Welltower (WELL) 10-K risk factor changes: FY2021 vs FY2020

- the ability of operators [added: and tenants] to make payments to us;

- any failure, inability or unwillingness by ProMedica Health System [removed: and Genesis Healthcare] to satisfy obligations under their agreements with us;

These factors include the duration and severity of the [removed: outbreak; availability and timely delivery] [added: outbreak, including the impact of new variants; the continued deployment of vaccines] and [added: boosters; the] effectiveness of [removed: vaccines;] [added: vaccines and boosters over time and against new variants;] public health measures, such as business closures and stay-at-home orders, and other actions taken by governments, businesses and individuals in response to the pandemic; the availability of federal, state, local or non-U.S. funding programs; general economic disruption and uncertainty in key markets and financial market volatility; and the impact of the COVID-19 pandemic on general macroeconomic conditions and the pace of recovery when the pandemic subsides.

Our Seniors Housing Operating portfolio has experienced a decline in spot occupancy from 85.8% at February 29, 2020 to 76.2% at December 31, 2020 and [removed: 74.4%] [added: 77.7%] at [removed: February 5,] [added: December 31,] 2021.

Although the ongoing impact of the [removed: pandemic] [added: pandemic, including new variants,] and vaccine [added: and booster] deployment on occupancy remain uncertain, occupancy of our Seniors Housing Operating and Triple-net properties could further [removed: decrease.][added: decrease, including as a result of new variants or decreases in vaccine effectiveness over time.]

[removed: In addition,] although we collected [removed: over 98% of] [added: virtually all] rent due in the fourth quarter of [removed: 2020,] [added: 2021,] rental income in our Outpatient Medical segment may decrease if our tenants do not renew leases or do not make timely or full lease payments as a result of [removed: temporary] medical practice closures or decreases in revenue due to government imposed restrictions on elective medical procedures or decisions by patients to delay treatments.

- *Risks Related to Operator and Tenant Financial Condition:* In addition to decreased revenue from tenant and operator payments, the impact of the COVID-19 pandemic creates a heightened risk of tenant, operator, borrower, manager or other obligor bankruptcy or insolvency due to factors such as [added: prolonged] decreased occupancy, medical practice disruptions resulting from stay-at-home orders, increased health and safety and labor expenses or litigation resulting from developments related to the COVID-19 pandemic.

See" - *The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition"* for more information [removed: regarding] [added: Our ability to terminate our lease with a tenant or management agreement with an] operator [added: or manager,] and [added: relet the property to another] tenant [removed: bankruptcy risks.][added: or transition to a new operator or manager may be severely limited under current conditions due to the industry and macroeconomic effects of the COVID-19 pandemic and local ordinances.]

If we cannot transition a leased property to a new [removed: tenant] [added: tenant, operator or manager] due to the effects of the COVID-19 pandemic or for other reasons, we may take possession of that property, which may expose us to certain successor liabilities.

Publicity about [removed: the] [added: an] operator's financial condition and insolvency proceedings, particularly in light of ongoing publicity related to the COVID-19 pandemic, may also negatively impact their and our reputations, decreasing customer demand and revenues.

- *Risks Related to Operations:* Across all of our properties, we and our operators [added: and tenants] have incurred increased operational costs as a result of the introduction of public health measures and other regulations affecting our properties and [removed: our] operations, as well as additional health and safety measures adopted by us and our operators [added: and tenants] related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to [removed: our] efforts to procure PPE and [removed: supplies on behalf of our operators.][added: supplies.]

[removed: Operators] [added: In addition, operators] and tenants are [removed: also] subject to risks arising from the unique pressures on seniors housing and medical practice employees during [added: the COVID-19 pandemic including labor shortages resulting from macroeconomic trends.]

Although we continue to undertake extensive efforts to ensure the safety of our [removed: properties,] employees and residents and to provide operator [added: and tenant] support in this regard, the impact of the COVID-19 pandemic on our facilities could result in additional operational costs and reputational and litigation risk to us and our [removed: operators.][added: operators and tenants.]

In addition, to varying degrees during the course of the [removed: pandemic] [added: pandemic,] we have experienced increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures and restrictions on the movement of people.

In response to stay-at-home orders and to support the health and well-being of our employees, [removed: the large majority] [added: many] of our employees are currently working [removed: remotely.][added: remote or hybrid schedules.]

In addition, a prolonged period of decreased revenue [removed: and limited acquisition and disposition activity] may adversely affect our financial condition and long-term growth prospects and there can also be no assurance that we will not face credit rating downgrades.

[removed: All distributions are made at the discretion of] our [removed: 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 [removed: agreements,] [added: 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.

[removed: While we have received some funds to date,] [added: However,] there can be no [removed: assurance] [added: assurances] that all of our applications will be approved or that additional funds will ultimately be received in full or in part.

As a result, we cannot assure you that we will achieve the economic benefit we expect from acquisitions, investment, development and redevelopment [removed: opportunities.][added: opportunities and may lead to impairment of such assets.]

Any one or a combination of these factors may adversely affect our revenue and [removed: operations.][added: operations and could eventually lead to impairment of our properties.]

Decreases in our operators’ [added: or tenants'] revenues or increases in our operators’ [removed: expenses] [added: or tenants' expenses, including as a result of increased labor costs,] could affect [removed: our operators’] [added: their] ability to make payments to us

We have very limited control over the success or failure of our operators' [added: or tenants'] businesses and, at any time, an operator [added: or tenant] may experience a downturn in [removed: its] [added: their] business that weakens [removed: its] [added: their] financial condition.

Our operators’ [added: and tenants'] revenues are primarily driven by occupancy, private pay rates, and Medicare and Medicaid reimbursement, if applicable.

[added: Expenses are] primarily driven by the costs of labor, [added: supplies,] food, utilities, taxes, insurance and rent or debt service.

Operating costs continue to increase for our [removed: operators.][added: operators and tenants.]

To the extent that any decrease in revenues and/or any increase in operating expenses result in [removed: a property] [added: an operator or tenant] not generating enough cash to make payments to us, the credit of our operator [added: or tenant] and the value of other collateral would have to be relied upon.

These risks are magnified where we lease multiple properties to a single operator [added: or tenant] under a master lease, as [removed: an operator] [added: a] failure or default under a master lease would expose us to these risks across multiple properties.

Our operators and managers are expected to encounter increased competition in the future that could limit their ability to attract residents [added: and employees] or expand their businesses.

[added: We compete for real estate investments with a broad variety of potential investors, including] other health care REITs, real estate partnerships, health care providers, health care lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do.

As of December 31, [removed: 2020,] [added: 2021,] Sunrise managed [removed: 165] [added: 110] of our Seniors Housing Operating properties.

[removed: Although we have various rights as the property owner under] [added: 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.

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 [removed: could adversely affect the income we receive from our Seniors Housing Operating properties and have a material adverse effect on us.]

We depend on ProMedica Health System ("ProMedica") [removed: and Genesis Healthcare (“Genesis”)] for a significant portion of our revenues and any failure, inability or unwillingness by them to satisfy obligations under their agreements with us could adversely affect us

[removed: The properties we lease to ProMedica and Genesis account for a significant portion of our revenues, and because these leases are triple-net leases, we also] [added: We] depend on ProMedica [removed: and Genesis] to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties.

We cannot assure you that ProMedica [removed: and Genesis] will have sufficient assets, income and access to financing to enable them to make rental payments to us or to otherwise satisfy their respective obligations under our leases, and any failure, inability or unwillingness by ProMedica [removed: and Genesis] to do so could have an adverse effect on our business, results of operations and financial condition.

ProMedica [removed: and Genesis] have also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and we cannot assure you that ProMedica [removed: and Genesis] will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations.

[removed: ProMedica and Genesis's] [added: ProMedica's] failure to effectively conduct their operations or to maintain and improve our properties could adversely affect their business reputations and their ability to attract and retain patients and residents in our properties, which, in turn, could adversely affect our business, results of operations and financial condition.

We have operations in the U.K. and Canada which represent [removed: 9.8%] [added: 11.7%] and [removed: 9.4%] [added: 8.9%] of total Welltower revenues, respectively.

As of December 31, [removed: 2020,] [added: 2021,] Revera managed [removed: 94] [added: 85] of our Seniors Housing Operating properties in Canada, representing a significant portion of our revenues, and also owned a controlling interest in Sunrise.

[added: 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, but not limited to, [removed: the macroeconomic and regulatory effects of Brexit, including impacts on the U.K. real estate market;] 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 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.

- our reliance on data and technology systems and the increasing risks of cybersecurity incidents; and

In addition,

Additionally, COVID-19 claims have been excluded from insurance policies resulting in uninsured claims, and there has been an increase of COVID-19 class action lawsuits filed that may result in unfavorable verdicts.

During the years ended December 31, 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.

For the years ended December 31, 2021 and 2020 we recognized $102,575,000 and $34,941,000, respectively, of government grant income.

We have completed applications for grant income under Phase 4 of the Provider Relief Fund and expect to receive additional funding during 2022.

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.

In particular, our operators' and tenants' businesses are vulnerable to increases in labor costs resulting from shortages of medical and non-medical staff.

A number of factors may adversely affect the labor force available to our operators and tenants or labor costs, including increased industry competition, high employment levels, federal unemployment subsidies, including unemployment benefits offered in response to the COVID-19 pandemic, increased wages offered by other employers, including in other economic sectors, vaccine mandates and other government regulations.

During the COVID-19 pandemic, in many geographic areas the lack of availability 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.

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.

could adversely affect the income we receive from our Seniors Housing Operating properties and have a material adverse effect on us.

As of December 31, 2021, we lease 205 properties to ProMedica under triple-net leases, which account for a significant portion of our revenues.

Additionally, the COVID-19 pandemic may subject our international business and that of our operators and tenants to different or greater risks than those faced in the U.S. These factors may include the duration and severity of the outbreak in a particular country due to the impact of new variants, the distribution of vaccines and boosters, or public health measures or other actions taken by governments, businesses and individuals in response to the pandemic.

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.

more than 75% of the states have expanded Medicaid coverage.

While there have been multiple attempts to repeal or amend the Health Reform Laws through legislative action and legal challenges, legislative attempts to completely repeal the Health Reform Laws have been unsuccessful to date, and on June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the Health Reform Laws brought by several states without specifically ruling on the constitutionality of the Health Reform Laws.

Further impact that the Biden Administration or U.S. Congress may have on health reform (including through new legislative, executive order, 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.

similar approval from a state agency.

Employment related class action lawsuits have increased in recent years, including but not limited to 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.

We invest in various development and redevelopment projects.

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 could 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.

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, we 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.

Additionally, the time frame required for development,

designed not to be detected and, in fact, may not be detected.

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.

but not limited to the State of California), and non- U.S. laws, such as the 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.

- the impact of Brexit on our operations located in the U.K.;

- cybersecurity incidents; and

In addition to the impact of increases in mortality rates on occupancy of our Seniors Housing Operating facilities, the ongoing COVID-19 pandemic has, to varying degrees during the course of the pandemic, prevented prospective occupants and their families from visiting our facilities and limited the ability of new occupants to move into our facilities due to heightened move-in criteria and screening.

Our ability to terminate our lease with a tenant and relet the property to another tenant may be severely limited under current conditions due to the industry and macroeconomic effects of the COVID-19 pandemic and local ordinances.

the COVID-19 pandemic.

- *Risks Related to Property Acquisitions and Dispositions:* As a result of uncertainty regarding the length and severity of the COVID-19 pandemic and the impact of the pandemic on our business and related industries, our investments in and acquisitions of seniors housing and health care properties, as well as our ability to transition or sell properties with profitable results, may be limited.

Such disruptions to acquisition, disposition and development activity may negatively impact our long-term competitive position.

- *Risks Related to Dividends:* The impacts of the COVID-19 pandemic on our results of operations, liquidity and financial condition could adversely affect our ability to pay dividend distributions at expected levels or at all.

Our Board of Directors will continue to assess our dividend rate on an ongoing basis, as the COVID-19 pandemic and related market conditions and our financial position continue to evolve.

Our Board of Directors declared a cash dividend for the quarter ended December 31, 2020 of $0.61 per share, consistent with the cash dividends for the quarters ended September 30, June 30 and March 31, 2020, representing a 30% decrease from the $0.87 per share dividend for the quarter ended December 31, 2019.

In 2020 applications were made for amounts under Phase 2 and Phase 3 of the Provider Relief Fund following the announcement from the Department of Health and Human Services that it expanded the eligibility of the CARES Act to include assisted living facilities.

During the fourth quarter, we received Provider Relief Funds of approximately $9 million which was recognized as a reduction to property operating expenses.

To date in 2021, we have received approximately $34 million of

Provider Relief Funds.

Expenses for these facilities are

We compete for real estate investments with a broad variety of potential investors, including

See Note 9 to our consolidated financial statements for additional information.

Additionally, we have made loans to Genesis and their operational or other failures could adversely impact their ability to repay these loans when due.

During 2020, Genesis indicated substantial doubt as to their ability to continue as a going concern.

Effective July 1, 2020, we revised our method of revenue recognition to a cash-basis accounting method from a straight-line accounting method and wrote off existing straight-line rent receivable balances of $91,025,000.

In addition, during 2020 we recognized $80,873,000 of provision for loan losses with respect to our Genesis loan portfolio.

As of December 31, 2020, Genesis is current on all obligations to us.

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

If we are unable to successfully manage the risks associated with international expansion and operations, our results of operations and financial condition may be adversely affected.

The business and financial results of our operations located in the U.K. may be negatively impacted as a result of Brexit

The future relationship between the U.K. and the EU, as well as the legal and economic consequences of those terms remain unclear, including with respect to the post-Brexit regulatory environment in the U.K. It is possible that the level of health care and other economic activity in the U.K. will be adversely impacted by the U.K.'s withdrawal from the EU in 2020 (commonly referred to as "Brexit") and that we will face increased regulatory and legal complexities which could have an adverse impact on the financial condition and results of operations of our properties in the U.K.

Moreover, the value of the British Pound Sterling incurred significant fluctuations.

If the value of the British Pound Sterling continues to incur similar fluctuations, unfavorable exchange rate changes may negatively affect the value of our operations located in the U.K., as translated to our reporting currency, the U.S. Dollar, in accordance with U.S. GAAP, which may impact the revenue and earnings we report.

Continued fluctuations in the British Pound Sterling may also result in the imposition of price adjustments by E.U.-based suppliers to our U.K. operations, as those suppliers seek to compensate for the changes in value of the British Pound Sterling as compared to the European Euro.

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.

For example, the U.S. Supreme Court heard oral argument in a case seeking to invalidate the Affordable Care Act on November 10, 2020, with a decision expected to be issued in 2021.

Additionally, while the Trump Administration and prior U.S. Congresses have sought to modify, repeal, or otherwise invalidate all, or certain provisions of, the Health Reform Laws, including Medicaid expansion, there is uncertainty with respect to the impact the Biden Administration and the new U.S. Congress may have upon the Health Reform Laws.

Efforts to

construction costs, adverse changes in expected rents or expenses, adverse environmental findings, or conditions to zoning approval, which would result in additional expenses beyond those originally expected.

Additionally, we may acquire new properties that are not fully leased, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property.

interest in them.

We must continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption.

At this time, no consensus exists as to which reference rate or rates or benchmarks may become acceptable alternatives to LIBOR.

These reforms may cause LIBOR to perform differently than in the past and LIBOR may ultimately cease to exist after 2021.

| | | | | | | December 31, [removed: 2020 | | | | | | December 31, 2019 | | | | | | $] [added: 2021] | | | | | | [removed: %] | | | | | | December 31, 2020 | | | | | | [removed: December 31, 2019] | | | | | | [removed: $] [added: December 31, 2019] | | | | | | [removed: %] | | |

(1) Relates to [removed: 514] [added: 554] properties for the QTD Pool and [removed: 399] [added: 547] properties for the YTD Pool.

The following is a summary of our results of operations for the [removed: Seniors Housing Operating segment] [added: Non-Segment/Corporate activities] for the [removed: years] [added: periods] presented (dollars in thousands):

| | | | | | | | | | [removed: | | | 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | $ | | | | | | % | | | | | | [removed: 2018] [added: 2019] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| [removed: Other expenses: | | | | | | | | | | | |] [added: Other(4)] | | | | | | [added: (2)] | | | | | | [added: (2)] | | | | | | [added: —] | | | | | | [added: (4)] | | | | | | [added: (2)] | | | | | | [added: (2)] | | | | | | [added: —] | | | | | | [added: (4)] | | |

| [removed: | | | | | |] Provision for loan [removed: losses | | | | | | 671 | | | | | | — | | | | | | 671 | | | | | | n/a | | | | | | — | | | | | | —] [added: losses, net] | | | | | | [removed: n/a] [added: 7,270] | | | | | | [removed: 671] [added: 94,436] | | | | | | [removed: n/a] [added: 18,690] | | |

During the year ended December 31, [removed: 2020,] [added: 2021,] we recorded impairment charges of [removed: $100,741,000] [added: $26,579,000] related to [removed: 15] [added: four] held for sale or sold properties and [removed: six] [added: two] held for use properties.

During the year ended December 31, [removed: 2019,] [added: 2021,] we [removed: recorded] [added: recognized an] impairment [removed: charges] [added: charge] of [removed: $2,145,000] [added: $2,211,000] related to [removed: four] [added: one] held for [removed: use properties.][added: sale property.]

Transaction costs related to asset acquisitions are capitalized as a component of [removed: the] purchase price.

The fluctuation in other expenses is primarily due to [removed: the timing of] noncapitalizable transaction costs [removed: associated with] [added: from] acquisitions and [removed: operator] [added: segment] transitions.

During the year ended December 31, [removed: 2020,] [added: 2021,] we completed three [removed: Seniors Housing Operating] [added: Outpatient Medical] construction projects representing [removed: $93,188,000] [added: $125,179,000] or [removed: $300,606] [added: $605] per [removed: unit.][added: square foot.]

The following is a summary of our consolidated [removed: Seniors Housing Operating] [added: Triple-net] construction projects, excluding expansions, pending as of December 31, [removed: 2020] [added: 2021] (dollars in thousands):

| | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | | | | | | | December 31, [removed: 2018] [added: 2019] | | | | | | | | |

| Beginning balance | | | | | | $ | [removed: 2,115,037] [added: 1,706,189] | | | | | [removed: 3.54%] [added: 3.05%] | | | | | | $ | [removed: 1,810,587] [added: 2,115,037] | | | | | [removed: 3.87%] [added: 3.54%] | | | | | | $ | [removed: 1,988,700] [added: 1,810,587] | | | | | [removed: 3.66%] [added: 3.87%] | | |

| Debt issued | | | | | | [removed: 62,055] [added: 23,569] | | | | | | [removed: 2.55%] [added: 2.83%] | | | | | | [removed: 343,696] [added: 62,055] | | | | | | [removed: 3.11%] [added: 2.55%] | | | | | | [removed: 45,447] [added: 343,696] | | | | | | [removed: 3.40%] [added: 3.11%] | | |

| Debt assumed | | | | | | — | | | | | | —% | | | | | | [removed: 183,061] [added: —] | | | | | | [removed: 4.58%] [added: —%] | | | | | | [removed: 121,612] [added: 183,061] | | | | | | [removed: 5.55%] [added: 4.58%] | | |

| Debt extinguished | | | | | | [removed: (441,208)] [added: (77,959)] | | | | | | [removed: 2.18%] [added: 6.14%] | | | | | | [removed: (219,864)] [added: (441,208)] | | | | | | [removed: 4.28%] [added: 2.18%] | | | | | | [removed: (240,095)] [added: (219,864)] | | | | | | [removed: 4.83%] [added: 4.28%] | | |

| Debt transferred out | | | | | | — | | | | | | —% | | | | | | [removed: (12,072)] [added: —] | | | | | | [removed: 3.89%] [added: —%] | | | | | | [removed: —] [added: (12,072)] | | | | | | [removed: —%] [added: 3.89%] | | |

| Principal payments | | | | | | [removed: (48,498)] [added: (50,603)] | | | | | | [removed: 3.30%] [added: 3.03%] | | | | | | [removed: (43,997)] [added: (48,498)] | | | | | | [removed: 3.45%] [added: 3.30%] | | | | | | [removed: (47,886)] [added: (43,997)] | | | | | | [removed: 3.59%] [added: 3.45%] | | |

| Foreign currency | | | | | | [removed: 18,803] [added: (1,674)] | | | | | | [removed: 2.93%] [added: 2.67%] | | | | | | [removed: 53,626] [added: 18,803] | | | | | | [removed: 3.33%] [added: 2.93%] | | | | | | [removed: (93,021)] [added: 53,626] | | | | | | [removed: 3.31%] [added: 3.33%] | | |

| Ending balance | | | | | | $ | [removed: 1,706,189] [added: 1,599,522] | | | | | [removed: 3.05%] [added: 2.81%] | | | | | | $ | [removed: 2,115,037] [added: 1,706,189] | | | | | [removed: 3.54%] [added: 3.05%] | | | | | | $ | [removed: 1,810,587] [added: 2,115,037] | | | | | [removed: 3.87%] [added: 3.54%] | | |

| Monthly averages | | | | | | $ | [removed: 1,875,910] [added: 1,649,485] | | | | | [removed: 3.19%] [added: 2.88%] | | | | | | $ | [removed: 1,966,892] [added: 1,875,910] | | | | | [removed: 3.70%] [added: 3.19%] | | | | | | $ | [removed: 1,915,663] [added: 1,966,892] | | | | | [removed: 3.74%] [added: 3.70%] | | |

(1) Relates to [removed: 632] [added: 350] properties for the QTD Pool and [removed: 608] [added: 331] properties for the YTD Pool.

| | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | $ | | | | | | % | | | | | | [removed: 2018] [added: 2019] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| | | | Rental income | | | | | | $ | [removed: 733,776] [added: 761,441] | | | | | $ | [removed: 903,798] [added: 733,776] | | | | | $ | [removed: (170,022)] [added: 27,665] | | | | | [removed: \-19] [added: 4] | | % | | | | $ | [removed: 828,865] [added: 903,798] | | | | | $ | [removed: 74,933] [added: (170,022)] | | | | | [removed: 9] [added: \-19] | | % | | | | $ | [removed: (95,089)] [added: (142,357)] | | | | | [removed: \-11] [added: \-16] | | % |

| | | | Other income | | | | | | [removed: 4,903] [added: 4,603] | | | | | | [removed: 6,246] [added: 4,903] | | | | | | [removed: (1,343)] [added: (300)] | | | | | | [removed: \-22] [added: \-6] | | % | | | | [removed: 17,173] [added: 6,246] | | | | | | [removed: (10,927)] [added: (1,343)] | | | | | | [removed: \-64] [added: \-22] | | % | | | | [removed: (12,270)] [added: (1,643)] | | | | | | [removed: \-71] [added: \-26] | | % |

| | | | Total revenues | | | | | | [removed: 801,304] [added: 890,584] | | | | | | [removed: 972,643] [added: 801,304] | | | | | | [removed: (171,339)] [added: 89,280] | | | | | | [removed: \-18] [added: 11] | | % | | | | [removed: 900,964] [added: 972,643] | | | | | | [removed: 71,679] [added: (171,339)] | | | | | | [removed: 8] [added: \-18] | | % | | | | [removed: (99,660)] [added: (82,059)] | | | | | | [removed: \-11] [added: \-8] | | % |

| | | | Property operating expenses | | | | | | [removed: 53,183] [added: 49,462] | | | | | | [removed: 53,900] [added: 53,183] | | | | | | [removed: (717)] [added: (3,721)] | | | | | | [removed: \-1] [added: \-7] | | % | | | | [removed: 915] [added: 53,900] | | | | | | [removed: 52,985] [added: (717)] | | | | | | [removed: 5,791] [added: \-1] | | [added: %] | | | | [removed: 52,268] [added: (4,438)] | | | | | | [removed: 5,712] [added: \-8] | | [added: %] |

| | | | NOI(1) | | | | | | [removed: 748,121] [added: 841,122] | | | | | | [removed: 918,743] [added: 748,121] | | | | | | [removed: (170,622)] [added: 93,001] | | | | | | [removed: \-19] [added: 12] | | % | | | | [removed: 900,049] [added: 918,743] | | | | | | [removed: 18,694] [added: (170,622)] | | | | | | [removed: 2] [added: \-19] | | % | | | | [removed: (151,928)] [added: (77,621)] | | | | | | [removed: \-17] [added: \-8] | | % |

| | | | Depreciation and amortization | | | | | | [removed: 232,604] [added: 220,699] | | | | | | [removed: 232,626] [added: 232,604] | | | | | | [removed: (22)] [added: (11,905)] | | | | | | [removed: —] [added: \-5] | | % | | | | [removed: 235,480] [added: 232,626] | | | | | | [removed: (2,854)] [added: (22)] | | | | | | [removed: \-1] [added: —] | | % | | | | [removed: (2,876)] [added: (11,927)] | | | | | | [removed: \-1] [added: \-5] | | % |

| | | | Interest expense | | | | | | [removed: 9,477] [added: 6,376] | | | | | | [removed: 12,892] [added: 9,477] | | | | | | [removed: (3,415)] [added: (3,101)] | | | | | | [removed: \-26] [added: \-33] | | % | | | | [removed: 14,225] [added: 12,892] | | | | | | [removed: (1,333)] [added: (3,415)] | | | | | | [removed: \-9] [added: \-26] | | % | | | | [removed: (4,748)] [added: (6,516)] | | | | | | [removed: \-33] [added: \-51] | | % |

| | | | Loss (gain) on derivatives and financial instruments, net | | | | | | [removed: 11,049] [added: (7,333)] | | | | | | [removed: (4,399)] [added: 11,049] | | | | | | [removed: 15,448] [added: (18,382)] | | | | | | [removed: 351] [added: \-166] | | % | | | | [removed: (4,016)] [added: (4,399)] | | | | | | [removed: (383)] [added: 15,448] | | | | | | [removed: \-10] [added: 351] | | % | | | | [removed: 15,065] [added: (2,934)] | | | | | | [removed: 375] [added: \-67] | | % |

| | | | Loss (gain) on extinguishment of debt, net | | | | | | [removed: —] [added: (4)] | | | | | | [removed: —] [added: 1,046] | | | | | | [removed: —] [added: (1,050)] | | | | | | [removed: n/a] [added: \-100] | | [added: %] | | | | [removed: (32)] [added: —] | | | | | | [removed: 32] [added: 1,046] | | | | | | [removed: 100] [added: n/a] | | [removed: %] | | | | [removed: 32] [added: (4)] | | | | | | [removed: 100] [added: n/a] | | [removed: %] |

| | | | Provision for loan [removed: losses] [added: losses, net] | | | | | | [removed: 90,563] [added: 10,339] | | | | | | [removed: 18,690] [added: 90,563] | | | | | | [removed: 71,873] [added: (80,224)] | | | | | | [removed: 385] [added: \-89] | | [added: %] | | | | [removed: —] [added: 18,690] | | | | | | [removed: 18,690] [added: 71,873] | | | | | | [removed: n/a] [added: 385] | | [added: %] | | | | [removed: 90,563] [added: (8,351)] | | | | | | [removed: n/a] [added: \-45] | | [added: %] |

| | | | Impairment of assets | | | | | | [removed: 34,867] [added: 26,579] | | | | | | [removed: 11,926] [added: 34,867] | | | | | | [removed: 22,941] [added: (8,288)] | | | | | | [removed: 192] [added: \-24] | | % | | | | [removed: 107,980] [added: 11,926] | | | | | | [removed: (96,054)] [added: 22,941] | | | | | | [removed: \-89] [added: 192] | | % | | | | [removed: (73,113)] [added: 14,653] | | | | | | [removed: \-68] [added: 123] | | % |

| | | | Other expenses | | | | | | [removed: 22,923] [added: 4,189] | | | | | | [removed: 13,771] [added: 22,923] | | | | | | [removed: 9,152] [added: (18,734)] | | | | | | [removed: 66] [added: \-82] | | % | | | | [removed: 90,975] [added: 13,771] | | | | | | [removed: (77,204)] [added: 9,152] | | | | | | [removed: \-85] [added: 66] | | % | | | | [removed: (68,052)] [added: (9,582)] | | | | | | [removed: \-75] [added: \-70] | | % |

| Income from continuing operations before income taxes and other items | | | | | | | | | [removed: 346,638] [added: 580,273] | | | | | | [removed: 633,237] [added: 346,638] | | | | | | [removed: (286,599)] [added: 233,635] | | | | | | [removed: \-45] [added: 67] | | % | | | | [removed: 455,437] [added: 633,237] | | | | | | [removed: 177,800] [added: (286,599)] | | | | | | [removed: 39] [added: \-45] | | % | | | | [removed: (108,799)] [added: (52,964)] | | | | | | [removed: \-24] [added: \-8] | | % |

| Income (loss) from unconsolidated entities | | | | | | | | | [removed: 18,462] [added: 20,687] | | | | | | [removed: 22,985] [added: 18,462] | | | | | | [removed: (4,523)] [added: 2,225] | | | | | | [removed: \-20] [added: 12] | | % | | | | [removed: 21,938] [added: 22,985] | | | | | | [removed: 1,047] [added: (4,523)] | | | | | | [removed: 5] [added: \-20] | | % | | | | [removed: (3,476)] [added: (2,298)] | | | | | | [removed: \-16] [added: \-10] | | % |

| Gain (loss) on real estate dispositions, net | | | | | | | | | [removed: 64,288] [added: 135,881] | | | | | | [removed: 218,322] [added: 64,288] | | | | | | [removed: (154,034)] [added: 71,593] | | | | | | [removed: \-71] [added: 111] | | % | | | | [removed: 196,589] [added: 218,322] | | | | | | [removed: 21,733] [added: (154,034)] | | | | | | [removed: 11] [added: \-71] | | % | | | | [removed: (132,301)] [added: (82,441)] | | | | | | [removed: \-67] [added: \-38] | | % |

| Income from continuing operations | | | | | | | | | [removed: 429,388] [added: 736,841] | | | | | | [removed: 874,544] [added: 429,388] | | | | | | [removed: (445,156)] [added: 307,453] | | | | | | [removed: \-51] [added: 72] | | % | | | | [removed: 673,964] [added: 874,544] | | | | | | [removed: 200,580] [added: (445,156)] | | | | | | [removed: 30] [added: \-51] | | % | | | | [removed: (244,576)] [added: (137,703)] | | | | | | [removed: \-36] [added: \-16] | | % |

The decrease compared to the year ended December 31, 2020 relates primarily to our partners' share of gains on real estate dispositions during that year.

| | | | | | | December 31, 2021 | | | | | | December 31, 2020 | | | | | | $ | | | | | | % | | | | | | December 31, 2021 | | | | | | December 31, 2020 | | | | | | $ | | | | | | % | | |

| SSNOI(1) | | | | | | $ | 148,507 | | | | | $ | 144,131 | | | | | $ | 4,376 | | | | | 3.0 | | % | | | | $ | 569,484 | | | | | $ | 570,796 | | | | | $ | (1,312) | | | | | \-0.2 | | % |

| | | | Interest income | | | | | | 124,540 | | | | | | 62,625 | | | | | | 61,915 | | | | | | 99 | | % | | | | 62,599 | | | | | | 26 | | | | | | — | | % | | | | 61,941 | | | | | | 99 | | % |

| | | | | | | | | | 260,849 | | | | | | 401,483 | | | | | | (140,634) | | | | | | \-35 | | % | | | | 285,506 | | | | | | 115,977 | | | | | | 41 | | % | | | | (24,657) | | | | | | \-9 | | % |

During the year ended December 31, 2021, we recorded reserves for previously recognized straight-line rent receivables of $49,241,000.

During the year ended December 31, 2021, we collected approximately 94% of rent due from operators under Triple-net lease agreements (primarily seniors housing and post-acute care facilities).

No significant deferrals or rent concessions have been made.

We evaluate leases individually and recognize rent on a cash basis if collectibility of substantially all contractual rent payments is not probable.

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 the £540 million of senior loan financings to affiliates of Safanad as part of the recapitalization of its investment in HC-One Group during the second quarter.

The increase to interest income is primarily driven by interest recognized on this loan funding.

| Redhill, UK | | | | | | 76 | | | | | | $ | 21,465 | | | | | $ | 18,347 | | | | | 1Q22 | | |

| London, UK | | | | | | 82 | | | | | | 43,559 | | | | | | 22,981 | | | | | | 2Q22 | | |

| Wombourne, UK | | | | | | 66 | | | | | | 16,200 | | | | | | 10,422 | | | | | | 4Q22 | | |

| Leicester, UK | | | | | | 60 | | | | | | 15,120 | | | | | | 9,047 | | | | | | 4Q22 | | |

| Rugby, UK | | | | | | 76 | | | | | | 20,673 | | | | | | 8,487 | | | | | | 4Q22 | | |

| Total | | | | | | 551 | | | | | | $ | 271,273 | | | | | $ | 117,334 | | | | | | | |

During the year ended December 31, 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.

In addition, the mark-to-market adjustment on our Genesis available-for-sale investment is reflected in all periods.

| | | | | | | December 31, 2021 | | | | | | December 31, 2020 | | | | | | $ | | | | | | % | | | | | | December 31, 2021 | | | | | | December 31, 2020 | | | | | | $ | | | | | | % | | |

| SSNOI(1) | | | | | | $ | 101,599 | | | | | $ | 100,185 | | | | | $ | 1,414 | | | | | 1.4 | | % | | | | $ | 386,411 | | | | | $ | 375,497 | | | | | $ | 10,914 | | | | | 2.9 | | % |

| | | | | | | | | | 242,075 | | | | | | 291,416 | | | | | | (49,341) | | | | | | \-17 | | % | | | | 270,519 | | | | | | 20,897 | | | | | | 8 | | % | | | | (28,444) | | | | | | \-11 | | % |

Rental income has decreased due primarily to significant dispositions that closed during 2020.

We evaluate leases individually and recognize rent on a cash basis if collectibility of substantially all contractual rent payments is not probable.

The increase in interest income for the year ended December 31, 2021 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.

Transaction costs related to asset acquisitions are capitalized as a component of purchase price.

| Tyler, TX | | | | | | 85,214 | | | | | | $ | 35,369 | | | | | $ | 14,534 | | | | | 4Q22 | | |

| Stafford, TX | | | | | | 36,788 | | | | | | 18,031 | | | | | | 4,249 | | | | | | 4Q22 | | |

| Total | | | | | | 122,002 | | | | | | $ | 53,400 | | | | | $ | 18,783 | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | December 31, 2021 | | | | | | | | | | | | December 31, 2020 | | | | | | | | | | | | December 31, 2019 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | NOI(1) | | | | | | (5,825) | | | | | | (600) | | | | | | (5,225) | | | | | | \-871 | | % | | | | 3,966 | | | | | | (4,566) | | | | | | \-115 | | % | | | | (9,791) | | | | | | \-247 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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.

be insufficient.

| Impairment of assets | | | | | | 51,107 | | | | | | 135,608 | | | | | | 28,133 | | |

| Depreciation and amortization | | | | | | 1,037,566 | | | | | | 1,038,437 | | | | | | 1,027,073 | | |

Seniors Housing Operating

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | QTD Pool | | | | | | | | | | | | | | | | | | | | | | | | YTD Pool | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Three Months Ended | | | | | | | | | | | | Change | | | | | | | | | | | | Year Ended | | | | | | | | | | | | Change | | | | | | | | |

| SSNOI(1) | | | | | | $ | 154,373 | | | | | $ | 216,166 | | | | | $ | (61,793) | | | | | \-28.6 | | % | | | | $ | 591,133 | | | | | $ | 764,328 | | | | | $ | (173,195) | | | | | \-22.7 | | % |

Please see "Non-GAAP Financial Measures for additional information and reconciliations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | Year Ended | | | | | | | | | | | | One Year Change | | | | | | | | | | | | Year Ended | | | | | | One Year Change | | | | | | | | | | | | Two Year Change | | | | | | | | |

| | | | | | | | | | | | | December 31, | | | | | | December 31, | | | | | | | | | | | | | | | | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Resident fees and services | | | | | | $ | 3,074,022 | | | | | $ | 3,448,175 | | | | | $ | (374,153) | | | | | \-11 | | % | | | | $ | 3,234,852 | | | | | $ | 213,323 | | | | | 7 | | % | | | | $ | (160,830) | | | | | \-5 | | % |

| | | | | | | Interest income | | | | | | 618 | | | | | | 36 | | | | | | 582 | | | | | | n/a | | | | | | 578 | | | | | | (542) | | | | | | \-94 | | % | | | | 40 | | | | | | 7 | | % |

| | | | | | | Other income | | | | | | 7,223 | | | | | | 8,658 | | | | | | (1,435) | | | | | | \-17 | | % | | | | 5,024 | | | | | | 3,634 | | | | | | 72 | | % | | | | 2,199 | | | | | | 44 | | % |

| | | | | | | Total revenues | | | | | | 3,081,863 | | | | | | 3,456,869 | | | | | | (375,006) | | | | | | \-11 | | % | | | | 3,240,454 | | | | | | 216,415 | | | | | | 7 | | % | | | | (158,591) | | | | | | \-5 | | % |

| Property operating expenses | | | | | | | | | | | | 2,326,311 | | | | | | 2,417,349 | | | | | | (91,038) | | | | | | \-4 | | % | | | | 2,255,432 | | | | | | 161,917 | | | | | | 7 | | % | | | | 70,879 | | | | | | 3 | | % |

| | | | | | | NOI(1) | | | | | | 755,552 | | | | | | 1,039,520 | | | | | | (283,968) | | | | | | \-27 | | % | | | | 985,022 | | | | | | 54,498 | | | | | | 6 | | % | | | | (229,470) | | | | | | \-23 | | % |

| | | | | | | Depreciation and amortization | | | | | | 544,462 | | | | | | 553,189 | | | | | | (8,727) | | | | | | \-2 | | % | | | | 529,449 | | | | | | 23,740 | | | | | | 4 | | % | | | | 15,013 | | | | | | 3 | | % |

| | | | | | | Interest expense | | | | | | 54,901 | | | | | | 67,983 | | | | | | (13,082) | | | | | | \-19 | | % | | | | 69,060 | | | | | | (1,077) | | | | | | \-2 | | % | | | | (14,159) | | | | | | \-21 | | % |

| | | | | | | Loss (gain) on extinguishment of debt, net | | | | | | 12,659 | | | | | | 1,614 | | | | | | 11,045 | | | | | | 684 | | % | | | | 110 | | | | | | 1,504 | | | | | | n/a | | | | | | 12,549 | | | | | | n/a | | |

| | | | | | | Impairment of assets | | | | | | 100,741 | | | | | | 2,145 | | | | | | 98,596 | | | | | | n/a | | | | | | 7,599 | | | | | | (5,454) | | | | | | \-72 | | % | | | | 93,142 | | | | | | 1,226 | | % |

| | | | | | | Other expenses | | | | | | 14,265 | | | | | | 26,348 | | | | | | (12,083) | | | | | | \-46 | | % | | | | 6,624 | | | | | | 19,724 | | | | | | 298 | | % | | | | 7,641 | | | | | | 115 | | % |

| | | | | | | | | | | | | 727,699 | | | | | | 651,279 | | | | | | 76,420 | | | | | | 12 | | % | | | | 612,842 | | | | | | 38,437 | | | | | | 6 | | % | | | | 114,857 | | | | | | 19 | | % |

| Income (loss) from continuing operations before income taxes and other items | | | | | | | | | | | | 27,853 | | | | | | 388,241 | | | | | | (360,388) | | | | | | \-93 | | % | | | | 372,180 | | | | | | 16,061 | | | | | | 4 | | % | | | | (344,327) | | | | | | \-93 | | % |

| Income (loss) from unconsolidated entities | | | | | | | | | | | | (33,857) | | | | | | 12,388 | | | | | | (46,245) | | | | | | \-373 | | % | | | | (28,142) | | | | | | 40,530 | | | | | | 144 | | % | | | | (5,715) | | | | | | \-20 | | % |

| Gain (loss) on real estate dispositions, net | | | | | | | | | | | | 328,249 | | | | | | 528,747 | | | | | | (200,498) | | | | | | \-38 | | % | | | | (2,245) | | | | | | 530,992 | | | | | | n/a | | | | | | 330,494 | | | | | | n/a | | |

| Income from continuing operations | | | | | | | | | | | | 322,245 | | | | | | 929,376 | | | | | | (607,131) | | | | | | \-65 | | % | | | | 341,793 | | | | | | 587,583 | | | | | | 172 | | % | | | | (19,548) | | | | | | \-6 | | % |

| Net income (loss) | | | | | | | | | | | | 322,245 | | | | | | 929,376 | | | | | | (607,131) | | | | | | \-65 | | % | | | | 341,793 | | | | | | 587,583 | | | | | | 172 | | % | | | | (19,548) | | | | | | \-6 | | % |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | | | | | | | 20,301 | | | | | | 56,513 | | | | | | (36,212) | | | | | | \-64 | | % | | | | (660) | | | | | | 57,173 | | | | | | n/a | | | | | | 20,961 | | | | | | n/a | | |

| Net income (loss) attributable to common stockholders | | | | | | | | | | | | $ | 301,944 | | | | | $ | 872,863 | | | | | $ | (570,919) | | | | | \-65 | | % | | | | $ | 342,453 | | | | | $ | 530,410 | | | | | 155 | | % | | | | $ | (40,509) | | | | | \-12 | | % |

(1) See Non-GAAP Financial Measures below.

Decreases in resident fees and services and property operating expenses are primarily a result of property dispositions and decreases in occupancy across the portfolio due to the COVID-19 pandemic.

Occupancy within our Seniors Housing Operating portfolio has declined as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Feb. | | | | | | Mar. | | | | | | Apr. | | | | | | May | | | | | | Jun. | | | | | | Jul. | | | | | | Aug. | | | | | | Sep. | | | | | | Oct. | | | | | | Nov. | | | | | | Dec. | | |

| Spot occupancy (1) | | | | | | 85.6 | | % | | | | 84.9 | | % | | | | 82.6 | | % | | | | 80.9 | | % | | | | 79.9 | | % | | | | 79.3 | | % | | | | 78.7 | | % | | | | 78.4 | | % | | | | 78.0 | | % | | | | 77.3 | | % | | | | 76.2 | | % |

| Sequential occupancy change | | | | | | | | | | | | (0.7) | | % | | | | (2.3) | | % | | | | (1.7) | | % | | | | (1.0) | | % | | | | (0.6) | | % | | | | (0.6) | | % | | | | (0.3) | | % | | | | (0.4) | | % | | | | (0.7) | | % | | | | (1.1) | | % |

| | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | | | |

| Senior unsecured notes | | | | | | $ | [removed: 9,943,501] [added: 11,002,297] | | | | | $ | [removed: (761,581)] [added: (1,059,031)] | | | | | $ | [removed: 9,724,691] [added: 9,943,501] | | | | | $ | [removed: (751,848)] [added: (761,581)] | |

| Secured debt | | | | | | [removed: 1,702,196] [added: 1,490,708] | | | | | | [removed: (57,756)] [added: (44,222)] | | | | | | [removed: 1,814,229] [added: 1,702,196] | | | | | | [removed: (69,756)] [added: (57,756)] | | |

At December 31, 2020, we had $2,241,909,000 outstanding [removed: related to] [added: under] our variable rate debt.

Assuming no changes in outstanding balances, a 1% increase in interest rates would [removed: result] [added: have resulted] in increased annual interest expense of $22,420,000.

At December 31, [removed: 2019,] [added: 2021,] we had [removed: $3,470,584,000] [added: $1,742,268,000] outstanding [removed: under] [added: related to] our variable rate debt.

Assuming no changes in outstanding balances, a 1% increase in interest rates would [removed: have resulted] [added: result] in increased annual interest expense of [removed: $34,706,000.][added: $17,423,000.]

Based solely on our results for the year ended December 31, [removed: 2020,] [added: 2021,] 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 [removed: $3,000,000.][added: $11,000,000.]

The following table summarizes the results of the analysis [removed: performed, excluding cross currency hedge activity] [added: performed] (dollars in thousands):

| Foreign currency exchange contracts | | | | | | $ | [removed: 61,851] [added: 32,280] | | | | | $ | [removed: 12,731] [added: 19,740] | | | | | $ | [removed: 26,767] [added: 61,851] | | | | | $ | [removed: 12,136] [added: 12,731] | |

| Debt designated as hedges | | | | | | [removed: 1,630,542] [added: 1,613,164] | | | | | | [removed: 16,305] [added: 16,132] | | | | | | [removed: 1,586,116] [added: 1,630,542] | | | | | | [removed: 15,861] [added: 16,305] | | |

| Totals | | | | | | $ | [removed: 1,692,393] [added: 1,645,444] | | | | | $ | [removed: 29,036] [added: 35,872] | | | | | $ | [removed: 1,612,883] [added: 1,692,393] | | | | | $ | [removed: 27,997] [added: 29,036] | |

| Totals | | | | | | $ | 12,493,005 | | | | | $ | (1,103,253) | | | | | $ | 11,645,697 | | | | | $ | (819,337) | |

| | | | | | | December 31, 2021 | | | | | | | | | | | | December 31, 2020 | | | | | | | | |

| Totals | | | | | | $ | 11,645,697 | | | | | $ | (819,337) | | | | | $ | 11,538,920 | | | | | $ | (821,604) | |

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, [removed: 2020.][added: 2021.]

*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 [added: disease and/or other types of dementia.]

Our Seniors Housing Operating segment accounted for [removed: 67%,] [added: 68%,] 67% and [removed: 69%] [added: 67%] of total revenues for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] we had relationships with [removed: 27] [added: 38] operators to manage our Seniors Housing Operating properties.

For the year ended December 31, [removed: 2020,] [added: 2021,] our relationship with Sunrise Senior Living accounted for approximately [removed: 37%] [added: 33%] of our Seniors Housing Operating segment revenues and [removed: 25%] [added: 22%] of our total revenues.

Additionally Revera accounted for approximately [removed: 12%] [added: 11%] of our Seniors Housing Operating segment revenues and [removed: 8% of] [added: 7%] our total revenues.

Our Triple-net segment accounted for [removed: 17%, 19%] [added: 19%, 17%] and 19% of total revenues for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

For the year ended December 31, [removed: 2020,] [added: 2021,] our revenues related to our relationship with ProMedica Health System ("ProMedica") accounted for approximately [removed: 27%] [added: 26%] of our Triple-net segment revenues and 5% of total revenues.

As of December 31, [removed: 2020,] [added: 2021,] our relationship with ProMedica was comprised of a master lease for [removed: 215] [added: 205] properties owned by a joint venture landlord of which we own 80%.

During 2020, Genesis [removed: Healthcare ("Genesis")] indicated substantial doubt as to their ability to continue as a going concern.

As a result, effective July 1, 2020, we [removed: have written off] [added: 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.

For the year ended December 31, [removed: 2020,] [added: 2021,] our revenues related to our relationship with Genesis [added: Healthcare ("Genesis")] accounted for approximately [removed: 4%] [added: 6%] of our Triple-net segment revenues and 1% of our total revenues.

As [added: a result, as] of December 31, [removed: 2020,] [added: 2021,] our relationship with Genesis was comprised of [removed: two master leases for 52] [added: three] properties owned 100% by [removed: us, six loans with] [added: us and master leased to Genesis, which are currently classified as held for sale,] a [added: loan] balance net of allowance for credit losses of [removed: $136,162,000,] [added: $154,476,000,] approximately 9.5 million shares of GEN Series A common stock [removed: (representing approximately 9% of total GEN common stock)] and a 25% ownership stake in an unconsolidated joint venture that includes two master leases for 28 properties operated by Genesis.

Approximately [removed: 92%] [added: 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).

Our Outpatient Medical segment accounted for [removed: 16%, 13%] [added: 13%, 16%] and [removed: 12%] [added: 13%] of total revenues for each of the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

At December 31, [removed: 2020,] [added: 2021,] approximately [removed: 95%] [added: 94%] of our triple-net properties were subject to master leases.

Our [removed: outpatient medical] [added: Outpatient Medical] portfolio is primarily self-managed and consists [removed: principally] [added: mainly] of multi-tenant properties leased to health care providers.

As of December 31, [removed: 2020, 77%] [added: 2021, 65%] of our portfolio included leases with full pass through, [removed: 20%] [added: 30%] with a partial expense reimbursement (modified gross) and [removed: 3%] [added: 5%] with no expense reimbursement (gross).

Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of [removed: six] [added: five] years at December 31, [removed: 2020] [added: 2021] and are often credit enhanced by security deposits, guarantees and/or letters of credit.

At December 31, [removed: 2020,] [added: 2021,] we had outstanding construction investments of [removed: $487,742,000] [added: $651,389,000] and were committed to provide additional funds of approximately [removed: $622,108,000] [added: $1,208,913,000] to complete construction for [added: consolidated] investment properties.

At December 31, [removed: 2020,] [added: 2021,] we had outstanding loans, net of allowances, of [removed: $683,641,000] [added: $1,292,308,000] with an interest yield of approximately [removed: 7.7%] [added: 11.2%] per annum.

The loans outstanding at December 31, [removed: 2020] [added: 2021] 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.

We have made loans [removed: totaling $333,934,000] related to [removed: eight] [added: twelve] properties [added: with a carrying value of $317,647,000] as of December 31, [removed: 2020,] [added: 2021,] which are classified as in substance real estate investments.

Throughout the COVID-19 pandemic, seniors housing operators have experienced broad-based occupancy declines and as a result, we expect competition to [removed: increase] [added: continue] in [removed: 2021] [added: 2022] and beyond as operators attempt to fill unoccupied units.

Environmental, Social and [removed: Governance ("ESG")][added: Governance]

[added: Environmental, Social and Governance ("ESG") Approach] We are committed to operating in a responsible, transparent and sustainable manner.

Our leadership and Board of Directors (through the Nominating [removed: and Governance] [added: Corporate/Governance] Committee), oversee and advance our ESG initiatives.

[removed: They] [added: 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 [removed: the best] [added: leading] ESG practices across our business and we were recognized for our leadership in this space over the past year in the following ways:

- Named by S&P Global in collaboration with RobecoSAM for the [removed: third] [added: fourth] consecutive year in the [removed: 2020] [added: 2021] edition of The Sustainability Yearbook;

- Named to [added: the] top 20 percent of Newsweek’s America’s Most Responsible Companies list for the [removed: second] [added: third] consecutive year;

- Named [added: in 2021] to [removed: 2020] [added: the] Dow Jones Sustainability [removed: World Index for the third consecutive year and the] North American Index for the [removed: fifth] [added: sixth] consecutive year;

- [removed: Recognized on Management] [added: Elevated by CDP to the highest available] band level [added: of leadership] with [removed: a “B”] [added: an improved] score [removed: by CDP] [added: of “A-”] for taking coordinated action on climate issues;

- Listed [removed: on] [added: in] the FTSE4Good Index since 2012;

- [removed: Achieved] [added: Maintained] Gold Level [removed: 2020] Green Lease Leader status by the Institute for Market Transformation and the U.S. Department of Energy’s Better Buildings [removed: Alliance, after several prior years of repeated recognition;][added: Alliance;]

- Named to the Bloomberg Gender-Equality Index for the [removed: second] [added: third] consecutive year; [removed: and]

- Named to the Workplace Health Achievement Index by the American Heart Association for the [removed: third] [added: fourth] consecutive [removed: year.][added: year, and increased from Bronze to Silver level;]

*Environmental* We strive to reduce our environmental impact by increasing energy and water efficiency, reducing greenhouse gas emissions, [added: and by] investing in projects that reduce energy and water consumption that meet our rate of return [removed: thresholds, and focusing on the environmental aspects within our supply chain.][added: 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, [removed: GHG,] [added: greenhouse gas ("GHG"),] water, and waste) is evolving to become a set of tools for benchmarking.

[removed: Our] [added: A portion of our] self-managed Outpatient Medical portfolio is benchmarked in EPA ENERGY STAR Portfolio Manager [removed: (ESPM)] [added: ("ESPM")] and we regularly engage with our operators [added: and tenants] on [added: ENERGY STAR, utility bill aggregators, utility companies, and others to add to our number of ESPM benchmarked properties throughout our portfolio.]

Additionally, in March 2021, we entered into definitive agreements to substantially exit our operating relationship with Genesis.

As of December 31, 2021, we have transitioned nine facilities to an 80/20 joint venture with ProMedica.

Additionally, operations have transitioned to new operators for 39 of the remaining 42 properties, with three properties expected to transition at a later date.

We have entered into definitive agreements to sell the 42 properties to either a joint venture with Aurora Health Network, the new operator and us, or to sell outright.

As of December 31, 2021, we have closed on the sale of 25 of those properties.

An additional ten properties are classified as held for sale and the remaining seven properties are expected to be sold in 2023.

At December 31, 2021, we had investments in unconsolidated entities of $1,039,043,000.

- Raised MSCI ESG rating from A to AA;

- 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 third consecutive year and elevated to the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program;

- Maintained Prime status under the ISS-ESG Corporate rating for the third consecutive year;

- Named to Sustainalytics 2021 Top-Rated ESG Companies list;

- Named as one of the top sustainable REITs in Barron’s list of America’s Most Sustainable Companies for the second consecutive year;

- Honored at the Women’s Forum of New York Breakfast of Champions for the second time for our representation of women on our Board of Directors; and

- Opened Sunrise at East 56th, the recipient of all three LEED Silver, WELL Certification at the Silver level, and WELL Health-Safety Rating Seal certifications.

As of September 30, 2021, we have utilized $277,732,000 of proceeds from this issuance on such projects.

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, 2021, our U.S. employees self-identified as follows:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Ethnicity | | | | | | Male | | | | | | Female | | | | | |

| Asian | | | | | | 5 | | % | | | | 7 | | % | | | |

| Black or African American | | | | | | 5 | | % | | | | 7 | | % | | | |

| Hispanic or Latino | | | | | | 7 | | % | | | | 7 | | % | | | |

| Native Hawaiian or Other Pacific Islander | | | | | | — | | % | | | | 1 | | % | | | |

| Two or More Races | | | | | | 1 | | % | | | | 1 | | % | | | |

| White | | | | | | 82 | | % | | | | 77 | | % | | | |

| | | | | | | 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.

The Welltower Charitable Foundation (the "Foundation") financially supports charitable initiatives related to aging, health care, the environment, education and the arts.

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 2021, we sponsored our second 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.

disease and/or other types of dementia.

In addition to rent, the master leases require Genesis to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under certain ground leases.

All obligations under the master lease have been guaranteed by FC-GEN Operations Investment, LLC, a subsidiary of Genesis and Genesis is current on all obligations to Welltower through December 31, 2020.

- Named to Corporate Responsibility Magazine’s 21st annual 100 Best Corporate Citizens list for the second consecutive year;

- Recognized as Energy Star Partner of the Year for the second time;

Energy Star, utility bill aggregators, utilities, and others to add to our number of ESPM benchmarked properties throughout our portfolio.

As a result, in 2019 we reset and launched new environmental goals that provide a broader and more inclusive representation of our portfolio.

As of the end of 2019, we reduced greenhouse gas emissions by 8.5%, energy consumption by 2.1% and water consumption by 5%.

We continue to not only monitor adherence and compliance with this guidance in connection with our sustainability reporting, but also work to expand its utilization throughout our portfolio.

We are the first healthcare REIT to successfully complete a green bond issuance.

We developed a Supplier ESG Survey that was delivered to our highest spend national accounts, which we analyzed and leveraged for compliance and opportunity engagement with suppliers.

Over the past six years, since we began reporting the impact of our charitable contributions through programs such as the Welltower Charitable Foundation, we have donated over $40 million to charitable initiatives related to aging, health care, education and the arts.

In addition to enhancing progressive talent attraction, development programs and mandatory training for all employees, we have reinforced our already strong commitment to diversity and inclusion through our Diversity Council and the launch of seven new associated ENGs in 2020.

*Governance* We have adopted corporate governance practices that meet the dynamic needs of the corporate governance environment.

In 2020, we announced changes and appointments to our Board of Directors, resulting in (1) 80% of our Director positions being held by racially and ethnically diverse minorities and women, (2) 50% of our Director positions being held by women, (3) 40% of our Board committees being led by women and (4) the separation of the roles of CEO and Board Chair resulting in the appointment of an independent and racially diverse Chair of the Board.

We annually review our policies and procedures and strive to lead through advancement and adherence to impactful areas, such as with our 2020 revision to our human rights policy which included approval by the Board of Directors, no tolerance for modern slavery, and commitment to fair and equal compensation for its employees.

Additionally, we improved our already high CDP, Dow Jones Sustainability Index (DJSI), ISS, ISS-ESG, Sustainalytics and Vigeo Eiris scores through enhanced tracking and reporting.

We sustain a high-performance culture by measuring performance, recognizing employee achievements and identifying areas of development and professional growth.

We annually

We also regularly review our compensation practices, both in terms of our overall workforce and by individual employee, to ensure our compensation and benefits programs are fair and equitable.

During most of 2020, a large majority of our workforce worked remotely and will continue to do so for the foreseeable future.

We have increased leadership updates and other communication, utilizing many forms of technology, to keep employees engaged and informed while out of the office.

Additionally, we instituted safety protocols and procedures for essential employees who continued to work in our offices or on-site to manage our properties.

We measure success through monitoring the number of employees that received safety training, measuring progress towards our goal of zero lost time for incidents, and aligning with goals of our signature wellness program ("WELL+Being").

the U.S. and contained various provisions, including Medicaid expansion and the establishment of Health Insurance Exchanges (“HIEs”) providing subsidized health insurance, that may directly impact us or the operators and tenants of our properties.

During the Trump Administration, the former president and U.S. Congress sought to modify, repeal or otherwise invalidate all or portions of the Health Reform Laws.

For example, in December 2017, the U.S. Congress passed the Tax Cuts and Jobs Act, which included a provision that eliminates the penalty under the Health Reform Laws’ individual mandate, effective in 2019, and could impact the future state of the HIEs established by the Health Reform Laws.

In December 2018, a federal district court in Texas ruled the individual mandate was unconstitutional and could not be severed from the Health Reform Laws.

As a result, the court ruled the remaining provisions of the Health Reform Laws were also invalid, though the court declined to issue a preliminary injunction with respect to the Health Reform Laws.

In December 2019, the Fifth Circuit Court of Appeals agreed that the individual mandate was unconstitutional, but remanded the case back to the district court to reassess how much of the Health Reform Laws would be damaged without the individual mandate provision, and if the individual mandate could indeed be severed.

The Fifth Circuit's decision was appealed to the Supreme Court of the United States, which granted certiorari on these issues and conducted an oral argument in November 2020.

This litigation is still ongoing, but places great uncertainty upon the longevity and nature of the Health Reform Laws moving forward.

information.

The U.K. exited from the EU (“Brexit”) on January 31, 2020.

Prior to the end of the Brexit Transition Period on December 31, 2020, the EU and U.K. agreed to a Trade and Cooperation on December 24, 2020, which has been approved by the U.K. Parliament to enter into force, which is currently pending.

The impact of Brexit on the U.K. health and care workforce will depend on future migration policy and the barriers or incentives to live in the U.K.

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

For those properties that are subject to the built-in gains tax, the potential

7.

in a “complete termination” of your interest in all classes of our equity securities; (2) is a “substantially disproportionate redemption”; or (3) is “not essentially equivalent to a dividend” with respect to you.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

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 [removed: $21,561,545,000.][added: $35,091,527,000.]

As of [removed: January 29, 2021,] [added: February 4, 2022,] the registrant had [removed: 417,383,039] [added: 447,279,642] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May [removed: 6, 2021,] [added: 9, 2022,] are incorporated by reference into Part III.

[removed: 2020] [added: 2021] FORM 10-K ANNUAL REPORT

| Item 1. | | | Business | | | [removed: [2](#i34564bdb53784fecaf0e1d67daa7bddb_16)] [added: [2](#i6ca39f6505a147dc9d9f8fceb3ebe33e_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [24](#i34564bdb53784fecaf0e1d67daa7bddb_52)] [added: [25](#i6ca39f6505a147dc9d9f8fceb3ebe33e_49)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [39](#i34564bdb53784fecaf0e1d67daa7bddb_55)] [added: [40](#i6ca39f6505a147dc9d9f8fceb3ebe33e_52)] | | |

| Item 2. | | | Properties | | | [removed: [39](#i34564bdb53784fecaf0e1d67daa7bddb_58)] [added: [41](#i6ca39f6505a147dc9d9f8fceb3ebe33e_55)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [41](#i34564bdb53784fecaf0e1d67daa7bddb_61)] [added: [42](#i6ca39f6505a147dc9d9f8fceb3ebe33e_58)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [41](#i34564bdb53784fecaf0e1d67daa7bddb_64)] [added: [42](#i6ca39f6505a147dc9d9f8fceb3ebe33e_61)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [42](#i34564bdb53784fecaf0e1d67daa7bddb_70)] [added: [43](#i6ca39f6505a147dc9d9f8fceb3ebe33e_67)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [44](#i34564bdb53784fecaf0e1d67daa7bddb_76)] [added: [45](#i6ca39f6505a147dc9d9f8fceb3ebe33e_73)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [68](#i34564bdb53784fecaf0e1d67daa7bddb_139)] [added: [70](#i6ca39f6505a147dc9d9f8fceb3ebe33e_151)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [69](#i34564bdb53784fecaf0e1d67daa7bddb_142)] [added: [71](#i6ca39f6505a147dc9d9f8fceb3ebe33e_154)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [105](#i34564bdb53784fecaf0e1d67daa7bddb_262)] [added: [108](#i6ca39f6505a147dc9d9f8fceb3ebe33e_268)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [105](#i34564bdb53784fecaf0e1d67daa7bddb_265)] [added: [108](#i6ca39f6505a147dc9d9f8fceb3ebe33e_271)] | | |

| Item 9B. | | | Other Information | | | [removed: [107](#i34564bdb53784fecaf0e1d67daa7bddb_268)] [added: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_274)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [107](#i34564bdb53784fecaf0e1d67daa7bddb_274)] [added: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_280)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [107](#i34564bdb53784fecaf0e1d67daa7bddb_277)] [added: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_283)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [107](#i34564bdb53784fecaf0e1d67daa7bddb_280)] [added: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_286)] | | |

| Item 13. | | | Certain Relationships and Related Transactions and Director Independence | | | [removed: [107](#i34564bdb53784fecaf0e1d67daa7bddb_283)] [added: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_289)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [107](#i34564bdb53784fecaf0e1d67daa7bddb_286)] [added: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_292)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [108](#i34564bdb53784fecaf0e1d67daa7bddb_292)] [added: [111](#i6ca39f6505a147dc9d9f8fceb3ebe33e_298)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [114](#i34564bdb53784fecaf0e1d67daa7bddb_295)] [added: [117](#i6ca39f6505a147dc9d9f8fceb3ebe33e_301)] | | |

| Item 6. | | | \[Reserved\] | | | [44](#i6ca39f6505a147dc9d9f8fceb3ebe33e_70) | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_274) | | |

| | | | Signature | | | [118](#i6ca39f6505a147dc9d9f8fceb3ebe33e_304) | | |

| Item 6. | | | Selected Financial Data | | | [43](#i34564bdb53784fecaf0e1d67daa7bddb_73) | | |

| | | | Signature | | | [115](#i34564bdb53784fecaf0e1d67daa7bddb_298) | | |

We also lease corporate offices throughout the U.S., [removed: Canada,] [added: Canada and] the United Kingdom and [removed: Luxembourg 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, [removed: 2020] [added: 2021] (dollars in thousands):

(1) Represents revenue for the month ended December 31, [removed: 2020] [added: 2021] annualized.

| Outpatient Medical(5) | | | | | | [removed: 94.9%] [added: 95.4%] | | | | | | [removed: 94.1%] [added: 95.4%] | | | | | | [removed: 36] [added: 37] | | | | | | [removed: 34] [added: 36] | | | | | | per sq. ft. | | | | | | | | |

(2) Represents December annualized revenues divided by total beds, units or square feet [added: in service,] as presented in the tables above.

(3) Occupancy represents average occupancy [added: of properties in service] for the three months ended December 31.

The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, [removed: 2020] [added: 2021] (dollars in thousands):

| | | | | | | [removed: 2021 | | | | | |] 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | [added: 2031 | | | | | |] Thereafter | | |

Investments classified as held for sale are included in [removed: 2021.][added: 2022.]

Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other [removed: non-cash] [added: non cash] income.

| Alabama | | | | | | 3 | | | $ | 34,937 | | $ | 8,795 | | | | | 3 | | | $ | 33,898 | | $ | 4,233 | | | | | 2 | | | $ | 33,359 | | $ | 2,792 | |

| Arkansas | | | | | | 1 | | | 38,630 | | | 10,296 | | | | | | — | | | — | | | — | | | | | | 1 | | | 22,520 | | | 2,920 | | |

| Arizona | | | | | | 10 | | | 214,624 | | | 47,406 | | | | | | — | | | — | | | — | | | | | | 7 | | | 79,905 | | | 9,887 | | |

| California | | | | | | 93 | | | 3,129,715 | | | 730,284 | | | | | | 24 | | | 460,884 | | | 69,799 | | | | | | 38 | | | 906,083 | | | 91,507 | | |

| Colorado | | | | | | 15 | | | 456,837 | | | 98,388 | | | | | | 12 | | | 294,463 | | | 24,997 | | | | | | 1 | | | 10,185 | | | 2,175 | | |

| Connecticut | | | | | | 3 | | | 68,634 | | | 16,543 | | | | | | 4 | | | 75,789 | | | 32,480 | | | | | | 7 | | | 102,045 | | | 7,430 | | |

| District Of Columbia | | | | | | 2 | | | 87,481 | | | 12,799 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Delaware | | | | | | 8 | | | 240,407 | | | 38,371 | | | | | | 4 | | | 104,491 | | | 12,829 | | | | | | — | | | — | | | — | | |

| Florida | | | | | | 13 | | | 713,529 | | | 116,379 | | | | | | 53 | | | 623,783 | | | 89,573 | | | | | | 25 | | | 234,127 | | | 43,779 | | |

| Georgia | | | | | | 16 | | | 268,543 | | | 60,190 | | | | | | 3 | | | 38,796 | | | 4,614 | | | | | | 12 | | | 215,537 | | | 27,067 | | |

| Hawaii | | | | | | 1 | | | 2,568 | | | 18,090 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Iowa | | | | | | 7 | | | 90,641 | | | 26,804 | | | | | | 7 | | | 55,196 | | | 6,156 | | | | | | — | | | — | | | — | | |

| Idaho | | | | | | 3 | | | 64,462 | | | 6,187 | | | | | | — | | | — | | | — | | | | | | 2 | | | 50,510 | | | 4,368 | | |

| Illinois | | | | | | 35 | | | 583,215 | | | 142,670 | | | | | | 24 | | | 353,815 | | | 28,432 | | | | | | 7 | | | 110,944 | | | 14,957 | | |

| Indiana | | | | | | 8 | | | 223,553 | | | 31,609 | | | | | | 27 | | | 411,883 | | | 47,524 | | | | | | — | | | — | | | — | | |

| Kansas | | | | | | 3 | | | 66,494 | | | 14,325 | | | | | | 27 | | | 234,044 | | | 43,949 | | | | | | — | | | — | | | — | | |

| Kentucky | | | | | | 4 | | | 58,703 | | | 18,713 | | | | | | 7 | | | 68,269 | | | 8,872 | | | | | | — | | | — | | | — | | |

| Louisiana | | | | | | 5 | | | 70,555 | | | 19,726 | | | | | | 3 | | | 82,193 | | | 3,690 | | | | | | — | | | — | | | — | | |

| Massachusetts | | | | | | 16 | | | 386,988 | | | 76,800 | | | | | | 10 | | | 189,021 | | | 7,384 | | | | | | 7 | | | 104,531 | | | 9,383 | | |

| Maryland | | | | | | 10 | | | 438,074 | | | 76,124 | | | | | | 21 | | | 265,773 | | | 23,042 | | | | | | 11 | | | 238,210 | | | 24,710 | | |

| Maine | | | | | | 1 | | | 23,154 | | | 11,489 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Michigan | | | | | | 13 | | | 354,570 | | | 66,542 | | | | | | 25 | | | 245,965 | | | 28,273 | | | | | | 13 | | | 194,793 | | | 10,067 | | |

| Minnesota | | | | | | 3 | | | 78,936 | | | 12,888 | | | | | | 12 | | | 229,964 | | | 23,326 | | | | | | 7 | | | 145,120 | | | 31,083 | | |

| Missouri | | | | | | 6 | | | 126,388 | | | 18,897 | | | | | | — | | | — | | | — | | | | | | 12 | | | 189,326 | | | 27,418 | | |

| Mississippi | | | | | | 2 | | | 16,778 | | | 8,834 | | | | | | 1 | | | 10,085 | | | — | | | | | | 1 | | | 34,947 | | | 2,382 | | |

| Montana | | | | | | 2 | | | 25,831 | | | 8,148 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| North Carolina | | | | | | 10 | | | 283,634 | | | 52,225 | | | | | | 51 | | | 415,157 | | | 57,404 | | | | | | 24 | | | 567,936 | | | 47,387 | | |

| North Dakota | | | | | | 1 | | | 13,721 | | | 1,336 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nebraska | | | | | | 5 | | | 39,674 | | | 13,795 | | | | | | — | | | — | | | — | | | | | | 1 | | | 11,240 | | | 2,728 | | |

| New Hampshire | | | | | | — | | | — | | | — | | | | | | 3 | | | 33,395 | | | 2,936 | | | | | | — | | | — | | | — | | |

| New Jersey | | | | | | 28 | | | 702,293 | | | 192,833 | | | | | | 29 | | | 597,879 | | | 64,403 | | | | | | 13 | | | 328,853 | | | 46,868 | | |

| Nevada | | | | | | 7 | | | 128,179 | | | 29,585 | | | | | | — | | | — | | | — | | | | | | 8 | | | 127,634 | | | 9,542 | | |

| New York | | | | | | 33 | | | 676,220 | | | 147,063 | | | | | | 4 | | | 63,822 | | | 10,246 | | | | | | 15 | | | 418,384 | | | 28,926 | | |

| Ohio | | | | | | 29 | | | 419,811 | | | 76,084 | | | | | | 40 | | | 407,072 | | | 48,538 | | | | | | 5 | | | 84,941 | | | 11,236 | | |

| Oklahoma | | | | | | 5 | | | 98,030 | | | 26,279 | | | | | | 20 | | | 208,168 | | | 41,909 | | | | | | 2 | | | 13,779 | | | 2,449 | | |

| Oregon | | | | | | 14 | | | 164,576 | | | 40,374 | | | | | | 1 | | | 2,550 | | | 864 | | | | | | 1 | | | 43,191 | | | 2,720 | | |

| Pennsylvania | | | | | | 18 | | | 275,220 | | | 72,017 | | | | | | 59 | | | 645,435 | | | 87,385 | | | | | | 4 | | | 72,343 | | | 6,946 | | |

| South Carolina | | | | | | 5 | | | 94,471 | | | 24,313 | | | | | | 7 | | | 33,320 | | | 4,263 | | | | | | 2 | | | 9,930 | | | 1,522 | | |

| Tennessee | | | | | | 7 | | | 115,744 | | | 31,729 | | | | | | 7 | | | 98,620 | | | 8,380 | | | | | | 3 | | | 66,216 | | | 6,670 | | |

| Texas | | | | | | 70 | | | 1,350,583 | | | 289,097 | | | | | | 26 | | | 410,668 | | | 61,531 | | | | | | 56 | | | 1,028,184 | | | 104,534 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Alabama | | | | | | 2 | | | $ | 15,547 | | $ | 5,955 | | | | | 2 | | | $ | 19,186 | | $ | 2,562 | | | | | 2 | | | $ | 34,636 | | $ | 4,626 | |

| Arkansas | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | | | | | 1 | | | 23,932 | | | 3,619 | | |

| Arizona | | | | | | 7 | | | 88,797 | | | 27,276 | | | | | | — | | | — | | | — | | | | | | 7 | | | 81,371 | | | 8,904 | | |

| California | | | | | | 78 | | | 2,828,278 | | | 578,066 | | | | | | 23 | | | 455,370 | | | 64,088 | | | | | | 39 | | | 943,263 | | | 73,657 | | |

| Colorado | | | | | | 12 | | | 440,994 | | | 82,385 | | | | | | 11 | | | 276,364 | | | 29,041 | | | | | | 3 | | | 32,331 | | | 5,464 | | |

| Connecticut | | | | | | 3 | | | 69,392 | | | 14,888 | | | | | | 8 | | | 114,188 | | | 15,169 | | | | | | — | | | — | | | — | | |

| District Of Columbia | | | | | | 2 | | | 81,008 | | | 9,534 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Delaware | | | | | | 3 | | | 67,202 | | | 21,516 | | | | | | 7 | | | 111,356 | | | 12,184 | | | | | | — | | | 51,372 | | | 1,548 | | |

| Florida | | | | | | 7 | | | 351,736 | | | 58,586 | | | | | | 51 | | | 567,485 | | | 57,614 | | | | | | 24 | | | 228,424 | | | 42,292 | | |

| Georgia | | | | | | 9 | | | 127,428 | | | 33,200 | | | | | | 3 | | | 39,834 | | | 2,715 | | | | | | 12 | | | 222,174 | | | 27,456 | | |

| Iowa | | | | | | 3 | | | 47,758 | | | 17,434 | | | | | | 7 | | | 55,982 | | | 6,184 | | | | | | — | | | — | | | — | | |

| Idaho | | | | | | 1 | | | 20,512 | | | 3,631 | | | | | | — | | | — | | | — | | | | | | 2 | | | 52,930 | | | 3,433 | | |

| Illinois | | | | | | 16 | | | 441,293 | | | 94,750 | | | | | | 25 | | | 347,417 | | | 32,780 | | | | | | 7 | | | 115,858 | | | 14,600 | | |

| Indiana | | | | | | 3 | | | 90,732 | | | 8,086 | | | | | | 27 | | | 334,689 | | | 50,198 | | | | | | — | | | — | | | — | | |

| Kansas | | | | | | 3 | | | 67,391 | | | 13,979 | | | | | | 27 | | | 240,888 | | | 30,101 | | | | | | — | | | — | | | — | | |

| Kentucky | | | | | | 2 | | | 36,324 | | | 11,374 | | | | | | 6 | | | 57,010 | | | 7,042 | | | | | | — | | | — | | | — | | |

| Louisiana | | | | | | 3 | | | 49,884 | | | 13,295 | | | | | | 1 | | | 7,785 | | | 840 | | | | | | — | | | — | | | — | | |

| Massachusetts | | | | | | 13 | | | 346,901 | | | 62,062 | | | | | | 8 | | | 96,521 | | | 16,031 | | | | | | 7 | | | 108,729 | | | 12,847 | | |

| Maryland | | | | | | 8 | | | 404,791 | | | 79,794 | | | | | | 21 | | | 273,062 | | | 14,989 | | | | | | 11 | | | 246,339 | | | 27,273 | | |

| Maine | | | | | | 1 | | | 23,988 | | | 11,866 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Michigan | | | | | | 6 | | | 179,491 | | | 27,958 | | | | | | 29 | | | 267,661 | | | 27,330 | | | | | | 5 | | | 79,400 | | | 7,568 | | |

| Minnesota | | | | | | 3 | | | 81,102 | | | 11,252 | | | | | | 11 | | | 227,346 | | | 27,666 | | | | | | 7 | | | 150,504 | | | 29,941 | | |

| Missouri | | | | | | 3 | | | 68,961 | | | 11,294 | | | | | | 1 | | | 11,752 | | | 69 | | | | | | 12 | | | 197,889 | | | 23,962 | | |

| Mississippi | | | | | | 2 | | | 15,910 | | | 8,694 | | | | | | 1 | | | 10,453 | | | — | | | | | | 1 | | | 36,417 | | | 2,265 | | |

| Montana | | | | | | 1 | | | 5,749 | | | 4,451 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| North Carolina | | | | | | 3 | | | 111,536 | | | 18,502 | | | | | | 51 | | | 384,336 | | | 56,361 | | | | | | 24 | | | 410,779 | | | 32,576 | | |

| Nebraska | | | | | | — | | | — | | | — | | | | | | 4 | | | 28,806 | | | 4,728 | | | | | | 2 | | | 31,536 | | | 4,406 | | |

| New Hampshire | | | | | | — | | | — | | | — | | | | | | 4 | | | 45,892 | | | 6,803 | | | | | | — | | | — | | | — | | |

| New Jersey | | | | | | 28 | | | 709,757 | | | 177,237 | | | | | | 40 | | | 734,164 | | | 58,934 | | | | | | 13 | | | 340,111 | | | 48,302 | | |

| New Mexico | | | | | | 1 | | | 13,230 | | | 774 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nevada | | | | | | 6 | | | 105,538 | | | 24,727 | | | | | | 1 | | | 18,154 | | | 3,327 | | | | | | 9 | | | 144,490 | | | 10,057 | | |

| New York | | | | | | 29 | | | 598,244 | | | 114,782 | | | | | | 4 | | | 40,469 | | | 3,525 | | | | | | 15 | | | 431,649 | | | 26,950 | | |

| Ohio | | | | | | 20 | | | 391,987 | | | 47,786 | | | | | | 34 | | | 310,810 | | | 44,716 | | | | | | 5 | | | 88,341 | | | 8,944 | | |

| Oklahoma | | | | | | 2 | | | 28,900 | | | 1,781 | | | | | | 20 | | | 213,073 | | | 25,723 | | | | | | 1 | | | 14,354 | | | 2,085 | | |

| Oregon | | | | | | 8 | | | 88,469 | | | 15,034 | | | | | | 1 | | | 2,671 | | | 818 | | | | | | 1 | | | 44,609 | | | 2,730 | | |

| Pennsylvania | | | | | | 15 | | | 223,050 | | | 59,129 | | | | | | 70 | | | 743,994 | | | 112,934 | | | | | | 4 | | | 75,136 | | | 6,966 | | |

| South Carolina | | | | | | 1 | | | 4,029 | | | 4,697 | | | | | | 8 | | | 36,765 | | | 3,181 | | | | | | 2 | | | 10,364 | | | 1,570 | | |

| Tennessee | | | | | | 2 | | | 46,751 | | | 13,832 | | | | | | 4 | | | 36,721 | | | 3,985 | | | | | | 5 | | | 130,646 | | | 13,381 | | |

| Texas | | | | | | 47 | | | 1,169,494 | | | 231,006 | | | | | | 24 | | | 323,695 | | | 48,740 | | | | | | 55 | | | 1,112,114 | | | 113,178 | | |

There were [removed: 3,335] [added: 3,147] stockholders of record as of [removed: January 29, 2021.][added: February 4, 2022.]

Set forth below is a line graph comparing the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the [removed: S&P] [added: S & P] Composite-500 Stock Index and the FTSE NAREIT Equity Index.

As of December 31, [removed: 2020, 153] [added: 2021, 151] companies comprised the FTSE NAREIT Equity Index, which consists of REITs identified by NAREIT as equity (those REITs which have at least 75% of their investments in real property).

[removed: 2015] [added: 2016] equals $100 and dividends are assumed to be reinvested.

[removed: ][added: ]

| | | | | | | [removed: 12/31/2015] [added: 12/31/2016] | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | |

We did not repurchase any shares of our common stock during the three months ended December 31, [removed: 2020.][added: 2021.]

| October 1, [removed: 2020] [added: 2021] through October 31, [removed: 2020] [added: 2021] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| November 1, [removed: 2020] [added: 2021] through November 30, [removed: 2020] [added: 2021] | | | | | | [removed: 44] [added: —] | | | | | | [removed: 58.13] [added: $] | [added: —] | | | | | — | | | | | | — | | |

| Totals | | | | | | [removed: 167,013] [added: —] | | | | | | $ | [removed: 65.72] [added: —] | | | | | — | | | | | | $ | 992,348,000 | |

| S & P 500 | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |

| Welltower Inc. | | | | | | 100.00 | | | | | | 100.20 | | | | | | 115.53 | | | | | | 142.14 | | | | | | 117.29 | | | | | | 160.66 | | |

| FTSE NAREIT Equity | | | | | | 100.00 | | | | | | 105.23 | | | | | | 100.36 | | | | | | 126.45 | | | | | | 116.34 | | | | | | 166.64 | | |

| December 1, 2021 through December 31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| S & P 500 | | | | | | $ | 100.00 | | | | | $ | 113.51 | | | | | $ | 138.29 | | | | | $ | 132.23 | | | | | $ | 173.86 | | | | | $ | 202.96 | |

| Welltower Inc. | | | | | | 100.00 | | | | | | 97.45 | | | | | | 97.65 | | | | | | 112.59 | | | | | | 138.52 | | | | | | 121.24 | | |

| FTSE NAREIT Equity | | | | | | 100.00 | | | | | | 111.99 | | | | | | 117.84 | | | | | | 112.39 | | | | | | 141.61 | | | | | | 126.25 | | |

During the three months ended December 31, 2020, 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, 2020 are as shown in the table below.

| December 1, 2020 through December 31, 2020 | | | | | | 166,969 | | | | | | 65.72 | | | | | | — | | | | | | — | | |

| Net income | | | | | | [removed: 1,082,070 | | | | |] [added: $] | [removed: 540,613] [added: 374,479] | | | | | [added: $] | [removed: 829,750] [added: 1,038,852] | | | | | [added: $] | 1,330,410 | | [removed: | | | | 1,038,852 | | |]

| Net income attributable to common stockholders | | | | | | [removed: $ | 1,012,397 | | | | | $ | 463,595] [added: 336,138] | | | | | [removed: $] | [removed: 758,250] [added: 978,844] | | | | | [removed: $] | 1,232,432 | | | [removed: | | $ | 978,844 | |]

| [removed: Average] [added: Weighted average] number of [removed: common] shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Net income attributable to common stockholders (1) | | | | | | $ | [removed: 2.81] [added: 0.78] | | | | | $ | [removed: 1.26] [added: 2.33] | | | | | $ | [removed: 2.02] [added: (1.55)] | | | | | [added: \-67 | | % | | | |] $ | 3.05 | | | | | $ | [removed: 2.33] [added: (0.72)] | | [added: | | | \-24 | | % | | | | $ | (2.27) | | | | | \-74 | | % |]

| | | | | | | [removed: December 31,] | | | | | | [added: December 31,] | | | | | | [added: December 31,] | | | | | | | | | | | | | | | [added: | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Company Overview | | | [removed: [45](#i34564bdb53784fecaf0e1d67daa7bddb_82)] [added: [46](#i6ca39f6505a147dc9d9f8fceb3ebe33e_79)] | | |

| Business Strategy | | | [removed: [46](#i34564bdb53784fecaf0e1d67daa7bddb_85)] [added: [47](#i6ca39f6505a147dc9d9f8fceb3ebe33e_82)] | | |

| Key Transactions | | | [removed: [47](#i34564bdb53784fecaf0e1d67daa7bddb_88)] [added: [48](#i6ca39f6505a147dc9d9f8fceb3ebe33e_85)] | | |

| Key Performance Indicators, Trends and Uncertainties | | | [removed: [48](#i34564bdb53784fecaf0e1d67daa7bddb_91)] [added: [48](#i6ca39f6505a147dc9d9f8fceb3ebe33e_88)] | | |

| Corporate Governance | | | [removed: [49](#i34564bdb53784fecaf0e1d67daa7bddb_94)] [added: [50](#i6ca39f6505a147dc9d9f8fceb3ebe33e_91)] | | |

| Sources and Uses of Cash | | | [removed: [49](#i34564bdb53784fecaf0e1d67daa7bddb_100)] [added: [50](#i6ca39f6505a147dc9d9f8fceb3ebe33e_97)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [50](#i34564bdb53784fecaf0e1d67daa7bddb_103)] [added: [51](#i6ca39f6505a147dc9d9f8fceb3ebe33e_100)] | | |

[removed: | Seniors] [added: Seniors] Housing [removed: Operating | | | [53](#i34564bdb53784fecaf0e1d67daa7bddb_118) | | |][added: Operating]

| Non-Segment/Corporate | | | [removed: [59](#i34564bdb53784fecaf0e1d67daa7bddb_127)] [added: [61](#i6ca39f6505a147dc9d9f8fceb3ebe33e_124)] | | |

| Non-GAAP Financial Measures | | | [removed: [60](#i34564bdb53784fecaf0e1d67daa7bddb_133)] [added: [61](#i6ca39f6505a147dc9d9f8fceb3ebe33e_130)] | | |

Welltower™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States [removed: (“U.S.”),] [added: (U.S.),] Canada and the United Kingdom [removed: (“U.K.”),] [added: (U.K.),] consisting of seniors housing and post-acute communities and outpatient medical properties.

The following table summarizes our consolidated portfolio for the year ended December 31, [removed: 2020] [added: 2021] (dollars in thousands):

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 [removed: and availability] of [removed: vaccines and the success of ongoing vaccination deployment efforts in our facilities and the geographic areas in which we operate,] [added: 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, [added: the overall pace of recovery,] among others.

[removed: Occupancy metrics] [added: (1) Spot occupancy] represents approximate [removed: spot] [added: month end] occupancy [removed: as reported by] [added: at] our [removed: operators] [added: share] for [added: 546] properties in operation as of [removed: February 29,] [added: December 31,] 2020, including unconsolidated properties but excluding acquisitions, executed [removed: dispositions and] [added: dispositions,] development conversions [removed: since such date.][added: and one property closed for redevelopment.]

Our Triple-net operators are experiencing similar [added: trends related to] occupancy [removed: declines] and operating costs as described above with respect to our Seniors Housing Operating properties.

Many of our Triple-net operators received funds under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) Paycheck Protection [removed: Program.][added: Program and Provider Relief Fund.]

[removed: Our] [added: During the early stages of the pandemic in 2020, our] Outpatient Medical tenants [removed: have] experienced temporary medical practice closures or decreases in revenue due to government-imposed restrictions on elective medical procedures, stay at home orders or decisions by patients to delay [removed: treatments which may continue to adversely affect their ability to make contractual rent payments.][added: treatments.]

We [removed: will continue to evaluate] [added: evaluated] each request on a case-by-case basis [removed: and] [added: to] determine if a form of rent relief [removed: is] [added: was] warranted following an examination of the [removed: tenant’s] [added: tenant's] financial health, rent coverage, current operating situation and other factors.

[removed: Since then] [added: During the year ended December 31, 2021,] we have [removed: collected approximately 99% of Outpatient Medical] [added: continued to collect virtually all] rent due [added: from tenants] in [removed: the second half of the year,] [added: our Outpatient Medical portfolio,] with uncollected amounts primarily attributable to local jurisdictions with COVID-19 related ordinances providing temporary rent relief to tenants.

To the extent [removed: that deferred rent is not repaid as expected, or] the prolonged impact of the COVID-19 pandemic causes operators or tenants to seek further modifications of their lease agreements, we may recognize reductions in revenue and increases in uncollectible receivables.

For the year ended December 31, [removed: 2020,] [added: 2021,] resident fees and services and rental income represented 67% and [removed: 31%,] [added: 29%,] respectively, of total revenues.

[added: 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.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $1,545,046,000] [added: $269,265,000] of cash and cash equivalents, [removed: $475,997,000] [added: $77,490,000] of restricted cash and [removed: $3,000,000,000] [added: $3,675,000,000] of available borrowing capacity under our unsecured revolving credit facility.

*Capital* The following summarizes key capital transactions that occurred during the year ended December 31, [removed: 2020:][added: 2021:]

- In [removed: June 2020,] [added: March 2021,] we completed the issuance of [removed: $600,000,000] [added: $750,000,000] senior unsecured notes bearing interest at [removed: 2.75%] [added: 2.80%] with a maturity date of [removed: January] [added: June] 2031.

- We extinguished [removed: $632,288,000] [added: $132,031,000] of secured debt at a blended average interest rate of [removed: 2.21%] [added: 5.86%] throughout [removed: 2020.][added: 2021.]

*Investments* The following summarizes property acquisitions and joint venture investments completed during the year ended December 31, [removed: 2020] [added: 2021] (dollars in thousands):

| | | | | | | Properties | | | | | | [removed: Investment] [added: Book] Amount(1) | | | | | | Capitalization Rates(2) | | | [removed: | | | Book Amount(3) | | |]

[removed: (3)] [added: (1)] Represents amounts recorded in [added: net] real [removed: property] [added: estate investments] including fair value adjustments pursuant to U.S. GAAP.

*Dispositions* The following summarizes property dispositions completed during the year ended December 31, [removed: 2020] [added: 2021] (dollars in thousands):

| | | | | | | Properties | | | | | | Proceeds(1) | | | | | | [removed: Capitalization Rates(2)] [added: Book Amount(2)] | | | | | | [removed: Book Amount(3)] [added: Capitalization Rates(3)] | | |

[removed: (2)] [added: (3)] Represents annualized contractual income that was being received in cash at date of disposition divided by disposition proceeds.

[removed: (3)] [added: (2)] Represents carrying value of net real estate assets at time of disposition.

*Dividends* [removed: On February 9, 2021, the] [added: Our] Board of Directors declared a cash dividend for the quarter ended December 31, [removed: 2020] [added: 2021] of $0.61 per [removed: share, consistent with the cash dividends for the quarters ended September 30, June 30 and March 31, 2020, representing a 30% decrease from the $0.87 per share dividend for the quarter ended December 31, 2019.][added: share.]

*Operating Performance* We believe that net income and net income attributable to common stockholders (“NICS”) per the [removed: Statement] [added: Consolidated Statements] of Comprehensive Income are the most appropriate earnings measures.

The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890.

| Contractual Obligations | | | [51](#i6ca39f6505a147dc9d9f8fceb3ebe33e_103) | | |

| Capital Structure | | | [52](#i6ca39f6505a147dc9d9f8fceb3ebe33e_106) | | |

| Summary | | | [53](#i6ca39f6505a147dc9d9f8fceb3ebe33e_112) | | |

| Seniors Housing Operating | | | [54](#i6ca39f6505a147dc9d9f8fceb3ebe33e_115) | | |

| Triple-net | | | [57](#i6ca39f6505a147dc9d9f8fceb3ebe33e_118) | | |

| Outpatient Medical | | | [59](#i6ca39f6505a147dc9d9f8fceb3ebe33e_121) | | |

| Critical Accounting Policies and Estimates | | | [67](#i6ca39f6505a147dc9d9f8fceb3ebe33e_148) | | |

| Seniors Housing Operating | | | | | | $ | 683,906 | | | | | 34.7 | | % | | | | 721 | | |

| Triple-net | | | | | | 841,122 | | | | | | 42.6 | | % | | | | 624 | | |

| Outpatient Medical | | | | | | 448,350 | | | | | | 22.7 | | % | | | | 306 | | |

| Totals | | | | | | $ | 1,973,378 | | | | | 100.0 | | % | | | | 1,651 | | |

Spot occupancy has steadily increased in recent months, with 94% of communities open for new admissions and nearly all communities allowing visitors, in-person tours and communal dining and activities as of December 31, 2021.

Rapid distribution and a high acceptance rate of COVID-19 vaccinations by residents within assisted living and memory care facilities in the U.S. and U.K. have resulted in a significant decrease in total resident case counts across the portfolio from peak levels in mid-January 2021, however, resident case counts have increased in December 2021 as a result of highly transmissible variants.

During the year ended December 31, 2021, we collected approximately 94% of rent due from operators under Triple-net lease agreements (primarily seniors housing and post-acute care facilities).

No significant rent deferrals or rent concessions have been made during the year ended December 31, 2021.

We evaluate leases individually and recognize rent on a cash basis if collectibility of substantially all contractual rent payments is not probable.

In some instances, these factors caused tenants to seek modifications of contractual

rent obligations.

Virtually all deferred rent related to 2020 deferrals has been paid.

- In April 2021, we repaid our $339,128,000 of our 3.75% senior unsecured notes due March 2023, $334,624,000 of our 3.95% senior unsecured notes due September 2023, and $15,000,000 of our term loan due April 2022.

*•*In June 2021, we closed on a new $4,700,000,000 unsecured credit facility with improved pricing across our line of credit and terminated the existing unsecured credit facility.

The credit facility includes $4,000,000,000 of revolving credit capacity at a borrowing rate of 77.5 basis points ("bps") over LIBOR, $500,000,000 of USD term loan capacity at a borrowing rate of 90.0 bps over LIBOR and $250,000,000 CAD term loan capacity at 90.0 bps over CDOR.

- In June 2021, we repaid the remaining $845,000,000 of our term loan due April 2022.

- In June 2021, we completed the issuance of $500,000,000 senior unsecured notes bearing interest at 2.05% with a maturity date of January 2029.

*•*In July 2021, we entered into an amended and restated ATM Program (as defined below) pursuant to which we may offer and sell up to $2,500,000,000 of common stock from time to time.

During 2021, we sold 34,854,598 shares of common stock under our current and previous ATM Programs via forward sale agreements which are expected to generate gross proceeds of approximately $2,820,855,000, of which 29,667,348 shares have been settled resulting in $2,385,683,000 of gross proceeds during the year ended December 31, 2021.

- In November 2021, we completed the issuance of $500,000,000 senior unsecured notes bearing interest at 2.75% with a maturity date of January 2032.

| Seniors Housing Operating | | | | | | 151 | | | | | | $ | 3,138,988 | | | | | 5.1% | | |

| Triple-net | | | | | | 35 | | | | | | 898,167 | | | | | | 6.1% | | |

| Outpatient Medical | | | | | | 19 | | | | | | 403,458 | | | | | | 5.5% | | |

| Totals | | | | | | 205 | | | | | | $ | 4,440,613 | | | | | 5.2% | | |

| Seniors Housing Operating | | | | | | 12 | | | | | | $ | 118,590 | | | | | $ | 112,837 | | | | | 4.8% | | |

| Triple-net | | | | | | 51 | | | | | | 625,478 | | | | | | 486,369 | | | | | | 7.2% | | |

| Outpatient Medical | | | | | | 11 | | | | | | 326,254 | | | | | | 229,660 | | | | | | 5.3% | | |

| Totals | | | | | | 74 | | | | | | $ | 1,070,322 | | | | | $ | 828,866 | | | | | 6.4% | | |

On March 8, 2022, we will pay our 203rd consecutive quarterly dividend payment to stockholders of record on March 1, 2022.

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The following selected financial data for the five years ended December 31, 2020 are derived from our audited consolidated financial statements (in thousands, except per share data):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | |

| Operating Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | | | | $ | 4,281,160 | | | | | $ | 4,316,641 | | | | | $ | 4,700,499 | | | | | $ | 5,121,306 | | | | | $ | 4,605,967 | |

| Total expenses | | | | | | 3,571,907 | | | | | | 4,017,025 | | | | | | 4,277,009 | | | | | | 4,578,414 | | | | | | 4,637,519 | | |

| Income from continuing operations before income taxes and other items | | | | | | 709,253 | | | | | | 299,616 | | | | | | 423,490 | | | | | | 542,892 | | | | | | (31,552) | | |

| Income tax (expense) benefit | | | | | | 19,128 | | | | | | (20,128) | | | | | | (8,674) | | | | | | (2,957) | | | | | | (9,968) | | |

| Income (loss) from unconsolidated entities | | | | | | (10,357) | | | | | | (83,125) | | | | | | (641) | | | | | | 42,434 | | | | | | (8,083) | | |

| Gain (loss) on real estate dispositions, net | | | | | | 364,046 | | | | | | 344,250 | | | | | | 415,575 | | | | | | 748,041 | | | | | | 1,088,455 | | |

| Income from continuing operations | | | | | | 1,082,070 | | | | | | 540,613 | | | | | | 829,750 | | | | | | 1,330,410 | | | | | | 1,038,852 | | |

| Preferred stock dividends | | | | | | 65,406 | | | | | | 49,410 | | | | | | 46,704 | | | | | | — | | | | | | — | | |

| Preferred stock redemption charge | | | | | | — | | | | | | 9,769 | | | | | | — | | | | | | — | | | | | | — | | |

| Net income (loss) attributable to noncontrolling interests | | | | | | 4,267 | | | | | | 17,839 | | | | | | 24,796 | | | | | | 97,978 | | | | | | 60,008 | | |

| Other Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 358,275 | | | | | | 367,237 | | | | | | 373,620 | | | | | | 401,845 | | | | | | 415,451 | | |

| Diluted | | | | | | 360,227 | | | | | | 369,001 | | | | | | 375,250 | | | | | | 403,808 | | | | | | 417,387 | | |

| Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income from continuing operations | | | | | | $ | 3.02 | | | | | $ | 1.47 | | | | | $ | 2.22 | | | | | $ | 3.31 | | | | | $ | 2.50 | |

| Net income attributable to common stockholders | | | | | | $ | 2.83 | | | | | $ | 1.26 | | | | | $ | 2.03 | | | | | $ | 3.07 | | | | | $ | 2.36 | |

| Diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income from continuing operations | | | | | | $ | 3.00 | | | | | $ | 1.47 | | | | | $ | 2.21 | | | | | $ | 3.29 | | | | | $ | 2.49 | |

| Cash distributions per common share | | | | | | $ | 3.44 | | | | | $ | 3.48 | | | | | $ | 3.48 | | | | | $ | 3.48 | | | | | $ | 2.70 | |

| Balance Sheet Data | | | | | | 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | |

| Net real estate investments(2) | | | | | | $ | 26,563,629 | | | | | $ | 26,171,077 | | | | | $ | 28,420,769 | | | | | $ | 31,119,271 | | | | | $ | 28,474,947 | |

| Total assets | | | | | | 28,865,184 | | | | | | 27,944,445 | | | | | | 30,342,072 | | | | | | 33,380,751 | | | | | | 32,483,642 | | |

| Total debt and lease obligations(2) | | | | | | 12,358,245 | | | | | | 11,731,936 | | | | | | 13,297,144 | | | | | | 15,388,765 | | | | | | 14,216,986 | | |

| Total liabilities | | | | | | 13,185,279 | | | | | | 12,643,799 | | | | | | 14,331,427 | | | | | | 16,398,247 | | | | | | 15,258,580 | | |

| Total preferred stock | | | | | | 1,006,250 | | | | | | 718,503 | | | | | | 718,498 | | | | | | — | | | | | | — | | |

| Total equity | | | | | | 15,281,472 | | | | | | 14,925,452 | | | | | | 15,586,599 | | | | | | 16,506,627 | | | | | | 16,881,572 | | |

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

| (2) Effective January 1, 2019, we adopted new guidance on leases using the prospective method. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Contractual Obligations | | | [51](#i34564bdb53784fecaf0e1d67daa7bddb_106) | | |

| Capital Structure | | | [51](#i34564bdb53784fecaf0e1d67daa7bddb_109) | | |

| Summary | | | [52](#i34564bdb53784fecaf0e1d67daa7bddb_115) | | |

| Triple-net | | | [55](#i34564bdb53784fecaf0e1d67daa7bddb_121) | | |

| Outpatient Medical | | | [57](#i34564bdb53784fecaf0e1d67daa7bddb_124) | | |

We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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 [removed: 10, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

Description of the Matter At December 31, [removed: 2020,] [added: 2021,] the Company’s net real property owned was approximately [removed: $27.6] [added: $30.7] billion.

[added: 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.

Description of the Matter During [removed: 2020,] the [added: year ended December 31, 2021, the] Company completed approximately [removed: $904 million] [added: $4.1 billion] of real estate acquisitions.

| | | | | | | December 31, [added: 2021 | | | | | | December 31,] 2020 | | | | | | December 31, 2019 | | |

| Land and land improvements | | | | | | $ | [removed: 3,440,650] [added: 3,968,430] | | | | | $ | [removed: 3,486,620] [added: 3,440,650] | |

| Buildings and improvements | | | | | | [removed: 28,024,971] [added: 31,062,203] | | | | | | [removed: 29,163,305] [added: 28,024,971] | | |

| Acquired lease intangibles | | | | | | [removed: 1,500,030] [added: 1,789,628] | | | | | | [removed: 1,617,051] [added: 1,500,030] | | |

| Real property held for sale, net of accumulated depreciation | | | | | | [removed: 216,613] [added: 134,097] | | | | | | [removed: 1,253,008] [added: 216,613] | | |

| Construction in progress | | | | | | [removed: 487,742] [added: 651,389] | | | | | | [removed: 507,931] [added: 487,742] | | |

| Less accumulated depreciation and amortization | | | | | | [removed: (6,104,297)] [added: (6,910,114)] | | | | | | [removed: (5,715,459)] [added: (6,104,297)] | | |

| Net real property owned | | | | | | [removed: 27,565,709] [added: 30,695,633] | | | | | | [removed: 30,312,456] [added: 27,565,709] | | |

| Right of use assets, net | | | | | | [removed: 465,866] [added: 522,796] | | | | | | [removed: 536,433] [added: 465,866] | | |

| Real estate loans receivable, net of credit allowance | | | | | | [removed: 443,372] [added: 1,068,681] | | | | | | [removed: 270,382] [added: 443,372] | | |

| Net real estate investments | | | | | | [removed: 28,474,947] [added: 32,287,110] | | | | | | [removed: 31,119,271] [added: 28,474,947] | | |

| Investments in unconsolidated entities | | | | | | [removed: 946,234] [added: 1,039,043] | | | | | | [removed: 583,423] [added: 946,234] | | |

| Cash and cash equivalents | | | | | | [removed: 1,545,046] [added: 269,265] | | | | | | [removed: 284,917] [added: 1,545,046] | | |

| Restricted cash | | | | | | [removed: 475,997] [added: 77,490] | | | | | | [removed: 100,849] [added: 475,997] | | |

| Straight-line rent receivable | | | | | | [removed: 344,066] [added: 365,643] | | | | | | [removed: 466,222] [added: 344,066] | | |

| Receivables and other assets | | | | | | [removed: 629,031] [added: 803,453] | | | | | | [removed: 757,748] [added: 629,031] | | |

| Total other assets | | | | | | [removed: 4,008,695] [added: 2,623,215] | | | | | | [removed: 2,261,480] [added: 4,008,695] | | |