Pkwy.San Antonio, TX - 1,038 9,173 - 1,038 9,173 3,565 2006 1999 540 Stone Oak Centre DriveSan Antonio, TX 18,400 4,518 31,041 362 4,548 31,373 6,536 2012 1986 5282 Medical DriveSan Antonio, TX - 900 17,288 304 900 17,591 1,726 2014 2006 3903 Wiseman BoulevardSanta Clarita, CA - - 2,338 19,664 5,196 16,806 1,125 2014 1900 23861 McBean ParkwaySanta Clarita, CA - - 28,384 1,580 5,250 24,714 1,705 2014 1900 23929 McBean ParkwaySanta Clarita, CA - 278 185 - 278 185 67 2014 1976 23871 McBean ParkwaySanta Clarita, CA 25,000 295 40,262 - 295 40,262 1,525 2014 1998 23803 McBean ParkwaySanta Clarita, CA - - 20,618 307 4,407 16,518 1,219 2014 1996 24355 Lyons AvenueSanta Clarita, CA - 9,835 - 1,760 11,595 - - 2014 1986 23861 McBean ParkwaySarasota, FL - 62 47,325 864 62 48,190 6,807 2012 1990 1921 Waldemere StreetSeattle, WA - 4,410 38,428 358 4,410 38,786 8,479 2010 2010 5350 Tallman AveSewell, NJ - 60 57,929 308 74 58,223 16,141 2007 2009 239 Hurffville-Cross Keys RoadShakopee, MN 6,350 508 11,412 36 509 11,447 2,701 2010 1996 1515 St Francis AveShakopee, MN 10,739 707 18,089 66 773 18,089 3,142 2010 2007 1601 St Francis AveSheboygan, WI 1,737 1,012 2,216 - 1,012 2,216 526 2010 1958 1813 Ashland Ave.Shenandoah, TX - - 21,135 - - 21,135 528 2013 2009 106 Vision Park BoulevardSherman Oaks, CA - - 32,186 1,902 3,121 30,967 2,097 2014 1989 4955 Van Nuys BoulevardSomerville, NJ - 3,400 22,244 2 3,400 22,246 4,125 2008 2007 30 Rehill AvenueSouthlake, TX 11,680 592 18,243 149 592 18,392 2,896 2012 2004 1545 East Southlake BoulevardSouthlake, TX 17,800 698 30,549 1,709 698 32,258 4,276 2012 2004 1545 East Southlake BoulevardSouthlake, TX - 3,000 - - 3,000 - - 2014 2013 Central AvenueSpringfield, IL 5,273 - - 11,919 1,569 10,350 66 2010 1989 1100 East Lincolnshire BlvdSpringfield, IL 1,650 - - 3,696 177 3,519 23 2010 1988 2801 Mathers RdSt Paul, MN - 49 37,695 283 49 37,978 1,465 2014 1969 225 Smith Avenue N.St. Louis, MO - 336 17,247 1,119 336 18,366 5,550 2007 2001 2325 Dougherty Rd.St. Paul, MN 24,781 2,706 39,507 13 2,704 39,523 7,500 2011 2007 435 Phalen BoulevardSuffern, NY - 653 37,255 130 696 37,342 6,695 2011 2007 255 Lafayette AvenueSuffolk, VA - 1,566 11,511 25 1,566 11,537 3,326 2010 2007 5838 Harbour View Blvd.Sugar Land, TX 8,305 3,543 15,532 - 3,543 15,532 2,643 2012 2013 11555 University BoulevardSummit, WI - 2,899 87,666 - 2,899 87,666 22,984 2008 2009 36500 Aurora Dr.Tacoma, WA - - 64,307 - - 64,307 8,481 2011 2013 1608 South J StreetTallahassee, FL - - 17,449 - - 17,449 3,575 2010 2011 One Healing PlaceTampa, FL - 4,318 12,228 - 4,318 12,222 1,672 2011 2003 14547 Bruce B Downs BlvdTemple, TX - 2,900 9,954 26 2,900 9,980 870 2011 2012 2601 Thornton LaneTucson, AZ - 1,302 4,925 847 1,325 5,749 2,170 2008 1995 2055 W. Hospital Dr.Tustin, CA - 3,345 2,171 - 3,345 2,171 328 2015 1950 14591 Newport AveTustin, CA - 3,361 12,039 - 3,361 12,039 200 2015 1989 14642 Newport AveVan Nuys, CA - - 36,187 - - 36,187 6,561 2009 1991 6815 Noble Ave.Voorhees, NJ - 6,404 24,251 1,471 6,477 25,649 7,515 2006 1997 900 Centennial Blvd.Voorhees, NJ - 6 96,075 77 6 96,152 13,977 2010 2012 200 Bowman DriveWellington, FL - 107 16,933 2,587 302 19,325 4,967 2006 2000 10115 Forest Hill Blvd.Wellington, FL - 388 13,697 925 388 14,622 3,832 2007 2003 1395 State Rd. 7West Allis, WI 3,190 1,106 3,309 - 1,106 3,309 938 2010 1961 11333 W. National Ave.West Seneca, NY - 917 22,435 2,623 1,665 24,310 7,547 2007 1990 550 Orchard Park RdZephyrhills, FL - 3,875 27,270 - 3,875 27,270 4,063 2011 1974 38135 Market Square DrOutpatient medical total: $627,689$490,437$4,274,941$278,333$535,720$4,507,983$794,063 116 Assets held for sale: Akron, OH $-$300$20,200$-$-$-$- 2009 2008 200 E. Market St.Amelia Island, FL - 3,290 24,310 - - - - 2005 1998 48 Osprey Village Dr.Austin, TX - 730 18,970 - - - - 2007 2006 3200 W. Slaughter LaneBaytown, TX - 450 6,150 - - - - 2002 2000 3921 N. Main St.Baytown, TX - 540 11,110 - - - - 2009 2008 2000 West Baker LaneBellaire, TX - 4,551 46,105 - - - - 2006 2005 5410 W. Loop S.Bellaire, TX - 2,972 33,445 - - - - 2006 2005 5420 W. Loop S.Bellevue, WI - 1,740 18,260 - - - - 2006 2004 1660 Hoffman Rd.Bellingham, MA - 9,270 - - - 2,156 - 2007 2015 Maple Street and High StreetBridgeton, MO - - 30,221 - - - - 2011 2011 12380 DePaul DriveBrookline, MA - 2,760 9,217 - - - - 2011 1984 30 Webster StreetColumbus, OH - - - 6,710 - 6,710 - 2012 2013 750 Mt. Carmel MallCoral Springs, FL - 1,598 10,627 - - 9,246 - 2006 1992 1725 N. University Dr.Corpus Christi, TX - 400 1,916 - - - - 2005 1985 1101 S. AlamedaDeForest, WI - 250 5,350 - - - - 2007 2006 6902 Parkside CircleDenton, TX - - 19,407 - - - - 2007 2005 2900 North I-35Denver, CO - 2,530 9,514 - - - - 2005 1986 3701 W. Radcliffe Ave.Fayetteville, GA - 959 7,540 - - 6,733 - 2006 1999 1275 Hwy. 54 W.Frisco, TX - 130 16,445 - - - - 2012 2010 2990 Legacy DriveGermantown, TN - 3,049 12,456 - - 12,202 - 2006 2002 1325 Wolf Park DriveGrand Blanc, MI - 700 7,843 - - - - 2011 2012 5400 East BaldwinGreenfield, WI - 600 6,626 - - - - 2006 2006 3933 S. Prairie Hill LaneGreenville, SC - 5,400 100,523 - - - - 2006 2009 10 Fountainview TerraceHattiesburg, MS - 450 15,518 - - 14,089 - 2010 2012 217 Methodist Hospital BlvdHermitage, TN - 1,500 9,856 - - 10,213 - 2011 1983 4131 Andrew Jackson ParkwayHouston, TX - 860 18,715 - - - - 2007 2006 8702 South Course DriveHouston, TX - 630 5,970 - - - - 2002 1995 3625 Green Crest Dr.Kenosha, WI - 1,500 9,139 - - - - 2007 2009 6300 67th StreetLapeer, MI - 220 7,625 - - - - 2011 2012 2323 Demille RoadMcHenry, IL - 3,550 15,300 - - - - 2006 2004 3300 Charles Miller Rd.Melbourne, FL - 2,540 21,319 - - - - 2010 2012 3260 N Harbor City BlvdMemphis, TN - 390 9,660 - - - - 2010 1981 141 N. McLean Blvd.Merrillville, IN - 1,080 3,413 - - - - 2010 2011 300 W. 89th Ave.Merrillville, IN - 643 7,084 - - - - 1997 1999 101 W. 87th Ave.Millersville, MD - 680 1,020 - - 680 - 2011 2000 899 Cecil AvenueMorrow, GA - 818 8,064 - - 5,913 - 2007 1990 6635 Lake DriveMount Airy, NC - 270 6,430 - - - - 2005 1998 1000 Ridgecrest LaneMurrieta, CA - 8,800 202,412 - - - - 2008 2010 28062 Baxter RoadMyrtle Beach, SC - 6,890 41,526 - - - - 2007 2009 101 Brightwater Dr.Neenah, WI - 630 15,120 - - - - 2010 1991 131 E. North Water St.Orange Village, OH - 610 7,419 - - 6,096 - 2007 1985 3755 Orange PlaceOshkosh, WI - 900 3,800 - - - - 2006 2005 711 Bayshore DriveOshkosh, WI - 400 23,237 - - - - 2007 2008 631 Hazel StreetOverland Park, KS - 1,120 8,360 - - - - 2005 1970 7541 Switzer St.Panama City Beach, FL - 900 7,717 - - 7,716 - 2011 1996 6012 Magnolia Beach RoadPasadena, TX - 720 24,080 - - - - 2007 2005 3434 Watters Rd.Pawleys Island, SC - 2,020 32,590 - - - - 2005 1997 120 Lakes at Litchfield Dr.Saint Simons Island, GA - 6,440 50,060 - - - - 2008 2007 136 Marsh's Edge LaneSan Antonio, TX - 560 7,315 - - - - 2002 2000 5437 Eisenhaur Rd.San Antonio, TX - 640 13,360 - - - - 2007 2004 8503 Mystic ParkScituate, MA - 1,740 10,640 - - - - 2005 1976 309 DriftwaySheboygan, WI - 80 5,320 - - - - 2006 2006 4221 Kadlec Dr.Silver Spring, MD - 1,150 9,252 - - - - 2012 1968 12325 New HampshireSpartanburg, SC - 3,350 15,750 - - - - 2005 1997 110 Summit Hills Dr.St. Louis, MO - 1,890 12,165 - - 12,472 - 2010 1999 6543 Chippewa StTampa, FL - - - 17,685 - 17,685 - 2012 1984 3000 Medical Park DriveThomasville, GA - 530 13,899 - - 13,193 - 2011 1987 423 Covington AvenueTucson, AZ - 930 13,399 - - - - 2005 1985 6211 N. La Cholla Blvd.Virginia Beach, VA - - - 16,555 - 16,555 - 2011 2007 828 Healthy WayWaukesha, WI - 1,100 14,910 - - - - 2008 2009 3217 Fiddlers Creek DrWebster, TX - 360 5,940 - - - - 2002 2000 17231 Mill ForestWest Palm Beach, FL - 628 14,740 - - 10,762 - 2006 1993 5325 Greenwood Ave.West Palm Beach, FL - 610 14,618 - - 10,575 - 2006 1991 927 45th St.Westerville, OH - - - 6,954 - 6,954 - 2012 2010 444 N Cleveland AvenueWinston-Salem, NC $-$5,700$13,550$-$-$-$- 2005 1997 2101 Homestead HillsAssets held for sale total $-$106,048$1,136,527$47,904$-$169,950 - 120 Summary: Triple-net$554,014$1,003,748$10,800,837$600,549$1,032,860$11,372,276$1,539,033Seniors housing operating 2,290,552 972,005 10,569,105 446,629 994,865 10,992,868 1,463,201Outpatient medical 627,689 490,437 4,274,941 278,333 535,720 4,507,983 794,063Construction in progress - - 258,968 - - 258,968 -Total continuing operating properties 3,472,255 2,466,190 25,903,851 1,325,511 2,563,445 27,132,095 3,796,297 Assets held for sale - 106,048 1,136,527 47,904 - 169,950 -Total investments in real property owned$3,472,255$2,572,238$27,040,378$1,373,415$2,563,445$27,302,045$3,796,297 (1) Please see Note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.(2) Represents real property asset associated with a capital lease. 121 Year Ended December 31, 2015 2014 2013 Reconciliation of real property: (in thousands) Investment in real estate: Balance at beginning of year $25,491,935 $23,734,733 $18,082,399 Additions: Acquisitions 3,364,891 2,210,600 3,597,955 Improvements 445,625 380,298 408,844 Assumed other items, net 389,256 160,897 772,972 Assumed debt 1,064,810 265,152 1,340,939 Total additions 5,264,582 3,016,947 6,120,710 Deductions: Cost of real estate sold (449,932) (916,997) (498,564) Reclassification of accumulated depreciation and amortization for assets heldfor sale (41,464) (64,476) (3,730) Impairment of assets (2,220) - - Total deductions (493,616) (981,473) (502,294) Foreign currency translation (397,411) (278,272) 33,918 Balance at end of year(1) $29,865,490 $25,491,935 $23,734,733 Accumulated depreciation: Balance at beginning of year $3,020,908 $2,386,658 $1,555,055 Additions: Depreciation and amortization expenses 826,240 844,130 873,960 Amortization of above market leases 11,912 7,935 7,831 Total additions 838,152 852,065 881,791 Deductions: Sale of properties (69,735) (123,582) (49,625) Reclassification of accumulated depreciation and amortization for assets heldfor sale (41,464) (64,476) (3,730) Total deductions (111,199) (188,058) (53,355) Foreign currency translation 48,436 (29,757) 3,167 Balance at end of year $3,796,297 $3,020,908 $2,386,658 (1) The aggregate cost for tax purposes for real property equals $19,159,762,000, $21,621,760,000, and $20,260,297,000 at December 31, 2015, 2014 and 2013, respectively. 122 Welltower Inc.Schedule IV - Mortgage Loans on Real EstateDecember 31, 2015 (in thousands) LocationSegment InterestRate Final MaturityDate MonthlyPaymentTerms Prior Liens Face Amountof Mortgages CarryingAmount ofMortgages PrincipalAmount ofLoans Subjectto DelinquentPrincipal orInterest First mortgages relating to 1 property located in: CaliforniaOutpatient Medical 6.08% 12/22/17 $309,681 $- $65,000 $60,902 $- United KingdomTriple-Net 7.00% 04/19/18 127,412 - 21,382 21,382 - United KingdomTriple-Net 7.00% 11/21/18 121,437 - 20,497 20,497 - MassachusettsTriple-Net 7.86% 12/31/16 35,434 - 21,000 5,316 - United KingdomTriple-Net 7.00% 12/31/19 55,858 - 27,133 9,737 - United KingdomTriple-Net 8.25% 06/11/19 14,973 - 15,262 2,216 - United KingdomTriple-Net 8.00% 07/31/19 4,737 - 22,119 1,629 - United KingdomTriple-Net 8.50% 05/01/16 39,496 - 9,721 6,429 - United KingdomTriple-Net 7.54% 07/31/15 9,437 - 3,097 1,474 - OklahomaTriple-Net 8.42% 10/28/19 59,007 - 11,610 8,719 - OregonTriple-Net 7.10% 05/01/16 1,357 - 225 225 - PennsylvaniaTriple-Net 7.10% 03/01/16 1,479 - 250 250 - TexasTriple-Net 8.00% 02/28/21 53,507 - 7,875 7,875 - First mortgage relating to multiple properties: Four properties in theUnited KingdomTriple-Net 7.50% 11/30/19 $85,135 $- $13,742 $13,409 $- 49 properties in sevenstatesTriple-Net 9.75% 02/28/17 2,589,041 - 360,000 305,833 - 15 properties in eightstatesTriple-Net 8.00% 11/30/17 440,877 - 171,090 134,100 - Second mortgages relating to 1 property located in: ConnecticutTriple-Net 8.11% 04/01/18 $39,658 $16,009 $5,961 $5,961 $- TexasTriple-Net 12.17% 05/01/19 31,009 11,489 3,100 3,100 - FloridaTriple-Net 12.17% 07/01/18 27,008 9,283 2,700 2,700 - FloridaTriple-Net 12.17% 11/01/18 27,008 11,654 2,700 2,700 - IndianaTriple-Net 10.50% 04/01/19 25,264 11,211 2,887 2,887 - IndianaTriple-Net 10.50% 04/01/19 17,320 8,202 1,979 1,979 - KansasTriple-Net 10.50% 09/19/19 15,403 1,228 1,760 1,760 - TexasTriple-Net 10.50% 11/01/19 17,123 - 1,957 1,957 - Second mortgage relating to multiple properties: Five properties inthree statesTriple-Net 10.00% 12/30/18 $212,329 $51,467 $25,000 $12,455 $- Totals $120,543 $818,047 $635,492 $- Year Ended December 31, 2015 2014 2013Reconciliation of mortgage loans: (in thousands) Balance at beginning of year $188,651 $146,987 $87,955 Additions: New mortgage loans 524,088 113,996 68,530 Draws on existing loans 30,550 26,330 - Total additions 554,638 140,326 68,530 Deductions: Collections of principal (80,552) (49,974) (8,790) Conversions to real property (23,288) (45,836) - Charge-offs - - (2,110) Total deductions (103,840) (95,810) (10,900) Change in balance due to foreign currency translation (3,957) (2,852) 1,402 Balance at end of year $635,492 $188,651 $146,987 123 EXHIBIT INDEX 1.1(a) Form of Equity Distribution Agreement, dated as of November 12, 2010, entered into by and between the Company and each of UBS Securities LLC,RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (filed with the Commission as Exhibit 1.1 to theCompany’s Form 8-K filed November 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).1.1(b) Form of Amendment No. 1, dated September 1, 2011, to the Equity Distribution Agreements entered into by and between the Company and each ofUBS Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (filed with the Commission asExhibit 1.1 to the Company’s Form 8-K filed September 8, 2011 (File No. 001-08923), and incorporated herein by reference thereto).1.1(c) Form of Amendment No. 2, dated August 5, 2015, to the Equity Distribution Agreements entered into by and between the Company and each ofUBS Securities LLC, KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. (filed with the Commission as Exhibit 1.3 to theCompany’s Form 8-K filed August 5, 2015 (File No. 001-08923), and incorporated herein by reference thereto).3.1(a) Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).3.1(b) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).3.1(c) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 8-K filed June 13, 2003 (File No. 001-08923), and incorporated herein by reference thereto).3.1(d) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.9 to theCompany’s Form 10-Q filed August 9, 2007 (File No. 001-08923), and incorporated herein by reference thereto).3.1(e) Certificate of Change of Location of Registered Office and of Registered Agent of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 10-Q filed August 6, 2010 (File No. 001-08923), and incorporated herein by reference thereto).3.1(f) Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the Company (filed with the Commission asExhibit 3.1 to the Company’s Form 8-K filed March 7, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(g) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 8-K filed May 10, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(h) Certificate of Designation of 6.50% Series J Cumulative Redeemable Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 tothe Company’s Form 8-K filed March 8, 2012 (File No. 001-08923), and incorporated herein by reference thereto).3.1(i) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 8-K filed May 6, 2014 (File No. 001-08923), and incorporated herein by reference thereto).124 3.1(j) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to theCompany’s Form 8-K filed September 30, 2015 (File No. 001-08923), and incorporated herein by reference thereto).3.2 Fifth Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.2 to the Company’s Form 10-Q filed October 30,2015 (File No. 001-08923), and incorporated herein by reference thereto).4.1(a) Indenture for Senior Debt Securities, dated as of September 6, 2002, between the Company and Fifth Third Bank (filed with the Commission asExhibit 4.1 to the Company’s Form 8-K filed September 9, 2002 (File No. 001-08923), and incorporated herein by reference thereto).4.1(b) Supplemental Indenture No. 1, dated as of September 6, 2002, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between theCompany and Fifth Third Bank (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 9, 2002 (File No. 001-08923), and incorporated herein by reference thereto).4.1(c) Amendment No. 1, dated March 12, 2003, to Supplemental Indenture No. 1, dated as of September 6, 2002, to Indenture for Senior Debt Securities,dated as of September 6, 2002, between the Company and Fifth Third Bank (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-Kfiled March 14, 2003 (File No. 001-08923), and incorporated herein by reference thereto).4.1(d) Supplemental Indenture No. 2, dated as of September 10, 2003, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between theCompany and Fifth Third Bank (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 24, 2003 (File No. 001-08923), and incorporated herein by reference thereto).4.1(e) Amendment No. 1, dated September 16, 2003, to Supplemental Indenture No. 2, dated as of September 10, 2003, to Indenture for Senior DebtSecurities, dated as of September 6, 2002, between the Company and Fifth Third Bank (filed with the Commission as Exhibit 4.4 to the Company’sForm 8-K filed September 24, 2003 (File No. 001-08923), and incorporated herein by reference thereto).4.1(f) Supplemental Indenture No. 3, dated as of October 29, 2003, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between theCompany and Fifth Third Bank (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed October 30, 2003 (File No. 001-08923),and incorporated herein by reference thereto).4.1(g) Amendment No. 1, dated September 13, 2004, to Supplemental Indenture No. 3, dated as of October 29, 2003, to Indenture for Senior DebtSecurities, dated as of September 6, 2002, between the Company and The Bank of New York Trust Company, N.A., as successor to Fifth Third Bank(filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed September 13, 2004 (File No. 001-08923), and incorporated herein byreference thereto).4.1(h) Supplemental Indenture No. 4, dated as of April 27, 2005, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between theCompany and The Bank of New York Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed April 28,2005 (File No. 001-08923), and incorporated herein by reference thereto).4.1(i) Supplemental Indenture No. 5, dated as of November 30, 2005, to Indenture for Senior Debt Securities, dated as of September 6, 2002, between theCompany and The Bank of New York Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed November30, 2005 (File No. 001-08923), and incorporated herein by reference thereto).4.2(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commissionas Exhibit 4.1 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.2(b) Supplemental Indenture No. 1, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by referencethereto).125 4.2(c) Amendment No. 1 to Supplemental Indenture No. 1, dated as of June 18, 2010, between the Company and The Bank of New York Mellon TrustCompany, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 18, 2010 (File No. 001-08923), and incorporatedherein by reference thereto).4.2(d) Supplemental Indenture No. 2, dated as of April 7, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed withthe Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 7, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.2(e) Amendment No. 1 to Supplemental Indenture No. 2, dated as of June 8, 2010, between the Company and The Bank of New York Mellon TrustCompany, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 8, 2010 (File No. 001-08923), and incorporatedherein by reference thereto).4.2(f) Supplemental Indenture No. 3, dated as of September 10, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 13, 2010 (File No. 001-08923), and incorporated herein byreference thereto).4.2(g) Supplemental Indenture No. 4, dated as of November 16, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 16, 2010 (File No. 001-08923), and incorporated herein byreference thereto).4.2(h) Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 14, 2011 (File No. 001-08923), and incorporated herein by referencethereto).4.2(i) Supplemental Indenture No. 6, dated as of April 3, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed withthe Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 4, 2012 (File No. 001-08923), and incorporated herein by reference thereto).4.2(j) Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed December 11, 2012 (File No. 001-08923), and incorporated herein byreference thereto).4.2(k) Supplemental Indenture No. 8, dated as of October 7, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by referencethereto).4.2(l) Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein byreference thereto).4.2(m) Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 25, 2014 (File No. 001-08923), and incorporated herein byreference thereto).4.2(n) Supplemental Indenture No. 11, dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filedwith the Commission as Exhibit 4.2 to the Company’s Form 8-K filed May 27, 2015 (File No. 001-08923), and incorporated herein by referencethereto).4.2(o) Amendment No. 1 to Supplemental Indenture No. 11, dated as of October 19, 2015, between the Company and The Bank of New York Mellon TrustCompany, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed October 20, 2015 (File No. 001-08923), andincorporated herein by reference thereto).4.3 Form of Indenture for Senior Subordinated Debt Securities (filed with the Commission as Exhibit 4.9 to the Company’s Form S-3 (File No. 333-73936) filed November 21, 2001, and incorporated herein by reference thereto).126 4.4 Form of Indenture for Junior Subordinated Debt Securities (filed with the Commission as Exhibit 4.10 to the Company’s Form S-3 (File No. 333-73936) filed November 21, 2001, and incorporated herein by reference thereto).4.5(a) Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada.4.5(b) First Supplemental Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Companyof Canada.10.1 Credit Agreement dated as of July 25, 2014 by and among the Company; the lenders listed therein; KeyBank National Association, asadministrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; DeutscheBank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, KeyBanc CapitalMarkets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. MorganSecurities LLC and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. MorganSecurities LLC, as joint book runners (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed July 31, 2014 (File No. 001-08923), and incorporated herein by reference thereto).10.2 Equity Purchase Agreement, dated as of February 28, 2011, by and among the Company, FC-GEN Investment, LLC and FC-GEN OperationsInvestment, LLC (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed February 28, 2011 (File No. 001-08923), andincorporated herein by reference thereto).10.3(a) Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (filed with the Commission as Appendix A to the Company’s ProxyStatement for the 2009 Annual Meeting of Stockholders, filed March 25, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(b) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filedwith the Commission as Exhibit 10.18 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein byreference thereto).*10.3(c) Form of Amendment to Stock Option Agreements (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-TermIncentive Plan (filed with the Commission as Exhibit 10.6 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporatedherein by reference thereto).*10.3(d) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filedwith the Commission as Exhibit 10.8 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by referencethereto).*10.3(e) Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.19 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by referencethereto).*10.3(f) Form of Amendment to Stock Option Agreements (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term IncentivePlan (filed with the Commission as Exhibit 10.7 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein byreference thereto).*10.3(g) Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.9 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(h) Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan(filed with the Commission as Exhibit 10.20 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein byreference thereto).*127 10.3(i) Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the Amended and Restated 2005Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), andincorporated herein by reference thereto).*10.3(j) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed withthe Commission as Exhibit 10.21 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by referencethereto).*10.3(k) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the Amended and Restated 2005 Long-TermIncentive Plan (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporatedherein by reference thereto).*10.3(l) Form of Restricted Stock Agreement for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.22 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(m) Form of Restricted Stock Agreement for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.23to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(n) Form of Restricted Stock Agreement for the Chief Executive Officer under the Amended and Restated 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.3 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(o) Form of Restricted Stock Agreement for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.4 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(p) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.24 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(q) Form of Amendment to Deferred Stock Unit Grant Agreements for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with theCommission as Exhibit 10.10 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by referencethereto).*10.3(r) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission asExhibit 10.11 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.3(s) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the Amended and Restated 2005 Long-Term Incentive Plan (filedwith the Commission as Exhibit 10.5 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by referencethereto).*10.4 Retirement and Consulting Agreement, dated April 13, 2014, between the Company and George L. Chapman (filed with the Commission as Exhibit10.1 to the Company’s Form 10-Q filed May 8, 2014 (File No. 001-08923), and incorporated herein by reference thereto).*10.5(a) Amended and Restated Employment Agreement, dated December 28, 2014, between the Company and Thomas J. DeRosa.*10.5(b) Performance-Based Restricted Stock Unit Grant Agreement, dated effective as of July 30, 2014, between the Company and Thomas J. DeRosa (filedwith the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed November 4, 2014 (File No. 001-08923), and incorporated herein byreference thereto).*128 10.6 Second Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Scott A. Estes (filed with theCommission as Exhibit 10.4 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.7(a) Executive Retirement Agreement, effective July 1, 2015, between the Company and Charles J. Herman, Jr. (filed with the Commission as Exhibit10.1 to the Company’s Form 10-Q filed August 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*10.7(b) Consulting Agreement, effective July 1, 2015, between the Company and Charles J. Herman, Jr. (filed with the Commission as Exhibit 10.2 to theCompany’s Form 10-Q filed August 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*10.8 Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Jeffrey H. Miller (filed with the Commissionas Exhibit 10.8 to the Company’s Form 10-K filed March 2, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.9 Employment Agreement, dated March 11, 2013, by and between the Company and Scott M. Brinker (filed with the Commission as Exhibit 10.3 tothe Company’s Form 10-Q filed May 7, 2013 (File No. 001-08923), and incorporated herein by reference thereto).*10.10 Third Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Erin C. Ibele (filed with theCommission as Exhibit 10.11 to the Company’s Form 10-K filed March 2, 2009 (File No. 001-08923), and incorporated herein by referencethereto).*10.11 Amended and Restated Health Care REIT, Inc. Supplemental Executive Retirement Plan, dated December 29, 2008 (filed with the Commission asExhibit 10.12 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*10.12 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with theCommission as Exhibit 10.1 to the Company’s Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by referencethereto).*10.13 Summary of Director Compensation (filed with the Commission as Exhibit 10.13 to the Company’s Form 10-K filed February 20, 2015 (File No.001-08923), and incorporated herein by reference thereto).*10.14 Health Care REIT, Inc. 2013-2015 Long-Term Incentive Program, as Amended and Restated (filed with the Commission as Exhibit 10.3 to theCompany’s Form 10-Q filed May 8, 2014 (File No. 001-08923), and incorporated herein by reference thereto).*10.15(a) Health Care REIT, Inc. 2015-2017 Long-Term Incentive Program (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filedAugust 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*10.15(b) Form of Performance Restricted Stock Unit Award Agreement under the 2015-2017 Long-Term Incentive Program (filed with the Commission asExhibit 10.4 to the Company’s Form 10-Q filed August 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred StockDividends (Unaudited).21 Subsidiaries of the Company.23 Consent of Ernst & Young LLP, independent registered public accounting firm.24 Powers of Attorney.129 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.32.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.32.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.101.INS XBRL Instance Document**101.SCH XBRL Taxonomy Extension Schema Document**101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**101.LAB XBRL Taxonomy Extension Label Linkbase Document**101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**101.DEF XBRL Taxonomy Extension Definition Linkbase Document** * Management Contract or Compensatory Plan or Arrangement.** Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the ConsolidatedBalance Sheets at December 31, 2015 and 2014, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013, (iii) theConsolidated Statements of Equity for the years ended December 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the years ended December 31,2015, 2014 and 2013, (v) the Notes to Consolidated Financial Statements, (vi) Schedule III – Real Estate and Accumulated Depreciation and (vii) Schedule IV – MortgageLoans on Real Estate. 130 EXHIBIT 4.5(a) HCN CANADIAN HOLDINGS-1 LPas IssuerandWELLTOWER INC.as GuarantorandBNY TRUST COMPANY OF CANADAas TrusteeINDENTUREDATED AS OF NOVEMBER 25, 2015SENIOR DEBT SECURITIES 1 TABLE OF CONTENTSPageARTICLE 1 DEFINITIONS AND OTHER GENERAL PROVISIONS............................... 11.01 Definitions............................................................................................................... 11.02 Compliance Certificates and Opinions.................................................................... 61.03 Form of Documents Delivered to Trustee............................................................... 61.04 Interest Act (Canada).............................................................................................. 71.05 Acts of Holders; Record Dates............................................................................... 71.06 Notices, Etc., to Trustee and Issuer......................................................................... 81.07 Notice to Holders; Waiver....................................................................................... 81.08 Effect of Headings and Table of Contents............................................................. 81.09 Successors and Assigns........................................................................................... 81.10 Severability Clause.................................................................................................. 81.11 Benefits of Indenture.............................................................................................. 81.12 Governing Law........................................................................................................ 81.13 Legal Holidays......................................................................................................... 91.14 No Personal Liability of the Issuer or the General Partner...................................... 91.15 No Personal Liability of the Guarantor................................................................... 91.16 Waiver of Jury Trial................................................................................................. 91.17 Force Majeure.......................................................................................................... 91.18 Electronic Execution.............................................................................................. 10ARTICLE 2 SECURITY FORMS............................................................................................ 102.01 Forms Generally..................................................................................................... 102.02 Form of Face of Security....................................................................................... 102.03 Form of Reverse of Security.................................................................................. 112.04 Form of Legend for Global Securities................................................................... 152.05 Form of Trustee’s Certificate of Authentication................................................... 15ARTICLE 3 THE SECURITIES.............................................................................................. 163.01 Amount Unlimited; Issuable in Series................................................................... 163.02 Denominations....................................................................................................... 183.03 Execution, Authentication, Delivery and Dating.................................................. 183.04 Temporary Securities............................................................................................. 193.05 Securities Registrar and Paying Agent.................................................................. 193.06 Paying Agent to Hold Money in Trust.................................................................. 193.07 Transfer and Exchange.......................................................................................... 203.08 Mutilated, Destroyed, Lost and Stolen Securities................................................. 223.09 Payment of Interest; Interest Rights Preserved..................................................... 223.10 Persons Deemed Owners....................................................................................... 233.11 Cancellation........................................................................................................... 233.12 CUSIP Numbers.................................................................................................... 23ARTICLE 4 MEETINGS OF HOLDERS............................................................................... 244.01 Right to Convene Meeting.................................................................................... 244.02 Notice of Meetings................................................................................................ 244.03 Chairman................................................................................................................ 244.04 Quorum.................................................................................................................. 244.05 Power to Adjourn.................................................................................................. 244.06 Show of Hands...................................................................................................... 241 4.07 Poll......................................................................................................................... 254.08 Voting.................................................................................................................... 254.09 Regulations............................................................................................................ 254.10 Issuer, Guarantor and Trustee May Be Represented............................................. 254.11 Powers Exercisable by Extraordinary Resolution.................................................. 254.12 Meaning of “Extraordinary Resolution”................................................................ 264.13 Powers Cumulative................................................................................................ 264.14 Minutes.................................................................................................................. 264.15 Instruments in Writing........................................................................................... 264.16 Binding Effect of Resolutions............................................................................... 264.17 Serial Meetings...................................................................................................... 26ARTICLE 5 GUARANTEES.................................................................................................... 275.01 Applicability of Article; Guarantee....................................................................... 275.02 Limitation on Guarantor Liability.......................................................................... 295.03 Execution and Delivery of Guarantee................................................................... 29ARTICLE 6 SATISFACTION AND DISCHARGE.............................................................. 306.01 Satisfaction and Discharge of Indenture............................................................... 306.02 Application of Trust Money.................................................................................. 30ARTICLE 7 REMEDIES........................................................................................................... 307.01 Events of Default.................................................................................................. 307.02 Acceleration of Maturity; Rescission and Annulment........................................... 317.03 Collection of Indebtedness and Suits for Enforcement by Trustee...................... 327.04 Trustee May File Proofs of Claim.......................................................................... 327.05 Trustee May Enforce Claims Without Possession of Securities............................ 337.06 Application of Money Collected........................................................................... 337.07 Limitation on Suits................................................................................................ 337.08 Unconditional Right of Holders to Receive Principal, Premium and Interest...... 337.09 Restoration of Rights and Remedies..................................................................... 347.10 Rights and Remedies Cumulative......................................................................... 347.11 Delay or Omission Not Waiver.............................................................................. 347.12 Control by Holders................................................................................................ 347.13 Waiver of Past Defaults......................................................................................... 347.14 Undertaking for Costs........................................................................................... 34ARTICLE 8 THE TRUSTEE.................................................................................................... 358.01 Certain Duties and Responsibilities....................................................................... 358.02 Notice of Defaults................................................................................................. 358.03 Certain Rights of Trustee....................................................................................... 358.04 Not Responsible for Recitals or Issuance of Securities......................................... 378.05 May Hold Securities.............................................................................................. 378.06 Money Held in Trust.............................................................................................. 378.07 Compensation, Reimbursement and Indemnification........................................... 378.08 Conflicting Interests.............................................................................................. 378.09 Corporate Trustee Required; Eligibility................................................................. 388.10 Resignation and Removal; Appointment of Successor......................................... 388.11 Acceptance of Appointment by Successor............................................................ 398.12 Merger, Conversion, Consolidation or Succession to Business............................. 398.13 Anti-Money Laundering and Anti-Terrorist Legislation....................................... 392 8.14 Privacy Laws......................................................................................................... 408.15 Preferential Collection of Claims Against Issuer................................................... 408.16 Appointment of Authenticating Agent................................................................. 40ARTICLE 9 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER............ 419.01 Issuer to Furnish Trustee Names and Addresses of Holders................................. 419.02 Preservation of Information; Communications to Holders.................................... 419.03 Reports by Guarantor............................................................................................ 41ARTICLE 10 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 4210.01 Issuer May Consolidate, Etc., Only on Certain Terms.......................................... 4210.02 Guarantor May Consolidate, Etc., Only on Certain Terms................................... 4210.03 Successor of the Issuer Substituted....................................................................... 4210.04 Successor of the Guarantor Substituted................................................................ 43ARTICLE 11 SUPPLEMENTAL INDENTURES................................................................. 4311.01 Supplemental Indentures Without Consent of Holders........................................ 4311.02 Supplemental Indentures With Consent of Holders.............................................. 4311.03 Execution of Supplemental Indentures................................................................. 4411.04 Effect of Supplemental Indentures....................................................................... 4411.05 Reference in Securities to Supplemental Indentures............................................. 44ARTICLE 12 COVENANTS..................................................................................................... 4512.01 Payment of Principal, Premium and Interest......................................................... 4512.02 Maintenance of Office or Agency......................................................................... 4512.03 Money for Securities Payments to Be Held in Trust............................................. 4512.04 Statement by Officers as to Default...................................................................... 4612.05 Existence................................................................................................................ 4612.06 Waiver of Certain Covenants................................................................................ 46ARTICLE 13 REDEMPTION OF SECURITIES.................................................................. 4613.01 Applicability of Article.......................................................................................... 4613.02 Notices to Trustee.................................................................................................. 4613.03 Selection of Securities to be Redeemed................................................................ 4713.04 Notice of Redemption........................................................................................... 4713.05 Effect of Notice of Redemption........................................................................... 4813.06 Deposit of Redemption or Purchase Price............................................................. 4813.07 Securities Redeemed or Purchased in Part............................................................ 4813.08 Conversion Arrangement on Call for Redemption................................................ 48ARTICLE 14 SINKING FUNDS.............................................................................................. 4914.01 Applicability of Article.......................................................................................... 4914.02 Satisfaction of Sinking Fund Payments with Securities........................................ 4914.03 Redemption of Securities for Sinking Fund.......................................................... 49ARTICLE 15 DEFEASANCE AND COVENANT DEFEASANCE................................... 4915.01 Option to Effect Defeasance or Covenant Defeasance......................................... 4915.02 Defeasance and Discharge..................................................................................... 4915.03 Covenant Defeasance............................................................................................ 5015.04 Conditions to Defeasance or Covenant Defeasance............................................. 503 15.05 Deposited Money and Canadian Government Obligations to Be Held in Trust; MiscellaneousProvisions............................................................................................................... 5115.06 Reinstatement........................................................................................................ 52 4 INDENTUREThis Indenture, dated as of November 25, 2015, among HCN Canadian Holdings-1 LP, an Ontario limited partnership (the “Issuer”), having itsprincipal offices at 45 O’Connor Street, Suite 1600, Ottawa, Ontario, Canada, K1P 1A4 with a mailing address of 4500 Dorr Street, Toledo, Ohio, UnitedStates, 43615, Welltower Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor” and together with theIssuer, the “Obligors”), having its principal offices at One SeaGate, Suite 1500, Toledo, Ohio 43604, and BNY Trust Company of Canada, a trust companyexisting under the laws of Canada, as trustee (the “Trustee”), having its principal offices at 320 Bay Street, 11th Floor, Toronto, Ontario, M5H 4A6.RECITALS:The Issuer and the Guarantor have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of theIssuer’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in this Indenture.The Guarantor indirectly owns all of the issued partnership interests in the capital of the Issuer and has agreed to enter into this Indenture and toprovide its Guarantee of the Issuer’s obligation under the Securities; andThe Issuer and the Guarantor have taken all actions necessary to make this Indenture a valid and legally binding agreement of the Issuer and theGuarantor, in accordance with its terms.NOW, THEREFORE, THIS INDENTURE WITNESSETH:For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant, declare and agree for theequal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:ARTICLE 1DEFINITIONS AND OTHER GENERAL PROVISIONS1.01 Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accountingprinciples, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to anycomputation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States ofAmerica at the Issue Date;c) unless otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a consolidatedbasis in accordance with generally accepted accounting principles;d) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of thisIndenture;e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particularArticle, Section or other subdivision; andf) all dollar references shall, unless otherwise noted, refer to the lawful currency of Canada.“Act,” when used with respect to any Holder, has the meaning specified in Section 1.05 of this Indenture.“Additional Amounts” means all amounts required to be paid pursuant to Section 5.01(f).“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect commoncontrol with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct themanagement and policies of such Person, directly or indirectly, whether through the 1 ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules andprocedures of the Depositary and CDS (if it is not at that time the Depositary) that apply to such transfer or exchange.“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 8.16 of this Indenture to act on behalf of the Trustee toauthenticate Securities of one or more series.“Authentication Order” means a written order of the Issuer signed by two officers of the General Partner in its capacity as general partner of theIssuer.“Bankruptcy Law” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), Title 11 of theUnited States Code, or any similar federal, provincial or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization orrelief of debtors or any amendment to, succession to or change in any such law.“Board” means either the board of directors of the General Partner of the Issuer or any duly authorized committee of that board.“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the General Partner in its capacity as generalpartner of the Issuer to have been duly adopted by the Board and to be in full force and effect on the date of such certification, and delivered to the Trustee.“Business Day,” means any day other than a Saturday or Sunday or a day on which banking institutions in the City of Toronto are required orauthorized by law to close.“CDS” means CDS Clearing and Depositary Services Inc. together with its successors from time to time.“Canadian Government Obligations” means securities that are (i) direct obligations of the Government of Canada, or obligations of a Person thetimely payment of which is unconditionally guaranteed by, the Government of Canada or (ii) obligations of a Person controlled or supervised by and actingas an agency or instrumentality of the Government of Canada the payment of which is unconditionally guaranteed by the Government of Canada, which, ineither case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and also includes a depositary receipt issued by a bank ortrust company as custodian with respect to any such Canadian Government Obligation or a specific payment of interest on or principal of any such CanadianGovernment Obligation held by such custodian for the account of the holder of a depositary receipt; provided that (except as required by law) such custodianis not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian inrespect of the Canadian Government Obligation or the specific payment of interest on or principal of the Canadian Government Obligation evidenced bysuch depositary receipt. “Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any timeafter the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Indenture Legislation, then thebody performing such duties at such time.“Corporate Trust Office” means the principal office of the Trustee at which, at any particular time its corporate trust business shall be administered,which is located at 320 Bay Street, 11th Floor, Toronto, Ontario, M5H 4A6, or such other address as the Trustee may designate from time to time by notice tothe Holders and the Issuer, or the principal corporate trust office of any successor Trustee.“Covenant Defeasance” has the meaning specified in Section 15.03 of this Indenture.“Deemed Year” has the meaning specified in Section 1.04 of this Indenture.“Default” means any event that is, or after the giving of notice or the passage of time or both would be, an Event of Default.“Defaulted Interest” has the meaning specified in Section 3.09 of this Indenture.“Defeasance” has the meaning specified in Section 15.02 of this Indenture.2 “Definitive Security” means a certificated Security registered in the name of the Holder thereof and issued in accordance with Section 3.07,substantially in the form established in one or more indentures supplemental hereto or pursuant to Board Resolutions in accordance with Section 3.01 exceptthat such Security shall not bear the Global Security Legend and shall not have any related schedule of exchanges of interests in the global security attachedthereto.“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearingagency that is designated to act as Depositary for such Securities and any and all successors thereto appointed as depositary hereunder and having becomesuch pursuant to the applicable provision of this Indenture.“EDGAR” has the meaning specified in Section 9.03 of this Indenture.“Electronic Methods” means delivery of any notice or form of communication by facsimile, pdf or e-mail, or by other similar electronic means in aform satisfactory to the Trustee, the Issuer, or the Guarantor, as the case may be.“Event of Default” has the meaning specified in Section 7.01 of this Indenture.“Exchange Act” means the United States Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time totime.“Expiration Date” has the meaning specified in Section 1.05 of this Indenture.“General Partner” means collectively, any Persons serving from time to time as general partner of the Issuer in accordance with the PartnershipAgreement, which as of the date hereof is HCN Canadian Holdings GP-1 Ltd.“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.04 (or suchlegend as may be specified as contemplated by Section 3.01 for such Securities).“Guarantee” means any guarantee of the Guarantor of the obligations of the Issuer under any Securities.“Guarantor” means Welltower Inc., a Delaware corporation, and any and all permitted successors thereto.“Holder” means a Person in whose name a Security is registered in the Security Register.“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indenturessupplemental hereto entered into pursuant to the applicable provisions hereof. The term “Indenture” shall also include the terms of particular series ofSecurities established as contemplated by Section 3.01.“Indenture Legislation” means, with respect to a Series, at any time, any applicable statute of Canada or any province thereof, in each case, relatingto trust indentures for debt obligations and the rights, duties and obligations of trustees and of corporations issuing or guaranteeing debt obligations undertrust indentures, in each case only to the extent that such provisions are at such time in force and applicable to this Indenture, the Issuer, any Guarantor or theTrustee.“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at maturity may be more or less than theprincipal face amount thereof at original issuance.“Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time totime.“Issue Date” means the date of initial issuance of the Securities pursuant to this Indenture.“Issuer” means the Person named as the “Issuer” in the first paragraph of this instrument until a successor Person shall have become such pursuant tothe applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.3 “Issuer Request” or “Issuer Order” means a written request or order signed in the name of the Issuer by an officer of the General Partner anddelivered to the Trustee.“Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomesdue and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.“Notice of Default” means a written notice of the kind specified in Section 7.01 (d) or 7.01 (e).“Obligors” means, collectively, the Issuer and the Guarantor and “Obligor” means either of them.“Officers’ Certificate” means a certificate signed by (i) the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, theChief Operating Officer, the President or a Vice President, and (ii) the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Controller, theSecretary or an Assistant Secretary, of the General Partner, in its capacity as general partner of the Issuer, or of the Guarantor, as applicable, and delivered tothe Trustee.“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer or the Guarantor.“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payableupon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02.“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and deliveredunder this Indenture, except: i. Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; ii. Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee orany Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its ownPaying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemptionhas been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; iii. Securities, except to the extent provided in Sections 15.02 and 15.03, with respect to which the Issuer has effected defeasanceand/or covenant defeasance as provided in Article 15; iv. Securities which have been paid pursuant to Section 12.01 or 6.01 or in exchange for or in lieu of which other Securities havebeen authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall havebeen presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands suchSecurities are valid obligations of the Issuer; v. lost, stolen or destroyed Securities, when new Securities have been duly and validly issued in substitution for them pursuant toSection 3.08; and vi. Securities converted into other securities of the Issuer in accordance with or as contemplated by this Indenture, if the terms of suchSecurities provide for convertibility as contemplated by Section 13.08;provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken anyrequest, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original IssueDiscount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such dateupon acceleration of the Maturity thereof to such date pursuant to Section 7.02, (B) if, as of such date, the principal amount payable at the Stated Maturity ofa Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determinedas contemplated by Section 3.01, (C) the principal amount of any Indexed Security that may be counted in making such determination or calculation and thatshall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwiseprovided with respect to such Security as contemplated by Section 2.02, (D) the principal amount of a Security denominated in one or more foreigncurrencies or currency units which shall be deemed to be Outstanding shall be the Canadian dollar equivalent, determined as of such date in the mannerprovided as contemplated by Section 3.01, of the principal amount of such Security (or, in the case of a Security described in clause (A), (B), or (C) above, ofthe amount determined as provided in such clause), and (E) Securities owned by the Issuer or any other obligor upon the Securities or any Affiliate of theIssuer or of such 4 other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon anysuch request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee actuallyknows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgeeestablishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any otherobligor upon the Securities or any Affiliate of the Issuer or of such other obligor.“Participant” means, with respect to the Depositary, CDS (if it is not at that time the Depositary), DTC, Euroclear or Clearstream, a Person who hasan account with or is considered a participant of the Depositary, CDS (if it is not at that time the Depositary), DTC, Euroclear or Clearstream, respectively.“Partnership Agreement” means the Limited Partnership Agreement of the Issuer dated December 20, 2012, as amended, modified or supplementedfrom time to time.“Paying Agent” means any Person authorized by the Issuer to pay the principal of or any premium or interest on any Securities on behalf of theIssuer as specified in Section 3.05.“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust,unincorporated organization or government or any agency or political subdivision thereof.“Place of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium andinterest on the Securities of that series are payable as specified as contemplated by Section 3.01.“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced bysuch particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.08 in exchange for or in lieu of amutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.“Privacy Laws” has the meaning specified in Section 8.14 of this Indenture.“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to thisIndenture.“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to thisIndenture.“Registrar” has the meanings specified in Section 3.05 of this Indenture.“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for thatpurpose as contemplated by Section 3.01.“Responsible Officer” means, when used with respect to the Trustee, any officer within the Corporate Trust Department of the Trustee, including anyvice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar tothose performed by any of the above designated officers or to whom any corporate trust matter is referred because of his or her knowledge of and familiaritywith the particular subject and who shall have direct responsibility for the administration of this Indenture.“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and deliveredunder this Indenture.“Security Register” means the register maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Issuer in aPlace of Payment.“Significant Subsidiary” means any subsidiary which is a “significant subsidiary” (as defined in Article I, Rule 1-02 of Regulation S-X,promulgated under the Securities Act) of the Issuer.“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.11.5 “Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified insuch Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Guarantor or byone or more other Subsidiaries, or by the Guarantor and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock whichordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason ofany contingency.“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become suchpursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if atany time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities ofthat series.1.02 Compliance Certificates and Opinions.Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to theTrustee an Officers’ Certificate and an Opinion of Counsel. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be givenby an officer of the General Partner in its capacity as general partner of the Issuer, or an Opinion of Counsel, if to be given by counsel, and shall comply withany other requirements set forth in this Indenture.Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates providedfor in Section 12.04) shall include:1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relatingthereto;2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in suchcertificate or opinion are based;3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable himor her to express an informed opinion as to whether or not such covenant or condition has been complied with; and4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.1.03 Form of Documents Delivered to Trustee.In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all suchmatters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Personmay certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give anopinion as to such matters in one or several documents.Any certificate or opinion of an officer of the General Partner in its capacity as general partner of the Issuer may be based, insofar as it relates to legalmatters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that thecertificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate oropinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of theGeneral Partner in its capacity as general partner of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer,unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters areerroneous.Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or otherinstruments under this Indenture, they may, but need not, be consolidated and form one instrument.6 1.04 Interest Act (Canada).For any interim period (other than a full semi-annual period), the rate of interest applicable to the Securities will be computed on the basis of a 365-day year. Whenever interest is computed on the basis of a year (the “Deemed Year”) which contains fewer days than the actual number of days in thecalendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate ofinterest by the actual number of days in the calendar year of calculation and dividing such product by the number of days in the Deemed Year. The Issuer willprovide the interest calculation to the Trustee for any period for any Securities and the Trustee shall be entitled to rely on the calculations of the Issuer.1.05 Acts of Holders; Record Dates.Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made ortaken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agentduly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments aredelivered to the Trustee and, where it is hereby expressly required, to the Obligors. Such instrument or instruments (and the action embodied therein andevidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any suchinstrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section Article 8) conclusive in favorof the Trustee and the Obligors, if made in the manner provided in this Section.The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution orby a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrumentor writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individualcapacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument orwriting, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.The ownership of Securities shall be proved by the Security Register.Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder ofthe same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect ofanything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon suchSecurity.The Issuer may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, makeor take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made ortaken by Holders of Securities of such series, provided that the Issuer may not set a record date for, and the provisions of this paragraph shall not apply withrespect to, the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 7.02, (iii) any request to instituteproceedings referred to in Section 7.07(b) or (iv) any direction referred to in Section 7.12. If any record date is set pursuant to this paragraph, the Holders ofOutstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not suchHolders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable ExpirationDate by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed toprevent the Issuer from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon therecord date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall beconstrued to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date suchaction is taken. Promptly after any record date is set pursuant to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, theproposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series inthe manner set forth in Section 1.07.With respect to any record date set pursuant to this Section, the Issuer may designate any day as the “Expiration Date” and from time to time maychange the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date isgiven to the Trustee in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.07, on or prior to the existingExpiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the Issuer shall be deemed to haveinitially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date asprovided in this paragraph.7 Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so withregard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to suchappointment with regard to all or any part of such principal amount.1.06 Notices, Etc., to Trustee and Issuer.Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indentureto be made upon, given or furnished to, or filed with:1) the Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to orwith the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or2) the Issuer by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if inwriting and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of thisinstrument or at any other address previously furnished in writing to the Trustee by the Issuer.1.07 Notice to Holders; Waiver.Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided)if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register, not laterthan the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is givenby mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice withrespect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive suchnotice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, butsuch filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, thensuch notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.1.08 Effect of Headings and Table of Contents.The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.1.09 Successors and Assigns.All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.1.10 Severability Clause.In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of theremaining provisions shall not in any way be affected or impaired thereby.1.11 Benefits of Indenture.Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successorshereunder, the holders of Senior Debt, the Holders, any officers, directors, employees and agents of the Trustee, any benefit or any legal or equitable right,remedy or claim under this Indenture.1.12 Governing Law.This Indenture and the Securities shall be governed by and construed in accordance with the law of the Province of Ontario, except for Article 5hereof and the Guarantees. The laws of the State of New York shall govern and be used to construe Article 5 hereof and the Guarantees. In respect of thisIndenture and the Securities, except for Article 5 hereof and the Guarantees, each party 8 submits to the exclusive jurisdiction of any Ontario courts sitting in Toronto in any action, application, reference or other proceeding arising out of or relatedto this Indenture, as supplemented.1.13 Legal Holidays.In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place ofPayment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states thatsuch provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on suchdate, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Dateor Redemption Date, or at the Stated Maturity.1.14 No Personal Liability of the Issuer or the General Partner.Other than in respect of such persons providing a Guarantee, no recourse under or upon any obligation, covenant or agreement of this Indenture orany indenture supplemental hereto or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any partner (otherthan the General Partner), incorporator, stockholder, officer or director, as such, past, present or future, of the Issuer, or of any successor Person, either directlyor through the Issuer or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penaltyor otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely limited partnership or corporate obligations,and that no such personal liability whatever shall attach to, or is or shall be incurred by the partners (other than the General Partner) incorporators,stockholders, officers or directors, as such, of the Issuer, or the General Partner, or of any successor Person, or any of them, because of the creation of theindebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities orimplied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of,and any and all such rights and claims against, every such partners (other than the General Partner), incorporator, stockholder, officer or director, as such,because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indentureor in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of thisIndenture and the issue of such Securities.1.15 No Personal Liability of the GuarantorNo recourse under or upon any obligation, covenant or agreement of this Indenture or any indenture supplemental hereto or of any Security, or forany claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future,of the Guarantor, or of any successor Person, either directly or through the Guarantor or any successor Person, whether by virtue of any constitution, statute orrule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issuedhereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by the incorporators,stockholders, officers or directors, as such, of the Guarantor or of any successor Person, or any of them, because of the creation of the indebtedness herebyauthorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; andthat any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all suchrights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, orunder or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are herebyexpressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.1.16 Waiver of Jury Trial.EACH OF THE OBLIGORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THISINDENTURE, THE NOTES, ANY GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY.1.17 Force Majeure.In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or causedby, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or militarydisturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software andhardware) services; it being understood that the Trustee shall 9 use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under thecircumstances.1.18 Electronic ExecutionThis document may be executed in counterparts and delivered by Electronic Methods, and, when taken together, each such counterpart shallconstitute one and the same agreement. ARTICLE 2 SECURITY FORMS2.01 Forms Generally.The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to aBoard Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and othervariations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends orendorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith,be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by actiontaken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer of the General Partner in itscapacity as general partner of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 3.03 for theauthentication and delivery of such Securities.The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all asdetermined by the officers executing such Securities, as evidenced by their execution of such Securities.2.02 Form of Face of Security.The form of face of Security shall be in substantially the following form:[Insert any legend required by the Income Tax Act (Canada) and the regulations thereunder.]No._____________$______________HCN Canadian Holdings-1 LP, a limited partnership duly organized and existing under the laws of Ontario (herein called the “Issuer,” which termincludes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________, or registered assigns,the principal sum of ____________ dollars on ____________ [if the Security is to bear interest prior to Maturity, insert the following -- , and to payinterest thereon from ____________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annuallyon ____________ and ____________ in each year, commencing ____________, at the rate of _____% per annum, until the principal hereof is paid ormade available for payment [If applicable, insert the following -- , provided that any principal and premium, and any such installment of interest, whichis overdue shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), from thedates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable,and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name thisSecurity (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the____________ or ____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest notso punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to thePerson in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for thepayment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 daysprior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchangeon which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in saidIndenture]. [If the Security is not to bear interest prior to Maturity, insert the following -- The principal of this Security shall not bear interest except in thecase of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and anyoverdue premium shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), fromthe dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable ondemand. Any such interest 10 on overdue principal or premium which is not paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment ofsuch interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available forpayment. Interest on any overdue interest shall be payable on demand.]Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintainedfor that purpose in ____________, in such coin or currency of Canada as at the time of payment is legal tender for payment of public and private debts;provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as suchaddress shall appear in the Security Register.Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes havethe same effect as if set forth at this place.No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Security, or because of any indebtednessevidenced hereby or thereby, shall be had against any promoter, as such, or against any past, present or future shareholder, officer or director, as such, of theGeneral Partner, in its capacity as general partner of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law,statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability beingexpressly waived and released by the acceptance of this Security by the Holder thereof and as part of the consideration for the issue of the Securities of thisseries.Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Securityshall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal.Dated: l HCN Canadian Holdings-1 LP, by its general partner HCN Canadian HoldingsGP-1 Ltd.Per: Name: Title: [Attest:____________________ Title:______________________]2.03 Form of Reverse of Security.The form of reverse of Security shall be in substantially the following form:This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more seriesunder an Indenture, dated as of _________, 20__ (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument),among the Issuer, the Guarantor and BNY Trust Company of Canada, as Trustee (herein called the “Trustee,” which term includes any successor trustee underthe Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder ofthe Issuer, the Guarantor, the Trustee, the holders of Senior Debt and the Holders of the Securities and of the terms upon which the Securities are, and are tobe, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert the following -- , limited in aggregateprincipal amount to $__________]. [If applicable, insert the following -- The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [ifapplicable, insert the following -- (1) on __________ in any year commencing with the year _____ and ending with the year _____ through operation ofthe sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert the following -- onor after __________], as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principalamount): If redeemed [if 11 applicable, insert the following -- on or before ___________, _____%, and if redeemed] during the 12-month period beginning ___________ of theyears indicated,YearRedemption PriceYearRedemption Price and thereafter at a Redemption Price equal to ____% of the principal amount, together in the case of any such redemption [if applicable, insert thefollowing -- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whoseStated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, ofrecord at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.][If applicable, insert the following -- The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on__________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at theRedemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below,and (2) at any time [if applicable, insert the following -- on or after __________], as a whole or in part, at the election of the Issuer, at the RedemptionPrices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the tablebelow: If redeemed during the 12-month period beginning ___________ of the years indicated,YearRedemption Price for Redemption ThroughOperation of theSinking FundRedemption Price for Redemption Otherwisethan Through Operation of theSinking Fund and thereafter at a Redemption Price equal to l% of the principal amount, together in the case of any such redemption (whether through operation ofthe sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to suchRedemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on therelevant Record Dates referred to on the face hereof, all as provided in the Indenture.][If applicable, insert the following -- Notwithstanding the foregoing, the Issuer may not, prior to ___________, redeem any Securities of thisseries as contemplated by [if applicable, insert the following -- clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refundingoperation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Issuer (calculated in accordance with generallyaccepted financial practice) of less than _____% per annum.][If applicable, insert the following -- The sinking fund for this series provides for the redemption on ___________ in each year beginning withthe year _____ and ending with the year _____ of [if applicable, insert the following -- not less than $________ (“mandatory sinking fund”) and notmore than] $________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Issuer otherwisethan through [if applicable, insert the following -- mandatory] sinking fund payments may be credited against subsequent [if applicable, insert thefollowing -- mandatory] sinking fund payments otherwise required to be made [if applicable, insert the following -- , in the inverse order in which theybecome due].][If the Security is subject to redemption of any kind, insert the following -- In the event of redemption of this Security in part only, a newSecurity or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon thecancellation hereof.]12 [If applicable, insert the following -- The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security][or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth inthe Indenture.][If the Security is not an Original Issue Discount Security, insert the following -- If an Event of Default with respect to Securities of this seriesshall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect providedin the Indenture.][If the Security is an Original Issue Discount Security, insert the following -- If an Event of Default with respect to Securities of this series shalloccur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effectprovided in the Indenture. Such amount shall be equal to -- insert formula for determining the amount. Upon payment (i) of the amount of principal sodeclared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interestshall be legally enforceable), all of the Issuer’s obligations in respect of the payment of the principal of and premium and interest, if any, on theSecurities of this series shall terminate.]The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of theObligors and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Obligors and the Trustee with theconsent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenturealso contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, onbehalf of the Holders of all Securities of such series, to waive compliance by the Obligors with certain provisions of the Indenture and certain past defaultsunder the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder andupon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether ornot notation of such consent or waiver is made upon this Security.As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding withrespect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given theTrustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amountof the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event ofDefault as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount ofSecurities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 daysafter receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for theenforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which isabsolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,herein prescribed.As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and intereston this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar dulyexecuted by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, ofauthorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.[If applicable, insert the following – The Securities of this series are issuable only in registered form without coupons in denominations of $l and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series areexchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested bythe Holder surrendering the same.]No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover anytax or other governmental charge payable in connection therewith.Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat thePerson in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, theTrustee nor any such agent shall be affected by notice to the contrary.13 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.14 REGISTRATION PANEL_______________________________________________________________________(No writing hereon except by the Trustee) _______________________________________________________________________Date of Registry In Whose Name Registered Signature of Trustee NOTATION OF PARTIAL REDEMPTIONS_______________________________________________________________________(No writing hereon except by the Trustee) _______________________________________________________________________Date \ Amount Redeemed \ Balance of Principal Amount Unpaid \ Signature of Trustee2.04 Form of Legend for Global Securities.Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and deliveredhereunder shall bear a legend in substantially the following form:This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or anominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in partmay be registered, in the name of any Person other than such Depositary or a nominee thereof, except in the limited circumstances described in theIndenture. Every Security authenticated and delivered upon registration of, transfer of, in exchange for, or in lieu of, this Security shall be a GlobalSecurity subject to the foregoing, except in the limited circumstances described in the Indenture.Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) for registration of transfer,exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested byan authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representativeof CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL sincethe registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rightsfor another person to hold, transfer or deal with this certificate.2.05 Form of Trustee’s Certificate of Authentication.The Trustee’s certificates of authentication shall be in substantially the following form:This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.15 BNY TRUST COMPANY OF CANADA,As TrusteePer: Name: Authorized Signatory Title: Dated: ARTICLE 3 THE SECURITIES3.01 Amount Unlimited; Issuable in Series.The aggregate principal amount of Securities which may be issued, authenticated and delivered under this Indenture is unlimited.The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, setforth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance ofSecurities of any series:a) the title of the Securities of the series, including “CUSIP” numbers (which shall distinguish the Securities of the series from Securities ofany other series);b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of theseries pursuant to Section 3.04, 3.07, 3.08, or 13.04 and except for any Securities which, pursuant to Section 3.03, are deemed never to havebeen authenticated and delivered hereunder);c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one ormore Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;d) the date or dates on which the principal of any Securities of the series is payable;e) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, theInterest Payment Dates on which any such interest shall be payable, the Regular Record Date for any such interest payable on any InterestPayment Date (which such Regular Record Date must be at least three Business Days prior to such Interest Payment Date), and the basisupon which interest shall be calculated if other than that of a 365-day year;f) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;g) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may beredeemed, in whole or in part, at the option of the Issuer and, if other than by a Board Resolution, the manner in which any election by theIssuer to redeem the Securities shall be evidenced;16 h) the obligation, if any, of the Issuer to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisionsor at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions uponwhich any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;i) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall beissuable;j) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index orpursuant to a formula, the manner in which such amounts shall be determined;k) if other than the currency of Canada, the currency, currencies or currency units in which the principal of or any premium or interest on anySecurities of the series shall be payable and the manner of determining the equivalent thereof in the currency of Canada for any purpose,including for purposes of the definition of “Outstanding” in Section 1.01;l) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuer or the Holderthereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency,currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shallbe payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (orthe manner in which such amount shall be determined);m) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payableupon declaration of acceleration of the Maturity thereof pursuant to Section 7.02;n) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more datesprior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for anypurpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than theStated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner inwhich such amount deemed to be the principal amount shall be determined);o) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 15.02 or Section 15.03or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Issuer to defease such Securitiesshall be evidenced;p) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in suchcase, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such GlobalSecurity in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or in lieu of those set forth in Section3.07 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such GlobalSecurity in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or anominee thereof;q) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee orthe requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02;r) any addition to or change in the covenants set forth in Article 12 which applies to Securities of the series;s) if applicable, that the Securities of the series are convertible into or exchangeable for other securities of the Issuer, the period or periodswithin which, the price or prices at which and the terms and conditions upon which, and the limitations and restrictions, if any, upon which,any Securities of the series shall be convertible or exchangeable, in whole or in part, into other securities of the Issuer; andt) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section11.01(f)).17 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant tothe Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred toabove or in any such indenture supplemental hereto.If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shallbe certified by an authorized officer of the General Partner in its capacity as general partner of the Issuer and delivered to the Trustee at or prior to the deliveryof the Officers’ Certificate setting forth the terms of the series.3.02 Denominations. The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified ascontemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such seriesshall be issuable in denominations of $1,000 and any integral multiple thereof.3.03 Execution, Authentication, Delivery and Dating.The Securities shall be executed by an officer of the General Partner in its capacity as general partner of the Issuer and may, but need not, havecorporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may bemanual or facsimile.Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the General Partner of the Issuer shallbind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of suchSecurities or did not hold such offices at the date of such Securities.At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by theIssuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordancewith the Issuer Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant toone or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities underthis Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to Section Article 8) shall be fully protected in relying upon, anOpinion of Counsel stating:a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has beenestablished in conformity with the provisions of this Indenture;b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms havebeen established in conformity with the provisions of this Indenture; andc) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditionsspecified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Obligors enforceable in accordance withtheir terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicabilityrelating to or affecting creditors’ rights and to general equity principles.If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securitiespursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which isnot reasonably acceptable to the Trustee.Each Security shall be dated the date of its authentication.No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security acertificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Securityshall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to theTrustee for cancellation as provided in Section 3.11, for all purposes of this Indenture such Security shall be deemed never to have been authenticated anddelivered hereunder and shall never be entitled to the benefits of this Indenture.18 3.04 Temporary Securities.Pending the preparation of definitive Securities of any series, the Issuer may execute, and upon Issuer Order the Trustee shall authenticate anddeliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and othervariations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.If temporary Securities of any series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay.After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of suchseries upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to theHolder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Issuer shall execute and the Trustee shall authenticate anddeliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principalamount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitiveSecurities of such series and tenor.3.05 Securities Registrar and Paying Agent.The Issuer will maintain in each Place of Payment for Securities of any series an office or agency where such Securities may be presented forregistration of transfer, exchange, conversion, redemption or as may be otherwise contemplated by this Indenture (the “Registrar”) and an office or agencywhere such Securities may be presented for payment (the “Paying Agent”). The Registrar will keep a register of the Securities of that series and of theirtransfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to anyHolder. The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint ormaintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.Where the Trustee is the Registrar and another Registrar is appointed by the Issuer, the Trustee shall provide a list of Holders certified as of the date the list isprovided to the new Registrar. Where the Trustee is not the Registrar, if and when the Trustee is required to take any action on behalf of or instruction from aHolder, the Trustee shall be entitled to rely upon the most recent certified list of Holders provided by the Registrar.Upon the Paying Agent’s reasonable request therefor, the Issuer will (a) provide the Paying Agent with any information in its possession or (b) assistthe Paying Agent (to the extent necessary and it is commercially reasonable for the Issuer to do so) to obtain information, in each case to the extent suchinformation is required by the Paying Agent to comply with its tax reporting and withholding obligations under applicable law with respect to payments tobe made to Holders pursuant to this Indenture, unless the Issuer is prohibited from doing so by law or an obligation of confidentiality by which the Issuer isbound.The Issuer initially appoints CDS to act as Depositary with respect to the Global Securities.The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the Global Securities.If the Trustee is not the Paying Agent, then the Paying Agent shall confirm payment of any principal or interest to the Trustee in writing on the dateof such payment.If the Trustee is not the Registrar, the Trustee shall receive written and electronic confirmation from the Registrar of any conversions, transfers,exchanges, redemptions (partial or full) as soon as practicable, but not later than 2 Business Days after the change has occurred.3.06 Paying Agent to Hold Money in Trust.The Issuer will require each Paying Agent for Securities of a series other than the Trustee to agree in writing that the Paying Agent will hold in trustfor the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or additional amounts, if any, or intereston the Securities of that series, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, theTrustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by itto the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a subsidiary of the Issuer) will have no further liability for themoney. If the Issuer or a subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders allmoney held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent for theSecurities.19 3.07 Transfer and Exchange.a) Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except by the Depositary to a nominee ofthe Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any suchnominee to a successor Depositary or a nominee of such successor Depositary. All Global Securities will be exchanged by the Issuer forDefinitive Securities if: i. the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary for suchGlobal Securities or that it is no longer eligible as a clearing agency under applicable securities laws and, in either case, asuccessor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary; or ii. the Issuer in its sole discretion determines that the Global Securities (in whole but not in part) should be exchanged for DefinitiveSecurities and deliver a written notice to such effect to the Trustee.Upon the occurrence of either of the preceding events in subparagraph i or ii above, the Trustee shall, through the Depositary, notify allholders of beneficial interests in such Global Securities and Definitive Securities shall be issued in such names as the Depositary shall instruct theTrustee, provided the Depositary has the ability to provide such notice. Global Securities also may be exchanged or replaced, in whole or in part, asprovided in Sections 3.08 and 3.04 Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portionthereof, pursuant to this Section 3.07 or Sections 3.08 or 3.04 hereof, shall be authenticated and delivered in the form of, and shall be, a GlobalSecurity. A Global Security may not be exchanged for another Security other than as provided in this Section 3.07(a), however, beneficial interestsin a Global Security may be transferred and exchanged as provided in Section 3.07(b).b) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the GlobalSecurities will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.c) Transfer or Exchange of Beneficial Interests for Definitive Securities. i. If any holder of a beneficial interest in a Global Security is entitled to exchange such beneficial interest for a Definitive Securityor to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security of the same seriesand of like tenor and principal amount of authorized form and denomination, then, upon satisfaction of the conditions set forth in3.07(c)(ii), the Trustee will cause the aggregate principal amount of the applicable Global Security to be reduced accordinglypursuant to Section 3.07(d), and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated inthe instructions a Definitive Security in the appropriate principal amount. Any Definitive Security issued in exchange for abeneficial interest pursuant to this Section 3.07(c) will be registered in such name or names and in such authorized denominationor denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through theDepositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Securities to the Persons in whosenames such Securities are so registered. ii. In connection with all transfers and exchanges of beneficial interests pursuant to Section 3.07(c), the transferor of such beneficialinterest must deliver to the Registrar either:(A) both: (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance withthe Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another GlobalSecurity in an amount equal to the beneficial interest to be transferred or exchanged; and(2) instructions given in accordance with the Applicable Procedures containing information regarding theParticipant account to be credited with such increase; or(B) both: (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance withthe Applicable Procedures directing the Depositary to cause to be 20 issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged; and(2) instructions given by the Depositary to the Registrar containing information regarding the Person inwhose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (1) above.Notwithstanding the foregoing, where the Trustee is the Registrar, the Trustee shall only accept transfer instructions fromthe Holder appearing on the Register. iii. No transfer shall be effective unless made on the Security Register by the Trustee as instructed in writing by the registered Holderor his executors or administrators or other legal representatives or his or their attorney duly appointed by an instrument in writingin form and execution satisfactory to the Trustee, upon compliance with such requirements as the Trustee may prescribe. iv. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in thisIndenture and the Securities, the Trustee shall adjust the principal amount of the relevant Global Security(s) pursuant to Section3.07(d).d) Cancellation and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have beenexchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part,each such Global Security will be returned to or retained and canceled by the Trustee in accordance with Section 3.11. At any time prior tosuch cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof inthe form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented bysuch Global Security will be reduced accordingly and an endorsement will be made on such Global Security by the Trustee to reflect suchreduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of abeneficial interest in another Global Security, such other Global Security will be increased accordingly and an endorsement will be madeon such Global Security by the Trustee to reflect such increase.e) General Provisions Relating to Transfers and Exchanges. i. To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee, or an Authenticating Agent acting onthe Trustee’s behalf, will authenticate Global Securities and Definitive Securities upon receipt of an Authentication Order or at theRegistrar's request. ii. No service charge will be made to a Holder of a Global Security or to a Holder of a Definitive Security for any registration oftransfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmentalcharge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchangeor transfer pursuant to Section 3.04, Section 13.08, and Section 11.05 hereof). The Registrar will not be required to register thetransfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Securitybeing redeemed in part. iii. All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities orDefinitive Securities will be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under thisIndenture, as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange. iv. The Issuer will not be required:(A) to issue, to register the transfer of or to exchange any Securities during a period beginning at the opening ofbusiness 15 days before the day of any selection of Securities for redemption under Section 13.04 hereof andending at the close of business on the day of selection;(B) to register the transfer of or to exchange any Security selected for redemption in whole or in part, except theunredeemed portion of any Security being redeemed in part;21 (C) to register the transfer of or to exchange a Security between a Record Date and the next succeeding InterestPayment Date; or(D) to register the transfer of any Security which has been surrendered for repayment at option of Holder, except theportion, if any, of such Security not to be so repaid. v. Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Issuer may deem and treatthe Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment ofprincipal of and interest on such Securities and for all other purposes, and none of the Trustee, any Agent or the Issuer shall beaffected by notice to the contrary. vi. The Trustee will authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 3.01 hereof. vii. All orders and instructions required to be submitted to the Registrar or the Issuer pursuant to this Section 3.07 to effect aregistration of transfer or exchange may be submitted by facsimile or other electronic means. Notwithstanding the foregoing, wherethe Trustee is the Registrar, transfers and exchanges must comply with the then current policies of the Trustee and the SecuritiesTransfer Association of Canada. The Trustee acting as Registrar shall not act upon facsimile or other electronic means of order orinstruction unless electronic instructions are provided through the Depositary system.3.08 Mutilated, Destroyed, Lost and Stolen Securities.If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange thereof anew Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.If there shall be delivered to the Issuer and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) suchsecurity or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer orthe Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and the Trustee shall authenticate and deliver, in lieu ofany such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number notcontemporaneously outstanding.In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may,instead of issuing a new Security, pay such Security.Upon the issuance of any new Security under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an originaladditional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall beentitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement orpayment of mutilated, destroyed, lost or stolen Securities.3.09 Payment of Interest; Interest Rights Preserved.Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, andis punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more PredecessorSecurities) is registered at the close of business on the Regular Record Date for such interest.By 10:00 a.m. (Toronto time) on the Interest Payment Date, the Issuer will deposit with the Trustee or with the Paying Agent money in the currencyor currencies, currency unit or units or composite currency or currencies in which the Securities are payable sufficient to pay the interest which is payable.22 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (hereincalled “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, andsuch Defaulted Interest may be paid by the Issuer at its election in each case, as provided in clause a) below:a) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or theirrespective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed tobe paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trusteean amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangementssatisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for thebenefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Datefor the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposedpayment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notifythe Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of suchDefaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth inSection 1.07, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and theSpecial Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities ofsuch series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall nolonger be payable pursuant to the following clause (b).b) The Issuer may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with therequirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by suchexchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shallbe deemed practicable by the Trustee.Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for orin lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.3.10 Persons Deemed Owners.Prior to due presentment of a Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Personin whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject toSection 3.09) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Issuer, the Trusteenor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.3.11 Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, ifsurrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by the Trustee or at the direction of the Trustee,the Registrar or Paying Agent. The Issuer may at any time deliver to the Trustee for cancellation any Securities previously authenticated and deliveredhereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)for cancellation any Securities previously authenticated hereunder which the Issuer has not issued and sold, and all Securities so delivered shall be promptlycancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except asexpressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner.3.12 CUSIP Numbers.The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in noticesof redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numberseither as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbersprinted on the Securities, and any such 23 redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the“CUSIP” numbers.ARTICLE 4 MEETINGS OF HOLDERS4.01 Right to Convene MeetingThe Trustee may at any time and from time to time and shall on receipt of a written request of the Issuer or a written request signed by the Holders ofnot less than 25% in principal amount of the Securities then outstanding (or not less than 25% in principal amount of the Securities of a particular series thenoutstanding in the case of a “serial meeting” pursuant to Section 4.17) and upon being funded and indemnified to its reasonable satisfaction by the Issuer orby the Holders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meetingof the applicable Holders. In the event of the Trustee failing within 15 days after receipt of any such request and such funding and indemnity to give noticeconvening a meeting, the Issuer or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto,Ontario or at such other place as may be approved or determined by the Trustee.4.02 Notice of MeetingsAt least 15 Business Days' notice of any meeting shall be given to the applicable Holders in the manner provided in Section 1.07 and a copy thereofshall be sent to the Trustee unless the meeting has been called by it and to the Issuer unless the meeting has been called by it. Such notice shall state the timewhen and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not benecessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 4. Such notice shall also beaccompanied by a copy of any regulations made by the Trustee under Section 4.09 in respect of such meeting.4.03 Chairman The chairman of the meeting shall be any individual, who need not be a Holder, nominated in writing by the Trustee and if no individual is sonominated, or if the person so nominated is unable or unwilling to act or is not present within 15 minutes from the time fixed for the holding of the meeting,the Holders present in person or by proxy shall choose some individual present to be chairman.4.04 Quorum At any meeting of the Holders a quorum shall consist of Holders present in person or by proxy and representing at least 50% in principal amount ofthe outstanding Securities (or at least 50% in principal amount of the outstanding Securities of a particular series in the case of a “serial meeting” pursuant toSection 4.17). If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned bythe Holders or pursuant to a request of the Holders, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week(unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day thereafter) at the same time and place and nonotice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting, the Holders present in person or by proxy shall form aquorum and may transact the business for which the meeting was originally convened notwithstanding that they may not represent 50% of the principalamount of the outstanding Securities or outstanding Securities of a particular series, as applicable.4.05 Power to AdjournThe chairman of any meeting at which a quorum of the applicable Holders is present may with the consent of the holders of a majority in principalamount of the applicable Securities represented thereat adjourn any such meeting and no notice of such adjournment need be given except such notice, ifany, as the meeting may prescribe.4.06 Show of HandsEvery question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes onextraordinary resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, adeclaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majorityshall be conclusive evidence of the fact.24 4.07 Poll On every extraordinary resolution, and on any other question submitted to a meeting when demanded by the chairman or by one or more Holdersand/or proxies for Holders holding at least 5% of the principal amount of the Securities represented thereat, a poll shall be taken in such manner, and either atonce or after an adjournment, as the chairman shall direct. Questions other than extraordinary resolutions shall, if a poll be taken, be decided by the votes ofthe holders of a majority in principal amount of the Securities represented at the meeting and voted on the poll.4.08 Voting On a show of hands, every person who is present and entitled to vote, whether as a Holder or as proxy for one or more Holders or both, shall have onevote. On a poll, each Holder present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect ofeach Cdn$1,000 of principal amount of Securities then held by such Holder. A proxy need not be a Holder. In the case of joint Holders of a Security, any oneof them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them be present in person orby proxy, they shall vote together in respect of the Securities of which they are joint holders.4.09 Regulations a) Subject to the Trustee having sent a copy of any proposed regulations to all applicable Holders with the notice of meeting given pursuantto Section 4.02, the Trustee or the Issuer (with the approval of the Trustee) may from time to time make and vary such regulations as it shallfrom time to time think fit providing for and governing: i. the voting by proxy by Holders and form of instrument appointing proxies where authorized under such regulations and themanner in which the same shall be executed, and for the production of the authority of any person signing on behalf of the giver ofsuch proxy; ii. the deposit of instruments appointing proxies at such place as the Trustee, the Issuer or the Holders convening the meeting, as thecase may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or anyadjournment thereof by which the same shall be deposited; iii. the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to beheld and enabling particulars of such instruments appointing proxies to be mailed or sent by facsimile before the meeting to theIssuer or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though theinstruments themselves were produced at the meeting; and iv. such other matters as may be specified in any Supplemental Indenture in respect of any series of Securities.b) Any regulation so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted.Save as such regulations may provide, the only persons who shall be recognized at any meeting as the holders of any Securities, or asentitled to vote or be present at the meeting in respect thereof shall be Holders to which the meeting relates and persons whom Holders haveby instrument in writing duly appointed as their proxies.4.10 Issuer, Guarantor and Trustee May Be RepresentedThe Issuer and any Guarantor, and their respective employees, representatives, officers, board members and directors, and the legal and otherprofessional advisors of the Issuer and any Guarantor, may attend any meeting of the Holders but shall have no vote thereat as such. The Trustee, and itsrespective employees, representatives, officers and directors, and the legal and other professional advisors of the Trustee, may attend any meeting of theHolders but shall have no vote thereat as such.4.11 Powers Exercisable by Extraordinary Resolutiona) In addition to the powers conferred upon them by any other provisions of this Indenture or by law, a meeting of the Holders shall have thepowers to approve by extraordinary resolution the matters contemplated by Section 11.02 (other than those matters in Section 11.02 thatrequire the specific consent of each Holder affected thereby) and any other matter in any other provision of this Indenture in respect ofwhich consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding (or the consent of the Holdersof a majority in aggregate principal amount of the Securities then outstanding of a particular series) is required.25 b) For greater certainty and notwithstanding any other provision hereof, no amendment, supplement or waiver of this Indenture, whether byextraordinary resolution or otherwise, and no Supplemental Indenture entered into pursuant to the terms hereof; which has the effect ofincreasing the financial or other liability of the Issuer or any Guarantor hereunder, including increases to the principal amount of Securitiesissued, the amount of the premium payable thereon, the rate of interest payable thereon, the calculation of the Redemption Price, or thetiming of payments of any of the foregoing, shall be binding on the Issuer or any such Guarantor unless agreed to in writing by the Issuerand the Guarantor, as applicable.4.12 Meaning of “Extraordinary Resolution”The expression “extraordinary resolution” when used in this Indenture means a resolution proposed to be passed as an extraordinary resolution at ameeting of Holders duly convened for the purpose and held in accordance with the provisions of this Article 4 at which a quorum is present and suchresolution is passed by the favourable votes of the holders of at least 50% of the principal amount of the Outstanding Securities (or Holders holding at least50% of the principal amount of the Securities of a particular series then outstanding in the case of a “serial meeting” pursuant to Section 4.17).4.13 Powers CumulativeIt is hereby declared and agreed that any one or more of the powers and/or any combination of the powers in this Indenture stated to be exercisableby Holders by extraordinary resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or anycombination of powers from time to time shall not be deemed to exhaust the rights of Holders to exercise the same or any other such power or combination ofpowers thereafter from time to time.4.14 Minutes Minutes of all resolutions and proceedings at every meeting as aforesaid shall be made and duly entered in books to be from time to time providedfor that purpose by the Trustee at the expense of the Issuer, and any such minutes as aforesaid, if signed by the chairman of the meeting at which suchresolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the applicable Holders, shall be prima facie evidence of thematters therein stated and, until the contrary is proved, every such meeting, in respect of the proceedings of which minutes shall have been made, shall bedeemed to have been duly held and convened, and all resolutions passed thereat or proceedings had thereat, to have been duly passed and had.4.15 Instruments in Writinga) All actions which may be taken and all powers that may be exercised by extraordinary resolution or other resolution of applicable Holdersat a meeting held as hereinbefore in this Article 4 provided may also be taken and exercised by the holders of not less than 50% of theprincipal amount of all outstanding Securities or not less than 50% of the principal amount of all outstanding Securities of a particularseries, as applicable, by an instrument in writing signed in one or more counterparts and the expression “extraordinary resolution” whenused in this Indenture shall include an instrument so signed.b) All actions which may be taken and all powers that may be exercised by any resolution (other than an extraordinary resolution) of Holdersat a meeting held as provided in this Indenture or as required in respect of any consent of Holders to be provided hereunder may also betaken and exercised by the Holders of the applicable percentage of the principal amount of all outstanding Securities (or Securities of anapplicable series) by an instrument in writing signed in one or more counterparts.4.16 Binding Effect of ResolutionsEvery extraordinary resolution passed in accordance with the provisions of this Article 4 shall be binding upon all the Holders (or in the case of anextraordinary resolution passed in respect of a particular series only, all the Holders of that series), and each and every such Holder and the Trustee (subject tothe provisions for its indemnity herein contained) shall be bound to give effect accordingly to every such extraordinary resolution.4.17 Serial MeetingsIf any business to be transacted at a meeting of Holders, or any action to be taken or powers to be exercised by instrument in writing under Section4.15, is to be taken in respect of or especially affects the rights of the holders of the Securities of one or more series in a manner or to an extent differing fromthat in which it affects the rights of the holders of Securities of any other series then:26 a) reference to such fact, indicating each series involved or affected shall be made in the notice of such meeting and the meeting shall be andis herein called a “serial meeting”; andb) the holders of Securities of a series involved or so especially affected shall not be bound by any action taken at a serial meeting underSection 4.15 unless, in addition to the other provisions of this Article 4, there are present in person or by proxy at the said meeting holdersof at least 50% in principal amount of the outstanding Securities of the series involved or so especially affected, subject to the provisions ofthis Article 4 as to adjourned meetings, and the resolution is passed by the favourable votes of the holders of at least a majority of theprincipal amount of Securities of the series involved or so especially affected.c) the holders of Securities of a series involved or so especially affected shall not be bound by any action taken by any instrument in writingunder Section 4.15 unless in addition to the other provisions of this Article 4, the resolution is agreed to by at least a majority of theprincipal amount of Securities of the series involved or so especially affected.ARTICLE 5 GUARANTEES5.01 Applicability of Article; Guarantee.a) If the Issuer elects to issue any series of Securities with the benefit of Guarantees, then the provisions of this Article 5 (with suchmodifications thereto as may be specified pursuant to Section 3.01 with respect to any series of Securities), will be applicable to suchSecurities. Each reference in this Article 5 to a “Security” or “the Securities” refers to the Securities of the particular series as to whichprovision has been made for such Guarantees. If more than one series of Securities as to which such provision has been made areOutstanding at any time, the provisions of this Article 5 shall be applied separately to each such series.b) Subject to this Article 5, the Guarantor fully and unconditionally guarantees to each Holder of a Security of any series issued with thebenefit of Guarantees authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of thevalidity and enforceability of this Indenture, such Security or the obligations of the Issuer hereunder or thereunder, that: i. the principal of, premium and Additional Amounts, if any, and interest on such Security will be promptly paid in full when due,whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on suchSecurity, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will bepromptly paid in full or performed, all in accordance with the terms hereof and thereof; and ii. in case of any extension of time of payment or renewal of any Securities of that series or any of such other obligations, that samewill be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at statedmaturity, by acceleration or otherwise.Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor willbe obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.c) The Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of theSecurities of any series issued with the benefit of Guarantees or this Indenture, the absence of any action to enforce the same, any waiver orconsent by any Holder of the Securities of that series with respect to any provisions hereof or thereof, the recovery of any judgment againstthe Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge ordefense of a guarantor, other than payment in full of all obligations under the Securities of that series. The Guarantor in respect of a series ofSecurities hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcyof the Issuer in respect of that series, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoeverand covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in such Securitiesand this Indenture.d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor or any custodian, trustee, liquidatoror other similar official acting in relation to either the Issuer or the Guarantor, any amount paid by either to the Trustee or such Holder, thisGuarantee, to the extent theretofore discharged, will be reinstated in full force and effect.27 e) The Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligationsguaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, as between the Guarantor,on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may beaccelerated as provided in Article 7 hereof for the purposes of its Guarantee notwithstanding any stay, injunction or other prohibitionpreventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of suchobligations as provided in Article 7 hereof, such obligations (whether or not due and payable) will forthwith become due and payable bythe Guarantor for the purpose of its Guarantee.f) Any and all payments made by Welltower Inc. as a Guarantor pursuant to the provisions of a Guarantee shall be made without withholdingof or deduction for, or on account of, any present or future tax, assessment or governmental charge unless required by applicable law,provided that, in the case of any payment made by Welltower Inc. in its capacity as Guarantor to a Holder of a Security who is a not aUnited States Person (as defined below), if any amount is so withheld or deducted for or on account of any tax, assessment or governmentalcharge imposed by or on behalf of the United States (or any political subdivision or taxing authority thereof or therein), Welltower Inc. willpay such Additional Amounts to such Holder as will result (after the deduction or withholding of such tax, assessment or governmentalcharge) in the payment to such Holder of the amounts that would otherwise have been payable pursuant to such Guarantee; provided,however, the foregoing obligation will not apply to and Welltower Inc. will not be required to make any payment of Additional Amounts inrespect of the following: i. any tax, assessment or other governmental charge that would not have been imposed but for the Holder, or a fiduciary, settlor,beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding apower over an estate or trust administered by a fiduciary Holder, being considered as:(A) being or having been engaged in a trade or business in the United States or having or having had a permanentestablishment in the United States or having or having had a qualified business unit which has the United States dollar asits functional currency;(B) having a current or former connection with the United States (other than a connection arising solely as a result of theownership of the Notes, the receipt of any payment or the enforcement of any rights thereunder) or being considered ashaving such relationship, including being or having been a citizen or resident of the United States;(C) being or having been a personal holding company, a passive foreign investment company or a controlled foreigncorporation with respect to the United States or a foreign personal holding company that has accumulated earnings toavoid United States federal income tax;(D) being or having been a “10-percent shareholder” of the Guarantor as defined in Section 871(h)(3) of the United StatesInternal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or(E) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinarycourse of its trade or business; ii. any Holder that is not the sole beneficial owner of the Securities, or a portion of the Securities, or that is a fiduciary, partnership orlimited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner ormember of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount hadthe beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; iii. any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any otherperson to comply with certification, identification or information reporting requirements concerning the nationality, residence,identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute,by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United Statesis a party as a precondition to exemption from such tax, assessment or other governmental charge; iv. any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Guarantor or a PayingAgent from the payment;28 v. any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, oradministrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is dulyprovided for, whichever occurs later; vi. any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or othergovernmental charge; vii. any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any lawimplementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; viii. any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of anySecurity, where presentation is required, for payment on a date more than 30 days after the date on which payment became due andpayable or the date on which payment thereof is duly provided for, whichever occurs later; ix. any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and relatedTreasury regulations and pronouncements (the Foreign Account Tax Compliance Act (“FATCA”)) or any successor provisions andany regulations or official law, agreement or interpretations thereof or any regulations implementing an intergovernmentalapproach thereto, including Part XVIII of the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), as amended, and any related Canadianlegislation which functions to adapt FATCA for the purpose of Canadian law; or x. any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix). For these purposes: (i) the term “United States Person” means any individual who is a citizen or resident of the United States for U.S. federal incometax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or theDistrict of Columbia, including an entity treated as a corporation for United States income tax purposes, or any estate or trust the income of which is subjectto United States federal income taxation regardless of its source; and (ii) the term “United States” means the United States of America (including the statesand the District of Columbia and any political subdivision thereof).5.02 Limitation on Guarantor Liability.The Guarantor, and by its acceptance of Securities of any series issued with the benefit of Guarantees, each Holder, hereby confirms that it is theintention of all such parties that the Guarantee of the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, theUniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, provincial or state law to the extent applicable to anyGuarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantorwill, after giving effect to any maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, result in theobligations of the Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.5.03 Execution and Delivery of Guarantee.To evidence its Guarantee set forth in 5.01 in respect of Securities of a series issued with the benefit of Guarantees, the Guarantor hereby agrees that anotation of such Guarantee substantially in the form as shall be established in one or more indentures supplemental hereto or approved from time to timepursuant to Board Resolutions in accordance with Section 3.01, will be endorsed by an officer of the Guarantor on each Security of that series authenticatedand delivered by the Trustee and that this Indenture will be executed on behalf of the Guarantor by one of its officers.The Guarantor hereby agrees that its Guarantee set forth in 5.01 will remain in full force and effect notwithstanding any failure to endorse on eachSecurity of that series a notation of such Guarantee.If an officer whose signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Security ofthat series on which a Guarantee is endorsed, such Guarantee will be valid nevertheless.The delivery of any Security of a series issued with the benefit of Guarantees by the Trustee, after the authentication thereof hereunder, willconstitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor.29 ARTICLE 6 SATISFACTION AND DISCHARGE6.01 Satisfaction and Discharge of Indenture.This Indenture and any related Guarantee shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration oftransfer or exchange of Securities herein expressly provided for and other rights and remedies referenced herein), and the Trustee, at the expense of the Issuer,shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whena) either i. all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen andwhich have been replaced or paid as provided in Section 3.08 and (B) Securities for whose payment money or in respect of whichCanadian Government Obligations have theretofore been deposited in trust or segregated and held in trust by the Issuer andthereafter repaid to the Issuer or discharged from such trust, as provided in Section 12.03) have been delivered to the Trustee forcancellation; or ii. all such Securities not theretofore delivered to the Trustee for cancellation(A) have become due and payable, or(B) will become due and payable at their Stated Maturity within one year, or(C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice ofredemption by the Trustee in the name, and at the expense, of the Issuer,and the Issuer, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee an amount of moneyand Canadian Government Obligations sufficient to pay and discharge the entire indebtedness on such Securities not theretoforedelivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case ofSecurities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; andc) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent hereinprovided for relating to the satisfaction and discharge of this Indenture have been complied with.Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 8.07, the obligations ofthe Trustee to any Authenticating Agent under Section 8.16 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause a) ofthis Section, the obligations of the Trustee under Section 6.02 and the last paragraph of Section 12.03 shall survive such satisfaction and discharge.6.02 Application of Trust Money.Subject to the provisions of the last paragraph of Section 12.03, all money and Canadian Government Obligations deposited with the Trusteepursuant to Section 6.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, eitherdirectly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, ofthe principal and any premium and interest for whose payment such money and Canadian Government Obligations has been deposited with the Trustee.ARTICLE 7 REMEDIES 7.01 Events of Default.“Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason forsuch Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of anycourt or any order, rule or regulation of any administrative or governmental body):30 a) default in the payment of the principal of or any premium on any Security of that series at its Maturity and continuance of such default for aperiod of 30 days; orb) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such defaultfor a period of 30 days; orc) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuance of suchdefault for a period of 30 days; ord) default in the performance of, or breach of, any covenant of an Obligor in this Indenture (other than a covenant a default in whoseperformance or whose breach is elsewhere in this Section specifically dealt with or which has been expressly included in this Indenturesolely for the benefit of a series of Securities other than that series), and continuance of such default or breach for a period of 60 days afterthere has been given, by first class mail, to the Obligors by the Trustee or to the Obligors and the Trustee by the Holders of at least amajority in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring itto be remedied and stating that such notice is a “Notice of Default” hereunder; ore) a default under any bond, debenture, note or other evidence of indebtedness of an Obligor, or under any mortgage, indenture or otherinstrument of an Obligor (including a default with respect to Securities of any series other than that series) under which there may be issuedor by which there may be secured any indebtedness of an Obligor (or by any Subsidiary, the repayment of which an Obligor has guaranteedor for which an Obligor is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter becreated, which default shall constitute a failure to pay an aggregate principal amount exceeding U.S. $50,000,000 of such indebtednesswhen due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtednessin an aggregate principal amount exceeding U.S. $50,000,000 becoming or being declared due and payable prior to the date on which itwould otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having beenrescinded or annulled, within a period of 10 days after there shall have been given, by first class mail, to the Obligors by the Trustee or tothe Obligors and the Trustee by the Holders of at least a majority in principal amount of the Outstanding Securities of that series a writtennotice specifying such default and requiring the Obligors, as applicable to cause such indebtedness to be discharged or cause suchacceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; orf) an Obligor or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii)consents to the entry of an order for relief against it in an involuntary case, or (iii) consents to the appointment of a custodian of it or for allor substantially all of its property, org) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against an Obligor or anySignificant Subsidiary in an involuntary case, (ii) appoints a custodian of an Obligor or any Significant Subsidiary or for all or substantiallyall of either of its property, or (iii) orders the liquidation of an Obligor or any Significant Subsidiary, and the order or decree remainsunstayed and in effect for 90 days; orh) any Guarantee is not, or is claimed by the Guarantor not to be, in full force and effect; ori) any other Event of Default provided with respect to Securities of that series.7.02 Acceleration of Maturity; Rescission and Annulment.If an Event of Default (other than an Event of Default specified in Section 7.01(f) or 7.01(g)) with respect to Securities of any series at the timeOutstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than a majority of the principal amount of theOutstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original IssueDiscount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, bya notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shallbecome immediately due and payable. If an Event of Default specified in clause f) or g) of Section 7.01 with respect to Securities of any series at the timeOutstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, suchportion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other actionon the part of the Trustee or any Holder, become immediately due and payable.31 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree forpayment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of theOutstanding Securities of that series, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:a) the Issuer has paid or deposited with the Trustee a sum sufficient to pay i. all overdue interest on all Securities of that series, ii. the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declarationof acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, iii. to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in suchSecurities, and iv. all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances ofthe Trustee, its agents and counsel; andb) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series whichhave become due solely by such declaration of acceleration, have been cured or waived as provided in Section 7.13.No such rescission shall affect any subsequent default or impair any right consequent thereon.The Trustee shall not be required to act upon an Event of Default unless a Responsible Officer has received written notice of such Event of Default.7.03 Collection of Indebtedness and Suits for Enforcement by Trustee.The Issuer covenants that if:a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for aperiod of 30 days, orb) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable onsuch Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest onany overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto,such further amount as shall be sufficient to cover the amounts owed to the Trustee, including the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel.If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect andenforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary toprotect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any powergranted herein, or to enforce any other proper remedy.7.04 Trustee May File Proofs of Claim.In case of any judicial proceeding relative to an Obligor (or any other obligor upon the Securities), its property or its creditors, the Trustee shall beentitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions in order to have claims of the Holders and the Trusteeallowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable onany such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicialproceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of suchpayments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07.32 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder anyplan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to votein respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of atrustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.7.05 Trustee May Enforce Claims Without Possession of Securities.All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any ofthe Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its ownname as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgmenthas been recovered.7.06 Application of Money Collected.Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, incase of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of thepayment if only partially paid and upon surrender thereof if fully paid:FIRST: To the payment of all amounts due the Trustee under Section 8.07, andSECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which orfor the benefit of which such money has been collected, rateably, without preference or priority of any kind, according to the amounts due and payable onsuch Securities for principal and any premium and interest, respectively.THIRD: To the Person entitled to receive the same; if no other Person shall be entitled thereto, then to the Issuer, or as a court of competentjurisdiction may direct.7.07 Limitation on Suits.No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or forthe appointment of a receiver or trustee, or for any other remedy hereunder, unless:a) such Holder has previously given written notice to the Trustee of a continuing Event of Default (other than Section 7.01(f) or 7.01(g)) withrespect to the Securities of that series;b) the Holders of not less than a majority in principal amount of the Outstanding Securities of that series shall have made written request to theTrustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to beincurred in compliance with such request;d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; ande) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority inprincipal amount of the Outstanding Securities of that series;it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of,any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority orpreference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal andratable benefit of all of such Holders.7.08 Unconditional Right of Holders to Receive Principal, Premium and Interest.Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, toreceive payment of the principal of and any premium and (subject to Section 3.09) interest on such Security on the 33 respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement ofany such payment, and such rights shall not be impaired without the consent of such Holder.7.09 Restoration of Rights and Remedies.If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has beendiscontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to anydetermination in such proceeding, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder andthereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.7.10 Rights and Remedies Cumulative.Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph ofSection 3.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now orhereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent theconcurrent assertion or employment of any other appropriate right or remedy.7.11 Delay or Omission Not Waiver.No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shallimpair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Articleor by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, asthe case may be.7.12 Control by Holders.The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities ofsuch series, provided that:a) such direction shall not be in conflict with any rule of law or with this Indenture, andb) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.7.13 Waiver of Past Defaults.The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all theSecurities of such series waive any past default hereunder with respect to such series and its consequences, except a default:a) in the payment of the principal of or any premium or interest on any Security of such series, orb) in respect of a covenant or provision hereof which under Article 11 cannot be modified or amended without the consent of the Holder ofeach Outstanding Security of such series affected.Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for everypurpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.7.14 Undertaking for Costs.In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omittedby it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs (includingreasonable attorneys’ fees and expenses) against any such party litigant. This section does not apply to a suit by the Trustee, a suit by a Holder pursuant toSection 7.08 hereof, or a suit by Holders of more than 10% in principal amount of the Outstanding Securities. ARTICLE 8 THE TRUSTEE8.01 Certain Duties and Responsibilities.a) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenantsor obligations shall be read into this Indenture against the Trustee.b) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinionsexpressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in thecase of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trusteeshall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need notconfirm or investigate the accuracy of mathematical calculations or other facts stated therein).c) The Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in theirexercise, as a prudent trustee would exercise or use under the circumstances.d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failureto act, or its own willful misconduct, except that i. the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved thatthe Trustee was negligent in ascertaining the pertinent facts; ii. the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with thedirection of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, methodand place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred uponthe Trustee, under this Indenture with respect to the Securities of such series; and iii. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds orotherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights orpowers..e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of oraffording protection to the Trustee shall be subject to the provisions of this Section.8.02 Notice of Defaults.If a default occurs hereunder with respect to Securities of any series, the Trustee shall, subject to 9.02, give the Holders of Securities of such seriesnotice of such default as and to the extent provided by the Indenture Legislation; provided, however, that in the case of any default of the character specifiedin clause d) of Section 7.01 with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrencethereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event ofDefault with respect to Securities of such series.8.03 Certain Rights of Trustee.Subject to the provisions of Section Article 8:a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement,instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paperor document believed by it to be genuine and to have been signed or presented by the proper party or parties (but need not investigate theaccuracy of any mathematical calculations or other facts stated therein);b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, and anyresolution of the Board shall be sufficiently evidenced by a Board Resolution;35 c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of badfaith on its part, rely upon an Officers’ Certificate;d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and completeauthorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction ofany of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnitysatisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if theTrustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of theIssuer, personally or by agent or attorney at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry orinvestigation;g) the Trustee shall be entitled to treat any communication received through Electronic Methods from a person purporting to be (and whomsuch Trustee, acting reasonably, believes in good faith to be) the authorized representative of the Issuer, as sufficient instructions andauthority of the Issuer for the Trustee to act and shall have no duty to verify or confirm that person is so authorized. The Trustee shall haveno liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such instructionsor directions. The Issuer agrees: (i) to assume all risks arising out of the use of such electronic methods to submit instructions and directionsto the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception andmisuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmittinginstructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the Issuer;and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commerciallyreasonable degree of protection in light of its particular needs and circumstances.h) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents orattorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with duecare by it hereunder;i) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to beauthorized or within the discretion or rights or powers conferred upon it by this Indenture;j) absent written direction, the Trustee shall hold all funds received by it uninvested, without liability for interest;k) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damageand regardless of the form of action;l) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actualknowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate TrustOffice of the Trustee, and such notice references the Securities and this Indenture;m) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Personemployed to act hereunder; andn) the Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at suchtime to take specified actions pursuant to this Indenture.36 8.04 Not Responsible for Recitals or Issuance of Securities.The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of theObligors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as tothe validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use orapplication by the Issuer of Securities or the proceeds thereof.8.05 May Hold Securities.The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other agent of the Issuer, in its individual or any other capacity, maybecome the owner or pledgee of Securities and, subject to Sections 8.08, may otherwise deal with the Issuer with the same rights it would have if it were notTrustee, Authenticating Agent, Paying Agent, Registrar or such other agent.8.06 Money Held in Trust.Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall beunder no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.8.07 Compensation, Reimbursement and Indemnification.The Issuer agrees:1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not belimited by any provision of law in regard to the compensation of a trustee of an express trust);2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advancesincurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses anddisbursements of its agents and counsel), except any such expense, disbursement or advance as shall have been caused by its own negligence or willfulmisconduct; and3) to fully indemnify each of the Trustee or any predecessor Trustee and their agents (for greater certainty, including officers, directors,employees and agents of the Trustee) for, and to hold them harmless against, any loss, liability, claim, damage or expense incurred without negligence orwillful misconduct on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs andexpenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges andexpenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal, provincialor state bankruptcy, insolvency or other similar law.The benefits of this Section shall survive the termination of the Indenture and resignation or removal of the Trustee.8.08 Conflicting Interests.If the Trustee has or shall acquire a conflicting interest, the Trustee shall either eliminate such interest or resign, to the extent and in the mannerprovided by, and subject to the provisions of this Indenture. The Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee underthis Indenture with respect to Securities of more than one series.37 8.09 Corporate Trustee Required; Eligibility.There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder forSecurities of one or more other series. Each Trustee shall be a Person that has a combined capital and surplus of at least U.S. $50,000,000 (or be a subsidiaryof a Person that has a combined capital and surplus of at least U.S. $50,000,000 ). If any such Person publishes reports of condition at least annually, pursuantto law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Personshall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect tothe Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with theeffect hereinafter specified in this Article.8.10 Resignation and Removal; Appointment of Successor.No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until theacceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 8.11.The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer. If the instrumentof acceptance by a successor Trustee required by Section 8.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice ofresignation, the resigning Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trusteewith respect to the Securities of such series.The Trustee may be removed at any time but on not less than 60 days notice with respect to the Securities of any series by Act of the Holders of amajority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer. If the instrument of acceptance by asuccessor Trustee required by Section 8.11 shall not have been delivered to the Trustee within 30 days after such removal, the retiring Trustee may petition,at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.If at any time:1) the Trustee shall fail to comply with Section 8.08 after written request therefor by the Issuer or by any Holder who has been a bona fideHolder of a Security for at least six months, or2) the Trustee shall cease to be eligible under Section 8.09 and shall fail to resign after written request therefor by the Issuer or by any suchHolder, or3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shallbe appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation orliquidation, then, in any such case, (A) the Issuer by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 7.14,any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all others similarly situated, petition anycourt of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect tothe Securities of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities ofthat or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such seriesand that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirementsof Section 8.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to theSecurities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to theIssuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicablerequirements of Section 8.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trusteeappointed by the Issuer. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders andaccepted appointment in the manner required by Section 8.11, any Holder who has been a bona fide Holder of a Security of such series for at least six monthsmay, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee withrespect to the Securities of such series.The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment ofa successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in 38 the manner provided in Section 1.07. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the addressof its Corporate Trust Office.8.11 Acceptance of Appointment by Successor.In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of theretiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights,powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of itscharges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Obligors, the retiringTrustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto whereineach successor Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to,and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series towhich the appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions asshall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that orthose series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of theprovisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it beingunderstood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shallbe trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the executionand delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and eachsuch successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trusteewith respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successorTrustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunderwith respect to the Securities of that or those series to which the appointment of such successor Trustee relates.Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming tosuch successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible underthis Article.8.12 Merger, Conversion, Consolidation or Succession to Business.Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from anymerger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust businessof the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, withoutthe execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but notdelivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authenticationand deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.8.13 Anti-Money Laundering and Anti-Terrorist Legislation.The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to lack of information or for any other reason whatsoever,the Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terroristlegislation, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Indenture has resulted inits being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right toresign on 30 days' written notice to the Issuer, provided that (a) the Trustee's written notice shall describe the circumstances of such non-compliance; and (b)if such circumstances are rectified to the Trustee's satisfaction within such 30 day period, then such resignation shall not be effective.39 8.14 Privacy Laws.The Issuer and the Trustee acknowledge that Canadian federal and/or provincial legislation and United States federal and/or state legislation thataddresses the protection of individuals' personal information (collectively, “Privacy Laws”) may apply to obligations and activities under this Indenture.Despite any other provision of this Indenture, no party shall take or direct any action that would contravene, or cause the other to contravene, applicablePrivacy Laws. The Issuer shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of therelevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previouslybeen given upon which the parties can rely or are not required under applicable Privacy Laws. The Trustee shall use commercially best efforts to ensure thatits services hereunder comply with applicable Privacy Laws. Specifically, the Trustee agrees: (a) to maintain policies and procedures to protect personalinformation and to receive and respond to any privacy complaint or injury; (b) to use personal information solely for the purposes of providing its servicesunder or ancillary to this Indenture and not to use it for any other purpose except with the consent of, or direction from, the Issuer or the individual involved;(c) not to sell or otherwise improperly disclose personal information to any third party; and (d) to employ administrative, physical and technologicalsafeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.8.15 Preferential Collection of Claims Against Issuer.If and when the Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Securities), the Trustee shall be subject to theprovisions of the Indenture Legislation regarding the collection of claims against the Issuer (or any such other obligor).8.16 Appointment of Authenticating Agent.The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act onbehalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemptionthereof or pursuant to Section 3.08, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for allpurposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by theTrustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by anAuthenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall beacceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of Canada authorized under such laws to act asAuthenticating Agent, having a combined capital and surplus of not less than U.S. $50,000,000 and subject to supervision or examination by federal,provincial or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of saidsupervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed tobe its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to beeligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified inthis Section.Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporationresulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporateagency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwiseeligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Obligors. The Trustee may at any timeterminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Obligors. Upon receiving such anotice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisionsof this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give notice of such appointmentin the manner provided in Section 1.07 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successorAuthenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisionsof this Section.The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.40 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, inaddition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. l, As TrusteePer: Name: Authorized Signatory Title: l, As Authenticating AgentPer: Name: Authorized Signatory Title: ARTICLE 9 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER9.01 Issuer to Furnish Trustee Names and Addresses of Holders.If the Trustee is not the Registrar, the Issuer will furnish or cause to be furnished to the Trusteeat such times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list, in such form as theTrustee may reasonably require, of the names and addresses of the Holders of the Securities of each Series as of a date not more than 15 daysprior to the time such list is furnished.9.02 Preservation of Information; Communications to Holders.The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent listfurnished to the Trustee as provided in Section 9.01 and the names and addresses of Holders received by the Trustee in its capacity as Registrar. The Trusteemay destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished.9.03 Reports by Guarantor.The Guarantor shall(1) file with the Trustee, within 15 days after the Guarantor is required to file the same with the Commission, copies of the annual reports and ofthe information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules andregulations prescribe) which the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act (it beingunderstood that any information, documents and other reports filed or furnished on the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”)or such other system of the Commission or the website of the Guarantor will be deemed to be furnished to such Holders of Securities once such information,documents and other reports are so filed on EDGAR or the Commission's website or the website of the Guarantor); or, if the Guarantor is not required to fileinformation, documents or reports pursuant to either of such Sections, then it will file with the Trustee and the Commission, in accordance with rules andregulations prescribed from time to time by the Commission, such of the 41 supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a securitylisted and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; and(2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, suchadditional information, documents and reports with respect to compliance by the Issuer and the Guarantor with the conditions and covenants of thisIndenture as may be required from time to time by such rules and regulations (it being understood that if the Guarantor is not required to file with theCommission pursuant to Section 13 or 15(d) of the Exchange Act, the Guarantor shall not be required to file such reports with the Commission or theTrustee).ARTICLE 10 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE10.01 Issuer May Consolidate, Etc., Only on Certain Terms.The Issuer shall not consolidate with or merge with or into any other Person, or sell, transfer, lease, convey, or otherwise dispose of all orsubstantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of relatedtransactions, unless (i) the Person formed by such consolidation or into which the Issuer is merged or the Person that leases or acquires, by sale, transfer,conveyance or otherwise, all or substantially all of the property or assets of the Issuer expressly assumes, by an indenture supplemental hereto, executed anddelivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Securities, this Indenture and any supplement oramendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions, noEvent of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and(iii) the Person formed by such consolidation, the Person into which the Issuer is merged or the Person that leases or acquires, by sale, transfer, conveyance orotherwise, all or substantially all of the property or assets of the Issuer, shall be a corporation, partnership, limited liability company or trust and shall beorganized and validly existing under the laws of Canada or any province thereof. The Issuer shall deliver to the Trustee prior to the consummation of theproposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposed transaction and, if a supplemental indenture isrequired in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided forrelating to such transaction have been complied with.10.02 Guarantor May Consolidate, Etc., Only on Certain Terms.The Guarantor shall not consolidate with or merge with or into any other Person, or sell, transfer, lease, convey, or otherwise dispose of all orsubstantially all of its properties or assets to any Person (including pursuant to a statutory arrangement), whether in a single transaction or series of relatedtransactions, unless (i) the Person formed by such consolidation or into which the Guarantor is merged or the Person that leases or acquires, by sale, transfer,conveyance or otherwise, all or substantially all of the property or assets of the Guarantor expressly assumes, by an indenture supplemental hereto, executedand delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Guarantor under the Securities, this Indenture and any supplementor amendment to this Indenture then in effect with respect to any Securities; (ii) immediately after giving effect to such transaction or series of transactions,no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;and (iii) the Person formed by such consolidation, the Person into which the Guarantor is merged or the Person that leases or acquires, by sale, transfer,conveyance or otherwise, all or substantially all of the property or assets of the Guarantor, shall be a corporation, partnership, limited liability company ortrust and shall be organized and validly existing under the laws of the United States, Canada or any state or province thereof. The Guarantor shall deliver tothe Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such proposedtransaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and thatall conditions precedent herein provided for relating to such transaction have been complied with.10.03 Successor of the Issuer Substituted.Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person or any sale, transfer, lease or conveyance of all orsubstantially all of the properties and assets of the Issuer in accordance with Section 10.01, the successor Person formed by such consolidation or into whichthe Guarantor is merged or to which such sale, transfer, lease or conveyance is made shall succeed to, and be substituted for, and may exercise every right andpower of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the caseof a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.42 10.04 Successor of the Guarantor Substituted.Upon any consolidation of the Guarantor with, or merger of the Guarantor into, any other Person or any sale, transfer, lease or conveyance of all orsubstantially all of the properties and assets of the Guarantor in accordance with Section 10.01, the successor Person formed by such consolidation or intowhich the Guarantor is merged or to which such sale, transfer, lease or conveyance is made shall succeed to, and be substituted for, and may exercise everyright and power of, the Guarantor under this Indenture with the same effect as if such successor Person had been named as the Guarantor herein, and thereafter,except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.ARTICLE 11 SUPPLEMENTAL INDENTURES11.01 Supplemental Indentures Without Consent of Holders.Without the consent of any Holders, the Issuer, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time totime, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:a) to evidence the succession of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer hereinand in the Securities; orb) to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantorherein and in the Securities; orc) to add to the covenants of the Obligors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for thebenefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) orto surrender any right or power herein conferred upon the Obligors; ord) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events ofDefault are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly beingincluded solely for the benefit of such series); ore) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance ofSecurities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate theissuance of Securities in uncertificated form; orf) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any suchaddition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplementalindenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to suchprovision or (ii) shall become effective only when there is no such Security Outstanding; org) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; orh) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or moreseries and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration ofthe trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.11; ori) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provisionherein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuantto this clause i) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.11.02 Supplemental Indentures With Consent of Holders.With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by suchsupplemental indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by a Board Resolution, the Guarantor andthe Trustee may enter into an indenture or indentures supplemental hereto or any applicable 43 Guarantee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying inany manner the rights of the Holders of Securities of such series under this Indenture or any applicable Guarantee; provided, however, that no suchsupplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amountthereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of anOriginal Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturitythereof pursuant to Section 7.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium orinterest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturitythereof (or, in the case of redemption, on or after the Redemption Date), orb) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any suchsupplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indentureor certain defaults hereunder and their consequences) provided for in this Indenture, orc) modify any of the provisions of this Section, Section 7.13, except to increase any such percentage or to provide that certain otherprovisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to“the Trustee” and concomitant changes in this Section and Section 12.06, or the deletion of this proviso, in accordance with therequirements of Section 8.11 and clause i) of Section 11.01.A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solelyfor the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to suchcovenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shallbe sufficient if such Act shall approve the substance thereof.11.03 Execution of Supplemental Indentures.In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of thetrusts created by this Indenture, the Trustee shall receive, and (subject to Section Article 8) shall be fully protected in relying upon, an Opinion of Counseland Officers’ Certificate of the Issuer and the Guarantor stating that the execution of such supplemental indenture is authorized or permitted by thisIndenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties orimmunities under this Indenture or otherwise.11.04 Effect of Supplemental Indentures.Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and suchsupplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and deliveredhereunder shall be bound thereby.11.05 Reference in Securities to Supplemental Indentures.Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall ifrequired by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall sodetermine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may beprepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.44 ARTICLE 12 COVENANTS 12.01 Payment of Principal, Premium and Interest.The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium andinterest on the Securities of that series in accordance with the terms of the Securities and this Indenture.12.02 Maintenance of Office or Agency.The Issuer will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented orsurrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or uponthe Issuer in respect of the Securities of that series and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location,and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail tofurnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of theTrustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.The Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented orsurrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shallin any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. TheIssuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office oragency.12.03 Money for Securities Payments to Be Held in Trust.If the Issuer shall at any time act as its own Paying Agent with respect to any series of Securities, the Issuer will, on or before each due date of theprincipal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sumsufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as hereinprovided and will promptly notify the Trustee of its action or failure so to act.Whenever there is one or more Paying Agents for any series of Securities, the Issuer will, prior to each due date of the principal of or any premium orinterest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, and (unless such Paying Agent is the Trustee) theIssuer will promptly notify the Trustee of its action or failure so to act.The Issuer will cause each Paying Agent (other than the Trustee) for any series of Securities to execute and deliver to the Trustee an instrument inwhich such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will during the continuance of anydefault by the Obligors (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, uponthe written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of thatseries.The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by IssuerOrder direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon thesame trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, suchPaying Agent shall be released from all further liability with respect to such money.Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or any premium orinterest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall bepaid to the Issuer on Issuer Request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as anunsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money,and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required tomake any such repayment, may at the written instruction and expense of the Issuer cause to be published once, in a newspaper published in the Englishlanguage, customarily published on each Business Day and of general circulation in Toronto, Ontario, notice that such money remains unclaimed and that,after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remainingwill be repaid to the Issuer.45 12.04 Statement by Officers as to Default.The Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer ending after the date hereof, an Officers’Certificate, stating whether or not, to the best knowledge of the signers thereof, either of the Obligors are in default in the performance and observance of anyof the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if theObligors shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. The Issuer will also deliver tothe Trustee, promptly after an officer of the General Partner, acting in its capacity as general partner of the Issuer, becomes aware of the occurrence of anyEvent of Default, an Officers’ Certificate setting forth the nature and status of such Event of Default and, if then formulated, the action that the Issuer proposesto take with respect thereto.12.05 Existence. Subject to Article 10, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights(charter and statutory) and franchises; provided, however, that the Issuer shall not be required to preserve any such right or franchise if the Board shalldetermine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer.12.06 Waiver of Certain Covenants.Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Obligors may, with respect to the Securities of anyseries, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to clause r) of Section 3.01or clause c) or h) of Section 11.01 for the benefit of the Holders of such series or in Section 12.05, if before the time for such compliance the Holders of at leasta majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance orgenerally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except tothe extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any suchterm, provision or condition shall remain in full force and effect.ARTICLE 13 REDEMPTION OF SECURITIES13.01 Applicability of Article.Securities of any series which are redeemable before their maturity shall be redeemable in accordance with their terms and (except as otherwisespecified as contemplated by Section 3.01for Securities of any series) in accordance with this Article.13.02 Notices to Trustee.The election of the Issuer to redeem or purchase in an offer to purchase Securities of any series shall be evidenced by a Board Resolution. The Issuershall, at least 45 days prior to the redemption date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of suchredemption date and of the principal amount of Securities of that series to be redeemed by delivering to the Trustee an Officers' Certificate setting forth:(1) the paragraph of the Securities and/or Section of this Indenture or any indenture supplemental hereto pursuant to whichthe redemption shall occur;(2) the redemption date;(3) the principal amount of Securities of that series to be redeemed, plus accrued interest and additional amounts, if any, tothe redemption date;(4) the redemption price, including any make-whole amount or premium, if applicable; and(5) the effects, if any, to the conversion privileges of Holders.46 13.03 Selection of Securities to be Redeemed.If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particularSecurities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows:(1) if the Securities of that series are listed on any national securities exchange, in compliance with the requirements of theprincipal national securities exchange on which such Securities are listed; or(2) if the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by suchmethod as the Trustee shall deem fair and appropriate.In the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in thisIndenture, not less than 30 nor more than 60 days prior to the redemption date by the Trustee.The Trustee will promptly notify the Issuer in writing of the Securities selected for redemption or purchase and, in the case of any Securityselected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any seriesselected will be in amounts equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof; provided, however,that if all of the Outstanding Securities of a Holder are to be redeemed or purchased, the entire amount of such Securities held by such Holder, even if not amultiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased. Except as provided in the preceding sentence,provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or purchase.13.04 Notice of Redemption.At least 15 days but not more than 30 days before a redemption date, unless a shorter period is specified by the terms of that series as contemplatedby Section 3.01, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities are to be redeemed at itsregistered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with adefeasance of the Securities or a satisfaction and discharge of this Indenture pursuant to Article 6 or Article 15 of this Indenture. Any notice that is mailed tothe Holders of Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives suchnotice.The notice will identify the Securities to be redeemed and will state:(2) the redemption date;(3) the redemption price, including the accrued interest and additional amounts, if any, to the redemption date and any make-wholeamount or premium, if applicable;(4) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after theredemption date upon surrender of such Security, a new Security or Securities of the same series and tenor in principal amount equal to theunredeemed portion will be issued upon cancellation of the original Security;(5) the name and address of the Paying Agent;(6) that Securities called for redemption must be surrendered to the Paying Agent at the Place of Payment to collect the redemptionprice or to convert (if applicable);(7) that, unless the Issuer defaults in making such redemption payment, interest on Securities called for redemption ceases to accrueon and after the redemption date;(8) the paragraph of the Securities and/or Section of this Indenture or any indenture supplemental hereto pursuant to which theSecurities called for redemption are being redeemed;(9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on theSecurities;(10) that the redemption is for a sinking fund, if applicable; and47 (11) if applicable, that a Holder of Securities who desires to convert Securities in connection with a redemption must satisfy therequirements for conversion contained in such Securities, the then existing conversion price or rate, and the date and time when the option toconvert shall expire.At the Issuer's request, the Trustee will give the notice of redemption in the Issuer's name and at the Issuer's expense; on condition that the Issuer hasdelivered to the Trustee, at least 30 days (or such shorter period of time as is satisfactory to the Trustee) prior to the redemption date, an Officers' Certificaterequesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.13.05 Effect of Notice of Redemption.Once notice of redemption is mailed in accordance with Section 13.05 hereof, Securities called for redemption become irrevocably due and payableon the redemption date at the redemption price therein specified. Except as otherwise provided pursuant to Section 3.01 with respect to the Securities of anyseries, a notice of redemption of Securities of that series may not be conditional.13.06 Deposit of Redemption or Purchase Price.By 10:00 a.m. (Toronto time) on the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money in thecurrency or currencies, currency unit or units or composite currency or currencies in which the Securities are payable sufficient to pay the redemption orpurchase price of and accrued interest and additional amounts, if any, on all Securities to be redeemed or purchased on that date. The Trustee or the PayingAgent will, upon receipt of written request for repayment and as soon as practicable, return to the Issuer any money deposited with the Trustee or the PayingAgent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and additional amounts, if any, on, allSecurities to be redeemed or purchased.If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue onthe Securities or the portions of Securities called for redemption or purchase. If a Security is redeemed or purchased on or after a Record Date but on or priorto the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the closeof business on such Record Date; provided, however, that except as otherwise provided with respect to Securities convertible into other securities,installments of interest on Securities whose maturity is on or prior to the redemption date shall be payable to the Holders of such Securities, or one or morepredecessor Securities, registered as such at the close of business on the relevant Record Dates according to the terms and provisions of Section 3.01. If anySecurity called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with thepreceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawfulon any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 12.01 hereof.13.07 Securities Redeemed or Purchased in Part.Upon surrender of a Security of a series that is redeemed or purchased in part at a Place of Payment therefor (with, if the Issuer or the Trustee sorequires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or hisattorney duly authorized in writing), the Issuer may issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at theexpense of the Issuer a new Security of the same series of any authorized denomination as requested by the Holder in an aggregate principal amount equal toand in exchange for the unredeemed or unpurchased portion of the principal of the Security so surrendered.13.08 Conversion Arrangement on Call for Redemption.In connection with any redemption of Securities, the Issuer may arrange for the purchase and conversion of any Securities called for redemption byan agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Trustee or the Paying Agent in trust forthe Holders of Securities, on or before 10:00 a.m. Eastern Time on the redemption date, an amount not less than the redemption price, together with interest, ifany, accrued to the redemption date of such Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article 13,the obligation of the Issuer to pay the redemption price of such Securities, including all accrued interest, if any, shall be deemed to be satisfied anddischarged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any Securities not duly surrendered for conversionby the Holders thereof may, at the option of the Issuer, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders andsurrendered by such purchasers for conversion, all as of immediately prior to the close of business on the last day on which Securities of that series called forredemption may be converted in accordance with this Indenture and the terms of such Securities, subject to payment to the Trustee or Paying Agent of theabove-described amount. The Trustee or the Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amountpaid to it in the same manner  as it would pay moneys deposited with it by the Issuer for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, noarrangement between the Issuer and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers,duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Issuer agrees to indemnify the Trustee and thePaying Agent from, and hold them harmless against, any loss, liability or expense owing out of or in connection with any such arrangement for the purchaseand conversion of any Securities between the Issuer and such purchasers, including the costs and expenses incurred by the Trustee and Paying Agent(including the fees and expenses of their agents and counsel) in the defense of any claim or liability arising out of or in connection with the exercise orperformance of any of their powers, duties, responsibilities or obligations under this Indenture.ARTICLE 14 SINKING FUNDS14.01 Applicability of Article.The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified ascontemplated by Section 3.01 for such Securities.The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fundpayment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fundpayment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided inSection 14.02. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.14.02 Satisfaction of Sinking Fund Payments with Securities.The Issuer (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a creditSecurities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application ofpermitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund paymentwith respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of suchSecurities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and creditedfor such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinkingfund and the amount of such sinking fund payment shall be reduced accordingly.14.03 Redemption of Securities for Sinking Fund.Not less than 30 days prior to each sinking fund payment date for any Securities, the Issuer will deliver to the Trustee an Officers’ Certificatespecifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, whichis to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 14.02and will also deliver to the Trustee any Securities to be so delivered. Not less than 15 days prior to each such sinking fund payment date, the Trustee shallselect the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 13.03 and cause notice of the redemptionthereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 13.04. Such notice having been duly given, theredemption of such Securities shall be made upon the terms and in the manner stated in Section 13.07.ARTICLE 15 DEFEASANCE AND COVENANT DEFEASANCE15.01 Option to Effect Defeasance or Covenant Defeasance.The Issuer may elect, at its option at any time, to have Section 15.02 or Section 15.03 applied to any Securities or any series of Securities, as the casemay be, designated pursuant to Section 3.01 as being defeasible pursuant to such Section 15.02 or 15.03, in accordance with any applicable requirementsprovided pursuant to Section 3.01 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a BoardResolution or in another manner specified as contemplated by Section 3.01 for such Securities.15.02 Defeasance and Discharge.Upon the Issuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, theObligors shall be deemed to have been discharged from their obligations with respect to such Securities as provided in this Section on and after the date theconditions set forth in Section 15.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Issuer shall be deemedto have paid and discharged the entire indebtedness 49 represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned(and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive untilotherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 15.04 andas more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (b) theObligors’ obligations with respect to such Securities under Sections 3.04, 3.07, 3.08, 12.02 and 12.03, (c) the rights, powers, trusts, duties and immunities ofthe Trustee hereunder and (d) this Article. Subject to compliance with this Article, the Issuer may exercise its option (if any) to have this Section applied toany Securities notwithstanding the prior exercise of its option (if any) to have Section 15.03 applied to such Securities.15.03 Covenant Defeasance.Upon the Issuer’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (a) theObligors shall be released from their obligations under clause (c) of Section 10.01 and any covenants provided pursuant to clause r) of Section 3.01,Section 12.05 or clause c) or h) of Section 11.01 for the benefit of the Holders of such Securities, and (b) the occurrence of any event specified in clause d) ofSection 7.01 (with respect to any of clause (c) of Section 10.01 and any such covenants provided pursuant to clause r) of Section 3.01, Section 12.05 orclause c) or h) of Section 11.01) or clause e) of Section 7.01 shall be deemed not to be or result in an Event of Default, in each case with respect to suchSecurities as provided in this Section on and after the date the conditions set forth in Section 15.04 are satisfied (hereinafter called “Covenant Defeasance”).For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Obligors may omit to comply with and shall have no liability inrespect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of clause d) of Section 7.01), whetherdirectly or indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason of any reference in any such Section or Article toany other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.15.04 Conditions to Defeasance or Covenant Defeasance.The following shall be the conditions to the application of Section 15.02 or Section 15.03 to any Securities or any series of Securities and anyrelated Guarantee, as the case may be:a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirementscontemplated by Section 8.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purposeof making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of suchSecurities, (i) money in an amount, or (ii) Canadian Government Obligations which through the scheduled payment of principal andinterest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money inan amount, or (iii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent publicaccountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by theTrustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on therespective Stated Maturities, in accordance with the terms of this Indenture and such Securities.b) In the event of an election to have Section 15.02 apply to any Securities or any series of Securities, as the case may be, (i) the Issuer shallhave received from, or there shall have been published by, the Canada Revenue Agency a ruling or (ii) since the date of this instrument,there shall have been a change in the applicable Canadian federal income tax law, in either case (i) or (ii) to the effect that the Holders ofsuch Securities will not recognize income, gain or loss for Canadian federal income tax purposes as a result of the deposit, Defeasance anddischarge to be effected with respect to such Securities and that Holders will be subject to Canadian federal income tax on the same amount,in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur and the Issuerdelivers to the Trustee a legal opinion confirming the tax law change or Canada Revenue Agency ruling described in (i) or (ii) above, asapplicable.c) In the event of an election to have Section 15.03 apply to any Securities or any series of Securities, as the case may be, either: i. (A) the Issuer shall have received from, or there shall have been published by, the Canada Revenue Agency a ruling, or (B) sincethe date of this instrument, there shall have been a change in the applicable Canadian federal income tax law, in either case (A) or(B) to the effect that the Holders of such Securities will not recognize income gain or loss for Canadian federal income taxpurposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and that Holders will besubject to 50 Canadian federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,Defeasance and discharge were not to occur and the Issuer delivers to the Trustee a legal opinion confirming the tax law change orCanada Revenue Agency ruling described in (A) or (B) above, as applicable; or ii. the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to the effect that theHolders of such Securities will not recognize gain or loss for Canadian federal income tax purposes as a result of the deposit andCovenant Defeasance to be effected with respect to such Securities and will be subject to Canadian federal income tax on the sameamount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.d) The Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities of thesame series, if then listed on any securities exchange, will be delisted as a result of such deposit.e) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any otherSecurities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in clause e) or f) ofSection 7.01, at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not bedeemed satisfied until after such 90th day).f) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest.g) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement orinstrument to which the Obligors are a party or by which they are bound.h) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company withinthe meaning of the Investment Company Act unless such trust shall be registered under the Investment Company Act or exempt fromregistration thereunder.i) At the time of such deposit, (i) no default in the payment of any principal of or premium or interest on any Senior Debt shall have occurredand be continuing, (ii) no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, andcontinuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment of suchSenior Debt has been made or duly provided for), and (iii) no other event of default with respect to any Senior Debt shall have occurred andbe continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee on behalf of such holders) todeclare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable.j) The Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedentwith respect to such Defeasance or Covenant Defeasance have been complied with.15.05 Deposited Money and Canadian Government Obligations to Be Held in Trust; Miscellaneous Provisions.Subject to the provisions of the last paragraph of Section 12.03, all money and Canadian Government Obligations (including the proceeds thereof)deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 15.06, the Trustee and any such other trustee arereferred to collectively as the “Trustee”) pursuant to Section 15.04 in respect of any Securities shall be held in trust and applied by the Trustee, in accordancewith the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer acting as itsown Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and anypremium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Canadian GovernmentObligations deposited pursuant to Section 15.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which bylaw is for the account of the Holders of Outstanding Securities.Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request anymoney or Canadian. Government Obligations held by it as provided in Section 15.04 with respect to any Securities which, in the opinion of a nationallyrecognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereofwhich would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.51 15.06 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any orderor judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under thisIndenture and such Securities from which the Obligors have been discharged or released pursuant to Section 15.02 or 15.03 shall be revived and reinstated asthough no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to applyall money held in trust pursuant to Section 15.05 with respect to such Securities in accordance with this Article; provided, however, that if the Obligors makeany payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Obligors shall be subrogatedto the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all suchcounterparts shall together constitute but one and the same instrument. In proving the existence of this Indenture it shall not be necessary to produce morethan one copy.[Remainder of page intentionally left blank.Next page is signature page.] 52 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. HCN CANADIAN HOLDINGS-1 LP, by its general partner HCN CanadianHoldings GP-1 Ltd.Per:/s/ Scott A. Estes Name: Scott A. Estes Title: Executive Vice President and Chief Financial Officer 53 WELLTOWER INC.Per:/s/ Scott A. Estes Name: Scott A. Estes Title: Executive Vice President and Chief Financial Officer 54 BNY TRUST COMPANY OF CANADA, as TrusteePer:/s/ Farhan Mir Name: Farhan Mir Title: Authorized Signatory 55 EXHIBIT 4.5(b) FIRST SUPPLEMENTAL INDENTURE by and among HCN CANADIAN HOLDINGS-1 LPas Issuer and WELLTOWER INC.as Guarantor and BNY TRUST COMPANY OF CANADAas Trustee As of November 25, 2015 SUPPLEMENTAL TO THE INDENTURE DATED AS OF NOVEMBER 25, 2015------------------------------------ HCN CANADIAN HOLDINGS-1 LP 3.35% Notes due 2020  This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made and entered into as of November25, 2015 among HCN CANADIAN HOLDINGS-1 LP, an Ontario limited partnership (the “Issuer”), WELLTOWER INC., aDelaware corporation (the “Guarantor” and together with the Issuer, the “Obligors”), and BNY TRUST COMPANY OFCANADA, a trust company existing under the laws of Canada, as trustee (the “Trustee”). WITNESSETH THAT: WHEREAS, the Obligors and the Trustee have executed and delivered an Indenture, dated as of November 25, 2015 (asamended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with this SupplementalIndenture, as amended, supplemented or otherwise modified from time to time, the “Indenture”) to provide for the future issuance ofthe Issuer’s senior debt securities (the “Securities”) to be issued from time to time in one or more series; and WHEREAS, pursuant to the terms of the Base Indenture, the Issuer desires to provide for the establishment of a new series ofits Securities with the benefit of a guarantee provided by the Guarantor, to be known as its 3.35% Notes due 2020, the form andsubstance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture. NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant,declare and agree for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: ARTICLE 1 DEFINED TERMS Section 1.1 The following definitions supplement, and, to the extent inconsistent with, replace the definitions in Section 1.01 ofthe Base Indenture: “Applicable Law” has the meaning specified in Section 7.6 of this Supplemental Indenture. “Base Indenture” means the Indenture dated as of November 25, 2015 among the Obligors and the Trustee, as amended,supplemented or otherwise modified from time to time. “Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions in the Province ofOntario are authorized or required by law, regulation or executive order to close. “Canada Yield Price” means in respect of any redemption or acceleration of the Notes, a price calculated to provide a yield tomaturity, compounded semi-annually and calculated in accordance with generally accepted financial practice, equal to the Governmentof Canada Yield on the third Business Day prior to the redemption date of such Notes to the Holders pursuant to the Indenture, plus 60basis points. “Capital Lease” means at any time any lease of property, real or personal, which, in accordance with GAAP, would at suchtime be required to be capitalized on a balance sheet of the lessee. “Capitalized Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under alease of (or other agreement conveying the right to use) real and/or personal property 1 which obligations are required to be classified and accounted for as a Capital Lease on a balance sheet of such Person under GAAP. “Cash” means as to any Person, such Person’s cash and cash equivalents, as defined in accordance with GAAP consistentlyapplied. “Code” means the Internal Revenue Code of 1986, as amended. “EBITDA” means for any period, with respect to the Guarantor and its subsidiaries on a consolidated basis, determined inaccordance with GAAP, the sum of net income (or net loss) for such period PLUS, the sum of all amounts treated as expenses for: (i)interest, (ii) depreciation, (iii) amortization and (iv) all accrued taxes on or measured by income to the extent included in thedetermination of such net income (or net loss); provided, however, that net income (or net loss) shall be computed without giving effectto extraordinary losses or gains. “FATCA” means Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements (the ForeignAccount Tax Compliance Act) and Part XVIII of the Income Tax Act (Canada), as amended (the “Tax Act”). “FATCA Withholding Tax” means any FATCA withholding or deduction required pursuant to an agreement described inSection 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, oragreements thereunder or official interpretations thereof or required by any intergovernmental agreement between the United States andanother jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement includingPart XVIII of the Tax Act). “Funded Indebtedness” means as of any date of determination thereof, (i) all Indebtedness of any Person, determined inaccordance with GAAP, which by its terms matures more than one year after the date of calculation, and any such Indebtednessmaturing within one year from such date which is renewable or extendable at the option of the obligor to a date more than one yearfrom such date, and (ii) the current portion of all such Indebtedness. “GAAP” means generally accepted accounting principles of the United States. “Global Notes” has the meaning set forth in Section 2.1(a) of this Supplemental Indenture. “Government of Canada Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmeticaverage (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canadaacceptable to the Issuer, assuming semi-annual compounding and calculated in accordance with generally accepted financial practice,which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amounton such date with a term to maturity that most closely approximates the remaining term to maturity of such Notes to be redeemed. “Indebtedness” means, with respect to any Person, all: (i) liabilities or obligations, direct and contingent, which in accordancewith GAAP would be included in determining total liabilities as shown on the liability side of a balance sheet of such Person at thedate as of which Indebtedness is to be determined, including, without limitation, contingent liabilities that in accordance with suchprinciples, would be set forth in a specific dollar amount on the liability side of such balance sheet, and Capitalized Lease Obligationsof such Person; (ii) liabilities or obligations of others for which such Person is directly or indirectly liable, by way of guarantee(whether by direct guarantee, suretyship, discount, endorsement, take-or-pay agreement, agreement to purchase 2 or advance or keep in funds or other agreement having the effect of a guarantee) or otherwise; (iii) liabilities or obligations secured byLiens on any assets of such Person, whether or not such liabilities or obligations shall have been assumed by it; and (iv) liabilities orobligations of such Person, direct or contingent, with respect to letters of credit issued for the account of such Person and bankersacceptances created for such Person. “Interest Coverage” means as of the last day of any fiscal quarter, the quotient, expressed as a percentage (which may be inexcess of 100%), determined by dividing EBITDA by Interest Expense; all of the foregoing calculated by reference to the immediatelypreceding four fiscal quarters of the Guarantor ending on such date of determination. “Interest Expense” means for any period, on a combined basis, the sum of all interest paid or payable (excluding unamortizeddebt issuance costs) on all items of Indebtedness of the Guarantor outstanding at any time during such period. “Interest Payment Date” with respect to the Notes is defined in Section 1.01 of the Base Indenture and Section 2.1(b) of thisSupplemental Indenture. “Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, lien, claim or charge of any kind (includingany agreement to give any of the foregoing), any conditional sale or other title retention agreement, any lease in the nature of any of theforegoing, and the filing of or agreement to give any financing statement under the applicable laws of any jurisdiction. “Notes” means the Issuer’s 3.35% senior notes due 2020, issued under the Indenture. “Regular Record Date” with respect to the Notes is defined in Section 1.01 of the Base Indenture and Section 2.1(b) of thisSupplemental Indenture. “Senior Debt” means all Indebtedness other than Subordinated Debt. “Subordinated Debt” means any unsecured Indebtedness of the Guarantor which is issued or assumed pursuant to, orevidenced by, an indenture or other instrument which contains provisions for the subordination of such other Indebtedness (to whichappropriate reference shall be made in the instruments evidencing such other Indebtedness if not contained therein) to the Notes (and,at the option of the Guarantor, if so provided, to other Indebtedness of the Guarantor, either generally or as specifically designated). “Subsidiary” means any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or(ii) the outstanding equity interests of which are owned, directly or indirectly, by the Guarantor or one or more other Subsidiaries of theGuarantor. For the purposes of this definition, “voting equity securities” means equity securities having voting power for the election ofdirectors or similar functionaries, whether at all times or only so long as no senior class of security has such voting power by reason ofany contingency. “Supplemental Indenture” means this First Supplemental Indenture dated as of November 25, 2015 among the Obligors and theTrustee, as amended, supplemented or otherwise modified from time to time. “Total Assets” means on any date, the consolidated total assets of the Guarantor and its Subsidiaries, as such amount wouldappear on a consolidated balance sheet of the Guarantor prepared as of such date in accordance with GAAP. 3 “Total Unencumbered Assets” means on any date, net real estate investments (valued on a book basis) of the Guarantor and itsSubsidiaries that are not subject to any Lien which secures indebtedness for borrowed money of any of the Guarantor and itsSubsidiaries plus, without duplication, loan loss reserves relating thereto, accumulated depreciation thereon plus Cash, as all suchamounts would appear on a consolidated balance sheet of the Guarantor prepared as of such date in accordance with GAAP; provided,however, that “Total Unencumbered Assets” does not include net real estate investments under unconsolidated joint ventures of theGuarantor and its Subsidiaries. “Unsecured Debt” means Funded Indebtedness less Indebtedness secured by Liens on the property or assets of the Guarantorand its Subsidiaries. ARTICLE 2 TERMS OF THE NOTES Section 2.1 Pursuant to Section 3.01 of the Indenture, the Notes shall have the following terms and conditions: (a) Title; Aggregate Principal Amount; Form of Notes. The Notes shall be Registered Securities under the Indenture andshall be known as the Issuer’s “3.35% Notes due 2020.” The Notes will be limited to an aggregate principal amount ofCdn$300,000,000, subject to the right of the Issuer to reopen such series for issuances of additional securities of such series and except(i) as provided in this Section and (ii) for Securities authenticated and delivered upon registration of transfer of, or in exchange for, orin lieu of, other Securities of the series pursuant to Section 3.05, 3.08, 3.09, 9.05 or 11.07 of the Indenture and except for anySecurities which, pursuant to Section 3.03 of the Indenture, are deemed never to have been authenticated and delivered hereunder. TheNotes (together with the Trustee’s certificate of authentication) shall be substantially in the form of Exhibit A hereto, which is herebyincorporated in and made a part of this Supplemental Indenture. The Notes will be issued in the form of fully registered global securities without coupons (“Global Notes”) that will bedeposited with, or on behalf of, CDS, and registered in the name of CDS or a nominee thereof. Except under the circumstancedescribed below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individualnotes represented thereby, a Global Note may not be transferred except as a whole by CDS to a nominee of CDS or by a nominee ofCDS to CDS or another nominee of CDS or by CDS or any nominee of CDS to a successor depositary or any nominee of suchsuccessor. So long as CDS or its nominee is the registered owner of a Global Note, CDS or such nominee, as the case may be, will beconsidered the sole owner or Holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture.Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of theindividual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical deliveryof any such Notes in definitive form and will not be considered the owners or Holders thereof under the Indenture or this SupplementalIndenture. If CDS is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed bythe Issuer within 120 days, the Issuer will issue individual Notes in exchange for the Global Note or Global Notes representing suchNotes. In addition, the Issuer may at any time and in its sole discretion, subject to certain limitations set forth in the Indenture,determine not to have any of such Notes represented by one or more Global Notes and, in such event, will issue individual Notes inexchange for the Global Note or 4 Global Notes representing the Notes. Individual Notes so issued will be issued in minimum denominations of Cdn$1,000 and integralmultiples of Cdn$1,000. (b) Interest and Interest Rate. The Notes will bear interest at a rate of 3.35% per annum, from November 25, 2015 (or, inthe case of Notes issued upon the reopening of this series of Notes, from the date designated by the Issuer in connection with suchreopening) or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, payablesemiannually in arrears on each May 25 and November 25, commencing May 25, 2016 (each of which shall be an “Interest PaymentDate”), to the Persons in whose names the Notes are registered in the Security Register at the close of business on the May 15 orNovember 15, as the case may be (whether or not a Business Day), next preceding such Interest Payment Date (each, a “RegularRecord Date”). (c) Securities Guarantee. The payment of principal, interest and certain other amounts on the Notes will be fully andunconditionally guaranteed by the Guarantor on a senior unsecured basis as set out in Article 5 of the Base Indenture. Theendorsement of the Guarantor contained in the Form of Global Note attached hereto as Exhibit A constitutes notation of the Guaranteein accordance with Section 5.03 of the Base Indenture. (d) Ranking. The Notes will be the Issuer’s unsecured and unsubordinated obligations and rank equal in right of paymentwith all of the Issuer’s existing and future unsecured and unsubordinated indebtedness. (e) No Sinking Fund. No sinking fund will be provided with respect to the Notes (notwithstanding any provisions of theBase Indenture with respect to sinking fund obligations). (f) No Additional Amounts. Any and all payments made by the Issuer or the Guarantor with respect to the Notes shall bemade without withholding of or deduction for, or on account of, any present or future tax, assessment or governmental charge requiredby applicable law. No additional amounts will be payable with respect to any amount so withheld or deducted in accordance withapplicable law (notwithstanding any provisions of the Base Indenture with respect to Additional Amount obligations), except thoseAdditional Amounts (as defined in the Base Indenture) payable by the Guarantor pursuant to Section 5.01(f) of the Base Indenture asand when such Additional Amounts are payable. (g) Principal Repayment; Currency. The Notes will mature on November 25, 2020 provided, however, the Notes may beearlier redeemed at the option of the Issuer as provided in paragraph (e) below. The principal of each Note payable on its maturity dateand any such interest shall be made at the office or agency of the Paying Agent located at 320 Bay Street, Toronto, Ontario, M5H4A6, in such coin or currency of Canada as at the time of payment is legal tender for the payment of public or private debts. (h) Redemption at the Option of the Issuer. The Notes will be subject to redemption at the option of the Issuer, at any timein whole or from time to time in part, upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of Notes to beredeemed as shown in the Security Register. The redemption price will equal the greater of (i) 100% of the principal amount of the Notes (or portion of such Notes) beingredeemed, and (ii) the Canada Yield Price, in each case plus accrued and unpaid interest thereon to the date of redemption. (i) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been dulygiven three Business Days after the date of delivery if mailed or one Business Day after the date of delivery if transmitted by facsimile.Notices to the Issuer shall be directed to it care of HCN Canadian Holdings GP-1 Ltd. at 1175 Douglas Street, Ste. 1212, Victoria,British Columbia, V9W 2E1, Attention: Matt 5 McQueen, Senior Vice President, Legal; notices to the Guarantor shall be directed to it at 4500 Dorr Street, Toledo, Ohio 43615,Attention: Matt McQueen, Senior Vice President, Legal; notices to the Trustee shall be directed to it at 320 Bay Street, Toronto,Ontario, M5H 4A6, Attention: Corporate Trust Administration re: HCN Canadian Holdings-1 LP 3.35% Notes due 2020; or as toeach party, at such other address as shall be designated by such party in a written notice to the other party. In addition to the foregoing,the Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, pdf, facsimiletransmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbencycertificate listing persons designated to give such instructions or directions and containing specimen signatures of such designatedpersons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from thelisting. If the Obligors elect to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and theTrustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemedcontrolling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s relianceupon and compliance with such instructions notwithstanding such instructions’ conflict or are inconsistent with a subsequent writteninstruction. The Obligors agree to assume all risks arising out of the use of such electronic methods to submit instructions anddirections to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk orinterception and misuse by third parties. (j) Applicability of Discharge, Defeasance and Covenant Defeasance Provisions. The Discharge, Defeasance andCovenant Defeasance provisions in Article Fifteen of the Base Indenture will apply to the Notes. ARTICLE 3 ADDITIONAL COVENANTS Section 3.1 Holders of the Notes shall have the benefit of the following covenants, in addition to the covenants of the Obligorsset forth in the Indenture: (a) The Guarantor will not pledge or otherwise subject to any Lien, any property or assets of the Guarantor or its Subsidiariesunless the Notes are secured by such pledge or Lien equally and ratably with all other obligations secured thereby so long as such otherobligations shall be so secured; provided, however, that such covenant shall not apply to the following: (i) Liens securing obligations that do not in the aggregate at any one time outstanding exceed 40% of the sum of (A)the Total Assets of the Guarantor and its consolidated subsidiaries as of the end of the calendar year or quarter covered in theGuarantor’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with theCommission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of suchadditional Liens and (B) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of anysecurities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgagesreceivable or used to reduce Indebtedness), by the Guarantor or any Subsidiary since the end of such calendar quarter,including those proceeds obtained in connection with the incurrence of such additional Liens; (ii) Pledges or deposits by the Guarantor or its Subsidiaries under workers’ compensation laws, unemploymentinsurance laws, social security laws, or similar legislation, or good faith deposits in connection with bids, tenders, contracts(other than for the payment of Indebtedness of the Guarantor or its Subsidiaries), or leases to which the Guarantor or any of itsSubsidiaries is a party, or deposits to 6 secure public or statutory obligations of the Guarantor or its Subsidiaries or deposits of cash or Canadian GovernmentObligations to secure surety, appeal, performance or other similar bonds to which the Guarantor or any of its Subsidiaries is aparty, or deposits as security for contested taxes or import duties or for the payment of rent; (iii) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens, or Liens arising outof judgments or awards against the Guarantor or any of its Subsidiaries which the Guarantor or such Subsidiary at the timeshall be currently prosecuting an appeal or proceeding for review; (iv) Liens for taxes not yet subject to penalties for non-payment and Liens for taxes the payment of which is beingcontested in good faith and by appropriate proceedings; (v) Minor survey exceptions, minor encumbrances, easements or reservations of, or rights of, others for rights of way,highways and railroad crossings, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning orother restrictions as to the use of real properties; (vi) Liens incidental to the conduct of the business of the Guarantor or any Subsidiary or to the ownership of theirrespective properties that were not incurred in connection with Indebtedness of the Guarantor or such Subsidiary, all of whichLiens referred to in this clause (vi) do not in the aggregate materially impair the value of the properties to which they relate ormaterially impair their use in the operation of the business taken as a whole of the Guarantor and its Subsidiaries, and as to allof the foregoing referenced in clauses (ii) through (vi), only to the extent arising and continuing in the ordinary course ofbusiness; (vii) Purchase money Liens on property acquired or held by the Guarantor or its Subsidiaries in the ordinary course ofbusiness, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of such property;provided, however, that (A) any such Lien attaches concurrently with or within 20 days after the acquisition thereof, (B) suchLien attaches solely to the property so acquired in such transaction, (C) the principal amount of the Indebtedness securedthereby does not exceed 100% of the cost of such property and (D) the aggregate amount of all such Indebtedness on aconsolidated basis for the Guarantor and its Subsidiaries shall not at any time exceed U.S.$1,000,000; (viii) Liens existing on the Guarantor’s balance sheet as of December 31, 2001; and (ix) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part,of any Lien referred to in the foregoing clauses (ii) through (viii) inclusive; provided, however, that the amount of any and allobligations and Indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time ofsuch extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of theproperty which secured the Lien so extended, renewed or replaced (plus improvements on such property). (b) The Guarantor will not create, assume, incur, or otherwise become liable in respect of, any Indebtedness if the aggregateoutstanding principal amount of Indebtedness of the Guarantor and its consolidated subsidiaries is, at the time of such creation,assumption or incurrence and after giving effect thereto and to any concurrent transactions, greater than 60% of the sum of (i) the TotalAssets of the Guarantor and its consolidated subsidiaries as of the end of the calendar year or quarter covered in the Guarantor’sAnnual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the 7 Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additionalIndebtedness and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securitiesoffering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or usedto reduce Indebtedness), by the Guarantor or any Subsidiary since the end of such calendar quarter, including those proceeds obtainedin connection with the incurrence of such additional Indebtedness. (c) The Guarantor will have or maintain, on a consolidated basis, as of the last day of each of the Guarantor’s fiscal quarters,Interest Coverage of not less than 150%. (d) The Guarantor will maintain, as of the last day of each of the Guarantor’s fiscal quarters and at all times, TotalUnencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Guarantorand its Subsidiaries on a consolidated basis. (e) For purposes of this Section 3, Indebtedness and Debt shall be deemed to be “incurred” by the Guarantor or a Subsidiarywhenever the Guarantor or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. ARTICLE 4 ADDITIONAL EVENTS OF DEFAULT Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section7.01 of the Indenture, each of the following also shall constitute an “Event of Default:” (a) default in the payment of the principal of or any premium on the Notes at Maturity; (b) there shall occur a default under any bond, debenture, note or other evidence of indebtedness of an Obligor, or under anymortgage, indenture or other instrument of an Obligor (including a default with respect to Securities of any series other than that series)under which there may be issued or by which there may be secured any indebtedness of an Obligor (or by any Subsidiary, therepayment of which the Issuer has guaranteed or for which the Issuer is directly responsible or liable as obligor or guarantor), whethersuch indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amountexceeding U.S.$10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period withrespect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding U.S.$10,000,000 becoming orbeing declared due and payable prior to the date on which it would otherwise have become due and payable, without suchindebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after thereshall have been given, by first class mail or electronically, as applicable, to the Obligors by the Trustee or to the Obligors and theTrustee by the Holders of at least a majority in principal amount of the Outstanding Notes a written notice specifying such default andrequiring the Obligors, as applicable to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulledand stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Issuer, the Guarantor,or any of the Guarantor’s or the Issuer’s Subsidiaries in an aggregate amount (excluding amounts covered by insurance) in excess of$10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excludingamounts covered by insurance) in excess of $10,000,000 for a period of 30 consecutive days.8 Section 4.2 Notwithstanding any provisions to the contrary in the Indenture, upon the acceleration of the Notes in accordancewith Section 7.02 of the Indenture, the amount immediately due and payable in respect of the Notes shall equal the Outstandingprincipal amount thereof, plus accrued and unpaid interest, plus the Canada Yield Price. ARTICLE 5 EFFECTIVENESS Section 5.1 This Supplemental Indenture shall be effective for all purposes as of the date and time this Supplemental Indenturehas been executed and delivered by the Obligors and the Trustee in accordance with Article Nine of the Indenture. As supplementedhereby, the Indenture is hereby confirmed as being in full force and effect. ARTICLE 6 NOTICE TO TRUSTEE Section 6.1 Notwithstanding anything to the contrary in the Indenture including, without limitation, Section 13.02 thereof, inconnection with the redemption at the election of the Issuer, the Issuer shall notify the Trustee of the establishment of a RedemptionDate and the principal amount of Notes to be redeemed at least 5 days prior to the date on which notice is transmitted under Section2.1(h), unless a shorter period shall be satisfactory to the Trustee. ARTICLE 7 MISCELLANEOUS Section 7.1 In the event any provision of this Supplemental Indenture shall be held invalid or unenforceable by any court ofcompetent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof or any provision of theIndenture. Section 7.2 To the extent that any terms of this Supplemental Indenture or the Notes are inconsistent with the terms of theIndenture, the terms of this Supplemental Indenture or the Notes shall govern and supersede such inconsistent terms. Section 7.3 This Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province ofOntario, except for Section 2.1(c) hereof, which shall be governed by and construed in accordance with the laws of the state of NewYork. Section 7.4 This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all ofwhich shall constitute but one and the same instrument. Section 7.5 The Trustee shall not be responsible for the validity or sufficiency of this Supplemental Indenture, or for the recitalscontained herein, all of which shall be taken as statements of the Obligors. Section 7.6 In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines andinterpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Issuer agrees (a) to provideto the Trustee sufficient information about Holders or other applicable 9 parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it hastax-related obligations under Applicable Law, (b) that the Trustee shall be entitled to make any withholding or deduction frompayments under the Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability,and (c) to hold harmless the Trustee any losses it may suffer due to the actions it takes to comply with such Applicable Law. Theterms of this Section 7.6 shall survive the termination of the Indenture. Section 7.7 The Trustee shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up anypayment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. 10 IN WITNESS WHEREOF, the Obligors and the Trustee have caused this Supplemental Indenture to be executed in theirrespective corporate names as of the date first above written. HCN CANADIAN HOLDINGS-1 LP, by its general partner HCN Canadian Holdings GP-1Ltd. By: /s/ Scott A. Estes Name: Scott A. EstesTitle: Executive Vice President and Chief Financial Officer 11 WELLTOWER INC. By: /s/ Scott A. Estes Name: Scott A. EstesTitle: Executive Vice President and Chief Financial Officer 12 BNY TRUST COMPANY OF CANADA, as Trustee By: /s/ Farhan Mir______ Name: Farhan MirTitle: Authorized Signatory 13 Exhibit A FORM OF GLOBAL NOTE [Form of Face of Security]This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of aDepositary or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer ofthis Security in whole or in part may be registered, in the name of any Person other than such Depositary or a nominee thereof, exceptin the limited circumstances described in the Indenture. Every Security authenticated and delivered upon registration of, transfer of, inexchange for, or in lieu of, this Security shall be a Global Security subject to the foregoing, except in the limited circumstancesdescribed in the Indenture. Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) forregistration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., orin such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such otherentity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has aproperty interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold,transfer or deal with this certificate. HCN CANADIAN HOLDINGS-1 LP 3.35% Notes due November 25, 2020Certificate No. 1 CUSIP No. 40416RAA2 Cdn$300,000,000 HCN Canadian Holdings-1 LP, a limited partnership duly organized and existing under the laws of Ontario (herein called the“Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises topay to CDS, or registered assigns, the principal sum of three-hundred million dollars on November 25, 2015, and to pay interestthereon from November 25, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for,semi-annually on May 25 and November 25 in each year, commencing May 25, 2016 at the rate of 3.35% per annum, until theprincipal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on anyInterest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or morePredecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be on the May15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any suchinterest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date andmay either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close ofbusiness on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be givento Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawfulmanner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and uponsuch notice as may be required by such exchange, all as more fully provided in said Indenture. 1 Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency ofthe Issuer maintained for that purpose in the Province of Ontario, or elsewhere as provided in the Indenture, in such coin or currency ofCanada as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of theIssuer payment of interest may be made by electronic wire transfer or by check mailed to the address of the Person entitled thereto assuch address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shallfor all purposes have the same effect as if set forth at this place. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Security, or because ofany indebtedness evidenced hereby or thereby, shall be had against any promoter, as such, or against any past, present or futureshareholder, officer or director, as such, of the General Partner, in its capacity as general partner of the Issuer or of any successor, eitherdirectly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of anyassessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by theacceptance of this Security by the Holder thereof and as part of the consideration for the issue of the Securities of this series. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manualsignature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate seal. Dated: l HCN CANADIAN HOLDINGS-1 LP, by its general partner HCN CanadianHoldings GP-1 Ltd. By: Name: Title: 2 ENDORSEMENT OF THE GUARANTOR The Guarantor does hereby fully and unconditionally guarantee the payment of principal, interest and certain other amounts on theNotes in accordance with Section 2.1(c) of the Supplemental Indenture, and as set out in Article 5 of the Base Indenture. Thisendorsement is intended to be attached to the Global Note and, when so attached, shall constitute an endorsement thereof. Dated:________________ WELLTOWER INC.Per: Name: Title: 3 CERTIFICATE OF AUTHENTICATION Dated: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. BNY TRUST COMPANY OF CANADA, as Trustee By: Authorized Signatory 4 [Form of Reverse of Security] 1. General. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”),issued and to be issued in one or more series under an Indenture, dated as of November 25, 2015 (as amended, supplemented orotherwise modified from time to time, the “Base Indenture”), as supplemented by First Supplemental Indenture, dated as ofNovember 25, 2015 (as amended, supplemented or otherwise modified from time to time, the “Supplemental Indenture” and theBase Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), among the Issuer, the Guarantor and BNY TrustCompany of Canada, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), andreference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunderof the Issuer, the Guarantor, the Trustee, the holders of Senior Debt and the Holders of the Securities and of the terms upon which theSecurities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. 2. Optional Redemption. The Securities of this series are subject to redemption, at any time or from time to time, as awhole or in part, at the election of the Issuer upon not less than 15 nor more than 30 days’ notice transmitted to each Holder. If theSecurities are redeemed prior to maturity the redemption price will equal the greater of (i) 100% of the principal amount of theSecurities (or portion of such Notes) being redeemed, and (ii) the Canada Yield Price, in each case plus accrued and unpaid interestthereon to the date of redemption. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for theunredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 3. Defeasance. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security orcertain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditionsset forth in the Indenture. 4. Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, theprincipal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 5. Actions of Holders. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and themodification of the rights and obligations of the Obligors and the rights of the Holders of the Securities of each series to be affectedunder the Indenture at any time by the Obligors and the Trustee with the consent of the Holders of not less than a majority in principalamount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting theHolders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holdersof all Securities of such series, to waive compliance by the Obligors with certain provisions of the Indenture and certain past defaultsunder the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive andbinding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transferhereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute anyproceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless suchHolder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of thisseries, the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have madewritten request to the 5 Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and theTrustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding adirection inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice,request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcementof any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 6. Payments Not Impaired. No reference herein to the Indenture and no provision of this Security or of the Indenture shallalter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest onthis Security at the times, place and rate, and in the coin or currency, herein prescribed. 7. Denominations, Transfer, Exchange. As provided in the Indenture and subject to certain limitations therein set forth, thetransfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office oragency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by,or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holderhereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, ofauthorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of Cdn$1,000 and anyintegral multiple of Cdn$1,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this seriesare exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorizeddenomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sumsufficient to cover any tax or other governmental charge payable in connection therewith. 8. Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Issuer, the Trusteeand any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for allpurposes, whether or not this Security be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice tothe contrary. 9. Defined Terms. All terms used in this Security which are defined in the Indenture shall have the meanings assigned tothem in the Indenture. 10. Governing Law. The Indenture and the Note shall be deemed to be a contract made under the laws of the Province ofOntario, and for all purposes shall be construed in accordance with the laws of said province, except for Article 5 of the Base Indentureand Section 2.1(c) of the Supplemental Indenture, which shall be construed in accordance with the laws of the state of New York. 11. CUSIP Number. Pursuant to a recommendation promulgated by the Committee on Uniform Security IdentificationProcedures, the Issuer has caused CUSIP numbers to be printed on the Securities as a convenience to the Holders of the Securities. Norepresentation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may beplaced only on the other identification numbers printed hereon.6 REGISTRATION PANEL_______________________________________________________________________(No writing hereon except by the Trustee) _______________________________________________________________________Date of Registry In Whose Name Registered Signature of Trustee NOTATION OF PARTIAL REDEMPTIONS_______________________________________________________________________(No writing hereon except by the Trustee) _______________________________________________________________________Date \ Amount Redeemed \ Balance of Principal Amount Unpaid \ Signature of Trustee 7 [ASSIGNMENT FORM] ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they werewritten out in full according to applicable laws or regulations: TEN COM -- as tenants in commonTEN ENT -- as tenants by the entiretiesJT TEN -- as joint tenants with right of survivorship and not as tenants in commonUNIF GIFT MIN ACT -- __________ Custodian _______ (Cust) (Minor) Under Uniform Gifts to Minors Act ___________ (State) Additional abbreviations may also be used though not in the above list. -------------------------------------- FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)and transfer(s) unto_____________________________________________________________________________PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _____________________________________________________________________________PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE the within security and all rights thereunder, hereby irrevocably constituting and appointing_____________________________________________________________ Attorney to transfer said security on the books of theIssuer with full power of substitution in the premises. Dated:_________________________ Signed:__________________________________ Notice: The signature to this assignmentmust correspond with the name as it appearsupon the face of the within security inevery particular, without alteration orenlargement or any change whatever. Signature Guarantee*:_______________________ * Participant in a recognized SignatureGuarantee Medallion Program (or othersignature guarantor acceptable to theTrustee). 8 EXHIBIT 12 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXEDCHARGES AND PREFERRED STOCK DIVIDENDS (UNAUDITED) Year Ended December 31,(dollars in thousands) 2011 2012 2013 2014 2015Earnings: Pretax income from continuing operations beforeadjustment for income or loss from equity investees(1) $112,203 $185,912 $102,245 $384,213 $636,117Fixed charges 290,240 359,947 460,918 485,762 498,253Capitalized interest (13,164) (9,777) (6,700) (7,150) (8,670)Amortized premiums, discounts and capitalized expensesrelated to indebtedness 13,905 11,395 4,142 2,427 2,586Noncontrolling interest in pre-tax income of subsidiaries thathave not incurred fixed charges 4,894 2,415 6,770 (147) (4,799)Earnings $408,078 $549,892 $567,375 $865,105 $1,123,487 Fixed charges: Interest expense(1) $290,981 $361,565 $458,360 $481,039 $492,169Capitalized interest 13,164 9,777 6,700 7,150 8,670Amortized premiums, discounts and capitalized expensesrelated to indebtedness (13,905) (11,395) (4,142) (2,427) (2,586)Fixed charges $290,240 $359,947 $460,918 $485,762 $498,253 Consolidated ratio of earnings to fixed charges 1.41 1.53 1.23 1.78 2.25 Earnings: Pretax income from continuing operations beforeadjustment for income or loss from equity investees(1) $112,203 $185,912 $102,245 $384,213 $636,117Fixed charges 290,240 359,947 460,918 485,762 498,253Capitalized interest (13,164) (9,777) (6,700) (7,150) (8,670)Amortized premiums, discounts and capitalized expensesrelated to indebtedness 13,905 11,395 4,142 2,427 2,586Noncontrolling interest in pre-tax income of subsidiaries thathave not incurred fixed charges 4,894 2,415 6,770 (147) (4,799)Earnings $408,078 $549,892 $567,375 $865,105 $1,123,487 Fixed charges: Interest expense(1) $290,981 $361,565 $458,360 $481,039 $492,169Capitalized interest 13,164 9,777 6,700 7,150 8,670Amortized premiums, discounts and capitalized expensesrelated to indebtedness (13,905) (11,395) (4,142) (2,427) (2,586)Fixed charges 290,240 359,947 460,918 485,762 498,253Preferred stock dividends 60,502 69,129 66,336 65,408 65,406Combined fixed charges and preferred stock dividends $350,742 $429,076 $527,254 $551,170 $563,659 Consolidated ratio of earnings to combined fixed chargesand preferred stock dividends 1.16 1.28 1.08 1.57 1.99 (1) We have reclassified the income and expenses attributable to the properties sold prior to or held for sale at January 1, 2014 to discontinued operations.  EXHIBIT 21 Subsidiary NameJurisdiction of Organization0722548 B.C. Ltd.British Columbia1 Sutphin Drive Associates, LLCWest Virginia10 Devon Drive Acton LLCDelaware100 Knoedler Road, LLCDelaware1000 Aston Gardens Drive, LLCDelaware101 Bickford Extension Avon LLCDelaware101 Membership Company of Maryland, Inc.Maryland101 Membership Company of West Virginia, Inc.West Virginia101 Membership Holding Company I of Pennsylvania, Inc.Pennsylvania101052983 Saskatchewan Ltd.Saskatchewan1011 E. Pecan Grove Road, LLCDelaware10225 Cypresswood Drive, LLCDelaware10475 Wilshire Boulevard Borrower, LLCDelaware10475 Wilshire Boulevard, LLCDelaware10600 East 13th Street North, LLCDelaware111 Lazelle Road East, LLCDelaware111 South Shore Drive East Haven LLCDelaware1110 E. Westview Court, LLCDelaware1111 W. College Parkway, LLCDelaware1118 N. Stoneman Avenue, LLCDelaware11320 North Council Road, LLCDelaware1133 Black Rock Road, LLCDelaware1160 Elm Street Rocky Hill LLCDelaware1160 Main Street Leominster LLCDelaware1185 Davidson Road, LLCDelaware1205 North Church Street, LLCDelaware1221 Seventh Street, LLCDelaware1231356 Ontario LimitedOntario12429 Scofield Farms Drive, LLCDelaware1250 West Pioneer Parkway, LLCDelaware126 Smith Street Waltham LLCDelaware12951 W. Linebaugh Avenue, LLCDelaware130 Buena Vista Street, LLCDelaware1301489 Ontario LimitedOntario13075 Evening Creek Drive South, LLCDelaware1311 Aston Gardens Court, LLCDelaware1312417 Ontario LimitedOntario132 Warwick Road, LLCDelaware13200 South May Avenue, LLCDelaware1329 Brown Street, LLCDelaware1340 N. Washington Boulevard, LLCDelaware1405 Limekiln Pike, LLCDelaware1425 Yorkland Road LLCDelaware143 West Franklin Avenue, LLCDelaware1460 Johnson Ferry Road, LLCDelaware14707 Northville Road, LLCDelaware15 Edison Road, LLCDelaware1500 Borden Road, LLCDelaware1528670 Ontario LimitedOntario153 Cardinal Drive Agawam LLCDelaware1530 Needmore Holdings, LLCDelaware15401 North Pennsylvania Avenue, LLCDelaware155 Raymond Road, LLCDelaware1565 Virginia Ranch Road, LLCDelaware157 South Street Plymouth LLCDelaware1574 Creekside Drive Folsom, LLCCalifornia1600 Center Road, LLCDelaware1710 S.W. Health Parkway, LLCDelaware1730 10 Avenue Property Inc.British Columbia1785 Freshley Avenue, LLCDelaware180 Scott Road Waterbury LLCDelaware1818 Martin Drive, LLCDelaware1850 Crown Park Court, LLCDelaware1920 Cleveland Road West, LLCDelaware1931 Southwest Arvonia Place, LLCDelaware1936 Brookdale Road, LLCDelaware199 Chelmsford Street Chelmsford LLCDelaware2 Technology Drive North Chelmsford LLCDelaware20 Academy Lane LLCDelaware20 Charnstaffe Lane Billerica LLCDelaware2003 Falls Boulevard Quincy LLCDelaware2005 Route 22 West, LLCDelaware2021 Highway 35, LLCDelaware2035244 Ontario Inc.Ontario2050 North Webb Road, LLCDelaware209 Merriman Road, L.L.C.Delaware21 Bradley Road Woodbridge LLCDelaware2101 New Hope Street, LLCDelaware2118 Greenspring, LLCDelaware2151 Green Oaks Road, LLCDelaware22 Richardson Road Centerville LLCDelaware220 North Clark Drive, LLCDelaware222 East Beech Street - Jefferson, L.L.C.Delaware2281 Country Club Drive, LLCDelaware22955 Eastex Freeway, LLCDelaware2300 Washington Street Newton LLCDelaware231 Courtyard Boulevard, LLCDelaware2325 Rockwell Drive, LLCDelaware2340829 Ontario Inc.Ontario2340830 Ontario Inc.Ontario2387 Boston Road Wilbraham LLCDelaware240 E. Third Street, LLCDelaware2419 North Euclid Avenue Upland, LLCCalifornia242 Main Street Salem LLCDelaware246A Federal Road Brookfield LLCDelaware25 Cobb Street Mansfield LLCDelaware254 Amesbury Road Haverhill LLCDelaware2695 Valleyview Boulevard, LLCDelaware27 Forest Falls Drive Yarmouth LLCDelaware27 Woodvale Road, LLCDelaware2750 Reservoir Avenue Trumbull LLCDelaware280 Newtonville Avenue Newton LLCDelaware2800 60th Avenue West, LLCDelaware2860 Country Drive, LLCDelaware2929 West Holcombe Boulevard, LLCDelaware300 Pleasant Street Concord LLCDelaware300 St. Albans Drive, LLCDelaware303 Valley Road Middletown LLCDelaware311 E. Hawkins Parkway, LLCDelaware311 Main Street Shrewsbury LLCDelaware311 Route 73, LLCDelaware3117 E. Chaser Lane, LLCDelaware3213 45th Street Court NW, LLCWashington3220 Peterson Road, LLCDelaware3300 57 Avenue Property Inc.British Columbia331 Holt Lane Associates, LLCWest Virginia340 May Street Worcester LLCDelaware35 Fenton Street, LLCDelaware35 Hamden Hills Drive Hamden LLCDelaware350 Locust Drive, LLCDelaware3535 Manchester Avenue Borrower, LLCDelaware3535 Manchester Avenue, LLCDelaware3535 N. Hall Street, LLCDelaware36101 Seaside Boulevard, LLCDelaware3650 Southeast 18th Avenue, LLCDelaware369 East Mount Pleasant Avenue, LLCDelaware3902 47 Street Property Inc.British Columbia4 Forge Hill Road Franklin LLCDelaware4004 40 Street Property Inc.British Columbia402 South Colonial Drive, LLCDelaware405 Bedford LLCDelaware41 Springfield Avenue, LLCDelaware415 Bedford LLCDelaware415 Sierra College Drive, LLCDelaware416 Bedford LLCDelaware417 Main Street Niantic LLCDelaware4206 Stammer Place, LLCDelaware422 23rd Street Associates, LLCWest Virginia430 Centre Street Newton LLCDelaware430 North Union Road, LLCDelaware4310 Bee Cave Road, LLCDelaware4315 Johns Creek Parkway, LLCDelaware432 Buckland Road South Windsor LLCDelaware435 Bedford LLCDelaware438 23rd Street Associates, LLCWest Virginia4400 West 115th Street, LLCDelaware4402 South 129th Avenue West, LLCDelaware4500 Dorr Street Holdings, LLCDelaware4775 Village Drive, LLCDelaware4800 Aston Gardens Way, LLCDelaware4855 Snyder Lane, LLCDelaware5 Corporate Drive Bedford LLCDelaware5 Rolling Meadows Associates, LLCWest Virginia50 Sutherland Road Brighton LLCDelaware50 Town Court, LLCDelaware500 Seven Fields Boulevard, LLCDelaware504 North River Road, LLCDelaware505 North Maize Road, LLCDelaware511 Kensington Avenue Meriden LLCDelaware515 Jack Martin Boulevard, LLCDelaware5165 Summit Ridge Court, LLCDelaware5166 Spanson Drive SE, LLCDelaware5301 Creedmoor Road, LLCDelaware5430 37A Avenue Property Inc.British Columbia5455 Glenridge Drive, NE, LLCDelaware5521 Village Creek Drive, LLCDelaware5550 Old Jacksonville Highway, LLCDelaware557140 B.C. Ltd.British Columbia5600 Sunrise Crescent Property Inc.British Columbia5700 Karl Road, LLCDelaware5902 North Street, LLCDelaware5999 N. University Drive, LLCDelaware616 Lilly Road NE, LLCWashington640 Danbury Road Ridgefield LLCDelaware645 Saybrook Road Middletown LLCDelaware655 Mansell Road, LLCDelaware660 7 Street Property Inc.British Columbia6605 Quail Hollow Road, LLCDelaware674 West Hollis Street Nashua LLCDelaware680 Mountain Boulevard, LLCDelaware6821 50 Avenue Property Inc.British Columbia687 Harbor Road Shelburne LLCDelaware6949 Main Street, LLCDelaware699 South Park Associates, LLCWest Virginia700 Chickering Road North Andover LLCDelaware700 Smith Street Providence LLCDelaware7001 Forest Avenue, LLCDelaware701 Market Street, LLCDelaware721 Hickory Street, LLCDelaware7231 East Broadway, LLCDelaware7278 Rosemount Circle, LLCDelaware731 Old Buck Lane, LLCDelaware75 Minnesota Avenue Warwick LLCDelaware750 North Collegiate Drive, LLCDelaware7610 Isabella Way, LLCDelaware77 Plains Road LLCDelaware7900 Creedmoor Road, LLCDelaware7902 South Mingo Road East, LLCDelaware7950 Baybranch Drive, LLCDelaware799 Yellowstone Drive, LLCDelaware800 Canadian Trails Drive, LLCDelaware800 Oregon Street, LLCDelaware8010 East Mississippi Avenue, LLCDelaware8220 Natures Way, LLCDelaware831 Santa Barbara Boulevard, LLCDelaware867 York Road Associates, LLCPennsylvania9 Summer Street Danvers LLCDelaware90 Avenue S.W. Property Inc.British Columbia90 West Avenue, LLCDelaware901 Florsheim Drive, LLCDelaware9108-9458 Quebec Inc.Quebec9128-6757 Quebec Inc.Quebec9131-6844 Quebec Inc.Quebec9168-0215 Quebec Inc.Quebec9188-4502 Quebec Inc.Quebec9189-2042 Quebec Inc.Quebec935 Union Lake Road, LLCDelaware965 Hager Drive, LLCDelaware9802 48th Drive NE, LLCDelawareAberdeen Commercial Center Association, Inc.FloridaAcacia Lodge LtdIsland of JerseyAcacia Mews LtdIsland of JerseyAcademy Nursing Home, Inc.MassachusettsAcer Court LtdIsland of JerseyAcer House LtdIsland of JerseyAcorn Lodge LtdIsland of JerseyADS/Multicare, Inc.DelawareAL California GP, LLCDelawareAL California GP-II, LLCDelawareAL California GP-III, LLCDelawareAL Santa Monica Senior Housing, LPDelawareAL U.S. Development Venture, LLCDelawareAL U.S. Pool One, LLCDelawareAL U.S. Pool Three, LLCDelawareAL U.S. Pool Two, LLCDelawareAL U.S./Bonita II Senior Housing, L.P.CaliforniaAL U.S./GP Woods II Senior Housing, LLCDelawareAL U.S./Huntington Beach Senior Housing, L.P.CaliforniaAL U.S./LaJolla II Senior Housing, L.P.CaliforniaAL U.S./LaPalma II Senior Housing, L.P.CaliforniaAL U.S./Playa Vista Senior Housing, L.P.CaliforniaAL U.S./Sacramento II Senior Housing, L.P.CaliforniaAL U.S./San Gabriel Senior Housing, L.P.CaliforniaAL U.S./Seal Beach Senior Housing, L.P.CaliforniaAL U.S./Studio City Senior Housing, L.P.CaliforniaAL U.S./Woodland Hills Senior Housing, L.P.CaliforniaAlberta Acres Facility Inc.OntarioAlex & Main, L.P.IndianaAMCO I, LLCWisconsinAmherst View (Bath Road) Facility Inc.OntarioApple Valley Operating Corp.MassachusettsARC Denver Monaco, LLCDelawareARC Minnetonka, LLCDelawareARC Overland Park, LLCDelawareARC Roswell, LLCDelawareARC Sun City West, LLCDelawareARC Tanglewood, LLCDelawareARC Tucson, LLCDelawareArcadia AssociatesMassachusettsArnprior Villa Facility Inc.OntarioASL, Inc.MassachusettsAU-HCU Holdings, LLCDelawareAurora Propco 1 LimitedUnited KingdomAurora Propco 2 LimitedUnited KingdomBadger RE Portfolio I, LLCWisconsinBadger RE Portfolio II, LLCWisconsinBadger RE Portfolio III, LLCWisconsinBadger RE Portfolio IV, LLCWisconsinBadger RE Portfolio V, LLCWisconsinBAL Colts Neck LLCDelawareBAL Fenwick Island LLCDelawareBAL Governor's Crossing LLCDelawareBAL Holdings I, LLCDelawareBAL Holdings II, LLCDelawareBAL Holdings III, LLCDelawareBAL Holdings VII, LLCDelawareBAL Howell LLCDelawareBAL Longwood LLCPennsylvaniaBAL Reflections LLCDelawareBAL Savoy Little Neck LLCDelawareBAL Sycamore LLCDelawareBAL Toms River LLCDelawareBallard Healthcare Investors, LLCDelawareBardstown Physicians LLCDelawareBaton Rouge LA Senior Living Owner, LLCDelawareBayfield Court Operations LimitedUnited KingdomBel Air Healthcare Investors, LLCDelawareBel Air Property Development, LLCDelawareBellevue Healthcare Properties, LLCDelawareBellevue Physicians, LLCDelawareBelmont Village Buckhead Tenant, LLCDelawareBelmont Village Buffalo Grove Tenant, LLCDelawareBelmont Village Buffalo Grove, L.L.C.DelawareBelmont Village Burbank Tenant, LLCDelawareBelmont Village Burbank, LLCDelawareBelmont Village California Holdings, L.L.C.DelawareBelmont Village Cardiff Tenant, LLCDelawareBelmont Village Carol Stream, L.L.C.DelawareBelmont Village Encino Tenant, LLCDelawareBelmont Village Encino, LLCDelawareBelmont Village Geneva Road Tenant, LLCDelawareBelmont Village Glenview Tenant, LLCDelawareBelmont Village Glenview, L.L.C.DelawareBelmont Village Green Hills Tenant, LLCDelawareBelmont Village Hollywood Tenant, LLCDelawareBelmont Village Hollywood, LLCDelawareBelmont Village Johns Creek Tenant, LLCDelawareBelmont Village Landlord 3, LLCDelawareBelmont Village Landlord, LLCDelawareBelmont Village Memphis Tenant, LLCDelawareBelmont Village Oak Park Tenant, LLCDelawareBelmont Village Oak Park, L.L.C.DelawareBelmont Village Rancho Palos Verdes Tenant, LLCDelawareBelmont Village RPV, LLCDelawareBelmont Village Sabre Springs Tenant, LLCDelawareBelmont Village San Jose Tenant, LLCDelawareBelmont Village San Jose, LLCDelawareBelmont Village St. Matthews Tenant, LLCDelawareBelmont Village St. Matthews, L.L.C.DelawareBelmont Village Sunnyvale Tenant, LLCDelawareBelmont Village Sunnyvale, LLCDelawareBelmont Village Tenant 2, LLCDelawareBelmont Village Tenant 3, LLCDelawareBelmont Village Tenant, LLCDelawareBelmont Village Turtle Creek Tenant, LLCDelawareBelmont Village West Lake Hills Tenant, LLCDelawareBelmont Village West University Tenant, LLCDelawareBelmont Village Westwood Tenant, LLCDelawareBenchmark Investments X LLCDelawareBenchmark Investments XI LLCDelawareBenchmark Investments XII LLCDelawareBerkeley Haven Limited PartnershipWest VirginiaBerks Nursing Homes, Inc.PennsylvaniaBettendorf Physicians, LLCDelawareBKD-HCN Landlord, LLCDelawareBKD-HCN Tenant, LLCDelawareBloomfield South MI Senior Living Owner, LLCDelawareBoardman Physicians LLCDelawareBoulder Assisted Living, L.L.C.DelawareBrandall Central Avenue, LLCDelawareBrewer Holdco, Inc.DelawareBreyut Convalescent Center, L.L.C.New JerseyBrierbrook Partners, LLCTennesseeBrinton Manor, Inc.DelawareBrockport Operations, Inc.VirginiaBrockport Tenant, LLCDelawareBrockville Facility Inc.OntarioBrooklyn Healthcare Investors, LLCDelawareBroomfield CO Senior Living Owner, LLCDelawareBSL Huntington Terrace LLCDelawareBuckhead GA Senior Living Owner, LLCDelawareBurlington Woods Convalescent Center, Inc.New JerseyBurnsville Healthcare Properties, LLCDelawareBushey Property Holdings S.a.r.l.LuxembourgB-X Agawam LLCDelawareB-X Avon LLCDelawareB-X Brighton LLCDelawareB-X Brookfield LLCDelawareB-X Centerville LLCDelawareB-X Concord LLCDelawareB-X Danvers LLCDelawareB-X East Haven LLCDelawareB-X Hamden LLCDelawareB-X Mansfield LLCDelawareB-X Meriden LLCDelawareB-X Middletown CT LLCDelawareB-X Middletown RI LLCDelawareB-X Milford LLCDelawareB-X Mystic LLCDelawareB-X Newton LLCDelawareB-X Newton Lower Falls LLCDelawareB-X Newtonville LLCDelawareB-X Niantic LLCDelawareB-X North Andover LLCDelawareB-X North Chelmsford LLCDelawareB-X Operations Holding Company LLCDelawareB-X Providence LLCDelawareB-X Quincy LLCDelawareB-X Rocky Hill LLCDelawareB-X Salem LLCDelawareB-X Shelburne LLCDelawareB-X South Windsor LLCDelawareB-X Trumbull LLCDelawareB-X Warwick LLCDelawareB-X Waterbury LLCDelawareB-X Wilbraham LLCDelawareB-X Willows Cottages LLCDelawareB-X Willows Cottages Trustee LLCDelawareB-X Woodbridge LLCDelawareB-X Worcester LLCDelawareB-X Yarmouth LLCDelawareB-XI Acton LLCDelawareB-XI Bedford LLCDelawareB-XI Franklin LLCDelawareB-XI Operations Holding Company LLCDelawareB-XII Billerica LLCDelawareB-XII Chelmsford LLCDelawareB-XII Danvers LLCDelawareB-XII Haverhill LLCDelawareB-XII Leominster LLCDelawareB-XII Nashua LLCDelawareB-XII Operations Holding Company LLCDelawareB-XII Plymouth LLCDelawareB-XII Ridgefield LLCDelawareB-XII Shrewsbury LLCDelawareB-XII Waltham LLCDelawareCAL-GAT Limited PartnershipFloridaCAL-LAK Limited PartnershipFloridaCamelia Care LimitedUnited KingdomCanoga Park Assisted Living L.L.C.DelawareCanterbury of Shepherdstown Limited PartnershipWest VirginiaCassils Road West Property Inc.British ColumbiaCastle Rock Healthcare Investors, LLCDelawareCatonsville Meridian Limited PartnershipMarylandCC3 Acquisition TRS Corp.DelawareCC3 Acquisition, LLCDelawareCC3 Facility Owner GP, LLCDelawareCC3 Facility Owner Holding, LLCDelawareCC3 MEZZ A, LLCDelawareCC3 MEZZ B, LLCDelawareCC3 MEZZ C, LLCDelawareCC3 MEZZ D, LLCDelawareCC3 MEZZ E, LLCDelawareChurchill Facility Inc.OntarioCincinnati Physicians, LLCDelawareClaremont Facility Inc.OntarioCliftonville LtdIsland of JerseyColson & Colson LimitedUnited KingdomColumbia Boulevard West Property Inc.British ColumbiaCompassus Management Holdings, LLCDelawareConcord Health Group, Inc.DelawareCongress Professional Center Property Owners Association, Inc.FloridaCoon Rapids Healthcare Investors, LLCDelawareCooper Holding, LLCFloridaCooper, LLCDelawareCPF Landlord, LLCDelawareCrestview Convalescent Home, Inc.PennsylvaniaCrestview North, Inc.PennsylvaniaCRP/BWN Litchfield, L.L.C.DelawareCSH-HCN (Alexander) Inc.OntarioCSH-HCN (Avondale) Inc.OntarioCSH-HCN (Belcourt) Inc.OntarioCSH-HCN (Christopher) Inc.OntarioCSH-HCN (Fountains) Inc.OntarioCSH-HCN (Gordon) Inc.OntarioCSH-HCN (Heritage) Inc.OntarioCSH-HCN (Kingsville) Inc.OntarioCSH-HCN (Lansing) Inc.OntarioCSH-HCN (Leamington) Inc.OntarioCSH-HCN (Livingston) Inc.OntarioCSH-HCN (Marquis) Inc.OntarioCSH-HCN (McConnell) Inc.OntarioCSH-HCN (Pines) Inc.OntarioCSH-HCN (Rideau) Inc.OntarioCSH-HCN (Royalcliffe) Inc.OntarioCSH-HCN (Scarlett) Inc.OntarioCSH-HCN (Tranquility) Inc.OntarioCSH-HCN Lessee (Alexander) GP Inc.OntarioCSH-HCN Lessee (Alexander) LPOntarioCSH-HCN Lessee (Archer) GP Inc.OntarioCSH-HCN Lessee (Archer) LPOntarioCSH-HCN Lessee (Avondale) GP Inc.OntarioCSH-HCN Lessee (Avondale) LPOntarioCSH-HCN Lessee (Belcourt) GP Inc.OntarioCSH-HCN Lessee (Belcourt) LPOntarioCSH-HCN Lessee (Boulogne) GP Inc.OntarioCSH-HCN Lessee (Boulogne) LPOntarioCSH-HCN Lessee (Chicoutimi) GP Inc.OntarioCSH-HCN Lessee (Chicoutimi) LPOntarioCSH-HCN Lessee (Christopher) GP Inc.OntarioCSH-HCN Lessee (Christopher) LPOntarioCSH-HCN Lessee (Ecores) GP Inc.OntarioCSH-HCN Lessee (Ecores) LPOntarioCSH-HCN Lessee (Fountains) GP Inc.OntarioCSH-HCN Lessee (Fountains) LPOntarioCSH-HCN Lessee (Giffard) GP Inc.OntarioCSH-HCN Lessee (Giffard) LPOntarioCSH-HCN Lessee (Gordon) GP Inc.OntarioCSH-HCN Lessee (Gordon) LPOntarioCSH-HCN Lessee (Harmonie) GP Inc.OntarioCSH-HCN Lessee (Harmonie) LPOntarioCSH-HCN Lessee (Heritage) GP Inc.OntarioCSH-HCN Lessee (Heritage) LPOntarioCSH-HCN Lessee (Imperial) GP Inc.OntarioCSH-HCN Lessee (Imperial) LPOntarioCSH-HCN Lessee (Jonquiere) GP Inc.OntarioCSH-HCN Lessee (Jonquiere) LPOntarioCSH-HCN Lessee (Kingsville) GP Inc.OntarioCSH-HCN Lessee (Kingsville) LPOntarioCSH-HCN Lessee (Lachine) GP Inc.OntarioCSH-HCN Lessee (Lachine) LPOntarioCSH-HCN Lessee (Lansing) GP Inc.OntarioCSH-HCN Lessee (Lansing) LPOntarioCSH-HCN Lessee (l'Atrium) GP Inc.OntarioCSH-HCN Lessee (l'Atrium) LPOntarioCSH-HCN Lessee (Laviolette) GP Inc.OntarioCSH-HCN Lessee (Laviolette) LPOntarioCSH-HCN Lessee (Leamington) GP Inc.OntarioCSH-HCN Lessee (Leamington) LPOntarioCSH-HCN Lessee (l'Ermitage) GP Inc.OntarioCSH-HCN Lessee (l'Ermitage) LPOntarioCSH-HCN Lessee (L'Estrie) GP Inc.OntarioCSH-HCN Lessee (L'Estrie) LPOntarioCSH-HCN Lessee (Livingston) GP Inc.OntarioCSH-HCN Lessee (Livingston) LPOntarioCSH-HCN Lessee (Marquis) GP Inc.OntarioCSH-HCN Lessee (Marquis) LPOntarioCSH-HCN Lessee (McConnell) GP Inc.OntarioCSH-HCN Lessee (McConnell) LPOntarioCSH-HCN Lessee (Notre-Dame) GP Inc.OntarioCSH-HCN Lessee (Notre-Dame) LPOntarioCSH-HCN Lessee (Pines) GP Inc.OntarioCSH-HCN Lessee (Pines) LPOntarioCSH-HCN Lessee (Pointe-aux-Trembles) GP Inc.OntarioCSH-HCN Lessee (Pointe-aux-Trembles) LPOntarioCSH-HCN Lessee (Renaissance) GP Inc.OntarioCSH-HCN Lessee (Renaissance) LPOntarioCSH-HCN Lessee (Rideau) GP Inc.OntarioCSH-HCN Lessee (Rideau) LPOntarioCSH-HCN Lessee (Rive-Sud) GP Inc.OntarioCSH-HCN Lessee (Rive-Sud) LPOntarioCSH-HCN Lessee (Royalcliffe) GP Inc.OntarioCSH-HCN Lessee (Royalcliffe) LPOntarioCSH-HCN Lessee (Saguenay) GP Inc.OntarioCSH-HCN Lessee (Saguenay) LPOntarioCSH-HCN Lessee (Saint-Jerome) GP Inc.OntarioCSH-HCN Lessee (Saint-Jerome) LPOntarioCSH-HCN Lessee (Scarlett) GP Inc.OntarioCSH-HCN Lessee (Scarlett) LPOntarioCSH-HCN Lessee (Tranquility) GP Inc.OntarioCSH-HCN Lessee (Tranquility) LPOntarioCSH-HCN Lessee (Trembles) GP Inc.OntarioCSH-HCN Lessee (Trembles) LPOntarioCSH-HCN Lessee (Wellesley) GP Inc.OntarioCSH-HCN Lessee (Wellesley) LPOntarioCumberland Associates of Rhode Island, L.P.DelawareCW Property Inc.British ColumbiaDawn HoldCo II LimitedIsland of JerseyDawn HoldCo LimitedIsland of JerseyDawn Limited PartnershipIsland of JerseyDawn Opco II LimitedUnited KingdomDawn Opco LimitedUnited KingdomDELM Nursing, Inc.PennsylvaniaDenver Tenant, LLCDelawareDePaul Physicians, LLCDelawareDerby House LtdIsland of JerseyDover ALF, LLCDelawareDover Health Care Associates, Inc.DelawareDRF Bardstown LLCMinnesotaDRF Boardman LLCMinnesotaDRF Bridgeton LLCMinnesotaDRF Durango LLCMinnesotaDRF Fenton LLCMinnesotaDRF Gig Harbor LLCMinnesotaDRF Great Falls LLCMinnesotaDRF Lakewood LLCMinnesotaDRF Lenexa LLCMinnesotaDRF Lincoln LLCMinnesotaDRF LSL LLCMinnesotaDRF Merriam LLCMinnesotaDRF Monticello Medical Building LLCMinnesotaDRF Oklahoma City LLCMinnesotaDRF Shawnee Mission LLCMinnesotaDRF South Valley LLCMinnesotaDRF Southwest Medical Building LLCMinnesotaDRF Westminster LLCMinnesotaDSG-2010 Loans I, Inc.DelawareDSL Landlord, LLCDelawareDSL Tenant, LLCDelawareDublin Senior Community DRV, LLCOklahomaDublin Senior Community WPP, LLCOklahomaEast Meadow A.L., LLCDelawareEaston Meridian Limited PartnershipMarylandEdella Street AssociatesPennsylvaniaEdgemont Facility Inc.OntarioEdison NJ Propco, LLCDelawareElement Acquisition Sub. 3, LLCDelawareEncare of Mendham, L.L.C.New JerseyEncare of Pennypack, Inc.PennsylvaniaEncare of Quakertown, Inc.PennsylvaniaEncare of Wyncote, Inc.PennsylvaniaEPOCH at Hingham Subtenant, LLCDelawareEPOCH at Wellesley Subtenant, LLCDelawareEPOCH at Westford Subtenant, LLCDelawareEPOCH Landlord, LLCDelawareEPOCH Tenant, LLCDelawareFaribault Assisted Living, LLCMinnesotaFC Compassus, LLCDelawareFC PAC Holdings, LLCDelawareFC Trident Investment, LLCDelawareFC Trident, LLCDelawareFCA Finance B Secured Party, LLCDelawareFC-GEN Acquisition Holding, LLCDelawareFC-GEN Acquisition, Inc.DelawareFC-GEN Real Estate, LLCDelawareFC-JEN Leasing, LLCDelawareFCT Health Holdings, LLCDelawareFHC Mount Vernon LLCMinnesotaFieldgate Facility Inc.OntarioFirst Tower Holdco, LLCDelawareFirst Tower Insurance, LLCTennesseeFLA-PALM COURT Limited PartnershipFloridaFleetwood Villa Facility Inc.OntarioFormax Health Holdings, LLCDelawareFrauenshuh Ballard LLCMinnesotaFrauenshuh Burleson LLCDelawareFrauenshuh Greeneville LLCMinnesotaFrauenshuh Harker Heights, LLCDelawareFrauenshuh HealthCare Properties II, LLCDelawareFrauenshuh HealthCare Properties III, LLCDelawareFrauenshuh HealthCare Properties, LLCDelawareFrauenshuh HealthCare Venture Properties, LLCDelawareFrauenshuh Jackson LLCMinnesotaFrauenshuh Killeen LLCMinnesotaFrauenshuh Panther Creek LLCMinnesotaFrauenshuh Springfield LLCMinnesotaFrauenshuh Tacoma LLCDelawareFrauenshuh Temple LLCDelawareG & L Tustin II, LLCDelawareG & L Tustin III, LLCDelawareG&L 4150 Regents LLCDelawareG&L 436 Bedford LLCDelawareG.P. Woods Assisted Living, LLCDelawareGemini Davenport, LLCOklahomaGemini KC Land, L.L.C.OklahomaGemini Las Colinas, L.L.C.OklahomaGemini Romeoville, LLCOklahomaGemini SS Lessee, LLCOklahomaGemini Villa Ventura, L.L.C.OklahomaGemini Wexford, L.L.C.OklahomaGenesis ElderCare Centers - Harston, Inc.PennsylvaniaGenesis ElderCare Corp.DelawareGenesis Eldercare National Centers, Inc.FloridaGenesis Health Ventures of Bloomfield, Inc.PennsylvaniaGenesis Health Ventures of Clarks Summit, Inc.PennsylvaniaGenesis Health Ventures of Massachusetts, Inc.PennsylvaniaGenesis Health Ventures of Naugatuck, Inc.PennsylvaniaGenesis Health Ventures of Salisbury, Inc.PennsylvaniaGenesis Health Ventures of West Virginia, Inc.PennsylvaniaGenesis Health Ventures of West Virginia, L.P.PennsylvaniaGenesis Health Ventures of Wilkes-Barre, Inc.PennsylvaniaGenesis HealthCare Centers Holdings, Inc.DelawareGenesis HealthCare CorporationPennsylvaniaGenesis HealthCare Holding Company I, Inc.DelawareGenesis HealthCare Holding Company II, Inc.DelawareGenesis Meridian 7 Leasing Properties Limited Partnership, L.L.P.VirginiaGenesis Meridian 7 Partnership Holding Company L.L.C.DelawareGenesis Properties of Delaware CorporationDelawareGenesis Properties of Delaware Ltd. Partnership, L.P.DelawareGenesis/Harbor, LLCDelawareGeriatric & Medical Companies, Inc.DelawareGeriatric and Medical Services, Inc.New JerseyGeri-Med Corp.PennsylvaniaGig Harbor Physicians, LLCDelawareGilbert AZ Senior Living Owner, LLCDelawareGlenmark Associates - Dawnview Manor, Inc.West VirginiaGlenmark Associates, Inc.West VirginiaGlenmark Properties I, Limited PartnershipWest VirginiaGlenmark Properties, Inc.West VirginiaGMA - Uniontown, Inc.PennsylvaniaGMA Partnership Holding Company, Inc.West VirginiaGMA-Brightwood, Inc.West VirginiaGMA-Madison, Inc.West VirginiaGrace Lodge Care Holdings S.a.r.l.LuxembourgGrace Lodge Care Operating S.a.r.l.LuxembourgGrace Lodge Care S.a.r.l.LuxembourgGracewell (Newmarket) LimitedUnited KingdomGracewell Healthcare 1 LimitedUnited KingdomGracewell Healthcare 2 LimitedUnited KingdomGracewell Healthcare 3 LimitedUnited KingdomGracewell Healthcare 4 LimitedUnited KingdomGracewell Investment No.2 S.a.r.l.LuxembourgGracewell Investment No.3 S.a.r.l.LuxembourgGracewell Investment No.4 S.a.r.l.LuxembourgGracewell Operations Holdings LimitedUnited KingdomGracewell Properties (Abercorn) S.a.r.l.LuxembourgGracewell Properties (Birmingham) S.a.r.l.LuxembourgGracewell Properties (Church Crookham) S.a.r.l.LuxembourgGracewell Properties (Fareham) S.a.r.l.LuxembourgGracewell Properties (Frome) S.a.r.l.LuxembourgGracewell Properties (Hamilton) S.a.r.l.LuxembourgGracewell Properties (Horley) S.a.r.l.LuxembourgGracewell Properties (Kentford) S.a.r.l.LuxembourgGracewell Properties (Pines) S.a.r.l.LuxembourgGracewell Properties (Salisbury) S.a.r.l.LuxembourgGracewell Properties (Shelbourne) S.a.r.l.LuxembourgGracewell Properties (Weymouth) S.a.r.l.LuxembourgGracewell Properties Holding S.a.r.l.LuxembourgGrand Ledge I, LLCDelawareGreeneville Healthcare Investors, LLCDelawareGreenspring Meridian Limited PartnershipMarylandGroton Associates of Connecticut, L.P.DelawareGWC-Crestwood, Inc.VirginiaGWC-Dix Hills, Inc.VirginiaGWC-East Meadow, Inc.VirginiaGWC-East Setauket, Inc.VirginiaGWC-Glen Cove, Inc.VirginiaGWC-Holbrook, Inc.VirginiaGWC-Plainview, Inc.VirginiaGWC-West Babylon, Inc.VirginiaHabitation Domaine des Trembles Inc.QuebecHabitation Faubourg Giffard Inc.QuebecHammes Company Green Bay I, LLCWisconsinHammes Company Green Bay II, LLCWisconsinHammonds Lane Meridian Limited PartnershipMarylandHanford Court LtdIsland of JerseyHarbor Crest Tenant, LLCDelawareHarnett Health Investors, LPVirginiaHawthorns Braintree LimitedUnited KingdomHawthorns Clevedon LimitedUnited KingdomHawthorns Eastbourne LimitedUnited KingdomHawthorns Retirement Group UK LimitedUnited KingdomHawthorns Retirement Management LimitedUnited KingdomHawthorns Retirement UK LimitedUnited KingdomHBLR Operating, LLCDelawareHBLR/Bothell Operating, LLCDelawareHBLR/Burlington Operating, LLCDelawareHBLR/Edmonds Operating, LLCDelawareHBLR/Highland Park Operating, LLCDelawareHBLR/Lynnfield Operating, LLCDelawareHBLR/Northgate Operating, LLCDelawareHBLR/Randolph Operating, LLCDelawareHC Mill Creek I, LLCWisconsinHC Redmond I, LLCWisconsinHC Summit I, LLCWisconsinHCN (Pembroke) Property Inc.British ColumbiaHCN (Stonehaven) Property Inc.British ColumbiaHCN Access Holdings, LLCDelawareHCN Access Las Vegas I, LLCDelawareHCN Canadian Holdings GP-1 Ltd.British ColumbiaHCN Canadian Holdings LP-1 Ltd.British ColumbiaHCN Canadian Holdings-1 LPOntarioHCN Canadian Investment-1 LPOntarioHCN Canadian Investment-4 LPOntarioHCN Canadian Investment-5 LPOntarioHCN Canadian Investment-5 ULCBritish ColumbiaHCN Canadian Leasing (British Columbia) Ltd.British ColumbiaHCN Canadian Leasing Ltd.British ColumbiaHCN Canadian Leasing-2 Ltd.British ColumbiaHCN Canadian Leasing-3 Ltd.British ColumbiaHCN Canadian Leasing-4 Ltd.British ColumbiaHCN Canadian Management Services Ltd.British ColumbiaHCN Canadian Properties, Inc.New BrunswickHCN Capital Holdings II, LLCDelawareHCN Capital Holdings, LLCDelawareHCN Development Services Group, Inc.IndianaHCN DownREIT Member GP, LLCDelawareHCN DownREIT Member JV, LPDelawareHCN DownREIT Member, LLCDelawareHCN DSL Member GP, LLCDelawareHCN DSL Member JV, LPDelawareHCN DSL Member REIT, LLCDelawareHCN DSL Member TRS, LLCDelawareHCN Emerald Holdings, LLCDelawareHCN FCE Life Sciences, LLCDelawareHCN Fountains Leasing Ltd.British ColumbiaHCN G&L DownREIT II, LLCDelawareHCN G&L DownREIT LLCDelawareHCN G&L Holy Cross Sub, LLCDelawareHCN G&L Roxbury Sub, LLCDelawareHCN G&L Santa Clarita Sub, LLCDelawareHCN G&L Valencia Sub, LLCDelawareHCN Hancock Investments, LtdIsland of JerseyHCN Hancock Leicester Ltd.Island of GuernseyHCN Hancock Loxley Park Ltd.Island of GuernseyHCN Hancock Miramar Ltd.Island of GuernseyHCN Imperial Leasing Ltd.British ColumbiaHCN Interra Lake Travis LTACH, LLCDelawareHCN Investment GP-1 Ltd.British ColumbiaHCN Investment GP-4 Ltd.British ColumbiaHCN Investment GP-5 Ltd.British ColumbiaHCN Kensington Victoria Leasing Ltd.British ColumbiaHCN Lake Travis Holdings, LLCDelawareHCN Lake Travis Property One, LLCDelawareHCN Lake Travis Property Two, LLCDelawareHCN Lessee (Pembroke) GP Inc.British ColumbiaHCN Lessee (Pembroke) LPOntarioHCN Lessee (Ross) GP Inc.British ColumbiaHCN Lessee (Ross) LPOntarioHCN Lessee (Stonehaven) GP Inc.British ColumbiaHCN Lessee (Stonehaven) LPOntarioHCN Navvis Clarkson Valley, LLCDelawareHCN Portsmouth Leasing Ltd.British ColumbiaHCN Renaissance (Regal) Leasing Ltd.British ColumbiaHCN Renaissance Leasing Ltd.British ColumbiaHCN Rendina Holdings, LLCDelawareHCN Rendina Merced, LLCDelawareHCN Ross Leasing Ltd.British ColumbiaHCN Share Holdings JV GP, LLCDelawareHCN Share Holdings JV, LPDelawareHCN Sunwood Leasing Ltd.British ColumbiaHCN UK Holdco LimitedIsland of JerseyHCN UK Investments LimitedIsland of JerseyHCN UK Management Services LimitedUnited KingdomHCN UK Saints Investments LtdIsland of JerseyHCN-Revera (Annex) Inc.OntarioHCN-Revera (Appleby Place) Inc.OntarioHCN-Revera (Aspen Ridge) Inc.OntarioHCN-Revera (Beechwood) Inc.OntarioHCN-Revera (Bough Beeches Place) Inc.OntarioHCN-Revera (Centennial Park Place) Inc.OntarioHCN-Revera (Churchill Place) Inc.OntarioHCN-Revera (Colonel By) Inc.OntarioHCN-Revera (Constitution Place) Inc.OntarioHCN-Revera (Don Mills/Donway Place) Inc.OntarioHCN-Revera (Edinburgh) Inc.OntarioHCN-Revera (Evergreen) Inc.OntarioHCN-Revera (Fergus Place) Inc.OntarioHCN-Revera (Forest Hill Place) Inc.OntarioHCN-Revera (Glynnwood) Inc.OntarioHCN-Revera (Hollyburn House) Inc.OntarioHCN-Revera (Inglewood) Inc.OntarioHCN-Revera (Kensington Victoria) Inc.OntarioHCN-Revera (Kensington) Inc.OntarioHCN-Revera (Leaside) Inc.OntarioHCN-Revera (Parkwood Court) Inc.OntarioHCN-Revera (Parkwood Manor) Inc.OntarioHCN-Revera (Parkwood Place) Inc.OntarioHCN-Revera (Rayoak Place) Inc.OntarioHCN-Revera (Regal) Limited PartnershipOntarioHCN-Revera (River Ridge) Inc.OntarioHCN-Revera (Stone Lodge) Inc.OntarioHCN-Revera (Valley Stream) Inc.OntarioHCN-Revera (Victoria Place) Inc.OntarioHCN-Revera (Wellington) Inc.OntarioHCN-Revera (Westwood) Inc.OntarioHCN-Revera (Whitecliff) Inc.OntarioHCN-Revera (Windermere on the Mount) Inc.OntarioHCN-Revera Joint Venture GP Inc.OntarioHCN-Revera Joint Venture Limited PartnershipOntarioHCN-Revera Joint Venture ULCBritish ColumbiaHCN-Revera Lessee (Alta Vista) GP Inc.OntarioHCN-Revera Lessee (Alta Vista) LPOntarioHCN-Revera Lessee (Annex) GP Inc.OntarioHCN-Revera Lessee (Annex) LPOntarioHCN-Revera Lessee (Appleby Place) GP Inc.OntarioHCN-Revera Lessee (Appleby Place) LPOntarioHCN-Revera Lessee (Arnprior Villa) GP Inc.OntarioHCN-Revera Lessee (Arnprior Villa) LPOntarioHCN-Revera Lessee (Aspen Ridge) GP Inc.OntarioHCN-Revera Lessee (Aspen Ridge) LPOntarioHCN-Revera Lessee (Barrhaven) GP Inc.OntarioHCN-Revera Lessee (Barrhaven) LPOntarioHCN-Revera Lessee (Beechwood) GP Inc.OntarioHCN-Revera Lessee (Beechwood) LPOntarioHCN-Revera Lessee (Bentley Moose Jaw) GP Inc.OntarioHCN-Revera Lessee (Bentley Moose Jaw) LPOntarioHCN-Revera Lessee (Bentley Regina) GP Inc.OntarioHCN-Revera Lessee (Bentley Regina) LPOntarioHCN-Revera Lessee (Bentley Saskatoon) GP Inc.OntarioHCN-Revera Lessee (Bentley Saskatoon) LPOntarioHCN-Revera Lessee (Bentley Swift Current) GP Inc.OntarioHCN-Revera Lessee (Bentley Swift Current) LPOntarioHCN-Revera Lessee (Bentley Yorkton) GP Inc.OntarioHCN-Revera Lessee (Bentley Yorkton) LPOntarioHCN-Revera Lessee (Birkdale) GP Inc.OntarioHCN-Revera Lessee (Birkdale) LPOntarioHCN-Revera Lessee (Bough Beeches Place) GP Inc.OntarioHCN-Revera Lessee (Bough Beeches Place) LPOntarioHCN-Revera Lessee (Bradgate Arms) GP Inc.OntarioHCN-Revera Lessee (Bradgate Arms) LPOntarioHCN-Revera Lessee (Briargate) GP Inc.OntarioHCN-Revera Lessee (Briargate) LPOntarioHCN-Revera Lessee (Bridlewood Manor) GP Inc.OntarioHCN-Revera Lessee (Bridlewood Manor) LPOntarioHCN-Revera Lessee (Cambridge) GP Inc.OntarioHCN-Revera Lessee (Cambridge) LPOntarioHCN-Revera Lessee (Cedarcroft Place) GP Inc.OntarioHCN-Revera Lessee (Cedarcroft Place) LPOntarioHCN-Revera Lessee (Centennial Park Place) GP Inc.OntarioHCN-Revera Lessee (Centennial Park Place) LPOntarioHCN-Revera Lessee (Chateau Renoir) GP Inc.OntarioHCN-Revera Lessee (Chateau Renoir) LPOntarioHCN-Revera Lessee (Chatham) GP Inc.OntarioHCN-Revera Lessee (Chatham) LPOntarioHCN-Revera Lessee (Churchill Place) GP Inc.OntarioHCN-Revera Lessee (Churchill Place) LPOntarioHCN-Revera Lessee (Clair Matin) GP Inc.OntarioHCN-Revera Lessee (Clair Matin) LPOntarioHCN-Revera Lessee (Claremont) GP Inc.OntarioHCN-Revera Lessee (Claremont) LPOntarioHCN-Revera Lessee (Colonel By) GP Inc.OntarioHCN-Revera Lessee (Colonel By) LPOntarioHCN-Revera Lessee (Constitution Place) GP Inc.OntarioHCN-Revera Lessee (Constitution Place) LPOntarioHCN-Revera Lessee (Crofton Manor) GP Inc.OntarioHCN-Revera Lessee (Crofton Manor) LPOntarioHCN-Revera Lessee (Don Mills) GP Inc.OntarioHCN-Revera Lessee (Don Mills) LPOntarioHCN-Revera Lessee (Donway Place) GP Inc.OntarioHCN-Revera Lessee (Donway Place) LPOntarioHCN-Revera Lessee (Dorchester) GP Inc.OntarioHCN-Revera Lessee (Dorchester) LPOntarioHCN-Revera Lessee (Edgemont) GP Inc.OntarioHCN-Revera Lessee (Edgemont) LPOntarioHCN-Revera Lessee (Edinburgh) GP Inc.OntarioHCN-Revera Lessee (Edinburgh) LPOntarioHCN-Revera Lessee (Emerite de Brossard) GP Inc.OntarioHCN-Revera Lessee (Emerite de Brossard) LPOntarioHCN-Revera Lessee (Evergreen) GP Inc.OntarioHCN-Revera Lessee (Evergreen) LPOntarioHCN-Revera Lessee (Fergus Place) GP Inc.OntarioHCN-Revera Lessee (Fergus Place) LPOntarioHCN-Revera Lessee (Fleetwood Villa) GP Inc.OntarioHCN-Revera Lessee (Fleetwood Villa) LPOntarioHCN-Revera Lessee (Forest Hill Place) GP Inc.OntarioHCN-Revera Lessee (Forest Hill Place) LPOntarioHCN-Revera Lessee (Franklin) GP Inc.OntarioHCN-Revera Lessee (Franklin) LPOntarioHCN-Revera Lessee (Glynnwood) GP Inc.OntarioHCN-Revera Lessee (Glynnwood) LPOntarioHCN-Revera Lessee (Grand Wood) GP Inc.OntarioHCN-Revera Lessee (Grand Wood) LPOntarioHCN-Revera Lessee (Greenway) GP Inc.OntarioHCN-Revera Lessee (Greenway) LPOntarioHCN-Revera Lessee (Heartland) GP Inc.OntarioHCN-Revera Lessee (Heartland) LPOntarioHCN-Revera Lessee (Heritage Lodge) GP Inc.OntarioHCN-Revera Lessee (Heritage Lodge) LPOntarioHCN-Revera Lessee (Highland Place) GP Inc.OntarioHCN-Revera Lessee (Highland Place) LPOntarioHCN-Revera Lessee (Hollyburn House) GP Inc.OntarioHCN-Revera Lessee (Hollyburn House) LPOntarioHCN-Revera Lessee (Horizon Place) GP Inc.OntarioHCN-Revera Lessee (Horizon Place) LPOntarioHCN-Revera Lessee (Hunt Club Manor) GP Inc.OntarioHCN-Revera Lessee (Hunt Club Manor) LPOntarioHCN-Revera Lessee (Inglewood) GP Inc.OntarioHCN-Revera Lessee (Inglewood) LPOntarioHCN-Revera Lessee (Jardins du Couvent) GP Inc.OntarioHCN-Revera Lessee (Jardins du Couvent) LPOntarioHCN-Revera Lessee (Jardins Interieurs) GP Inc.OntarioHCN-Revera Lessee (Jardins Interieurs) LPOntarioHCN-Revera Lessee (Jardins Vaudreuil) GP Inc.OntarioHCN-Revera Lessee (Jardins Vaudreuil) LPOntarioHCN-Revera Lessee (Kensington Victoria) GP Inc.OntarioHCN-Revera Lessee (Kensington Victoria) LPOntarioHCN-Revera Lessee (Kensington) GP Inc.OntarioHCN-Revera Lessee (Kensington) LPOntarioHCN-Revera Lessee (King Gardens) GP Inc.OntarioHCN-Revera Lessee (King Gardens) LPOntarioHCN-Revera Lessee (Kingsway) GP Inc.OntarioHCN-Revera Lessee (Kingsway) LPOntarioHCN-Revera Lessee (Landmark Court) GP Inc.OntarioHCN-Revera Lessee (Landmark Court) LPOntarioHCN-Revera Lessee (Leaside) GP Inc.OntarioHCN-Revera Lessee (Leaside) LPOntarioHCN-Revera Lessee (Lundy Manor) GP Inc.OntarioHCN-Revera Lessee (Lundy Manor) LPOntarioHCN-Revera Lessee (Lynwood) GP Inc.OntarioHCN-Revera Lessee (Lynwood) LPOntarioHCN-Revera Lessee (Manoir Lafontaine) GP Inc.OntarioHCN-Revera Lessee (Manoir Lafontaine) LPOntarioHCN-Revera Lessee (Maplecrest) GP Inc.OntarioHCN-Revera Lessee (Maplecrest) LPOntarioHCN-Revera Lessee (Marian Chateau) GP Inc.OntarioHCN-Revera Lessee (Marian Chateau) LPOntarioHCN-Revera Lessee (McKenzie Towne) GP Inc.OntarioHCN-Revera Lessee (McKenzie Towne) LPOntarioHCN-Revera Lessee (Meadowlands) GP Inc.OntarioHCN-Revera Lessee (Meadowlands) LPOntarioHCN-Revera Lessee (Ogilvie Villa) GP Inc.OntarioHCN-Revera Lessee (Ogilvie Villa) LPOntarioHCN-Revera Lessee (Parkwood Court) GP Inc.OntarioHCN-Revera Lessee (Parkwood Court) LPOntarioHCN-Revera Lessee (Parkwood Manor) GP Inc.OntarioHCN-Revera Lessee (Parkwood Manor) LPOntarioHCN-Revera Lessee (Parkwood Place) GP Inc.OntarioHCN-Revera Lessee (Parkwood Place) LPOntarioHCN-Revera Lessee (Pavillon des Cedres) GP Inc.OntarioHCN-Revera Lessee (Pavillon des Cedres) LPOntarioHCN-Revera Lessee (Plymouth) GP Inc.OntarioHCN-Revera Lessee (Plymouth) LPOntarioHCN-Revera Lessee (Port Perry) GP Inc.OntarioHCN-Revera Lessee (Port Perry) LPOntarioHCN-Revera Lessee (Portobello) GP Inc.OntarioHCN-Revera Lessee (Portobello) LPOntarioHCN-Revera Lessee (Portsmouth) GP Inc.OntarioHCN-Revera Lessee (Portsmouth) LPOntarioHCN-Revera Lessee (Prince of Wales) GP Inc.OntarioHCN-Revera Lessee (Prince of Wales) LPOntarioHCN-Revera Lessee (Queenswood Villa) GP Inc.OntarioHCN-Revera Lessee (Queenswood Villa) LPOntarioHCN-Revera Lessee (Rayoak Place) GP Inc.OntarioHCN-Revera Lessee (Rayoak Place) LPOntarioHCN-Revera Lessee (Renaissance) GP Inc.OntarioHCN-Revera Lessee (Renaissance) LPOntarioHCN-Revera Lessee (River Ridge) GP Inc.OntarioHCN-Revera Lessee (River Ridge) LPOntarioHCN-Revera Lessee (Riverbend) GP Inc.OntarioHCN-Revera Lessee (Riverbend) LPOntarioHCN-Revera Lessee (Robertson House) GP Inc.OntarioHCN-Revera Lessee (Robertson House) LPOntarioHCN-Revera Lessee (Scenic Acres) GP Inc.OntarioHCN-Revera Lessee (Scenic Acres) LPOntarioHCN-Revera Lessee (St. Lawrence Place) GP Inc.OntarioHCN-Revera Lessee (St. Lawrence Place) LPOntarioHCN-Revera Lessee (Stittsville Villa) GP Inc.OntarioHCN-Revera Lessee (Stittsville Villa) LPOntarioHCN-Revera Lessee (Stone Lodge) GP Inc.OntarioHCN-Revera Lessee (Stone Lodge) LPOntarioHCN-Revera Lessee (Sunwood) GP Inc.OntarioHCN-Revera Lessee (Sunwood) LPOntarioHCN-Revera Lessee (Terrace Gardens) GP Inc.OntarioHCN-Revera Lessee (Terrace Gardens) LPOntarioHCN-Revera Lessee (The Churchill) GP Inc.OntarioHCN-Revera Lessee (The Churchill) LPOntarioHCN-Revera Lessee (Trafalgar Lodge) GP Inc.OntarioHCN-Revera Lessee (Trafalgar Lodge) LPOntarioHCN-Revera Lessee (Valley Stream) GP Inc.OntarioHCN-Revera Lessee (Valley Stream) LPOntarioHCN-Revera Lessee (Victoria Place) GP Inc.OntarioHCN-Revera Lessee (Victoria Place) LPOntarioHCN-Revera Lessee (Waverley/Rosewood) GP Inc.OntarioHCN-Revera Lessee (Waverley/Rosewood) LPOntarioHCN-Revera Lessee (Wellington) GP Inc.OntarioHCN-Revera Lessee (Wellington) LPOntarioHCN-Revera Lessee (Westwood) GP Inc.OntarioHCN-Revera Lessee (Westwood) LPOntarioHCN-Revera Lessee (Whitecliff) GP Inc.OntarioHCN-Revera Lessee (Whitecliff) LPOntarioHCN-Revera Lessee (Windermere on the Mount) GP Inc.OntarioHCN-Revera Lessee (Windermere on the Mount) LPOntarioHCN-Revera Lessee (Windsor) GP Inc.OntarioHCN-Revera Lessee (Windsor) LPOntarioHCN-TH Wisconsin I, LLCDelawareHCN-TH Wisconsin II, LLCDelawareHCN-TH Wisconsin III, LLCDelawareHCN-TH Wisconsin IV, LLCDelawareHCN-TH Wisconsin V, LLCDelawareHCN-TH Wisconsin VI, LLCDelawareHCN-TH Wisconsin VII, LLCDelawareHCN-TH Wisconsin VIII, LLCDelawareHCRE Solutions, LLCDelawareHCRI 10301 Hagen Ranch Holdings, LLCDelawareHCRI 10301 Hagen Ranch Properties II, LLCDelawareHCRI 10301 Hagen Ranch Properties, LLCDelawareHCRI 1950 Sunny Crest Drive, LLCDelawareHCRI 3400 Old Milton, LLCDelawareHCRI 5670 Peachtree Dunwoody, LLCDelawareHCRI 975 Johnson Ferry, LLCDelawareHCRI Abingdon Holdings, Inc.North CarolinaHCRI Abingdon Properties, LPNorth CarolinaHCRI AL U.S. Bonita Subtenant, LLCDelawareHCRI AL U.S. Boulder Subtenant, LLCDelawareHCRI AL U.S. G.P. Woods Subtenant, LLCDelawareHCRI AL U.S. GP Woods II Subtenant, LLCDelawareHCRI AL U.S. Huntington Beach Subtenant, LLCDelawareHCRI AL U.S. La Jolla Subtenant, LLCDelawareHCRI AL U.S. La Palma Subtenant, LLCDelawareHCRI AL U.S. Newtown Square Subtenant, LLCDelawareHCRI AL U.S. Playa Vista Subtenant, LLCDelawareHCRI AL U.S. Sacramento Subtenant, LLCDelawareHCRI AL U.S. San Gabriel Subtenant, LLCDelawareHCRI AL U.S. Seal Beach Subtenant, LLCDelawareHCRI AL U.S. Studio City Subtenant, LLCDelawareHCRI AL U.S. Wilmington Subtenant, LLCDelawareHCRI AL U.S. Woodland Hills Subtenant, LLCDelawareHCRI Allen Medical Facility, LLCDelawareHCRI Ancillary TRS, Inc.DelawareHCRI Asheboro Holdings, Inc.North CarolinaHCRI Asheboro Properties, LPNorth CarolinaHCRI Baylor Grapevine ASC, LLCDelawareHCRI Baylor Grapevine Medical Plaza, LLCDelawareHCRI Beachwood, Inc.OhioHCRI Boardman Properties, LLCDelawareHCRI Braintree Subtenant, LLCDelawareHCRI Broadview, Inc.OhioHCRI Burlington Manor Holdings, Inc.North CarolinaHCRI Burlington Manor Properties, LPNorth CarolinaHCRI Carmel Building A Medical Facility, LLCDelawareHCRI Carmel Building B Medical Facility, LLCDelawareHCRI Cold Spring Properties, LLCDelawareHCRI Concord Place Holdings, Inc.North CarolinaHCRI Concord Place Properties, LPNorth CarolinaHCRI Connecticut Avenue Subtenant, LLCDelawareHCRI Crestwood Subtenant, LLCDelawareHCRI Cumberland Properties, LLCDelawareHCRI Dallas Medical Facility, LLCDelawareHCRI Deerfield Beach Medical Facility, LLCDelawareHCRI Draper Place Properties TrustMassachusettsHCRI Drum Hill Properties, LLCDelawareHCRI Eden Holdings, Inc.North CarolinaHCRI Eden Properties, LPNorth CarolinaHCRI Edison Subtenant, LLCDelawareHCRI Emerald Holdings III, LLCDelawareHCRI Emerald Holdings IV, LLCDelawareHCRI Emerald Holdings, LLCDelawareHCRI Fairfax Subtenant, LLCDelawareHCRI Fairmont Properties, LLCDelawareHCRI Financial Services, LLCDelawareHCRI Financing, Inc.DelawareHCRI Fore River Medical Facility, LLCDelawareHCRI Fort Bend Clinic, LLCDelawareHCRI Fort Wayne Medical Facility, LLCDelawareHCRI Fox Hill (HCU) Subtenant, LLCDelawareHCRI Fullerton Subtenant, LLCDelawareHCRI Gardner Park Tenant TRS, LLCDelawareHCRI Gardner Park TRS, LLCDelawareHCRI Gaston Manor Holdings, Inc.North CarolinaHCRI Gaston Manor Properties, LPNorth CarolinaHCRI Henderson Subtenant, LLCDelawareHCRI Hermosa Beach TRS, LLCDelawareHCRI High Point Manor Holdings, Inc.North CarolinaHCRI High Point Manor Properties, LPNorth CarolinaHCRI Holdings TrustMassachusettsHCRI Illinois Properties, LLCDelawareHCRI Indiana Properties, Inc.DelawareHCRI Indiana Properties, LLCIndianaHCRI Investments, Inc.DelawareHCRI Kansas Properties, LLCDelawareHCRI Karrington TRS, LLCDelawareHCRI Kentucky Properties, LLCKentuckyHCRI Kirkland Properties, LLCDelawareHCRI Leominster TRS, LLCDelawareHCRI Limited Holdings, Inc.DelawareHCRI Logistics, Inc.DelawareHCRI Louisiana Properties, L.P.DelawareHCRI Marina Place Properties TrustMassachusettsHCRI Massachusetts Properties TrustMassachusettsHCRI Massachusetts Properties Trust IIMassachusettsHCRI Massachusetts Properties, Inc.DelawareHCRI McLean TRS, LLCDelawareHCRI Merrillville Medical Facility, LLCDelawareHCRI Monterey Subtenant, LLCDelawareHCRI MSH Gardner Park, LLCDelawareHCRI Nassau Bay Medical Facility, LLCDelawareHCRI Nevada Properties, Inc.NevadaHCRI New Hampshire Properties, LLCDelawareHCRI North Carolina Properties I, Inc.North CarolinaHCRI North Carolina Properties II, Inc.North CarolinaHCRI North Carolina Properties III, Limited PartnershipNorth CarolinaHCRI North Carolina Properties, LLCDelawareHCRI NY-NJ Properties, LLCDelawareHCRI of Folsom Tenant, LLCCaliforniaHCRI of Upland Tenant, LLCCaliforniaHCRI Pennsylvania Properties Holding CompanyDelawareHCRI Pennsylvania Properties, Inc.PennsylvaniaHCRI Plano Medical Facility, LLCDelawareHCRI Prestonwood Medical Facility, LLCDelawareHCRI Provider Properties, LLCDelawareHCRI Purchasing, LLCDelawareHCRI Raleigh Medical Facility, LLCDelawareHCRI Red Fox ManCo, LLCDelawareHCRI Red Fox OpCo, LLCDelawareHCRI Ridgeland Pointe Properties, LLCDelawareHCRI Rogers Medical Facility, LLCDelawareHCRI Roswell I Medical Facility, LLCDelawareHCRI Roswell II Medical Facility, LLCDelawareHCRI Roswell III Medical Facility, LLCDelawareHCRI Senior Housing Properties, Inc.DelawareHCRI SL II TRS Corp.DelawareHCRI SL III TRS Corp.DelawareHCRI SL IV TRS Corp.DelawareHCRI Southern Investments I, Inc.DelawareHCRI Southlake Medical Facility, LLCDelawareHCRI Statesville Place Holdings I, Inc.North CarolinaHCRI Statesville Place Holdings II, Inc.North CarolinaHCRI Statesville Place Properties I, LPNorth CarolinaHCRI Statesville Place Properties II, LPNorth CarolinaHCRI Summit Properties, LLCDelawareHCRI Sun Development TRS, LLCDelawareHCRI Sun GP I, LLCDelawareHCRI Sun I Braintree MA Senior Living, LLCDelawareHCRI Sun I Fullerton CA Senior Living, LPDelawareHCRI Sun I Henderson NV Senior Living, LLCDelawareHCRI Sun III Dresher Senior Living, LPDelawareHCRI Sun III Golden Valley Senior Living, LLCDelawareHCRI Sun III GP, LLCDelawareHCRI Sun III Lenexa Senior Living, LLCDelawareHCRI Sun III Minnetonka Senior Living, LLCDelawareHCRI Sun III Palo Alto Senior Living, LPDelawareHCRI Sun III Plano Senior Living, LPDelawareHCRI Sun III Shelby Senior Living, LLCDelawareHCRI Sun III Tenant Acquisition, LLCDelawareHCRI Sun III Tenant GP, LLCDelawareHCRI Sun III Tenant, LPDelawareHCRI Sun III TRS, LLCDelawareHCRI Sun Partners II, LLCDelawareHCRI Sun Partners III, LLCDelawareHCRI Sun Partners IV, LLCDelawareHCRI Sun Three Lombard IL Senior Living, LLCDelawareHCRI Sun Three Pool One, LLCDelawareHCRI Sun Two Baton Rouge LA Senior Living, LLCDelawareHCRI Sun Two Broomfield CO Senior Living, LLCDelawareHCRI Sun Two Gilbert AZ Senior Living, LLCDelawareHCRI Sun Two McCandless PA Senior Living, LPDelawareHCRI Sun Two Metairie LA Senior Living, LLCDelawareHCRI Sun Two Pool One GP, LLCDelawareHCRI Sun Two Pool One, LLCDelawareHCRI Sun Two Pool Two, LLCDelawareHCRI Sun Two Simi Valley CA Senior Living, LPDelawareHCRI Tallahassee Medical Facility, LLCDelawareHCRI Tennessee Properties, LLCDelawareHCRI Texas Health Southlake Hospital Medical Facility, LLCDelawareHCRI Texas Properties, Inc.DelawareHCRI Texas Properties, Ltd.TexasHCRI TRS Acquirer II, LLCDelawareHCRI TRS Acquirer, LLCDelawareHCRI TRS Trident Investment, LLCDelawareHCRI Tucson Properties, Inc.DelawareHCRI Van Nuys Medical Facility, LLCDelawareHCRI Virginia Beach Medical Facility, LLCDelawareHCRI Webb Gin Subtenant, LLCDelawareHCRI Weddington Park Holdings, Inc.North CarolinaHCRI Weddington Park Properties, LPNorth CarolinaHCRI Westgate Medical Facility, LLCDelawareHCRI Westlake, Inc.OhioHCRI Westover Hills Baptist Medical Facility II, LLCDelawareHCRI Westover Hills Baptist Medical Facility, LLCDelawareHCRI Wilburn Gardens Properties, LLCDelawareHCRI Wisconsin Properties, LLCWisconsinHCRI/SRZ Master OpCo, LLCDelawareHCRIX Houston, LLCDelawareHCRIX Royal, LLCDelawareHealth Resources of Cedar Grove, Inc.New JerseyHealth Resources of Cinnaminson, Inc.New JerseyHealth Resources of Cranbury, L.L.C.New JerseyHealth Resources of Cumberland, Inc.DelawareHealth Resources of Eatontown, L.L.C.New JerseyHealth Resources of Emery, L.L.C.New JerseyHealth Resources of Englewood, Inc.New JerseyHealth Resources of Fair Lawn, L.L.C.New JerseyHealth Resources of Gardner, Inc.DelawareHealth Resources of Glastonbury, Inc.ConnecticutHealth Resources of Groton, Inc.DelawareHealth Resources of Middletown (RI), Inc.DelawareHealth Resources of Ridgewood, L.L.C.New JerseyHealth Resources of Rockville, Inc.DelawareHealth Resources of South Brunswick, L.L.C.New JerseyHealth Resources of Wallingford, Inc.DelawareHealth Resources of Warwick, Inc.DelawareHealth Resources of West Orange, L.L.C.New JerseyHealthcare Property Managers of America, LLCFloridaHealthcare Resources Corp.PennsylvaniaHealthlease Properties Administration Company ULCBritish ColumbiaHealthLease U.S., Inc.DelawareHeat Merger Sub, LLCDelawareHeat OP TRS, Inc.DelawareHempstalls Hall LtdIsland of JerseyHH Florida, LLCDelawareHighcliffe LtdIsland of JerseyHighland Healthcare Investors, LLCDelawareHilltop Health Care Center, Inc.DelawareHinckley House LtdIsland of JerseyHingham Terry Drive I LLCDelawareHL GP, LLCIndianaHoliday Retirement (Clevedon) LimitedUnited KingdomHolly Manor Associates of New Jersey, L.P.DelawareHorizon Associates, Inc.West VirginiaHorse Fair LtdIsland of JerseyHRWV Huntington, Inc.West VirginiaHudson MOB Holdings, Inc.DelawareHunt Club Manor Facility Inc.OntarioI.L.S. Care Communities Inc.OntarioImperial Place Residence Inc. / Residence Place Imperiale Inc.QuebecJackson Investors, LLCDelawareJohns Creek GA Senior Living Owner, LLCDelawareJupiter Landlord, LLCDelawareKaiser Gemini Burgundy, LLCOklahomaKaiser Gemini Woodland, LLCOklahomaKarrington of Findlay Ltd.OhioKeystone Communities of Eagan, LLCMinnesotaKeystone Communities of Highland Park, LLCDelawareKeystone Communities of Mankato, LLCMinnesotaKeystone Communities of Prior Lake, LLCMinnesotaKeystone Communities of Roseville, LLCDelawareKeystone Nursing Home, Inc.DelawareKilleen Healthcare Investors, LLCDelawareKing Street Facility Inc.OntarioKingston Facility Inc.OntarioKirkstall Aire View LtdIsland of JerseyKnollwood Manor, Inc.PennsylvaniaKSL Landlord, LLCDelawareLake Mead Medical Investors Limited PartnershipFloridaLandmark Facility Inc.OntarioLaurel Health Resources, Inc.DelawareLawrence Care (Maids Moreton) LimitedUnited KingdomLe Wellesley Inc.QuebecLeawood Tenant, LLCDelawareLehigh Nursing Homes, Inc.PennsylvaniaLenexa Investors II, LLCDelawareLenexa Investors, LLCDelawareLeon Dorchester Facility Inc.OntarioLes Belvederes de Lachine Inc.CanadaLes Jardins Laviolette Inc.QuebecLes Residences-Hotellerie Harmonie Inc.QuebecLillington AL Health Investors, LPVirginiaLLUMCM, LLCDelawareLombard IL Senior Living Owner, LLCDelawareLouisville KY Senior Living Owner, LLCDelawareLundy Manor Facility Inc.OntarioMabri Convalescent Center, Inc.ConnecticutMaids Moreton Operations LimitedUnited KingdomManoir Archer Inc.QuebecManoir Bois de Boulogne Inc.QuebecManoir et Cours de l'Atrium Inc.QuebecManoir Pointe-aux-Trembles Inc.QuebecManoir St-Jerome Inc.QuebecMarkglen, Inc.West VirginiaMarlinton Associates Limited PartnershipWest VirginiaMarlinton Associates, Inc.PennsylvaniaMarlinton Partnership Holding Company, Inc.PennsylvaniaMaster HCRI Sun Dev I, LLCDelawareMaster HCRI Sun III GP, LLCDelawareMaster HCRI Sun III, LPDelawareMaster HCRI Sun Manager I, LLCDelawareMaster MetSun Three GP, LLCDelawareMaster MetSun Three, LPDelawareMaster MetSun, LPDelawareMcCandless PA Senior Living Owner, LLCDelawareMcKenzie Towne Facility Inc.OntarioMcKerley Health Care Center - Concord Limited PartnershipNew HampshireMcKerley Health Care Center-Concord, Inc.New HampshireMcKerley Health Care Centers, Inc.New HampshireMcKerley Health FacilitiesNew HampshireMeadowcroft London Facility Inc.OntarioMeadowlands Facility Inc.OntarioMed Properties Asset Group, L.L.C.IndianaMedical Real Estate Property Managers of America, LLCFloridaMercerville Associates of New Jersey, L.P.DelawareMeridian Edgewood Limited PartnershipMarylandMeridian Health, Inc.PennsylvaniaMeridian Healthcare, Inc.PennsylvaniaMeridian Perring Limited PartnershipMarylandMeridian Valley Limited PartnershipMarylandMeridian Valley View Limited PartnershipMarylandMeridian/Constellation Limited PartnershipMarylandMetairie LA Senior Living Owner, LLCDelawareMetropolitan Senior Housing, LLCDelawareMetropolitan/Bellevue Senior Housing, LLCDelawareMetropolitan/Cohasset Senior Housing, LLCDelawareMetropolitan/Decatur Senior Housing, LLCDelawareMetropolitan/Glen Cove Senior Housing, LLCDelawareMetropolitan/Hunter Mill Senior Housing, LLCDelawareMetropolitan/Oakland Hills GP, LLCDelawareMetropolitan/Paramus Senior Housing, LLCDelawareMetropolitan/Walnut Creek Senior Housing, LLCDelawareMetropolitan/Wayland Senior Housing, LLCDelawareMetropolitan/West Essex Senior Housing, LLCDelawareMetSun Cinco Ranch TX Senior Living, LPDelawareMetSun Fort Worth TX Senior Living, LPDelawareMetSun GP, LLCDelawareMetSun Highland SLC UT Senior Living, LLCDelawareMetSun Three Franklin MA Senior Living, LLCDelawareMetSun Three Kingwood TX Senior Living, LPDelawareMetSun Three Mundelein IL Senior Living, LLCDelawareMetSun Three Pool Three GP, LLCDelawareMetSun Three Pool Three, LLCDelawareMetSun Three Pool Two GP, LLCDelawareMetSun Three Pool Two, LLCDelawareMetSun Three Sabre Springs CA Senior Living, LPDelawareMetSun Two Frisco TX Senior Living, LPDelawareMetSun Two Pool Three GP, LLCDelawareMG Landlord II, LLCDelawareMG Landlord, LLCDelawareMG Tenant, LLCDelawareMGP 41, LLCDelawareMGP 42, LLCDelawareMGP 43, LLCDelawareMGP 44, LLCDelawareMGP 45, LLCDelawareMGP 46, LLCDelawareMGP 47, LLCDelawareMGP 48, LLCDelawareMGP 49, LLCDelawareMGP 50, LLCDelawareMGP 51, LLCDelawareMGP 52, LLCDelawareMGP I, LLCWashingtonMGP V, LLCWashingtonMGP VI, LLCWashingtonMGP X, LLCWashingtonMGP XI, LLCWashingtonMGP XII, LLCWashingtonMGP XIII, LLCWashingtonMGP XIV, LLCWashingtonMGP XIX, LLCWashingtonMGP XL, LLCWashingtonMGP XV, LLCWashingtonMGP XVI, LLCWashingtonMGP XVII, LLCWashingtonMGP XXIX, LLCWashingtonMGP XXV, LLCWashingtonMGP XXXII, LLCWashingtonMGP XXXIII, LLCWashingtonMGP XXXIX, LLCWashingtonMGP XXXVII, LLCWashingtonMGP XXXVIII, LLCWashingtonMiddletown (RI) Associates of Rhode Island, L.P.DelawareMidland I, LLCDelawareMidpark Way S.E. Property Inc.British ColumbiaMidwest 108th & Q, LLCDelawareMidwest Ames, LLCDelawareMidwest Miracle Hills, LLCDelawareMidwest Prestwick, LLCDelawareMidwest Van Dorn, LLCDelawareMidwest Village of Columbus, LLCDelawareMidwest Windermere, LLCDelawareMidwest Woodbridge, LLCDelawareMilford ALF, LLCDelawareMill Creek Real Estate Partners, LLCDelawareMill Hill Retirement Facility Inc.OntarioMillville Meridian Limited PartnershipMarylandMinnetonka Tenant, LLCDelawareML Marion, L.P.IndianaMoline Physicians, LLCDelawareMontgomery Nursing Homes, Inc.PennsylvaniaMonticello Healthcare Properties, LLCDelawareMoorestown Physicians, LLCDelawareMount Vernon Physicians, LLCDelawareMountain View Tenant, LLCDelawareMPG Crawfordsville, L.P.IndianaMPG Healthcare L.P.IndianaMS Arlington, L.P.IndianaMS Avon, L.P.IndianaMS Bradner, L.P.IndianaMS Brecksville, L.P.IndianaMS Brookville, L.P.IndianaMS Castleton, L.P.IndianaMS Chatham, L.P.IndianaMS Chesterfield, L.P.IndianaMS Currituck, L.P.IndianaMS Danville, L.P.IndianaMS Highland, L.P.IndianaMS Kokomo, L.P.IndianaMS Lexington, L.P.IndianaMS Mishawaka, L.P.IndianaMS Springfield, L.P.IndianaMS Stafford, L.P.IndianaMS Wabash, L.P.IndianaMS Westfield, L.P.IndianaMSH CA Master GP, LLCDelawareMSH Operating, LLCDelawareMSH/Bellevue Operating, LLCDelawareMSH/Cohasset Operating, LLCDelawareMSH/Decatur Operating, LLCDelawareMSH/Glen Cove Operating, LLCDelawareMSH/Hunter Mill Operating, LLCDelawareMSH/Malvern Operating, LLCDelawareMSH/Oakland Hills Operating, L.P.CaliforniaMSH/Paramus Operating, LLCDelawareMSH/Walnut Creek Operating, LLCDelawareMSH/Wayland Operating, LLCDelawareMSH/West Essex Operating, LLCDelawareMSH/Whitemarsh Operating, LLCDelawareMurrieta Healthcare Investors, LLCDelawareMurrieta Healthcare Properties, LLCDelawareNewcross LtdIsland of JerseyNewtown Square Senior Living, L.L.C.DelawareNNA Akron Property, LLCDelawareNorth Cape Convalescent Center Associates, L.P.PennsylvaniaNorth Pointe Tenant, LLCDelawareNorthwest Total Care Center Associates L.P.New JerseyNursing and Retirement Center of the Andovers, Inc.MassachusettsOakland Care Centre LimitedUnited KingdomOgilvie Facility Inc.OntarioOne Veronica Drive Danvers LLCDelawareOshawa Facility Inc.OntarioOttershaw Property Holdings S.a.r.l.LuxembourgOverland Park Tenant, LLCDelawareParamount Real Estate Services, Inc.DelawareParkland Commons Subtenant, LLCDelawareParthenon Property Holdings, LLCDelawarePearland Shadow Creek Investors, LLCDelawarePelican Marsh Subtenant, LLCDelawarePelican Point Subtenant, LLCDelawarePendleton Physicians, LLCDelawarePetoskey I, LLCDelawarePetoskey II, LLCDelawarePhiladelphia Avenue AssociatesPennsylvaniaPhiladelphia Avenue CorporationPennsylvaniaPleasant View Retirement Limited Liability CompanyDelawarePlymouth I, LLCDelawarePompton Associates, L.P.New JerseyPompton Care, L.L.C.New JerseyPortsmouth Facility Inc.OntarioPrescott Nursing Home, Inc.MassachusettsProvidence Health Care, Inc.DelawarePVL Landlord - BC, LLCDelawarePVL Landlord - Hattiesburg, LLCDelawarePVL Landlord - STL Hills, LLCDelawarePVL Landlord - Webster, LLCDelawareQueensbury Operations, Inc.VirginiaQueensbury Tenant, LLCDelawareQueenswood Facility Inc.OntarioRaleigh Manor Limited PartnershipWest VirginiaRedmond Partners, LLCDelawareRegal Lifestyle (Birkdale) Inc.OntarioRegal Lifestyle (Chatham) Inc.OntarioRegal Lifestyle (Grand Wood) Inc.OntarioRegal Lifestyle (Lynwood) Inc.OntarioRegal Lifestyle (Port Perry) Inc.OntarioRenoir Facility Inc.OntarioResidence l'Ermitage Inc.QuebecResidence Notre-Dame (Victoriaville) Inc.QuebecRest Haven Nursing Home, Inc.West VirginiaRestful Homes (Birmingham) LimitedUnited KingdomRestful Homes (Milton Keynes) Ltd.United KingdomRestful Homes (Tile Cross) Ltd.United KingdomRestful Homes (Warwickshire) Ltd.United KingdomRestful Homes Developments Ltd.United KingdomRestful Homes I Holding Company Ltd.Island of JerseyRidgmar Tenant, LLCDelawareRiver Street AssociatesPennsylvaniaRiverbend Facility Inc.OntarioRose View Manor, Inc.PennsylvaniaRoseville Properties LimitedUnited KingdomRoss Place Retirement Residence Inc. / Residence Pour Retraites Ross Place Inc.British ColumbiaRoswell Tenant, LLCDelawareRRR SAS Facilities Inc.OntarioRSF REIT V GP, L.L.C.TexasRSF REIT V SP GP, L.L.C.TexasRSF REIT V SP, L.L.C.DelawareRSF REIT V, LLCMarylandRSF SP Alamance V, L.P.TexasRSF SP Canton V, L.P.TexasRSF SP Chapel Hill V L.P.TexasRSF SP Franklin V L.P.TexasRSF SP Guilford V, LPTexasRSF SP Harnett V, L.P.TexasRSF SP Liberty Ridge V L.P.TexasRSF SP Lillington AL V, L.P.TexasRSF SP Meadowview V L.P.TexasRSF SP Mitchell V L.P.TexasRSF SP Oakwood V, L.P.TexasRSF SP Scranton AL V, L.P.TexasRSF SP Scranton V, L.P.TexasRSF SP Smithfield V L.P.TexasRSF SP Stroudsburg V, L.P.TexasRSF SP Wilmington V L.P.TexasRSF SP Wrightsville V L.P.TexasRVNR, Inc.DelawareS&R Property SPE, LLCDelawareSaints Investments LimitedUnited KingdomSanta Monica AL, LLCDelawareSanta Monica Assisted Living Owner, LLCDelawareSanta Monica GP, LLCDelawareSarah Brayton General PartnershipMassachusettsSchuylkill Nursing Homes, Inc.PennsylvaniaScranton AL Investors, LLCVirginiaScranton Health Investors, LLCVirginiaSENIOR LIVING MEZZ B, LLCDelawareSENIOR LIVING MEZZ C, LLCDelawareSENIOR LIVING MEZZ D, LLCDelawareSENIOR LIVING MEZZ E, LLCDelawareSenior Living Ventures, Inc.PennsylvaniaSenior Star Investments I, LLCDelawareSenior Star Investments Kenwood, LLCDelawareSenior Star Kenwood Holdco, LLCDelawareSenior Star Tenant Kenwood, LLCDelawareSenior Star Tenant, LLCDelawareSenior Star Wexford Tenant, LLCDelawareSeniors Housing Investment III REIT Inc.MarylandShawnee Mission Investors II, LLCDelawareShawnee Mission Investors, LLCDelawareShelbourne Senior Living LimitedUnited KingdomSHP-ARC II, LLCDelawareSignature Devco 1 Property Holdings S.a.rl. LuxembourgSignature Senior Landlord, LLCDelawareSilverado Senior Living Calabasas, Inc.CaliforniaSilverado Senior Living Salt Lake City, Inc.DelawareSilverado Senior Living Scottsdale, Inc.DelawareSilverado Senior Living Tustin, Inc.CaliforniaSilverado Senior Living, Inc.CaliforniaSilvermere LtdIsland of JerseySimi Valley CA Senior Living Owner, LLCDelawareSIPL Aurora Propco S.a.r.l.LuxembourgSIPL Finco S.a.r.lLuxembourgSIPL Finco TRS S.a.r.l.LuxembourgSIPL Hancock Propco S.a.r.lLuxembourgSIPL Holdco S.a.r.lLuxembourgSIPL Investments S.a.r.lLuxembourgSIPL Marlow S.a.r.l.LuxembourgSIPL Partner 1 S.a.r.lLuxembourgSIPL Partner 10 S.a.r.lLuxembourgSIPL Partner 11 S.a.r.lLuxembourgSIPL Partner 2 S.a.r.lLuxembourgSIPL Partner 3 S.a.r.lLuxembourgSIPL Partner 4 S.a.r.lLuxembourgSIPL Partner 5 S.a.r.lLuxembourgSIPL Partner 6 S.a.r.lLuxembourgSIPL Partner 7 S.a.r.lLuxembourgSIPL Partner 8 S.a.r.lLuxembourgSIPL Partner 9 S.a.r.lLuxembourgSIPL Saints Propco S.a.r.lLuxembourgSIPL Sunrise Propco S.a.r.lLuxembourgSolomont Family Fall River Venture, Inc.MassachusettsSomerset Ridge General PartnershipMassachusettsSouth Valley Medical Building L.L.C.MinnesotaSouth Valley Venture, LLCMinnesotaSouthern Ocean GP, LLCNew JerseySP Green Ridge, LLCVirginiaSP Harnett, LLCVirginiaSP Lillington, LLCVirginiaSP Virginia Beach, LLCVirginiaSP Whitestone, LLCVirginiaSpencer House LtdIsland of JerseySR-73 and Lakeside Ave LLCDelawareSSL Aspen Park SPE LLCDelawareSSL Landlord, LLCDelawareSSL Sponsor, LLCDelawareSSL Tenant, LLCDelawareSt. Anthony Physicians, LLCDelawareSt. Clare Physicians II, LLCDelawareSt. Clare Physicians, LLCDelawareSt. Joseph Physicians, LLCDelawareSt. Paul Healthcare Investors, LLCDelawareStafford Associates of N.J., L.P.New JerseyStafford Care Home LtdIsland of JerseyStafford Convalescent Center, Inc.DelawareStamford Physicians, LLCDelawareSterling Investment Partners LtdIsland of JerseyStittsville Facility Inc.OntarioStroudsburg Health Investors, LLCVirginiaSubtenant 10225 Cypresswood Drive, LLCDelawareSubtenant 1118 N. Stoneman Avenue, LLCDelawareSubtenant 11330 Farrah Lane, LLCDelawareSubtenant 1221 Seventh Street, LLCDelawareSubtenant 125 W. Sierra Madre Avenue, LLCDelawareSubtenant 1301 Ralston Avenue, LLCDelawareSubtenant 1430 East 4500 South, LLCDelawareSubtenant 1500 Borden Road, LLCDelawareSubtenant 1936 Brookdale Road, LLCDelawareSubtenant 22955 Eastex Freeway, LLCDelawareSubtenant 240 E. Third Street, LLCDelawareSubtenant 25100 Calabasas Road, LLCDelawareSubtenant 30311 Camino Capistrano, LLCDelawareSubtenant 330 North Hayworth Avenue, LLCDelawareSubtenant 335 Saxony Road, LLCDelawareSubtenant 350 W. Bay Street, LLCDelawareSubtenant 3611 Dickason Avenue, LLCDelawareSubtenant 514 N. Prospect Avenue, LLCDelawareSubtenant 5521 Village Creek Drive, LLCDelawareSubtenant 7950 Baybranch Drive, LLCDelawareSubtenant 8855 West Valley Ranch Parkway, LLCDelawareSubtenant 9410 E. Thunderbird, LLCDelawareSun City Center Subtenant, LLCDelawareSun City West Tenant, LLCDelawareSun IV LLCDelawareSunrise at Gardner Park Limited PartnershipMassachusettsSunrise Basking Ridge Assisted Living, L.L.C.New JerseySunrise Belmont Assisted Living, L.L.C.CaliforniaSunrise Bethesda (SL-AU), LLCDelawareSunrise Bethesda (SL-HCU), LLCDelawareSunrise Bloomfield South MI Senior Living, LLCDelawareSunrise Bothell Senior Living, LLCDelawareSunrise Buckhead GA Senior Living, LLCDelawareSunrise Burlington Senior Living, LLCDelawareSunrise Chesterfield Assisted Living, L.L.C.MissouriSunrise Connecticut Avenue Assisted Living Owner, L.L.C.VirginiaSunrise Edison Owner, LLCDelawareSunrise Edmonds Senior Living, LLCDelawareSunrise Fairfax Assisted Living, L.L.C.VirginiaSunrise First Euro Properties GP LimitedIsland of JerseySunrise First Euro Properties LPIsland of JerseySunrise Flossmoor Assisted Living, L.L.C.IllinoisSunrise Gahanna Assisted Living, L.L.C.OhioSunrise Gardner Park GP, Inc.MassachusettsSunrise HBLR, LLCDelawareSunrise Highland Park Senior Living, L.L.C.IllinoisSunrise Home Help Services LimitedUnited KingdomSunrise Johns Creek GA Senior Living, LLCGeorgiaSunrise Kennebunk ME Senior Living, LLCDelawareSunrise Lafayette Hills Assisted Living, L.P.PennsylvaniaSunrise Lafayette Hills Senior Living GP, LLCDelawareSunrise Louisville KY Senior Living, LLCKentuckySunrise Lower Makefield PA Senior Living, LPDelawareSunrise Lynnfield Senior Living, LLCDelawareSunrise Marlboro Assisted Living, L.L.C.New JerseySUNRISE MEZZ A, LLCDelawareSUNRISE MEZZ B, LLCDelawareSUNRISE MEZZ C, LLCDelawareSUNRISE MEZZ D, LLCDelawareSUNRISE MEZZ E, LLCDelawareSunrise Monterey Senior Living, LPDelawareSunrise Monterey, LLCDelawareSunrise North Naperville Assisted Living, L.L.C.IllinoisSunrise Northgate Senior Living, LLCDelawareSunrise NY Tenant, LLCDelawareSunrise Oakland Assisted Living Limited PartnershipCaliforniaSunrise of Beaconsfield G.P. Inc.New BrunswickSunrise of Beaconsfield, LPOntarioSunrise of Blainville G.P. Inc.New BrunswickSunrise of Blainville, LPOntarioSunrise of Dollard des Ormeaux G.P. Inc.New BrunswickSunrise of Dollard des Ormeaux, LPOntarioSunrise Operations Bagshot II LimitedUnited KingdomSunrise Operations Banstead LimitedUnited KingdomSunrise Operations Bassett LimitedUnited KingdomSunrise Operations Beaconsfield LimitedUnited KingdomSunrise Operations Bramhall II LimitedUnited KingdomSunrise Operations Cardiff LimitedUnited KingdomSunrise Operations Chorleywood LimitedUnited KingdomSunrise Operations Eastbourne LimitedUnited KingdomSunrise Operations Edgbaston LimitedUnited KingdomSunrise Operations Elstree LimitedUnited KingdomSunrise Operations Esher LimitedUnited KingdomSunrise Operations Fleet LimitedUnited KingdomSunrise Operations Guildford LimitedUnited KingdomSunrise Operations Hale Barns LimitedUnited KingdomSunrise Operations Knowle LimitedUnited KingdomSunrise Operations Mobberley LimitedUnited KingdomSunrise Operations Purley LimitedUnited KingdomSunrise Operations Sevenoaks LimitedUnited KingdomSunrise Operations Solihull LimitedUnited KingdomSunrise Operations Sonning LimitedUnited KingdomSunrise Operations Southbourne Ltd.United KingdomSunrise Operations Tettenhall Ltd.United KingdomSunrise Operations UK LimitedUnited KingdomSunrise Operations V.W. LimitedUnited KingdomSunrise Operations Westbourne LimitedUnited KingdomSunrise Operations Weybridge LimitedUnited KingdomSunrise Operations Winchester LimitedUnited KingdomSunrise Paoli Assisted Living, L.P.PennsylvaniaSunrise Paoli Senior Living GP, LLCDelawareSunrise Randolph Senior Living, L.L.C.DelawareSunrise Senior Living International Limited PartnershipIsland of JerseySunrise Senior Living Investments, LLCVirginiaSunrise Senior Living Jersey LimitedIsland of JerseySunrise Third (Pool I) GP, LLCDelawareSunrise Third (Pool I), LLCDelawareSunrise Third (Pool I), LPCaliforniaSunrise Third (Pool II), LLCDelawareSunrise Third (Pool III) GP, LLCDelawareSunrise Third (Pool III), LLCDelawareSunrise Third (Pool III), LPCaliforniaSunrise Third (Pool IV) GP, LLCDelawareSunrise Third (Pool IV), LLCDelawareSunrise Third (Pool IV), LPCaliforniaSunrise Third (Pool V), LLCDelawareSunrise Third Alta Loma SL, LPCaliforniaSunrise Third Claremont SL, LPCaliforniaSunrise Third Crystal Lake SL, LLCIllinoisSunrise Third Dix Hills SL, LLCNew YorkSunrise Third East Setauket SL, LLCNew YorkSunrise Third Edgewater SL, LLCNew JerseySunrise Third Gurnee SL, LLCIllinoisSunrise Third Holbrook SL, LLCNew YorkSunrise Third Lincroft SL, LLCNew JerseySunrise Third Plainview SL, LLCNew YorkSunrise Third Roseville SL, LLCMinnesotaSunrise Third Schaumburg SL, LLCIllinoisSunrise Third Senior Living Holdings, LLCDelawareSunrise Third Tustin SL, LPCaliforniaSunrise Third University Park SL, LLCColoradoSunrise Third West Babylon SL, LLCNew YorkSunrise Third West Bloomfield SL, LLCMichiganSunrise Village House LLCMarylandSunrise Wake County NC Senior Living, LLCNorth CarolinaSunrise Webb Gin GA Senior Living, LLCDelawareSunrise Weston Assisted Living, Limited PartnershipMassachusettsSunrise Yonkers SL, LLCNew YorkSunrise Yonkers/Upper St. Clair Holdings, LLCDelawareSunvest Upper St. Clair MTE, LLCDelawareSV Yonkers, LLCDelawareSZR Beaconsfield Inc.New BrunswickSZR Blainville, Inc.New BrunswickSZR Dollard des Ormeaux, Inc.New BrunswickTacoma Healthcare Investors, LLCDelawareTampa Bay Subtenant, LLCDelawareTanglewood Tenant, LLCDelawareTeays Valley Haven Limited PartnershipWest VirginiaTerrace Gardens Retirement Facility Inc.OntarioThe Apple Valley Limited PartnershipMassachusettsThe Apple Valley Partnership Holding Company, Inc.PennsylvaniaThe Commons at Abacoa Condominium Association, Inc.FloridaThe Courtyards Subtenant, LLCDelawareThe Green (Solihull) Management Company LimitedUnited KingdomThe House of Campbell, Inc.West VirginiaThe Multicare Companies, Inc.DelawareThe Renaissance Resort Retirement Living Inc. / Complexe de Residence Renaissance Inc.CanadaThe Sarah Brayton Partnership Holding Company, Inc.DelawareThe Somerset Partnership Holding Company, Inc.MassachusettsThe Straus Group-Hopkins House, L.P.New JerseyThe Straus Group-Old Bridge, L.P.New JerseyThe Straus Group-Quakertown Manor, L.P.New JerseyThe Straus Group-Ridgewood, L.P.New JerseyTrafalgar Facility Inc.OntarioTrent House LtdIsland of JerseyTrident Holding Company, LLCDelawareTV Arlington Tenant, LLCDelawareUpper St. Clair Senior Living, L.L.C.DelawareValleyview Drive S.W. Property Inc.British ColumbiaVankleek Facility Inc.OntarioVentana Canyon Tenant, LLCDelawareVilla Chicoutimi Inc.QuebecVilla de l'Estrie Inc.QuebecVilla du Saguenay Inc.QuebecVilla Jonquiere Inc.QuebecVilla Rive-Sud Inc.QuebecVillas Realty & Investments, Inc.PennsylvaniaVirginia Beach Health Investors, LLCVirginiaVoorhees Healthcare Properties, LLCDelawareVoorhees Physicians, LLCDelawareWake County NC Senior Living Owner, LLCDelawareWaldorf Property, LLCMarylandWallingford Associates of Connecticut, L.P.DelawareWarrior LP Holdco, LLCDelawareWarwick Associates of Rhode Island, L.P.DelawareWaterstone I, LLCDelawareWausau Healthcare Investors, LLCDelawareWellesley Washington Street Housing I LLCDelawareWellingborough House LtdIsland of JerseyWelltower Charitable FoundationDelawareWelltower Tennessee Properties, LLCDelawareWelltower TRS Holdco LLCDelawareWest Boynton Investors, LLLPFloridaWestford Littleton Road I LLCDelawareWestford Nursing and Retirement Center Limited PartnershipMassachusettsWestford Nursing and Retirement Center, Inc.MassachusettsWestminster Junction Venture, LLCMinnesotaWhite Lake I, LLCDelawareWhite Oak Assisted Living L.L.C.DelawareWillow Manor Nursing Home, Inc.MassachusettsWillowbrook Properties Holdco LtdIsland of JerseyWilmington Assisted Living, L.L.C.DelawareWindrose 310 Properties, L.L.C.TennesseeWindrose Aberdeen I Properties, L.L.C.FloridaWindrose Aberdeen II Properties, L.L.C.DelawareWindrose Atrium Properties, L.L.C.DelawareWindrose AWPC II Properties, LLCDelawareWindrose AZ-Tempe Properties, LLCDelawareWindrose Bartlett Properties, LLCDelawareWindrose Biltmore Properties, L.L.C.VirginiaWindrose Central Medical II Properties, L.L.C.VirginiaWindrose Central Medical III Properties, L.L.C.VirginiaWindrose Central Medical Properties, L.L.C.DelawareWindrose Claremore Properties, LLCDelawareWindrose Congress I Properties, L.P.DelawareWindrose Congress II Properties, L.P.DelawareWindrose Coral Springs Properties, L.L.C.VirginiaWindrose Cottonwood Properties, LLCDelawareWindrose Denton Properties, LLCDelawareWindrose East Valley Properties, LLCDelawareWindrose Fayetteville Properties, L.L.C.DelawareWindrose Frisco I Properties, LLCDelawareWindrose Frisco II Properties, LLCDelawareWindrose Glendale Properties, LLCDelawareWindrose Lafayette Properties, L.L.C.DelawareWindrose Lake Mead Properties, L.L.C.VirginiaWindrose Lakewood Properties, L.L.C.VirginiaWindrose Las Vegas Properties, LLCDelawareWindrose Los Alamitos Properties, LLCDelawareWindrose Los Gatos Properties, L.L.C.VirginiaWindrose Medical Properties Management, L.L.C.VirginiaWindrose Medical Properties, L.P.VirginiaWindrose Mount Vernon Properties, L.L.C.VirginiaWindrose Niagara Falls Properties, LLCDelawareWindrose Northside Properties, Ltd.FloridaWindrose Northwest Professional Plaza Properties, LLCDelawareWindrose Orange Centre Properties, L.L.C.DelawareWindrose Orange Properties, L.L.C.DelawareWindrose Palm Court Properties, L.L.C.VirginiaWindrose Palmer Properties, LLCDelawareWindrose Palms West III Properties, Ltd.FloridaWindrose Palms West IV Properties, Ltd.FloridaWindrose Palms West V Properties, Ltd.FloridaWindrose Park Medical Properties, L.L.C.VirginiaWindrose Partell Medical Center, L.L.C.VirginiaWindrose Physicians Plaza Properties, LLCDelawareWindrose Princeton Properties, L.L.C.DelawareWindrose Santa Anita Properties, L.L.C.DelawareWindrose Sierra Properties, Ltd.FloridaWindrose Southlake Properties, LLCDelawareWindrose Southpointe Properties, L.L.C.DelawareWindrose Southside Properties, Ltd.FloridaWindrose SPE Mount Vernon Properties, Inc.GeorgiaWindrose St. Louis I Properties, LLCDelawareWindrose St. Mary's Medical Professional Building, L.L.C.VirginiaWindrose TSM I Properties, LLCDelawareWindrose Tucson Properties, LLCDelawareWindrose Tulsa Properties, L.L.C.DelawareWindrose Webster Properties, L.P.DelawareWindrose Wellington Properties, LLCDelawareWindrose Wellington Properties, Ltd.FloridaWindrose West Boca Properties, Ltd.FloridaWindrose West Seneca Properties, LLCDelawareWindrose West Tower Properties, Ltd.FloridaWindrose WPC Jupiter Properties, LLCDelawareWindrose WPC Properties, L.P.DelawareWindrose Yorkville Properties, L.L.C.VirginiaWMP AWPC II Management, LLCDelawareWMP Boynton Beach Management, LLCDelawareWMP Cottonwood Management, LLCDelawareWMP East Valley Management, LLCDelawareWMP Niagara Falls Management, LLCDelawareWMP Northwest Professional Plaza Management, LLCDelawareWMP Physicians Plaza Management, LLCDelawareWMP Southlake Management, LLCDelawareWMP TSM I Management, LLCDelawareWMP Wellington Management, LLCDelawareWMP West Seneca Management, LLCDelawareWMPT Aberdeen I Management, L.L.C.DelawareWMPT Aberdeen II Management, L.L.C.DelawareWMPT Atrium Management, L.L.C.DelawareWMPT AZ-Tempe Management, LLCDelawareWMPT Bartlett Management, LLCDelawareWMPT Bellaire HP Properties, L.L.C.VirginiaWMPT Bellaire L.P.VirginiaWMPT Bellaire POB Properties, L.L.C.VirginiaWMPT Bellaire Properties, L.L.C.VirginiaWMPT Boynton West Management, LLCDelawareWMPT Claremore Management, LLCDelawareWMPT Congress I Management, L.L.C.DelawareWMPT Congress II Management, L.L.C.DelawareWMPT Frisco I Management, LLCDelawareWMPT Frisco II Management, LLCDelawareWMPT Glendale Management, LLCDelawareWMPT Lafayette Management, L.L.C.DelawareWMPT Las Vegas Management, LLCDelawareWMPT Los Alamitos Management, LLCDelawareWMPT Northside Management, L.L.C.DelawareWMPT Orange Centre Management, L.L.C.DelawareWMPT Palmer Management, LLCDelawareWMPT Palms West III Management, L.L.C.DelawareWMPT Palms West IV Management, L.L.C.DelawareWMPT Palms West V Management, L.L.C.DelawareWMPT Pearland II Properties, L.L.C.VirginiaWMPT Pearland II, L.P.VirginiaWMPT Pearland Properties, L.L.C.VirginiaWMPT Pearland, L.P.VirginiaWMPT Princeton Management, L.L.C.DelawareWMPT Sacramento Properties, L.L.C.VirginiaWMPT Sacramento, L.P.VirginiaWMPT Santa Anita Management, L.L.C.DelawareWMPT Sierra Management, L.L.C.DelawareWMPT Southpointe Management, L.L.C.DelawareWMPT Southside Management, L.L.C.DelawareWMPT St. Louis I Management, LLCDelawareWMPT Stone Oak Properties, L.L.C.VirginiaWMPT Stone Oak, L.P.VirginiaWMPT Tomball Properties, L.L.C.VirginiaWMPT Tomball, L.P.VirginiaWMPT Tucson Management, LLCDelawareWMPT Tulsa Management, L.L.C.DelawareWMPT Webster Management, L.L.C.DelawareWMPT Wellington Management, L.L.C.DelawareWMPT West Boca Management, L.L.C.DelawareWMPT West Tower Management, L.L.C.DelawareWMPT WPC Jupiter Management, LLCDelawareWMPT WPC Management, L.L.C.DelawareWTP Healthcare Properties, LLCDelawareWyncote Healthcare Corp.Pennsylvania1 2 EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following registration statements: · Registration Statement (Form S-8 No. 333-126195) dated June 28, 2005 pertaining to the Health Care REIT, Inc. 2005 Long-Term IncentivePlan; · Registration Statement (Form S-8 No. 333-161131) dated August 6, 2009 pertaining to the Amended and Restated Health Care REIT, Inc. 2005Long-Term Incentive Plan; · Registration Statement (Form S-3 No. 333-203802) dated May 1, 2015 pertaining to an indeterminate amount of debt securities, common stock,preferred stock, depositary shares, warrants and units of Health Care REIT, Inc.; and · Registration Statement (Form S-3 No. 333-203803) dated May 1, 2015 pertaining to the Health Care REIT, Inc. Fifth Amended and RestatedDividend Reinvestment and Stock Purchase Plan; of our reports dated February 18, 2016, with respect to the consolidated financial statements and schedules of Welltower Inc. and the effectiveness ofinternal control over financial reporting of Welltower Inc. included in this Annual Report (Form 10-K) of Welltower Inc., for the year ended December31, 2015. /s/ ERNST & YOUNG LLP Toledo, OhioFebruary 18, 2016  EXHIBIT 24 POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a director or officer of Welltower Inc. (the “Company”), a Delawarecorporation, hereby constitutes and appoints Thomas J. DeRosa and Scott A. Estes, and each of them, his or her true and lawful attorneys-in-fact and agents,for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the year ended December 31,2015 to be filed by the Company with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended,and any and all amendments to such Form 10-K, and to file such Form 10-K and each such amendment so signed, with all exhibits thereto, and any and allother documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each ofthem, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to allintents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfullydo or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of this 18th day of February 2016. /s/ Jeffrey H. Donahue /s/ Judith C. Pelham Jeffrey H. Donahue, Chairman of the Board Judith C. Pelham, Director /s/ Kenneth J. Bacon /s/ Sergio D. Rivera Kenneth J. Bacon, Director Sergio D. Rivera, Director /s/ Fred S. Klipsch /s/ R. Scott Trumbull Fred S. Klipsch, Director R. Scott Trumbull, Director /s/ Geoffrey G. Meyers /s/ Thomas J. DeRosa Geoffrey G. Meyers, Director Thomas J. DeRosa, Chief Executive Officer and Director (Principal Executive Officer) /s/ Timothy J. Naughton /s/ Scott A. Estes Timothy J. Naughton, Director Scott A. Estes, Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Sharon M. Oster /s/ Paul D. Nungester, Jr. Sharon M. Oster, Director Paul D. Nungester, Jr., Senior Vice President and Controller (Principal Accounting Officer)  EXHIBIT 31.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERI, Thomas J. DeRosa, certify that: 1. I have reviewed this annual report on Form 10-K of Welltower Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.Date: February 18, 2016 /s/ THOMAS J. DEROSA Thomas J. DeRosa, Chief Executive Officer  EXHIBIT 31.2CERTIFICATION OF CHIEF FINANCIAL OFFICERI, Scott A. Estes, certify that: 1. I have reviewed this annual report on Form 10-K of Welltower Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.Date: February 18, 2016 /s/ SCOTT A. ESTES Scott A. Estes, Chief Financial Officer  EXHIBIT 32.1CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 I, Thomas J. DeRosa, the Chief Executive Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(18 U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2015 (the “Report”), fully complies withthe requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in allmaterial respects, the financial condition and results of operations of the Company. /s/ THOMAS J. DEROSA Thomas J. DeRosa, Chief Executive Officer Date: February 18, 2016 A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished tothe Securities and Exchange Commission or its staff upon request.  EXHIBIT 32.2CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 I, Scott A. Estes, the Chief Financial Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2015 (the “Report”), fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company. /s/ SCOTT A. ESTES Scott A. Estes, Chief Financial Officer Date: February 18, 2016 A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished tothe Securities and Exchange Commission or its staff upon request. 

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