8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2022

Welltower Inc.

(Exact name of registrant as specified in its charter)

Delaware			1-8923		34-1096634
(State or other jurisdiction of Incorporation)			(Commission File Number)		(IRS Employer Identification No.)
4500 Dorr Street,	Toledo,	Ohio		43615
(Address of principal executive offices)				(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value per share	WELL	New York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC	WELL/28	New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC	WELL/34	New York Stock Exchange

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

Emerging growth company              ☐   

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

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Item 2.02  Results of Operations and Financial Condition.

On November 7, 2022, Welltower Inc. (the “Company”) issued a press release that announced operating results for its third quarter ended September 30, 2022. The press release refers to a supplemental information package that is available on the Company's website (www.welltower.com), free of charge. Copies of the press release and supplemental information package have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report, and are incorporated herein by reference.

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

Item 8.01  Other Events.

On November 7, 2022, the board of directors of the Company approved a stock repurchase program (the “Stock Repurchase Program”) for up to $3 billion of outstanding shares of common stock, par value $1.00 per share, of the Company (the “Shares”), following the expiration of the Company's previous stock repurchase program. Repurchases may be effected from time to time through open market transactions (on a case by case basis or on a non-discretionary basis pursuant to a plan or in any other manner designed to comply with the requirements of Rule 10b5-1 under the Exchange Act), in privately-negotiated purchases, 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.

The Stock Repurchase Program has no expiration date and does not obligate the Company to repurchase any specific number of Shares. The Company will evaluate any opportunities to repurchase Shares in the context of the Company’s future liquidity profile, share price, prevailing market conditions and regulatory considerations, as well as the potential marginal benefit of new investments and/or debt reduction. The Company may, in its discretion, begin, suspend or terminate repurchases at any time, without any prior notice.

On November 7, 2022, the board of directors of the Company also authorized the Company to issue through its at-the-market equity program (the "ATM Program") up to $3 billion of shares of its common stock (including amounts unsold under the current ATM program). The Company intends to use the net proceeds from the ATM Program, if any, for future property acquisitions, development and redevelopment opportunities, repayment of indebtedness and for general corporate purposes.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses words such as “may,” “will” or similar expressions that do not relate solely to historical matters, the Company is making forward-looking statements. Forward-looking statements, including, but not limited to, statements regarding possible repurchases under the Stock Repurchase Program are not guarantees of future performance and involve risks and uncertainties that may cause the Company’s actual results to differ materially from its expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to, those factors discussed in the Company’s reports filed from time to time with the Securities and Exchange Commission. The Company 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 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

99.1 Press release of Welltower Inc. dated November 7, 2022

99.2 Welltower Inc. Supplemental Information Package for the quarter ended September 30, 2022.

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

SIGNATURE

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

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

Dated:  November 7, 2022

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EX-99.1

FOR IMMEDIATE RELEASE

November 7, 2022

For more information contact:

Tim McHugh (419) 247-2800

Welltower Reports Third Quarter 2022 Results

Toledo, Ohio, November 7, 2022…..Welltower Inc. (NYSE:WELL) today announced results for the quarter ended September 30, 2022.

Recent Highlights

•Reported net loss attributable to common stockholders of $0.01 per diluted share

•Reported normalized FFO attributable to common stockholders of $0.84 per diluted share

•Reported normalized FFO growth attributable to common stockholders per diluted share of 5.0% over the prior year, and 6.2% on a constant currency basis excluding Provider Relief Funds

•Reported total portfolio year-over-year same store NOI ("SSNOI") growth of 7.2%, driven by SSNOI growth in our Seniors Housing Operating ("SHO") portfolio of 17.6%

•SHO portfolio year-over-year same store revenue increased 10.8% in the third quarter, driven by 390 basis points of year-over-year average occupancy growth and REVPOR growth of 5.3%. Same store REVPOR growth in the third quarter reached the highest level in our recorded history and is expected to accelerate further in the fourth quarter

•Completed $1.1 billion of pro rata gross investments during the third quarter including $850 million in acquisitions and loan funding and $203 million in development funding. Transactions during the period were funded, in part, through the issuance of Operating Partnership Units ("OP Units")

•Reduced variable rate debt by $817 million subsequent to quarter end; line of credit is fully available with $4.0 billion of capacity as of November 7, 2022

•MSCI ESG rating upgraded to 'AAA' from 'AA' and received the GRESB Green Star designation due to strong governance practices and continued stakeholder engagement to reduce our environmental impact

COVID-19 Update

During the period, we recognized $2 million of Provider Relief Funds, as compared to guidance of approximately $7 million. As a result, third quarter 2022 net income attributable to common stockholders and normalized FFO was reduced by approximately $0.01 per diluted share relative to guidance.

Our share of property-level expenses associated with the COVID-19 pandemic relating to our SHO portfolio totaled $7 million. Net of reimbursements including Provider Relief Funds and similar programs in the U.K. and Canada, our share of property-level expenses associated with the COVID-19 pandemic relating to our SHO portfolio totaled a benefit of approximately $0.3 million and $6.5 million for the three months and nine months ended September 30, 2022, respectively, as compared to a benefit of approximately $0.4 million and $24 million for the three months and nine months ended September 30, 2021, respectively. Such amounts had a favorable impact on net income attributable to common stockholders and normalized FFO per diluted share of less than $0.01 and $0.01 for the three months and nine months ended September 30, 2022, respectively, and a favorable impact of less than $0.01 and $0.05 per diluted share for the three months and nine months ended September 30, 2021, respectively.

Capital Activity and Liquidity Inclusive of available borrowings under our line of credit, cash and cash equivalents, and restricted cash, as of September 30, 2022, we had $3.8 billion of near-term available liquidity and no material senior unsecured note maturities until 2024. During the three months ended September 30, 2022, we settled 9.1 million shares of common stock that were sold under our ATM program via forward sale agreements, resulting in $842 million of gross proceeds.

Subsequent to quarter end, we reduced variable rate debt by $817 million, inclusive of borrowings under the line of credit as well as secured debt assumed and subsequently paid off post-quarter end.

In addition, following the expiration of the our previous share repurchase program, the Board of Directors has authorized a share repurchase program whereby we may repurchase up to $3 billion of common stock. Under this authorization, we are not required to purchase shares, but may choose to do so in the open market or through private transactions at times and amounts based on our evaluation of market conditions and other factors.

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3Q22 Earnings Release November 7, 2022

Investment and Disposition Activity In the third quarter, we completed $1.1 billion of pro rata gross investments including $850 million in acquisitions and loan funding, as well as $203 million in development funding. Transactions during this period were funded, in part, through the issuance of OP Units. We opened four development projects for an aggregate pro rata investment amount of $79 million. Additionally, during the quarter we completed pro rata property dispositions and loan payoffs of $8 million.

Notable Investment Activity Completed During the Quarter

Oakmont Management Group In July, we continued to expand our relationship with Oakmont through the acquisition of three newly-constructed rental communities and three stable entrance fee communities in high barrier-to-entry California markets for an aggregate purchase price of $312 million. The portfolio will be managed by Oakmont under a RIDEA 3.0 management contract.

StoryPoint Senior Living As previously announced, we entered into an agreement to expand our relationship with StoryPoint Senior Living, a preeminent senior living operator based in Brighton, Michigan, through the acquisition of 33 communities throughout Michigan, Ohio and Tennessee under an aligned RIDEA 3.0 contract. During July, we closed on the second and third tranches through the acquisition of 23 communities located in Ohio and Michigan for a purchase price of $292 million. During October, we closed on an additional tranche of five properties in Ohio for a purchase price of $113 million. To date, we have acquired 30 properties with StoryPoint during 2022 for a pro rata purchase price of $470 million.

Kisco Senior Living During the third quarter, we expanded our relationship with Kisco through the acquisition of a 187-unit seniors housing property in the San Francisco MSA for a pro rata purchase price of $114 million.

Outpatient Medical Acquisitions During the quarter, we acquired a medical office building in La Jolla, California for $57 million. The property has approximately 99,000 rentable square feet and is currently 89% leased. Additionally, we acquired a medical office building in Towson, Maryland for $15 million. The property has approximately 54,000 rentable square feet and is fully leased.

Other Transactions Additionally, during the third quarter, we disposed of one long-term post acute property for proceeds of $3 million.

Dividend On November 7, 2022, the Board of Directors declared a cash dividend for the quarter ended September 30, 2022 of $0.61 per share. This dividend, which will be paid on November 30, 2022 to stockholders of record as of November 18, 2022, will be our 206th consecutive quarterly cash dividend. The declaration and payment of future quarterly dividends remains subject to review and approval by the Board of Directors.

Outlook for Fourth Quarter 2022 The degree to which the COVID-19 pandemic continues to impact our operations and those of our operators and tenants, including the variability in the timing of recovery, is dependent on a variety of factors and remains highly uncertain. Accordingly, we are only introducing earnings guidance for the quarter ended December 31, 2022 and expect to report net income attributable to common stockholders in a range of $0.08 to $0.13 per diluted share and normalized FFO attributable to common stockholders in a range of $0.80 to $0.85 per diluted share. In preparing our guidance, we have made the following assumptions:

•Same Store NOI: We expect average blended SSNOI growth of 8.5% to 10.5%, which is comprised of the following components:

◦Seniors Housing Operating approximately 18.5% to 23.5%

◦Seniors Housing Triple-net approximately 5% to 6%

◦Outpatient Medical approximately 1.5% to 2.5%

◦Health System approximately 2.75%

◦Long-Term/Post-Acute Care approximately 2.5% to 3.5%

•Provider Relief Funds: Our fourth quarter guidance does not include the recognition of any Provider Relief Funds which may be received during the quarter.

•Impact of Interest Rates and Foreign Exchange Rates: Increased interest rates on floating rate debt and a strengthening U.S. Dollar relative to the British Pound and Canadian Dollar are expected to reduce fourth quarter 2022 normalized FFO attributable to common stockholders by approximately $0.03 per diluted share versus the third quarter 2022 and $0.06 per diluted share versus the fourth quarter 2021.

•General and Administrative Expenses: We anticipate fourth quarter general and administrative expenses to be approximately $34 million to $36 million and stock-based compensation expense to be approximately $6 million.

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

•Development: We anticipate funding approximately $263 million of development through the remainder of 2022 relating to projects underway on September 30, 2022.

•Dispositions: We expect pro rata disposition proceeds of $580 million at a blended yield of 4.6% in the next twelve months. This includes approximately $466 million of expected proceeds from property sales and $114 million of expected proceeds from loan repayments.

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3Q22 Earnings Release November 7, 2022

Our guidance does not include any additional investments, dispositions or capital transactions beyond those we have announced, nor any other expenses, impairments, unanticipated additions to the loan loss reserve or other additional normalizing items. Please see the Supplemental Reporting Measures section for further discussion and our definition of normalized FFO and SSNOI and Exhibit 3 for a reconciliation of the outlook for net income available to common stockholders to normalized FFO attributable to common stockholders. We will provide additional detail regarding our fourth quarter outlook and assumptions on the third quarter 2022 conference call.

Conference Call Information We have scheduled a conference call on Tuesday, November 8, 2022 at 9:00 a.m. Eastern Time to discuss our third quarter 2022 results, industry trends and portfolio performance. Telephone access will be available by dialing (888) 340-5024 or (646) 960-0135 (international). For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through November 15, 2022. To access the rebroadcast, dial (800) 770-2030 or (647) 362-9199 (international). The conference ID number is 8230248. To participate in the webcast, log on to www.welltower.com 15 minutes before the call to download the necessary software. Replays will be available for 90 days.

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

Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts ("NAREIT") created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO attributable to common stockholders, as defined by NAREIT, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Normalized FFO attributable to common stockholders represents FFO attributable to common stockholders adjusted for certain items detailed in Exhibit 2. We believe that normalized FFO attributable to common stockholders is a useful supplemental measure of operating performance because investors and equity analysts may use this measure to compare the operating performance of the Company between periods or as compared to other REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or incalculable items. In addition, we believe that presentation of constant currency normalized FFO exclusive of Provider Relief Funds provides enhanced comparability for investor evaluations of period-over-period results.

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

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3Q22 Earnings Release November 7, 2022

about resource allocations and to assess the property level performance of our properties. No reconciliation of the forecasted range for SSNOI on a combined basis or by property type is included in this release because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measure without unreasonable efforts, and we believe such reconciliation would imply a degree of precision that could be confusing or misleading to investors.

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

Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and ratings agencies in the valuation, comparison, rating and investment recommendations of companies. Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, they are utilized by the Board of Directors to evaluate management. The supplemental reporting measures do not represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Please see the exhibits for reconciliations of supplemental reporting measures and the supplemental information package for the quarter ended September 30, 2022, which is available on the Company’s website (www.welltower.com), for information and reconciliations of additional supplemental reporting measures.

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

Forward-Looking Statements and Risk Factors This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When Welltower uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely to historical matters, Welltower is making forward-looking statements. Forward-looking statements, including statements related to Funds From Operations guidance, 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 impact of the COVID-19 pandemic; uncertainty regarding the implementation and impact of the CARES Act and future stimulus or other COVID-19 relief legislation; the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; Welltower’s ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other acts of God affecting Welltower’s properties; Welltower’s ability to re-lease space at similar rates as vacancies occur; Welltower’s ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting Welltower’s properties; changes in rules or practices governing Welltower’s financial reporting; the movement of U.S. and foreign currency exchange rates; Welltower’s ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and other risks described in Welltower’s reports filed from time to time with the SEC. Welltower undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

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3Q22 Earnings Release November 7, 2022

Welltower Inc.

Financial Exhibits

Consolidated Balance Sheets (unaudited)
(in thousands)
	September 30,
	2022		2021
Assets
Real estate investments:
Land and land improvements	$	4,156,985	$	3,698,858
Buildings and improvements	33,018,251		29,775,951
Acquired lease intangibles	1,920,803		1,653,415
Real property held for sale, net of accumulated depreciation	175,657		251,152
Construction in progress	1,012,202		562,487
Less accumulated depreciation and intangible amortization	(7,687,077)		(6,634,061)
Net real property owned	32,596,821		29,307,802
Right of use assets, net	323,230		526,614
Real estate loans receivable, net of credit allowance	916,639		1,115,645
Net real estate investments	33,836,690		30,950,061
Other assets:
Investments in unconsolidated entities	1,383,246		977,955
Goodwill	68,321		68,321
Cash and cash equivalents	343,446		303,982
Restricted cash	81,738		58,663
Straight-line rent receivable	430,173		346,159
Receivables and other assets	1,270,874		774,884
Total other assets	3,577,798		2,529,964
Total assets	$	37,414,488	$	33,480,025
Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper	$	654,715	$	290,996
Senior unsecured notes	12,324,601		11,116,067
Secured debt	2,121,628		2,262,345
Lease liabilities	410,415		544,547
Accrued expenses and other liabilities	1,445,479		1,093,959
Total liabilities	16,956,838		15,307,914
Redeemable noncontrolling interests	400,965		389,195
Equity:
Common stock	473,930		436,640
Capital in excess of par value	25,289,432		22,148,859
Treasury stock	(111,772)		(108,478)
Cumulative net income	8,808,678		8,605,064
Cumulative dividends	(15,215,694)		(14,115,705)
Accumulated other comprehensive income	(75,267)		(103,177)
Total Welltower Inc. stockholders’ equity	19,169,307		16,863,203
Noncontrolling interests	887,378		919,713
Total equity	20,056,685		17,782,916
Total liabilities and equity	$	37,414,488	$	33,480,025

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3Q22 Earnings Release November 7, 2022

Consolidated Statements of Income (unaudited)
(in thousands, except per share data)
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2022		2021		2022		2021
Revenues:
	Resident fees and services	$	1,068,706	$	835,617	$	3,073,040	$	2,299,972
	Rental income	361,983		357,984		1,079,784		1,015,550
	Interest income	37,791		39,864		113,925		97,891
	Other income	5,364		6,332		75,335		19,438
	Total revenues	1,473,844		1,239,797		4,342,084		3,432,851
Expenses:
	Property operating expenses	912,180		729,400		2,619,932		1,989,383
	Depreciation and amortization	353,699		267,754		968,082		753,065
	Interest expense	139,682		122,522		389,128		368,005
	General and administrative expenses	34,811		32,256		109,071		93,618
	Loss (gain) on derivatives and financial instruments, net	6,905		(8,078)		8,076		(6,503)
	Loss (gain) on extinguishment of debt, net	2		(5)		593		50,964
	Provision for loan losses, net	490		(271)		(149)		7,309
	Impairment of assets	4,356		1,490		4,356		48,750
	Other expenses	15,481		3,575		76,716		26,256
	Total expenses	1,467,606		1,148,643		4,175,805		3,330,847
Income (loss) from continuing operations before income taxes
	and other items	6,238		91,154		166,279		102,004
Income tax (expense) benefit		(3,257)		(4,940)		(11,335)		(6,662)
Income (loss) from unconsolidated entities		(6,698)		(15,832)		(16,640)		(10,759)
Gain (loss) on real estate dispositions, net		1,064		119,954		20,466		223,702
Income (loss) from continuing operations		(2,653)		190,336		158,770		308,285
Net income (loss)		(2,653)		190,336		158,770		308,285
Less:	Net income (loss) attributable to noncontrolling interests (1)	4,114		10,673		13,828		30,819
Net income (loss) attributable to common stockholders		$	(6,767)	$	179,663	$	144,942	$	277,466
Average number of common shares outstanding:
	Basic	463,366		428,031		455,074		420,955
	Diluted	463,366		429,983		457,999		422,835
Net income (loss) attributable to common stockholders per share:
	Basic	$	(0.01)	$	0.42	$	0.32	$	0.66
	Diluted(2)	$	(0.01)	$	0.42	$	0.32	$	0.65
Common dividends per share		$	0.61	$	0.61	$	1.83	$	1.83
(1) Includes amounts attributable to redeemable noncontrolling interests.
(2) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.

Page 6 of 10

3Q22 Earnings Release November 7, 2022

FFO Reconciliations												Exhibit 1
(in thousands, except per share data)			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2022			2021			2022			2021
Net income (loss) attributable to common stockholders			$	(6,767)		$	179,663		$	144,942		$	277,466
Depreciation and amortization			353,699			267,754			968,082			753,065
Impairments and losses (gains) on real estate dispositions, net			3,292			(118,464)			(16,110)			(174,952)
Noncontrolling interests(1)			(14,614)			(11,095)			(42,540)			(40,202)
Unconsolidated entities(2)			27,253			27,881			65,712			66,369
NAREIT FFO attributable to common stockholders			362,863			345,739			1,120,086			881,746
Normalizing items, net(3)			28,279			(3,472)			33,938			124,680
Normalized FFO attributable to common stockholders			$	391,142		$	342,267		$	1,154,024		$	1,006,426
Provider Relief Funds received			—			—			(17,748)			(40,975)
Provider Relief Funds attributable to noncontrolling interests and unconsolidated entities, net			(2,402)			—			(2,342)			185
Foreign currency impact(4)			6,237			1,175			10,208			(60)
Constant currency normalized FFO attributable to common stockholders, excluding Provider Relief Funds			$	394,977		$	343,442		$	1,144,142		$	965,576
Average diluted common shares outstanding
	For net income (loss) purposes		463,366			429,983			457,999			422,835
	For FFO purposes		466,950			429,983			457,999			422,835
Per diluted share data attributable to common stockholders:
	Net income (loss)(5)		$	(0.01)		$	0.42		$	0.32		$	0.65
	NAREIT FFO		$	0.78		$	0.80		$	2.45		$	2.09
	Normalized FFO		$	0.84		$	0.80		$	2.52		$	2.38
		% growth	5.0		%
	Constant currency normalized FFO, excluding Provider Relief Funds		$	0.85		$	0.80		$	2.50		$	2.28
		% growth	6.2		%
Normalized FFO Payout Ratio:
	Dividends per common share		$	0.61		$	0.61		$	1.83		$	1.83
	Normalized FFO attributable to common stockholders per share		$	0.84		$	0.80		$	2.52		$	2.38
		Normalized FFO payout ratio	73		%	76		%	73		%	77		%
Other items:(6)
Net straight-line rent and above/below market rent amortization(7)			$	(33,816)		$	(19,809)		$	(79,957)		$	(58,672)
Non-cash interest expenses(8)			5,365			6,223			15,638			14,572
Recurring cap-ex, tenant improvements, and lease commissions			(44,987)			(22,722)			(117,011)			(54,581)
Stock-based compensation(9)			6,115			4,479			19,456			13,989
(1) Represents noncontrolling interests' share of net FFO adjustments.
(2) Represents Welltower's share of net FFO adjustments from unconsolidated entities.
(3) See Exhibit 2.
(4) Foreign currency impact is calculated assuming constant exchange rates for all periods presented of 1.2592 for USD/CAD and of 1.3785 for GBP/USD.
(5) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
(6) Amounts presented net of noncontrolling interests' share and including Welltower's share of unconsolidated entities.
(7) Excludes normalized other impairment (see Exhibit 2).
(8) Excludes normalized foreign currency loss (gain) (see Exhibit 2).
(9) Excludes certain severance related stock-based compensation recorded in other expense (see Exhibit 2).

Page 7 of 10

3Q22 Earnings Release November 7, 2022

Normalizing Items						Exhibit 2
(in thousands, except per share data)	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2022			2021		2022		2021
Loss (gain) on derivatives and financial instruments, net	$	6,905	(1)	$	(8,078)	$	8,076	$	(6,503)
Loss (gain) on extinguishment of debt, net	2		(2)	(5)		593		50,964
Provision for loan losses, net	490		(3)	(271)		(149)		7,309
Nonrecurring income tax benefits	—			—		—		(6,298)
Other impairment	—			—		(620)		49,241
Other expenses	15,481		(4)	3,575		76,716		26,256
Lease termination and leasehold interest adjustment	—			(640)		(64,854)		(640)
Casualty losses, net of recoveries	328		(5)	998		3,001		998
Foreign currency loss (gain)	2,037		(6)	—		3,877		—
Normalizing items attributable to noncontrolling interests and unconsolidated entities, net	3,036		(7)	949		7,298		3,353
Net normalizing items	$	28,279		$	(3,472)	$	33,938	$	124,680
Average diluted common shares outstanding	466,950			429,983		457,999		422,835
Net normalizing items per diluted share	$	0.06		$	(0.01)	$	0.07	$	0.29
(1) Primarily related to mark-to-market of the equity warrants received as part of the Safanad/HC-One transaction that closed in 2021.
(2) Primarily related to the extinguishment of secured debt.
(3) Primarily related to reserves for loan losses under the current expected credit losses accounting standard.
(4) Primarily related to non-capitalizable transaction costs, including an accrual for non-capitalizable promotes.
(5) Primarily relates to casualty losses net of any insurance recoveries.
(6) Primarily relates to foreign currency gains and losses related to accrued interest on intercompany loans and third party debt denominated in a foreign currency.
(7) Primarily related to our share of non-capitalizable transaction costs on unconsolidated entities.

Outlook Reconciliation: Quarter Ending December 31, 2022			Exhibit 3
(in millions, except per share data)	Current Outlook
	Low		High
FFO Reconciliation:
Net income attributable to common stockholders	$	41	$	65
Depreciation and amortization(1)	347		347
NAREIT FFO and Normalized FFO attributable to common stockholders	$	388	$	412
Diluted per share data attributable to common stockholders:
Net income	$	0.08	$	0.13
NAREIT FFO and Normalized FFO	$	0.80	$	0.85
Other items:(1)
Net straight-line rent and above/below market rent amortization	$	(29)	$	(29)
Non-cash interest expenses	6		6
Recurring cap-ex, tenant improvements, and lease commissions	(52)		(52)
Stock-based compensation	6		6
(1) Amounts presented net of noncontrolling interests' share and Welltower's share of unconsolidated entities.

Page 8 of 10

3Q22 Earnings Release November 7, 2022

SSNOI Reconciliation						Exhibit 4
(in thousands)		Three Months Ended
		September 30,
		2022		2021		% growth
Net income (loss)		$	(2,653)	$	190,336
Loss (gain) on real estate dispositions, net		(1,064)		(119,954)
Loss (income) from unconsolidated entities		6,698		15,832
Income tax expense (benefit)		3,257		4,940
Other expenses		15,481		3,575
Impairment of assets		4,356		1,490
Provision for loan losses, net		490		(271)
Loss (gain) on extinguishment of debt, net		2		(5)
Loss (gain) on derivatives and financial instruments, net		6,905		(8,078)
General and administrative expenses		34,811		32,256
Depreciation and amortization		353,699		267,754
Interest expense		139,682		122,522
Consolidated NOI		561,664		510,397
NOI attributable to unconsolidated investments(1)		27,374		20,042
NOI attributable to noncontrolling interests(2)		(27,236)		(31,061)
Pro rata NOI		561,802		499,378
Non-cash NOI attributable to same store properties		(21,173)		(15,413)
NOI attributable to non-same store properties		(135,000)		(102,264)
Currency and ownership adjustments(3)		4,148		2,771
Normalizing adjustments, net(4)		(2,961)		(4,967)
Same Store NOI (SSNOI)		$	406,816	$	379,505	7.2%
Seniors Housing Operating		152,204		129,480		17.6%
Seniors Housing Triple-net		82,561		81,283		1.6%
Outpatient Medical		105,460		104,020		1.4%
Health System		43,849		42,674		2.8%
Long-Term/Post-Acute Care		22,742		22,048		3.1%
Total SSNOI		$	406,816	$	379,505	7.2%
Notes:	(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.
	(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner and includes an adjustment to remove NOI related to certain leasehold properties.
	(3) Includes adjustments to reflect consistent property ownership percentages and foreign currency exchange rates for properties in the U.K. and Canada.
	(4) Includes other adjustments described in the accompanying Supplement.

Page 9 of 10

3Q22 Earnings Release November 7, 2022

Reconciliation of SHO SS REVPOR Growth				Exhibit 5
(in thousands except SS REVPOR)	Three Months Ended
	September 30,
	2022			2021
Consolidated SHO revenues	$	1,072,600		$	839,519
Unconsolidated SHO revenues attributable to WELL(1)	53,953			45,770
SHO revenues attributable to noncontrolling interests(2)	(64,800)			(73,193)
SHO pro rata revenues(3)	1,061,753			812,096
Non-cash revenues on same store properties	(556)			(556)
Revenues attributable to non-same store properties	(359,059)			(172,264)
Currency and ownership adjustments(4)	5,707			(191)
SHO SS revenues(5)	$	707,845		$	639,085
SHO SS revenue YOY growth	10.8		%
Average occupied units/month(6)	42,260			40,187
SHO SS REVPOR(7)	$	5,538		$	5,258
SS REVPOR YOY growth	5.3		%
(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.
(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner and includes an adjustment to remove revenues related to certain leasehold properties.
(3) Represents SHO revenues at Welltower pro rata ownership.
(4) Includes where appropriate adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.2738 and to translate UK properties at a GBP/USD rate of 1.3501.
(5) Represents SS SHO revenues at Welltower pro rata ownership.
(6) Represents average occupied units for SS properties on a pro rata basis.
(7) Represents pro rata SS average revenues generated per occupied room per month.

Page 10 of 10

EX-99.2

Table of Contents

Overview	1
Portfolio	2
Investment	6
Financial	12
Glossary	17
Supplemental Reporting Measures	18
Forward Looking Statements and Risk Factors	22

Overview

(dollars and occupancy at Welltower pro rata ownership; dollars in thousands)
Portfolio Composition(1)			Beds/Unit Mix
	Average Age	Properties	Total		Wellness Housing	Independent Living	Assisted Living	Memory Care	Long-Term/ Post-Acute Care
Seniors Housing Operating	18	939	110,280		15,503	44,377	35,158	14,364	878
Seniors Housing Triple-net	16	311	25,825		—	5,333	14,126	6,097	269
Outpatient Medical	17	401	23,656,228	(2)	n/a	n/a	n/a	n/a	n/a
Health System	31	205	24,485		—	201	517	3,145	20,622
Long-Term/Post-Acute Care	19	92	10,548		—	—	693	10	9,845
Total	19	1,948

NOI Performance	Same Store(3)							In-Place Portfolio(4)
	Properties	3Q21 NOI		3Q22 NOI		% Change		Properties	Annualized In-Place NOI		% of Total
Seniors Housing Operating	554	$	129,480	$	152,204	17.6	%	869	$	874,208	44.9	%
Seniors Housing Triple-net(5)	285	81,283		82,561		1.6	%	302	350,144		18.0	%
Outpatient Medical	354	104,020		105,460		1.4	%	386	456,908		23.5	%
Health System	201	42,674		43,849		2.8	%	201	175,392		9.0	%
Long-Term/Post-Acute Care(5)	76	22,048		22,742		3.1	%	82	90,116		4.6	%
Total	1,470	$	379,505	$	406,816	7.2	%	1,840	$	1,946,768	100.0	%

Portfolio Performance					Facility Revenue Mix
Stable Portfolio(6)	Occupancy		EBITDAR Coverage(7)	EBITDARM Coverage(7)	Private Pay		Medicaid		Medicare		Other Government(8)
Seniors Housing Operating	79.2	%	n/a	n/a	97.0	%	1.3	%	0.8	%	0.9	%
Seniors Housing Triple-net	78.8	%	0.83	1.01	89.4	%	3.9	%	0.9	%	5.8	%
Outpatient Medical	94.5	%	n/a	n/a	100.0	%	—		—		—
Health System	73.3	%	-0.60	-0.01	38.8	%	42.7	%	18.5	%	—	%
Long-Term/Post-Acute Care	80.0	%	1.31	1.58	28.5	%	33.5	%	38.0	%	—	%
Total			0.45	0.77	94.4	%	3.1	%	1.3	%	1.2	%

Notes:

(1) Includes land parcels and properties under development.

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

(3) See pages 19 and 20 for reconciliation.

(4) Excludes land parcels, loans, developments and investments held for sale. See page 19 for reconciliation.

(5) Same store NOI for these property types represents cash rent excluding the impact of expansions.

(6) Data as of September 30, 2022 for Seniors Housing Operating and Outpatient Medical and June 30, 2022 for remaining asset types.

(7) Represents trailing twelve month coverage metrics.

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

1

Portfolio

(dollars in thousands at Welltower pro rata ownership)
In-Place NOI Diversification(1)
By Partner:	Total Properties	Seniors Housing Operating		Seniors Housing Triple-net		Outpatient Medical		Health System		Long-Term/ Post-Acute Care		Total		% of Total
ProMedica	201	$	—	$	—	$	—	$	175,392	$	—	$	175,392	9.0	%
Sunrise Senior Living	125	142,852		—		—		—		—		142,852		7.3	%
Atria Senior Living	93	81,516		—		—		—		—		81,516		4.2	%
Cogir Management Corporation	50	77,936		—		—		—		—		77,936		4.0	%
Avery Healthcare	55	6,640		62,044		—		—		—		68,684		3.5	%
Belmont Village	21	68,244		—		—		—		—		68,244		3.5	%
Oakmont Management Group	32	63,536		—		—		—		—		63,536		3.3	%
Brookdale Senior Living	85	(1,388)		64,088		—		—		—		62,700		3.2	%
StoryPoint Senior Living	67	15,792		40,604		—		—		—		56,396		2.9	%
Revera	78	49,920		—		—		—		—		49,920		2.6	%
Remaining	1,033	369,160		183,408		456,908		—		90,116		1,099,592		56.5	%
Total	1,840	$	874,208	$	350,144	$	456,908	$	175,392	$	90,116	$	1,946,768	100.0	%
By Country:
United States	1,568	$	683,740	$	280,096	$	456,908	$	175,392	$	83,064	$	1,679,200	86.3	%
Canada	154	126,056		3,592		—		—		7,052		136,700		7.0	%
United Kingdom	118	64,412		66,456		—		—		—		130,868		6.7	%
Total	1,840	$	874,208	$	350,144	$	456,908	$	175,392	$	90,116	$	1,946,768	100.0	%
By MSA:
Los Angeles	72	$	66,152	$	19,808	$	32,648	$	—	$	—	$	118,608	6.1	%
New York / New Jersey	83	55,844		10,112		40,908		5,972		2,400		115,236		5.9	%
Dallas	59	33,020		3,324		27,248		880		4,328		68,800		3.5	%
Philadelphia	46	10,180		1,692		23,032		22,108		464		57,476		3.0	%
Greater London	50	40,940		15,360		—		—		—		56,300		2.9	%
Washington D.C.	42	33,528		1,568		6,624		11,556		2,832		56,108		2.9	%
San Francisco	23	31,452		10,604		1,180		5,068		—		48,304		2.5	%
San Diego	19	20,672		6,848		9,632		—		2,856		40,008		2.1	%
Houston	32	5,816		2,236		29,304		—		—		37,356		1.9	%
Chicago	43	11,172		7,560		5,144		11,324		—		35,200		1.8	%
Montréal	24	34,080		—		—		—		—		34,080		1.8	%
Charlotte	26	1,152		10,188		21,300		—		—		32,640		1.7	%
Raleigh	13	8,084		18,448		2,640		—		—		29,172		1.5	%
Boston	25	21,636		5,064		2,356		—		—		29,056		1.5	%
Minneapolis	20	(1,108)		15,932		13,976		—		—		28,800		1.5	%
Seattle	30	8,424		3,408		15,020		1,544		—		28,396		1.5	%
Toronto	25	25,304		—		—		—		—		25,304		1.3	%
Portland, OR	13	20,516		—		—		2,752		—		23,268		1.2	%
Miami	36	320		—		15,872		6,028		—		22,220		1.1	%
Indianapolis	17	656		12,140		464		—		8,852		22,112		1.1	%
Remaining	1,142	446,368		205,852		209,560		108,160		68,384		1,038,324		53.2	%
Total	1,840	$	874,208	$	350,144	$	456,908	$	175,392	$	90,116	$	1,946,768	100.0	%

Notes:

(1) Represents current quarter annualized In-Place NOI. See page 19 for reconciliation.

2

Portfolio

(dollars, units and occupancy at Welltower pro rata ownership; dollars in thousands)
Seniors Housing Operating
Total Portfolio Performance(1)	3Q21			4Q21			1Q22			2Q22			3Q22
Properties	736			755			805			836			870
Units	71,721			76,105			80,402			84,782			87,375
Total occupancy	74.9		%	76.3		%	76.3		%	77.1		%	78.0		%
Total revenues	$	812,096		$	877,564		$	969,979		$	1,000,962		$	1,061,753
Operating expenses	644,241			698,601			774,936			777,178			831,556
NOI	$	167,855		$	178,963		$	195,043		$	223,784		$	230,197
NOI margin	20.7		%	20.4		%	20.1		%	22.4		%	21.7		%
Recurring cap-ex	$	15,395		$	28,057		$	23,325		$	26,806		$	31,513
Other cap-ex	$	35,588		$	51,168		$	45,988		$	57,225		$	56,878

Same Store Performance(2)	3Q21			4Q21			1Q22			2Q22			3Q22
Properties	554			554			554			554			554
Occupancy	75.8		%	77.4		%	77.6		%	78.6		%	79.7		%
Same store revenues	$	639,085		$	655,593		$	671,984		$	687,104		$	707,845
Compensation	307,220			323,408			322,834			327,310			337,059
Utilities	30,519			29,831			34,040			29,600			34,229
Food	24,723			25,785			25,548			27,312			27,970
Repairs and maintenance	18,015			19,304			18,637			18,213			20,391
Property taxes	26,960			24,030			27,451			27,160			27,098
All other	102,168			109,696			105,954			108,074			108,894
Same store operating expenses	509,605			532,054			534,464			537,669			555,641
Same store NOI	$	129,480		$	123,539		$	137,520		$	149,435		$	152,204
Same store NOI margin %	20.3		%	18.8		%	20.5		%	21.7		%	21.5		%
Year over year NOI growth rate													17.6		%

Partners(3)	Properties	Pro Rata Units	Welltower Ownership %(4)		Core Markets	3Q22 NOI		% of Total
Sunrise Senior Living	125	10,004	100.0	%	Southern California	$	25,992	11.3	%
Atria Senior Living	93	11,296	100.0	%	Northern California	16,759		7.3	%
Cogir Management Corporation	50	4,369	88.6	%	New York / New Jersey	13,933		6.1	%
Belmont Village	21	2,804	95.0	%	Greater London	10,283		4.5	%
Oakmont Management Group	32	1,437	100.0	%	Washington D.C.	9,440		4.1	%
Revera	78	8,352	75.0	%	Montréal	8,718		3.8	%
Brandywine Living	30	2,837	99.6	%	Toronto	6,354		2.8	%
Signature UK	33	2,326	83.2	%	Boston	5,336		2.3	%
Senior Resource Group	12	3,268	46.9	%	Seattle	2,337		1.0	%
Clover	34	3,630	90.5	%	Vancouver	2,176		0.9	%
Legend Senior Living	37	2,809	93.3	%	Birmingham, UK	2,008		0.9	%
Chartwell	42	4,479	49.6	%	Manchester, UK	1,349		0.6	%
Sagora Senior Living	14	1,483	98.1	%	Ottawa	1,276		0.6	%
Care UK	26	1,869	100.0	%	Core Markets	105,961		46.2	%
Remaining	242	26,366			All Other	124,236		53.8	%
Total	869	87,329			Total	$	230,197	100.0	%

Notes:

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

(2) See pages 19 and 20 for reconciliation.

(3) Represents partner concentration based on annualized In Place NOI for the quarter ended September 30, 2022. Property count and pro rata units represent the In Place portfolio.

(4) Welltower ownership percentage weighted based on In-Place NOI. See page 19 for reconciliation.

3

Portfolio

(dollars in thousands at Welltower pro rata ownership)
Payment Coverage Stratification
	EBITDARM Coverage(1)								EBITDAR Coverage(1)
% of In-Place NOI	Seniors Housing Triple-net		Long-Term/ Post- Acute Care		Total		Weighted Average Maturity	Number of Leases	Seniors Housing Triple-net		Long-Term/ Post- Acute Care		Total		Weighted Average Maturity	Number of Leases
< 0.85x	1.6	%	0.1	%	1.7	%	11	6	7.3	%	0.9	%	8.2	%	9	11
0.85x - 0.95x	3.3	%	—	%	3.3	%	5	1	1.5	%	0.5	%	2.0	%	11	4
0.95x - 1.05x	2.1	%	—	%	2.1	%	11	2	1.9	%	0.9	%	2.8	%	8	4
1.05x - 1.15x	1.8	%	0.8	%	2.6	%	13	5	3.6	%	—	%	3.6	%	12	2
1.15x - 1.25x	1.8	%	0.6	%	2.4	%	6	4	0.7	%	—	%	0.7	%	13	1
1.25x - 1.35x	3.2	%	0.9	%	4.1	%	12	2	—	%	—	%	—	%	—	—
> 1.35x	1.2	%	1.8	%	3.0	%	11	6	—	%	1.9	%	1.9	%	10	4
Total	15.0	%	4.2	%	19.2	%	10	26	15.0	%	4.2	%	19.2	%	10	26

Revenue and Lease Maturity(2)
	Rental Income
Year	Seniors Housing Triple-net		Outpatient Medical		Health System		Long-Term / Post-Acute Care		Interest Income		Total Revenues		% of Total
2022	$	—	$	22,902	$	—	$	1,319	$	7,098	$	31,319	2.5	%
2023	1,742		48,520		—		840		10,342		61,444		5.0	%
2024	12,110		56,191		—		—		26,784		95,085		7.7	%
2025	5,290		38,311		—		—		9,513		53,114		4.3	%
2026	44,766		37,769		—		6,916		84,638		174,089		14.1	%
2027	—		36,610		—		1,182		2,133		39,925		3.2	%
2028	5,237		28,286		—		5,246		370		39,139		3.2	%
2029	4,001		29,351		—		—		392		33,744		2.7	%
2030	29,524		30,661		—		27,853		140		88,178		7.2	%
2031	16,867		44,264		—		4,253		226		65,610		5.3	%
Thereafter	206,646		121,286		177,103		41,810		3,040		549,885		44.8	%
	$	326,183	$	494,151	$	177,103	$	89,419	$	144,676	$	1,231,532	100.0	%
Weighted Avg Maturity Years	10		7		14		10		4		9

Notes:

(1) Represents trailing twelve month coverage metrics as of June 30, 2022 for stable portfolio only. Agreements included represent 85% of total Seniors Housing Triple-net and Long-Term/Post-Acute Care In-Place NOI. See page 19 for a reconciliation. Agreements with mixed units use the predominant type based on investment balance.

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

4

Portfolio

(dollars, square feet and occupancy at Welltower pro rata ownership; dollars in thousands except per square feet)
Outpatient Medical
Total Portfolio Performance(1)	3Q21			4Q21			1Q22			2Q22			3Q22
Properties	366			375			379			384			386
Square feet	17,383,040			17,572,561			18,079,918			18,452,459			18,665,903
Occupancy	94.7		%	94.8		%	94.7		%	94.5		%	94.5		%
Total revenues	$	160,003		$	161,022		$	163,597		$	166,220		$	171,990
Operating expenses	48,796			47,254			50,599			51,177			53,684
NOI	$	111,207		$	113,768		$	112,998		$	115,043		$	118,306
NOI margin	69.5		%	70.7		%	69.1		%	69.2		%	68.8		%
Revenues per square foot	$	36.82		$	36.65		$	36.19		$	36.03		$	37.15
NOI per square foot	$	25.59		$	25.90		$	25.00		$	24.94		$	25.55
Recurring cap-ex	$	7,327		$	18,287		$	9,141		$	12,752		$	13,470
Other cap-ex	$	2,064		$	4,738		$	1,594		$	2,303		$	2,472

Same Store Performance(2)	3Q21			4Q21			1Q22			2Q22			3Q22
Properties	354			354			354			354			354
Occupancy	94.9		%	94.9		%	94.7		%	94.9		%	94.8		%
Same store revenues	$	150,974		$	150,909		$	154,162		$	153,897		$	155,255
Same store operating expenses	46,954			45,495			48,198			48,271			49,795
Same store NOI	$	104,020		$	105,414		$	105,964		$	105,626		$	105,460
NOI margin	68.9		%	69.9		%	68.7		%	68.6		%	67.9		%
Year over year NOI growth rate													1.4		%

Portfolio Diversification by Tenant(3)	Rental Income		% of Total		Quality Indicators
Kelsey-Seybold	$	26,705	5.4	%	Health system affiliated properties as % of NOI(3)	89.7	%
Novant Health	15,089		3.1	%	Health system affiliated tenants as % of rental income(3)	58.5	%
Virtua	14,991		3.0	%	Retention (trailing twelve months)(3)	90.2	%
Common Spirit Health	14,142		2.9	%	In-house managed properties as % of square feet(3,4)	86.7	%
Providence Health & Services	13,969		2.8	%	Average remaining lease term (years)(3)	6.7
Remaining portfolio	409,255		82.8	%	Average building size (square feet)(3)	60,256
Total	$	494,151	100.0	%	Average age (years)	17

Expirations(3)	2022		2023		2024		2025		2026		Thereafter
Occupied square feet	781,545		1,685,718		1,893,356		1,336,588		1,373,964		10,572,963
% of occupied square feet	4.4	%	9.6	%	10.7	%	7.6	%	7.8	%	59.9	%

Notes:

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

(2) Includes 354 same store properties representing 16,968,378 square feet. See pages 19 and 20 for reconciliation.

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

(4) Excludes tenant managed properties.

5

Investment

(dollars in thousands at Welltower pro rata ownership)

Relationship Investment History

Detail of Acquisitions/JVs(1)
	2018			2019		2020		2021		1Q22		2Q22		3Q22		18-22 Total
Count		15		27		12		35		5		11		7		112
Total		$	3,788,261	$	4,073,554	$	910,217	$	4,101,533.59	$	740,036	$	1,043,881	$	797,656	$	15,455,139
Low		4,950		7,550		6,201		5,000		24,500		12,000		15,622		4,950
Median		73,727		38,800		48,490		45,157		137,437		37,200		120,175		48,407
High		2,481,723		1,250,000		235,387		1,576,642		389,149		385,653		204,647		2,481,723

Investment Timing
	Acquisitions and Loan Funding(2)		Yield		Construction Conversions(3)		Year 1 Yield		Dispositions and Loan Payoffs		Yield
July	$	368,186	5.9	%	$	27,899	-0.8	%	$	5,934	12.0	%
August	472,805		4.5	%	12,808		1.4	%	—		—	%
September	9,378		7.7	%	37,882		3.0	%	2,300		—	%
Total	$	850,369	5.1	%	$	78,589	1.4	%	$	8,234	8.6	%

Notes:

(1) Includes non-yielding asset acquisitions.

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

(3) Includes expansion conversions.

6

Investment

(dollars in thousands at Welltower pro rata ownership, except per bed / unit / square foot)
Gross Investment Activity
	Third Quarter 2022
	Properties	Beds / Units / Square Feet		Investment Per Bed / Unit / SqFt		Pro Rata Amount		Yield
Acquisitions and Loan Funding(1)
Seniors Housing Operating	30	2,337	units	$	312,948	$	725,034
Outpatient Medical	2	154,492	sf	472		72,622
Loan funding						52,713
Total acquisitions and loan funding(2)	32					850,369		5.1	%
Development Funding(3)
Development projects:
Seniors Housing Operating	51	7,716	units			152,532
Seniors Housing Triple-net	1	191	units			15,487
Outpatient Medical	7	372,577	sf			25,269
Total development projects	59					193,288
Expansion projects:
Seniors Housing Operating	3	195	units			3,873
Outpatient Medical	2	51,095	sf			5,841
Total expansion projects	5					9,714
Total development funding	64					203,002		7.6	%
Total gross investments						1,053,371		5.6	%
Dispositions and Loan Payoffs(4)
Long-Term/Post-Acute Care	1	175	beds	13,143		2,300
Loan payoffs						5,934
Total dispositions and loan payoffs(5)	1					8,234		8.6	%
Net investments (dispositions)						$	1,045,137

Notes:

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

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

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

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

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

7

Investment

(dollars in thousands, except per bed / unit / square foot, at Welltower pro rata ownership)
Gross Investment Activity
	Year-To-Date 2022
	Properties	Beds / Units / Square Feet		Investment Per Bed / Unit / SqFt		Pro Rata Amount		Yield
Acquisitions and Loan Funding(1)
Seniors Housing Operating	70	7,892	units	$	266,006	$	2,120,476
Outpatient Medical	11	1,034,257	sf	314		323,660
Health System	—	—	units	—		137,437
Loan funding						204,772
Total acquisitions and loan funding(2)	81					2,786,345		5.2	%
Development Funding(3)
Development projects:
Seniors Housing Operating	58	8,678	units			730,537
Seniors Housing Triple-net	1	191	units			55,551
Outpatient Medical	7	372,577	sf			77,877
Total development projects	66					863,965
Expansion projects:
Seniors Housing Operating	3	195	units			9,267
Outpatient Medical	2	51,095	sf			11,050
Total expansion projects	5					20,317
Total development funding	71					884,282		7.2	%
Total gross investments						3,670,627		5.7	%
Dispositions and Loan Payoffs(4)
Seniors Housing Operating	1	29	units	139,655		4,050
Seniors Housing Triple-net	1	72	units	125,347		9,025
Long-Term/Post-Acute Care	9	1,098	beds	78,315		85,990
Loan payoffs						165,223
Total dispositions and loan payoffs(5)	11					264,288		8.1	%
Net investments (dispositions)						$	3,406,339

Notes:

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

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

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

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

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

8

Investment

Property Acquisitions Detail
Operator		Units	Location				MSA
Seniors Housing Operating
	Kisco Senior Living	187	1700 Tice Valley Boulevard	Walnut Creek	CA	US	San Francisco
	Oakmont Management Group	87	2400 Pleasant Grove Boulevard	Roseville	CA	US	Sacramento
	Oakmont Management Group	81	3110 Royal Avenue	Simi Valley	CA	US	Oxnard
	Oakmont Management Group	121	39905 Via Scena	Palm Desert	CA	US	Riverside
	Oakmont Management Group	97	4210 Thomas Lake Harris Drive	Santa Rosa	CA	US	Santa Rosa, CA
	Oakmont Management Group	95	433 West Bastanchury Road	Fullerton	CA	US	Los Angeles
	Oakmont Management Group	119	460 South La Floresta Drive	Brea	CA	US	Los Angeles
	StoryPoint Senior Living	62	125 Omni Lake Parkway	Hudson	OH	US	Akron
	StoryPoint Senior Living	38	1430 Cleaver Road	Caro	MI	US	No MSA
	StoryPoint Senior Living	152	150 Omni Lake Parkway	Hudson	OH	US	Akron
	StoryPoint Senior Living	40	1507 Glastonbury Drive	St Johns	MI	US	Lansing, MI
	StoryPoint Senior Living	43	1691 Queens Gate Circle	Cuyahoga Falls	OH	US	Akron
	StoryPoint Senior Living	96	2550 University Drive South East	Massillon	OH	US	Canton, OH
	StoryPoint Senior Living	35	2625 North Adrian Highway	Adrian	MI	US	Adrian, MI
	StoryPoint Senior Living	56	2920 Snouffer Road	Columbus	OH	US	Columbus
	StoryPoint Senior Living	132	33770 Bagley Road	North Ridgeville	OH	US	Cleveland
	StoryPoint Senior Living	101	3430 Brunswick Lake Parkway	Brunswick	OH	US	Cleveland
	StoryPoint Senior Living	50	3932 Monitor Road	Bay City	MI	US	Bay City, MI
	StoryPoint Senior Living	46	3939 44th Street South West	Grandville	MI	US	Grand Rapids
	StoryPoint Senior Living	44	4124 Waldo Avenue	Midland	MI	US	Midland, MI
	StoryPoint Senior Living	97	4245 Glen Drive	Millersburg	OH	US	Cleveland
	StoryPoint Senior Living	48	4276 Kroger Drive	Swartz Creek	MI	US	Flint, MI
	StoryPoint Senior Living	41	445 North Lotz Road	Canton	MI	US	Detroit
	StoryPoint Senior Living	40	502 North Sherman Street	Ludington	MI	US	Ludington, MI
	StoryPoint Senior Living	39	620 Ely Street	Allegan	MI	US	Holland, MI
	StoryPoint Senior Living	64	706 Kentucky Avenue	South Haven	MI	US	Kalamazoo-Portage, MI
	StoryPoint Senior Living	101	8001 Red Buckeye Drive	Tipp City	OH	US	Dayton
	StoryPoint Senior Living	137	850 Applegrove Street	North Canton	OH	US	Canton, OH
	StoryPoint Senior Living	62	865 Maxtown Road	Westerville	OH	US	Columbus
	StoryPoint Senior Living	26	9494 Paden Road	Lakeview	MI	US	Grand Rapids
	Total	2,337
	Outpatient Medical	Sq. Ft
	UMMS TOWSON	55,969	8322 Bellona Avenue	Towson	MD	US	Baltimore
	Regents Forty 180 La Jolla	98,523	4180 La Jolla Village Drive	La Jolla	CA	US	San Diego
	Total	154,492

9

Investment

(dollars in thousands at Welltower pro rata ownership)
Development Summary(1)
		Unit Mix
	Facility MSA	Total	Wellness Housing	Independent Living	Assisted Living		Memory Care	Commitment Amount		Balance at 09/30/22		Estimated Conversion(3)
Seniors Housing Operating
	New York	528	400	—	92		36	$	149,605	$	145,516	4Q22
	Greater London	82	—	—	51		31	38,969		19,613		4Q22
	Dallas	193	193	—	—		—	38,054		30,055		4Q22 - 1Q23
	Birmingham, UK	66	—	—	41		25	13,361		12,683		4Q22
	Cleveland	119	119	—	—		—	13,016		12,078		4Q22
	Leicester	60	—	—	36		24	12,470		11,122		4Q22
	Greater London	76	—	—	46		30	11,145		8,988		4Q22
	New York	72	—	—	36		36	41,922		26,536		1Q23
	Austin	196	196	—	—		—	39,500		23,282		1Q23 - 2Q23
	Austin	188	188	—	—		—	36,215		26,723		1Q23 - 2Q23
	Coventry	76	—	—	38		38	17,049		12,055		1Q23
	Dallas	57	57	—	—		—	15,765		10,406		1Q23 - 2Q23
	Meadville, PA	128	128	—	—		—	13,861		13,861		1Q23
	Pittsburgh	116	116	—	—		—	13,216		12,602		1Q23
	Charlotte	328	328	—	—		—	91,836		38,146		2Q23 - 3Q23
	New York	158	—	—	71		87	79,391		64,381		2Q23
	Barnstable Town, MA	120	120	—	—		—	31,454		31,454		2Q23
	Hartford	128	128	—	—		—	22,146		22,146		2Q23
	Hartford	122	122	—	—		—	20,747		20,747		2Q23
	Boston	167	—	91	48		28	81,003		27,256		3Q23
	Phoenix	199	199	—	—		—	54,754		10,942		3Q23 - 4Q23
	Phoenix	204	204	—	—		—	53,400		16,540		3Q23 - 4Q23
	Tampa	206	206	—	—		—	52,493		7,485		4Q23 - 1Q24
	Houston	130	130	—	—		—	31,738		6,458		4Q23 - 1Q24
	Kansas City	134	134	—	—		—	21,074		21,074		4Q23
	Cincinnati	122	122	—	—		—	16,385		3,882		4Q23
	Naples, FL	188	188	—	—		—	56,910		9,034		1Q24 - 2Q24
	Dallas	52	52	—	—		—	16,358		3,310		1Q24 - 2Q24
	Washington D.C.	302	—	190	89		23	156,194		57,292		2Q24
	Boston	160	—	82	37		41	148,590		60,395		2Q24
	Washington D.C.	124	—	70	25		29	119,890		34,321		2Q24
	Killeen, TX	245	245	—	—		—	65,569		7,698		3Q24 - 4Q24
	Peterborough	80	—	—	52		28	11,961		1,231		3Q24
	Burley	70	—	—	45		25	11,254		1,560		3Q24
	San Jose	509	509	—	—		—	110,701		104,851		1Q25
	San Jose	176	—	—	143		33	64,686		37,593		1Q25
	San Jose	158	—	—	158		—	61,929		29,694		1Q25
	Little Rock	283	283	—	—		—	13,893		1,856		3Q25
	Sunrise Developments	939	—	—	584		355	236,700		121,712		1Q23 - 3Q24
	Subtotal	7,261	4,367	433	1,592		869	2,085,204		1,106,578
Seniors Housing Triple-net
	Raleigh	191	—	151	40		—	141,748		89,893		2Q23
	Subtotal	191	—	151	40		—	141,748		89,893
Outpatient Medical				Rentable Square Ft	Preleased %		Health System Affiliation	Commitment Amount		Balance at 09/30/22		Estimated Conversion
	Tyler, TX			85,214	100	%	Yes	34,750		26,693		4Q22
	Houston			36,500	100	%	Yes	18,031		14,701		4Q22
	Houston			16,835	100	%	Yes	9,935		2,924		1Q23
	Oklahoma City			134,285	100	%	Yes	93,329		35,656		2Q23
	Beaumont-Port Arthur, TX			35,831	100	%	Yes	11,615		2,781		2Q23
	Houston			16,830	100	%	Yes	9,077		1,561		2Q23
	Subtotal			325,495				176,737		84,316
Total Development Projects								$	2,403,689	$	1,280,787

Note:

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

(2) Relates to ten properties, with a weighted-average ownership of 37%.

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

10

Investment

(dollars in thousands at Welltower pro rata ownership)
Development Funding Projections(1)
					Projected Future Funding
	Projects	Beds / Units / Square Feet	Projected Yields(2)		2022 Funding		Funding Thereafter		Total Unfunded Commitments		Committed Balances
Seniors Housing Operating	48	7,261	7.0	%	$	206,734	$	771,892	$	978,626	$	2,085,204
Seniors Housing Triple-net	1	191	9.3	%	17,285		34,570		51,855		141,748
Outpatient Medical	6	325,495	6.1	%	38,941		53,480		92,421		176,737
Total	55		7.1	%	$	262,960	$	859,942	$	1,122,902	$	2,403,689

Development Project Conversion Estimates(1)
Quarterly Conversions							Annual Conversions
	Amount		Year 1 Yields(2)		Stable Yields(2)			Amount		Year 1 Yields(2)		Stable Yields(2)
1Q22 actual	$	228,021	2.2	%	7.2	%	2022 actual	$	390,791	1.4	%	7.3	%
2Q22 actual	84,181		(0.7)	%	8.1	%	2022 estimate	291,347		3.7	%	6.5	%
3Q22 actual	78,589		1.4	%	6.7	%	2023 estimate	1,129,461		1.4	%	7.3	%
4Q22 estimate	291,347		3.7	%	6.5	%	2024 estimate	731,671		(0.4)	%	7.2	%
1Q23 estimate	199,934		(1.6)	%	7.4	%	2025 estimate	251,209		6.4	%	6.5	%
2Q23 estimate	569,096		3.3	%	7.5	%	Total	2,794,479		1.6	%	7.1	%
3Q23 estimate	214,818		0.4	%	7.1	%	Total	$	5,588,958
4Q23 estimate	145,613		(0.1)	%	6.6	%
1Q24 estimate	103,078		1.2	%	6.7	%
2Q24 estimate	519,089		(0.8)	%	7.5	%
3Q24 estimate	43,935		(3.1)	%	7.5	%
4Q24 estimate	65,569		1.6	%	5.7	%
1Q25 estimate	237,316		6.5	%	6.5	%
3Q25 estimate	13,893		4.1	%	6.9	%
Total	$	2,794,479	1.6	%	7.1	%

Unstabilized Properties
	06/30/2022 Properties	Stabilizations	Construction Conversions(3)	Acquisitions/ Dispositions	09/30/2022 Properties	Beds / Units
Seniors Housing Operating	39	(1)	3	—	41	5,791
Seniors Housing Triple-net	23	(3)	—	—	20	2,256
Total	62	(4)	3	—	61	8,047

Occupancy	06/30/2022 Properties	Stabilizations	Construction Conversions(3)		Acquisitions/ Dispositions		Progressions		09/30/2022 Properties
0% - 50%	29	(1)	3		—		(2)		29
50% - 70%	23	(1)	—		—		(3)		19
70% +	10	(2)	—		—		5		13
Total	62	(4)	3		—		—		61
Occupancy	09/30/2022 Properties	Months In Operation	Revenues		% of Total Revenues(4)		Gross Investment Balance		% of Total Gross Investment
0% - 50%	29	13	$	45,823	0.8	%	$	962,150	2.3	%
50% - 70%	19	20	68,169		1.2	%	618,858		1.5	%
70% +	13	26	67,173		1.1	%	388,206		0.9	%
Total	61	11	$	181,165	3.1	%	$	1,969,214	4.7	%

Notes:

(1) Includes development projects (construction in progress, development loans and in-substance real estate) and excludes expansion projects.

(2) Actual yields may vary.

(3) Includes expansion and development loan conversions.

(4) Percent of total revenues based on current quarter annualized pro rata total revenues on page 13.

11

Financial

(dollars in thousands at Welltower pro rata ownership)
Components of NAV
Stabilized NOI				Pro rata beds/units/square feet
Seniors Housing Operating(1)	$	874,208		87,329	units
Seniors Housing Triple-net	350,144			24,054	units
Outpatient Medical	456,908			18,665,903	square feet
Health System	175,392			20,279	units/beds
Long-Term/Post-Acute Care	90,116			6,484	beds
Total In-Place NOI(2)	1,946,768
Incremental stabilized NOI(3)	106,406
Total stabilized NOI	$	2,053,174
Obligations
Lines of credit and commercial paper(4)	$	655,000
Senior unsecured notes(4)	12,479,012
Secured debt(4)	3,064,122
Financing lease liabilities	109,414
Total debt	$	16,307,548
Add (Subtract):
Other liabilities (assets), net(5)	$	62,754
Cash and cash equivalents and restricted cash	(425,184)
Net obligations	$	15,945,118
Other Assets
Land parcels	$	280,601		Effective Interest Rate(8)
Real estate loans receivable(6)	1,267,731			10.7%
Non real estate loans receivable(7)	257,996			11.3%
Joint venture real estate loans receivables(9)	246,145			5.8%
Other investments(10)	8,347
Property dispositions(11)	466,060
Development properties:(12)
Current balance	1,306,830
Unfunded commitments	1,174,446
Committed balances	$	2,481,276
Projected yield	7.1		%
Projected NOI	$	176,171
Common Shares Outstanding(13)	474,833

Notes:

(1) Includes $15,081,000 attributable to our proportional share of income from unconsolidated management company investments.

(2) See page 19 for reconciliation.

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

(4) Represents principal amounts due and do not include unamortized premiums/discounts, deferred loan expenses or other fair value adjustments as reflected on the balance sheet. Includes $1,047,108,000 of foreign secured debt.

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

Unearned revenues	$	421,438
Below market tenant lease intangibles, net	26,429
Deferred taxes, net	(31,093)
Intangible assets, net	(61,383)
Other non-cash liabilities / (assets), net	6,438
Total non-cash liabilities/(assets), net	$	361,829

(6) Represents $1,280,696,000 of real estate loans, excluding development loans and including certain in substance real estate developments and held to maturity debt securities, and net of $12,965,000 of credit allowances.

(7) Represents $409,796,000 of non-real estate loans, net of $151,800,000 of credit allowances.

(8) Average cash-pay interest rates are 6.6%, 2.2% and 5.8% for real estate, non-real estate loans and joint venture real estate loans, respectively. Rates exclude non-accrual/interest-free loans.

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

(10) Represents the fair value of Genesis Healthcare, Inc. stock investment based on closing stock price at September 30, 2022 and estimated fair value of a 3.4% ownership in a Seniors Housing Operating portfolio excluded from IPNOI.

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

(12) See pages 10-11. Also includes expansion projects.

(13) Includes redeemable OP units.

12

Financial

(dollars in thousands at Welltower pro rata ownership)
Net Operating Income(1)
	3Q21		4Q21		1Q22		2Q22		3Q22
Revenues:
Seniors Housing Operating
Resident fees and services	$	809,930	$	870,039	$	965,574	$	1,000,571	$	1,057,814
Interest income	1,117		1,091		1,398		1,642		2,210
Other income	1,049		6,434		3,007		(1,251)		1,729
Total revenues	812,096		877,564		969,979		1,000,962		1,061,753
Seniors Housing Triple-net
Rental income	114,039		116,497		108,792		110,914		103,588
Interest income	32,153		33,149		33,097		31,725		32,726
Other income	901		1,068		1,471		1,786		1,307
Total revenues	147,093		150,714		143,360		144,425		137,621
Outpatient Medical
Rental income	157,474		155,715		160,288		163,808		170,051
Interest income	472		51		71		65		80
Other income	2,057		5,256		3,238		2,347		1,859
Total revenues	160,003		161,022		163,597		166,220		171,990
Health System
Rental income	46,204		47,440		51,243		52,052		52,174
Total revenues	46,204		47,440		51,243		52,052		52,174
Long-Term/Post-Acute Care
Rental income	32,255		30,989		30,039		29,189		30,827
Interest income	6,122		5,381		5,107		5,499		5,760
Other income	184		—		234		—		513
Total revenues	38,561		36,370		35,380		34,688		37,100
Corporate
Other income	3,362		3,548		3,183		3,665		3,942
Total revenues	3,362		3,548		3,183		3,665		3,942
Total
Rental income	349,972		350,641		350,362		355,963		356,640
Resident fees and services	809,930		870,039		965,574		1,000,571		1,057,814
Interest Income	39,864		39,672		39,673		38,931		40,776
Other Income	7,553		16,306		11,133		6,547		9,350
Total revenues	1,207,319		1,276,658		1,366,742		1,402,012		1,464,580
Property operating expenses:
Seniors Housing Operating	644,241		698,601		774,936		777,178		831,556
Seniors Housing Triple-net	7,927		8,236		7,421		7,778		7,688
Outpatient Medical	48,796		47,254		50,599		51,177		53,684
Health System	64		64		35		100		68
Long-Term/Post-Acute Care	3,859		4,085		3,958		3,837		3,988
Corporate	3,054		1,935		2,615		2,645		5,794
Total property operating expenses	707,941		760,175		839,564		842,715		902,778
Net operating income:
Seniors Housing Operating	167,855		178,963		195,043		223,784		230,197
Seniors Housing Triple-net	139,166		142,478		135,939		136,647		129,933
Outpatient Medical	111,207		113,768		112,998		115,043		118,306
Health System	46,140		47,376		51,208		51,952		52,106
Long-Term/Post-Acute Care	34,702		32,285		31,422		30,851		33,112
Corporate	308		1,613		568		1,020		(1,852)
Net operating income	$	499,378	$	516,483	$	527,178	$	559,297	$	561,802

Note:

(1) Please see discussion of Supplemental Reporting Measures on page 18. Includes amounts from investments sold or held for sale. NOI related to DownREITs included at 100%. Excludes NOI related to a leasehold portfolio interest for 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 leasehold interests were excluded from NOI and relevant metrics such as property count, unit count, IPNOI. same store NOI, REVPOR and same store REVPOR. Effective April 1, 2022, the lease was terminated and the related lease termination income was also excluded from NOI.

13

Financial

(dollars in thousands)
Leverage and EBITDA Reconciliations(1)
	Twelve Months Ended			Three Months Ended
	September 30, 2022			September 30, 2022
Net income (loss)	$	224,964		$	(2,653)
Interest expense	510,976			139,682
Income tax expense (benefit)	13,386			3,257
Depreciation and amortization	1,252,583			353,699
EBITDA	2,001,909			493,985
Loss (income) from unconsolidated entities	28,814			6,698
Stock-based compensation(2)	22,525			6,115
Loss (gain) on extinguishment of debt, net	(497)			2
Loss (gain) on real estate dispositions, net	(32,139)			(1,064)
Impairment of assets	6,713			4,356
Provision for loan losses, net	(188)			490
Loss (gain) on derivatives and financial instruments, net	7,246			6,905
Other expenses(2)	92,076			15,481
Lease termination and leasehold interest adjustment(3)	(63,454)			—
Casualty losses, net of recoveries(4)	7,802			328
Other impairment(5)	(620)			—
Total adjustments	68,278			39,311
Adjusted EBITDA	$	2,070,187		$	533,296
Interest Coverage Ratios
Interest expense	$	510,976		$	139,682
Capitalized interest	26,054			8,863
Non-cash interest expense	(18,679)			(2,882)
Total interest	$	518,351		$	145,663
EBITDA	$	2,001,909		$	493,985
Interest coverage ratio	3.86		x	3.39		x
Adjusted EBITDA	$	2,070,187		$	533,296
Adjusted Interest coverage ratio	3.99		x	3.66		x
Fixed Charge Coverage Ratios
Total interest	$	518,351		$	145,663
Secured debt principal amortization	61,002			13,775
Total fixed charges	$	579,353		$	159,438
EBITDA	$	2,001,909		$	493,985
Fixed charge coverage ratio	3.46		x	3.10		x
Adjusted EBITDA	$	2,070,187		$	533,296
Adjusted Fixed charge coverage ratio	3.57		x	3.34		x
Net Debt to EBITDA Ratios
Total debt(6)				$	15,210,358
Less: cash and cash equivalents and restricted cash				(425,184)
Net debt				$	14,785,174
EBITDA Annualized				$	1,975,940
Net debt to EBITDA ratio				7.48		x
Adjusted EBITDA Annualized				$	2,133,184
Net debt to Adjusted EBITDA ratio				6.93		x

Notes:

(1) Please see discussion of Supplemental Reporting Measures on page 18.

(2) Certain severance-related costs are included in stock-based compensation and excluded from other expenses.

(3) Effective April 1, 2022, our leasehold interest relating to the master lease with National Health Investors ("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. We recognized a gain of $58,621,000 related to the termination of this lease in other income. The net impact of these leasehold properties inclusive of the gain has been excluded from Adjusted EBITDA.

(4) Represents casualty losses net of any insurance recoveries.

(5) Primarily related to the release of previously reserved straight-line receivables.

(6) Includes unamortized premiums/discounts, other fair value adjustments and financing lease liabilities of $109,414,000. Excludes operating lease liabilities of $301,001,000 related to ASC 842 adoption.

14

Financial

(in thousands except share price)
Leverage and Current Capitalization(1)
			% of Total
Book Capitalization
Lines of credit and commercial paper(2)	$	654,715	1.86	%
Long-term debt obligations(2)(3)	14,555,643		41.30	%
Cash and cash equivalents and restricted cash	(425,184)		(1.21)	%
Net debt to consolidated book capitalization	$	14,785,174	41.95	%
Total equity(4)	20,457,650		58.05	%
Consolidated book capitalization	$	35,242,824	100.00	%
Joint venture debt, net(5)	942,801
Total book capitalization	$	36,185,625
Undepreciated Book Capitalization
Lines of credit and commercial paper(2)	$	654,715	1.53	%
Long-term debt obligations(2)(3)	14,555,643		33.90	%
Cash and cash equivalents and restricted cash	(425,184)		(0.99)	%
Net debt to consolidated undepreciated book capitalization	$	14,785,174	34.44	%
Accumulated depreciation and amortization	7,687,077		17.91	%
Total equity(4)	20,457,650		47.65	%
Consolidated undepreciated book capitalization	$	42,929,901	100.00	%
Joint venture debt, net(5)	942,801
Total undepreciated book capitalization	$	43,872,702
Enterprise Value
Lines of credit and commercial paper(2)	$	654,715	1.41	%
Long-term debt obligations(2)(3)	14,555,643		31.33	%
Cash and cash equivalents and restricted cash	(425,184)		(0.92)	%
Net debt to consolidated enterprise value	$	14,785,174	31.82	%
Common shares outstanding	472,517
Period end share price	64.32
Common equity market capitalization	$	30,392,293	65.41	%
Noncontrolling interests(4)	1,288,343		2.77	%
Consolidated enterprise value	$	46,465,810	100.00	%
Joint venture debt, net(5)	942,801
Total enterprise value	$	47,408,611
Secured Debt as % of Total Assets
Secured debt(2)	$	2,121,628	5.67	%
Total assets	$	37,414,488
Total Debt as % of Total Assets
Total debt(2)(3)	$	15,210,358	40.65	%
Total assets	$	37,414,488
Unsecured Debt as % of Unencumbered Assets
Unsecured debt(2)	$	12,979,316	35.37	%
Unencumbered assets	$	36,690,910

Notes:

(1) Please see discussion of Supplemental Reporting Measures on page 18.

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

(3) Includes financing lease liabilities of $109,414,000 and excludes operating lease liabilities of $301,001,000 related to ASC 842 adoption.

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

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

15

Financial

(dollars in thousands)
Debt Maturities and Principal Payments(1)
Year	Lines of Credit and Commercial Paper(2)				Senior Unsecured Notes(3,4,5,6)			Consolidated Secured Debt			Share of Unconsolidated Secured Debt			Noncontrolling Interests' Share of Consolidated Secured Debt			Combined Debt(7)				% of Total		Wtd. Avg. Interest Rate (8)
2022	$	—			$	—		$	268,769		$	80,281		$	(99,488)		$	249,562			1.54	%	4.54	%
2023	—				—			494,352			183,958			(79,900)			598,410				3.69	%	4.50	%
2024	—				1,350,000			318,176			142,363			(56,535)			1,754,004				10.83	%	3.94	%
2025	—				1,260,000			224,036			513,116			(26,864)			1,970,288				12.16	%	3.84	%
2026	655,000				700,000			124,195			60,248			(19,189)			1,520,254				9.39	%	3.80	%
2027	—				1,899,942			177,029			106,413			(37,125)			2,146,259				13.25	%	3.51	%
2028	—				1,362,370			81,794			25,099			(12,385)			1,456,878				8.99	%	4.46	%
2029	—				1,050,000			273,812			35,494			(901)			1,358,405				8.39	%	3.28	%
2030	—				750,000			34,715			29,693			(122)			814,286				5.03	%	3.13	%
2031	—				1,350,000			4,995			30,153			(128)			1,385,020				8.55	%	2.77	%
Thereafter	—				2,756,700			119,448			73,810			(5,190)			2,944,768				18.18	%	4.58	%
Totals	$	655,000			$	12,479,012		$	2,121,321		$	1,280,628		$	(337,827)		$	16,198,134			100.00	%
Weighted Avg. Interest Rate(8)	3.46		%		3.86		%	3.91		%	3.93		%	3.77		%	3.85		%
Weighted Avg. Maturity Years	3.7			(2)	7.1			3.5			4.8			2.2			6.4			(2)
% Floating Rate Debt(8)	100.00		%		13.96		%	30.90		%	22.20		%	45.19		%	19.66		%

Debt by Local Currency(1)
	Lines of Credit and Commercial Paper(2)		Senior Unsecured Notes(3,4,5,6)		Consolidated Secured Debt		Share of Unconsolidated Secured Debt		Noncontrolling Interests' Share of Consolidated Secured Debt		Combined Debt(7)		Investment Hedges(9)
United States	$	655,000	$	10,910,000	$	1,169,345	$	965,875	$	(118,206)	$	13,582,014	$	—
United Kingdom	—		1,169,070		—		—		—		1,169,070		2,105,114
Canada	—		399,942		951,976		314,753		(219,621)		1,447,050		781,705
Totals	$	655,000	$	12,479,012	$	2,121,321	$	1,280,628	$	(337,827)	$	16,198,134	$	2,886,819

Notes:

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

(2) The 2026 maturity reflects the $615,000,000 in principal outstanding on our unsecured commercial paper program as of September 30, 2022. 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) and a $3,000,000,000 tranche that matures on June 4, 2025 ($40,000,000 outstanding at September 30, 2022). Both tranches may be extended for two successive terms of six months at our option. Commercial paper borrowings are backstopped by the unsecured revolving credit facility. As such, we calculate the weighted average remaining term of our commercial paper borrowings using the extended maturity date of the unsecured revolving credit facility.

(3) 2027 includes a $1,000,000,000 unsecured term loan and a CAD $250,000,000 unsecured term loan (approximately $181,792,000 USD at September 30, 2022). The loans mature on July 19, 2026. The interest rates on the loans are adjusted SOFR + 0.85% for USD and CDOR + 0.85% for CAD. Both term loans may be extended for two successive terms of six months at our option.

(4) 2027 includes CAD $300,000,000 of 2.95% senior unsecured notes (approximately $218,150,000 USD at September 30, 2022) that matures on January 15, 2027.

(5) 2028 includes £550,000,000 of 4.80% senior unsecured notes (approximately $612,370,000 USD at September 30, 2022). The notes mature on November 20, 2028.

(6) Thereafter includes £500,000,000 of 4.50% senior unsecured notes (approximately $556,700,000 USD at September 30, 2022). The notes mature on December 1, 2034.

(7) Excludes operating lease liabilities of $301,001,000 and finance lease liabilities of $109,414,000 related to ASC 842 adoption.

(8) Based on variable interest rates and foreign currency exchange rates in effect as of September 30, 2022. The interest rate on the unsecured revolving credit facility is adjusted SOFR + 0.775%. Commercial paper, senior notes and secured debt average interest rate represents the face value note rate. Includes the impact of notional swaps and caps to convert fixed rate debt to SOFR-based floating rate debt, LIBOR-based floating rate debt and CDOR-based floating rate debt to fixed rate debt.

(9) Represents notional value of foreign currency derivative contracts at end of period spot FX rates. The fair market value of the gains (losses) of these contracts is currently USD $400,356,000, as represented in other assets (liabilities) on the balance sheet. We supplement our local currency debt with foreign currency derivative contracts to offset the translation and economic exposures related to our international investments. Currently, our foreign currency derivatives are comprised of forward contracts and cross-currency swaps.

16

Glossary

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

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

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

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

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

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

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

Health System: Includes independent, assisted living, dementia care and long-term/post-acute care properties subject to triple-net operating leases to or guaranteed by investment-grade health systems.

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

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

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

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

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

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

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

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

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

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

17

Supplemental Reporting Measures

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

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

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

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

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

18

Supplemental Reporting Measures

(dollars in thousands)
Non-GAAP Reconciliations
NOI Reconciliation	3Q21		4Q21		1Q22		2Q22		3Q22
Net income (loss)	$	190,336	$	66,194	$	65,751	$	95,672	$	(2,653)
Loss (gain) on real estate dispositions, net	(119,954)		(11,673)		(22,934)		3,532		(1,064)
Loss (income) from unconsolidated entities	15,832		12,174		2,884		7,058		6,698
Income tax expense (benefit)	4,940		2,051		5,013		3,065		3,257
Other expenses	3,575		15,483		26,069		35,166		15,481
Impairment of assets	1,490		2,357		—		—		4,356
Provision for loan losses, net	(271)		(39)		(804)		165		490
Loss (gain) on extinguishment of debt, net	(5)		(1,090)		(12)		603		2
Loss (gain) on derivatives and financial instruments, net	(8,078)		(830)		2,578		(1,407)		6,905
General and administrative expenses	32,256		33,109		37,706		36,554		34,811
Depreciation and amortization	267,754		284,501		304,088		310,295		353,699
Interest expense	122,522		121,848		121,696		127,750		139,682
Consolidated net operating income	510,397		524,085		542,035		618,453		561,664
NOI attributable to unconsolidated investments(1)	20,042		20,287		20,142		23,648		27,374
NOI attributable to noncontrolling interests(2)	(31,061)		(27,889)		(34,999)		(82,804)		(27,236)
Pro rata net operating income (NOI)(3)	$	499,378	$	516,483	$	527,178	$	559,297	$	561,802

In-Place NOI Reconciliation
At Welltower pro rata ownership	Seniors Housing Operating		Seniors Housing Triple-net		Outpatient Medical		Health System		Long-Term /Post-Acute Care		Corporate		Total
Revenues	$	1,061,753	$	137,621	$	171,990	$	52,174	$	37,100	$	3,942	$	1,464,580
Property operating expenses	(831,556)		(7,688)		(53,684)		(68)		(3,988)		(5,794)		(902,778)
NOI(3)	230,197		129,933		118,306		52,106		33,112		(1,852)		561,802
Adjust:
Interest income	(2,210)		(32,726)		(80)		—		(5,760)		—		(40,776)
Other income	(1,188)		(481)		209		—		(513)		(302)		(2,275)
Sold / held for sale	171		(1)		(13)		(577)		(1,856)		—		(2,276)
Non operational(4)	582		—		(95)		—		(132)		—		355
Non In-Place NOI(5)	(11,446)		(9,189)		(4,500)		(7,681)		(2,322)		2,154		(32,984)
Timing adjustments(6)	2,446		—		400		—		—		—		2,846
Total adjustments	(11,645)		(42,397)		(4,079)		(8,258)		(10,583)		1,852		(75,110)
In-Place NOI	218,552		87,536		114,227		43,848		22,529		—		486,692
Annualized In-Place NOI	$	874,208	$	350,144	$	456,908	$	175,392	$	90,116	$	—	$	1,946,768

Same Store Property Reconciliation
	Seniors Housing Operating	Seniors Housing Triple-net	Outpatient Medical	Health System	Long-Term /Post-Acute Care	Total
Total properties	939	311	401	205	92	1,948
Recent acquisitions/ development conversions(7)	(200)	(15)	(29)	—	—	(244)
Under development	(48)	—	(7)	—	—	(55)
Under redevelopment(8)	(4)	—	(3)	—	(3)	(10)
Current held for sale	(2)	—	(1)	(4)	(7)	(14)
Land parcels, loans and sub-leases	(16)	(10)	(7)	—	—	(33)
Transitions(9)	(111)	(1)	—	—	(3)	(115)
Other(10)	(4)	—	—	—	(3)	(7)
Same store properties	554	285	354	201	76	1,470

Notes:

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

(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner and includes an adjustment to remove NOI related to certain leasehold properties. See page 13 for more information.

(3) Represents Welltower's pro rata share of NOI. See page 13 for more information.

(4) Primarily includes development properties and land parcels.

(5) Primarily represents non-cash NOI.

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

(7) Acquisitions and development conversions will enter the same store pool 5 full quarters after acquisition or certificate of occupancy.

(8) Redevelopment properties will enter the same store pool after 5 full quarters of operations post redevelopment completion.

(9) Transitioned properties will enter the same store pool after 5 full quarters of operations with the new operator in place or under the new structure.

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

19

Supplemental Reporting Measures

(dollars in thousands at Welltower pro rata ownership)
Same Store NOI Reconciliation	3Q21		4Q21		1Q22		2Q22		3Q22		Y/o/Y
Seniors Housing Operating
NOI	$	167,855	$	178,963	$	195,043	$	223,784	$	230,197
Non-cash NOI on same store properties	(135)		(628)		(138)		(242)		(171)
NOI attributable to non-same store properties	(34,175)		(42,374)		(55,366)		(60,643)		(77,767)
Currency and ownership adjustments(1)	(401)		(604)		(331)		359		1,435
Normalizing adjustment for government grants(2)	(4,978)		(15,610)		(1,568)		(15,511)		(2,435)
Normalizing adjustment for casualty related expenses, net(3)	1,130		4,154		(120)		1,688		945
Other normalizing adjustments(4)	184		(362)		—		—		—
SSNOI(5)	129,480		123,539		137,520		149,435		152,204		17.6	%
Seniors Housing Triple-net
NOI	139,166		142,478		135,939		136,647		129,933
Non-cash NOI on same store properties	(6,406)		(5,263)		(4,854)		(10,628)		(8,246)
NOI attributable to non-same store properties	(51,190)		(51,024)		(42,712)		(40,876)		(41,604)
Currency and ownership adjustments(1)	(170)		302		507		1,477		2,478
Other normalizing adjustments(4)	(117)		59		(213)		1		—
SSNOI	81,283		86,552		88,667		86,621		82,561		1.6	%
Outpatient Medical
NOI	111,207		113,768		112,998		115,043		118,306
Non-cash NOI on same store properties	(2,626)		(3,247)		(2,833)		(2,952)		(3,421)
NOI attributable to non-same store properties	(4,228)		(5,714)		(4,239)		(6,640)		(8,473)
Currency and ownership adjustments(1)	853		313		575		437		192
Normalizing adjustment for lease restructure(6)	(705)		—		—		—		(1,056)
Other normalizing adjustments(4)	(481)		294		(537)		(262)		(88)
SSNOI	104,020		105,414		105,964		105,626		105,460		1.4	%
Health System
NOI	46,140		47,376		51,208		51,952		52,106
Non-cash NOI on same store properties	(5,292)		(6,372)		(8,289)		(8,464)		(7,681)
NOI attributable to non-same store properties	(684)		(478)		(455)		(461)		(576)
Currency and ownership adjustments(1)	2,510		2,533		627		—		—
SSNOI	42,674		43,059		43,091		43,027		43,849		2.8	%
Long-Term/Post-Acute Care
NOI	34,702		32,285		31,422		30,851		33,112
Non-cash NOI on same store properties	(954)		(939)		(840)		(725)		(1,654)
NOI attributable to non-same store properties	(11,679)		(9,375)		(8,081)		(7,721)		(8,432)
Currency and ownership adjustments(1)	(21)		(19)		(10)		4		43
Normalizing adjustment for easement(7)	—		—		—		—		(327)
SSNOI	22,048		21,952		22,491		22,409		22,742		3.1	%
Corporate
NOI	308		1,613		568		1,020		(1,852)
NOI attributable to non-same store properties	(308)		(1,613)		(568)		(1,020)		1,852
SSNOI	—		—		—		—		—
Total
NOI	499,378		516,483		527,178		559,297		561,802
Non-cash NOI on same store properties	(15,413)		(16,449)		(16,954)		(23,011)		(21,173)
NOI attributable to non-same store properties	(102,264)		(110,578)		(111,421)		(117,361)		(135,000)
Currency and ownership adjustments(1)	2,771		2,525		1,368		2,277		4,148
Normalizing adjustments, net	(4,967)		(11,465)		(2,438)		(14,084)		(2,961)
SSNOI	$	379,505	$	380,516	$	397,733	$	407,118	$	406,816	7.2	%

Notes:

(1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.2738 and to translate UK properties at a GBP/USD rate of 1.3501.    

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

(3) Represents normalizing adjustment related to casualty related expenses net of any insurance reimbursements.

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

(5) SHO SSNOI includes expenses that are directly attributable to the COVID-19 pandemic net of any reimbursements exclusive of those included in (2) above.

(6) Represents normalizing adjustment related to a lease restructure associated with one Outpatient Medical tenant in each respective period.

(7) Represents normalizing adjustment related to income received in exchange for the grant of an easement.

20

Supplemental Reporting Measures

(dollars in thousands, except REVPOR, SS REVPOR and SSNOI/unit)
SHO REVPOR Reconciliation	United States		United Kingdom		Canada		Total
Consolidated SHO revenues	$	859,429	$	99,386	$	113,785	$	1,072,600
Unconsolidated SHO revenues attributable to Welltower(1)	31,256		—		22,697		53,953
SHO revenues attributable to noncontrolling interests(2)	(32,484)		(9,549)		(22,767)		(64,800)
Pro rata SHO revenues(3)	858,201		89,837		113,715		1,061,753
SHO interest and other income	(11,030)		(30)		(214)		(11,274)
SHO revenues attributable to sold and held for sale properties	(334)		—		—		(334)
Currency and ownership adjustments(4)	(1,975)		13,231		2,598		13,854
SHO local revenues	844,862		103,038		116,099		1,063,999
Average occupied units/month	51,007		3,479		12,988		67,474
REVPOR/month in USD	5,476		9,792		2,955		5,213
REVPOR/month in local currency(4)			7,253		3,764

Reconciliations of SHO SS REVPOR Growth, SSNOI Growth and SSNOI/Unit
	United States					United Kingdom					Canada					Total
	3Q21		3Q22			3Q21		3Q22			3Q21		3Q22			3Q21		3Q22
SHO SS REVPOR Growth
Consolidated SHO revenues	$	637,395	$	859,429		$	101,430	$	99,386		$	100,694	$	113,785		$	839,519	$	1,072,600
Unconsolidated SHO revenues attributable to WELL(1)	23,968		31,256			—		—			21,802		22,697			45,770		53,953
SHO revenues attributable to noncontrolling interests(2)	(38,439)		(32,484)			(12,725)		(9,549)			(22,029)		(22,767)			(73,193)		(64,800)
SHO pro rata revenues(3)	622,924		858,201			88,705		89,837			100,467		113,715			812,096		1,061,753
Non-cash revenues on same store properties	(556)		(556)			—		—			—		—			(556)		(556)
Revenues attributable to non-same store properties	(104,274)		(278,659)			(67,781)		(67,714)			(209)		(12,686)			(172,264)		(359,059)
Currency and ownership adjustments(4)	517		(61)			458		3,310			(1,166)		2,458			(191)		5,707
SHO SS revenues(5)	518,611		578,925			21,382		25,433			99,092		103,487			639,085		707,845
Avg. occupied units/month(6)	28,267		29,993			766		875			11,154		11,392			40,187		42,260
SHO SS REVPOR(7)	$	6,066	$	6,382		$	9,229	$	9,610		$	2,937	$	3,003		$	5,258	$	5,538
SS REVPOR YOY growth			5.2		%			4.1		%			2.2		%			5.3		%
SHO SSNOI Growth
Consolidated SHO NOI	$	118,402	$	182,209		$	24,603	$	17,999		$	29,904	$	30,478		$	172,909	$	230,686
Unconsolidated SHO NOI attributable to WELL(1)	3,387		7,679			7,958		5,078			6,956		7,097			18,301		19,854
SHO NOI attributable to noncontrolling interests(2)	(6,285)		(8,078)			(10,612)		(6,887)			(6,458)		(5,378)			(23,355)		(20,343)
SHO pro rata NOI(3)	115,504		181,810			21,949		16,190			30,402		32,197			167,855		230,197
Non-cash NOI on same store properties	(138)		(161)			—		2			3		(12)			(135)		(171)
NOI attributable to non-same store properties	(17,602)		(60,701)			(16,630)		(10,942)			57		(6,124)			(34,175)		(77,767)
Currency and ownership adjustments(4)	(207)		16			159		764			(353)		655			(401)		1,435
Normalizing adjustment for government grants(8)	—		(2,435)			—		—			(4,978)		—			(4,978)		(2,435)
Normalizing adjustment for casualty related expenses(9)	1,130		945			—		—			—		—			1,130		945
Other normalizing adjustments(10)	184		—			—		—			—		—			184		—
SHO pro rata SSNOI(5)	$	98,871	$	119,474		$	5,478	$	6,014		$	25,131	$	26,716		$	129,480	$	152,204
SHO SSNOI growth			20.8		%			9.8		%			6.3		%			17.6		%
SHO SSNOI/Unit
Trailing four quarters' SSNOI(5)			$	445,737				$	19,181				$	97,780				$	562,698
Average units in service(11)			37,423					1,203					14,376					53,002
SSNOI/unit in USD			$	11,911				$	15,944				$	6,802				$	10,617
SSNOI/unit in local currency(4)								£	11,809				$	8,665

Notes:

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

(2) Represents minority partners' interests in joint ventures where Welltower is the majority partner and includes an adjustment to remove revenues and NOI related to certain leasehold properties. See page 15 for more information.

(3) Represents SHO revenues/NOI at Welltower pro rata ownership. See pages 13 & 20 for more information.

(4) Includes where appropriate adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.2738 and to translate UK properties at a GBP/USD rate of 1.3501.

(5) Represents SS SHO revenues/SSNOI at Welltower pro rata ownership. See page 20 for more information.

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

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

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

(9) Represents normalizing adjustment related to casualty related expenses net of any insurance reimbursements.

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

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

21

Forward-Looking Statement and Risk Factors

Forward-Looking Statements and Risk Factors

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

Additional Information

The information in this supplemental information package should be read in conjunction with our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our earnings press release dated November 7, 2022 and other information filed with, or furnished to, the SEC. The Supplemental Reporting Measures and reconciliations of Non-GAAP measures are an integral part of the information presented herein.

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

About Welltower

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

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Cover Page	Nov. 07, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 07, 2022
Entity Registrant Name	Welltower Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8923
Entity Tax Identification Number	34-1096634
Entity Address, Address Line One	4500 Dorr Street,
Entity Address, City or Town	Toledo,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43615
City Area Code	419
Local Phone Number	247-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000766704
Amendment Flag	false
Common stock, $1.00 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common stock, $1.00 par value per share
Trading Symbol	WELL
Security Exchange Name	NYSE
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC
Document Information [Line Items]
Title of 12(b) Security	Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC
Trading Symbol	WELL/28
Security Exchange Name	NYSE
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC
Document Information [Line Items]
Title of 12(b) Security	Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC
Trading Symbol	WELL/34
Security Exchange Name	NYSE