WELL 10-K Annual Report Dec. 31, 2022 | Alphaminr

WELL 10-K Fiscal year ended Dec. 31, 2022

WELLTOWER INC.
10-Ks and 10-Qs
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
PROXIES
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
well-20221231
0000766704 false 2022 FY http://fasb.org/us-gaap/2022#AssetImpairmentCharges P1Y http://www.welltower.com/20221231#LeaseRightOfUseAsset http://www.welltower.com/20221231#LeaseRightOfUseAsset http://www.welltower.com/20221231#LeaseRightOfUseAsset http://www.welltower.com/20221231#LeaseRightOfUseAsset http://fasb.org/us-gaap/2022#OtherAssets http://fasb.org/us-gaap/2022#OtherAssets http://fasb.org/us-gaap/2022#RealEstateHeldforsale http://fasb.org/us-gaap/2022#RealEstateHeldforsale http://www.welltower.com/20221231#LeaseLiability http://www.welltower.com/20221231#LeaseLiability http://www.welltower.com/20221231#LeaseLiability http://www.welltower.com/20221231#LeaseLiability http://fasb.org/us-gaap/2022#AccountingStandardsUpdate201613Member P3Y P3Y 0000766704 2022-01-01 2022-12-31 0000766704 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0000766704 well:NotesDue20284.800Member 2022-01-01 2022-12-31 0000766704 well:NotesDue20344.500Member 2022-01-01 2022-12-31 0000766704 2022-06-30 iso4217:USD 0000766704 2023-02-16 xbrli:shares 0000766704 2022-12-31 0000766704 2021-12-31 0000766704 us-gaap:ManagementServiceMember 2022-01-01 2022-12-31 0000766704 us-gaap:ManagementServiceMember 2021-01-01 2021-12-31 0000766704 us-gaap:ManagementServiceMember 2020-01-01 2020-12-31 0000766704 2021-01-01 2021-12-31 0000766704 2020-01-01 2020-12-31 0000766704 well:InterestRevenueMember 2022-01-01 2022-12-31 0000766704 well:InterestRevenueMember 2021-01-01 2021-12-31 0000766704 well:InterestRevenueMember 2020-01-01 2020-12-31 0000766704 us-gaap:ProductAndServiceOtherMember 2022-01-01 2022-12-31 0000766704 us-gaap:ProductAndServiceOtherMember 2021-01-01 2021-12-31 0000766704 us-gaap:ProductAndServiceOtherMember 2020-01-01 2020-12-31 iso4217:USD xbrli:shares 0000766704 us-gaap:CommonStockMember 2019-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000766704 us-gaap:TreasuryStockCommonMember 2019-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember 2019-12-31 0000766704 well:AccumulatedDistributionsMember 2019-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000766704 us-gaap:NoncontrollingInterestMember 2019-12-31 0000766704 2019-12-31 0000766704 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsUnappropriatedMember 2019-12-31 0000766704 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000766704 us-gaap:CommonStockMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 us-gaap:TreasuryStockCommonMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 well:AccumulatedDistributionsMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 us-gaap:NoncontrollingInterestMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember 2020-01-01 2020-12-31 0000766704 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0000766704 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0000766704 us-gaap:TreasuryStockCommonMember 2020-01-01 2020-12-31 0000766704 well:AccumulatedDistributionsMember 2020-01-01 2020-12-31 0000766704 us-gaap:CommonStockMember 2020-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0000766704 us-gaap:TreasuryStockCommonMember 2020-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember 2020-12-31 0000766704 well:AccumulatedDistributionsMember 2020-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000766704 us-gaap:NoncontrollingInterestMember 2020-12-31 0000766704 2020-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember 2021-01-01 2021-12-31 0000766704 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0000766704 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0000766704 us-gaap:TreasuryStockCommonMember 2021-01-01 2021-12-31 0000766704 well:AccumulatedDistributionsMember 2021-01-01 2021-12-31 0000766704 us-gaap:CommonStockMember 2021-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0000766704 us-gaap:TreasuryStockCommonMember 2021-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember 2021-12-31 0000766704 well:AccumulatedDistributionsMember 2021-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0000766704 us-gaap:NoncontrollingInterestMember 2021-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember 2022-01-01 2022-12-31 0000766704 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0000766704 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0000766704 us-gaap:TreasuryStockCommonMember 2022-01-01 2022-12-31 0000766704 well:AccumulatedDistributionsMember 2022-01-01 2022-12-31 0000766704 us-gaap:CommonStockMember 2022-12-31 0000766704 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0000766704 us-gaap:TreasuryStockCommonMember 2022-12-31 0000766704 us-gaap:RetainedEarningsUnappropriatedMember 2022-12-31 0000766704 well:AccumulatedDistributionsMember 2022-12-31 0000766704 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0000766704 us-gaap:NoncontrollingInterestMember 2022-12-31 0000766704 well:WelltowerOPIncMember 2022-01-01 2022-12-31 xbrli:pure 0000766704 well:WelltowerOPIncMember 2022-12-31 0000766704 well:WelltowerOPIncMember well:OtherInvestorsMember 2022-12-31 0000766704 srt:MinimumMember us-gaap:BuildingMember 2022-01-01 2022-12-31 0000766704 srt:MaximumMember us-gaap:BuildingMember 2022-01-01 2022-12-31 0000766704 srt:MinimumMember us-gaap:BuildingImprovementsMember 2022-01-01 2022-12-31 0000766704 srt:MaximumMember us-gaap:BuildingImprovementsMember 2022-01-01 2022-12-31 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2021-03-31 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2021-06-30 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2021-09-30 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2021-12-31 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2022-03-31 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2022-06-30 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2022-09-30 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2022-12-31 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2022-01-01 2022-12-31 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2021-01-01 2021-12-31 0000766704 well:COVID19Member well:SeniorHousingOperatingMember 2020-01-01 2020-12-31 0000766704 well:COVID19Member us-gaap:GrantMember 2021-01-01 2021-12-31 0000766704 well:COVID19Member us-gaap:GrantMember 2020-01-01 2020-12-31 0000766704 well:SeniorHousingOperatingMember 2022-12-31 0000766704 well:TripleNetMember 2022-12-31 0000766704 well:OutpatientMedicalMember 2022-12-31 0000766704 well:SeniorHousingOperatingMember 2022-01-01 2022-12-31 0000766704 well:TripleNetMember 2022-01-01 2022-12-31 0000766704 well:OutpatientMedicalMember 2022-01-01 2022-12-31 0000766704 well:SeniorHousingOperatingMember 2021-12-31 0000766704 well:TripleNetMember 2021-12-31 0000766704 well:OutpatientMedicalMember 2021-12-31 0000766704 well:SeniorHousingOperatingMember 2021-01-01 2021-12-31 0000766704 well:TripleNetMember 2021-01-01 2021-12-31 0000766704 well:OutpatientMedicalMember 2021-01-01 2021-12-31 0000766704 well:SeniorHousingOperatingMember 2020-12-31 0000766704 well:TripleNetMember 2020-12-31 0000766704 well:OutpatientMedicalMember 2020-12-31 0000766704 well:SeniorHousingOperatingMember 2020-01-01 2020-12-31 0000766704 well:TripleNetMember 2020-01-01 2020-12-31 0000766704 well:OutpatientMedicalMember 2020-01-01 2020-12-31 0000766704 well:HolidayRetirementMember 2021-07-30 well:property 0000766704 well:HolidayRetirementMember 2021-07-30 2021-07-30 0000766704 well:HolidayRetirementMember 2021-12-31 0000766704 well:HolidayRetirementMember 2022-04-01 0000766704 well:HolidayRetirementMember 2022-04-01 2022-04-01 0000766704 us-gaap:OtherIncomeMember 2022-01-01 2022-12-31 0000766704 us-gaap:LeasesAcquiredInPlaceMember 2022-12-31 0000766704 us-gaap:LeasesAcquiredInPlaceMember 2021-12-31 0000766704 us-gaap:AboveMarketLeasesMember 2022-12-31 0000766704 us-gaap:AboveMarketLeasesMember 2021-12-31 0000766704 well:LeaseCommissionsMember 2022-12-31 0000766704 well:LeaseCommissionsMember 2021-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember 2022-12-31 0000766704 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember 2022-01-01 2022-12-31 0000766704 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember 2021-01-01 2021-12-31 0000766704 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember 2020-01-01 2020-12-31 0000766704 srt:MinimumMember 2022-01-01 2022-12-31 0000766704 srt:MaximumMember 2022-01-01 2022-12-31 well:building 0000766704 us-gaap:CostOfSalesMember 2022-01-01 2022-12-31 0000766704 us-gaap:CostOfSalesMember 2021-01-01 2021-12-31 0000766704 us-gaap:CostOfSalesMember 2020-01-01 2020-12-31 0000766704 us-gaap:GeneralAndAdministrativeExpenseMember 2022-01-01 2022-12-31 0000766704 us-gaap:GeneralAndAdministrativeExpenseMember 2021-01-01 2021-12-31 0000766704 us-gaap:GeneralAndAdministrativeExpenseMember 2020-01-01 2020-12-31 0000766704 us-gaap:OperatingSegmentsMember 2022-12-31 0000766704 us-gaap:OperatingSegmentsMember 2021-12-31 0000766704 us-gaap:CorporateNonSegmentMember 2021-12-31 0000766704 us-gaap:CorporateNonSegmentMember 2022-12-31 0000766704 well:OperatingSegmentsAndCorporateNonSegmentMember 2022-12-31 0000766704 well:OperatingSegmentsAndCorporateNonSegmentMember 2021-12-31 0000766704 well:GenesisHealthCareCorporationMember 2020-01-01 2020-12-31 0000766704 us-gaap:MortgageReceivablesMember 2022-12-31 0000766704 us-gaap:MortgageReceivablesMember 2021-12-31 0000766704 well:OtherRealEstateLoansReceivablesMember 2022-12-31 0000766704 well:OtherRealEstateLoansReceivablesMember 2021-12-31 0000766704 us-gaap:RealEstateLoanMember 2022-12-31 0000766704 us-gaap:RealEstateLoanMember 2021-12-31 0000766704 well:SafanadMember 2021-12-31 iso4217:GBP 0000766704 well:SafanadMember 2021-01-01 2021-12-31 0000766704 well:DeterioratedLoansMember 2022-12-31 well:loan 0000766704 well:CollectiveLoanPool1Member 2022-12-31 0000766704 well:CollectiveLoanPool2Member 2022-12-31 0000766704 well:CollectiveLoanPool3Member 2022-12-31 0000766704 well:CollectiveLoanPool4Member 2022-12-31 0000766704 well:CollectiveLoanPool5Member 2022-12-31 0000766704 well:CollectiveLoanPool6Member 2022-12-31 0000766704 us-gaap:RealEstateLoanMember 2022-12-31 0000766704 well:GenesisHealthCareCorporationMember 2021-01-01 2021-12-31 0000766704 well:GenesisHealthCareCorporationMember 2021-12-31 0000766704 well:GenesisHealthCareCorporationMember 2022-12-31 0000766704 us-gaap:AccountingStandardsUpdate201613Member 2020-01-01 2020-12-31 0000766704 us-gaap:AccountingStandardsUpdate201613Member srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000766704 well:GenesisHealthcareLoanReceivableMember 2020-12-31 0000766704 well:SeniorsHousingOperatingMember srt:MinimumMember 2022-12-31 0000766704 srt:MaximumMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember 2021-12-31 0000766704 srt:MinimumMember well:TripleNetMember 2022-12-31 0000766704 srt:MaximumMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember 2021-12-31 0000766704 srt:MinimumMember well:OutpatientMedicalMember 2022-12-31 0000766704 srt:MaximumMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember 2021-12-31 0000766704 well:SunriseMember 2022-12-31 0000766704 srt:MinimumMember well:SunriseMember 2022-01-01 2022-12-31 0000766704 srt:MaximumMember well:SunriseMember 2022-01-01 2022-12-31 0000766704 well:SunriseMember 2022-01-01 2022-12-31 0000766704 well:SunriseMember 2021-01-01 2021-12-31 0000766704 well:SunriseMember 2020-01-01 2020-12-31 0000766704 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2022-12-31 well:properties 0000766704 us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2022-01-01 2022-12-31 0000766704 well:ProMedicaMember well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember 2022-12-31 0000766704 well:ProMedicaMember well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 well:SunriseMember well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember 2022-12-31 0000766704 well:SunriseMember well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 well:NetOperatingingIncomeMember well:AtriaSeniorLivingMember us-gaap:CreditConcentrationRiskMember 2022-12-31 0000766704 well:NetOperatingingIncomeMember well:AtriaSeniorLivingMember us-gaap:CreditConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember well:HCOneGroupMember 2022-12-31 0000766704 well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember well:HCOneGroupMember 2022-01-01 2022-12-31 0000766704 well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember well:CogirManagementCorporationMember 2022-12-31 0000766704 well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember well:CogirManagementCorporationMember 2022-01-01 2022-12-31 0000766704 well:NetOperatingingIncomeMember well:RemainingPortfolioMember us-gaap:CreditConcentrationRiskMember 2022-12-31 0000766704 well:NetOperatingingIncomeMember well:RemainingPortfolioMember us-gaap:CreditConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember 2022-12-31 0000766704 well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 well:SunriseMember 2022-01-01 2022-12-31 0000766704 well:HCOneGroupMember 2022-12-31 0000766704 well:ProMedicaJointVenturesMember well:ProMedicaMember 2022-12-31 0000766704 well:SkilledNursingFacilitiesMember well:ProMedicaMember 2022-12-01 2022-12-31 0000766704 well:AssistedLivingAndMemoryCareMember well:ProMedicaMember 2022-12-31 0000766704 well:ProMedicaMember 2022-12-01 2022-12-31 0000766704 well:SkilledNursingFacilitiesMember well:IntegraHealthMember 2022-01-01 2022-12-31 well:regional_operator 0000766704 well:IntegraHealthJointVentureMember well:IntegraHealthMember 2022-12-31 0000766704 well:IntegraHealthMember 2022-12-01 2022-12-31 0000766704 well:IntegraHealthJointVentureMember 2022-12-31 0000766704 well:IntegraHealthJointVentureMember well:SkilledNursingFacilitiesMember 2022-12-31 0000766704 well:IntegraHealthJointVentureMember us-gaap:SubsequentEventMember well:IntegraHealthMember 2023-01-31 0000766704 well:IntegraHealthJointVentureMember us-gaap:SubsequentEventMember well:SkilledNursingFacilitiesMember well:IntegraHealthMember 2023-01-31 0000766704 well:IntegraHealthJointVentureMember us-gaap:SubsequentEventMember well:SkilledNursingFacilitiesMember 2023-01-31 0000766704 well:IntegraHealthJointVentureMember us-gaap:SubsequentEventMember well:IntegraHealthMember 2023-01-01 2023-01-31 0000766704 well:ProMedicaMember well:AssistedLivingAndMemoryCareMember well:NetOperatingingIncomeMember 2022-01-01 2022-12-31 0000766704 well:ProMedicaMember well:AssistedLivingAndMemoryCareMember well:NetOperatingingIncomeMember 2022-12-31 0000766704 well:ProMedicaMember well:AssistedLivingAndMemoryCareMember well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 well:ProMedicaMember well:NetOperatingingIncomeMember well:SkilledNursingFacilitiesMember 2022-01-01 2022-12-31 0000766704 well:ProMedicaMember well:NetOperatingingIncomeMember well:SkilledNursingFacilitiesMember 2022-12-31 0000766704 well:ProMedicaMember well:NetOperatingingIncomeMember us-gaap:CreditConcentrationRiskMember well:SkilledNursingFacilitiesMember 2022-01-01 2022-12-31 well:bank 0000766704 us-gaap:RevolvingCreditFacilityMember 2022-12-31 0000766704 well:TermCreditFacilityMember 2022-12-31 0000766704 well:TermCreditFacilityCADDenominatedMember 2022-12-31 0000766704 well:CreditFacilityTrancheDue2026Member us-gaap:RevolvingCreditFacilityMember 2022-12-31 0000766704 us-gaap:RevolvingCreditFacilityMember well:CreditFacilityTrancheDue2025Member 2022-12-31 well:Term 0000766704 us-gaap:RevolvingCreditFacilityMember 2022-01-01 2022-12-31 0000766704 well:AccordionfeaturememberMember us-gaap:RevolvingCreditFacilityMember 2022-12-31 0000766704 well:AccordionfeaturememberMember well:TermCreditFacilityCADDenominatedMember 2022-12-31 0000766704 us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember us-gaap:RevolvingCreditFacilityMember 2022-01-01 2022-12-31 0000766704 srt:MaximumMember us-gaap:CommercialPaperMember 2019-01-01 2019-01-31 0000766704 us-gaap:CommercialPaperMember 2019-01-31 0000766704 us-gaap:CommercialPaperMember 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember 2022-12-31 0000766704 us-gaap:SecuredDebtMember 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember srt:MinimumMember 2022-12-31 0000766704 srt:MaximumMember us-gaap:UnsecuredDebtMember 2022-12-31 0000766704 well:A295SeniorUnsecuredNotesDue2027Member us-gaap:UnsecuredDebtMember 2022-12-31 iso4217:CAD 0000766704 srt:MinimumMember us-gaap:SecuredDebtMember 2022-12-31 0000766704 srt:MaximumMember us-gaap:SecuredDebtMember 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember well:UnsecuredTermCreditFacilityMaturesJuly192023Member 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember well:TermLoanMember 2022-12-31 well:term 0000766704 us-gaap:UnsecuredDebtMember well:TermLoanMember 2022-01-01 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember well:TermLoanMember 2022-01-01 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember well:TermLoanMember 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember well:CanadianDealerOfferedRateMember well:TermLoanMember 2022-01-01 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember well:CanadianDealerOfferedRateMember well:TermLoanMember 2022-12-31 0000766704 well:UkDebtDue2028Member us-gaap:UnsecuredDebtMember 2022-12-31 0000766704 well:A450SeniorUnsecuredNotesDue2034Member us-gaap:UnsecuredDebtMember 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember 2021-12-31 0000766704 us-gaap:UnsecuredDebtMember 2020-12-31 0000766704 us-gaap:UnsecuredDebtMember 2019-12-31 0000766704 us-gaap:UnsecuredDebtMember 2022-01-01 2022-12-31 0000766704 us-gaap:UnsecuredDebtMember 2021-01-01 2021-12-31 0000766704 us-gaap:UnsecuredDebtMember 2020-01-01 2020-12-31 0000766704 us-gaap:SecuredDebtMember 2021-12-31 0000766704 us-gaap:SecuredDebtMember 2020-12-31 0000766704 us-gaap:SecuredDebtMember 2019-12-31 0000766704 us-gaap:SecuredDebtMember 2022-01-01 2022-12-31 0000766704 us-gaap:SecuredDebtMember 2021-01-01 2021-12-31 0000766704 us-gaap:SecuredDebtMember 2020-01-01 2020-12-31 0000766704 us-gaap:NetInvestmentHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember currency:CAD 2022-12-31 0000766704 us-gaap:NetInvestmentHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember currency:CAD 2021-12-31 0000766704 us-gaap:NetInvestmentHedgingMember currency:GBP us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000766704 us-gaap:NetInvestmentHedgingMember currency:GBP us-gaap:DesignatedAsHedgingInstrumentMember 2021-12-31 0000766704 us-gaap:NetInvestmentHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember currency:CAD 2022-01-01 2022-12-31 0000766704 us-gaap:NetInvestmentHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember currency:CAD 2021-01-01 2021-12-31 0000766704 us-gaap:NetInvestmentHedgingMember currency:GBP us-gaap:DesignatedAsHedgingInstrumentMember 2022-01-01 2022-12-31 0000766704 us-gaap:NetInvestmentHedgingMember currency:GBP us-gaap:DesignatedAsHedgingInstrumentMember 2021-01-01 2021-12-31 0000766704 currency:USD us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000766704 currency:USD us-gaap:CashFlowHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2021-12-31 0000766704 us-gaap:FairValueHedgingMember currency:USD us-gaap:DesignatedAsHedgingInstrumentMember 2022-12-31 0000766704 us-gaap:FairValueHedgingMember currency:USD us-gaap:DesignatedAsHedgingInstrumentMember 2021-12-31 0000766704 currency:USD us-gaap:NondesignatedMember 2022-12-31 0000766704 currency:USD us-gaap:NondesignatedMember 2021-12-31 0000766704 us-gaap:NondesignatedMember currency:CAD 2022-12-31 0000766704 us-gaap:NondesignatedMember currency:CAD 2021-12-31 0000766704 us-gaap:DesignatedAsHedgingInstrumentMember 2022-01-01 2022-12-31 0000766704 us-gaap:DesignatedAsHedgingInstrumentMember 2021-01-01 2021-12-31 0000766704 us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-01 2020-12-31 0000766704 us-gaap:NondesignatedMember 2022-01-01 2022-12-31 0000766704 us-gaap:NondesignatedMember 2021-01-01 2021-12-31 0000766704 us-gaap:NondesignatedMember 2020-01-01 2020-12-31 0000766704 us-gaap:WarrantMember 2022-01-01 2022-12-31 0000766704 us-gaap:WarrantMember 2021-01-01 2021-12-31 0000766704 us-gaap:WarrantMember 2020-01-01 2020-12-31 0000766704 us-gaap:OtherComprehensiveIncomeMember us-gaap:DesignatedAsHedgingInstrumentMember 2022-01-01 2022-12-31 0000766704 us-gaap:OtherComprehensiveIncomeMember us-gaap:DesignatedAsHedgingInstrumentMember 2021-01-01 2021-12-31 0000766704 us-gaap:OtherComprehensiveIncomeMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-01 2020-12-31 well:obligation 0000766704 well:CapitalImprovementsMember 2022-12-31 0000766704 well:AtTheMarketProgramMember 2022-04-30 0000766704 well:AtTheMarketProgramMember 2022-01-01 2022-12-31 0000766704 well:AtTheMarketProgramMember 2022-12-31 0000766704 well:RepurchaseProgramMember 2020-05-01 0000766704 well:RepurchaseProgramMember 2022-11-07 0000766704 well:RepurchaseProgramMember 2020-01-01 2020-12-31 0000766704 well:RepurchaseProgramMember 2020-12-31 0000766704 well:RepurchaseProgramMember 2022-01-01 2022-12-31 0000766704 well:RepurchaseProgramMember 2021-01-01 2021-12-31 0000766704 well:AtTheMarketProgramMember 2020-01-01 2020-12-31 0000766704 well:AtTheMarketProgramMember 2020-12-31 0000766704 well:AtTheMarketProgramMember 2021-01-01 2021-12-31 0000766704 well:AtTheMarketProgramMember 2021-12-31 0000766704 us-gaap:AccumulatedTranslationAdjustmentMember 2022-12-31 0000766704 us-gaap:AccumulatedTranslationAdjustmentMember 2021-12-31 0000766704 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2022-12-31 0000766704 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2021-12-31 0000766704 2022-03-31 0000766704 us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0000766704 srt:MinimumMember us-gaap:RestrictedStockMember 2022-01-01 2022-12-31 0000766704 srt:MaximumMember us-gaap:RestrictedStockMember 2022-01-01 2022-12-31 0000766704 us-gaap:EmployeeStockOptionMember 2021-01-01 2021-12-31 0000766704 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0000766704 us-gaap:RestrictedStockMember 2022-01-01 2022-12-31 0000766704 us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0000766704 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0000766704 us-gaap:EmployeeStockOptionMember 2022-12-31 0000766704 us-gaap:PerformanceSharesMember 2021-12-01 2021-12-31 0000766704 us-gaap:PerformanceSharesMember 2022-01-01 2022-12-31 0000766704 us-gaap:PerformanceSharesMember 2022-12-31 0000766704 well:PerformanceRestrictedStockMember 2022-01-01 2022-01-31 0000766704 us-gaap:RestrictedStockMember 2021-12-31 0000766704 us-gaap:RestrictedStockMember 2022-12-31 0000766704 us-gaap:EmployeeStockOptionMember 2021-01-01 2021-12-31 0000766704 us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0000766704 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0000766704 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:MortgagesMember 2022-12-31 0000766704 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:MortgagesMember 2022-12-31 0000766704 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:MortgagesMember 2021-12-31 0000766704 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:MortgagesMember 2021-12-31 0000766704 us-gaap:CarryingReportedAmountFairValueDisclosureMember well:OtherRealEstateLoansReceivableMember 2022-12-31 0000766704 us-gaap:EstimateOfFairValueFairValueDisclosureMember well:OtherRealEstateLoansReceivableMember 2022-12-31 0000766704 us-gaap:CarryingReportedAmountFairValueDisclosureMember well:OtherRealEstateLoansReceivableMember 2021-12-31 0000766704 us-gaap:EstimateOfFairValueFairValueDisclosureMember well:OtherRealEstateLoansReceivableMember 2021-12-31 0000766704 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2022-12-31 0000766704 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2022-12-31 0000766704 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2021-12-31 0000766704 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2021-12-31 0000766704 well:NonRealEstateLoansReceivablesMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2022-12-31 0000766704 well:NonRealEstateLoansReceivablesMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2022-12-31 0000766704 well:NonRealEstateLoansReceivablesMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2021-12-31 0000766704 well:NonRealEstateLoansReceivablesMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2021-12-31 0000766704 us-gaap:FairValueInputsLevel1Member 2022-12-31 0000766704 us-gaap:FairValueInputsLevel2Member 2022-12-31 0000766704 us-gaap:FairValueInputsLevel3Member 2022-12-31 0000766704 us-gaap:WarrantMember 2021-12-31 0000766704 us-gaap:WarrantMember 2020-12-31 0000766704 us-gaap:WarrantMember 2022-01-01 2022-12-31 0000766704 us-gaap:WarrantMember 2021-01-01 2021-12-31 0000766704 us-gaap:WarrantMember 2022-12-31 0000766704 well:TerminalCapitalizationRateMember 2022-12-31 well:segment 0000766704 well:SeniorHousingOperatingMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:TripleNetMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:OutpatientMedicalMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 us-gaap:CorporateNonSegmentMember us-gaap:ManagementServiceMember 2022-01-01 2022-12-31 0000766704 well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:TripleNetMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:OutpatientMedicalMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 us-gaap:CorporateNonSegmentMember 2022-01-01 2022-12-31 0000766704 well:SeniorHousingOperatingMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:TripleNetMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:OutpatientMedicalMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:InterestRevenueMember us-gaap:CorporateNonSegmentMember 2022-01-01 2022-12-31 0000766704 us-gaap:ProductAndServiceOtherMember well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 us-gaap:ProductAndServiceOtherMember well:TripleNetMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 well:OutpatientMedicalMember us-gaap:ProductAndServiceOtherMember us-gaap:OperatingSegmentsMember 2022-01-01 2022-12-31 0000766704 us-gaap:ProductAndServiceOtherMember us-gaap:CorporateNonSegmentMember 2022-01-01 2022-12-31 0000766704 well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2022-12-31 0000766704 well:TripleNetMember us-gaap:OperatingSegmentsMember 2022-12-31 0000766704 well:OutpatientMedicalMember us-gaap:OperatingSegmentsMember 2022-12-31 0000766704 well:SeniorHousingOperatingMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:TripleNetMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:OutpatientMedicalMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 us-gaap:CorporateNonSegmentMember us-gaap:ManagementServiceMember 2021-01-01 2021-12-31 0000766704 well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:TripleNetMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:OutpatientMedicalMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 us-gaap:CorporateNonSegmentMember 2021-01-01 2021-12-31 0000766704 well:SeniorHousingOperatingMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:TripleNetMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:OutpatientMedicalMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:InterestRevenueMember us-gaap:CorporateNonSegmentMember 2021-01-01 2021-12-31 0000766704 us-gaap:ProductAndServiceOtherMember well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 us-gaap:ProductAndServiceOtherMember well:TripleNetMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 well:OutpatientMedicalMember us-gaap:ProductAndServiceOtherMember us-gaap:OperatingSegmentsMember 2021-01-01 2021-12-31 0000766704 us-gaap:ProductAndServiceOtherMember us-gaap:CorporateNonSegmentMember 2021-01-01 2021-12-31 0000766704 well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2021-12-31 0000766704 well:TripleNetMember us-gaap:OperatingSegmentsMember 2021-12-31 0000766704 well:OutpatientMedicalMember us-gaap:OperatingSegmentsMember 2021-12-31 0000766704 well:SeniorHousingOperatingMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:TripleNetMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:OutpatientMedicalMember us-gaap:ManagementServiceMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 us-gaap:CorporateNonSegmentMember us-gaap:ManagementServiceMember 2020-01-01 2020-12-31 0000766704 well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:TripleNetMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:OutpatientMedicalMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 us-gaap:CorporateNonSegmentMember 2020-01-01 2020-12-31 0000766704 well:SeniorHousingOperatingMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:TripleNetMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:OutpatientMedicalMember well:InterestRevenueMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:InterestRevenueMember us-gaap:CorporateNonSegmentMember 2020-01-01 2020-12-31 0000766704 us-gaap:ProductAndServiceOtherMember well:SeniorHousingOperatingMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 us-gaap:ProductAndServiceOtherMember well:TripleNetMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 well:OutpatientMedicalMember us-gaap:ProductAndServiceOtherMember us-gaap:OperatingSegmentsMember 2020-01-01 2020-12-31 0000766704 us-gaap:ProductAndServiceOtherMember us-gaap:CorporateNonSegmentMember 2020-01-01 2020-12-31 0000766704 country:US 2022-01-01 2022-12-31 0000766704 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember country:US 2022-01-01 2022-12-31 0000766704 country:US 2021-01-01 2021-12-31 0000766704 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember country:US 2021-01-01 2021-12-31 0000766704 country:US 2020-01-01 2020-12-31 0000766704 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember country:US 2020-01-01 2020-12-31 0000766704 country:GB 2022-01-01 2022-12-31 0000766704 country:GB us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-12-31 0000766704 country:GB 2021-01-01 2021-12-31 0000766704 country:GB us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-12-31 0000766704 country:GB 2020-01-01 2020-12-31 0000766704 country:GB us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-01-01 2020-12-31 0000766704 country:CA 2022-01-01 2022-12-31 0000766704 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-12-31 0000766704 country:CA 2021-01-01 2021-12-31 0000766704 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-12-31 0000766704 country:CA 2020-01-01 2020-12-31 0000766704 country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-01-01 2020-12-31 0000766704 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-12-31 0000766704 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-12-31 0000766704 us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-01-01 2020-12-31 0000766704 us-gaap:ManagementServiceMember country:US 2022-01-01 2022-12-31 0000766704 us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember country:US 2022-01-01 2022-12-31 0000766704 us-gaap:ManagementServiceMember country:US 2021-01-01 2021-12-31 0000766704 us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember country:US 2021-01-01 2021-12-31 0000766704 us-gaap:ManagementServiceMember country:US 2020-01-01 2020-12-31 0000766704 us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember country:US 2020-01-01 2020-12-31 0000766704 country:GB us-gaap:ManagementServiceMember 2022-01-01 2022-12-31 0000766704 country:GB us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-12-31 0000766704 country:GB us-gaap:ManagementServiceMember 2021-01-01 2021-12-31 0000766704 country:GB us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-12-31 0000766704 country:GB us-gaap:ManagementServiceMember 2020-01-01 2020-12-31 0000766704 country:GB us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-01-01 2020-12-31 0000766704 us-gaap:ManagementServiceMember country:CA 2022-01-01 2022-12-31 0000766704 us-gaap:ManagementServiceMember country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-12-31 0000766704 us-gaap:ManagementServiceMember country:CA 2021-01-01 2021-12-31 0000766704 us-gaap:ManagementServiceMember country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-12-31 0000766704 us-gaap:ManagementServiceMember country:CA 2020-01-01 2020-12-31 0000766704 us-gaap:ManagementServiceMember country:CA us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-01-01 2020-12-31 0000766704 us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2022-01-01 2022-12-31 0000766704 us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2021-01-01 2021-12-31 0000766704 us-gaap:ManagementServiceMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2020-01-01 2020-12-31 0000766704 country:US 2022-12-31 0000766704 us-gaap:AssetsTotalMember us-gaap:GeographicConcentrationRiskMember country:US 2022-01-01 2022-12-31 0000766704 country:US 2021-12-31 0000766704 us-gaap:AssetsTotalMember us-gaap:GeographicConcentrationRiskMember country:US 2021-01-01 2021-12-31 0000766704 country:GB 2022-12-31 0000766704 country:GB us-gaap:AssetsTotalMember us-gaap:GeographicConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 country:GB 2021-12-31 0000766704 country:GB us-gaap:AssetsTotalMember us-gaap:GeographicConcentrationRiskMember 2021-01-01 2021-12-31 0000766704 country:CA 2022-12-31 0000766704 us-gaap:AssetsTotalMember country:CA us-gaap:GeographicConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 country:CA 2021-12-31 0000766704 us-gaap:AssetsTotalMember country:CA us-gaap:GeographicConcentrationRiskMember 2021-01-01 2021-12-31 0000766704 us-gaap:AssetsTotalMember us-gaap:GeographicConcentrationRiskMember 2022-01-01 2022-12-31 0000766704 us-gaap:AssetsTotalMember us-gaap:GeographicConcentrationRiskMember 2021-01-01 2021-12-31 0000766704 us-gaap:ForeignCountryMember 2022-01-01 2022-12-31 0000766704 us-gaap:ForeignCountryMember 2021-01-01 2021-12-31 0000766704 us-gaap:ForeignCountryMember 2020-01-01 2020-12-31 0000766704 country:CA 2022-12-31 0000766704 country:CA 2021-12-31 0000766704 country:GB 2022-12-31 0000766704 country:GB 2021-12-31 0000766704 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2022-12-31 0000766704 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2021-12-31 0000766704 well:AdderburyUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AdrianMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:AlbertvilleALMember 2022-12-31 0000766704 well:AlexandriaVA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AlexandriaVA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:AlleganMIMember 2022-12-31 0000766704 well:AltrinchamUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AmarilloTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AmherstNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:AmherstviewONMember 2022-12-31 0000766704 well:AndersonSCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AnjouQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AnkenyIA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AnkenyIA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AppleValleyCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ArlingtonTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ArlingtonTX2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ArlingtonVA1Member 2022-12-31 0000766704 well:ArlingtonVA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ArnpriorONMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:AtlantaGA1Member 2022-12-31 0000766704 well:AtlantaGA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AuburnNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:AustinTX1Member 2022-12-31 0000766704 well:AustinTX2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:AustinTX3Member 2022-12-31 0000766704 well:AustinTX4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BagshotUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BakersfieldCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BakersfieldCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BallstonSpaNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BansteadUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BartlesvilleOKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BasingstokeUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BaskingRidgeNJMember 2022-12-31 0000766704 well:BassettUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BathUKMember 2022-12-31 0000766704 well:BatonRougeLA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BatonRougeLA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BayCityMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BeaconsfieldUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BeaconsfieldQCMember 2022-12-31 0000766704 well:BeaverPAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BeavercreekOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BeckenhamUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BedfordNHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BeeCaveTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BellevueWA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BellevueWA2Member 2022-12-31 0000766704 well:BellevueWA3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BellevueWA4Member 2022-12-31 0000766704 well:BellinghamWA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BellinghamWA2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BelmontCAMember 2022-12-31 0000766704 well:BereaOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BethelParkPA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BethelParkPA2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BethesdaMD1Member 2022-12-31 0000766704 well:BethesdaMD2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BethesdaMD3Member 2022-12-31 0000766704 well:BethesdaMD4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BirminghamUK1Member 2022-12-31 0000766704 well:BirminghamUK2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BlainvilleQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BloomfieldHillsMIMember 2022-12-31 0000766704 well:BocaRatonFLMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BoiseID1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BoiseID2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BorehamwoodUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BothellWAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BoulderCOMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BournemouthUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BradentonFL1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BradentonFL2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BraintreeMAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BramptonONMember 2022-12-31 0000766704 well:BrandonMSMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BreaCAMember 2022-12-31 0000766704 well:BremertonWAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BremertonWA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BrentwoodCAMember 2022-12-31 0000766704 well:BrentwoodUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BrickNJ1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BrickNJ2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BridgewaterNJMember 2022-12-31 0000766704 well:BroadviewHeightsOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BrockportNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BrockvilleONMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BrookfieldWIMember 2022-12-31 0000766704 well:BroomfieldCO1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BroomfieldCO2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BrossardQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BrunswickOHMember 2022-12-31 0000766704 well:BuckinghamUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BuffaloNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BuffaloGroveILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BurbankCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BurbankCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BurkeVAMember 2022-12-31 0000766704 well:BurlesonTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BurlingameCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BurlingtonONMember 2022-12-31 0000766704 well:BurlingtonMAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:BurlingtonWA1Member 2022-12-31 0000766704 well:BurlingtonWA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:BusheyUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CalgaryAB1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CalgaryAB2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CalgaryAB3Member 2022-12-31 0000766704 well:CalgaryAB4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CalgaryAB5Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CamberleyUK1Member 2022-12-31 0000766704 well:CamberleyUK2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CamberleyUK3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CamillusNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CantonMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CapeCoralFLMember 2022-12-31 0000766704 well:CardiffUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CardiffByTheSeaCAMember 2022-12-31 0000766704 well:CarmelINMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CarmichaelCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CaroMIMember 2022-12-31 0000766704 well:CarolStreamILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CarrolltonTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CarrolltonGAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CarsonCityNVMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CaryNC1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CaryNC2Member 2022-12-31 0000766704 well:CedarFallsIAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CedarHillTXMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CedarParkTXMember 2022-12-31 0000766704 well:CerritosCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CharlestonILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CharlestonSCMember 2022-12-31 0000766704 well:CharlotteNCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CharlottesvilleVAMember 2022-12-31 0000766704 well:ChathamONMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ChattanoogaTNMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ChelmsfordMA1Member 2022-12-31 0000766704 well:ChelmsfordMA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChertseyUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChesapeakeVAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChesterfieldMOMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChestertonINMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChicoCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChorleywoodUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChulaVistaCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ChulaVistaCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ChurchCrookhamUKMember 2022-12-31 0000766704 well:CincinnatiOH1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CincinnatiOH2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CincinnatiOH3Member 2022-12-31 0000766704 well:CitrusHeightsCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ClackamasORMember 2022-12-31 0000766704 well:ClaremontCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ClayNYMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ClearwaterFLMember 2022-12-31 0000766704 well:CleburneTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CohassetMAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ColleyvilleTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ColliervilleTNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ColoradoSpringsCO1Member 2022-12-31 0000766704 well:ColoradoSpringsCO2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ColtsNeckNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ColumbusIN1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ColumbusOH1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ColumbusOH2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ColumbusIN2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ConcordNHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ConroeTXMember 2022-12-31 0000766704 well:CoosBayOR1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CoosBayOR2Member 2022-12-31 0000766704 well:CoppellTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:CoquitlamBCMember 2022-12-31 0000766704 well:CrystalLakeIL1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CrystalLakeIL2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:CuyahogaFallsOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:DallasTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DanaPointCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DanvilleINMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DardennePrairieMOMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DecaturGA1Member 2022-12-31 0000766704 well:DecaturGA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:DelawareOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:DentonTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DentonTX2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DenverCO1Member 2022-12-31 0000766704 well:DenverCO2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DenverCO3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DenverCO4Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DesMoinesIAMember 2022-12-31 0000766704 well:DixHillsNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:DollardDesOrmeauxQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DresherPAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DublinOH1Member 2022-12-31 0000766704 well:DublinOH2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:DurhamNCMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EastAmherstNYMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EastLansingMIMember 2022-12-31 0000766704 well:EastMeadowNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EastSetauketNYMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EastbourneUKMember 2022-12-31 0000766704 well:EdgbastonUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EdgewaterNJMember 2022-12-31 0000766704 well:EdisonNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EdmondOKMember 2022-12-31 0000766704 well:EdmondsWA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EdmondsWA2Member 2022-12-31 0000766704 well:EdmontonAB1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EdmontonAB2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EffinghamIL1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EffinghamIL2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ElDoradoHillsCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ElkhornNEMember 2022-12-31 0000766704 well:EncinoCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EnglishtownNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:EpsomUKMember 2022-12-31 0000766704 well:EriePAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EsherUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EvansGAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EvansvilleINMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EverettWA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:EverettWA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FairfieldNJMember 2022-12-31 0000766704 well:FairfieldILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FairfieldCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FairfieldOHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FarehamUKMember 2022-12-31 0000766704 well:FlorenceALMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FlossmoorILMember 2022-12-31 0000766704 well:FlowerMoundTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:FolsomCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:FolsomCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:FortWayneINMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FortWorthTX1Member 2022-12-31 0000766704 well:FortWorthTX2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FortWorthTX3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FortWorthTX4Member 2022-12-31 0000766704 well:FranklinTNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:FremontCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FresnoCAMember 2022-12-31 0000766704 well:FromeUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FullertonCA1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:FullertonCA2Member 2022-12-31 0000766704 well:FullertonCA3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GahannaOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GainesvilleGAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GainesvilleFLMember 2022-12-31 0000766704 well:GardenGroveCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GardnervilleNVMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GigHarborWAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GilbertAZMember 2022-12-31 0000766704 well:GlenCoveNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GlendaleAZMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GlenviewILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GoldenValleyMNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GranburyTXMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GrandForksNDMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GrandPrairieTXMember 2022-12-31 0000766704 well:GrandRapidsMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GrandvilleMIMember 2022-12-31 0000766704 well:GrantsPassORMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GrapevineTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GreeleyCOMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GreenvilleSCMember 2022-12-31 0000766704 well:GreshamORMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GrimsbyONMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GrossePointeWoodsMI1Member 2022-12-31 0000766704 well:GrossePointeWoodsMI2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GroveCityOH1Member 2022-12-31 0000766704 well:GroveCityOH2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:GuildfordUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:GurneeILMember 2022-12-31 0000766704 well:HaddonfieldNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HamburgNYMember 2022-12-31 0000766704 well:HamiltonOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HampshireUKMember 2022-12-31 0000766704 well:HappyValleyORMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HarahanLAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HarrisburgILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HattiesburgMSMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HaverfordPAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HelenaMTMember 2022-12-31 0000766704 well:HemetCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HendersonNVMember 2022-12-31 0000766704 well:HermitagePAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HickoryNCMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HighPointNCMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HighWycombeUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HighlandParkIL1Member 2022-12-31 0000766704 well:HighlandParkIL2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HindheadUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HinghamMAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HolbrookNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HonoluluHIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HooverALMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HorleyUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HoustonTX1Member 2022-12-31 0000766704 well:HoustonTX2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HoustonTX3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HoustonTX4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:HowellNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HudsonOH1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HudsonOH2Member 2022-12-31 0000766704 well:HuntingtonBeachCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:HutchinsonKSMember 2022-12-31 0000766704 well:IndependenceMO1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:IndependenceMO2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:IndependenceMO3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:IndianolaIAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:IowaCityIAMember 2022-12-31 0000766704 well:JacksonTNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:JacksonvilleFL1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:JacksonvilleFL2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:JacksonvilleFL3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:JeannettePAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:JohnsCreekGAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:JohnsonCityNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:KalamazooMI1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:KalamazooMI2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KanataONMember 2022-12-31 0000766704 well:KansasCityMOMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:KelownaBC1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KelownaBC2Member 2022-12-31 0000766704 well:KelownaBC3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KelownaBC4Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KelownaBC5Member 2022-12-31 0000766704 well:KelownaBC6Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:KennebunkMEMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:KennerLA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KennerLA2Member 2022-12-31 0000766704 well:KennettSquarePAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KingsportTNMember 2022-12-31 0000766704 well:KingstonONMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KingstonUponThamesUKMember 2022-12-31 0000766704 well:KingwoodTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KingwoodTX2Member 2022-12-31 0000766704 well:KirklandWAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:KitchenerONMember 2022-12-31 0000766704 well:KlamathFallsORMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LaPalmaCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LaVistaNEMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LackawannaNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LafayetteHillPAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LagunaHillsCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LagunaWoodsCA1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LagunaWoodsCA2Member 2022-12-31 0000766704 well:LakeHavasuCityAZMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LakeZurichILMember 2022-12-31 0000766704 well:LakelandFLMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LakeviewMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LakewoodNYMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LakewoodRanchFL1Member 2022-12-31 0000766704 well:LakewoodRanchFL2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LancasterCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LancasterOH1Member 2022-12-31 0000766704 well:LancasterOH2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LancasterPAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LancasterNYMember 2022-12-31 0000766704 well:LasVegasNV1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LasVegasNV2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LasVegasNV3Member 2022-12-31 0000766704 well:LavalQC1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LavalQC2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LawrenceKSMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LawrencevilleGA1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LawrencevilleGA2Member 2022-12-31 0000766704 well:LeatherheadUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LeawoodKSMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LenexaKSMember 2022-12-31 0000766704 well:LexingtonSCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LincolnNE1Member 2022-12-31 0000766704 well:LincolnNE2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LincroftNJMember 2022-12-31 0000766704 well:LinwoodNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LitchfieldCTMember 2022-12-31 0000766704 well:LititzPAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LittleNeckNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LivingstonNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LombardILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LondonUK1Member 2022-12-31 0000766704 well:LondonUK2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LondonUK3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LondonON1Member 2022-12-31 0000766704 well:LondonON2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LondonUK4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LondonUK5Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LondonderryNHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LongGroveILMember 2022-12-31 0000766704 well:LongmontCOMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LongueuilQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LongviewTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LorainOHMember 2022-12-31 0000766704 well:LosAngelesCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LosAngelesCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LosAngelesCA3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LouisvilleKY1Member 2022-12-31 0000766704 well:LouisvilleKY2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LouisvilleCO1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LouisvilleCO2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LouisvilleCO3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LouisvilleCO4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LouisvilleCO5Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LouisvilleKY3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LouisvilleKY4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:LudingtonMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:LynnfieldMAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MacungiePAMember 2022-12-31 0000766704 well:MadisonTNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MahwahNJMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MalvernPAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ManassasVAMember 2022-12-31 0000766704 well:MansfieldTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MansfieldTX2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MantecaCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MapleRidgeBCMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MarievilleQCMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MarkhamONMember 2022-12-31 0000766704 well:MarlboroNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MarlowUKMember 2022-12-31 0000766704 well:MarysvilleWAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MassillonOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MattoonIL1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MattoonIL2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:McKinneyTX1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:McKinneyTX2Member 2022-12-31 0000766704 well:MeadvillePAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MedicineHatABMember 2022-12-31 0000766704 well:MedinaOH1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MedinaOH2Member 2022-12-31 0000766704 well:MelbourneFLMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MelvilleNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MemphisTN1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MemphisTN2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MemphisTN3Member 2022-12-31 0000766704 well:MenomoneeFallsWIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MentorOHMember 2022-12-31 0000766704 well:MercedCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MesaAZMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MetairieLAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MidlandMIMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MillCreekWAMember 2022-12-31 0000766704 well:MillbrookNY1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MillersburgOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MiltonONMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MilwaukieORMember 2022-12-31 0000766704 well:MinnetonkaMNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MissionViejoCAMember 2022-12-31 0000766704 well:MississaugaON1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MississaugaON2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MississaugaON3Member 2022-12-31 0000766704 well:MissoulaMTMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MobberleyUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MobileALMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MolallaORMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MontereyCAMember 2022-12-31 0000766704 well:MontgomeryALMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MontgomeryMDMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MontgomeryVillageMDMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MontrealNordQCMember 2022-12-31 0000766704 well:MoorestownNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MooseJawSKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:MortonGroveILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:MurphyTXMember 2022-12-31 0000766704 well:NacogdochesTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:NapervilleIL1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:NapervilleIL2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:NashvilleTNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NewBraunfelsTXMember 2022-12-31 0000766704 well:NewPalestineINMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NewbergORMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NewburyUKMember 2022-12-31 0000766704 well:NewmarketUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NewtownSquarePAMember 2022-12-31 0000766704 well:NormanOKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:NorthCantonOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NorthRidgevilleOHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NorthTonawandaNY1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NorthTonawandaNY2Member 2022-12-31 0000766704 well:NorthTustinCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:NorthWalesPAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OakHarborWAMember 2022-12-31 0000766704 well:OakParkILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OakdalePAMember 2022-12-31 0000766704 well:OaklandCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OaktonVAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OakvilleON1Member 2022-12-31 0000766704 well:OakvilleON2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OakvilleON3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OcalaFLMember 2022-12-31 0000766704 well:OdessaTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:OgdenUTMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OklahomaCityOK1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OklahomaCityOK2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OklahomaCityOK3Member 2022-12-31 0000766704 well:OklahomaCityOK4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OkotoksABMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OlneyIL1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OlneyIL2Member 2022-12-31 0000766704 well:OmahaNE1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OmahaNE2Member 2022-12-31 0000766704 well:OmahaNE3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OrangeCAMember 2022-12-31 0000766704 well:OremUTMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OrmondBeachFLMember 2022-12-31 0000766704 well:OttawaON1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:OttawaON2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:OttawaON3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OttawaON4Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OttawaON5Member 2022-12-31 0000766704 well:OttawaON6Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OttawaON7Member 2022-12-31 0000766704 well:OttawaON8Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:OttawaON9Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OttawaON10Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OttawaON11Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OttawaON12Member 2022-12-31 0000766704 well:OutremontQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OverlandParkKSMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:OviedoFLMember 2022-12-31 0000766704 well:PainesvilleOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PaintedPostNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PalestineTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PalmCoastFLMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PalmDesertCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PalmDesertCA2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PaloAltoCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ParamusNJMember 2022-12-31 0000766704 well:ParisILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ParisTXMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ParmaOHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PasoRoblesCAMember 2022-12-31 0000766704 well:PeabodyMAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PellaIAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PembrokeONMember 2022-12-31 0000766704 well:PenningtonNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PentictonBCMember 2022-12-31 0000766704 well:PeoriaAZ1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PeoriaAZ2Member 2022-12-31 0000766704 well:PickeringtonOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PittsburghPAMember 2022-12-31 0000766704 well:PittstonPAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PlacentiaCAMember 2022-12-31 0000766704 well:PlainviewNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PlanoTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PlanoTX2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PlattsmouthNEMember 2022-12-31 0000766704 well:PlayaVistaCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PleasantonCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PortPerryONMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:PortStLucieFLMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PortageMIMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PortervilleCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PotomacMDMember 2022-12-31 0000766704 well:PrincetonNJ1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PrincetonNJ2Member 2022-12-31 0000766704 well:PurleyUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:PuyallupWAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:QuebecCityQC1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:QuebecCityQC2Member 2022-12-31 0000766704 well:QueensburyNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:QuincyILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RanchoCucamongaCAMember 2022-12-31 0000766704 well:RanchoPalosVerdesCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RandolphNJMember 2022-12-31 0000766704 well:RantoulILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RedDeerAB1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RedDeerAB2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ReddingCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ReddingCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RedlandsCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ReginaSK1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ReginaSK2Member 2022-12-31 0000766704 well:ReginaSK3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RehobothBeachDEMember 2022-12-31 0000766704 well:RenoNVMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RichmondVAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RidgelandMSMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RiviereDuLoupQC1Member 2022-12-31 0000766704 well:RiviereDuLoupQC2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RobinsonILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RockfordILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RockwallTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RockyHillCTMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RohnertParkCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RomeovilleILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RoseburgORMember 2022-12-31 0000766704 well:RosevilleMNMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RosevilleCA1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RosevilleCA2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RoswellGA1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:RoswellGA2Member 2022-12-31 0000766704 well:RoundRockTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:RowlettTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SabreSpringsCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SachseTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SacramentoCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SacramentoCA2Member 2022-12-31 0000766704 well:SaginawMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SaintLambertQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SalaberryDeValleyfieldQCMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SalemOR1Member 2022-12-31 0000766704 well:SalemOR2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SalemOR3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SalinasCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SalisburyUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SaltLakeCityUTMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SanAntonioTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SanAntonioTX2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SanAntonioTX3Member 2022-12-31 0000766704 well:SanDiegoCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SanDiegoCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SanDiegoCA3Member 2022-12-31 0000766704 well:SanFranciscoCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SanFranciscoCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SanGabrielCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SanJoseCA1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SanJoseCA2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SanRafaelCAMember 2022-12-31 0000766704 well:SanRamonCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SandSpringsOKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SandySpringsGAMember 2022-12-31 0000766704 well:SantaAnaCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SantaMonicaCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SantaRosaCA1Member 2022-12-31 0000766704 well:SantaRosaCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SarasotaFLMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SaskatoonSK1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SaskatoonSK2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SavannahGAMember 2022-12-31 0000766704 well:SchaumburgILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ScottsdaleAZMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ScrantonPAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SealBeachCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeattleWA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeattleWA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SeattleWA3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SelbyvilleDEMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SevenoaksUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SevernaParkMDMember 2022-12-31 0000766704 well:ShawneeKSMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:ShelbyTownshipMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ShermanTXMember 2022-12-31 0000766704 well:ShermanTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:ShrewsburyNJMember 2022-12-31 0000766704 well:SidcupUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SilverSpringMDMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SimiValleyCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SimiValleyCA2Member 2022-12-31 0000766704 well:SimiValleyCA3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SolihullUK1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SolihullUK2Member 2022-12-31 0000766704 well:SolihullUK3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SolihullUK4Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SonningUKMember 2022-12-31 0000766704 well:SonomaCA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SonomaCA2Member 2022-12-31 0000766704 well:SouthHavenMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SouthJordanUTMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SouthlakeTXMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SpokaneWA1Member 2022-12-31 0000766704 well:SpokaneWA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SpokaneWA3Member 2022-12-31 0000766704 well:SpringdaleARMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SpringfieldILMember 2022-12-31 0000766704 well:SpringfieldMOMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:StJohnsMIMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:StAlbertABMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:StJohnsNLMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:StPetersburgFLMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:StephenvilleTXMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:StittsvilleONMember 2022-12-31 0000766704 well:StockportUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:StocktonCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:StrongsvilleOH1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:StrongsvilleOH2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:StuartFLMember 2022-12-31 0000766704 well:StudioCityCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SuffieldCTMember 2022-12-31 0000766704 well:SugarLandTX1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SugarLandTX2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SummervilleSCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SummitNJMember 2022-12-31 0000766704 well:SunCityWestAZMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SunninghillUKMember 2022-12-31 0000766704 well:SunnyvaleCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SurreyBC1Member 2022-12-31 0000766704 well:SurreyBC2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SuttonUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SuttonColdfieldUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SuwaneeGAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SwartzCreekMIMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SwayUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SwiftCurrentSKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SycamoreILMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SylvaniaOHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:SyracuseNYMember 2022-12-31 0000766704 well:TacomaWAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TallmadgeOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TarboroNCMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TaylorPAMember 2022-12-31 0000766704 well:TexarkanaTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TheWoodlandsTXMember 2022-12-31 0000766704 well:TippCityOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TomsRiverNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TonawandaNY1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TonawandaNY2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TopekaKSMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TorontoON1Member 2022-12-31 0000766704 well:TorontoON2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TorontoON3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TorontoON4Member 2022-12-31 0000766704 well:TorontoON5Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TorontoON6Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TorontoON7Member 2022-12-31 0000766704 well:TorontoON8Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TorontoON9Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TorontoON10Member 2022-12-31 0000766704 well:TorranceCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TraverseCityMIMember 2022-12-31 0000766704 well:TroyNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TuckahoeNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TucsonAZ1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TucsonAZ2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TulsaOK1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TulsaOK2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TulsaOK3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TulsaOK4Member 2022-12-31 0000766704 well:TulsaOK5Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:TurlockCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TuscolaILMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TwinsburgOHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TylerTX1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:TylerTX2Member 2022-12-31 0000766704 well:UplandCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:UpperProvidencePAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:UpperStClairePAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:UrbandaleIAMember 2022-12-31 0000766704 well:UticaNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VacavilleCAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VallejoCA1Member 2022-12-31 0000766704 well:VallejoCA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:VancouverWA1Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:VancouverWA2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VancouverWA3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VancouverWA4Member 2022-12-31 0000766704 well:VancouverWA5Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VancouverBCMember 2022-12-31 0000766704 well:VandaliaILMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VankleekHillONMember 2022-12-31 0000766704 well:VaudreuilQCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VeniceFL1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VeniceFL2Member 2022-12-31 0000766704 well:VernonBCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VeroBeachFLMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VictoriaBC1Member 2022-12-31 0000766704 well:VictoriaBC2Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VictoriaBC3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VirginiaWaterUKMember 2022-12-31 0000766704 well:VisaliaCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:VoorheesNJMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WacoTXMember 2022-12-31 0000766704 well:WallNJMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WallaWallaWAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WalnutCreekCA1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WalnutCreekCA2Member 2022-12-31 0000766704 well:WalnutCreekCA3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WalnutCreekCA4Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WarsawNYMember 2022-12-31 0000766704 well:WashingtonDCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WashingtonCourtHouseOHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WatchungNJMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WaterfordMIMember 2022-12-31 0000766704 well:WatervilleOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WaukeeIAMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WaxahachieTXMember 2022-12-31 0000766704 well:WaylandMAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WeatherfordTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WebsterGrovesMOMember 2022-12-31 0000766704 well:WellesleyMAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WestBabylonNYMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WestBloomfieldMIMember 2022-12-31 0000766704 well:WestChesterTownshipOHMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WestHillsCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WestKelownaBCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WestSenecaNY1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WestSenecaNY2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WestVancouverBCMember 2022-12-31 0000766704 well:WestbourneUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WestervilleOHMember 2022-12-31 0000766704 well:WestfordMAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WestworthVillageTXMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WeybridgeUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WeymouthUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WheatfieldNYMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WhiteOakMDMember 2022-12-31 0000766704 well:WhitesboroNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WichitaKS1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WichitaKS2Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WichitaKS3Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WilloughbyOHMember 2022-12-31 0000766704 well:WilmingtonDEMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WilmingtonNCMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WinchesterUKMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WinnipegMB1Member 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WinnipegMB2Member 2022-12-31 0000766704 well:WinnipegMB3Member well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WokingUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WolverhamptonUKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:WoodlandHillsCAMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WoosterOHMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:WyomingMIMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember well:YakimaWAMember 2022-12-31 0000766704 well:YonkersNYMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:YorktonSKMember well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember 2022-12-31 0000766704 well:AbileneTX1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:AbileneTX2Member 2022-12-31 0000766704 well:TripleNetMember well:AgawamMAMember 2022-12-31 0000766704 well:AkronOHMember well:TripleNetMember 2022-12-31 0000766704 well:AlexandriaVAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:AlhambraCAMember 2022-12-31 0000766704 well:AllenParkMIMember well:TripleNetMember 2022-12-31 0000766704 well:AllentownPA1Member well:TripleNetMember 2022-12-31 0000766704 well:AllentownPA2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:AlmaMIMember 2022-12-31 0000766704 well:AmarilloTXMember well:TripleNetMember 2022-12-31 0000766704 well:AmesIAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:AnnArborMIMember 2022-12-31 0000766704 well:TripleNetMember well:AnnandaleVAMember 2022-12-31 0000766704 well:ArlingtonVAMember well:TripleNetMember 2022-12-31 0000766704 well:AsheboroNCMember well:TripleNetMember 2022-12-31 0000766704 well:AshevilleNC1Member well:TripleNetMember 2022-12-31 0000766704 well:AshevilleNC2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:AtchisonKSMember 2022-12-31 0000766704 well:TripleNetMember well:AustinTXMember 2022-12-31 0000766704 well:AvonIN1Member well:TripleNetMember 2022-12-31 0000766704 well:AvonIN2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:AvonCTMember 2022-12-31 0000766704 well:AzusaCAMember well:TripleNetMember 2022-12-31 0000766704 well:BadAxeMIMember well:TripleNetMember 2022-12-31 0000766704 well:BaldwinCityKSMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BaltimoreMD1Member 2022-12-31 0000766704 well:TripleNetMember well:BaltimoreMD2Member 2022-12-31 0000766704 well:TripleNetMember well:BarbertonOHMember 2022-12-31 0000766704 well:TripleNetMember well:BartlesvilleOKMember 2022-12-31 0000766704 well:BayCityMIMember well:TripleNetMember 2022-12-31 0000766704 well:BedfordPAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BelmontCAMember 2022-12-31 0000766704 well:TripleNetMember well:BelvidereNJMember 2022-12-31 0000766704 well:BenbrookTXMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BerkeleyCAMember 2022-12-31 0000766704 well:BethelParkPA1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BethelParkPA2Member 2022-12-31 0000766704 well:TripleNetMember well:BethesdaMDMember 2022-12-31 0000766704 well:BethlehemPAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BethlehemPA2Member 2022-12-31 0000766704 well:TripleNetMember well:BeverlyMAMember 2022-12-31 0000766704 well:BeverlyHillsCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BexleyheathUKMember 2022-12-31 0000766704 well:BinghamFarmsMIMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BirminghamUK1Member 2022-12-31 0000766704 well:BirminghamUK2Member well:TripleNetMember 2022-12-31 0000766704 well:BirminghamUK3Member well:TripleNetMember 2022-12-31 0000766704 well:BirminghamUK4Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BloomingtonINMember 2022-12-31 0000766704 well:TripleNetMember well:BocaRatonFL1Member 2022-12-31 0000766704 well:TripleNetMember well:BocaRatonFL2Member 2022-12-31 0000766704 well:BossierCityLAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BoulderCOMember 2022-12-31 0000766704 well:TripleNetMember well:BournemouthUKMember 2022-12-31 0000766704 well:TripleNetMember well:BoyntonBeachFL1Member 2022-12-31 0000766704 well:BoyntonBeachFL2Member well:TripleNetMember 2022-12-31 0000766704 well:BracknellUKMember well:TripleNetMember 2022-12-31 0000766704 well:BradentonFLMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BraintreeMAMember 2022-12-31 0000766704 well:BraintreeUKMember well:TripleNetMember 2022-12-31 0000766704 well:BrecksvilleOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BrickNJMember 2022-12-31 0000766704 well:TripleNetMember well:BridgewaterNJMember 2022-12-31 0000766704 well:BristolUK1Member well:TripleNetMember 2022-12-31 0000766704 well:BristolUK2Member well:TripleNetMember 2022-12-31 0000766704 well:BrooksABMember well:TripleNetMember 2022-12-31 0000766704 well:BucyrusOHMember well:TripleNetMember 2022-12-31 0000766704 well:BurlesonTXMember well:TripleNetMember 2022-12-31 0000766704 well:BurlingtonNC1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:BurlingtonNC2Member 2022-12-31 0000766704 well:BurnabyBCMember well:TripleNetMember 2022-12-31 0000766704 well:CalgaryAB1Member well:TripleNetMember 2022-12-31 0000766704 well:CalgaryAB2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CampHillPAMember 2022-12-31 0000766704 well:TripleNetMember well:CanonsburgPAMember 2022-12-31 0000766704 well:TripleNetMember well:CantonOHMember 2022-12-31 0000766704 well:CantonMIMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CapeCoralFLMember 2022-12-31 0000766704 well:TripleNetMember well:CarlislePAMember 2022-12-31 0000766704 well:CarmelIN1Member well:TripleNetMember 2022-12-31 0000766704 well:CarmelIN2Member well:TripleNetMember 2022-12-31 0000766704 well:CarrolltonTXMember well:TripleNetMember 2022-12-31 0000766704 well:CaryNCMember well:TripleNetMember 2022-12-31 0000766704 well:CastletonINMember well:TripleNetMember 2022-12-31 0000766704 well:CedarRapidsIAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CentervilleOHMember 2022-12-31 0000766704 well:ChagrinFallsOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ChambersburgPAMember 2022-12-31 0000766704 well:ChapelHillNCMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CharlottesvilleVAMember 2022-12-31 0000766704 well:ChathamVAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ChattanoogaTNMember 2022-12-31 0000766704 well:TripleNetMember well:CherryHillNJMember 2022-12-31 0000766704 well:TripleNetMember well:ChesterVAMember 2022-12-31 0000766704 well:ChevyChaseMDMember well:TripleNetMember 2022-12-31 0000766704 well:ChickashaOKMember well:TripleNetMember 2022-12-31 0000766704 well:ChillicotheOHMember well:TripleNetMember 2022-12-31 0000766704 well:CincinnatiOHMember well:TripleNetMember 2022-12-31 0000766704 well:CitrusHeightsCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ClaremoreOKMember 2022-12-31 0000766704 well:ClarksvilleTNMember well:TripleNetMember 2022-12-31 0000766704 well:ClaytonNCMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CleburneTXMember 2022-12-31 0000766704 well:TripleNetMember well:ClevedonUKMember 2022-12-31 0000766704 well:CliftonNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CloquetMNMember 2022-12-31 0000766704 well:TripleNetMember well:CobhamUKMember 2022-12-31 0000766704 well:TripleNetMember well:ColoradoSpringsCO1Member 2022-12-31 0000766704 well:ColoradoSpringsCO2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ColumbiaTNMember 2022-12-31 0000766704 well:TripleNetMember well:ColumbiaSCMember 2022-12-31 0000766704 well:ColumbiaHeightsMNMember well:TripleNetMember 2022-12-31 0000766704 well:ConcordNCMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CongletonUKMember 2022-12-31 0000766704 well:TripleNetMember well:ConroeTXMember 2022-12-31 0000766704 well:CorbyUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:CostaMesaCAMember 2022-12-31 0000766704 well:TripleNetMember well:CoventryUKMember 2022-12-31 0000766704 well:TripleNetMember well:CrawfordsvilleINMember 2022-12-31 0000766704 well:TripleNetMember well:CypressTXMember 2022-12-31 0000766704 well:DallastownPAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:DanvilleVA1Member 2022-12-31 0000766704 well:TripleNetMember well:DanvilleVA2Member 2022-12-31 0000766704 well:DaphneALMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:DavenportIA1Member 2022-12-31 0000766704 well:DavenportIA2Member well:TripleNetMember 2022-12-31 0000766704 well:DaytonOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:DearbornHeightsMIMember 2022-12-31 0000766704 well:DecaturGAMember well:TripleNetMember 2022-12-31 0000766704 well:DelrayBeachFL1Member well:TripleNetMember 2022-12-31 0000766704 well:DelrayBeachFL2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:DenverCOMember 2022-12-31 0000766704 well:DerbyUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:DowagiacMIMember 2022-12-31 0000766704 well:TripleNetMember well:DroitwichUKMember 2022-12-31 0000766704 well:DublinOHMember well:TripleNetMember 2022-12-31 0000766704 well:DubuqueIAMember well:TripleNetMember 2022-12-31 0000766704 well:DunedinFLMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:DurhamNCMember 2022-12-31 0000766704 well:EaganMNMember well:TripleNetMember 2022-12-31 0000766704 well:EastBrunswickNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:EastbourneUKMember 2022-12-31 0000766704 well:EastonPA1Member well:TripleNetMember 2022-12-31 0000766704 well:EastonPA2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:EastonPA3Member 2022-12-31 0000766704 well:TripleNetMember well:EdenNCMember 2022-12-31 0000766704 well:EdmondOK1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:EdmondOK2Member 2022-12-31 0000766704 well:TripleNetMember well:ElizabethCityNCMember 2022-12-31 0000766704 well:TripleNetMember well:ElkGroveVillageIL1Member 2022-12-31 0000766704 well:TripleNetMember well:ElkGroveVillageIL2Member 2022-12-31 0000766704 well:EncinitasCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:EscondidoCAMember 2022-12-31 0000766704 well:TripleNetMember well:EverettWAMember 2022-12-31 0000766704 well:ExtonPAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FairfaxVA1Member 2022-12-31 0000766704 well:TripleNetMember well:FairfaxVA2Member 2022-12-31 0000766704 well:FairhopeALMember well:TripleNetMember 2022-12-31 0000766704 well:FallRiverMAMember well:TripleNetMember 2022-12-31 0000766704 well:FanwoodNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FaribaultMNMember 2022-12-31 0000766704 well:FarmingtonCTMember well:TripleNetMember 2022-12-31 0000766704 well:FarnboroughUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FayettevillePAMember 2022-12-31 0000766704 well:TripleNetMember well:FayettevilleNYMember 2022-12-31 0000766704 well:FindlayOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FishersIN1Member 2022-12-31 0000766704 well:FishersIN2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FishersvilleVAMember 2022-12-31 0000766704 well:FlintMIMember well:TripleNetMember 2022-12-31 0000766704 well:FlorenceNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FloydVAMember 2022-12-31 0000766704 well:TripleNetMember well:ForestCityNCMember 2022-12-31 0000766704 well:FortCollinsCOMember well:TripleNetMember 2022-12-31 0000766704 well:FortWayneINMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FortWorthTX1Member 2022-12-31 0000766704 well:FortWorthTX2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FountainValleyCAMember 2022-12-31 0000766704 well:FredericksburgVA1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FredericksburgVA2Member 2022-12-31 0000766704 well:FtMyersFL1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:FtMyersFL2Member 2022-12-31 0000766704 well:TripleNetMember well:FtMyersFL3Member 2022-12-31 0000766704 well:GahannaOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:GainesvilleFLMember 2022-12-31 0000766704 well:GalesburgILMember well:TripleNetMember 2022-12-31 0000766704 well:GardnerKSMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:GastoniaNC1Member 2022-12-31 0000766704 well:GastoniaNC2Member well:TripleNetMember 2022-12-31 0000766704 well:GastoniaNC3Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:GenevaILMember 2022-12-31 0000766704 well:TripleNetMember well:GeorgetownTXMember 2022-12-31 0000766704 well:TripleNetMember well:GigHarborWAMember 2022-12-31 0000766704 well:GlenEllynILMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:GranburyTXMember 2022-12-31 0000766704 well:TripleNetMember well:GrangerINMember 2022-12-31 0000766704 well:TripleNetMember well:GreensboroNC1Member 2022-12-31 0000766704 well:GreensboroNC2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:GreenvilleMIMember 2022-12-31 0000766704 well:TripleNetMember well:GreenvilleSC1Member 2022-12-31 0000766704 well:TripleNetMember well:GreenvilleSC2Member 2022-12-31 0000766704 well:TripleNetMember well:GreenvilleSC3Member 2022-12-31 0000766704 well:TripleNetMember well:GreenvilleNCMember 2022-12-31 0000766704 well:GreenwoodINMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:GrossePointeMIMember 2022-12-31 0000766704 well:TripleNetMember well:HamiltonNJMember 2022-12-31 0000766704 well:TripleNetMember well:HanfordUKMember 2022-12-31 0000766704 well:TripleNetMember well:HarrisburgPAMember 2022-12-31 0000766704 well:HarrowUKMember well:TripleNetMember 2022-12-31 0000766704 well:HastingsMIMember well:TripleNetMember 2022-12-31 0000766704 well:HatboroPA1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:HatboroPA2Member 2022-12-31 0000766704 well:HatfieldUKMember well:TripleNetMember 2022-12-31 0000766704 well:HaverhillMAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:HemetCAMember 2022-12-31 0000766704 well:HermitageTNMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:HerneBayUKMember 2022-12-31 0000766704 well:HiawathaKSMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:HickoryNCMember 2022-12-31 0000766704 well:HighPointNC1Member well:TripleNetMember 2022-12-31 0000766704 well:HighPointNC2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:HighPointNC3Member 2022-12-31 0000766704 well:TripleNetMember well:HighPointNC4Member 2022-12-31 0000766704 well:TripleNetMember well:HighlandsRanchCOMember 2022-12-31 0000766704 well:TripleNetMember well:HillsboroOHMember 2022-12-31 0000766704 well:HinckleyUKMember well:TripleNetMember 2022-12-31 0000766704 well:HinsdaleILMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:HoltonKSMember 2022-12-31 0000766704 well:HomewoodILMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:HowardWIMember 2022-12-31 0000766704 well:TripleNetMember well:HuntingdonValleyPAMember 2022-12-31 0000766704 well:HuntsvilleALMember well:TripleNetMember 2022-12-31 0000766704 well:IndependenceVAMember well:TripleNetMember 2022-12-31 0000766704 well:IndianapolisINMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:JacksonNJMember 2022-12-31 0000766704 well:JacksonvilleFLMember well:TripleNetMember 2022-12-31 0000766704 well:JeffersonHillsPAMember well:TripleNetMember 2022-12-31 0000766704 well:JerseyShorePAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:KansasCityKSMember 2022-12-31 0000766704 well:KatyTXMember well:TripleNetMember 2022-12-31 0000766704 well:KensingtonMDMember well:TripleNetMember 2022-12-31 0000766704 well:KenwoodOHMember well:TripleNetMember 2022-12-31 0000766704 well:KetteringOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:KingOfPrussiaPA1Member 2022-12-31 0000766704 well:TripleNetMember well:KingOfPrussiaPA2Member 2022-12-31 0000766704 well:KingsfordMIMember well:TripleNetMember 2022-12-31 0000766704 well:KirkstallUKMember well:TripleNetMember 2022-12-31 0000766704 well:KnoxvilleTNMember well:TripleNetMember 2022-12-31 0000766704 well:KokomoINMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LaceyWAMember 2022-12-31 0000766704 well:LafayetteCOMember well:TripleNetMember 2022-12-31 0000766704 well:LafayetteINMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LakewayTXMember 2022-12-31 0000766704 well:TripleNetMember well:LakewoodCOMember 2022-12-31 0000766704 well:LancasterPAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LapeerMIMember 2022-12-31 0000766704 well:LargoFLMember well:TripleNetMember 2022-12-31 0000766704 well:LaureldalePAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LebanonPA1Member 2022-12-31 0000766704 well:LebanonPA2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LeeMAMember 2022-12-31 0000766704 well:LeedsUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LeicesterUKMember 2022-12-31 0000766704 well:LenoirNCMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LethbridgeABMember 2022-12-31 0000766704 well:LexanaKSMember well:TripleNetMember 2022-12-31 0000766704 well:LexingtonNCMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LibertyvilleIL1Member 2022-12-31 0000766704 well:LibertyvilleIL2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LichfieldUKMember 2022-12-31 0000766704 well:LillingtonNC1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LillingtonNC2Member 2022-12-31 0000766704 well:TripleNetMember well:LivermoreCAMember 2022-12-31 0000766704 well:TripleNetMember well:LivoniaMIMember 2022-12-31 0000766704 well:LongwoodFLMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LosAngelesCAMember 2022-12-31 0000766704 well:LouisburgKSMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LouisvilleKYMember 2022-12-31 0000766704 well:TripleNetMember well:LoxleyUKMember 2022-12-31 0000766704 well:LuthervilleMDMember well:TripleNetMember 2022-12-31 0000766704 well:LynchburgVA1Member well:TripleNetMember 2022-12-31 0000766704 well:LynchburgVA2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:LynnwoodWAMember 2022-12-31 0000766704 well:ManalapanNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ManassasVAMember 2022-12-31 0000766704 well:TripleNetMember well:MankatoMNMember 2022-12-31 0000766704 well:MariettaOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:MariettaPAMember 2022-12-31 0000766704 well:TripleNetMember well:MariettaGAMember 2022-12-31 0000766704 well:TripleNetMember well:MarionIN1Member 2022-12-31 0000766704 well:TripleNetMember well:MarionIN2Member 2022-12-31 0000766704 well:MarionOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:MarlboroughUKMember 2022-12-31 0000766704 well:TripleNetMember well:MartinsvilleVAMember 2022-12-31 0000766704 well:MarysvilleOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:MatthewsNCMember 2022-12-31 0000766704 well:McHenryILMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:McMurrayPAMember 2022-12-31 0000766704 well:TripleNetMember well:MedicineHatABMember 2022-12-31 0000766704 well:TripleNetMember well:MentorOHMember 2022-12-31 0000766704 well:TripleNetMember well:MequonWIMember 2022-12-31 0000766704 well:TripleNetMember well:MiamisburgOHMember 2022-12-31 0000766704 well:MiddleburgHeightsOHMember well:TripleNetMember 2022-12-31 0000766704 well:MiddletonWIMember well:TripleNetMember 2022-12-31 0000766704 well:MidlothianVAMember well:TripleNetMember 2022-12-31 0000766704 well:MiltonKeynesUKMember well:TripleNetMember 2022-12-31 0000766704 well:MinnetonkaMNMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:MishawakaINMember 2022-12-31 0000766704 well:TripleNetMember well:MolineILMember 2022-12-31 0000766704 well:TripleNetMember well:MonroeNC1Member 2022-12-31 0000766704 well:TripleNetMember well:MonroeNC2Member 2022-12-31 0000766704 well:TripleNetMember well:MonroeNC3Member 2022-12-31 0000766704 well:MonroeTownshipNJMember well:TripleNetMember 2022-12-31 0000766704 well:MonroevillePA1Member well:TripleNetMember 2022-12-31 0000766704 well:MonroevillePA2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:MontgomeryvillePAMember 2022-12-31 0000766704 well:TripleNetMember well:MontvilleNJMember 2022-12-31 0000766704 well:MoorestownNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:MoreheadCityNCMember 2022-12-31 0000766704 well:TripleNetMember well:MoultonUKMember 2022-12-31 0000766704 well:MountainsideNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:MtPleasantMIMember 2022-12-31 0000766704 well:NapervilleILMember well:TripleNetMember 2022-12-31 0000766704 well:NaplesFL1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:NaplesFL2Member 2022-12-31 0000766704 well:TripleNetMember well:NaplesFL3Member 2022-12-31 0000766704 well:NashvilleTNMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:NeedhamMA1Member 2022-12-31 0000766704 well:NeedhamMA2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:NewLenoxILMember 2022-12-31 0000766704 well:TripleNetMember well:NewMostonUKMember 2022-12-31 0000766704 well:NewarkDEMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:NewcastleUnderLymeUK1Member 2022-12-31 0000766704 well:TripleNetMember well:NewcastleUnderLymeUK2Member 2022-12-31 0000766704 well:NewportNewsVAMember well:TripleNetMember 2022-12-31 0000766704 well:NormanOKMember well:TripleNetMember 2022-12-31 0000766704 well:NorthAugustaSCMember well:TripleNetMember 2022-12-31 0000766704 well:NorthamptonUK1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:NorthamptonUK2Member 2022-12-31 0000766704 well:TripleNetMember well:NorthbrookILMember 2022-12-31 0000766704 well:NottinghamUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:NuneatonUKMember 2022-12-31 0000766704 well:NuthallUKMember well:TripleNetMember 2022-12-31 0000766704 well:OakLawnIL1Member well:TripleNetMember 2022-12-31 0000766704 well:OakLawnIL2Member well:TripleNetMember 2022-12-31 0000766704 well:OaklandCAMember well:TripleNetMember 2022-12-31 0000766704 well:OlatheKSMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:OnaWVMember 2022-12-31 0000766704 well:OneontaNYMember well:TripleNetMember 2022-12-31 0000766704 well:OremUTMember well:TripleNetMember 2022-12-31 0000766704 well:OsageCityKSMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:OsawatomieKSMember 2022-12-31 0000766704 well:TripleNetMember well:OttawaKSMember 2022-12-31 0000766704 well:TripleNetMember well:OverlandParkKSMember 2022-12-31 0000766704 well:TripleNetMember well:OverlandParkKS1Member 2022-12-31 0000766704 well:OverlandParkKS2Member well:TripleNetMember 2022-12-31 0000766704 well:OverlandParkKS3Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:OwassoOKMember 2022-12-31 0000766704 well:TripleNetMember well:PalmBeachGardensFLMember 2022-12-31 0000766704 well:PalmDesertCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PalmHarborFL1Member 2022-12-31 0000766704 well:TripleNetMember well:PalmHarborFL2Member 2022-12-31 0000766704 well:TripleNetMember well:PalmHarborFL3Member 2022-12-31 0000766704 well:TripleNetMember well:PalosHeightsIL1Member 2022-12-31 0000766704 well:PalosHeightsIL2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PalosHeightsIL3Member 2022-12-31 0000766704 well:PanamaCityBeachFLMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PaolaKSMember 2022-12-31 0000766704 well:ParmaOH1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ParmaOH2Member 2022-12-31 0000766704 well:TripleNetMember well:PaulsboroNJMember 2022-12-31 0000766704 well:TripleNetMember well:PawPawMIMember 2022-12-31 0000766704 well:PerrysburgOH1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PerrysburgOH2Member 2022-12-31 0000766704 well:TripleNetMember well:PhiladelphiaPAMember 2022-12-31 0000766704 well:PickeringtonOHMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PikesvilleMD1Member 2022-12-31 0000766704 well:TripleNetMember well:PikesvilleMD2Member 2022-12-31 0000766704 well:PinehurstNCMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PiquaOHMember 2022-12-31 0000766704 well:TripleNetMember well:PiscatawayNJMember 2022-12-31 0000766704 well:TripleNetMember well:PittsburghPA1Member 2022-12-31 0000766704 well:PittsburghPA2Member well:TripleNetMember 2022-12-31 0000766704 well:PittsburghPA3Member well:TripleNetMember 2022-12-31 0000766704 well:PittsburghPA4Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PittsburghPA5Member 2022-12-31 0000766704 well:TripleNetMember well:PittsburghPA6Member 2022-12-31 0000766704 well:PittsburghPA7Member well:TripleNetMember 2022-12-31 0000766704 well:PlainviewNYMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PlanoTXMember 2022-12-31 0000766704 well:PooleUKMember well:TripleNetMember 2022-12-31 0000766704 well:PotomacMD1Member well:TripleNetMember 2022-12-31 0000766704 well:PotomacMD2Member well:TripleNetMember 2022-12-31 0000766704 well:PottstownPAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:PowellOH1Member 2022-12-31 0000766704 well:TripleNetMember well:PowellOH2Member 2022-12-31 0000766704 well:TripleNetMember well:PriorLakeMNMember 2022-12-31 0000766704 well:ProspectKYMember well:TripleNetMember 2022-12-31 0000766704 well:RaleighNCMember well:TripleNetMember 2022-12-31 0000766704 well:RaleighNC1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:RaleighNC2Member 2022-12-31 0000766704 well:RedBankNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:RedondoBeachCAMember 2022-12-31 0000766704 well:TripleNetMember well:ReidsvilleNCMember 2022-12-31 0000766704 well:RichardsonTXMember well:TripleNetMember 2022-12-31 0000766704 well:RichmondINMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:RichmondVA1Member 2022-12-31 0000766704 well:RichmondVA2Member well:TripleNetMember 2022-12-31 0000766704 well:RoanokeVAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:RockHillSCMember 2022-12-31 0000766704 well:TripleNetMember well:RockfordMIMember 2022-12-31 0000766704 well:RockvilleCentreNYMember well:TripleNetMember 2022-12-31 0000766704 well:RomeovilleILMember well:TripleNetMember 2022-12-31 0000766704 well:RosevilleMNMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:RugeleyUKMember 2022-12-31 0000766704 well:TripleNetMember well:RustonLAMember 2022-12-31 0000766704 well:SHollandILMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SalemORMember 2022-12-31 0000766704 well:TripleNetMember well:SalisburyNCMember 2022-12-31 0000766704 well:SanAngeloTX1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SanAngeloTX2Member 2022-12-31 0000766704 well:TripleNetMember well:SanAntonioTXMember 2022-12-31 0000766704 well:SanDiegoCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SanJuanCapistranoCAMember 2022-12-31 0000766704 well:SanduskyMIMember well:TripleNetMember 2022-12-31 0000766704 well:SarasotaFL1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SarasotaFL2Member 2022-12-31 0000766704 well:SarasotaFL3Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SarasotaFL4Member 2022-12-31 0000766704 well:SarasotaFL5Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ScrantonPA1Member 2022-12-31 0000766704 well:TripleNetMember well:ScrantonPA2Member 2022-12-31 0000766704 well:SeminoleFLMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SevenFieldsPAMember 2022-12-31 0000766704 well:SewellNJMember well:TripleNetMember 2022-12-31 0000766704 well:ShawneeOKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SilverSpringMD1Member 2022-12-31 0000766704 well:SilverSpringMD2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SilvisILMember 2022-12-31 0000766704 well:TripleNetMember well:SinkingSpringPAMember 2022-12-31 0000766704 well:SittingbourneUKMember well:TripleNetMember 2022-12-31 0000766704 well:SmithfieldNC1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SmithfieldNC2Member 2022-12-31 0000766704 well:TripleNetMember well:SouthBendINMember 2022-12-31 0000766704 well:SouthPointOHMember well:TripleNetMember 2022-12-31 0000766704 well:SouthamptonUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SouthburyCTMember 2022-12-31 0000766704 well:SpokaneWAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SpringfieldILMember 2022-12-31 0000766704 well:StPaulMNMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:StaffordUKMember 2022-12-31 0000766704 well:StamfordUKMember well:TripleNetMember 2022-12-31 0000766704 well:StatesvilleNC1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:StatesvilleNC2Member 2022-12-31 0000766704 well:StatesvilleNC3Member well:TripleNetMember 2022-12-31 0000766704 well:StauntonVAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SterlingHeightsMI1Member 2022-12-31 0000766704 well:TripleNetMember well:SterlingHeightsMI2Member 2022-12-31 0000766704 well:TripleNetMember well:StillwaterOKMember 2022-12-31 0000766704 well:StratfordUponAvonUKMember well:TripleNetMember 2022-12-31 0000766704 well:StroudsburgPAMember well:TripleNetMember 2022-12-31 0000766704 well:SunburyPAMember well:TripleNetMember 2022-12-31 0000766704 well:SunnyvaleCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:SuperiorWIMember 2022-12-31 0000766704 well:TacomaWAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:TallahasseeFLMember 2022-12-31 0000766704 well:TampaFLMember well:TripleNetMember 2022-12-31 0000766704 well:TelfordUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:TerreHauteINMember 2022-12-31 0000766704 well:TexarkanaTXMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:TheVillagesFLMember 2022-12-31 0000766704 well:TripleNetMember well:ThomasvilleGAMember 2022-12-31 0000766704 well:ThousandOaksCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ThreeRiversMIMember 2022-12-31 0000766704 well:TomballTXMember well:TripleNetMember 2022-12-31 0000766704 well:TomsRiverNJMember well:TripleNetMember 2022-12-31 0000766704 well:TonganoxieKSMember well:TripleNetMember 2022-12-31 0000766704 well:TowsonMD1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:TowsonMD2Member 2022-12-31 0000766704 well:TowsonMD3Member well:TripleNetMember 2022-12-31 0000766704 well:TroyMIMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:TroyOHMember 2022-12-31 0000766704 well:TripleNetMember well:TrumbullCTMember 2022-12-31 0000766704 well:TulsaOK1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:TulsaOK2Member 2022-12-31 0000766704 well:TripleNetMember well:TulsaOK3Member 2022-12-31 0000766704 well:TustinCAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:TwinsburgOHMember 2022-12-31 0000766704 well:TripleNetMember well:UnionKYMember 2022-12-31 0000766704 well:TripleNetMember well:UnionSCMember 2022-12-31 0000766704 well:ValparaisoIN1Member well:TripleNetMember 2022-12-31 0000766704 well:ValparaisoIN2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:VancouverWAMember 2022-12-31 0000766704 well:VeniceFLMember well:TripleNetMember 2022-12-31 0000766704 well:VeroBeachFL1Member well:TripleNetMember 2022-12-31 0000766704 well:VeroBeachFL2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:VeroBeachFL3Member 2022-12-31 0000766704 well:TripleNetMember well:VeroBeachFL4Member 2022-12-31 0000766704 well:VirginiaBeachVA1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:VirginiaBeachVA2Member 2022-12-31 0000766704 well:VoorheesNJ1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:VoorheesNJ2Member 2022-12-31 0000766704 well:WPalmBeachFL1Member well:TripleNetMember 2022-12-31 0000766704 well:WPalmBeachFL2Member well:TripleNetMember 2022-12-31 0000766704 well:WabashINMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WaconiaMNMember 2022-12-31 0000766704 well:WakeForestNCMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WallingfordPAMember 2022-12-31 0000766704 well:TripleNetMember well:WalnutCreekCA1Member 2022-12-31 0000766704 well:TripleNetMember well:WalnutCreekCA2Member 2022-12-31 0000766704 well:TripleNetMember well:WalsallUKMember 2022-12-31 0000766704 well:TripleNetMember well:WamegoKSMember 2022-12-31 0000766704 well:WarrenNJMember well:TripleNetMember 2022-12-31 0000766704 well:WaterlooIAMember well:TripleNetMember 2022-12-31 0000766704 well:WayneNJMember well:TripleNetMember 2022-12-31 0000766704 well:WellingboroughUKMember well:TripleNetMember 2022-12-31 0000766704 well:WestBendWIMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WestDesMoinesIAMember 2022-12-31 0000766704 well:WestMilfordNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WestOrangeNJMember 2022-12-31 0000766704 well:WestReadingPAMember well:TripleNetMember 2022-12-31 0000766704 well:WestervilleOH1Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WestervilleOH2Member 2022-12-31 0000766704 well:WestervilleOH3Member well:TripleNetMember 2022-12-31 0000766704 well:WestervilleOH4Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WestfieldINMember 2022-12-31 0000766704 well:TripleNetMember well:WestlakeOHMember 2022-12-31 0000766704 well:WestonSuperMareUKMember well:TripleNetMember 2022-12-31 0000766704 well:WheatonMDMember well:TripleNetMember 2022-12-31 0000766704 well:WhippanyNJMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WhitehallMIMember 2022-12-31 0000766704 well:TripleNetMember well:WichitaKS1Member 2022-12-31 0000766704 well:TripleNetMember well:WichitaKS2Member 2022-12-31 0000766704 well:WilliamsburgVAMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WilloughbyOHMember 2022-12-31 0000766704 well:TripleNetMember well:WilmingtonDE1Member 2022-12-31 0000766704 well:WilmingtonNC1Member well:TripleNetMember 2022-12-31 0000766704 well:WilmingtonNC2Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WilmingtonDE2Member 2022-12-31 0000766704 well:WilmingtonDE3Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WindsorVAMember 2022-12-31 0000766704 well:TripleNetMember well:WinstonSalemNCMember 2022-12-31 0000766704 well:WinterGardenFLMember well:TripleNetMember 2022-12-31 0000766704 well:WinterSpringsFLMember well:TripleNetMember 2022-12-31 0000766704 well:WitherwackUKMember well:TripleNetMember 2022-12-31 0000766704 well:WolverhamptonUKMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:WoodburyMNMember 2022-12-31 0000766704 well:TripleNetMember well:WoodstockVAMember 2022-12-31 0000766704 well:TripleNetMember well:WorcesterMAMember 2022-12-31 0000766704 well:TripleNetMember well:YardleyPA1Member 2022-12-31 0000766704 well:YardleyPA2Member well:TripleNetMember 2022-12-31 0000766704 well:YorkPA1Member well:TripleNetMember 2022-12-31 0000766704 well:YorkPA2Member well:TripleNetMember 2022-12-31 0000766704 well:YorkPA3Member well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:YorkUKMember 2022-12-31 0000766704 well:YoungsvilleNCMember well:TripleNetMember 2022-12-31 0000766704 well:ZephyrhillsFLMember well:TripleNetMember 2022-12-31 0000766704 well:TripleNetMember well:ZionsvilleIN1Member 2022-12-31 0000766704 well:TripleNetMember well:ZionsvilleIN2Member 2022-12-31 0000766704 well:AddisonILMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:AgawamMAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:AllenTXMember 2022-12-31 0000766704 well:AlpharettaGA1Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:AlpharettaGA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AlpharettaGA3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AlpharettaGA4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AlpharettaGA5Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AnnArborMI1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AnnArborMI2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AnnaTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:AppletonWI1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AppletonWI2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ArcadiaCAMember 2022-12-31 0000766704 well:ArlingtonTXMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ArlingtonHeightsILMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:AtlantaGA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AtlantaGA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AtlantaGA3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AustinTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:AustinTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BaltimoreMDMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:BellevueNEMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:BendORMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:BerkeleyHeightsNJMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:BeverlyHillsCA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BeverlyHillsCA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BeverlyHillsCA3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BeverlyHillsCA4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BeverlyHillsCA5Member 2022-12-31 0000766704 well:BirminghamAL1Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:BirminghamAL2Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:BirminghamAL3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BirminghamAL4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BocaRatonFL1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BocaRatonFL2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:BridgetonMOMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:BridgetonMO2Member 2022-12-31 0000766704 well:BrooklynNYMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:BurlesonTXMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:BurnsvilleMNMember 2022-12-31 0000766704 well:CantonMIMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:CapeCoralFLMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:CarmichaelCAMember 2022-12-31 0000766704 well:CaryNCMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:CedarParkTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChapelHillNC1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChapelHillNC2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChapelHillNC3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChapelHillNC4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CharlotteNC1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CharlotteNC2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CharlotteNC3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CharlotteNC4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CharlotteNC5Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CharlotteNC6Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CharlotteNC7Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CherryHillNJMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChicopeeMAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChulaVistaCA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChulaVistaCA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChulaVistaCA3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ChulaVistaCA4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CincinnatiOH1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CincinnatiOH2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ClarksonValleyMOMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ClearLakeTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ClintonMIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ClydeNCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:CollegeStationTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ColumbiaMD1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ColumbiaMD2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ColumbiaMD3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ColumbiaMO1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ColumbiaMO2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ColumbiaMO3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:CoonRapidsMNMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:CostaMesaCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:DadeCityFLMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:DallasTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:DallasTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:DanburyCT1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:DanburyCT2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:DanburyCT3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:DeerfieldBeachFLMember 2022-12-31 0000766704 well:DelrayBeachFLMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:DunkirkMDMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:DurhamNC1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:DurhamNC2Member 2022-12-31 0000766704 well:ElPasoTXMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ElginILMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ElmhurstILMember 2022-12-31 0000766704 well:ElyriaOHMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:EscondidoCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:EverettWAMember 2022-12-31 0000766704 well:FentonMO1Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:FentonMO2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:FlorhamParkNJMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:FlowerMoundTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:FlowerMoundTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:FlowerMoundTX3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:FortWashingtonPAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:FortWorthTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:FortWorthTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:FortWorthTX3Member 2022-12-31 0000766704 well:FrederickMD1Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:FrederickMD2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:FresnoCAMember 2022-12-31 0000766704 well:GardendaleALMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:GarlandTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:GastoniaNCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:GigHarborWAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:GlendaleCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:GloucesterVAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:GrandPrairieTXMember 2022-12-31 0000766704 well:GrapevineTX1Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:GrapevineTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:GreenvilleSCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:HarrisburgNCMember 2022-12-31 0000766704 well:HattiesburgMSMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:HaymarketVAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:HendersonNV1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HendersonNV2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HendersonNV3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HighlandILMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:HopewellJunctionNY1Member 2022-12-31 0000766704 well:HopewellJunctionNY2Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:HoustonTX1Member 2022-12-31 0000766704 well:HoustonTX2Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:HoustonTX3Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:HoustonTX4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HoustonTX5Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HoustonTX6Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HoustonTX7Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HowellMI1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HowellMI2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:HumbleTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:HuntersvilleNCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:IndependenceMOMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:JacksonMIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:JacksonvilleFL1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:JacksonvilleFL2Member 2022-12-31 0000766704 well:JeffersonCityTNMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:JonesboroGA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:JonesboroGA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:JupiterFL1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:JupiterFL2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:KalamazooMIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:KatyTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:KatyTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:KatyTX3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:KnoxvilleTNMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LaJollaCA1Member 2022-12-31 0000766704 well:LaJollaCA2Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LaJollaCA3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:LaceyWAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LakeStLouisMOMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LakewayTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LasVegasNV1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:LasVegasNV2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:LasVegasNV3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:LasVegasNV4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:LawrencevilleNJMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LittleRockARMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LosAlamitosCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LowellMAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LoxahatcheeFL1Member 2022-12-31 0000766704 well:LoxahatcheeFL2Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LoxahatcheeFL3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:LubbockTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:LynbrookNYMember 2022-12-31 0000766704 well:MadisonWIMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MargateFLMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MariettaGAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MarsPAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MatthewsNCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MenashaWIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MercedCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MeridianIDMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MesaAZ1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:MesaAZ2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:MilanMIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MissionHillsCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MissouriCityTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MobileALMember 2022-12-31 0000766704 well:MonroevillePAMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MoorestownNJMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MountJulietTNMember 2022-12-31 0000766704 well:MountKiscoNYMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MountVernonILMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:MurrietaCA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:MurrietaCA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:MyrtleBeachSCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:NampaIDMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:NewMilfordCT1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:NewMilfordCT2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:NewburghNYMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:NewburyportMAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:NewtownCT1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:NewtownCT2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:NiagaraFallsNY1Member 2022-12-31 0000766704 well:NiagaraFallsNY2Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:NorfolkVAMember 2022-12-31 0000766704 well:NorthCantonOHMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:NorthEastonMA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:NorthEastonMA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:NorwoodOHMember 2022-12-31 0000766704 well:NoviMIMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:OklahomaCityOKMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:OxfordNCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PasadenaTXMember 2022-12-31 0000766704 well:PearlandTX1Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PearlandTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PhoenixAZ1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PhoenixAZ2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PhoenixAZ3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PhoenixAZ4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PinckneyMIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PlanoTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PlantationFLMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PleasantonCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PlymouthMeetingPAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PortOrchardWAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PorterTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:PoughkeepsieNY1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PoughkeepsieNY2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PoughkeepsieNY3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PoughkeepsieNY4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:PrinceFrederickMD1Member 2022-12-31 0000766704 well:PrinceFrederickMD2Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RaleighNCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RanchoMirageCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RedmondWAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RichmondVAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RichmondTXMember 2022-12-31 0000766704 well:RockwallTXMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:RollaMOMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RomeGAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RosevilleMNMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:RoxboroNCMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:SanAntonioTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SanAntonioTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SantaClaritaCA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SantaClaritaCA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SantaClaritaCA3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SantaClaritaCA4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SantaClaritaCA5Member 2022-12-31 0000766704 well:SeattleWAMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:SewellNJ2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ShakopeeMN1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ShakopeeMN2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:ShenandoahTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:ShermanOaksCAMember 2022-12-31 0000766704 well:SilverdaleWAMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:SouthlakeTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SouthlakeTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SouthlakeTX3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SouthlakeTX4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:SpringfieldMAMember 2022-12-31 0000766704 well:StPaulMNMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:StLouisMOMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:StPaulMN2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:StaffordTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:StocktonCAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:StrongsvilleOHMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:SuffernNYMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:SuffolkVAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:SugarLandTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:SycamoreILMember 2022-12-31 0000766704 well:TacomaWAMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:TampaFLMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:TarzanaCAMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:TimoniumMDMember 2022-12-31 0000766704 well:TowsonMDMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:TustinCA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:TustinCA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:TylerTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:TylerTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:VanNuysCAMember 2022-12-31 0000766704 well:VoorheesNJ1Member well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:VoorheesNJ2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WacoTX1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WacoTX2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WacoTX3Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WacoTX4Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WashingtonPAMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:WausauWIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:WaxahachieTXMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:WellingtonFL1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WellingtonFL2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WestlakeVillageCA1Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WestlakeVillageCA2Member 2022-12-31 0000766704 well:OutpatientMedicalMember well:WinstonSalemNCMember 2022-12-31 0000766704 well:WoodbridgeVAMember well:OutpatientMedicalMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:WyandotteMIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:YpsilantiMIMember 2022-12-31 0000766704 well:OutpatientMedicalMember well:YumaAZMember 2022-12-31 0000766704 well:ZephyrhillsFLMember well:OutpatientMedicalMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:BrooklineMAMember 2022-12-31 0000766704 well:CentrevilleMDMember us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:DundalkMDMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:FortWorthTXMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:LaPlataMDMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:LasVegasNVMember 2022-12-31 0000766704 well:RexburgIDMember us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember 2022-12-31 0000766704 well:SantaAnaCAMember us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:SevernaParkMDMember 2022-12-31 0000766704 well:TowsonMDMember us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:VoorheesNJMember 2022-12-31 0000766704 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember well:WestfieldNJMember 2022-12-31 0000766704 well:SeniorsHousingOperatingMember us-gaap:OperatingSegmentsMember 2022-12-31 0000766704 us-gaap:MaterialReconcilingItemsMember 2022-12-31 0000766704 well:InvestmentsInRealPropertyOwnedContinuingOperationsMember 2022-12-31 well:lease 0000766704 us-gaap:FirstMortgageMember well:TripleNetMember well:NorthCarolina1Member 2022-01-01 2022-12-31 0000766704 us-gaap:FirstMortgageMember well:TripleNetMember well:NorthCarolina1Member 2022-12-31 0000766704 well:TripleNetMember well:UnitedKingdom1Member well:FirstMortgageMultiplePropertiesMember 2022-01-01 2022-12-31 0000766704 well:TripleNetMember well:UnitedKingdom1Member well:FirstMortgageMultiplePropertiesMember 2022-12-31 0000766704 srt:MinimumMember well:VariousSegmentsMember well:UnitedStates9Member well:FirstMortgagesLessThanThreePercentOfTotalMember 2022-01-01 2022-12-31 0000766704 srt:MaximumMember well:VariousSegmentsMember well:UnitedStates9Member well:FirstMortgagesLessThanThreePercentOfTotalMember 2022-01-01 2022-12-31 0000766704 well:VariousSegmentsMember well:UnitedStates9Member well:FirstMortgagesLessThanThreePercentOfTotalMember 2022-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2022

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-8923
well-20221231_g1.gif
WELLTOWER INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1096634
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4500 Dorr Street, Toledo, Ohio 43615
(Address of principal executive offices) (Zip Code)
( 419 ) 247-2800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $1.00 par value 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
Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer

Non-accelerated filer

Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No
Indicate by check mark whether the registrant has filed a report on and attestation of the effectiveness of its internal control over financial reporting under Section 404(b) of Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by registered public accounting firm that prepared or issued its audit report
The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price of such shares on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter was $ 38,131,759,000 .
As o f February 16, 2023, t he registrant ha d 490,643,990 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May 24, 2023, are incorporated by reference into Part III.



WELLTOWER INC. AND SUBSIDIARIES
2022 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signature



PART I
Item 1. Business
General
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 real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing, post-acute communities and outpatient medical properties. More information is available on the Internet at www.welltower.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
On March 7, 2022, we announced our intent to complete an UPREIT reorganization. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower (the "Merger"). In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC (the "LLC Conversion"). Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial assets or liabilities, other than through its investment in Welltower OP.
Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.751% as of December 31, 2022. Welltower Inc. issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP, and Welltower Inc. has fully and unconditionally guaranteed all existing and future senior unsecured notes.
Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to “we,” “us,” “our” or the “company” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.
Portfolio of Properties
Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that summarizes our portfolio as of December 31, 2022.
Property Types
We invest in seniors housing and health care real estate and evaluate our business through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient Medical. For additional information regarding our segments, please see Note 18 to our consolidated financial statements. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to our consolidated financial statements. The following is a summary of our various property types.
Seniors Housing Operating
Our Seniors Housing Operating properties include seniors apartments, independent living and independent supportive living, continuing care retirement communities, assisted living, Alzheimer's/dementia care and include care homes with or without nursing (U.K.), which assist with activities of daily living that preserve a person's mobility and social systems to promote cognitive engagement. Our properties include stand-alone properties that provide one level of service, combination properties that provide multiple levels of service and communities or campuses that provide a wide range of services. Properties are primarily held in joint venture entities with operating partners. We utilize the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).
Seniors Apartments Seniors apartments generally refer to age-restricted multi-unit housing with self-contained living units for older adults, usually aged 55+ who are able to care for themselves. Seniors apartments generally do not offer other additional services such as meals.
2


Independent Living and Independent Supportive Living (Canada) Independent living and independent supportive living generally refers to age-restricted, multifamily properties with central dining that provide residents access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities.
Continuing Care Retirement Communities Continuing care retirement communities typically include a combination of detached homes and properties offering independent living, assisted living and/or long-term/post-acute care services on one campus. These communities appeal to residents because there is no need to relocate when health and medical needs change. Resident payment plans vary, but can include entrance fees, condominium fees and rental fees. Many of these communities also charge monthly maintenance fees in exchange for a living unit, meals and some health services.
Assisted Living Assisted living refers to state-regulated rental properties that provide independent living services, but also provide supportive care from trained employees to residents who require assistance with activities of daily living, including, but not limited to, management of medications, bathing, dressing, toileting, ambulating and eating.
Alzheimer’s/Dementia Care Alzheimer's/Dementia Care refers to state-regulated rental properties that generally provide assisted living and independent living services, but also provide supportive care to residents with memory loss, Alzheimer's disease and/or other types of dementia. Amenities vary, but may include enhanced security, specialized design features and memory-enhancing therapies that promote relaxation and help slow cognitive decline.
Care Homes with or without Nursing (U.K.) Care homes without nursing, regulated by the Care Quality Commission ("CQC”), are rental properties that provide essentially the same services as U.S. assisted living. Care homes with nursing, also regulated by the CQC, are licensed daily rate or rental properties where most individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for various national and local reimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally do not provide post-acute care.
Our Seniors Housing Operating segment accounted for 72%, 68% and 67% of total revenues for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, we had relationships wit h 43 operators to manage our Seniors Housing Operating properties. In each instance, our partner provides management services to the properties pursuant to an incentive-based management contract. We rely on our partners to effectively and efficiently manage these properties. For the year ended December 31, 2022, our relationship with Sunrise Senior Living accounted for approximately 20% of our Seniors Housing Operating segment revenues and 14% of our total revenues. Additionally Revera accounted for approximately 8% of our Seniors Housing Operating segment revenues and 6% our total revenues. Revera owns a controlling interest in Sunrise Senior Living.
Triple-net
Our Triple-net properties offer services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities, Alzheimer's/dementia care and care homes with or without nursing (U.K.) described above, as well as long-term/post-acute care. Our properties include stand-alone properties that provide one level of service, combination facilities that provide multiple levels of service, and communities or campuses that provide a wide range of services. We invest primarily through acquisitions, development and joint venture partnerships. Our properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under certain ground leases. We are not involved in property management.
Long-Term/Post-Acute Care Facilities Post-acute care is at the leading edge of reducing health care costs while improving quality. These high-impact centers help patients recover from illness or surgery with the goals of getting the patient home and healed faster and reducing hospital readmission rates. Our long-term/post-acute care properties generally offer skilled nursing/post-acute care, inpatient rehabilitation and long-term acute care services. Skilled nursing/post-acute care refers to licensed daily rate or rental properties where most individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement in the U.S. or provincial reimbursement in Canada. All properties offer some level of rehabilitation services. Some properties focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation. Inpatient rehabilitation properties provide intensive inpatient services after illness, injury or surgery to patients able to tolerate and benefit from three hours of rehabilitation per day. Long-term acute care properties provide inpatient services for patients with complex medical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing/post-acute care properties.
Our Triple-net segment accounted for 16%, 19% a nd 17% of total revenues for the years ended December 31, 2022, 2021 and 2020, respectively. For the year ended December 31, 2022, our revenues related to our relationship with ProMedica Health System ("ProMedica") accounted for approximately 26% of our Triple-net segment revenues and 4% of total revenues. In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the 147 skilled nursing properties and amended the lease on the remaining 58 assisted living and memory care properties that
3


continue to be held by the Welltower/ProMedica joint venture. The 58 assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty. Concurrently, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio. Approximately 15 regional operators will enter into subleases with Integra to operate the properties. Also in December 2022 and January 2023, we sold to Integra a 15% ownership interest in 85 of those skilled nursing facilities and Integra is expected to buy into the remaining 62 assets throughout 2023.
For the year ended December 31, 2022, our revenues related to our relationship with Genesis Healthcare ("Genesis") accounted for approximately 2% of our Triple-net segment revenues and less than 1% of our tot al revenues. During 2020, Genesis indicated substantial doubt as to their ability to continue as a going concern. As a result, effective July 1, 2020, we recognized reserves for all existing straight-line rent receivable balances of $91,025,000 as a reduction to rental income and now recognize rental income from Genesis on a cash basis. Additionally, in March 2021, we entered into definitive agreements to substantially exit our operating relationship with Genesis. As of December 31, 2022, our relationship with Genesis was comprised of one property owned 100% by us and leased to Genesis, a loan balance net of allowance for credit losses of $168,949,000, approximately 9.5 million shares of GEN Series A common stock and a 25% ownership stake in an unconsolidated joint venture that includes two master leases for 28 properties operated by Genesis.
Outpatient Medical
Outpatient Medical Buildings Demand for outpatient medical services is growing as more procedures are performed safely and efficiently outside the hospital setting. State-of-the-art outpatient centers are needed in accessible, consumer-friendly locations. Our portfolio of outpatient medical buildings is an integral part of creating health care provider connectivity in local markets and generally include physician offices, ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs. Approximately 87% of our outpatient medical building portfolio is affiliated with health systems (buildings directly on or adjacent to hospital campuses or with tenants that are satellite locations for the health system and its physicians). We typically lease our outpatient medical buildings to multiple tenants and provide varying levels of property management. Our Outpatient Medical segment accounted for 12%, 13% and 16% of total revenues for each of the years ended December 31, 2022, 2021 and 2020, respectively. No single tenant exceeds 20% of segment revenues.
Investments
Providing high-quality and affordable health care to an aging global population requires vast investments and infrastructure development. We invest in seniors housing and health care real estate primarily through acquisitions, developments and joint venture partnerships. For additional information regarding acquisition and development activity, please see Note 3 to our consolidated financial statements. Our portfolio creates opportunities to connect partners across the continuum of care and drive efficiency. We seek to diversify our investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on the following: (1) the experience of the obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry.
We monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs, and market conditions.
Investment Types
Real Property Our properties are primarily comprised of land, buildings, improvements and related rights. Our triple-net properties are generally leased to operators under long-term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and contain one or more five to 15-year renewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for less than full market value if the options were to be exercised. Most of our rents are received under triple-net leases requiring the operator to pay rent and all additional charges incurred in the operation of the leased property. The tenants are required to repair, rebuild and maintain the leased properties. Substantially all these operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period.

4


At December 31, 2022, approximately 96 % of our triple-net properties were subject to master leases. A master lease is a lease of multiple properties to one tenant entity under a single lease agreement. From time to time, we may acquire additional properties that are then leased to the tenant under the master lease. The tenant is required to make one monthly payment that represents rent on all the properties that are subject to the master lease. Typically, the master lease tenant can exercise its right to purchase the properties or to renew the master lease only with respect to all leased properties at the same time. We believe this bundling feature benefits us because the tenant cannot limit the purchase or renewal to better performing properties and terminate the leasing arrangement with respect to poorer performing properties. This spreads our risk among the entire group of properties within the master lease. The bundling feature should provide a similar advantage to us if the master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in bankruptcy has the right to assume or reject its unexpired leases and executory contracts. In the context of integrated master leases such as ours, our tenants in bankruptcy would be required to assume or reject the master lease as a whole, rather than deciding on a property by property basis.
Our Outpatient Medical portfolio is primarily self-managed and consists mainly of multi-tenant properties leased to health care providers. Our leases typically include increasers and some form of operating expense reimbursement by the tenant. As of December 31, 2022, 62% of our portfolio included leases with full pass through, 31 % with a partial expense reimbursement (modified gross) and 7 % with no expense reimbursement (gross). Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of seven years at December 31, 2022 and are often credit enhanced by security deposits, guarantees and/or letters of credit.
Construction We provide funds for the construction of properties for tenants primarily as part of long-term operating leases. We capitalize certain interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the amount advanced during the construction period using the rate of interest that approximates our company-wide cost of financing. Our interest expense is reduced by the amount capitalized. The construction period commences upon initial funding and terminates upon the earlier of the completion of the applicable property or the end of a specified period. During the construction period, we advance funds to the tenants in accordance with agreed upon terms and conditions which require, among other things, periodic site visits by a company representative. During the construction period, we generally require an additional credit enhancement in the form of payment and performance bonds and/or completion guarantees. At December 31, 2022, we had outstanding construction investments of $1,021,080,000 and were committed to provide additional funds of approximately $1,883,449,000 to complete construction for consolidated investment properties. We also provide for construction loans which, depending on the terms and conditions, could be treated as loans or investments in unconsolidated entities.
Loans Our real estate loans are typically structured to provide us with interest income, principal amortization and transaction fees. Real estate loans consist of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. At December 31, 2022, we had outstanding loans, net of allowances, of $1,180,012,000 with an interest yield of approximately 9.9 % per annum. Our yield on loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of the loan and any interest rate adjustments. The loans outstanding at December 31, 2022 are generally subject to one to 15-year terms with principal amortization schedules and/or balloon payments of the outstanding principal balances at the end of the term.
Investments in Unconsolidated Entities Investments in entities that we do not consolidate but for which we can exercise significant influence over operating and financial policies are reported under the equity method of accounting. At December 31, 2022, we had investments in unconsolidated entities of $1,499,790,000. Our investments in unconsolidated entities generally represent interests ranging from 10% to 88% in real estate assets. Under the equity method of accounting, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest inclusive of transaction costs. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
In Substance Real Estate Additionally, we provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments, accounted for using the equity method, and are presented as investments in unconsolidated entities. We have made loans related to 21 properties with a carrying value of $649,267,000 as of December 31, 2022, which are classified as in substance real estate investments.

5


Principles of Consolidation
The consolidated financial statements are in conformity with U.S general accepted accounting principles (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation.
At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, "Consolidations", requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance.
For investments in joint ventures, U.S. GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
Borrowing Policies
We utilize a combination of debt and equity to fund investments. Generally, we intend to issue unsecured, fixed-rate public debt with long-term maturities to approximate the maturities on our triple-net leases and investment strategy. For short-term purposes, we may borrow on our primary unsecured credit facility or issue commercial paper. We typically replace these borrowings with long-term capital such as senior unsecured notes or common stock. When terms are deemed favorable, we may invest in properties subject to existing mortgage indebtedness. In addition, we may obtain secured financing for unleveraged properties in which we have invested or may refinance properties acquired on a leveraged basis. In certain agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness.
Competition
We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies, finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, health care operators, developers and other investors in the acquisition, development, leasing and financing of health care and seniors housing properties. We compete for investments based on a number of factors including relationships, certainty of execution, investment structures and underwriting criteria. Our ability to successfully compete is impacted by economic and demographic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost of capital, construction and renovation costs and applicable laws and regulations.
The operators/tenants of our properties compete with properties that provide comparable services in the local markets. Operators/tenants compete for patients and residents based on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, family preferences (including a preference for home health services instead of residing in one of our communities), physicians, staff and price. We also face competition from other health care facilities for tenants, such as physicians and other health care providers that provide comparable facilities and services.
For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K.
Environmental, Social and Governance
Environmental, Social and Governance ("ESG") Approach We are committed to operating in a responsible, transparent and sustainable manner. Our leadership (through the ESG Steering Committee launched in 2022) and Board of Directors (through the Nominating Corporate/Governance Committee), oversee and advance our ESG initiatives. We recognize that focusing on ESG engagement, integration and impact benefit our stakeholders and are fundamental to our business. Our corporate responsibility and sustainability strategy is focused on adopting leading ESG practices across our business and we were recognized for our leadership in this space over the past year in the following ways:
Recognized at the Management band level with a CDP score of “B” for taking coordinated action on climate issues;
Raised MSCI ESG rating from AA to AAA;
Listed in the FTSE4Good Index since 2012;
6


Recognized by the U.S. Environmental Protection Agency (EPA) and U.S. Department of Energy as an ENERGY STAR Partner of the Year for the fourth consecutive year and maintained the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program;
Maintained top 30% (3rd decile) ISS Quality Score ranking for each Governance, Environment and Social;
Named to the Bloomberg Gender-Equality Index for the fourth consecutive year;
Maintained Prime status under the ISS-ESG Corporate rating for the fourth consecutive year;
Improved GRESB score and maintained GRESB Green Star status;
Named by S&P Global in the 2022 edition of The Sustainability Yearbook;
Recognized by Labrador as a 2022 Transparency Award winner in the real estate industry for our clear and concise disclosure of relevant information to stakeholders in our annual proxy statement, Form 10-K, and investor relations website
Named to the top 30 percent of Newsweek’s America’s Most Responsible Companies list for the fourth consecutive year; and
Named to Sustainalytics 2022 Top-Rated ESG Companies list.
Environmental We strive to reduce our environmental impact by increasing energy and water efficiency, reducing greenhouse gas emissions, and by investing in projects that reduce energy and water consumption that meet our rate of return threshold. After several years of portfolio and program evolution, along with our increased ability to collect data in partnership with our operators and tenants, our property-level sustainability dataset (energy, greenhouse gas ("GHG"), water, and waste) is evolving to become a set of tools for benchmarking. A portion of our self-managed Outpatient Medical portfolio is benchmarked in EPA ENERGY STAR Portfolio Manager ("ESPM") and we regularly engage with our operators and tenants on ENERGY STAR, utility bill aggregators, utility companies, and others to add to our number of ESPM benchmarked properties throughout our portfolio.
We have employee, tenant, operator/manager and vendor engagement programs in place, focused on operational strategies to drive energy and water efficiency. We have issued guidance with accompanying training to assist them to successfully benchmark our buildings and to engage them to improve energy and water efficiency, as well as increase their recycling diversion rates.
In December 2019, we issued our inaugural green bond of $500,000,000 of 2.700% senior unsecured notes due 2027 and in March 2022 we issued an additional green bond of $550,000,000 of 3.85% senior unsecured notes due 2032. The net proceeds from the offerings have been, and continue to be, used to fund energy efficiency, water conservation and green building projects. As of September 30, 2022, we have utilized $572,090,000 of proceeds from these issuances on such projects.
We understand that as we continue to make our operations and buildings more sustainable, we also have a responsibility to effectuate the same in our supply chain and our purchasing decisions. As such, we partner with suppliers that offer take back programs for their products, look for the ENERGY STAR label when purchasing eligible items, seek to purchase office supply products that contain recycled content and purchase paper products that are either Forest Stewardship Council or Sustainable Forestry Initiative certified.
Social We value and are committed to our employees. We believe that a diverse workplace produces a variety of perspectives, motivates employees and helps us understand and better serve our stakeholders, and the communities in which we do business. As of December 31, 2022, our U.S. employees self-identified as follows:
Ethnicity
Male
Female
Asian 7 % 9 %
Black or African American 4 % 8 %
Hispanic or Latino 8 % 7 %
Native Hawaiian or Other Pacific Islander % 1 %
Two or More Races 1 % 2 %
White 80 % 73 %
100 % 100 %
Gender 51 % 49 %
We have reinforced our already strong commitment to diversity and inclusion through our Diversity Council and support of our eight employee network groups ("ENGs"). Our ENGs include women, families, racial and ethnic minorities, military, young professionals, and those who identify as LGBTQI+ and their allies. Our ENGs provide support, education, networking opportunities and community belonging for our employees. Our support of diversity and inclusion through our Diversity
7


Council and ENGs, taken together with other employee initiatives, such as tailored messaging, training and discussions on equality and belonging, support our efforts to compete for and foster talent and inclusiveness in an ever-changing workforce.
In addition, we have several social initiatives in place that are focused on fostering a more diverse workforce, engaging with our communities and promoting the health and well-being of our employees, tenants and residents. The Welltower Charitable Foundation (the "Foundation") financially supports charitable initiatives related to aging, health care, the environment, education and the arts. Since its inception, the Foundation has provided more than $42 million in cash and in-kind support. We encourage our employees to give back to the community by matching their contributions and donating their time to eligible charitable organizations. Funds are also allocated to each of our ENGs to make charitable contributions in support of their programming efforts. Additionally, the Foundation facilitates presentations for charities to compete in the Give-WELL campaign. This campaign enables our employees to present and vote for charities that will receive donations from the Foundation. During 2022, we sponsored our third annual Day of Giving so our employees could collaborate to make an impact with local charitable organizations through volunteer opportunities. See Human Capital section below for additional information regarding employee initiatives and programs.
Governance Our commitment to diversity starts at the top with a highly knowledgeable, skilled and diverse Board of Directors. As of December 31, 2022, our ten Directors self-identified as follows:
Board Composition
Ethnicity Gender
Asian 10 % Male 60 %
Black or African American 20 % Female 40 %
Hispanic or Latino 20 % 100 %
White 50 %
100 %
Nine of our ten Directors are independent and the independent Chair of our Board is held by a Black/African American male. Four of five, or 80%, of our Board committees are chaired by either a Female (2), Hispanic/Latino (1) or Black/African American (1) Director.
Additional information regarding our ESG programs and initiatives is available in our 2021 Environmental, Social and Governance Report (located on our website at www.welltower.com). Information on our website, including our Environmental, Social and Governance Report or sections thereof, is not incorporated by reference into this Annual Report.
Human Capital
Our employees are our greatest as set. As of December 31, 2022, we had 514 employees (491 located in United States, 14 in the United Kingdom, eight in Canada and one in Luxembourg). We are committed to the success of our people and the unique combination of skills and experiences they bring to achieving our mission.
Employee Engagement High employee engagement and satisfaction are critical to attracting and retaining top talent. During 2022, we conducted an employee engagement survey through an independent third party, measuring our progress on important employee issues such as manager relationships, employee empowerment, performance management and resources and support, and identifying opportunities for growth and improvement. The 2022 overall engagement score improved over the 2021 engagement score as a result of managers taking action on the 2021 results.
Employee Development Programs and Performance Management Development through the talent pipeline, recognizing and rewarding performance and providing opportunities for continued growth are the cornerstones of our Human Capital strategy. We offer employees resources, trainings and tools designed to develop future leaders, advance careers and attract and retain talent including but not limited to our robust early career programs, formal mentorship and coaching programs, manager development training, skill development courses and education assistance. During 2022, we continued executive management coaching programs to equip leaders with structured 360 feedback, customized development plans and guidance on company-wide succession planning. For some leaders, we partnered with a virtual coaching platform that scales individual access to expert coaches, training opportunities and enables behavioral change through award-winning artificial intelligence. For our senior vice presidents, we partnered with an independent advisory firm to provide one-on-one coaching, including an extensive 360 feedback process to focus on maximizing their executive leadership potential.
Compensation and Benefits In addition to salary, our compensation and benefits programs include annual short term incentive bonuses, long-term incentive stock awards, retirement plans, an employee stock purchase plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental and caregiver leave, senior wellness leave, employee assistance programs, tuition assistance and health and wellness reimbursement programs, among many others. With the assistance of independent third parties, we annually evaluate and benchmark the competitiveness of our compensation and benefits programs focusing on fair pay practices that reward performance and support the needs of our employees.
8


Health, Safety and Wellness The success of our business is fundamentally connected to the safety and well-being of our employees, tenants, operators and managers, and their residents and visitors, as the case may be. We provide our employees and their families with access to numerous innovative, flexible and convenient health and wellness programs that support physical, mental and financial well-being. While COVID-19 continued in 2022, our focus remained on providing a safe office environment for our employees while continuing to allow for remote work, hybrid work and flexible work schedules where feasible. With the support of the varying work arrangements and a geographically dispersed workforce, we continued to develop ways to best support our people. We improved our employee experience by growing our internal communication platform (intranet), enhancing connectivity and collaboration. The mobile application created an easily accessible digital home-base where all company communications, including important office announcements, must-read company articles and external media engagements are located. Additional communication tools, including podcasts, town hall meetings, team events (virtually and in person) and dedicated communication channels for ENGs, demonstrate our commitment to ensuring employee alignment and engagement. Although workplace injuries are minimal, our safety committee implemented a workforce injury root cause analysis program to ensure we focus on future incident prevention and improvement.
Credit Concentrations Please see Note 9 to our consolidated financial statements.
Geographic Concentrations Please see “Item 2 – Properties” below and Note 18 to our consolidated financial statements.
Certain Government Regulations
United States
Health Law Matters — Generally
Typically, operators of seniors housing facilities do not receive significant funding from government programs and are largely subject to state laws, as opposed to federal laws. Operators of long-term/post-acute care facilities and hospitals do receive significant funding from government programs, and these facilities are subject to extensive regulation, including federal and state laws covering the type and quality of medical and/or nursing care provided, ancillary services ( e.g ., respiratory, occupational, physical and infusion therapies), qualifications of the administrative personnel and nursing staff, the adequacy of the physical plant and equipment, reimbursement and rate setting and operating policies. In addition, as described below, operators of these facilities are subject to extensive laws and regulations pertaining to health care fraud and abuse, including, but not limited to, the federal Anti-Kickback Statute (“AKS”), the federal Stark Law (“Stark Law”), and the federal False Claims Act (“FCA”), as well as comparable state laws. Hospitals, physician group practice clinics, and other health care providers that operate in our portfolio are subject to extensive federal, state, and local licensure, registration, certification, and inspection laws, regulations, and industry standards, as well as other conditions of participation in federal and state government programs such as Medicare and Medicaid. Further, operators of long-term care facilities are required to have in place compliance and ethics programs that meet the requirements of federal laws and regulations. Our tenants’ failure to comply with applicable laws and regulations could result in, among other things: loss of accreditation; denial of reimbursement; imposition of fines; suspension, decertification, or exclusion from federal and state health care programs; loss of license; or closure of the facility. See risk factors “The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us” and “Our operators’ or tenants’ failure to comply with federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us” in “Item 1A – Risk Factors” below. Moreover, in light of certain arrangements that Welltower may pursue with healthcare entities who are directly subject to laws and regulations pertaining to health care fraud and abuse, and, given that certain of our arrangements are structured under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA"), certain health care fraud and abuse laws and data privacy laws could apply directly to Welltower. See risk factor "We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business results of operations, and financial condition" in "Item 1A - Risk Factors" below.
Licensing and Certification
The primary regulations that affect seniors housing facilities are state licensing and certification laws. For example, certain health care facilities are subject to a variety of licensure and certificate of need (“CON”) laws and regulations. Where applicable, CON laws generally require, among other requirements, that a facility demonstrate the need for (1) constructing a new facility, (2) adding beds or expanding an existing facility, (3) investing in major capital equipment or adding new services, (4) changing the ownership or control of an existing licensed facility or (5) terminating services that have been previously approved through the CON process. Certain state CON laws and regulations may restrict the ability of operators to add new properties or expand an existing facility’s size or services. In addition, CON laws may constrain the ability of an operator to transfer responsibility for operating a particular facility to a new operator.

9


With respect to licensure, generally our long-term/post-acute care facilities are required to be licensed by the applicable state regulatory authority and certified for participation in Medicare, Medicaid and other federal and state health care programs. The failure of our operators to maintain or renew any required license or regulatory approval as well as the failure of our operators to correct serious deficiencies identified in a compliance survey could require those operators to discontinue operations at a property. In addition, if a property is found to be out of compliance with Medicare, Medicaid or other federal or state health care program conditions of participation, the property operator may be excluded from participating in those government health care programs.
Reimbursement
The reimbursement methodologies applied to health care facilities continue to evolve. Federal and state authorities have considered and implemented and may continue seeking to implement new or modified reimbursement methodologies, including value-based reimbursement methodologies that may negatively impact health care property operations. Likewise, third-party payors may continue imposing greater controls on operators, including through changes in reimbursement rates and fee structures. The impact of any such changes, if implemented, may result in a material adverse effect on our portfolio. No assurance can be given that current revenue sources or levels will be maintained. Accordingly, there can be no assurance that payments under a government health care program are currently, or will be in the future, sufficient to fully reimburse the property operators for their operating and capital expenses.
Seniors Housing Facilities The majority of the revenues received by the operators of U.S. seniors housing facilities are from private pay sources. The remaining revenue source is primarily Medicaid provided under state waiver programs for home and community-based care. There can be no guarantee that a state Medicaid program operating pursuant to a waiver will be able to maintain its waiver status. Rates paid by self-pay residents are set by the facilities and are determined by local market conditions and operating costs. Generally, facilities receive a higher payment per day for a private pay resident than for a Medicaid beneficiary who requires a comparable level of care. The level of Medicaid reimbursement varies from state to state. Thus, the revenues generated by operators of our assisted living facilities may be adversely affected by payor mix, acuity level, or changes in Medicaid eligibility and reimbursement levels.
Long-Term/Post-Acute Care Facilities The majority of the revenues received by the operators of these facilities are from the Medicare and Medicaid programs, with the balance representing reimbursement payments from private payors and patients. Consequently, changes in federal or state reimbursement policies may adversely affect an operator’s ability to cover its expenses, including our rent or debt service. Long-term/post-acute care facilities are subject to periodic pre- and post-payment reviews and other audits by federal and state authorities. A review or audit of a property operator’s claims could result in recoupments, denials or delay of payments in the future. Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given as to the adequacy of any reserves maintained by our property operators to cover potential adjustments to reimbursements or to cover settlements made to payors.
Medicare Reimbursement Generally, long-term/post-acute care facilities are reimbursed by Medicare under prospective payment systems, which generally provide reimbursement based upon a predetermined fixed amount per episode of care and are updated by CMS, an agency of the Department of Health and Human Services (“HHS”) annually. There is a risk under these payment systems that costs will exceed the fixed payments, or that payments may be set below the costs to provide certain items and services. Further, there is risk that Medicare Skilled Nursing Facility ("SNF") payment reforms may impact our tenants and operators. In addition, the HHS Office of Inspector General has released recommendations to address SNF billing practices and Medicare payment rates, which may impact our tenants and operators. In September 2022, HHS announced that additional data about the ownership of all Medicare-certified nursing homes will be released to the public. This information will make it easier for stakeholders (such as state licensing officials, state and federal law enforcement and researchers) and the public to identify common owners of nursing homes across different nursing home locations. The information will also allow for greater accessibility to information regarding facilities' performance and any common ownership links among facilities with poor performance. CMS announced it is increasing scrutiny and oversight over the country's poorest performing nursing facilities by strengthening requirements for completion of the Special Focus Facility Program and increasing enforcement actions against facilities that fail to demonstrate improvement, including denial of payment and potential loss of Medicare certification.
Medicaid Reimbursement Many states reimburse SNFs using fixed daily rates, which are applied prospectively based on patient acuity and the historical costs incurred in providing patient care. In most states, Medicaid does not fully reimburse the cost of providing services. Certain states are attempting to slow the rate of Medicaid growth by freezing rates or restricting eligibility and benefits. In addition, Medicaid reimbursement rates may decline if state revenues in a particular state are not sufficient to fund budgeted expenditures.
Medicare Reimbursement for Physicians, Hospital Outpatient Departments (“HOPDs”), and Ambulatory Surgical Centers (“ASCs”) Changes in reimbursement to physicians, HOPDs and ASCs may further affect our tenants and operators. Generally, Medicare reimburses physicians under the Physician Fee Schedule, while HOPDs and ASCs are reimbursed under prospective payment systems. The Physician Fee Schedule and the HOPD and ASC prospective payment
10


systems are updated annually by CMS. These annual Medicare payment regulations have resulted in lower net pay increases than providers of those services have often expected. In addition, the Medicare and Children’s Health Insurance Program Reauthorization Act of 2015 (“MACRA”) includes payment reductions for providers who do not meet government quality standards. The implementation of pay-for-quality models like those required under MACRA has the potential to produce funding disparities that could adversely impact some provider tenants in outpatient medical buildings and other health care properties. Changes in Medicare Advantage plan payments may also indirectly affect our operators and tenants that contract with Medicare Advantage plans.
Health Reform Laws The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Laws”) dramatically altered how health care is delivered and reimbursed in the U.S. and any substantial changes may directly impact us or the operators and tenants of our properties. Other health reform measures could be implemented as a result of political, legislative, regulatory and administrative developments and judicial proceedings. On February 28, 2022, President Biden announced reforms to be implemented by CMS to ensure that: (a) every nursing home provides a sufficient number of staff who are adequately trained to provide high-quality care; (b) poorly performing nursing homes are held accountable for improper and unsafe care and immediately improve their services or are cut off from taxpayer dollars; and (c) the public has better information about nursing home conditions so that they can find the best available options. These reforms include minimum staffing requirements, reinforced safeguards against unnecessary medications, more funding for inspection activities, increased scrutiny on poor performers and expanded financial penalties and other sanctions. We cannot predict whether the existing Health Reform Laws, or future health care reform legislation, executive order, or regulatory changes, will have a material impact on our operators’ or tenants’ property or business.
Fraud & Abuse Enforcement
Long-term/post-acute care facilities (and seniors housing facilities that receive Medicaid payments) are subject to federal, state, and local laws, regulations, and applicable guidance that govern the operations and financial and other arrangements that may be entered into by health care providers. Certain of these laws, such as the AKS and Stark Law, prohibit direct or indirect payments of any kind for the purpose of inducing or encouraging the referral of patients for medical products or services reimbursable by government health care programs. Other government health program laws require providers to furnish only medically necessary services and submit to the government valid and accurate statements for each service. Our operators and tenants that receive payments from federal health care programs, such as Medicare and Medicaid, are subject to substantial financial penalties under the Civil Monetary Penalties Act and the FCA upon a finding of noncompliance with such laws. In addition, states may also have separate false claims acts, which, among other things, generally prohibit health care providers from filing false claims or making false statements to receive payments. Federal and state FCAs contain "whistleblower" provisions that permit private individuals to bring health care fraud enforcement claims on behalf of the government. Still other laws require providers to comply with a variety of safety, health and other requirements relating to the condition of the licensed property and the quality of care provided. Sanctions for violations of these laws, regulations and other applicable guidance may include, but are not limited to, criminal and/or civil penalties and fines, loss of licensure, immediate termination of government payments, exclusion from any government health care program, damage assessments and imprisonment. In certain circumstances, violation of these rules (such as those prohibiting abusive and fraudulent behavior) with respect to one property may subject other facilities under common control or ownership to sanctions, including exclusion from participation in the Medicare and Medicaid programs, as well as other government health care programs, and revocation of healthcare licenses. In the ordinary course of its business, a property operator is regularly subjected to inquiries, investigations and audits by the federal and state agencies that oversee these laws and regulations.
Prosecutions, investigations or whistleblower actions could have a material adverse effect on a property operator’s liquidity, financial condition, and operations, which could adversely affect the ability of the operator to meet its financial obligations to us. In addition, government investigations and enforcement actions brought against the health care industry have increased dramatically over the past several years and are expected to continue. The costs for an operator of a health care property associated with both defending such enforcement actions and the undertakings in settling these actions can be substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us. In addition, Welltower could potentially be directly subject to these health care fraud and abuse laws, as well as potential investigation or enforcement, as a result of our RIDEA-structured arrangements, and certain collaboration or other arrangements we may pursue with stakeholders who are directly subject to these laws.
Federal and State Data Privacy and Security Laws
The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act, and numerous other state and federal laws govern the collection, security, dissemination, use, access to and confidentiality of personal information, including individually identifiable health information. Violations of these laws may result in substantial civil and/or criminal fines and penalties. The costs to a business such as ours or to an operator of a health care property associated with developing and maintaining programs and systems to comply with data privacy and security laws, defending against privacy and security related claims or enforcement actions and
11


paying any assessed fines, can be substantial. Moreover, such costs could have a material adverse effect on the ability of an operator to meet its obligations to us. Finally, data privacy and security laws and regulations continue to develop, including with regard to HIPAA and U.S. state privacy laws. The California Consumer Privacy Act has been amended by the California Privacy Rights Act. These updates and the Virginia Consumer Data Protection Act went into effect January 1, 2023. Similar comprehensive privacy laws from Colorado, Connecticut and Utah will go into effect in 2023. As we use data to better inform our investments and the efficacy of care in our communities, these developments may add potential uncertainty and costs towards compliance obligations, business operations or transactions that depend on data. These new privacy laws may create restrictions or requirements in our, our operators' and other business partners' use, sharing and securing of data. New privacy and security laws could require substantial investment in resources to comply with regulatory changes as privacy and security laws proliferate in divergent ways or impose additional obligations, and potentially create new privacy related legal risks.
United Kingdom
In the U.K., care home services are principally regulated by the Health and Social Care Act 2008 (as amended) and other regulations. This legislation subjects service providers to a number of legally binding “Fundamental Standards” and requires, amongst other things, that all persons carrying out “Regulated Activities” in the U.K., and the managers of such persons, be registered. Providers of care home services are also subject (as data controllers) to laws governing their use of personal data (including in relation to their employees, clients and recipients of their services). These laws currently take the form of the U.K.’s Data Protection Act 2018 and the U.K. General Data Protection Regulation (collectively “U.K. DP Laws”). U.K. DP Laws impose a significant number of obligations on controllers with the potential for fines of up to 4% of annual worldwide turnover or £17.5 million, whichever is greater. Further, to the extent that an entity established in the U.K. or any other jurisdiction offers goods or services to individuals in the European Economic Area, that entity may also be subject to the E.U. General Data Protection Regulation ("E.U. GDPR"). Similarly, the E.U. GDPR imposes obligations on controllers with the potential for fines of up to 4% of annual worldwide turnover or €20 million, whichever is greater. Entities incorporated in or carrying on a business in the U.K., as well as individuals residing in the U.K., are also subject to the U.K. Bribery Act 2010. The U.K. has national minimum wage legislation with a maximum fine for non-payment of £20,000 per worker and employers who fail to pay will be banned from being a company director for up to 15 years. In addition, the Working Time and Holiday Pay Bill 2019-2021 is currently going through the U.K. Parliament, which makes provision for the expiration of the Working Time Regulations 1998, provides for additional regulations governing working time and makes provisions for holiday pay for employees.
Canada
Senior living residences in Canada are provincially regulated. Within each province, there are different categories for senior living residences that are generally based on the level of care sought and/or required by a resident (e.g. assisted or retirement living, senior living residences, residential care, long-term care). In some of these categories and depending on the province, residences may be government funded, or the individual residents may be eligible for a government subsidy, while other residences are exclusively private-pay. The governing legislation and regulations vary by province, but generally the object of the laws is to set licensing requirements and minimum standards for senior living residences, and regulate operations. These laws empower regulators in each province to take a variety of steps to ensure compliance, conduct inspections, issue reports and generally regulate the industry.
Our operations in Canada are subject to privacy legislation, including, in certain provinces, privacy laws specifically related to personal health information. Although the obligations of senior living residences in the various provinces differ, they all include the obligation to protect personal information. Under some of these laws, notification to the regulator in the event of an actual or suspected privacy breach is mandatory. The powers of privacy regulators and penalties for violations of privacy law vary according to the applicable law or are left to the courts. In September 2021, the province of Quebec adopted significant amendments to its privacy legislation, including a new enforcement scheme with significant penalties and fines: up to CAD $10 million or 2% of global turnover (whichever is greater) for administrative monetary penalties and up to CAD $25 million or 4% of global turnover for penal fines. The amendments will go into effect in three stages: (i) a few provisions on September 22, 2022, (ii) most provisions on September 22, 2023 (including the new enforcement scheme), and (iii) one provision on September 23, 2024. Senior living residences may also be subject to laws pertaining to residential tenancy, provincial and/or municipal laws applicable to fire safety, food services, zoning, occupational health and safety, public health and the provision of community health care and funded long-term/post-acute care.
Taxation
The following summary of the taxation of the Company and the material U.S. federal income tax consequences to the holders of the equity of the Company and the debt securities of the Company and Welltower OP (defined below) is for general information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities and non-U.S. corporations and persons who are not citizens or residents of the United States).
12


This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular investment or other circumstances. In addition, this summary does not discuss any state or local income taxation or non-U.S. income taxation or other non-U.S. tax consequences. This summary is based on current U.S. federal income tax laws. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning and disposing of our securities as set forth in this summary. Before you purchase our securities, you should consult your own tax advisor regarding the particular U.S. federal, state, local, non-U.S. and other tax consequences of acquiring, owning and selling our securities.
General
Prior to the Reorganization on April 1, 2022, whereby the Company’s predecessor, which had been known as Welltower Inc. until that date (“Old Welltower”), became a wholly owned subsidiary of WELL Merger Holdco Sub Inc. in a transaction intending to qualify as a reorganization under section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the Reorganization, Old Welltower changed its name to Welltower OP Inc., WELL Merger Holdco Sub Inc. changed its name to Welltower Inc. and Old Welltower became a “qualified REIT subsidiary” of the Company. Effective on May 24, 2022, Welltower OP Inc. converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC (under both names, “Welltower OP”). Prior to the Reorganization, Old Welltower elected to be taxed as a REIT and was organized and operated in a manner intended to qualify as a REIT. As a result of the Reorganization, the Company is treated as a continuation of Old Welltower for U.S. federal income tax purposes and references in this summary to “the Company,” “us,” or “we” include references to Old Welltower unless otherwise specified or clearly required by the context.
We have been organized and operated in a manner intended to qualify as a REIT and we intend to continue to operate in such a manner as to qualify as a REIT, but there can be no assurance that we will qualify or remain qualified as a REIT. Qualification and taxation as a REIT depend upon our ability to meet a variety of qualification tests imposed under U.S. federal income tax law with respect to our income, assets, distributions and share ownership, as discussed below under “Qualification as a REIT.”
In any year in which we qualify as a REIT, in general, we will not be subject to U.S. federal income tax on that portion of our REIT taxable income or capital gain that is distributed to stockholders. We may, however, be subject to tax at normal corporate rates on any taxable income or capital gain not distributed. If we elect to retain and pay income tax on our net capital gain, stockholders would be taxed on their proportionate shares of our undistributed net capital gain and would receive a refundable credit for their shares of any taxes paid by us on such gain.
Despite qualifying as a REIT, we may be subject to U.S. federal income and excise tax as follows:
To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates;
If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, such income will be taxed at the highest corporate rate;
Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) will be subject to a 100% tax;
If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT because certain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intended to reflect our profitability;
If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for such year (other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding periods, we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed; and
We will be subject to a 100% tax on certain amounts from certain transactions involving our “taxable REIT subsidiaries” that are not conducted on an arm’s length basis. See “Investments in Taxable REIT Subsidiaries.”

13


We have acquired assets from “C” corporations in carryover basis transactions and may do so again in the future. A “C” corporation is generally defined as a corporation that is required to pay full corporate level U.S. federal income tax. If we recognize gain on the disposition of such assets during the five-year period beginning on the date on which the assets were acquired by us, then, to the extent of the assets’ “built-in gain” (e.g., the excess of the fair market value of the asset over the adjusted tax basis of the asset, in each case determined as of the beginning of the five-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The results described in this paragraph with respect to the recognition of built-in gain assume that the “C” corporation did not make and was not treated as making an election to treat the built-in gain assets as sold to an unrelated party. For our assets that are subject to the built-in gains tax, the potential amount of built-in gains tax will be an additional factor when considering a possible sale of such assets within the five-year period beginning on the date on which the assets were acquired by us. See Note 19 to our consolidated financial statements for additional information regarding the built-in gains tax.
Qualification as a REIT
A REIT is defined as a corporation, trust or association:
(1) which is managed by one or more trustees or directors;
(2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;
(3) which would be taxable as a domestic corporation but for the U.S. federal income tax law relating to REITs;
(4) which is neither a financial institution nor an insurance company;
(5) the beneficial ownership of which is held by 100 or more persons in each taxable year of the REIT except for its first
taxable year;
(6) not more than 50% in value of the outstanding stock of which is owned during the last half of each taxable year, excluding its first taxable year, directly, indirectly or constructively, by or for five or fewer individuals (which includes certain entities) (the “Five or Fewer Requirement”); and
(7) which meets certain income and asset tests described below.
Conditions (1) to (4), inclusive, must be met during the entire taxable year and condition (5) must be met during at least 335 days of a taxable year of 12 months or during a proportionate part of a taxable year of less than 12 months. For purposes of condition (6), pension funds and certain other tax-exempt entities are treated as individuals, subject to a “look-through” exception in the case of certain pension funds.
Based on publicly available information, we believe we have satisfied the share ownership requirements set forth in (5) and (6) above. In addition, Article VI of our by-laws provides for restrictions regarding ownership and transfer of shares. These restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above but may not ensure that we will, in all cases, be able to satisfy such requirements.
We have complied with, and will continue to comply with, tax regulatory rules to send annual letters to certain of our stockholders requesting information regarding the actual ownership of our stock. If, despite sending the annual letters, we do not know, or after exercising reasonable diligence would not have known, whether we failed to meet the Five or Fewer Requirement, we will be treated as having met the Five or Fewer Requirement. If we fail to comply with these tax regulatory rules, we will be subject to a monetary penalty. If our failure to comply were due to intentional disregard of the requirement, the penalty would be increased. However, if our failure to comply were due to reasonable cause and not willful neglect, no penalty would be imposed.
For purposes of the REIT income and asset tests our assets and income will include any asset owned and any income earned directly or indirectly through a disregarded entity, including a “qualified REIT subsidiary,” and a proportionate share of the assets of, and any income earned through, any entity we own that is treated as a partnership for U.S. federal income tax purposes, including Welltower OP. A corporation will qualify as a “qualified REIT subsidiary” if 100% of its stock is owned by a REIT, and the REIT does not elect to treat the subsidiary as a taxable REIT subsidiary.
We will own substantially all of our assets and earn substantially all of our income through Welltower OP and its direct or indirect subsidiaries. Prior to the LLC Conversion, Welltower OP was treated as a “qualified REIT subsidiary,” provided that we continue to qualify as a REIT. After the LLC Conversion, Welltower OP became a disregarded entity for U.S. federal income tax purposes until the admission of additional regarded members, at which time Welltower OP became a regarded entity treated as a partnership for U.S. federal income tax purposes.
Although we intend for any partnership in which we have acquired or will acquire an interest, directly or indirectly (a “Subsidiary Partnership”), to operate in a manner consistent with the requirements for our qualification as a REIT, we will be an indirect limited partner or non-managing member in some of the Subsidiary Partnerships. Though we nonetheless expect that
14


all such Subsidiary Partnerships will be required to operate in a manner consistent with the requirements for our qualification as a REIT, if a Subsidiary Partnership in which we own an interest but do not have control takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a Subsidiary Partnership could take an action which could cause us to fail a gross income or asset test and that we would not become aware of such action in time for us to dispose of our interest in the Subsidiary Partnership or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were able to qualify for a statutory REIT “savings” provision, which could require us to pay a significant penalty tax to maintain our REIT qualification.
Income Tests There are two separate percentage tests relating to our sources of gross income that we must satisfy each taxable year:
At least 75% of our gross income (excluding gross income from certain sales of property held primarily for sale) generally must be directly or indirectly derived each taxable year from “rents from real property,” dividends or other distributions on, and gain (other than gain from prohibited transactions) from the sale or other disposition of, REIT shares, mortgages on real property, other income from investments relating to real property or certain income from qualified temporary investments (the “75% gross income test”).
At least 95% of our gross income (excluding gross income from certain sales of property held primarily for sale) generally must be directly or indirectly derived each taxable year from any of the sources qualifying for the 75% gross income test and from dividends (including dividends from taxable REIT subsidiaries) and interest (the “95% gross income test”).
Income from hedging and non-U.S. currency transactions is excluded from the 95% and 75% gross income tests if certain requirements are met but otherwise will constitute gross income which does not qualify under the 95% or 75% gross income tests.
Rents received by us will qualify as “rents from real property” for purposes of satisfying the gross income tests for a REIT only if several conditions are met:
The amount of rent must not be based in whole or in part on the income or profits of any person, although rents generally will not be excluded merely because they are based on a fixed percentage or percentages of receipts or sales.
Rents received from a tenant will not qualify as rents from real property if the REIT, or an owner of 10% or more of the REIT, directly or constructively owns 10% or more of the tenant, unless the tenant is our taxable REIT subsidiary and certain other requirements are met with respect to the real property being rented.
If rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to such personal property will not qualify as “rents from real property.”
For rents to qualify as rents from real property, we generally must not furnish or render services to tenants, other than through a taxable REIT subsidiary or an “independent contractor” from whom we derive no income, except that we may directly provide services that are usually or customarily rendered in the geographic area in which the property is located in connection with the rental of real property for occupancy only or are not otherwise considered rendered to the occupant for the occupant’s convenience.
We may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary if the property is operated on behalf of such subsidiary by a person that qualifies as an “independent contractor” and that is, or is related to a person that is, actively engaged in the trade or business of operating health care facilities for any person unrelated to us or our taxable REIT subsidiary (such person, an “eligible independent contractor”). If this is the case, the rent that the REIT receives from the taxable REIT subsidiary generally will be treated as “rents from real property.” A “qualified health care property” includes any real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility that extends medical or nursing or ancillary services to patients and is operated by a provider of such services that is eligible for participation in the Medicare program with respect to such facility.
A REIT is permitted to render a de minimis amount of impermissible services to tenants of a property and still treat amounts received with respect to that property as rent from real property. The amount received or accrued by the REIT during the taxable year for the impermissible services with respect to a property may not exceed 1% of all amounts received or accrued by the REIT directly or indirectly from the property. The amount received for any service or management operation for this purpose shall be deemed to be not less than 150% of the direct cost of the REIT in furnishing or rendering the service or providing the management or operation. Furthermore, impermissible services may be furnished to tenants by a taxable REIT subsidiary subject to certain conditions, which would permit us to still treat rents received with respect to the property as rent from real property.
15


The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of any person, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales or by reason of being based on the income or profits of a debtor which derives substantially all of its income with respect to the property securing such debt from the leasing of substantially all of such property to tenants, to the extent that the rents paid by the tenants would qualify as rents from real property if the Company earned such amounts directly.
If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we are eligible for certain relief provisions provided by the Internal Revenue Code. These relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable year describing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. If these relief provisions apply, a 100% tax is imposed on an amount equal to (1) the gross income attributable to (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test and (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability. The Secretary of the Treasury is given broad authority to determine whether particular items of income or gain qualify under the 75% and 95% gross income tests and to exclude items from the measure of gross income for such purposes.
Asset Tests Within 30 days after the close of each quarter of our taxable year, we must also satisfy several tests relating to the nature and diversification of our assets determined in accordance with generally accepted accounting principles. At least 75% of the value of our total assets must be represented by real estate assets (including interests in real property, interests in mortgages on real property or on interests in real property, shares in other REITs and debt instruments issued by publicly offered REITs), cash, cash items (including receivables arising in the ordinary course of our operation), government securities and qualified temporary investments (the “75% asset test”). Although the remaining 25% of our assets generally may be invested without restriction, we are prohibited from owning securities representing more than 10% of either the vote (the “10% vote test”) or value (the “10% value test”) of the outstanding securities of any issuer other than another REIT or a taxable REIT subsidiary. Further, no more than 20% of our total assets may be represented by securities of one or more taxable REIT subsidiaries (the “20% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuer other than a qualified REIT subsidiary (the “5% asset test”), another REIT or a taxable REIT subsidiary. Each of the 10% vote test, the 10% value test and the 20% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value-related tests are not satisfied due to changes in the value of the assets of a REIT.
Certain items are excluded from the 10% value test, including: (1) straight debt securities meeting certain requirements; (2) any loan to an individual or an estate; (3) any rental agreement described in Section 467 of the Internal Revenue Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued by a state or any subdivision thereof, the District of Columbia, a non-U.S. government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of security (“10% Value Excluded Securities”). If a REIT, or its taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuer that are not 10% Value Excluded Securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included in the 10% value test.
A REIT’s interest as a partner in a partnership is not treated as a security for purposes of applying the 10% value test to securities issued by the partnership. Further, any debt instrument issued by a partnership that is not a 10% Value Excluded Security will not be a security for purposes of applying the 10% value test (1) to the extent of the REIT’s interest as a partner in the partnership or (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualify for the 75% gross income test. For purposes of the 10% value test, a REIT’s interest in a partnership’s assets is determined by the REIT’s proportionate interest in any securities issued by the partnership (other than the excluded securities described in the preceding paragraph).
If a REIT or its “qualified business unit” uses a non-U.S. currency as its functional currency, the term “cash” includes such non-U.S. currency, but only to the extent such non-U.S. currency is (i) held for use in the normal course of the activities of the REIT or “qualified business unit” which give rise to items of income or gain that are included in the 95% and 75% gross income tests or are directly related to acquiring or holding assets qualifying under the 75% asset test, and (ii) not held in connection with dealing or engaging in substantial and regular trading in securities.
With respect to corrections of failures as to violations of the 10% vote test, the 10% value test or the 5% asset test, a REIT may avoid disqualification as a REIT by disposing of sufficient assets to cure a violation due to the ownership of assets that do not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or $10,000,000, provided that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the violation. For violations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding
16


sentence, a REIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including disposition of sufficient assets within the six month period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule with the Internal Revenue Service that describes the non-qualifying assets.
Investments in Taxable REIT Subsidiaries REITs may own more than 10% of the voting power and value of securities in taxable REIT subsidiaries. Unlike a qualified REIT subsidiary, other disregarded entity or partnership, the income and assets of a taxable REIT subsidiary are not attributable to the REIT for purposes of satisfying the income and asset ownership requirements applicable to REIT qualification. We and any taxable corporate entity in which we own an interest, directly or indirectly, are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.”
Certain of our subsidiaries have elected or will elect taxable REIT subsidiary status. Taxable REIT subsidiaries are subject to full corporate level U.S. federal taxation on their earnings but are permitted to engage in certain types of activities that cannot be performed directly by REITs without jeopardizing the REIT status of their parent REIT. The taxes to which our taxable REIT subsidiaries are subject will reduce the cash available for such taxable REIT subsidiaries to distribute as dividends to us.
The Internal Revenue Service may redetermine amounts from transactions between a REIT and its taxable REIT subsidiary where there is a lack of arm’s-length dealing between the parties. Any taxable income allocated to, or deductible expenses allocated away, from a taxable REIT subsidiary would increase its tax liability. Further, certain amounts from certain transactions involving a REIT and its taxable REIT subsidiaries could be subject to a 100% tax if not conducted on an arm’s length basis.
A taxable REIT subsidiary does not include any corporation that directly or indirectly operates or manages a lodging facility or a health care facility unless such facility is operated on behalf of such subsidiary by a person that is an independent contractor and certain other requirements are met. The failure of a subsidiary of ours to qualify as a taxable REIT subsidiary as a result of operating a lodging facility or a health care facility could have an adverse effect on the Company’s ability to comply with the REIT income and asset tests, and thus could impair the Company’s ability to qualify as a REIT unless the Company could avail itself of certain relief provisions under the Code.
For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 (“IRA”) imposes among other things, a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) on certain U.S. corporations with average adjusted financial statement income in excess of $1 billion. Although, by its terms, the Corporate AMT is not applicable to REITs, it is not certain whether or how the Corporate AMT would apply to our TRSs.
In December 2022, Treasury issued Notice 2023-7, indicating its intention to propose regulations and provide other guidance regarding the Corporate AMT and issuing certain interim rules on which taxpayers may rely. Until further regulations and guidance from the IRS and Treasury are released, the impact of the Corporate AMT on our TRSs is uncertain and it is possible that our taxable REIT subsidiaries will be subject to material U.S. federal income taxes under the Corporate AMT.
Investments in REIT Subsidiaries The Company, through Welltower OP, owns and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to the Company. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax and (ii) the Subsidiary REIT’s failure to qualify could have an adverse effect on the Company’s ability to comply with the REIT income and asset tests, and thus could impair the Company’s ability to qualify as a REIT unless the Company could avail itself of certain relief provisions under the Code.
Annual Distribution Requirements In order to avoid being taxed as a regular corporation, we are required to make distributions (other than capital gain distributions) to our stockholders which qualify for the dividends paid deduction in an amount at least equal to (1) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the after-tax net income, if any, from foreclosure property, minus (2) a portion of certain items of non-cash income. These distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for that year and if paid on or before the first regular distribution payment after such declaration. Prior to 2014, with respect to all REITs the amount distributed could not be preferential. This means that every stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and no class of stock may be treated otherwise than in accordance with its dividend rights as a class (the “preferential dividend rule”). The preferential dividend rule no longer applies to publicly offered REITs, however, the rule is still applicable to REITs which are not publicly offered, which would include several of our Subsidiary REITs. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates. As discussed above, we may be subject to an excise tax if we fail to meet certain other distribution requirements. Although we intend to make timely distributions sufficient to satisfy these annual distribution requirements for subsequent years, economic, market, legal, tax or other factors could limit our ability to meet those requirements.
17


It is also possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or to distribute such greater amount as may be necessary to avoid income and excise taxation, due to, among other things, (1) timing differences between (i) cash receipts and cash expenditures and (ii) the inclusion of income and deduction of expenses in arriving at our taxable income, or (2) the payment of expenditures that may not be deductible to us. In the event that timing differences occur, we may find it necessary to arrange for borrowings or, if possible, pay dividends in the form of taxable stock dividends in order to meet the distribution requirement.
Under certain circumstances, including in the event of a deficiency determined by the Internal Revenue Service, we may be able to rectify a resulting failure to meet the distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for distributions paid for the earlier year. Thus, we may be able to avoid being disqualified as a REIT and/or taxed on amounts distributed as deficiency dividends; however, we will be required to pay applicable penalties and interest based upon the amount of any deduction taken for deficiency dividend distributions.
Failure to Qualify as a REIT If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible by us. As a result, we anticipate that our failure to qualify as a REIT would reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, we will not be required to distribute any amounts to our stockholders, and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income. Non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning before January 1, 2026 for purposes of determining their U.S. federal income tax, subject to certain holding period requirements and other limitations. If we fail to qualify as a REIT, such stockholders may not claim this deduction with respect to dividends paid by us. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we would be entitled to statutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments in order to pay potentially significant resulting tax liabilities.
In addition to the relief described above under “Income Tests” and “Asset Tests,” statutory relief is available in the event that we violate a provision of the Internal Revenue Code that would result in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect; (2) we pay a penalty of $50,000 for each failure to satisfy the provision; and (3) the violation does not include a violation described under “Income Tests” or “Asset Tests” above. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions.
Material U.S. Federal Income Tax Consequences to Holders of Our Stock and the Debt Securities of the Company and Welltower OP
The following discussion is a summary of the material U.S. federal income tax consequences to you of acquiring, owning and disposing of stock of the Company or debt securities of the Company or Welltower OP. This discussion is limited to holders who hold stock of the Company or debt securities of the Company or Welltower OP as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the alternative minimum tax. In addition, except where specifically noted, it does not address consequences relevant to holders subject to special rules, including, without limitation:
U.S. expatriates and former citizens or long-term residents of the United States;
U.S. holders (as defined below) whose functional currency is not the U.S. dollar;
persons holding stock or debt securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
banks, insurance companies, and other financial institutions;
REITs or regulated investment companies;
brokers, dealers or traders in securities;
“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);
tax-exempt organizations or governmental organizations;
18


persons subject to special tax accounting rules as a result of any item of gross income with respect to stock or debt securities being taken into account in an applicable financial statement;
persons deemed to sell stock or debt securities under the constructive sale provisions of the Code; and
persons who hold or receive our stock pursuant to the exercise of any employee stock option or otherwise as compensation.
THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR STOCK OR DEBT SECURITIES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
For purposes of this discussion, a “U.S. holder” is a beneficial owner of stock of the Company or debt securities of the Company or Welltower OP that, for U.S. federal income tax purposes, is or is treated as:
an individual who is a citizen or resident of the United States;
an entity classified as a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our stock or debt securities that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds our stock or debt securities, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding stock of the Company or debt securities of the Company or Welltower OP and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
Taxation of Taxable U.S. Holders of Our Stock
Distributions Generally Distributions out of our current or accumulated earnings and profits will be treated as dividends and, other than with respect to capital gain dividends and certain amounts which have previously been subject to corporate level tax, as discussed below, will be taxable to our taxable U.S. holders as ordinary income when actually or constructively received. See “Tax Rates” below. As long as we qualify as a REIT, these distributions will not be eligible for the dividends-received deduction in the case of U.S. holders that are corporations or, except to the extent described in “Tax Rates” below, the preferential rates on qualified dividend income applicable to non-corporate U.S. holders, including individuals. For purposes of determining whether distributions to holders of our stock are out of our current or accumulated earnings and profits, our earnings and profits will be allocated first to our outstanding preferred stock, if any, and then to our outstanding common stock.
To the extent that we make distributions on our stock in excess of our current and accumulated earnings and profits allocable to such stock, these distributions will be treated first as a tax-free return of capital to a U.S. holder to the extent of the U.S. holder’s adjusted tax basis in such shares of stock. This treatment will reduce the U.S. holder’s adjusted tax basis in such shares of stock by such amount, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s adjusted tax basis in its shares will be taxable as capital gain. Such gain will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November, or December of any year and which are payable to a holder of record on a specified date in any of these months will be treated as both paid by us and received by the holder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year. U.S. holders may not include in their own income tax returns any of our net operating losses or capital losses.
U.S. holders that receive taxable stock distributions, including distributions partially payable in our common stock and partially payable in cash, would be required to include the full amount of the distribution (i.e., the cash and the stock portion) as a dividend (subject to limited exceptions) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes, as described above. The amount of any distribution payable in our common stock generally is equal to the amount of cash that could have been received instead of the common stock. Depending on the circumstances of a U.S. holder, the tax on the distribution may exceed the amount of the distribution received in cash, in which case such U.S. holder would
19


have to pay the tax using cash from other sources. If a U.S. holder sells the common stock it received in connection with a taxable stock distribution in order to pay this tax and the proceeds of such sale are less than the amount required to be included in income with respect to the stock portion of the distribution, such U.S. holder could have a capital loss with respect to the stock sale that could not be used to offset such income. A U.S. holder that receives common stock pursuant to such distribution generally has a tax basis in such common stock equal to the amount of cash that could have been received instead of such common stock as described above, and has a holding period in such common stock that begins on the day immediately following the payment date for the distribution.
Capital Gain Dividends Dividends that we properly designate as capital gain dividends will be taxable to our taxable U.S. holders as a gain from the sale or disposition of a capital asset held for more than one year, to the extent that such gain does not exceed our actual net capital gain for the taxable year. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income.
Retention of Net Capital Gains We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gains. If we make this election, we would pay tax on our retained net capital gains. In addition, to the extent we so elect, our earnings and profits (determined for U.S. federal income tax purposes) would be adjusted accordingly, and a U.S. holder generally would:
include its pro rata share of our undistributed capital gain in computing its long-term capital gains in its U.S. federal income tax return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable;
be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain;
receive a credit or refund for the amount of tax deemed paid by it; and
increase the adjusted tax basis of its stock by the difference between the amount of includable gains and the tax deemed to have been paid by it.
In addition, a U.S. holder that is a corporation is required to appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury Regulations. These Treasury Regulations have not yet been promulgated so the appropriate method for making such adjustment is unclear.
Passive Activity Losses and Investment Interest Limitations Distributions we make and gain arising from the sale or exchange of our stock by a U.S. holder will not be treated as passive activity income. As a result, U.S. holders generally will not be able to apply any “passive losses” against this income or gain. A U.S. holder generally may elect to treat capital gain dividends, capital gains from the disposition of our stock and income designated as qualified dividend income, as described in “Tax Rates” below, as investment income for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount. Other distributions made by us, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.
Dispositions of Our Stock Except as described below under “Redemption or Repurchase by Us,” if a U.S. holder sells or disposes of shares of our stock, it will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition of the shares and the holder’s adjusted tax basis in the shares. This gain or loss, except as provided below, will be long-term capital gain or loss if the holder has held such stock for more than one year. However, if a U.S. holder recognizes a loss upon the sale or other disposition of stock that it has held for six months or less, after applying certain holding period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. holder received distributions from us which were required to be treated as long-term capital gains. The deductibility of capital losses is subject to limitations.
Redemption or Repurchase by Us A redemption or repurchase of shares of our stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to the extent of our current and accumulated earnings and profits as described above under “Distributions Generally”) unless the redemption or repurchase satisfies one of the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. The redemption or repurchase generally will be treated as a sale or exchange if it:
is “substantially disproportionate” with respect to the U.S. holder,
results in a “complete redemption” of the U.S. holder’s stock interest in us, or
is “not essentially equivalent to a dividend” with respect to the U.S. holder,
all within the meaning of Section 302(b) of the Code.
In determining whether any of these tests has been met, shares of our stock, including common stock and other equity interests in us, considered to be owned by the U.S. holder by reason of certain constructive ownership rules set forth in the Code, as well as shares of our stock actually owned by the U.S. holder, generally must be taken into account. Because the determination as to whether any of the alternative tests of Section 302(b) of the Code will be satisfied with respect to the U.S. holder depends upon the facts and circumstances at the time that the determination must be made, U.S. holders are advised to consult their tax advisors to determine such tax treatment.
20


If a redemption or repurchase of shares of our stock is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “Distributions Generally.” A U.S. holder’s adjusted tax basis in the redeemed or repurchased shares generally will be transferred to the holder’s remaining shares of our stock, if any. If a U.S. holder owns no other shares of our stock, under certain circumstances, such basis may be transferred to a related person or it may be lost entirely. Prospective investors should consult their tax advisors regarding the U.S. federal income tax consequences of a redemption or repurchase of our stock.
If a redemption or repurchase of shares of our stock is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described under “Dispositions of Our Stock.”
Tax Rates Currently, the maximum tax rate for non-corporate taxpayers for (1) long-term capital gains, including certain “capital gain dividends,” generally is 20% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate) and (2) “qualified dividend income” generally is 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate applicable to qualified dividend income, except to the extent that certain holding period requirements have been met and the REIT’s dividends are attributable to dividends received from taxable corporations (such as its taxable REIT subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid tax on in the prior taxable year). Capital gain dividends will only be eligible for the rates described above to the extent that they are properly designated by us as “capital gain dividends.” As mentioned above, U.S. holders that are corporations may be required to treat up to 20% of some capital gain dividends as ordinary income. In addition, non-corporate U.S. holders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations.
Taxation of Tax-Exempt U.S. Holders of Our Stock
Dividend income from us and gain arising upon a sale of shares of our stock generally should not be unrelated business taxable income (“UBTI”) to a tax-exempt U.S. holder, except as described below. This income or gain will be UBTI, however, to the extent a tax-exempt U.S. holder holds its shares as “debt-financed property” within the meaning of the Code. Generally, “debt-financed property” is property the acquisition or holding of which was financed through a borrowing by the tax-exempt holder.
For tax-exempt U.S. holders that are social clubs, voluntary employee benefit associations or supplemental unemployment benefit trusts exempt from U.S. federal income taxation under Sections 501(c)(7), (c)(9) or (c)(17) of the Code, respectively, income from an investment in our shares will constitute UBTI unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its investment in our shares. These prospective investors should consult their tax advisors concerning these “set aside” and reserve requirements.
Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” may be treated as UBTI as to certain trusts that hold more than 10%, by value, of the interests in the REIT. A REIT will not be a “pension-held REIT” if it is able to satisfy the “not closely held” requirement without relying on the “look-through” exception with respect to certain trusts or if such REIT is not “predominantly held” by “qualified trusts.” As a result of restrictions on ownership and transfer of our stock contained in our charter, we do not expect to be classified as a “pension-held REIT,” and as a result, the tax treatment described above should be inapplicable to our holders. However, because our common stock is (and, we anticipate, will continue to be) publicly traded, we cannot guarantee that this will always be the case.
Taxation of Non-U.S. Holders of Our Stock
The following discussion addresses the rules governing U.S. federal income taxation of the acquisition, ownership and disposition of our stock by non-U.S. holders. These rules are complex, and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of U.S. federal income taxation and does not address other federal, state, local or non-U.S. tax consequences that may be relevant to a non-U.S. holder in light of its particular circumstances. We urge non-U.S. holders to consult their tax advisors to determine the impact of U.S. federal, state, local and non-U.S. income and other tax laws and any applicable tax treaty on the acquisition, ownership and disposition of shares of our stock, including any reporting requirements.
Distributions Generally Distributions (including any taxable stock distributions) that are neither attributable to gains from sales or exchanges by us of United States real property interests (“USRPIs”) nor designated by us as capital gain dividends (except as described below) will be treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. Such distributions ordinarily will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such
21


dividends are attributable). Under certain treaties, however, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT. Certain certification and disclosure requirements must be satisfied for a non-U.S. holder to be exempt from withholding under the effectively connected income exemption. Dividends that are treated as effectively connected with a U.S. trade or business generally will not be subject to withholding but will be subject to U.S. federal income tax on a net basis in the same manner as dividends paid to U.S. holders are subject to U.S. federal income tax. Any such dividends received by a non-U.S. holder that is a corporation may also be subject to an additional branch profits tax at a 30% rate (applicable after deducting U.S. federal income taxes paid on such effectively connected income) or such lower rate as may be specified by an applicable income tax treaty.
Except as otherwise provided below, we expect to withhold U.S. federal income tax at the rate of 30% on any distributions made to a non-U.S. holder unless:
(1) a lower treaty rate applies and the non-U.S. holder furnishes an Internal Revenue Service Form W-8BEN or W-8BEN-E (or other applicable documentation) evidencing eligibility for that reduced treaty rate; or
(2) the non-U.S. holder furnishes an Internal Revenue Service Form W-8ECI (or other applicable documentation) claiming that the distribution is income effectively connected with the non-U.S. holder’s trade or business.
Distributions in excess of our current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that such distributions do not exceed the adjusted tax basis of the holder’s stock, but rather will reduce the adjusted tax basis of such stock. To the extent that such distributions exceed the non-U.S. holder’s adjusted tax basis in such stock, they generally will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. However, such excess distributions may be treated as dividend income for certain non-U.S. holders. For withholding purposes, we expect to treat all distributions as made out of our current or accumulated earnings and profits. However, amounts withheld may be refundable if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits, provided that certain conditions are met.
Capital Gain Dividends and Distributions Attributable to a Sale or Exchange of United States Real Property Interests Distributions to a non-U.S. holder that we properly designate as capital gain dividends, other than those arising from the disposition of a USRPI, generally should not be subject to U.S. federal income taxation, unless:
(1) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to a branch profits tax of up to 30%, as discussed above; or
(2) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of such non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
Pursuant to the Foreign Investment in Real Property Tax Act, which is referred to as “FIRPTA,” distributions to a non-U.S. holder that are attributable to gain from sales or exchanges by us of USRPIs, whether or not designated as capital gain dividends, will cause the non-U.S. holder to be treated as recognizing such gain as income effectively connected with a U.S. trade or business. Non-U.S. holders generally would be taxed at the regular rates applicable to U.S. holders, subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. We also will be required to withhold and to remit to the Internal Revenue Service 21% of any distribution to non-U.S. holders attributable to gain from sales or exchanges by us of USRPIs. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a non-U.S. holder that is a corporation. The amount withheld is creditable against the non-U.S. holder’s U.S. federal income tax liability. However, any distribution with respect to any class of stock that is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market located in the United States is not subject to FIRPTA, and therefore, not subject to the 21% U.S. withholding tax described above, if the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution. Instead, such distributions generally will be treated as ordinary dividend distributions and subject to withholding in the manner described above with respect to ordinary dividends. Furthermore, distributions to “qualified foreign pension funds” or entities all of the interests of which are held by “qualified pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.
Retention of Net Capital Gains Although the law is not clear on the matter, it appears that amounts we designate as retained net capital gains in respect of our stock should be treated with respect to non-U.S. holders as actual distributions of capital gain dividends. Under this approach, the non-U.S. holders may be able to offset as a credit against their U.S. federal income tax liability their proportionate share of the tax paid by us on such retained net capital gains and to receive from the Internal
22


Revenue Service a refund to the extent their proportionate share of such tax paid by us exceeds their actual U.S. federal income tax liability. If we were to designate any portion of our net capital gain as retained net capital gain, non-U.S. holders should consult their tax advisors regarding the taxation of such retained net capital gain.
Sale of Our Stock Except as described below under “Redemption or Repurchase by Us,” gain realized by a non-U.S. holder upon the sale, exchange or other taxable disposition of our stock generally will not be subject to U.S. federal income tax unless such stock constitutes a USRPI. In general, stock of a domestic corporation that is a “United States real property holding corporation,” or USRPHC, will constitute a USRPI. We believe that we are a USRPHC. Our stock will not, however, constitute a USRPI so long as we are a “domestically controlled qualified investment entity.” A “domestically controlled qualified investment entity” includes a REIT in which at all times during a five-year testing period less than 50% in value of its stock is held directly or indirectly by non-United States persons, subject to certain rules. For purposes of determining whether a REIT is a “domestically controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a United States person unless the REIT has actual knowledge that such person is not a United States person. Because our common stock is (and, we anticipate, will continue to be) publicly traded, no assurance can be given that we are or will continue to be a “domestically controlled qualified investment entity.”
Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our stock, gain realized from the sale or other taxable disposition by a non-U.S. holder of such stock would not be subject to U.S. federal income tax under FIRPTA as a sale of a USRPI if:
(1) such class of stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market such as the New York Stock Exchange; and
(2) such non-U.S. holder owned, actually and constructively, 10% or less of such class of stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.
In addition, dispositions of our stock by “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.
Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either (a) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain, as adjusted for certain items, or (b) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our stock, a non-U.S. holder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. holder (1) disposes of such stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (1), unless such class of stock is “regularly traded” and the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution described in clause (1).
If gain on the sale, exchange or other taxable disposition of our stock were subject to taxation under FIRPTA or otherwise as a result of being effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States, the non-U.S. holder would be required to file a U.S. federal income tax return and would be subject to regular U.S. federal income tax with respect to such gain in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if the sale, exchange or other taxable disposition of our stock were subject to taxation under FIRPTA, and if shares of the applicable class of our stock were not “regularly traded” on an established securities market, the purchaser of such stock generally would be required to withhold and remit to the Internal Revenue Service 15% of the purchase price.
Redemption or Repurchase by Us A redemption or repurchase of shares of our stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to the extent of our current and accumulated earnings and profits) unless the redemption or repurchase satisfies one of the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. See “Redemption or Repurchase by Us” under “Taxation of Taxable U.S. Holders of Our Stock” above. Qualified shareholders and their owners may be subject to different rules, and should consult
23


their tax advisors regarding the application of such rules. If the redemption or repurchase of shares is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “Distributions Generally” above. If the redemption or repurchase of shares is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described above under “- Sale of Our Stock.”
Taxation of Holders of Debt Securities of the Company or Welltower OP
The following summary describes the material U.S. federal income tax consequences of acquiring, owning and disposing of debt securities of the Company or Welltower OP. This discussion assumes the debt securities will be issued with less than a statutory de minimis amount of original issue discount for U.S. federal income tax purposes. In addition, this discussion is limited to persons purchasing the debt securities for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the debt securities is sold to the public for cash).
U.S. Holders
Payments of Interest. Interest on a debt security generally will be taxable to a U.S. holder as ordinary income at the time such interest is received or accrued, in accordance with such U.S. holder’s method of accounting for U.S. federal income tax purposes.
Sale or Other Taxable Disposition A U.S. holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a debt security. The amount of such gain or loss generally will be equal to the difference between the amount received for the debt security in cash or other property valued at fair market value (less amounts attributable to any accrued but unpaid interest, which will be taxable as interest to the extent not previously included in income) and the U.S. holder’s adjusted tax basis in the debt security. A U.S. holder’s adjusted tax basis in a debt security generally will be equal to the amount the U.S. holder paid for the debt security. Any gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held the debt security for more than one year at the time of such sale or other taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally will be taxable at reduced rates. The deductibility of capital losses is subject to limitations.
Non-U.S. Holders
Payments of Interest. Interest paid on a debt security to a non-U.S. holder that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States generally will not be subject to U.S. federal income tax or withholding, provided that:
the non-U.S. holder does not, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock;
the non-U.S. holder is not a controlled foreign corporation related to us through actual or constructive stock ownership; and
either (1) the non-U.S. holder certifies in a statement provided to the applicable withholding agent under penalties of perjury that it is not a United States person and provides its name and address; (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the debt security on behalf of the non-U.S. holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement under penalties of perjury that such holder is not a United States person and provides the applicable withholding agent with a copy of such statement; or (3) the non-U.S. holder holds its debt security directly through a “qualified intermediary” (within the meaning of the applicable Treasury Regulations) and certain conditions are satisfied.
If a non-U.S. holder does not satisfy the requirements above, such non-U.S. holder will be subject to withholding tax of 30%, subject to a reduction in or an exemption from withholding on such interest as a result of an applicable tax treaty. To claim such entitlement, the non-U.S. holder must provide the applicable withholding agent with a properly executed Internal Revenue Service Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under the benefit of an income tax treaty between the United States and the country in which the non-U.S. holder resides or is established.
If interest paid to a non-U.S. holder is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such interest is attributable), the non-U.S. holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the non-U.S. holder must furnish to the applicable withholding agent a valid Internal Revenue Service Form W-8ECI, certifying that interest paid on a debt security is not subject to withholding tax because it is effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States.
24


Any such effectively connected interest generally will be subject to U.S. federal income tax at the regular rates. A non-U.S. holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected interest, as adjusted for certain items.
The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and must be updated periodically. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.
Sale or Other Taxable Disposition A non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, redemption, retirement or other taxable disposition of a debt security (such amount excludes any amount allocable to accrued and unpaid interest, which generally will be treated as interest and may be subject to the rules discussed above in “Payments of Interest”) unless:
the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable); or
the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.
Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of a debt security, which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.
Information Reporting and Backup Withholding
U.S. Holders A U.S. holder may be subject to information reporting and backup withholding when such holder receives payments on stock of the Company or debt securities of the Company or Welltower OP or proceeds from the sale or other taxable disposition of such stock or debt securities (including a redemption or retirement of a debt security). Certain U.S. holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. holder will be subject to backup withholding if such holder is not otherwise exempt and:
the holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;
the holder furnishes an incorrect taxpayer identification number;
the applicable withholding agent is notified by the Internal Revenue Service that the holder previously failed to properly report payments of interest or dividends; or
the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the Internal Revenue Service has not notified the holder that the holder is subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.
Non-U.S. Holders Payments of dividends on stock of the Company or interest on debt securities of the Company or Welltower OP generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the Internal Revenue Service in connection with any distributions on stock of the Company or interest on debt securities of the Company or Welltower OP paid to the non-U.S. holder, regardless of whether such distributions constitute a dividend or whether any tax was actually withheld. In addition,
25


proceeds of the sale or other taxable disposition of such stock or debt securities (including a retirement or redemption of a debt security) within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of such stock or debt securities conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.
Copies of information returns that are filed with the Internal Revenue Service may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.
Medicare Contribution Tax on Unearned Income
Certain U.S. holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, dividends on stock, interest on debt obligations, and capital gains from the sale or other disposition of stock or debt obligations, subject to certain limitations. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership and disposition of our stock or debt securities.
Additional Withholding Tax on Payments Made to Non-U.S. Accounts
Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on stock of the Company, interest on debt securities of the Company or Welltower OP, in each case paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on stock of the Company or interest on debt securities of the Company or Welltower OP. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock or debt securities on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we may treat the entire distribution as a dividend.
Non-U.S. holders should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in stock of the Company or debt securities of the Company or Welltower OP.
Other Tax Consequences
State, local and non-U.S. income tax laws may differ substantially from the corresponding U.S. federal income tax laws, and this discussion does not purport to describe any aspect of the tax laws of any state, local or non-U.S. jurisdiction, or any U.S. federal tax other than income tax. You should consult your tax advisor regarding the effect of state, local and non-U.S. tax laws with respect to our tax treatment as a REIT and on an investment in our stock or debt securities.
In addition, the tax laws and regulations in non-U.S. jurisdictions may impose costs and expenses on the Company, its subsidiaries, and assets and investments of the Company held in non-U.S. jurisdictions (including the costs of compliance with and filings under applicable laws, rules and regulations). The Company has substantial assets, and will likely be subject to tax, reporting, legal, regulatory, and other obligations, in the U.K. and Canada. The treatment of an entity for U.S. federal income tax purposes may not be determinative of its treatment for certain state, local, or non-U.S. tax purposes.


26


Tax Aspects of Our Investments in Welltower OP and Subsidiary Partnerships
The following discussion summarizes certain U.S. federal income tax considerations applicable to our direct or indirect investments in subsidiary partnerships (including Welltower OP).
Classification as Partnerships We are required to include in our income our distributive share of Welltower OP’s and Subsidiary Partnerships’ income and are entitled to deduct our distributive share of Welltower OP’s and Subsidiary Partnerships’ losses only if the applicable partnership is classified for U.S. federal income tax purposes as a partnership rather than as a corporation or association taxable as a corporation. An organization will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it (1) is treated as a partnership under Treasury regulations relating to entity classification (the “check-the-box regulations”) and (2) is not a “publicly traded partnership” taxable as a corporation.
Under the check-the-box regulations, an unincorporated entity with at least two members may elect to be classified either as an association taxable as a corporation or as a partnership. Generally, if such an entity fails to make an election, it generally will be treated as a partnership for U.S. federal income tax purposes. We believe that Welltower OP is classified as a partnership for U.S. federal income tax purposes.
A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof). While interests in Welltower OP and Subsidiary Partnership will not be traded on an established securities market, they could possibly be deemed to be traded on a secondary market or its equivalent due to the redemption rights enabling the limited members to dispose of their interests. A publicly traded partnership will not, however, be treated as a corporation for any taxable year if 90% or more of the partnership’s gross income for such year consists of certain passive-type income, including (as may be relevant here) real property rents, gains from the sale or other disposition of real property, interest, and dividends (the “90% Passive Income Exception”). The income requirements applicable to us in order for us to qualify as a REIT under the Code and the definition of qualifying income under the Passive Income Exception are very similar. Although differences exist between these two income tests, we do not believe that these differences would cause Welltower OP or Subsidiary Partnerships not to satisfy the 90% Passive Income Exception applicable to publicly traded partnerships.
If for any reason Welltower OP or a Subsidiary Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, our ability to qualify as a REIT could be jeopardized. See “Income Tests” and “Asset Tests.” In addition, any change in Welltower OP’s or a Subsidiary Partnership’s status for tax purposes might be treated as a taxable event, in which case we might incur tax liability without any related cash distribution. See “Annual Distribution Requirements.” Further, items of income and deduction of Welltower OP or a Subsidiary Partnership would not pass through to its members, and its members would be treated as shareholders for tax purposes. Consequently, Welltower OP or a Subsidiary Partnership would be required to pay income tax at corporate tax rates on its net income, and distributions to its members would constitute dividends that would not be deductible in computing such Welltower OP’s or Subsidiary Partnership’s taxable income.
Members, Not Partnership, Subject to Tax Except as discussed below in “Revised Partnership Audit Rules,” a partnership itself is not a taxable entity for U.S. federal income tax purposes. Rather, we are required to take into account our allocable share of each partnership’s income, gains, losses, deductions and credits for any taxable year of the partnership ending during our taxable year, without regard to whether we have received or will receive any distribution from such partnership.
Partnership Allocations Although a partnership agreement generally will determine the allocation of income and losses among partners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury regulations promulgated thereunder. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by considering all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Welltower OP’s and each Subsidiary Partnerships’ allocations of taxable income, gain and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations promulgated thereunder.
Tax Allocations with Respect to Certain Properties Pursuant to Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated in a manner such that the contributing partner is charged with, or benefits from, respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss is generally equal to the difference between the fair market value of contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution (a “Book-Tax Difference”). Such allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. Welltower OP’s partnership agreement requires such allocations to be made in a manner permitted under Section 704(c) of the Code.

27


In general, the members who contribute property to Welltower OP will be allocated depreciation deductions for tax purposes which are lower than such deductions would be if determined on a pro rata basis. In addition, in the event of the disposition of any of the contributed assets (including our properties) which have a Book-Tax Difference, all gain or loss attributable to such Book-Tax Difference (to the extent not previously taken into account) will generally be allocated to the contributing members, including us, and other members will generally be allocated only their share of income attributable to gain or loss, if any, occurring after such contribution. This will tend to eliminate the Book-Tax Difference over the life of Welltower OP. However, the special allocation rules of Section 704(c) do not always entirely eliminate the Book-Tax Difference on an annual basis or with respect to a specific taxable transaction such as a sale. Thus, the carryover basis of the contributed assets in the hands of Welltower OP may cause us to be allocated lower depreciation and other deductions, and possibly an amount of taxable gain in the event of a sale of such contributed assets in excess of the economic or book income allocated to us as a result of such sale.
A Book-Tax Difference may also arise as a result of the revaluation of property owned by a partnership in connection with certain types of transactions, including in connection with certain non-prorata contributions of assets to, or distributions of assets by, Welltower OP in exchange for, or in redemption of, interests in Welltower OP. In the event of such a revaluation, the members (including us) who were members in the partnership immediately prior to the revaluation will be required to take any Book-Tax Difference created as a result of such revaluation into account in substantially the same manner as under the Section 704(c) rules discussed above. This would result in us being allocated income, gain, loss and deduction for tax purposes in amounts different than the economic or book income allocated to us by the partnership.
The application of Section 704(c) to Welltower OP may cause us to recognize taxable income in excess of cash proceeds, which might adversely affect our ability to comply with the REIT distribution requirements. See “Annual Distribution Requirements.” The foregoing principles also apply in determining our earnings and profits for purposes of determining the portion of distributions taxable as dividend income. The application of these rules over time may result in a higher portion of distributions being taxed as dividends than would have occurred had we purchased the contributed or revalued assets at their agreed values.
Treasury has issued regulations requiring partnerships to use a “reasonable method” for allocating items affected by Section 704(c) of the Code and outlining several reasonable allocation methods. We have the discretion to determine which of the methods of accounting for Book-Tax Differences (specifically approved in the Treasury regulations) will be elected with respect to any properties contributed to or revalued by Welltower OP. We have not determined which method of accounting for Book-Tax Differences will be elected for properties contributed to or revalued by Welltower OP in the future.
Basis in Partnership Interest Our adjusted tax basis in a partnership interest generally is equal to:
the amount of cash and the adjusted tax basis of any other property contributed (or deemed contributed) by us to the partnership;
increased by our allocable share of the partnership’s income, and
reduced, but not below zero, by
our allocable share of the partnership’s loss, and
the amount of cash and the basis of any property distributed (or deemed distributed) to us.
If the allocation of our distributive share of the partnership’s loss would reduce the adjusted tax basis of our partnership interest in the partnership below zero, the recognition of such loss will be deferred until such time as the recognition of such loss would not reduce our adjusted tax basis below zero. To the extent that the partnership’s distributions (including deemed distributions) would reduce our adjusted tax basis below zero, such distributions would constitute taxable gain to us, which could be treated as ordinary income or long-term or short-term capital gain.
Partnership Audit Rules A partnership (and not its partners) must pay any “imputed underpayments,” consisting of delinquent taxes, interest, and penalties deemed to arise out of an audit of the partnership, unless certain alternative methods are available and the partnership elects to utilize them. The Internal Revenue Service has issued regulations providing details on many of these provisions, but it is still not entirely clear how all of these rules will be implemented. Accordingly, it is possible that in the future, we and/or any partnership in which we are a partner could be subject to, or otherwise bear the economic burden of, U.S. federal income tax, interest, and penalties resulting from a U.S. federal income tax audit.
Internet Access to Our SEC Filings
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as our proxy statements and other materials that are filed with, or furnished to, the Securities and Exchange Commission (“SEC”) are made available, free of charge, on the Internet at www.welltower.com/investors, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. 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
28


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 our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities and plans; our continued qualification as a REIT; and our ability to access capital markets or other sources of funds.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our 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;
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;
our ability to transition or sell properties with profitable results;
the failure to make new investments or acquisitions as and when anticipated;
natural disasters and other acts of God affecting our properties;
our ability to re-lease space at similar rates as vacancies occur;
our ability to timely reinvest sale proceeds at similar rates to assets sold;
operator/tenant or joint venture partner bankruptcies or insolvencies;
the cooperation of joint venture partners;
government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements;
liability or contract claims by or against operators/tenants;
unanticipated difficulties and/or expenditures relating to future investments or acquisitions;
environmental laws affecting our properties;
changes in rules or practices governing our financial reporting;
the movement of U.S. and foreign currency exchange rates;
our ability to maintain our qualification as a REIT;
key management personnel recruitment and retention; and
the risks described under “Item 1A — Risk Factors.”
We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

29


Item 1A. Risk Factors
Risk Factor Summary
The following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
Risks Arising from Our Business:
Our business model and the operations of our business involve risks, including those related to:
investments in and acquisitions of health care and seniors housing properties;
unknown liability exposure related to acquired properties;
competition for acquisitions may result in increased prices;
our joint venture partners;
Seniors Housing Operating properties operational risks;
our ability to terminate our management agreements with Seniors Housing Operating managers;
operational and legal risks with respect to our properties managed in RIDEA structures;
the ability of operators and tenants to make payments to us;
the impacts of severe cold and flu seasons or other widespread illnesses on occupancy;
the insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors;
our ability to timely reinvest our sale proceeds on terms acceptable to us;
any adverse developments in the business or financial condition of Sunrise Senior Living, LLC;
ownership of property outside the U.S.;
our ability to lease or sell properties on favorable terms;
tenant, operator and manager insurance coverage;
loss of properties owned through ground leases upon breach or termination of the ground leases;
requirements of, or changes to governmental reimbursement programs, such as Medicare, Medicaid or government funding;
controls imposed on certain of our tenants who provide health care services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay;
our operators’ or tenants’ failure to comply with federal, state, province, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards;
development, redevelopment and construction;
losses caused by severe weather conditions, natural disasters or the physical effects of climate change;
costs incurred to remediate environmental contamination at our properties;
our reliance on data and technology systems and the increasing risks of cybersecurity incidents;
our dependence on key personnel; and
Welltower's holding company status.
Risks Arising from Our Capital Structure
Our capital structure involves exposure to risks, including those related to:
our future leverage;
the availability of cash for distributions to stockholders;
covenants in our debt agreements;
limitations on our ability to access capital;
any downgrades in our credit ratings; and
increases in interest rates.



30


Risks Arising from Our Status as a REIT
As a result of our status as a REIT, we are exposed to risks, including those related to:
our ability to remain qualified as a REIT;
Welltower OP's ability to maintain status of a partnership;
the ability of our subsidiaries to qualify as a REIT;
the impact of tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes;
the impact of the 90% annual distribution requirement on our liquidity and ability to engage in otherwise beneficial transactions;
our limited ability to use taxable REIT subsidiaries under the Code;
special requirements applicable to the lease of qualified health care properties to a taxable REIT subsidiary;
the tax imposed on any net income from "prohibited transactions";
tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true leases";
changes in our tax rate or exposure to additional tax liabilities; and
the impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022.
Risks Factors
This section highlights significant factors, events and uncertainties that could create risk with an investment in our securities. The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price. These risk factors do not identify all risks that we face: our operations could also be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. We group these risk factors into three categories:
Risks arising from our business;
Risks arising from our capital structure; and
Risks arising from our status as a REIT.
Risks Arising from Our Business
Our investments in and acquisitions of health care and seniors housing properties may be unsuccessful or fail to meet our expectations
Some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business. If we agree to provide construction funding to an operator/tenant and the project is not completed, we may need to take steps to ensure completion of the project. Such expenditures may negatively affect our results of operations. Investments in and acquisitions of seniors housing and health care properties entail risks associated with real estate investments generally, including risks that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to meet performance expectations. Furthermore, there can be no assurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions, will be consummated in accordance with anticipated timing, on anticipated terms, or at all. We may be unable to obtain or assume financing for acquisitions on favorable terms or at all. Health care properties are often highly customizable and the development or redevelopment of such properties may require costly tenant-specific improvements. We have experienced delays and disruptions to property redevelopment as a result of supply chain issues and construction material and labor shortages and may experience additional or more significant such delays in the future. We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition. Acquired properties may be located in new markets, either within or outside the United States, where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and permitting procedures. As a result, we cannot assure you that we will achieve the economic benefit we expect from acquisitions, investment, development and redevelopment opportunities and may lead to impairment of such assets.



31


Acquired properties may expose us to unknown liability
We may acquire properties or invest in joint ventures that own properties subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow. Unknown liabilities with respect to acquired properties might include: liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors and others indemnified by the former owners of the properties.
Competition for acquisitions may result in increased prices for properties
In order to maintain current revenues and continue generating attractive returns, we seek to reinvest cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties, including non-elective dispositions in a timely manner. We face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors. In addition, limited development during the COVID-19 pandemic has reduced the number of new properties becoming available. This competition may adversely affect us by subjecting us to the following risks: we may be unable to acquire a desired property because of competition from other well-capitalized real estate investors and, even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price.
Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure to meet their obligations, and disputes between us and our partners
We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities, including our 85/15 joint venture with Integra Healthcare Properties. Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; that our partner may be in a position to take action or withhold consent contrary to our instructions or requests; and that our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to our REIT status. In some instances, we and/or our partner may have the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, acquire our partner’s interest or sell the underlying asset at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest may be limited if we do not have sufficient cash, available borrowing capacity or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we would otherwise prefer to retain it. On the other hand, our ability to transfer our interest in a joint venture to a third party may be restricted and the market for our interest may be limited and/or valued lower than fair market value. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the properties in the joint ventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition or financing of a property.
We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations and financial condition
We have entered into various joint ventures that were structured under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), which permits REITs to own or partially own “qualified health care properties” in a structure through which we can participate directly in the cash flow of the properties’ operations (as compared to receiving only contractual rent payments) in compliance with REIT requirements. A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients.
Under a RIDEA structure, we are required to rely on our operator to manage and operate the property, including complying with laws and providing resident care. However, as the owner of the property under a RIDEA structure, we are responsible for operational and legal risks and liabilities of the property, including, those relating to employment matters of our operators, compliance with health care fraud and abuse and other laws, governmental reimbursement matters, compliance with federal, state, local and industry-related licensure, certification and inspection laws, regulations, and standards, and litigation involving our properties or residents/patients, even though we have limited ability to control or influence our operators’ management of these risks. Further, our taxable REIT subsidiary (“TRS”) is generally required to hold the applicable health care license and enroll in the applicable government health care programs (e.g., Medicare- and Medicaid), which subjects us to potential liability under various health care laws. Penalties for failure to comply with applicable laws may include loss or suspension of licenses and certificates of need, certification or accreditation, exclusion from government health care programs (e.g., Medicare and
32


Medicaid), administrative sanctions and civil monetary penalties. Although we have some general oversight approval rights and the right to review operational and financial reporting information, our operators are ultimately in control of the day-to-day business of the property, including clinical decision-making, and we rely on them to operate the properties in a manner that complies with applicable law.
We are exposed to operational risks with respect to our Seniors Housing Operating properties that could adversely affect our revenue and operations
We are exposed to various operational risks with respect to our Seniors Housing Operating properties that may increase our costs or adversely affect our ability to generate revenues. In addition to operational challenges that continue to impact us as a result of the COVID-19 pandemic, these risks include fluctuations in occupancy experienced during the normal course of business, Medicare and Medicaid reimbursement, if applicable, and private pay rates; economic conditions; the availability and increases in the cost of labor (as a result of unionization or otherwise); competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; the availability and increases in cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; and federal and state housing laws and regulations, including rent and eviction restrictions imposed during the COVID-19 pandemic. Any one or a combination of these factors may adversely affect our revenue and operations and could eventually lead to impairment of our properties.
We have rights to terminate our management agreements with operators, in whole or with respect to specific properties under certain circumstances, and we may be unable to replace operators if our management agreements are terminated or not renewed
We are party to long-term management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management, accounting and other services with respect to our Seniors Housing Operating properties. We have the ability to terminate any of our management agreements upon the occurrence of certain events such as insolvency relating to such manager, and in some cases, the failure to meet specific NOI targets without curing, as well as the occurrence of other events or certain conditions.
We regularly monitor and review our rights and remedies under our management agreements. When determining if we will take significant action under those agreements, including terminating a manager, we consider numerous legal, contractual, regulatory, business and other relevant factors. In exercising our rights to terminate or not renew a management agreement, we would work with our existing seniors housing operators or potentially new operators to manage the properties; however, there is no assurance that we would be able to timely source a replacement or that any replacement manager would be effective. Any transition to a new manager would most likely require regulatory approval and potentially the approval of the holders of any liens on the property. The failure to replace on a timely basis, as well as the failure to receive these approvals, either at all or in a timely manner, could have an adverse effect on the properties and our revenue.
Decreases in our operators’ or tenants' revenues or increases in our operators’ or tenants' expenses, including as a result of increased labor costs, could affect their ability to make payments to us
We have very limited control over the success or failure of our operators' or tenants' businesses and, at any time, an operator or tenant may experience a downturn in their business that weakens their financial condition. Our operators’ and tenants' revenues are primarily driven by occupancy, private pay rates, and Medicare and Medicaid reimbursement, if applicable. Expenses are primarily driven by the costs of labor, supplies, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have, and may continue to, come under pressure due to reimbursement cuts and state budget shortfalls. Operating and borrowing costs have increased, and are expected to continue to increase, for our operators and tenants. In particular, our operators' and tenants' businesses have experienced increases in labor costs resulting from shortages of medical and non-medical staff. A number of factors have adversely affected the labor force available to our operators and tenants or labor costs, including increased industry competition, high employment levels, increased wages offered by other employers, and government regulations. In many geographic areas the scarcity of specialized medical personnel, experienced senior care professionals and other workers has been a significant operating issue affecting a wide range of healthcare providers and senior care and housing facilities. Such shortages have and may continue to impact the operations of our operators and tenants, resulting in increased labor and operating costs. Continued labor shortages or cost inflation may impact our operators' and tenants' abilities to comply with minimum staffing requirements under applicable federal and state regulations. Failure to comply with these requirements can, among other things, jeopardize a facility's compliance with the conditions of participation under relevant state and federal healthcare programs. In addition, if a facility is determined to be out of compliance with these requirements, it may be subject to fines and other regulatory penalties, including the suspension of patient admissions, the termination of Medicaid participation or the suspension or revocation of licenses.
To the extent that any decrease in revenues and/or any increase in operating expenses result in an operator or tenant not generating enough cash to make payments to us, the credit of our operator or tenant and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, we may need to record an impairment for such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Any such impairment or loss on sale would negatively affect our financial results. These risks are magnified where we lease multiple properties to a
33


single operator or tenant under a master lease, as a failure or default under a master lease would expose us to these risks across multiple properties. Although our lease agreements give us the right to exercise certain remedies in the event of default on the obligations owing to us, we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.
Increased competition and oversupply may affect our operators’ and managers' ability to meet their obligations to us
The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other health care providers that provide comparable services for residents and patients, including on the basis of the scope and quality of care and services provided, reputation and financial condition, physical appearance of the properties, price, and location. In addition, in light of labor shortages for medical and non-medical workers in many geographic areas, our operators and tenants increasingly compete to attract qualified and experienced employees. Our operators and managers are expected to encounter increased competition in the future that could limit their ability to attract residents and employees or expand their businesses. In addition, we expect that there will continue to be a more than adequate inventory of seniors housing facilities. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that meet our expected yields and fulfill their obligations to us. If our operators and managers cannot compete effectively or if there is an oversupply of facilities, their financial performance could have a material adverse effect on our financial results.
A severe cold and flu season, epidemics or any other widespread illnesses could adversely affect the occupancy of our Seniors Housing Operating and Triple-net properties
Our business and operations were significantly impacted by the COVID-19 pandemic and are exposed to risks from COVID-19, severe cold and flu seasons or the occurrence of other epidemics or other widespread illnesses. Our revenues and our operators' revenues are dependent on occupancy and the occupancy of our Seniors Housing Operating and Triple-net properties could significantly decrease in the event of a severe cold and flu season, a resurgence of COVID-19 or other widespread illness. Such a decrease would affect the operating income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make payments to us. As we experienced during the COVID-19 pandemic, a future flu or other pandemic could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for residents or see a reduction in occupancy, and adversely affect their ability to meet their obligations to us, which would have a material adverse effect on our financial results.
In particular, the ongoing COVID-19 pandemic may continue to adversely affect our business, results of operations, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price. The COVID-19 pandemic has had adverse effects on our business, operations and financial condition, including:
a decline in spot occupancy in our Seniors Housing Operating portfolio from 85.8% at February 29, 2020 to the pandemic-low of 72.6% on March 12, 2021 and a possibility of continued decline, which could affect the net operating income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make contractual payments to us;
increased operational costs incurred by us and our operators across all of our properties as a result of public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and tenants, unique pressures on seniors housing and medical practice employees during the COVID-19 pandemic including labor shortages resulting from macroeconomic trends, decreased employee morale and productivity as a result of difficult conditions and stress related to the COVID-19 pandemic, and higher operator and tenant cost of insurance and such insurance may not cover certain claims related to COVID-19; and
increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures, restrictions on the movement of people and remote or hybrid work schedules, which adversely impact employee productivity and morale and introduce additional operations risk, including cybersecurity risks.
We remain subject to a number of other risks relating to COVID-19, including a decline in the rental income in our Outpatient Medical segment if our tenants do not renew leases or do not make timely or full lease payments as a result of medical practice closures or decreases in revenue due to government imposed restrictions on elective medical procedures or decisions by patients to delay treatments; concessions such as rent deferrals or rent abatements that we may offer certain tenants across our Triple-net and Outpatient Medical segments; and our increased exposure to COVID-19 related litigation and publicity risks if the operators or tenants of the relevant facilities are subject to bankruptcy or insolvency.
Although the COVID-19 pandemic has subsided from its peaks, any resurgence of the pandemic, outbreaks of new variants, changes in the effectiveness of vaccines, boosters and treatments, and adoptions of new public health measures may reintroduce the risks relating to the potential impact of the COVID-19 pandemic on us. Additionally, there remains uncertainty regarding the implementation and impact of COVID-19 relief legislation, such as the Coronavirus Aid Relief, and Economic Security Act and the Paycheck Protection Program and Health Care Enhancement Act, and possible government audits and investigations related to our receipt and use of such relief funds.
34


The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition
We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in a tenant, operator, borrower, manager or other obligor bankruptcy or insolvency, or that a tenant, operator, borrower, manager or other obligor might become subject to bankruptcy or insolvency proceedings for other reasons. Although our operating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, and our loans provide us with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies. In addition, if a lease is rejected in a tenant bankruptcy, our claim against the tenant may be limited by applicable provisions of the bankruptcy law. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet the property to another tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Publicity about the operator's financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Should such events occur, our revenue and operating cash flow may be adversely affected.
The properties managed by Sunrise Senior Living, LLC (“Sunrise”) account for a significant portion of our revenues and net operating income and any adverse developments in its business or financial condition could adversely affect us
As of December 31, 2022, Sunrise managed 109 of our Seniors Housing Operating properties. These properties account for a significant portion of our revenues and net operating income. Under our management agreements, we rely on Sunrise’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our Seniors Housing Operating properties efficiently and effectively. We also rely on Sunrise to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate them in compliance with the terms of our management agreements and all applicable laws and regulations. Any adverse developments in Sunrise’s business or financial condition could impair its ability to manage our properties efficiently and effectively, which could adversely affect our business, results of operations, and financial condition. For example, we depend on Sunrise’s ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our Seniors Housing Operating properties. A shortage of nurses or other trained personnel or general inflationary pressures may force Sunrise to enhance its pay and benefits packages to compete effectively for such personnel, but it may not be able to offset these added costs by increasing the rates charged to residents. Any increase in labor costs and other property operating expenses, any failure by Sunrise to attract and retain qualified personnel, or significant changes in Sunrise’s senior management or equity ownership could adversely affect the income we receive from our Seniors Housing Operating properties and have a material adverse effect on us. Also, if Sunrise experiences any significant financial, legal, accounting or regulatory difficulties, such difficulties could result in, among other things, acceleration of its indebtedness, impairment of its continued access to capital or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, which, in turn, could adversely affect our business, results of operations and financial condition. If we determine to sell or transition properties currently managed by Sunrise, we may experience operational challenges and/or significantly declining financial performance for those properties.
Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations
We have operations in the U.K. and Canada which represent 9.5% and 7.9% of total Welltower revenues, respectively. As of December 31, 2022, Revera managed 78 of our Seniors Housing Operating properties in Canada, representing a significant portion of our revenues in Canada, and also owned a controlling interest in Sunrise. International development, ownership, and operating activities involve risks that are different from those we face with respect to our domestic properties and operations. These risks include, but are not limited to, any international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact from international trade disputes and the associated impact on our tenants' supply chain and consumer spending levels; changes in foreign political, regulatory, and economic conditions (regionally, nationally and locally) including, challenges in managing international operations; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign countries; local businesses and cultural factors that differ from our usual standards and practices; differences in lending practices and the willingness of domestic or foreign
35


lenders to provide financing; regional or country-specific business cycles and political and economic instability; and failure to comply with applicable laws and regulations in the U.S. that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act.
Further, our operations in the U.K. may be adversely impacted by global and local economic volatility experienced as a result of geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine, rising inflation and interest rates, the energy crisis that has seen supply shortages and higher oil, gas and electricity prices, labor market challenges affecting the recruitment and retention of employees.
If our tenants do not renew their existing leases, or if we are required to sell properties for liquidity reasons, we may be unable to lease or sell the properties on favorable terms, or at all
We cannot predict whether our tenants will renew existing leases at the end of their lease terms, which expire at various times. If these leases are not renewed, we would be required to find other tenants to occupy those properties, or sell them. There can be no assurance that we would be able to identify suitable replacement tenants or enter into leases with new tenants on terms as favorable to us as the current leases or that we would be able to lease those properties at all. Our competitors may offer space at rental rates below current market rates or below the rental rates we currently charge our customers, we may lose potential customers, and we may be pressured to reduce our rental rates below those we currently charge to retain customers when leases expire. In addition, our ability to reposition our properties with a suitable replacement tenant or operator could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by the Medicare and Medicaid change-of-ownership rules, and we could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings. Even if tenants decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms.
Real estate investments are relatively illiquid and most of the property we own is highly customized for specific uses. Our ability to quickly sell or exchange any of our properties in response to changes in operator, economic and other conditions will be limited. Although our properties are less affected by the commercial real estate market trends, this limitation could be exacerbated by the current decline of commercial real estate as a result of high interest rates, inflation and declining property values across sectors. No assurances can be given that we will recognize full value for any property that we are required to sell. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.
Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses
We maintain or require our tenants, operators and managers to maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly situated companies in our industry and we frequently review our insurance programs and requirements. Our tenants, operators and managers may not be able to maintain adequate levels of insurance and required coverages. Also, we may not be able to require the same levels of insurance coverage under our lease, management and other agreements, which could adversely affect us in the event of a significant uninsured loss. We cannot make any guarantee as to the future financial viability of the insurers that underwrite our policies and the policies maintained by our tenants, operators and managers. Insurance may not be available at a reasonable cost in the future or policies may not be maintained at a level that will fully cover all losses on our properties upon the occurrence of a catastrophic event. This may be especially the case due to increases in property insurance costs. In addition, in recent years, long-term/post-acute care and seniors housing operators and managers have experienced substantial increases in both the number and size of patient care liability claims. As a result, general and professional liability costs have increased in some markets. Due to the uncertainty of the long term effects of the COVID-19 pandemic, general and professional liability insurance coverage may be restricted or very costly, which may adversely affect the tenants’, operators’ and managers’ future operations, cash flows and financial conditions, and may have a material adverse effect on the tenants’, operators’ and managers’ ability to meet their obligations to us. Finally, our use, and the usage by some of our tenants, operators and managers of self-insurance and/or use of a wholly owned captive insurance company, if not adequately funded, could have a material adverse effect on our liquidity and that of our tenants, operators and managers.
Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases
We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and we may acquire additional properties in the future through the purchase of interests in ground leases. Many of these ground leases impose significant limitations on our uses of the subject properties, restrict our ability to sell or otherwise transfer our interests in the properties or restrict the leasing of the properties. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. As the lessee under a ground lease, we are exposed to the possibility of losing the property upon termination of the ground lease or an earlier breach of the ground lease by us.
36


The requirements of, or changes to, governmental reimbursement programs, such as Medicare, Medicaid or government funding, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us
Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator/tenant receives a significant portion of its revenues from government payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries or carriers, change-of-ownership rules, government funding restrictions (at a program level or with respect to specific facilities), any lapse in Congressional funding of the Centers for Medicare and Medicaid Services and interruption or delays in payments due to any ongoing government investigations and audits at such property. Federal and state authorities may continue seeking to implement new or modified reimbursement methodologies that may negatively impact health care property operations. See “Item 1 - Business - Certain Government Regulations - United States - Reimbursement” above for additional information. Health care reimbursement will likely continue to be of paramount importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors and properties. There can be no assurance that adequate reimbursement levels will be available for services provided by any property operator, whether the property receives reimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect the ability of an obligor to meet its obligations to us. In addition, if a partial or total federal government shutdown were to occur for a prolonged period of time, federal government payment obligations, including its obligations under Medicaid and Medicare, may be delayed. Similarly, if state government shutdowns were to occur, state payment obligations may be delayed. If the federal or state governments fail to make payments under these programs on a timely basis, our business could suffer, and our financial position, results of operations or cash flows may be materially affected.
Since January 1, 2014, the Health Reform Laws have provided those states that expand their Medicaid coverage to otherwise ineligible state residents with incomes at or below 138% of the federal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met. The federal government substantially funds the Medicaid expansion and as of December 2022, the number of states implementing expansion has grown to more than 75% of all states. The participation by states in the Medicaid expansion could have the dual effect of increasing our tenants’ revenues, through new patients, but further straining state budgets and their ability to pay our tenants.
The status of the Health Reform Laws may be subject to change and other health reform measures could be implemented as a result of political, legislative, regulatory, and administrative developments and judicial proceedings. Further the impact that the recent change of control of the House and future changes in the federal government may have on health reform (including through new legislative, executive or regulatory efforts) remains uncertain, and any changes will likely take time to unfold and could have an impact on coverage and reimbursement for health care items and services covered by plans that were authorized by the Health Reform Laws. If the operations, cash flows or financial condition of our operators and tenants are materially adversely impacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. More generally, and because of the dynamic nature of the legislative and regulatory environment for health care products and services, and in light of existing federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have on the U.S. economy, our business, or that of our operators and tenants.
If controls imposed on certain of our tenants who provide health care services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay affect inpatient volumes at our health care facilities, the financial condition or results of operations of those tenants could be adversely affected
Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization reviews,” have affected and are expected to continue to affect certain of our health care facilities, specifically our acute care hospitals and post-acute facilities. Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required pre-admission authorization and utilization review and by payor pressures to maximize outpatient and alternative health care delivery services for less acutely ill patients. Efforts to impose more stringent cost controls and reductions are expected to continue, which could negatively impact the financial condition of our tenants who provide health care services in our hospitals and post-acute facilities. If so, this could adversely affect these tenants’ ability and willingness to comply with the terms of their leases with us and/or renew those leases upon expiration, which could have a material adverse effect on us.


37


Our operators’ or tenants’ failure to comply with federal, state, province, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us
Our operators and tenants generally are subject to or impacted by varying levels of federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards. These laws and regulations include, among others: laws protecting consumers against deceptive practices; laws relating to the operation of our properties and how our tenants and operators conduct their business, such as fire, health and safety, data security and privacy laws; federal and state laws affecting hospitals, clinics and other health care communities that participate in both Medicare and Medicaid that specify reimbursement rates, pricing, reimbursement procedures and limitations, quality of services and care, background checks, food service and physical plants, and similar foreign laws regulating the health care industry; resident rights laws (including abuse and neglect laws) and fraud laws; anti-kickback and physician referral laws; the Americans with Disabilities Act of 1990 and similar state and local laws; and safety and health standards set by the Occupational Safety and Health Administration or similar foreign agencies. Our operators’ or tenants’ failure to comply with any of these laws, regulations, or standards could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension, decertification or exclusion from federal and state health care programs, civil liability, and in certain limited instances, criminal penalties, material restrictions on or loss of license, closure of the facility and/or the incurrence of considerable costs arising from an investigation or regulatory action. The likelihood of these actions may increase due to the uncertainty of the long term effects of the COVID-19 pandemic. Such actions may have an effect on our operators’ or tenants’ ability to make lease payments to us and, therefore, adversely impact us. In addition, we may be directly subject to these laws, regulations and standards, as well as potential investigation or enforcement, as a result of our RIDEA-structured arrangements, and certain other arrangements we may pursue with healthcare entities who are directly subject to these laws. See “Item 1 - Business - Certain Government Regulations - United States - Fraud & Abuse Enforcement” and “Item 1 - Business - Certain Government Regulations - United States - Health Care Matters - Generally” above.
Many of our properties may require a license, registration, and/or CON to operate. Failure to obtain a license, registration, or CON, or loss of a required license, registration, or CON would prevent a facility from operating in the manner intended by the operators or tenants. These events could materially adversely affect our operators’ or tenants’ ability to make rent or other obligatory payments to us. State and local laws also may regulate the expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or other similar approval from a state agency. See “Item 1 — Business — Certain Government Regulations — United States — Licensing and Certification” above.
In addition, we cannot assure you that future changes in government regulation will not adversely affect the health care industry, including our tenants and operators, nor can we be certain that our tenants and operators will achieve and maintain occupancy and rate levels or labor cost levels that will enable them to satisfy their obligations to us.
Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition
From time to time, we are directly involved or named as a party in in legal proceedings, lawsuits and other claims that involve class actions, disputes regarding property damage, care matters and other issues. We also are named as defendants in lawsuits allegedly arising out of our actions or the actions of our operators/tenants or managers in which such operators/tenants or managers have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. Employment related class action lawsuits have increased in recent years, including class action lawsuits brought against our operators in certain states regarding employee and government requirements regarding wage and hour claims and fair housing complaints, as well as class action lawsuits related to COVID-19. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, pending or future litigation. In addition, pending litigation or future litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations. An unfavorable resolution of pending or future litigation or legal proceedings may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses, significantly divert the attention of management, and could damage our reputation and our brand. In addition, any such resolution could involve our agreement to terms that restrict the operation of our business. We cannot guarantee losses incurred in connection with any current or future legal or regulatory proceedings or actions will not exceed any provisions we may have set aside in respect of such proceedings or actions or will not exceed any available insurance coverage.
Development, redevelopment and construction risks could affect our profitability
We invest in various development and redevelopment projects. In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future performance of that property. In particular, we estimate the return on our investment based on expected construction costs, lease up velocity, occupancy, rental rates, operating expenses, capital costs and future competition. If our financial projections with respect to a new property are inaccurate, the property may fail to perform as we expected in analyzing our investment. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability goals.
38


Our development/redevelopment and construction projects are vulnerable to the impact of material shortages and inflation. For example, shortages and fluctuations in the price of lumber or in other important raw materials have resulted in and could continue to result in delays in the start or completion of, or increase the cost of, developing one or more of our projects. Pricing for labor and raw materials can be affected by various national, regional, local, economic and political factors, including changes to immigration laws that impact the availability of labor or tariffs on imported construction materials.
In connection with our renovation, redevelopment, development and related construction activities, we may be unable to obtain, or suffer delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, or satisfactory tax rates, incentives or abatements. Operators of new facilities we construct may need to obtain Medicare and Medicaid certification and enter into Medicare and Medicaid provider agreements and/or third-party payor contracts. In the event that the operator is unable to obtain the necessary licensure, certification, provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any revenues on the facility until either the initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and contract with a new operator that is able to obtain a license to operate the facility for its intended use and the necessary provider agreements or contracts. We have experienced such delays in obtaining necessary licensing for constructed properties and may experience additional or more significant delays in the future.
We rely on our development managers, general contractors and subcontractors to oversee and manage day-to-day construction activities. If any such party underperforms or experiences financial or other problems during the construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns and may need to exercise contractual remedies against such party, which may include termination of the applicable underlying service contract. In the event such termination occurs mid-construction, we would likely need to engage a new service provider, which would likely result in additional costs and delays as the transition between providers occurs.
The above-described factors could result in increased costs or our abandonment of these projects. In addition, we may abandon opportunities we have begun to investigate, for a range of reasons, including changes in expected financing or construction costs, adverse changes in expected rents or expenses, adverse environmental and/or geotechnical findings, conditions to zoning approval, legal and regulatory hurdles, including moratoriums on development and redevelopment activities, changes in market and economic conditions, natural disasters and other catastrophic events; damage, vandalism or accidents, higher requirements for capital improvements; decreased demand due to competition or other market and economic conditions, or defects that we do not discover through the inspection processes, which would result in additional expenses beyond those originally expected. In addition, we may not be able to obtain financing on favorable terms, or at all, which may render us unable to proceed with our development activities. We may not be able to complete construction and lease-up of a property on budget and on schedule, which could result in increased debt service expense or construction costs. Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years for significant cash returns. Because we are required to make cash distributions to our stockholders, if the cash flow from operations or refinancing is not sufficient, we may be forced to borrow additional money to fund such distributions. Newly developed and acquired properties may not produce the cash flow that we expect, which could adversely affect our overall financial performance.
We may experience losses caused by severe weather conditions, natural disasters or the physical effects of climate change, which could result in an increase of our or our tenants’ cost of insurance, unanticipated costs associated with evacuation, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property
We maintain or require our tenants to maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that we believe are appropriate given the relative risk and costs of such coverage. However, a large number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weather conditions or natural disasters such as hurricanes, earthquakes, tornadoes and floods, as well as the effects of climate change. We believe, given current industry practice and analysis prepared by outside consultants, that our and our tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes, tornadoes, floods, wildfires and other severe weather conditions and natural disasters, including the effects of climate change. Nevertheless, we are always subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including the costs associated with evacuation. Moreover, an increase in volatility and difficulty predicting adverse weather events, such as the changes in tornado patterns in recent years, may result in additional losses. These losses may lead to an increase of our and our tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss of all or a portion of the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certain circumstances if the cost of insurance exceeds, in our or our tenants’ judgment, the value of the coverage relative to the risk of loss. Also, changes in federal and state legislation and regulation relating to climate change could result in increased capital expenditures to improve the energy efficiency and resiliency of our existing properties and could also necessitate us to spend more on our new development properties without a corresponding increase in revenue.

39


To the extent that significant changes in the climate occur in areas where our communities are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material, including significant property damage to or destruction of our communities, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties without a corresponding increase in revenue, resulting in adverse impacts to our net income.
We may incur costs to remediate environmental contamination at our properties, which could have an adverse effect on our or our obligors’ business or financial condition
Under various laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substances on the property and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardous substances. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. We may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property. Our tenants or borrowers are primarily responsible for the condition of the property. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an interest in them. Those assessments are designed to meet the “all appropriate inquiry” standard, which we believe qualifies us for the innocent purchaser defense if environmental liabilities arise. Based upon such assessments, we do not believe that any of our properties are subject to material environmental contamination. However, environmental liabilities may be present in our properties and we may incur costs to remediate contamination, which could have a material adverse effect on our business or financial condition or the business or financial condition of our obligors.
Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data through phishing or other malicious activity, attempts to interrupt our access to, or use of information technology systems through distributed denial-of-service or ransomware attacks, breaches related to our increased receipt and use of data from multiple sources, and other electronic security breaches or other cybersecurity incidents within our environment or our business partners' environments, including those resulting from human error, product defects and technology failures. Such cyber-attacks can range from individual attempts to gain unauthorized access to our or our business partners' information technology systems to more sophisticated security threats and may be specifically targeted to our business or more general industry wide risks. Our information technology networks, and those of our business partners are essential to our ability to perform day-to-day operations of our business. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing or detecting a cyber-attack. Even the most well-protected information, networks, systems and facilities remain vulnerable because the techniques used in such attempted cybersecurity breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques, implement adequate cybersecurity barriers or other preventative measures, or respond, mitigate the risks from and recover from an attack without operational impact, and thus it is impossible for us to entirely mitigate this risk. We regularly defend against, respond to and mitigate risks from cybersecurity breaches, which to date have not had a material impact on our operations; however, there is no assurance that such impacts will not be material in the future. Cybersecurity incidents could disrupt our or our critical business partners’ business, damage our reputation, cause us to incur significant remediation expense and have a materially adverse effect on our business, financial condition and results of operations. Cybersecurity breaches that compromise proprietary, personal identifying or confidential information of our employees, operators, tenants and partners, or result in operational disruptions, could result in legal claims or proceedings, including enforcement actions by regulators under data privacy regulations.
Evolving privacy regulations could expose our business to reputational harm and losses
Regulatory authorities around the world have implemented or are considering implementing a number of legislative changes or regulations concerning data protection, which have required or may require us to incur additional expenses and may expose us to additional risks. We are subject to numerous laws and regulations governing the protection of personal and confidential information of our clients or employees, including U.S. federal and state laws (including the State of California and HIPAA), and non- U.S. laws, such as the U.K. General Data Protection Regulation and the EU General Data Protection Regulation, which impose a number of obligations on us. These obligations vary from state to state and country to country, but generally have accountability and transparency including consent, detailed information and data removal and security requirements. Some jurisdictions impose the same requirements and restrictions on transfers of data from their jurisdictions to jurisdictions that they do not consider adequate. This may have implications for our cross-border data flows and may result in additional compliance costs.

40


Many jurisdictions assess fines, the magnitude of which may depend on the annual global revenue of the noncompliant company, the nature, gravity and duration of, and the violation. Additionally, in some jurisdictions, data subjects may have a right to compensation for financial or non-financial losses. Complying with these laws may cause us to incur substantial operational and compliance costs or require us to change our business practices. Despite efforts to bring our practices into compliance with these laws, we may not be successful either due to internal or external factors such as resource allocation limitations or a lack of cooperation among our business partners. Non-compliance could result in proceedings against us by governmental entities, regulators, our business partners, residents of our communities, data subjects, suppliers, vendors or other parties. Further, there is a risk that compliance measures we undertake will not be implemented correctly or that individuals within our business or that of our business partners will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative and monetary sanctions, as well as reputational damage, which may have a material adverse effect on our operations, financial condition and prospects.
Our success and the success of our operators and managers depends on key personnel whose continued service is not guaranteed
Our success and the success of our operators and managers depends on the continued availability and service of key personnel, including executive officers and other highly qualified employees, and competition for their talents is intense. There is substantial competition for qualified personnel. We cannot assure you that we will retain our key personnel or that we will be able to recruit and retain other highly qualified employees in the future. Losing any key personnel could, at least temporarily, have a material adverse effect on our business and that of our operators and managers', financial position and results of operations.
Welltower is a holding company with no direct operations, and it relies on funds received from Welltower OP to pay its obligations and make distributions to stockholders
Welltower is a holding company with no direct operations. All of Welltower's property ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in Welltower OP. As a result, Welltower relies on distributions from Welltower OP to make dividend payments and meet its obligations, including any tax liability on taxable income allocated to Welltower from Welltower OP. Welltower exercises exclusive control over Welltower OP, including the authority to cause Welltower OP to make distributions, subject to certain limited approval and voting rights of Welltower OP's other members as described in the Limited Liability Agreement. In addition, because Welltower is a holding company, your claims as stockholders are structurally subordinated to all existing and future liabilities and obligations to preferred equity holders of Welltower OP and its subsidiaries. Therefore, in the event of a bankruptcy, insolvency, liquidation or reorganization of Welltower OP or its subsidiaries, assets of Welltower OP or the applicable subsidiary will be available to satisfy any claims of our stockholders only after such liabilities and obligations have been satisfied in full.
Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.751% as of December 31, 2022. In connection with our future acquisition activities or otherwise, Welltower OP may issue additional Class A Common Units ("OP Units") to third parties and admit additional members. Such issuances would reduce Welltower's percentage ownership in Welltower OP.
Risks Arising from Our Capital Structure
We may become more leveraged
Permanent financing for our investments is typically provided through a combination of public offerings of debt and equity securities and the incurrence or assumption of secured debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicate a greater portion of our cash flow to the payment of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability to obtain additional financing, (4) negatively affect our credit ratings or outlook by one or more of the rating agencies or (5) make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable rate debt. In addition, any changes to benchmark rates may have an uncertain impact on our cost of funds and our access to the capital markets, which could impact our results of operations and cash flows. Uncertainty as to the nature of such potential changes may also adversely affect the trading market for our securities. Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.
Cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels and are made at the discretion of the Board of Directors
If cash available for distribution generated by our assets decreases due to dispositions or otherwise, we may be unable to make dividend distributions at expected levels. Our inability to make expected distributions would likely result in a decrease in the market price of our common stock. All distributions are made at the discretion of our Board of Directors in accordance with Delaware law and depend on our earnings, our financial condition, debt and equity capital available to us, our expectation of our future capital requirements and operating performance, restrictive covenants in our financial and other contractual
41


arrangements, maintenance of our REIT qualification, restrictions under Delaware law and other factors as our Board of Directors may deem relevant from time to time. Additionally, our ability to make distributions will be adversely affected if any of the risks described herein, or other significant adverse events, occur.
We are subject to covenants in our debt agreements that could have a material adverse effect on our business, results of operations and financial condition
Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. Breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, in addition to any other indebtedness cross-defaulted against such instruments. These defaults could have a material adverse effect on our business, results of operations and financial condition.
Limitations on our ability to access capital could have an adverse effect on our ability to make future investments or to meet our obligations and commitments
We cannot assure you that we will be able to raise the capital necessary to make future investments or to meet our obligations and commitments as they mature. Our access to capital depends upon a number of factors over which we have little or no control, including rising interest rates, inflation and other general market conditions; the market’s perception of our growth potential and our current and potential future earnings and cash distributions; the market price of the shares of our common stock and the credit ratings of our debt securities; changes in the credit ratings on U.S. government debt securities; uncertainty from the transition to Secured Overnight Financing Rate ("SOFR") or any other interest rate benchmark; and default or delay in payment by the U.S. of its obligations. We also rely on the financial institutions that are parties to our revolving credit facilities. If these institutions become capital constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our revolving credit facilities and, over time, could negatively impact our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures or make distributions to our stockholders. If our access to capital is limited by these factors or other factors, it could negatively impact our ability to acquire properties, repay or refinance our indebtedness, fund operations or make distributions to our stockholders.
Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital
We plan to manage the company to maintain a capital structure consistent with our current profile, but there can be no assurance that we will be able to maintain our current credit ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our results of operations, liquidity, cash flows, the trading/redemption price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.
Increases in interest rates could have a material adverse effect on our cost of capital, and our decision to hedge against interest rate risk might not be effective
The current high interest rate environment has been increasing interest cost on new and existing variable rate debt.  Such increases in the cost of capital, and any further increases resulting from future interest rate hikes, could adversely impact our ability to finance operations, acquire and develop properties, and refinance existing debt. Additionally, increased interest rates may also result in less liquid property markets, limiting our ability to sell existing assets. Higher interest rates may also lead purchasers of our common stock to demand a greater annual dividend yield, which could adversely affect the market price of our common stock and could result in increased capitalization rates, which may lead to reduced valuation of our assets.
We may from time to time seek to manage our exposure to interest rate volatility with hedging arrangements, which involve additional risks, including the risks that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may reduce the benefits to us if interest rates decline. Developing and implementing an interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations and there can be no assurance that our hedging activities will be effective. Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our business, financial condition and results of operations.
Risks Arising from Our Status as a REIT
We might fail to qualify or remain qualified as a REIT
We intend to operate as a REIT under the Code, and believe we have operated and will continue to operate in such a manner. If we lose our status as a REIT, we will face serious income tax consequences that will substantially reduce the funds available for satisfying our obligations and for distribution to our stockholders because:

42


Welltower would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
Welltower would be subject to increased state and local taxes; and
unless Welltower is entitled to relief under statutory provisions, it could not elect to be subject to tax as a REIT for four taxable    years following the year during which it was disqualified.
Since REIT qualification requires us to meet a number of complex requirements, it is possible that we may fail to fulfill them, and if we do, our earnings will be reduced by the amount of U.S. federal and other income taxes owed. A reduction in our earnings would affect the amount we could distribute to our stockholders. If we do not qualify as a REIT, we will not be required to make distributions to stockholders, since a non-REIT is not required to pay dividends to stockholders in order to maintain REIT status or avoid an excise tax. In addition, if we fail to qualify as a REIT, all distributions to stockholders will continue to be treated as dividends to the extent of our current and accumulated earnings and profits, although corporate stockholders may be eligible for the dividends received deduction, and individual stockholders may be eligible for taxation at the rates generally applicable to long-term capital gains with respect to distributions.
As a result of all these factors, our failure to qualify as a REIT also could impair our ability to implement our business strategy and would adversely affect the value of our common stock. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to remain qualified as a REIT. Although we believe that we qualify as a REIT, we cannot assure you that we will remain qualified as a REIT for U.S. federal income tax purposes.
Failure of Welltower OP to maintain status as a partnership for U.S. federal income tax purposes
We believe Welltower OP qualifies as a partnership for U.S. federal income tax purposes. As a partnership, Welltower OP is generally not subject to U.S. federal income tax on its income. Instead, each of the partners is allocated its share of Welltower OP's income. We cannot assure you, however, that the IRS will not challenge the status of Welltower OP as a partnership for U.S. federal income tax purposes. If the IRS were to successfully challenge the status of Welltower OP as a partnership, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that Welltower OP could make. The treatment of Welltower OP as a corporation would also cause us to fail to qualify as a REIT. This would substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder's investment.
Certain subsidiaries might fail to qualify or remain qualified as a REIT
We own interests in a number of entities which intend to operate as REITs for U.S. federal income tax purposes, some of which we consolidate for financial reporting purposes but each of which is treated as a separate REIT for federal income tax purposes (each a “Subsidiary REIT”). To qualify as a REIT, each Subsidiary REIT must independently satisfy all of the REIT qualification requirements under the Code, together with all other rules applicable to REITs. Provided that each Subsidiary REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets for purposes of the REIT asset tests. If a Subsidiary REIT fails to qualify as a REIT in any taxable year, such Subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent taxable years following the year during which it was disqualified. Any such failure could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT, unless we are able to avail ourselves of certain relief provisions.
The tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes
Any net income of a REIT from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property) is subject to a 100% tax, unless certain safe harbor exceptions apply. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business (other than through a TRS), such characterizations is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders. Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement. This may be due to timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand. In addition, non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event that timing differences occur, or we deem
43


it appropriate to retain cash, we may borrow funds, even if the then-prevailing market conditions are not favorable for these borrowings, issue additional equity securities (although we cannot assure you that we will be able to do so), pay taxable stock dividends, if possible, distribute other property or securities or engage in other transactions intended to enable us to meet the REIT distribution requirements. This may require us to raise additional capital to meet our obligations.
Our use of TRSs is limited under the Code
Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be no assurance that we will be able to comply with the applicable limitation, or that such compliance will not adversely affect our business. Also, our TRSs may not, among other things, operate or manage certain health care facilities, which may cause us to forgo investments we might otherwise make. Finally, we may be subject to a 100% excise tax on the income derived from certain transactions with our TRSs that are not on an arm's-length basis. We believe our arrangements with our TRSs are on arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the 100% excise tax described above, but there can be no assurance that we will be able to avoid application of that tax.
The lease of qualified health care properties to a TRS is subject to special requirements
We lease certain qualified health care properties to TRSs (or subsidiaries of TRSs), which lessees contract with managers (or related parties) to manage the health care operations at these properties. The rents from this TRS lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arm's-length lease of a qualified health care property with a TRS and (2) the manager qualifies as an eligible independent contractor (as defined in the Code). If any of these conditions are not satisfied, then the rents will not be qualifying rents.
If certain sale-leaseback transactions are not characterized by the Internal Revenue Service (“IRS”) as “true leases,” we may be subject to adverse tax consequences
We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future. We intend for any such sale-leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the IRS might take the position that the transaction is not a “true lease” but is more properly treated in some other manner. In the event any sale-leaseback transaction is challenged and successfully re-characterized by the IRS, we would not be entitled to claim the deductions for depreciation and cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated, which may cause us to fail to meet the REIT annual distribution requirements for a taxable year.
We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities
We are subject to taxes in the U.S. and foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat interdependent. Longstanding international norms that determine each country's jurisdiction to tax cross-border international trade are evolving and could reduce the ability of our foreign subsidiaries to deduct for foreign tax purposes the interest they pay on loans from us, thereby increasing the foreign tax liability of the subsidiaries; it is also possible that foreign countries could increase their withholding taxes on dividends and interest.
Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates or changes in tax laws or their interpretation. We are also subject to the examination of our tax returns and other tax matters by the IRS and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If we were subject to review or examination by the IRS or applicable foreign jurisdiction as the result of any new tax law changes, the ultimate determination of which may change our taxes owed for an amount in excess of amounts previously accrued or recorded, our financial condition, operating results, and cash flows could be adversely affected.
The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income tax rules dealing with U.S. federal income taxation and REITs are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations.
We cannot predict how changes in the tax laws in the U.S. or foreign jurisdictions might affect our investors or us. Revisions in tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT, as well as the tax considerations relevant to an investment in us, could cause us to change our investments and commitments, and adversely affect our earnings and cash flow.


44


The impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 is uncertain and may be adverse
For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 ("IRA") imposes among other things, a 15% Corporate Alternative Minimum Tax ("Corporate AMT") on certain U.S. corporations with average adjusted financial statement income in excess of $1 billion. Although, by its terms, the Corporate AMT is not applicable to REITs, it is not certain whether or how the Corporate AMT would apply to our TRSs.
In December 2022, the U.S. Department of the Treasury issued Notice 2023-7, indicating its intention to propose regulations and provide other guidance regarding the Corporate AMT and issuing certain interim rules on which taxpayers may rely. Until further regulations and guidance from the IRS and Treasury are released, the impact of the Corporate AMT on our TRSs is uncertain and it is possible that our TRSs will be subject to material U.S. federal income taxes under the Corporate AMT.
Item 1B. Unresolved Staff Comments
None.
45



Item 2. Properties
We lease our corporate headquarters located at 4500 Dorr Street, Toledo, Ohio 43615. We also lease corporate offices throughout the U.S., Canada and the United Kingdom and have ground leases relating to certain of our properties. The following table sets forth certain information regarding the properties that comprise our consolidated real property and real estate loan investments as of December 31, 2022 (dollars in thousands):
Seniors Housing Operating Triple-net Outpatient Medical
Property Location Number of Properties Total Investment
Annualized Revenues (1)
Number of Properties Total Investment
Annualized Revenues (1)
Number of Properties Total Investment
Annualized Revenues (1)
Alabama 5 $ 56,098 $ 14,082 3 $ 32,944 $ 4,831 6 $ 180,944 $ 12,759
Arkansas 1 28,634 4,636 1 21,101 4,126
Arizona 12 257,315 49,673 7 77,297 9,873
California 103 3,622,974 825,685 23 429,725 67,220 42 1,009,678 107,924
Colorado 16 492,334 113,236 8 223,886 22,444
Connecticut 5 108,606 18,685 4 81,982 1,761 7 100,439 9,060
District Of Columbia 2 98,890 13,695
Delaware 7 82,287 28,654 4 108,537 15,983
Florida 26 852,694 174,325 43 473,995 54,592 25 228,998 54,370
Georgia 15 242,060 55,073 3 37,748 3,726 12 206,707 33,173
Hawaii 1 72,197 19,207
Iowa 9 121,634 34,521 7 54,697 4,335
Idaho 5 85,097 6,597 2 48,932 4,989
Illinois 36 593,381 156,924 23 329,716 28,257 7 106,322 15,205
Indiana 8 221,430 37,627 27 401,856 48,528
Kansas 10 150,366 47,729 20 170,160 21,711
Kentucky 4 59,775 15,604 3 50,596 5,491
Louisiana 6 110,579 30,427 2 39,387 3,150
Massachusetts 16 479,962 80,746 9 184,382 10,136 7 100,984 8,949
Maryland 10 485,082 98,579 21 258,479 31,931 12 245,700 24,302
Maine 1 22,821 11,759
Michigan 26 429,345 101,797 25 240,373 26,807 13 183,550 24,168
Minnesota 3 76,447 13,070 12 225,611 23,456 7 141,675 31,718
Missouri 9 169,720 22,413 12 183,171 22,980
Mississippi 3 28,617 12,272 1 33,951 2,342
Montana 2 24,572 7,874
North Carolina 10 308,638 52,360 51 479,391 58,461 25 622,716 52,683
North Dakota 1 13,012 1,385
Nebraska 9 125,203 20,149 1 10,693 2,285
New Hampshire 3 87,063 8,090
New Jersey 28 703,917 216,156 29 585,422 58,196 15 333,582 45,012
Nevada 7 126,258 33,248 8 125,313 10,184
New York 41 823,123 175,092 4 36,960 7,442 15 409,221 33,538
Ohio 47 892,834 162,312 41 402,434 43,100 7 97,408 2,566
Oklahoma 13 166,691 40,536 12 92,244 13,665 2 13,244 2,882
Oregon 14 158,195 45,605 1 2,428 886 1 41,946 3,155
Pennsylvania 24 386,404 100,825 56 574,040 94,479 5 84,040 6,147
South Carolina 5 82,791 19,669 7 32,595 5,261 2 9,556 1,940
Tennessee 10 199,251 43,621 6 60,628 7,551 3 64,860 9,078
Texas 76 1,541,846 337,768 23 338,227 39,233 59 1,069,580 107,365
Utah 4 72,461 23,859 1 21,749 1,887
Virginia 9 366,086 102,450 29 374,359 55,165 6 106,869 13,916
Washington 34 893,930 201,840 7 86,874 7,994 8 178,104 27,753
Wisconsin 2 18,823 7,108 5 84,390 10,230 5 84,634 9,472
West Virginia 1 6,208 1,050
Total domestic 678 $ 15,939,443 $ 3,586,963 510 $ 6,522,023 $ 778,959 323 $ 6,121,215 $ 693,914
Canada 107 2,372,861 455,321 6 129,250 10,467
United Kingdom 65 1,844,178 430,355 54 1,210,849 150,329
Total international 172 $ 4,217,039 $ 885,676 60 $ 1,340,099 $ 160,796 $ $
Grand total 850 $ 20,156,482 $ 4,472,639 570 $ 7,862,122 $ 939,755 323 $ 6,121,215 $ 693,914
(1) Represents revenue for the month ended December 31, 2022 annualized.

46


The following table sets forth occupancy and average annualized revenues for certain property types (excluding investments in unconsolidated entities):
Occupancy (1)
Average Annualized Revenues (2)
2022 2021 2022 2021
Seniors Housing Operating (3)
78.1% 76.4% $ 49,987 $ 48,300 per unit
Triple-net (4)
76.2% 73.0% 17,330 19,675 per bed/unit
Outpatient Medical (5)
95.2% 95.4% 38 37 per sq. ft.
(1) We use unaudited, periodic financial information provided solely by tenants/borrowers to calculate occupancy for properties other than Outpatient Medical buildings and have not independently verified the information.
(2) Represents December annualized revenues divided by total beds, units or square feet in service, as presented in the tables above.
(3) Occupancy represents average occupancy of properties in service for the three months ended December 31.
(4) Occupancy represents average quarterly operating occupancy based on the quarters ended September 30 and excludes properties that are unstabilized, closed or for which data is not available or meaningful.
(5) Occupancy represents the percentage of total rentable square feet leased and occupied (including month-to-month and holdover leases and excluding terminations) as of December 31.

The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, 2022 (dollars in thousands):
Expiration Year (1)
2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Thereafter
Triple-net:
Properties
3 4 15 50 2 4 4 34 6 88 337
Base rent (2)
$ 5,169 $ 13,088 $ 6,612 $ 43,465 $ 1,182 $ 5,246 $ 4,001 $ 68,919 $ 12,773 $ 65,629 $ 393,268
% of base rent
0.8 % 2.1 % 1.1 % 7.0 % 0.2 % 0.8 % 0.6 % 11.1 % 2.1 % 10.6 % 63.6 %
Units
388 692 451 3,489 180 440 219 3,669 542 4,314 37,320
% of units
0.8 % 1.3 % 0.9 % 6.7 % 0.3 % 0.9 % 0.4 % 7.1 % 1.0 % 8.3 % 72.3 %
Outpatient Medical:
Square feet
2,046,278 1,844,706 1,210,369 1,266,337 1,397,012 1,070,909 997,165 1,145,303 1,615,952 1,171,514 3,656,379
Base rent (2)
$ 58,210 $ 56,157 $ 36,284 $ 36,568 $ 38,694 $ 28,656 $ 28,013 $ 31,524 $ 44,050 $ 34,704 $ 97,020
% of base rent
11.9 % 11.5 % 7.4 % 7.5 % 7.9 % 5.8 % 5.7 % 6.4 % 9.0 % 7.1 % 19.8 %
Leases
436 319 241 209 201 145 76 83 63 124 421
% of leases
18.8 % 13.8 % 10.4 % 9.0 % 8.7 % 6.3 % 3.3 % 3.6 % 2.7 % 5.3 % 18.1 %
(1) Excludes investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in 2023.
(2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.
Item 3. Legal Proceedings
From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business.  Management does not believe that the resolution of any of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. Further, from time to time, we are party to certain legal proceedings for which third parties, such as tenants, operators and/or managers are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages.  In other matters, we are being defended by tenants and other obligated third parties and these indemnitors may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors’ ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, results of operations or financial condition. It is management’s opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management’s view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition.
Item 4. Mine Safety Disclosures
None.
47


PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock trades on the New York Stock Exchange (NYSE:WELL). There were 3,002 stockholders of record as of February 16, 2023.
Stockholder Return Performance Presentation
The graph and table below compares the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the S&P Composite-500 Stock Index and the FTSE NAREIT Equity Index. The data are based on the closing prices as of December 31 for each of the five years presented. 2017 equals $100 and dividends are assumed to be reinvested.
well-20221231_g2.jpg
12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022
S & P 500 $ 100.00 $ 95.62 $ 125.72 $ 148.85 $ 191.58 $ 156.88
Welltower Inc. 100.00 115.30 141.86 117.05 160.34 126.40
FTSE NAREIT Equity 100.00 95.38 120.17 110.56 158.36 119.78
Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such Acts.
During the three months ended December 31, 2022, we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards. Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, 2022 are shown in the table below:
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program
October 1, 2022 through October 31, 2022 285 $ 64.32 $
November 1, 2022 through November 30, 2022 3,000,000,000
December 1, 2022 through December 31, 2022 3,000,000,000
Totals 285 $ 64.32 $ 3,000,000,000
On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the "Stock Repurchase Program"). Under the Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately-negotiated transactions, through block trades, by effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares. We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended December 31, 2022.
48


Item 6. [Reserved]
49

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE SUMMARY
Company Overview
Business Strategy
Key Transactions
Key Performance Indicators, Trends and Uncertainties
Corporate Governance
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
Off-Balance Sheet Arrangements
Contractual Obligations
Capital Structure
RESULTS OF OPERATIONS
Summary
Seniors Housing Operating
Triple-net
Outpatient Medical
Non-Segment/Corporate
OTHER
Non-GAAP Financial Measures
Critical Accounting Policies and Estimates
50

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above.
On March 7, 2022, we announced our intent to complete an UPREIT reorganization. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower. In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC. Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial assets or liabilities, other than through its investment in Welltower OP.
Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.
Executive Summary
Company Overview
Welltower Inc. (NYSE:WELL), 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 Inc., a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States ("U.S."), Canada and the United Kingdom ("U.K."), consisting of seniors housing and post-acute communities and outpatient medical properties.
Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.751% as of December 31, 2022. All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower Inc. has no material assets or liabilities other than its investment in Welltower OP. Welltower Inc. issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP, and Welltower Inc. has fully and conditionally guaranteed all existing and future senior unsecured notes.
The following table summarizes our consolidated portfolio for the year ended December 31, 2022 (dollars in thousands):
Percentage of Number of
Type of Property
NOI (1)
NOI Properties
Seniors Housing Operating $ 953,372 41.2 % 850
Triple-net 887,024 38.3 % 570
Outpatient Medical 472,760 20.5 % 323
Totals $ 2,313,156 100.0 % 1,743
(1) Represents consolidated net operating income ("NOI") and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. See Non-GAAP Financial Measures for additional information and reconciliation.
The COVID-19 pandemic has had and may continue to have material and adverse effects on our financial condition, results of operations and cash flows in the future. The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the effectiveness of vaccines, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, the overall pace of recovery, among others.
Our Seniors Housing Operating revenues are dependent on occupancy which has increased during the year ended December 31, 2022. As of December 31, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining activities.
We have incurred increased operational costs as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor, personal protective equipment and sanitation. We expect total Seniors Housing Operating expenses to remain elevated as many of these additional health and safety measures have become standard practice.
51

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Triple-net operators are experiencing similar trends related to occupancy and operating costs as described a bove with respect to our Seniors Housing Operating properties. However, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) Paycheck Protection Program and Provider Relief Fund.
Business Strategy
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
Substantially all of our revenues are derived from operating lease rentals, resident fees and services and interest earned on outstanding loans receivable. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs and market conditions among other things. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment.
In addition to our asset management and research efforts, we also aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.
For the year ended December 31, 2022, resident fees and services and rental income represented 71% and 25%, respectively, of total revenues. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.
Our primary sources of cash include resident fees and services, rent and interest receipts, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.
We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from NOI and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving credit facility and commercial paper program, has historically been provided through a combination of the issuance of public debt and equity securities and the incurrence or assumption of secured debt.
Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future. To the extent that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investment dispositions in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program. At December 31, 2022, we had $631,681,000 of cash and cash equivalents, $90,611,000 of restricted cash and $4,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.
52

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Transactions
Capital The following summarizes key capital transactions that occurred during the year ended December 31, 2022:
In March 2022, we completed the issuance of $550,000,000 senior unsecured notes bearing interest at 3.85% with a maturity date of June 2032.
In April 2022, we entered into an amended and restated ATM Program (as defined below) pursuant to which we may offer and sell up to $3,000,000,000 of common stock from time to time. During 2022, we sold 37,905,638 shares of common stock under our current and previous ATM Programs via forward sale agreements, generating gross proceeds of approximately $3,280,798,000. The sale of these shares and the settlement of outstanding forward sales from prior years resulted in gross proceeds of approximately $3,715,971,000.
In June 2022, we closed on an amended $5,200,000,000 unsecured credit facility with improved pricing across our term loans. The credit facility includes $4,000,000,000 of revolving credit capacity at a borrowing rate of 77.5 basis points over the adjusted SOFR rate, $1,000,000,000 of USD term loan capacity at a borrowing rate of 85.0 basis points over the adjusted SOFR rate and $250,000,000 CAD term loan capacity at 85.0 basis points over CDOR.
We extinguished $399,066,000 of secured debt at a blended average interest rate of 5.54% throughout 2022.
Inve stments The following summarizes property acquisitions and joint venture investments completed during the year ended December 31, 2022 (dollars in thousands):
Properties
Book Amount (1)
Capitalization Rates (2)
Seniors Housing Operating 77 $ 2,511,408 4.7%
Triple-net 5 66,784 0.2%
Outpatient Medical 12 360,905 5.4%
Totals 94 $ 2,939,097 4.6%
(1) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information.
(2) Represents annualized contractual or projected NOI to be received in cash divided by investment amounts.
Dispositions The following summarizes property dispositions completed during the year ended December 31, 2022 (dollars in thousands):
Properties
Proceeds (1)
Book Amount (2)
Capitalization Rates (3)
Seniors Housing Operating 5 $ 88,815 $ 85,413 —%
Triple-net 11 109,917 89,827 3.8%
Outpatient Medical 764 393 —%
Totals 16 $ 199,496 $ 175,633 3.8%
(1) Represents pro rata proceeds received upon disposition including any seller financing.
(2) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information.
(3) Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price. Excludes properties sold that were recent development conversions.
Dividends Our Board of Directors declared a cash dividend for the quarter ended December 31, 2022 of $0.61 per share. On March 8, 2023, we will pay our 207th consecutive quarterly dividend payment to stockholders of record on February 28, 2023.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions, and for budget planning purposes.
Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) per the Consolidated Statements of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies.



53

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Net income $ 160,568 $ 374,479 $ 1,038,852
Net income attributable to common stockholders 141,214 336,138 978,844
Funds from operations attributable to common stockholders 1,478,072 1,220,722 1,102,562
Consolidated net operating income 2,301,845 1,967,553 2,008,144
Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and restricted cash. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:
Year Ended December 31,
2022 2021 2020
Net debt to book capitalization ratio 39.5% 42.2% 40.8%
Net debt to undepreciated book capitalization ratio 32.1% 34.9% 33.8%
Net debt to market capitalization ratio 29.5% 25.9% 29.6%
Interest coverage ratio 3.73x 3.89x 5.04x
Fixed charge coverage ratio 3.37x 3.43x 4.49x
Adjusted interest coverage ratio 3.94x 3.89x 3.97x
Adjusted fixed charge coverage ratio 3.56x 3.43x 3.54x
Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various property types. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or international equivalents). The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below:
December 31, (1)
2022 2021 2020
Property mix:
Seniors Housing Operating 41% 35% 38%
Triple-net 38% 43% 37%
Outpatient Medical 21% 22% 25%
Relationship mix:
ProMedica 10% 12% 11%
Sunrise Senior Living 7% 10% 13%
Atria Senior Living (2)
6% 2% —%
HC-One Group 4% 3% —%
Cogir Management Corporation 3% 2% 2%
Remaining 70% 71% 74%
Geographic mix:
California 14% 13% 14%
United Kingdom 10% 13% 10%
Texas 8% 8% 9%
Canada 6% 6% 6%
New Jersey 6% 6% 5%
Remaining 56% 54% 56%
(1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.
(2) Year ended December 31, 2022 includes $58,621,000 of income recognized upon termination of a lease. See Note 3 to our consolidated financial statements for further details.
54

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the 147 skilled nursing properties and amended the lease on the remaining 58 assisted living and memory care properties that continue to be held by the Welltower/ProMedica joint venture. The 58 assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty.
Concurrently with the above, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio. Approximately 15 regional operators will enter into subleases with Integra to operate the properties. Also in December 2022, we sold to Integra a 15% ownership interest in 54 of those skilled nursing facilities for approximately $73 million. This transaction represents the initial tranche of the newly formed joint venture owned 85% by Welltower and 15% by Integra, which is anticipated to include the 147 skilled nursing facilities. In January 2023, Integra acquired a 15% interest in 31 of the remaining 93 skilled nursing facilities for approximately $74 million, representing the second tranche of the WELL/Integra joint venture. Integra is expected to buy into the remaining 62 assets throughout 2023.
ProMedica NOI for the year ended December 31, 2022 was comprised of $59,687,000 relating to the 58 assisted living and memory care properties (3% of total NOI) and $180,441,000 relating to the 147 skilled nursing properties (8% of total NOI).
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — Risk Factors” and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to “Item 1 — Business,” “Item 1A — Risk Factors” in this Annual Report on Form 10-K for further discussion of these risk factors.
Corporate Governance
Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources of cash include resident fees and services, rent and interest receipts, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 $ % 2020 $ % $ %
Cash, cash equivalents and restricted cash at beginning of period $ 346,755 $ 2,021,043 $ (1,674,288) -83 % $ 385,766 $ 1,635,277 424 % $ (39,011) -10 %
Net cash provided from (used in):
Operating activities 1,328,708 1,275,325 53,383 4 % 1,364,756 (89,431) -7 % (36,048) -3 %
Investing activities (3,703,815) (4,516,268) 812,453 -18 % 2,347,928 (6,864,196) n/a (6,051,743) n/a
Financing activities 2,761,277 1,567,664 1,193,613 76 % (2,080,858) 3,648,522 n/a 4,842,135 n/a
Effect of foreign currency translation (10,633) (1,009) (9,624) 954 % 3,451 (4,460) n/a (14,084) n/a
Cash, cash equivalents and restricted cash at end of period $ 722,292 $ 346,755 $ 375,537 108 % $ 2,021,043 $ (1,674,288) -83 % $ (1,298,751) -64 %
55

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Activities The changes in net cash provided from operating activities was immaterial. Please see “Results of Operations” for discussion of net income fluctuations. For the years ended December 31, 2022, 2021 and 2020, cash flows from operations exceeded cash distributions to stockholders.
Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities, which are summarized above in “Key Transactions.” Please refer to Notes 3 and 5 of our consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 $ % 2020 $ % $ %
New development $ 631,737 $ 417,963 $ 213,774 51 % $ 201,336 $ 216,627 108 % $ 430,401 214 %
Recurring capital expenditures, tenant improvements and lease commissions 198,576 99,994 98,582 99 % 83,146 16,848 20 % 115,430 139 %
Renovations, redevelopments and other capital improvements 277,440 182,594 94,846 52 % 161,843 20,751 13 % 115,597 71 %
Total $ 1,107,753 $ 700,551 $ 407,202 58 % $ 446,325 $ 254,226 57 % $ 661,428 148 %
The change in new development is primarily due to the number and size of construction projects on-going during the relevant periods. Renovations, redevelopments and other capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization. The increase in overall development and recurring capital expenditures, tenant improvements and lease commissions is due primarily to portfolio growth and increased spending after a contraction during the pandemic.
Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments which are summarized above in “Key Transactions.” Please refer to Notes 10, 11 and 14 of our consolidated financial statements for additional information.
In March 2022, we completed the issuance of $550,000,000 senior unsecured notes with a maturity date of June 2032. In April 2022, we closed on an amended $5,200,000,000 unsecured credit facility, increasing our term loan capacity by $500,000,000. As of December 31, 2022 , we have total near-term available liquidity of approximatel y $4.7 billion.
Off-Balance Sheet Arrangements
At December 31, 2022 , we had investments in unconsolidated entities with our ownership generally ranging from 10% to 88%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At December 31, 2022 , we had 21 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our consolidated financial statements for additional information.














56

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of December 31, 2022 (in thousands):
Payments Due by Period
Contractual Obligations Total 2023 2024-2025 2026-2027 Thereafter
Senior unsecured notes and term credit facilities: (1)
U.S. Dollar senior unsecured notes $ 9,900,000 $ $ 2,600,000 $ 1,200,000 $ 6,100,000
Canadian Dollar senior unsecured notes (2)
221,697 221,697
Pounds Sterling senior unsecured notes (2)
1,268,085 1,268,085
U.S. Dollar term credit facility 1,010,000 10,000 1,000,000
Canadian Dollar term credit facility (2)
184,747 184,747
Secured debt: (1,2)
Consolidated 2,129,954 627,672 612,517 311,945 577,820
Unconsolidated
1,306,025 234,613 696,987 178,010 196,415
Contractual interest obligations: (3)
Senior unsecured notes and term loans (2)
3,980,016 511,574 920,126 735,555 1,812,761
Consolidated secured debt (2)
327,455 80,305 104,845 69,626 72,679
Unconsolidated secured debt (2)
181,592 35,550 67,524 29,387 49,131
Finance lease liabilities (4)
206,489 72,218 5,591 3,538 125,142
Operating lease liabilities (4)
963,239 20,279 35,556 31,350 876,054
Purchase obligations (5)
2,096,349 1,230,913 799,826 65,610
Total contractual obligations $ 23,775,648 $ 2,813,124 $ 5,852,972 $ 4,031,465 $ 11,078,087
(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the Consolidated Balance Sheets.
(2) Based on foreign currency exchange rates in effect as of balance sheet date.
(3) Based on variable interest rates in effect as of December 31, 2022.
(4) See Note 6 to our consolidated financial statements for additional information.
(5) See Note 13 to our consolidated financial statements for additional information.
Capital Structure
Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2022, we were in compliance in all material respects with the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.
On April 1, 2022, Welltower Inc. and Welltower OP LLC jointly filed with the Securities and Exchange Commission (the “SEC”) an open-ended automatic or “universal” shelf registration statement on Form S-3 covering an indeterminate amount of future offerings of Welltower Inc.’s debt securities, common stock, preferred stock, depositary shares, guarantees of debt securities issued by Welltower OP LLC, warrants and units and Welltower OP LLC’s debt securities and guarantees of debt securities issued by Welltower Inc. to replace Old Welltower’s existing “universal” shelf registration statement filed with the SEC on May 4, 2021. On April 1, 2022, Welltower Inc. also filed with the SEC a registration statement in connection with its enhanced dividend reinvestment plan (“DRIP”) under which it may issue up to 15,000,000 shares of common stock to replace Old Welltower’s existing DRIP registration statement on Form S-3 filed with the SEC on May 4, 2021. As of February 16, 2023, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement. On April 4, 2022, Welltower Inc. entered into (i) a second amended and restated equity distribution agreement (the “EDA”) with (i) Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BOK Financial Securities, Inc., Capital One Securities Inc., Citigroup Global Markets Inc., Comerica Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, JMP Securities LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities
57

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Americas Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents and forward sellers and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to $3,000,000,000 aggregate amount of common stock of Welltower Inc. (together with the existing master forward sale confirmations relating thereto, the “ATM Program”), amending and restating the ATM Program entered into on July 30, 2021 to, among other amendments, increase the total amount of shares of common stock that may be offered and sold under the ATM Program from $2,500,000,000 to $3,000,000,000, which amount excludes shares Old Welltower had previously sold pursuant to the prior program. The ATM Program also allows Welltower Inc. to enter into forward sale agreements. As of February 16, 2023, we had $1,150,202,853 of remaining capacity under the ATM Program and there were no outstanding forward sales agreements. Depending upon market c onditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.
In connection with the filing of the new “universal” shelf registration statement, Welltower Inc. also filed with the SEC two prospectus supplements that will continue offerings that were previously covered by Old Welltower's prospectus supplements and the accompanying prospectus to the prior registration statement relating to: (i) the registration of up to 620,731 shares of common stock of Welltower Inc. (the “DownREIT Shares”), that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT Units”) of HCN G&L DownREIT, LLC, a Delaware limited liability company (the “DownREIT”), tender such DownREIT Units for redemption by the DownREIT, and HCN DownREIT Member, LLC, a majority-owned indirect subsidiary of Welltower Inc. (including its permitted successors and assigns, the “Managing Member”), or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT and to satisfy all or a portion of the redemption consideration by issuing DownREIT Shares to the holders instead of or in addition to paying a cash amount; and (ii) the registration of up to 475,327 shares of common stock of Welltower Inc. (the “DownREIT II Shares”), that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT II Units,” and collectively with the DownREIT Units, the “Units”) of HCN G&L DownREIT II LLC, a Delaware limited liability company (the “DownREIT II”), tender such DownREIT II Units for redemption by the DownREIT II, and the Managing Member, or a designated affiliate of the Managing Member, elects to assume the redemption obligations of the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing DownREIT II Shares to the holders instead of or in addition to paying a cash amount. On July 22, 2022, Welltower Inc. filed with the SEC a prospectus supplement relating to the registration of up to 300,026 shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the "OP Units") of Welltower OP tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount.
Supplemental Guarantor Information
Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by Welltower, and Welltower OP is 99.751% owned by Welltower as of December 31, 2022. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. We have adopted these new rules, which permits subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities, or operations other than financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information from our disclosures.
Results of Operations
Summary
Our primary sources of revenue include resident fees and services, rent and interest income. Our primary expenses include property operating expenses, depreciation and amortization, interest expense, general and administrative expenses, and other expenses. We evaluate our business and make resource allocations on our three business segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI ("SSNOI") and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below. Please see Non-GAAP Financial Measures for additional information and reconciliations related to these supplemental measures.
This section of this Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included
58

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
The following is a summary of our results of operations for the periods presented (dollars in thousands, except per share amounts):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 Amount % 2020 Amount % Amount %
Net income $ 160,568 $ 374,479 $ (213,911) -57 % $ 1,038,852 $ (664,373) -64 % $ (878,284) -85 %
NICS 141,214 336,138 (194,924) -58 % 978,844 (642,706) -66 % (837,630) -86 %
FFO 1,478,072 1,220,722 257,350 21 % 1,102,562 118,160 11 % 375,510 34 %
EBITDA 2,007,702 1,910,611 97,091 5 % 2,601,645 (691,034) -27 % (593,943) -23 %
Adjusted EBITDA 2,122,399 1,913,546 208,853 11 % 2,048,412 (134,866) -7 % 73,987 4 %
NOI 2,301,845 1,967,553 334,292 17 % 2,008,144 (40,591) -2 % 293,701 15 %
Per share data (fully diluted):
Net income attributable to common stockholders (1)
$ 0.30 $ 0.78 $ (0.48) -62 % $ 2.33 $ (1.55) -67 % $ (2.03) -87 %
Funds from operations attributable to common stockholders $ 3.18 $ 2.86 $ 0.32 11 % $ 2.64 $ 0.22 8 % $ 0.54 20 %
Interest coverage ratio 3.73x 3.89x -0.16x -4 % 5.04x -1.15x -23 % -1.31x -26 %
Fixed charge coverage ratio 3.37x 3.43x -0.06x -2 % 4.49x -1.06x -24 % -1.12x -25 %
Adjusted interest coverage ratio 3.94x 3.89x 0.05x 1 % 3.97x -0.08x -2 % -0.03x -1 %
Adjusted fixed charge coverage ratio 3.56x 3.43x 0.13x 4 % 3.54x -0.11x -3 % 0.02x 1 %
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
The following table represents the changes in outstanding common stock for the period from January 1, 2020 to December 31, 2022 (in thousands):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020 Totals
Beginning balance 447,239 417,401 410,257 410,257
Dividend reinvestment plan issuances 264 264
Redemption of OP Units and DownREIT Units 5 5
Option exercises 2 2
ATM Program issuances 43,093 29,667 6,800 79,560
Repurchase of common stock (202) (202)
Other, net 169 171 282 622
Ending balance 490,508 447,239 417,401 490,508
Weighted average number of shares outstanding:
Basic 462,185 424,976 415,451
Diluted 465,158 426,841 417,387
A portion of our earnings are derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs.
Seniors Housing Operating
The following is a summary of our results of operations for the Seniors Housing Operating segment for the years presented (dollars in thousands):
59

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 $ % 2020 $ % $ %
Revenues:
Resident fees and services $ 4,173,711 $ 3,197,223 $ 976,488 31 % $ 3,074,022 $ 123,201 4 % $ 1,099,689 36 %
Interest income 7,867 4,231 3,636 86 % 618 3,613 585 % 7,249 n/a
Other income 63,839 11,796 52,043 441 % 7,223 4,573 63 % 56,616 784 %
Total revenues 4,245,417 3,213,250 1,032,167 32 % 3,081,863 131,387 4 % 1,163,554 38 %
Property operating expenses 3,292,045 2,529,344 762,701 30 % 2,326,311 203,033 9 % 965,734 42 %
NOI (1)
953,372 683,906 269,466 39 % 755,552 (71,646) -9 % 197,820 26 %
Other expenses:
Depreciation and amortization 854,800 593,565 261,235 44 % 544,462 49,103 9 % 310,338 57 %
Interest expense 34,833 39,327 (4,494) -11 % 54,901 (15,574) -28 % (20,068) -37 %
Loss (gain) on extinguishment of debt, net 386 (2,628) 3,014 115 % 12,659 (15,287) -121 % (12,273) -97 %
Provision for loan losses, net 1,039 394 645 164 % 671 (277) -41 % 368 55 %
Impairment of assets 13,146 22,317 (9,171) -41 % 100,741 (78,424) -78 % (87,595) -87 %
Other expenses 66,026 27,132 38,894 143 % 14,265 12,867 90 % 51,761 363 %
970,230 680,107 290,123 43 % 727,699 (47,592) -7 % 242,531 33 %
Income (loss) from continuing operations before income taxes and other items (16,858) 3,799 (20,657) -544 % 27,853 (24,054) -86 % (44,711) -161 %
Income (loss) from unconsolidated entities (53,318) (39,225) (14,093) -36 % (33,857) (5,368) -16 % (19,461) -57 %
Gain (loss) on real estate dispositions, net 5,794 6,146 (352) -6 % 328,249 (322,103) -98 % (322,455) -98 %
Income from continuing operations (64,382) (29,280) (35,102) -120 % 322,245 (351,525) -109 % (386,627) -120 %
Net income (loss) (64,382) (29,280) (35,102) -120 % 322,245 (351,525) -109 % (386,627) -120 %
Less: Net income (loss) attributable to noncontrolling interests (16,258) (2,224) (14,034) -631 % 20,301 (22,525) -111 % (36,559) -180 %
Net income (loss) attributable to common stockholders $ (48,124) $ (27,056) $ (21,068) -78 % $ 301,944 $ (329,000) -109 % $ (350,068) -116 %
(1) See Non-GAAP Financial Measures below.
Resident fees and services and property operating expenses for the year ended December 31, 2022 increased compared to the prior year primarily due to acquisitions and construction conversions, including the acquisition of the Holiday Retirement portfolio on July 30, 2021 for a total purchase price of $1.6 billion. Additionally, our Seniors Housing Operating revenues are dependent on occupancy, which has steadily increased during 2022. As of December 31, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining activities. Average occupancy is as follows:
Three Months Ended (1)
March 31, June 30, September 30, December 31,
2021 72.7% 73.0% 74.9% 76.3%
2022 76.3% 77.1% 78.0% 78.3%
(1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners' noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development.
Effective on April 1, 2022, our leasehold interest relating to the master lease with National Health Investors, Inc. ("NHI") for 17 properties assumed in conjunction with the Holiday Retirement acquisition was terminated as a result of the transition or sale of the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation with NHI. In conjunction with the agreement, a wholly owned subsidiary and the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in conjunction with the lease termination, during the year ended December 31, 2022 we recognized $58,621,000 in other income on our Consolidated Statements of Comprehensive Income, from the derecognition of the right of use asset and related lease liability.
Property-level operating expenses associated with the COVID-19 pandemic relating to our Seniors Housing Operating portfolio totaled $33,099,000, $63,681,000 and $110,719,000 for the years ended December 31, 2022, 2021 and 2020, respectively. These expenses were incurred as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective equipment ("PPE") and supplies. We expect total Seniors Housing Operating expenses to remain elevated as certain of these additional health and safety measures have become standard practice.
We received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic, as well as under similar programs in the U.K. and Canada. We recognized $38,607,000, $97,933,000 and $31,927,000 during the years ended December 31, 2022, 2021 and 2020, respectively. These grants represent a reduction to property operating expenses in our Consolidated Statements of Comprehensive Income. Additionally, during the years ended
60

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
December 31, 2021 and 2020, we recognized $4,642,000 and $3,014,000, respectively, of government grant income in other income in our Consolidated Statements of Comprehensive Income.
The following is a summary of our SSNOI at Welltower's Share for the Seniors Housing Operating segment (dollars in thousands):
QTD Pool YTD Pool
Three Months Ended Change Year Ended Change
December 31, 2022 December 31, 2021 $ % December 31, 2022 December 31, 2021 $ %
SSNOI (1)
$ 184,716 $ 155,608 $ 29,108 18.7 % $ 610,724 $ 548,872 $ 61,852 11.3 %
(1) Rel ates to 654 properties for the QTD Pool and 514 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
During the year ended December 31, 2022, we recorded impairment charges of $13,146,000 related to one held for sale property in which the carrying value exceeded the estimated fair value less costs to sell. During the year ended December 31, 2021, we recorded impairment charges of $22,317,000 related to two held for use properties in which the carrying value exceeded the estimated fair value. Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions and operator transitions. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices.
Depreciation and amortization fluctuates as a result of acquisitions, disposition and transitions. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
During the year ended December 31, 2022, we completed six Seniors Housing Operating construction projects representing $227,796,000 or $333,035 per unit. The following is a summary of our consolidated Seniors Housing Operating construction projects, excluding expansions, pending as of December 31, 2022 (dollars in thousands):

61

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Location Units/Beds Commitment Balance
Est. Completion (2)
New York 72 $ 42,669 $ 31,742 1Q23
Austin 196 39,500 26,555 1Q23 - 2Q23
Dallas 112 38,054 18,570 1Q23
Coventry 76 18,494 14,191 1Q23
Meadville, PA 128 13,996 13,996 1Q23
Dallas 47 13,940 7,118 1Q23
Charlotte 328 91,836 68,821 2Q23 - 3Q23
Austin 188 36,215 31,111 2Q23 - 3Q23
Barnstable Town, MA 120 31,761 31,761 2Q23
Hartford 128 22,362 22,362 2Q23
Hartford 122 20,949 20,949 2Q23
Boston 167 82,446 36,421 3Q23
Phoenix 199 54,754 23,282 3Q23 - 4Q23
Phoenix 204 53,400 24,576 3Q23 - 4Q23
Naples, FL 188 56,910 9,368 4Q23 - 1Q24
Tampa 206 52,493 8,376 4Q23 - 1Q24
Houston 130 32,075 12,504 4Q23 - 1Q24
Kansas City 134 21,279 21,279 4Q23
Cincinnati 122 18,206 5,808 1Q24
Dallas 52 16,531 5,511 1Q24 - 2Q24
Washington D.C. 302 173,548 82,606 2Q24
Boston 160 148,590 72,106 2Q24
Washington D.C. 137 126,200 43,966 2Q24
Killeen, TX 256 66265 9,175 3Q24
3,774 $ 1,272,473 642,154
Austin (1)
5,360
Austin (1)
4,161
Baltimore (1)
10,741
Boise, ID (1)
35,557
Boise, ID (1)
13,323
Boise, ID (1)
5,889
Boston (1)
10,416
Columbus, OH (1)
15,742
Dallas (1)
4,642
Detroit (1)
1,931
Kansas City (1)
15,869
Raleigh, NC (1)
3,733
Sacramento (1)
5,160
Sherman, TX (1)
5,947
Toronto (1)
49,702
Total $ 830,327
(1) Final units/beds, commitment amount and expected conversion date not yet known.
(2) Estimated completion ranges relate to projects to be delivered in phases.
Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt. The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (dollars in thousands):
62

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Year Ended Year Ended Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 1,599,522 2.81% $ 1,706,189 3.05% $ 2,115,037 3.54%
Debt transferred in 32,478 4.79% —% —%
Debt issued 113,183 4.71% 23,569 2.83% 62,055 2.55%
Debt assumed 288,522 4.38% —% —%
Debt extinguished (227,910) 4.34% (77,959) 6.14% (441,208) 2.18%
Principal payments (47,399) 3.27% (50,603) 3.03% (48,498) 3.30%
Foreign currency (56,457) 3.27% (1,674) 2.67% 18,803 2.93%
Ending balance $ 1,701,939 4.32% $ 1,599,522 2.81% $ 1,706,189 3.05%
Monthly averages $ 1,637,810 3.43% $ 1,649,485 2.88% $ 1,875,910 3.19%
The majority of our Seniors Housing Operating properties are formed through partnership interests. Income from unconsolidated entities recognized during the year ended December 31, 2021 includes a gain recognized from the sale of a home health business owned by one of our unconsolidated entities. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures. The decrease compared to the year ended December 31, 2021 relates primarily to our partners' share of reserves for previously recognized straight-line receivables.
Triple-net
The following is a summary of our results of operations for the Triple-net segment for the years presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 $ % 2020 $ % $ %
Revenues:
Rental income $ 782,329 $ 761,441 $ 20,888 3 % $ 733,776 $ 27,665 4 % $ 48,553 7 %
Interest income 142,402 124,540 17,862 14 % 62,625 61,915 99 % 79,777 127 %
Other income 6,776 4,603 2,173 47 % 4,903 (300) -6 % 1,873 38 %
Total revenues 931,507 890,584 40,923 5 % 801,304 89,280 11 % 130,203 16 %
Property operating expenses 44,483 49,462 (4,979) -10 % 53,183 (3,721) -7 % (8,700) -16 %
NOI (1)
887,024 841,122 45,902 5 % 748,121 93,001 12 % 138,903 19 %
Other expenses:
Depreciation and amortization 215,887 220,699 (4,812) -2 % 232,604 (11,905) -5 % (16,717) -7 %
Interest expense 963 6,376 (5,413) -85 % 9,477 (3,101) -33 % (8,514) -90 %
Loss (gain) on derivatives and financial instruments, net 8,334 (7,333) 15,667 214 % 11,049 (18,382) -166 % (2,715) -25 %
Loss (gain) on extinguishment of debt, net 80 80 n/a n/a 80 n/a
Provision for loan losses, net 9,289 10,339 (1,050) -10 % 90,563 (80,224) -89 % (81,274) -90 %
Impairment of assets 3,595 26,579 (22,984) -86 % 34,867 (8,288) -24 % (31,272) -90 %
Other expenses 13,043 4,189 8,854 211 % 22,923 (18,734) -82 % (9,880) -43 %
251,191 260,849 (9,658) -4 % 401,483 (140,634) -35 % (150,292) -37 %
Income from continuing operations before income taxes and other items 635,833 580,273 55,560 10 % 346,638 233,635 67 % 289,195 83 %
Income (loss) from unconsolidated entities 34,495 20,687 13,808 67 % 18,462 2,225 12 % 16,033 87 %
Gain (loss) on real estate dispositions, net 16,648 135,881 (119,233) -88 % 64,288 71,593 111 % (47,640) -74 %
Income from continuing operations 686,976 736,841 (49,865) -7 % 429,388 307,453 72 % 257,588 60 %
Net income 686,976 736,841 (49,865) -7 % 429,388 307,453 72 % 257,588 60 %
Less: Net income attributable to noncontrolling interests 28,958 35,653 (6,695) -19 % 39,985 (4,332) -11 % (11,027) -28 %
Net income attributable to common stockholders $ 658,018 $ 701,188 $ (43,170) -6 % $ 389,403 $ 311,785 80 % $ 268,615 69 %
(1) See Non-GAAP Financial Measures below.
Rental income has increased primarily due to the timing of the establishment of reserves for straight-line rent receivable balances relating to leases for which collection of substantially all contractual lease payments is no longer deemed probable. During the year ended December 31, 2021, we recorded reserves for previously recognized straight-line rent receivables of $49,241,000 which resulted in reduced rental income for the period. Offsetting the impact of straight-line changes, we have disposed of ten properties with a book value of $89,827,000 during 2022 and 51 properties with a book value of $486,369,000 during 2021.
63

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may not continue to increase. For the year ended December 31, 2022, we had 50 leases with rental rate increasers ranging from 0.26% to 57.76% in our Triple-net portfolio. Our Triple-net operators are experiencing similar impacts on occupancy and operating costs due to the COVID-19 pandemic as described above with respect to our Seniors Housing Operating properties. Long-term/post-acute facilities have generally experienced a higher degree of occupancy declines, which in some cases impacted the ability of our Triple-net operators to make contractual rent payments to us. However, many of our Triple-net operators received funds under the CARES Act Paycheck Protection Program and Provider Relief Fund.
The increase to interest income during the year ended December 31, 2022 is primarily driven by interest recognized on senior loan financings of £540,000,000 made to affiliates of Safanad as part of the recapitalization of its investment in HC-One Group during the second quarter of 2021. Additionally, during the year ended December 31, 2021, we recognized a provision for loan losses under the current expected credit losses accounting standard, primarily related to the initial recognition of that loan. The provision for loan loss recognized during the year ended December 31, 2022 is primarily related to $11,714,000 of specific reserves recognized on a held to maturity debt security, offset by the release of previously established allowances for credit losses due to loan repayments.
The following is a summary of our SSNOI at Welltower's Share for the Triple-net segment (dollars in thousands):
QTD Pool YTD Pool
Three Months Ended Change Year Ended Change
December 31, 2022 December 31, 2021 $ % December 31, 2022 December 31, 2021 $ %
SSNOI (1)
$ 127,296 $ 122,059 $ 5,237 4.3 % $ 455,823 $ 433,826 $ 21,997 5.1 %
(1) Relate s to 427 properties for the QTD Pool and 398 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
Depreciation and amortization fluctuate as a result of the acquisitions, dispositions and transitions of triple-net properties. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
During the year ended December 31, 2022, we recorded impairment charges of $3,595,000 related to two held for use properties. During the year ended December 31, 2021, we recorded impairment charges of $26,579,000 related to four held for sale or sold properties and two held for use properties. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices.
During the year ended December 31, 2022, there were no Triple-net construction projects completed; however, four projects transitioned out of the Triple-net segment and into the Seniors Housing Operating segment. Additionally, one project transitioned from consolidated to unconsolidated. The following is a summary of our consolidated Triple-net construction projects, excluding expansions, pending as of December 31, 2022 (dollars in thousands):
Location Units/Beds Commitment Balance Est. Completion
Raleigh 191 $ 154,142 $ 120,011 2Q23
During the years ended December 31, 2022 and 2021, loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market of the equity warrants received as part of the Safanad/HC-One transaction that closed in the second quarter of 2021. In addition, the mark-to-market adjustment on our Genesis Healthcare available-for-sale investment is reflected in all periods.
Interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The following is a summary of our Triple-net secured debt principal activity for the periods presented (dollars in thousands):
64

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Year Ended Year Ended Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 72,536 4.57% $ 123,652 4.91% $ 306,038 3.60%
Debt assumed 39,574 16.68% —% —%
Debt extinguished (39,574) 16.68% (46,402) 5.43% (176,875) 2.03%
Debt transferred out (32,478) 4.79% —% —%
Principal payments (879) 4.37% (4,679) 5.14% (4,376) 5.16%
Foreign currency —% (35) 5.43% (1,135) 2.97%
Ending balance $ 39,179 4.39% $ 72,536 4.57% $ 123,652 4.91%
Monthly averages $ 39,584 4.39% $ 117,966 4.90% $ 215,796 3.85%
A portion of our Triple-net properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The increase in income from unconsolidated entities during the year ended December 31, 2022 is primarily related to the write off of a right of use asset and related lease liability on an unconsolidated joint venture that was restructured during the year. Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner. The decrease in net income attributable to noncontrolling interests for the year ended December 31, 2022 compared to 2021 is related to the increase in ownership in existing Triple-net joint ventures.
Outpatient Medical
The following is a summary of our results of operations for the Outpatient Medical segment for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 $ % 2020 $ % $ %
Revenues:
Rental income $ 669,457 $ 613,254 $ 56,203 9 % $ 709,584 $ (96,330) -14 % $ (40,127) -6 %
Interest income 302 8,792 (8,490) -97 % 5,913 2,879 49 % (5,611) -95 %
Other income 8,998 13,243 (4,245) -32 % 4,522 8,721 193 % 4,476 99 %
Total revenues 678,757 635,289 43,468 7 % 720,019 (84,730) -12 % (41,262) -6 %
Property operating expenses 205,997 186,939 19,058 10 % 214,948 (28,009) -13 % (8,951) -4 %
NOI (1)
472,760 448,350 24,410 5 % 505,071 (56,721) -11 % (32,311) -6 %
Other expenses:
Depreciation and amortization 239,681 223,302 16,379 7 % 261,371 (38,069) -15 % (21,690) -8 %
Interest expense 18,078 17,506 572 3 % 17,579 (73) % 499 3 %
Loss (gain) on extinguishment of debt, net 15 (4) 19 475 % 1,046 (1,050) -100 % (1,031) -99 %
Provision for loan losses, net (8) (3,463) 3,455 100 % 3,202 (6,665) -208 % (3,210) -100 %
Impairment of assets 761 2,211 (1,450) -66 % 2,211 n/a 761 n/a
Other expenses 2,537 2,523 14 1 % 8,218 (5,695) -69 % (5,681) -69 %
261,064 242,075 18,989 8 % 291,416 (49,341) -17 % (30,352) -10 %
Income from continuing operations before income taxes and other item 211,696 206,275 5,421 3 % 213,655 (7,380) -3 % (1,959) -1 %
Income (loss) from unconsolidated entities (2,467) (4,395) 1,928 44 % 7,312 (11,707) -160 % (9,779) -134 %
Gain (loss) on real estate dispositions, net (6,399) 93,348 (99,747) -107 % 695,918 (602,570) -87 % (702,317) -101 %
Income from continuing operations 202,830 295,228 (92,398) -31 % 916,885 (621,657) -68 % (714,055) -78 %
Net income (loss) 202,830 295,228 (92,398) -31 % 916,885 (621,657) -68 % (714,055) -78 %
Less: Net income (loss) attributable to noncontrolling interests 7,180 4,916 2,264 46 % (278) 5,194 n/a 7,458 n/a
Net income (loss) attributable to common stockholders $ 195,650 $ 290,312 $ (94,662) -33 % $ 917,163 $ (626,851) -68 % $ (721,513) -79 %
(1) See Non-GAAP Financial Measures below.
Rental income has increased due primarily to acquisitions and construction conversions that occurred during 2021 and 2022. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income. For the year ended December 31, 2022, our consolidated Outpatient Medical portfolio signed 435,000 square feet of new leases and 1,826,000 square feet of renewals. The weighted-average term of these leases was seven years, with a rate of $38.19 per square foot and tenant improvement and lease commission costs of $26.77 per square foot. Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 1.0% to 7.0%.
65

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The decrease in interest income for the year ended December 31, 2022 is due primarily to a $178,207,000 first mortgage initiated in August 2020, which was subsequently repaid in full in June of 2021, resulting in the reversal of the previously established allowance for credit losses.
The fluctuation in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during 2021 and 2022. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.
The following is a summary of our SSNOI at Welltower Share for the Outpatient Medical segment (dollars in thousands):
QTD Pool YTD Pool
Three Months Ended Change Year Ended Change
December 31, 2022 December 31, 2021 $ % December 31, 2022 December 31, 2021 $ %
SSNOI (1)
$ 107,867 $ 105,260 $ 2,607 2.5 % $ 403,520 $ 395,379 $ 8,141 2.1 %
(1) Rel ates to 361 properties for the QTD Pool and 349 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
During the year ended December 31, 2022, we recognized an impairment charge of $761,000 related to one held for use property. During the year ended December 31, 2021, we recognized an impairment charge of $2,211,000 related to one held for sale property. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs. Changes in gains/losses on sales of properties are related to volume of property sales and the sales prices.
During the year ended December 31, 2022, we completed two Outpatient Medical construction projects representing $44,778,000 or $383 per square foot. The following is a summary of our consolidated Outpatient Medical construction projects, excluding expansions, pending as of December 31, 2022 (dollars in thousands):
Location Square Feet Commitment Balance Est. Completion
Houston 16,835 $ 9,935 $ 5,796 1Q23
Beaumont-Port Arthur, TX 33,000 11,822 5,525 2Q23
Houston 16,830 9,077 4,328 2Q23
66,665 $ 30,834 15,649
Charlotte, NC (1)
33,376
$ 49,025
(1) Final square feet, commitment amount and expected conversion date not yet known.
Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, extinguishments and principal amortizations. The following is a summary of our Outpatient Medical secured debt principal activity for the periods presented (dollars in thousands):
Year Ended Year Ended Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 530,254 3.49% $ 548,229 3.55% $ 572,267 3.97%
Debt extinguished (131,582) 4.26% (7,670) 5.64% (14,205) 5.34%
Principal payments (9,836) 4.45% (10,305) 4.43% (9,833) 4.60%
Ending balance $ 388,836 4.38% $ 530,254 3.49% $ 548,229 3.55%
Monthly averages $ 485,161 3.89% $ 540,947 3.52% $ 562,017 3.72%
A portion of our Outpatient Medical properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.





66

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-Segment/Corporate
The following is a summary of our results of operations for the Non-Segment/Corporate activities for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 $ % 2020 $ % $ %
Revenues:
Other income $ 4,934 $ 2,992 $ 1,942 65 % $ 2,781 $ 211 8 % $ 2,153 77 %
Total revenues 4,934 2,992 1,942 65 % 2,781 211 8 % 2,153 77 %
Property operating expenses 16,245 8,817 7,428 84 % 3,381 5,436 161 % 12,864 380 %
NOI (1)
(11,311) (5,825) (5,486) -94 % (600) (5,225) -871 % (10,711) n/a
Other expenses:
Interest expense 475,645 426,644 49,001 11 % 432,431 (5,787) -1 % 43,214 10 %
General and administrative expenses 150,390 126,727 23,663 19 % 128,394 (1,667) -1 % 21,996 17 %
Loss (gain) on extinguishments of debt, net 199 52,506 (52,307) -100 % 33,344 19,162 57 % (33,145) -99 %
Other expenses 20,064 7,895 12,169 154 % 24,929 (17,034) -68 % (4,865) -20 %
Total expenses 646,298 613,772 32,526 5 % 619,098 (5,326) -1 % 27,200 4 %
Loss from continuing operations before income taxes and other items (657,609) (619,597) (38,012) -6 % (619,698) 101 % (37,911) -6 %
Income tax (expense) benefit (7,247) (8,713) 1,466 17 % (9,968) 1,255 13 % 2,721 27 %
Loss from continuing operations (664,856) (628,310) (36,546) -6 % (629,666) 1,356 % (35,190) -6 %
Net loss attributable to common stockholders $ (664,856) $ (628,310) $ (36,546) -6 % $ (629,666) $ 1,356 % $ (35,190) -6 %
(1) See Non-GAAP Financial Measures below.
Property operating expenses represent insurance costs related to our captive insurance company formed as of July 1, 2020, which acts as a direct insurer of property level insurance coverage for our portfolio.
The following is a summary of our Non-Segment/Corporate interest expense for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2022 2021 $ % 2020 $ % $ %
Senior unsecured notes $ 436,185 $ 401,247 $ 34,938 9 % $ 400,014 $ 1,233 % $ 36,171 9 %
Unsecured credit facility and commercial paper program 19,576 6,759 12,817 190 % 15,313 (8,554) -56 % 4,263 28 %
Loan expense 19,884 18,638 1,246 7 % 17,104 1,534 9 % 2,780 16 %
Totals $ 475,645 $ 426,644 $ 49,001 11 % $ 432,431 $ (5,787) -1 % $ 43,214 10 %
The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity. Please refer to Note 11 to the consolidated financial statements for additional information. The change in interest expense on our unsecured revolving credit facility and commercial paper program is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 10 of our consolidated financial statements for additional information. Loan expenses represent the amortization of costs incurred in connection with senior unsecured notes issuances. The loss on extinguishment recognized during the year ended December 31, 2021 is due primarily to the early extinguishment of $339,128,000 of our 3.75% senior unsecured notes due March 2023 and $334,624,000 of our 3.95% senior unsecured notes due September 2023.
General and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2022, 2021 and 2020 were 2.57%, 2.67% and 2.79%, respectively. Other expenses includes non-capitalizable legal expenses, including related to our umbrella partnership REIT reorganization during 2022. The provision for income taxes primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as TRSs.
Other
Non-GAAP Financial Measures
We believe that net income and net income attributable to common stockholders, as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created funds from operations attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that
67

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.
NOI is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent general overhead costs that are unrelated to property operations and unallocable to the properties. These expenses include, but are not limited to, payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. Same store NOI (“SSNOI”) is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property ("Welltower Share"). To arrive at Welltower's Share, NOI is adjusted by adding our minority ownership share related to unconsolidated properties and by subtracting the minority partners' noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in SSNOI five full quarters or eight full quarters after acquisition or being placed into service for the QTD Pool and the YTD Pool, respectively. Land parcels, loans and sub-leases, as well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from SSNOI until five full quarters or eight full quarters post completion of the redevelopment for the QTD Pool and YTD Pool, respectively. Properties undergoing operator transitions and/or segment transitions are also excluded from SSNOI until five full quarters or eight full quarters post completion of the transition for the QTD Pool and YTD Pool, respectively. In addition, properties significantly impacted by force majeure, acts of God, or other extraordinary adverse events are excluded from SSNOI until five full quarters or eight full quarters after the properties are placed back into service for the QTD Pool and YTD Pool, respectively. SSNOI excludes non-cash NOI and includes adjustments to present consistent ownership percentages and to translate Canadian properties and U.K. properties using a consistent exchange rate. We believe NOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our properties.
EBITDA is defined as earnings (net income) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/loss/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, other impairment charges and other adjustments as deemed appropriate. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. We primarily use these measures to determine our interest coverage ratio, which represents EBITDA and Adjusted EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest and secured debt principal amortization. Covenants in our unsecured senior notes and primary credit facility contain financial ratios based on a definition of EBITDA and Adjusted EBITDA that is specific to those agreements. Our leverage ratios are defined as the proportion of net debt to total capitalization and include book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management. None of our supplemental measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies.
68

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and impairment of assets. Amounts are in thousands except for per share data.
Year Ended December 31,
FFO Reconciliation: 2022 2021 2020
Net income attributable to common stockholders $ 141,214 $ 336,138 $ 978,844
Depreciation and amortization 1,310,368 1,037,566 1,038,437
Impairment of assets 17,502 51,107 135,608
Loss (gain) on real estate dispositions, net (16,043) (235,375) (1,088,455)
Noncontrolling interests (56,529) (54,190) (23,968)
Unconsolidated entities 81,560 85,476 62,096
Funds from operations attributable to common stockholders $ 1,478,072 $ 1,220,722 $ 1,102,562
Average diluted shares outstanding: 465,158 426,841 417,387
Per diluted share data:
Net income attributable to common stockholders (1)
$ 0.30 $ 0.78 $ 2.33
Funds from operations attributable to common stockholders $ 3.18 $ 2.86 $ 2.64
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.

The following tables reflect the reconciliation of consolidated NOI to net income, the most directly comparable U.S. GAAP measure, for the years presented. Dollar amounts are in thousands.

Year Ended December 31,
NOI Reconciliation: 2022 2021 2020
Net income (loss) $ 160,568 $ 374,479 $ 1,038,852
Loss (gain) on real estate dispositions, net (16,043) (235,375) (1,088,455)
Loss (income) from unconsolidated entities 21,290 22,933 8,083
Income tax expense (benefit) 7,247 8,713 9,968
Other expenses 101,670 41,739 70,335
Impairment of assets 17,502 51,107 135,608
Provision for loan losses, net 10,320 7,270 94,436
Loss (gain) on extinguishment of debt, net 680 49,874 47,049
Loss (gain) on derivatives and financial instruments, net 8,334 (7,333) 11,049
General and administrative expenses 150,390 126,727 128,394
Depreciation and amortization 1,310,368 1,037,566 1,038,437
Interest expense 529,519 489,853 514,388
Consolidated net operating income (NOI) $ 2,301,845 $ 1,967,553 $ 2,008,144
NOI by segment:
Seniors Housing Operating $ 953,372 $ 683,906 $ 755,552
Triple-net 887,024 841,122 748,121
Outpatient Medical 472,760 448,350 505,071
Non-segment/corporate (11,311) (5,825) (600)
Total NOI $ 2,301,845 $ 1,967,553 $ 2,008,144

69

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quarterly NOI by Segment:
(in thousands) Three Months Ended Year Ended
March 31, June 30, September 30, December 31, December 31,
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Seniors Housing Operating:
Total revenues $ 996,612 $ 726,402 $ 1,071,210 $ 742,549 $ 1,072,600 $ 839,519 $ 1,104,995 $ 904,780 $ 4,245,417 $ 3,213,250
Property operating expenses 789,928 555,968 789,299 582,361 841,914 666,610 870,904 724,405 3,292,045 2,529,344
Consolidated NOI $ 206,684 $ 170,434 $ 281,911 $ 160,188 $ 230,686 $ 172,909 $ 234,091 $ 180,375 $ 953,372 $ 683,906
Triple-net:
Total revenues $ 235,163 $ 168,482 $ 234,360 $ 238,941 $ 228,819 $ 239,985 $ 233,165 $ 243,176 $ 931,507 $ 890,584
Property operating expenses 11,211 12,841 11,491 12,627 11,495 11,664 10,286 12,330 44,483 49,462
Consolidated NOI $ 223,952 $ 155,641 $ 222,869 $ 226,314 $ 217,324 $ 228,321 $ 222,879 $ 230,846 $ 887,024 $ 841,122
Outpatient Medical:
Total revenues $ 163,323 $ 156,223 $ 166,322 $ 159,072 $ 172,178 $ 159,503 $ 176,934 $ 160,491 $ 678,757 $ 635,289
Property operating expenses 49,915 46,863 50,648 45,495 52,921 48,072 52,513 46,509 205,997 186,939
Consolidated NOI $ 113,408 $ 109,360 $ 115,674 $ 113,577 $ 119,257 $ 111,431 $ 124,421 $ 113,982 $ 472,760 $ 448,350
Corporate:
Total revenues $ 606 $ 955 $ 644 $ 430 $ 247 $ 790 $ 3,437 $ 817 $ 4,934 $ 2,992
Property operating expenses 2,615 1,654 2,645 2,174 5,850 3,054 5,135 1,935 16,245 8,817
Consolidated NOI $ (2,009) $ (699) $ (2,001) $ (1,744) $ (5,603) $ (2,264) $ (1,698) $ (1,118) $ (11,311) $ (5,825)

The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI:
QTD Pool YTD Pool
SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total
Consolidated properties 850 570 323 1,743 850 570 323 1,743
Unconsolidated properties 104 39 79 222 104 39 79 222
Total properties 954 609 402 1,965 954 609 402 1,965
Recent acquisitions/development
conversions (1)
(114) (11) (24) (149) (254) (40) (36) (330)
Under development (40) (5) (45) (40) (5) (45)
Under redevelopment (2)
(4) (3) (4) (11) (4) (3) (4) (11)
Current held for sale (3) (7) (1) (11) (3) (7) (1) (11)
Land parcels, loans and subleases (24) (8) (7) (39) (24) (8) (7) (39)
Transitions (3)
(108) (150) (258) (108) (150) (258)
Other (4)
(7) (3) (10) (7) (3) (10)
Same store properties 654 427 361 1,442 514 398 349 1,261
(1) Acquisitions and development conversions will enter the QTD Pool and YTD Pool five full quarters and eight full quarters after acquisition or certificate of occupancy, respectively.
(2) Redevelopment properties will enter the QTD Pool and YTD Pool after five full quarters and eight full quarters of operations post redevelopment completion, respectively.
(3) Transitioned properties will enter the QTD Pool and YTD Pool after five full quarters and eight full quarters of operations with the new operator in place or under the new structure, respectively.
(4) Represents properties that are either closed or being closed.

70

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools. Dollar amounts are in thousands.
QTD Pool YTD Pool
Three Months Ended Twelve Months Ended
SSNOI Reconciliations: December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Seniors Housing Operating:
Consolidated NOI $ 234,091 $ 180,375 $ 953,372 $ 683,906
NOI attributable to unconsolidated investments 11,291 10,713 47,190 44,470
NOI attributable to noncontrolling interests (16,718) (12,125) (122,874) (65,747)
Non-cash NOI attributable to same store properties (196) (662) (747) 10,878
NOI attributable to non-same store properties (46,511) (22,024) (270,363) (121,779)
Currency and ownership adjustments (1)
2,759 (669) 4,146 (2,856)
SSNOI at Welltower Share 184,716 155,608 610,724 548,872
Triple-net:
Consolidated NOI 222,879 230,846 887,024 841,122
NOI attributable to unconsolidated investments 8,947 4,893 29,516 19,559
NOI attributable to noncontrolling interests (9,555) (13,600) (41,099) (48,892)
Non-cash NOI attributable to same store properties (11,592) (8,310) (37,190) (27,000)
NOI attributable to non-same store properties (86,076) (92,708) (389,905) (352,792)
Currency and ownership adjustments (1)
2,693 938 7,477 1,829
SSNOI at Welltower Share 127,296 122,059 455,823 433,826
Outpatient Medical:
Consolidated NOI 124,421 113,982 472,760 448,350
NOI attributable to unconsolidated investments 4,712 4,682 19,233 18,998
NOI attributable to noncontrolling interests (5,576) (4,896) (22,089) (18,645)
Non-cash NOI attributable to same store properties (4,287) (3,523) (10,323) (10,384)
NOI attributable to non-same store properties (11,250) (5,298) (56,001) (42,089)
Currency and ownership adjustments (1)
(153) 313 (60) (851)
SSNOI at Welltower Share 107,867 105,260 403,520 395,379
SSNOI at Welltower Share:
Seniors Housing Operating 184,716 155,608 610,724 548,872
Triple-net 127,296 122,059 455,823 433,826
Outpatient Medical 107,867 105,260 403,520 395,379
Total $ 419,879 $ 382,927 $ 1,470,067 $ 1,378,077
(1) Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.2738 and to translate U.K. properties at a GBP/USD rate of 1.3501.















71

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below reflects the reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.
Year Ended December 31,
Adjusted EBITDA Reconciliation: 2022 2021 2020
Net income (loss) $ 160,568 $ 374,479 $ 1,038,852
Interest expense 529,519 489,853 514,388
Income tax expense (benefit) 7,247 8,713 9,968
Depreciation and amortization 1,310,368 1,037,566 1,038,437
EBITDA 2,007,702 1,910,611 2,601,645
Loss (income) from unconsolidated entities 21,290 22,933 8,083
Stock-based compensation expense 26,027 16,933 22,154
Loss (gain) on extinguishment of debt, net 680 49,874 47,049
Loss (gain) on real estate dispositions, net (16,043) (235,375) (1,088,455)
Impairment of assets 17,502 51,107 135,608
Provision for loan losses, net 10,320 7,270 94,436
Loss (gain) on derivatives and financial instruments, net 8,334 (7,333) 11,049
Other expenses 101,670 41,739 70,335
Lease termination and leasehold interest adjustment (1)
(64,854) 760
Casualty losses, net of recoveries 10,391 5,786
Other impairment, net (2)
(620) 49,241 146,508
Adjusted EBITDA $ 2,122,399 $ 1,913,546 $ 2,048,412
Adjusted Interest Coverage Ratio:
Interest expense $ 529,519 $ 489,853 $ 514,388
Capitalized interest 30,491 19,352 17,472
Non-cash interest expense (21,754) (17,506) (15,751)
Total interest 538,256 491,699 516,109
EBITDA $ 2,007,702 $ 1,910,611 $ 2,601,645
Interest coverage ratio 3.73x 3.89x 5.04x
Adjusted EBITDA $ 2,122,399 $ 1,913,546 $ 2,048,412
Adjusted interest coverage ratio 3.94x 3.89x 3.97x
Adjusted Fixed Charge Coverage Ratio:
Total interest $ 538,256 $ 491,699 $ 516,109
Secured debt principal payments 58,114 65,587 62,707
Total fixed charges 596,370 557,286 578,816
EBITDA $ 2,007,702 $ 1,910,611 $ 2,601,645
Fixed charge coverage ratio 3.37x 3.43x 4.49x
Adjusted EBITDA $ 2,122,399 $ 1,913,546 $ 2,048,412
Adjusted fixed charge coverage ratio 3.56x 3.43x 3.54x
(1) Represents revenues and property operating expenses associated with a leasehold portfolio interest relating to 26 properties assumed by a wholly-owned affiliate in conjunction with the Holiday Retirement transaction. Subsequent to the initial transaction, we purchased eight of the leased properties and one of the properties was sold by the landlord and removed from the lease. No rent was paid in excess of net cash flow relating to the leasehold properties and therefore, the net impact has been excluded from Adjusted EBITDA. Additionally, in conjunction with the lease termination, during the year ended December 31, 2022, we recognized $58,621,000 in other income from the derecognition of the right of use asset and related lease liability which has also been excluded from Adjusted EBITDA.
(2) Represents the changes in the reserve for straight-line rent receivables balances relating to leases placed on cash recognition.
















72

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our leverage ratios include book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization. The table below reflects the reconciliation of our leverage ratios to our balance sheets for the periods presented. Amounts are in thousands, except share price.

Year Ended December 31,
2022 2021 2020
Book capitalization:
Unsecured credit facility and commercial paper $ $ 324,935 $
Long-term debt obligations (1)
14,661,552 13,917,702 13,905,822
Cash and cash equivalents and restricted cash (722,292) (346,755) (2,021,043)
Total net debt 13,939,260 13,895,882 11,884,779
Total equity and noncontrolling interests (2)
21,393,996 18,997,873 17,225,062
Book capitalization $ 35,333,256 $ 32,893,755 $ 29,109,841
Net debt to book capitalization ratio 39.5 % 42.2 % 40.8 %
Undepreciated book capitalization:
Total net debt $ 13,939,260 $ 13,895,882 $ 11,884,779
Accumulated depreciation and amortization 8,075,733 6,910,114 6,104,297
Total equity and noncontrolling interests (2)
21,393,996 18,997,873 17,225,062
Undepreciated book capitalization $ 43,408,989 $ 39,803,869 $ 35,214,138
Net debt to undepreciated book capitalization ratio 32.1 % 34.9 % 33.8 %
Market capitalization:
Common shares outstanding 490,509 447,239 417,401
Period end share price $ 65.55 $ 85.77 $ 64.62
Common equity market capitalization $ 32,152,865 $ 38,359,689 $ 26,972,453
Total net debt 13,939,260 13,895,882 11,884,779
Noncontrolling interests (2)
1,099,182 1,361,872 1,252,343
Market capitalization: $ 47,191,307 $ 53,617,443 $ 40,109,575
Net debt to market capitalization ratio 29.5 % 25.9 % 29.6 %
(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to finance leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to the ASC 842 adoption are excluded.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.
Critical Accounting Policies & Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting estimate or assumption critical if:
the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and
the impact of the estimates and assumptions on financial condition or operating performance is material.
Management has discussed the development and selection of its critical accounting policies and estimates with the Audit Committee of the Board of Directors. Management believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our consolidated financial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet adopted by us.




73

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following table presents information about our critical accounting policies and estimates:
Nature of Critical
Accounting Estimate
Assumptions/Approach
Used
Impairment of Real Property

Assessing impairment of real property involves subjectivity in determining if indicators of impairment are present and in estimating the future undiscounted cash flows or estimated fair value of an asset. In estimating the undiscounted cash flows or fair value, key assumptions that would be made are the estimation of future rental revenues, operating expenses, capitalization rates and the ability and intent to hold the respective asset, all of which are affected by our expectations of future market or economic conditions. These estimates can have a significant impact on the undiscounted cash flows or estimated fair value of an asset.


Quarterly, we evaluate our real estate investments on a property by property basis to determine if there are indicators of impairment. These indicators may include expected operational performance, the tenant's ability to make rent payments, a decision to dispose of an asset before the end of its estimated useful life and changes in the market that may permanently reduce the value of the property. If indicators of impairment exist, an undiscounted cash flow analysis will be prepared to determine if the value of the real property will be recoverable. If the real property will not be recoverable, the carrying value of the property is reduce to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value. This analysis requires us to use judgment in determining whether indicators of impairment exist and to estimate the expected future undiscounted cash flows or estimated fair values of the property. Properties that meet the held for sale criteria are recorded at the lesser of the fair value less costs to sell or carrying value.

At December 31, 2022, our net real property owned was approximately $32,925,033,000. During the year ended December 31, 2022, we recorded impairment charges of $13,146,000 related to one Seniors Housing Operating property which was classified as held for sale for which the carrying values exceeded the fair values less costs to sell. Additionally, we recorded $4,356,000 of impairment charges related to two Triple-net properties and one Outpatient Medical property that were held for use in which the carrying values exceeded the estimated fair values.
Real Estate Acquisitions

We believe that substantially all of our real estate acquisitions are considered asset acquisitions for which we record the related real estate acquired (tangible assets and identifiable intangible assets and liabilities) at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. Tangible assets consist primarily of land, building and improvements. Identifiable intangible assets and liabilities primarily consist of the above or below market component of in-place leases and the value of in-place leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values based on management's evaluation of the specific characteristics of each tenant's lease and our overall relationship with respect to that tenant.

The allocation of the purchase price to the related real estate acquired (tangible assets and intangible assets and liabilities) involves subjectivity as such allocations are based on a relative fair value analysis. In determining the fair values that drive such analysis, we estimate the fair value of each component of the real estate acquired which generally includes land, buildings and improvements, the above or below market component of in-place leases and the value of in-place leases. Significant assumptions used to determine such fair values include comparable land sales, capitalization rates, discount rates, market rental rates and property operating data, all of which can be impacted by expectations about future market or economic conditions. Our estimates of the values of these components affect the amount of depreciation and amortization we record over the estimated useful life of the property or the term of the lease.

During the year ended December 31, 2022, we completed $2,306,020,000 of real estate acquisitions. These transactions were accounted for as asset acquisitions and the purchase price of each was allocated based on the relative fair values of the assets acquired and liabilities assumed.
74

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Nature of Critical
Accounting Estimate
Assumptions/Approach
Used
Principles of Consolidation

The consolidated financial statements include our accounts, the accounts of our wholly-owned subsidiaries, and the accounts of joint venture entities in which we own a majority voting interest with the ability to control operations and where no substantive participating rights or substantive kick out rights have been granted to the noncontrolling interests. In addition, we consolidate those entities deemed to be variable interest entities (“VIEs”) in which we are determined to be the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation.


We make judgments about which entities are VIEs based on an assessment of whether (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, our ability to direct the activities that most significantly impact the entity's economic performance, our form of ownership interest, our representation on the entity's governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity at inception of our involvement or on a continuous basis when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary.
Allowance for Credit Losses on Loans Receivable

The allowance for credit losses is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments.


The determination of the allowance for credit losses is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans, we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses.

During the year ended December 31, 2022, we recognized provision for loan losses of $10,320,000, which includes a specific reserve for a Triple-net held to maturity debt security, offset by changes in the reserve based on our historical loss experience.

75


Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. We seek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. This section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates and foreign currency exchange rates. For more information, see Notes 12 and 17 to our consolidated financial statements.
We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to health care and seniors housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our unsecured revolving credit facility and commercial paper program. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.
A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value of our fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments after considering the effects of interest rate swaps, whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):
December 31, 2022 December 31, 2021
Principal balance Change in fair value Principal balance Change in fair value
Senior unsecured notes $ 10,839,782 $ (488,159) $ 11,002,297 $ (1,059,031)
Secured debt 1,448,567 (36,654) 1,490,708 (44,222)
Totals $ 12,288,349 $ (524,813) $ 12,493,005 $ (1,103,253)
Our variable rate debt, including our unsecured revolving credit facility and commercial paper program, is reflected at fair value. At December 31, 2022, we had $2,426,134,000 outstanding related to our variable rate debt after considering the effects of interest rate swaps. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $24,261,000. At December 31, 2021, we had $1,742,268,000 of outstanding variable rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $17,423,000.
We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the United Kingdom. Based solely on our results for the year ended December 31, 2022, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than $8,000,000. We will continue to mitigate these underlying foreign currency exposures with non-U.S. denominated borrowings and gains and losses on derivative contracts. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and health care properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or British Pounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value. The following table summarizes the results of the analysis performed (dollars in thousands):
December 31, 2022 December 31, 2021
Carrying value Change in fair value Carrying value Change in fair value
Foreign currency exchange contracts $ 190,418 $ 14,238 $ 32,280 $ 19,740
Debt designated as hedges 1,452,832 14,528 1,613,164 16,132
Totals $ 1,643,250 $ 28,766 $ 1,645,444 $ 35,872
76


Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Welltower Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Real Property
Description of the Matter At December 31, 2022, the Company’s net real property owned was approximately $32.9 billion. As discussed in Note 2 to the consolidated financial statements, the Company reviews its real property quarterly on a property-by-property basis to determine if facts and circumstances suggest that the real property may be impaired. If the undiscounted cash flows indicate that the real property will not be recoverable, the carrying value of the real property is reduced to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.
Auditing the Company’s process to evaluate real property owned for impairment was complex due to the high degree of subjectivity in determining whether indicators of impairment were present for certain properties, and in determining the future undiscounted cash flows and estimated fair values, if necessary, of properties where indicators of impairment were determined to be present. In particular, the undiscounted cash flows and fair value estimates were sensitive to significant assumptions, including future rental revenues and operating expenses, capitalization rates, and anticipated hold period, which are affected by expectations about future market or economic conditions.


77


How We Addressed the
Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to evaluate real property owned for impairment. This included testing controls over the Company’s review of impairment indicators by property and management's review and approval of the significant assumptions described above.
To test the Company's evaluation of real property for impairment, we performed audit procedures that included, among others, assessing the methodologies used by management, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business and other relevant factors would affect the significant assumptions. In addition, we assessed the historical accuracy of the Company’s estimates and performed sensitivity analyses of the significant assumptions to evaluate the changes in the undiscounted future cash flows and estimated fair values of the property that would result from changes in the significant assumptions.

Real Estate Acquisitions
Description of the Matter During the year ended December 31, 2022, the Company completed approximately $2.3 billion of real estate acquisitions. As disclosed in Note 3 of the consolidated financial statements, the total purchase price for all properties acquired has been allocated to the related real estate acquired (tangible assets and identifiable intangible assets and liabilities) based upon their relative fair values.
Auditing the fair values allocated by management to the real estate acquired was complex because the fair value estimates were sensitive to significant assumptions, including comparable land sales, capitalization rates, discount rates, market rental rates and property operating data, which can be impacted by expectations about future market or economic conditions.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to account for real estate acquisitions, including controls over the Company’s review of the significant assumptions discussed above.
To test the fair values allocated to the real estate acquired, we performed audit procedures that included, among others, assessing the methodologies used by management and evaluating the significant assumptions used by the Company discussed above. We compared certain of management’s assumptions to external market data for similar properties and tested the clerical accuracy of the valuation models. We involved our valuation specialist in our evaluation of the significant assumptions used by the Company and the review of the valuation models.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1970.
Toledo, Ohio
February 21, 2023
78


CONSOLIDATED BALANCE SHEETS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
December 31, 2022 December 31, 2021
Assets
Real estate investments:
Real property owned:
Land and land improvements $ 4,249,834 $ 3,968,430
Buildings and improvements 33,651,336 31,062,203
Acquired lease intangibles 1,945,458 1,789,628
Real property held for sale, net of accumulated depreciation 133,058 134,097
Construction in progress 1,021,080 651,389
Less accumulated depreciation and amortization ( 8,075,733 ) ( 6,910,114 )
Net real property owned 32,925,033 30,695,633
Right of use assets, net 323,942 522,796
Real estate loans receivable, net of credit allowance 890,844 1,068,681
Net real estate investments 34,139,819 32,287,110
Other assets:
Investments in unconsolidated entities 1,499,790 1,039,043
Goodwill 68,321 68,321
Cash and cash equivalents 631,681 269,265
Restricted cash 90,611 77,490
Straight-line rent receivable 322,173 365,643
Receivables and other assets 1,140,838 803,453
Total other assets 3,753,414 2,623,215
Total assets $ 37,893,233 $ 34,910,325
Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper $ $ 324,935
Senior unsecured notes 12,437,273 11,613,758
Secured debt 2,110,815 2,192,261
Lease liabilities 415,824 545,944
Accrued expenses and other liabilities 1,535,325 1,235,554
Total liabilities 16,499,237 15,912,452
Redeemable noncontrolling interests 384,443 401,294
Equity:
Common stock 491,919 448,605
Capital in excess of par value 26,742,750 23,133,641
Treasury stock ( 111,001 ) ( 107,750 )
Cumulative net income 8,804,950 8,663,736
Cumulative dividends ( 15,514,097 ) ( 14,380,915 )
Accumulated other comprehensive income (loss) ( 119,707 ) ( 121,316 )
Total Welltower Inc. stockholders’ equity 20,294,814 17,636,001
Noncontrolling interests 714,739 960,578
Total equity 21,009,553 18,596,579
Total liabilities and equity $ 37,893,233 $ 34,910,325
See accompanying notes
79


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
WELLTOWER INC. AND SUBSIDIARIES
(In thousands, except per share data)
Year Ended December 31,
2022 2021 2020
Revenues:
Resident fees and services $ 4,173,711 $ 3,197,223 $ 3,074,022
Rental income 1,451,786 1,374,695 1,443,360
Interest income 150,571 137,563 69,156
Other income 84,547 32,634 19,429
Total revenues 5,860,615 4,742,115 4,605,967
Expenses:
Property operating expenses 3,558,770 2,774,562 2,597,823
Depreciation and amortization 1,310,368 1,037,566 1,038,437
Interest expense 529,519 489,853 514,388
General and administrative expenses 150,390 126,727 128,394
Loss (gain) on derivatives and financial instruments, net 8,334 ( 7,333 ) 11,049
Loss (gain) on extinguishment of debt, net 680 49,874 47,049
Provision for loan losses, net 10,320 7,270 94,436
Impairment of assets 17,502 51,107 135,608
Other expenses 101,670 41,739 70,335
Total expenses 5,687,553 4,571,365 4,637,519
Income (loss) from continuing operations before income taxes and other items 173,062 170,750 ( 31,552 )
Income tax (expense) benefit ( 7,247 ) ( 8,713 ) ( 9,968 )
Income (loss) from unconsolidated entities ( 21,290 ) ( 22,933 ) ( 8,083 )
Gain (loss) on real estate dispositions, net 16,043 235,375 1,088,455
Income (loss) from continuing operations 160,568 374,479 1,038,852
Net income 160,568 374,479 1,038,852
Less:  Net income (loss) attributable to noncontrolling interests (1)
19,354 38,341 60,008
Net income (loss) attributable to common stockholders $ 141,214 $ 336,138 $ 978,844
Weighted average number of common shares outstanding:
Basic 462,185 424,976 415,451
Diluted 465,158 426,841 417,387
Earnings per share:
Basic:
Income (loss) from continuing operations $ 0.35 $ 0.88 $ 2.50
Net income (loss) attributable to common stockholders $ 0.31 $ 0.79 $ 2.36
Diluted:
Income (loss) from continuing operations $ 0.35 $ 0.88 $ 2.49
Net income (loss) attributable to common stockholders (2)
$ 0.30 $ 0.78 $ 2.33
(1) Includes amounts attributable to redeemable noncontrolling interests
(2) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units .

See accompanying notes
80


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
Year Ended December 31,
2022 2021 2020
Net income $ 160,568 $ 374,479 $ 1,038,852
Other comprehensive income (loss):
Foreign currency translation gain (loss)
( 466,910 ) ( 52,826 ) 103,612
Derivative and financial instruments designated as hedges gain (loss)
442,620 79,702 ( 134,369 )
Total other comprehensive income (loss) ( 24,290 ) 26,876 ( 30,757 )
Total comprehensive income (loss) 136,278 401,355 1,008,095
Less: Total comprehensive income (loss) attributable to
noncontrolling interests (1)
( 6,545 ) 38,029 65,598
Total comprehensive income (loss) attributable to common stockholders $ 142,823 $ 363,326 $ 942,497
(1) Includes amounts attributable to redeemable noncontrolling interests.
See accompanying notes
81


CONSOLIDATED STATEMENTS OF EQUITY
WELLTOWER INC. AND SUBSIDIARIES
(in thousands) Common Stock Capital in Excess of Par Value Treasury Stock Cumulative Net Income Cumulative Dividends Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total
Balances at December 31, 2019 $ 411,005 $ 20,190,119 $ ( 78,955 ) $ 7,353,966 $ ( 12,223,534 ) $ ( 112,157 ) $ 966,183 $ 16,506,627
Cumulative change in accounting principle (Note 2) ( 5,212 ) ( 5,212 )
Balances at January 1, 2020 (as adjusted for change in accounting principle) 411,005 20,190,119 ( 78,955 ) 7,348,754 ( 12,223,534 ) ( 112,157 ) 966,183 16,501,415
Comprehensive income:
Net income (loss) 978,844 98,910 1,077,754
Other comprehensive income (loss) ( 36,347 ) 5,493 ( 30,854 )
Total comprehensive income 1,046,900
Net change in noncontrolling interests 18,158 ( 161,733 ) ( 143,575 )
Amounts related to stock incentive plans, net of forfeitures 622 27,666 ( 17,879 ) 10,409
Net proceeds from issuance of common stock 7,064 587,202 594,266
Conversion of preferred stock ( 7,656 ) ( 7,656 )
Dividends paid:
Common stock dividends ( 1,120,187 ) ( 1,120,187 )
Balances at December 31, 2020 418,691 20,823,145 ( 104,490 ) 8,327,598 ( 13,343,721 ) ( 148,504 ) 908,853 16,881,572
Comprehensive income:
Net income (loss) 336,138 36,795 372,933
Other comprehensive income (loss) 27,188 ( 366 ) 26,822
Total comprehensive income 399,755
Net change in noncontrolling interests ( 23,743 ) 15,296 ( 8,447 )
Amounts related to stock incentive plans, net of forfeitures 246 18,087 ( 3,260 ) 15,073
Net proceeds from issuance of common stock 29,668 2,316,152 2,345,820
Dividends paid:
Common stock dividends ( 1,037,194 ) ( 1,037,194 )
Balances at December 31, 2021 448,605 23,133,641 ( 107,750 ) 8,663,736 ( 14,380,915 ) ( 121,316 ) 960,578 18,596,579
Comprehensive income:
Net income (loss) 141,214 36,151 177,365
Other comprehensive income (loss) 1,609 ( 24,161 ) ( 22,552 )
Total comprehensive income 154,813
Net change in noncontrolling interests ( 88,756 ) ( 210,974 ) ( 299,730 )
Adjustment to members' interest from change in ownership in Welltower OP 46,649 ( 46,649 )
Redemption of OP Units and DownREIT Units 5 1,464 ( 206 ) 1,263
Amounts related to stock incentive plans, net of forfeitures 214 27,018 ( 3,251 ) 23,981
Net proceeds from issuance of common stock 43,095 3,622,734 3,665,829
Dividends paid:
Common stock dividends ( 1,133,182 ) ( 1,133,182 )
Balances at December 31, 2022 $ 491,919 $ 26,742,750 $ ( 111,001 ) $ 8,804,950 $ ( 15,514,097 ) $ ( 119,707 ) $ 714,739 $ 21,009,553
See accompanying notes
82


CONSOLIDATED STATEMENTS OF CASH FLOWS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
Year Ended December 31,
2022 2021 2020
Operating activities:
Net income $ 160,568 $ 374,479 $ 1,038,852
Adjustments to reconcile net income to net cash provided from (used in) operating
activities:
Depreciation and amortization 1,310,368 1,037,566 1,038,437
Other amortization expenses 28,234 19,148 13,213
Provision for loan losses 10,320 7,270 94,436
Impairment of assets 17,502 51,107 135,608
Stock-based compensation expense 26,149 17,812 28,318
Loss (gain) on derivatives and financial instruments, net 8,334 ( 7,333 ) 11,049
Loss (gain) on extinguishment of debt, net 680 49,874 47,049
Loss (income) from unconsolidated entities 21,290 22,933 8,083
Rental income less than (in excess of) cash received ( 108,883 ) ( 30,820 ) 60,254
Amortization related to above (below) market leases, net ( 1,693 ) ( 3,536 ) ( 1,870 )
Loss (gain) on real estate dispositions, net ( 16,043 ) ( 235,375 ) ( 1,088,455 )
Distributions by unconsolidated entities 12,462 16,763 11,601
Increase (decrease) in accrued expenses and other liabilities 50,857 77,554 22,764
Decrease (increase) in receivables and other assets ( 191,437 ) ( 122,117 ) ( 54,583 )
Net cash provided from (used in) operating activities 1,328,708 1,275,325 1,364,756
Investing activities:
Cash disbursed for acquisitions, net of cash acquired ( 2,306,020 ) ( 4,084,174 ) ( 903,756 )
Cash disbursed for capital improvements to existing properties ( 476,016 ) ( 282,588 ) ( 244,989 )
Cash disbursed for construction in progress ( 631,737 ) ( 417,963 ) ( 201,336 )
Capitalized interest ( 30,491 ) ( 19,352 ) ( 17,472 )
Investment in loans receivable ( 156,045 ) ( 997,449 ) ( 247,543 )
Principal collected on loans receivable 196,310 343,260 31,548
Other investments, net of payments ( 98,459 ) ( 26,595 ) 7,726
Contributions to unconsolidated entities ( 502,171 ) ( 396,020 ) ( 411,154 )
Distributions by unconsolidated entities 37,571 286,772 48,195
Proceeds from (payments on) derivatives 63,747 7,519 ( 13,319 )
Proceeds from sales of real property 199,496 1,070,322 4,300,028
Net cash provided from (used in) investing activities ( 3,703,815 ) ( 4,516,268 ) 2,347,928
Financing activities:
Net increase (decrease) under unsecured credit facility and commercial paper ( 324,935 ) 324,935 ( 1,587,597 )
Proceeds from issuance of senior unsecured notes 1,040,232 1,703,626 1,588,549
Payments to extinguish senior unsecured notes ( 1,533,752 ) ( 566,248 )
Net proceeds from the issuance of secured debt 113,183 23,569 62,055
Payments on secured debt ( 457,180 ) ( 197,618 ) ( 694,995 )
Net proceeds from the issuance of common stock 3,667,854 2,348,201 595,313
Repurchase of common stock ( 7,656 )
Payments for deferred financing costs and prepayment penalties ( 5,062 ) ( 73,735 ) ( 39,087 )
Contributions by noncontrolling interests (1)
138,656 156,318 44,023
Distributions to noncontrolling interests (1)
( 272,414 ) ( 138,756 ) ( 333,489 )
Cash distributions to stockholders ( 1,131,527 ) ( 1,035,906 ) ( 1,119,232 )
Other financing activities ( 7,530 ) ( 9,218 ) ( 22,494 )
Net cash provided from (used in) financing activities 2,761,277 1,567,664 ( 2,080,858 )
Effect of foreign currency translation on cash and cash equivalents and restricted cash ( 10,633 ) ( 1,009 ) 3,451
Increase (decrease) in cash, cash equivalents and restricted cash 375,537 ( 1,674,288 ) 1,635,277
Cash, cash equivalents and restricted cash at beginning of period 346,755 2,021,043 385,766
Cash, cash equivalents and restricted cash at end of period $ 722,292 $ 346,755 $ 2,021,043
Supplemental cash flow information:
Interest paid $ 531,672 $ 492,742 $ 508,454
Income taxes paid (received) 3,435 ( 4,812 ) 13,671
(1) Includes amounts attributable to redeemable noncontrolling interests.
See accompanying notes.


83

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business
Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. We invest with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower Inc., a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties.
As of May 24, 2022, we are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. For additional information on the UPREIT reorganization, please see our Current Reports on Form 8-K filed with the SEC on March 7, 2022, April 1, 2022 and May 25, 2022. Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was 99.855 % during the period ended December 31, 2022. As of December 31, 2022, Welltower owned 99.751 % of the issued and outstanding units of Welltower OP, with other investors owning the remaining 0.249 % of outstanding units. We adjust the noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP.
2. Accounting Policies and Related Matters
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations (“ASC 810”), requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance and the rights held by limited partners or non-managing members.
Revenue Recognition
For our Triple-net and Outpatient Medical segments, a significant source of our revenue is generated through leasing arrangements and accounted for under ASC 842, Leases ("ASC 842"). Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Outpatient Medical portfolio typically include some form of operating expense reimbursement by the tenant. Certain payments made to operators are treated as lease incentives and amortized as a reduction of revenue over the lease term.
For our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and generally is recognized monthly as services are provided under ASC 606, Revenue from Contracts with Customers. Agreements with residents generally have varying terms and are cancellable by the resident with 30 days’ notice. Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. Management contracts are present in some of our joint venture agreements to provide asset and property management, leasing, marketing and other services and are recognized monthly as services are provided.
Our Seniors Housing Operating segment also contains continuing care retirement communities, which operate as entrance fee communities. The entrance fee communities offer different contracts which vary in terms of how much of the entrance fee is considered to be refundable upon move-out, temporarily refundable until a period of time has passed, or nonrefundable. Refundable entrance fees are recorded as a payable within the accrued expenses and other liabilities line item of our Consolidated Balance Sheets. Nonrefundable entrance fees are recorded as deferred revenue within the same line item and are recognized into revenue over the estimated remaining stay of the resident. We use a third party actuarial expert to determine the estimated remaining stay of each resident based on demographic data.
84

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest income on loans is recognized as earned based upon the principal amount outstanding, subject to an evaluation of collectability risk.
We recognize gains on the disposition of real estate when control transfers to the buyer, generally when consideration and title are exchanged and the risks and rewards of ownership transfer. We recognize losses from dispositions of real estate when known.
Cash and Cash Equivalents
Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.
Restricted Cash
Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvements, amounts held in escrow relating to transactions we are entitled to receive over a period of time as outlined in the escrow agreement and net proceeds from property sales that were executed as tax-deferred dispositions under Internal Revenue Code (“IRC”) Section 1031.
Deferred Loan Expenses
Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. Deferred loan expenses related to debt instruments, excluding the primary unsecured credit facility, are recorded as a reduction of the related debt liability. Deferred loan expenses related to the primary unsecured credit facility are included in receivables and other assets. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest method.
Investments in Unconsolidated Entities
Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest inclusive of transaction costs. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based upon their respective stated ownership. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method ("HLBV method"). Under the HLBV method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of the underlying investment at book value.
We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
Equity Securities
Equity securities are measured at fair value with gains and losses recognized in loss (gain) on derivatives and financial instruments, net in the Consolidated Statements of Comprehensive Income.
Welltower OP Noncontrolling Interests
Members of Welltower OP other than Welltower have the right under the limited liability company agreement to redeem their Class A Common Units ("OP Units") for shares of Welltower common stock or cash, at Welltower's sole discretion, as the initial member. Accordingly, we classify the non-Welltower OP Units held by such other members in permanent equity because Welltower may elect to issue shares of Welltower common stock to the non-Welltower members who choose to redeem their OP Units rather than using cash.
Redeemable Noncontrolling Interests
Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and dividends or (ii) the redemption value. If the interests are redeemable in the future, we accrete the carrying value to the redemption value over the period until expected redemption, currently a weighted-average period of approximately four years . In accordance with ASC 810, the redeemable noncontrolling interests are classified outside of permanent equity, as a mezzanine item, on the balance sheet. At December 31, 2022, the current redemption value of redeemable noncontrolling interests exceeded the carrying value of $ 384,443,000 by $ 65,575,000 .
85

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We entered into certain DownREIT partnerships which give a real estate seller the ability to exchange its property on a tax deferred basis for equity membership interests (“DownREIT Units”). The DownREIT Units may be redeemed any time following the first anniversary of the date of issuance at the election of the holders for one share of our common stock per unit or, at our option, cash.
Real Property Owned
Real estate acquisitions are generally classified as asset acquisitions for which we record tangible assets and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. Tangible assets primarily consist of land, buildings and improvements.
Identifiable intangible assets and liabilities consist primarily of the above or below market component of in-place leases and the value associated with the presence of in-place leases. The value allocable to the above or below market component of the acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease intangibles and below market leases are included in other liabilities on the balance sheet and are amortized to rental income over the remaining terms of the respective leases or lease-up period.
The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The total amount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associated with lost revenue related to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period, and (ii) value associated with lost rental revenue from existing leases during an assumed re-leasing period. This intangible asset is amortized over the remaining life of the lease or the assumed re-leasing period.
Real property developed by us is recorded at cost, including the capitalization of construction period interest. These properties are depreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years for improvements. We consider costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investment activities in our Consolidated Statement of Cash Flows.
The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that the assets may be impaired or that the depreciable life may need to be changed. We consider external factors relating to each asset and the existence of a master lease which may link the cash flows of an individual asset to a larger portfolio of assets leased to the same tenant. If these factors and the projected undiscounted cash flows of the assets over the remaining depreciation period indicate that the assets will not be recoverable, the carrying value is reduced to the estimated fair market value. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. Additionally, properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value.
Expenditures for repairs and maintenance are expensed as incurred.
C apitalization of Construction Period Interest
We capitalize interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the balance outstanding during the construction period using the rate of interest which approximates our company-wide cost of financing. Our interest expense reflected in the Consolidated Statements of Comprehensive Income has been reduced by the amounts capitalized.
Loans Receivable
Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of credit allowance, or for non-real estate loans receivable, in receivables and other assets. Real estate loans receivable consists of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment or pledge of the partnership interest in, the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of the risk of credit loss.

86

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In Substance Real Estate Investments
We provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying loan classification are presented as real estate loans receivable and result in the recognition of interest income. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments and presented as investments in unconsolidated entities and are accounted for using the equity method. The classification of each arrangement as either a real estate loan receivable or investment in unconsolidated entity involves judgment and relies on various factors, including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guarantees, estimated fair value of the collateral, and significance of borrower equity in the project, among others. The classification of such arrangements is performed at inception, and periodically reassessed when significant changes occur in the circumstances or conditions described above.
Allowance for Credit Losses on Loans Receivable
The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual status are deemed to have deteriorated credit q uality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses.
Goodwill
Goodwill is tested annually for impairment and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. We have not had any goodwill impairments.
Fair Value of Derivative Instruments
Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. The fair value of our forward exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward trade rates and discount rates. Such amounts and the recognition of such amounts are subject to estimates that may change in the future. See Note 12 for additional information.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilitie s consist of the following (in thousands):
Year Ended December 31,
2022 2021
Unearned revenue $ 432,941 $ 335,891
Other liabilities 311,506 180,663
Accounts payable 216,732 174,798
Taxes payable 144,021 117,013
Other accrued expenses 135,944 135,042
Accrued payroll 120,713 141,694
Accrued interest 117,741 111,157
Derivative liabilities 55,727 39,296
Total $ 1,535,325 $ 1,235,554


87

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Federal Income Tax
We have elected to be treated as a REIT under the applicable provisions of the IRC, commencing with our first taxable year, and made no provision for U.S. federal income tax purposes prior to our acquisition of our taxable REIT subsidiaries (“TRSs”). As a result of these, as well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as TRSs under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 19 for additional information.
Foreign Currency
Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreign subsidiaries into U.S. Dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets.
Earnings Per Share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding for the period adjusted for non-vested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except that the number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. Additionally, net income (loss) allocated to OP Units and DownREIT Units (discussed above) has been included in the numerator and redeemable common stock related to the OP Units and DownREIT Units have been included in the denominator for the purpose of computing diluted earnings per share.
Reclassifications
C ertain amounts in prior years have been reclassified to conform to current year presentation.
Impact of COVID-19 Pandemic & Government Assistance
The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, the direct and indirect economic effects of the pandemic and containment measures, the impact of new variants, the effectiveness of vaccines, and the overall pace of recovery, among others. The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations and cash flows in the future.
Our Seniors Housing Operating revenues are dependent on occupancy. As of December 31, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining and activities. Average occupancy is as follows (unaudited):
Three Months Ended (1)
March 31, June 30, September 30, December 31,
2021 72.7 % 73.0 % 74.9 % 76.3 %
2022 76.3 % 77.1 % 78.0 % 78.3 %
(1) Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners' noncontrolling ownership share related to consolidated properties. Also excludes land parcels and properties under development.
Property-level operating expenses associated with the COVID-19 pandemic related to our Seniors Housing Operating portfolio totaled $ 33,099,000 , $ 63,681,000 and $ 110,719,000 for the years ended December 31, 2022, 2021 and 2020, respectively. These expenses were incurred as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective
88

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

equipment and supplies. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice.
On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the years ended December 31, 2022, 2021 and 2020, we received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic, as well as under similar programs in the U.K. and Canada. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. For the years ended December 31, 2022, 2021 and 2020 we recognized $ 38,607,000 , $ 97,933,000 and $ 31,927,000 , respectively, of government grant income as a reduction to property operating expenses in our Consolidated Statements of Comprehensive Income. Additionally, for the years ended December 31, 2021 and 2020, we recognized $ 4,642,000 and $ 3,014,000 , respectively, of government grant income in other income in our Consolidated Statements of Comprehensive Income. The amount of qualifying expenditures and lost revenue exceeded grant income recognized and we believe we have complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture.
Our Triple-net operators have experienced similar occupancy trends as our Seniors Housing Operating properties. Additionally, long-term/post-acute care facilities have generally experienced a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the CARES Act Paycheck Protection Program and Provider Relief Fund.
New Accounting Standards
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. The ASU is effective for public business entities beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this standard did not have a significant impact on our consolidated financial statements.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which increases the transparency of government assistance including the disclosure of the types of assistance, an entity's accounting for assistance and the effect of the assistance on an entity's financial statements. The adoption of this standard did not have a material impact on our consolidated financial statements or disclosures.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. In December 2022, the FASB extended the date for which this guidance can be applied from December 31, 2022 to December 31, 2024. We continue to monitor developments related to the LIBOR transition and identification of an alternative, market-accepted rate.
3. Real Property Acquisitions and Development
The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income.


89

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our real property investment activity by segment for the periods presented (in thousands):
Year Ended December 31, 2022
Seniors Housing Operating Triple-net Outpatient Medical Total
Land and land improvements $ 206,618 $ 7,536 $ 68,379 $ 282,533
Buildings and improvements 2,067,051 59,248 253,358 2,379,657
Acquired lease intangibles 129,429 35,316 164,745
Construction in progress 108,141 108,141
Right of use assets, net 169 3,852 4,021
Total net real estate assets 2,511,408 66,784 360,905 2,939,097
Receivables and other assets 14,406 501 14,907
Total assets acquired (1)
2,525,814 66,784 361,406 2,954,004
Secured debt
( 279,788 ) ( 39,574 ) ( 319,362 )
Lease liabilities ( 3,852 ) ( 3,852 )
Accrued expenses and other liabilities ( 112,962 ) ( 1,428 ) ( 1,414 ) ( 115,804 )
Total liabilities acquired ( 392,750 ) ( 41,002 ) ( 5,266 ) ( 439,018 )
Noncontrolling interests (2)
( 115,112 ) ( 4 ) ( 1,095 ) ( 116,211 )
Non-cash acquisition related activity (3)
( 64,975 ) ( 27,780 ) ( 92,755 )
Cash disbursed for acquisitions 1,952,977 ( 2,002 ) 355,045 2,306,020
Construction in progress additions 489,001 83,368 91,662 664,031
Less: Capitalized interest ( 24,432 ) ( 4,210 ) ( 1,849 ) ( 30,491 )
Accruals (4)
( 4,621 ) 2,818 ( 1,803 )
Cash disbursed for construction in progress 459,948 79,158 92,631 631,737
Capital improvements to existing properties 352,099 48,052 75,865 476,016
Total cash invested in real property, net of cash acquired
$ 2,765,024 $ 125,208 $ 523,541 $ 3,413,773
(1) Excludes $ 6,563,000 of unrestricted and restricted cash acquired.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. For the year ended December 31, 2022, 1,227,000 OP Units were issued as a component of funding for certain transactions.
(3) Relates to the acquisition of assets previously financed as loans receivable and the acquisition of assets previously recognized as investments in unconsolidated entities.
(4) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
90

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2021
Seniors Housing Operating Triple-net Outpatient Medical Total
Land and land improvements $ 449,335 $ 88,839 $ 64,843 $ 603,017
Buildings and improvements 2,347,609 809,328 313,864 3,470,801
Acquired lease intangibles 264,589 24,751 289,340
Right of use assets, net 77,455 77,455
Total net real estate assets 3,138,988 898,167 403,458 4,440,613
Receivables and other assets 6,096 411 3,534 10,041
Total assets acquired (1)
3,145,084 898,578 406,992 4,450,654
Lease liabilities ( 138,126 ) ( 138,126 )
Accrued expenses and other liabilities ( 191,454 ) ( 8,703 ) ( 266 ) ( 200,423 )
Total liabilities acquired ( 329,580 ) ( 8,703 ) ( 266 ) ( 338,549 )
Noncontrolling interests (2)
( 4,942 ) ( 6,449 ) ( 16,540 ) ( 27,931 )
Cash disbursed for acquisitions 2,810,562 883,426 390,186 4,084,174
Construction in progress additions 322,050 77,412 42,464 441,926
Less: Capitalized interest ( 13,834 ) ( 3,078 ) ( 2,440 ) ( 19,352 )
Accruals (3)
35 ( 4,646 ) ( 4,611 )
Cash disbursed for construction in progress 308,251 74,334 35,378 417,963
Capital improvements to existing properties 197,829 37,345 47,414 282,588
Total cash invested in real property, net of cash acquired $ 3,316,642 $ 995,105 $ 472,978 $ 4,784,725
(1) Excludes $ 4,201,000 of unrestricted and restricted cash acquired.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.
(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
Year Ended December 31, 2020
Seniors Housing Operating Triple-net Outpatient Medical Total
Land and land improvements $ 55,000 $ 16,876 $ 45,590 $ 117,466
Buildings and improvements 527,189 73,855 179,004 780,048
Acquired lease intangibles 28,668 24,718 53,386
Total net real estate assets 610,857 90,731 249,312 950,900
Receivables and other assets 746 268 1,014
Total assets acquired (1)
611,603 90,731 249,580 951,914
Accrued expenses and other liabilities ( 1,650 ) ( 962 ) ( 2,612 )
Total liabilities acquired ( 1,650 ) ( 962 ) ( 2,612 )
Noncontrolling interests (2)
( 45,546 ) ( 45,546 )
Cash disbursed for acquisitions 564,407 90,731 248,618 903,756
Construction in progress additions 134,945 45,256 39,833 220,034
Less: Capitalized interest ( 10,389 ) ( 3,209 ) ( 3,874 ) ( 17,472 )
Accruals (3)
( 1,226 ) ( 1,226 )
Cash disbursed for construction in progress 123,330 42,047 35,959 201,336
Capital improvements to existing properties 107,379 76,625 60,985 244,989
Total cash invested in real property, net of cash acquired $ 795,116 $ 209,403 $ 345,562 $ 1,350,081
(1) Excludes $ 580,000 of unrestricted and restricted cash acquired.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.
(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
Holiday Retirement Acquisition
On July 30, 2021, we acquired a portfolio of 85 seniors housing properties owned by Holiday Retirement for $ 1,576,600,000 , which are included in our Seniors Housing Operating segment and in the table above for the year ended December 31, 2021. Atria Senior Living assumed operations of the portfolio following its acquisition of the Holiday Retirement management company pursuant to an incentive-based management agreement. As part of this transaction, a wholly owned subsidiary
91

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assumed the leasehold interest in a 26 property portfolio and subsequently purchased eight of the leased properties and one of the properties was sold by the landlord, National Health Investors ("NHI"), and removed from the master lease. Effective April 1, 2022, our leasehold interest related to the remaining 17 properties was terminated as a result of the transition or sale of the properties by NHI as part of an agreement to resolve outstanding litigation. In conjunction with the agreement, a wholly owned subsidiary and the lessee on the master lease agreed to release $ 6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in conjunction with the lease termination, during the year ended December 31, 2022, we recognized $ 58,621,000 in other income on our Consolidated Statements of Comprehensive Income from the derecognition of the right of use asset and related liability.
Construction Activity
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Development projects:
Seniors Housing Operating $ 227,796 $ 117,386 $ 93,188
Triple-net 22,990 75,149
Outpatient Medical 44,777 125,179 43,493
Total development projects 272,573 265,555 211,830
Expansion projects 18,280 5,292 48,600
Total construction in progress conversions $ 290,853 $ 270,847 $ 260,430
4. Real Estate Intangibles
The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands):
December 31, 2022 December 31, 2021
Assets:
In place lease intangibles $ 1,817,580 $ 1,681,533
Above market tenant leases 57,203 53,964
Lease commissions 70,675 54,131
Gross historical cost 1,945,458 1,789,628
Accumulated amortization ( 1,484,048 ) ( 1,286,259 )
Net book value $ 461,410 $ 503,369
Weighted-average amortization period in years 7.6 5.5
Liabilities:
Below market tenant leases $ 77,985 $ 74,909
Accumulated amortization ( 52,701 ) ( 45,291 )
Net book value $ 25,284 $ 29,618
Weighted-average amortization period in years 8.4 8.2
The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Rental income related to (above)/below market tenant leases, net $ 1,551 $ 1,680 $ 1,710
Amortization related to in place lease intangibles and lease commissions ( 217,187 ) ( 115,579 ) ( 121,004 )







92

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):
Assets Liabilities
2023 $ 163,759 $ 6,073
2024 94,771 3,854
2025 42,068 2,908
2026 45,006 2,435
2027 37,012 1,888
Thereafter 78,794 8,126
Totals $ 461,410 $ 25,284
5. Dispositions, Real Property Held for Sale and Impairment
We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g. property type, relationship or geography) . At December 31, 2022, three Seniors Housing Operating, seven Triple-net and one Outpatie nt Medical properties, with an aggregate net real estate balance of $ 133,058,000 , were classified as held for sale. In addition to the real property balances, lease liabilities of $ 66,711,000 and net other assets and (liabilities) of $( 4,136,000 ) were included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties are approximately $ 198,954,000 .
During the year ended December 31, 2022, we recorded impairment charges of $ 13,146,000 related to one Seniors Housing Operating property which was classified as held for sale for which the carrying value exceeded the estimated fair values less costs to sell. Additionally, during 2022 we recorded impairment charges of $ 4,356,000 related to two Triple-net properties and one Outpatient Medical property, which were held for use for which the carrying value exceeded the fair values. During the year ended December 31, 2021, we recorded impairment charges of $ 19,567,000 related to four Triple-net properties and one Outpatient Medical property, which were disposed of or classified as held for sale. Additionally, we recorded $ 31,540,000 of impairment charges related to two Seniors Housing Operating properties and two Triple-net properties that were held for use. During the year ended December 31, 2020, we recorded impairment charges of $ 87,873,000 related to 15 Seniors Housing Operating and one Triple-net properties, which were disposed of or classified as held for sale. Additionally, during the year ended December 31, 2020, we recorded $ 47,735,000 of impairment charges related to six Seniors Housing Operating and four Triple-net properties that were held for use.
The following is a summary of our real property disposition activity for the periods presented (in thousands):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Real estate dispositions:
Seniors Housing Operating $ 85,413 $ 112,837 $ 1,289,769
Triple-net 89,827 486,369 51,666
Outpatient Medical 393 229,660 1,755,864
Total net book value of dispositions 175,633 828,866 3,097,299
Gain (loss) on real estate dispositions, net 16,043 235,375 1,088,455
Net other assets (liabilities) disposed 7,820 6,081 114,274
Proceeds from real estate dispositions $ 199,496 $ 1,070,322 $ 4,300,028








93

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations, are not reclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Revenues:
Total revenues $ 19,892 $ 78,277 $ 302,719
Expenses:
Interest expense 3,409 3,595 11,061
Property operating expenses 12,713 17,740 148,702
Provision for depreciation 1,285 25,575 104,960
Total expenses 17,407 46,910 264,723
Income (loss) from real estate dispositions, net $ 2,485 $ 31,367 $ 37,996
6. Leases
We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide a rate implicit in the lease agreement, we generally use our incremental borrowing rate available at lease commencement, underlying collateral for the lease and the ability to borrow against that collateral on a secured basis to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years, as well as other longer-term market rates).
We sublease certain real estate to a third party. Our sublease portfolio consists of a finance lease for seven buildings which are subleased to a long-term/ post-acute care operator.
The components of lease expense were as follows for the periods presented (in thousands):
Year Ended December 31,
Classification 2022 2021 2020
Operating lease cost: (1)
Real estate lease expense Property operating expenses $ 22,150 $ 22,642 $ 23,472
Non-real estate investment lease expense General and administrative expenses 5,794 4,596 4,745
Finance lease cost:
Amortization of leased assets Property operating expenses 6,837 8,105 8,203
Interest on lease liabilities Interest expense 6,164 6,574 6,411
Sublease income Rental income ( 11,487 ) ( 8,687 ) ( 4,173 )
Total $ 29,458 $ 33,230 $ 38,658
(1) Includes short-term leases which are immaterial .
Maturities of lease liabilities as of December 31, 2022 are as follows (in thousands):
Operating Leases Financing Leases
2023 $ 20,279 $ 72,218
2024 19,444 3,791
2025 16,112 1,800
2026 15,516 1,790
2027 15,834 1,748
Thereafter 876,054 125,142
Total lease payments 963,239 206,489
Less: Imputed interest ( 660,879 ) ( 93,025 )
Total present value of lease liabilities $ 302,360 $ 113,464



94

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information related to leases was as follows for the periods presented (in thousands, except lease terms and discount rate):
Classification December 31, 2022 December 31, 2021
Right of use assets:
Operating leases - real estate Right of use assets, net $ 287,984 $ 367,068
Financing leases - real estate Right of use assets, net 35,958 155,728
Real estate right of use assets, net 323,942 522,796
Operating leases - non-real estate investments Receivables and other assets 10,119 9,627
Financing leases - held for sale (1)
Real property held for sale, net of accumulated depreciation 116,453
Total right of use assets, net $ 450,514 $ 532,423
Lease liabilities:
Operating leases $ 302,360 $ 434,261
Financing leases 113,464 111,683
Total lease liabilities $ 415,824 $ 545,944
Weighted average remaining lease term (years):
Operating leases 46.0 36.6
Financing leases 19.8 19.8
Weighted average discount rate:
Operating leases 5.56 % 9.72 %
Financing leases 5.01 % 5.06 %
(1) At December 31, 2022, financing leases at seven properties were classified as held for sale.
Supplemental cash flow information related to leases was as follows for the periods indicated (in thousands):
Year Ended December 31,
Classification 2022 2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases Decrease (increase) in receivables and other assets $ 8,805 $ 9,081 $ 9,323
Operating cash flows from operating leases Increase (decrease) in accrued expenses and other liabilities ( 5,570 ) ( 6,008 ) ( 3,918 )
Operating cash flows from financing leases Decrease (increase) in receivables and other assets 8,672 8,336 8,263
Financing cash flows from financing leases Other financing activities ( 2,255 ) ( 3,578 ) ( 3,568 )
Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. During the years ended December 31, 2021 and 2020, we reserved for previously recognized straight-line rent receivable balances of $ 49,241,000 and $ 146,508,000 through rental income, relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable. Included in the 2020 amount was $ 91,025,000 related to Genesis Healthcare ("Genesis") whom noted substantial doubt as to their ability to continue as a going concern.
Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. Rental income related to operating leases and the corresponding variable lease payments, which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes for the periods indicated were as follows (in thousands):
Year Ended December 31,
2022 2021 2020
Fixed income from operating leases $ 1,258,238 $ 1,193,837 $ 1,240,012
Variable lease income 193,548 180,858 203,348
95

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606. Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $ 410,749,000 , $ 194,078,000 and $ 58,053,000 for the years ended December 31, 2022, 2021 and 2020, respectively.
The following table sets forth the future minimum lease payments receivable for leases in effect at December 31, 2022 (excluding properties in our Seniors Housing Operating portfolio and excluding any operating expense reimbursements) (in thousands):
2023 $ 1,176,306
2024 1,150,604
2025 1,118,044
2026 1,074,809
2027 1,018,400
Thereafter 8,802,365
Totals $ 14,340,528
7. Loans Receivable
Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in receivables and other assets, net of allowance for credit losses.
Accrued interest receivable was $ 22,878,000 and $ 26,659,000 as of December 31, 2022 and December 31, 2021, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets. The following is a summary of our loans receivable (in thousands):
Year Ended December 31,
2022 2021
Mortgage loans $ 707,464 $ 889,556
Other real estate loans 195,566 194,477
Allowance for credit losses on real estate loans receivable ( 12,186 ) ( 15,352 )
Real estate loans receivable, net of credit allowance 890,844 1,068,681
Non-real estate loans 441,231 375,060
Allowance for credit losses on non-real estate loans receivable ( 152,063 ) ( 151,433 )
Non-real estate loans receivable, net of credit allowance 289,168 223,627
Total loans receivable, net of credit allowance $ 1,180,012 $ 1,292,308

The following is a summary of our loan activity for the periods presented (in thousands):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Advances on loans receivable $ 156,045 $ 997,449 $ 247,543
Less: Receipts on loans receivable 196,310 343,260 31,548
Net cash advances (receipts) on loans receivable $ ( 40,265 ) $ 654,189 $ 215,995

During the year ended December 31, 2021, we provided £ 540 million (approximately $ 750,330,000 based on the Sterling/ U.S. Dollar exchange rate as of the date of funding) of senior loan financing and a £ 30 million delayed facility for working capital and capital expenditures to affiliates of Safanad, a global real estate and private equity firm, as part of the recapitalization of its investment in HC-One Group. The loan has a five-year term and is fully collateralized by the shares and assets of the HC-One Group, including its underlying portfolio of owned assets across the U.K. As part of the transaction, we received equity warrants which provide us the right to participate in the capital appreciation of HC-One Group above a designated price upon liquidation. See Note 12 for additional details.



96

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our loans by credit loss category (in thousands):
December 31, 2022
Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans
Deteriorated loans 2007 - 2018 $ 174,841 $ ( 148,438 ) $ 26,403 3
Collective loan pool 2007 - 2017 202,762 ( 2,754 ) 200,008 12
Collective loan pool 2018 3,100 ( 42 ) 3,058 1
Collective loan pool 2019 23,278 ( 316 ) 22,962 4
Collective loan pool 2020 53,014 ( 720 ) 52,294 6
Collective loan pool 2021 754,530 ( 10,193 ) 744,337 18
Collective loan pool 2022 132,736 ( 1,786 ) 130,950 29
Total loans $ 1,344,261 $ ( 164,249 ) $ 1,180,012 73

In 2020, we recognized a provision for loan losses of $ 88,201,000 as a re sult of the current collateral estimates for loans with deteriorated credit, primarily relating to our outstanding loans to Genesis Healthcare ("Genesis"). During the year ended December 31, 2021, we entered into definitive agreements to substantially exit our operating relationship with Genesis primarily through the transition of 51 properties to other operators. To effectuate this transition, we agreed to provide Genesis a lease termination fee of $ 86 million upon successful transition of all properties, which will be used to immediately repay indebtedness to us. Additionally, upon achievement of certain restructuring milestones, we will reduce Genesis' indebtedness by an additional $ 170 million in exchange for an equity interest in Genesis. Upon conclusion of the aforementioned loan transactions, Genesis will have $ 167 million of indebtedness to us, exclusive of additional paid in kind interest, which will carry a maturity date of January 1, 2024. As of December 31, 2022, our total carrying value of Genesis loans receivable, net of allowances for credi t losses, was $ 168,949,000 .
The total allowance for credit losses is deemed to be sufficient to absorb expected losses relating to our loan portfolio. The following is a summary of the allowance for credit losses on loans receivable for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Balance at beginning of year $ 166,785 $ 224,036 $ 68,372
Adoption of ASU 2016-13 5,212
Provision for loan losses, net (1)
( 1,394 ) 7,270 94,436
Loan write-offs (2)
( 64,075 ) ( 7,000 )
Foreign currency translation ( 1,142 ) ( 446 ) 197
Reclassification of deferred gain as credit loss (3)
62,819
Balance at end of year $ 164,249 $ 166,785 $ 224,036
(1) Excludes $ 11,714,000 related to the provision for loss on held-to-maturity debt securities.
(2) Includes $ 64,075,000 related to the Genesis lease terminations for the twelve months ended December 31, 2021.
(3) During the year ended December 31, 2020, two loans originated in 2016 to Genesis with an aggregate carrying value of $ 62,753,000 were transferred to the deteriorated loan pool. In addition, deferred gains of $ 62,819,000 previously recorded in accrued expenses and other liabilities were reclassified to the allowance for credit losses.
The following is a summary of our deteriorated loans (in thousands):
Year Ended December 31,
2022 2021 2020
Balance of deteriorated loans at end of year $ 174,841 $ 178,369 $ 242,319
Allowance for credit losses ( 148,438 ) ( 148,438 ) ( 212,514 )
Balance of deteriorated loans not reserved $ 26,403 $ 29,931 $ 29,805
Interest recognized on deteriorated loans (1)
$ $ 3,185 $ 18,937
(1 Represents cash interest recognized in the period.







97

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Investments in Unconsolidated Entities
We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. Our share of the results of operations for these properties has been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands):
Percentage Ownership (1)
December 31, 2022 December 31, 2021
Seniors Housing Operating
10 % to 65 %
$ 1,171,307 $ 830,647
Triple-net
10 % to 88 %
111,812 44,814
Outpatient Medical
15 % to 50 %
216,671 163,582
Total $ 1,499,790 $ 1,039,043
(1) As of December 31, 2022 and includes ownership of investments classified as liabilities and excludes ownership of in-substance real estate.
We o wn 34 % of Sun rise Senior Living Management, Inc. ("Sunrise"), who provides comprehensive property management and accounting services with respect to certain of our Seniors Housing Operating properties that Sunrise operates. We pay Sunrise annual management fees pursuant to long-term management agreements. The majority of our management agreements have initial terms expiring in 2028 , plus, if applicable, optional renewal periods ranging from an additional 3 to 15 years depending on the property. The management fees payable to Sunrise under the management agreements include a fee based on a percentage of revenues generated by the applicable properties plus, if applicable, positive or negative adjustments based on specified performance targets. For the years ended December 31, 2022, 2021 and 2020, we recognized fees to Sunrise of $ 27,660,000 , $ 37,052,000 and $ 37,569,000 , respectively, which are reflected within property operating expenses in our Consolidated Statements of Comprehensive Income.
A t December 31, 2022, the ag gregate unamortized basis difference of our joint venture inve stments of $ 131,746,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, inclu ding transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities.
We have made loans related to 21 properties a s of December 31, 2022 fo r the development and construction of certain properties which are classified as in substance real estate investments and have a carrying value of $ 649,267,000 . We believe that such borrowers typically represent VIEs in accordance with ASC 810. VIEs are required to be consolidated by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower’s equity in the project. Based on these assessments the arrangements have been classified as in substance real estate investments. We expect to fund an additional $ 171,851,000 related to these investments.
9. Credit Concentration
We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the year ended December 31, 2022, excluding our share of NOI in unconsolidated entities (dollars in thousands):
Number of Total Percent of
Concentration by relationship: (1)
Properties NOI
NOI (2)
ProMedica 58 $ 240,128 10 %
Sunrise Senior Living (3)
109 158,576 7 %
Atria Senior Living (4)
97 145,252 6 %
HC-One Group (5)
1 86,667 4 %
Cogir Management Corporation 48 77,115 3 %
Remaining portfolio 1,430 1,594,107 70 %
Totals 1,743 $ 2,301,845 100 %
(1) ProMedica and HC-One Group are in our Triple-net segment. Sunrise Senior Living ("Sunrise"), Atria Senior Living and Cogir Management Corporation are in our Seniors Housing Operating segment.
(2) NOI with o ur top five relationships comprised 34 % of total NOI for the year ending December 31, 2021.
(3) For the year ended December 31, 2022, we recognized $ 836,713,000 of revenue from properties managed by Sunrise.
(4) Inclusive of $ 58,621,000 of income recognized upon termination of a lease. See Note 3 for further details.
(5) In addition to the one property, HC-One Group is the borrower on a loan with a principal balance of £ 517,099,000 as of December 31, 2022. See Note 7 for further detail.
98

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2022, ProMedica relinquished to Welltower its 15 % interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the properties and amended the lease on the remaining 58 assisted living and memory care properties that continue to be held by the Welltower/ProMedica joint venture. The reduction of ProMedica's noncontrolling interest of $ 273,504,000 resulting from its relinquishment of the interest in the joint venture previously holding the 147 skilled nursing facilities is a non-cash financing activity excluded from our Consolidated Statement of Cash Flows. The 58 assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty.
Concurrently with the above, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio. Approximately 15 regional operators will enter into subleases with Integra to operate the properties. Also in December 2022, we sold to Integra a 15 % ownership interest in 54 of those skilled nursing facilities for approximately $ 73 million, with no gain recognized as the properties continue to be consolidated following the transaction. This transaction represents the initial tranche of the newly formed joint venture owned 85 % by Welltower and 15 % by Integra, which is anticipated to include the 147 skilled nursing facilities. In January 2023, Integra acquired a 15 % interest in 31 of the remaining 93 skilled nursing facilities for approximately $ 74 million, representing the second tranche of the WELL/Integra joint venture.
ProMedica NOI for the year ended December 31, 2022 was comprised of $ 59,687,000 relating to the 58 assisted living and memory care properties ( 3 % of total NOI) and $ 180,441,000 relating to the 147 skilled nursing properties ( 8 % of total NOI).
10. Borrowings Under Credit Facilities and Commercial Paper Program
At December 31, 2022, we had a primary unsecured credit facility with a consortium of 31 banks that included a $ 4,000,000,000 unsecured revolving credit facility, a $ 1,000,000,000 unsecured term credit facility and a $ 250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a $ 1,000,000,000 tranche that matures on June 4, 2026 ( none outstanding at December 31, 2022) and a $ 3,000,000,000 tranche that matures on June 4, 2025 ( none outstanding at December 31, 2022). The term credit facilities mature on July 19, 2026. Each tranche of the revolving facility and term loans may be extended for two successive terms of six months at our option. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $ 1,000,000,000 unsecured term credit facility by up to an additional $ 1,250,000,000 , in the aggregate, and the $ 250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $ 250,000,000 . The primary unsecured credit facility also allows us to borrow up to $ 1,000,000,000 in alternate currencies ( none outstanding at December 31, 2022). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over the secured overnight financing rate ("SOFR") interest rate. Based on our current credit ratings, the loans under the unsecured revolving credit facility currently bear interest at 0.775 % over the adjusted SOFR rate at December 31, 2022. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.15 % at December 31, 2022.
Under the terms of our commercial paper program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 1,000,000,000 ( none outstanding at December 31, 2022).
The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands):
Year Ended December 31,
2022 2021 2020
Balance outstanding at year end $ $ 325,000 $
Maximum amount outstanding at any month end $ 1,565,000 $ 994,000 $ 2,100,000
Average amount outstanding (total of daily principal balances
divided by days in period) $ 766,167 $ 384,418 $ 497,014
Weighted-average interest rate (actual interest expense divided
by average borrowings outstanding) 1.75 % 0.33 % 2.09 %
11. Senior Unsecured Notes and Secured Debt
We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. At December 31, 2022, the annual principal payments due on these debt obligations were as follows (in thousands):
99

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Senior Unsecured Notes (1,2,3)
Secured Debt (1,4)
Totals
2023 $ $ 627,672 $ 627,672
2024 1,350,000 345,400 1,695,400
2025 1,260,000 267,117 1,527,117
2026 700,000 127,454 827,454
2027 (5,6)
1,906,444 184,491 2,090,935
Thereafter (7,8)
7,368,085 577,820 7,945,905
Totals $ 12,584,529 $ 2,129,954 $ 14,714,483
(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheets.
(2) Annual interest rates range from 2.05 % to 6.50 %.
(3) All senior unsecured notes, with the exception of the $ 300,000,000 Canadian-denominated 2.95 % senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $ 300,000,000 Canadian-denominated 2.95 % senior unsecured notes due 2027 have been issued through private placement by a wholly owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP.
(4) Annual interest rates range from 1.25 % to 7.00 %. Carrying value of the properties securing the debt totaled $ 4,882,151,000 at December 31, 2022.
(5) Includes a $ 1,000,000,000 unsecured term loan and a $ 250,000,000 Canadian-denominated unsecured term loan (approximately $ 184,747,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2022). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bears interest at adjusted SOFR plus 0.85 % 5.29 % at December 31, 2022) and Canadian Dealer Offered Rate plus 0.85 % ( 5.56 % at December 31, 2022), respectively.
(6) Includes a $ 300,000,000 Canadian-denominated 2.95 % senior unsecured notes due 2027 (approximately $ 221,697,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2022).
(7) Includes a £ 550,000,000 4.80 % senior unsecured notes due 2028 (approximately $ 664,235,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2022).
(8) Includes a £ 500,000,000 4.50 % senior unsecured notes due 2034 (approximately $ 603,850,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2022).
Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower's ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments.
The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Weighted Avg. Weighted Avg. Weighted Avg.
Amount
Interest Rate (1)
Amount Interest Rate Amount Interest Rate
Beginning balance $ 11,707,961 3.67 % $ 11,509,533 3.67 % $ 10,427,562 4.03 %
Debt issued 1,050,000 3.08 % 1,750,000 2.57 % 1,600,000 1.89 %
Debt extinguished % ( 1,533,752 ) 2.42 % ( 566,248 ) 3.26 %
Foreign currency ( 173,432 ) 4.43 % ( 17,820 ) 4.55 % 48,219 4.35 %
Ending balance $ 12,584,529 4.06 % $ 11,707,961 3.67 % $ 11,509,533 3.67 %
(1) Includes the impact of interest rate swaps and interest rate caps.











100

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Weighted Avg. Weighted Avg. Weighted Avg.
Amount
Interest Rate (1)
Amount Interest Rate Amount Interest Rate
Beginning balance $ 2,202,312 3.03 % $ 2,378,073 3.27 % $ 2,993,342 3.63 %
Debt issued 113,183 4.71 % 23,569 2.83 % 62,055 2.55 %
Debt assumed 328,096 5.86 % % %
Debt extinguished ( 399,066 ) 5.54 % ( 132,031 ) 5.86 % ( 632,288 ) 2.21 %
Principal payments ( 58,114 ) 3.48 % ( 65,587 ) 3.40 % ( 62,707 ) 3.63 %
Foreign currency ( 56,457 ) 3.27 % ( 1,712 ) 2.72 % 17,671 2.93 %
Ending balance $ 2,129,954 4.33 % $ 2,202,312 3.03 % $ 2,378,073 3.27 %
(1) Includes the impact of interest rate swaps and interest rate caps.

Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2022, we were in compliance in all material respects with all of the covenants under our debt agreements.
12. Derivative Instruments
We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks.
Foreign Currency Forward Contracts Designated as Cash Flow Hedges
For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is deferred as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings.
Cash Flow Hedges and Fair Value Hedges of Interest Rate Risk
We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.
Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March 2022, we entered into a fixed to floating swap in connection with our March senior note issuance. The carrying amount of the notes, exclusive of the hedge, is $ 545,381,000 . The fair value of the swap as of December 31, 2022 was ($ 55,727,000 ) and was recorded as a derivative liability with an offset to senior unsecured notes on our Consolidated Balance Sheets.
Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the bench mark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Comprehensive Income. Approximately $ 2,562,000 of losses, which are included in OCI, are expected to be reclassified into earnings in the next 12 months.
Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges
We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI.
101

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years ended December 31, 2022, 2021, and 2020 we settled certain net investment hedges generating cash proceeds of $ 61,853,000 , and $ 14,505,000 , and necessitating cash payments of $ 1,988,000 , respectively. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated.
Derivative Contracts Undesignated
We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income, and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures. In addition, we have several interest rate cap contracts related to variable rate secured debt agreements. Gains and losses resulting from the changes in fair values of these instruments are also recorded in interest expense.
Equity Warrants
We received equity warrants through our lending activities further described in Note 7, which were accounted for as loan origination fees. The warrants provide us the right to participate in the capital appreciation of HC-One Group real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as derivatives under ASC Topic 815. The warrants are classified within receivables and other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within gain (loss) on derivatives and financial instruments in our Consolidated Statements of Comprehensive Income.
The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands):
December 31, 2022 December 31, 2021
Derivatives designated as net investment hedges:
Denominated in Canadian Dollars $ 1,075,000 $ 675,000
Denominated in Pound Sterling £ 1,890,708 £ 1,904,708
Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars $ 250,000 $ 250,000
Denominated in Pound Sterling £ 1,050,000 £ 1,050,000
Interest rate swaps designated as cash flow hedges:
Denominated in U.S. Dollars (1)
$ 25,000 $ 25,000
Interest rate swaps designated as fair value hedges:
Denominated in U.S. Dollars $ 550,000 $
Derivative instruments not designated:
Interest rate caps denominated in U.S. Dollars $ 26,137 $ 26,137
Forward sales contracts denominated in Canadian Dollars $ 80,000 $ 80,000
(1) At December 31, 2022 the maximum maturity date was November 1, 2023.
The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):
Year Ended
Description Location December 31, 2022 December 31, 2021 December 31, 2020
Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 28,894 $ 23,133 $ 22,698
Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ 4,255 $ ( 433 ) $ ( 5,982 )
Gain (loss) on equity warrants recognized in income Gain (loss) on derivatives and financial instruments, net $ ( 6,837 ) $ 10,361 $
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 442,620 $ 79,702 $ ( 134,369 )
13. Commitments and Contingencies
At December 31, 2022, we had 21 outstanding letter of credit obligations totaling $ 68,217,000 and expiring during 2023. At December 31, 2022, we had outstanding construction in progress of $ 1,021,080,000 and were committed to providing additional funds of approximately $ 1,883,449,000 to complete construction. Additionally, at December 31, 2022, we had outstanding investments classified as in substance real estate of $ 649,267,000 and were committed to provide additional funds of $ 171,851,000 (see Note 8 for additional information). Purchase obligations include $ 41,049,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenants are increased to reflect the additional investment in the property.
102

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. Stockholders’ Equity
The following is a summary of our stockholders’ equity capital accounts as of the dates indicated:
December 31, 2022 December 31, 2021
Preferred Stock, $ 1.00 par value:
Authorized shares 50,000,000 50,000,000
Issued shares
Outstanding shares
Common Stock, $ 1.00 par value:
Authorized shares 700,000,000 700,000,000
Issued shares 492,283,488 448,998,438
Outstanding shares 490,508,937 447,239,477
Common Stock
In April 2022, we entered into an amended and restated equity distribution agreement whereby we can offer and sell up to $ 3,000,000,000 aggregate amount of our common stock ("ATM Program"). The ATM Program also allows us to enter into forward sale agreements. During the year ended December 31, 2022, we physically settled all of our outstanding forward sale agreements for cash proceeds of $ 3,667,691 ,000. As of December 31, 2022, we had $ 1,150,203,000 of remaining capacity under the ATM Program.
On May 1, 2020, our Board of Directors authorized a share repurchase program whereby we may repurchase up to $ 1 billion of common stock through December 31, 2021. On November 7, 2022, our Board of Directors approved a follow on share repurchase program for up to $ 3 billion of common stock (the "Stock Repurchase Program"). Under the Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through pri vately-negotiated transactions, through block trades, by effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares. During the year ended December 31, 2020, we repurchased 201,947 shares at an average price of $ 37.89 per share. We did no t repurchase any shares of our common stock during the years ended December 31, 2021 or December 31, 2022.
The following is a summary of our common stock issuances during the periods indicated (dollars in thousands, except shares and average price amounts):
Shares Issued Average Price Gross Proceeds Net Proceeds
2020 Dividend reinvestment plan issuances 264,153 $ 72.33 $ 19,105 $ 19,105
2020 Option exercises 251 47.81 12 12
2020 ATM Program issuances 6,799,978 86.48 588,072 576,196
2020 Stock incentive plans, net of forfeitures 281,552
2020 Totals 7,345,934 $ 607,189 $ 595,313
2021 Option exercises 338 $ 56.21 $ 19 $ 19
2021 ATM Program issuances 29,667,348 80.41 2,385,683 2,348,182
2021 Stock incentive plans, net of forfeitures 171,189
2021 Totals 29,838,875 $ 2,385,702 $ 2,348,201
2022 Option exercises 2,433 $ 67.00 $ 163 $ 163
2022 ATM Program issuances 43,092,888 86.23 3,715,971 3,667,691
2022 Redemption of OP Units and DownREIT Units 5,498
2022 Stock incentive plans, net of forfeitures 168,641
2022 Totals 43,269,460 $ 3,716,134 $ 3,667,854




103

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dividends
During the year ended December 31, 2020, we declared a reduced cash dividend beginning with the quarter ended March 31, 2020. P lease refer to Note 19 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per share amounts):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Per Share Amount Per Share Amount Per Share Amount
Common stock $ 2.44 $ 1,133,182 $ 2.44 $ 1,037,194 $ 2.70 $ 1,120,187
Accumulated Other Comprehensive Income
The following is a summary of accumulated other comprehensive income/(loss) for the periods presented (in thousands):
December 31, 2022 December 31, 2021
Foreign currency translation $ ( 1,115,317 ) $ ( 674,306 )
Derivative and financial instruments designated as hedges 995,610 552,990
Total accumulated other comprehensive income (loss) $ ( 119,707 ) $ ( 121,316 )
15. Stock Incentive Plans
In March 2022, our Board of Directors approved the 2022 Long-Term Plan ("2022 Plan"), which authorizes up to 10,000,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board of Directors. Awards granted after March 28, 2022 will be issued out of the 2022 Plan. The awards granted under the 2016 Long-Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock, deferred stock units, performance units, and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three to five years . Options expire ten years from the date of grant.
Under our long-term incentive plan, certain restricted stock awards are market, performance and time-based. For market and performance based awards, we will grant a target number of restricted stock units, with the ultimate award determined by the total shareholder return and operating performance metrics, measured in each case over a measurement period of three to four years . Performance based awards vest after the end of the performance periods. The expected term represents the period from the grant date to the end of the performance period. Compensation expense for performance based awards is measured based on the probability of achievement of certain performance goals and is recognized over the performance period. For the portion of the grant for which the award is determined by the operating performance metrics, the compensation cost is based on the grant date closing price and management’s estimate of corporate achievement of the financial metrics. If the estimated number of performance based restricted stock to be earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grant determined by the total shareholder return ("TSR"), management used a Monte Carlo model to assess the fair value and compensation cost. For time based awards, the fair value of the restricted stock is equal to the market price of the Company’s common stock on the date of grant and is amortized over the vesting periods. For purposes of measuring stock-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were deemed necessary for the years ended December 31, 2022, 2021, or 2020. Forfeitures are accounted for as they occur.
The following table summarizes compensation expense recognized for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Stock options $ 2,378 $ 1,088 $
Restricted stock 23,771 16,724 28,318
Total compensation expense $ 26,149 $ 17,812 $ 28,318



104

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options
The following is a summary of time-based stock option activity in 2022:
Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Intrinsic Value ($000's)
Outstanding as of December 31, 2021
311,306 $ 67.17
Options granted 256,716 86.23
Options exercised ( 2,433 ) 67.17
Options forfeited ( 14,074 ) 76.02
Options expired
Outstanding as of December 31, 2022
551,515 $ 75.82 8.76 $
Exercisable as of December 31, 2022
75,383 $ 67.17 8.50 $
The Company used the Black-Scholes Option Pricing model to determine the grant date fair value of time-based options. The weighted-average assumptions used are as follows:
2022
Dividend yield 2.83 %
Estimated volatility (1)
32.84 %
Risk free rate 1.61 %
Expected life of options 6 years
Estimated fair value $ 21.15
(1) Estimated volatility is using 50 % historical volatility and 50 % implied volatility.
As of December 31, 2022, there was $ 6,269,000 of total unrecognized compensation expense related to unvested time-based stock options that is expected to be recognized over a weighted-average period of three years .
During December 2021, we granted 832,356 performance-based stock options at a weighted average exercise price of $ 83.44 . During the year ended December 31, 2022, 7,140 options were forfeited resulting in 825,216 outstanding and non-vested options at December 31, 2022. The grant date fair value of $ 20.31 was estimated on the date of grant using the Black-Scholes option pricing model. These options have a performance condition based on a Funds From Operations goal measured over the performance period of January 1, 2022 to December 31, 2024. These awards vest over two years after the end of the performance period, with a portion vesting immediately at the end of the performance period. Compensation expense is measured based on the probability of achievement of the performance goal and is recognized over both the performance period and vesting period. At December 31, 2022, the performance goal is not probable of being achieved.
Restricted Stock
During January 2022, we granted 936,915 performance-based restricted stock awards under the terms of an Out Performance Program ("OPP"), all of which were outstanding and non-vested at December 31, 2022. The grant date fair value of $ 27.60 was estimated on the date of grant using a Monte Carlo model. These awards have performance conditions based on a Funds From Operations goal and absolute and relative TSR goals measured over the performance period of January 1, 2022 to December 31, 2025. These awards vest after the end of the performance period. Compensation expense is measured based on the probability of achievement of the performance goals and is recognized over the performance period. At December 31, 2022, the performance goals are not probable of being achieved.
The following is a summary of the status of our non-vested restricted stock (including market, performance, and time-based awards, and excluding OPP awards) as of December 31, 2022, and changes during the year ended December 31, 2022:
Restricted Stock
Number of Shares Weighted-Average
Grant Date Fair Value
Non-vested at December 31, 2021
566,227 $ 76.28
Vested ( 168,275 ) 82.78
Granted 303,566 98.49
Change in awards based on performance (1)
120,959 82.42
Forfeited or expired ( 19,150 ) 83.56
Non-vested at December 31, 2022
803,327 $ 84.78
(1) Represents the change in number of market and performance based awards earned based on performance achievement.
105

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We used a Monte Carlo model to assess the compensation cost associated with the portion of the market awards granted for which achievement will be determined using total shareholder return measures. The model also considers a post-vesting holding period. The weighted-average assumptions used are as follows:
2022
Dividend yield 2.83 %
Estimated volatility over the life of the plan (1)
26.31 % - 56.62 %
Risk free rate
0.08 % - 1.20 %
Estimated market based performance award value based on total shareholder return measure $ 111.27
(1) Estimated volatility over the life of the plan is using 50 % historical volatility and 50 % implied volatility.
As of December 31, 2022, there was $ 27,943,000 of total unrecognized compensation expense related to unvested restricted stock that is expected to be recognized over a weighted-average period of two years .
Defined Contribution Plan
We sponsor a 401(k) plan which is available to substantially all U.S. employees. We match a percentage of employee contributions up to 5 % of an employee's wages and provide a discretionary profit sharing contribution calculated as a percentage of eligible compensation. We recognized expense of $ 3,984,000 , $ 3,477,000 and $ 3,323,000 during the years ended December 31, 2022, 2021 and 2020, respectively, related to this plan.
16. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
Year Ended December 31,
2022 2021 2020
Numerator for basic earnings per share - net income attributable
to common stockholders $ 141,214 $ 336,138 $ 978,844
Adjustment for net income (loss) attributable to OP Units and DownREIT Units 165 ( 3,020 ) ( 6,146 )
Numerator for diluted earnings per share $ 141,379 $ 333,118 $ 972,698
Denominator for basic earnings per share - weighted average shares 462,185 424,976 415,451
Effect of dilutive securities:
Employee stock options 20
Non-vested restricted shares 1,058 447 519
OP Units and DownREIT Units
1,865 1,396 1,396
Employee stock purchase program 30 22 21
Dilutive potential common shares 2,973 1,865 1,936
Denominator for diluted earnings per share - adjusted weighted average shares 465,158 426,841 417,387
Basic earnings per share $ 0.31 $ 0.79 $ 2.36
Diluted earnings per share $ 0.30 $ 0.78 $ 2.33
As of December 31, 2021, outstanding forward sales agreements for the sale of 5,187,250 shares were not included in the computation of diluted earnings per share because such forward sales were anti-dilutive for the period. The re were no outstanding forward sale agreements as of December 31, 2022 or December 31, 2020. Employee stock options were anti-dilutive for 2021 and 2020.
17. Disclosure about Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy exists for disclosures of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined below:


106

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Mortgage Loans, Other Real Estate Loans and Non-real Estate Loans Receivable — The fair value of mortgage loans, other real estate loans and non-real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value.
Equity Securities — Equity securities are recorded at their fair value based on Level 1 publicly available trading prices.
Equity Warrants — The fair value of equity warrants is estimated using Level 3 inputs and includes data points such as enterprise value of the underlying HC-One Group real estate portfolio, marketability discount for private company warrants, dividend yield, volatility and risk-free rate. The enterprise value is driven by projected cash flows, weighted average cost of capital and a terminal capitalization rate.
Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program — The carrying amount of the primary unsecured credit facility and commercial paper program approximates fair value because the borrowings are interest rate adjustable.
Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable.
Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable.
Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from observable market data, including yield curves and foreign exchange rates.
Redeemable DownREIT Unitholder Interests — Our redeemable DownREIT unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair value is below the initial amount, in which case the redeemable DownREIT unitholder interests are recorded at the initial amount adjusted for distributions to the unitholders and income or loss attributable to the unitholders. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances.















107

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):
December 31, 2022 December 31, 2021
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial assets:
Mortgage loans receivable $ 697,906 $ 739,159 $ 877,102 $ 932,552
Other real estate loans receivable 192,938 190,977 191,579 193,999
Equity securities 111 111 1,608 1,608
Cash and cash equivalents 631,681 631,681 269,265 269,265
Restricted cash 90,611 90,611 77,490 77,490
Non-real estate loans receivable 289,168 277,601 223,627 241,544
Foreign currency forward contracts, interest rate swaps and cross currency swaps 191,357 191,357 7,205 7,205
Equity warrants 30,436 30,436 41,909 41,909
Financial liabilities:
Borrowings under unsecured credit facility and commercial paper program $ $ $ 324,935 $ 324,935
Senior unsecured notes 12,437,273 11,381,873 11,613,758 13,139,748
Secured debt 2,110,815 2,054,889 2,192,261 2,252,107
Foreign currency forward contracts, interest rate swaps and cross currency swaps 55,727 55,727 39,296 39,296
Redeemable DownREIT unitholder interests $ 75,355 $ 75,355 $ 153,098 $ 153,098
Items Measured at Fair Value on a Recurring Basis
The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands):
Fair Value Measurements as of December 31, 2022
Total Level 1 Level 2 Level 3
Equity securities $ 111 $ 111 $ $
Equity warrants 30,436 30,436
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1)
135,630 135,630
Totals $ 166,177 $ 111 $ 135,630 $ 30,436
(1) Please see Note 12 for additional information.
The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the years presented (in thousands):
Years Ended
December 31, 2022 December 31, 2021
Beginning balance $ 41,909 $
Warrants acquired 32,419
Mark-to-market adjustment ( 6,837 ) 10,361
Foreign currency ( 4,636 ) ( 871 )
Ending balance $ 30,436 $ 41,909
The most significant assumptions utilized in the valuation of the equity warrants are the cash flows of the underlying HC-One Group enterprise, as well as the terminal capitalization rate of 10.5 %.
Items Measured at Fair Value on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired or assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of loans receivable) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these
108

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally resides within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date.
18. Segment Reporting
We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include seniors apartments, assisted living, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof that are owned and/or operated through RIDEA structures (see Note 19). Our Triple-net properties include the property types described above as well as long-term/post-acute care facilities. Under the Triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our Outpatient Medical properties are typically leased to multiple tenants and generally require a certain level of property management by us.
We evaluate performance based upon consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties.
Non-segment revenue consists mainly of interest income on cash investments recorded in other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. All inter-segment transactions are eliminated.



















109

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary information for the reportable segments (which excludes unconsolidated entities) during the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands):

Year Ended December 31, 2022: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 4,173,711 $ $ $ $ 4,173,711
Rental income 782,329 669,457 1,451,786
Interest income 7,867 142,402 302 150,571
Other income 63,839 6,776 8,998 4,934 84,547
Total revenues 4,245,417 931,507 678,757 4,934 5,860,615
Property operating expenses 3,292,045 44,483 205,997 16,245 3,558,770
Consolidated net operating income (loss) 953,372 887,024 472,760 ( 11,311 ) 2,301,845
Depreciation and amortization 854,800 215,887 239,681 1,310,368
Interest expense 34,833 963 18,078 475,645 529,519
General and administrative expenses 150,390 150,390
Loss (gain) on derivatives and financial instruments, net 8,334 8,334
Loss (gain) on extinguishment of debt, net 386 80 15 199 680
Provision for loan losses, net 1,039 9,289 ( 8 ) 10,320
Impairment of assets 13,146 3,595 761 17,502
Other expenses 66,026 13,043 2,537 20,064 101,670
Income (loss) from continuing operations before income taxes and other items ( 16,858 ) 635,833 211,696 ( 657,609 ) 173,062
Income tax (expense) benefit ( 7,247 ) ( 7,247 )
Income (loss) from unconsolidated entities ( 53,318 ) 34,495 ( 2,467 ) ( 21,290 )
Gain (loss) on real estate dispositions, net 5,794 16,648 ( 6,399 ) 16,043
Income (loss) from continuing operations ( 64,382 ) 686,976 202,830 ( 664,856 ) 160,568
Net income (loss) $ ( 64,382 ) $ 686,976 $ 202,830 $ ( 664,856 ) $ 160,568
Total assets $ 22,000,732 $ 8,619,314 $ 6,614,887 $ 658,300 $ 37,893,233
110

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2021: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 3,197,223 $ $ $ $ 3,197,223
Rental income 761,441 613,254 1,374,695
Interest income 4,231 124,540 8,792 137,563
Other income 11,796 4,603 13,243 2,992 32,634
Total revenues 3,213,250 890,584 635,289 2,992 4,742,115
Property operating expenses 2,529,344 49,462 186,939 8,817 2,774,562
Consolidated net operating income (loss) 683,906 841,122 448,350 ( 5,825 ) 1,967,553
Depreciation and amortization 593,565 220,699 223,302 1,037,566
Interest expense 39,327 6,376 17,506 426,644 489,853
General and administrative expenses 126,727 126,727
Loss (gain) on derivatives and financial instruments, net ( 7,333 ) ( 7,333 )
Loss (gain) on extinguishment of debt, net ( 2,628 ) ( 4 ) 52,506 49,874
Provision for loan losses, net 394 10,339 ( 3,463 ) 7,270
Impairment of assets 22,317 26,579 2,211 51,107
Other expenses 27,132 4,189 2,523 7,895 41,739
Income (loss) from continuing operations before income taxes and other items 3,799 580,273 206,275 ( 619,597 ) 170,750
Income tax (expense) benefit ( 8,713 ) ( 8,713 )
Income (loss) from unconsolidated entities ( 39,225 ) 20,687 ( 4,395 ) ( 22,933 )
Gain (loss) on real estate dispositions, net 6,146 135,881 93,348 235,375
Income (loss) from continuing operations ( 29,280 ) 736,841 295,228 ( 628,310 ) 374,479
Net income (loss) $ ( 29,280 ) $ 736,841 $ 295,228 $ ( 628,310 ) $ 374,479
Total assets $ 18,851,999 $ 9,710,194 $ 6,204,064 $ 144,068 $ 34,910,325
111

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2020: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 3,074,022 $ $ $ $ 3,074,022
Rental income 733,776 709,584 1,443,360
Interest income 618 62,625 5,913 69,156
Other income 7,223 4,903 4,522 2,781 19,429
Total revenues 3,081,863 801,304 720,019 2,781 4,605,967
Property operating expenses 2,326,311 53,183 214,948 3,381 2,597,823
Consolidated net operating income (loss) 755,552 748,121 505,071 ( 600 ) 2,008,144
Depreciation and amortization 544,462 232,604 261,371 1,038,437
Interest expense 54,901 9,477 17,579 432,431 514,388
General and administrative expenses 128,394 128,394
Loss (gain) on derivatives and financial instruments, net 11,049 11,049
Loss (gain) on extinguishment of debt, net 12,659 1,046 33,344 47,049
Provision for loan losses, net 671 90,563 3,202 94,436
Impairment of assets 100,741 34,867 135,608
Other expenses 14,265 22,923 8,218 24,929 70,335
Income (loss) from continuing operations before income taxes and other items 27,853 346,638 213,655 ( 619,698 ) ( 31,552 )
Income tax (expense) benefit ( 9,968 ) ( 9,968 )
Income (loss) from unconsolidated entities ( 33,857 ) 18,462 7,312 ( 8,083 )
Gain (loss) on real estate dispositions, net 328,249 64,288 695,918 1,088,455
Income (loss) from continuing operations 322,245 429,388 916,885 ( 629,666 ) 1,038,852
Net income (loss) $ 322,245 $ 429,388 $ 916,885 $ ( 629,666 ) $ 1,038,852
Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands):
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Revenues: Amount % Amount % Amount %
United States $ 4,843,417 82.6 % $ 3,766,707 79.4 % $ 3,720,155 80.8 %
United Kingdom 558,308 9.5 % 552,650 11.7 % 451,399 9.8 %
Canada 458,890 7.9 % 422,758 8.9 % 434,413 9.4 %
Total $ 5,860,615 100.0 % $ 4,742,115 100.0 % $ 4,605,967 100.0 %
Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
Resident fees and services: Amount % Amount % Amount %
United States $ 3,325,466 79.7 % $ 2,389,257 74.7 % $ 2,321,956 75.5 %
United Kingdom 401,195 9.6 % 396,610 12.4 % 327,687 10.7 %
Canada 447,050 10.7 % 411,356 12.9 % 424,379 13.8 %
Total $ 4,173,711 100.0 % $ 3,197,223 100.0 % $ 3,074,022 100.0 %
As of
December 31, 2022 December 31, 2021
Assets: Amount % Amount %
United States $ 31,740,907 83.8 % $ 28,595,703 81.9 %
United Kingdom 3,476,793 9.2 % 3,938,258 11.3 %
Canada 2,675,533 7.0 % 2,376,364 6.8 %
Total $ 37,893,233 100.0 % $ 34,910,325 100.0 %
112

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. Income Taxes and Distributions
We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes.
Cash distributions paid to common stockholders, for federal income tax purposes, are as follows for the periods presented:
Year Ended December 31,
2022 2021 2020
Per share:
Ordinary dividend (1)
$ 2.4400 $ 1.4828 $ 1.6389
Long-term capital gain/(loss) (2)
0.8371 1.0611
Return of capital 0.1201
Totals $ 2.4400 $ 2.4400 $ 2.7000
(1) For the years ended December 31, 2022, 2021 and 2020, includes Section 199A dividends of $ 2.4400 , $ 1.4828 and $ 1.6389 respectively.
(2) For the years ended December 31, 2022, 2021 and 2020, includes Unrecaptured Section 1250 Gains of $ 0.0000 , $ 0.4523 and $ 0.3458 , respectively.

Our consolidated provision for income tax expense (benefit) is as follows for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Current tax expense $ 18,289 $ 10,199 $ 11,358
Deferred tax benefit ( 11,042 ) ( 1,486 ) ( 1,390 )
Income tax expense (benefit) $ 7,247 $ 8,713 $ 9,968
REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended December 31, 2022, as a result of ownership of investments in Canada and the U.K., we were subject to foreign income taxes under the respective tax laws of these jurisdictions.
The provision for income taxes for the year ended December 31, 2022 primarily relates to state taxes, foreign taxes, and taxes based on income generated by entities that are structured as TRSs. For the tax years ended December 31, 2022, 2021 and 2020, the foreign tax provision/(benefit) amount included in the consolidated provision for income taxes was $ 5,222,000 , $ 6,787,000 and $ 5,777,000 , respectively.
A reconciliation of income taxes, which is computed by applying the federal corporate tax rate for the years ended December 31, 2022, 2021 and 2020, to the income tax expense/(benefit) is as follows for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interests and income taxes $ 35,241 $ 80,470 $ 220,252
Increase (decrease) in valuation allowance (1)
30,237 19,383 85,881
Tax at statutory rate on earnings not subject to federal income taxes ( 75,729 ) ( 117,931 ) ( 300,196 )
Foreign permanent depreciation 2,033 1,449 1,504
Other differences 15,465 25,342 2,527
Totals $ 7,247 $ 8,713 $ 9,968
(1) Excluding purchase price accounting.



113

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax asset/(liability) attributes, are summarized as follows for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of land assets and the treatment of interests and certain costs $ ( 39,212 ) $ ( 32,616 ) $ ( 24,085 )
Operating loss and interest deduction carryforwards 254,852 247,015 196,634
Expense accruals and other 94,999 53,367 72,459
Valuation allowances ( 294,558 ) ( 264,321 ) ( 244,938 )
Net deferred tax assets (liabilities) $ 16,081 $ 3,445 $ 70
On the basis of the evaluations performed as required by the codification, valuation allowances totaling $ 294,558,000 were recorded on U.S. taxable REIT subsidiaries as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely than not realizable. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given to subjective evidence such as our projections for growth). The valuation allowance rollforward is summarized as follows for the periods presented (in thousands):
Year Ended December 31,
2022 2021 2020
Beginning balance $ 264,321 $ 244,938 $ 159,057
Expense (benefit) 30,237 19,383 85,881
Ending balance $ 294,558 $ 264,321 $ 244,938
As a result of certain acquisitions, we are subject to corporate level taxes for any related asset dispositions that may occur during the five-year period immediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to the lesser of (i) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (ii) the actual amount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards. During the year ended December 31, 2018, we acquired certain additional assets with built-in gains as of the date of acquisition that could be subject to the built-in gains tax if disposed of prior to the expiration of the applicable five-year period. We have not recorded a deferred tax liability as a result of the potential built-in gains tax based on our intentions with respect to such properties and available tax planning strategies.
Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2019 and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject to audit by state taxing authorities for any year prior to the year ended December 31, 2018. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to May 2018 related to entities acquired or formed in connection with acquisitions, and by the U.K.’s HM Revenue & Customs for periods subsequent to August 2016 related to entities acquired or formed in connection with acquisitions.
At December 31, 2022, we had a net operating loss (“NOL”) carryforward related to the REIT of $ 335,293,000 . Due to our uncertainty regarding the realization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards generated through December 31, 2018 will expire through 2038. Beginning with the tax years after December 31, 2017, the law eliminates the NOL carryback period for REITs, replaces the 20-year NOL carryforward period with an indefinite carryforward period and, with respect to tax years beginning after 2020, limits the use of NOLs to 80% of taxable income.
At December 31, 2022 and 2021, we had an NOL carryforward related to Canadian entities of $ 368,979,000 and $ 316,821,000 respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2022 and 2021, we had an NOL carryforward related to U.K. entities of $ 184,779,000 and $ 193,998,000 respectively. These U.K. losses do not have a finite carryforward period.


114

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. Variable Interest Entities
We have entered into joint ventures and have certain subsidiaries that are wholly owned by consolidated joint ventures which own certain seniors housing and outpatient medical assets which are deemed to be VIEs. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the entities and the rights to receive residual returns or the obligation to absorb losses arising from the entities. Except for capital contributions associated with the initial entity formations, the entities have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such entities have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands):
December 31, 2022 December 31, 2021
Assets:
Net real estate investments $ 1,499,078 $ 445,776
Cash and cash equivalents 15,582 9,964
Receivables and other assets 9,949 7,617
Total assets (1)
$ 1,524,609 $ 463,357
Liabilities and equity:
Secured debt $ 155,992 $ 163,519
Lease liabilities 1,329 1,324
Accrued expenses and other liabilities 28,417 12,394
Total equity 1,338,871 286,120
Total liabilities and equity $ 1,524,609 $ 463,357
(1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs.
115


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — Integrated Framework.
Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2022.
The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
During the third quarter of 2022, we implemented new enterprise resource planning and corporate performance management systems. These implementations resulted in considerable changes to our processes and control environment, including modifications to existing applications, interfaces and reports. The new systems were used during the third and fourth quarter of 2022, and the new and modified processes and controls implemented were used to prepare our consolidated financial statements for the year ended December 31, 2022 included in this report. We will continue to monitor our internal control over financial reporting under the new systems, including evaluating the operating effectiveness of related key controls.
There were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
116


Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Welltower Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Welltower Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Welltower Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Welltower Inc. and subsidiaries as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedules listed in the index at Item 15(a) and our report dated February 21, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/  Ernst & Young LLP
Toledo, Ohio
February 21, 2023
117


Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “Corporate Governance,” “Executive Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”) prior to April 30, 2023.
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The code is posted on the Internet at www.welltower.com/investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the company will be promptly disclosed on the Internet at www.welltower.com.
In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted on the Internet at www.welltower.com/investors/governance. Please refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Corporate Governance” in the Annual Report on Form 10-K for further discussion of corporate governance.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information under the headings “Executive Compensation” and “Director Compensation” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2023.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the information under the headings “Security Ownership of Directors and Management and Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2023.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this Item is incorporated herein by reference to the information under the headings “Corporate Governance — Independence and Meetings” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Certain Relationships and Related Transactions” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2023.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the information under the heading “Ratification of the Appointment of the Independent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2023.
118


PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)     1. Our Consolidated Financial Statements are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
Consolidated Balance Sheets – December 31, 2022 and 2021
Consolidated Statements of Comprehensive Income — Years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Equity — Years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows — Years ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
2. The following Financial Statement Schedules are included beginning on page 128
III – Real Estate and Accumulated Depreciation
IV – Mortgage Loans on Real Estate
All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.
3.     Exhibits:
The exhibits listed below are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of the Securities Exchange Act of 1934.




















119


2.1 Agreement and Plan of Merger, dated as of April 25, 2018, by and among the Company, Potomac Acquisition LLC, Quality Care Properties, Inc. and certain subsidiaries of Quality Care Properties, Inc. (filed with the Commission as Exhibit 2.1 to the Company’s Form 8-K filed April 26, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
2.2 Agreement and Plan of Merger, dated March 7, 2022, by and among Welltower Inc., WELL Merger Holdco Inc. and WELL Merger Holdco Sub Inc. (filed with the Commission as Exhibit 2.1 to the Company's Form 8-K filed March 7, 2022 (File No. 001-08923) and incorporated herein by reference thereto).
3.1(a) Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(b)     Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(c)     Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed June 13, 2003 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(d)     Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.9 to the Company’s Form 10-Q filed August 9, 2007 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(e)   Certificate of Change of Location of Registered Office and of Registered Agent of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-Q filed August 6, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(f)     Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed March 7, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(g)     Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 10, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(h)     Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 6, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(i)      Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed September 30, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(j) Amended and Restated Certificate of Incorporation of Welltower Inc. (filed with the Commission as Exhibit 3.1 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(k) Limited Liability Company Agreement of Welltower OP LLC, dated as of May 24, 2022 (filed with the Commission as Exhibit 3.2 to the Company's Form 8-K filed May 25, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
3.2(a) Seventh Amended and Restated By-laws of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 6, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
3.2(b) Amended and Restated Byl aws of Welltower Inc. (filed with the Commission as Exhibit 3.2 to the Form 8-K12B filed on A pril 1, 2022 (File No. 001-08923) and incorporated herein by reference thereto).
3.3 Certificate of Merger (filed with the Commission as Exhibit 3.3 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(a)    Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
120


4.1(b)     Supplemental Indenture No. 1, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(c)    Amendment No. 1 to Supplemental Indenture No. 1, dated as of June 18, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 18, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( d )     Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( e )    Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed December 11, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( f )     Supplemental Indenture No. 8, dated as of October 7, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( g )     Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( h )   Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 25, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( i )     Supplemental Indenture No. 11, dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed May 27, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( j )    Amendment No. 1 to Supplemental Indenture No. 11, dated as of October 19, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed October 20, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1( k )     Supplemental Indenture No. 12, dated as of March 1, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 3, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(l) Supplemental Indenture No. 13, dated as of April 10, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 10, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(m) Supplemental Indenture No. 14, dated as of August 16, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed August 16, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(n) Supplemental Indenture No. 15, dated as of February 15, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed February 15, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(o) Supplemental Indenture No. 16, dated as of August 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company's Form 8-K filed August 19, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(p) Supplemental Indenture No. 17, dated as of December 16, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed December 16, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(q) Supplemental Indenture No. 18, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed June 30, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
121


4.1(r) Supplemental Indenture No. 19, dated as of March 25, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on March 25, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(s) Supplemental Indenture No. 20, dated as of June 28, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on June 28, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(t) Supplemental Indenture No. 21, dated as of November 19, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on November 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(u) Supplemental Indenture No. 22, dated as of March 31 , 2022, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed on March 31, 2022 (File No. 001-08923), and inc orporated herein by reference thereto).
4.1(v) Supplemental Indenture No. 23, dated as of April 1, 2022, among Welltower OP LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the SEC as Exhibit 4.1 to Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated by reference thereto).
4.2 Form of Indenture for Senior Subordinated Debt Securities, among Welltower Inc., as issuer, Welltower OP LLC, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.2 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4.3 Form of Indenture for Junior Subordinated Debt Securities, among Welltower Inc., as issuer, Welltower OP LLC, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.3 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4.4 Form of Indenture for Senior Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.5 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4.5 Form of Indenture for Senior Subordinated Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.6 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4.6 Form of Indenture for Junior Subordinated Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.7 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4. 7 (a) Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.5(a) to the Company’s Form 10-K filed February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.7(b) Second Supplemental Indenture, dated as of December 20, 2019, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.4(c) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
4.8 Description of Securities of the Registrant (filed with the Commission as Exhibit 4.5 to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(a) Credit Agreement dated as of July 19, 2018 by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed July 24, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
122


10.1(b) First Amendment, dated April 26, 2019, to the Credit Agreement, dated as of July 19, 2018, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed April 30, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(c) Credit Agreement, dated as of June 4, 2021, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc. and JPMorgan Chase Bank, N.A., as joint book runners; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Wells Fargo Bank, N.A., MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Capital One, National Association, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, TD Bank, NA, Truist Bank and Bank of Montreal, as co-senior managing agents and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent. (filed with the Commission as Exhibit 10.1 to the Company’s 8-K filed June 8, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(d) Consent and Amendment No. 1 to Credit Agreement, dated April 1, 2022, by and among Welltower Inc., Welltower OP Inc., the lenders and other financial institutions listed therein and KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(e) Amendment No. 2 to Credit Agreement , dated J une 15, 2022, by and among Welltower Inc., Welltower OP LLC, the lenders and other financial ins titutions listed therein and KeyBank National Association , as administrative agent (filed with the Commission as Exhibit 10.1 to the Company's Form 8-K filed June 16, 2022 (File No. 001-08923) and incorporated by reference herein).
10.2 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3 Summary of Director Compensation .*
10.4(a) Welltower Inc. 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed May 10, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(b) Form of Restricted Stock Grant Notice for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(b) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(c) Form of Restricted Stock Grant Notice for Senior Vice Presidents under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(c) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(d) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(d) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(e) Form of 2021 Special Stock Option Award Agreement for Executive Officers under the 2016 Long-Term Incentive Plan.*
10.5(a) Welltower Inc. 2018-2020 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(a) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
123


10.5(b) Form of Restricted Stock Unit Award Agreement under the 2018-2020 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(b) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10 .6( a ) Welltower Inc. 2019-2021 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(a) to the Company's Form 10-K filed February 25, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*
10. 6 (b) Form of Restricted Stock Unit Award Agreement under the 2019-2021 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(b) to the Company's Form 10-K filed February 25, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*
10.7(a) Welltower Inc. 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(a) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*
10.7(b) Form of Restricted Stock Unit Award Agreement under the 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(b) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*
10.8 Executive Employment Agreement, dated May 19, 2021, between Welltower Inc. and Shankh Mitra (filed with the Commission as Exhibit 99.1 to the Company's Form 8-K filed May 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*
10.9 Employment Offer Letter, dated May 20, 2021, between Welltower Inc. and John F. Burkart (filed with the Commission as Exhibit 10.3 to the Company's Form 10-Q filed July 30, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10 Welltower Inc. Nonqualified Deferred Compensation Plan Amended and Restated Effective January 1, 2022 (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed November 5, 2021 (File No. 001-08923), and incorporated herein by reference thereto). *
10.11 Second Amended and Restated Equity Distribution Agreement, dated as of April 4, 2022, among Welltower Inc., Welltower OP LLC, the sales agents and the related forward purchasers (filed with the Commission as Exhibit 1.1 to the Company's Form 8-K filed April 4, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
10.12 Form of Master Forward Sale Confirmation (filed with the Commission as Exhibit 1.2 to the Company's Form 8-K filed May 4, 2021 (File No. 001-08923) and incorporated herein by reference thereto).
10.13(a) Welltower Inc. 2021-2023 Long-Term Incentive Program (filed with th e Commission as Exhibit 10.17(a) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto) .*
10.13(b) Form of Long-Term Incentive Program Award Agreement under the 2021-2023 Long-Term Incentive Program (filed with the Commission as Exhi bit 10.17(b) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and i ncorporated herein by reference thereto) .*
10.14(a) Welltower Inc. 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(a) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923) , and incorporated herein by reference thereto) .*
10.14(b) Form of Long-Term Incentive Program Award Agreement under the 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(b) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923) , and incorporated herein by reference thereto) .*
10.15(a) 2022 Outperformance Program (file d with the Commission as Exhib it 10.19(a) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923) , and inco rporated herein by reference thereto) .*
10.15(b) Form of Outperformance Program Award Agreement under the 2022 Outperformance Program (filed with the Commission as Exhibit 10.19(b) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923) , and incorporated herein by reference thereto) .*
10.16(a) Welltower Inc. 2022 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.2 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(b) Form of Welltower Inc. 2022 Long-Term Incentive Plan Other Stock Unit Award Agreement . *
124


10.16(c) Welltower Inc. 2022 Employee Stock Purchase Plan (filed with the Commission as Exhibit 10.3 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.17(a) Welltower OP LLC Profits Interests Plan . *
10.17(b) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) . *
10.17 (c) Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement (LTIP E xchange Equity Award).*
10.17(d) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equity Award).*
10.17(e) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equ ity Award for 2021 Special Stock Option Grant ).*
10.17(f) Form of Welltower OP LLC Profits Interests Plan Outperformance LTIP Unit Agreement (Outperformance Exchange Equity Award).*
10.17(g) Form of Wellto wer OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (Non-Employee Directors). *
10.17(h) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agree ment.*
10.17(i) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (Non-Employee Directors).*
10.17(j) F orm of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement.*
10.17(k ) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement.*
10.17(l) Form of Accrued Dividend Cash Award Agreement.*
10.17(m) Form of Welltower Inc. RSU Grant Agreement (Non-Employee Directors).*
10.17(n) Form of Welltower OP LLC Profits Interest Plan Vested Def erred LTIP Unit Agreement (Non-Employee Director).*
21 Subsidiaries of the Company.
23 Consent of Ernst & Young LLP, independent registered public accounting firm.
24 Powers of Attorney.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.
101.INS   Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document
104    The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (included in Exhibit 101)
* Management Contract or Compensatory Plan or Arrangement.
125

WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Item 16. Form 10-K Summary
None.
126


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:  February 21, 2023
WELLTOWER INC.
By: /s/  Shankh Mitra
Shankh Mitra,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 21, 2023 by the following persons on behalf of the Registrant and in the capacities indicated.
/s/  Kenneth J. Bacon ** /s/  Johnese M. Spisso **
Kenneth J. Bacon, Chairman and Director Johnese M. Spisso, Director
/s/  Karen B. DeSalvo ** /s/  Kathryn M. Sullivan **
Karen B. DeSalvo, Director Kathryn M. Sullivan, Director
/s/  Philip L. Hawkins ** /s/  Shankh Mitra **
Philip L. Hawkins, Director Shankh Mitra, Chief Executive Officer and Director
(Principal Executive Officer)
/s/  Dennis G. Lopez ** /s/  Timothy G. McHugh **
Dennis G. Lopez, Director Timothy G. McHugh, Executive Vice President - Chief
Financial Officer (Principal Financial Officer)
/s/  Ade J. Patton ** /s/  Joshua T. Fieweger**
Ade J. Patton, Director Joshua T. Fieweger, Chief Accounting Officer
(Principal Accounting Officer)
/s/  Diana W. Reid **
Diana W. Reid, Director
/s/  Sergio D. Rivera ** **By:     /s/  Shankh Mitra
Sergio D. Rivera, Director Shankh Mitra, Attorney-in-Fact
127


Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2022
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Adderbury, UK $ $ 2,030 $ 12,084 $ $ 2,030 $ 12,084 $ 1,996 2015 2017 Banbury Road
Adrian, MI 1,171 4,785 294 1,171 5,079 316 2022 2015 2625 N Adrian Hwy
Albertville, AL 170 6,203 2,609 176 8,806 2,852 2010 1999 151 Woodham Dr.
Alexandria, VA 8,294 50,537 8,294 50,537 6,549 2016 2018 5550 Cardinal Place
Alexandria, VA 12,168 21,210 569 12,225 21,722 4,836 2021 1972 5100 Fillmore Avenue
Allegan, MI 858 6,252 31 858 6,283 127 2022 2008 620 Ely St
Altrincham, UK 4,244 25,187 252 4,145 25,538 8,343 2012 2009 295 Hale Road
Amarillo, TX 719 11,591 396 756 11,950 1,416 2021 1985 4707 Bell Street
Amherst, NY 1,218 11,417 1,218 11,417 2,051 2019 2013 1880 Sweet Home Road
Amherstview, ON 473 4,446 542 497 4,964 1,429 2015 1974 4567 Bath Road
Anderson, SC 710 6,290 2,329 767 8,562 5,010 2003 1986 311 Simpson Rd.
Anjou, QC 14,681 14,451 60,572 11,078 14,451 71,650 3,064 2022 2005 6923 Bd des Galeries d'Anjou
Ankeny, IA 1,129 10,270 382 1,164 10,617 2,136 2016 2012 1275 SW State Street
Ankeny, IA 2,518 13,350 1,267 2,518 14,617 562 2022 2018 1225 SW 28th St
Apple Valley, CA 480 16,639 5,877 486 22,510 7,029 2010 1999 11825 Apple Valley Rd.
Arlington, TX 1,660 37,395 6,839 1,660 44,234 15,158 2012 2000 1250 West Pioneer Parkway
Arlington, TX 894 13,003 177 908 13,166 1,308 2021 1996 2315 Little Road
Arlington, VA 8,385 31,198 17,011 8,393 48,201 20,787 2017 1992 900 N Taylor Street
Arlington, VA 6,468 77 6,391 1,475 2018 1992 900 N Taylor Street
Arnprior, ON 788 6,283 736 813 6,994 2,252 2013 1991 15 Arthur Street
Atlanta, GA 2,058 14,914 6,104 2,080 20,996 13,910 1997 1999 1460 S Johnson Ferry Rd.
Atlanta, GA 2,100 20,603 3,055 2,206 23,552 6,927 2014 2000 1000 Lenox Park Blvd NE
Auburn, NY 9,790 1,176 14,371 722 1,176 15,093 533 2022 2014 138 Standart Ave
Austin, TX 880 9,520 4,875 885 14,390 7,583 1999 1998 12429 Scofield Farms Dr.
Austin, TX 1,560 21,413 1,373 1,574 22,772 5,610 2014 2013 11330 Farrah Lane
Austin, TX 4,200 74,850 2,614 4,200 77,464 16,916 2015 2014 4310 Bee Caves Road
Austin, TX 4,832 20,631 930 4,832 21,561 2,626 2021 1989 11279 Taylor Draper Ln
Bagshot, UK 4,960 29,881 4,020 4,855 34,006 12,111 2012 2009 14 - 16 London Road
Bakersfield, CA 21,864 2,822 19,042 776 2021 2015 4301 Buena Vista Rd
Bakersfield, CA 1,127 15,126 389 1,133 15,509 1,537 2021 1988 3201 Columbus
Ballston Spa, NY 5,540 17,901 235 5,540 18,136 1,374 2020 2019 2000 Carlton Hollow Way
Banstead, UK 6,695 55,113 6,471 6,528 61,751 21,397 2012 2005 Croydon Lane
Bartlesville, OK 2,339 12,001 67 2,339 12,068 1,585 2021 2000 2633 Mission Drive SE
Basingstoke, UK 3,420 18,853 47 3,348 18,972 4,735 2014 2012 Grove Road
Basking Ridge, NJ 2,356 37,710 2,751 2,395 40,422 12,235 2013 2002 404 King George Road
Bassett, UK 4,874 32,304 6,135 4,771 38,542 15,185 2013 2006 111 Burgess Road
Bath, UK 2,549 11,615 2,549 11,615 1,921 2015 2017 Clarks Way, Rush Hill

(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Baton Rouge, LA 12,930 790 29,436 1,890 939 31,177 9,532 2013 2009 9351 Siegen Lane
Baton Rouge, LA 1,605 6,717 440 1,607 7,155 737 2021 1989 8680 Jefferson Highway
Bay City, MI 1,225 6,424 481 1,225 6,905 369 2022 2013 3932 Monitor Rd
Beaconsfield, UK 5,448 50,926 5,448 50,926 15,296 2013 2009 30-34 Station Road
Beaconsfield, QC 1,149 17,484 330 1,235 17,728 5,948 2013 2008 505 Elm Avenue
Beaver, PA 8,480 1,189 13,240 1,189 13,240 51 2020 2022 1195 Western Ave
Beavercreek, OH 1,007 11,239 1,007 11,239 1,178 2019 2020 2475 Lillian Lane
Beckenham, UK 1,156 27,194 24,530 19,585 33,295 1,243 2019 2021 2 Roman Way
Bedford, NH 18,678 3,565 29,929 1,660 3,565 31,589 947 2022 2017 43 Technology Dr
Bee Cave, TX 1,820 21,084 1,004 1,838 22,070 4,532 2016 2014 14058 A Bee Cave Parkway
Bellevue, WA 2,800 19,004 3,537 2,816 22,525 8,083 2013 1998 15928 NE 8th Street
Bellevue, WA 6,307 9,632 199 6,310 9,828 971 2021 1990 13350 SE 26th Street
Bellevue, WA 20,170 43,498 20,170 43,498 5,397 2021 1986 919 109th Avenue North East
Bellevue, WA 26,161 26,161 2021 1900 919 109th Avenue North East
Bellingham, WA 1,500 19,861 3,869 1,507 23,723 8,112 2010 1996 4415 Columbine Dr.
Bellingham, WA 1,290 16,292 1,728 1,290 18,020 2,438 2020 1999 848 W Orchard Dr
Belmont, CA 35,300 2,691 188 37,803 12,206 2013 2002 1010 Alameda de Las Pulgas
Berea, OH 8,797 1,658 12,791 1,658 12,791 213 2020 2022 45 Sheldon Road
Bethel Park, PA 1,658 12,973 1,658 12,973 1,814 2019 2019 631 McMurray Road
Bethel Park, PA 3,476 12,787 97 3,477 12,883 1,434 2021 1998 2960 Bethel Church Road
Bethesda, MD 45,309 2,280 3 47,586 14,386 2013 2009 8300 Burdett Road
Bethesda, MD 69,820 3,520 66,300 6,673 2016 2018 4925 Battery Lane
Bethesda, MD 1,148 1,148 900 2013 2009 8300 Burdett Road
Bethesda, MD 1,507 1,507 575 2013 2009 8300 Burdett Road
Birmingham, UK 14,580 1,449 13,131 2,250 2015 2016 47 Bristol Road South
Birmingham, UK 17,793 65 17,728 4,491 2013 2006 5 Church Road, Edgbaston
Blainville, QC 2,077 8,902 1,086 2,205 9,860 3,335 2013 2008 50 des Chateaux Boulevard
Bloomfield Hills, MI 2,000 35,662 1,821 2,204 37,279 11,325 2013 2009 6790 Telegraph Road
Boca Raton, FL 32,270 6,565 111,247 33,797 6,991 144,618 36,987 2018 1994 6343 Via De Sonrise Del Sur
Boise, ID 1,391 16,067 6,117 2,224 21,351 4,337 2019 1999 10250 W Smoke Ranch Drive
Boise, ID 1,625 10,468 104 1,626 10,571 1,108 2021 1984 7250 Poplar Street
Borehamwood, UK 47,600 5,254 42,346 13,539 2012 2003 Edgwarebury Lane
Bothell, WA 1,350 13,439 7,370 1,350 20,809 6,567 2015 1988 10605 NE 185th Street
Boulder, CO 2,994 27,458 3,205 3,171 30,486 10,897 2013 2003 3955 28th Street
Bournemouth, UK 49,814 5,411 44,403 13,776 2013 2008 42 Belle Vue Road
Bradenton, FL 480 9,953 286 480 10,239 2,797 2012 2000 2800 60th Avenue West
Bradenton, FL 4,664 11,202 219 4,685 11,400 1,425 2021 1987 1055 301 Blvd E
Braintree, MA 41,290 2,108 205 43,193 13,334 2013 2007 618 Granite Street
Brampton, ON 41,696 10,196 59,989 1,704 10,281 61,608 16,258 2015 2009 100 Ken Whillans Drive
Brandon, MS 1,220 10,241 3,746 1,220 13,987 4,034 2010 1999 140 Castlewoods Blvd
Brea, CA 6,302 80,468 1,871 6,302 82,339 1,801 2022 2013 460 South La Floresta Drive
Bremerton, WA 2,417 22,627 2,623 2,417 25,250 3,385 2020 1999 966 Oyster Bay Ct
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Bremerton, WA 2,145 7,288 997 2,145 8,285 1,587 2021 1985 2707 Clare Ave
Brentwood, CA 4,602 32,594 2,589 4,602 35,183 1,461 2022 2007 150 Cortona Way
Brentwood, UK 8,537 45,869 100 8,357 46,149 7,866 2016 2013 London Road
Brick, NJ 1,170 17,372 2,275 1,308 19,509 6,628 2010 1998 515 Jack Martin Blvd
Brick, NJ 690 17,125 6,438 812 23,441 6,716 2010 1999 1594 Route 88
Bridgewater, NJ 1,730 48,201 3,827 1,774 51,984 16,149 2010 1999 2005 Route 22 West
Broadview Heights, OH 15,149 1,567 20,541 2,023 1,567 22,564 428 2022 2016 9500 Broadview Rd
Brockport, NY 1,500 23,496 3,757 1,642 27,111 7,103 2015 1999 90 West Avenue
Brockville, ON 3,762 484 7,445 785 502 8,212 2,086 2015 1996 1026 Bridlewood Drive
Brookfield, WI 1,300 12,830 926 1,300 13,756 3,318 2012 2013 1105 Davidson Road
Broomfield, CO 4,140 44,547 15,828 10,140 54,375 25,392 2013 2009 400 Summit Blvd
Broomfield, CO 29,081 2,566 26,515 2,103 2016 2018 12600 Lowell Boulevard
Brossard, QC 8,564 5,499 31,854 1,943 5,479 33,817 10,250 2015 1989 2455 Boulevard Rome
Brunswick, OH 1,460 17,974 863 1,460 18,837 562 2022 2018 3430 Brunswick Lake Pkwy
Buckingham, UK 17,347 2,917 14,430 3,524 2014 1883 Church Street
Buffalo, NY 7,015 1,117 11,022 579 1,117 11,601 429 2022 2011 100 Weiss Ave.
Buffalo Grove, IL 2,850 49,129 4,964 2,850 54,093 17,106 2012 2003 500 McHenry Road
Burbank, CA 4,940 43,466 6,244 4,940 49,710 16,131 2012 2002 455 E. Angeleno Avenue
Burbank, CA 17,646 3,610 50,817 4,823 3,610 55,640 11,465 2016 1985 2721 Willow Street
Burke, VA 52,813 2,616 50,197 5,136 2016 2018 9617 Burke Lake Road
Burleson, TX 3,150 10,437 779 3,150 11,216 2,636 2012 2014 621 Old Highway 1187
Burlingame, CA 62,786 246 63,032 11,976 2016 2015 1818 Trousdale Avenue
Burlington, ON 15,473 1,309 19,311 1,629 1,351 20,898 6,422 2013 1990 500 Appleby Line
Burlington, MA 2,443 34,354 1,872 2,578 36,091 11,615 2013 2005 24 Mall Road
Burlington, WA 877 16,014 877 16,014 2,892 2019 1999 410 S Norris St
Burlington, WA 768 8,737 768 8,737 1,696 2019 1996 112 / 210 North Skagit Street
Bushey, UK 12,017 34,915 12,017 34,915 4,699 2015 2018 Elton House, Elton Way
Calgary, AB 14,423 2,252 37,415 2,207 2,329 39,545 12,517 2013 2003 20 Promenade Way SE
Calgary, AB 10,285 2,793 41,179 2,121 2,878 43,215 13,489 2013 1998 80 Edenwold Drive NW
Calgary, AB 8,244 3,122 38,971 2,529 3,253 41,369 12,750 2013 1998 150 Scotia Landing NW
Calgary, AB 18,339 3,431 28,983 2,548 3,525 31,437 9,199 2013 1989 9229 16th Street SW
Calgary, AB 21,193 2,385 36,776 3,598 2,447 40,312 8,837 2015 2006 2220-162nd Avenue SW
Camberley, UK 9,444 37,558 9,444 37,558 5,768 2016 2017 Pembroke Broadway
Camberley, UK 2,654 5,736 13,504 4,605 17,289 3,086 2014 2016 Fernhill Road
Camberley, UK 3,284 652 2,632 436 2014 2017 Fernhill Road
Camillus, NY 1,249 7,360 5,435 2,116 11,928 2,221 2019 2016 3877 Milton Avenue
Canton, MI 968 8,523 336 968 8,859 352 2022 2017 445 N Lotz Rd
Cape Coral, FL 760 18,868 562 760 19,430 5,366 2012 2009 831 Santa Barbara Boulevard
Cardiff, UK 3,191 12,566 2,225 3,116 14,866 5,248 2013 2007 127 Cyncoed Road
Cardiff by the Sea, CA 5,880 64,711 6,683 5,880 71,394 25,006 2011 2009 3535 Manchester Avenue
Carmel, IN 2,766 53,419 580 2,787 53,978 3,264 2021 2017 689 Pro-Med Ln
Carmichael, CA 23,240 739 7,698 37,314 2,440 43,311 5,599 2019 2014 4717 Engle Road
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Caro, MI 614 4,366 271 614 4,637 281 2022 2009 1430 Cleaver Rd
Carol Stream, IL 1,730 55,048 7,637 1,730 62,685 19,491 2012 2001 545 Belmont Lane
Carrollton, TX 4,280 31,444 1,791 4,280 33,235 7,975 2013 2010 2105 North Josey Lane
Carrollton, GA 2,537 9,159 671 2,537 9,830 1,639 2021 1996 150 Cottage Lane
Carson City, NV 1,601 23,542 411 1,602 23,952 1,960 2021 1986 2120 E Long
Cary, NC 740 45,240 1,334 742 46,572 13,174 2013 2009 1206 West Chatham Street
Cary, NC 6,112 70,008 11,374 6,227 81,267 18,472 2018 1999 300 Kildaire Woods Drive
Cedar Falls, IA 1,259 9,930 196 1,285 10,100 1,108 2021 1997 2603 Orchard Drive
Cedar Hill, TX 1,971 24,590 40 1,971 24,630 1,589 2020 2020 1240 East Pleasant Run
Cedar Park, TX 1,750 15,664 1,223 1,750 16,887 3,161 2016 2015 800 C-Bar Ranch Trail
Cerritos, CA 27,494 7,682 35,176 10,995 2016 2002 11000 New Falcon Way
Charleston, IL 552 810 42 552 852 240 2021 2001 300 Lincoln Highway Road
Charleston, SC 2,912 19,817 70 2,913 19,886 1,582 2021 2005 1451 Tobias Gadson Blvd.
Charlotte, NC 5,279 19,325 115 5,288 19,431 2,199 2021 1987 5512 Carmel Road
Charlottesville, VA 4,651 91,468 24,249 5,022 115,346 25,213 2018 1991 2610 Barracks Road
Chatham, ON 1,098 12,462 3,344 1,199 15,705 4,117 2015 1965 25 Keil Drive North
Chattanooga, TN 3,373 15,791 119 3,373 15,910 1,958 2021 1998 7511 Shallowford Road
Chelmsford, MA 1,040 10,951 6,449 1,131 17,309 6,611 2003 1997 4 Technology Dr.
Chelmsford, MA 2,364 33,143 1,779 2,364 34,922 2,666 2021 1995 20 Summer Street
Chertsey, UK 9,566 25,886 41 9,058 26,435 4,128 2015 2018 Bittams Lane
Chesapeake, VA 2,214 22,566 806 2,237 23,349 2,461 2021 2004 933 Cedar Road
Chesterfield, MO 1,857 48,366 2,304 1,917 50,610 14,852 2013 2001 1880 Clarkson Road
Chesterton, IN 2,980 37,614 1,337 2,980 38,951 3,877 2020 2019 700 Dickinson Rd
Chico, CA 1,780 14,754 269 1,942 14,861 2,242 2021 1984 2801 Cohasset
Chorleywood, UK 5,636 43,191 2,056 5,500 45,383 16,117 2013 2007 High View, Rickmansworth Road
Chula Vista, CA 4,217 31,866 6 4,217 31,872 3,860 2021 2018 1290 Santa Rosa Dr
Chula Vista, CA 25,694 2,186 23,508 7,411 2013 2003 3302 Bonita Road
Church Crookham, UK 2,591 14,215 328 2,536 14,598 4,175 2014 2014 2 Bourley Road
Cincinnati, OH 1,779 11,386 1,779 11,386 1,465 2019 2019 732 Clough Pike Road
Cincinnati, OH 1,606 3,994 340 1,606 4,334 1,414 2021 1998 4650 East Galbraith Road
Cincinnati, OH 3,345 52,867 195 3,346 53,061 5,282 2021 1986 8135 Beechmont Ave
Citrus Heights, CA 2,300 31,876 3,466 2,300 35,342 12,971 2010 1997 7418 Stock Ranch Rd.
Clackamas, OR 1,240 3,920 535 1,240 4,455 714 2021 1999 14370 SE Oregon Trail Dr
Claremont, CA 2,430 9,928 2,521 2,553 12,326 4,444 2013 2001 2053 North Towne Avenue
Clay, NY 1,414 11,477 1,414 11,477 2,096 2019 2014 8547 Morgan Road
Clearwater, FL 1,727 4,903 122 1,730 5,022 601 2021 1985 1100 Ponce de Leon Blvd.
Cleburne, TX 520 5,369 860 520 6,229 2,323 2006 2007 402 S Colonial Drive
Cohasset, MA 2,485 26,147 2,460 2,566 28,526 9,424 2013 1998 125 King Street (Rt 3A)
Colleyville, TX 1,050 17,082 89 1,050 17,171 2,782 2016 2013 8100 Precinct Line Road
Collierville, TN 42,204 2,306 39,898 1,129 2019 2020 691 S. Byhalia Rd.
Colorado Springs, CO 800 14,756 2,160 1,034 16,682 5,648 2013 2001 2105 University Park Boulevard
Colorado Springs, CO 1,142 15,510 267 1,164 15,755 1,678 2021 1985 5820 Flintridge Drive
Colts Neck, NJ 780 14,733 3,759 1,463 17,809 6,164 2010 2002 3 Meridian Circle
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Columbus, IN 1,593 12,186 246 1,594 12,431 1,467 2021 2000 3660 Central Avenue
Columbus, OH 916 7,112 265 916 7,377 221 2022 2017 2920 Snouffer Rd
Columbus, OH 12,636 1,547 17,126 1,180 1,547 18,306 341 2022 2015 2870 Snouffer Road
Columbus, IN 610 3,190 364 610 3,554 1,175 2010 1998 2564 Foxpointe Dr.
Concord, NH 13,829 2,825 21,636 1,326 2,825 22,962 767 2022 2017 23 Triangle Park Dr
Conroe, TX 980 7,771 1,499 980 9,270 2,948 2009 2010 903 Longmire Road
Coos Bay, OR 864 7,971 969 864 8,940 1,449 2020 1996 192 Norman Ave.
Coos Bay, OR 1,792 9,852 1,149 1,792 11,001 2,025 2020 2006 1855 Ocean Blvd SE
Coppell, TX 1,550 8,386 721 1,550 9,107 2,437 2012 2013 1530 East Sandy Lake Road
Coquitlam, BC 7,184 3,047 24,567 2,375 3,157 26,832 9,226 2013 1990 1142 Dufferin Street
Crystal Lake, IL 875 12,461 2,321 971 14,686 5,324 2013 2001 751 E Terra Cotta Avenue
Crystal Lake, IL 7,643 39,687 1,601 7,679 41,252 4,060 2021 1988 965 N. Brighton Circle W
Cuyahoga Falls, OH 592 2,804 523 592 3,327 283 2022 2012 1691 Queens Gate Cir
Dallas, TX 6,330 114,794 3,959 6,330 118,753 27,021 2015 2013 3535 N Hall Street
Dana Point, CA 5,508 54,890 5,508 54,890 5,102 2021 1994 25411 Sea Bluffs Drive
Danville, IN 2,236 28,757 6,996 2,246 35,743 1,265 2021 2021 200 S Arbor Ln
Dardenne Prairie, MO 1,309 11,507 328 1,309 11,835 879 2021 2010 1030 Barathaven Blvd.
Decatur, GA 1,098 15,302 173 1,098 15,475 1,784 2021 1987 341 Winn Way
Decatur, GA 31,425 1,951 29,474 9,780 2013 1998 920 Clairemont Avenue
Delaware, OH 1,919 26,250 352 1,919 26,602 798 2022 2020 90 Burr Oak Drive
Denton, TX 1,760 8,305 749 1,760 9,054 2,888 2010 2011 2125 Brinker Rd
Denton, TX 6,254 2,034 4,220 41 2021 1900 2907 W University Dr
Denver, CO 1,450 19,389 6,471 1,450 25,860 7,502 2012 1997 4901 South Monaco Street
Denver, CO 2,910 35,838 9,257 2,910 45,095 14,831 2012 2007 8101 E Mississippi Avenue
Denver, CO 1,533 9,221 109,858 5,402 115,210 18,542 2019 2014 1500 Little Raven St
Denver, CO 1,989 21,556 1,245 1,989 22,801 2,491 2020 2017 2979 Uinta Street
Des Moines, IA 1,196 9,629 393 1,196 10,022 1,063 2021 1990 4610 Douglas Avenue
Dix Hills, NY 3,808 39,014 2,942 4,092 41,672 13,259 2013 2003 337 Deer Park Road
Dollard-Des-Ormeaux, QC 1,957 14,431 334 2,059 14,663 5,545 2013 2008 4377 St. Jean Blvd
Dresher, PA 8,380 1,900 10,664 1,307 1,914 11,957 4,887 2013 2006 1650 Susquehanna Road
Dublin, OH 1,169 25,345 373 1,169 25,718 5,226 2016 2015 4175 Stoneridge Lane
Dublin, OH 3,688 23,035 1,093 3,688 24,128 1,225 2022 2017 4050 Hawthorne Ln
Durham, NC 3,212 23,350 302 3,221 23,643 2,037 2021 1998 205 Emerald Pond Lane
East Amherst, NY 1,665 11,696 1,665 11,696 2,254 2019 2015 8040 Roll Road
East Lansing, MI 3,919 19,373 173 3,919 19,546 2,304 2021 2000 5968 Park Lake Road
East Meadow, NY 69 45,991 2,427 127 48,360 15,186 2013 2002 1555 Glen Curtiss Boulevard
East Setauket, NY 4,920 37,354 2,537 4,986 39,825 12,561 2013 2002 1 Sunrise Drive
Eastbourne, UK 4,145 33,744 512 4,046 34,355 11,008 2013 2008 6 Upper Kings Drive
Edgbaston, UK 2,720 13,969 204 2,663 14,230 2,429 2014 2015 Speedwell Road
Edgewater, NJ 4,561 25,047 3,446 4,609 28,445 8,845 2013 2000 351 River Road
Edison, NJ 1,892 32,314 4,041 2,008 36,239 13,296 2013 1996 1801 Oak Tree Road
Edmond, OK 410 8,388 319 410 8,707 2,473 2012 2001 15401 North Pennsylvania Avenue
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Edmonds, WA 1,650 24,449 10,193 1,650 34,642 8,882 2015 1976 21500 72nd Avenue West
Edmonds, WA 2,891 26,413 2,428 2,891 28,841 3,466 2020 2000 180 2nd Ave S
Edmonton, AB 6,506 1,589 29,819 2,556 1,681 32,283 10,351 2013 1999 103 Rabbit Hill Court NW
Edmonton, AB 8,594 2,063 37,293 3,486 2,128 40,714 14,349 2013 1968 10015 103rd Avenue NW
Effingham, IL 606 3,699 268 616 3,957 556 2021 1997 1101 North Maple Street
Effingham, IL 105 460 105 460 166 2021 1996 505 West Temple Avenue
El Dorado Hills, CA 56,633 5,190 51,443 4,921 2017 2019 2020 Town Center West Way
Elkhorn, NE 11,872 1,846 21,426 1,075 1,846 22,501 696 2022 2014 3535 Piney Creek Dr
Encino, CA 5,040 46,255 7,397 5,040 53,652 17,079 2012 2003 15451 Ventura Boulevard
Englishtown, NJ 690 12,520 2,882 882 15,210 5,523 2010 1997 49 Lasatta Ave
Epsom, UK 20,159 34,803 123 19,734 35,351 6,169 2016 2014 450-458 Reigate Road
Erie, PA 1,502 9,216 1,502 9,216 1,909 2019 2013 4400 East Lake Road
Esher, UK 5,783 48,361 3,329 5,640 51,833 16,712 2013 2006 42 Copsem Lane
Evans, GA 3,211 20,503 89 3,218 20,585 2,519 2021 1999 100 Washington Commons Dr
Evansville, IN 1,038 11,983 493 1,038 12,476 1,567 2021 1991 5050 Lincoln Avenue
Everett, WA 638 8,708 1,066 638 9,774 1,363 2020 1998 524 75th St SE
Everett, WA 1,912 16,647 415 1,913 17,061 1,774 2021 1989 3915 Colby Avenue N
Fairfield, NJ 3,120 43,868 3,005 3,286 46,707 14,438 2013 1998 47 Greenbrook Road
Fairfield, IL 561 3,995 317 561 4,312 506 2021 1997 315 Market Street
Fairfield, CA 1,460 14,040 10,678 1,460 24,718 9,926 2002 1998 3350 Cherry Hills St.
Fairfield, OH 1,465 12,957 1,465 12,957 1,801 2019 2018 520 Patterson Boulevard
Fareham, UK 3,408 17,970 36 3,333 18,081 4,701 2014 2012 Redlands Lane
Florence, AL 353 13,049 3,740 385 16,757 5,404 2010 1999 3275 County Road 47
Flossmoor, IL 1,292 9,496 2,998 1,362 12,424 4,780 2013 2000 19715 Governors Highway
Flower Mound, TX 1,800 8,414 1,047 1,800 9,461 2,627 2011 2012 4141 Long Prairie Road
Folsom, CA 1,490 32,754 285 1,490 33,039 7,817 2015 2014 1574 Creekside Drive
Folsom, CA 2,306 10,948 232 2,306 11,180 1,391 2021 2010 1801 E. Natoma St.
Fort Wayne, IN 3,637 42,242 769 3,637 43,011 3,549 2020 2018 3715 Union Chapel Rd
Fort Worth, TX 2,080 27,888 10,112 2,080 38,000 12,780 2012 2001 2151 Green Oaks Road
Fort Worth, TX 4,179 40,328 18,261 7,150 55,618 8,766 2019 2017 3401 Amador Drive
Fort Worth, TX 2,538 18,909 49 2,538 18,958 1,794 2020 2020 3401 Amador Drive
Fort Worth, TX 25,972 2,781 23,191 1,964 2021 2015 8600 N Riverside Dr
Franklin, TN 5,733 15,437 2,351 5,734 17,787 1,789 2021 1999 314 Cool Springs Blvd.
Fremont, CA 3,400 25,300 7,027 3,456 32,271 14,022 2005 1987 2860 Country Dr.
Fresno, CA 22,570 896 10,591 25,463 2,459 34,491 4,868 2019 2014 5605 North Gates Avenue
Frome, UK 2,720 14,813 380 2,663 15,250 3,794 2014 2012 Welshmill Lane
Fullerton, CA 1,964 19,989 2,030 1,998 21,985 6,893 2013 2008 2226 North Euclid Street
Fullerton, CA 1,801 6,195 857 1,801 7,052 722 2021 1987 1510 East Commonwealth Avenue
Fullerton, CA 6,739 54,075 2,190 6,739 56,265 1,781 2022 2021 433 W Bastanchury Rd
Gahanna, OH 772 11,214 2,282 847 13,421 4,575 2013 1998 775 East Johnstown Road
Gainesville, GA 1,908 27,036 434 1,909 27,469 2,570 2021 2000 940 South Enota Drive
Gainesville, FL 31,636 2,374 29,262 2,767 2016 2018 3605 NW 83rd Street
Garden Grove, CA 2,107 4,549 1,171 2,107 5,720 879 2021 1999 11848 Valley View Street
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Gardnerville, NV 1,143 10,831 4,493 1,164 15,303 10,096 1998 1999 1565-A Virginia Ranch Rd.
Gig Harbor, WA 1,560 15,947 5,100 1,583 21,024 6,851 2010 1994 3213 45th St. Court NW
Gilbert, AZ 14,200 2,160 28,246 2,704 2,208 30,902 11,854 2013 2008 580 S. Gilbert Road
Glen Cove, NY 4,594 35,236 2,767 4,718 37,879 13,612 2013 1998 39 Forest Avenue
Glendale, AZ 3,114 24,668 52 3,115 24,719 1,276 2021 2018 8847 W. Glendale Ave
Glenview, IL 2,090 69,288 6,267 2,090 75,555 24,429 2012 2001 2200 Golf Road
Golden Valley, MN 3,600 1,520 33,513 1,703 1,634 35,102 10,803 2013 2005 4950 Olson Memorial Highway
Granbury, TX 2,040 30,670 873 2,040 31,543 9,825 2011 2009 100 Watermark Boulevard
Grand Forks, ND 1,050 13,147 28 1,050 13,175 1,212 2021 2014 3783 S 16th St #112
Grand Prairie, TX 1,880 23,827 45 1,884 23,868 1,023 2021 2021 3013 Doryn Drive
Grand Rapids, MI 2,179 15,745 256 2,365 15,815 1,554 2021 2003 3121 Lake Michigan Dr NW
Grandville, MI 1,533 7,219 371 1,533 7,590 362 2022 2018 3939 44th St SW
Grants Pass, OR 561 8,874 177 561 9,051 749 2021 1985 1001 NE A Street
Grapevine, TX 2,220 17,648 637 2,220 18,285 3,396 2013 2014 4545 Merlot Drive
Greeley, CO 1,077 18,051 499 1,077 18,550 3,006 2017 2009 5300 West 29th Street
Greenville, SC 893 22,795 702 894 23,496 2,116 2021 1989 1180 Haywood Road
Gresham, OR 1,966 6,566 139 1,966 6,705 558 2021 1985 2895 SE Powell Valley Rd.
Grimsby, ON 636 5,617 785 661 6,377 1,724 2015 1991 84 Main Street East
Grosse Pointe Woods, MI 950 13,662 1,006 950 14,668 4,495 2013 2006 1850 Vernier Road
Grosse Pointe Woods, MI 1,430 31,777 1,355 1,452 33,110 10,020 2013 2005 21260 Mack Avenue
Grove City, OH 3,509 82,988 3,509 82,988 11,470 2018 2017 3717 Orders Road
Grove City, OH 1,099 5,246 495 1,105 5,735 816 2021 1990 2320 Sonora Drive
Guildford, UK 61,801 5,243 56,558 17,015 2013 2006 Astolat Way, Peasmarsh
Gurnee, IL 890 27,931 2,805 945 30,681 9,490 2013 2002 500 North Hunt Club Road
Haddonfield, NJ 520 16,363 852 527 17,208 3,932 2011 2015 132 Warwick Road
Hamburg, NY 984 10,928 984 10,928 2,013 2019 2009 4600 Southwestern Blvd
Hamilton, OH 1,128 10,940 1,116 1,184 12,000 1,879 2019 2019 1740 Eden Park Drive
Hampshire, UK 30,676 4,084 26,592 8,359 2013 2006 22-26 Church Road
Happy Valley, OR 721 10,410 721 10,410 1,746 2019 1998 8915 S.E. Monterey
Harahan, LA 2,628 38,864 78 2,628 38,942 1,215 2021 2020 7904 Jefferson Hwy
Harrisburg, IL 858 4,940 210 858 5,150 735 2021 2005 165 Ron Morse Drive
Hattiesburg, MS 450 13,469 185 450 13,654 4,228 2010 2009 217 Methodist Hospital Blvd
Haverford, PA 1,880 33,993 3,519 1,907 37,485 11,602 2010 2000 731 Old Buck Lane
Helena, MT 1,850 19,045 93 1,851 19,137 2,692 2021 1998 2801 Colonial Drive
Hemet, CA 1,877 9,488 320 1,878 9,807 1,027 2021 1988 800 W Oakland Ave
Henderson, NV 1,190 11,600 1,393 1,298 12,885 5,277 2013 2008 1555 West Horizon Ridge Parkway
Hermitage, PA 1,084 15,449 50 1,084 15,499 1,600 2021 2001 260 S. Buhl Farm Dr.
Hickory, NC 1,600 28,419 122 1,600 28,541 2,690 2021 2002 915 29th Avenue NE
High Point, NC 1,355 21,735 596 1,356 22,330 2,394 2021 2002 1573 Skeet Club Rd.
High Wycombe, UK 3,378 13,343 3,378 13,343 2,156 2015 2017 The Row Lane End
Highland Park, IL 2,820 15,832 1,435 2,820 17,267 4,703 2011 2012 1651 Richfield Avenue
Highland Park, IL 2,250 25,313 1,991 2,271 27,283 9,345 2013 2005 1601 Green Bay Road
Hindhead, UK 17,852 48,645 46 17,475 49,068 8,341 2016 2012 Portsmouth Road
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Hingham, MA 1,440 32,292 615 1,444 32,903 7,922 2015 2012 1 Sgt. William B Terry Drive
Holbrook, NY 3,957 35,337 2,994 4,317 37,971 11,991 2013 2001 320 Patchogue Holbrook Road
Honolulu, HI 22,918 56,046 802 22,930 56,836 7,569 2021 1998 428 Kawaihae St
Hoover, AL 2,165 18,043 121 2,166 18,163 1,957 2021 2004 3517 Lorna Road
Horley, UK 2,332 12,144 550 2,283 12,743 3,744 2014 2014 Court Lodge Road
Houston, TX 960 16,071 960 16,071 10,261 2011 1995 10225 Cypresswood Dr
Houston, TX 3,830 55,674 10,350 3,830 66,024 22,748 2012 1998 2929 West Holcombe Boulevard
Houston, TX 41,899 1,040 40,859 12,062 2012 1999 505 Bering Drive
Houston, TX 19,671 1,750 17,921 3,578 2016 2014 10120 Louetta Road
Howell, NJ 1,066 21,577 2,085 1,154 23,574 7,614 2010 2007 100 Meridian Place
Hudson, OH 1,586 11,314 167 1,586 11,481 257 2022 2019 125 Omni Lake Pkwy
Hudson, OH 1,754 34,395 448 1,754 34,843 700 2022 2019 150 Omni Lake Pkwy
Huntington Beach, CA 3,808 31,172 3,163 3,931 34,212 11,961 2013 2004 7401 Yorktown Avenue
Hutchinson, KS 600 10,590 5,501 600 16,091 5,555 2004 1997 2416 Brentwood
Independence, MO 1,572 14,454 1,572 14,454 2,032 2019 2019 19301 East Eastland Ctr Ct
Independence, MO 3,215 24,471 478 3,250 24,914 2,373 2021 1990 2100 Swope Drive
Independence, MO 10,558 2,017 15,796 884 2,017 16,680 547 2022 2014 19301 E 50th Terrace Ct S
Indianola, IA 2,211 11,501 533 2,211 12,034 387 2022 2018 610 E Scenic Valley Ave
Iowa City, IA 891 6,011 136 891 6,147 632 2021 1991 2423 Walden Road
Jackson, TN 1,370 12,490 310 1,387 12,783 1,291 2021 1996 25 Max Lane Drive
Jacksonville, FL 750 25,231 268 750 25,499 4,303 2013 2014 5939 Roosevelt Boulevard
Jacksonville, FL 26,381 2,086 1,691 26,776 4,505 2013 2014 4000 San Pablo Parkway
Jacksonville, FL 1,205 11,991 23,039 6,550 29,685 4,028 2019 2019 10520 Validus Drive
Jeannette, PA 1,642 22,377 919 1,642 23,296 717 2022 2018 4000 Village Dr
Johns Creek, GA 1,580 23,285 1,651 1,588 24,928 7,884 2013 2009 11405 Medlock Bridge Road
Johnson City, NY 1,440 11,675 1,184 1,481 12,818 2,379 2019 2013 1035 Anna Maria Drive
Kalamazoo, MI 7,511 45,942 48 6,291 47,210 5,344 2021 1989 1700 Bronson Way
Kalamazoo, MI 1,274 1,274 2021 1900 1700 Bronson Way
Kanata, ON 1,689 28,670 816 1,676 29,499 9,527 2012 2005 70 Stonehaven Drive
Kansas City, MO 11,239 1,938 11,694 854 1,938 12,548 456 2022 2016 111 NW 94 St
Kelowna, BC 4,118 2,688 13,647 1,753 2,786 15,302 5,420 2013 1999 863 Leon Avenue
Kelowna, BC 6,302 46,346 4,616 6,302 50,962 2,622 2022 2021 1360 K.L.O Road
Kelowna, BC 5,443 42,606 3,801 5,443 46,407 2,803 2022 2000 580 Yates Road
Kelowna, BC 6,171 51,949 4,494 6,171 56,443 2,662 2022 2005 1075 Barnes Ave
Kelowna, BC 3,718 44,690 3,508 3,718 48,198 2,719 2022 2012 1277 Gordon Drive
Kelowna, BC 3,069 11,524 622 3,069 12,146 864 2022 1988 3200 Lakeshore Road
Kennebunk, ME 2,700 30,204 6,670 3,525 36,049 16,753 2013 2006 One Huntington Common Drive
Kenner, LA 1,100 10,036 5,354 1,100 15,390 11,447 1998 2000 1600 Joe Yenni Blvd
Kenner, LA 809 12,344 575 810 12,918 962 2021 1988 1101 Sunset Boulevard
Kennett Square, PA 1,050 22,946 1,308 1,152 24,152 7,496 2010 2008 301 Victoria Gardens Dr.
Kingsport, TN 2,123 33,130 61 2,123 33,191 1,121 2021 2019 915 Holston Hills Dr.
Kingston, ON 10,554 1,030 11,416 1,707 1,368 12,785 3,066 2015 1983 181 Ontario Street
Kingston upon Thames, UK 32,366 46,899 32,366 46,899 7,935 2016 2014 Coombe Lane West
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Kingwood, TX 480 9,777 1,681 480 11,458 3,901 2011 1999 22955 Eastex Freeway
Kingwood, TX 1,683 24,207 2,513 1,683 26,720 5,931 2017 2012 24025 Kingwood Place
Kirkland, WA 1,880 4,315 2,287 1,880 6,602 2,562 2003 1996 6505 Lakeview Dr.
Kitchener, ON 8,502 1,341 13,939 4,800 1,411 18,669 4,858 2016 2003 1250 Weber Street E
Klamath Falls, OR 1,335 10,174 2,102 1,335 12,276 2,553 2020 2000 615 Washburn Way
La Palma, CA 2,950 16,591 1,337 2,996 17,882 5,866 2013 2003 5321 La Palma Avenue
La Vista, NE 9,220 1,199 14,840 830 1,199 15,670 540 2022 2012 7544 Gertrude St
Lackawanna, NY 1,029 5,959 1,029 5,959 1,250 2019 2002 133 Orchard Place
Lafayette Hill, PA 1,750 11,848 2,566 1,867 14,297 5,793 2013 1998 429 Ridge Pike
Laguna Hills, CA 12,820 75,926 20,937 12,820 96,863 27,962 2016 1988 24903 Moulton Parkway
Laguna Woods, CA 11,280 76,485 14,186 11,280 90,671 24,362 2016 1987 24441 Calle Sonora
Laguna Woods, CA 9,150 57,842 13,345 9,150 71,187 19,566 2016 1986 24962 Calle Aragon
Lake Havasu City, AZ 364 1,599 527 364 2,126 489 2020 2009 320 Lake Havasu Ave. N,
Lake Zurich, IL 1,470 9,830 3,857 1,470 13,687 5,679 2011 2007 550 America Court
Lakeland, FL 2,416 19,791 165 2,416 19,956 2,165 2021 1999 1325 Grasslands Boulevard
Lakeview, MI 733 2,212 126 733 2,338 191 2022 2013 9494 Paden Rd
Lakewood, NY 10,040 1,031 17,410 776 1,031 18,186 565 2022 2016 2123 Southwestern Dr
Lakewood Ranch, FL 650 6,714 2,051 650 8,765 2,373 2011 2012 8230 Nature's Way
Lakewood Ranch, FL 1,000 22,388 493 1,000 22,881 6,231 2012 2005 8220 Natures Way
Lancaster, CA 700 15,295 5,028 712 20,311 6,995 2010 1999 43051 15th St. West
Lancaster, OH 289 2,077 620 289 2,697 267 2021 1996 800 Becks Knob Road
Lancaster, OH 1,029 7,699 236 1,029 7,935 1,101 2021 1981 2750 West Fair Avenue
Lancaster, PA 1,680 14,039 131 1,680 14,170 2,374 2015 2017 31 Millersville Road
Lancaster, NY 1,283 12,202 1,283 12,202 2,393 2019 2011 18 Pavement Road
Las Vegas, NV 5,908 36,955 4,577 5,908 41,532 7,940 2020 1999 1600 S Valley View Road
Las Vegas, NV 1,274 13,748 803 1,298 14,527 1,789 2020 2001 3300 Winterhaven Street
Las Vegas, NV 2,412 22,045 2,615 2,412 24,660 3,491 2020 1997 3210 S Sandhill Road
Laval, QC 19,011 2,105 32,161 4,586 2,129 36,723 7,379 2018 2005 269, boulevard Ste. Rose
Laval, QC 3,513 2,383 5,968 1,431 2,402 7,380 1,425 2018 1989 263, boulevard Ste. Rose
Lawrence, KS 250 8,716 195 250 8,911 2,399 2012 1996 3220 Peterson Road
Lawrenceville, GA 1,500 29,003 979 1,562 29,920 9,369 2013 2008 1375 Webb Gin House Road
Lawrenceville, GA 3,513 24,173 2,504 3,514 26,676 1,896 2021 2007 2899 Five Forks Trickum Road
Leatherhead, UK 4,430 17,865 4,430 17,865 2,793 2015 2017 Rectory Lane
Leawood, KS 2,490 32,493 10,824 5,610 40,197 12,945 2012 1999 4400 West 115th Street
Lenexa, KS 9,700 826 26,251 1,837 927 27,987 9,460 2013 2006 15055 West 87th Street Parkway
Lexington, SC 1,843 15,301 300 1,870 15,574 1,365 2021 2001 203 Old Chapin Rd.
Lincoln, NE 884 10,637 99 895 10,725 1,088 2021 1990 1111 S 70th
Lincoln, NE 390 13,807 602 390 14,409 4,660 2010 2000 7208 Van Dorn St.
Lincroft, NJ 9 19,958 2,131 148 21,950 7,195 2013 2002 734 Newman Springs Road
Linwood, NJ 800 21,984 2,521 873 24,432 7,921 2010 1997 432 Central Ave
Litchfield, CT 1,240 17,908 12,418 1,362 30,204 8,222 2010 1998 19 Constitution Way
Lititz, PA 1,200 13,836 116 1,200 13,952 2,339 2015 2016 80 West Millport Road
Little Neck, NY 3,350 38,461 5,987 3,358 44,440 13,338 2010 2000 5515 Little Neck Pkwy.
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Livingston, NJ 8,000 44,424 2,210 8,103 46,531 8,297 2015 2017 369 E Mt Pleasant Avenue
Lombard, IL 17,010 2,130 59,943 2,205 2,218 62,060 19,109 2013 2009 2210 Fountain Square Dr
London, UK 19,777 39,598 19,777 39,598 820 2019 2022 Wood Street
London, UK 13,885 3,055 10,830 2,865 2014 2012 71 Hatch Lane
London, UK 23,387 41,794 23,387 41,794 1,178 2019 2022 Ashley Ln, London
London, ON 9,601 1,969 16,985 2,243 2,018 19,179 4,954 2015 1953 1486 Richmond Street North
London, ON 1,445 13,631 1,537 1,599 15,014 3,839 2015 1950 81 Grand Avenue
London, UK 24,022 7,282 16,740 3,186 2015 2016 6 Victoria Drive
London, UK 68,565 21,955 46,610 3,774 2017 2020 39-41 East Hill, Wandsworth
Londonderry, NH 15,304 2,872 24,521 1,279 2,872 25,800 834 2022 2016 2 Golen Dr
Long Grove, IL 25,923 2,729 23,194 1,413 2021 2017 2300 Illinois Route 53
Longmont, CO 1,756 11,825 412 1,903 12,090 1,509 2021 1986 2210 Main Street
Longueuil, QC 7,441 3,992 23,711 3,539 4,157 27,085 7,607 2015 1989 70 Rue Levis
Longview, TX 610 5,520 1,233 610 6,753 2,390 2006 2007 311 E Hawkins Pkwy
Lorain, OH 1,409 13,052 1,409 13,052 1,626 2019 2018 5401 North Pointe Pkwy
Los Angeles, CA 114,438 10,062 124,500 42,068 2011 2009 10475 Wilshire Boulevard
Los Angeles, CA 3,540 19,007 4,552 3,540 23,559 8,603 2012 2001 2051 N. Highland Avenue
Los Angeles, CA 28,050 6,540 91 34,499 8,134 2016 2006 4061 Grand View Boulevard
Louisville, KY 2,420 20,816 3,810 2,420 24,626 8,588 2012 1999 4600 Bowling Boulevard
Louisville, KY 13,650 1,600 20,326 1,925 1,607 22,244 7,375 2013 2010 6700 Overlook Drive
Louisville, CO 2,266 13,002 21,965 1,939 35,294 5,305 2019 2008 1336 E Hecla Drive
Louisville, CO 1,042 8,396 18,982 1,156 27,264 2,801 2019 2019 1800 Plaza Drive
Louisville, CO 1,432 6,684 54,218 2,584 59,750 11,898 2019 1999 1855 Plaza Drive
Louisville, CO 1,323 7,547 11,733 1,391 19,212 2,534 2019 1999 282 McCaslin Blvd
Louisville, CO 1,630 12,001 37,342 2,332 48,641 7,395 2019 2004 1331 E Hecla Drive
Louisville, KY 1,588 9,254 460 1,614 9,688 912 2021 2000 620 Valley Coillege Drive
Louisville, KY 2,274 10,768 2,440 2,274 13,208 1,032 2021 1998 8021 Christian Court
Ludington, MI 747 6,406 104 747 6,510 146 2022 2002 502 N Sherman St
Lynnfield, MA 3,165 45,200 2,936 3,786 47,515 15,282 2013 2006 55 Salem Street
Macungie, PA 26,961 2,558 24,403 1,886 2017 2018 6043 Lower Macungie Road
Madison, TN 2,093 8,306 208 2,093 8,514 861 2021 1986 200 East Webster
Mahwah, NJ 1,605 27,249 1,428 1,632 28,650 5,639 2012 2015 15 Edison Road
Malvern, PA 1,651 17,194 3,232 1,804 20,273 7,964 2013 1998 324 Lancaster Avenue
Manassas, VA 2,946 16,609 168 2,976 16,747 1,759 2021 1994 9852 Fairmont Avenue
Mansfield, TX 660 5,251 850 660 6,101 2,283 2006 2007 2281 Country Club Dr
Mansfield, TX 21,353 2,807 18,546 1,504 2017 2019 2500 N. Walnut Creek
Manteca, CA 1,300 12,125 5,706 1,312 17,819 7,831 2005 1986 430 N. Union Rd.
Maple Ridge, BC 8,632 2,875 11,922 2,485 3,139 14,143 2,686 2015 2009 12241 224th Street
Marieville, QC 5,206 1,278 12,113 895 1,333 12,953 3,259 2015 2002 425 rue Claude de Ramezay
Markham, ON 45,522 3,727 48,939 2,869 3,780 51,755 19,006 2013 1981 7700 Bayview Avenue
Marlboro, NJ 2,222 14,888 2,532 2,268 17,374 5,694 2013 2002 3A South Main Street
Marlow, UK 8,587 38,359 8,587 38,359 7,060 2013 2014 210 Little Marlow Road
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Marysville, WA 620 4,780 5,069 620 9,849 3,543 2003 1998 9802 48th Dr. N.E.
Massillon, OH 1,117 16,687 889 1,117 17,576 553 2022 2016 2550 University Dr SE
Mattoon, IL 791 1,905 168 803 2,061 409 2021 1999 2008 South 9th Street
Mattoon, IL 505 2,258 275 505 2,533 385 2021 2001 1920 Brookstone Lane
McKinney, TX 1,570 7,389 1,211 1,570 8,600 2,785 2009 2010 2701 Alma Rd.
McKinney, TX 4,314 23,777 118 4,314 23,895 1,681 2021 2018 220 S Crutcher Crossing
Meadville, PA 546 4,826 546 4,826 113 2022 1900 637 Pine St
Medicine Hat, AB 8,917 1,432 14,141 340 1,472 14,441 4,462 2015 1999 223 Park Meadows Drive SE
Medina, OH 1,309 10,540 2,429 1,735 12,543 2,003 2019 2017 699 North Huntington St
Medina, OH 42,524 2,111 40,413 792 2019 2020 122 Medina Rd
Melbourne, FL 7,070 48,257 45,667 7,070 93,924 33,317 2007 2009 7300 Watersong Lane
Melville, NY 4,280 73,283 9,420 4,332 82,651 25,492 2010 2001 70 Pinelawn Rd
Memphis, TN 1,800 17,744 3,809 1,800 21,553 8,471 2012 1999 6605 Quail Hollow Road
Memphis, TN 2,794 3,974 1,844 2,794 5,818 1,370 2021 1981 1645 Massey Road
Memphis, TN 1,578 9,933 233 1,578 10,166 1,211 2021 2018 8722 Winchester Rd
Menomonee Falls, WI 1,020 6,984 2,694 1,020 9,678 3,613 2006 2007 W128 N6900 Northfield Drive
Mentor, OH 11,225 957 13,206 936 957 14,142 340 2022 2019 9150 Lakeshore Blvd
Merced, CA 2,806 13,292 242 2,814 13,526 1,255 2021 1997 3460 R Street
Mesa, AZ 950 9,087 5,940 950 15,027 7,394 1999 2000 7231 E. Broadway
Metairie, LA 14,200 725 27,708 2,080 1,448 29,065 8,708 2013 2009 3732 West Esplanade Ave. S
Midland, MI 1,084 5,623 332 1,084 5,955 328 2022 2015 4124 Waldo Ave
Mill Creek, WA 10,150 60,274 4,994 10,179 65,239 25,494 2010 1998 14905 Bothell-Everett Hwy
Millbrook, NY 12,448 12,390 788 12,708 12,918 3,250 2021 1985 79 Flint Road
Millersburg, OH 1,293 17,788 716 1,293 18,504 590 2022 2021 4245 Glen Dr
Milton, ON 17,326 4,542 25,321 5,995 4,680 31,178 5,978 2015 2012 611 Farmstead Drive
Milwaukie, OR 2,391 20,262 289 2,391 20,551 2,117 2021 1996 4017 SE Vineyard Road
Minnetonka, MN 920 29,344 1,594 964 30,894 9,364 2013 2006 18605 Old Excelsior Blvd.
Mission Viejo, CA 12,661 6,600 52,118 9,060 6,600 61,178 14,143 2016 1998 27783 Center Drive
Mississauga, ON 7,208 1,602 17,996 1,132 1,641 19,089 6,066 2013 1984 1130 Bough Beeches Boulevard
Mississauga, ON 23,386 3,649 35,137 2,773 3,818 37,741 11,877 2015 1988 1490 Rathburn Road East
Mississauga, ON 5,266 2,548 15,158 3,369 2,608 18,467 5,112 2015 1989 85 King Street East
Missoula, MT 550 7,490 2,098 553 9,585 3,862 2005 1998 3620 American Way
Mobberley, UK 5,146 26,665 126 5,037 26,900 9,760 2013 2007 Barclay Park, Hall Lane
Mobile, AL 737 10,205 77 737 10,282 1,302 2021 1995 650 University Boulevard South
Molalla, OR 1,210 3,903 719 1,210 4,622 928 2020 1998 835 E Main St
Monterey, CA 6,440 29,101 3,717 6,443 32,815 10,523 2013 2009 1110 Cass St.
Montgomery, AL 524 10,923 47 524 10,970 1,364 2021 1991 5801 EastdaleDrive
Montgomery, MD 6,482 83,642 15,287 6,709 98,702 22,714 2018 1992 3701 International Dr
Montgomery Village, MD 3,530 18,246 7,952 4,291 25,437 13,035 2013 1993 19310 Club House Road
Montreal-Nord, QC 9,462 4,407 23,719 8,325 4,463 31,988 7,068 2018 1988 6700, boulevard Gouin Est
Moorestown, NJ 2,060 51,628 8,586 2,095 60,179 17,302 2010 2000 1205 N. Church St
Moose Jaw, SK 1,249 582 12,973 1,379 595 14,339 4,346 2013 2001 425 4th Avenue NW



(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Morton Grove, IL 1,900 15,729 1,900 15,729 5,866 2010 2011 5520 N. Lincoln Ave.
Murphy, TX 1,950 19,182 831 1,950 20,013 4,066 2015 2012 304 West FM 544
Nacogdoches, TX 390 5,754 970 390 6,724 2,499 2006 2007 5902 North St
Naperville, IL 1,550 12,237 2,722 1,550 14,959 5,064 2012 2013 1936 Brookdale Road
Naperville, IL 1,540 28,204 1,894 1,593 30,045 9,739 2013 2002 535 West Ogden Avenue
Nashville, TN 3,900 35,788 5,251 3,900 41,039 15,368 2012 1999 4206 Stammer Place
New Braunfels, TX 1,200 19,800 10,568 2,729 28,839 8,054 2011 2009 2294 East Common Street
New Palestine, IN 2,259 22,010 211 2,290 22,190 1,944 2021 2017 4400 Terrace Drive
Newberg, OR 2,806 15,260 133 2,809 15,390 1,239 2021 2002 3801 Hayes St.
Newbury, UK 2,850 12,796 161 2,790 13,017 2,257 2015 2016 370 London Road
Newmarket, UK 4,071 11,902 890 3,985 12,878 3,674 2014 2011 Jeddah Way
Newtown Square, PA 1,930 14,420 1,961 1,975 16,336 6,289 2013 2004 333 S. Newtown Street Rd.
Norman, OK 1,480 33,330 957 1,480 34,287 9,102 2012 1985 800 Canadian Trails Drive
North Canton, OH 1,726 24,588 1,926 1,726 26,514 829 2022 2017 850 Applegrove St
North Ridgeville, OH 1,780 29,390 88 1,780 29,478 484 2022 2020 33770 Bagley Rd
North Tonawanda, NY 1,249 7,360 639 1,263 7,985 1,548 2019 2005 705 Sandra Lane
North Tonawanda, NY 1,426 17,572 653 1,426 18,225 605 2022 2009 3959 Forest Park Way
North Tustin, CA 2,880 18,059 1,400 3,044 19,295 5,693 2013 2000 12291 Newport Avenue
North Wales, PA 1,968 18,356 767 1,971 19,120 2,161 2021 2013 1419 Horsham Rd
Oak Harbor, WA 739 7,698 787 739 8,485 1,533 2019 1998 171 SW 6th Ave
Oak Park, IL 1,250 40,383 3,944 1,250 44,327 14,849 2012 2004 1035 Madison Street
Oakdale, PA 1,917 11,954 931 1,930 12,872 2,438 2019 2017 7420 Steubenville Pike
Oakland, CA 3,877 47,508 4,284 4,117 51,552 16,621 2013 1999 11889 Skyline Boulevard
Oakton, VA 2,250 37,576 4,241 2,393 41,674 13,186 2013 1997 2863 Hunter Mill Road
Oakville, ON 4,860 1,252 7,382 769 1,331 8,072 2,716 2013 1982 289 and 299 Randall Street
Oakville, ON 7,427 2,134 29,963 2,977 2,203 32,871 10,487 2013 1994 25 Lakeshore Road West
Oakville, ON 3,901 1,271 13,754 1,560 1,311 15,274 4,460 2013 1988 345 Church Street
Ocala, FL 1,340 10,564 377 1,340 10,941 3,947 2008 2009 2650 SE 18TH Avenue
Odessa, TX 346 3,506 249 384 3,717 326 2021 1954 311 W 4th St
Ogden, UT 360 6,700 1,864 360 8,564 3,706 2004 1998 1340 N. Washington Blv.
Oklahoma City, OK 590 7,513 195 590 7,708 3,026 2007 2008 13200 S. May Ave
Oklahoma City, OK 760 7,017 331 760 7,348 2,776 2007 2009 11320 N. Council Road
Oklahoma City, OK 18,228 1,590 16,638 1,649 2014 2016 2800 SW 131st Street
Oklahoma City, OK 5,946 29,540 343 5,962 29,867 34,358 2021 1984 1404 North West 122nd Street
Okotoks, AB 15,670 714 20,943 1,428 752 22,333 5,811 2015 2010 51 Riverside Gate
Olney, IL 897 4,805 284 897 5,089 661 2021 1999 1110 North East Street
Olney, IL 534 2,234 312 546 2,534 424 2021 1998 1301 North East Street
Omaha, NE 7,977 1,623 12,027 649 1,623 12,676 416 2022 2010 7205 N 73rd Plz Cir
Omaha, NE 370 10,230 284 370 10,514 3,477 2010 1998 11909 Miracle Hills Dr.
Omaha, NE 380 8,769 436 380 9,205 3,159 2010 1999 5728 South 108th St.
Orange, CA 34,560 8,021 64,689 2,803 8,021 67,492 8,850 2019 2018 630 The City Drive South
Orem, UT 1,395 8,775 224 1,395 8,999 1,055 2021 1987 325 W Center
Ormond Beach, FL 3,428 16,941 326 3,430 17,265 1,935 2021 1984 101 Clyde Morris Blvd
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Ottawa, ON 11,998 1,341 15,425 3,637 1,403 19,000 3,822 2015 2001 110 Berrigan Drive
Ottawa, ON 7,629 2,809 27,299 3,583 2,855 30,836 10,742 2013 1998 43 Aylmer Avenue
Ottawa, ON 3,843 1,156 9,758 791 1,210 10,495 3,326 2013 1998 1351 Hunt Club Road
Ottawa, ON 5,015 746 7,800 1,101 799 8,848 2,733 2013 1999 140 Darlington Private
Ottawa, ON 7,818 1,176 12,764 961 1,240 13,661 2,710 2015 1987 10 Vaughan Street
Ottawa, ON 17,195 3,454 23,309 3,538 3,607 26,694 10,393 2015 1966 2370 Carling Avenue
Ottawa, ON 17,733 4,256 39,141 1,225 4,299 40,323 9,757 2015 2005 751 Peter Morand Crescent
Ottawa, ON 6,189 2,197 7,513 2,197 7,513 3,451 2015 1989 1 Eaton Street
Ottawa, ON 11,788 2,963 26,424 2,773 3,094 29,066 6,221 2015 2008 691 Valin Street
Ottawa, ON 8,893 1,561 18,170 2,816 1,707 20,840 4,534 2015 2006 22 Barnstone Drive
Ottawa, ON 11,461 3,403 31,090 3,014 3,558 33,949 6,748 2015 2009 990 Hunt Club Road
Ottawa, ON 14,435 3,411 28,335 5,298 3,560 33,484 8,206 2015 2009 2 Valley Stream Drive
Outremont, QC 15,294 6,746 45,981 11,180 6,848 57,059 13,161 2018 1976 1000, avenue Rockland
Overland Park, KS 1,540 16,269 4,322 1,670 20,461 6,109 2012 1998 9201 Foster
Oviedo, FL 3,350 31,147 223 3,351 31,369 3,366 2021 2002 7015 Red Bug Lake Rd.
Painesville, OH 8,193 1,407 12,500 1,407 12,500 95 2020 2022 1386 Elizabeth Blvd
Painted Post, NY 8,995 1,326 13,400 704 1,326 14,104 498 2022 2012 110 Creekside Dr
Palestine, TX 180 4,320 2,951 180 7,271 2,437 2006 2005 1625 W. Spring St.
Palm Coast, FL 870 10,957 355 870 11,312 3,965 2008 2010 50 Town Ct.
Palm Desert, CA 6,193 83,052 1,855 6,193 84,907 1,916 2022 2010 39905 Via Scena
Palm Desert, CA 13,628 58,446 1,510 13,683 59,901 6,453 2021 1985 41-505 Carlotta Drive
Palo Alto, CA 25,050 39,639 3,558 43 43,154 13,765 2013 2007 2701 El Camino Real
Paramus, NJ 2,840 35,728 2,061 2,986 37,643 11,868 2013 1998 567 Paramus Road
Paris, IL 688 6,203 403 719 6,575 639 2021 2001 146 Brookstone Lane
Paris, TX 490 5,452 1,160 490 6,612 5,507 2005 2006 750 N Collegiate Dr
Parma, OH 1,533 9,221 754 1,536 9,972 1,904 2019 2016 11500 Huffman Road
Paso Robles, CA 1,770 8,630 6,298 1,770 14,928 5,940 2002 1998 1919 Creston Rd.
Peabody, MA 2,250 16,071 1,405 2,380 17,346 4,853 2013 1994 73 Margin Street
Pella, IA 870 6,716 496 938 7,144 1,940 2012 2002 2602 Fifield Road
Pembroke, ON 1,931 9,427 1,106 1,915 10,549 3,434 2012 1999 1111 Pembroke Street West
Pennington, NJ 1,380 27,620 3,861 1,527 31,334 8,970 2011 2000 143 West Franklin Avenue
Penticton, BC 3,706 46,717 3,508 3,706 50,225 2,779 2022 2015 3475 Wilson Street
Peoria, AZ 766 21,796 2,636 766 24,432 4,725 2018 2014 13391 N 94th Drive
Peoria, AZ 2,006 12,091 920 2,006 13,011 1,467 2021 1997 13619 N 94th Drive
Pickerington, OH 2,815 26,921 645 2,815 27,566 964 2022 2019 602 Redbud Road
Pittsburgh, PA 1,580 18,017 11,434 1,615 29,416 7,323 2013 2009 900 Lincoln Club Dr.
Pittston, PA 1,644 13,756 858 1,644 14,614 529 2022 2019 900 N Twp Blvd
Placentia, CA 8,480 17,076 6,657 8,528 23,685 7,370 2016 1987 1180 N Bradford Avenue
Plainview, NY 3,066 19,901 1,935 3,182 21,720 6,574 2013 2001 1231 Old Country Road
Plano, TX 28,960 3,120 59,950 6,115 3,294 65,891 23,616 2013 2006 4800 West Parker Road
Plano, TX 1,750 15,390 2,126 1,750 17,516 3,619 2016 2014 3690 Mapleshade Lane
Plattsmouth, NE 250 5,650 189 250 5,839 2,021 2010 1999 1913 E. Highway 34
Playa Vista, CA 1,580 40,531 4,053 1,677 44,487 13,996 2013 2006 5555 Playa Vista Drive
Pleasanton, CA 52,279 3,676 48,603 5,362 2016 2017 5700 Pleasant Hill Road
Port Perry, ON 10,118 3,685 26,788 2,883 3,784 29,572 6,135 2015 2009 15987 Simcoe Street
Port St. Lucie, FL 8,700 47,230 21,669 8,700 68,899 24,522 2008 2010 10685 SW Stony Creek Way
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Portage, MI 40,751 2,880 59,764 2,780 2,885 62,539 9,582 2019 2017 3951 W. Milham Ave.
Porterville, CA 1,739 15,190 235 1,742 15,422 1,742 2021 1999 2500 W Henderson Avenue
Potomac, MD 58,183 6,648 51,535 3,793 2018 2021 10800 Potomac Tennis Lane
Princeton, NJ 1,730 30,888 3,008 1,845 33,781 10,534 2011 2001 155 Raymond Road
Princeton, NJ 31,755 3,703 28,052 255 2020 2001 775 Mt Lucas Road
Purley, UK 7,365 35,161 1,462 7,193 36,795 12,570 2012 2005 21 Russell Hill Road
Puyallup, WA 1,150 20,776 7,066 1,156 27,836 8,955 2010 1985 123 Fourth Ave. NW
Quebec City, QC 5,996 2,420 21,977 3,542 2,572 25,367 4,947 2018 2000 795, rue Alain
Quebec City, QC 10,541 3,300 28,325 4,897 3,325 33,197 6,482 2018 1987 650 and 700, avenue Murray
Queensbury, NY 1,260 21,744 4,174 1,273 25,905 5,601 2015 1999 27 Woodvale Road
Quincy, IL 2,328 16,254 117 2,332 16,367 1,544 2021 2005 823 S 36th St.
Rancho Cucamonga, CA 1,480 10,055 2,477 2,084 11,928 4,694 2013 2001 9519 Baseline Road
Rancho Palos Verdes, CA 5,450 60,034 9,014 5,450 69,048 21,690 2012 2004 5701 Crestridge Road
Randolph, NJ 29,300 1,540 46,934 2,905 1,760 49,619 15,120 2013 2006 648 Route 10 West
Rantoul, IL 579 4,576 194 579 4,770 562 2021 2002 300 Twin Lakes Drive
Red Deer, AB 10,685 1,247 19,283 2,039 1,290 21,279 5,051 2015 2004 3100 - 22 Street
Red Deer, AB 12,559 1,199 22,339 2,602 1,212 24,928 6,195 2015 2004 10 Inglewood Drive
Redding, CA 25,501 4,474 36,557 1,877 4,474 38,434 5,769 2019 2017 2150 Bechelli Lane
Redding, CA 2,639 10,290 127 2,675 10,381 1,286 2021 1985 451 Hilltop Drive
Redlands, CA 1,966 40,425 398 1,966 40,823 4,170 2021 1988 10 Terracina Blvd
Regina, SK 4,957 1,485 21,148 1,583 1,625 22,591 7,541 2013 1999 3651 Albert Street
Regina, SK 4,962 1,244 21,036 1,411 1,310 22,381 6,901 2013 2004 3105 Hillsdale Street
Regina, SK 13,359 1,539 24,053 3,840 1,602 27,830 6,147 2015 1992 1801 McIntyre Street
Rehoboth Beach, DE 960 24,248 9,567 993 33,782 9,834 2010 1999 36101 Seaside Blvd
Reno, NV 1,060 11,440 3,997 1,060 15,437 6,240 2004 1998 5165 Summit Ridge Court
Richmond, VA 6,501 23,697 131 6,529 23,800 2,569 2021 2007 10300 Three Chopt Rd.
Ridgeland, MS 520 7,675 4,070 520 11,745 4,701 2003 1997 410 Orchard Park
Riviere-du-Loup, QC 2,215 592 7,601 1,339 654 8,878 2,339 2015 1956 35 des Cedres
Riviere-du-Loup, QC 10,606 1,454 16,848 5,327 1,753 21,876 6,198 2015 1993 230-235 rue Des Chenes
Robinson, IL 660 3,667 201 660 3,868 569 2021 1999 1101 North Monroe Street
Rockford, IL 1,006 5,119 320 1,020 5,425 739 2021 2003 3495 McFarland Road
Rockwall, TX 2,220 17,650 592 2,220 18,242 3,462 2012 2014 720 E Ralph Hall Parkway
Rocky Hill, CT 1,090 6,710 5,880 42 13,638 4,638 2003 1996 60 Cold Spring Rd.
Rohnert Park, CA 6,500 18,700 5,737 6,546 24,391 10,676 2005 1986 4855 Snyder Lane
Romeoville, IL 854 12,646 61,368 6,129 68,739 22,686 2006 2010 605 S Edward Dr.
Roseburg, OR 979 14,453 211 979 14,664 1,639 2021 1984 1800 Hughwood
Roseville, MN 1,540 35,877 1,723 1,648 37,492 11,120 2013 2002 2555 Snelling Avenue, North
Roseville, CA 3,300 41,652 7,443 3,300 49,095 12,508 2016 2000 5161 Foothills Boulevard
Roseville, CA 3,011 55,937 526 3,011 56,463 1,146 2022 2021 2400 Pleasant Grove Boulevard
Roswell, GA 1,107 9,627 5,338 1,114 14,958 9,685 1997 1999 655 Mansell Rd.
Roswell, GA 2,080 6,486 4,423 2,380 10,609 3,523 2012 1997 75 Magnolia Street
Round Rock, TX 2,358 15,477 37 2,358 15,514 1,430 2021 2007 310 Chisholm Trail
Rowlett, TX 1,612 21,319 280 1,629 21,582 1,561 2020 2019 4205-4209 Dalrock Rd
Sabre Springs, CA 47,013 3,726 43,287 4,594 2016 2017 12515 Springhurst Drive
Sachse, TX 13,777 55 13,722 2021 1900 Bunker Hill Rd
Sacramento, CA 940 14,781 6,266 952 21,035 6,247 2010 1978 6350 Riverside Blvd


(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Sacramento, CA 1,300 23,394 2,270 1,369 25,595 7,831 2013 2004 345 Munroe Street
Saginaw, MI 1,483 17,915 155 1,505 18,048 2,073 2021 1997 4141 McCarty Road
Saint-Lambert, QC 29,319 10,259 61,903 8,673 10,677 70,158 21,753 2015 1989 1705 Avenue Victoria
Salaberry-de-Valleyfield, QC 13,811 1,874 15,120 2,046 1,874 17,166 825 2022 1970 88 Rue Dufferin
Salem, OR 918 9,659 989 918 10,648 1,664 2020 1999 4452 Lancaster Dr NE
Salem, OR 1,227 8,632 1,149 1,227 9,781 1,608 2020 1997 4050 12th Street Cutoff SE
Salem, OR 22,877 2,877 20,000 2,198 2021 1980 707 Madrona Avenue SE
Salinas, CA 5,110 41,424 11,616 5,155 52,995 14,367 2016 1990 1320 Padre Drive
Salisbury, UK 2,720 15,269 670 2,663 15,996 3,709 2014 2013 Shapland Close
Salt Lake City, UT 1,360 19,691 1,925 1,396 21,580 8,551 2011 1986 1430 E. 4500 S.
San Antonio, TX 37,079 6,120 30,959 9,607 2010 2011 2702 Cembalo Blvd
San Antonio, TX 66,415 5,045 61,370 11,281 2017 2015 11300 Wild Pine
San Antonio, TX 11,686 69,930 5,106 11,686 75,036 12,642 2019 2016 6870 Heuermann Road
San Diego, CA 5,810 63,078 9,109 5,810 72,187 24,868 2012 2001 13075 Evening Creek Drive S
San Diego, CA 3,000 27,164 2,309 3,016 29,457 8,645 2013 2003 810 Turquoise Street
San Diego, CA 28,321 4,179 40,328 1,610 4,179 41,938 5,386 2019 2017 955 Grand Ave
San Francisco, CA 5,920 91,639 14,349 5,920 105,988 26,389 2016 1998 1550 Sutter Street
San Francisco, CA 11,800 77,214 11,447 11,800 88,661 21,924 2016 1923 1601 19th Avenue
San Gabriel, CA 3,120 15,566 1,871 3,170 17,387 5,529 2013 2005 8332 Huntington Drive
San Jose, CA 3,280 46,823 8,768 3,280 55,591 17,325 2012 2002 500 S Winchester Boulevard
San Jose, CA 11,900 27,647 5,647 11,966 33,228 8,905 2016 2002 4855 San Felipe Road
San Rafael, CA 1,620 27,392 4,578 1,620 31,970 7,484 2016 2001 111 Merrydale Road
San Ramon, CA 8,700 72,223 11,245 8,781 83,387 20,399 2016 1992 9199 Fircrest Lane
Sand Springs, OK 910 19,654 379 910 20,033 5,452 2012 2002 4402 South 129th Avenue West
Sandy Springs, GA 2,214 8,360 1,670 2,220 10,024 4,370 2012 1997 5455 Glenridge Drive NE
Santa Ana, CA 1,243 1,243 2021 1992 3730 South Greenville Street
Santa Monica, CA 15,820 5,250 28,340 1,716 5,266 30,040 9,154 2013 2004 1312 15th Street
Santa Rosa, CA 2,250 26,273 4,096 2,309 30,310 7,347 2016 2001 4225 Wayvern Drive
Santa Rosa, CA 6,484 52,195 1,896 6,484 54,091 1,601 2022 2013 4210 Thomas Lake Harris Drive
Sarasota, FL 20,105 96,495 1,774 19,705 98,669 6,757 2021 1985 3260 Lake Pointe Boulevard
Saskatoon, SK 3,058 981 13,905 1,037 997 14,926 3,913 2013 1999 220 24th Street East
Saskatoon, SK 11,489 1,382 17,609 1,465 1,511 18,945 5,585 2013 2004 1622 Acadia Drive
Savannah, GA 1,733 16,218 167 1,734 16,384 1,866 2021 1998 6206 Waters Avenue
Schaumburg, IL 2,460 22,863 1,702 2,504 24,521 8,379 2013 2001 790 North Plum Grove Road
Scottsdale, AZ 2,500 3,890 3,287 2,500 7,177 2,247 2008 1998 9410 East Thunderbird Road
Scranton, PA 896 10,591 730 896 11,321 2,007 2019 2014 1651 Dickson Avenue
Seal Beach, CA 6,204 72,954 3,511 6,271 76,398 26,644 2013 2004 3850 Lampson Avenue
Seattle, WA 5,190 9,350 2,583 5,199 11,924 5,118 2010 1962 11501 15th Ave NE
Seattle, WA 27,180 10,670 37,291 2,518 10,700 39,779 16,538 2010 2005 805 4th Ave N
Seattle, WA 1,150 19,887 3,002 1,150 22,889 5,702 2015 1995 11039 17th Avenue
Selbyville, DE 750 25,912 1,713 769 27,606 8,587 2010 2008 21111 Arrington Dr
Sevenoaks, UK 6,181 40,240 1,889 6,050 42,260 15,466 2012 2009 64 - 70 Westerham Road
Severna Park, MD 67,623 6,554 44 74,133 16,745 2016 1997 43 W McKinsey Road
Shawnee, KS 2,109 22,141 544 2,109 22,685 554 2022 2020 7200 Silverheel St
Shelby Township, MI 13,180 1,040 26,344 1,464 1,110 27,738 8,758 2013 2006 46471 Hayes Road
Sherman, TX 700 5,221 1,795 700 7,016 2,327 2005 2006 1011 E. Pecan Grove Rd.


(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Seniors Housing Operating:
Sherman, TX 1,712 22,567 387 1,721 22,945 2,201 2021 1986 3701 N Loy Lake Rd
Shrewsbury, NJ 2,120 38,116 3,973 2,160 42,049 13,060 2010 2000 5 Meridian Way
Sidcup, UK 7,446 56,570 3,412 7,259 60,169 21,290 2012 2000 Frognal Avenue
Silver Spring, MD 64,828 3,442 61,386 6,452 2016 2018 2201 Colston Drive
Simi Valley, CA 3,200 16,664 2,824 3,340 19,348 7,090 2013 2009 190 Tierra Rejada Road
Simi Valley, CA 5,510 51,406 9,063 5,510 60,469 16,211 2016 2003 5300 E Los Angeles Avenue
Simi Valley, CA 3,084 41,697 506 3,084 42,203 1,011 2022 2021 3110 Royal Avenue
Solihull, UK 2,695 24,907 2,695 24,907 10,262 2012 2009 1270 Warwick Road
Solihull, UK 23,724 2,268 21,456 6,291 2018 2009 1270 Warwick Road
Solihull, UK 3,571 26,053 260 3,475 26,409 8,495 2013 2007 1 Worcester Way
Solihull, UK 1,851 10,585 434 1,812 11,058 2,039 2015 2016 Warwick Road
Sonning, UK 5,644 42,155 623 5,503 42,919 13,744 2013 2009 Old Bath Rd.
Sonoma, CA 1,100 18,400 6,015 1,109 24,406 10,582 2005 1988 800 Oregon St.
Sonoma, CA 2,820 21,890 4,015 2,819 25,906 6,453 2016 2005 91 Napa Road
South Haven, MI 1,140 7,793 580 1,140 8,373 435 2022 2001 706 Kentucky Ave
South Jordan, UT 4,646 42,705 4,356 4,646 47,061 8,227 2020 2015 11289 Oakmond Rd
Southlake, TX 6,207 56,805 8,976 6,207 65,781 14,333 2019 2008 101 Watermere Drive
Spokane, WA 3,200 25,064 5,453 3,200 30,517 10,263 2013 2001 3117 E. Chaser Lane
Spokane, WA 2,580 25,342 4,897 2,580 30,239 9,399 2013 1999 1110 E. Westview Ct.
Spokane, WA 1,334 11,997 185 1,334 12,182 1,201 2021 1985 1616 E 30th Avenue
Springdale, AR 2,950 28,237 307 2,950 28,544 2,860 2021 1996 5000 Arkanshire Circle
Springfield, IL 1,166 18,767 69 1,172 18,830 1,660 2021 1990 2601 Montvale Drive
Springfield, MO 1,667 17,972 306 1,667 18,278 1,527 2021 1987 2900 S Jefferson
St Johns, MI 794 5,682 269 794 5,951 256 2022 2008 1507 Glastonbury Dr
St. Albert, AB 6,894 1,145 17,863 1,294 1,203 19,099 6,766 2014 2005 78C McKenney Avenue
St. John's, NL 4,311 706 11,765 243 717 11,997 2,587 2015 2005 64 Portugal Cove Road
St. Petersburg, FL 9,218 39,883 1,201 9,522 40,780 6,905 2021 1973 1255 Pasadena Ave South
Stephenville, TX 1,072 3,464 1,151 1,072 4,615 586 2021 1990 2305 Lingleville Highway
Stittsville, ON 3,384 1,175 17,397 1,254 1,269 18,557 5,543 2013 1996 1340 - 1354 Main Street
Stockport, UK 29,771 4,276 25,495 8,668 2013 2008 1 Dairyground Road
Stockton, CA 2,280 5,983 4,666 2,372 10,557 3,365 2010 1988 6725 Inglewood
Strongsville, OH 1128 10940 673 1132 11609 2386 2019 2017 15100 Howe Road
Strongsville, OH 2,577 13,463 49 2,578 13,511 1,605 2021 2002 19205 Pearl Rd.
Stuart, FL 5,276 24,182 1,010 5,276 25,192 3,767 2019 2019 2625 SE Cove Road
Studio City, CA 4,006 25,307 2,095 4,124 27,284 9,159 2013 2004 4610 Coldwater Canyon Avenue
Suffield, CT 4,439 31,660 2,851 4,447 34,503 6,042 2019 1998 7 Canal Road
Sugar Land, TX 960 31,423 2,106 960 33,529 11,661 2011 1996 1221 Seventh St
Sugar Land, TX 4,272 60,493 6,774 4,272 67,267 14,921 2017 2015 744 Brooks Street
Summerville, SC 2,175 18,017 225 2,175 18,242 1,518 2021 2017 4015 2nd Ave
Summit, NJ 3,080 14,152 12,657 3,080 26,809 4,658 2011 2001 41 Springfield Avenue
Sun City West, AZ 1,250 21,778 3,747 1,250 25,525 7,512 2012 1998 13810 West Sandridge Drive
Sunninghill, UK 11,014 40,513 11,014 40,513 6,162 2014 2017 Bagshot Road
Sunnyvale, CA 5,420 41,682 4,056 5,420 45,738 15,424 2012 2002 1039 East El Camino Real
Surrey, BC 5,035 3,605 18,818 1,980 3,705 20,698 7,851 2013 2000 16028 83rd Avenue
Surrey, BC 13,087 4,552 22,338 2,836 4,679 25,047 9,834 2013 1987 15501 16th Avenue
Sutton, UK 4,096 14,532 807 4,010 15,425 2,568 2015 2016 123 Westmead Road
Sutton Coldfield, UK 2,807 11,313 450 2,748 11,822 1,969 2015 2016 134 Jockey Road
Suwanee, GA 1,560 11,538 1,818 1,560 13,356 5,181 2012 2000 4315 Johns Creek Parkway
(Dollars in thousands)
Initial Cost to Company
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1) Year Acquired Year Built Address
Seniors Housing Operating:
Swartz Creek, MI 925 7,524 378 925 7,902 373 2022 2017 4276 Kroger Dr
Sway, UK 4,145 15,508 481 4,058 16,076 4,584 2014 2008 Sway Place
Swift Current, SK 492 10,119 1,141 509 11,243 3,733 2013 2001 301 Macoun Drive
Sycamore, IL 1,033 11,401 359 1,042 11,751 1,314 2021 2003 1440 Somonauk Street
Sylvania, OH 1,205 11991 35 1205 12026 1651 2019 2019 4120 King Road
Syracuse, NY 1,440 11,675 966 1529 12552 2,364 2019 2011 6715 Buckley Road
Tacoma, WA 4,170 73,377 18,774 4,170 92,151 26,982 2016 1987 8201 6th Avenue
Tallmadge, OH 14,426 1,096 19,504 1,003 1,096 20,507 339 2022 2016 73 East Ave
Tarboro, NC 1,643 11,124 477 1,705 11,539 3,671 2021 1983 200 Trade Street
Taylor, PA 1,942 12,011 32 1,960 12,025 1,389 2019 2020 512 Oak St
Texarkana, TX 1,403 7,512 610 1,403 8,122 824 2021 1999 5415 Cowhorn Creek Road
The Woodlands, TX 480 12,379 994 480 13,373 4,652 2011 1999 7950 Bay Branch Dr
Tipp City, OH 1,223 15,421 1,244 1,223 16,665 630 2022 2018 8001 Red Buckeye Dr
Toms River, NJ 1,610 34,627 2,242 1,705 36,774 11,643 2010 2005 1587 Old Freehold Rd
Tonawanda, NY 1,554 13,332 1,371 1,577 14,680 2,866 2019 2011 300 Fries Road
Tonawanda, NY 2,460 12,564 1,452 2,463 14,013 2,933 2019 2009 285 Crestmount Avenue
Topeka, KS 260 12,712 215 260 12,927 3,636 2012 2011 1931 Southwest Arvonia Place
Toronto, ON 4,101 1,079 5,364 633 1,070 6,006 1,964 2013 1982 25 Centennial Park Road
Toronto, ON 6,076 2,513 19,695 1,444 2,604 21,048 5,954 2013 2002 305 Balliol Street
Toronto, ON 15,195 3,400 32,757 2,445 3,607 34,995 11,435 2013 1973 1055 and 1057 Don Mills Road
Toronto, ON 5,030 1,447 3,918 657 1,506 4,516 1,758 2013 1987 1340 York Mills Road
Toronto, ON 26,780 5,304 53,488 3,701 5,460 57,033 21,093 2013 1988 8 The Donway East
Toronto, ON 17,218 2,927 20,713 3,579 3,025 24,194 5,437 2015 1900 54 Foxbar Road
Toronto, ON 5,734 5,082 25,493 2,696 5,252 28,019 8,174 2015 1988 645 Castlefield Avenue
Toronto, ON 11,027 2,008 19,620 5,917 2,000 25,545 5,205 2015 1999 4251 Dundas Street West
Toronto, ON 31,760 5,132 41,657 4,657 5,269 46,177 14,892 2015 1964 10 William Morgan Drive
Toronto, ON 8,980 2,480 7,571 3,434 2,561 10,924 2,691 2015 1971 123 Spadina Road
Torrance, CA 3,497 73,138 405 3,519 73,521 12,037 2016 2016 25535 Hawthorne Boulevard
Traverse City, MI 1,042 26,327 1,418 1,068 27,719 2,523 2021 2001 3950 Sumac Dr.
Troy, NY 1,787 14,123 189 1,774 14,325 1,108 2021 1997 59 Harris Road
Tuckahoe, NY 9,298 30,934 759 9,346 31,645 2,611 2021 1999 1 Rivervue Place
Tucson, AZ 830 6,179 7,817 830 13,996 3,855 2012 1997 5660 N. Kolb Road
Tucson, AZ 6978 78932 2,277 7021 81166 8843 2021 1987 2001 West Rudasill Road
Tulsa, OK 1,330 21,285 2,374 1,408 23,581 10,960 2010 1986 8887 South Lewis Ave
Tulsa, OK 1,500 20,861 61 1,614 20,808 10,445 2010 1984 9524 East 71st St
Tulsa, OK 1,320 10,087 160 1,320 10,247 3,028 2011 2012 7902 South Mingo Road East
Tulsa, OK 12,522 1,752 28,421 187 1,752 28,608 4,469 2017 2014 701 W 71st Street South
Tulsa, OK 3,161 14,219 142 3,201 14,321 1,639 2021 2005 7401 Riverside Drive
Turlock, CA 2,266 13,002 1,342 2,266 14,344 2,856 2019 2001 3791 Crowell Road
Tuscola, IL 477 5,582 255 492 5,822 624 2021 2004 1106 East Northline Road
Twinsburg, OH 1,042 8,396 583 1,064 8,957 1,920 2019 2016 3092 Kendal Lane
Tyler, TX 650 5,268 1,181 650 6,449 2,302 2006 2007 5550 Old Jacksonville Hwy.
Tyler, TX 1,306 10,515 422 1,306 10,937 1,188 2021 1998 506 Rice Road
Upland, CA 3,160 42,596 344 3,160 42,940 9,707 2015 2014 2419 North Euclid Avenue
Upper Providence, PA 1,900 28,195 759 1,909 28,945 5,841 2013 2015 1133 Black Rock Road
Upper St Claire, PA 1,102 13,455 1,779 1,153 15,183 5,463 2013 2005 500 Village Drive
Urbandale, IA 1,758 5,514 994 1,758 6,508 1,184 2021 2012 8525 Urbandale Ave
(Dollars in thousands)
Initial Cost to Company
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1) Year Acquired Year Built Address
Seniors Housing Operating:
Utica, NY 2,596 36,067 2,368 2,596 38,435 2,120 2022 2018 1 Patriot Cir
Vacaville, CA 900 17,100 6,019 900 23,119 9,819 2005 1987 799 Yellowstone Dr.
Vallejo, CA 4,000 18,000 6,455 4,030 24,425 10,653 2005 1989 350 Locust Dr.
Vallejo, CA 2,330 15,407 2,553 2,330 17,960 6,484 2010 1990 2261 Tuolumne
Vancouver, WA 1,820 19042 1842 1821 20883 7549 2010 2006 10011 NE 118th Ave
Vancouver, WA 1,406 14,328 1,157 1406 15485 2,113 2020 2001 201 NW 78th St
Vancouver, WA 4,783 97,858 10,807 4,783 108,665 4,764 2022 2001 5500 NE 82nd Ave
Vancouver, WA 5,188 101,400 10,623 5,188 112,023 4,768 2022 2008 415 SE 177th Ave
Vancouver, WA 1,477 22,773 747 1,477 23,520 943 2022 2015 5300 NE 82nd Ave
Vancouver, BC 7,282 6,572 1,630 7,338 8,146 5,850 2015 1974 2803 West 41st Avenue
Vandalia, IL 800 5,334 197 800 5,531 765 2021 2003 1607 West Fillmore Street
Vankleek Hill, ON 389 2,960 490 402 3,437 1,286 2013 1987 48 Wall Street
Vaudreuil, QC 6,930 1,852 14,214 1,740 1,843 15,963 4,253 2015 1975 333 rue Querbes
Venice, FL 13,646 102,226 204 13,649 102,427 7,292 2021 2019 19600 Floridian Club Drive
Venice, FL 1,150 10,674 366 1,150 11,040 3,915 2008 2009 1600 Center Rd.
Vernon, BC 3,911 43,983 3,215 3,911 47,198 2,607 2022 2018 1800 58th Avenue
Vero Beach, FL 2,930 40,070 27,193 2,930 67,263 31,593 2007 2003 7955 16th Manor
Victoria, BC 5,492 2,856 18,038 1,204 2,951 19,147 6,686 2013 1974 3000 Shelbourne Street
Victoria, BC 16,664 3,681 15,774 1,174 3,792 16,837 6,089 2013 1988 3051 Shelbourne Street
Victoria, BC 15,486 2,476 15,379 1,594 2,562 16,887 3,958 2015 1990 3965 Shelbourne Street
Virginia Water, UK 7,106 29,937 4,318 5,288 36,073 15,220 2012 2002 Christ Church Road
Visalia, CA 868 16,855 1,204 868 18,059 1,693 2021 1987 4119 W Walnut Avenue
Voorhees, NJ 3,700 24,312 3,240 3,873 27,379 7,546 2012 2013 311 Route 73
Waco, TX 1,383 11,020 168 1,384 11,187 1,109 2021 1997 3209 Village Green Driver
Wall, NJ 1,650 25,350 4,132 1,731 29,401 8,771 2011 2003 2021 Highway 35
Walla Walla, WA 1,414 2,399 58 1,415 2,456 348 2021 1987 1400 Dalles Military Road
Walnut Creek, CA 3,700 12,467 3,624 3,826 15,965 6,279 2013 1998 2175 Ygnacio Valley Road
Walnut Creek, CA 10,320 100,890 20,233 10,332 121,111 32,106 2016 1988 1580 Geary Road
Walnut Creek, CA 7,167 107,732 11,465 7,167 119,197 3,184 2022 1991 1700 Tice Valley Blvd
Walnut Creek, CA 4,243 4,243 2022 1900 1700 Tice Valley Blvd
Warsaw, NY 2,148 8,452 812 2,148 9,264 471 2022 2019 5378 Conable Way
Washington, DC 4,000 69,154 4,119 4,021 73,252 22,351 2013 2004 5111 Connecticut Avenue NW
Washington Court House, OH 228 2408 174 228 2582 240 2021 1995 500 Glenn Avenue
Watchung, NJ 1,920 24,880 3,293 2,128 27,965 8,440 2011 2000 680 Mountain Boulevard
Waterford, MI 988 13,206 1,087 988 14,293 1,235 2021 1999 900 N. Cass Lake Road
Waterville, OH 2,574 44,647 1,242 2,609 45,854 4,093 2020 2018 1470 Pray Blvd
Waukee, IA 1,870 31,878 1,648 1,903 33,493 8,838 2012 2007 1650 SE Holiday Crest Circle
Waxahachie, TX 650 5,763 782 650 6,545 2,385 2007 2008 1329 Brown St.
Wayland, MA 1,207 27,462 2,509 1,364 29,814 10,096 2013 1997 285 Commonwealth Road
Weatherford, TX 660 5,261 866 660 6,127 2,294 2006 2007 1818 Martin Drive
Webster Groves, MO 1,790 15,425 2,921 1,812 18,324 6,607 2011 2012 45 E Lockwood Avenue
Wellesley, MA 4,690 77,462 1,175 4,690 78,637 19,593 2015 2012 23 & 27 Washington Street
West Babylon, NY 3,960 47,085 2,988 4,062 49,971 15,329 2013 2003 580 Montauk Highway
West Bloomfield, MI 1,040 12,300 974 1,103 13,211 4,337 2013 2000 7005 Pontiac Trail
West Chester Township, OH 2,319 47,857 1,380 2,319 49,237 4,505 2020 2019 7129 Gilmore Rd
West Hills, CA 2,600 7,521 1,971 2,658 9,434 3,947 2013 2002 9012 Topanga Canyon Road
West Kelowna, BC 3,739 32,443 2,201 3,739 34,644 1,817 2022 2005 2505 Ingram Road
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1) Year Acquired Year Built Address
Seniors Housing Operating:
West Seneca, NY 1,432 6,684 829 1,437 7,508 1,629 2019 2000 1187 Orchard Park Drive
West Seneca, NY 1,323 7,547 685 1,382 8,173 1,573 2019 2007 2341 Union Road
West Vancouver, BC 15,181 7,059 28,155 6,867 7,251 34,830 10,685 2013 1987 2095 Marine Drive
Westbourne, UK 5,441 41,420 4,956 5,317 46,500 14,864 2013 2006 16-18 Poole Road
Westerville, OH 1,257 9,550 384 1,257 9,934 268 2022 2013 865 Maxtown Rd
Westford, MA 1,440 32,607 708 1,468 33,287 7,736 2015 2013 108 Littleton Road
Westworth Village, TX 2,060 31,296 142 2,060 31,438 6,655 2014 2014 25 Leonard Trail
Weybridge, UK 7,717 48,240 181 7,717 48,421 16,617 2013 2008 Ellesmere Road
Weymouth, UK 2,591 16,551 243 2,536 16,849 4,019 2014 2013 Cross Road
Wheatfield, NY 1,357 9,601 867 1,357 10,468 432 2022 2008 3979 Forest Park Way
White Oak, MD 2,304 24,768 3,258 2,463 27,867 8,812 2013 2002 11621 New Hampshire Avenue
Whitesboro, NY 1,630 12,001 987 1,719 12,899 2,344 2019 2015 4770 Middle Settlement Rd
Wichita, KS 1,400 11,000 620 1,400 11,620 6,715 2006 1997 505 North Maize Road
Wichita, KS 11,762 630 19,747 840 630 20,587 5,468 2012 2009 2050 North Webb Road
Wichita, KS 900 10,134 347 900 10,481 3,121 2011 2012 10600 E 13th Street North
Willoughby, OH 1,309 10,540 709 1,309 11,249 2,000 2019 2016 35100 Chardon Road
Wilmington, DE 1,040 23,338 2,774 1,270 25,882 8,338 2013 2004 2215 Shipley Street
Wilmington, NC 1,538 28,202 172 1,550 28,362 2,665 2021 1991 1402 Hospital Plaza Drive
Winchester, UK 6,009 29,405 400 5,882 29,932 9,970 2012 2010 Stockbridge Road
Winnipeg, MB 9,336 1,960 38,612 4,991 2,117 43,446 16,292 2013 1999 857 Wilkes Avenue
Winnipeg, MB 22,007 1,276 21,732 2,113 1,568 23,553 7,254 2013 1988 3161 Grant Avenue
Winnipeg, MB 10,516 1,317 15,609 2,709 1,367 18,268 4,953 2015 1999 125 Portsmouth Boulevard
Woking, UK 15,273 2,832 12,441 1,841 2016 2017 12 Streets Heath, West End
Wolverhampton, UK 12,000 2,875 9,125 3,849 2013 2008 73 Wergs Road
Woodland Hills, CA 3,400 20,478 1,578 3,456 22,000 7,445 2013 2005 20461 Ventura Boulevard
Wooster, OH 13,785 1,560 22,555 1,869 1,560 24,424 523 2022 2014 939 Portage Rd
Wyoming, MI 3,373 25,319 1,520 3,374 26,838 2,760 2021 1999 2380 Aurora Pond Dr. SW
Yakima, WA 1,104 10,707 400 1,192 11,019 1,128 2021 1988 620 North 34th Avenue
Yonkers, NY 3,962 50,108 3,520 4,077 53,513 16,239 2013 2005 65 Crisfield Street
Yorkton, SK 2,484 463 8,760 533 475 9,281 2,942 2013 2001 94 Russell Drive
Seniors Housing Operating Total $ 1,679,562 $ 2,110,584 $ 18,228,152 $ 3,775,526 $ 2,365,088 $ 21,749,174 $ 4,960,254


128


Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2022
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Abilene, TX $ $ 950 $ 20,987 $ 11,660 $ 950 $ 32,647 $ 6,015 2014 1998 6565 Central Park Boulevard
Abilene, TX 990 8,187 1,089 990 9,276 2,046 2014 1985 1250 East N 10th Street
Agawam, MA 880 13,130 880 13,130 9,343 2002 1993 1200 Suffield St.
Akron, OH 633 3,002 633 3,002 376 2018 1999 171 North Cleveland Massillon Road
Alexandria, VA 2,452 6,826 2,452 6,826 825 2018 1964 1510 Collingwood Road
Alhambra, CA 600 6,305 8,867 600 15,172 3,612 2011 1923 1118 N. Stoneman Ave.
Allen Park, MI 1,767 5,025 1,767 5,025 614 2018 1960 9150 Allen Road
Allentown, PA 494 11,845 494 11,845 1,413 2018 1995 5151 Hamilton Boulevard
Allentown, PA 1,491 4,822 1,491 4,822 604 2018 1988 1265 Cedar Crest Boulevard
Alma, MI 1,267 6,543 1,267 6,543 606 2020 2009 1320 Pine Ave
Amarillo, TX 1,273 11,791 1,273 11,791 213 2022 2015 1610 Research St
Ames, IA 330 8,870 1,799 330 10,669 3,031 2010 1999 1325 Coconino Rd.
Ann Arbor, MI 2,172 11,123 2,172 11,123 1,432 2018 1997 4701 East Huron River Drive
Annandale, VA 1,687 18,974 1,687 18,974 2,214 2018 2002 7104 Braddock Road
Arlington, VA 4,016 8,801 4,016 8,801 1,048 2018 1976 550 South Carlin Springs Road
Asheboro, NC 290 5,032 428 290 5,460 2,634 2003 1998 514 Vision Dr.
Asheville, NC 204 3,489 204 3,489 2,179 1999 1999 4 Walden Ridge Dr.
Asheville, NC 280 1,955 796 280 2,751 1,240 2003 1992 308 Overlook Rd.
Atchison, KS 140 5,610 24 140 5,634 1,111 2015 2001 1301 N 4th St.
Austin, TX 1,691 5,005 1,691 5,005 795 2018 2000 11630 Four Iron Drive
Avon, IN 1,830 14,470 2,718 1,830 17,188 5,181 2010 2004 182 S Country RD. 550E
Avon, IN 900 19,444 900 19,444 4,601 2014 2013 10307 E. CR 100 N
Avon, CT 2,132 7,624 2,132 7,624 1,111 2018 2000 100 Fisher Drive
Azusa, CA 570 3,141 7,520 570 10,661 4,478 1998 1953 125 W. Sierra Madre Ave.
Bad Axe, MI 1,317 5,972 1,317 5,972 620 2020 2010 150 Meadow Lane
Baldwin City, KS 190 4,810 58 190 4,868 985 2015 2000 321 Crimson Ave
Baltimore, MD 4,306 4,303 4,306 4,303 561 2018 1978 6600 Ridge Road
Baltimore, MD 3,069 3,148 3,069 3,148 436 2018 1996 4669 Falls Road
Barberton, OH 1,307 9,310 1,307 9,310 1,102 2018 1979 85 Third Street
Bartlesville, OK 100 1,380 100 1,380 957 1996 1995 5420 S.E. Adams Blvd.
Bay City, MI 633 2,619 633 2,619 354 2018 1968 800 Mulholland Street
Bedford, PA 637 4,432 637 4,432 621 2018 1965 136 Donahoe Manor Road
Belmont, CA 3,000 23,526 1,765 3,000 25,291 9,273 2011 1971 1301 Ralston Avenue
Belvidere, NJ 2,001 26,191 97 2,001 26,288 3,303 2019 2009 1 Brookfield Ct
Benbrook, TX 1,550 13,553 2,747 1,550 16,300 4,519 2011 1984 4242 Bryant Irvin Road
Berkeley, CA 11,142 3,050 32,677 5,047 3,050 37,724 9,221 2016 1966 2235 Sacramento Street
Bethel Park, PA 1,700 16,007 1,700 16,007 5,931 2007 2009 5785 Baptist Road
Bethel Park, PA 1,008 6,740 1,008 6,740 854 2018 1986 60 Highland Road
Bethesda, MD 2,218 6,869 2,218 6,869 802 2018 1974 6530 Democracy Boulevard
Bethlehem, PA 1,191 16,887 1,191 16,887 1,918 2018 1979 2021 Westgate Drive

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Bethlehem, PA 1,143 13,588 1,143 13,588 1,552 2018 1982 2029 Westgate Drive
Beverly, MA 5,879 10,378 65 5,879 10,443 391 2021 1874 3 Essex Street
Beverly Hills, CA 6,000 13,385 203 6,000 13,588 2,783 2014 2000 220 N Clark Drive
Bexleyheath, UK 3,671 10,579 3,671 10,579 2,269 2014 1996 35 West Street
Bingham Farms, MI 781 15,671 781 15,671 1,845 2018 1999 24005 West 13 Mile Road
Birmingham, UK 20,248 1,558 18,690 3,694 2015 2010 Braymoor Road, Tile Cross
Birmingham, UK 11,031 1,159 9,872 1,966 2015 1997 122 Tile Cross Road, Garretts Green
Birmingham, UK 16,152 1,612 14,540 2,916 2015 2010 Clinton Street, Winson Green
Birmingham, UK 10,296 1,431 8,865 1,805 2015 2010 Clinton Street, Winson Green
Bloomington, IN 670 17,423 670 17,423 3,632 2015 2015 363 S. Fieldstone Boulevard
Boca Raton, FL 2,200 4,974 2,200 4,974 763 2018 1994 7225 Boca Del Mar Drive
Boca Raton, FL 2,826 4,061 2,826 4,061 557 2018 1984 375 Northwest 51st Street
Bossier City, LA 2,009 31,198 40 2,009 31,238 1,061 2021 2018 2000 Blake Blvd
Boulder, CO 3,601 21,364 3,601 21,364 2,691 2018 1990 2800 Palo Parkway
Bournemouth, UK 2,358 16,347 2,358 16,347 1,587 2019 2017 Poole Lane
Boynton Beach, FL 2,138 10,201 2,138 10,201 1,314 2018 1991 3600 Old Boynton Road
Boynton Beach, FL 2,804 14,222 2,804 14,222 1,674 2018 1984 3001 South Congress Avenue
Bracknell, UK 3,865 10,487 3,865 10,487 1,483 2014 2017 Crowthorne Road North
Bradenton, FL 252 3,298 252 3,298 2,298 1996 1995 6101 Pointe W. Blvd.
Braintree, MA 170 7,157 1,290 170 8,447 8,447 1997 1968 1102 Washington St.
Braintree, UK 13,016 13,016 2,859 2014 2009 Meadow Park Tortoiseshell Way
Brecksville, OH 990 19,353 598 990 19,951 4,479 2014 2011 8757 Brecksville Road
Brick, NJ 1,290 25,247 1,428 1,290 26,675 8,182 2011 2000 458 Jack Martin Blvd.
Bridgewater, NJ 1,800 31,810 1,758 1,800 33,568 10,292 2011 2001 680 US-202/206 North
Bristol, UK 20,221 3,873 16,348 3,055 2015 2017 339 Badminton Road
Bristol, UK 13,926 2,066 11,860 1,363 2017 2019 Avon Valley Care Home, Tenniscourt Road
Brooks, AB 376 4,951 130 384 5,073 1,143 2014 2000 951 Cassils Road West
Bucyrus, OH 1,119 2,611 1,119 2,611 378 2018 1976 1170 West Mansfield Street
Burleson, TX 670 13,985 2,457 670 16,442 4,835 2011 1988 300 Huguley Boulevard
Burlington, NC 280 4,297 849 280 5,146 2,516 2003 2000 3619 S. Mebane St.
Burlington, NC 460 5,467 110 460 5,577 2,788 2003 1997 3615 S. Mebane St.
Burnaby, BC 7,623 13,844 497 7,796 14,168 3,227 2014 2006 7195 Canada Way
Calgary, AB 2,341 42,768 1,090 2,394 43,805 9,550 2014 1971 1729-90th Avenue SW
Calgary, AB 4,569 70,199 1,706 4,672 71,802 15,537 2014 2001 500 Midpark Way SE
Camp Hill, PA 517 3,596 517 3,596 438 2018 1970 1700 Market Street
Canonsburg, PA 911 4,828 911 4,828 642 2018 1986 113 West McMurray Road
Canton, OH 300 2,098 300 2,098 1,313 1998 1998 1119 Perry Dr., N.W.
Canton, MI 1,399 16,966 1,399 16,966 1,991 2018 2005 7025 Lilley Road
Cape Coral, FL 530 3,281 530 3,281 1,785 2002 2000 911 Santa Barbara Blvd.
Carlisle, PA 978 8,204 978 8,204 1,025 2018 1987 940 Walnut Bottom Road
Carmel, IN 1,700 19,491 1 1,700 19,492 4,171 2015 2015 12315 Pennsylvania Street
Carmel, IN 2,222 31,004 666 2,222 31,670 1,614 2021 2018 13390 N. Illinois St
Carrollton, TX 2,010 19,549 2,010 19,549 3,315 2014 2016 2645 East Trinity Mills Road
Cary, NC 1,500 4,350 1,928 1,500 6,278 3,213 1998 1996 111 MacArthur
Castleton, IN 920 15,137 920 15,137 3,719 2014 2013 8405 Clearvista Lake

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Cedar Rapids, IA 596 9,354 16 614 9,352 1,078 2018 1965 1940 1st Avenue Northeast
Centerville, OH 920 3,958 920 3,958 706 2018 1997 1001 E. Alex Bell Road
Chagrin Falls, OH 832 10,837 832 10,837 1,332 2018 1999 8100 East Washington Street
Chambersburg, PA 1,373 8,862 1,373 8,862 1,145 2018 1976 1070 Stouffer Avenue
Chapel Hill, NC 354 2,646 1,617 354 4,263 1,827 2002 1997 100 Lanark Rd.
Charlottesville, VA 2,542 40,746 52 2,542 40,798 1,283 2021 2019 250 Nichols Ct.
Chatham, VA 320 14,039 219 320 14,258 3,341 2014 2009 100 Rorer Street
Chattanooga, TN 2,085 11,837 917 2,085 12,754 2,222 2021 1999 1148 Mountain Creek Road
Cherry Hill, NJ 1,416 9,871 1,416 9,871 1,263 2018 1997 2700 Chapel Avenue West
Chester, VA 1,320 18,127 499 1,320 18,626 4,266 2014 2009 12001 Iron Bridge Road
Chevy Chase, MD 4,515 8,685 4,515 8,685 1,046 2018 1964 8700 Jones Mill Road
Chickasha, OK 85 1,395 85 1,395 961 1996 1996 801 Country Club Rd.
Chillicothe, OH 1,145 8,994 1,145 8,994 1,076 2018 1977 1058 Columbus Street
Cincinnati, OH 912 14,010 912 14,010 1,702 2018 2000 6870 Clough Pike
Citrus Heights, CA 5,207 31,715 5,207 31,715 3,625 2018 1988 7807 Upland Way
Claremore, OK 155 1,427 6,130 155 7,557 2,343 1996 1996 1605 N. Hwy. 88
Clarksville, TN 330 2,292 330 2,292 1,430 1998 1998 2183 Memorial Dr.
Clayton, NC 520 15,733 94 520 15,827 3,506 2014 2013 84 Johnson Estate Road
Cleburne, TX 1,113 10,560 1,113 10,560 192 2022 2015 902 Walter P. Holliday Drive
Clevedon, UK 2,778 16,570 2,778 16,570 3,638 2014 1994 18/19 Elton Road
Clifton, NJ 3,881 34,941 18 3,881 34,959 2,052 2021 2021 782 Valley Road
Cloquet, MN 340 4,660 120 340 4,780 1,509 2011 2006 705 Horizon Circle
Cobham, UK 9,601 24,464 9,601 24,464 6,021 2013 2013 Redhill Road
Colorado Springs, CO 4,280 62,168 4,280 62,168 11,722 2015 2008 1605 Elm Creek View
Colorado Springs, CO 1,730 25,493 693 1,730 26,186 5,126 2016 2016 2818 Grand Vista Circle
Columbia, TN 341 2,295 341 2,295 1,430 1999 1999 5011 Trotwood Ave.
Columbia, SC 1,699 2,319 1,699 2,319 310 2018 1968 2601 Forest Drive
Columbia Heights, MN 825 14,175 163 825 14,338 4,255 2011 2009 3807 Hart Boulevard
Concord, NC 550 3,921 683 550 4,604 2,137 2003 1997 2452 Rock Hill Church Rd.
Congleton, UK 1,993 5,012 1,993 5,012 1,077 2014 1994 Rood Hill
Conroe, TX 1,440 6,136 1,440 6,136 113 2022 2013 608 Conroe Medical Dr
Corby, UK 1,228 5,144 39 1,096 5,315 818 2017 1997 25 Rockingham Road
Costa Mesa, CA 2,050 19,969 1,003 2,050 20,972 7,730 2011 1965 350 West Bay St
Coventry, UK 15,458 1,920 13,538 2,799 2015 2014 1 Glendale Way
Crawfordsville, IN 720 17,239 1,426 720 18,665 4,446 2014 2013 517 Concord Road
Cypress, TX 2,145 14,552 2,145 14,552 259 2022 2015 17935 Longenbaugh Rd
Dallastown, PA 1,377 16,797 1,377 16,797 2,043 2018 1979 100 West Queen Street
Danville, VA 410 3,954 1,073 410 5,027 2,401 2003 1998 149 Executive Ct.
Danville, VA 240 8,436 1,325 240 9,761 2,025 2014 1996 508 Rison Street
Daphne, AL 2,880 8,670 384 2,880 9,054 2,662 2012 2001 27440 County Road 13
Davenport, IA 566 2,017 566 2,017 252 2018 1966 815 East Locust Street
Davenport, IA 910 20,038 910 20,038 2,370 2018 2008 3800 Commerce Blvd.
Dayton, OH 1,188 5,412 1,188 5,412 702 2018 1977 1974 North Fairfield Road
Dearborn Heights, MI 1,197 3,394 1,197 3,394 484 2018 1964 26001 Ford Road
Decatur, GA 1,413 13,796 1,413 13,796 1,561 2018 1977 2722 North Decatur Road
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Delray Beach, FL 1,158 13,572 1,158 13,572 1,661 2018 1998 16150 Jog Road
Delray Beach, FL 2,125 11,840 2,125 11,840 1,490 2018 1998 16200 Jog Road
Denver, CO 3,222 24,804 3,222 24,804 2,819 2018 1988 290 South Monaco Parkway
Derby, UK 10,319 2,234 8,085 1,483 2014 2015 Rykneld Road
Dowagiac, MI 825 1,778 825 1,778 277 2020 2006 29601 Amerihost Dr
Droitwich, UK 14,479 3,443 11,036 667 2018 2020 Former Spring Meadows PH, Mulberry Tree Hill
Dublin, OH 1,393 2,911 1,393 2,911 431 2018 2014 4075 W. Dublin-Granville Road
Dubuque, IA 568 8,902 568 8,902 1,028 2018 1971 901 West Third Street
Dunedin, FL 1,883 13,325 1,883 13,325 1,548 2018 1983 870 Patricia Avenue
Durham, NC 1,476 10,659 3,220 1,476 13,879 12,764 1997 1999 4434 Ben Franklin Blvd.
Eagan, MN 15,252 2,260 31,643 300 2,260 31,943 5,887 2015 2004 3810 Alder Avenue
East Brunswick, NJ 1,380 34,229 1,235 1,380 35,464 10,583 2011 1998 606 Cranbury Rd.
Eastbourne, UK 3,985 23,923 3,985 23,923 5,185 2014 1999 Carew Road
Easton, PA 1,109 7,500 1,109 7,500 1,187 2018 2015 4100 Freemansburg Avenue
Easton, PA 1,430 13,396 1,430 13,396 1,637 2018 1981 2600 Northampton Street
Easton, PA 1,620 10,049 1,620 10,049 1,450 2018 2000 4100 Freemansburg Avenue
Eden, NC 390 4,877 186 390 5,063 2,508 2003 1998 314 W. Kings Hwy.
Edmond, OK 1,810 14,849 3,431 1,810 18,280 3,948 2014 1985 1225 Lakeshore Drive
Edmond, OK 1,650 25,167 1,700 1,650 26,867 4,268 2014 2017 2709 East Danforth Road
Elizabeth City, NC 200 2,760 2,841 200 5,601 2,712 1998 1999 400 Hastings Lane
Elk Grove Village, IL 1,344 7,073 1,344 7,073 904 2018 1995 1940 Nerge Road Elk
Elk Grove Village, IL 3,733 18,745 3,733 18,745 2,120 2018 1988 1920 Nerge Road
Encinitas, CA 1,460 7,721 2,054 1,460 9,775 5,580 2000 1988 335 Saxony Rd.
Escondido, CA 1,520 24,024 1,140 1,520 25,164 8,999 2011 1987 1500 Borden Rd
Everett, WA 1,400 5,476 1,400 5,476 3,341 1999 1999 2015 Lake Heights Dr.
Exton, PA 3,600 27,267 342 3,600 27,609 3,915 2017 2018 501 Thomas Jones Way
Fairfax, VA 1,827 17,304 1,827 17,304 2,133 2018 1997 12469 Lee Jackson Mem Highway
Fairfax, VA 4,099 17,614 4,099 17,614 2,125 2018 1990 12475 Lee Jackson Memorial Highway
Fairhope, AL 570 9,119 112 570 9,231 2,672 2012 1987 50 Spring Run Road
Fall River, MA 620 5,829 4,856 620 10,685 6,471 1996 1973 1748 Highland Ave.
Fanwood, NJ 2,850 55,175 2,021 2,850 57,196 16,687 2011 1982 295 South Ave.
Faribault, MN 780 11,539 300 780 11,839 2,186 2015 2003 828 1st Street NE
Farmington, CT 1,693 10,455 1,693 10,455 1,315 2018 1997 45 South Road
Farnborough, UK 1,993 5,616 1,993 5,616 1,173 2014 1980 Bruntile Close, Reading Road
Fayetteville, PA 2,150 20,244 2,150 20,244 5,611 2015 1991 6375 Chambersburg Road
Fayetteville, NY 410 3,962 500 410 4,462 2,400 2001 1997 5125 Highbridge St.
Findlay, OH 200 1,800 200 1,800 1,190 1997 1997 725 Fox Run Rd.
Fishers, IN 1,500 14,500 2,399 1,500 16,899 5,177 2010 2000 9745 Olympia Dr.
Fishers, IN 2,314 33,731 409 2,314 34,140 1,759 2021 2018 12950 Tablick St
Fishersville, VA 788 2,101 3 788 2,104 1,382 2018 1998 83 Crossroad Lane
Flint, MI 1,271 18,050 1,271 18,050 2,068 2018 1969 3011 North Center Road
Florence, NJ 300 2,978 300 2,978 1,616 2002 1999 901 Broad St.
Floyd, VA 680 3,618 4 680 3,622 1,112 2018 1979 237 Franklin Pike Rd SE
Forest City, NC 320 4,497 226 320 4,723 2,324 2003 1999 493 Piney Ridge Rd.
Fort Collins, CO 3,680 58,608 3,680 58,608 11,015 2015 2007 4750 Pleasant Oak Drive

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Fort Wayne, IN 1,770 19,930 1,771 1,770 21,701 6,865 2010 2008 611 W County Line Rd South
Fort Worth, TX 450 13,615 5,086 450 18,701 6,618 2010 2011 425 Alabama Ave.
Fort Worth, TX 1,565 15,982 1,565 15,982 283 2022 2015 3141 Dalhart Dr
Fountain Valley, CA 5,259 9,375 5,259 9,375 1,128 2018 1988 11680 Warner Avenue
Fredericksburg, VA 1,000 20,000 2,161 1,000 22,161 9,536 2005 1999 3500 Meekins Dr.
Fredericksburg, VA 1,130 23,202 591 1,130 23,793 5,341 2014 2010 140 Brimley Drive
Ft. Myers, FL 1,110 10,559 1,110 10,559 1,306 2018 1999 15950 McGregor Boulevard
Ft. Myers, FL 2,139 18,235 2,139 18,235 2,205 2018 1990 1600 Matthew Drive
Ft. Myers, FL 2,502 9,741 2,502 9,741 1,425 2018 2000 13881 Eagle Ridge Drive
Gahanna, OH 2,432 34,645 661 2,432 35,306 1,501 2021 2017 5435 Morse Road
Gainesville, FL 972 8,809 125 972 8,934 658 2021 2000 1415 Fort Clarke Blvd
Galesburg, IL 1,708 3,839 1,708 3,839 470 2018 1964 280 East Losey Street
Gardner, KS 200 2,800 98 200 2,898 611 2015 2000 869 Juniper Terrace
Gastonia, NC 470 6,129 77 470 6,206 3,116 2003 1998 1680 S. New Hope Rd.
Gastonia, NC 310 3,096 113 310 3,209 1,640 2003 1994 1717 Union Rd.
Gastonia, NC 400 5,029 807 400 5,836 2,627 2003 1996 1750 Robinwood Rd.
Geneva, IL 1,502 16,193 1,502 16,193 1,951 2018 2000 2388 Bricher Road
Georgetown, TX 200 2,100 200 2,100 1,378 1997 1997 2600 University Dr., E.
Gig Harbor, WA 3,000 4,461 3,000 4,461 660 2018 1990 3309 45th Street Court Northwest
Glen Ellyn, IL 1,496 6,634 1,496 6,634 889 2018 2001 2S706 Park Boulevard
Granbury, TX 2,550 2,940 777 2,550 3,717 1,295 2012 1996 916 East Highway 377
Granger, IN 1,670 21,280 2,645 1,670 23,925 7,478 2010 2009 6330 North Fir Rd
Greensboro, NC 330 2,970 662 330 3,632 1,832 2003 1996 5809 Old Oak Ridge Rd.
Greensboro, NC 560 5,507 2,377 560 7,884 3,375 2003 1997 4400 Lawndale Dr.
Greenville, MI 1,490 4,341 1,490 4,341 531 2020 2016 1515 Meijer Dr
Greenville, SC 310 4,750 521 310 5,271 2,363 2004 1997 23 Southpointe Dr.
Greenville, SC 1,751 8,771 1,751 8,771 1,085 2018 1966 600 Sulphur Springs Road
Greenville, SC 947 1,445 947 1,445 300 2018 1976 601 Sulphur Springs Road
Greenville, NC 290 4,393 353 290 4,746 2,313 2003 1998 2715 Dickinson Ave.
Greenwood, IN 1,550 22,770 406 1,550 23,176 7,316 2010 2007 2339 South SR 135
Grosse Pointe, MI 867 2,385 867 2,385 309 2018 1964 21401 Mack Avenue
Hamilton, NJ 440 4,469 440 4,469 2,421 2001 1998 1645 Whitehorse-Mercerville Rd.
Hanford, UK 1,353 9,622 1,353 9,622 2,392 2013 2012 Bankhouse Road
Harrisburg, PA 569 12,822 569 12,822 1,537 2018 2000 2625 Ailanthus Lane
Harrow, UK 7,246 8,092 7,246 8,092 1,807 2014 2001 177 Preston Hill
Hastings, MI 1,603 6,519 1,603 6,519 665 2020 2002 1821 N. East St
Hatboro, PA 28,112 1,771 29,883 9,293 2011 1996 3485 Davisville Road
Hatboro, PA 1,192 7,608 1,192 7,608 1,244 2018 2000 779 West County Line Road
Hatfield, UK 2,862 7,368 2,862 7,368 1,846 2013 2012 St Albans Road East
Haverhill, MA 5,519 19,554 64 5,519 19,618 734 2021 2018 10 Residences Way
Hemet, CA 6,224 8,410 6,224 8,410 1,048 2018 1989 1717 West Stetson Avenue
Hermitage, TN 1,500 9,943 540 1,500 10,483 3,020 2011 2006 4131 Andrew Jackson Parkway
Herne Bay, UK 1,900 24,353 123 1,860 24,516 6,455 2013 2011 165 Reculver Road
Hiawatha, KS 40 4,210 31 40 4,241 869 2015 1996 400 Kansas Ave
Hickory, NC 290 987 392 290 1,379 742 2003 1994 2530 16th St. N.E.

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
High Point, NC 560 4,443 1,406 560 5,849 2,694 2003 2000 1568 Skeet Club Rd.
High Point, NC 370 2,185 999 370 3,184 1,382 2003 1999 1564 Skeet Club Rd.
High Point, NC 330 3,395 142 330 3,537 1,769 2003 1994 201 Hartley Dr.
High Point, NC 430 4,143 1,007 430 5,150 2,131 2003 1998 1560 Skeet Club Rd.
Highlands Ranch, CO 940 3,721 4,983 940 8,704 3,153 2002 1999 9160 S. University Blvd.
Hillsboro, OH 1,792 6,339 1,792 6,339 1,072 2018 1983 1141 Northview Drive
Hinckley, UK 2,113 4,106 2,113 4,106 1,126 2013 2013 Tudor Road
Hinsdale, IL 4,033 24,280 4,033 24,280 2,764 2018 1971 600 W Ogden Avenue
Holton, KS 40 7,460 13 40 7,473 1,427 2015 1996 410 Juniper Dr
Homewood, IL 2,395 7,649 2,395 7,649 891 2018 1989 940 Maple Avenue
Howard, WI 579 32,122 5,943 684 37,960 5,774 2017 2016 2790 Elm Tree Hill
Huntingdon Valley, PA 1,150 3,728 1,150 3,728 647 2018 1993 3430 Huntingdon Pike
Huntsville, AL 1,382 14,286 90 1,382 14,376 960 2021 2001 4801 Whitesport Cir SW
Independence, VA 1,082 6,767 7 1,082 6,774 2,007 2018 1998 400 S Independence Ave
Indianapolis, IN 870 14,688 870 14,688 3,624 2014 2014 1635 N Arlington Avenue
Jackson, NJ 6,500 26,405 7,910 6,500 34,315 7,606 2012 2001 2 Kathleen Drive
Jacksonville, FL 2,932 14,269 129 2,932 14,398 1,021 2021 1999 3455 San Pablo Rd S
Jefferson Hills, PA 2,265 13,614 2,265 13,614 2,385 2018 1997 380 Wray Large Road
Jersey Shore, PA 600 8,104 600 8,104 909 2018 1973 1008 Thompson Street
Kansas City, KS 700 20,115 700 20,115 4,028 2015 2015 8900 Parallel Parkway
Katy, TX 1,778 22,622 1,778 22,622 3,689 2017 2015 24802 Kingsland Boulevard
Kensington, MD 1,753 18,621 1,753 18,621 2,162 2018 2002 4301 Knowles Avenue
Kenwood, OH 821 11,040 821 11,040 1,324 2018 2000 4580 East Galbraith Road
Kettering, OH 1,229 4,701 1,229 4,701 642 2018 1977 3313 Wilmington Pike
King of Prussia, PA 720 14,776 720 14,776 1,838 2018 1995 620 West Valley Forge Road
King of Prussia, PA 1,205 4,725 1,205 4,725 695 2018 1990 600 West Valley Forge Road
Kingsford, MI 1,362 10,594 1,362 10,594 1,324 2018 1968 1225 Woodward Avenue
Kirkstall, UK 2,385 9,216 2,385 9,216 2,298 2013 2009 29 Broad Lane
Knoxville, TN 2,207 12,849 1,020 2,207 13,869 2,432 2021 2001 8501 S. Northshore Drive
Kokomo, IN 710 16,044 710 16,044 3,950 2014 2014 2200 S. Dixon Rd
Lacey, WA 2,582 18,175 2,582 18,175 2,140 2018 2012 4524 Intelco Loop SE
Lafayette, CO 1,420 20,192 1,420 20,192 4,286 2015 2015 329 Exempla Circle
Lafayette, IN 670 16,833 1 670 16,834 3,864 2015 2014 2402 South Street
Lakeway, TX 5,142 23,203 5,142 23,203 6,164 2007 2011 2000 Medical Dr
Lakewood, CO 2,160 28,091 62 2,160 28,153 6,514 2014 2010 7395 West Eastman Place
Lancaster, PA 1,011 7,502 1,011 7,502 915 2018 1966 100 Abbeyville Road
Lapeer, MI 1,827 8,794 1,827 8,794 843 2020 2004 101 Devonshire Dr
Largo, FL 1,166 3,426 1,166 3,426 540 2018 1997 300 Highland Avenue Northeast
Laureldale, PA 1,171 14,420 1,171 14,420 1,697 2018 1980 2125 Elizabeth Avenue
Lebanon, PA 728 10,367 728 10,367 1,336 2018 1998 100 Tuck Court
Lebanon, PA 1,214 5,960 1,214 5,960 861 2018 1980 900 Tuck Street
Lee, MA 290 18,135 926 290 19,061 10,230 2002 1998 600 & 620 Laurel St.
Leeds, UK 14,892 1,932 12,960 2,583 2015 2013 100 Grove Lane
Leicester, UK 26,891 2,995 23,896 6,240 2012 2010 307 London Road
Lenoir, NC 190 3,748 920 190 4,668 2,253 2003 1998 1145 Powell Rd., N.E.

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Lethbridge, AB 1,214 2,750 101 1,242 2,823 793 2014 2003 785 Columbia Boulevard West
Lexana, KS 480 1,770 162 480 1,932 445 2015 1994 8710 Caenen Lake Rd
Lexington, NC 200 3,900 1,153 200 5,053 2,591 2002 1997 161 Young Dr.
Libertyville, IL 6,500 40,024 4,686 6,500 44,710 12,935 2011 2001 901 Florsheim Dr
Libertyville, IL 2,993 11,546 2,993 11,546 1,333 2018 1988 1500 South Milwaukee
Lichfield, UK 1,353 29,685 1,353 29,685 5,908 2015 2012 Wissage Road
Lillington, NC 470 17,579 757 470 18,336 4,170 2014 2013 54 Red Mulberry Way
Lillington, NC 500 16,451 271 500 16,722 3,664 2014 1999 2041 NC-210 N
Livermore, CA 4,100 24,996 79 4,100 25,075 5,179 2014 1974 35 Fenton Street
Livonia, MI 985 13,555 985 13,555 1,684 2018 1999 32500 Seven Mile Road
Longwood, FL 1,260 6,445 1,260 6,445 2,123 2011 2011 425 South Ronald Reagan Boulevard
Los Angeles, CA 11,430 1,119 12,549 4,632 2008 1971 330 North Hayworth Avenue
Louisburg, KS 280 4,320 47 280 4,367 844 2015 1996 202 Rogers St
Louisville, KY 490 10,010 2,768 490 12,778 5,993 2005 1978 4604 Lowe Rd
Loxley, UK 1,369 15,668 354 1,341 16,050 3,956 2013 2008 Loxley Road
Lutherville, MD 1,100 19,786 1,744 1,100 21,530 6,859 2011 1988 515 Brightfield Road
Lynchburg, VA 340 16,114 260 340 16,374 3,892 2014 2013 189 Monica Blvd
Lynchburg, VA 2,904 3,696 2,904 3,696 445 2018 1978 2200 Landover Place
Lynnwood, WA 2,302 5,632 2,302 5,632 688 2018 1987 3701 188th Street
Manalapan, NJ 900 22,624 1,096 900 23,720 7,048 2011 2001 445 Route 9 South
Manassas, VA 750 7,446 1,352 750 8,798 3,921 2003 1996 8341 Barrett Dr.
Mankato, MN 1,460 32,104 300 1,460 32,404 5,952 2015 2006 100 Dublin Road
Marietta, OH 1,149 9,373 1,149 9,373 1,119 2018 1977 5001 State Route 60
Marietta, PA 1,050 13,633 592 1,050 14,225 2,661 2015 1999 2760 Maytown Road
Marietta, GA 2,406 12,229 2,406 12,229 1,429 2018 1980 4360 Johnson Ferry Place
Marion, IN 720 9,604 720 9,604 3,035 2014 2012 614 W. 14th Street
Marion, IN 990 7,600 990 7,600 3,710 2014 1976 505 N. Bradner Avenue
Marion, OH 2,768 17,415 2,768 17,415 2,648 2018 2004 400 Barks Road West
Marlborough, UK 2,621 6,679 2,621 6,679 1,456 2014 1999 The Common
Martinsville, VA 349 349 2003 1900 Rolling Hills Rd. & US Hwy. 58
Marysville, OH 408 858 457 408 1,315 177 2021 1990 715 South Walnut Street
Matthews, NC 560 4,738 771 560 5,509 2,473 2003 1998 2404 Plantation Center Dr.
McHenry, IL 1,576 1,576 2006 1900 5200 Block of Bull Valley Road
McMurray, PA 1,440 15,805 3,894 1,440 19,699 5,838 2010 2011 240 Cedar Hill Dr
Medicine Hat, AB 932 5,566 157 953 5,702 1,315 2014 1999 65 Valleyview Drive SW
Mentor, OH 1,827 9,938 1,827 9,938 1,203 2018 1985 8200 Mentor Hills Drive
Mequon, WI 2,238 17,761 600 2,238 18,361 791 2021 2015 6751 West Mequon Road
Miamisburg, OH 786 3,232 786 3,232 551 2018 1983 450 Oak Ridge Boulevard
Middleburg Heights, OH 960 7,780 472 960 8,252 3,726 2004 1998 15435 Bagley Rd.
Middleton, WI 420 4,006 600 420 4,606 2,367 2001 1991 6701 Stonefield Rd.
Midlothian, VA 2,015 8,602 2,015 8,602 625 2021 2015 13800 Bon Secours Drive
Milton Keynes, UK 20,047 1,787 18,260 3,742 2015 2007 Tunbridge Grove, Kents Hill
Minnetonka, MN 2,080 24,360 4,154 2,080 28,514 8,497 2012 1999 500 Carlson Parkway
Mishawaka, IN 740 12,188 740 12,188 3,605 2014 2013 60257 Bodnar Blvd
Moline, IL 2,946 18,672 2,946 18,672 2,111 2018 1964 833 Sixteenth Avenue

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Monroe, NC 470 3,681 839 470 4,520 2,250 2003 2001 918 Fitzgerald St.
Monroe, NC 310 4,799 922 310 5,721 2,855 2003 2000 919 Fitzgerald St.
Monroe, NC 450 4,021 417 450 4,438 2,146 2003 1997 1316 Patterson Ave.
Monroe Township, NJ 3,250 27,771 1,118 3,250 28,889 5,371 2015 1996 319 Forsgate Drive
Monroeville, PA 1,216 12,749 1,216 12,749 1,833 2018 1997 120 Wyngate Drive
Monroeville, PA 1,237 3,641 1,237 3,641 697 2018 1996 885 MacBeth Drive
Montgomeryville, PA 1,176 9,824 1,176 9,824 1,249 2018 1989 640 Bethlehem Pike
Montville, NJ 3,500 31,002 2,559 3,500 33,561 10,036 2011 1988 165 Changebridge Rd.
Moorestown, NJ 4,143 23,902 4,143 23,902 6,073 2012 2014 250 Marter Avenue
Morehead City, NC 200 3,104 2,039 200 5,143 2,705 1999 1999 107 Bryan St.
Moulton, UK 1,695 12,510 190 1,513 12,882 1,881 2017 1995 Northampton Lane North
Mountainside, NJ 3,097 7,807 3,097 7,807 957 2018 1988 1180 Route 22
Mt. Pleasant, MI 1,863 6,467 1,863 6,467 743 2020 2013 2378 S. Lincoln Rd
Naperville, IL 3,470 29,547 5,862 3,470 35,409 9,730 2011 2001 504 North River Road
Naples, FL 1,222 10,639 1,222 10,639 1,364 2018 1998 6125 Rattlesnake Hammock Road
Naples, FL 1,672 23,119 1,672 23,119 3,303 2018 1993 1000 Lely Palms Drive
Naples, FL 1,854 12,398 1,854 12,398 1,432 2018 1987 3601 Lakewood Boulevard
Nashville, TN 4,910 29,590 4,910 29,590 11,495 2008 2007 15 Burton Hills Boulevard
Needham, MA 1,610 12,667 1,610 12,667 6,594 2002 1994 100 West St.
Needham, MA 3,957 71,163 191 3,957 71,354 2,068 2021 2013 235 Gould St.
New Lenox, IL 1,225 21,575 1,225 21,575 2,346 2019 2007 1023 South Cedar Rd
New Moston, UK 1,449 4,286 1,449 4,286 1,113 2013 2010 90a Broadway
Newark, DE 560 21,220 2,442 560 23,662 10,355 2004 1998 200 E. Village Rd.
Newcastle Under Lyme, UK 1,087 5,536 1,087 5,536 1,373 2013 2010 Hempstalls Lane
Newcastle-under-Lyme, UK 1,101 5,420 1,101 5,420 1,182 2014 1999 Silverdale Road
Newport News, VA 839 6,077 6 839 6,083 1,737 2018 1998 12997 Nettles Dr
Norman, OK 55 1,484 55 1,484 1,062 1995 1995 1701 Alameda Dr.
North Augusta, SC 332 2,558 332 2,558 1,586 1999 1998 105 North Hills Dr.
Northampton, UK 5,072 16,983 5,072 16,983 4,378 2013 2011 Cliftonville Road
Northampton, UK 1,971 6,125 1,971 6,125 1,251 2014 2014 Cliftonville Road
Northbrook, IL 1,298 13,337 1,298 13,337 1,578 2018 1999 3240 Milwaukee Avenue
Nottingham, UK 7,725 1,594 6,131 1,239 2014 2014 172A Nottingham Road
Nuneaton, UK 3,255 8,793 3,255 8,793 2,182 2013 2011 132 Coventry Road
Nuthall, UK 2,446 10,216 2,446 10,216 2,561 2013 2011 172 Nottingham Road
Oak Lawn, IL 2,418 5,426 2,418 5,426 638 2018 1977 9401 South Kostner Avenue
Oak Lawn, IL 3,876 7,985 3,876 7,985 974 2018 1960 6300 W 95th Street
Oakland, CA 4,760 16,143 282 4,760 16,425 3,681 2014 2002 468 Perkins Street
Olathe, KS 1,930 19,765 553 1,930 20,318 4,241 2016 2015 21250 W 151 Street
Ona, WV 950 7,639 950 7,639 2,381 2015 2007 100 Weatherholt Drive
Oneonta, NY 80 3,839 80 3,839 1,939 2007 1996 1846 County Highway 48
Orem, UT 2,150 24,107 2,150 24,107 4,508 2015 2014 250 East Center Street
Osage City, KS 50 1,700 151 50 1,851 445 2015 1996 1403 Laing St
Osawatomie, KS 130 2,970 145 130 3,115 676 2015 2003 1520 Parker Ave
Ottawa, KS 160 6,590 47 160 6,637 1,302 2015 2007 2250 S Elm St
Overland Park, KS 31,146 3,730 27,416 9,937 2008 2009 12000 Lamar Avenue

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Overland Park, KS 4,500 29,105 7,295 4,500 36,400 12,683 2010 1988 6101 W 119th St
Overland Park, KS 410 2,840 98 410 2,938 663 2015 2004 14430 Metcalf Ave
Overland Park, KS 1,300 25,311 677 1,300 25,988 5,293 2016 2015 7600 Antioch Road
Owasso, OK 215 1,380 215 1,380 930 1996 1996 12807 E. 86th Place N.
Palm Beach Gardens, FL 2,082 6,622 2,082 6,622 893 2018 1991 11375 Prosperity Farms Road
Palm Desert, CA 6,195 8,918 6,195 8,918 1,091 2018 1989 74350 Country Club Drive
Palm Harbor, FL 1,306 13,807 1,306 13,807 1,753 2018 1997 2895 Tampa Road
Palm Harbor, FL 2,490 23,901 125 2,490 24,026 1,520 2021 1996 2960 Tampa Rd
Palm Harbor, FL 3,281 22,450 3,281 22,450 2,797 2018 1990 2851 Tampa Road
Palos Heights, IL 1,225 12,453 1,225 12,453 1,448 2018 1999 7880 West College Drive
Palos Heights, IL 3,431 28,803 3,431 28,803 3,236 2018 1987 7850 West College Drive
Palos Heights, IL 2,590 7,644 2,590 7,644 892 2018 1996 11860 Southwest Hwy
Panama City Beach, FL 900 6,402 734 900 7,136 1,917 2011 2005 6012 Magnolia Beach Road
Paola, KS 190 5,610 63 190 5,673 1,137 2015 2000 601 N. East Street
Parma, OH 960 12,718 960 12,718 1,585 2018 1998 9205 Sprague Road
Parma, OH 1,833 10,314 1,833 10,314 1,447 2018 2006 9055 West Sprague Road
Paulsboro, NJ 3,264 8,023 3,264 8,023 1,012 2018 1987 550 Jessup Road
Paw Paw, MI 1,687 5,602 1,687 5,602 669 2020 2012 677 Hazen
Perrysburg, OH 1,456 5,431 1,456 5,431 691 2018 1973 10540 Fremont Pike
Perrysburg, OH 1,213 7,108 1,213 7,108 838 2018 1978 10542 Fremont Pike
Philadelphia, PA 2,930 10,433 3,536 2,930 13,969 4,977 2011 1952 1526 Lombard Street
Pickerington, OH 2,072 27,651 584 2,072 28,235 1,184 2021 2017 611 Windmiller Drive
Pikesville, MD 2,487 2,487 276 2018 1998 8911 Reisterstown Road
Pikesville, MD 4,247 8,379 4,247 8,379 1,103 2018 1996 8909 Reisterstown Road
Pinehurst, NC 290 2,690 818 290 3,508 1,679 2003 1998 17 Regional Dr.
Piqua, OH 204 1,885 204 1,885 1,203 1997 1997 1744 W. High St.
Piscataway, NJ 3,100 33,351 3,100 33,351 5,201 2013 2017 10 Sterling Drive
Pittsburgh, PA 603 11,354 603 11,354 1,407 2018 1998 1125 Perry Highway
Pittsburgh, PA 1,005 15,160 1,005 15,160 1,808 2018 1997 505 Weyman Road
Pittsburgh, PA 1,140 3,164 1,140 3,164 381 2018 1962 550 South Negley Avenue
Pittsburgh, PA 761 4,213 761 4,213 486 2018 1965 5609 Fifth Avenue
Pittsburgh, PA 1,480 9,712 1,480 9,712 1,308 2018 1986 1105 Perry Highway
Pittsburgh, PA 1,139 5,844 1,139 5,844 771 2018 1986 1848 Greentree Road
Pittsburgh, PA 1,750 8,572 6,320 1,750 14,892 4,782 2005 1998 100 Knoedler Rd.
Plainview, NY 3,990 11,969 2,095 3,990 14,064 4,692 2011 1963 150 Sunnyside Blvd
Plano, TX 1,840 20,152 560 1,840 20,712 4,025 2016 2016 3325 W Plano Parkway
Poole, UK 3,111 15,639 3,111 15,639 1,641 2019 2019 Kingsmill Road
Potomac, MD 1,448 14,622 1,448 14,622 1,710 2018 1994 10718 Potomac Tennis Lane
Potomac, MD 4,119 14,916 4,119 14,916 1,803 2018 1988 10714 Potomac Tennis Lane
Pottstown, PA 984 4,563 984 4,563 592 2018 1907 724 North Charlotte Street
Powell, OH 1,910 18,008 420 1,910 18,428 895 2021 2018 3872 Attucks Drive
Powell, OH 2,300 26,198 430 2,300 26,628 1,123 2021 2017 10351 Sawmill Parkway
Prior Lake, MN 12,785 1,870 29,849 300 1,870 30,149 5,533 2015 2003 4685 Park Nicollet Avenue
Prospect, KY 2,533 9,963 176 2,533 10,139 790 2021 2017 6901 Carslaw Ct.
Raleigh, NC 7,598 88,870 900 7,598 89,770 13,307 2008 2017 4030 Cardinal at North Hills St

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Raleigh, NC 3,530 59,589 3,530 59,589 16,116 2012 2002 5301 Creedmoor Road
Raleigh, NC 2,580 16,837 2,580 16,837 4,840 2012 1988 7900 Creedmoor Road
Red Bank, NJ 1,050 21,275 1,403 1,050 22,678 6,726 2011 1997 One Hartford Dr.
Redondo Beach, CA 9,557 755 10,312 9,562 2011 1957 514 North Prospect Ave
Reidsville, NC 170 3,830 1,473 170 5,303 2,485 2002 1998 2931 Vance St.
Richardson, TX 1,468 12,975 1,468 12,975 1,579 2018 1999 410 Buckingham Road
Richmond, IN 700 14,222 393 700 14,615 3,029 2016 2015 400 Industries Road
Richmond, VA 3,261 17,974 3,261 17,974 2,079 2018 1990 1719 Bellevue Avenue
Richmond, VA 1,046 8,233 1,046 8,233 1,019 2018 1966 2125 Hilliard Road
Roanoke, VA 748 4,483 5 748 4,488 1,560 2018 1997 4355 Pheasant Ridge Rd
Rock Hill, SC 1,825 7,676 190 1,825 7,866 718 2021 1995 1611 Constitution Blvd
Rockford, MI 2,386 13,546 2,386 13,546 1,104 2020 2014 6070 Northland Dr
Rockville Centre, NY 4,290 20,310 1,429 4,290 21,739 6,882 2011 2002 260 Maple Ave
Romeoville, IL 1,895 1,895 2006 1900 Grand Haven Circle
Roseville, MN 2,140 24,679 100 2,140 24,779 4,589 2015 1989 2750 North Victoria Street
Rugeley, UK 1,860 10,046 1,860 10,046 2,640 2013 2010 Horse Fair
Ruston, LA 710 9,790 710 9,790 3,299 2011 1988 1401 Ezelle St
S Holland, IL 1,423 8,907 1,423 8,907 1,109 2018 1997 2045 East 170th Street
Salem, OR 449 5,171 1 449 5,172 3,192 1999 1998 1355 Boone Rd. S.E.
Salisbury, NC 370 5,697 390 370 6,087 2,977 2003 1997 2201 Statesville Blvd.
San Angelo, TX 260 8,800 425 260 9,225 4,247 2004 1997 2695 Valleyview Blvd.
San Angelo, TX 1,050 24,689 1,361 1,050 26,050 5,759 2014 1999 6101 Grand Court Road
San Antonio, TX 1,499 12,658 1,499 12,658 1,524 2018 2000 15290 Huebner Road
San Diego, CA 22,003 1,845 23,848 8,453 2008 1992 555 Washington St.
San Juan Capistrano, CA 1,390 6,942 1,524 1,390 8,466 4,634 2000 2001 30311 Camino Capistrano
Sandusky, MI 967 6,738 967 6,738 583 2020 2008 70 W. Argyle Ave
Sarasota, FL 475 3,175 475 3,175 2,212 1996 1995 8450 McIntosh Rd.
Sarasota, FL 443 8,892 443 8,892 1,182 2018 1998 5509 Swift Road
Sarasota, FL 4,101 11,204 4,101 11,204 2,168 2018 1993 5401 Sawyer Road
Sarasota, FL 1,370 4,082 1,370 4,082 506 2018 1968 3250 12th Street
Sarasota, FL 2,792 11,173 2,792 11,173 1,343 2018 1993 5511 Swift Road
Scranton, PA 440 17,609 570 440 18,179 4,021 2014 2005 2741 Blvd. Ave
Scranton, PA 320 12,144 72 320 12,216 2,765 2014 2013 2751 Boulevard Ave
Seminole, FL 1,165 8,975 1,165 8,975 1,154 2018 1998 9300 Antilles Drive
Seven Fields, PA 484 4,663 59 484 4,722 2,916 1999 1999 500 Seven Fields Blvd.
Sewell, NJ 3,127 14,090 3,127 14,090 1,929 2018 2010 378 Fries Mill Road
Shawnee, OK 80 1,400 80 1,400 969 1996 1995 3947 Kickapoo
Silver Spring, MD 1,469 10,392 1,469 10,392 1,251 2018 1995 2505 Musgrove Road
Silver Spring, MD 4,678 11,679 4,678 11,679 1,499 2018 1990 2501 Musgrove Road
Silvis, IL 880 16,420 139 880 16,559 5,454 2010 2005 1900 10th St.
Sinking Spring, PA 1,393 19,842 1,393 19,842 2,362 2018 1982 3000 Windmill Road
Sittingbourne, UK 1,328 6,401 1,328 6,401 1,341 2014 1997 200 London Road
Smithfield, NC 290 5,680 844 290 6,524 2,901 2003 1998 830 Berkshire Rd.
Smithfield, NC 360 8,216 209 360 8,425 1,861 2014 1999 250 Highway 210 West
South Bend, IN 670 17,770 670 17,770 4,225 2014 2014 52565 State Road 933

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
South Point, OH 1,135 9,387 1,135 9,387 1,119 2018 1984 7743 County Road 1
Southampton, UK 1,439 15,189 1,439 15,189 2,151 2017 2013 Botley Road, Park Gate
Southbury, CT 1,860 23,613 3,421 1,860 27,034 7,504 2011 2001 655 Main St
Spokane, WA 2,649 11,699 2,649 11,699 1,410 2018 1985 6025 North Assembly Street
Springfield, IL 990 13,378 1,085 990 14,463 3,361 2014 2013 3089 Old Jacksonville Road
St. Paul, MN 2,100 33,019 100 2,100 33,119 6,080 2015 1996 750 Mississippi River
Stafford, UK 1,902 7,801 1,902 7,801 1,312 2014 2016 Stone Road
Stamford, UK 1,781 3,170 1,781 3,170 708 2014 1998 Priory Road
Statesville, NC 150 1,447 377 150 1,824 905 2003 1990 2441 E. Broad St.
Statesville, NC 310 6,183 693 310 6,876 3,109 2003 1996 2806 Peachtree Place
Statesville, NC 140 3,627 56 140 3,683 1,849 2003 1999 2814 Peachtree Rd.
Staunton, VA 899 6,391 6 899 6,397 1,877 2018 1999 1410 N Augusta St
Sterling Heights, MI 790 10,784 790 10,784 1,308 2018 1996 11095 East Fourteen Mile Road
Sterling Heights, MI 1,583 15,634 1,583 15,634 1,925 2018 2013 38200 Schoenherr Road
Stillwater, OK 80 1,400 80 1,400 970 1995 1995 1616 McElroy Rd.
Stratford-upon-Avon, UK 773 14,203 773 14,203 2,823 2015 2012 Scholars Lane
Stroudsburg, PA 340 16,313 130 340 16,443 4,176 2014 2011 370 Whitestone Corner Road
Sunbury, PA 695 7,244 695 7,244 844 2018 1981 800 Court Street Circle
Sunnyvale, CA 4,946 22,123 4,946 22,123 2,565 2018 1990 1150 Tilton Drive
Superior, WI 1,020 13,735 6,159 1,020 19,894 5,104 2009 2010 1915 North 34th Street
Tacoma, WA 2,522 8,573 2,522 8,573 1,016 2018 1984 5601 South Orchard Street
Tallahassee, FL 1,264 9,652 55 1,264 9,707 740 2021 1999 100 John Knox Rd
Tampa, FL 1,315 6,911 1,315 6,911 967 2018 1999 14950 Casey Road
Telford, UK 937 10,114 937 10,114 380 2021 2021 Shifnal Road
Terre Haute, IN 1,370 18,016 1,370 18,016 4,046 2015 2015 395 8th Avenue
Texarkana, TX 192 1,403 192 1,403 945 1996 1996 4204 Moores Lane
The Villages, FL 1,035 7,446 1,035 7,446 2,001 2013 2014 2450 Parr Drive
Thomasville, GA 530 12,520 1,347 530 13,867 3,502 2011 2006 423 Covington Avenue
Thousand Oaks, CA 3,425 19,573 6 3,425 19,579 1,347 2019 2021 980 Warwick Avenue
Three Rivers, MI 1,255 2,760 1,255 2,760 439 2018 1976 517 South Erie Street
Tomball, TX 1,050 13,300 840 1,050 14,140 4,272 2011 2001 1221 Graham Dr
Toms River, NJ 3,466 23,311 69 3,466 23,380 3,279 2019 2006 1657 Silverton Rd
Tonganoxie, KS 310 3,690 81 310 3,771 835 2015 2009 120 W 8th St
Towson, MD 1,715 13,111 1,715 13,111 1,577 2018 2000 8101 Bellona Avenue
Towson, MD 3,100 6,465 3,100 6,465 743 2018 1960 509 East Joppa Road
Towson, MD 4,527 3,126 4,527 3,126 454 2018 1970 7001 North Charles Street
Troy, MI 1,381 24,445 1,381 24,445 2,812 2018 2006 925 West South Boulevard
Troy, OH 200 2,000 4,254 200 6,254 2,834 1997 1997 81 S. Stanfield Rd.
Trumbull, CT 4,440 43,384 6,799 4,440 50,183 13,509 2011 2001 6949 Main Street
Tulsa, OK 1,390 7,110 1,102 1,390 8,212 3,065 2010 1998 7220 S. Yale Ave.
Tulsa, OK 1,100 27,007 2,233 1,100 29,240 4,881 2015 2017 18001 East 51st Street
Tulsa, OK 890 9,410 890 9,410 1,365 2017 2009 7210 South Yale Avenue
Tustin, CA 840 15,299 573 840 15,872 5,373 2011 1965 240 East 3rd St
Twinsburg, OH 1,446 5,919 1,446 5,919 788 2018 2014 8551 Darrow Road
Union, KY 33,927 2,242 31,685 2,489 2018 2020 9255 US-42

(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Union, SC 1,932 2,372 1,932 2,372 440 2018 1981 709 Rice Avenue
Valparaiso, IN 112 2,558 112 2,558 1,446 2001 1998 2601 Valparaiso St.
Valparaiso, IN 108 2,962 108 2,962 1,660 2001 1999 2501 Valparaiso St.
Vancouver, WA 2,503 28,393 2,503 28,393 3,238 2018 2011 2811 N.E. 139th Street
Venice, FL 2,246 10,094 2,246 10,094 1,293 2018 1997 1450 East Venice Avenue
Vero Beach, FL 263 3,187 263 3,187 1,778 2001 1999 420 4th Ct.
Vero Beach, FL 297 3,263 297 3,263 1,828 2001 1996 410 4th Ct.
Vero Beach, FL 1,256 11,204 187 1,256 11,391 843 2021 2007 4150 Indian River Blvd
Vero Beach, FL 3,580 31,735 1,331 3,580 33,066 2,100 2021 2005 910 Regency Square
Virginia Beach, VA 1,540 22,593 399 1,540 22,992 5,159 2014 1993 5520 Indian River Rd
Virginia Beach, VA 2,004 19,634 2,004 19,634 891 2021 2008 1853 Old Donation Parkway
Voorhees, NJ 3,100 25,950 26 3,100 25,976 7,527 2011 2013 113 South Route 73
Voorhees, NJ 2,193 6,990 2,193 6,990 932 2018 2006 1086 Dumont Circle
W Palm Beach, FL 1,175 8,294 1,175 8,294 1,084 2018 1996 2330 Village Boulevard
W Palm Beach, FL 1,921 5,731 1,921 5,731 723 2018 1996 2300 Village Boulevard
Wabash, IN 670 14,588 1 670 14,589 3,599 2014 2013 20 John Kissinger Drive
Waconia, MN 890 14,726 4,495 890 19,221 5,606 2011 2005 500 Cherry Street
Wake Forest, NC 200 3,003 2,625 200 5,628 2,754 1998 1999 611 S. Brooks St.
Wallingford, PA 1,356 6,487 1,356 6,487 881 2018 1930 115 South Providence Road
Walnut Creek, CA 4,358 18,407 4,358 18,407 2,190 2018 1997 1975 Tice Valley Boulevard
Walnut Creek, CA 5,394 39,084 5,394 39,084 4,420 2018 1990 1226 Rossmoor Parkway
Walsall, UK 9,540 1,159 8,381 1,765 2015 2015 Little Aston Road
Wamego, KS 40 2,510 61 40 2,571 524 2015 1996 1607 4th St
Warren, NJ 2,000 30,810 1,521 2,000 32,331 9,589 2011 1999 274 King George Rd
Waterloo, IA 605 3,030 605 3,030 398 2018 1964 201 West Ridgeway Avenue
Wayne, NJ 1,427 15,674 1,427 15,674 2,370 2018 1998 800 Hamburg Turnpike
Wellingborough, UK 1,449 5,603 1,449 5,603 1,304 2015 2015 159 Northampton
West Bend, WI 620 17,790 38 620 17,828 5,204 2010 2011 2130 Continental Dr
West Des Moines, IA 828 5,103 828 5,103 678 2018 2006 5010 Grand Ridge Drive
West Milford, NJ 1,960 24,614 273 1,960 24,887 3,164 2019 2000 197 Cahill Cross Road
West Orange, NJ 1,347 19,389 1,347 19,389 2,746 2018 1998 510 Prospect Avenue
West Reading, PA 890 12,118 890 12,118 1,364 2018 1975 425 Buttonwood Street
Westerville, OH 740 8,287 4,871 740 13,158 11,246 1998 2001 690 Cooper Rd.
Westerville, OH 26,086 2,566 23,520 1,766 2017 2020 702 Polaris Parkway
Westerville, OH 1,420 5,371 1,420 5,371 673 2018 1982 1060 Eastwind Drive
Westerville, OH 1,582 10,279 1,582 10,279 1,310 2018 1980 215 Huber Village Boulevard
Westfield, IN 890 15,964 1 890 15,965 3,909 2014 2013 937 E. 186th Street
Westlake, OH 855 11,963 855 11,963 1,467 2018 1997 28400 Center Ridge Road
Weston Super Mare, UK 2,464 6,906 2,464 6,906 1,723 2013 2011 141b Milton Road
Wheaton, MD 3,864 3,788 3,864 3,788 493 2018 1961 11901 Georgia Avenue
Whippany, NJ 1,571 14,977 1,571 14,977 1,847 2018 2000 18 Eden Lane
Whitehall, MI 1,645 6,789 1,645 6,789 697 2020 2012 6827 Whitehall Rd
Wichita, KS 860 8,873 860 8,873 2,856 2011 2012 10604 E 13th Street North
Wichita, KS 260 2,240 137 260 2,377 491 2015 1992 900 N Bayshore Dr
Williamsburg, VA 1,187 5,728 6 1,187 5,734 1,765 2018 2000 1811 Jamestown Rd




(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Triple-net:
Willoughby, OH 1,774 8,653 1,774 8,653 1,079 2018 1974 37603 Euclid Avenue
Wilmington, DE 1,376 13,450 1,376 13,450 1,625 2018 1998 700 1/2 Foulk Road
Wilmington, NC 210 2,991 210 2,991 1,842 1999 1999 3501 Converse Dr.
Wilmington, NC 400 15,355 579 400 15,934 3,668 2014 2012 3828 Independence Blvd
Wilmington, DE 2,843 36,948 2,843 36,948 4,292 2018 1988 5651 Limestone Road
Wilmington, DE 2,266 9,500 2,266 9,500 1,179 2018 1984 700 Foulk Road
Windsor, VA 1,148 6,514 7 1,148 6,521 1,988 2018 1999 23352 Courthouse Hwy
Winston-Salem, NC 360 2,514 595 360 3,109 1,543 2003 1996 2980 Reynolda Rd.
Winter Garden, FL 1,110 7,937 1,110 7,937 2,329 2012 2013 720 Roper Road
Winter Springs, FL 1,152 14,822 1,152 14,822 1,771 2018 1999 1057 Willa Springs Drive
Witherwack, UK 924 6,769 924 6,769 1,690 2013 2009 Whitchurch Road
Wolverhampton, UK 1,540 6,537 1,540 6,537 1,646 2013 2011 378 Prestonwood Road
Woodbury, MN 1,317 20,935 298 1,317 21,233 3,499 2017 2015 2195 Century Avenue South
Woodstock, VA 594 5,108 5 594 5,113 1,363 2018 2001 803 S Main St
Worcester, MA 3,500 54,099 3,500 54,099 18,693 2007 2009 101 Barry Road
Yardley, PA 773 14,914 773 14,914 1,885 2018 1995 493 Stony Hill Road
Yardley, PA 1,561 9,439 1,561 9,439 1,420 2018 1990 1480 Oxford Valley Road
York, PA 976 9,354 976 9,354 1,149 2018 1972 200 Pauline Drive
York, PA 1,050 4,210 1,050 4,210 612 2018 1983 2400 Kingston Court
York, PA 1,121 7,584 1,121 7,584 996 2018 1979 1770 Barley Road
York, UK 2,898 8,092 2,898 8,092 1,773 2014 2006 Rosetta Way, Boroughbridge Road
Youngsville, NC 380 10,689 135 380 10,824 2,486 2014 2013 100 Sunset Drive
Zephyrhills, FL 2,131 6,669 2,131 6,669 920 2018 1987 38220 Henry Drive
Zionsville, IN 1,610 22,400 2,055 1,610 24,455 7,661 2010 2009 11755 N Michigan Rd
Zionsville, IN 2,162 33,238 310 2,165 33,545 1,797 2021 2018 6800 Central Blvd
Triple-net Total $ 39,179 $ 873,139 $ 6,845,480 $ 586,644 $ 910,570 $ 7,394,693 $ 1,549,022

129


Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2022
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Addison, IL $ $ 102 $ 19,089 $ 26 $ 102 $ 19,115 $ 2,346 2018 2012 303 West Lake Street
Agawam, MA 1,072 4,544 624 1,072 5,168 889 2019 2005 230-232 Main Street
Allen, TX 726 14,196 1,954 726 16,150 6,994 2012 2006 1105 N Central Expressway
Alpharetta, GA 476 13,681 476 13,681 5,014 2011 2003 11975 Morris Road
Alpharetta, GA 548 17,103 1,214 548 18,317 8,234 2011 2007 3300 Old Milton Parkway
Alpharetta, GA 20,342 773 19,569 9,373 2011 1993 3400-A Old Milton Parkway
Alpharetta, GA 38,234 1,769 36,465 18,308 2011 1999 3400-C Old Milton Parkway
Alpharetta, GA 1,862 1,862 2011 1900 940 North Point Parkway
Ann Arbor, MI 4,234 30,085 104 4,234 30,189 1,702 2021 2016 4350 Jackson Road
Ann Arbor, MI 4,044 15,915 50 4,044 15,965 1,310 2021 2014 4200 Whitehall Dr.
Anna, TX 3,050 3,050 2022 1900 1029 W White
Appleton, WI 6,551 1,881 7,540 1,333 1,881 8,873 1,197 2019 2004 5320 W Michael Drive
Appleton, WI 3,782 18,003 2,452 3,782 20,455 2,668 2019 2005 2323 N Casaloma Drive
Arcadia, CA 34,889 5,637 29,252 14,903 2006 1984 301 W. Huntington Drive
Arlington, TX 19,294 82 19,212 6,625 2012 2012 902 W. Randol Mill Road
Arlington Heights, IL 1,233 2,826 623 1,233 3,449 777 2020 1997 1632 W. Central Road
Atlanta, GA 4,931 18,720 8,659 5,387 26,923 15,351 2006 1991 755 Mt. Vernon Hwy.
Atlanta, GA 45,781 45,781 17,829 2012 2006 5670 Peachtree-Dunwoody Road
Atlanta, GA 28,627 2,172 26,455 11,781 2012 1984 975 Johnson Ferry Road
Austin, TX 1,066 10,112 1,066 10,112 2,210 2017 2017 5301-B Davis Lane
Austin, TX 1,688 5,865 919 1,688 6,784 1,281 2019 2015 5301-A Davis Lane
Baltimore, MD 4,490 28,667 2,608 4,490 31,275 3,515 2019 2014 1420 Key Highway
Bellevue, NE 16,781 16,781 7,285 2010 2010 2510 Bellevue Medical Center Drive
Bend, OR 16,516 28,429 2,118 16,516 30,547 5,117 2019 2001 1501 Northeast Medical Center Drive
Berkeley Heights, NJ 49,555 79,091 13,715 49,555 92,806 11,145 2019 1978 1 Diamond Hill Road
Beverly Hills, CA 20,766 40,730 4,245 20,766 44,975 11,989 2015 1946 9675 Brighton Way
Beverly Hills, CA 18,863 1,192 492 18,885 1,662 992 2015 1955 415 North Bedford
Beverly Hills, CA 19,863 31,690 2,525 19,863 34,215 8,726 2015 1946 416 North Bedford
Beverly Hills, CA 33,729 32,603 28,639 3,267 32,603 31,906 8,999 2015 1950 435 North Bedford
Beverly Hills, CA 78,271 52,772 87,366 4,503 52,772 91,869 21,356 2015 1989 436 North Bedford
Birmingham, AL 90 34,349 4,430 90 38,779 976 2022 1994 513 Brookwood Boulevard
Birmingham, AL 40 34,096 4,392 40 38,488 964 2022 1985 2006 Brookwood Medical Center Drive
Birmingham, AL 60 42,792 5,507 60 48,299 1,218 2022 1979 2022 Brookwood Medical Center Drive
Birmingham, AL 50 20,514 2,649 50 23,163 584 2022 1975 2018 Brookwood Medical Center Drive
Boca Raton, FL 109 34,002 5,449 214 39,346 18,618 2006 1995 9970 S. Central Park Blvd.
Boca Raton, FL 31 12,312 1,025 251 13,117 5,357 2012 1993 9960 S. Central Park Boulevard
Bridgeton, MO 22,858 450 22,408 10,046 2010 2006 12266 DePaul Dr

(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land Building & Improvements Cost Capitalized Subsequent to Acquisition Land Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Bridgeton, MO 8,373 1,501 6,872 2,081 2017 2008 3440 De Paul Ln.
Brooklyn, NY 104,190 104,190 5,147 2015 2021 NE Corner of 9th & 49th Street
Burleson, TX 14,007 10 13,997 6,006 2011 2007 12001 South Freeway
Burnsville, MN 34,047 34,047 12,239 2013 2014 14101 Fairview Dr
Canton, MI 1,168 14,561 40 1,168 14,601 826 2021 2004 49650 Cherry Hill Road
Cape Coral, FL 2,273 12,169 670 2,273 12,839 1,238 2021 1995 2721 Del Prado Blvd
Carmichael, CA 1,957 9,521 1,113 1,957 10,634 578 2022 1970 6620 Coyle Avenue
Cary, NC 2,816 10,645 1,468 2,816 12,113 2,957 2019 2007 540 Waverly Place
Cedar Park, TX 30,069 132 29,937 8,559 2017 2014 1401 Medical Parkway, Building 2
Chapel Hill, NC 488 2,242 149 488 2,391 372 2019 2010 100 Perkins Drive
Chapel Hill, NC 4,817 1,970 8,874 139 1,970 9,013 1,650 2018 2007 6011 Farrington Road
Chapel Hill, NC 4,817 1,970 8,925 48 1,970 8,973 1,854 2018 2007 6013 Farrington Road
Chapel Hill, NC 13,692 5,681 25,035 17 5,681 25,052 4,792 2018 2006 2226 North Carolina Highway 54
Charlotte, NC 10 23,265 2,245 10 25,510 5,252 2019 1971 1900 Randolph Road
Charlotte, NC 30 59,039 7,469 30 66,508 12,783 2019 1994 1918 Randolph Road
Charlotte, NC 40 40,533 5,062 40 45,595 8,248 2019 1989 1718 East Fourth Street
Charlotte, NC 1,746 8,378 1,392 1,746 9,770 2,234 2019 1998 309 South Sharon Amity Road
Charlotte, NC 93,565 15,678 77,887 5,383 2018 2021 1237 Harding Place
Charlotte, NC 22,949 13 22,962 960 2021 2021 830 Kenilworth Avenue
Charlotte, NC 58,056 11,783 46,273 2,829 2018 2021 1225 Harding Place
Cherry Hill, NJ 1,844 4,635 961 1,844 5,596 123 2022 1965 8 Ranoldo Terrace
Chicopee, MA 6,078 13,793 2,151 6,078 15,944 2,932 2019 2005 444 Montgomery Street
Chula Vista, CA 1,045 21,387 2,207 1,045 23,594 4,009 2019 1973 480 4th Avenue
Chula Vista, CA 826 6,106 1,470 826 7,576 1,322 2019 1985 450 4th Avenue
Chula Vista, CA 1,114 14,902 558 1,114 15,460 2,188 2019 2008 971 Lane Ave
Chula Vista, CA 1,075 6,828 338 1,075 7,166 1,024 2019 2006 959 Lane Ave
Cincinnati, OH 18,167 2 18,165 6,352 2012 2013 3301 Mercy Health Boulevard
Cincinnati, OH 537 9,719 592 537 10,311 1,759 2019 2001 4850 Red Bank Expressway
Clarkson Valley, MO 36,736 36,736 19,187 2009 2010 15945 Clayton Rd
Clear Lake, TX 13,902 2,319 11,583 2,418 2013 2014 1010 South Ponds Drive
Clinton, MI 1,138 824 5 1,138 829 145 2021 1987 11775 Tecumseh-Clinton Hwy.
Clyde, NC 1,433 21,099 967 1,433 22,066 2,459 2019 2012 581 Leroy George Drive
College Station, TX 1,111 7,456 1,111 7,456 218 2021 2021 1204 Copperfield Pkwy
Columbia, MD 23 33,885 4,716 9,353 29,271 13,520 2015 1982 5450 & 5500 Knoll N Dr.
Columbia, MD 12,159 72,636 1,508 12,159 74,144 12,226 2018 2009 10710 Charter Drive
Columbia, MD 2,333 19,232 1,951 2,333 21,183 8,409 2012 2002 10700 Charter Drive
Columbia, MO 438 12,426 921 438 13,347 2,398 2019 1994 1601 E. Broadway
Columbia, MO 488 15,702 1,322 488 17,024 3,207 2019 1999 1605 E. Broadway
Columbia, MO 199 22,289 1,827 199 24,116 3,918 2019 2007 1705 E. Broadway
Coon Rapids, MN 29,660 29,660 10,186 2013 2014 11850 Blackfoot Street NW
Costa Mesa, CA 18,573 22,033 24,332 5,957 22,033 30,289 7,955 2017 2007 1640 Newport Boulevard
Dade City, FL 1,211 5,511 1,211 5,511 2,185 2011 1998 13413 US Hwy 301
Dallas, TX 15,550 122 15,428 4,150 2013 2014 8196 Walnut Hill Lane

(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land Building & Improvements Cost Capitalized Subsequent to Acquisition Land Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Dallas, TX 6,086 18,007 5,320 6,542 22,871 5,026 2018 2010 10740 North Central Expressway
Danbury, CT 2,382 25,403 370 2,414 25,741 1,221 2021 2019 40 Old Ridgebury Rd
Danbury, CT 914 10,844 156 926 10,988 533 2021 2010 226 White St
Danbury, CT 4,209 22,740 449 4,303 23,095 1,433 2021 2017 2 Riverview Dr
Deerfield Beach, FL 11,198 2,540 8,658 4,324 2011 2001 1192 East Newport Center Drive
Delray Beach, FL 1,882 34,767 3,165 2,449 37,365 21,745 2006 1985 5130-5150 Linton Blvd.
Dunkirk, MD 259 2,263 314 259 2,577 660 2019 1997 10845 Town Center Blvd
Durham, NC 1,403 23,788 1,377 1,403 25,165 3,379 2019 2000 120 William Penn Plaza
Durham, NC 1,751 42,391 2,037 1,751 44,428 4,900 2019 2004 3916 Ben Franklin Boulevard
El Paso, TX 18,992 1,254 17,738 8,703 2006 1997 2400 Trawood Dr.
Elgin, IL 1,634 9,443 1,594 1,753 10,918 1,827 2020 2004 745 Fletcher Drive
Elmhurst, IL 41 39,562 374 41 39,936 6,152 2018 2011 133 E Brush Hill Road
Elyria, OH 3,263 27,163 1,024 3,263 28,187 4,032 2019 2008 303 Chestnut Commons Drive
Escondido, CA 2,278 19,724 1,245 2,278 20,969 3,288 2019 1994 225 East 2nd Avenue
Everett, WA 31,195 4,842 26,353 11,755 2010 2011 13020 Meridian Ave. S.
Fenton, MO 958 27,485 1,035 958 28,520 10,843 2013 2009 1011 Bowles Avenue
Fenton, MO 14,478 369 14,109 4,972 2013 2009 1055 Bowles Avenue
Florham Park, NJ 8,578 61,779 8,578 61,779 9,768 2017 2017 150 Park Avenue
Flower Mound, TX 737 9,276 901 737 10,177 3,009 2015 2014 2560 Central Park Avenue
Flower Mound, TX 4,164 27,027 2,053 4,164 29,080 9,717 2014 2012 4370 Medical Arts Drive
Flower Mound, TX 4,620 4,620 2014 1900 Medical Arts Drive
Fort Washington, PA 2,015 16,104 2,557 2,015 18,661 2,404 2020 1980 467 Pennsylvania Avenue
Fort Worth, TX 27,343 462 26,881 9,166 2012 2012 10840 Texas Health Trail
Fort Worth, TX 401 6,099 5,035 2,805 8,730 2,413 2014 2007 7200 Oakmont Boulevard
Fort Worth, TX 1,790 5,082 51 1,790 5,133 238 2021 1983 2001 West Rosedale Street
Frederick, MD 1,065 6,817 613 1,065 7,430 1,642 2019 1979 194 Thomas Johnson Drive
Frederick, MD 1,930 18,311 1,625 1,930 19,936 3,200 2019 2006 45 Thomas Johnson Drive
Fresno, CA 1,497 11,896 916 1,497 12,812 1,774 2019 2004 1105 E Spruce Ave
Gardendale, AL 1,150 8,162 347 1,150 8,509 1,660 2018 2005 2217 Decatur Highway
Garland, TX 4,952 30,151 2,592 4,952 32,743 5,417 2019 2018 7217 Telecom Parkway
Gastonia, NC 569 1,638 55 569 1,693 345 2019 2000 934 Cox Road
Gig Harbor, WA 32,798 80 32,718 8,486 2010 2009 11511 Canterwood Blvd. NW
Glendale, CA 70 41,837 3,081 70 44,918 6,159 2019 2008 1500 E Chevy Chase Drive
Gloucester, VA 2,128 9,169 458 2,128 9,627 1,915 2018 2008 5659 Parkway Drive
Grand Prairie, TX 981 6,086 319 981 6,405 3,136 2012 2009 2740 N State Hwy 360
Grapevine, TX 10,758 2,081 8,677 3,084 2014 2002 2040 W State Hwy 114
Grapevine, TX 24,375 3,365 21,010 7,138 2014 2002 2020 W State Hwy 114
Greenville, SC 1,790 4,421 1,550 1,790 5,971 2,318 2019 1987 10 Enterprise Boulevard
Harrisburg, NC 1,347 2,652 527 1,347 3,179 866 2019 2012 9550 Rocky River Road
Hattiesburg, MS 3,155 31,155 4,063 3,155 35,218 4,422 2019 2012 3688 Veterans Memorial Drive
Haymarket, VA 1,250 26,621 2,841 1,250 29,462 4,414 2019 2008 15195 Heathcote Blvd
Henderson, NV 2,587 5,376 279 2,587 5,655 864 2019 2002 2825 Siena Heights Drive
Henderson, NV 7,372 22,172 3,155 7,372 25,327 4,285 2019 2005 2845 Siena Heights Drive

(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Henderson, NV 5,492 18,448 1,741 5,492 20,189 2,840 2019 2005 2865 Siena Heights Drive
Highland, IL 8,884 8,884 2,809 2012 2013 12860 Troxler Avenue
Hopewell Junction, NY 2,164 4,659 692 2,164 5,351 692 2019 1999 10 Cranberry Drive
Hopewell Junction, NY 2,316 4,525 812 2,316 5,337 627 2019 2015 1955 NY-52
Houston, TX 5,837 33,128 1,518 5,837 34,646 16,029 2012 2005 15655 Cypress Woods Medical Dr.
Houston, TX 21,373 2,988 18,385 1,418 2016 2019 13105 Wortham Center Drive
Houston, TX 17,133 3,688 13,445 5,613 2012 2007 10701 Vintage Preserve Parkway
Houston, TX 84,613 12,815 71,798 25,306 2012 1998 2727 W Holcombe Boulevard
Houston, TX 377 13,726 783 377 14,509 2,572 2018 2011 20207 Chasewood Park Drive
Houston, TX 2,351 7,980 900 2,351 8,880 1,024 2020 2013 11476 Space Center Blvd
Houston, TX 9,550 9,550 12 2011 1900 F.M. 1960 & Northgate Forest Dr.
Howell, MI 2,000 13,928 590 2,001 14,517 3,240 2016 2017 1225 South Latson Road
Howell, MI 579 4,428 13 579 4,441 316 2021 2019 202 W. Highland Rd.
Humble, TX 9,953 1,702 8,251 1,682 2013 2014 8233 N. Sam Houston Parkway E.
Huntersville, NC 41,055 6,880 47,935 6,224 2019 2004 10030 Gilead Road
Independence, MO 762 3,480 680 762 4,160 509 2020 2007 19401 East 37th Terrace Court South
Jackson, MI 17,999 668 17,331 6,411 2013 2009 1201 E Michigan Avenue
Jacksonville, FL 3,562 24,379 3,474 3,562 27,853 4,896 2019 2006 10475 Centurion Parkway North
Jacksonville, FL 1,113 10,970 1,377 1,113 12,347 1,762 2020 2000 5742 Booth Road
Jefferson City, TN 109 16,035 1,005 109 17,040 2,613 2019 2001 120 Hospital Drive
Jonesboro, GA 567 15,146 1,267 567 16,413 2,992 2019 2009 7813 Spivey Station Boulevard
Jonesboro, GA 627 15,844 805 627 16,649 2,788 2019 2007 7823 Spivey Station Boulevard
Jupiter, FL 20,095 2,639 17,456 8,636 2006 2001 550 Heritage Dr.
Jupiter, FL 10,208 3,036 7,172 4,103 2007 2004 600 Heritage Dr.
Kalamazoo, MI 12,788 12,788 748 2020 2021 2520 Robert Jones Way
Katy, TX 11,219 11,219 702 2019 2020 0 Grand Parkway & Morton Ranch Road
Katy, TX 2,025 7,557 1,255 2,025 8,812 1,036 2020 2016 21502 Merchants Way
Katy, TX 3,699 12,701 1,910 3,699 14,611 2,630 2020 2006 1331 West Grand Parkway North
Knoxville, TN 199 43,771 3,265 199 47,036 6,191 2019 2012 1926 Alcoa Highway
La Jolla, CA 12,855 32,658 2,542 12,871 35,184 11,050 2015 1989 4150 Regents Park Row
La Jolla, CA 9,425 26,525 3,245 9,444 29,751 8,223 2015 1988 4120 & 4130 La Jolla Village Drive
La Jolla, CA 20,324 33,675 4,164 20,324 37,839 1,221 2022 1985 4180 La Jolla Village Dr
Lacey, WA 1,751 10,383 143 1,751 10,526 2,011 2018 1971 2555 Marvin Road Northeast
Lake St Louis, MO 14,962 240 14,722 6,603 2010 2008 400 Medical Dr
Lakeway, TX 2,801 2,801 2007 1900 Lohmans Crossing Road
Las Vegas, NV 9,997 2,319 7,678 3,702 2006 1991 2870 S. Maryland Pkwy.
Las Vegas, NV 5,887 433 5,454 2,529 2007 1997 1776 E. Warm Springs Rd.
Las Vegas, NV 4,180 20,064 2,913 4,180 22,977 2,624 2020 2017 9880 West Flamingo Road
Las Vegas, NV 5,864 22,502 3,070 5,864 25,572 2,736 2020 2017 4980 West Sahara Ave
Lawrenceville, NJ 2,691 3,739 1,339 2,691 5,078 271 2022 1975 2 Princess Road
Little Rock, AR 3,021 20,095 1,907 3,021 22,002 3,922 2019 2014 6119 Midtown Avenue
Los Alamitos, CA 21,670 39 21,631 8,578 2007 2003 3771 Katella Ave.

(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Lowell, MA 13,790 3,016 10,774 1,713 2011 2020 839 Merrimack Street
Loxahatchee, FL 9,484 1,440 8,044 4,413 2006 1993 12989 Southern Blvd.
Loxahatchee, FL 8,389 1,650 6,739 3,641 2006 1994 12983 Southern Blvd.
Loxahatchee, FL 8,082 1,719 6,363 3,453 2006 1997 12977 Southern Blvd.
Lubbock, TX 40,632 2,286 66,022 6,917 2,286 72,939 7,377 2019 2006 4515 Marsha Sharp Freeway
Lynbrook, NY 25,268 10,028 37,319 2,459 10,028 39,778 6,558 2018 1962 444 Merrick Road
Madison, WI 3,670 24,615 3,851 3,671 28,465 3,816 2019 2012 1102 South Park Street
Margate, FL 219 8,743 599 219 9,342 1,637 2019 2004 2960 N. State Rd 7
Marietta, GA 2,682 20,053 1,805 2,703 21,837 7,297 2016 2016 4800 Olde Towne Parkway
Mars, PA 1,925 8,307 1,412 1,925 9,719 1,535 2020 2006 6998 Crider Road
Matthews, NC 10 32,108 2,258 10 34,366 5,296 2019 1994 1450 Matthews Township Parkway
Menasha, WI 18,555 1,399 17,156 5,141 2016 1994 1550 Midway Place
Merced, CA 14,887 14,887 6,650 2009 2010 315 Mercy Ave.
Meridian, ID 3,206 23,619 4,296 3,206 27,915 4,710 2019 2009 3277 E Louise Drive
Mesa, AZ 3,158 5,588 1,122 3,158 6,710 696 2020 2016 1910 S. Gilbert Road
Mesa, AZ 3,889 5,816 1,257 3,889 7,073 789 2020 2016 1833 N. Power Road
Milan, MI 1,216 6,487 59 1,216 6,546 677 2021 2008 870 E. Arkona Rd
Mission Hills, CA 21,671 42,276 7,261 4,791 44,746 15,407 2014 1986 11550 Indian Hills Road
Missouri City, TX 1,360 7,143 1,360 7,143 1,133 2015 2016 7010 Highway 6
Mobile, AL 2,759 25,180 14 2,759 25,194 3,964 2018 2003 6144 Airport Boulevard
Monroeville, PA 1,544 10,012 1,315 1,544 11,327 2,145 2020 1979 2550 Mosside Blvd
Moorestown, NJ 52,017 362 51,655 21,295 2011 2012 401 Young Avenue
Mount Juliet, TN 15,465 1,601 13,864 7,219 2007 2005 5002 Crossings Circle
Mount Kisco, NY 12,632 46,294 5,195 12,632 51,489 5,658 2019 1996 90 - 110 South Bedford Road
Mount Vernon, IL 25,036 25,036 10,417 2011 2012 2 Good Samaritan Way
Murrieta, CA 48,771 48,771 25,118 2010 2011 28078 Baxter Rd.
Murrieta, CA 3,800 3,800 2014 1900 28078 Baxter Rd.
Myrtle Beach, SC 1,357 3,131 853 1,357 3,984 1,228 2019 1996 8170 Rourk Street
Nampa, ID 15,226 3,439 18,648 2,933 3,439 21,581 2,500 2019 2017 1510 12th Avenue
New Milford, CT 1,006 3,541 23 1,019 3,551 284 2021 1995 131 Kent Rd
New Milford, CT 2,033 6,819 151 2,060 6,943 575 2021 1995 131 Kent Rd
Newburgh, NY 9,213 28,300 4,079 9,213 32,379 3,124 2019 2015 1200 NY-300
Newburyport, MA 3,104 18,492 1,464 3,104 19,956 3,137 2019 2008 One Wallace Bashaw Jr. Way
Newtown, CT 2,176 9,140 1,029 2,205 10,140 671 2021 2015 164 Mount Pleasant
Newtown, CT 3,039 9,364 160 3,079 9,484 794 2021 2016 170 Mt Pleasant Rd
Niagara Falls, NY 13,062 1,721 11,341 7,281 2007 1995 6932 - 6934 Williams Rd
Niagara Falls, NY 8,631 454 8,177 4,368 2007 2004 6930 Williams Rd
Norfolk, VA 1,138 23,416 3,617 1,138 27,033 4,783 2019 2014 155 Kingsley Lane
North Canton, OH 2,518 21,523 2,946 2,518 24,469 2,610 2019 2014 7442 Frank Avenue
North Easton, MA 2,336 17,936 2,126 2,336 20,062 2,806 2019 2007 15 Roche Brothers Way
North Easton, MA 2,882 14,463 1,816 2,882 16,279 2,264 2019 2008 31 Roche Brothers Way
Norwood, OH 1,017 5,642 1,025 1,017 6,667 1,284 2019 2006 4685 Forest Avenue
Novi, MI 895 34,573 2,787 896 37,359 5,880 2019 2008 26750 Providence Parkway

(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Oklahoma City, OK 19,166 216 18,950 7,053 2013 2008 535 NW 9th Street
Oxford, NC 478 4,724 247 478 4,971 766 2019 2011 107 East McClanahan Street
Pasadena, TX 15,571 1,700 13,871 2,101 2012 2013 5001 E Sam Houston Parkway S
Pearland, TX 12,759 1,500 11,259 2,585 2012 2013 2515 Business Center Drive
Pearland, TX 42,538 9,807 32,731 9,967 2014 2013 11511 Shadow Creek Parkway
Phoenix, AZ 64,022 1,149 62,873 33,553 2006 1998 2222 E. Highland Ave.
Phoenix, AZ 199 3,967 818 199 4,785 718 2019 1980 9225 N 3rd Street
Phoenix, AZ 109 2,134 150 109 2,284 406 2019 1986 9327 North 3rd Street
Phoenix, AZ 229 5,442 467 229 5,909 1,231 2019 1994 9100 N 2nd Street
Pinckney, MI 1,708 3,816 14 1,708 3,830 353 2021 2020 10200 Dexter-Pinckney Rd.
Plano, TX 793 83,209 8,401 793 91,610 32,439 2012 2005 6020 West Parker Road
Plantation, FL 26,297 8,575 17,722 10,574 2006 1997 851-865 SW 78th Ave.
Pleasanton, CA 6,748 25,065 3,563 6,748 28,628 1,149 2022 2001 5860 Owens Drive
Plymouth Meeting, PA 4,047 9,442 1,559 4,047 11,001 254 2022 2002 4060 Butler Pike
Port Orchard, WA 2,810 22,716 539 2,810 23,255 3,817 2018 1995 450 South Kitsap Boulevard
Porter, TX 3,746 15,119 3,746 15,119 1,102 2018 2019 25553 US Highway 59
Poughkeepsie, NY 2,144 32,820 4,312 2,144 37,132 3,548 2019 2008 2507 South Road
Poughkeepsie, NY 4,035 26,001 4,479 4,035 30,480 2,618 2019 2010 30 Columbia Street
Poughkeepsie, NY 6,513 23,787 4,110 6,513 27,897 2,705 2019 2006 600 Westage Drive
Poughkeepsie, NY 18,080 5,128 18,080 2,704 5,128 20,784 2,060 2019 2012 1910 South Road
Prince Frederick, MD 229 25,905 1,319 229 27,224 3,854 2019 2009 130 Hospital Road
Prince Frederick, MD 179 12,243 904 179 13,147 2,406 2019 1991 110 Hospital Road
Raleigh, NC 8,255 25,589 2,652 8,255 28,241 979 2022 2005 8300 Health Park
Rancho Mirage, CA 7,292 13,214 2,228 7,292 15,442 2,496 2019 2005 72780 Country Club Drive
Redmond, WA 32,913 5,015 27,898 12,887 2010 2011 18100 NE Union Hill Rd.
Richmond, VA 2,969 26,697 2,649 3,090 29,225 12,658 2012 2008 7001 Forest Avenue
Richmond, TX 2,000 9,118 4 2,000 9,122 1,541 2015 2016 22121 FM 1093 Road
Rockwall, TX 132 17,197 443 132 17,640 6,418 2012 2008 3142 Horizon Road
Rolla, MO 1,931 47,639 1 1,931 47,640 20,109 2011 2009 1605 Martin Spring Drive
Rome, GA 99 29,846 2,131 99 31,977 5,070 2019 2005 330 Turner McCall Boulevard
Roseville, MN 2,963 18,785 2,570 2,963 21,355 3,136 2019 1994 1835 W County Road C
Roxboro, NC 368 2,327 150 368 2,477 387 2019 2000 799 Doctors Court
San Antonio, TX 15,523 3,050 12,473 2,261 2016 2017 5206 Research Drive
San Antonio, TX 2,915 11,473 2,575 2,915 14,048 2,255 2019 2006 150 E Sonterra Blvd
Santa Clarita, CA 2,338 20,797 5,304 17,831 5,780 2014 1976 23861 McBean Parkway
Santa Clarita, CA 28,384 3,558 5,294 26,648 7,761 2014 1998 23929 McBean Parkway
Santa Clarita, CA 278 185 11,594 11,872 185 268 2014 1996 23871 McBean Parkway
Santa Clarita, CA 25,000 295 40,257 ( 755 ) 295 39,502 9,966 2014 2013 23803 McBean Parkway
Santa Clarita, CA 20,618 1,354 4,407 17,565 5,119 2014 1989 24355 Lyons Avenue





(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Seattle, WA 4,410 38,428 916 4,410 39,344 21,217 2010 2010 5350 Tallman Ave
Sewell, NJ 1,242 11,616 7 1,242 11,623 2,550 2018 2007 556 Egg Harbor Road
Shakopee, MN 508 11,412 337 509 11,748 5,769 2010 1996 1515 St Francis Ave
Shakopee, MN 707 18,089 128 773 18,151 7,121 2010 2007 1601 St Francis Ave
Shenandoah, TX 21,197 4,574 16,623 3,346 2013 2014 106 Vision Park Boulevard
Sherman Oaks, CA 32,186 4,486 3,121 33,551 10,454 2014 1969 4955 Van Nuys Boulevard
Silverdale, WA 3,451 21,176 12 3,451 21,188 3,683 2018 2004 2200 NW Myhre Road
Southlake, TX 18,703 592 18,111 7,805 2012 2004 1545 East Southlake Boulevard
Southlake, TX 31,859 698 31,161 11,785 2012 2004 1545 East Southlake Boulevard
Southlake, TX 2,875 14,126 1,395 2,875 15,521 2,873 2019 2017 925 E. Southlake Boulevard
Southlake, TX 3,000 3,000 2014 1900 Central Avenue
Springfield, MA 2,721 5,698 923 2,721 6,621 1,288 2019 2012 305 Bicentennial Highway
St Paul, MN 38,248 49 38,199 10,147 2014 2006 225 Smith Avenue N.
St. Louis, MO 336 17,247 3,453 336 20,700 10,100 2007 2001 2325 Dougherty Ferry Rd.
St. Paul, MN 2,706 39,507 1,573 2,701 41,085 17,606 2011 2007 435 Phalen Boulevard
Stafford, TX 3,389 14,292 3,389 14,292 30 2021 2022 11211 Nexus Ave
Stockton, CA 10,964 4,966 14,412 2,445 4,966 16,857 2,394 2019 2009 2388 - 2488 N California Street
Strongsville, OH 15,997 15,997 2022 1900 16761 Southpark Center
Suffern, NY 653 37,255 1,635 696 38,847 17,123 2011 2007 257 Lafayette Avenue
Suffolk, VA 1,566 11,511 184 1,620 11,641 6,040 2010 2007 5838 Harbour View Blvd.
Sugar Land, TX 19,075 3,543 15,532 7,729 2012 2005 11555 University Boulevard
Sycamore, IL 1,113 12,910 2,473 1,113 15,383 1,704 2020 2002 1630 Gateway Drive
Tacoma, WA 64,307 64,307 29,522 2011 2013 1608 South J Street
Tampa, FL 4,319 12,234 4,319 12,234 4,212 2011 2003 14547 Bruce B Downs Blvd
Tarzana, CA 6,115 15,510 2,382 6,115 17,892 3,005 2020 1986 5620 Wilbur Ave
Timonium, MD 21,739 8,851 12,888 2,977 2015 2017 2118 Greenspring Drive
Towson, MD 2,654 10,627 3,165 2,654 13,792 349 2022 1992 8322 Bellona Avenue
Tustin, CA 3,345 541 430 3,345 971 515 2015 1976 14591 Newport Ave
Tustin, CA 3,361 12,039 3,998 3,361 16,037 5,174 2015 1985 14642 Newport Ave
Tyler, TX 57,185 2,903 104,300 9,810 2,897 114,116 11,402 2019 2013 1814 Roseland Boulevard
Tyler, TX 330 35,534 330 35,534 217 2021 2022 501 S Saunders Ave
Van Nuys, CA 36,187 36,187 14,219 2009 1991 6815 Noble Ave.
Voorhees, NJ 32,884 6,481 26,403 12,826 2006 1997 900 Centennial Blvd.
Voorhees, NJ 100,258 99 100,159 39,751 2010 2012 200 Bowman Drive
Waco, TX 601 2,594 1,335 628 3,902 1,140 2018 2000 6600 Fish Pond Rd
Waco, TX 111 111 15 2018 1962 6612 Fish Pond Road
Waco, TX 106 106 10 2018 1961 6620 Fish Pond Rd
Waco, TX 2,250 28,632 410 2,250 29,042 4,906 2018 1981 601 Highway 6 West
Washington, PA 3,981 31,706 17 3,981 31,723 5,563 2018 2010 100 Trich Drive
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements
Accumulated Depreciation (1)
Year Acquired Year Built Address
Outpatient Medical:
Wausau, WI 14,225 2,050 12,175 2,452 2015 2017 1901 Westwood Center Boulevard
Waxahachie, TX 18,101 303 303 18,101 5,021 2016 2014 2460 N I-35 East
Wellington, FL 19,839 326 19,513 9,546 2006 2000 10115 Forest Hill Blvd.
Wellington, FL 11,669 580 11,089 6,079 2007 2003 1395 State Rd. 7
Westlake Village, CA 6,360 2,487 9,776 174 2,487 9,950 1,897 2018 1989 1220 La Venta Drive
Westlake Village, CA 8,000 2,553 15,851 397 2,553 16,248 3,532 2018 1975 1250 La Venta Drive
Winston-Salem, NC 2,006 6,542 1,490 2,006 8,032 2,063 2019 1998 2025 Frontis Plaza
Woodbridge, VA 346 16,617 346 16,617 2,478 2018 2012 12825 Minnieville Road
Wyandotte, MI 581 8,023 773 581 8,796 994 2020 2002 1700 Biddle Ave
Ypsilanti, MI 3,615 12,696 40 3,615 12,736 1,100 2021 1989 4918, 4936, 4940, 4972, and 4990 W. Clark Road
Yuma, AZ 1,592 9,589 827 1,592 10,416 2,152 2019 2004 2270 South Ridgeview Drive
Zephyrhills, FL 3,875 27,270 3,875 27,270 10,401 2011 1974 38135 Market Square Dr
Outpatient Medical Total $ 388,836 $ 762,068 $ 4,252,019 $ 2,413,016 $ 974,176 $ 6,452,927 $ 1,566,457

130


Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2022
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Buildings & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Buildings & Improvements Accumulated Depreciation Year Acquired Year Built Address
Assets Held For Sale:
Brookline, MA $ $ $ $ 3,799 $ $ 3,799 $ 2019 1900 125 Holland Road
Centreville, MD 600 14,602 10,539 2011 1978 205 Armstrong Avenue
Dundalk, MD 1,770 32,047 24,213 2011 1978 7232 German Hill Road
Fort Worth, TX 1,740 19,799 5,091 2016 2014 7001 Bryant Irvin Road
LaPlata, MD 700 19,068 13,891 2011 1984 One Magnolia Drive
Las Vegas, NV 2,945 2,945 2007 1900 SW corner of Deer Springs Way and Riley Street
Rexburg, ID 67 67 2018 1900 W. 7th Street
Santa Ana, CA 2,077 4,705 4,705 2021 1992 3730 South Greenville Street
Severna Park, MD 2,120 31,273 24,207 2011 1981 310 Genesis Way
Towson, MD 1,180 13,280 10 2011 1973 7700 York Road
Voorhees, NJ 1,900 26,040 20 2011 1985 3001 Evesham Road
Westfield, NJ 2,270 16,589 13,314 2011 1970 1515 Lamberts Mill Road
Assets Held For Sale Total $ $ 14,357 $ 177,403 $ 6,811 $ $ 133,058 $
131


Initial Cost to Company Gross Amount at Which Carried at Close of Period
Encumbrances Land & Land Improvements Buildings & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Buildings & Improvements Accumulated Depreciation
Summary:
Seniors Housing Operating $ 1,679,562 $ 2,110,584 $ 18,228,152 $ 3,775,526 $ 2,365,088 $ 21,749,174 $ 4,960,254
Triple-net 39,179 873,139 6,845,480 586,644 910,570 7,394,693 1,549,022
Outpatient Medical 388,836 762,068 4,252,019 2,413,016 974,176 6,452,927 1,566,457
Construction in progress 22,377 1,021,080 1,021,080
Total continuing operating properties 2,129,954 3,745,791 30,346,731 6,775,186 4,249,834 36,617,874 8,075,733
Assets held for sale 14,357 177,403 6,811 133,058
Total investments in real property owned $ 2,129,954 $ 3,760,148 $ 30,524,134 $ 6,781,997 $ 4,249,834 $ 36,750,932 $ 8,075,733
(1) Please see Note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.

Year Ended December 31,
2022 2021 2020
(in thousands)
Investment in real estate:
Beginning balance $ 37,605,747 $ 33,670,006 $ 36,027,915
Acquisitions and development 3,599,107 4,805,086 1,174,148
Improvements 476,017 282,834 242,147
Impairment of assets ( 17,502 ) ( 51,107 ) ( 135,608 )
Dispositions (1)
( 97,102 ) ( 1,063,990 ) ( 3,782,120 )
Foreign currency translation ( 565,501 ) ( 37,082 ) 143,524
Ending balance (2)
$ 41,000,766 $ 37,605,747 $ 33,670,006
Accumulated depreciation:
Beginning balance $ 6,910,114 $ 6,104,297 $ 5,715,459
Depreciation and amortization expenses 1,310,368 1,037,566 1,038,437
Amortization of above market leases 3,991 4,036 5,217
Disposition and other (1)
( 38,327 ) ( 234,397 ) ( 684,395 )
Foreign currency translation ( 110,413 ) ( 1,388 ) 29,579
Ending balance $ 8,075,733 $ 6,910,114 $ 6,104,297
(1) Includes property dispositions and dispositions of leasehold improvements which are generally fully depreciated. Additionally, during the year ended December 31, 2022, seven financing leases were classified as held for sale.
(2) The unaudited aggregate cost for tax purposes for real property equals $ 31,264,813,000 at December 31, 2022.

132


Welltower Inc.
Schedule IV - Mortgage Loans on Real Estate
December 31, 2022
(in thousands)
Location Segment Interest Rate Final Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgages relating to 1 property located in:
North Carolina Triple-net 8.44 % 2023 Interest only until maturity $ $ 32,783 $ 32,278 $
First mortgages relating to multiple properties located in:
United Kingdom Triple-net 12.00 % 2026 Interest until maturity; Interest paid-in-kind until maturity 624,500 597,198
First mortgages less than three percent of total:
United States - 9 Various
7 % - 17 %
2022 - 2026 N/A N/A N/A 68,430 5,815
Totals $ $ 657,283 $ 697,906 $ 5,815
Year Ended December 31,
2022 2021 2020
Reconciliation of mortgage loans: (in thousands)
Balance at beginning of year $ 877,102 $ 293,752 $ 145,686
Additions:
Advances on loans receivable 33,555 843,249 214,349
Interest added 49,932 11,815
Total additions 83,487 855,064 214,349
Deductions:
Receipts on loans receivable ( 181,040 ) ( 214,132 ) ( 17,019 )
Loan balance transferred to non-real estate loans receivable ( 9,142 ) ( 53,071 )
Change in allowance for credit losses and charge-offs 2,894 ( 6,984 ) ( 5,645 )
Other ( 29,619 ) ( 329 )
Total deductions ( 178,146 ) ( 259,877 ) ( 76,064 )
Change in balance due to foreign currency translation ( 84,537 ) ( 11,837 ) 9,781
Balance at end of year $ 697,906 $ 877,102 $ 293,752

133
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

Agreement and Plan of Merger, dated as of April 25, 2018, by and among the Company, Potomac Acquisition LLC, Quality Care Properties, Inc. and certain subsidiaries of Quality Care Properties, Inc. (filed with the Commission as Exhibit 2.1 to the Companys Form 8-K filed April 26, 2018 (File No. 001-08923), and incorporated herein by reference thereto).Agreement and Plan of Merger, dated March 7, 2022, by and among Welltower Inc., WELL Merger Holdco Inc. and WELL Merger Holdco Sub Inc. (filed with the Commission as Exhibit 2.1 to the Company's Form 8-K filed March 7, 2022 (File No. 001-08923) and incorporated herein by reference thereto).3.1(d) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.9 to the Companys Form 10-Q filed August 9, 2007 (File No. 001-08923), and incorporated herein by reference thereto).3.1(e)Certificate of Change of Location of Registered Office and of Registered Agent of the Company (filed with the Commission as Exhibit 3.1 to the Companys Form 10-Q filed August 6, 2010 (File No. 001-08923), and incorporated herein by reference thereto).3.1(f)Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 to the Companys Form 8-K filed March 7, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(g) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Companys Form 8-K filed May 10, 2011 (File No. 001-08923), and incorporated herein by reference thereto).3.1(h) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Companys Form 8-K filed May 6, 2014 (File No. 001-08923), and incorporated herein by reference thereto).3.1(i)Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Companys Form 8-K filed September 30, 2015 (File No. 001-08923), and incorporated herein by reference thereto).Amended and Restated Certificate of Incorporation of Welltower Inc. (filed with the Commission as Exhibit 3.1 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).Limited Liability Company Agreement of Welltower OP LLC, dated as of May 24, 2022 (filed with the Commission as Exhibit 3.2 to the Company's Form 8-K filed May 25, 2022 (File No. 001-08923), and incorporated herein by reference thereto).Seventh Amended and Restated By-laws of the Company (filed with the Commission as Exhibit 3.1 to the Companys Form 8-K filed May 6, 2019 (File No. 001-08923), and incorporated herein by reference thereto).Amended and Restated Bylaws of Welltower Inc. (filed withthe Commission as Exhibit 3.2 to the Form 8-K12B filed on April 1, 2022 (File No. 001-08923)andincorporatedherein by reference thereto).Certificate of Merger (filed with the Commission as Exhibit 3.3 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).4.1(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Companys Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.1(b) Supplemental Indenture No. 1, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.1(c)Amendment No.1 to Supplemental Indenture No.1, dated as of June18, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit4.3 to the Companys Form8-K filed June18, 2010 (File No. 001-08923), and incorporated herein by reference thereto).4.1(d) Supplemental Indenture No.5, dated as of March14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit4.2 to the Companys Form8-K filed March14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).4.1(e)Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed December 11, 2012 (File No. 001-08923), and incorporated herein by reference thereto).4.1(f) Supplemental Indenture No. 8, dated as of October 7, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by reference thereto).4.1(g)Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).4.1(h)Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed November 25, 2014 (File No. 001-08923), and incorporated herein by reference thereto).4.1(i) Supplemental Indenture No. 11, dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed May 27, 2015 (File No. 001-08923), and incorporated herein by reference thereto).4.1(j)Amendment No. 1 to Supplemental Indenture No. 11, dated as of October 19, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Companys Form 8-K filed October 20, 2015 (File No. 001-08923), and incorporated herein by reference thereto).4.1(k) Supplemental Indenture No. 12, dated as of March 1, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed March 3, 2016 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 13, dated as of April 10, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Companys Form 8-K filed April 10, 2018 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 14, dated as of August 16, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Companys Form 8-K filed August 16, 2018 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 15, dated as of February 15, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed February 15, 2019 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 16, dated as of August 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company's Form 8-K filed August 19, 2019 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 17, dated as of December 16, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed December 16, 2019 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 18, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed June 30, 2020 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 19, dated as of March 25, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on March 25, 2021 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 20, dated as of June 28, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on June 28, 2021 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 21, dated as of November 19, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company's Form 8-K filed on November 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 22, dated as ofMarch 31, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A.(filed with the Commission as Exhibit4.2 to the Company's Form 8-K filed on March 31, 2022(File No. 001-08923), and incorporated herein by reference thereto).Supplemental Indenture No. 23, dated as of April 1, 2022, among Welltower OP LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the SEC as Exhibit 4.1 to Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated by reference thereto).Form of Indenture for Senior Subordinated Debt Securities, among Welltower Inc., as issuer, Welltower OP LLC, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.2 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).Form of Indenture for Junior Subordinated Debt Securities, among Welltower Inc., as issuer, Welltower OP LLC, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.3 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).Form of Indenture for Senior Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.5 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).Form of Indenture for Senior Subordinated Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.6 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).Form of Indenture for Junior Subordinated Debt Securities, among Welltower OP LLC, as issuer, Welltower Inc., as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (filed with the Commission as Exhibit 4.7 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).4.7(a)Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNYTrust Company of Canada (filed with the Commission as Exhibit 4.5(a) to the Companys Form 10-Kfiled February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).Second Supplemental Indenture, dated as of December 20, 2019, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.4(c) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).Description of Securities of the Registrant (filed with the Commission as Exhibit 4.5 to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).Credit Agreement dated as of July 19, 2018 by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners (filed with the Commission as Exhibit 10.1 to the Companys Form 8-K filed July 24, 2018 (File No. 001-08923), and incorporated herein by reference thereto).First Amendment, dated April 26, 2019, to the Credit Agreement, dated as of July 19, 2018, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners (filed with the Commission as Exhibit 10.1 to the Companys Form 10-Q filed April 30, 2019 (File No. 001-08923), and incorporated herein by reference thereto).Credit Agreement, dated as of June 4, 2021, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent and L/C issuer; BofA Securities, Inc. and JPMorgan Chase Bank, N.A., as joint book runners; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Wells Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Wells Fargo Bank, N.A., MUFG Bank, Ltd., Barclays Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Capital One, National Association, Citizens Bank, N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, TD Bank, NA, Truist Bank and Bank of Montreal, as co-senior managing agents and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent. (filed with the Commission as Exhibit 10.1 to the Companys 8-K filed June 8, 2021 (File No. 001-08923), and incorporated herein by reference thereto).Consent and Amendment No. 1 to Credit Agreement, dated April 1, 2022, by and among Welltower Inc., Welltower OP Inc., the lenders and other financial institutions listed therein and KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).Amendment No. 2 to Credit Agreement, dated June 15, 2022, by and among Welltower Inc., Welltower OP LLC, the lenders and other financial institutionslisted therein and KeyBank National Association, as administrative agent (filed with theCommissionas Exhibit10.1 to the Company'sForm 8-K filed June 16, 2022 (File No. 001-08923) and incorporated by reference herein).Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 to the Companys Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*Summary of Director Compensation.*Welltower Inc. 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Companys Form 8-K filed May 10, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Restricted Stock Grant Notice for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(b) to the Companys Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Restricted Stock Grant Notice for Senior Vice Presidents under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(c) to the Companys Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(d) to the Companys Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*Form of 2021 Special Stock Option Award Agreement for Executive Officers under the 2016 Long-Term Incentive Plan.*Welltower Inc. 2018-2020 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(a) to the Companys Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Restricted Stock Unit Award Agreement under the 2018-2020 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(b) to the Companys Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*10.6(a) Welltower Inc. 2019-2021 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(a) to the Company's Form 10-K filed February 25, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*10.6(b) Form of Restricted Stock Unit Award Agreement under the 2019-2021 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(b) to the Company's Form 10-K filed February 25, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*Welltower Inc. 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(a) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Restricted Stock Unit Award Agreement under the 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(b) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*Executive Employment Agreement, dated May 19, 2021, between Welltower Inc. and Shankh Mitra (filed with the Commission as Exhibit 99.1 to the Company's Form 8-K filed May 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*Employment Offer Letter, dated May 20, 2021, between Welltower Inc. and John F. Burkart (filed with the Commission as Exhibit 10.3 to the Company's Form 10-Q filed July 30, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*Welltower Inc. Nonqualified Deferred Compensation Plan Amended and Restated Effective January 1, 2022 (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed November 5, 2021 (File No. 001-08923), and incorporated herein by reference thereto).Second Amended and Restated Equity Distribution Agreement, dated as of April 4, 2022, among Welltower Inc., Welltower OP LLC, the sales agents and the related forward purchasers (filed with the Commission as Exhibit 1.1 to the Company's Form 8-K filed April 4, 2022 (File No. 001-08923), and incorporated herein by reference thereto).Form of Master Forward Sale Confirmation (filed with the Commission as Exhibit 1.2 to the Company's Form 8-K filed May 4, 2021 (File No. 001-08923) and incorporated herein by reference thereto).Welltower Inc. 2021-2023 Long-Term Incentive Program(filed with theCommission as Exhibit 10.17(a) to the Company'sForm 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Long-Term Incentive Program Award Agreement under the 2021-2023 Long-Term Incentive Program(filed with the Commission as Exhibit 10.17(b) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*Welltower Inc. 2022-2024 Long-Term Incentive Program(filed with the Commission as Exhibit10.18(a) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Long-Term Incentive Program Award Agreement under the 2022-2024 Long-Term Incentive Program(filed with the Commission as Exhibit 10.18(b) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923),and incorporated herein by reference thereto).*2022 Outperformance Program(filed with the Commission as Exhibit 10.19(a) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*Form of Outperformance Program Award Agreement under the 2022 Outperformance Program(filed with the Commission as Exhibit 10.19(b) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*Welltower Inc. 2022 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.2 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*10.16(b) Form of Welltower Inc. 2022 Long-Term Incentive Plan Other Stock Unit Award Agreement.*Welltower Inc. 2022 Employee Stock Purchase Plan (filed with the Commission as Exhibit 10.3 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*10.17(a)Welltower OP LLC Profits Interests Plan.*10.17(b)Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award).*10.17(c)Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement (LTIP Exchange Equity Award).*10.17(d) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit ReplacementEquity Award).*10.17(e)Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option UnitReplacementEquity Award for 2021 Special Stock Option Grant).*10.17(f)Form of Welltower OP LLC Profits Interests Plan Outperformance LTIP Unit Agreement (Outperformance Exchange Equity Award).*10.17(g)Form of WelltowerOP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (Non-EmployeeDirectors).*10.17(h)Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement.*Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (Non-Employee Directors).*10.17(j)Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement.*10.17(k)Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement.*Form of Accrued Dividend Cash Award Agreement.*Form of Welltower Inc. RSU Grant Agreement (Non-Employee Directors).*Form of Welltower OP LLCProfits Interest Plan Vested Deferred LTIP Unit Agreement (Non-Employee Director).*Subsidiaries of the Company.Consent of Ernst & Young LLP, independent registered public accounting firm.Powers of Attorney.Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.