Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2024

Welltower Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-8923

34-1096634

(State or other jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

4500 Dorr Street,

Toledo,

Ohio

43615

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (419) 247-2800

Not Applicable

(Former name or former address, if changed since last report.)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 par value per share

WELL

New York Stock Exchange

Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC

WELL/28

New York Stock Exchange

Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC

WELL/34

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 13, 2024, Welltower Inc. (the “Company”) issued a press release that announced operating results for its fourth quarter ended December 31, 2023. The press release refers to a supplemental information package that is available on the Company's website (www.welltower.com), free of charge. Copies of the press release and supplemental information package have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report, and are incorporated herein by reference.

The information included in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of Welltower Inc. dated February 13, 2024

99.2 Welltower Inc. Supplemental Information Package for the quarter ended December 31, 2023.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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


WELLTOWER INC.

By:			/s/ Matthew McQueen
Name:			Matthew McQueen
Title:			Executive Vice President – General Counsel & Corporate Secretary

Dated: February 13, 2024

FOR IMMEDIATE RELEASE

February 13, 2024

For more information contact:

Tim McHugh (419) 247-2800

Welltower Reports Fourth Quarter 2023 Results

Toledo, Ohio, February 13, 2024…..Welltower Inc. (NYSE:WELL) today announced results for the quarter ended December 31, 2023.

Recent Highlights

•Reported net income attributable to common stockholders of $0.15 per diluted share

•Reported quarterly normalized funds from operations ("FFO") attributable to common stockholders of $0.96 per diluted share, an increase of 15.7% over the prior year

•Reported total portfolio year-over-year same store NOI ("SSNOI") growth of 12.5%, driven by SSNOI growth in our Seniors Housing Operating ("SHO") portfolio of 23.7%

•SHO portfolio year-over-year same store ("SS") revenue increased 9.7% in the fourth quarter, with 330 basis points ("bps") of year-over-year average occupancy growth

•SHO portfolio year-over-year SSNOI margin expanded by 290 bps driven primarily by strong Revenue per Occupied Room ("RevPOR" or "Unit Revenue") growth which continued to meaningfully outpace Expense per Occupied Room ("ExpPOR" or "Unit Expense") growth

•During the fourth quarter, we completed $3.0 billion of pro rata gross investments, including $2.8 billion in acquisitions and loan funding and $277 million in development funding

•As of December 31, 2023, we had approximately $6.1 billion of available liquidity inclusive of $2.1 billion of available cash and restricted cash and full capacity under our $4.0 billion line of credit

Annual Highlights

•Reported net income attributable to common stockholders of $0.66 per diluted share

•Reported annual normalized FFO attributable to common stockholders of $3.64 per diluted share

•Reported total portfolio year-over-year average SSNOI growth of 12.6%, driven by SSNOI growth in our SHO portfolio of 24.4%

•Completed $5.9 billion of pro rata gross investments during 2023, including property acquisitions at substantial discounts to replacement cost and highly-structured debt and equity investments with significant downside protection

•Improved net debt to Adjusted EBITDA to 5.03x at December 31, 2023 from 6.31x at December 31, 2022

•Announced dissolution of joint ventures with Revera and Chartwell, representing key milestones in our seven-year contract modernization initiative and driving regional density and improved operator alignment across our Canadian portfolio. Additionally, unwound our Outpatient Medical joint venture with Canadian Pension Plan Investment Board ("CPPIB") through the acquisition of CPPIB's 45% interest in the 10-property portfolio, principally located in Beverly Hills, CA for a pro rata investment of $161 million

•Continued to deepen relationships with best-in-class operators including Avery Healthcare, Cogir Management Corporation ("Cogir"), Kisco Senior Living, Legend Senior Living ("Legend"), Oakmont Management Group, StoryPoint Senior Living ("StoryPoint") and Retirement Unlimited, Inc. ("RUI"), in a further expansion of our regional densification strategy

Capital Activity and Liquidity During the fourth quarter, net debt to consolidated enterprise value improved to 20.9% at December 31, 2023 from 29.5% at December 31, 2022. During the fourth quarter and subsequent to quarter end, we sourced over $3 billion of attractively priced capital, including debt, equity and proceeds from dispositions and loan payoffs to fund accretive capital deployment opportunities and to further strengthen our already robust liquidity profile. We reduced our share of variable rate debt to 8.7% as of December 31, 2023 from 16.0% as of December 31, 2022.


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4Q23			Earnings Release						February 13, 2024

Notable Investment Activity Completed During the Quarter In the fourth quarter, we completed $3.0 billion of pro rata gross investments, including $2.8 billion in acquisitions and loan funding and $277 million in development funding. We opened 11 development projects, including partial conversions and expansions, for an aggregate pro rata investment amount of $335 million. Additionally, during the fourth quarter we completed pro rata property dispositions and loan payoffs of $43 million.

Cogir As previously disclosed, we continued to grow our relationship with Cogir, closing on a portfolio of 12 best-in-class senior living communities in Quebec for a pro rata purchase price of $885 million CAD. Cogir will continue to manage the properties in a 95/5 joint venture.

Kayne Anderson Real Estate ("Kayne") Acquisition During the fourth quarter, we acquired a portfolio of ten seniors housing communities for a total purchase price of $469 million from Kayne. The portfolio, with an average age of 11 years, was acquired at a material discount to replacement cost.

Seniors Housing Operating Portfolio Acquisition During the quarter, we expanded our relationship with StoryPoint, Legend and RUI, through the acquisition of eight class-A seniors housing communities from a joint venture between a global real estate investment manager and global financial institution. The portfolio carries an average age of less than four years and was acquired for a total purchase price of $260 million, representing a substantial discount to estimated replacement cost. The seniors housing communities will operate under a RIDEA 4.0 contract and are expected to generate an unlevered IRR in the low double digits.

Quality Senior Living ("QSL") In the fourth quarter, we expanded our relationship with QSL through the acquisition of seven properties in the Mid-Atlantic and Southeastern U.S. regions for a total purchase price of $195 million.

Other Transactions Additionally during the fourth quarter, we acquired properties totaling $968 million at our share across seniors housing, wellness housing, outpatient medical and long-term/post-acute sectors largely across granular, privately-negotiated, off-market transactions.

Notable Investment Activity Completed During 2023

During 2023, we completed $5.9 billion of pro rata gross investments including $4.8 billion in acquisitions and loan funding and $1.1 billion in development funding. We converted development projects for an aggregate pro rata amount of $908 million. Additionally, during the year we completed pro rata dispositions and loan payoffs of $893 million.

Revera Joint Venture As previously disclosed, during the second quarter we entered into definitive agreements to dissolve our existing Revera joint venture relationship across the U.S., United Kingdom and Canada. The transactions include acquiring the remaining interests in 110 properties from Revera while simultaneously selling interests in 31 properties to Revera. During the second quarter, we closed the U.K. portfolio portion of the transaction and during the third quarter we closed the U.S. portfolio portion. We anticipate closing the remainder of the real estate transaction and operator transitions related to our Canadian portfolio during the first half of 2024 subject to customary closing conditions. The Canadian portfolio consists of 85 properties in a joint venture owned 75% by us and 25% by Revera. As a part of the transaction, we intend to acquire Revera's interest in 71 properties and sell our interests in the remaining 14 properties. Operations for the 71 retained properties have transitioned to new operators. The acquisition and simultaneous dispositions are expected to be largely cash neutral.

Announced Future Investment Activity

Chartwell As previously disclosed, we entered into a mutually beneficial, definitive agreement to dissolve the existing Chartwell joint venture relationship across 39 properties in Canada. In conjunction with the transaction, which is subject to customary closing conditions, we will acquire the remaining interest in 23 high-quality seniors housing properties from Chartwell and other joint venture partners while simultaneously selling our interest in 16 properties to Chartwell. Following the joint venture dissolution, certain properties will be transitioned to Cogir with the remaining properties transitioned to the Welltower/Cogir PLR platform.

Affinity Living Communities ("Affinity") Subsequent to quarter end, we entered into a definitive agreement, which is subject to customary closing conditions, to acquire a portfolio of 25 age-restricted active adult communities for $969 million through a privately negotiated, off-market transaction. The highly-amenitized Affinity branded portfolio encompasses nearly 3,900 units and is largely concentrated in the Pacific Northwest, enabling us to strategically scale the geographic reach of our Wellness Housing portfolio into markets with a projected 5-year 55+ population growth more than 2.5 times higher than the U.S. average. The transaction is expected to be funded through cash and the assumption of $523 million of below market rate debt with an average interest rate of 3.8% and a nine-year weighted average maturity. With the closing of this transaction, Welltower, as the largest owner of moderately priced age-restricted and age-targeted rental housing in the U.S., will significantly expand its market leadership with a total of nearly 25,000 units.

Environmental, Social and Governance (“ESG”) We released our 2023 Green Bond Allocation report, highlighting the full allocation of $1.04 billion of net proceeds from the December 2019 and March 2022 green bond issuances to eligible green building projects, including LEED, BREEAM and ENERGY STAR certified properties.


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4Q23			Earnings Release						February 13, 2024

Dividend On February 13, 2024, the Board of Directors declared a cash dividend for the quarter ended December 31, 2023 of $0.61 per share. This dividend, which will be paid on March 7, 2024 to stockholders of record as of February 23, 2024, will be our 211th consecutive quarterly cash dividend. The declaration and payment of future quarterly dividends remains subject to review and approval by the Board of Directors.

Outlook for 2024 We are introducing our 2024 earnings guidance and expect to report net income attributable to common stockholders in a range of $1.21 to $1.37 per diluted share and normalized FFO attributable to common stockholders in a range of $3.94 to $4.10 per diluted share. In preparing our guidance, we have made the following assumptions:

•Same Store NOI: We expect average blended SSNOI growth of 8.25% to 11.50%, which is comprised of the following components:

◦Seniors Housing Operating approximately 15% to 21%

◦Seniors Housing Triple-net approximately 2.5% to 4.0%

◦Outpatient Medical approximately 2% to 3%

◦Long-Term/Post-Acute Care approximately 2% to 3%

•Investments: Our earnings guidance includes only those acquisitions announced or closed to date. Furthermore, no transitions or restructures beyond those announced to date are included.

•General and Administrative Expenses: We anticipate general and administrative expenses to be approximately $195 million to $205 million and stock-based compensation expense to be approximately $37 million.

•Development: We anticipate funding an additional $819 million of development in 2024 relating to projects underway on December 31, 2023.

•Dispositions: We expect pro rata disposition proceeds of $1.0 billion at a blended yield of 5.8% in the next twelve months. This includes approximately $950 million of consideration from expected property sales and $78 million of expected proceeds from loan repayments.

•Pandemic Relief Funds: Our 2024 earnings guidance does not include the recognition of any pandemic relief funds which may be received during the year. In 2023, we recognized approximately $13 million at our share relating to Provider Relief Funds and similar programs in the United Kingdom and Canada.

Our guidance does not include any additional investments, dispositions or capital transactions beyond those we have announced, nor any other expenses, impairments, unanticipated additions to the loan loss reserve or other additional normalizing items. Please see the Supplemental Reporting Measures section for further discussion and our definition of normalized FFO and SSNOI and Exhibit 3 for a reconciliation of the outlook for net income available to common stockholders to normalized FFO attributable to common stockholders. We will provide additional detail regarding our 2024 outlook and assumptions on the fourth quarter 2023 conference call.

Conference Call Information We have scheduled a conference call on Wednesday, February 14, 2024 at 9:00 a.m. Eastern Time to discuss our fourth quarter 2023 results, industry trends and portfolio performance. Telephone access will be available by dialing (888) 340-5024 or (646) 960-0135 (international). For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through February 21, 2024. To access the rebroadcast, dial (800) 770-2030 or (647) 362-9199 (international). The conference ID number is 8230248. To participate in the webcast, log on to www.welltower.com 15 minutes before the call to download the necessary software. Replays will be available for 90 days.

Supplemental Reporting Measures We believe that net income and net income attributable to common stockholders ("NICS"), as defined by U.S. generally accepted accounting principles ("U.S. GAAP"), are the most appropriate earnings measurements. However, we consider funds from operations ("FFO"), normalized FFO, net operating income ("NOI"), same store NOI ("SSNOI"), revenue per occupied room ("RevPOR"), same store RevPOR ("SS RevPOR"), expense per occupied room ("ExpPOR"), same store ExpPOR ("SS ExpPOR"), EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Excluding EBITDA and Adjusted EBITDA, these supplemental measures are disclosed on our pro rata ownership basis. Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding our minority ownership share of unconsolidated amounts. We do not control unconsolidated investments. While we consider pro rata disclosures useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution.

Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts ("NAREIT") created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO attributable to common stockholders, as defined by NAREIT, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and


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4Q23			Earnings Release						February 13, 2024

noncontrolling interests. Normalized FFO attributable to common stockholders represents FFO attributable to common stockholders adjusted for certain items detailed in Exhibit 2. We believe that normalized FFO attributable to common stockholders is a useful supplemental measure of operating performance because investors and equity analysts may use this measure to compare the operating performance of Welltower between periods or as compared to other REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or incalculable items.

We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property operations and unallocable to the properties. These expenses include, but are not limited to, payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. SSNOI is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in the same store amounts five full quarters after acquisition or being placed into service. Land parcels, loans and sub-leases, as well as any properties sold or classified as held for sale during the period, are excluded from the same store amounts. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from the same store amounts until five full quarters post completion of the redevelopment. Properties undergoing operator transitions and/or segment transitions are also excluded from the same store amounts until five full quarters post completion of the operator transition or segment transition. In addition, properties significantly impacted by force majeure, acts of God or other extraordinary adverse events are excluded from same store amounts until five full quarters after the properties are placed back into service. SSNOI excludes non-cash NOI and includes adjustments to present consistent property ownership percentages and to translate Canadian properties and UK properties using a consistent exchange rate. Normalizers include adjustments that in management’s opinion are appropriate in considering SSNOI, a supplemental, non-GAAP performance measure. None of these adjustments, which may increase or decrease SSNOI, are reflected in our financial statements prepared in accordance with U.S. GAAP. Significant normalizers (defined as any that individually exceed 0.50% of SSNOI growth per property type) are separately disclosed and explained. We believe NOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our properties. No reconciliation of the forecasted range for SSNOI on a combined basis or by property type is included in this release because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measure without unreasonable efforts, and we believe such reconciliation would imply a degree of precision that could be confusing or misleading to investors.

RevPOR represents the average revenues generated per occupied room per month and ExpPOR represents the average expenses per occupied room per month at our Seniors Housing Operating properties. These metrics are calculated as our pro rata version of total resident fees and services revenues or property operating expenses from the income statement, divided by average monthly occupied room days. SS RevPOR and SS ExpPOR are used to evaluate the RevPOR and ExpPOR performance of our properties under a consistent population, which eliminates changes in the composition of our portfolio. They are based on the same pool of properties used for SSNOI and includes any revenue or expense normalizations used for SSNOI. We use RevPOR, ExpPOR, SS RevPOR and SS ExpPOR to evaluate the revenue-generating capacity and profit potential of our Seniors Housing Operating portfolio independent of fluctuating occupancy rates. They are also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our Seniors Housing Operating portfolio.

Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and ratings agencies in the valuation, comparison, rating and investment recommendations of companies. Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, they are utilized by the Board of Directors to evaluate management. The supplemental reporting measures do


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4Q23			Earnings Release						February 13, 2024

not represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Please see the exhibits for reconciliations of supplemental reporting measures and the supplemental information package for the quarter ended December 31, 2023, which is available on Welltower's website (www.welltower.com), for information and reconciliations of additional supplemental reporting measures.

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

Forward-Looking Statements and Risk Factors This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual results to differ materially from Welltower’s expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; Welltower’s ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters, health emergencies (such as the COVID-19 pandemic) and other acts of God affecting Welltower’s properties; Welltower’s ability to re-lease space at similar rates as vacancies occur; Welltower’s 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 Welltower’s properties; changes in rules or practices governing Welltower’s financial reporting; the movement of U.S. and foreign currency exchange rates; Welltower’s ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and other risks described in Welltower’s reports filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.


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4Q23			Earnings Release						February 13, 2024

Welltower Inc.

Financial Exhibits


Consolidated Balance Sheets (unaudited)
(in thousands)
	December 31,
	2023		2022
Assets
Real estate investments:
Land and land improvements	$	4,697,824	$	4,249,834
Buildings and improvements	37,796,553		33,651,336
Acquired lease intangibles	2,166,470		1,945,458
Real property held for sale, net of accumulated depreciation	372,883		133,058
Construction in progress	1,304,441		1,021,080
Less accumulated depreciation and intangible amortization	(9,274,814)		(8,075,733)
Net real property owned	37,063,357		32,925,033
Right of use assets, net	350,969		323,942
Real estate loans receivable, net of credit allowance	1,361,587		890,844
Net real estate investments	38,775,913		34,139,819
Other assets:
Investments in unconsolidated entities	1,636,531		1,499,790
Goodwill	68,321		68,321
Cash and cash equivalents	1,993,646		631,681
Restricted cash	82,437		90,611
Straight-line rent receivable	443,800		322,173
Receivables and other assets	1,011,518		1,140,838
Total other assets	5,236,253		3,753,414
Total assets	$	44,012,166	$	37,893,233

Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper	$	—	$	—
Senior unsecured notes	13,552,222		12,437,273
Secured debt	2,183,327		2,110,815
Lease liabilities	383,230		415,824
Accrued expenses and other liabilities	1,521,660		1,535,325
Total liabilities	17,640,439		16,499,237
Redeemable noncontrolling interests	290,605		384,443
Equity:
Common stock	565,894		491,919
Capital in excess of par value	32,741,949		26,742,750
Treasury stock	(111,578)		(111,001)
Cumulative net income	9,145,044		8,804,950
Cumulative dividends	(16,773,773)		(15,514,097)
Accumulated other comprehensive income	(163,160)		(119,707)
Total Welltower Inc. stockholders’ equity	25,404,376		20,294,814
Noncontrolling interests	676,746		714,739
Total equity	26,081,122		21,009,553
Total liabilities and equity	$	44,012,166	$	37,893,233


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4Q23			Earnings Release						February 13, 2024


Consolidated Statements of Income (unaudited)
(in thousands, except per share data)
		Three Months Ended				Twelve Months Ended
		December 31,				December 31,
		2023		2022		2023		2022
Revenues:
	Resident fees and services	$	1,262,862	$	1,100,671	$	4,753,804	$	4,173,711
	Rental income	404,068		372,002		1,556,073		1,451,786
	Interest income	51,019		36,646		168,354		150,571
	Other income	31,826		9,212		159,764		84,547
	Total revenues	1,749,775		1,518,531		6,637,995		5,860,615
Expenses:
	Property operating expenses	1,036,078		938,838		3,947,776		3,558,770
	Depreciation and amortization	380,730		342,286		1,401,101		1,310,368
	Interest expense	154,574		140,391		607,846		529,519
	General and administrative expenses	44,327		41,319		179,091		150,390
	Loss (gain) on derivatives and financial instruments, net	(7,215)		258		(2,120)		8,334
	Loss (gain) on extinguishment of debt, net	—		87		7		680
	Provision for loan losses, net	2,517		10,469		9,809		10,320
	Impairment of assets	14,994		13,146		36,097		17,502
	Other expenses	36,307		24,954		108,341		101,670
	Total expenses	1,662,312		1,511,748		6,287,948		5,687,553
Income (loss) from continuing operations before income taxes
	and other items	87,463		6,783		350,047		173,062
Income tax (expense) benefit		4,768		4,088		(6,364)		(7,247)
Income (loss) from unconsolidated entities		(2,008)		(4,650)		(53,442)		(21,290)
Gain (loss) on real estate dispositions, net		(1,783)		(4,423)		67,898		16,043
Income (loss) from continuing operations		88,440		1,798		358,139		160,568

Net income (loss)		88,440		1,798		358,139		160,568
Less:	Net income (loss) attributable to noncontrolling interests (1)	4,529		5,526		18,045		19,354
Net income (loss) attributable to common stockholders		$	83,911	$	(3,728)	$	340,094	$	141,214
Average number of common shares outstanding:
	Basic	548,892		483,305		515,629		462,185
	Diluted	552,380		483,305		518,701		465,158
Net income (loss) attributable to common stockholders per share:
	Basic	$	0.15	$	(0.01)	$	0.66	$	0.31
	Diluted(2)	$	0.15	$	(0.01)	$	0.66	$	0.30
Common dividends per share		$	0.61	$	0.61	$	2.44	$	2.44

(1) Includes amounts attributable to redeemable noncontrolling interests.
(2) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.


						Page 7 of 11


4Q23			Earnings Release						February 13, 2024


FFO Reconciliations									Exhibit 1
(in thousands, except per share data)			Three Months Ended				Twelve Months Ended
			December 31,				December 31,
			2023		2022		2023		2022
Net income (loss) attributable to common stockholders			$	83,911	$	(3,728)	$	340,094	$	141,214
Depreciation and amortization			380,730		342,286		1,401,101		1,310,368
Impairments and losses (gains) on real estate dispositions, net			16,777		17,569		(31,801)		1,459
Noncontrolling interests(1)			(11,436)		(13,989)		(46,393)		(56,529)
Unconsolidated entities(2)			21,877		15,847		100,226		81,560
NAREIT FFO attributable to common stockholders			491,859		357,985		1,763,227		1,478,072
Normalizing items, net(3)			37,760		46,247		122,317		80,198
Normalized FFO attributable to common stockholders			$	529,619	$	404,232	$	1,885,544	$	1,558,270





Average diluted common shares outstanding
	For net income (loss) purposes		552,380		483,305		518,701		465,158
	For FFO purposes		552,380		486,419		518,701		465,158

Per diluted share data attributable to common stockholders:
	Net income (loss)(4)		$	0.15	$	(0.01)	$	0.66	$	0.30
	NAREIT FFO		$	0.89	$	0.74	$	3.40	$	3.18
	Normalized FFO		$	0.96	$	0.83	$	3.64	$	3.35




Normalized FFO Payout Ratio:
	Dividends per common share		$	0.61	$	0.61	$	2.44	$	2.44
	Normalized FFO attributable to common stockholders per share		$	0.96	$	0.83	$	3.64	$	3.35
		Normalized FFO payout ratio	64%		73%		67%		73%

Other items:(5)
Net straight-line rent and above/below market rent amortization(6)			$	(39,296)	$	(26,539)	$	(135,356)	$	(106,496)
Non-cash interest expenses(7)			7,609		6,167		27,252		21,805
Recurring cap-ex, tenant improvements, and lease commissions			(71,726)		(62,122)		(199,359)		(179,133)
Stock-based compensation			8,418		6,569		36,611		26,027

(1) Represents noncontrolling interests' share of net FFO adjustments.
(2) Represents Welltower's share of net FFO adjustments from unconsolidated entities.
(3) See Exhibit 2.
(4) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.
(5) Amounts presented net of noncontrolling interests' share and including Welltower's share of unconsolidated entities.
(6) Excludes normalized other impairment (see Exhibit 2).
(7) Excludes normalized foreign currency loss (gain) (see Exhibit 2).


						Page 8 of 11


4Q23			Earnings Release						February 13, 2024


Normalizing Items						Exhibit 2
(in thousands, except per share data)	Three Months Ended					Twelve Months Ended
	December 31,					December 31,
	2023			2022		2023		2022
Loss (gain) on derivatives and financial instruments, net	$	(7,215)	(1)	$	258	$	(2,120)	$	8,334
Loss (gain) on extinguishment of debt, net	—			87		7		680
Provision for loan losses, net	2,517		(2)	10,469		9,809		10,320
Income tax benefits	(6,731)		(3)	(6,784)		(6,977)		(6,784)
Other impairment	4,333		(4)	—		16,642		(620)
Other expenses	36,307		(5)	24,954		108,341		101,670
Leasehold interest termination	—			—		(65,485)		(64,854)
Casualty losses, net of recoveries	1,038		(6)	7,377		10,107		10,391
Foreign currency loss (gain)	(1,139)		(7)	(1,090)		(1,629)		2,787
Normalizing items attributable to noncontrolling interests and unconsolidated entities, net	8,650		(8)	10,976		53,622		18,274
Net normalizing items	$	37,760		$	46,247	$	122,317	$	80,198

Average diluted common shares outstanding	552,380			486,419		518,701		465,158
Net normalizing items per diluted share	$	0.07		$	0.10	$	0.24	$	0.17

(1) Primarily related to mark-to-market of the equity warrants received as part of the Safanad/HC-One transactions.

(2) Primarily related to reserves for loan losses under the current expected credit losses accounting standard.
(3) Primarily related to the release of valuation allowances.
(4) Represents the write off of straight-line rent receivable balances relating to leases placed on cash recognition.
(5) Primarily related to non-capitalizable transaction costs and expenses associated with operator transitions.
(6) Primarily relates to casualty losses net of any insurance recoveries.
(7) Primarily relates to foreign currency gains and losses related to accrued interest on intercompany loans and third party debt denominated in a foreign currency.
(8) Primarily related to hypothetical liquidation at book value adjustments related to in substance real estate investments.


Outlook Reconciliation: Year Ending December 31, 2024	Exhibit 3
(in millions, except per share data)		Current Outlook
			Low		High
FFO Reconciliation:
Net income attributable to common stockholders			$	694	$	785
Impairments and losses (gains) on real estate dispositions, net(1,2)			(78)		(78)
Depreciation and amortization(1)			1,636		1,636
NAREIT FFO and Normalized FFO attributable to common stockholders			2,252		2,343



Diluted per share data attributable to common stockholders:
Net income			$	1.21	$	1.37
NAREIT FFO and Normalized FFO			$	3.94	$	4.10


Other items:(1)
Net straight-line rent and above/below market rent amortization			$	(138)	$	(138)
Non-cash interest expenses			36		36
Recurring cap-ex, tenant improvements, and lease commissions			(226)		(226)
Stock-based compensation			39		39

(1) Amounts presented net of noncontrolling interests' share and Welltower's share of unconsolidated entities.
(2) Includes estimated gains on projected dispositions.


						Page 9 of 11


4Q23			Earnings Release						February 13, 2024


SSNOI Reconciliations																	Exhibit 4
(in thousands)		Three Months Ended
		March 31,					June 30,					September 30,					December 31,
		2023			2022		2023			2022		2023			2022		2023			2022
Net income (loss)		$	28,635		$	65,751	$	106,342		$	95,672	$	134,722		$	(2,653)	$	88,440		$	1,798
Loss (gain) on real estate dispositions, net		(747)			(22,934)		2,168			3,532		(71,102)			(1,064)		1,783			4,423
Loss (income) from unconsolidated entities		7,071			2,884		40,332			7,058		4,031			6,698		2,008			4,650
Income tax expense (benefit)		3,045			5,013		3,503			3,065		4,584			3,257		(4,768)			(4,088)
Other expenses		22,745			26,069		11,069			35,166		38,220			15,481		36,307			24,954
Impairment of assets		12,629			—		1,086			—		7,388			4,356		14,994			13,146
Provision for loan losses, net		777			(804)		2,456			165		4,059			490		2,517			10,469
Loss (gain) on extinguishment of debt, net		5			(12)		1			603		1			2		—			87
Loss (gain) on derivatives and financial instruments, net		930			2,578		1,280			(1,407)		2,885			6,905		(7,215)			258
General and administrative expenses		44,371			37,706		44,287			36,554		46,106			34,811		44,327			41,319
Depreciation and amortization		339,112			304,088		341,945			310,295		339,314			353,699		380,730			342,286
Interest expense		144,403			121,696		152,337			127,750		156,532			139,682		154,574			140,391
Consolidated NOI		602,976			542,035		706,806			618,453		666,740			561,664		713,697			579,693
NOI attributable to unconsolidated investments(1)		26,354			20,142		25,150			23,648		29,488			27,374		30,785			24,950
NOI attributable to noncontrolling interests(2)		(25,057)			(34,999)		(24,262)			(82,804)		(22,838)			(27,236)		(22,402)			(27,523)
Pro rata NOI		604,273			527,178		707,694			559,297		673,390			561,802		722,080			577,120
	Non-cash NOI attributable to same store properties	(19,694)			(13,669)		(15,671)			(18,162)		(14,036)			(16,045)		(10,999)			(17,233)
	NOI attributable to non-same store properties	(144,558)			(106,506)		(242,710)			(133,593)		(190,461)			(134,532)		(243,171)			(148,387)
	Currency and ownership(3)	(576)			(4,787)		(1,738)			(1,713)		(1,513)			2,746		(992)			4,456
	Other adjustments(4)	4,558			(2,123)		(3,378)			(11,603)		(1,489)			(5,758)		458			(362)
Same Store NOI (SSNOI)		$	444,003		$	400,093	$	444,197		$	394,226	$	465,891		$	408,213	$	467,376		$	415,594

Seniors Housing Operating		$	216,304		$	175,325	$	217,863		$	175,416	$	238,882		$	189,440	$	237,948		$	192,324
Seniors Housing Triple-net		94,408			94,203		93,575			90,740		89,929			86,573		90,599			88,689
Outpatient Medical		109,983			108,201		113,097			109,547		117,217			113,344		118,912			115,643
Long-Term/Post-Acute Care		23,308			22,364		19,662			18,523		19,863			18,856		19,917			18,938
	Total SSNOI	$	444,003		$	400,093	$	444,197		$	394,226	$	465,891		$	408,213	$	467,376		$	415,594

																				Average
Seniors Housing Operating		23.4		%			24.2		%			26.1		%			23.7		%	24.4		%
Seniors Housing Triple-net		0.2		%			3.1		%			3.9		%			2.2		%	2.4		%
Outpatient Medical		1.6		%			3.2		%			3.4		%			2.8		%	2.8		%
Long-Term/Post-Acute Care		4.2		%			6.1		%			5.3		%			5.2		%	5.2		%
	Total SSNOI growth	11.0		%			12.7		%			14.1		%			12.5		%	12.6		%

Note: (1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.
	(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner.
	(3) Includes adjustments to reflect consistent property ownership percentages and foreign currency exchange rates for properties in the U.K. and Canada.
	(4) Includes other adjustments described in the accompanying Supplements.


						Page 10 of 11


4Q23			Earnings Release						February 13, 2024


Net Debt to Adjusted EBITDA Reconciliation				Exhibit 5
(in thousands)	Three Months Ended
	December 31, 2023			December 31, 2022
Net income (loss)	$	88,440		$	1,798
Interest expense	154,574			140,391
Income tax expense (benefit)	(4,768)			(4,088)
Depreciation and amortization	380,730			342,286
EBITDA	618,976			480,387
Loss (income) from unconsolidated entities	2,008			4,650
Stock-based compensation	8,418			6,569
Loss (gain) on extinguishment of debt, net	—			87
Loss (gain) on real estate dispositions, net	1,783			4,423
Impairment of assets	14,994			13,146
Provision for loan losses, net	2,517			10,469
Loss (gain) on derivatives and financial instruments, net	(7,215)			258
Other expenses	36,307			24,954

Casualty losses, net of recoveries	1,038			7,377
Other impairment(1)	4,333			—
Adjusted EBITDA	$	683,159		$	552,320

Total debt(2)	$	15,815,226		$	14,661,552
Cash and cash equivalents and restricted cash	(2,076,083)			(722,292)
Net debt	$	13,739,143		$	13,939,260

Adjusted EBITDA annualized	$	2,732,636		$	2,209,280
Net debt to Adjusted EBITDA ratio	5.03		x	6.31		x

(1) Represents the write off of straight-line rent receivable balances for leases placed on cash recognition.
(2) Amounts include unamortized premiums/discounts, other fair value adjustments and financing lease liabilities. Excludes operating lease liabilities related to ASC 842 of $303,553,000 and $302,360,000 for the three months ended December 31, 2023 and 2022, respectively.


Net Debt to Consolidated Enterprise Value				Exhibit 6
(in thousands, except share price)
	December 31, 2023			December 31, 2022
Common shares outstanding	564,241			490,509
Period end share price	$	90.17		$	65.55
Common equity market capitalization	$	50,877,611		$	32,152,865



Net debt	$	13,739,143		$	13,939,260

Noncontrolling interests(1)	967,351			1,099,182
Consolidated enterprise value	$	65,584,105		$	47,191,307
Net debt to consolidated enterprise value	20.9		%	29.5		%


(1) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our consolidated balance sheets.


						Page 11 of 11


Table of Contents


Overview			1

Portfolio			2

Investment			6

Financial			11

Glossary			16

Supplemental Reporting Measures			17

Forward Looking Statements and Risk Factors			21


Overview


(dollars and occupancy at Welltower pro rata ownership; dollars in thousands)

Portfolio Composition(1)			Beds/Unit Mix
	Average Age	Properties	Total		Wellness Housing	Independent Living	Assisted Living	Memory Care	Long-Term/ Post-Acute Care
Seniors Housing Operating	17	1,000	121,009		20,811	45,661	38,382	15,519	636
Seniors Housing Triple-net	18	361	27,994		—	5,099	13,869	8,815	211
Outpatient Medical	19	447	26,548,070	(2)	n/a	n/a	n/a	n/a	n/a
Long-Term/Post-Acute Care	32	292	37,225		—	—	854	—	36,371
Total	20	2,100


NOI Performance	Same Store(3)							In-Place Portfolio(4)
	Properties	4Q22 NOI		4Q23 NOI		% Change		Properties	Annualized In-Place NOI		% of Total
Seniors Housing Operating	647	$	192,324	$	237,948	23.7	%	900	$	1,219,612	49.6	%
Seniors Housing Triple-net	316	88,689		90,599		2.2	%	346	385,424		15.7	%
Outpatient Medical	377	115,643		118,912		2.8	%	423	523,108		21.3	%
Long-Term/Post-Acute Care	48	18,938		19,917		5.2	%	259	328,656		13.4	%
Total	1,388	$	415,594	$	467,376	12.5	%	1,928	$	2,456,800	100.0	%


Portfolio Performance					Facility Revenue Mix
Stable Portfolio(5)	Occupancy		EBITDAR Coverage(6)	EBITDARM Coverage(6)	Private Pay		Medicaid		Medicare		Other Government(7)
Seniors Housing Operating	83.3	%	n/a	n/a	97.4	%	1.1	%	0.4	%	1.1	%
Seniors Housing Triple-net	82.4	%	0.95	1.15	88.5	%	4.4	%	0.5	%	6.6	%
Outpatient Medical	94.5	%	n/a	n/a	100.0	%	—		—		—
Long-Term/Post-Acute Care	80.6	%	1.36	1.67	30.1	%	38.2	%	31.7	%	—	%
Total			1.02	1.23	93.8	%	3.0	%	1.9	%	1.3	%

Notes:

(1) Includes land parcels and properties under development.

(2) Indicates the total square footage of Outpatient Medical properties.

(3) See pages 18 and 19 for reconciliation.

(4) Excludes land parcels, loans, developments and investments held for sale. See page 18 for reconciliation.

(5) Data as of December 31, 2023 for Seniors Housing Operating and Outpatient Medical and September 30, 2023 for remaining asset types.

(6) Represents trailing twelve month coverage metrics.

(7) Represents various federal and local reimbursement programs in the United Kingdom and Canada.


Portfolio


(dollars in thousands at Welltower pro rata ownership)
In-Place NOI Diversification(1)
By Partner:	Total Properties	Seniors Housing Operating		Seniors Housing Triple-net		Outpatient Medical		Long-Term/ Post-Acute Care		Total		% of Total
Integra Healthcare Properties	147	$	—	$	—	$	—	$	152,088	$	152,088	6.2	%
Avery Healthcare	91	73,652		68,012		—		—		141,664		5.8	%
Cogir Management Corporation	106	138,824		—		—		—		138,824		5.7	%
Sunrise Senior Living	91	130,668		—		—		—		130,668		5.3	%
Oakmont Management Group	63	101,624		—		—		—		101,624		4.1	%
Aspire	53	—		—		—		86,524		86,524		3.5	%
Atria Senior Living	91	83,828		—		—		—		83,828		3.4	%
Belmont Village	21	80,628		—		—		—		80,628		3.3	%
Sagora Senior Living	41	49,260		24,384		—		—		73,644		3.0	%
StoryPoint Senior Living	81	39,844		25,156		—		—		65,000		2.6	%
Remaining	1,143	521,284		267,872		523,108		90,044		1,402,308		57.1	%
Total	1,928	$	1,219,612	$	385,424	$	523,108	$	328,656	$	2,456,800	100.0	%

By Country:
United States	1,664	$	950,536	$	318,780	$	523,108	$	321,892	$	2,114,316	86.1	%
United Kingdom	129	112,268		63,196		—		—		175,464		7.1	%
Canada	135	156,808		3,448		—		6,764		167,020		6.8	%
Total	1,928	$	1,219,612	$	385,424	$	523,108	$	328,656	$	2,456,800	100.0	%

By MSA:
Los Angeles	73	$	81,612	$	20,064	$	41,332	$	—	$	143,008	5.8	%
New York / New Jersey	76	54,216		13,340		37,648		3,512		108,716		4.4	%
Dallas	69	53,060		6,592		29,020		4,436		93,108		3.8	%
Greater London	49	69,092		16,924		—		—		86,016		3.5	%
Washington D.C.	40	37,916		6,328		12,316		18,660		75,220		3.1	%
Montréal	25	55,624		—		—		—		55,624		2.3	%
Houston	37	9,496		3,436		40,576		—		53,508		2.2	%
Philadelphia	45	5,972		5,232		16,700		25,520		53,424		2.2	%
Chicago	49	30,272		6,120		9,004		5,784		51,180		2.1	%
Charlotte	28	7,572		10,492		24,472		—		42,536		1.7	%
Raleigh	13	8,744		29,524		3,144		—		41,412		1.7	%
San Diego	17	19,000		7,096		11,848		3,000		40,944		1.7	%
Tampa	37	304		4,472		5,956		28,400		39,132		1.6	%
San Francisco	23	26,416		10,528		1,900		—		38,844		1.6	%
Seattle	26	16,028		1,112		15,448		4,176		36,764		1.5	%
Pittsburgh	27	17,500		4,588		4,532		7,964		34,584		1.4	%
Minneapolis	21	(28)		17,812		13,432		—		31,216		1.3	%
Baltimore	16	5,012		1,712		11,868		11,580		30,172		1.2	%
Miami	41	(2,196)		1,364		16,888		13,768		29,824		1.2	%
Kansas City	25	11,492		9,964		744		6,136		28,336		1.2	%
Remaining	1,191	712,508		208,724		226,280		195,720		1,343,232		54.5	%
Total	1,928	$	1,219,612	$	385,424	$	523,108	$	328,656	$	2,456,800	100.0	%

Notes:

(1) Represents current quarter annualized In-Place NOI. See page 18 for reconciliation.


Portfolio


(dollars, units and occupancy at Welltower pro rata ownership; dollars in thousands)
Seniors Housing Operating

Total Portfolio Performance(1)	4Q22			1Q23			2Q23			3Q23			4Q23
Properties	882			885			886			883			915
Units	88,783			89,240			89,932			90,953			99,387
Total occupancy	78.3		%	79.0		%	79.6		%	80.7		%	82.2		%
Total revenues	$	1,095,146		$	1,143,744		$	1,178,975		$	1,221,753		$	1,287,666
Operating expenses	866,482			894,981			902,068			933,463			982,077
NOI	$	228,664		$	248,763		$	276,907		$	288,290		$	305,589
NOI margin	20.9		%	21.7		%	23.5		%	23.6		%	23.7		%
Recurring cap-ex	$	36,923		$	26,848		$	32,791		$	31,685		$	49,297
Other cap-ex	$	75,545		$	45,557		$	66,002		$	68,281		$	85,506


Same Store Performance(2)	4Q22			1Q23			2Q23			3Q23			4Q23
Properties	647			647			647			647			647
Units	69,697			69,596			69,596			69,597			69,598
Occupancy	80.0		%	80.3		%	80.9		%	82.2		%	83.3		%
Same store revenues	$	868,488		$	885,575		$	910,059		$	935,853		$	952,508
Compensation	392,440			394,200			399,147			406,780			415,781
Utilities	44,350			47,923			39,814			46,678			43,600
Food	36,887			34,692			36,284			36,933			38,652
Repairs and maintenance	25,861			25,783			27,033			28,577			28,249
Property taxes	32,266			35,968			35,423			35,328			34,496
All other	144,360			138,671			145,363			146,054			153,782
Same store operating expenses	676,164			677,237			683,064			700,350			714,560
Same store NOI	$	192,324		$	208,338		$	226,995		$	235,503		$	237,948
Same store NOI margin %	22.1		%	23.5		%	24.9		%	25.2		%	25.0		%
Year over year NOI growth rate													23.7		%
Year over year revenue growth rate													9.7		%


Partners(3)	Properties	Pro Rata Units	Welltower Ownership %(4)		Top Markets	4Q23 NOI		% of Total
Cogir Management Corporation	106	15,673	88.7	%	Southern California	$	31,280	10.2	%
Sunrise Senior Living	91	8,094	98.4	%	Northern California	18,904		6.2	%
Oakmont Management Group	63	6,557	100.0	%	New York / New Jersey	13,421		4.4	%
Atria Senior Living	91	10,728	100.0	%	Greater London, UK	17,273		5.7	%
Belmont Village	21	2,804	95.0	%	Dallas	13,080		4.3	%
Avery Healthcare	41	3,239	98.0	%	Washington D.C.	10,791		3.5	%
Legend Senior Living	40	3,208	93.9	%	Montréal, QC	15,143		5.0	%
Sagora Senior Living	19	3,010	99.5	%	Toronto, ON	7,815		2.6	%
StoryPoint Senior Living	60	6,954	100.0	%	Chicago	7,514		2.5	%
Brandywine Living	29	2,722	99.5	%	Portland, OR	5,688		1.9	%
Clover	36	3,950	90.4	%	Top Markets	140,909		46.3	%
Care UK	26	1,870	100.0	%	All Other	164,680		53.7	%
Senior Resource Group	12	1,258	47.2	%	Total	$	305,589	100.0	%
Quality Senior Living	12	1,277	100.0	%
Remaining	253	26,599
Total	900	97,943

Notes:

(1) Properties, units and occupancy exclude land parcels and properties under development.

(2) See pages 18 and 19 for reconciliation.

(3) Represents partner concentration based on annualized In Place NOI for the quarter ended December 31, 2023. Property count and pro rata units represent the In Place portfolio.

(4) Welltower ownership percentage weighted based on In-Place NOI. See page 18 for reconciliation.


Portfolio


(dollars in thousands at Welltower pro rata ownership)
Payment Coverage Stratification
	EBITDARM Coverage(1)								EBITDAR Coverage(1)
% of In-Place NOI	Seniors Housing Triple-net		Long-Term/ Post- Acute Care		Total		Weighted Average Maturity	Number of Leases	Seniors Housing Triple-net		Long-Term/ Post- Acute Care		Total		Weighted Average Maturity	Number of Leases
<.85x	2.1	%	—	%	2.1	%	9	2	3.2	%	—	%	3.2	%	10	5
.85x-.95x	1.0	%	—	%	1.0	%	13	2	2.0	%	0.4	%	2.4	%	5	4
.95x-1.05x	1.3	%	—	%	1.3	%	7	1	2.3	%	0.9	%	3.2	%	11	3
1.05x-1.15x	0.7	%	0.4	%	1.1	%	4	3	6.7	%	—	%	6.7	%	9	5
1.15x-1.25x	1.4	%	0.9	%	2.3	%	9	2	0.2	%	—	%	0.2	%	13	2
1.25x-1.35x	7.2	%	—	%	7.2	%	10	5	—	%	—	%	—	%	9	1
>1.35	1.2	%	1.4	%	2.6	%	14	12	0.5	%	1.4	%	1.9	%	15	7
Total	14.9	%	2.7	%	17.6	%	10	27	14.9	%	2.7	%	17.6	%	10	27


Revenue and Lease Maturity(2)
	Rental Income
Year	Seniors Housing Triple-net		Outpatient Medical		Long-Term / Post-Acute Care		Interest Income		Total Revenues		% of Total
2024	$	13,495	$	64,497	$	—	$	36,835	$	114,827	7.7	%
2025	5,667		40,473		720		12,023		58,883		4.0	%
2026	3,498		48,915		9,356		40,127		101,896		6.9	%
2027	—		39,958		1,232		11,884		53,074		3.6	%
2028	—		44,694		6,404		101,864		152,962		10.3	%
2029	1,035		38,491		—		451		39,977		2.7	%
2030	42,277		35,573		28,721		356		106,927		7.2	%
2031	6,390		50,215		4,372		233		61,210		4.1	%
2032	91,884		42,173		—		348		134,405		9.1	%
2033	54,813		31,710		—		—		86,523		5.8	%
Thereafter	163,561		130,082		277,236		1,937		572,816		38.6	%
	$	382,620	$	566,781	$	328,041	$	206,058	$	1,483,500	100.0	%

Weighted Avg Maturity Years	11		6		15		4		9

Notes:

(1) Represents trailing twelve month coverage metrics as of September 30, 2023 for stable portfolio only. Agreements included represent 62% of total Seniors Housing Triple-net and Long-Term/Post-Acute Care In-Place NOI. See page 18 for a reconciliation. Agreements with mixed units use the predominant type based on investment balance.

(2) Excludes all land parcels, developments and investments held for sale. Rental income represents annualized cash base rent for effective lease agreements. The amounts are derived from the current contracted monthly cash base rent, net of collectability reserves, if applicable. Rental income does not include common area maintenance charges, the amortization of above/below market lease intangibles or other non cash income. Interest income represents contractual rate of interest for loans, net of collectability reserves if applicable.


Portfolio


(dollars, square feet and occupancy at Welltower pro rata ownership; dollars in thousands except per square feet)
Outpatient Medical
Total Portfolio Performance(1)	4Q22			1Q23			2Q23			3Q23			4Q23
Properties	389			419			420			422			426
Square feet	18,844,516			20,188,159			20,236,315			20,748,969			21,043,557
Occupancy	94.2		%	94.0		%	94.4		%	94.5		%	94.5		%
Total revenues	$	176,816		$	185,190		$	186,802		$	195,136		$	192,822
Operating expenses	53,259			58,977			59,358			63,831			55,060
NOI	$	123,557		$	126,213		$	127,444		$	131,305		$	137,762
NOI margin	69.9		%	68.2		%	68.2		%	67.3		%	71.4		%
Revenues per square foot	$	37.53		$	36.69		$	36.92		$	37.62		$	36.65
NOI per square foot	$	26.23		$	25.01		$	25.19		$	25.31		$	26.19
Recurring cap-ex	$	25,200		$	10,666		$	7,400		$	18,340		$	21,106
Other cap-ex	$	5,633		$	5,118		$	4,397		$	8,545		$	10,151


Same Store Performance(2)	4Q22			1Q23			2Q23			3Q23			4Q23
Properties	377			377			377			377			377
Occupancy	95.0		%	94.8		%	95.0		%	95.1		%	94.9		%
Same store revenues	$	167,023		$	171,885		$	170,589		$	173,494		$	166,567
Same store operating expenses	51,380			55,372			53,221			56,001			47,655
Same store NOI	$	115,643		$	116,513		$	117,368		$	117,493		$	118,912
NOI margin	69.2		%	67.8		%	68.8		%	67.7		%	71.4		%
Year over year NOI growth rate													2.8		%


Portfolio Diversification by Tenant(3)	Rental Income		% of Total		Quality Indicators
Kelsey-Seybold	$	38,864	6.9	%	Health system affiliated properties as % of NOI(3)	87.7	%
United Health Care Services	18,183		3.2	%	Health system affiliated tenants as % of rental income(3)	59.7	%
Common Spirit Health	17,890		3.2	%	Investment grade tenants as % of rental income	55.2	%
Novant Health	17,837		3.1	%	Retention (trailing twelve months)(3)	93.1	%
Providence Health & Services	16,667		2.9	%	In-house managed properties as % of square feet(3,4)	85.9	%
Remaining portfolio	457,340		80.7	%	Average remaining lease term (years)(3)	6.5
Total	$	566,781	100.0	%	Average building size (square feet)(3)	58,591
					Average age (years)	19


Expirations(3)	2024		2025		2026		2027		2028		Thereafter
Occupied square feet	2,178,889		1,353,141		1,780,047		1,383,357		1,594,925		11,594,553
% of occupied square feet	11.0	%	6.8	%	9.0	%	7.0	%	8.0	%	58.2	%

Notes:

(1) Property count, occupancy, square feet and per square foot metrics exclude properties under development and all land parcels. Per square foot amounts are annualized.

(2) Includes 377 same store properties representing 18,532,499 square feet. See pages 18 and 19 for reconciliation.

(3) Excludes all land parcels, developments and investments held for sale. Rental income represents annualized cash base rent for effective lease agreements. The amounts are derived from the current contracted monthly cash base rent, net of collectability reserves, if applicable. Rental income does not include common area maintenance charges, the amortization of above/below market lease intangibles or other non cash income. Retention includes month-to-month tenants retained.

(4) Excludes tenant managed properties.


Investment

(dollars in thousands at Welltower pro rata ownership)

Relationship Investment History


Detail of Acquisitions/JVs(1)
	2019			2020		2021		2022		1Q23		2Q23		3Q23		4Q23		19-23 Total
Count		27		12		35		27		11		2		14		25		153
Total		$	4,073,554	$	910,217	$	4,101,534	$	2,785,739	$	443,240	$	145,094	$	1,098,410	$	2,535,962	$	16,093,750
Low		7,550		6,201		5,000		6,485		19,967		34,532		2,950		5,015		2,950
Median		38,800		48,490		45,157		66,074		78,250		72,547		37,372		57,720		48,711
High		1,250,000		235,387		1,576,642		389,149		140,172		110,562		318,053		644,443		1,576,642


Investment Timing
	Acquisitions and Loan Funding(2)		Yield		Construction Conversions(3)		Year 1 Yield		Dispositions and Loan Payoffs		Yield
October	$	930,527	7.1	%	$	20,508	-0.1	%	$	29,293	6.5	%
November	1,086,323		8.4	%	89,175		5.5	%	13,625		1.6	%
December	735,081		6.4	%	224,841		1.8	%	—		—	%
Total	$	2,751,931	7.4	%	$	334,524	2.7	%	$	42,918	4.9	%

Notes:

(1) Includes non-yielding asset acquisitions.

(2) Excludes land acquisitions and includes advances for non-real estate loans and excludes advances for development loans.

(3) Includes expansion conversions.


Investment


(dollars in thousands at Welltower pro rata ownership, except per bed / unit / square foot)
Gross Investment Activity

	Fourth Quarter 2023
	Properties	Beds / Units / Square Feet		Investment Per Bed / Unit / SqFt		Pro Rata Amount		Yield
Acquisitions and Loan Funding(1)
Seniors Housing Operating	44	8,803	units	$	222,286	$	1,921,295

Outpatient Medical	4	109,241	sf	345		37,547
Long-Term/Post-Acute Care	34	4,202	beds	137,344		577,120
Loan funding						215,969
Total acquisitions and loan funding(2)	82					2,751,931		7.4	%

Development Funding(3)
Development projects:
Seniors Housing Operating	34	6,242	units			163,339

Outpatient Medical	12	1,105,788	sf			78,751

Total development projects	46					242,090
Redevelopment and expansion projects:
Seniors Housing Operating	1	271	units			11,164

Outpatient Medical	4	229,294	sf			23,891
Total redevelopment and expansion projects	5					35,055

Total development funding	51					277,145		7.0	%

Total gross investments						3,029,076		7.4	%

Dispositions and Loan Payoffs(4)
Seniors Housing Operating	2	209	units	65,191		13,625



Loan payoffs						29,293

Total dispositions and loan payoffs(5)	2					42,918		4.9	%

Net investments (dispositions)						$	2,986,158

Notes:

(2) Acquisition yields represents annualized contractual or projected cash rent/NOI to be generated divided by investment amount, excluding land parcels. Loan funding yield represents annualized contractual interest divided by investment amount.

(3) Amounts represent cash funded for all developments/expansions including construction in progress, loans and in-substance real estate. Yield represents projected annualized cash rent/NOI to be generated upon conversion/stabilization divided by commitment amount.

(4) Amounts represent proceeds received for loan payoffs and consolidated and unconsolidated property sales.

(5) Yield represents annualized cash rent/interest/NOI that was being generated pre-disposition divided by proceeds. Pro rata amounts include joint venture real estate loans receivable.


Investment


(dollars in thousands, except per bed / unit / square foot, at Welltower pro rata ownership)
Gross Investment Activity

	Year-To-Date 2023
	Properties	Beds / Units / Square Feet		Investment Per Bed / Unit / SqFt		Pro Rata Amount		Yield
Acquisitions and Loan Funding(1)
Seniors Housing Operating	52	9,702	units	$	221,710	$	2,543,439
Seniors Housing Triple-net	8	612	units	122,217		74,797
Outpatient Medical	35	1,615,566	sf	286		621,770
Long-Term/Post-Acute Care	58	7,099	beds	138,428		982,700
Loan funding						579,334
Total acquisitions and loan funding(2)	153					4,802,040		7.2	%

Development Funding(3)
Development projects:
Seniors Housing Operating	44	7,435	units			614,262
Seniors Housing Triple-net	1	191	units			13,264
Outpatient Medical	15	1,172,453	sf			275,043

Total development projects	60					902,569
Redevelopment and expansion projects:
Seniors Housing Operating	1	271	units			29,183

Outpatient Medical	8	327,894	sf			122,376

Total redevelopment and expansion projects	9					151,559

Total development funding	69					1,054,128		6.9	%

Total gross investments						5,856,168		7.1	%

Dispositions and Loan Payoffs(4)
Seniors Housing Operating	23	1,881	units	514,881		536,788
Seniors Housing Triple-net	2	141	units	46,348		6,535
Outpatient Medical	1	33,934	sf	97		492
Long-Term/Post-Acute Care	—	—	beds	—		74,279
Loan payoffs						92,823
Leasehold termination	7	1,112	beds	163,750		182,090
Total dispositions and loan payoffs(5)	33					893,007		3.5	%

Net investments (dispositions)						$	4,963,161

Notes:

(1) Acquisitions represent purchase price excluding accounting adjustments pursuant to U.S. GAAP for all consolidated and unconsolidated property acquisitions and pro rata amounts include joint venture real estate loans receivable. Loan advances represent cash funded for real estate and non-real estate loans receivable, excluding development loans. Includes acquisition of additional ownership interest in 39 existing Seniors Housing Operating properties and 10 existing Outpatient Medical properties which are excluded from property, unit and per unit metrics.

(3) Amounts represent cash funded and capitalized interest for all developments/expansions including construction in progress, loans and in-substance real estate. Yield represents projected annualized cash rent/NOI to be generated upon conversion/stabilization divided by commitment amount.

(4) Amounts represent proceeds received for loan payoffs and consolidated and unconsolidated property sales. Includes disposition of partial ownership interest in 31 existing Long-Term/Post-Acute Care properties which are excluded from property, unit and per unit metrics.

(5) Yield represents annualized cash rent/interest/NOI that was being generated pre-disposition divided by proceeds. Pro rata amounts include joint venture real estate loans receivable.


Investment


(dollars in thousands at Welltower pro rata ownership)
Development Summary(1)
		Unit Mix
	Facility MSA	Total	Wellness Housing	Independent Living	Assisted Living		Memory Care	Commitment Amount		Future Funding		Estimated Conversion(2)

Seniors Housing Operating
	Charlotte, NC	328	328	—	—		—	$	59,079	$	1,420	1Q24
	Houston, TX	130	130	—	—		—	34,216		2,006		3Q23 - 1Q24
	Phoenix, AZ	204	204	—	—		—	51,179		6,037		4Q23 - 2Q24
	San Diego, CA	96	—	—	56		40	42,340		3,970		2Q24
	Hartford, CT	128	128	—	—		—	22,005		—		2Q24
	Hartford, CT	122	122	—	—		—	20,616		—		2Q24
	Dallas, TX	72	72	—	—		—	20,378		4,658		3Q23 - 2Q24
	Dallas, TX	55	55	—	—		—	17,280		6,166		1Q24 - 2Q24
	Cincinnati, OH	122	122	—	—		—	15,602		2,586		2Q24
	Washington D.C.	302	—	190	89		23	157,660		25,040		3Q24
	Vancouver, BC	85	—	—	45		40	58,597		4,033		3Q24
	Naples, FL	188	188	—	—		—	52,568		23,161		3Q24
	Phoenix, AZ	199	199	—	—		—	51,794		4,936		1Q24 - 3Q24
	Tampa, FL	206	206	—	—		—	49,646		17,984		2Q24 - 3Q24
	Norwich, UK	80	—	—	52		28	9,669		4,161		3Q24
	Boston, MA	160	—	82	37		41	149,274		37,809		4Q24
	Kansas City, MO	265	265	—	—		—	70,864		51,501		4Q24
	Miami, FL	91	—	—	55		36	69,951		30,360		4Q24
	Sacramento, CA	100	—	—	70		30	43,815		21,844		4Q24
	Phoenix, AZ	110	110	—	—		—	40,195		23,947		2Q24 - 4Q24
	Kansas City, MO	134	134	—	—		—	20,926		—		4Q24
	Cambridge, UK	70	—	—	45		25	10,284		5,597		4Q24
	San Jose, CA	685	509	—	143		33	175,381		4,242		1Q25
	Washington D.C.	137	—	53	47		37	120,793		45,135		1Q25
	Chattanooga, TN	243	243	—	—		—	62,116		50,005		3Q24 - 1Q25
	San Jose, CA	158	—	—	158		—	61,929		29,122		1Q25
	Columbus, OH	409	409	—	—		—	82,069		51,124		2Q25
	Sherman, TX	237	237	—	—		—	75,618		54,492		3Q24 - 2Q25
	Killeen, TX	256	256	—	—		—	68,505		52,000		4Q23 - 2Q25
	Dallas, TX	141	141	—	—		—	47,261		38,451		4Q24 - 3Q25
	Little Rock, AR	283	283	—	—		—	13,456		5,381		3Q25
	Various(3)	271	75	196	—		—	29,076		15,842		1Q24 - 4Q24







	Subtotal	6,067	4,416	521	797		333	1,804,142		623,010





Outpatient Medical				Rentable Square Ft	Preleased %		Health System Affiliation	Commitment Amount		Future Funding		Estimated Conversion
	Houston, TX			121,368	100	%	Yes	74,842		9,852		4Q23 - 1Q24
	Oklahoma City, OK			134,285	100	%	Yes	88,912		8,542		2Q24
	Santa Fe, NM			90,000	100	%	Yes	45,977		21,087		3Q24
	Houston, TX			51,134	100	%	Yes	28,723		21,958		3Q24
	Houston, TX			135,255	100	%	Yes	86,559		63,959		4Q24
	Houston, TX			111,803	100	%	Yes	78,282		62,140		4Q24
	Houston, TX			36,248	100	%	Yes	32,991		22,252		4Q24
	Houston, TX			50,323	100	%	Yes	30,156		23,464		4Q24
	Houston, TX			116,000	100	%	Yes	76,800		71,116		1Q25
	Durango, CO			33,290	100	%	Yes	24,112		22,547		1Q25
	Oklahoma City, OK			47,636	100	%	Yes	40,543		35,042		2Q25
	Subtotal			927,342				607,897		361,959

Total Development Projects								$	2,412,039	$	984,969

(1) Includes development and redevelopment projects (construction in progress, development loans and in-substance real estate) but excludes expansion projects. Commitment amount represents current cash amount funded plus unfunded commitments to complete development, but excludes capitalized interest.

(2) Estimated conversion ranges relate to projects to be delivered in phases.

(3) Includes two redevelopment projects.


Investment


(dollars in thousands at Welltower pro rata ownership)
Development Funding Projections(1)
					Projected Future Funding
	Projects	Beds / Units / Square Feet	Stable Yields(2)		2024 Funding		Funding Thereafter		Total Unfunded Commitments		Committed Balances
Seniors Housing Operating	32	6,067	7.4	%	$	504,855	$	118,155	$	623,010	$	1,804,142

Outpatient Medical	11	927,342	6.3	%	314,171		47,788		361,959		607,897
Total	43		7.1	%	$	819,026	$	165,943	$	984,969	$	2,412,039


Development Project Conversion Estimates(1)
Quarterly Conversions							Annual Conversions
	Amount		Year 1 Yields(2)		Stable Yields(2)			Amount		Year 1 Yields(2)		Stable Yields(2)
1Q23 actual	$	57,473	0.4	%	6.7	%	2023 actual	$	835,572	2.3	%	7.5	%
2Q23 actual	315,262		3.0	%	8.2	%	2024 estimate	1,563,456		1.8	%	7.1	%
3Q23 actual	137,270		0.9	%	7.2	%	2025 estimate	848,583		3.3	%	7.1	%
4Q23 actual	325,567		2.6	%	7.0	%	Total	$	3,247,611	2.3	%	7.2	%
1Q24 estimate	168,137		4.1	%	6.4	%
2Q24 estimate	278,312		1.9	%	6.4	%
3Q24 estimate	454,634		0.3	%	7.6	%
4Q24 estimate	662,373		2.2	%	7.3	%
1Q25 estimate	521,131		4.2	%	7.0	%
2Q25 estimate	266,735		1.9	%	7.3	%
3Q25 estimate	60,717		1.7	%	6.7	%



Total	$	3,247,611	2.3	%	7.2	%


Unstabilized Properties
	9/30/2023 Properties	Stabilizations	Construction Conversions(3)	Acquisitions/ Dispositions	12/31/2023 Properties	Beds / Units
Seniors Housing Operating	41	(3)	3	3	44	6,338
Seniors Housing Triple-net	12	—	—	(2)	10	1,154

Total	53	(3)	3	1	54	7,492


Occupancy	9/30/2023 Properties	Stabilizations	Construction Conversions(3)		Acquisitions/ Dispositions		Progressions		12/31/2023 Properties
0% - 50%	27	—	3		—		(9)		21
50% - 70%	17	—	—		—		4		21
70% +	9	(3)	—		1		5		12
Total	53	(3)	3		1		—		54

Occupancy	12/31/2023 Properties	Months In Operation	Revenues		% of Total Revenues(4)		Gross Investment Balance		% of Total Gross Investment
0% - 50%	21	9	$	115,171	1.6	%	$	1,148,018	2.4	%
50% - 70%	21	26	151,783		2.1	%	860,044		1.8	%
70% +	12	33	144,034		2.0	%	460,467		1.0	%
Total	54	21	$	410,988	5.7	%	$	2,468,529	5.2	%

Notes:

(1) Includes development and redevelopment projects (construction in progress, development loans and in-substance real estate) and excludes expansion projects. Projects expected to be delivered in phases over multiple quarters are reflected in the last quarter.

(2) Actual yields may vary.

(3) Includes expansion and development loan conversions.

(4) Percent of total revenues based on current quarter annualized pro rata total revenues on page 12.


Financial


(dollars in thousands at Welltower pro rata ownership)
Components of NAV

Stabilized NOI				Pro rata beds/units/square feet
Seniors Housing Operating(1)	$	1,219,612		97,943	units
Seniors Housing Triple-net	385,424			26,228	units
Outpatient Medical	523,108			21,061,293	square feet
Long-Term/Post-Acute Care	328,656			31,554	beds
Total In-Place NOI(2)	2,456,800
Incremental stabilized NOI(3)	138,515
Total stabilized NOI	$	2,595,315

Obligations
Lines of credit and commercial paper(4)	$	—
Senior unsecured notes(4)	13,699,619
Secured debt(4)	3,102,051
Financing lease liabilities	79,677
Total debt	$	16,881,347
Add (Subtract):
Other liabilities (assets), net(5)	$	554,904
Cash and cash equivalents and restricted cash	(2,076,083)
Net obligations	$	14,250,360

Other Assets
Land parcels(6)	$	375,851		Effective Interest Rate(9)
Real estate loans receivable(7)	2,037,321			11.0%
Non-real estate loans receivable(8)	285,914			11.2%
Joint venture real estate loans receivables(10)	246,728			5.7%

Property dispositions(11)	949,662
Development properties:(12)
Current balance	1,372,689
Unfunded commitments	1,037,492
Committed balances	$	2,410,181
Projected yield	7.1		%
Projected NOI	$	171,123

Common Shares Outstanding(13)	566,432

Notes:

(1) Includes $(790,000) attributable to our proportional share of income (loss) from unconsolidated management company investments.

(2) See page 18 for reconciliation.

(3) Represents incremental NOI from Seniors Housing Operating unstabilized properties.

(4) Represents principal amounts due and do not include unamortized premiums/discounts, deferred loan expenses or other fair value adjustments as reflected on the balance sheet. Includes $975,358,000 of foreign secured debt.

(5) Includes liabilities / (assets) that impact cash or NOI and excludes non real estate loans and non-cash items such as the following (in thousands):


Unearned revenues	$	374,545
Below market tenant lease intangibles, net	22,425
Deferred taxes, net	(27,006)
Intangible assets, net	(150,727)
Other non-cash liabilities / (assets), net	6,967
Total non-cash liabilities/(assets), net	$	226,204

(6) Includes land parcels, predevelopment projects and redevelopment projects.

(7) Represents $2,057,910,000 of real estate loans, excluding development loans and including certain in substance real estate developments and held to maturity debt securities, and net of $20,589,000 of credit allowances.

(8) Represents $459,192,000 of non-real estate loans, net of $173,278,000 of credit allowances.

(9) Average cash-pay interest rates are 7.4%,1.3% and 5.7% for real estate, non-real estate loans and joint venture real estate loans, respectively. Rates exclude non-accrual/interest-free loans.

(10) Represents partners' share of Welltower loans made to our partners in select joint ventures, secured by their interest in the joint venture properties.

(11) Represents proceeds from expected property dispositions in the next twelve months.

(12) See pages 9-10. Includes expansion projects. Current balance and committed balances are net of partial conversions to date.

(13) Includes OP Units and DownREIT Units.


Financial


(dollars in thousands at Welltower pro rata ownership)
Net Operating Income(1,2)
	4Q22		1Q23		2Q23		3Q23		4Q23
Revenues:
Seniors Housing Operating
Resident fees and services	$	1,091,043	$	1,138,916	$	1,173,630	$	1,216,368	$	1,280,154

Interest income	2,388		2,318		1,850		1,928		2,968
Other income	1,715		2,510		3,495		3,457		4,544
Total revenues	1,095,146		1,143,744		1,178,975		1,221,753		1,287,666

Seniors Housing Triple-net

Rental income	122,267		119,786		118,115		110,705		115,615
Interest income	31,837		31,540		32,657		33,523		36,150
Other income	1,361		1,675		1,202		1,168		924
Total revenues	155,465		153,001		151,974		145,396		152,689

Outpatient Medical
Rental income	174,182		182,044		185,133		192,732		190,211
Interest income	86		91		95		98		382
Other income	2,548		3,055		1,574		2,306		2,229
Total revenues	176,816		185,190		186,802		195,136		192,822

Long-Term/Post-Acute Care
Rental income	71,021		80,423		75,766		77,516		96,146
Interest income	5,982		6,367		8,264		10,981		15,784
Other income	153		193		65,490		315		6
Total revenues	77,156		86,983		149,520		88,812		111,936

Corporate
Other income	7,714		5,147		16,807		33,802		30,021
Total revenues	7,714		5,147		16,807		33,802		30,021

Total
Rental income	367,470		382,253		379,014		380,953		401,972
Resident fees and services	1,091,043		1,138,916		1,173,630		1,216,368		1,280,154
Interest Income	40,293		40,316		42,866		46,530		55,284
Other Income	13,491		12,580		88,568		41,048		37,724
Total revenues	1,512,297		1,574,065		1,684,078		1,684,899		1,775,134

Property operating expenses:
Seniors Housing Operating	866,482		894,981		902,068		933,463		982,077
Seniors Housing Triple-net	6,924		7,917		7,996		7,849		6,662
Outpatient Medical	53,259		58,977		59,358		63,831		55,060
Long-Term/Post-Acute Care	3,426		4,040		2,827		2,386		3,298
Corporate	5,086		3,877		4,135		3,980		5,957
Total property operating expenses	935,177		969,792		976,384		1,011,509		1,053,054

Net operating income:
Seniors Housing Operating	228,664		248,763		276,907		288,290		305,589
Seniors Housing Triple-net	148,541		145,084		143,978		137,547		146,027
Outpatient Medical	123,557		126,213		127,444		131,305		137,762
Long-Term/Post-Acute Care	73,730		82,943		146,693		86,426		108,638
Corporate	2,628		1,270		12,672		29,822		24,064
Net operating income	$	577,120	$	604,273	$	707,694	$	673,390	$	722,080

Note:

(1) Please see discussion of Supplemental Reporting Measures on page 17. Includes amounts from investments sold or held for sale. NOI related to DownREITs included at 100%.


Financial


(dollars in thousands)
Leverage and EBITDA Reconciliations(1)
	Twelve Months Ended			Three Months Ended
	December 31, 2023			December 31, 2023
Net income (loss)	$	358,139		$	88,440
Interest expense	607,846			154,574
Income tax expense (benefit)	6,364			(4,768)
Depreciation and amortization	1,401,101			380,730
EBITDA	2,373,450			618,976
Loss (income) from unconsolidated entities	53,442			2,008
Stock-based compensation	36,611			8,418
Loss (gain) on extinguishment of debt, net	7			—
Loss (gain) on real estate dispositions, net	(67,898)			1,783
Impairment of assets	36,097			14,994
Provision for loan losses, net	9,809			2,517
Loss (gain) on derivatives and financial instruments, net	(2,120)			(7,215)
Other expenses	108,341			36,307
Leasehold interest termination(2)	(65,485)			—
Casualty losses, net of recoveries	10,107			1,038
Other impairment(3)	16,642			4,333
Total adjustments	135,553			64,183
Adjusted EBITDA	$	2,509,003		$	683,159

Interest Coverage Ratios
Interest expense	$	607,846		$	154,574
Capitalized interest	50,699			14,547
Non-cash interest expense	(23,494)			(5,871)
Total interest	$	635,051		$	163,250
EBITDA	$	2,373,450		$	618,976
Interest coverage ratio	3.74		x	3.79		x
Adjusted EBITDA	$	2,509,003		$	683,159
Adjusted Interest coverage ratio	3.95		x	4.18		x

Fixed Charge Coverage Ratios
Total interest	$	635,051		$	163,250
Secured debt principal amortization	54,076			12,430
Total fixed charges	$	689,127		$	175,680
EBITDA	$	2,373,450		$	618,976
Fixed charge coverage ratio	3.44		x	3.52		x
Adjusted EBITDA	$	2,509,003		$	683,159
Adjusted Fixed charge coverage ratio	3.64		x	3.89		x

Net Debt to EBITDA Ratios
Total debt(4)				$	15,815,226
Less: cash and cash equivalents and restricted cash				(2,076,083)
Net debt				$	13,739,143
EBITDA Annualized				$	2,475,904
Net debt to EBITDA ratio				5.55		x
Adjusted EBITDA Annualized				$	2,732,636
Net debt to Adjusted EBITDA ratio				5.03		x

Notes:

(1) Please see discussion of Supplemental Reporting Measures on page 17.

(2) Primarily related to the gain associated with the loss of control and derecognition of leasehold interests in 7 properties.

(3) Represents the write off of straight-line rent receivable balances relating to leases placed on cash recognition.

(4) Includes unamortized premiums/discounts, other fair value adjustments and financing lease liabilities of $79,677,000. Excludes operating lease liabilities of $303,553,000 related to ASC 842 adoption.


Financial


(in thousands except share price)
Leverage and Current Capitalization(1)
			% of Total
Book capitalization
Lines of credit and commercial paper(2)	$	—	0.00	%
Long-term debt obligations(2)(3)	15,815,226		39.43	%
Cash and cash equivalents and restricted cash	(2,076,083)		(5.18)	%
Net debt to consolidated book capitalization	$	13,739,143	34.25	%
Total equity(4)	26,371,727		65.75	%
Consolidated book capitalization	$	40,110,870	100.00	%
Joint venture debt, net(5)	879,606
Total book capitalization	$	40,990,476

Undepreciated book capitalization
Lines of credit and commercial paper(2)	$	—	0.00	%
Long-term debt obligations(2)(3)	15,815,226		32.02	%
Cash and cash equivalents and restricted cash	(2,076,083)		(4.20)	%
Net debt to consolidated undepreciated book capitalization	$	13,739,143	27.82	%
Accumulated depreciation and amortization	9,274,814		18.78	%
Total equity(4)	26,371,727		53.40	%
Consolidated undepreciated book capitalization	$	49,385,684	100.00	%
Joint venture debt, net(5)	879,606
Total undepreciated book capitalization	$	50,265,290

Enterprise value
Lines of credit and commercial paper(2)	$	—	0.00	%
Long-term debt obligations(2)(3)	15,815,226		24.12	%
Cash and cash equivalents and restricted cash	(2,076,083)		(3.17)	%
Net debt to consolidated enterprise value	$	13,739,143	20.95	%
Common shares outstanding	564,241
Period end share price	90.17
Common equity market capitalization	$	50,877,611	77.58	%
Noncontrolling interests(4)	967,351		1.47	%
Consolidated enterprise value	$	65,584,105	100.00	%
Joint venture debt, net(5)	879,606
Total enterprise value	$	66,463,711

Secured debt as % of total assets
Secured debt(2)	$	2,183,327	4.10	%
Gross asset value(6)	$	53,286,980

Total debt as % of gross asset value
Total debt(2)(3)	$	15,815,226	29.68	%
Gross asset value(6)	$	53,286,980

Unsecured debt as % of unencumbered assets
Unsecured debt(2)	$	13,552,222	28.44	%
Unencumbered gross assets(7)	$	47,647,177

Notes:

(1) Please see discussion of Supplemental Reporting Measures on page 17.

(2) Amounts include unamortized premiums/discounts and other fair value adjustments as reflected on the balance sheet.

(3) Includes financing lease liabilities of $79,677,000 and excludes operating lease liabilities of $303,553,000 related to ASC 842 adoption.

(4) Includes all noncontrolling interests (redeemable and permanent) as reflected on our balance sheet.

(5) Net of Welltower's share of unconsolidated debt and minority partners' share of Welltower consolidated debt.

(6) Gross asset value equals total assets plus accumulated depreciation as reflected on the balance sheet.

(7) Unencumbered gross assets equals gross asset value for consolidated properties that are not financed with secured debt.


Financial


(dollars in thousands)
Debt Maturities and Scheduled Principal Amortization(1)
Year	Lines of Credit and Commercial Paper(2)			Senior Unsecured Notes(3,4,5,6,7)			Consolidated Secured Debt			Share of Unconsolidated Secured Debt			Noncontrolling Interests' Share of Consolidated Secured Debt			Combined Debt(8)			% of Total		Wtd. Avg. Interest Rate (9)
2024	$	—		$	1,350,000		$	400,258		$	229,175		$	(70,801)		$	1,908,632		11.36	%	4.21	%
2025	—			1,260,000			428,821			508,473			(48,882)			2,148,412			12.79	%	4.08	%
2026	—			700,000			155,500			49,248			(20,647)			884,101			5.26	%	4.02	%
2027	—			1,916,604			210,091			113,121			(33,986)			2,205,830			13.13	%	4.57	%
2028	—			2,485,865			107,546			26,719			(15,397)			2,604,733			15.50	%	3.79	%
2029	—			1,050,000			318,275			36,701			(1,179)			1,403,797			8.36	%	3.81	%
2030	—			750,000			57,130			35,197			(127)			842,200			5.01	%	3.13	%
2031	—			1,350,000			7,044			34,214			(133)			1,391,125			8.28	%	2.77	%
2032	—			1,050,000			48,021			3,971			(139)			1,101,853			6.56	%	4.97	%
2033	—			—			395,574			7,353			(35,364)			367,563			2.19	%	4.88	%
Thereafter	—			1,787,150			94,185			67,044			(4,955)			1,943,424			11.56	%	5.04	%
Totals	$	—		$	13,699,619		$	2,222,445		$	1,111,216		$	(231,610)		$	16,801,670		100.00	%

Weighted Avg. Interest Rate(9)	—			4.05		%	4.76		%	3.87		%	4.42		%	4.13		%

Weighted Avg. Maturity Years	—			5.9			4.8			4.3			3.5			5.7

% Floating Rate Debt(8)	100.00		%	6.56		%	26.87		%	3.25		%	28.15		%	8.73		%


Debt by Local Currency(1)
	Lines of Credit and Commercial Paper(2)		Senior Unsecured Notes(3,4,5,6,7)		Consolidated Secured Debt		Share of Unconsolidated Secured Debt		Noncontrolling Interests' Share of Consolidated Secured Debt		Combined Debt(8)		Investment Hedges(10)
United States	$	—	$	11,945,000	$	1,402,734	$	780,780	$	(56,821)	$	14,071,693	$	—
United Kingdom	—		1,338,015		—		—		—		1,338,015		2,116,240
Canada	—		416,604		819,711		330,436		(174,789)		1,391,962		1,533,859
Totals	$	—	$	13,699,619	$	2,222,445	$	1,111,216	$	(231,610)	$	16,801,670	$	3,650,099

Notes:

(1) Represents principal amounts due excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.

(2) Our unsecured commercial paper program and our unsecured revolving credit facility had a zero balance as of December 31, 2023. The unsecured revolving credit facility is comprised of a $1,000,000,000 tranche that matures on June 4, 2026 and a $3,000,000,000 tranche that matures on June 4, 2025. Both tranches may be extended for two successive terms of six months at our option. Commercial paper borrowings are backstopped by the unsecured revolving credit facility.

(3) 2027 includes a $1,000,000,000 unsecured term loan and a CAD $250,000,000 unsecured term loan (approximately $189,365,000 USD at December 31, 2023). The loans mature on July 19, 2026. The interest rates on the loans are adjusted SOFR + 0.85% for USD and CDOR + 0.85% for CAD. Both term loans may be extended for two successive terms of six months at our option.

(4) 2027 includes CAD $300,000,000 of 2.95% senior unsecured notes (approximately $227,239,000 USD at December 31, 2023) that matures on January 15, 2027.

(5) 2028 includes $1,035,000,000 of 2.75% exchangeable senior unsecured notes that mature on May 15, 2028 unless earlier exchanged, purchased or redeemed.

(6) 2028 includes £550,000,000 of 4.80% senior unsecured notes (approximately $700,865,000 USD at December 31, 2023). The notes mature on November 20, 2028.

(7) Thereafter includes £500,000,000 of 4.50% senior unsecured notes (approximately $637,150,000 USD at December 31, 2023). The notes mature on December 1, 2034.

(8) Excludes operating lease liabilities of $303,553,000 and finance lease liabilities of $79,677,000 related to ASC 842.

(9) Based on variable interest rates and foreign currency exchange rates in effect as of December 31, 2023. The interest rate on the unsecured revolving credit facility is adjusted SOFR + 0.775%. Commercial paper, senior notes and secured debt average interest rate represents the face value note rate. Includes the impact of notional swaps and caps to convert fixed rate debt to SOFR-based floating rate debt, and SOFR-based floating rate debt and CDOR-based floating rate debt to fixed rate debt.

(10) Represents notional value of foreign currency derivative contracts at end of period spot FX rates. The fair market value of the gains (losses) of these contracts is currently USD $(10,811,000), as represented in other assets (liabilities) on the balance sheet. We supplement our local currency debt with foreign currency derivative contracts to offset the translation and economic exposures related to our international investments. Currently, our foreign currency derivatives are comprised of cross-currency swaps.


Glossary

Age: Current year, less the year built, adjusted for major renovations. Average age is weighted by pro rata NOI.

Cap-ex, Tenant Improvements, Leasing Commissions: Represents amounts incurred for: 1) recurring and non-recurring capital expenditures required to maintain and re-tenant our properties; 2) second generation tenant improvements; and 3) leasing commissions paid to third party leasing agents to secure new tenants.

Construction Conversion: Represents completed construction projects that were placed into service and began generating NOI.

EBITDAR: Earnings before interest, taxes, depreciation, amortization and rent. The company uses unaudited, periodic financial information provided solely by tenants/borrowers to calculate EBITDAR and has not independently verified the information.

EBITDAR Coverage: Represents the ratio of EBITDAR to contractual rent for leases or interest and principal payments for loans. EBITDAR coverage is a measure of a property’s ability to generate sufficient cash flows for the operator/borrower to pay rent and meet other obligations. The coverage shown excludes properties that are unstabilized, closed or for which data is not available or meaningful.

EBITDARM: Earnings before interest, taxes, depreciation, amortization, rent and management fees. The company uses unaudited, periodic financial information provided solely by tenants/borrowers to calculate EBITDARM and has not independently verified the information.

EBITDARM Coverage: Represents the ratio of EBITDARM to contractual rent for leases or interest and principal payments for loans. EBITDARM coverage is a measure of a property’s ability to generate sufficient cash flows for the operator/borrower to pay rent and meet other obligations, assuming that management fees are not paid. The coverage shown excludes properties that are unstabilized, closed or for which data is not available or meaningful.

Health System - Affiliated: Outpatient medical properties are considered affiliated with a health system if one or more of the following conditions are met: 1) the land parcel is contained within the physical boundaries of a hospital campus; 2) the land parcel is located adjacent to the campus; 3) the building is physically connected to the hospital regardless of the land ownership structure; 4) a ground lease is maintained with a health system entity; 5) a master lease is maintained with a health system entity; 6) significant square footage is leased to a health system entity; 7) the property includes an ambulatory surgery center with a hospital partnership interest; or (8) a significant square footage is leased to a physician group that is either employed, directly or indirectly by a health system, or has a significant clinical and financial affiliation with the health system.

Long-Term/Post-Acute Care: Includes all skilled nursing, rehabilitation and long-term/post-acute care facilities where the majority of individuals require 24-hour nursing or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement and are subject to triple-net operating leases. Most of these facilities focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation.

MSA: For the United States and Canada, we use the Metropolitan Statistical Area as defined by the U.S. Census Bureau and the Census Metropolitan Areas as defined by Statistics Canada, respectively. For the United Kingdom, we generally use the Metro Region as defined by EuroStat with Greater London defined as a 55-mile radius around the city’s center.

Occupancy: Outpatient Medical occupancy represents the percentage of total rentable square feet leased and occupied, including month-to-month leases, as of the date reported. Occupancy for all other property types represents average quarterly operating occupancy based on the most recent quarter of available data and excludes properties that are unstabilized, closed or for which data is not available or meaningful. The company uses unaudited, periodic financial information provided solely by tenants/borrowers to calculate occupancy and has not independently verified the information. Occupancy metrics are reflected at our pro rata share.

Outpatient Medical: Outpatient medical buildings include properties offering ambulatory medical services such as primary and secondary care, outpatient surgery, diagnostic procedures and rehabilitation. These properties are typically affiliated with a health system and may be located on a hospital campus. They are specifically designed and constructed for use by health care professionals to provide services to patients. They also include medical office buildings that typically contain sole and group physician practices and may provide laboratory and other specialty services.

Seniors Housing Operating (SHO): Includes independent, assisted living and dementia care properties in the U.S. and Canada and all care homes in the U.K. structured to take advantage of the REIT Investment Diversification and Empowerment Act of 2007.

Seniors Housing Triple-net (SH-NNN): Includes independent, assisted living, and dementia care properties in the U.S. and Canada and all care homes in the U.K. subject to triple-net operating leases and loans receivable.

Square Feet: Net rentable square feet calculated utilizing Building Owners and Managers Association measurement standards.

Stable: Generally, a triple-net rental property is considered stable (versus unstabilized or under development) when it has achieved EBITDAR coverage of 1.00x or greater for three consecutive months or, if targeted performance has not been achieved, 12 months following the budgeted stabilization date. Triple-net properties for which income is recognized on a cash basis and for which substantially all contractual rent during the period has not been collected are excluded from the stable portfolio. A Seniors Housing Operating facility is considered stable upon the earliest of 90% occupancy, NOI at or above the underwritten target or 12 months past the underwritten stabilization date. Excludes assets held for sale and assets disposed of during the current quarter.

Unstabilized: An acquisition that does not meet the stable criteria upon closing or a construction property that has opened but not yet reached stabilization.


Supplemental Reporting Measures

We believe that revenues and net income, as defined by U.S. generally accepted accounting principles ("U.S. GAAP"), are the most appropriate earnings measurements. However, we consider EBITDA, Adjusted EBITDA, RevPOR, ExpPOR, SS RevPOR, SS ExpPOR, NOI, In-Place NOI ("IPNOI") and Same Store NOI ("SSNOI") to be useful supplemental measures of our operating performance. Excluding EBITDA and Adjusted EBITDA, these supplemental measures are disclosed on our pro rata ownership basis. Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding our minority ownership share of unconsolidated amounts. We do not control unconsolidated investments. While we consider pro rata disclosures useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution.

We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property operations and are unallocable to the properties. These expenses include, but are not limited to, payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. IPNOI represents NOI excluding interest income, other income and non-IPNOI and adjusted for timing of current quarter portfolio changes such as acquisitions, development conversions, segment transitions, dispositions and investments held for sale. SSNOI is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in the same store amounts five full quarters after acquisition or being placed into service. Land parcels, loans and sub-leases, as well as any properties sold or classified as held for sale during the period, are excluded from the same store amounts. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from the same store amounts until five full quarters post completion of the redevelopment. Properties undergoing operator transitions and/or segment transitions are also excluded from the same store amounts until five full quarters post completion of the operator transition or segment transition. In addition, properties significantly impacted by force majeure, acts of God or other extraordinary adverse events are excluded from same store amounts until five full quarters after the properties are placed back into service. SSNOI excludes non-cash NOI and includes adjustments to present consistent property ownership percentages and to translate Canadian properties and UK properties using a consistent exchange rate. Normalizers include adjustments that in management’s opinion are appropriate in considering SSNOI, a supplemental, non-GAAP performance measure. None of these adjustments, which may increase or decrease SSNOI, are reflected in our financial statements prepared in accordance with U.S. GAAP. Significant normalizers (defined as any that individually exceed 0.50% of SSNOI growth per property type) are separately disclosed and explained. We believe NOI, IPNOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI, IPNOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our properties.

RevPOR represents the average revenues generated per occupied room per month and ExpPOR represents the average expenses per occupied room at our Seniors Housing Operating properties. These metrics are calculated as our pro rata version of total resident fees and services revenues or property operating expenses from the income statement divided by average monthly occupied room days. SS RevPOR and SS ExpPOR are used to evaluate the RevPOR and ExpPOR performance of our properties under a consistent population which eliminates changes in the composition of our portfolio. They are based on the same pool of properties used for SSNOI and includes any revenue or expense normalizations used for SSNOI. We use RevPOR, ExpPOR, SS RevPOR and SS ExpPOR to evaluate the revenue-generating capacity and profit potential of our Seniors Housing Operating portfolio independent of fluctuating occupancy rates. They are also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our Seniors Housing Operating portfolio.

We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The ratios are based on EBITDA and Adjusted EBITDA. EBITDA is defined as earnings (net income per income statement) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, other impairment charges and other adjustments deemed appropriate in management's opinion. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. We primarily use these measures to determine our interest coverage ratio, which represents EBITDA and Adjusted EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest and secured debt principal amortization. Our leverage ratios include net debt to Adjusted EBITDA, book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization.

Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management. None of the supplemental reporting measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Multi-period amounts may not equal the sum of the individual quarterly amounts due to rounding.


Supplemental Reporting Measures


(dollars in thousands)
Non-GAAP Reconciliations

NOI Reconciliation	4Q22		1Q23		2Q23		3Q23		4Q23
Net income (loss)	$	1,798	$	28,635	$	106,342	$	134,722	$	88,440
Loss (gain) on real estate dispositions, net	4,423		(747)		2,168		(71,102)		1,783
Loss (income) from unconsolidated entities	4,650		7,071		40,332		4,031		2,008
Income tax expense (benefit)	(4,088)		3,045		3,503		4,584		(4,768)
Other expenses	24,954		22,745		11,069		38,220		36,307
Impairment of assets	13,146		12,629		1,086		7,388		14,994
Provision for loan losses, net	10,469		777		2,456		4,059		2,517
Loss (gain) on extinguishment of debt, net	87		5		1		1		—
Loss (gain) on derivatives and financial instruments, net	258		930		1,280		2,885		(7,215)
General and administrative expenses	41,319		44,371		44,287		46,106		44,327
Depreciation and amortization	342,286		339,112		341,945		339,314		380,730
Interest expense	140,391		144,403		152,337		156,532		154,574
Consolidated net operating income	579,693		602,976		706,806		666,740		713,697
NOI attributable to unconsolidated investments(1)	24,950		26,354		25,150		29,488		30,785
NOI attributable to noncontrolling interests(2)	(27,523)		(25,057)		(24,262)		(22,838)		(22,402)
Pro rata net operating income (NOI)(3)	$	577,120	$	604,273	$	707,694	$	673,390	$	722,080


In-Place NOI Reconciliation
At Welltower pro rata ownership	Seniors Housing Operating		Seniors Housing Triple-net		Outpatient Medical		Long-Term /Post-Acute Care		Corporate		Total
Revenues	$	1,287,666	$	152,689	$	192,822	$	111,936	$	30,021	$	1,775,134
Property operating expenses	(982,077)		(6,662)		(55,060)		(3,298)		(5,957)		(1,053,054)
NOI(3)	305,589		146,027		137,762		108,638		24,064		722,080
Adjust:
Interest income	(2,968)		(36,150)		(382)		(15,784)		—		(55,284)
Other income	(4,313)		(74)		(114)		(6)		(26,171)		(30,678)
Sold / held for sale	(7,657)		(1,369)		(890)		194		—		(9,722)
Non operational(4)	3,446		18		(235)		(697)		—		2,532
Non In-Place NOI(5)	(5,004)		(11,957)		(5,427)		(15,467)		2,107		(35,748)
Timing adjustments(6)	15,810		(139)		63		5,286		—		21,020
Total adjustments	(686)		(49,671)		(6,985)		(26,474)		(24,064)		(107,880)
In-Place NOI	304,903		96,356		130,777		82,164		—		614,200
Annualized In-Place NOI	$	1,219,612	$	385,424	$	523,108	$	328,656	$	—	$	2,456,800


Same Store Property Reconciliation
	Seniors Housing Operating	Seniors Housing Triple-net	Outpatient Medical	Long-Term /Post-Acute Care	Total
Total properties	1,000	361	447	292	2,100
Recent acquisitions/ development conversions(7)	(78)	(16)	(42)	(58)	(194)
Under development	(32)	—	(11)	—	(43)
Under redevelopment(8)	(5)	—	(2)	(4)	(11)
Current held for sale	(37)	(11)	(4)	(29)	(81)
Land parcels, loans and sub-leases	(19)	(5)	(8)	—	(32)
Transitions(9)	(168)	(13)	—	(149)	(330)
Other(10)	(14)	—	(3)	(4)	(21)
Same store properties	647	316	377	48	1,388

Notes:

(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.

(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner.

(3) Represents Welltower's pro rata share of NOI. See page 12 for more information.

(4) Primarily includes development properties and land parcels.

(5) Primarily represents non-cash NOI.

(6) Represents timing adjustments for current quarter acquisitions, construction conversions and segment or operator transitions.

(7) Acquisitions and development conversions will enter the same store pool five full quarters after acquisition or certificate of occupancy.

(8) Redevelopment properties will enter the same store pool after five full quarters of operations post redevelopment completion.

(9) Transitioned properties will enter the same store pool after five full quarters of operations with the new operator in place or under the new structure.

(10) Represents properties that are either closed or being closed.


Supplemental Reporting Measures


(dollars in thousands at Welltower pro rata ownership)

Same Store NOI Reconciliation	4Q22		1Q23		2Q23		3Q23		4Q23		Y/o/Y
Seniors Housing Operating
NOI	$	228,664	$	248,763	$	276,907	$	288,290	$	305,589
Non-cash NOI on same store properties	(1,064)		(851)		(783)		(242)		(186)
NOI attributable to non-same store properties	(35,860)		(40,174)		(40,724)		(48,306)		(67,994)
Currency and ownership adjustments(1)	1,409		527		43		(677)		(416)
Normalizing adjustment for government grants(2)	(1,178)		(8)		(5,347)		(3,109)		(26)
Normalizing adjustment for management fee(3)	(4,317)		(4,299)		(4,718)		(888)		(702)

Normalizing adjustment for casualty related expenses, net(4)	4,626		4,380		1,617		13		825


Other normalizing adjustments(5)	44		—		—		422		858
SSNOI	192,324		208,338		226,995		235,503		237,948		23.7	%

Seniors Housing Triple-net
NOI	148,541		145,084		143,978		137,547		146,027
Non-cash NOI on same store properties	(9,274)		(12,005)		(9,663)		(9,150)		(4,731)
NOI attributable to non-same store properties	(50,949)		(44,580)		(44,979)		(37,377)		(50,425)
Currency and ownership adjustments(1)	371		(212)		(768)		(977)		(569)




Other normalizing adjustments(5)	—		—		—		—		297
SSNOI	88,689		88,287		88,568		90,043		90,599		2.2	%

Outpatient Medical
NOI	123,557		126,213		127,444		131,305		137,762
Non-cash NOI on same store properties	(5,369)		(4,875)		(4,484)		(4,333)		(5,262)
NOI attributable to non-same store properties	(5,700)		(7,595)		(8,156)		(10,928)		(12,799)
Currency and ownership adjustments(1)	2,692		2,947		2,235		760		5

Normalizing adjustment for casualty related expenses, net(4)	527		381		405		580		(729)

Other normalizing adjustments(5)	(64)		(558)		(76)		109		(65)
SSNOI	115,643		116,513		117,368		117,493		118,912		2.8	%

Long-Term/Post-Acute Care
NOI	73,730		82,943		146,693		86,426		108,638
Non-cash NOI on same store properties	(1,526)		(1,538)		(1,160)		(881)		(820)
NOI attributable to non-same store properties	(53,250)		(61,910)		(125,838)		(65,524)		(87,889)
Currency and ownership adjustments(1)	(16)		(22)		(33)		(36)		(12)



Other normalizing adjustments(5)	—		—		—		(122)		—
SSNOI	18,938		19,473		19,662		19,863		19,917		5.2	%

Corporate
NOI	2,628		1,270		12,672		29,822		24,064
NOI attributable to non-same store properties	(2,628)		(1,270)		(12,672)		(29,822)		(24,064)
SSNOI	—		—		—		—		—

Total
NOI	577,120		604,273		707,694		673,390		722,080
Non-cash NOI on same store properties	(17,233)		(19,269)		(16,090)		(14,606)		(10,999)
NOI attributable to non-same store properties	(148,387)		(155,529)		(232,369)		(191,957)		(243,171)
Currency and ownership adjustments(1)	4,456		3,240		1,477		(930)		(992)
Normalizing adjustments, net	(362)		(104)		(8,119)		(2,995)		458
SSNOI	$	415,594	$	432,611	$	452,593	$	462,902	$	467,376	12.5	%

Notes:

(1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.37 and to translate UK properties at a GBP/USD rate of 1.20.

(2) Represents normalizing adjustment related to amounts recognized related to the Health and Human Services Provider Relief Fund in the United States and similar programs in the United Kingdom and Canada.

(3) Represents normalizing adjustment related to the disposition of our ownership interest in three Seniors Housing Operating management company investments.

(4) Represents normalizing adjustment for casualty related expenses net of any insurance reimbursements.

(5) Represents aggregate normalizing adjustments which are individually less than 0.50% of SSNOI growth per property type.


Supplemental Reporting Measures


(dollars in thousands, except RevPOR, SS RevPOR and SSNOI/unit)

SHO RevPOR Reconciliation	United States		United Kingdom		Canada		Total
Consolidated SHO revenues	$	1,009,215	$	112,978	$	146,431	$	1,268,624
Unconsolidated SHO revenues attributable to Welltower(1)	32,069		2,555		27,632		62,256
SHO revenues attributable to noncontrolling interests(2)	(17,431)		(273)		(25,510)		(43,214)
Pro rata SHO revenues(3)	1,023,853		115,260		148,553		1,287,666
SHO interest and other income	(3,888)		(38)		(3,176)		(7,102)
SHO revenues attributable to sold and held for sale properties	(2,677)		—		(25,113)		(27,790)
Currency and ownership adjustments(4)	(2,312)		—		(778)		(3,090)
SHO local revenues	1,014,976		115,222		119,486		1,249,684
Average occupied units/month	57,920		3,995		14,604		76,519
RevPOR/month in USD	$	5,794	$	9,535	$	2,705	$	5,400
RevPOR/month in local currency(4)			£	7,946	$	3,705


Reconciliations of SHO SS RevPOR Growth, SSNOI Growth and SSNOI/Unit

	United States					United Kingdom					Canada					Total
	4Q22		4Q23			4Q22		4Q23			4Q22		4Q23			4Q22		4Q23
SHO SS RevPOR Growth
Consolidated SHO revenues	$	890,291	$	1,009,215		$	101,387	$	112,978		$	113,317	$	146,431		$	1,104,995	$	1,268,624
Unconsolidated SHO revenues attributable to WELL(1)	33,477		32,069			715		2,555			22,614		27,632			56,806		62,256
SHO revenues attributable to noncontrolling interests(2)	(33,788)		(17,431)			(10,149)		(273)			(22,718)		(25,510)			(66,655)		(43,214)
SHO pro rata revenues(3)	889,980		1,023,853			91,953		115,260			113,213		148,553			1,095,146		1,287,666
Non-cash and non-RevPOR revenues on same store properties	(1,808)		(1,068)			—		—			(214)		(314)			(2,022)		(1,382)
Revenues attributable to non-same store properties	(126,604)		(169,839)			(49,738)		(64,284)			(69,021)		(100,023)			(245,363)		(334,146)
Currency and ownership adjustments(4)	19,034		251			919		(1,756)			36		(16)			19,989		(1,521)



Other normalizing adjustments(5)	—		858			—		—			—		—			—		858
SHO SS RevPOR revenues(6)	$	780,602	$	854,055		$	43,134	$	49,220		$	44,014	$	48,200		$	867,750	$	951,475
Avg. occupied units/month(7)	47,733		49,555			1,864		1,967			6,176		6,454			55,773		57,976
SHO SS RevPOR(8)	$	5,407	$	5,698		$	7,652	$	8,275		$	2,356	$	2,469		$	5,144	$	5,426
SS RevPOR YOY growth			5.4		%			8.1		%			4.8		%			5.5		%

SHO SSNOI Growth
Consolidated SHO NOI	$	184,671	$	226,193		$	15,747	$	27,994		$	33,673	$	46,890		$	234,091	$	301,077
Unconsolidated SHO NOI attributable to WELL(1)	4,862		9,412			(305)		389			7,021		10,688			11,578		20,489
SHO NOI attributable to noncontrolling interests(2)	(9,119)		(8,772)			(1,750)		(278)			(6,136)		(6,927)			(17,005)		(15,977)
SHO pro rata NOI(3)	180,414		226,833			13,692		28,105			34,558		50,651			228,664		305,589
Non-cash NOI on same store properties	(1,064)		(154)			—		—			—		(32)			(1,064)		(186)
NOI attributable to non-same store properties	(11,372)		(21,246)			(6,384)		(15,348)			(18,104)		(31,400)			(35,860)		(67,994)
Currency and ownership adjustments(4)	1,207		49			134		(457)			68		(8)			1,409		(416)
Normalizing adjustment for government grants(9)	(70)		(26)			(433)		—			(675)		—			(1,178)		(26)
Normalizing adjustment for management fee(10)	(4,218)		(702)			—		—			(99)		—			(4,317)		(702)

Normalizing adjustment for casualty related expenses(11)	4,626		825			—		—			—		—			4,626		825


Other normalizing adjustments(5)	—		858			—		—			44		—			44		858
SHO pro rata SSNOI(6)	$	169,523	$	206,437		$	7,009	$	12,300		$	15,792	$	19,211		$	192,324	$	237,948
SHO SSNOI growth			21.8		%			75.5		%			21.7		%			23.7		%

SHO SSNOI/Unit
Trailing four quarters' SSNOI(6)			$	797,081				$	40,145				$	71,558				$	908,784
Average units in service(12)			59,954					2,252					7,392					69,598
SSNOI/unit in USD			$	13,295				$	17,826				$	9,680				$	13,058
SSNOI/unit in local currency(4)								£	14,855				$	13,260

Notes:

(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.

(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner.

(3) Represents SHO revenues/NOI at Welltower pro rata ownership. See page 12 for more information.

(4) Includes where appropriate adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.37 and to translate UK properties at a GBP/USD rate of 1.20.

(5) Represents aggregate normalizing adjustments which are individually less than .50% of SSNOI growth.

(6) Represents SS SHO RevPOR revenues/SSNOI at Welltower pro rata ownership. See page 19 for more information.

(7) Represents average occupied units for SS properties related solely to referenced country on a pro rata basis.

(8) Represents pro rata SS average revenues generated per occupied room per month.

(9) Represents normalizing adjustment related to amounts recognized related to the Health and Human Services Provider Relief Fund in the United States and similar programs in the United Kingdom and Canada.

(10) Represents normalizing adjustment related to the disposition of our ownership interest in three Seniors Housing Operating management company investments.

(11) Represents normalizing adjustment for casualty related expenses net of any insurance reimbursements.

(12) Represents average units in service for SS properties related solely to referenced country on a pro rata basis.


Forward-Looking Statement and Risk Factors

Forward-Looking Statements and Risk Factors

This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual results to differ materially from Welltower’s expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; Welltower’s ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters, health emergencies (such as the COVID-19 pandemic) and other acts of God affecting Welltower’s properties; Welltower’s ability to re-lease space at similar rates as vacancies occur; Welltower’s 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 Welltower’s properties; changes in rules or practices governing Welltower’s financial reporting; the movement of U.S. and foreign currency exchange rates; Welltower’s ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and other risks described in Welltower’s reports filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Additional Information

The information in this supplemental information package should be read in conjunction with our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our earnings press release dated February 13, 2024 and other information filed with, or furnished to, the SEC. The Supplemental Reporting Measures and reconciliations of Non-GAAP measures are an integral part of the information presented herein.

You can access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act at www.welltower.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. You can also review these SEC filings and other information by accessing the SEC’s website at http://www.sec.gov. We routinely post important information on our website at www.welltower.com in the “Investors” section, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the SEC. The information on or connected to our website is not, and shall not be deemed to be, a part of, or incorporated into this supplemental information package.

About Welltower

Welltower Inc. (NYSE:WELL), a REIT and S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. Welltower invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower owns interests in properties concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. More information is available at www.welltower.com.

Cover Page	Feb. 13, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 13, 2024
Entity Registrant Name	Welltower Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8923
Entity Tax Identification Number	34-1096634
Entity Address, Address Line One	4500 Dorr Street,
Entity Address, City or Town	Toledo,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43615
City Area Code	419
Local Phone Number	247-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000766704
Amendment Flag	false
Common stock, $1.00 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common stock, $1.00 par value per share
Trading Symbol	WELL
Security Exchange Name	NYSE
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC
Document Information [Line Items]
Title of 12(b) Security	Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC
Trading Symbol	WELL/28
Security Exchange Name	NYSE
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC
Document Information [Line Items]
Title of 12(b) Security	Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC
Trading Symbol	WELL/34
Security Exchange Name	NYSE