UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023



☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-8923

WELLTOWER INC.

(Exact name of registrant as specified in its charter)

Delaware

34-1096634

(State or other jurisdiction
of Incorporation)

(IRS Employer
Identification No.)

4500 Dorr Street

Toledo,

Ohio

43615

(Address of principal executive office)

(Zip Code)

(419) -

247-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of ~~October 31, 2022,~~April 28, 2023, Welltower Inc. had ~~472,521,446~~497,031,161 shares of common stock outstanding.

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		Page

Item 1. Financial Statements (Unaudited)		3

	Consolidated Balance Sheets	3

	Consolidated Statements of Comprehensive Income	4

	Consolidated Statements of Equity	6

	Consolidated Statements of Cash Flows	87

	Notes to Unaudited Consolidated Financial Statements	98

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		3025

Item 3. Quantitative and Qualitative Disclosures About Market Risk		5747

Item 4. Controls and Procedures		5848

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		5949

Item 1A. Risk Factors		5949

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		5949

Item 5. Other Information		5949

Item 6. Exhibits		6050

Signatures		6151

PART I. FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


		September 30, 2022 (Unaudited)		December 31, 2021 (Note)			March 31, 2023 (Unaudited)		December 31, 2022 (Note)
Assets:	Assets:					Assets:
Real estate investments:	Real estate investments:					Real estate investments:
Real property owned:	Real property owned:					Real property owned:
Land and land improvements	Land and land improvements	$	4,156,985	$	3,968,430	Land and land improvements	$	4,324,541	$	4,249,834
Buildings and improvements	Buildings and improvements	33,018,251		31,062,203		Buildings and improvements	34,161,466		33,651,336
Acquired lease intangibles	Acquired lease intangibles	1,920,803		1,789,628		Acquired lease intangibles	1,990,830		1,945,458
Real property held for sale, net of accumulated depreciation	Real property held for sale, net of accumulated depreciation	175,657		134,097		Real property held for sale, net of accumulated depreciation	215,583		133,058
Construction in progress	Construction in progress	1,012,202		651,389		Construction in progress	1,121,446		1,021,080
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(7,687,077)		(6,910,114)		Less accumulated depreciation and amortization	(8,417,151)		(8,075,733)
Net real property owned	Net real property owned	32,596,821		30,695,633		Net real property owned	33,396,715		32,925,033
Right of use assets, net	Right of use assets, net	323,230		522,796		Right of use assets, net	322,896		323,942
Real estate loans receivable, net of credit allowance	Real estate loans receivable, net of credit allowance	916,639		1,068,681		Real estate loans receivable, net of credit allowance	954,156		890,844
Net real estate investments	Net real estate investments	33,836,690		32,287,110		Net real estate investments	34,673,767		34,139,819
Other assets:	Other assets:					Other assets:
Investments in unconsolidated entities	Investments in unconsolidated entities	1,383,246		1,039,043		Investments in unconsolidated entities	1,596,413		1,499,790
Goodwill	Goodwill	68,321		68,321		Goodwill	68,321		68,321
Cash and cash equivalents	Cash and cash equivalents	343,446		269,265		Cash and cash equivalents	571,902		631,681
Restricted cash	Restricted cash	81,738		77,490		Restricted cash	66,894		90,611
Straight-line rent receivable	Straight-line rent receivable	430,173		365,643		Straight-line rent receivable	357,359		322,173
Receivables and other assets	Receivables and other assets	1,270,874		803,453		Receivables and other assets	1,159,233		1,140,838
Total other assets	Total other assets	3,577,798		2,623,215		Total other assets	3,820,122		3,753,414
Total assets	Total assets	$	37,414,488	$	34,910,325	Total assets	$	38,493,889	$	37,893,233

Liabilities and equity	Liabilities and equity					Liabilities and equity
Liabilities:	Liabilities:					Liabilities:
Unsecured credit facility and commercial paper	Unsecured credit facility and commercial paper	$	654,715	$	324,935	Unsecured credit facility and commercial paper	$	—	$	—
Senior unsecured notes	Senior unsecured notes	12,324,601		11,613,758		Senior unsecured notes	12,486,229		12,437,273
Secured debt	Secured debt	2,121,628		2,192,261		Secured debt	2,474,837		2,110,815
Lease liabilities	Lease liabilities	410,415		545,944		Lease liabilities	415,169		415,824
Accrued expenses and other liabilities	Accrued expenses and other liabilities	1,445,479		1,235,554		Accrued expenses and other liabilities	1,521,499		1,535,325
Total liabilities	Total liabilities	16,956,838		15,912,452		Total liabilities	16,897,734		16,499,237
Redeemable noncontrolling interests	Redeemable noncontrolling interests	400,965		401,294		Redeemable noncontrolling interests	392,195		384,443
Equity:	Equity:					Equity:
Common stock	Common stock	473,930		448,605		Common stock	497,928		491,919
Capital in excess of par value	Capital in excess of par value	25,289,432		23,133,641		Capital in excess of par value	27,160,014		26,742,750
Treasury stock	Treasury stock	(111,772)		(107,750)		Treasury stock	(112,925)		(111,001)
Cumulative net income	Cumulative net income	8,808,678		8,663,736		Cumulative net income	8,830,623		8,804,950
Cumulative dividends	Cumulative dividends	(15,215,694)		(14,380,915)		Cumulative dividends	(15,815,926)		(15,514,097)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(75,267)		(121,316)		Accumulated other comprehensive income (loss)	(111,559)		(119,707)
Total Welltower Inc. stockholders’ equity	Total Welltower Inc. stockholders’ equity	19,169,307		17,636,001		Total Welltower Inc. stockholders’ equity	20,448,155		20,294,814
Noncontrolling interests	Noncontrolling interests	887,378		960,578		Noncontrolling interests	755,805		714,739
Total equity	Total equity	20,056,685		18,596,579		Total equity	21,203,960		21,009,553
Total liabilities and equity	Total liabilities and equity	$	37,414,488	$	34,910,325	Total liabilities and equity	$	38,493,889	$	37,893,233

Note: The consolidated balance sheet at December 31, ~~2021~~2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands, except per share data)


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2022		2021		2022		2021				2023		2022
Revenues:	Revenues:									Revenues:
Resident fees and services	Resident fees and services	$	1,068,706	$	835,617	$	3,073,040	$	2,299,972	Resident fees and services		$	1,131,685	$	994,335
Rental income	Rental income	361,983		357,984		1,079,784		1,015,550		Rental income		384,059		356,390
Interest income	Interest income	37,791		39,864		113,925		97,891		Interest income		36,405		38,994
Other income	Other income	5,364		6,332		75,335		19,438		Other income		8,580		5,985
Total revenues	Total revenues	1,473,844		1,239,797		4,342,084		3,432,851		Total revenues		1,560,729		1,395,704

Expenses:	Expenses:									Expenses:
Property operating expenses	Property operating expenses	912,180		729,400		2,619,932		1,989,383		Property operating expenses		957,753		853,669
Depreciation and amortization	Depreciation and amortization	353,699		267,754		968,082		753,065		Depreciation and amortization		339,112		304,088
Interest expense	Interest expense	139,682		122,522		389,128		368,005		Interest expense		144,403		121,696
General and administrative expenses	General and administrative expenses	34,811		32,256		109,071		93,618		General and administrative expenses		44,371		37,706
Loss (gain) on derivatives and financial instruments, net	Loss (gain) on derivatives and financial instruments, net	6,905		(8,078)		8,076		(6,503)		Loss (gain) on derivatives and financial instruments, net		930		2,578
Loss (gain) on extinguishment of debt, net	Loss (gain) on extinguishment of debt, net	2		(5)		593		50,964		Loss (gain) on extinguishment of debt, net		5		(12)
Provision for loan losses, net	Provision for loan losses, net	490		(271)		(149)		7,309		Provision for loan losses, net		777		(804)
Impairment of assets	Impairment of assets	4,356		1,490		4,356		48,750		Impairment of assets		12,629		—
Other expenses	Other expenses	15,481		3,575		76,716		26,256		Other expenses		22,745		26,069
Total expenses	Total expenses	1,467,606		1,148,643		4,175,805		3,330,847		Total expenses		1,522,725		1,344,990

Income (loss) from continuing operations before income taxes and other items	Income (loss) from continuing operations before income taxes and other items	6,238		91,154		166,279		102,004		Income (loss) from continuing operations before income taxes and other items		38,004		50,714
Income tax (expense) benefit	Income tax (expense) benefit	(3,257)		(4,940)		(11,335)		(6,662)		Income tax (expense) benefit		(3,045)		(5,013)
Income (loss) from unconsolidated entities	Income (loss) from unconsolidated entities	(6,698)		(15,832)		(16,640)		(10,759)		Income (loss) from unconsolidated entities		(7,071)		(2,884)
Gain (loss) on real estate dispositions, net	Gain (loss) on real estate dispositions, net	1,064		119,954		20,466		223,702		Gain (loss) on real estate dispositions, net		747		22,934
Income (loss) from continuing operations	Income (loss) from continuing operations	(2,653)		190,336		158,770		308,285		Income (loss) from continuing operations		28,635		65,751

Net income (loss)	Net income (loss)	(2,653)		190,336		158,770		308,285		Net income (loss)		28,635		65,751
Less: Net income (loss) attributable to noncontrolling interests(1)	Less: Net income (loss) attributable to noncontrolling interests(1)	4,114		10,673		13,828		30,819		Less: Net income (loss) attributable to noncontrolling interests(1)		2,962		3,826
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	(6,767)	$	179,663	$	144,942	$	277,466	Net income (loss) attributable to common stockholders		$	25,673	$	61,925

Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:									Weighted average number of common shares outstanding:
Basic	Basic	463,366		428,031		455,074		420,955		Basic		492,061		447,379
Diluted	Diluted	463,366		429,983		457,999		422,835		Diluted		494,494		449,802

Earnings per share:	Earnings per share:									Earnings per share:
Basic:	Basic:									Basic:
Income (loss) from continuing operations	Income (loss) from continuing operations	$	(0.01)	$	0.44	$	0.35	$	0.73	Income (loss) from continuing operations		$	0.06	$	0.15
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	(0.01)	$	0.42	$	0.32	$	0.66	Net income (loss) attributable to common stockholders		$	0.05	$	0.14

Diluted:	Diluted:									Diluted:
Income (loss) from continuing operations	Income (loss) from continuing operations	$	(0.01)	$	0.44	$	0.35	$	0.73	Income (loss) from continuing operations		$	0.06	$	0.15
Net income (loss) attributable to common stockholders(2)	Net income (loss) attributable to common stockholders(2)	$	(0.01)	$	0.42	$	0.32	$	0.65	Net income (loss) attributable to common stockholders(2)		$	0.05	$	0.14

Dividends declared and paid per common share	Dividends declared and paid per common share	$	0.61	$	0.61	$	1.83	$	1.83	Dividends declared and paid per common share		$	0.61	$	0.61

(1) Includes amounts attributable to redeemable noncontrolling interests.

(2) Includes adjustment to the numerator for income (loss) attributable to OP ~~unitholders.~~Units and DownREIT Units.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30,				September 30,					March 31,
		2022		2021		2022		2021				2023		2022
Net income (loss)	Net income (loss)	$	(2,653)	$	190,336	$	158,770	$	308,285	Net income (loss)		$	28,635	$	65,751

Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	(372,494)		(112,263)		(746,165)		(55,059)		Foreign currency translation gain (loss)		80,765		(66,948)
Derivative and financial instruments designated as hedges gain (loss)	Derivative and financial instruments designated as hedges gain (loss)	417,567		130,711		753,588		100,866		Derivative and financial instruments designated as hedges gain (loss)		(69,738)		51,940
Total other comprehensive income (loss)	Total other comprehensive income (loss)	45,073		18,448		7,423		45,807		Total other comprehensive income (loss)		11,027		(15,008)

Total comprehensive income (loss)	Total comprehensive income (loss)	42,420		208,784		166,193		354,092		Total comprehensive income (loss)		39,662		50,743
Less: Total comprehensive income (loss) attributable to noncontrolling interests(1)	Less: Total comprehensive income (loss) attributable to noncontrolling interests(1)	(20,741)		4,350		(24,798)		31,299		Less: Total comprehensive income (loss) attributable to noncontrolling interests(1)		5,841		5,974
Total comprehensive income (loss) attributable to common stockholders	Total comprehensive income (loss) attributable to common stockholders	$	63,161	$	204,434	$	190,991	$	322,793	Total comprehensive income (loss) attributable to common stockholders		$	33,821	$	44,769

(1) Includes amounts attributable to redeemable noncontrolling interests.	(1) Includes amounts attributable to redeemable noncontrolling interests.									(1) Includes amounts attributable to redeemable noncontrolling interests.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


		Nine Months Ended September 30, 2022																	Three Months Ended March 31, 2023
		Common Stock		Capital in Excess of Par Value		Treasury Stock		Cumulative Net Income		Cumulative Dividends		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total			Common Stock		Capital in Excess of Par Value		Treasury Stock		Cumulative Net Income		Cumulative Dividends		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balances at January 1, 2022		$	448,605	$	23,133,641	$	(107,750)	$	8,663,736	$	(14,380,915)	$	(121,316)	$	960,578	$	18,596,579
Comprehensive income:
Net income (loss)								61,925						2,752		64,677
Other comprehensive income (loss)												(17,156)		1,465		(15,691)
Total comprehensive income																48,986
Net change in noncontrolling interests				(63,026)										(128,305)		(191,331)
Amounts related to stock incentive plans, net of forfeitures		166		7,279		(4,768)										2,677
Net proceeds from issuance of common stock		6,605		542,218												548,823
Dividends paid:
Common stock dividends										(273,668)						(273,668)
Balances at March 31, 2022		$	455,376	$	23,620,112	$	(112,518)	$	8,725,661	$	(14,654,583)	$	(138,472)	$	836,490	$	18,732,066
Balances at January 1, 2023																		Balances at January 1, 2023	$	491,919	$	26,742,750	$	(111,001)	$	8,804,950	$	(15,514,097)	$	(119,707)	$	714,739	$	21,009,553
Comprehensive income:	Comprehensive income:																	Comprehensive income:
Net income (loss)	Net income (loss)							89,785						4,409		94,194		Net income (loss)							25,673						2,688		28,361
Other comprehensive income (loss)	Other comprehensive income (loss)											(6,724)		(15,116)		(21,840)		Other comprehensive income (loss)											8,148		3,023		11,171
Total comprehensive income	Total comprehensive income															72,354		Total comprehensive income															39,532
Net change in noncontrolling interests	Net change in noncontrolling interests			(6,760)										118,793		112,033		Net change in noncontrolling interests			(8,304)										29,648		21,344
Adjustment to members' interest from change in ownership in Welltower OP	Adjustment to members' interest from change in ownership in Welltower OP			46,861										(46,861)		—		Adjustment to members' interest from change in ownership in Welltower OP			(6,139)										6,139		—
Redemption of OP Units and DownREIT Units																		Redemption of OP Units and DownREIT Units	272		17,515										(432)		17,355
Amounts related to stock incentive plans, net of forfeitures	Amounts related to stock incentive plans, net of forfeitures	20		6,551		827										7,398		Amounts related to stock incentive plans, net of forfeitures	134		9,330		(1,924)										7,540
Net proceeds from issuance of common stock	Net proceeds from issuance of common stock	9,382		798,277												807,659		Net proceeds from issuance of common stock	5,603		404,862												410,465

Dividends paid:	Dividends paid:																	Dividends paid:
Common stock dividends	Common stock dividends									(277,615)						(277,615)		Common stock dividends									(301,829)						(301,829)
Balances at June 30, 2022		$	464,778	$	24,465,041	$	(111,691)	$	8,815,446	$	(14,932,198)	$	(145,196)	$	897,715	$	19,453,895
Comprehensive income:
Net income (loss)								(6,768)						2,876		(3,892)
Other comprehensive income (loss)												69,929		(23,029)		46,900
Total comprehensive income																43,008
Net change in noncontrolling interests				(2,400)										12,801		10,401
Adjustment to members' interest from change in ownership in Welltower OP				2,779										(2,779)		—
Redemption of OP units		5		201										(206)		—
Amounts related to stock incentive plans, net of forfeitures		3		6,151		(81)										6,073
Net proceeds from issuance of common stock		9,144		817,660												826,804
Balances at March 31, 2023																		Balances at March 31, 2023	$	497,928	$	27,160,014	$	(112,925)	$	8,830,623	$	(15,815,926)	$	(111,559)	$	755,805	$	21,203,960

Dividends paid:
Common stock dividends										(283,496)						(283,496)
Balances at September 30, 2022		$	473,930	$	25,289,432	$	(111,772)	$	8,808,678	$	(15,215,694)	$	(75,267)	$	887,378	$	20,056,685


	Three Months Ended March 31, 2022
	Common Stock		Capital in Excess of Par Value		Treasury Stock		Cumulative Net Income		Cumulative Dividends		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balances at January 1, 2022	$	448,605	$	23,133,641	$	(107,750)	$	8,663,736	$	(14,380,915)	$	(121,316)	$	960,578	$	18,596,579
Comprehensive income:
Net income (loss)							61,925						2,752		64,677
Other comprehensive income (loss)											(17,156)		1,465		(15,691)
Total comprehensive income															48,986
Net change in noncontrolling interests			(63,026)										(128,305)		(191,331)
Amounts related to stock incentive plans, net of forfeitures	166		7,279		(4,768)										2,677
Net proceeds from issuance of common stock	6,605		542,218												548,823
Dividends paid:
Common stock dividends									(273,668)						(273,668)
Balances at March 31, 2022	$	455,376	$	23,620,112	$	(112,518)	$	8,725,661	$	(14,654,583)	$	(138,472)	$	836,490	$	18,732,066

~~CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)~~

~~WELLTOWER INC. AND SUBSIDIARIES~~

~~(In thousands)~~

Nine Months Ended September 30, 2021
Common Stock Capital in
Excess of
Par Value Treasury
Stock Cumulative
Net Income Cumulative
Dividends Accumulated Other
Comprehensive
Income (Loss) Noncontrolling
Interests Total
Balances at January 1, 2021 $ 418,691 $ 20,823,145 $ (104,490) $ 8,327,598 $ (13,343,721) $ (148,504) $ 908,853 $ 16,881,572
Comprehensive income:
Net income (loss) 71,546 (177) 71,369
Other comprehensive income (loss) 20,368 3,729 24,097
Total comprehensive income 95,466
Net change in noncontrolling interests (14,250) (20,266) (34,516)
Amounts related to stock incentive plans, net of forfeitures 175 5,393 (2,029) 3,539
Net proceeds from issuance of common stock (92) (92)
Dividends paid:
Common stock dividends (254,952) (254,952)
Balances at March 31, 2021 $ 418,866 $ 20,814,196 $ (106,519) $ 8,399,144 $ (13,598,673) $ (128,136) $ 892,139 $ 16,691,017
Comprehensive income:
Net income (loss) 26,257 19,695 45,952
Other comprehensive income (loss) 188 2,919 3,107
Total comprehensive income 49,059
Net change in noncontrolling interests (17,377) 15,630 (1,747)
Amounts related to stock incentive plans, net of forfeitures 51 4,504 (2,114) 2,441
Net proceeds from issuance of common stock 5,016 360,515 365,531
Dividends paid:
Common stock dividends (255,472) (255,472)
Balances at June 30, 2021 $ 423,933 $ 21,161,838 $ (108,633) $ 8,425,401 $ (13,854,145) $ (127,948) $ 930,383 $ 16,850,829
Comprehensive income:
Net income (loss) 179,663 10,470 190,133
Other comprehensive income (loss) 24,771 (6,196) 18,575
Total comprehensive income 208,708
Net change in noncontrolling interests (4,013) (14,944) (18,957)
Amounts related to stock incentive plans, net of forfeitures 3 4,932 155 5,090
Net proceeds from issuance of common stock 12,704 986,102 998,806
Dividends paid:
Common stock dividends (261,560) (261,560)
Balances at September 30, 2021 $ 436,640 $ 22,148,859 $ (108,478) $ 8,605,064 $ (14,115,705) $ (103,177) $ 919,713 $ 17,782,916

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


		Nine Months Ended					Three Months Ended
		September 30,					March 31,
		2022		2021			2023		2022
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	158,770	$	308,285	Net income	$	28,635	$	65,751
Adjustments to reconcile net income to net cash provided from (used in) operating activities:	Adjustments to reconcile net income to net cash provided from (used in) operating activities:					Adjustments to reconcile net income to net cash provided from (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	968,082		753,065		Depreciation and amortization	339,112		304,088
Other amortization expenses	Other amortization expenses	20,643		13,951		Other amortization expenses	9,792		5,592
Provision for loan losses, net	Provision for loan losses, net	(149)		7,309		Provision for loan losses, net	777		(804)
Impairment of assets	Impairment of assets	4,356		48,750		Impairment of assets	12,629		—
Stock-based compensation expense	Stock-based compensation expense	19,456		14,868		Stock-based compensation expense	9,456		7,445
Loss (gain) on derivatives and financial instruments, net	Loss (gain) on derivatives and financial instruments, net	8,076		(6,503)		Loss (gain) on derivatives and financial instruments, net	930		2,578
Loss (gain) on extinguishment of debt, net	Loss (gain) on extinguishment of debt, net	593		50,964		Loss (gain) on extinguishment of debt, net	5		(12)
Loss (income) from unconsolidated entities	Loss (income) from unconsolidated entities	16,640		10,759		Loss (income) from unconsolidated entities	7,071		2,884
Rental income less than (in excess of) cash received	Rental income less than (in excess of) cash received	(79,571)		(9,607)		Rental income less than (in excess of) cash received	(36,827)		(22,215)
Amortization related to above (below) market leases, net	Amortization related to above (below) market leases, net	(1,199)		(2,045)		Amortization related to above (below) market leases, net	(82)		(419)
Loss (gain) on real estate dispositions, net	Loss (gain) on real estate dispositions, net	(20,466)		(223,702)		Loss (gain) on real estate dispositions, net	(747)		(22,934)
Distributions by unconsolidated entities	Distributions by unconsolidated entities	8,648		11,783		Distributions by unconsolidated entities	3,418		6,982
Increase (decrease) in accrued expenses and other liabilities	Increase (decrease) in accrued expenses and other liabilities	96,250		97,924		Increase (decrease) in accrued expenses and other liabilities	(4,503)		(23,416)
Decrease (increase) in receivables and other assets	Decrease (increase) in receivables and other assets	(124,807)		(83,806)		Decrease (increase) in receivables and other assets	6,392		(1,000)
Net cash provided from (used in) operating activities	Net cash provided from (used in) operating activities	1,075,322		991,995		Net cash provided from (used in) operating activities	376,058		324,520

Investing activities:	Investing activities:					Investing activities:
Cash disbursed for acquisitions, net of cash acquired	Cash disbursed for acquisitions, net of cash acquired	(2,292,998)		(2,735,206)		Cash disbursed for acquisitions, net of cash acquired	(402,719)		(601,410)
Cash disbursed for capital improvements to existing properties	Cash disbursed for capital improvements to existing properties	(315,835)		(165,691)		Cash disbursed for capital improvements to existing properties	(91,339)		(90,229)
Cash disbursed for construction in progress	Cash disbursed for construction in progress	(463,465)		(263,325)		Cash disbursed for construction in progress	(226,226)		(138,141)
Capitalized interest	Capitalized interest	(20,729)		(14,027)		Capitalized interest	(10,335)		(5,479)
Investment in loans receivable	Investment in loans receivable	(133,179)		(953,006)		Investment in loans receivable	(54,831)		(39,201)
Principal collected on loans receivable	Principal collected on loans receivable	172,380		250,415		Principal collected on loans receivable	15,592		89,207
Other investments, net of payments	Other investments, net of payments	(62,625)		(10,885)		Other investments, net of payments	(80,548)		2,401
Contributions to unconsolidated entities	Contributions to unconsolidated entities	(390,493)		(278,833)		Contributions to unconsolidated entities	(112,822)		(115,249)
Distributions by unconsolidated entities	Distributions by unconsolidated entities	34,256		238,066		Distributions by unconsolidated entities	4,800		5,882
Proceeds from (payments on) derivatives	Proceeds from (payments on) derivatives	63,747		2,312		Proceeds from (payments on) derivatives	3,933		10,104
Proceeds from sales of real property	Proceeds from sales of real property	124,431		941,708		Proceeds from sales of real property	21,658		73,568
Net cash provided from (used in) investing activities	Net cash provided from (used in) investing activities	(3,284,510)		(2,988,472)		Net cash provided from (used in) investing activities	(932,837)		(808,547)

Financing activities:	Financing activities:					Financing activities:
Net increase (decrease) under unsecured credit facility and commercial paper	Net increase (decrease) under unsecured credit facility and commercial paper	329,780		290,996		Net increase (decrease) under unsecured credit facility and commercial paper	—		(24,967)
Net proceeds from issuance of senior unsecured notes	Net proceeds from issuance of senior unsecured notes	1,040,232		1,208,241		Net proceeds from issuance of senior unsecured notes	—		545,082
Payments to extinguish senior unsecured notes		—		(1,533,752)

Net proceeds from the issuance of secured debt	Net proceeds from the issuance of secured debt	89,804		2,693		Net proceeds from the issuance of secured debt	362,900		5,385
Payments on secured debt	Payments on secured debt	(320,377)		(118,854)		Payments on secured debt	(39,573)		(116,789)
Net proceeds from the issuance of common stock	Net proceeds from the issuance of common stock	2,184,953		1,366,464		Net proceeds from the issuance of common stock	411,032		549,346

Payments for deferred financing costs and prepayment penalties	Payments for deferred financing costs and prepayment penalties	(4,881)		(72,251)		Payments for deferred financing costs and prepayment penalties	(6,444)		(69)
Contributions by noncontrolling interests(1)	Contributions by noncontrolling interests(1)	47,503		84,073		Contributions by noncontrolling interests(1)	83,480		4,101
Distributions to noncontrolling interests(1)	Distributions to noncontrolling interests(1)	(221,754)		(108,912)		Distributions to noncontrolling interests(1)	(35,664)		(177,979)

Cash distributions to stockholders	Cash distributions to stockholders	(833,296)		(770,457)		Cash distributions to stockholders	(300,195)		(273,045)
Other financing activities	Other financing activities	(7,730)		(9,322)		Other financing activities	(5,066)		(5,960)
Net cash provided from (used in) financing activities	Net cash provided from (used in) financing activities	2,304,234		338,919		Net cash provided from (used in) financing activities	470,470		505,105
Effect of foreign currency translation on cash and cash equivalents and restricted cash	Effect of foreign currency translation on cash and cash equivalents and restricted cash	(16,617)		(840)		Effect of foreign currency translation on cash and cash equivalents and restricted cash	2,813		(790)
Increase (decrease) in cash, cash equivalents and restricted cash	Increase (decrease) in cash, cash equivalents and restricted cash	78,429		(1,658,398)		Increase (decrease) in cash, cash equivalents and restricted cash	(83,496)		20,288
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	346,755		2,021,043		Cash, cash equivalents and restricted cash at beginning of period	722,292		346,755
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	425,184	$	362,645	Cash, cash equivalents and restricted cash at end of period	$	638,796	$	367,043

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Interest paid	Interest paid	$	364,345	$	341,134	Interest paid	$	148,399	$	123,012
Income taxes paid (received), net	Income taxes paid (received), net	6,725		1,288		Income taxes paid (received), net	325		631

(1) Includes amounts attributable to redeemable noncontrolling interests.	(1) Includes amounts attributable to redeemable noncontrolling interests.					(1) Includes amounts attributable to redeemable noncontrolling interests.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. We invest 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 Inc., a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties.

As of May 24, 2022, we are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. ~~For additional information on the UPREIT reorganization, please see our Current Reports on Form 8-K filed with the SEC on March 7, 2022, April 1, 2022 and May 25, 2022.~~ Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was ~~99.737%~~99.735% for the three months ended ~~September 30, 2022.~~March 31, 2023. As of ~~September 30, 2022,~~March 31, 2023, Welltower owned ~~99.742%~~99.721% of the issued and outstanding units of Welltower OP, with other investors owning the remaining ~~0.258%~~0.279% of outstanding units. We adjust the noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP.

2. Accounting Policies and Related Matters

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 are not necessarily an indication of the results that may be expected for the year ending December 31, ~~2022.~~2023. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Impact of COVID-19 Pandemic & Government Grants

The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants ~~will depend on~~in the future ~~developments, which are highly~~is uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, the direct and indirect economic effects of the pandemic and containment measures, the impact of new variants, the effectiveness of vaccines and the overall pace of recovery, among others. The COVID-19 pandemic couldconfidence. We have ~~material and adverse effects on our financial condition, results of operations and cash flows in the future.~~

Our Seniors Housing Operating revenues are dependent on occupancy. As of September 30, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining and activities. Average occupancy is as follows:

Three Months Ended(1)
March 31, June 30, September 30, December 31,
2021 72.7 % 73.0 % 74.9 % 76.3 %
2022 76.3 % 77.1 % 78.0 %

~~(1)~~ Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners' noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development.

Property-level operating expenses associated with the COVID-19 pandemic related to our Seniors Housing Operating portfolio totaled $8,134,000 and $28,152,000 for the three and nine ended September 30, 2022, respectively, as compared to ~~$8,842,000 and $53,767,000 dur~~ing the three and nine ended September 30, 2021, respectively. These expenses were incurred as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective equipment and supplies. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice.

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~In 2021 and 2022, we~~ received government grants under the CARES Act, as well as under similar programs in the U.K. and Canada, primarily to cover increased expenses and lost revenue during the COVID-19 ~~pandemic, as well as under similar programs in the U.K. and Canada.~~pandemic. We recognized ~~$5,573,000~~$4,136,000 and ~~$33,137,000~~$5,760,000 during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, as compared to~~ ~~$10,965,000 and $78,670,000 during the three and nine months ended September 30, 2021,~~ respectively. These grants represent a reduction to property operating expenses in our Consolidated Statements of Comprehensive Income.

~~Our Triple-net operators~~ The amount of qualifying expenditures and lost revenue exceeded grant income recognized and we believe we have ~~experienced similar occupancy declines~~complied and ~~operating costs as our Seniors Housing Operating properties. Additionally, long-term/post-acute care facilities have generally experienced a higher degree of occupancy declines. These factors may~~will continue to ~~impact~~comply with all grant conditions. In the ~~ability~~event of ~~our Triple-net operators~~non-compliance, all such amounts are subject to ~~make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the CARES Act Paycheck Protection Program and Provider Relief Fund.~~recapture.

New Accounting Standards

•In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. The ASU is effective for public business entities beginning after December 15, 2021 including interim periods within those fiscal years. The adoption of this standard did not have a significant impact on our consolidated financial statements.

•In March 2020, the FASB issued an amendment to the reference rate reform standard, which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. ~~The~~In December 2022, the FASB extended the date for which this guidance ~~is optional~~can be applied from December 31, 2022 to December 31, 2024. We continue to monitor developments related to the LIBOR transition and ~~may be elected over time as reference rate reform activities occur. We are currently evaluating our options with regards to existing contracts and hedging relationships and the impact~~identification of ~~adopting this update on our consolidated financial statements.~~an alternative, market-accepted rate.

3. Real Property Acquisitions and Development

The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income.

108

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our real property investment activity by segment for the periods presented (in thousands):


		Nine Months Ended																	Three Months Ended
		September 30, 2022								September 30, 2021									March 31, 2023								March 31, 2022
		Seniors Housing Operating		Triple-net		Outpatient Medical		Totals		Seniors Housing Operating		Triple-net		Outpatient Medical		Totals			Seniors Housing Operating		Triple-net		Outpatient Medical		Totals		Seniors Housing Operating		Triple-net		Outpatient Medical		Totals
Land and land improvements	Land and land improvements	$	199,892	$	—	$	65,688	$	265,580	$	264,706	$	48,099	$	45,350	$	358,155	Land and land improvements	$	2,517	$	7,370	$	60,527	$	70,414	$	43,897	$	—	$	240	$	44,137
Buildings and improvements	Buildings and improvements	1,988,999		172		249,660		2,238,831		1,655,067		436,828		227,390		2,319,285		Buildings and improvements	16,434		74,289		255,706		346,429		402,342		171		131,412		533,925
Acquired lease intangibles	Acquired lease intangibles	109,049		—		33,978		143,027		142,439		—		17,333		159,772		Acquired lease intangibles	865		—		39,090		39,955		31,366		—		16,978		48,344
Construction in progress		108,141		—		—		108,141		—		—		—		—

Right of use assets, net	Right of use assets, net	169		—		3,852		4,021		77,455		—		—		77,455		Right of use assets, net	—		—		927		927		—		—		3,852		3,852
Total net real estate assets	Total net real estate assets	2,406,250		172		353,178		2,759,600		2,139,667		484,927		290,073		2,914,667		Total net real estate assets	19,816		81,659		356,250		457,725		477,605		171		152,482		630,258
Receivables and other assets	Receivables and other assets	10,410		—		460		10,870		6,041		—		3,534		9,575		Receivables and other assets	234		—		358		592		1,630		—		—		1,630
Total assets acquired ~~(1)~~	Total assets acquired ~~(1)~~	2,416,660		172		353,638		2,770,470		2,145,708		484,927		293,607		2,924,242		Total assets acquired ~~(1)~~	20,050		81,659		356,608		458,317		479,235		171		152,482		631,888
Secured debt	Secured debt	(219,067)		—		—		(219,067)		—		—		—		—		Secured debt	(5,501)		—		(40,953)		(46,454)		—		—		—		—
Lease liabilities	Lease liabilities	—		—		(3,852)		(3,852)		(138,126)		—		—		(138,126)		Lease liabilities	—		—		(953)		(953)		—		—		(3,852)		(3,852)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(111,373)		—		(1,294)		(112,667)		(20,748)		(8,703)		(266)		(29,717)		Accrued expenses and other liabilities	(120)		—		(8,071)		(8,191)		(4,154)		—		—		(4,154)
Total liabilities acquired	Total liabilities acquired	(330,440)		—		(5,146)		(335,586)		(158,874)		(8,703)		(266)		(167,843)		Total liabilities acquired	(5,621)		—		(49,977)		(55,598)		(4,154)		—		(3,852)		(8,006)
Noncontrolling interests ~~(2)~~(1)	Noncontrolling interests ~~(2)~~(1)	(115,112)		(4)		(975)		(116,091)		(2,597)		(2,056)		(16,540)		(21,193)		Noncontrolling interests ~~(2)~~(1)	—		—		—		—		(20,348)		(4)		—		(20,352)
Non-cash acquisition related activity~~(3)~~(2)	Non-cash acquisition related activity~~(3)~~(2)	(25,795)		—		—		(25,795)		—		—		—		—		Non-cash acquisition related activity~~(3)~~(2)	—		—		—		—		(2,120)		—		—		(2,120)
Cash disbursed for acquisitions	Cash disbursed for acquisitions	1,945,313		168		347,517		2,292,998		1,984,237		474,168		276,801		2,735,206		Cash disbursed for acquisitions	14,429		81,659		306,631		402,719		452,613		167		148,630		601,410
Construction in progress additions	Construction in progress additions	343,000		64,091		75,460		482,551		190,672		60,251		29,448		280,371		Construction in progress additions	131,944		4,995		101,609		238,548		113,407		20,756		9,642		143,805
Less: Capitalized interest	Less: Capitalized interest	(16,464)		(3,088)		(1,177)		(20,729)		(9,658)		(2,092)		(2,277)		(14,027)		Less: Capitalized interest	(7,950)		(1,248)		(1,137)		(10,335)		(4,179)		(1,089)		(211)		(5,479)
Accruals ~~(4)~~(3)	Accruals ~~(4)~~(3)	(2,809)		—		4,452		1,643		38		—		(3,057)		(3,019)		Accruals ~~(4)~~(3)	2,303		—		(4,290)		(1,987)		(1,963)		—		1,778		(185)
Cash disbursed for construction in progress	Cash disbursed for construction in progress	323,727		61,003		78,735		463,465		181,052		58,159		24,114		263,325		Cash disbursed for construction in progress	126,297		3,747		96,182		226,226		107,265		19,667		11,209		138,141
Capital improvements to existing properties	Capital improvements to existing properties	232,618		39,526		43,691		315,835		115,115		26,496		24,080		165,691		Capital improvements to existing properties	69,783		4,427		17,129		91,339		68,612		8,294		13,323		90,229
Total cash invested in real property, net of cash acquired	Total cash invested in real property, net of cash acquired	$	2,501,658	$	100,697	$	469,943	$	3,072,298	$	2,280,404	$	558,823	$	324,995	$	3,164,222	Total cash invested in real property, net of cash acquired	$	210,509	$	89,833	$	419,942	$	720,284	$	628,490	$	28,128	$	173,162	$	829,780

(1) ~~Excludes $6,431,000 and $301,000~~ ~~of unrestricted and restricted cash acquired during the nine months ended September 30, 2022 and September 30, 2021, respectively.~~

~~(2)~~(1) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. ~~For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~, ~~1,227,000~~ ~~Welltower OP units were issued as a component of funding for certain transactions.~~

~~(3)~~(2) Relates to the acquisition of assets recognized as investments in unconsolidated entities.

~~(4)~~(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period.

Effective on April 1, 2022, our leasehold interest relating to the master lease with National Health Investors, Inc. ("NHI") for 17 properties assumed in conjunction with the Holiday Retirement acquisition was terminated as a result of the transition or sale of the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation with NHI. In conjunction with the agreement, a wholly owned subsidiary and the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in ~~conjunction~~connection with the lease termination, during the three months ended June 30, 2022, we recognized $58,621,000 in other income on our Consolidated Statements of Comprehensive Income from the derecognition of the right of use asset and related lease liability.

Construction Activity

The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):


		Nine Months Ended					Three Months Ended
		September 30, 2022		September 30, 2021			March 31, 2023		March 31, 2022
Development projects:	Development projects:					Development projects:
Seniors Housing Operating	Seniors Housing Operating	$	182,421	$	58,844	Seniors Housing Operating	$	26,712	$	73,458
Triple-net		—		22,990

Outpatient Medical	Outpatient Medical	—		116,612		Outpatient Medical	9,351		—

Total development projects						Total development projects	36,063		73,458
Expansion projects						Expansion projects	17,245		—
Total construction in progress conversions	Total construction in progress conversions	$	182,421	$	198,446	Total construction in progress conversions	$	53,308	$	73,458

119

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4. Real Estate Intangibles

The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets:	Assets:					Assets:
In place lease intangibles	In place lease intangibles	$	1,801,657	$	1,681,533	In place lease intangibles	$	1,846,945	$	1,817,580
Above market tenant leases	Above market tenant leases	56,844		53,964		Above market tenant leases	66,354		57,203
Lease commissions	Lease commissions	62,302		54,131		Lease commissions	77,531		70,675
Gross historical cost	Gross historical cost	1,920,803		1,789,628		Gross historical cost	1,990,830		1,945,458
Accumulated amortization	Accumulated amortization	(1,416,849)		(1,286,259)		Accumulated amortization	(1,543,457)		(1,484,048)
Net book value	Net book value	$	503,954	$	503,369	Net book value	$	447,373	$	461,410

Weighted-average amortization period in years		7.4		5.5

Liabilities:	Liabilities:					Liabilities:
Below market tenant leases	Below market tenant leases	$	77,071	$	74,909	Below market tenant leases	$	82,084	$	77,985
Accumulated amortization	Accumulated amortization	(50,642)		(45,291)		Accumulated amortization	(54,872)		(52,701)
Net book value	Net book value	$	26,429	$	29,618	Net book value	$	27,212	$	25,284

Weighted-average amortization period in years		8.5		8.2

The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Rental income related to (above)/below market tenant leases, net $ 358 $ 384 $ 1,094 $ 1,241
Amortization related to in place lease intangibles and lease commissions (60,176) (32,872) (158,364) (76,083)

~~The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):~~

Assets Liabilities
2022 $ 48,478 $ 2,458
2023 161,778 5,106
2024 85,462 3,554
2025 35,610 2,911
2026 28,159 2,430
Thereafter 144,467 9,970
Total $ 503,954 $ 26,429


	Three Months Ended March 31,
		2023		2022
Rental income related to (above)/below market tenant leases, net		$	45	$	385
Amortization related to in place lease intangibles and lease commissions		(56,151)		(47,994)

5. Dispositions, Real Property Held for Sale and Impairment

We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e., property type, relationship or geography). At ~~September 30, 2022, two~~March 31, 2023, five Seniors Housing Operating 11properties, seven Triple-net properties and one Outpatient Medical ~~properties~~property with an aggregate real estate balance of ~~$175,657,000~~$215,583,000 were classified as held for sale. In addition to the real property balances, lease liabilities of ~~$66,890,000~~$66,530,000 and net other assets and (liabilities) of ~~$1,877,000~~$6,095,000 are included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties are approximately ~~$236,919,000.~~$292,623,000.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we recorded ~~$4,356,000~~$12,629,000 of impairment charges related to ~~two Triple-net~~three Seniors Housing Operating properties ~~and~~ ~~one~~ ~~Outpatient Medical property classified as held for use in which the carrying value exceeded the estimated fair value. During the nine months ended September 30, 2021, we recorded~~ ~~$19,567,000~~ ~~of impairment charges related to~~ ~~four~~ ~~Triple-net properties and~~ ~~one~~ ~~Outpatient Medical property~~ classified as held for sale for which the carrying value exceeded the estimated fair value less costs to ~~sell. Additionally, during the nine months ended September 30, 2021, we recorded~~ ~~$29,183,000~~ ~~of impairment charges related to~~ ~~two~~sell and one Seniors Housing Operating ~~properties and~~ ~~two~~ ~~Triple-net properties that were~~property classified as held for use infor which the carrying value exceeded the estimated fair value.

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

We did not record any impairment charges during the three months ended March 31, 2022.

The following is a summary of our real property disposition activity for the periods presented (in thousands):


		Nine Months Ended					Three Months Ended
		September 30, 2022		September 30, 2021			March 31, 2023		March 31, 2022
Real estate dispositions:	Real estate dispositions:					Real estate dispositions:
Seniors Housing Operating	Seniors Housing Operating	$	13,470	$	112,837	Seniors Housing Operating	$	18,572	$	—
Triple-net	Triple-net	89,827		439,974		Triple-net	2,028		52,661
Outpatient Medical		393		159,000

Total dispositions	Total dispositions	103,690		711,811		Total dispositions	20,600		52,661
Gain (loss) on real estate dispositions, net	Gain (loss) on real estate dispositions, net	20,466		223,702		Gain (loss) on real estate dispositions, net	747		22,934
Net other assets/(liabilities) disposed	Net other assets/(liabilities) disposed	275		6,195		Net other assets/(liabilities) disposed	311		(2,027)
Proceeds from real estate dispositions	Proceeds from real estate dispositions	$	124,431	$	941,708	Proceeds from real estate dispositions	$	21,658	$	73,568

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. ~~The following represents the activity related to these~~We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale as of March 31, 2023 of $(11,733,000) and $1,337,000 for the three month periods ~~presented (in thousands):~~ended March 31, 2023 and 2022, respectively.

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenues:
Total revenues $ 4,299 $ 14,813 $ 13,331 $ 69,018
Expenses:
Interest expense 867 803 2,545 2,813
Property operating expenses 1,941 2,457 5,946 11,874
Provision for depreciation 218 4,583 233 22,124
Total expenses 3,026 7,843 8,724 36,811
Income (loss) from real estate dispositions, net $ 1,273 $ 6,970 $ 4,607 $ 32,207

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

6. Leases

We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities.

The components of lease expense were as follows for the periods presented (in thousands):


			Nine Months Ended						Three Months Ended
		Classification	September 30, 2022		September 30, 2021			Classification	March 31, 2023		March 31, 2022
Operating lease cost: (1)	Operating lease cost: (1)						Operating lease cost: (1)
Real estate lease expense	Real estate lease expense	Property operating expenses	$	16,767	$	16,430	Real estate lease expense	Property operating expenses	$	5,520	$	5,816
Non-real estate investment lease expense	Non-real estate investment lease expense	General and administrative expenses	4,174		3,461		Non-real estate investment lease expense	General and administrative expenses	1,863		978
Finance lease cost:	Finance lease cost:						Finance lease cost:
Amortization of leased assets	Amortization of leased assets	Property operating expenses	4,927		6,120		Amortization of leased assets	Property operating expenses	2,284		1,156
Interest on lease liabilities	Interest on lease liabilities	Interest expense	4,584		4,950		Interest on lease liabilities	Interest expense	1,427		1,618
Sublease income	Sublease income	Rental income	(8,537)		(5,972)		Sublease income	Rental income	(2,950)		(2,715)
Total	Total		$	21,915	$	24,989	Total		$	8,144	$	6,853

(1) Includes short-term leases which are immaterial.

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands):


		Classification	September 30, 2022		December 31, 2021			Classification	March 31, 2023		December 31, 2022
Right of use assets:	Right of use assets:						Right of use assets:
Operating leases - real estate	Operating leases - real estate	Right of use assets, net	$	290,133	$	367,068	Operating leases - real estate	Right of use assets, net	$	287,275	$	287,984
Finance leases - real estate	Finance leases - real estate	Right of use assets, net	33,097		155,728		Finance leases - real estate	Right of use assets, net	35,621		35,958
Real estate right of use assets, net	Real estate right of use assets, net		323,230		522,796		Real estate right of use assets, net		322,896		323,942
Operating leases - non-real estate investments	Operating leases - non-real estate investments	Receivables and other assets	8,088		9,627		Operating leases - non-real estate investments	Receivables and other assets	9,281		10,119
Finance leases - held for sale (1)	Finance leases - held for sale (1)	Real property held for sale, net of accumulated depreciation	116,577		—		Finance leases - held for sale (1)	Real property held for sale, net of accumulated depreciation	115,359		116,453
Total right of use assets, net	Total right of use assets, net		$	447,895	$	532,423	Total right of use assets, net		$	447,536	$	450,514

Lease liabilities:	Lease liabilities:						Lease liabilities:
Operating leases	Operating leases		$	301,001	$	434,261	Operating leases		$	301,915	$	302,360
Financing leases	Financing leases		109,414		111,683		Financing leases		113,254		113,464
Total	Total		$	410,415	$	545,944	Total		$	415,169	$	415,824

(1) At September 30, 2022, finance leases at seven properties were classified as held for sale.
(1) At March 31, 2023, finance leases at seven properties were classified as held for sale.							(1) At March 31, 2023, finance leases at seven properties were classified as held for sale.

Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. ~~During the nine months ended September 30, 2021, we reserved for previously recognized straight-line rent receivable balances of~~ ~~$49,241,000~~ ~~through rental income, relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable.~~

Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we recognized ~~$1,079,784,000~~$384,059,000 of rental income related to operating leases, of which ~~$145,541,000~~$53,794,000 was for variable lease payments that primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we recognized $~~1,015,550,000~~356,390,000 of rental income related to operating leases, of which $~~134,632,000~~48,074,000 was for variable lease payments.

For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was ~~$304,338,000~~$108,915,000 and ~~$100,328,000~~$94,827,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7. Loans Receivable

Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in receivables and other assets. Real estate loans receivable consists of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in, the related properties, as well as corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of the risk of credit loss. Accrued interest receivable was ~~$25,142,000~~$24,556,000 and $~~26,659,000~~22,878,000 as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets. The following is a summary of our loans receivable (in thousands):

September 30, 2022 December 31, 2021
Mortgage loans $ 709,120 $ 889,556
Other real estate loans 220,484 194,477
Allowance for credit losses on real estate loans receivable (12,965) (15,352)
Real estate loans receivable, net of credit allowance 916,639 1,068,681
Non-real estate loans 409,796 375,060
Allowance for credit losses on non-real estate loans receivable (151,800) (151,433)
Non-real estate loans receivable, net of credit allowance 257,996 223,627
Total loans receivable, net of credit allowance $ 1,174,635 $ 1,292,308

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~


	March 31, 2023		December 31, 2022
Mortgage loans	$	728,796	$	707,464
Other real estate loans	238,400		195,566
Allowance for credit losses on real estate loans receivable	(13,040)		(12,186)
Real estate loans receivable, net of credit allowance	954,156		890,844
Non-real estate loans	468,791		441,231
Allowance for credit losses on non-real estate loans receivable	(171,278)		(152,063)
Non-real estate loans receivable, net of credit allowance	297,513		289,168
Total loans receivable, net of credit allowance	$	1,251,669	$	1,180,012

The following is a summary of our loan activity for the periods presented (in thousands):


		Nine Months Ended					Three Months Ended
		September 30, 2022		September 30, 2021			March 31, 2023		March 31, 2022
Advances on loans receivable	Advances on loans receivable	$	133,179	$	953,006	Advances on loans receivable	$	54,831	$	39,201
Receipts on loans receivable		(172,380)		(250,415)
Less: Receipts on loans receivable						Less: Receipts on loans receivable	15,592		89,207
Net cash advances (receipts) on loans receivable	Net cash advances (receipts) on loans receivable	$	(39,201)	$	702,591	Net cash advances (receipts) on loans receivable	$	39,239	$	(50,006)

The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of each of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral.

A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. No interest was recognized on deteriorated loans for the periods presented.

For the remaining loans we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. The following is a summary of our loans by credit loss category (in thousands):


		September 30, 2022									March 31, 2023
Loan category	Loan category	Years of Origination	Loan Carrying Value		Allowance for Credit Loss		Net Loan Balance		No. of Loans	Loan category	Years of Origination	Loan Carrying Value		Allowance for Credit Loss		Net Loan Balance		No. of Loans
Deteriorated loans	Deteriorated loans	2007 - 2018	$	172,265	$	(148,436)	$	23,829	3	Deteriorated loans	2007 - 2023	$	193,918	$	(167,515)	$	26,403	4
Collective loan pool	Collective loan pool	2007-2017	214,598		(3,012)		211,586		13	Collective loan pool	2007 - 2018	211,004		(2,866)		208,138		12
Collective loan pool	Collective loan pool	2018	19,778		(278)		19,500		2	Collective loan pool	2019	23,333		(317)		23,016		4
Collective loan pool	Collective loan pool	2019	22,839		(321)		22,518		4	Collective loan pool	2020	43,067		(585)		42,482		6
Collective loan pool	Collective loan pool	2020	51,954		(729)		51,225		6	Collective loan pool	2021	777,173		(10,493)		766,680		18
Collective loan pool	Collective loan pool	2021	748,653		(10,456)		738,197		18	Collective loan pool	2022	135,004		(1,833)		133,171		29
Collective loan pool	Collective loan pool	2022	109,313		(1,533)		107,780		15	Collective loan pool	2023	52,488		(709)		51,779		3
Total loans	Total loans		$	1,339,400	$	(164,765)	$	1,174,635	61	Total loans		$	1,435,987	$	(184,318)	$	1,251,669	76

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The total allowance for credit losses balance is deemed sufficient to absorb expected losses relating to our loan portfolio. The following is a summary of the allowance for credit losses on loans receivable for the periods presented (in thousands):


		Nine Months Ended					Three Months Ended
		September 30, 2022		September 30, 2021			March 31, 2023		March 31, 2022
Balance at beginning of period	Balance at beginning of period	$	166,785	$	224,036	Balance at beginning of period	$	164,249	$	166,785

Provision for loan losses, net	Provision for loan losses, net	(149)		7,309		Provision for loan losses, net	777		(804)
Loan write-offs		—		(64,075)
Purchased deteriorated loan						Purchased deteriorated loan	19,077		—

Foreign currency translation	Foreign currency translation	(1,871)		(468)		Foreign currency translation	215		(288)
Balance at end of period	Balance at end of period	$	164,765	$	166,802	Balance at end of period	$	184,318	$	165,693

~~The following is a summary of our deteriorated loans (in thousands):~~

Nine Months Ended
September 30, 2022 September 30, 2021
Balance of deteriorated loans at end of period $ 172,265 $ 178,301
Allowance for credit losses (148,436) (148,438)
Balance of deteriorated loans not reserved $ 23,829 $ 29,863
Interest recognized on deteriorated loans (1)
$ — $ 3,171

~~(1)~~ ~~Represents cash interest recognized in the period.~~

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

8. Investments in Unconsolidated Entities

We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. Our share of the results of operations for these properties has been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands):


		Percentage Ownership (1)	September 30, 2022		December 31, 2021			Percentage Ownership (1)	March 31, 2023		December 31, 2022
Seniors Housing Operating	Seniors Housing Operating	10% to 65%	$	1,082,217	$	830,647	Seniors Housing Operating	10% to 65%	$	1,232,487	$	1,171,307
Triple-net	Triple-net	10% to 88%	102,168		44,814		Triple-net	10% to 88%	138,852		111,812
Outpatient Medical	Outpatient Medical	15% to 50%	198,861		163,582		Outpatient Medical	15% to 50%	225,074		216,671
Total	Total		$	1,383,246	$	1,039,043	Total		$	1,596,413	$	1,499,790

(1) ~~Includes~~As of March 31, 2023 and includes ownership of investments classified as liabilities and excludes ownership of in substance real estate.

At ~~September 30, 2022,~~March 31, 2023, the aggregate unamortized basis difference of our joint venture investments of $~~132,437,000~~143,616,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities.

We have made loans related to 2122 properties as of ~~September 30, 2022~~March 31, 2023 for the development and construction of certain properties which are classified as in substance real estate investments and have a carrying value of $~~593,376,000.~~713,342,000. We believe that such borrowers typically represent variable interest entities ("VIE" or "VIEs") in accordance with ASC 810, "Consolidation." VIEs are required to be consolidated by their primary beneficiary which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower's equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We expect to fund an additional ~~$236,458,000~~$140,641,000 related to these investments.

9. Credit Concentration

We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, excluding our share of NOI in unconsolidated entities (dollars in thousands):


Concentration by relationship: (1)	Concentration by relationship: (1)	Number of Properties	Total NOI		Percent of NOI (2)	Concentration by relationship: (1)	Number of Properties	Total NOI		Percent of NOI (2)
ProMedica (3)		205	$	183,506	11%
Atria Senior Living(4)		98	125,933		8%
Integra Healthcare Properties						Integra Healthcare Properties	147	$	53,885	9%
Sunrise Senior Living	Sunrise Senior Living	109	116,647		7%	Sunrise Senior Living	109	36,885		6%
HC-One Group (5)		1	66,547		4%
Cogir Management Corporation	Cogir Management Corporation	48	56,065		4%	Cogir Management Corporation	48	21,911		4%
StoryPoint Senior Living						StoryPoint Senior Living	74	21,769		4%
HC-One Group (3)						HC-One Group (3)	1	20,389		3%
Remaining portfolio	Remaining portfolio	1,273	1,173,454		66%	Remaining portfolio	1,406	448,137		74%
Totals	Totals	1,734	$	1,722,152	100%	Totals	1,785	$	602,976	100%

(1) ~~ProMedica~~Integra Healthcare Properties and HC-One Group are in our Triple-net segment. Sunrise ~~Senior Living, Atria~~ Senior Living and Cogir Management Corporation are in our Seniors Housing Operating segment. StoryPoint Senior Living operates assets in both our Seniors Housing Operating and Triple-net segments.

(2) NOI with our top five relationships comprised ~~34%~~30% of total NOI for the year ended December 31, ~~2021.~~2022.

(3) ~~During the quarter ended March 31, 2022, we purchased an additional 5% ownership interest in the consolidated ProMedica joint ventures for $137,437,000.~~

~~(4)~~ ~~Inclusive of $58,621,000 of income recognized upon termination of lease. See Note 3 for further details.~~

~~(5)~~ In addition to the one property, HC-One Group is the borrower on a ~~£532,904,000~~£520,854,000 loan as of ~~September 30, 2022~~March 31, 2023, which is included in ~~NOI~~.NOI.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

10. Borrowings Under Credit Facilities and Commercial Paper Program

At ~~September 30, 2022,~~March 31, 2023, we had a primary unsecured credit facility with a consortium of 31 banks that included a $4,000,000,000 unsecured revolving credit facility, a $1,000,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a $1,000,000,000 tranche that matures on June 4, 2026 (none outstanding at ~~September 30, 2022)~~March 31, 2023) and a $3,000,000,000 tranche that matures on June 4, 2025 ~~($40,000,000~~(none outstanding at ~~September 30, 2022)~~March 31, 2023). The term credit facilities mature on July 19, 2026. Each tranche of the revolving facility and term loans may be extended for two successive terms of six months at our option. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $1,000,000,000 unsecured term credit facility by up to an additional $1,250,000,000, in the aggregate, and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured credit facility also allows us to borrow up to

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~$1,000,000,000~~ $1,000,000,000 in alternate currencies (none outstanding at ~~September 30, 2022)~~March 31, 2023). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over ~~SOFR interest~~the secured overnight financing rate ("SOFR") interest rate. Based on our current credit ratings, the loans under the unsecured revolving credit facility currently bear interest at 0.775% over the adjusted SOFR ~~rate.~~rate at March 31, 2023. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.15% at ~~September 30, 2022.~~ March 31, 2023.

Under the terms of our commercial paper program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of ~~$1,000,000,000. As of September 30, 2022, there was a balance of $614,715,000~~$1,000,000,000 (none outstanding on the commercial paper program ($615,000,000 in principal outstanding, net of an unamortized discount of $285,000), which reduces the borrowing capacity of the unsecured revolving credit facility. The notes bear interest at ~~various floating rates with a weighted average of 3.43% as of September 30, 2022 and a weighted average maturity of six days as of September 30, 2022.~~ March 31, 2023).

The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Balance outstanding at quarter end $ 655,000 $ 291,000 $ 655,000 $ 291,000
Maximum amount outstanding at any month end $ 1,565,000 $ 990,000 $ 1,565,000 $ 990,000
Average amount outstanding (total of daily
principal balances divided by days in period) $ 1,047,631 $ 470,935 $ 937,045 $ 255,114
Weighted average interest rate (actual interest
expense divided by average borrowings outstanding) 2.76 % 0.21 % 1.58 % 0.42 %


	Three Months Ended March 31,
		2023			2022
Balance outstanding at quarter end		$	—		$	300,000
Maximum amount outstanding at any month end		$	205,000		$	995,660
Average amount outstanding (total of daily principal balances divided by days in period)		$	65,833		$	961,463
Weighted average interest rate (actual interest expense divided by average borrowings outstanding)		5.05		%	0.53		%

11. Senior Unsecured Notes and Secured Debt

We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At ~~September 30, 2022,~~March 31, 2023, the annual principal payments due on these debt obligations were as follows (in thousands):


		Senior Unsecured Notes (1,2,3)		Secured Debt (1,4)		Totals			Senior Unsecured Notes (1,2,3)		Secured Debt (1,4)		Totals
2022		$	—	$	268,769	$	268,769
2023	2023	—		494,352		494,352		2023	$	—	$	550,304	$	550,304
2024	2024	1,350,000		318,176		1,668,176		2024	1,350,000		376,620		1,726,620
2025	2025	1,260,000		224,036		1,484,036		2025	1,260,000		287,203		1,547,203
2026	2026	700,000		124,195		824,195		2026	700,000		139,870		839,870
Thereafter (5, 6, 7, 8)		9,169,012		691,793		9,860,805
2027 (5, 6)								2027 (5, 6)	1,906,654		186,449		2,093,103
Thereafter (7, 8)								Thereafter (7, 8)	7,398,745		966,362		8,365,107
Totals	Totals	$	12,479,012	$	2,121,321	$	14,600,333	Totals	$	12,615,399	$	2,506,808	$	15,122,207

(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheets.

(2) Annual interest rates range from 2.05% to 6.50%.

(3) All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 ~~Canadian-denominate~~dCanadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP.

(4) Annual interest rates range from 1.25% to ~~6.67%~~7.75%. ~~Carrying~~Gross real property value of the properties securing the debt totaled ~~$4,921,860,000~~$5,800,377,000 at ~~September 30, 2022.~~March 31, 2023.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(5) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately ~~$181,792,000~~$184,843,000 based on the Canadian/U.S. Dollar exchange rate on ~~September 30, 2022)~~March 31, 2023). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% ~~(3.76%~~(5.78% at ~~September 30, 2022)~~March 31, 2023) and Canadian Dealer Offered Rate plus 0.85% ~~(4.57%~~(5.79% at ~~September 30, 2022)~~March 31, 2023), respectively.

(6) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately ~~$218,150,000~~$221,811,000 based on the Canadian/U.S. Dollar exchange rate on ~~September 30, 2022)~~March 31, 2023).

(7) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately ~~$612,370,000~~$680,295,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on ~~September 30, 2022)~~March 31, 2023).

(8) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately ~~$556,700,000~~$618,450,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on ~~September 30, 2022)~~March 31, 2023).

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower's ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments.

The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):


		Nine Months Ended							Three Months Ended
		September 30, 2022			September 30, 2021				March 31, 2023			March 31, 2022
				Weighted Avg.			Weighted Avg.				Weighted Avg.			Weighted Avg.
		Amount		Interest Rate	Amount		Interest Rate		Amount		Interest Rate	Amount		Interest Rate
Beginning balance	Beginning balance	$	11,707,961	3.67%	$	11,509,533	3.67%	Beginning balance	$	12,584,529	4.06%	$	11,707,961	3.67%
Debt issued	Debt issued	1,050,000		3.08%	1,250,000		2.50%	Debt issued	—		—%	550,000		3.85%
Debt extinguished		—		—%	(1,533,752)		2.42%

Foreign currency	Foreign currency	(278,949)		4.51%	(17,437)		4.37%	Foreign currency	30,870		4.65%	(26,366)		4.14%
Ending balance	Ending balance	$	12,479,012	3.86%	$	11,208,344	3.71%	Ending balance	$	12,615,399	4.06%	$	12,231,595	3.69%

The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):


		Nine Months Ended							Three Months Ended
		September 30, 2022			September 30, 2021				March 31, 2023			March 31, 2022
				Weighted Avg.			Weighted Avg.				Weighted Avg.			Weighted Avg.
		Amount		Interest Rate	Amount		Interest Rate		Amount		Interest Rate	Amount		Interest Rate
Beginning balance	Beginning balance	$	2,202,312	3.03%	$	2,378,073	3.27%	Beginning balance	$	2,129,954	4.33%	$	2,202,312	3.03%

Debt issued	Debt issued	89,804		4.57%	2,693		3.75%	Debt issued	362,900		4.97%	5,385		3.08%
Debt assumed	Debt assumed	221,159		4.32%	—		—%	Debt assumed	53,223		3.62%	—		—%
Debt extinguished	Debt extinguished	(276,252)		4.28%	(70,144)		6.02%	Debt extinguished	(24,631)		4.53%	(100,821)		4.21%

Principal payments	Principal payments	(44,125)		3.36%	(48,710)		3.39%	Principal payments	(14,942)		3.91%	(15,968)		3.19%
Foreign currency	Foreign currency	(71,577)		3.17%	7,869		2.97%	Foreign currency	304		4.39%	24,733		2.73%
Ending balance	Ending balance	$	2,121,321	3.91%	$	2,269,781	3.10%	Ending balance	$	2,506,808	4.55%	$	2,115,641	3.02%

Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of ~~September 30, 2022,~~March 31, 2023, we were in compliance in all material respects with all of the covenants under our debt agreements.

12. Derivative Instruments

We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks.

~~Foreign Currency Forward Contracts Designated as Cash Flow Hedges~~

For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is deferred as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings.

1815

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Cash Flow Hedges and Fair Value Hedges of Interest Rate Risk

We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.

Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March 2022, we entered into a $550,000,000 fixed to floating swap in connection with our March senior note issuance. The carrying amount of the notes, exclusive of the hedge, is ~~$545,259,000.~~$545,504,000. The fair value of the swap as of ~~September 30, 2022~~March 31, 2023 was ($~~59,709,000)~~40,829,000) and was recorded as a derivative liability with an offset to senior unsecured notes on our Consolidated Balance Sheets.

Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Comprehensive Income. Approximately $2,562,000 of losses, which are included in ~~OCI,~~other comprehensive income ("OCI"), are expected to be reclassified into earnings in the next 12 months.

Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges

We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we settled certain net investment hedges generating cash proceeds of ~~$61,853,000~~$1,994,000 and ~~$8,879,000,~~$10,169,000, respectively. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated.

Derivative Contracts Undesignated

We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures. In addition, we have several interest rate cap contracts related to variable rate secured debt agreements. Gains and losses resulting from the changes in fair values of these instruments are also recorded in interest expense.

Equity Warrants

We received equity warrants through our lending activities, which were accounted for as loan origination fees. The warrants provide us the right to participate in the capital appreciation of the underlying HC-One Group real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as derivatives under ASC Topic 815. The warrants are classified within receivables and other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within gain (loss) on derivatives and financial instruments in our Consolidated Statements of Comprehensive Income.

1916

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Derivatives designated as net investment hedges:	Derivatives designated as net investment hedges:					Derivatives designated as net investment hedges:
Denominated in Canadian Dollars	Denominated in Canadian Dollars	$	1,075,000	$	675,000	Denominated in Canadian Dollars	$	1,075,000	$	1,075,000
Denominated in Pound Sterling	Denominated in Pound Sterling	£	1,890,708	£	1,904,708	Denominated in Pound Sterling	£	1,890,708	£	1,890,708

Financial instruments designated as net investment hedges:	Financial instruments designated as net investment hedges:					Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars	Denominated in Canadian Dollars	$	250,000	$	250,000	Denominated in Canadian Dollars	$	250,000	$	250,000
Denominated in Pound Sterling	Denominated in Pound Sterling	£	1,050,000	£	1,050,000	Denominated in Pound Sterling	£	1,050,000	£	1,050,000

Interest rate swaps designated as cash flow hedges:	Interest rate swaps designated as cash flow hedges:					Interest rate swaps designated as cash flow hedges:
Denominated in U.S Dollars (1)	Denominated in U.S Dollars (1)	$	25,000	$	25,000	Denominated in U.S Dollars (1)	$	375,000	$	25,000

Interest rate swaps designated as fair value hedges:	Interest rate swaps designated as fair value hedges:					Interest rate swaps designated as fair value hedges:
Denominated in U.S Dollars	Denominated in U.S Dollars	$	550,000	$	—	Denominated in U.S Dollars	$	550,000	$	550,000

Derivative instruments not designated:	Derivative instruments not designated:					Derivative instruments not designated:
Interest rate caps denominated in U.S. Dollars	Interest rate caps denominated in U.S. Dollars	$	26,137	$	26,137	Interest rate caps denominated in U.S. Dollars	$	26,137	$	26,137

Forward sales contracts denominated in Canadian Dollars		$	80,000	$	80,000
Foreign currency exchange contracts denominated in Canadian Dollars						Foreign currency exchange contracts denominated in Canadian Dollars	$	80,000	$	80,000

(1) At ~~September 30, 2022~~March 31, 2023 the maximum maturity date was ~~November 1, 2023.~~March 31, 2024.

The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):


			Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended March 31,
Description	Description	Location	2022		2021		2022		2021		Description	Location	2023		2022
Gain (loss) on derivative instruments designated as hedges recognized in income	Gain (loss) on derivative instruments designated as hedges recognized in income	Interest expense	$	8,236	$	5,849	$	23,262	$	17,416	Gain (loss) on derivative instruments designated as hedges recognized in income	Interest expense	$	4,619	$	5,984
Gain (loss) on derivative instruments not designated as hedges recognized in income	Gain (loss) on derivative instruments not designated as hedges recognized in income	Interest expense	$	4,215	$	241	$	5,349	$	(1,415)	Gain (loss) on derivative instruments not designated as hedges recognized in income	Interest expense	$	(254)	$	(693)
Gain (loss) on equity warrants recognized in income	Gain (loss) on equity warrants recognized in income	Gain (loss) on derivatives and financial instruments	$	(6,083)	$	9,216	$	(6,604)	$	9,216	Gain (loss) on equity warrants recognized in income	Gain (loss) on derivatives and financial instruments	$	(885)	$	(2,423)
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI	Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI	OCI	$	417,567	$	130,711	$	753,588	$	100,866	Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI	OCI	$	(69,738)	$	51,940

13. Commitments and Contingencies

At ~~September 30, 2022,~~March 31, 2023, we had 2122 outstanding letter of credit obligations totaling ~~$68,143,000~~$51,447,000 and expiring between ~~2022~~2023 and ~~2023.~~2024. At ~~September 30, 2022,~~March 31, 2023, we had outstanding construction in progress of ~~$1,012,202,000~~$1,121,446,000 and committed to providing additional funds of approximately $~~1,860,122,000~~2,057,726,000 to complete construction. Additionally, at ~~September 30, 2022,~~March 31, 2023, we had outstanding investments classified as in substance real estate of $~~593,376,000~~713,342,000 and committed to provide additional funds of $~~236,458,000~~140,641,000 (see Note 8 for additional information). Purchase obligations also include ~~$58,370,000~~$38,729,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenants are increased to reflect the additional investment in the property.

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

14. Stockholders’ Equity

The following is a summary of our stockholders’ equity capital accounts as of the dates indicated:


		September 30, 2022	December 31, 2021		March 31, 2023	December 31, 2022
Preferred Stock, $1.00 par value:	Preferred Stock, $1.00 par value:			Preferred Stock, $1.00 par value:
Authorized shares	Authorized shares	50,000,000	50,000,000	Authorized shares	50,000,000	50,000,000
Issued shares	Issued shares	—	—	Issued shares	—	—
Outstanding shares	Outstanding shares	—	—	Outstanding shares	—	—

Common Stock, $1.00 par value:	Common Stock, $1.00 par value:			Common Stock, $1.00 par value:
Authorized shares	Authorized shares	700,000,000	700,000,000	Authorized shares	700,000,000	700,000,000
Issued shares	Issued shares	474,312,155	448,998,438	Issued shares	498,095,420	492,283,488
Outstanding shares	Outstanding shares	472,516,526	447,239,477	Outstanding shares	496,294,516	490,508,937

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Common Stock In April 2022, we entered into an amended and restated equity distribution agreement whereby we can offer and sell up to $3,000,000,000 aggregate amount of our common stock ("ATM Program"). The ATM Program also allows us to enter into forward sale ~~agreements.~~agreements (none outstanding at March 31, 2023). As of ~~September 30, 2022,~~March 31, 2023, we had ~~$2,571,105,000~~$737,046,000 of remaining capacity under the ATM Program, which excludes forward sales agreements outstanding for the sale of 17,204,668 shares or approximately $1,420,902,000 with maturity dates in 2023. In addition, we have forward sale agreements for the sale of 759,935 shares or approximately $74,045,000 with maturity dates in 2023 under the July 30, 2021 ATM Program.

The following is a summary of our common stock issuances during the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (dollars in thousands, except shares and average price amounts):


		Shares Issued	Average Price		Gross Proceeds		Net Proceeds

2021 ATM Program issuances		17,720,008	$	77.91	$	1,380,519	$	1,366,464

2021 Stock incentive plans, net of forfeitures		153,275			—		—
2021 Totals		17,873,283			$	1,380,519	$	1,366,464
										Shares Issued	Average Price		Gross Proceeds		Net Proceeds

2022 Option exercises	2022 Option exercises	2,433	$	67.00	$	163	$	163	2022 Option exercises	299	$	66.89	$	20	$	20
2022 ATM Program issuances	2022 ATM Program issuances	25,128,285	88.39		2,221,023		2,184,790		2022 ATM Program issuances	6,605,191	84.60		558,790		549,326
2022 Redemption of OP units		5,498			—		—

2022 Stock incentive plans, net of forfeitures	2022 Stock incentive plans, net of forfeitures	140,833			—		—		2022 Stock incentive plans, net of forfeitures	103,079			—		—
2022 Totals	2022 Totals	25,277,049			$	2,221,186	$	2,184,953	2022 Totals	6,708,569			$	558,810	$	549,346

2023 ATM Program issuances									2023 ATM Program issuances	5,603,161	$	73.74	$	413,157	$	411,032
2023 Redemption of OP Units and DownREIT Units									2023 Redemption of OP Units and DownREIT Units	271,997			—		—
2023 Stock incentive plans, net of forfeitures									2023 Stock incentive plans, net of forfeitures	(89,579)			—		—
2023 Totals									2023 Totals	5,785,579			$	413,157	$	411,032

Dividends The following is a summary of our dividend payments (in thousands, except per share amounts):

Nine Months Ended
September 30, 2022 September 30, 2021
Per Share Amount Per Share Amount
Common stock $ 1.83 $ 834,779 $ 1.83 $ 771,984


	Three Months Ended
	March 31, 2023				March 31, 2022
	Per Share		Amount		Per Share		Amount
Common stock	$	0.61	$	301,829	$	0.61	$	273,668

Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Foreign currency translation	Foreign currency translation	$	(1,381,845)	$	(674,306)	Foreign currency translation	$	(1,037,431)	$	(1,115,317)
Derivative and financial instruments designated as hedges	Derivative and financial instruments designated as hedges	1,306,578		552,990		Derivative and financial instruments designated as hedges	925,872		995,610
Total accumulated other comprehensive income (loss)	Total accumulated other comprehensive income (loss)	$	(75,267)	$	(121,316)	Total accumulated other comprehensive income (loss)	$	(111,559)	$	(119,707)

15. Stock Incentive Plans

In March 2022, our Board of Directors approved the 2022 Long-Term Incentive Plan ("2022 Plan"), which authorizes up to 10,000,000 shares of common stock or units to be issued at the discretion of the Compensation Committee of the Board of Directors. Awards granted after March 28, 2022 will be issued out of the 2022 Plan. The awards granted under the 2016 Long-Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock units, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted ~~shares~~stock units generally range from three to ~~four~~five years. Options expire ten years from the date of grant. Stock-based compensation expense ~~totaled $6,115,000 and $19,456,000~~totaled $9,456,000 and $7,445,000 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively, and $4,535,000 and $14,868,000 for the same periods in 2021.~~respectively.

2118

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

16. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Numerator for basic earnings per share - net income (loss) attributable to common stockholders	Numerator for basic earnings per share - net income (loss) attributable to common stockholders	$	(6,767)	$	179,663	$	144,942	$	277,466	Numerator for basic earnings per share - net income (loss) attributable to common stockholders		$	25,673	$	61,925

Adjustment for net income (loss) attributable to OP units(1)		(7)		(473)		99		(2,699)
Adjustment for net income (loss) attributable to OP Units and DownREIT Units										Adjustment for net income (loss) attributable to OP Units and DownREIT Units		(10)		(145)
Numerator for diluted earnings per share	Numerator for diluted earnings per share	$	(6,774)	$	179,190	$	145,041	$	274,767	Numerator for diluted earnings per share		$	25,663	$	61,780

Denominator for basic earnings per share - weighted average shares	Denominator for basic earnings per share - weighted average shares	463,366		428,031		455,074		420,955		Denominator for basic earnings per share - weighted average shares		492,061		447,379
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Employee stock options	Employee stock options	7		—		26		—		Employee stock options		4		31
Non-vested restricted shares		1,238		537		1,127		465
OP units(1)		2,316		1,396		1,749		1,396
Non-vested restricted shares and units										Non-vested restricted shares and units		613		974
OP Units and DownREIT Units										OP Units and DownREIT Units		1,786		1,396
Employee stock purchase program	Employee stock purchase program	23		19		23		19		Employee stock purchase program		30		22
Dilutive potential common shares	Dilutive potential common shares	3,584		1,952		2,925		1,880		Dilutive potential common shares		2,433		2,423
Denominator for diluted earnings per share - adjusted weighted average shares	Denominator for diluted earnings per share - adjusted weighted average shares	463,366		429,983		457,999		422,835		Denominator for diluted earnings per share - adjusted weighted average shares		494,494		449,802

Basic earnings per share	Basic earnings per share	$	(0.01)	$	0.42	$	0.32	$	0.66	Basic earnings per share		$	0.05	$	0.14
Diluted earnings per share	Diluted earnings per share	$	(0.01)	$	0.42	$	0.32	$	0.65	Diluted earnings per share		$	0.05	$	0.14

~~(1)~~ ~~OP units include both Welltower OP units owned by outside investors as well as OP units owned by outside investors in certain consolidated DownREIT subsidiaries.~~

The diluted earnings per share calculation for the three months ended September 30, 2022 excludes the dilutive effect of all common stock equivalents as they are anti-dilutive due to the net loss attributable to common stockholders. As of ~~September 30,~~March 31, 2022 ~~and September 30, 2021,~~, outstanding forward sales agreements for the sale of ~~17,964,603~~14,297,958 shares ~~and 11,798,154 shares, respectively,~~ were not included in the computation of diluted earnings per share because such forward sales were anti-dilutive for the ~~periods.~~period. There were no outstanding forward sales agreements as of March 31, 2023.

17. Disclosure about Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy exists for disclosures of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for additional information. The three levels are defined below:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.

Mortgage Loans, Other Real Estate Loans and Non-real Estate Loans Receivable — The fair value of mortgage loans, other real estate loans and non-real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value.

Equity Securities — Equity securities are recorded at their fair value based on Level 1 publicly available trading prices.

Equity Warrants — The fair value of equity warrants is estimated using Level 3 inputs and includes data points such as enterprise value of the underlying HC-One Group real estate portfolio, marketability discount for private company warrants, dividend yield, volatility and risk-free rate. The enterprise value is driven by projected cash flows, weighted average cost of capital and a terminal capitalization rate.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program — The carrying amount of the primary unsecured credit facility and commercial paper program approximates fair value because the borrowings are interest rate adjustable.

Senior Unsecured Notes — The fair value of the senior unsecured notes payable ~~was~~is estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable.

Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable.

Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from observable market data, including yield curves and foreign exchange rates.

Redeemable OPDownREIT Unitholder Interests — Our redeemable ~~OP unitholder~~DownREIT Unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair value is below the initial amount, in which case the redeemable ~~OP unitholder~~DownREIT Unitholder interests are recorded at the initial amount adjusted for distributions to the unitholders and income or loss attributable to the unitholders. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances.

The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):

September 30, 2022 December 31, 2021
Carrying Amount Fair Value Carrying Amount Fair Value
Financial assets:
Mortgage loans receivable $ 699,219 $ 748,216 $ 877,102 $ 932,552
Other real estate loans receivable 217,420 217,088 191,579 193,999
Equity securities 136 136 1,608 1,608
Cash and cash equivalents 343,446 343,446 269,265 269,265
Restricted cash 81,738 81,738 77,490 77,490
Non-real estate loans receivable 257,996 251,926 223,627 241,544
Foreign currency forward contracts, interest rate swaps and cross currency swaps 401,428 401,428 7,205 7,205
Equity warrants 28,272 28,272 41,909 41,909
Financial liabilities:
Borrowings under unsecured credit facility and commercial paper program $ 654,715 $ 654,715 $ 324,935 $ 324,935
Senior unsecured notes 12,324,601 11,207,285 11,613,758 13,139,748
Secured debt 2,121,628 2,053,767 2,192,261 2,252,107
Foreign currency forward contracts, interest rate swaps and cross currency swaps 59,709 59,709 39,296 39,296
Redeemable OP unitholder interests $ 95,513 $ 95,513 $ 153,098 $ 153,098

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~


	March 31, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Mortgage loans receivable	$	718,961	$	759,712	$	697,906	$	739,159
Other real estate loans receivable	235,195		235,573		192,938		190,977
Equity securities	66		66		111		111
Cash and cash equivalents	571,902		571,902		631,681		631,681
Restricted cash	66,894		66,894		90,611		90,611
Non-real estate loans receivable	297,513		285,404		289,168		277,601
Foreign currency forward contracts, interest rate swaps and cross currency swaps	148,206		148,206		191,357		191,357
Equity warrants	30,269		30,269		30,436		30,436

Financial liabilities:

Senior unsecured notes	$	12,486,229	$	11,629,220	$	12,437,273	$	11,381,873
Secured debt	2,474,837		2,451,673		2,110,815		2,054,889
Foreign currency forward contracts, interest rate swaps and cross currency swaps	40,829		40,829		55,727		55,727

Redeemable DownREIT Unitholder interests	$	61,957	$	61,957	$	75,355	$	75,355

Items Measured at Fair Value on a Recurring Basis

The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands):


		Fair Value Measurements as of September 30, 2022									Fair Value Measurements as of March 31, 2023
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Equity securities	Equity securities	$	136	$	136	$	—	$	—	Equity securities	$	66	$	66	$	—	$	—
Equity warrants	Equity warrants	28,272		—		—		28,272		Equity warrants	30,269		—		—		30,269
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1)	Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1)	341,718		—		341,718		—		Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1)	107,377		—		107,377		—
Totals	Totals	$	370,126	$	136	$	341,718	$	28,272	Totals	$	137,712	$	66	$	107,377	$	30,269

(1) Please see Note 12 for additional information.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the periods presented (in thousands):


		Nine Months Ended					Three Months Ended
		September 30, 2022		September 30, 2021			March 31, 2023		March 31, 2022
Beginning balance	Beginning balance	$	41,909	$	—	Beginning balance	$	30,436	$	41,909
Warrants acquired		—		32,419

Mark-to-market adjustment	Mark-to-market adjustment	(6,604)		9,216		Mark-to-market adjustment	(885)		(2,425)
Foreign currency	Foreign currency	(7,033)		(977)		Foreign currency	718		(1,068)
Ending balance	Ending balance	$	28,272	$	40,658	Ending balance	$	30,269	$	38,416

The most significant assumptions utilized in the valuation of the equity warrants are the cash flows of the underlying HC-One Group enterprise, as well as the terminal capitalization rate of 10.5%.

Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired or assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of loans receivable) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally resides within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date.

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

18. Segment Reporting

We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include seniors apartments, assisted living, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof that are owned and/or operated through RIDEA structures (see Note 19). ~~In addition, Seniors Housing Operating properties include seniors apartments.~~ Our Triple-net properties include the property types described above as well as long-term/post-acute care facilities. Under the Triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our Outpatient Medical properties are typically leased to multiple tenants and generally require a certain level of property management by us.

We evaluate performance based upon consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties.

Non-segment revenue consists mainly of interest income on cash investments recorded in other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2021)~~2022). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. All inter-segment transactions are eliminated.

2521

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands):


Three Months Ended September 30, 2022:		Seniors Housing Operating		Triple-net		Outpatient Medical		Non-segment / Corporate		Total
Three Months Ended March 31, 2023:												Three Months Ended March 31, 2023:	Seniors Housing Operating		Triple-net		Outpatient Medical		Non-segment / Corporate		Total
Resident fees and services	Resident fees and services	$	1,068,706	$	—	$	—	$	—	$	1,068,706	Resident fees and services	$	1,131,685	$	—	$	—	$	—	$	1,131,685
Rental income	Rental income	—		191,443		170,540		—		361,983		Rental income	—		202,419		181,640		—		384,059
Interest income	Interest income	2,155		35,556		80		—		37,791		Interest income	2,551		33,763		91		—		36,405
Other income	Other income	1,739		1,820		1,558		247		5,364		Other income	2,445		1,883		3,100		1,152		8,580
Total revenues	Total revenues	1,072,600		228,819		172,178		247		1,473,844		Total revenues	1,136,681		238,065		184,831		1,152		1,560,729

Property operating expenses	Property operating expenses	841,914		11,495		52,921		5,850		912,180		Property operating expenses	883,784		11,723		58,365		3,881		957,753
Consolidated net operating income (loss)	Consolidated net operating income (loss)	230,686		217,324		119,257		(5,603)		561,664		Consolidated net operating income (loss)	252,897		226,342		126,466		(2,729)		602,976

Depreciation and amortization	Depreciation and amortization	235,984		57,338		60,377		—		353,699		Depreciation and amortization	220,407		54,528		64,177		—		339,112
Interest expense	Interest expense	9,022		196		4,343		126,121		139,682		Interest expense	11,487		(15)		4,104		128,827		144,403
General and administrative expenses	General and administrative expenses	—		—		—		34,811		34,811		General and administrative expenses	—		—		—		44,371		44,371
Loss (gain) on derivatives and financial instruments, net	Loss (gain) on derivatives and financial instruments, net	—		6,905		—		—		6,905		Loss (gain) on derivatives and financial instruments, net	—		930		—		—		930
Loss (gain) on extinguishment of debt, net	Loss (gain) on extinguishment of debt, net	—		—		2		—		2		Loss (gain) on extinguishment of debt, net	—		—		5		—		5
Provision for loan losses, net	Provision for loan losses, net	198		290		2		—		490		Provision for loan losses, net	(73)		850		—		—		777
Impairment of assets	Impairment of assets	—		3,595		761		—		4,356		Impairment of assets	12,629		—		—		—		12,629
Other expenses	Other expenses	8,341		820		366		5,954		15,481		Other expenses	17,579		2,467		547		2,152		22,745
Income (loss) from continuing operations before income taxes and other items	Income (loss) from continuing operations before income taxes and other items	(22,859)		148,180		53,406		(172,489)		6,238		Income (loss) from continuing operations before income taxes and other items	(9,132)		167,582		57,633		(178,079)		38,004
Income tax (expense) benefit	Income tax (expense) benefit	—		—		—		(3,257)		(3,257)		Income tax (expense) benefit	—		—		—		(3,045)		(3,045)
Income (loss) from unconsolidated entities	Income (loss) from unconsolidated entities	(8,788)		3,167		(1,077)		—		(6,698)		Income (loss) from unconsolidated entities	(15,589)		8,432		86		—		(7,071)
Gain (loss) on real estate dispositions, net	Gain (loss) on real estate dispositions, net	1,146		674		(606)		(150)		1,064		Gain (loss) on real estate dispositions, net	833		520		(606)		—		747
Income (loss) from continuing operations	Income (loss) from continuing operations	(30,501)		152,021		51,723		(175,896)		(2,653)		Income (loss) from continuing operations	(23,888)		176,534		57,113		(181,124)		28,635
Net income (loss)	Net income (loss)	$	(30,501)	$	152,021	$	51,723	$	(175,896)	$	(2,653)	Net income (loss)	$	(23,888)	$	176,534	$	57,113	$	(181,124)	$	28,635

Total assets	Total assets	$	21,560,096	$	8,700,199	$	6,569,005	$	585,188	$	37,414,488	Total assets	$	22,201,219	$	8,776,956	$	7,007,092	$	508,622	$	38,493,889

Three Months Ended September 30, 2021: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 835,617 $ — $ — $ — $ 835,617
Rental income — 200,641 157,343 — 357,984
Interest income 1,135 38,257 472 — 39,864
Other income 2,767 1,087 1,688 790 6,332
Total revenues 839,519 239,985 159,503 790 1,239,797
Property operating expenses 666,610 11,664 48,072 3,054 729,400
Consolidated net operating income (loss) 172,909 228,321 111,431 (2,264) 510,397
Depreciation and amortization 157,176 54,226 56,352 — 267,754
Interest expense 9,360 1,548 4,811 106,803 122,522
General and administrative expenses — — — 32,256 32,256
Loss (gain) on derivatives and financial instruments, net — (8,078) — — (8,078)
Loss (gain) on extinguishment of debt, net — — (5) — (5)
Provision for loan losses, net 152 (323) (100) — (271)
Impairment of assets — 1,490 — — 1,490
Other expenses 5,449 (4,248)

640 1,734 3,575
Income (loss) from continuing operations before income taxes and other items 772 183,706 49,733 (143,057) 91,154
Income tax (expense) benefit — — — (4,940) (4,940)
Income (loss) from unconsolidated entities (15,810) 5,038 (5,060) — (15,832)
Gain (loss) on real estate dispositions, net (615) 81,712 38,857 — 119,954
Income (loss) from continuing operations (15,653) 270,456 83,530 (147,997) 190,336
Net income (loss) $ (15,653) $ 270,456 $ 83,530 $ (147,997) $ 190,336

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Nine Months Ended September 30, 2022 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 3,073,040 $ — $ — $ — $ 3,073,040
Rental income — 584,626 495,158 — 1,079,784
Interest income 5,255 108,454 216 — 113,925
Other income 62,127 5,262 6,449 1,497 75,335
Total revenues 3,140,422 698,342 501,823 1,497 4,342,084
Property operating expenses 2,421,141 34,197 153,484 11,110 2,619,932
Consolidated net operating income 719,281 664,145 348,339 (9,613) 1,722,152
Depreciation and amortization 629,955 160,403 177,724 — 968,082
Interest expense 24,153 830 13,441 350,704 389,128
General and administrative expenses — — — 109,071 109,071
Loss (gain) on derivatives and financial instruments, net — 8,076 — — 8,076
Loss (gain) on extinguishment of debt, net 385 — 9 199 593
Provision for loan losses, net 807 (951) (5) — (149)
Impairment of assets — 3,595 761 — 4,356
Other expenses 45,781 12,327 1,362 17,246 76,716
Income (loss) from continuing operations before income taxes and other items 18,200 479,865 155,047 (486,833) 166,279
Income tax (expense) benefit — — — (11,335) (11,335)
Income (loss) from unconsolidated entities (39,239) 24,584 (1,985) — (16,640)
Gain (loss) on real estate dispositions, net 2,623 18,994 (1,001) (150) 20,466
Income (loss) from continuing operations (18,416) 523,443 152,061 (498,318) 158,770
Net income (loss) $ (18,416) $ 523,443 $ 152,061 $ (498,318) $ 158,770

Nine Months Ended September 30, 2021 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 2,299,972 $ — $ — $ — $ 2,299,972
Rental income — 557,829 457,721 — 1,015,550
Interest income 3,110 86,040 8,741 — 97,891
Other income 5,388 3,539 8,336 2,175 19,438
Total revenues 2,308,470 647,408 474,798 2,175 3,432,851
Property operating expenses 1,804,939 37,132 140,430 6,882 1,989,383
Consolidated net operating income 503,531 610,276 334,368 (4,707) 1,443,468
Depreciation and amortization 420,797 165,299 166,969 — 753,065
Interest expense 31,331 5,134 12,733 318,807 368,005
General and administrative expenses — — — 93,618 93,618
Loss (gain) on derivatives and financial
instruments, net — (6,503) — — (6,503)
Loss (gain) on extinguishment of debt, net (1,537) — (5) 52,506 50,964
Provision for loan losses, net 222 10,549 (3,462) — 7,309
Impairment of assets 22,317 24,222 2,211 — 48,750
Other expenses 12,617 4,845 2,450 6,344 26,256
Income (loss) from continuing operations before income taxes and other items 17,784 406,730 153,472 (475,982) 102,004
Income tax (expense) benefit — — — (6,662) (6,662)
Income (loss) from unconsolidated entities (23,514) 14,822 (2,067) — (10,759)
Gain (loss) on real estate dispositions, net 4,552 126,463 92,687 — 223,702
Income (loss) from continuing operations (1,178) 548,015 244,092 (482,644) 308,285
Net income (loss) $ (1,178) $ 548,015 $ 244,092 $ (482,644) $ 308,285


Three Months Ended March 31, 2022:	Seniors Housing Operating		Triple-net		Outpatient Medical		Non-segment / Corporate		Total
Resident fees and services	$	994,335	$	—	$	—	$	—	$	994,335
Rental income	—		196,001		160,389		—		356,390
Interest income	1,417		37,506		71		—		38,994
Other income	860		1,656		2,863		606		5,985
Total revenues	996,612		235,163		163,323		606		1,395,704

Property operating expenses	789,928		11,211		49,915		2,615		853,669
Consolidated net operating income (loss)	206,684		223,952		113,408		(2,009)		542,035

Depreciation and amortization	192,793		53,504		57,791		—		304,088
Interest expense	7,650		314		4,567		109,165		121,696
General and administrative expenses	—		—		—		37,706		37,706
Loss (gain) on derivatives and financial instruments, net	—		2,578		—		—		2,578
Loss (gain) on extinguishment of debt, net	(15)		—		3		—		(12)
Provision for loan losses, net	267		(1,065)		(6)		—		(804)

Other expenses	8,191		11,044		789		6,045		26,069
Income (loss) from continuing operations before income taxes and other items	(2,202)		157,577		50,264		(154,925)		50,714
Income tax (expense) benefit	—		—		—		(5,013)		(5,013)
Income (loss) from unconsolidated entities	(17,782)		15,543		(645)		—		(2,884)
Gain (loss) on real estate dispositions, net	2,701		20,449		(216)		—		22,934
Income (loss) from continuing operations	(17,283)		193,569		49,403		(159,938)		65,751
Net income (loss)	$	(17,283)	$	193,569	$	49,403	$	(159,938)	$	65,751

2722

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands):

Three Months Ended Nine Months Ended
September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021
Revenues:
Amount(1)
% Amount %
Amount(1)
% Amount %
United States $ 1,276,927 86.6 % $ 990,034 79.9 % $ 3,799,621 87.5 % $ 2,709,354 78.9 %
United Kingdom 95,914 6.5 % 146,308 11.8 % 246,226 5.7 % 405,938 11.8 %
Canada 101,003 6.9 % 103,455 8.3 % 296,237 6.8 % 317,559 9.3 %
Total $ 1,473,844 100.0 % $ 1,239,797 100.0 % $ 4,342,084 100.0 % $ 3,432,851 100.0 %
As of
September 30, 2022 December 31, 2021
Assets: Amount % Amount %
United States $ 31,604,241 84.5 % $ 28,595,703 81.9 %
United Kingdom 3,195,747 8.5 % 3,938,258 11.3 %
Canada 2,614,500 7.0 % 2,376,364 6.8 %
Total $ 37,414,488 100.0 % $ 34,910,325 100.0 %

~~(1)The United States, United Kingdom and Canada represent 80%, 9%, and 11% of our resident fees and services revenue for the three month periods ended September 30, 2022, respectively, and~~ ~~79%, 10% and 11%~~ ~~of our resident fees and services revenue for the nine month periods ended September 30, 2022, respectively.~~


	Three Months Ended
	March 31, 2023				March 31, 2022
Revenues:	Amount		%		Amount		%
United States	$	1,296,022	83.0	%	$	1,139,016	81.6	%
United Kingdom	147,876		9.5	%	144,491		10.4	%
Canada	116,831		7.5	%	112,197		8.0	%
Total	$	1,560,729	100.0	%	$	1,395,704	100.0	%

	Three Months Ended
	March 31, 2023				March 31, 2022
Resident Fees and Services:	Amount		%		Amount		%
United States	$	908,944	80.4	%	$	784,097	78.8	%
United Kingdom	109,012		9.6	%	101,090		10.2	%
Canada	113,729		10.0	%	109,148		11.0	%
Total	$	1,131,685	100.0	%	$	994,335	100.0	%

	As of
	March 31, 2023				December 31, 2022
Assets:	Amount		%		Amount		%
United States	$	32,325,218	84.0	%	$	31,740,907	83.8	%
United Kingdom	3,518,034		9.1	%	3,476,793		9.2	%
Canada	2,650,637		6.9	%	2,675,533		7.0	%
Total	$	38,493,889	100.0	%	$	37,893,233	100.0	%

19. Income Taxes and Distributions

We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes.

Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, a REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real ~~property”.~~property.” A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the unaudited consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years.

Income taxes reflected in the financial statements primarily represents U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The provision for income taxes for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ was primarily due to operating income or losses, offset by certain discrete items at our TRS entities. In 2014, we established certain wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this holding company structure. The structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this holding company structure and most of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal income tax purposes. Subsequent to 2014 we transferred certain subsidiaries to the United Kingdom, while some wholly-owned direct and

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

indirect subsidiaries remain in Luxembourg and Jersey. The company reflects current and deferred tax liabilities for any such withholding taxes incurred from this holding company structure in its consolidated financial statements. Generally, given current statutes of limitations, we are subject to audit by the foreign, federal, state and local taxing authorities under applicable local laws.

~~WELLTOWER INC.~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

20. Variable Interest Entities

We have entered into joint ventures toand have certain subsidiaries that are wholly owned by consolidated joint ventures and own certain seniors housing and outpatient medical assets which are deemed to be VIEs. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the ~~joint venture~~entities and the rights to receive residual returns or the obligation to absorb losses arising from the ~~joint ventures.~~entities. Except for capital contributions associated with the initial ~~joint venture~~entity formations, the ~~joint ventures~~entities have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such ~~joint ventures~~entities have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands):


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets:	Assets:					Assets:
Net real estate investments	Net real estate investments	$	444,485	$	445,776	Net real estate investments	$	1,492,518	$	1,499,078
Cash and cash equivalents	Cash and cash equivalents	12,186		9,964		Cash and cash equivalents	11,577		15,582
Receivables and other assets	Receivables and other assets	8,588		7,617		Receivables and other assets	32,582		9,949
Total assets (1)	Total assets (1)	$	465,259	$	463,357	Total assets (1)	$	1,536,677	$	1,524,609

Liabilities and equity:	Liabilities and equity:					Liabilities and equity:
Secured debt	Secured debt	$	162,072	$	163,519	Secured debt	$	155,678	$	155,992
Lease liabilities	Lease liabilities	1,329		1,324		Lease liabilities	1,329		1,329
Accrued expenses and other liabilities	Accrued expenses and other liabilities	15,138		12,394		Accrued expenses and other liabilities	39,119		28,417
Total equity	Total equity	286,720		286,120		Total equity	1,340,551		1,338,871
Total liabilities and equity	Total liabilities and equity	$	465,259	$	463,357	Total liabilities and equity	$	1,536,677	$	1,524,609

(1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs.

~~21. Subsequent Events~~

In November 2022, we entered into definitive agreements to effectuate the transition of 147 skilled nursing facilities currently operated by ProMedica. As part of the agreement between Welltower and ProMedica, ProMedica will surrender its 15% interest in the skilled nursing facilities currently owned by the existing joint venture and provide significant working capital support for the new operators to ensure a smooth transition of patient care and operations. In exchange, we will release ProMedica from its skilled nursing lease obligation. The 58 private-pay assisted living and memory care assets in the ProMedica joint venture will continue to be operated by ProMedica under a lease backed by the existing guaranty. Concurrently, we entered into a definitive agreement to sell the 147 skilled nursing facilities to a newly formed joint venture owned 85% by Welltower and 15% by Integra Health (“Integra”). Welltower and Integra will enter into a master lease agreement for the portfolio with plans to bring in select regional operators across various states that will operate the facilities upon receiving regulatory approvals.

2924

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


			EXECUTIVE SUMMARY

			Company Overview			3126
			Business Strategy			3226
			Key Transactions			3327
			Key Performance Indicators, Trends and Uncertainties			3428
			Corporate Governance			3630

			LIQUIDITY AND CAPITAL RESOURCES

			Sources and Uses of Cash			3630
			Off-Balance Sheet Arrangements			3731
			Contractual Obligations			3732
			Capital Structure			3732
			Supplemental Guarantor Information			33

			RESULTS OF OPERATIONS

			Summary			3933
			Seniors Housing Operating			3934
			Triple-net			4336
			Outpatient Medical			4538
			Non-Segment/Corporate			4739

			OTHER

			Non-GAAP Financial Measures			4840
			Critical Accounting Policies and Estimates			5646
			Cautionary Statement Regarding Forward-Looking Statements			5747

3025

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read together with the Consolidated Financial Statements and related Notes thereto included in Item 1 of this report. Other important factors are identified in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, including factors identified under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations."

On March 7, 2022, we announced our intent to complete an UPREIT reorganization. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower (the "Merger"). In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC (the "LLC Conversion"). Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial assets or liabilities, other than through its investment in Welltower OP.

Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.

Executive Summary

Company Overview

Welltower Inc. (NYSE:WELL), ana real estate investment trust ("REIT") and S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. ~~The Company~~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 ~~Inc., a real estate investment trust (“REIT”),~~ owns interests in properties concentrated in major, high-growth markets in the United States ("U.S."), Canada and the United Kingdom ("U.K."), consisting of seniors housing and post-acute communities and outpatient medical properties.

Welltower ~~Inc.~~ is the initial member and majority owner of Welltower OP, with an approximate ownership interest of ~~99.742%~~99.721% as of ~~September 30, 2022.~~March 31, 2023. All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower ~~Inc.~~ has no material assets or liabilities other than its investment in Welltower OP. Welltower ~~Inc.~~ issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP, and Welltower ~~Inc.~~ has fully and ~~conditionally~~unconditionally guaranteed all existing ~~and future~~ senior unsecured notes.

The following table summarizes our consolidated portfolio for the three months ended ~~September 30, 2022~~March 31, 2023 (dollars in thousands):

Percentage of Number of
Type of Property
NOI (1)
NOI Properties
Seniors Housing Operating $ 230,686 40.7 % 843
Triple-net 217,324 38.3 % 569
Outpatient Medical 119,257 21.0 % 322
Totals $ 567,267 100.0 % 1,734
(1) Represents consolidated NOI and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. See Non-GAAP Financial Measures for additional information and reconciliation.

The COVID-19 pandemic has had and may continue to have material and adverse effects on our financial condition, results of operations and cash flows in the future. The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the effectiveness of vaccines, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, the overall pace of recovery, among others.

Our Seniors Housing Operating revenues are dependent on occupancy which has increased during the nine months ended September 30, 2022. As of September 30, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining and activities.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

We have incurred increased operational costs as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor, personal protective equipment and sanitation. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice.

Our Triple-net operators are experiencing similar trends related to occupancy and operating costs with respect to our Seniors Housing Operating properties. However, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) Paycheck Protection Program and the Provider Relief Fund.


			Percentage of		Number of
Type of Property	NOI (1)		NOI		Properties
Seniors Housing Operating	$	252,897	41.7	%	854
Triple-net	226,342		37.4	%	575
Outpatient Medical	126,466		20.9	%	356
Totals	$	605,705	100.0	%	1,785

(1) Represents consolidated NOI and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. See "Non-GAAP Financial Measures" below for additional information and reconciliation.

Business Strategy

Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.

Substantially all of our revenues are derived from operating lease rentals, resident fees and services and interest earned on outstanding loans receivable. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Additionally, the extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants in the future is uncertain and cannot be predicted with confidence.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs and market conditions among other things. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment.

In addition to our asset management and research efforts, we also aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.

For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, resident fees and services and rental income represented ~~71%~~73% and 25%, respectively, of total revenues. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.

Our primary sources of cash include resident fees and services, rent and interest receipts, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.

We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from NOI and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving credit facility and commercial paper program, has historically been provided through a combination of the issuance of public debt and equity securities and the incurrence or assumption of secured debt.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future. To the extent that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investment dispositions in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program. At ~~September 30, 2022,~~March 31, 2023, we had ~~$343,446,000~~$571,902,000 of cash and cash equivalents, ~~$81,738,000~~$66,894,000 of restricted cash and ~~$3,345,000,000~~$4,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.

Key Transactions

Capital The following summarizes key capital transactions that occurred during the ~~nine~~three months ended ~~September 30, 2022:~~March 31, 2023:

•InDuring the three months ended March ~~2022, we completed the issuance of $550,000,000 senior unsecured notes bearing interest at 3.85% with a maturity date of June 2032.~~

•In April 2022, we entered into an amended and restated ATM Program (as defined below) pursuant to which we may offer and sell up to $3,000,000,000 of common stock from time to time. Since the beginning of the year,31, 2023, we, sold ~~37,905,638~~5,603,161 shares of common stock under our ~~current and previous~~ ATM ~~Programs via forward sale agreements. These forward sale agreements are expected to generate~~Program generating gross proceeds of approximately ~~$3,280,798,000, of which 25,128,285 shares have been settled, resulting in $2,221,023,000 of gross proceeds during the nine months ended September 30, 2022.~~

•In June 2022, we closed on an amended $5,200,000,000 unsecured credit facility with improved pricing across our term loans. The credit facility includes $4,000,000,000 of revolving credit capacity at a borrowing rate of 77.5 basis points over the adjusted SOFR rate, $1,000,000,000 of USD term loan capacity at a borrowing rate of 85.0 basis points over the adjusted SOFR rate and $250,000,000 CAD term loan capacity at 85.0 basis points over CDOR.$413,157,000.

•During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we ~~extinguished $276,252,000~~issued $362,900,000 of secured debt at a blended average interest rate of ~~4.28%~~4.97% and assumed $53,223,000 of secured debt at a blended average interest rate of 3.62%. We extinguished $24,631,000 of secured debt at a blended average interest rate of 4.53%.

Investments The following summarizes our property acquisitions and joint venture investments completed during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 (dollars in thousands):

Properties
Book Amount (1)
Capitalization Rates (2)
Seniors Housing Operating 70 $ 2,406,250 4.7 %
Triple-net — 172 — %
Outpatient Medical 11 353,178 5.4 %
Totals 81 $ 2,759,600 4.8 %
(1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our unaudited consolidated financial statements for additional information.
(2) Represents annualized contractual or projected net operating income to be received in cash divided by investment amounts.

~~Dispositions~~ ~~The following summarizes property dispositions completed during the nine months ended September 30, 2022 (dollars in thousands):~~

Properties
Proceeds (1)
Book Amount (2)
Capitalization Rates (3)
Seniors Housing Operating 1 $ 13,750 $ 13,470 — %
Triple-net 10 109,917 89,827 6.7 %
Outpatient Medical — 764 393 — %
Totals 11 $ 124,431 $ 103,690 6.4 %
(1) Represents net proceeds received upon disposition, including any seller financing.
(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our unaudited consolidated financial statements for additional information.
(3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price.

~~Dividends~~ ~~Our Board of Directors declared a cash dividend for the quarter ended September 30, 2022 of $0.61 per share.~~ ~~On November 30, 2022, we will pay our 206~~th ~~consecutive quarterly cash dividend to stockholders of record on November 18, 2022.~~

3327

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


	Properties	Book Amount (1)		Capitalization Rates (2)
Seniors Housing Operating	2	$	19,816	7.5	%
Triple-net	8	81,659		3.6	%
Outpatient Medical	29	356,250		6.9	%
Totals	39	$	457,725	6.9	%

(1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our unaudited consolidated financial statements for additional information.
(2) Represents annualized contractual or projected net operating income to be received in cash divided by investment amounts.

Dispositions The following summarizes property dispositions completed during the three months ended March 31, 2023 (dollars in thousands):


	Properties	Proceeds (1)		Book Amount (2)		Capitalization Rates (3)
Seniors Housing Operating	1	$	19,054	$	18,572	—	%
Triple-net	1	2,604		2,028		—	%

Totals	2	$	21,658	$	20,600	—	%

(1) Represents net proceeds received upon disposition, including any seller financing.
(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our unaudited consolidated financial statements for additional information.
(3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price. Excludes properties sold that were recent development conversions.

Dividends Our Board of Directors declared a cash dividend for the quarter ended March 31, 2023 of $0.61 per share. On May 23, 2023, we will pay our 208th consecutive quarterly cash dividend to stockholders of record on May 16, 2023.

Key Performance Indicators, Trends and Uncertainties

We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes.

Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) per the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. generally accepted accounting principles (“U.S. GAAP”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.

The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):

Three Months Ended
September 30, June 30, March 31, December 31, September 30, June 30, March 31,
2022 2022 2022 2021 2021 2021 2021
Net income (loss) $ (2,653) $ 95,672 $ 65,751 $ 66,194 $ 190,336 $ 45,757 $ 72,192
NICS (6,767) 89,785 61,925 58,672 179,663 26,257 71,546
FFO 362,863 409,589 347,635 338,976 345,739 248,840 287,167
NOI 561,664 618,453 542,035 524,085 510,397 498,335 434,736


	Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
	2023		2022		2022		2022		2022
Net income (loss)	$	28,635	$	1,798	$	(2,653)	$	95,672	$	65,751
NICS	25,673		(3,728)		(6,767)		89,785		61,925
FFO	386,062		357,985		362,863		409,589		347,635
NOI	602,976		579,693		561,664		618,453		542,035

Credit Strength 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. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization (“EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:

Three Months Ended
September 30, June 30, March 31, December 31, September 30, June 30, March 31,
2022 2022 2022 2021 2021 2021 2021
Net debt to book capitalization ratio 42% 43% 43% 42% 42% 43% 41%
Net debt to undepreciated book capitalization ratio 34% 35% 35% 35% 35% 35% 34%
Net debt to market capitalization ratio 32% 27% 24% 26% 27% 26% 28%
Interest coverage ratio 3.39x 4.21x 4.03x 3.89x 4.81x 3.30x 3.56x
Fixed charge coverage ratio 3.10x 3.78x 3.57x 3.42x 4.22x 2.93x 3.16x

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


	Three Months Ended
	March 31,	December 31,	September 30,	June 30,	March 31,
	2023	2022	2022	2022	2022
Net debt to book capitalization ratio	40%	39%	42%	43%	43%
Net debt to undepreciated book capitalization ratio	32%	32%	34%	35%	35%
Net debt to market capitalization ratio	28%	30%	32%	27%	24%

Interest coverage ratio	3.44x	3.29x	3.48x	4.21x	4.03x
Fixed charge coverage ratio	3.13x	3.01x	3.18x	3.78x	3.57x

Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various property types. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or international equivalents).

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

The following table reflects our recent historical trends of concentration risk by NOI for the periods indicated below:


		Three Months Ended								Three Months Ended
		September 30,	June 30,	March 31,	December 31,	September 30,	June 30,	March 31,		March 31,	December 31,	September 30,	June 30,	March 31,
		2022	2022	2022	2021	2021	2021	2021		2023	2022	2022	2022	2022
Property mix:(1)	Property mix:(1)								Property mix:(1)
Seniors Housing Operating	Seniors Housing Operating	41%	45%	38%	34%	34%	32%	39%	Seniors Housing Operating	42%	40%	41%	45%	38%
Triple-net	Triple-net	38%	36%	41%	44%	45%	45%	36%	Triple-net	37%	38%	38%	36%	41%
Outpatient Medical	Outpatient Medical	21%	19%	21%	22%	21%	23%	25%	Outpatient Medical	21%	22%	21%	19%	21%

Relationship mix: (1)	Relationship mix: (1)								Relationship mix: (1)
ProMedica(2)		11%	10%	11%	11%	11%	12%	12%
Integra Healthcare Properties(2)									Integra Healthcare Properties(2)	9%	1%	—%	—%	—%
Sunrise Senior Living	Sunrise Senior Living	7%	8%	6%	7%	9%	10%	14%	Sunrise Senior Living	6%	7%	7%	8%	6%
Cogir Management Corporation	Cogir Management Corporation	4%	3%	2%	2%	2%	2%	2%	Cogir Management Corporation	4%	4%	4%	3%	2%
StoryPoint Senior Living									StoryPoint Senior Living	4%	3%	4%	3%	4%
HC-One Group	HC-One Group	4%	3%	4%	5%	5%	3%	—%	HC-One Group	3%	3%	4%	4%	4%
Atria Senior Living(3)		4%	12%	5%	4%	3%	—%	—%
Remaining relationships	Remaining relationships	70%	64%	72%	71%	70%	73%	72%	Remaining relationships	74%	82%	81%	82%	84%

Geographic mix:(1)	Geographic mix:(1)								Geographic mix:(1)
California	California	13%	15%	13%	13%	12%	12%	15%	California	13%	14%	13%	15%	13%
United Kingdom	United Kingdom	10%	9%	11%	13%	14%	13%	10%	United Kingdom	10%	9%	10%	9%	11%
Texas	Texas	8%	7%	8%	9%	9%	9%	7%	Texas	8%	8%	8%	7%	8%
Pennsylvania									Pennsylvania	6%	5%	5%	4%	5%
Canada	Canada	6%	5%	5%	5%	6%	7%	7%	Canada	6%	6%	6%	5%	5%
Florida		5%	6%	5%	5%	4%	5%	1%
Remaining geographic areas	Remaining geographic areas	58%	58%	58%	55%	55%	54%	60%	Remaining geographic areas	57%	58%	58%	60%	58%

(1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.	(1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.								(1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.
(2) See Note 21 to our unaudited consolidated financial statements for additional information regarding the ProMedica relationship.
(3) Three months ended June 30, 2022 includes $58,621,000 of income recognized upon termination of lease. See Note 3 to our unaudited consolidated financial statements for further details.

(2) In December 2022, we transitioned 147 skilled nursing facilities previously leased to ProMedica, to master leases with Integra Healthcare Properties.									(2) In December 2022, we transitioned 147 skilled nursing facilities previously leased to ProMedica, to master leases with Integra Healthcare Properties.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Lease Expirations The following table sets forth information regarding lease expirations for certain portions of our portfolio as of ~~September 30, 2022~~March 31, 2023 (dollars in thousands):


		Expiration Year (1)																																			Expiration Year (1)
		2022			2023			2024			2025			2026			2027			2028			2029			2030			2031				Thereafter				2023			2024			2025			2026			2027			2028			2029			2030			2031			2032			Thereafter
Triple-net:	Triple-net:																																			Triple-net:
Properties	Properties	5			2			4			15			55			2			4			4			28			9				412			Properties	2			4			15			49			1			4			4			34			5			88			347
Base rent (2)	Base rent (2)	$	1,319		$	2,582		$	12,110		$	6,612		$	51,683		$	1,182		$	5,246		$	4,001		$	57,377		$	21,120			$	443,897		Base rent (2)	$	2,159		$	13,088		$	7,083		$	45,392		$	1,182		$	5,246		$	4,091		$	69,215		$	10,701		$	65,614		$	401,905
% of base rent	% of base rent	0.2		%	0.4		%	2.0		%	1.1		%	8.5		%	0.2		%	0.9		%	0.7		%	9.5		%	3.5		%		73.0		%	% of base rent	0.3		%	2.1		%	1.1		%	7.3		%	0.2		%	0.8		%	0.7		%	11.1		%	1.7		%	10.5		%	64.2		%
Units/beds	Units/beds	489			152			692			451			4,102			180			440			219			2,990			896				38,332			Units/beds	270			692			451			3,404			80			440			219			3,669			423			4,314			37,490
% of Units/beds	% of Units/beds	1.0		%	0.3		%	1.4		%	0.9		%	8.4		%	0.4		%	0.9		%	0.4		%	6.1		%	1.8		%		78.4		%	% of Units/beds	0.5		%	1.3		%	0.9		%	6.6		%	0.2		%	0.9		%	0.4		%	7.1		%	0.8		%	8.4		%	72.9		%

Outpatient Medical:	Outpatient Medical:																																			Outpatient Medical:
Square feet	Square feet	778,305			1,658,630			1,861,744			1,288,511			1,247,006			1,352,097			1,027,990			1,055,837			1,116,052			1,628,506				4,285,631			Square feet	1,902,520			1,982,088			1,403,780			1,576,623			1,461,893			1,190,865			1,111,637			1,297,190			1,628,893			1,241,483			3,854,522
Base rent (2)	Base rent (2)	$	23,311		$	48,702		$	56,954		$	37,738		$	35,545		$	37,477		$	28,169		$	28,770		$	31,125		$	44,023			$	119,506		Base rent (2)	$	53,714		$	60,111		$	41,175		$	42,708		$	40,941		$	32,221		$	31,244		$	34,996		$	44,430		$	37,110		$	107,250
% of base rent	% of base rent	4.7		%	9.9		%	11.6		%	7.7		%	7.2		%	7.6		%	5.7		%	5.9		%	6.3		%	9.0		%		24.4		%	% of base rent	10.2		%	11.4		%	7.8		%	8.1		%	7.8		%	6.1		%	5.9		%	6.7		%	8.4		%	7.1		%	20.5		%
Leases	Leases	218			334			320			239			205			200			133			93			82			64				209			Leases	415			346			259			239			218			180			105			96			65			131			466
% of Leases	% of Leases	10.4		%	15.9		%	15.3		%	11.4		%	9.8		%	9.5		%	6.3		%	4.4		%	3.9		%	3.1		%		10.0		%	% of Leases	16.5		%	13.7		%	10.3		%	9.5		%	8.7		%	7.1		%	4.2		%	3.8		%	2.6		%	5.2		%	18.4		%

(1) Excludes our share of investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in the current year.	(1) Excludes our share of investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in the current year.																															(1) Excludes our share of investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in the current year.
(2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.	(2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.																															(2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.

We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved, and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Cautionary Statement Regarding Forward-Looking Statements” and other sections of this Quarterly Report on Form 10-Q. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

Corporate Governance

Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Quarterly Report on Form 10-Q, and our web address is included as an inactive textual reference only.

Liquidity and Capital Resources

Sources and Uses of Cash

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):


		Nine Months Ended				Change					Three Months Ended				Change
		September 30, 2022		September 30, 2021		$		%			March 31, 2023		March 31, 2022		$		%
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	$	346,755	$	2,021,043	$	(1,674,288)	(83)	%	Cash, cash equivalents and restricted cash at beginning of period	$	722,292	$	346,755	$	375,537	108	%
Cash provided from (used in) operating activities	Cash provided from (used in) operating activities	1,075,322		991,995		83,327		8	%	Cash provided from (used in) operating activities	376,058		324,520		51,538		16	%
Cash provided from (used in) investing activities	Cash provided from (used in) investing activities	(3,284,510)		(2,988,472)		(296,038)		(10)	%	Cash provided from (used in) investing activities	(932,837)		(808,547)		(124,290)		(15)	%
Cash provided from (used in) financing activities	Cash provided from (used in) financing activities	2,304,234		338,919		1,965,315		580	%	Cash provided from (used in) financing activities	470,470		505,105		(34,635)		(7)	%
Effect of foreign currency translation	Effect of foreign currency translation	(16,617)		(840)		(15,777)		(1878)	%	Effect of foreign currency translation	2,813		(790)		3,603		456	%
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	425,184	$	362,645	$	62,539	17	%	Cash, cash equivalents and restricted cash at end of period	$	638,796	$	367,043	$	271,753	74	%

Operating Activities ~~The changes in net cash provided from operating activities was immaterial.~~ Please see “Results of Operations” for discussion of net income fluctuations. For the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ cash flows provided from ~~operations~~operations exceeded cash distributions to stockholders.

Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in "Key Transactions." Please refer to Notes 3 and 5 of our unaudited consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):


		Nine Months Ended				Change					Three Months Ended				Change
		September 30, 2022		September 30, 2021		$		%			March 31, 2023		March 31, 2022		$		%
New development	New development	$	463,465	$	263,325	$	200,140	76	%	New development	$	226,226	$	138,141	$	88,085	64	%
Recurring capital expenditures, tenant improvements and lease commissions	Recurring capital expenditures, tenant improvements and lease commissions	136,453		53,471		82,982		155	%	Recurring capital expenditures, tenant improvements and lease commissions	36,914		32,835		4,079		12	%
Renovations, redevelopments and other capital improvements	Renovations, redevelopments and other capital improvements	179,382		112,220		67,162		60	%	Renovations, redevelopments and other capital improvements	54,425		57,394		(2,969)		(5)	%
Total	Total	$	779,300	$	429,016	$	350,284	82	%	Total	$	317,565	$	228,370	$	89,195	39	%

The change in new development is primarily due to the number and size of construction projects on-going during the relevant periods. Renovations, redevelopments and other capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization. ~~The increase in recurring capital expenditures, tenant improvements and lease commissions is due primarily to portfolio growth and increased spending after a contraction during the pandemic.~~

Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments which are summarized above in "Key Transactions." Please refer to Notes 10, 11 and 14 of our unaudited consolidated financial statements for additional information.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

In March 2022, we completed the issuance of $550,000,000 senior unsecured notes with a maturity date of June 2032. In April 2022, we closed on an amended $5,200,000,000 unsecured credit facility, increasing our term loan capacity by $500,000,000. During the three months ended March 31, 2023, we issued $362,900,000 of secured debt at a blended average interest rate of 4.97% and assumed $53,223,000 of secured debt at a blended average interest rate of 3.62%. As of ~~September 30, 2022,~~March 31, 2023, we have total near-term available liquidity of approximately $~~3.8~~4.6 billion.

Off-Balance Sheet Arrangements

At ~~September 30, 2022,~~March 31, 2023, we had investments in unconsolidated entities with our ownership generally ranging from 10% to 88%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At ~~September 30, 2022,~~March 31, 2023, we had 2122 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our unaudited consolidated financial statements for additional information.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Contractual Obligations

The following table summarizes our payment requirements under contractual obligations as of ~~September 30, 2022~~March 31, 2023 (in thousands):


		Payments Due by Period											Payments Due by Period
Contractual Obligations	Contractual Obligations	Total		2022		2023-2024		2025-2026		Thereafter		Contractual Obligations	Total		2023		2024-2025		2026-2027		Thereafter
Unsecured credit facility and commercial paper (1,3)		$	655,000	$	—	$	—	$	655,000	$	—

Senior unsecured notes and term credit facilities: (1)	Senior unsecured notes and term credit facilities: (1)											Senior unsecured notes and term credit facilities: (1)
U.S. Dollar senior unsecured notes	U.S. Dollar senior unsecured notes	9,900,000		—		1,350,000		1,950,000		6,600,000		U.S. Dollar senior unsecured notes	$	9,900,000	$	—	$	2,600,000	$	1,200,000	$	6,100,000
Canadian Dollar senior unsecured notes (2)	Canadian Dollar senior unsecured notes (2)	218,150		—		—		—		218,150		Canadian Dollar senior unsecured notes (2)	221,811		—		—		221,811		—
Pounds Sterling senior unsecured notes (2)	Pounds Sterling senior unsecured notes (2)	1,169,070		—		—		—		1,169,070		Pounds Sterling senior unsecured notes (2)	1,298,745		—		—		—		1,298,745
U.S. Dollar term credit facility	U.S. Dollar term credit facility	1,010,000		—		—		10,000		1,000,000		U.S. Dollar term credit facility	1,010,000		—		10,000		1,000,000		—
Canadian Dollar term credit facility (2)	Canadian Dollar term credit facility (2)	181,792		—		—		—		181,792		Canadian Dollar term credit facility (2)	184,843		—		—		184,843		—
Secured debt: (1,2)	Secured debt: (1,2)											Secured debt: (1,2)
Consolidated	Consolidated	2,121,321		268,769		812,528		348,231		691,793		Consolidated	2,506,808		550,304		663,823		326,319		966,362
Unconsolidated	Unconsolidated	1,280,628		80,281		326,321		573,364		300,662		Unconsolidated	1,318,901		235,171		700,068		185,821		197,841
Contractual interest obligations: (3)	Contractual interest obligations: (3)											Contractual interest obligations: (3)
Unsecured credit facility and commercial paper		84,895		5,660		45,277		33,958		—

Senior unsecured notes and term loans (2)	Senior unsecured notes and term loans (2)	3,800,590		147,940		934,052		744,156		1,974,442		Senior unsecured notes and term loans (2)	3,918,263		482,474		914,524		717,563		1,803,702
Consolidated secured debt (2)	Consolidated secured debt (2)	279,129		20,845		116,629		65,387		76,268		Consolidated secured debt (2)	518,918		80,378		155,596		110,274		172,670
Unconsolidated secured debt (2)	Unconsolidated secured debt (2)	186,331		13,649		85,751		33,747		53,184		Unconsolidated secured debt (2)	170,369		40,821		60,850		22,842		45,856
Financing lease liabilities (4)	Financing lease liabilities (4)	203,917		1,803		71,634		3,354		127,126		Financing lease liabilities (4)	206,650		70,014		5,632		3,606		127,398
Operating lease liabilities (4)	Operating lease liabilities (4)	964,562		4,850		38,282		31,013		890,417		Operating lease liabilities (4)	959,766		15,277		35,707		31,403		877,379
Purchase obligations (5)	Purchase obligations (5)	2,154,950		410,314		1,519,367		225,269		—		Purchase obligations (5)	2,252,308		1,228,576		955,820		67,912		—

Total contractual obligations	Total contractual obligations	$	22,057,539	$	544,207	$	3,781,993	$	4,448,435	$	13,282,904	Total contractual obligations	$	24,467,382	$	2,703,015	$	6,102,020	$	4,072,394	$	11,589,953

(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.	(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.											(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.
(2) Based on foreign currency exchange rates in effect as of the balance sheet date.	(2) Based on foreign currency exchange rates in effect as of the balance sheet date.											(2) Based on foreign currency exchange rates in effect as of the balance sheet date.
(3) Based on variable interest rates in effect as of the balance sheet date.	(3) Based on variable interest rates in effect as of the balance sheet date.											(3) Based on variable interest rates in effect as of the balance sheet date.
(4) See Note 6 to our unaudited consolidated financial statements for additional information.	(4) See Note 6 to our unaudited consolidated financial statements for additional information.											(4) See Note 6 to our unaudited consolidated financial statements for additional information.
(5) See Note 13 to our unaudited consolidated financial statements for additional information.	(5) See Note 13 to our unaudited consolidated financial statements for additional information.											(5) See Note 13 to our unaudited consolidated financial statements for additional information.

Capital Structure

Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of ~~September 30, 2022,~~March 31, 2023, we were in compliance in all material respects with the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.

On April 1, 2022, Welltower ~~Inc.~~ and Welltower OP ~~LLC~~ jointly filed with the Securities and Exchange Commission (the “SEC”) an open-ended automatic or “universal” shelf registration statement on Form S-3 covering an indeterminate amount of future offerings of ~~Welltower Inc.’s~~Welltower’s debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP, ~~LLC,~~ warrants and units and Welltower ~~OP LLC’s~~OP’s debt securities and guarantees of debt securities issued by Welltower ~~Inc.~~ to replace Old Welltower’s existing “universal” shelf registration statement filed with the SEC on May 4, 2021. On April 1, 2022, Welltower ~~Inc.~~ also filed with the SEC a registration statement in connection with its

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

enhanced dividend reinvestment plan (“DRIP”) under which it may issue up to 15,000,000 shares of common stock to replace Old Welltower’s existing DRIP registration statement on Form S-3 filed with the SEC on May 4, 2021. As of ~~October 31, 2022,~~April 28, 2023, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement. On April 4, 2022, Welltower ~~Inc.~~and Welltower OP entered into (i) a second amended and restated equity distribution agreement (the “EDA”) with (i) Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BOK Financial Securities, Inc., Capital One Securities Inc., Citigroup Global Markets Inc., Comerica Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, JMP Securities LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents and forward

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

sellers and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $3,000,000,000 aggregate amount of common stock of Welltower ~~Inc.~~ (together with the existing master forward sale confirmations relating thereto, the “ATM Program”), amending and restating the ATM Program entered into on July 30, 2021 to, among other amendments, increase the total amount of shares of common stock that may be offered and sold under the ATM Program from $2,500,000,000 to $3,000,000,000, which amount excludes shares Old Welltower had previously sold pursuant to the prior program. The ATM Program also allows Welltower ~~Inc.~~ to enter into forward sale ~~agreements~~.agreements. As of ~~October 31, 2022,~~April 28, 2023, we had ~~$2,571,105,258~~$682,342,278 of remaining capacity under the ATM Program ~~which excludes~~and there were no outstanding forward sales agreements outstanding for the sale of 17,204,668 shares or approximately $1,420,902,000 with maturity dates in 2023. In addition, we have forward sale agreements for the sale of 759,935 shares or approximately $74,045,000 with maturity dates in 2023 under the July 30, 2021 ATM Program. ~~We expect to physically settle the forward sales for cash proceeds.~~agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.

In connection with the filing of the new “universal” shelf registration statement, Welltower ~~Inc.~~ also filed with the SEC two prospectus supplements that will continue offerings that were previously covered by Old Welltower's prospectus supplements and the accompanying prospectus to the prior registration statement relating to: (i) the registration of up to 620,731 shares of common stock of Welltower ~~Inc.~~ (the “DownREIT Shares”), that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT Units”) of HCN G&L DownREIT, LLC, a Delaware limited liability company (the “DownREIT”), tender such DownREIT Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of Welltower ~~Inc.~~ (including its permitted successors and assigns, the “Managing Member”), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount; and (ii) the registration of up to 475,327 shares of common stock of Welltower Inc. (the “DownREIT II Shares”), that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT II Units,” and collectively with the DownREIT Units, the “Units”) of HCN G&L DownREIT II LLC, a Delaware limited liability company (the “DownREIT II”), tender such DownREIT II Units for redemption by the DownREIT II, and the Managing Member, or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing DownREIT II Shares to the holders instead of or in addition to paying a cash amount. On July 22, 2022, Welltower ~~Inc.~~ filed with the SEC a prospectus supplement relating to the registration of up to 300,026 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the "OP Units") of Welltower OP tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount.

Supplemental Guarantor Information

Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by Welltower, and Welltower OP is ~~99.742%~~99.721% owned by Welltower as of ~~September 30, 2022.~~March 31, 2023. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. The Company has adopted these new rules, which permits subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities, or operations other than financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

Results of Operations

Summary

Our primary sources of revenue include resident fees and services, rent and interest income. Our primary expenses include property operating expenses, depreciation and amortization, interest expense, general and administrative expenses and other expenses. We evaluate our business and make resource allocations on our three business segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI ("SSNOI"), and other supplemental measures include Funds From Operations ("FFO") and EBITDA, which are further discussed below. Please see ~~Non-GAAP~~"Non-GAAP Financial ~~Measures~~Measures" below for additional information and reconciliations. The following is a summary of our results of operations (dollars in thousands, except per share amounts):

Three Months Ended Change Nine Months Ended Change
September 30, September 30, September 30, September 30,
2022 2021 Amount % 2022 2021 Amount %
Net income (loss) $ (2,653) $ 190,336 $ (192,989) n/a $ 158,770 $ 308,285 $ (149,515) (48) %
NICS (6,767) 179,663 (186,430) n/a 144,942 277,466 (132,524) (48) %
FFO 362,863 345,739 17,124 5 % 1,120,086 881,746 238,340 27 %
EBITDA 493,985 585,552 (91,567) (16) % 1,527,315 1,436,017 91,298 6 %
NOI 561,664 510,397 51,267 10 % 1,722,152 1,443,468 278,684 19 %
SSNOI 409,777 384,472 25,305 7 % 1,184,110 1,124,992 59,118 5 %
Per share data (fully diluted):
NICS $ (0.01) $ 0.42 $ (0.43) n/a $ 0.32 $ 0.65 $ (0.33) (51) %
FFO $ 0.78 $ 0.80 $ (0.02) (3) % $ 2.45 $ 2.09 $ 0.36 17 %
Interest coverage ratio 3.39 x 4.81 x (1.42) x (30) % 3.85 x 3.89 x (0.04) x (1) %
Fixed charge coverage ratio 3.10 x 4.22 x (1.12) x (27) % 3.47 x 3.43 x 0.04 x 1 %

~~Seniors Housing Operating~~

~~The following is a summary of our SSNOI at Welltower's share for the Seniors Housing Operating segment (dollars in thousands):~~

QTD Pool YTD Pool
Three Months Ended Change Nine Months Ended Change
September 30, 2022 September 30, 2021 $ % September 30, 2022 September 30, 2021 $ %
SSNOI (1)
$ 153,694 $ 133,144 $ 20,550 15.4 % $ 452,624 $ 416,700 $ 35,924 8.6 %

~~(1)~~ ~~For the QTD and YTD Pools, amounts relate to 554 and 518 same store properties, respectively. Please see Non-GAAP Financial Measures for additional information and reconciliations.~~

3933

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


	Three Months Ended	Change
		March 31,			March 31,
		2023			2022			Amount			%
Net income (loss)		$	28,635		$	65,751		$	(37,116)		(56)	%
NICS		25,673			61,925			(36,252)			(59)	%
FFO		386,062			347,635			38,427			11	%
EBITDA		515,195			496,548			18,647			4	%
NOI		602,976			542,035			60,941			11	%
SSNOI		439,449			402,216			37,233			9	%
Per share data (fully diluted):
NICS		$	0.05		$	0.14		$	(0.09)		(64)	%
FFO		$	0.78		$	0.77		$	0.01		1	%

Interest coverage ratio		3.44		x	4.03		x	(0.59)		x	(15)	%
Fixed charge coverage ratio		3.13		x	3.57		x	(0.44)		x	(12)	%

Seniors Housing Operating

The following is a summary of our results of operations for the Seniors Housing Operating segment (dollars in thousands):


		Three Months Ended				Change				Nine Months Ended				Change					Three Months Ended	Change
		September 30,		September 30,						September 30,		September 30,								March 31,		March 31,
		2022		2021		$		%		2022		2021		$		%				2023		2022		$		%
Revenues:	Revenues:																	Revenues:
Resident fees and services	Resident fees and services	$	1,068,706	$	835,617	$	233,089	28	%	$	3,073,040	$	2,299,972	$	773,068	34	%	Resident fees and services		$	1,131,685	$	994,335	$	137,350	14	%
Interest income	Interest income	2,155		1,135		1,020		90	%	5,255		3,110		2,145		69	%	Interest income		2,551		1,417		1,134		80	%
Other income	Other income	1,739		2,767		(1,028)		(37)	%	62,127		5,388		56,739		n/a		Other income		2,445		860		1,585		184	%
Total revenues	Total revenues	1,072,600		839,519		233,081		28	%	3,140,422		2,308,470		831,952		36	%	Total revenues		1,136,681		996,612		140,069		14	%
Property operating expenses	Property operating expenses	841,914		666,610		175,304		26	%	2,421,141		1,804,939		616,202		34	%	Property operating expenses		883,784		789,928		93,856		12	%
NOI (1)	NOI (1)	230,686		172,909		57,777		33	%	719,281		503,531		215,750		43	%	NOI (1)		252,897		206,684		46,213		22	%
Other expenses:	Other expenses:																	Other expenses:
Depreciation and amortization	Depreciation and amortization	235,984		157,176		78,808		50	%	629,955		420,797		209,158		50	%	Depreciation and amortization		220,407		192,793		27,614		14	%
Interest expense	Interest expense	9,022		9,360		(338)		(4)	%	24,153		31,331		(7,178)		(23)	%	Interest expense		11,487		7,650		3,837		50	%
Loss (gain) on extinguishment of debt, net	Loss (gain) on extinguishment of debt, net	—		—		—		n/a		385		(1,537)		1,922		125	%	Loss (gain) on extinguishment of debt, net		—		(15)		15		100	%
Provision for loan losses, net	Provision for loan losses, net	198		152		46		30	%	807		222		585		264	%	Provision for loan losses, net		(73)		267		(340)		(127)	%
Impairment of assets	Impairment of assets	—		—		—		n/a		—		22,317		(22,317)		(100)	%	Impairment of assets		12,629		—		12,629		n/a
Other expenses	Other expenses	8,341		5,449		2,892		53	%	45,781		12,617		33,164		263	%	Other expenses		17,579		8,191		9,388		115	%
		253,545		172,137		81,408		47	%	701,081		485,747		215,334		44	%			262,029		208,886		53,143		25	%
Income (loss) from continuing operations before income taxes and other items	Income (loss) from continuing operations before income taxes and other items	(22,859)		772		(23,631)		n/a		18,200		17,784		416		2	%	Income (loss) from continuing operations before income taxes and other items		(9,132)		(2,202)		(6,930)		(315)	%
Income (loss) from unconsolidated entities	Income (loss) from unconsolidated entities	(8,788)		(15,810)		7,022		44	%	(39,239)		(23,514)		(15,725)		(67)	%	Income (loss) from unconsolidated entities		(15,589)		(17,782)		2,193		12	%
Gain (loss) on real estate dispositions, net	Gain (loss) on real estate dispositions, net	1,146		(615)		1,761		286	%	2,623		4,552		(1,929)		(42)	%	Gain (loss) on real estate dispositions, net		833		2,701		(1,868)		(69)	%
Income from continuing operations	Income from continuing operations	(30,501)		(15,653)		(14,848)		(95)	%	(18,416)		(1,178)		(17,238)		n/a		Income from continuing operations		(23,888)		(17,283)		(6,605)		(38)	%
Net income (loss)	Net income (loss)	(30,501)		(15,653)		(14,848)		(95)	%	(18,416)		(1,178)		(17,238)		n/a		Net income (loss)		(23,888)		(17,283)		(6,605)		(38)	%
Less: Net income (loss) attributable to noncontrolling interests	Less: Net income (loss) attributable to noncontrolling interests	(4,896)		(2,178)		(2,718)		(125)	%	(13,128)		367		(13,495)		n/a		Less: Net income (loss) attributable to noncontrolling interests		(3,317)		(5,381)		2,064		38	%
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	(25,605)	$	(13,475)	$	(12,130)	(90)	%	$	(5,288)	$	(1,545)	$	(3,743)	(242)	%	Net income (loss) attributable to common stockholders		$	(20,571)	$	(11,902)	$	(8,669)	(73)	%

(1) See Non-GAAP Financial Measures below.
(1) See "Non-GAAP Financial Measures" below for additional information and reconciliations.																		(1) See "Non-GAAP Financial Measures" below for additional information and reconciliations.

Resident fees and services and property operating expenses increased for the three ~~and nine~~ month periods ended ~~September 30, 2022~~March 31, 2023 compared to the same ~~periods~~period in the prior year primarily due to acquisitions ~~including the acquisition of the Holiday Retirement portfolio on July 30, 2021 for a total purchase price of $1.6 billion. The increases were partially offset by property dispositions.~~

~~Our~~outpacing dispositions during 2022 and year to date 2023. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which ~~has steadily increased~~have continued to increase since the same period in ~~recent months. As of September 30, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining and activities.~~the prior year. Average occupancy is as follows:


		Three Months Ended(1)									Three Months Ended(1)
		March 31,		June 30,		September 30,		December 31,			March 31,		June 30,		September 30,		December 31,
2021		72.7	%	73.0	%	74.9	%	76.3	%
2022	2022	76.3	%	77.1	%	78.0	%			2022	76.3	%	77.1	%	78.0	%	78.3	%
2023										2023	79.0	%

(1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners' noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development.

Effective on April 1, 2022, our leasehold interest relating to the master lease with National Health Investors, Inc. ("NHI") for 17 properties assumed in conjunction with the Holiday Retirement acquisition was terminated as a result of the transition or sale of the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation with NHI. In conjunction with the agreement, a wholly owned subsidiary and the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in conjunction with the lease termination, during the nine months ended September 30, 2022 we recognized $58,621,000 in other income on our Consolidated Statements of Comprehensive Income, from the derecognition of the right of use asset and related lease liability.

4034

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Property-level operating expenses associated with~~The following is a summary of our SSNOI at Welltower's share for the ~~COVID-19 pandemic related to our~~ Seniors Housing Operating ~~portfolio totaled $8,134,000~~segment (dollars in thousands):


	QTD Pool
	Three Months Ended				Change
	March 31, 2023		March 31, 2022		$		%
SSNOI (1)	$	211,306	$	177,089	$	34,217	19.3	%

(1) For the QTD Pool, amounts relate to 746 same store properties. Please see "Non-GAAP Financial Measures" below for additional information and ~~$28,152,000 for the three and nine ended September 30, 2022, respectively, as compared to~~ ~~$8,842,000 and $53,767,000 dur~~ing the three and nine months ended September 30, 2021, respectively. These expenses were incurred as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective equipment and supplies. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice.

In 2021 and 2022, we received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic, as well as under similar programs in the U.K. and Canada. We recognized $5,573,000 and $33,137,000 during the three and nine months ended September 30, 2022, respectively, as compared to ~~$10,965,000 and $78,670,000 during the three and nine ended September 30, 2021, respectively. These grants represent a reduction to property operating expenses in our Consolidated Statements of Comprehensive Income.~~

The fluctuations in depreciation and amortization are due to acquisitions, dispositions and transitions. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.reconciliations.

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2023, we recorded impairment charges of ~~$22,317,000~~$12,252,000 related to ~~two~~three held for ~~use~~sale properties infor which the carrying values exceeded the estimated fair value less costs to sell and $377,000 related to one held for use property for which the carrying value exceeded the estimated fair value. No impairment was recorded during the same period in 2022. Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions and operator transitions. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices.

Depreciation and amortization fluctuates as a result of acquisitions, dispositions and transitions. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we completed ~~four conversions~~one conversion representing ~~$182,421,000~~$26,711,667 or ~~$444,929~~$193,563 per unit. The following is a summary of our Seniors Housing Operating construction projects in process, excluding expansions ~~pending as of September 30, 2022~~ (dollars in thousands):


As of March 31, 2023
Expected Conversion Year(1)	Properties	Units/Beds	Anticipated Remaining Funding		Construction in Progress Balance
2023	9	1,216	$	67,110	$	272,677
2024	15	2,439	529,421		404,803
2025	2	665	124,569		27,936
TBD(2)	11				106,173
Total	37				$	811,589

(1) Properties expected to be converted in phases over multiple years are reflected in the last expected year.
(2) Represents projects for which a final budget or expected conversion date are not yet known.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

MSA Units/Beds Commitment Balance
Est. Completion(2)
Greater London 82 $ 38,969 $ 19,613 4Q22
Dallas 193 38,054 30,822 4Q22 - 1Q23
Cleveland 119 14,462 13,527 4Q22
Birmingham, UK 66 13,361 12,683 4Q22
Leicester 60 12,470 11,122 4Q22
New York 72 42,669 27,762 1Q23
Austin 196 39,500 23,911 1Q23 - 2Q23
Austin 188 36,215 27,421 1Q23 - 2Q23
Dallas 57 17,219 8,616 1Q23 - 2Q23
Coventry 76 17,049 12,055 1Q23
Pittsburgh 116 14,684 14,115 1Q23
Meadville, PA 128 13,861 13,861 1Q23
Charlotte 328 91,836 58,550 2Q23 - 3Q23
Barnstable Town, MA 120 31,454 31,454 2Q23
Hartford 128 22,146 22,146 2Q23
Hartford 122 20,747 20,747 2Q23
Boston 167 82,446 28,488 3Q23
Phoenix 199 54,754 11,190 3Q23 - 4Q23
Phoenix 204 53,400 16,903 3Q23 - 4Q23
Tampa 206 52,493 7,664 4Q23 - 1Q24
Houston 130 32,075 6,737 4Q23 - 1Q24
Kansas City 134 21,074 21,074 4Q23
Cincinnati 122 18,206 4,366 4Q23
Naples, FL 188 56,910 9,244 1Q24 - 2Q24
Dallas 52 16,531 3,435 1Q24 - 2Q24
Washington D.C. 302 173,548 63,706 2Q24
Boston 160 148,590 60,701 2Q24
Washington D.C. 124 126,200 38,223 2Q24
Killeen, TX 245 66,265 7,994 3Q24 - 4Q24
4,284 $ 1,367,188 628,130
Austin(1)
5,033
Austin(1)
3,720
Baltimore(1)
9,865
Boise(1)
35,139
Boise(1)
13,000
Boise(1)
5,783
Boston(1)
9,944
Columbus(1)
15,306
Dallas(1)
3,670
Kansas City(1)
13,963
Raleigh(1)
3,684
Toronto(1)
48,440
$ 795,677
(1) Final units/beds, commitment amount and expected conversion date not yet known.
(2) Estimated completion ranges relate to projects to be delivered in phases.

Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt. The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (dollars in thousands):


	Three Months Ended
	March 31, 2023				March 31, 2022
	Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate
Beginning balance	$	1,701,939	4.32	%	$	1,599,522	2.81	%
Debt transferred	—		—	%	32,478		4.79	%
Debt issued	362,900		4.97	%	5,385		3.08	%
Debt assumed	6,482		4.21	%	—		—	%
Debt extinguished	—		—	%	(94,647)		4.21	%


Principal payments	(13,007)		3.86	%	(12,998)		2.92	%
Foreign currency	304		4.39	%	24,733		2.73	%
Ending balance	$	2,058,618	4.58	%	$	1,554,473	2.83	%

Monthly averages	$	1,822,546	4.44	%	$	1,606,723	2.84	%

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

Three Months Ended Nine Months Ended
September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021
Amount Weighted Average Interest Rate Amount Weighted Average Interest Rate Amount Weighted Average Interest Rate Amount Weighted Average Interest Rate
Beginning balance $ 1,677,092 3.34 % $ 1,645,290 2.83 % $ 1,599,522 2.81 % $ 1,706,189 3.05 %
Debt transferred — — % — — % 32,478 4.79 % — — %
Debt issued 79,461 4.75 % 2,693 3.75 % 89,804 4.57 % 2,693 3.75 %
Debt assumed — — % — — % 221,159 4.32 % — — %
Debt extinguished (64,850) 4.67 % — — % (220,413) 4.35 % (66,593) 6.01 %
Principal payments (11,244) 3.38 % (13,172) 2.93 % (35,757) 3.11 % (37,418) 3.00 %
Foreign currency (65,242) 3.36 % (22,415) 2.75 % (71,576) 3.17 % 7,525 2.85 %
Ending balance $ 1,615,217 3.87 % $ 1,612,396 2.83 % $ 1,615,217 3.87 % $ 1,612,396 2.83 %
Monthly averages $ 1,653,740 3.69 % $ 1,622,685 2.82 % $ 1,621,876 3.16 % $ 1,660,377 2.90 %

The majority of our Seniors Housing Operating properties are formed through partnership interests. Income from unconsolidated entities recognized during the nine months ended September 30, 2021 includes a gain recognized from the sale of a home health business owned by one of our unconsolidated entities. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures. The fluctuation during the three and nine month periods relates primarily to our partners' share of reserves for previously recognized straight-line receivables.

~~Triple-net~~

~~The following is a summary of our SSNOI at Welltower's share for the Triple-net segment (dollars in thousands):~~

QTD Pool YTD Pool
Three Months Ended Change Nine Months Ended Change
September 30, 2022 September 30, 2021 $ % September 30, 2022 September 30, 2021 $ %
SSNOI (1)
$ 149,479 $ 146,122 $ 3,357 2.3 % $ 426,233 $ 408,770 $ 17,463 4.3 %

~~(1)~~ ~~For the QTD and YTD Pools, amounts relate to 562 and 532 same store properties, respectively. Please see Non-GAAP Financial Measures for additional information and reconciliations.~~

4335

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The majority of our Seniors Housing Operating properties are formed through partnership interests. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures.

Triple-net

The following is a summary of our results of operations for the Triple-net segment (dollars in thousands):

Three Months Ended Change Nine Months Ended Change
September 30, September 30, September 30, September 30,
2022 2021 $ % 2022 2021 $ %
Revenues:
Rental income $ 191,443 $ 200,641 $ (9,198) (5) % $ 584,626 $ 557,829 $ 26,797 5 %
Interest income 35,556 38,257 (2,701) (7) % 108,454 86,040 22,414 26 %
Other income 1,820 1,087 733 67 % 5,262 3,539 1,723 49 %
Total revenues 228,819 239,985 (11,166) (5) % 698,342 647,408 50,934 8 %
Property operating expenses 11,495 11,664 (169) (1) % 34,197 37,132 (2,935) (8) %
NOI (1)
217,324 228,321 (10,997) (5) % 664,145 610,276 53,869 9 %
Other expenses:
Depreciation and amortization 57,338 54,226 3,112 6 % 160,403 165,299 (4,896) (3) %
Interest expense 196 1,548 (1,352) (87) % 830 5,134 (4,304) (84) %
Loss (gain) on derivatives and financial instruments, net 6,905 (8,078) 14,983 185 % 8,076 (6,503) 14,579 224 %
Provision for loan losses, net 290 (323) 613 190 % (951) 10,549 (11,500) (109) %
Impairment of assets 3,595 1,490 2,105 141 % 3,595 24,222 (20,627) (85) %
Other expenses 820 (4,248) 5,068 119 % 12,327 4,845 7,482 154 %
69,144 44,615 24,529 55 % 184,280 203,546 (19,266) (9) %
Income (loss) from continuing operations before income taxes and other items 148,180 183,706 (35,526) (19) % 479,865 406,730 73,135 18 %
Income (loss) from unconsolidated entities 3,167 5,038 (1,871) (37) % 24,584 14,822 9,762 66 %
Gain (loss) on real estate dispositions, net 674 81,712 (81,038) (99) % 18,994 126,463 (107,469) (85) %
Income from continuing operations 152,021 270,456 (118,435) (44) % 523,443 548,015 (24,572) (4) %
Net income 152,021 270,456 (118,435) (44) % 523,443 548,015 (24,572) (4) %
Less: Net income (loss) attributable to noncontrolling interests 7,675 11,917 (4,242) (36) % 21,981 26,722 (4,741) (18) %
Net income attributable to common stockholders $ 144,346 $ 258,539 $ (114,193) (44) % $ 501,462 $ 521,293 $ (19,831) (4) %
(1) See Non-GAAP Financial Measures below.

Rental income has decreased primarily due to property dispositions during 2021 and 2022, including 51 properties during the year ended December 31, 2021 with a book amount of $486,369,000 and ten properties during the nine months ended September 30, 2022 with a book amount of $89,827,000. Additionally, during the nine months ended September 30, 2021, we recorded reserves of previously recognized straight-line receivables of $49,241,000.


	Three Months Ended	Change
		March 31,		March 31,
		2023		2022		$		%
Revenues:
Rental income		$	202,419	$	196,001	$	6,418	3	%
Interest income		33,763		37,506		(3,743)		(10)	%
Other income		1,883		1,656		227		14	%
Total revenues		238,065		235,163		2,902		1	%
Property operating expenses		11,723		11,211		512		5	%
NOI (1)		226,342		223,952		2,390		1	%
Other expenses:
Depreciation and amortization		54,528		53,504		1,024		2	%
Interest expense		(15)		314		(329)		(105)	%
Loss (gain) on derivatives and financial instruments, net		930		2,578		(1,648)		(64)	%

Provision for loan losses, net		850		(1,065)		1,915		180	%

Other expenses		2,467		11,044		(8,577)		(78)	%
		58,760		66,375		(7,615)		(11)	%
Income (loss) from continuing operations before income taxes and other items		167,582		157,577		10,005		6	%
Income (loss) from unconsolidated entities		8,432		15,543		(7,111)		(46)	%
Gain (loss) on real estate dispositions, net		520		20,449		(19,929)		(97)	%
Income from continuing operations		176,534		193,569		(17,035)		(9)	%
Net income		176,534		193,569		(17,035)		(9)	%
Less: Net income (loss) attributable to noncontrolling interests		5,903		7,065		(1,162)		(16)	%
Net income attributable to common stockholders		$	170,631	$	186,504	$	(15,873)	(9)	%

(1) See "Non-GAAP Financial Measures" below for additional information and reconciliations.

Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may not continue to increase. For the three months ended ~~September 30, 2022,~~March 31, 2023, we had 1223 leases with rental rate increases ranging from ~~2.50~~%0.58% to ~~9.12~~43.39% in our Triple-net portfolio. Our Triple-net operators are experiencing similar impacts on occupancy and operating costs due to the COVID-19 pandemic to our Seniors Housing Operating properties. Long-term/post-acute facilities have generally experienced

The following is a ~~higher degree of occupancy declines which in some cases impacted the ability~~summary of our SSNOI at Welltower's share for the Triple-net ~~operators~~segment (dollars in thousands):


	QTD Pool
	Three Months Ended				Change
	March 31, 2023		March 31, 2022		$		%
SSNOI (1)	$	117,716	$	116,780	$	936	0.8	%

(1) For the QTD Pool, amounts relate to ~~make contractual rent payments to us. However, many of our Triple-net operators received funds under the CARES Act Paycheck Protection Program~~415 same store properties. Please see "Non-GAAP Financial Measures" below for additional information and ~~the Provider Relief Fund.~~reconciliations.

Depreciation and amortization fluctuates as a result of the acquisitions, dispositions and segment transitions of Triple-net properties. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.

~~The increase to interest income during the nine months ended September 30, 2022 is primarily driven by interest recognized on senior loan financings~~ ~~of £540,000,000 m~~ade to affiliates of Safanad as part of the recapitalization of its investment in HC-One Group during the second quarter 2021. Additionally during the nine months ended September 30, 2021, we recognized a provision for loan losses under the current expected credit losses accounting standard, primarily related to the initial recognition of that loan.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

During the nine months ended September 30, 2022, we recorded impairment charges of $3,595,000 related to two held for use properties. During the nine months ended September 30, 2021, we recorded impairment charges of $24,222,000 related to four held for sale properties and two held for use properties. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, there were no Triple-net construction projects ~~completed; however, four projects transitioned out of the Triple-net segment and into the Seniors Housing Operating segment. Additionally, one project transitioned from consolidated to unconsolidated.~~completed. The following is a summary of our consolidated Triple-net construction projects in process, excluding expansions ~~pending as of September 30, 2022~~ (dollars in thousands):

MSA Units/Beds Commitment Balance Est. Completion
Raleigh 191 $ 154,142 $ 105,769 2Q23


As of March 31, 2023
Expected Conversion Year	Properties	Units/Beds	Anticipated Remaining Funding		Construction in Progress Balance
2023	1	191	$	32,701	$	121,441

During the ~~nine~~three months ended ~~September 30,~~March 31, 2022, loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market of the equity warrants received as part of the Safanad/HC-One transaction that closed in the second quarter of 2021. In addition, the mark-to-market adjustment on our Genesis ~~Healthcare~~HealthCare available-for-sale investment is reflected in all periods.

Interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The following is a summary of our Triple-net secured debt principal activity for the periods presented (dollars in thousands):


		Three Months Ended								Nine Months Ended									Three Months Ended
		September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021					March 31, 2023				March 31, 2022
		Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate			Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate
Beginning balance	Beginning balance	$	39,622	4.39	%	$	122,566	4.91	%	$	72,536	4.57	%	$	123,652	4.91	%	Beginning balance	$	39,179	4.39	%	$	72,536	4.57	%

Debt transferred	Debt transferred	—		—	%	—		—	%	(32,478)		4.79	%	—		—	%	Debt transferred	—		—	%	(32,478)		4.79	%

Principal payments	Principal payments	(219)		4.37	%	(1,241)		5.16	%	(655)		4.37	%	(3,708)		5.16	%	Principal payments	(230)		4.37	%	(221)		4.37	%
Foreign currency		—		—	%	(1,034)		5.43	%	—		—	%	347		5.43	%

Ending balance	Ending balance	$	39,403	4.39	%	$	120,291	4.91	%	$	39,403	4.39	%	$	120,291	4.91	%	Ending balance	$	38,949	4.39	%	$	39,837	4.39	%

Monthly averages	Monthly averages	$	39,475	4.39	%	$	121,051	4.91	%	$	39,694	4.39	%	$	122,582	4.91	%	Monthly averages	$	39,029	4.39	%	$	39,914	4.39	%

A portion of our Triple-net properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The ~~increase~~decrease in income from unconsolidated entities ~~during the nine months ended September 30, 2022~~ is primarily related to the ~~write off~~restructure of ~~straight-line rent payable balances on~~ an unconsolidated joint venture ~~that was restructured.~~into a consolidated structure. Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Outpatient Medical

~~The following is a summary of our SSNOI at Welltower's share for the Outpatient Medical segment (dollars in thousands):~~

QTD Pool YTD Pool
Three Months Ended Change Nine Months Ended Change
September 30, 2022 September 30, 2021 $ % September 30, 2022 September 30, 2021 $ %
SSNOI (1)
$ 106,604 $ 105,206 $ 1,398 1.3 % $ 305,253 $ 299,522 $ 5,731 1.9 %

~~(1)~~ ~~For the QTD and YTD Pools, amounts relate to 354 and 350 same store properties, respectively. Please see Non-GAAP Financial Measures for additional information and reconciliations.~~

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

The following is a summary of our results of operations for the Outpatient Medical segment for the periods presented (dollars in thousands):


		Three Months Ended				Change				Nine Months Ended				Change					Three Months Ended	Change
		September 30,		September 30,						September 30,		September 30,								March 31,		March 31,
		2022		2021		$		%		2022		2021		$		%				2023		2022		$		%
Revenues:	Revenues:																	Revenues:
Rental income	Rental income	$	170,540	$	157,343	$	13,197	8	%	$	495,158	$	457,721	$	37,437	8	%	Rental income		$	181,640	$	160,389	$	21,251	13	%
Interest income	Interest income	80		472		(392)		(83)	%	216		8,741		(8,525)		(98)	%	Interest income		91		71		20		28	%
Other income	Other income	1,558		1,688		(130)		(8)	%	6,449		8,336		(1,887)		(23)	%	Other income		3,100		2,863		237		8	%
Total revenues	Total revenues	172,178		159,503		12,675		8	%	501,823		474,798		27,025		6	%	Total revenues		184,831		163,323		21,508		13	%
Property operating expenses	Property operating expenses	52,921		48,072		4,849		10	%	153,484		140,430		13,054		9	%	Property operating expenses		58,365		49,915		8,450		17	%
NOI (1)	NOI (1)	119,257		111,431		7,826		7	%	348,339		334,368		13,971		4	%	NOI (1)		126,466		113,408		13,058		12	%
Other expenses:	Other expenses:																	Other expenses:
Depreciation and amortization	Depreciation and amortization	60,377		56,352		4,025		7	%	177,724		166,969		10,755		6	%	Depreciation and amortization		64,177		57,791		6,386		11	%
Interest expense	Interest expense	4,343		4,811		(468)		(10)	%	13,441		12,733		708		6	%	Interest expense		4,104		4,567		(463)		(10)	%
Loss (gain) on extinguishment of debt, net	Loss (gain) on extinguishment of debt, net	2		(5)		7		140	%	9		(5)		14		280	%	Loss (gain) on extinguishment of debt, net		5		3		2		67	%
Provision for loan losses, net	Provision for loan losses, net	2		(100)		102		102	%	(5)		(3,462)		3,457		100	%	Provision for loan losses, net		—		(6)		6		100	%
Impairment of assets		761		—		761		n/a		761		2,211		(1,450)		(66)	%

Other expenses	Other expenses	366		640		(274)		(43)	%	1,362		2,450		(1,088)		(44)	%	Other expenses		547		789		(242)		(31)	%
		65,851		61,698		4,153		7	%	193,292		180,896		12,396		7	%			68,833		63,144		5,689		9	%
Income (loss) from continuing operations before income taxes and other items	Income (loss) from continuing operations before income taxes and other items	53,406		49,733		3,673		7	%	155,047		153,472		1,575		1	%	Income (loss) from continuing operations before income taxes and other items		57,633		50,264		7,369		15	%
Income (loss) from unconsolidated entities	Income (loss) from unconsolidated entities	(1,077)		(5,060)		3,983		79	%	(1,985)		(2,067)		82		4	%	Income (loss) from unconsolidated entities		86		(645)		731		113	%
Gain (loss) on real estate dispositions, net	Gain (loss) on real estate dispositions, net	(606)		38,857		(39,463)		(102)	%	(1,001)		92,687		(93,688)		(101)	%	Gain (loss) on real estate dispositions, net		(606)		(216)		(390)		(181)	%
Income from continuing operations	Income from continuing operations	51,723		83,530		(31,807)		(38)	%	152,061		244,092		(92,031)		(38)	%	Income from continuing operations		57,113		49,403		7,710		16	%
Net income (loss)	Net income (loss)	51,723		83,530		(31,807)		(38)	%	152,061		244,092		(92,031)		(38)	%	Net income (loss)		57,113		49,403		7,710		16	%
Less: Net income (loss) attributable to noncontrolling interests	Less: Net income (loss) attributable to noncontrolling interests	1,636		934		702		75	%	5,276		3,733		1,543		41	%	Less: Net income (loss) attributable to noncontrolling interests		682		2,142		(1,460)		(68)	%
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	50,087	$	82,596	$	(32,509)	(39)	%	$	146,785	$	240,359	$	(93,574)	(39)	%	Net income (loss) attributable to common stockholders		$	56,431	$	47,261	$	9,170	19	%

(1) See Non-GAAP Financial Measures.
(1) See "Non-GAAP Financial Measures" below for additional information and reconciliations.																		(1) See "Non-GAAP Financial Measures" below for additional information and reconciliations.

Rental income has increased due primarily to acquisitions and construction conversions that occurred during ~~2021~~2022 and the year to date in ~~2022. Certain~~2023. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income. For the three months ended ~~September 30, 2022,~~March 31, 2023, our consolidated outpatient medical portfolio signed ~~128,773~~80,010 square feet of new leases and ~~350,715~~539,121 square feet of renewals. The weighted-average term of these leases was seven years, with a rate of $~~40.08~~$32.21 per square foot and tenant improvement and lease commission costs of $~~25.27~~$13.81 per square foot. Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from ~~1.0~~%1.0% to ~~5.5~~%9.0%.

The decrease in interest income for the nine months ended September 30, 2022 is due primarily to a $178,207,000 first mortgage loan initiated in August 2020, which was subsequently repaid in full in June of 2021, resulting in the reversal of the previously established allowance for credit losses.

The fluctuations in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during ~~2021~~2022 and year to date in ~~2022.~~2023. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.

The following is a summary of our SSNOI at Welltower's share for the Outpatient Medical segment (dollars in thousands):


	QTD Pool
	Three Months Ended				Change
	March 31, 2023		March 31, 2022		$		%
SSNOI (1)	$	110,423	$	108,347	$	2,076	1.9	%

(1) For the QTD Pool, amounts relate to 371 same store properties. Please see "Non-GAAP Financial Measures" below for additional information and reconciliations.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we ~~recognized an impairment charge of $761,000 related to~~completed one held for use property. During the nine months ended September 30, 2021, we recognized an impairment charge of $2,211,000 related to one held for sale property. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs. Changes in gains/losses on sales of properties are related to volume of property sales and the sales prices.

~~During the nine months ended September 30, 2022, there were no Outpatient Medical construction projects completed.~~conversion representing $9,351,000 or $555 per square foot. The following is a summary of the consolidated Outpatient Medical construction projects in process, excluding expansions ~~pending as of September 30, 2022~~ (dollars in thousands):

4638

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

MSA Square Feet Commitment Balance Est. Completion
Tyler, TX 85,214 $ 35,369 $ 28,201 4Q22
Houston 36,500 18,031 14,763 4Q22
Houston 16,835 9,935 2,950 1Q23
Beaumont-Port Arthur, TX 35,831 11,822 2,952 2Q23
Houston 16,830 9,077 1,594 2Q23
191,210 $ 84,234 50,460
Charlotte, NC(1)
32,702
$ 83,162
(1) Final square feet, commitment amount and expected conversion date not yet known.


As of March 31, 2023
Expected Conversion Year	Properties	Square Feet	Anticipated Remaining Funding		Construction in Progress Balance
2023	3	228,276	$	88,881	$	39,856
2024	2	211,368	118,010		22,478
TBD(1)	2				36,679
Total	7				$	99,013

(1) Represents projects for which a final budget or expected conversion date are not yet known.

Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, extinguishments and principal amortizations. The following is a summary of our ~~outpatient medical~~Outpatient Medical secured debt principal activity (dollars in thousands):


		Three Months Ended								Nine Months Ended									Three Months Ended
		September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021					March 31, 2023				March 31, 2022
		Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate			Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate
Beginning balance	Beginning balance	$	483,912	3.68	%	$	543,272	3.52	%	$	530,254	3.49	%	$	548,229	3.55	%	Beginning balance	$	388,836	4.38	%	$	530,254	3.49	%

Debt assumed																		Debt assumed	46,741		3.54	%	—		—	%
Debt extinguished	Debt extinguished	(14,898)		4.48	%	(3,551)		6.25	%	(55,839)		4.01	%	(3,551)		6.25	%	Debt extinguished	(24,631)		4.53	%	(6,174)		4.17	%

Principal payments	Principal payments	(2,312)		4.51	%	(2,627)		4.42	%	(7,713)		4.42	%	(7,584)		4.45	%	Principal payments	(1,705)		4.27	%	(2,749)		4.38	%

Ending balance	Ending balance	$	466,702	4.02	%	$	537,094	3.50	%	$	466,702	4.02	%	$	537,094	3.50	%	Ending balance	$	409,241	4.43	%	$	521,331	3.51	%

Monthly averages	Monthly averages	$	477,388	4.04	%	$	539,158	3.51	%	$	503,915	3.72	%	$	543,293	3.53	%	Monthly averages	$	409,860	4.41	%	$	526,392	3.49	%

A portion of our Outpatient Medical properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.

Non-Segment/Corporate

The following is a summary of our results of operations for the Non-Segment/Corporate activities for the periods presented (dollars in thousands):

Three Months Ended Change Nine Months Ended Change
September 30, September 30, September 30, September 30,
2022 2021 $ % 2022 2021 $ %
Revenues:
Other income $ 247 $ 790 $ (543) (69) % $ 1,497 $ 2,175 $ (678) (31) %
Total revenues 247 790 (543) (69) % 1,497 2,175 (678) (31) %
Property operating expenses 5,850 3,054 2,796 92 % 11,110 6,882 4,228 61 %
NOI (1)
(5,603) (2,264) (3,339) (147) % (9,613) (4,707) (4,906) (104) %
Expenses:
Interest expense 126,121 106,803 19,318 18 % 350,704 318,807 31,897 10 %
General and administrative expenses 34,811 32,256 2,555 8 % 109,071 93,618 15,453 17 %
Loss (gain) on extinguishment of debt, net — — — n/a 199 52,506 (52,307) (100) %
Other expenses 5,954 1,734 4,220 243 % 17,246 6,344 10,902 172 %
166,886 140,793 26,093 19 % 477,220 471,275 5,945 1 %
Loss from continuing operations before income taxes and other items (172,489) (143,057) (29,432) (21) % (486,833) (475,982) (10,851) (2) %
Income tax benefit (expense) (3,257) (4,940) 1,683 34 % (11,335) (6,662) (4,673) (70) %
Loss from continuing operations (175,896) (147,997) (27,899) (19) % (498,168) (482,644) (15,524) (3) %
Net loss attributable to common stockholders $ (175,896) $ (147,997) $ (27,899) (19) % $ (498,168) $ (482,644) $ (15,524) (3) %
(1) See Non-GAAP Financial Measures.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~


	Three Months Ended	Change
		March 31,		March 31,
		2023		2022		$		%
Revenues:

Other income		$	1,152	$	606	$	546	90	%
Total revenues		1,152		606		546		90	%
Property operating expenses		3,881		2,615		1,266		48	%
NOI (1)		(2,729)		(2,009)		(720)		(36)	%
Expenses:
Interest expense		128,827		109,165		19,662		18	%
General and administrative expenses		44,371		37,706		6,665		18	%

Other expenses		2,152		6,045		(3,893)		(64)	%
		175,350		152,916		22,434		15	%
Loss from continuing operations before income taxes and other items		(178,079)		(154,925)		(23,154)		(15)	%
Income tax benefit (expense)		(3,045)		(5,013)		1,968		39	%

Loss from continuing operations		(181,124)		(159,938)		(21,186)		(13)	%
Net loss attributable to common stockholders		$	(181,124)	$	(159,938)	$	(21,186)	(13)	%

(1) See "Non-GAAP Financial Measures" below for additional information and reconciliations.

Property operating expenses represent insurance costs related to our captive insurance company, which acts as a direct insurer of property level insurance coverage for our portfolio.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a summary of our Non-Segment/Corporate interest expense for the periods presented (dollars in thousands):


		Three Months Ended				Change				Nine Months Ended				Change					Three Months Ended	Change
		September 30,		September 30,						September 30,		September 30,								March 31,		March 31,
		2022		2021		$		%		2022		2021		$		%				2023		2022		$		%
Senior unsecured notes	Senior unsecured notes	$	112,379	$	100,156	$	12,223	12	%	$	320,048	$	300,292	$	19,756	7	%	Senior unsecured notes		$	120,814	$	101,239	$	19,575	19	%

Unsecured credit facility and commercial paper program	Unsecured credit facility and commercial paper program	8,831		1,799		7,032		391	%	15,698		4,736		10,962		231	%	Unsecured credit facility and commercial paper program		2,406		2,779		(373)		(13)	%
Loan expense	Loan expense	4,911		4,848		63		1	%	14,958		13,779		1,179		9	%	Loan expense		5,607		5,147		460		9	%
Totals	Totals	$	126,121	$	106,803	$	19,318	18	%	$	350,704	$	318,807	$	31,897	10	%	Totals		$	128,827	$	109,165	$	19,662	18	%

The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity. Please refer to Note 11 for additional information. The change in interest expense on our unsecured revolving credit facility and commercial paper program is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 10 for additional information regarding our unsecured revolving credit facility and commercial paper program. Loan expenses represent the amortization of costs incurred in connection with senior unsecured notes issuances. The loss on extinguishment recognized during the nine months ended September 30, 2021 is due primarily to the early extinguishment of $339,128,000 of our 3.75% senior unsecured notes due March 2023 and $334,624,000 of our 3.95% senior unsecured notes due September 2023.

General and administrative expenses as a percentage of consolidated revenues for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 were 2.84%and ~~2021 were 2.51% and 2.73%~~2.70%, respectively. The provision for income taxes primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as TRSs. The fluctuation in the provision for income taxes is primarily related to a revaluation of deferred taxes due to a change in the U.K. tax rate and an adjustment to a deferred tax liability due to the recognition of an impairment charge.

Other

Non-GAAP Financial Measures

We believe that net income and net income attributable to common stockholders, ~~(“NICS”),~~ as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have 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 funds from operations attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.

~~Consolidated net operating income (“NOI”)~~NOI is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property ~~operations.~~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. Same store NOI (“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. We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property ("Welltower Share"). To arrive at Welltower's Share, NOI is adjusted by adding our minority ownership share related to unconsolidated properties and by subtracting the minority partners' noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. 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 SSNOI five full quarters ~~or seven full quarter~~ after acquisition or being placed into service for the QTD ~~Pool and YTD Pool, respectively.~~Pool. Land parcels, loans and sub-leases, as well as any properties sold or

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

classified as held for sale during the respective periods are excluded from SSNOI. 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 SSNOI until five full quarters ~~or seven full quarters~~ post completion of the redevelopment for the QTD ~~Pool and YTD Pool, respectively.~~Pool. Properties undergoing operator transitions and/or segment transitions are also excluded from SSNOI until five full quarters ~~or seven full quarters~~ post completion of the transition for the QTD ~~Pool and YTD Pool, respectively.~~Pool. In addition, properties significantly impacted by force majeure, acts of God, or other extraordinary adverse events are excluded from SSNOI until five full quarters ~~or seven full quarters~~ after the properties are placed back into service for the QTD ~~Pool~~Pool.

Item 2. Management's Discussion and ~~YTD Pool, respectively.~~ Analysis of Financial Condition and Results of Operations

SSNOI excludes non-cash NOI and includes adjustments to present consistent ownership percentages and to translate Canadian properties and U.K. properties using a consistent exchange rate. 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.

EBITDA is defined as earnings (net income) before interest, 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/loss/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, other impairment charges and other adjustments as deemed appropriate. 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. Covenants in our unsecured senior notes and primary credit facility contain financial ratios based on a definition of EBITDA and Adjusted EBITDA that is specific to those agreements. Our leverage ratios are defined as the proportion of net debt to total capitalization and include 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 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. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management. None of our supplemental 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 measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and impairment of assets. Amounts are in thousands except for per share data.

Three Months Ended
September 30, June 30, March 31, December 31, September 30, June 30, March 31,
FFO Reconciliation: 2022 2022 2022 2021 2021 2021 2021
Net income (loss) attributable to common stockholders $ (6,767) $ 89,785 $ 61,925 $ 58,672 $ 179,663 $ 26,257 $ 71,546
Depreciation and amortization 353,699 310,295 304,088 284,501 267,754 240,885 244,426
Impairment of assets 4,356 — — 2,357 1,490 23,692 23,568
Loss (gain) on real estate dispositions, net (1,064) 3,532 (22,934) (11,673) (119,954) (44,668) (59,080)
Noncontrolling interests (14,614) (13,173) (14,753) (13,988) (11,095) (16,591) (12,516)
Unconsolidated entities 27,253 19,150 19,309 19,107 27,881 19,265 19,223
FFO $ 362,863 $ 409,589 $ 347,635 $ 338,976 $ 345,739 $ 248,840 $ 287,167
Average diluted shares outstanding
For net income (loss) purposes 463,366 457,082 449,802 438,719 429,983 419,305 419,079
For FFO purposes 466,950 457,082 449,802 438,719 429,983 419,305 419,079
Per diluted share data:
Net income attributable to common stockholders(1)
$ (0.01) $ 0.20 $ 0.14 $ 0.13 $ 0.42 $ 0.06 $ 0.17
FFO $ 0.78 $ 0.90 $ 0.77 $ 0.77 $ 0.80 $ 0.59 $ 0.69
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.

Nine Months Ended
September 30, September 30,
FFO Reconciliations: 2022 2021
Net income attributable to common stockholders $ 144,942 $ 277,466
Depreciation and amortization 968,082 753,065
Impairment of assets 4,356 48,750
Loss (gain) on real estate dispositions, net (20,466) (223,702)
Noncontrolling interests (42,540) (40,202)
Unconsolidated entities 65,712 66,369
FFO $ 1,120,086 $ 881,746
Average diluted common shares outstanding: 457,999 422,835
Per diluted share data:
Net income attributable to common stockholders(1)
$ 0.32 $ 0.65
FFO $ 2.45 $ 2.09
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.


	Three Months Ended
		March 31,		December 31,		September 30,		June 30,		March 31,
FFO Reconciliation:		2023		2022		2022		2022		2022
Net income (loss) attributable to common stockholders		$	25,673	$	(3,728)	$	(6,767)	$	89,785	$	61,925
Depreciation and amortization		339,112		342,286		353,699		310,295		304,088
Impairment of assets		12,629		13,146		4,356		—		—
Loss (gain) on real estate dispositions, net		(747)		4,423		(1,064)		3,532		(22,934)
Noncontrolling interests		(13,327)		(13,989)		(14,614)		(13,173)		(14,753)
Unconsolidated entities		22,722		15,847		27,253		19,150		19,309
FFO		$	386,062	$	357,985	$	362,863	$	409,589	$	347,635

Average diluted shares outstanding
For net income (loss) purposes		494,494		483,305		463,366		457,082		449,802
For FFO purposes		494,494		486,419		466,950		457,082		449,802

Per diluted share data:
Net income attributable to common stockholders(1)		$	0.05	$	(0.01)	$	(0.01)	$	0.20	$	0.14
FFO		$	0.78	$	0.74	$	0.78	$	0.90	$	0.77

(1) Includes adjustment to the numerator for income (loss) attributable to OP Unitholders.

5041

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of consolidated NOI to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollar amounts are in thousands.


		Three Months Ended															Three Months Ended
		September 30,		June 30,		March 31,		December 31,		September 30,		June 30,		March 31,			March 31,		December 31,		September 30,		June 30,		March 31,
NOI Reconciliations:	NOI Reconciliations:	2022		2022		2022		2021		2021		2021		2021		NOI Reconciliations:	2023		2022		2022		2022		2022
Net income (loss)	Net income (loss)	$	(2,653)	$	95,672	$	65,751	$	66,194	$	190,336	$	45,757	$	72,192	Net income (loss)	$	28,635	$	1,798	$	(2,653)	$	95,672	$	65,751
Loss (gain) on real estate dispositions, net	Loss (gain) on real estate dispositions, net	(1,064)		3,532		(22,934)		(11,673)		(119,954)		(44,668)		(59,080)		Loss (gain) on real estate dispositions, net	(747)		4,423		(1,064)		3,532		(22,934)
Loss (income) from unconsolidated entities	Loss (income) from unconsolidated entities	6,698		7,058		2,884		12,174		15,832		7,976		(13,049)		Loss (income) from unconsolidated entities	7,071		4,650		6,698		7,058		2,884
Income tax expense (benefit)	Income tax expense (benefit)	3,257		3,065		5,013		2,051		4,940		(2,221)		3,943		Income tax expense (benefit)	3,045		(4,088)		3,257		3,065		5,013
Other expenses	Other expenses	15,481		35,166		26,069		15,483		3,575		11,687		10,994		Other expenses	22,745		24,954		15,481		35,166		26,069
Impairment of assets	Impairment of assets	4,356		—		—		2,357		1,490		23,692		23,568		Impairment of assets	12,629		13,146		4,356		—		—
Provision for loan losses, net	Provision for loan losses, net	490		165		(804)		(39)		(271)		6,197		1,383		Provision for loan losses, net	777		10,469		490		165		(804)
Loss (gain) on extinguishment of debt, net	Loss (gain) on extinguishment of debt, net	2		603		(12)		(1,090)		(5)		55,612		(4,643)		Loss (gain) on extinguishment of debt, net	5		87		2		603		(12)
Loss (gain) on derivatives and financial instruments, net	Loss (gain) on derivatives and financial instruments, net	6,905		(1,407)		2,578		(830)		(8,078)		(359)		1,934		Loss (gain) on derivatives and financial instruments, net	930		258		6,905		(1,407)		2,578
General and administrative expenses	General and administrative expenses	34,811		36,554		37,706		33,109		32,256		31,436		29,926		General and administrative expenses	44,371		41,319		34,811		36,554		37,706
Depreciation and amortization	Depreciation and amortization	353,699		310,295		304,088		284,501		267,754		240,885		244,426		Depreciation and amortization	339,112		342,286		353,699		310,295		304,088
Interest expense	Interest expense	139,682		127,750		121,696		121,848		122,522		122,341		123,142		Interest expense	144,403		140,391		139,682		127,750		121,696
Consolidated net operating income (NOI)	Consolidated net operating income (NOI)	$	561,664	$	618,453	$	542,035	$	524,085	$	510,397	$	498,335	$	434,736	Consolidated net operating income (NOI)	$	602,976	$	579,693	$	561,664	$	618,453	$	542,035

NOI by segment:	NOI by segment:															NOI by segment:
Seniors Housing Operating	Seniors Housing Operating	$	230,686	$	281,911	$	206,684	$	180,375	$	172,909	$	160,188	$	170,434	Seniors Housing Operating	$	252,897	$	234,091	$	230,686	$	281,911	$	206,684
Triple-net	Triple-net	217,324		222,869		223,952		230,846		228,321		226,314		155,641		Triple-net	226,342		222,879		217,324		222,869		223,952
Outpatient Medical	Outpatient Medical	119,257		115,674		113,408		113,982		111,431		113,577		109,360		Outpatient Medical	126,466		124,421		119,257		115,674		113,408
Non-segment/corporate	Non-segment/corporate	(5,603)		(2,001)		(2,009)		(1,118)		(2,264)		(1,744)		(699)		Non-segment/corporate	(2,729)		(1,698)		(5,603)		(2,001)		(2,009)
Total NOI	Total NOI	$	561,664	$	618,453	$	542,035	$	524,085	$	510,397	$	498,335	$	434,736	Total NOI	$	602,976	$	579,693	$	561,664	$	618,453	$	542,035

Nine Months Ended
September 30, 2022 September 30, 2021
NOI Reconciliations:
Net income (loss) $ 158,770 $ 308,285
Loss (gain) on real estate dispositions, net (20,466) (223,702)
Loss (income) from unconsolidated entities 16,640 10,759
Income tax expense (benefit) 11,335 6,662
Other expenses 76,716 26,256
Impairment of assets 4,356 48,750
Provision for loan losses, net (149) 7,309
Loss (gain) on extinguishment of debt, net 593 50,964
Loss (gain) on derivatives and financial instruments, net 8,076 (6,503)
General and administrative expenses 109,071 93,618
Depreciation and amortization 968,082 753,065
Interest expense 389,128 368,005
Consolidated net operating income (NOI) $ 1,722,152 $ 1,443,468
NOI by segment:
Seniors Housing Operating $ 719,281 $ 503,531
Triple-net 664,145 610,276
Outpatient Medical 348,339 334,368
Non-segment/corporate (9,613) (4,707)
Total NOI $ 1,722,152 $ 1,443,468
The following is a reconciliation of the properties included in our QTD Pool for SSNOI:


	QTD Pool
SSNOI Property Reconciliations:	Seniors Housing Operating	Triple-net	Outpatient Medical	Total
Consolidated properties	854	575	356	1,785
Unconsolidated properties	105	39	79	223
Total properties	959	614	435	2,008
Recent acquisitions/development conversions(1)	(98)	(13)	(44)	(155)
Under development	(41)	—	(6)	(47)
Under redevelopment(2)	(9)	(6)	(4)	(19)
Current held for sale	(5)	(7)	(1)	(13)
Land parcels, loans and subleases	(21)	(8)	(9)	(38)
Transitions(3)	(29)	(163)	—	(192)
Other(4)	(10)	(2)	—	(12)
Same store properties	746	415	371	1,532

(1) Acquisitions and development conversions will enter the QTD Pool five full quarters after acquisition or certificate of occupancy.
(2) Redevelopment properties will enter the QTD Pool five full quarters of operations post redevelopment completion.
(3) Transitioned properties will enter the QTD Pool after five full quarters of operations with the new operator in place or under the new structure.
(4) Represents properties that are either closed or being closed.

5142

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a reconciliation of our consolidated NOI to same store NOI for the ~~properties included~~periods presented for the respective pools. Dollar amounts are in ~~our QTD Pool for SSNOI:~~thousands.

QTD Pool YTD Pool
SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total
Consolidated properties 843 569 322 1,734 843 569 322 1,734
Unconsolidated properties 96 39 79 214 96 39 79 214
Total properties 939 608 401 1,948 939 608 401 1,948
Recent acquisitions/development conversions(1)
(200) (15) (29) (244) (234) (30) (33) (297)
Under development (48) — (7) (55) (48) — (7) (55)
Under redevelopment(2)
(4) (3) (3) (10) (5) (2) (3) (10)
Current held for sale (2) (11) (1) (14) (2) (11) (1) (14)
Land parcels, loans and subleases (16) (10) (7) (33) (16) (10) (7) (33)
Transitions(3)
(111) (4) — (115) (112) (20) — (132)
Other(4)
(4) (3) — (7) (4) (3) — (7)
Same store properties 554 562 354 1,470 518 532 350 1,400
(1) Acquisitions and development conversions will enter the QTD Pool and YTD Pool after five full quarters and seven full quarters after acquisition or certificate of occupancy, respectively.
(2) Redevelopment properties will enter the QTD Pool and YTD Pool after five full quarters and seven full quarters of operations post redevelopment completion, respectively.
(3) Transitioned properties will enter the QTD Pool and YTD Pool after five full quarters and seven full quarters of operations with the new operator in place or under the new structure, respectively.
(4) Represents properties that are either closed or being closed.


	QTD Pool
	Three Months Ended
SSNOI Reconciliations:	March 31, 2023		March 31, 2022

Seniors Housing Operating:
Consolidated NOI	$	252,897	$	206,684
NOI attributable to unconsolidated investments	12,126		12,751
NOI attributable to noncontrolling interests	(16,260)		(24,392)
NOI attributable to non-same store properties	(35,634)		(12,519)
Non-cash NOI attributable to same store properties	(1,301)		(1,865)
Currency and ownership adjustments (1)	(522)		(3,570)
SSNOI at Welltower Share	211,306		177,089

Triple-net:
Consolidated NOI	226,342		223,952
NOI attributable to unconsolidated investments	9,293		9,955
NOI attributable to noncontrolling interests	(7,608)		(15,338)
NOI attributable to non-same store properties	(95,978)		(91,430)
Non-cash NOI attributable to same store properties	(14,099)		(8,567)
Currency and ownership adjustments (1)	(234)		(1,792)
SSNOI at Welltower Share	117,716		116,780

Outpatient Medical:
Consolidated NOI	126,466		113,408
NOI attributable to unconsolidated investments	4,935		4,830
NOI attributable to noncontrolling interests	(5,188)		(5,240)
NOI attributable to non-same store properties	(11,676)		(1,989)
Non-cash NOI attributable to same store properties	(4,294)		(3,237)
Currency and ownership adjustments (1)	180		575
SSNOI at Welltower Share	110,423		108,347

SSNOI at Welltower Share:
Seniors Housing Operating	211,306		177,089
Triple-net	117,716		116,780
Outpatient Medical	110,423		108,347
Total	$	439,445	$	402,216

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The tables below reflects the reconciliation of EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.


	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
EBITDA Reconciliations:	2023			2022			2022			2022			2022
Net income (loss)	$	28,635		$	1,798		$	(2,653)		$	95,672		$	65,751
Interest expense	144,403			140,391			139,682			127,750			121,696
Income tax expense (benefit)	3,045			(4,088)			3,257			3,065			5,013
Depreciation and amortization	339,112			342,286			353,699			310,295			304,088
EBITDA	$	515,195		$	480,387		$	493,985		$	536,782		$	496,548

Interest Coverage Ratio:
Interest expense	$	144,403		$	140,391		$	139,682		$	127,750		$	121,696
Non-cash interest expense	(5,083)			(4,280)			(6,759)			(6,606)			(4,109)
Capitalized interest	10,335			9,762			8,863			6,387			5,479
Total interest	149,655			145,873			141,786			127,531			123,066
EBITDA	$	515,195		$	480,387		$	493,985		$	536,782		$	496,548
Interest coverage ratio	3.44		x	3.29		x	3.48		x	4.21		x	4.03		x

Fixed Charge Coverage Ratio:
Total interest	$	149,655		$	145,873		$	141,786		$	127,531		$	123,066
Secured debt principal payments	14,942			13,989			13,775			14,382			15,968
Total fixed charges	164,597			159,862			155,561			141,913			139,034
EBITDA	$	515,195		$	480,387		$	493,985		$	536,782		$	496,548
Fixed charge coverage ratio	3.13		x	3.01		x	3.18		x	3.78		x	3.57		x

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

~~The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools. Dollar amounts are in thousands.~~

QTD Pool YTD Pool
Three Months Ended Nine Months Ended
SSNOI Reconciliations: September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021
Seniors Housing Operating:
Consolidated NOI $ 230,686 $ 172,909 $ 719,281 $ 503,531
NOI attributable to unconsolidated investments 14,536 10,548 35,912 33,757
NOI attributable to noncontrolling interests (15,025) (15,602) (106,169) (53,622)
NOI attributable to non-same store properties (77,767) (34,175) (197,296) (76,152)
Non-cash NOI attributable to same store properties (171) (135) (551) 11,515
Currency and ownership adjustments (1)
1,435 (401) 1,447 (2,329)
SSNOI at Welltower Share 153,694 133,144 452,624 416,700
Triple-net:
Consolidated NOI 217,324 228,321 664,145 610,276
NOI attributable to unconsolidated investments 8,058 4,891 20,569 14,666
NOI attributable to noncontrolling interests (10,231) (13,204) (31,544) (35,292)
NOI attributable to non-same store properties (50,612) (63,553) (188,440) (153,850)
Non-cash NOI attributable to same store properties (17,581) (12,652) (43,562) (32,873)
Currency and ownership adjustments (1)
2,521 2,319 5,065 5,843
SSNOI at Welltower Share 149,479 146,122 426,233 408,770
Outpatient Medical:
Consolidated NOI 119,257 111,431 348,339 334,368
NOI attributable to unconsolidated investments 4,780 4,604 14,521 14,316
NOI attributable to noncontrolling interests (5,731) (4,828) (16,513) (13,749)
NOI attributable to non-same store properties (8,473) (4,228) (34,587) (27,345)
Non-cash NOI attributable to same store properties (3,421) (2,626) (6,601) (7,396)
Currency and ownership adjustments (1)
192 853 94 (672)
SSNOI at Welltower Share 106,604 105,206 305,253 299,522
SSNOI at Welltower Share:
Seniors Housing Operating 153,694 133,144 452,624 416,700
Triple-net 149,479 146,122 426,233 408,770
Outpatient Medical 106,604 105,206 305,253 299,522
Total $ 409,777 $ 384,472 $ 1,184,110 $ 1,124,992
(1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.2738 and to translate U.K. properties at a GBP/USD rate of 1.3501.

~~Item 2.~~ ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

~~The tables below reflects the reconciliation of EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.~~

Three Months Ended
September 30, June 30, March 31, December 31, September 30, June 30, March 31,
EBITDA Reconciliations: 2022 2022 2022 2021 2021 2021 2021
Net income (loss) $ (2,653) $ 95,672 $ 65,751 $ 66,194 $ 190,336 $ 45,757 $ 72,192
Interest expense 139,682 127,750 121,696 121,848 122,522 122,341 123,142
Income tax expense (benefit) 3,257 3,065 5,013 2,051 4,940 (2,221) 3,943
Depreciation and amortization 353,699 310,295 304,088 284,501 267,754 240,885 244,426
EBITDA $ 493,985 $ 536,782 $ 496,548 $ 474,594 $ 585,552 $ 406,762 $ 443,703
Interest Coverage Ratio:
Interest expense $ 139,682 $ 127,750 $ 121,696 $ 121,848 $ 122,522 $ 122,341 $ 123,142
Non-cash interest expense (2,882) (6,606) (4,109) (5,082) (5,461) (3,972) (2,991)
Capitalized interest 8,863 6,387 5,479 5,325 4,669 4,862 4,496
Total interest 145,663 127,531 123,066 122,091 121,730 123,231 124,647
EBITDA $ 493,985 $ 536,782 $ 496,548 $ 474,594 $ 585,552 $ 406,762 $ 443,703
Interest coverage ratio 3.39 x 4.21 x 4.03 x 3.89 x 4.81 x 3.30 x 3.56 x
Fixed Charge Coverage Ratio:
Total interest $ 145,663 $ 127,531 $ 123,066 $ 122,091 $ 121,730 $ 123,231 $ 124,647
Secured debt principal payments 13,775 14,382 15,968 16,877 17,040 15,715 15,955
Total fixed charges 159,438 141,913 139,034 138,968 138,770 138,946 140,602
EBITDA $ 493,985 $ 536,782 $ 496,548 $ 474,594 $ 585,552 $ 406,762 $ 443,703
Fixed charge coverage ratio 3.10 x 3.78 x 3.57 x 3.42 x 4.22 x 2.93 x 3.16 x

Nine Months Ended
September 30, September 30,
EBITDA Reconciliations: 2022 2021
Net income (loss) $ 158,770 $ 308,285
Interest expense 389,128 368,005
Income tax expense (benefit) 11,335 6,662
Depreciation and amortization 968,082 753,065
EBITDA $ 1,527,315 $ 1,436,017
Interest Coverage Ratio:
Interest expense $ 389,128 $ 368,005
Non-cash interest expense (13,597) (12,424)
Capitalized interest 20,729 14,027
Total interest 396,260 369,608
EBITDA $ 1,527,315 $ 1,436,017
Interest coverage ratio 3.85 x 3.89 x
Fixed Charge Coverage Ratio:
Total interest $ 396,260 $ 369,608
Secured debt principal payments 44,125 48,710
Total fixed charges 440,385 418,318
EBITDA $ 1,527,315 $ 1,436,017
Fixed charge coverage ratio 3.47 x 3.43 x

5444

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.


		Twelve Months Ended																						Twelve Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,			June 30,			March 31,					March 31,			December 31,			September 30,			June 30,			March 31,
Adjusted EBITDA Reconciliations:	Adjusted EBITDA Reconciliations:	2022			2022			2022			2021			2021			2021			2021			Adjusted EBITDA Reconciliations:		2023			2022			2022			2022			2022
Net income	Net income	$	224,964		$	417,953		$	368,038		$	374,479		$	463,563		$	668,205		$	781,664		Net income		$	123,452		$	160,568		$	224,964		$	417,953		$	368,038
Interest expense	Interest expense	510,976			493,816			488,407			489,853			489,178			491,507			495,523			Interest expense		552,226			529,519			510,976			493,816			488,407
Income tax expense (benefit)	Income tax expense (benefit)	13,386			15,069			9,783			8,713			6,952			4,015			8,469			Income tax expense (benefit)		5,279			7,247			13,386			15,069			9,783
Depreciation and amortization	Depreciation and amortization	1,252,583			1,166,638			1,097,228			1,037,566			995,798			983,576			1,008,062			Depreciation and amortization		1,345,392			1,310,368			1,252,583			1,166,638			1,097,228
EBITDA	EBITDA	2,001,909			2,093,476			1,963,456			1,910,611			1,955,491			2,147,303			2,293,718			EBITDA		2,026,349			2,007,702			2,001,909			2,093,476			1,963,456
Loss (income) from unconsolidated entities	Loss (income) from unconsolidated entities	28,814			37,948			38,866			22,933			10,501			650			(8,658)			Loss (income) from unconsolidated entities		25,477			21,290			28,814			37,948			38,866
Stock-based compensation expense ~~(1)~~	Stock-based compensation expense ~~(1)~~	22,525			20,945			19,681			17,812			22,248			24,278			26,811			Stock-based compensation expense ~~(1)~~		27,709			26,027			22,402			20,766			18,994
Loss (gain) on extinguishment of debt, net	Loss (gain) on extinguishment of debt, net	(497)			(504)			54,505			49,874			64,760			97,769			42,406			Loss (gain) on extinguishment of debt, net		697			680			(497)			(504)			54,505
Loss (gain) on real estate dispositions, net	Loss (gain) on real estate dispositions, net	(32,139)			(151,029)			(199,229)			(235,375)			(409,166)			(773,516)			(884,711)			Loss (gain) on real estate dispositions, net		6,144			(16,043)			(32,139)			(151,029)			(199,229)
Impairment of assets	Impairment of assets	6,713			3,847			27,539			51,107			58,067			79,890			131,349			Impairment of assets		30,131			17,502			6,713			3,847			27,539
Provision for loan losses, net	Provision for loan losses, net	(188)			(949)			5,083			7,270			90,394			93,522			88,747			Provision for loan losses, net		11,098			10,320			(188)			(949)			5,083
Loss (gain) on derivatives and financial instruments, net	Loss (gain) on derivatives and financial instruments, net	7,246			(7,737)			(6,689)			(7,333)			(5,934)			3,539			5,332			Loss (gain) on derivatives and financial instruments, net		5,751			8,334			7,246			(7,737)			(6,689)
Other expenses ~~(1)~~	Other expenses ~~(1)~~	92,076			80,114			56,127			40,860			52,960			60,985			68,939			Other expenses ~~(1)~~		98,346			101,670			92,199			80,293			56,814
Lease termination and leasehold interest adjustment ~~(2)~~(1)	Lease termination and leasehold interest adjustment ~~(2)~~(1)	(63,454)			(64,094)			(7,697)			760			(640)			—			—			Lease termination and leasehold interest adjustment ~~(2)~~(1)		(56,397)			(64,854)			(63,454)			(64,094)			(7,697)
Casualty losses, net of recoveries ~~(3)~~	Casualty losses, net of recoveries ~~(3)~~	7,802			8,472			5,799			5,786			998			—			—			Casualty losses, net of recoveries ~~(3)~~		14,865			10,391			7,802			8,472			5,799
Other impairment ~~(4)~~(2)	Other impairment ~~(4)~~(2)	(620)			(620)			—			49,241			49,241			161,639			163,481			Other impairment ~~(4)~~(2)		(620)			(620)			(620)			(620)			—
Adjusted EBITDA	Adjusted EBITDA	$	2,070,187		$	2,019,869		$	1,957,441		$	1,913,546		$	1,888,920		$	1,896,059		$	1,927,414		Adjusted EBITDA		$	2,189,550		$	2,122,399		$	2,070,187		$	2,019,869		$	1,957,441

Adjusted Interest Coverage Ratio:	Adjusted Interest Coverage Ratio:																						Adjusted Interest Coverage Ratio:
Interest expense	Interest expense	$	510,976		$	493,816		$	488,407		$	489,853		$	489,178		$	491,507		$	495,523		Interest expense		$	552,226		$	529,519		$	510,976		$	493,816		$	488,407
Capitalized interest	Capitalized interest	26,054			21,860			20,335			19,352			18,265			17,543			17,222			Capitalized interest		35,347			30,491			26,054			21,860			20,335
Non-cash interest expense	Non-cash interest expense	(18,679)			(21,258)			(18,624)			(17,506)			(14,163)			(12,675)			(10,617)			Non-cash interest expense		(22,728)			(21,754)			(18,679)			(21,258)			(18,624)
Total interest	Total interest	518,351			494,418			490,118			491,699			493,280			496,375			502,128			Total interest		564,845			538,256			518,351			494,418			490,118
Adjusted EBITDA	Adjusted EBITDA	$	2,070,187		$	2,019,869		$	1,957,441		$	1,913,546		$	1,888,920		$	1,896,059		$	1,927,414		Adjusted EBITDA		$	2,189,550		$	2,122,399		$	2,070,187		$	2,019,869		$	1,957,441
Adjusted interest coverage ratio	Adjusted interest coverage ratio	3.99		x	4.09		x	3.99		x	3.89		x	3.83		x	3.82		x	3.84		x	Adjusted interest coverage ratio		3.88		x	3.94		x	3.99		x	4.09		x	3.99		x

Adjusted Fixed Charge Coverage Ratio:	Adjusted Fixed Charge Coverage Ratio:																						Adjusted Fixed Charge Coverage Ratio:
Total interest	Total interest	$	518,351		$	494,418		$	490,118		$	491,699		$	493,280		$	496,375		$	502,128		Total interest		$	564,845		$	538,256		$	518,351		$	494,418		$	490,118
Secured debt principal payments	Secured debt principal payments	61,002			64,267			65,600			65,587			64,832			63,668			63,136			Secured debt principal payments		57,088			58,114			61,002			64,267			65,600
Total fixed charges	Total fixed charges	579,353			558,685			555,718			557,286			558,112			560,043			565,264			Total fixed charges		621,933			596,370			579,353			558,685			555,718
Adjusted EBITDA	Adjusted EBITDA	$	2,070,187		$	2,019,869		$	1,957,441		$	1,913,546		$	1,888,920		$	1,896,059		$	1,927,414		Adjusted EBITDA		$	2,189,550		$	2,122,399		$	2,070,187		$	2,019,869		$	1,957,441
Adjusted fixed charge coverage ratio	Adjusted fixed charge coverage ratio	3.57		x	3.62		x	3.52		x	3.43		x	3.38		x	3.39		x	3.41		x	Adjusted fixed charge coverage ratio		3.52		x	3.56		x	3.57		x	3.62		x	3.52		x

(1) Certain severance-related costs are included in stock-based compensation and excluded from other expenses.
(2) Represents revenues and property operating expenses associated with a leasehold portfolio interest relating to 26 properties assumed by a wholly-owned affiliate in conjunction with the Holiday Retirement transaction. Subsequent to the initial transaction, we purchased eight of the leased properties and one of the properties was sold by the landlord and removed from the lease. No rent was paid in excess of net cash flow relating to the leasehold properties and therefore, the net impact has been excluded from Adjusted EBITDA. Additionally, in conjunction with the lease termination, during the three months ended June 30, 2022 we recognized $58,621,000 in other income from the derecognition of the right of use asset and related lease liability which has also been excluded from Adjusted EBITDA.
(3) Represents casualty losses net of any insurance recoveries.
(4) Represents changes in the reserve for straight-line rent receivable balances relating to leases placed on cash recognition.
(1) Represents revenues and property operating expenses associated with a leasehold portfolio interest relating to 26 properties assumed by a wholly-owned affiliate in conjunction with the Holiday Retirement transaction. Subsequent to the initial transaction, we purchased eight of the leased properties and one of the properties was sold by the landlord and removed from the lease. No rent was paid in excess of net cash flow relating to the leasehold properties and therefore, the net impact has been excluded from Adjusted EBITDA. Additionally, in conjunction with the lease termination, during the three months ended June 30, 2022 we recognized $58,621,000 in other income from the derecognition of the right of use asset and related lease liability which has also been excluded from Adjusted EBITDA.																							(1) Represents revenues and property operating expenses associated with a leasehold portfolio interest relating to 26 properties assumed by a wholly-owned affiliate in conjunction with the Holiday Retirement transaction. Subsequent to the initial transaction, we purchased eight of the leased properties and one of the properties was sold by the landlord and removed from the lease. No rent was paid in excess of net cash flow relating to the leasehold properties and therefore, the net impact has been excluded from Adjusted EBITDA. Additionally, in conjunction with the lease termination, during the three months ended June 30, 2022 we recognized $58,621,000 in other income from the derecognition of the right of use asset and related lease liability which has also been excluded from Adjusted EBITDA.
(2) Represents changes in the reserve for straight-line rent receivable balances relating to leases placed on cash recognition.																							(2) Represents changes in the reserve for straight-line rent receivable balances relating to leases placed on cash recognition.

Our leverage ratios include book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt 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.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of our leverage ratios to our balance sheets for the periods presented. Amounts are in thousands, except share price.


		As of															As of
		September 30,		June 30,		March 31,		December 31,		September 30,		June 30,		March 31,				March 31,		December 31,		September 30,		June 30,		March 31,
		2022		2022		2022		2021		2021		2021		2021				2023		2022		2022		2022		2022
Book capitalization:	Book capitalization:															Book capitalization:
Unsecured credit facility and commercial paper	Unsecured credit facility and commercial paper	$	654,715	$	354,000	$	299,968	$	324,935	$	290,996	$	—	$	—	Unsecured credit facility and commercial paper		$	—	$	—	$	654,715	$	354,000	$	299,968
Long-term debt obligations (1)	Long-term debt obligations (1)	14,555,643		14,790,432		14,352,529		13,917,702		13,488,656		13,572,816		14,618,713		Long-term debt obligations (1)		15,074,320		14,661,552		14,555,643		14,790,432		14,352,529
Cash and cash equivalents and restricted cash	Cash and cash equivalents and restricted cash	(425,184)		(442,251)		(367,043)		(346,755)		(362,645)		(808,705)		(2,558,822)		Cash and cash equivalents and restricted cash		(638,796)		(722,292)		(425,184)		(442,251)		(367,043)
Total net debt	Total net debt	14,785,174		14,702,181		14,285,454		13,895,882		13,417,007		12,764,111		12,059,891		Total net debt		14,435,524		13,939,260		14,785,174		14,702,181		14,285,454
Total equity and noncontrolling interests(2)	Total equity and noncontrolling interests(2)	20,457,650		19,873,913		19,178,026		18,997,873		18,172,111		17,243,208		17,046,932		Total equity and noncontrolling interests(2)		21,596,155		21,393,996		20,457,650		19,873,913		19,178,026
Book capitalization	Book capitalization	$	35,242,824	$	34,576,094	$	33,463,480	$	32,893,755	$	31,589,118	$	30,007,319	$	29,106,823	Book capitalization		$	36,031,679	$	35,333,256	$	35,242,824	$	34,576,094	$	33,463,480
Net debt to book capitalization ratio	Net debt to book capitalization ratio	42%		43%		43%		42%		42%		43%		41%		Net debt to book capitalization ratio		40%		39%		42%		43%		43%

Undepreciated book capitalization:	Undepreciated book capitalization:															Undepreciated book capitalization:
Total net debt	Total net debt	$	14,785,174	$	14,702,181	$	14,285,454	$	13,895,882	$	13,417,007	$	12,764,111	$	12,059,891	Total net debt		$	14,435,524	$	13,939,260	$	14,785,174	$	14,702,181	$	14,285,454
Accumulated depreciation and amortization	Accumulated depreciation and amortization	7,687,077		7,437,779		7,215,622		6,910,114		6,634,061		6,415,676		6,212,432		Accumulated depreciation and amortization		8,417,151		8,075,733		7,687,077		7,437,779		7,215,622
Total equity and noncontrolling interests(2)	Total equity and noncontrolling interests(2)	20,457,650		19,873,913		19,178,026		18,997,873		18,172,111		17,243,208		17,046,932		Total equity and noncontrolling interests(2)		21,596,155		21,393,996		20,457,650		19,873,913		19,178,026
Undepreciated book capitalization	Undepreciated book capitalization	$	42,929,901	$	42,013,873	$	40,679,102	$	39,803,869	$	38,223,179	$	36,422,995	$	35,319,255	Undepreciated book capitalization		$	44,448,830	$	43,408,989	$	42,929,901	$	42,013,873	$	40,679,102
Net debt to undepreciated book capitalization ratio	Net debt to undepreciated book capitalization ratio	34%		35%		35%		35%		35%		35%		34%		Net debt to undepreciated book capitalization ratio		32%		32%		34%		35%		35%

Market capitalization:	Market capitalization:															Market capitalization:
Common shares outstanding	Common shares outstanding	472,517		463,369		453,948		447,239		435,274		422,562		417,520		Common shares outstanding		496,295		490,509		472,517		463,369		453,948
Period end share price	Period end share price	$	64.32	$	82.35	$	96.14	$	85.77	$	82.40	$	83.10	$	71.63	Period end share price		$	71.69	$	65.55	$	64.32	$	82.35	$	96.14
Common equity market capitalization	Common equity market capitalization	$	30,392,293	$	38,158,437	$	43,642,561	$	38,359,689	$	35,866,578	$	35,114,902	$	29,906,958	Common equity market capitalization		$	35,579,389	$	32,152,865	$	30,392,293	$	38,158,437	$	43,642,561
Total net debt	Total net debt	14,785,174		14,702,181		14,285,454		13,895,882		13,417,007		12,764,111		12,059,891		Total net debt		14,435,524		13,939,260		14,785,174		14,702,181		14,285,454
Noncontrolling interests(2)	Noncontrolling interests(2)	1,288,343		1,317,733		1,282,450		1,361,872		1,308,908		1,322,762		1,248,054		Noncontrolling interests(2)		1,148,000		1,099,182		1,288,343		1,317,733		1,282,450
Market capitalization	Market capitalization	$	46,465,810	$	54,178,351	$	59,210,465	$	53,617,443	$	50,592,493	$	49,201,775	$	43,214,903	Market capitalization		$	51,162,913	$	47,191,307	$	46,465,810	$	54,178,351	$	59,210,465
Net debt to market capitalization ratio	Net debt to market capitalization ratio	32%		27%		24%		26%		27%		26%		28%		Net debt to market capitalization ratio		28%		30%		32%		27%		24%

(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to financing leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to the ASC 842 adoption are excluded.	(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to financing leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to the ASC 842 adoption are excluded.															(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to financing leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to the ASC 842 adoption are excluded.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.	(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.															(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.

Critical Accounting Policies and Estimates

Our unaudited consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting estimate or assumption critical if:

•the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

•the impact of the estimates and assumptions on financial condition or operating performance is material.

Management has discussed the development and selection of its critical accounting policies and estimates with the Audit Committee of the Board of Directors. Management believes the current assumptions and other considerations used to estimate amounts reflected in our unaudited consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our unaudited consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for further information on significant accounting policies that impact us. There have been no material changes to these policies in ~~2022.~~2023.

5646

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “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 ~~duration and scope~~impact of the COVID-19 pandemic; ~~uncertainty regarding~~ the ~~implementation and impact~~status of the CARES Act and future stimulus or other COVID-19 relief legislation; the impact of the COVID-19 pandemic on occupancy rates and on the operations of Welltower and its operators/tenants; actions governments take in response to the COVID-19 pandemic, including the introduction of public health measures and other regulations affecting Welltower’s properties and the operations of Welltower and its operators/tenants; the effects of health and safety measures adopted by Welltower and its operators/tenants related to the COVID-19 pandemic; increased operational costs as a result of health and safety measures related to COVID-19; the impact of the COVID-19 pandemic on the business and financial condition of operators/tenants and their ability to make payments to Welltower; disruptions to Welltower's property acquisition and disposition activity due to economic uncertainty caused by COVID-19; general economic uncertainty in key markets as a result of the COVID-19 pandemic and a worsening of global economic conditions or low levels of economic growth;economy; the status of capital markets, including availability and cost of capital; ~~uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark;~~ 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 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 ~~Welltower’s~~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. Other important factors are identified in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, including factors identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Finally, ~~the Company~~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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. We seek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. This section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates and foreign currency exchange rates.

We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to health care and seniors housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our unsecured revolving credit facility and commercial paper program. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.

~~Item 3.~~ ~~Quantitative and Qualitative Disclosures About Market Risk~~

A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value of our fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments after considering the effects of interest rate swaps, whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):

September 30, 2022 December 31, 2021
Principal Change in Principal Change in
balance fair value balance fair value
Senior unsecured notes $ 10,737,220 $ (532,456) $ 11,002,297 $ (1,059,031)
Secured debt 1,465,934 (35,322) 1,490,708 (44,222)
Totals $ 12,203,154 $ (567,778) $ 12,493,005 $ (1,103,253)

Item 3. Quantitative and Qualitative Disclosures About Market Risk


	March 31, 2023				December 31, 2022
	Principal		Change in		Principal		Change in
	balance		fair value		balance		fair value
Senior unsecured notes	$	11,220,556	$	(493,154)	$	10,839,782	$	(488,159)
Secured debt	1,813,095		(63,568)		1,448,567		(36,654)
Totals	$	13,033,651	$	(556,722)	$	12,288,349	$	(524,813)

Our variable rate debt, including our unsecured revolving credit facility and commercial paper program, is reflected at fair value. At ~~September 30, 2022,~~March 31, 2023, we ~~had $3,052,179,000 outstanding~~had $2,088,556,000 outstanding related to our variable rate debt after considering the effects of interest rate swaps. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of ~~$30,522,000.~~ $20,886,000. At December 31, ~~2021,~~2022, we had ~~$1,742,268,000~~$2,426,134,000 outstanding under our variable rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of ~~$17,423,000.~~$24,261,000.

We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the United Kingdom. Based solely on our results for the three months ended ~~September 30, 2022,~~March 31, 2023, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our annualized net income from these investments would increase or decrease, as applicable, by less than ~~$7,000,000.~~$7,000,000. We will continue to mitigate these underlying foreign currency exposures with non-U.S. denominated borrowings and gains and losses on derivative contracts. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and health care properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or British Pounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value. The following table summarizes the results of the analysis performed (dollars in thousands):


		September 30, 2022				December 31, 2021					March 31, 2023				December 31, 2022
		Carrying		Change in		Carrying		Change in			Carrying		Change in		Carrying		Change in
		Value		fair value		Value		fair value			Value		fair value		Value		fair value
Foreign currency exchange contracts	Foreign currency exchange contracts	$	400,356	$	12,683	$	32,280	$	19,740	Foreign currency exchange contracts	$	146,527	$	14,694	$	190,418	$	14,238
Debt designated as hedges	Debt designated as hedges	1,350,862		13,509		1,613,164		16,132		Debt designated as hedges	1,483,588		14,836		1,452,832		14,528
Totals	Totals	$	1,751,218	$	26,192	$	1,645,444	$	35,872	Totals	$	1,630,115	$	29,530	$	1,643,250	$	28,766

For additional information regarding fair values of financial instruments, see “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” and Notes 12 and 17 to our unaudited consolidated financial statements.

Item 4. Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by us in the reports we file with or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

~~During the quarter ended September 30, 2022, we implemented new enterprise resource planning and corporate performance management systems. These implementations resulted~~ No changes in considerable changes to our processes and control environment, including modifications to existing applications, interfaces and reports. The new systems were used during the third quarter of 2022, and the new and modified processes and controls implemented were used to prepare our consolidated financial statements for the periods ended September 30, 2022 included in this report. We will continue to monitor our internal control over financial reporting ~~under~~occurred during the ~~new systems, including evaluating the operating effectiveness of related key controls.~~fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5848

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business. Management does not believe that the resolution of any of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. Further, from time to time, we are party to certain legal proceedings for which third parties, such as tenants, operators and/or managers are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants and other obligated third parties and these indemnitors may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors’ ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, results of operations or financial condition. It is management’s opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management’s view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors

There have been no material changes from the risk factors identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended ~~September 30, 2022,~~March 31, 2023, we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards. Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the ~~third~~first quarter ended ~~September 30, 2022~~March 31, 2023 are as shown in the table below.


Issuer Purchases of Equity Securities	Issuer Purchases of Equity Securities							Issuer Purchases of Equity Securities
Period	Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program		Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program
July 1, 2022 through July 31, 2022		—	$	—	—	$	—
August 1, 2022 through August 31, 2022		831	89.09		—	—
September 1, 2022 through September 30, 2022		161	72.74		—	—
January 1, 2023 through January 31, 2023								January 1, 2023 through January 31, 2023	16,646	$	71.15	—	$	3,000,000,000
February 1, 2023 through February 28, 2023								February 1, 2023 through February 28, 2023	7,369	76.17		—	3,000,000,000
March 1, 2023 through March 31, 2023								March 1, 2023 through March 31, 2023	2,338	76.17		—	3,000,000,000
Totals	Totals	992	$	86.44	—	$	—	Totals	26,353	$	73.00	—	$	3,000,000,000

On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the "Stock Repurchase Program"). Under the Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately-negotiated transactions, through block trades, by effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares. We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended March 31, 2023.

Item 5. Other Information

None.

5949

Item 6. Exhibits


10.1						Welltower Inc. 2023 to 2025 Long-Term Incentive Program .*
10.2						Form of Welltower Inc. 2023-2025 LTIP Form Award Agreement .*
31.1						Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1						Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2						Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.
101.INS						XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
104						The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022,~~March 31, 2023, formatted in Inline XBRL

*						Management contract or Compensatory Plan or Arrangement.

6050

SIGNATURES

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 under signed thereunto duly authorized.

WELLTOWER INC.

Date:

~~November 7, 2022~~May 3, 2023

By:

/s/ SHANKH MITRA

Shankh Mitra,

Chief Executive Officer ~~and Chief Investment Officer~~
(Principal Executive Officer)

Date:

~~November 7, 2022~~May 3, 2023

By:

/s/ TIMOTHY G. MCHUGH

Timothy G. McHugh,

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Date:

~~November 7, 2022~~May 3, 2023

By:

/s/ JOSHUA T. FIEWEGER

Joshua T. Fieweger,

Chief Accounting Officer
(Principal Accounting Officer)

6151


	Nine Months Ended September 30, 2021
	Common Stock		Capital in Excess of Par Value		Treasury Stock		Cumulative Net Income		Cumulative Dividends		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balances at January 1, 2021	$	418,691	$	20,823,145	$	(104,490)	$	8,327,598	$	(13,343,721)	$	(148,504)	$	908,853	$	16,881,572
Comprehensive income:
Net income (loss)							71,546						(177)		71,369
Other comprehensive income (loss)											20,368		3,729		24,097
Total comprehensive income															95,466
Net change in noncontrolling interests			(14,250)										(20,266)		(34,516)
Amounts related to stock incentive plans, net of forfeitures	175		5,393		(2,029)										3,539
Net proceeds from issuance of common stock			(92)												(92)

Dividends paid:
Common stock dividends									(254,952)						(254,952)
Balances at March 31, 2021	$	418,866	$	20,814,196	$	(106,519)	$	8,399,144	$	(13,598,673)	$	(128,136)	$	892,139	$	16,691,017
Comprehensive income:
Net income (loss)							26,257						19,695		45,952
Other comprehensive income (loss)											188		2,919		3,107
Total comprehensive income															49,059
Net change in noncontrolling interests			(17,377)										15,630		(1,747)
Amounts related to stock incentive plans, net of forfeitures	51		4,504		(2,114)										2,441
Net proceeds from issuance of common stock	5,016		360,515												365,531
Dividends paid:
Common stock dividends									(255,472)						(255,472)
Balances at June 30, 2021	$	423,933	$	21,161,838	$	(108,633)	$	8,425,401	$	(13,854,145)	$	(127,948)	$	930,383	$	16,850,829
Comprehensive income:
Net income (loss)							179,663						10,470		190,133
Other comprehensive income (loss)											24,771		(6,196)		18,575
Total comprehensive income															208,708
Net change in noncontrolling interests			(4,013)										(14,944)		(18,957)
Amounts related to stock incentive plans, net of forfeitures	3		4,932		155										5,090
Net proceeds from issuance of common stock	12,704		986,102												998,806
Dividends paid:
Common stock dividends									(261,560)						(261,560)
Balances at September 30, 2021	$	436,640	$	22,148,859	$	(108,478)	$	8,605,064	$	(14,115,705)	$	(103,177)	$	919,713	$	17,782,916


	Assets		Liabilities
2022	$	48,478	$	2,458
2023	161,778		5,106
2024	85,462		3,554
2025	35,610		2,911
2026	28,159		2,430
Thereafter	144,467		9,970
Total	$	503,954	$	26,429


Three Months Ended September 30, 2021:	Seniors Housing Operating		Triple-net		Outpatient Medical		Non-segment / Corporate		Total
Resident fees and services	$	835,617	$	—	$	—	$	—	$	835,617
Rental income	—		200,641		157,343		—		357,984
Interest income	1,135		38,257		472		—		39,864
Other income	2,767		1,087		1,688		790		6,332
Total revenues	839,519		239,985		159,503		790		1,239,797

Property operating expenses	666,610		11,664		48,072		3,054		729,400
Consolidated net operating income (loss)	172,909		228,321		111,431		(2,264)		510,397

Depreciation and amortization	157,176		54,226		56,352		—		267,754
Interest expense	9,360		1,548		4,811		106,803		122,522
General and administrative expenses	—		—		—		32,256		32,256
Loss (gain) on derivatives and financial instruments, net	—		(8,078)		—		—		(8,078)
Loss (gain) on extinguishment of debt, net	—		—		(5)		—		(5)
Provision for loan losses, net	152		(323)		(100)		—		(271)
Impairment of assets	—		1,490		—		—		1,490
Other expenses	5,449		(4,248)		640		1,734		3,575
Income (loss) from continuing operations before income taxes and other items	772		183,706		49,733		(143,057)		91,154
Income tax (expense) benefit	—		—		—		(4,940)		(4,940)
Income (loss) from unconsolidated entities	(15,810)		5,038		(5,060)		—		(15,832)
Gain (loss) on real estate dispositions, net	(615)		81,712		38,857		—		119,954
Income (loss) from continuing operations	(15,653)		270,456		83,530		(147,997)		190,336
Net income (loss)	$	(15,653)	$	270,456	$	83,530	$	(147,997)	$	190,336


	QTD Pool								YTD Pool
	Three Months Ended				Change				Nine Months Ended				Change
	September 30, 2022		September 30, 2021		$		%		September 30, 2022		September 30, 2021		$		%
SSNOI (1)	$	153,694	$	133,144	$	20,550	15.4	%	$	452,624	$	416,700	$	35,924	8.6	%


MSA	Units/Beds	Commitment		Balance		Est. Completion(2)
Greater London	82	$	38,969	$	19,613	4Q22
Dallas	193	38,054		30,822		4Q22 - 1Q23
Cleveland	119	14,462		13,527		4Q22
Birmingham, UK	66	13,361		12,683		4Q22
Leicester	60	12,470		11,122		4Q22
New York	72	42,669		27,762		1Q23
Austin	196	39,500		23,911		1Q23 - 2Q23
Austin	188	36,215		27,421		1Q23 - 2Q23
Dallas	57	17,219		8,616		1Q23 - 2Q23
Coventry	76	17,049		12,055		1Q23
Pittsburgh	116	14,684		14,115		1Q23
Meadville, PA	128	13,861		13,861		1Q23
Charlotte	328	91,836		58,550		2Q23 - 3Q23
Barnstable Town, MA	120	31,454		31,454		2Q23
Hartford	128	22,146		22,146		2Q23
Hartford	122	20,747		20,747		2Q23
Boston	167	82,446		28,488		3Q23
Phoenix	199	54,754		11,190		3Q23 - 4Q23
Phoenix	204	53,400		16,903		3Q23 - 4Q23
Tampa	206	52,493		7,664		4Q23 - 1Q24
Houston	130	32,075		6,737		4Q23 - 1Q24
Kansas City	134	21,074		21,074		4Q23
Cincinnati	122	18,206		4,366		4Q23
Naples, FL	188	56,910		9,244		1Q24 - 2Q24
Dallas	52	16,531		3,435		1Q24 - 2Q24
Washington D.C.	302	173,548		63,706		2Q24
Boston	160	148,590		60,701		2Q24
Washington D.C.	124	126,200		38,223		2Q24
Killeen, TX	245	66,265		7,994		3Q24 - 4Q24


	4,284	$	1,367,188	628,130
Austin(1)				5,033
Austin(1)				3,720
Baltimore(1)				9,865
Boise(1)				35,139
Boise(1)				13,000
Boise(1)				5,783
Boston(1)				9,944
Columbus(1)				15,306
Dallas(1)				3,670
Kansas City(1)				13,963
Raleigh(1)				3,684
Toronto(1)				48,440
				$	795,677

(1) Final units/beds, commitment amount and expected conversion date not yet known.
(2) Estimated completion ranges relate to projects to be delivered in phases.