Welltower (WELL) 10-K risk factor changes: FY2022 vs FY2021

- our reliance on data and technology systems and the increasing risks of cybersecurity incidents; [removed: and]

- our dependence on key [removed: personnel.][added: personnel; and]

- our limited [added: ability to] use [removed: of TRSs] [added: taxable REIT subsidiaries] under the Code;

- tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true [removed: leases; and][added: leases";]

- changes in our tax rate or exposure to additional tax [removed: liabilities.][added: liabilities; and]

[removed: The events and consequences discussed in these risk factors could, in circumstances we] [added: In particular, the ongoing COVID-19 pandemic] may [removed: not be able] [added: continue] to [removed: accurately predict, recognize or control, have a material adverse effect on] [added: adversely affect] our business, [added: results of operations,] growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price.

The COVID-19 pandemic has [removed: subjected] [added: had adverse effects on] our business, operations and financial [removed: condition to a number of risks, including but not limited to those discussed below:][added: condition, including:]

Such a decrease [removed: could] [added: would] affect the [removed: net] operating income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make [removed: contractual] payments to us.

[removed: although we collected virtually all rent due] [added: We remain subject to a number of other risks relating to COVID-19, including a decline] in the [removed: fourth quarter of 2021,] rental income in our Outpatient Medical segment [removed: may decrease] if our tenants do not renew leases or do not make timely or full lease payments as a result of medical practice closures or decreases in revenue due to government imposed restrictions on elective medical procedures or decisions by patients to delay [removed: treatments.][added: treatments; concessions such as rent deferrals or rent abatements that we may offer certain tenants across our Triple-net and Outpatient Medical segments; and our increased exposure to COVID-19 related litigation and publicity risks if the operators or tenants of the relevant facilities are subject to bankruptcy or insolvency.]

- [removed: *Risks Related to Operations:* Across all of our properties, we and our operators and tenants have incurred] increased operational costs [added: incurred by us and our operators across all of our properties] as a result of [removed: the introduction of] public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and [removed: tenants related to] [added: tenants, unique pressures on seniors housing and medical practice employees during] the COVID-19 [removed: pandemic,] [added: pandemic] including [removed: increases in] labor [added: shortages resulting from macroeconomic trends, decreased employee morale] and [removed: property cleaning expenses] [added: productivity as a result of difficult conditions] and [removed: expenditures] [added: stress] related to [removed: efforts] [added: the COVID-19 pandemic, and higher operator and tenant cost of insurance and such insurance may not cover certain claims related] to [removed: procure PPE] [added: COVID-19;] and [removed: supplies.]

We [removed: may] face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors.

We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or [removed: entities.][added: entities, including our 85/15 joint venture with Integra Healthcare Properties.]

However, as the owner of the property under a RIDEA structure, we are responsible for operational and legal risks and liabilities of the property, including, [removed: but not limited to,] those relating to employment matters of our operators, compliance with health care fraud and abuse and other laws, governmental reimbursement matters, compliance with federal, state, local and industry-related licensure, certification and inspection laws, regulations, and standards, and litigation involving our properties or residents/patients, even though we have limited ability to control or influence our operators’ management of these risks.

Further, our taxable REIT subsidiary (“TRS”) is generally required to hold the applicable health care license and enroll in the applicable government health care programs (e.g., Medicare- and Medicaid), which subjects us to potential liability under various health care [removed: regulatory] laws.

Penalties for failure to comply with applicable laws may include loss or suspension of licenses and certificates of need, certification or accreditation, exclusion from government health care programs (e.g., Medicare and [removed: Medicaid), administrative sanctions and civil monetary penalties.]

In addition to operational challenges [removed: related] [added: that continue] to [added: impact us as a result of] the COVID-19 pandemic, these risks include fluctuations in occupancy experienced during the normal course of business, Medicare and Medicaid reimbursement, if applicable, and private pay rates; economic conditions; [added: the availability and increases in the cost of labor (as a result of unionization or otherwise);] competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; the availability and increases in cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; [added: and] federal and state housing laws and regulations, including rent and eviction restrictions [removed: related to] [added: imposed during] the COVID-19 [removed: pandemic; and the availability and increases in the cost of labor (as a result of unionization or otherwise).][added: pandemic.]

We have rights to terminate our management agreements with operators, in whole or with respect to specific properties under certain circumstances, and we may be unable to replace [added: operators] if our management agreements are terminated or not renewed

We are [removed: parties] [added: party] to long-term management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management, accounting and other services with respect to our Seniors Housing Operating properties.

Operating [added: and borrowing] costs [added: have increased, and are expected to] continue to [removed: increase] [added: increase,] for our operators and tenants.

In particular, our operators' and tenants' businesses [removed: are vulnerable to] [added: have experienced] increases in labor costs resulting from shortages of medical and non-medical staff.

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

[removed: During the COVID-19 pandemic, in] [added: In] many geographic areas the [removed: lack of availability] [added: scarcity] of specialized medical personnel, experienced senior care professionals and other workers has been a significant operating issue affecting a wide range of healthcare providers and senior care and housing facilities.

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

We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that meet our expected yields and fulfill their obligations to [removed: us, including but not limited to the results of the COVID-19 pandemic.][added: us.]

[removed: In addition to the impact of the COVID-19 pandemic, our] [added: Our] business and operations [added: were significantly impacted by the COVID-19 pandemic and] are exposed to risks from [added: COVID-19,] severe cold and flu seasons or the occurrence of [added: other] epidemics or [removed: any] other widespread illnesses.

Our revenues and our operators' revenues are dependent on occupancy and the occupancy of our Seniors Housing Operating and Triple-net properties could significantly decrease in the event of a severe cold and flu season, [removed: an epidemic] [added: a resurgence of COVID-19] or [removed: any] other widespread illness.

[removed: Such] [added: -] a [removed: decrease] [added: decline in spot occupancy in our Seniors Housing Operating portfolio from 85.8% at February 29, 2020 to the pandemic-low of 72.6% on March 12, 2021 and a possibility of continued decline, which] could affect the [added: net] operating income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make [added: contractual] payments to [removed: us.][added: us;]

As [added: we] experienced during the COVID-19 pandemic, a future flu or other pandemic could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for [removed: residents,] [added: residents or see a reduction in occupancy,] and adversely affect their ability to meet their obligations to us, which would have a material adverse effect on our financial results.

[removed: From time] [added: In order] to [removed: time,] [added: maintain current revenues and continue generating attractive returns,] we [removed: will have] [added: seek to reinvest] cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties, including non-elective [removed: dispositions, under the terms of master leases or similar financial support arrangements.][added: dispositions in a timely manner.]

As of December 31, [removed: 2021,] [added: 2022,] Sunrise managed [removed: 110] [added: 109] of our Seniors Housing Operating properties.

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

We have operations in the U.K. and Canada which represent [removed: 11.7%] [added: 9.5%] and [removed: 8.9%] [added: 7.9%] of total Welltower revenues, respectively.

As of December 31, [removed: 2021,] [added: 2022,] Revera managed [removed: 85] [added: 78] of our Seniors Housing Operating properties in Canada, representing a significant portion of our [removed: revenues,] [added: revenues in Canada,] and also owned a controlling interest in Sunrise.

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, [removed: but not limited to,] 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 [removed: 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.]

Since January 1, 2014, the Health Reform Laws have provided those states that expand their Medicaid coverage to otherwise [removed: eligible] [added: ineligible] state residents with incomes at or below 138% of the federal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met.

[removed: Nevertheless, the] [added: The] status of the Health Reform Laws may be subject to change and other health reform measures could be implemented as a result of political, legislative, regulatory, and administrative developments and judicial proceedings.

Further [added: the] impact that the [removed: Biden Administration or U.S. Congress] [added: recent change of control of the House and future changes in the federal government] may have on health reform (including through new legislative, executive [removed: 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.

These laws and regulations include, among others: laws protecting consumers against deceptive practices; laws relating to the operation of our properties and how our tenants and operators conduct their business, such as fire, health and safety, data security and privacy laws; federal and state laws affecting hospitals, clinics and other health care communities that participate in both Medicare and Medicaid that specify reimbursement rates, pricing, reimbursement procedures and limitations, quality of services and care, background checks, food service and physical plants, and similar foreign laws regulating the health care industry; resident rights laws (including abuse and neglect laws) and fraud laws; anti-kickback and physician referral laws; the [removed: ADA] [added: Americans with Disabilities Act of 1990] and similar state and local laws; and safety and health standards set by the Occupational Safety and Health Administration or similar foreign agencies.

State and local laws also may regulate the expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or other [added: similar approval from a state agency.]

Employment related class action lawsuits have increased in recent years, including [removed: 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.

- Welltower's holding company status.

- Welltower OP's ability to maintain status of a partnership;

- the impact of tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes;

- the tax imposed on any net income from "prohibited transactions";

- the impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022.

In addition, limited development during the COVID-19 pandemic has reduced the number of new properties becoming available.

Medicaid), administrative sanctions and civil monetary penalties.

These risks are magnified where we lease multiple properties to a

- increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures, restrictions on the movement of people and remote or hybrid work schedules, which adversely impact employee productivity and morale and introduce additional operations risk, including cybersecurity risks.

Although the COVID-19 pandemic has subsided from its peaks, any resurgence of the pandemic, outbreaks of new variants, changes in the effectiveness of vaccines, boosters and treatments, and adoptions of new public health measures may reintroduce the risks relating to the potential impact of the COVID-19 pandemic on us.

Additionally, there remains uncertainty regarding the implementation and impact of COVID-19 relief legislation, such as the Coronavirus Aid Relief, and Economic Security Act and the Paycheck Protection Program and Health Care Enhancement Act, and possible government audits and investigations related to our receipt and use of such relief funds.

lenders to provide financing; regional or country-specific business cycles and political and economic instability; and failure to comply with applicable laws and regulations in the U.S. that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act.

Further, our operations in the U.K. may be adversely impacted by global and local economic volatility experienced as a result of geopolitical tensions or conflicts, such as the ongoing conflict between Russia and Ukraine, rising inflation and interest rates, the energy crisis that has seen supply shortages and higher oil, gas and electricity prices, labor market challenges affecting the recruitment and retention of employees.

Although our properties are less affected by the commercial real estate market trends, this limitation could be exacerbated by the current decline of commercial real estate as a result of high interest rates, inflation and declining property values across sectors.

In addition, if a partial or total federal government shutdown were to occur for a prolonged period of time, federal government payment obligations, including its obligations under Medicaid and Medicare, may be delayed.

Similarly, if state government shutdowns were to occur, state payment obligations may be delayed.

If the federal or state governments fail to make payments under these programs on a timely basis, our business could suffer, and our financial position, results of operations or cash flows may be materially affected.

The federal government substantially funds the Medicaid expansion and as of December 2022, the number of states implementing expansion has grown to more than 75% of all states.

Moreover, an increase in volatility and difficulty predicting adverse weather events, such as the changes in tornado patterns in recent years, may result in additional losses.

Welltower is a holding company with no direct operations, and it relies on funds received from Welltower OP to pay its obligations and make distributions to stockholders

Welltower is a holding company with no direct operations.

All of Welltower's property ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in Welltower OP.

As a result, Welltower relies on distributions from Welltower OP to make dividend payments and meet its obligations, including any tax liability on taxable income allocated to Welltower from Welltower OP.

Welltower exercises exclusive control over Welltower OP, including the authority to cause Welltower OP to make distributions, subject to certain limited approval and voting rights of Welltower OP's other members as described in the Limited Liability Agreement.

In addition, because Welltower is a holding company, your claims as stockholders are structurally subordinated to all existing and future liabilities and obligations to preferred equity holders of Welltower OP and its subsidiaries.

Therefore, in the event of a bankruptcy, insolvency, liquidation or reorganization of Welltower OP or its subsidiaries, assets of Welltower OP or the applicable subsidiary will be available to satisfy any claims of our stockholders only after such liabilities and obligations have been satisfied in full.

Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.751% as of December 31, 2022.

In connection with our future acquisition activities or otherwise, Welltower OP may issue additional Class A Common Units ("OP Units") to third parties and admit additional members.

Such issuances would reduce Welltower's percentage ownership in Welltower OP.

Higher interest rates may also lead purchasers of our common stock to demand a greater annual dividend yield, which could adversely affect the market price of our common stock and could result in increased capitalization rates, which may lead to reduced valuation of our assets.

We may from time to time seek to manage our exposure to interest rate volatility with hedging arrangements, which involve additional risks, including the risks that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may reduce the benefits to us if interest rates decline.

Developing and implementing an interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations and there can be no assurance that our hedging activities will be effective.

Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely affect our business, financial condition and results of operations.

Failure of Welltower OP to maintain status as a partnership for U.S. federal income tax purposes

We believe Welltower OP qualifies as a partnership for U.S. federal income tax purposes.

As a partnership, Welltower OP is generally not subject to U.S. federal income tax on its income.

Instead, each of the partners is allocated its share of Welltower OP's income.

We cannot assure you, however, that the IRS will not challenge the status of Welltower OP as a partnership for U.S. federal income tax purposes.

If the IRS were to successfully challenge the status of Welltower OP as a partnership, it would be taxable as a corporation.

In such event, this would reduce the amount of distributions that Welltower OP could make.

- the effects of the COVID-19 pandemic;

- uncertainty regarding the implementation and impact of the CARES Act and future stimulus or other COVID-19 relief legislation;

- any failure, inability or unwillingness by ProMedica Health System to satisfy obligations under their agreements with us;

- changes affecting the availability of LIBOR;

The ongoing COVID-19 pandemic may continue to adversely affect our business, results of operations and financial condition.

We are unable to accurately predict the full impact that the COVID-19 pandemic will have on our results of operations, financial condition, liquidity and cash flows due to numerous factors that are not within our control.

These factors include the duration and severity of the outbreak, including the impact of new variants; the continued deployment of vaccines and boosters; the effectiveness of 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.

- *Risks Related to Revenue:* Our revenues and our operators' revenues are dependent on occupancy.

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 77.7% at December 31, 2021.

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

In addition,

As a result of the financial impact of the COVID-19 pandemic on our operators and tenants, we may offer certain tenants concessions such as rent deferrals or rent abatements across our Triple-net and Outpatient Medical segments.

- *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 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 Our ability to terminate our lease with a tenant or management agreement with an operator or manager, and relet the property to another tenant 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 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 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.

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.

Should such events occur, our revenue and operating cash flow may be adversely affected.

Such operational costs may increase in the future based on the duration and severity of the pandemic or the introduction of additional public health regulations.

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

As a result of difficult conditions and stresses related to the COVID-19 pandemic, employee morale and productivity may suffer and additional pay, such as hazard pay, may not be sufficient to retain key operator and tenant employees.

In addition, our operations or those of our operators or tenants may be adversely impacted if a significant number of our employees or those of our operators or tenants contract COVID-19.

Although we continue to undertake extensive efforts to ensure the safety of our employees and residents and to provide operator 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 operators and tenants.

As a result of the COVID-19 pandemic, operator and tenant cost of insurance is expected to increase and such insurance may not cover certain claims related to COVID-19.

Our exposure to COVID-19 related litigation risk may be increased if the operators or tenants of the relevant facilities are subject to bankruptcy or insolvency.

In addition, to varying degrees during the course of the 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, many of our employees are currently working remote or hybrid schedules.

The effects of such work arrangements for an extended period of time could impact employee productivity and morale and introduce additional operational risk, including but not limited to cybersecurity risks.

- *Risks Related to Liquidity:* If our access to capital is restricted or our borrowing costs increase as a result of developments in financial markets relating to the pandemic, our operations and financial condition could be adversely impacted.

In addition, a prolonged period of decreased revenue 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.

Future downgrades could adversely affect our cost of capital, liquidity, competitive position and access to capital markets.

As the COVID-19 pandemic continues to adversely affect our operating and financial results, it may also have the effect of heightening many of the other risks described in the risk factors in this Annual Report on Form 10-K.

There remains uncertainty regarding the implementation and impact of the CARES Act and any future stimulus or other COVID-19 relief legislation.

There can be no assurance as to the amount of financial assistance we and our operators will receive or that we will be able to comply with the terms and conditions to keep such assistance.

In response to the COVID-19 pandemic, the Coronavirus Aid Relief, and Economic Security Act ("CARES Act") and the Paycheck Protection Program and Health Care Enhancement Act ("PPPHCE Act"), signed into law on March 20, 2020, and April 24, 2020, respectively, authorized $175 billion in funding to be distributed to healthcare providers, including assisted living facilities.

These funds, distributed through the Provider Relief Fund and administered by the Department of Health and Human Services, are required to be used to prevent, prepare for and respond to COVID-19 and reimburse expenses or lost revenues attributable the COVID-19 pandemic.

Although these distributions are not subject to repayment, attestation and compliance with certain terms and conditions including detailed reporting and auditing are required.

Any funds that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living portfolio that are attributable to the COVID-19 pandemic.

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.

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

| | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | | | |

| Debt transferred out | | | | | | [removed: —] [added: (32,478)] | | | | | | [removed: —%] [added: 4.79%] | | | | | | — | | | | | | —% | | | | | | [removed: (12,072)] [added: —] | | | | | | [removed: 3.89%] [added: —%] | | |

[removed: Triple-net][added: | Triple-net: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: | | |] [added: (in thousands)] | | | Three Months Ended | | | | | | | | | | | | [removed: Change] | | | | | | | | | | | | [removed: Year Ended] | | | | | | | | | | | | [removed: Change] | | | | | | | | | [added: | | | Year Ended | | | | | | | | |]

| | | | | | | December 31, [removed: 2021 | | | | | | December 31, 2020 | | | | | | $] [added: 2022] | | | | | | [removed: %] | | | | | | December 31, 2021 | | | | | | [removed: December 31, 2020] | | | | | | [removed: $] [added: December 31, 2020] | | | | | | [removed: %] | | |

(1) Relates to [removed: 554] [added: 361] properties for the QTD Pool and [removed: 547] [added: 349] properties for the YTD Pool.

| | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | $ | | | | | | % | | | | | | [removed: 2019] [added: 2020] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| [removed: Other expenses: | | | | | | | | |] [added: Other(4)] | | | | | | [added: (7)] | | | | | | [added: (3)] | | | | | | [added: —] | | | | | | [added: (10)] | | | | | | [added: (7)] | | | | | | [added: (3)] | | | | | | [added: —] | | | | | | [added: (10)] | | |

| [removed: | | |] Loss (gain) on derivatives and financial instruments, net | | | | | | [removed: (7,333) | | | | | | 11,049 | | | | | | (18,382) | | | | | | \-166 | | % | | | | (4,399) | | | | | | 15,448 | | | | | | 351] [added: 8,334] | | [removed: %] | | | | [removed: (2,934)] [added: (7,333)] | | | | | | [removed: \-67] [added: 11,049] | | [removed: %] |

During the year ended December 31, [removed: 2020,] [added: 2022,] we [removed: recorded] [added: recognized an] impairment [removed: charges] [added: charge] of [removed: $34,867,000] [added: $761,000] related to one held for [removed: sale and four held for] use [removed: properties.][added: property.]

The following is a summary of our consolidated [removed: Triple-net] [added: Outpatient Medical] construction projects, excluding expansions, pending as of December 31, [removed: 2021] [added: 2022] (dollars in thousands):

| Beginning balance | | | | | | $ | [removed: 123,652] [added: 72,536] | | | | | [removed: 4.91%] [added: 4.57%] | | | | | | $ | [removed: 306,038] [added: 123,652] | | | | | [removed: 3.60%] [added: 4.91%] | | | | | | $ | [removed: 288,386] [added: 306,038] | | | | | [removed: 3.63%] [added: 3.60%] | | |

| Debt extinguished | | | | | | [removed: (46,402)] [added: (39,574)] | | | | | | [removed: 5.43%] [added: 16.68%] | | | | | | [removed: (176,875)] [added: (46,402)] | | | | | | [removed: 2.03%] [added: 5.43%] | | | | | | [removed: —] [added: (176,875)] | | | | | | [removed: —%] [added: 2.03%] | | |

| Principal payments | | | | | | [removed: (4,679)] [added: (879)] | | | | | | [removed: 5.14%] [added: 4.37%] | | | | | | [removed: (4,376)] [added: (4,679)] | | | | | | [removed: 5.16%] [added: 5.14%] | | | | | | [removed: (4,017)] [added: (4,376)] | | | | | | [removed: 5.21%] [added: 5.16%] | | |

| Foreign currency | | | | | | [removed: (35)] [added: —] | | | | | | [removed: 5.43%] [added: —%] | | | | | | [removed: (1,135)] [added: (35)] | | | | | | [removed: 2.97%] [added: 5.43%] | | | | | | [removed: 9,597] [added: (1,135)] | | | | | | [removed: 2.99%] [added: 2.97%] | | |

| Ending balance | | | | | | $ | [removed: 72,536] [added: 39,179] | | | | | [removed: 4.57%] [added: 4.39%] | | | | | | $ | [removed: 123,652] [added: 72,536] | | | | | [removed: 4.91%] [added: 4.57%] | | | | | | $ | [removed: 306,038] [added: 123,652] | | | | | [removed: 3.60%] [added: 4.91%] | | |

| Monthly averages | | | | | | $ | [removed: 117,966] [added: 39,584] | | | | | [removed: 4.90%] [added: 4.39%] | | | | | | $ | [removed: 215,796] [added: 117,966] | | | | | [removed: 3.85%] [added: 4.90%] | | | | | | $ | [removed: 294,080] [added: 215,796] | | | | | [removed: 3.63%] [added: 3.85%] | | |

| | | | Rental income | | | | | | $ | [removed: 613,254] [added: 669,457] | | | | | $ | [removed: 709,584] [added: 613,254] | | | | | $ | [removed: (96,330)] [added: 56,203] | | | | | [removed: \-14] [added: 9] | | % | | | | $ | [removed: 684,602] [added: 709,584] | | | | | $ | [removed: 24,982] [added: (96,330)] | | | | | [removed: 4] [added: \-14] | | % | | | | $ | [removed: (71,348)] [added: (40,127)] | | | | | [removed: \-10] [added: \-6] | | % |

| | | | Other income | | | | | | [removed: 13,243] [added: 8,998] | | | | | | [removed: 4,522] [added: 13,243] | | | | | | [removed: 8,721] [added: (4,245)] | | | | | | [removed: 193] [added: \-32] | | % | | | | [removed: 2,031] [added: 4,522] | | | | | | [removed: 2,491] [added: 8,721] | | | | | | [removed: 123] [added: 193] | | % | | | | [removed: 11,212] [added: 4,476] | | | | | | [removed: 552] [added: 99] | | % |

| | | | Total revenues | | | | | | [removed: 635,289] [added: 678,757] | | | | | | [removed: 720,019] [added: 635,289] | | | | | | [removed: (84,730)] [added: 43,468] | | | | | | [removed: \-12] [added: 7] | | % | | | | [removed: 687,828] [added: 720,019] | | | | | | [removed: 32,191] [added: (84,730)] | | | | | | [removed: 5] [added: \-12] | | % | | | | [removed: (52,539)] [added: (41,262)] | | | | | | [removed: \-8] [added: \-6] | | % |

| Property operating expenses | | | | | | | | | [removed: 186,939] [added: 205,997] | | | | | | [removed: 214,948] [added: 186,939] | | | | | | [removed: (28,009)] [added: 19,058] | | | | | | [removed: \-13] [added: 10] | | % | | | | [removed: 218,793] [added: 214,948] | | | | | | [removed: (3,845)] [added: (28,009)] | | | | | | [removed: \-2] [added: \-13] | | % | | | | [removed: (31,854)] [added: (8,951)] | | | | | | [removed: \-15] [added: \-4] | | % |

| | | | NOI(1) | | | | | | [removed: 448,350] [added: 472,760] | | | | | | [removed: 505,071] [added: 448,350] | | | | | | [removed: (56,721)] [added: 24,410] | | | | | | [removed: \-11] [added: 5] | | % | | | | [removed: 469,035] [added: 505,071] | | | | | | [removed: 36,036] [added: (56,721)] | | | | | | [removed: 8] [added: \-11] | | % | | | | [removed: (20,685)] [added: (32,311)] | | | | | | [removed: \-4] [added: \-6] | | % |

| | | | Depreciation and amortization | | | | | | [removed: 223,302] [added: 239,681] | | | | | | [removed: 261,371] [added: 223,302] | | | | | | [removed: (38,069)] [added: 16,379] | | | | | | [removed: \-15] [added: 7] | | % | | | | [removed: 241,258] [added: 261,371] | | | | | | [removed: 20,113] [added: (38,069)] | | | | | | [removed: 8] [added: \-15] | | % | | | | [removed: (17,956)] [added: (21,690)] | | | | | | [removed: \-7] [added: \-8] | | % |

| | | | Interest expense | | | | | | [removed: 17,506] [added: 18,078] | | | | | | [removed: 17,579] [added: 17,506] | | | | | | [removed: (73)] [added: 572] | | | | | | [removed: —] [added: 3] | | % | | | | [removed: 13,411] [added: 17,579] | | | | | | [removed: 4,168] [added: (73)] | | | | | | [removed: 31] [added: —] | | % | | | | [removed: 4,095] [added: 499] | | | | | | [removed: 31] [added: 3] | | % |

| | | | Loss (gain) on extinguishment of debt, net | | | | | | [removed: (4)] [added: 15] | | | | | | [removed: 1,046] [added: (4)] | | | | | | [removed: (1,050)] [added: 19] | | | | | | [removed: \-100] [added: 475] | | % | | | | [removed: —] [added: 1,046] | | | | | | [removed: 1,046] [added: (1,050)] | | | | | | [removed: n/a] [added: \-100] | | [added: %] | | | | [removed: (4)] [added: (1,031)] | | | | | | [removed: n/a] [added: \-99] | | [added: %] |

| | | | Provision for loan losses, net | | | | | | [removed: (3,463)] [added: (8)] | | | | | | [removed: 3,202] [added: (3,463)] | | | | | | [removed: (6,665)] [added: 3,455] | | | | | | [removed: \-208] [added: 100] | | % | | | | [removed: —] [added: 3,202] | | | | | | [removed: 3,202] [added: (6,665)] | | | | | | [removed: n/a] [added: \-208] | | [added: %] | | | | [removed: (3,463)] [added: (3,210)] | | | | | | [removed: n/a] [added: \-100] | | [added: %] |

| | | | Other expenses | | | | | | [removed: 2,523] [added: 2,537] | | | | | | [removed: 8,218] [added: 2,523] | | | | | | [removed: (5,695)] [added: 14] | | | | | | [removed: \-69] [added: 1] | | % | | | | [removed: 1,788] [added: 8,218] | | | | | | [removed: 6,430] [added: (5,695)] | | | | | | [removed: 360] [added: \-69] | | % | | | | [removed: 735] [added: (5,681)] | | | | | | [removed: 41] [added: \-69] | | % |

| Income from continuing operations before income taxes and other item | | | | | | | | | [removed: 206,275] [added: 211,696] | | | | | | [removed: 213,655] [added: 206,275] | | | | | | [removed: (7,380)] [added: 5,421] | | | | | | [removed: \-3] [added: 3] | | % | | | | [removed: 198,516] [added: 213,655] | | | | | | [removed: 15,139] [added: (7,380)] | | | | | | [removed: 8] [added: \-3] | | % | | | | [removed: 7,759] [added: (1,959)] | | | | | | [removed: 4] [added: \-1] | | % |

| Income (loss) from unconsolidated entities | | | | | | | | | [removed: (4,395)] [added: (2,467)] | | | | | | [removed: 7,312] [added: (4,395)] | | | | | | [removed: (11,707)] [added: 1,928] | | | | | | [removed: \-160] [added: 44] | | % | | | | [removed: 7,061] [added: 7,312] | | | | | | [removed: 251] [added: (11,707)] | | | | | | [removed: 4] [added: \-160] | | % | | | | [removed: (11,456)] [added: (9,779)] | | | | | | [removed: \-162] [added: \-134] | | % |

| Gain (loss) on real estate dispositions, net | | | | | | | | | [removed: 93,348] [added: (6,399)] | | | | | | [removed: 695,918] [added: 93,348] | | | | | | [removed: (602,570)] [added: (99,747)] | | | | | | [removed: \-87] [added: \-107] | | % | | | | [removed: 972] [added: 695,918] | | | | | | [removed: 694,946] [added: (602,570)] | | | | | | [removed: n/a] [added: \-87] | | [added: %] | | | | [removed: 92,376] [added: (702,317)] | | | | | | [removed: n/a] [added: \-101] | | [added: %] |

| Income from continuing operations | | | | | | | | | [removed: 295,228] [added: 202,830] | | | | | | [removed: 916,885] [added: 295,228] | | | | | | [removed: (621,657)] [added: (92,398)] | | | | | | [removed: \-68] [added: \-31] | | % | | | | [removed: 206,549] [added: 916,885] | | | | | | [removed: 710,336] [added: (621,657)] | | | | | | [removed: 344] [added: \-68] | | % | | | | [removed: 88,679] [added: (714,055)] | | | | | | [removed: 43] [added: \-78] | | % |

| Net income (loss) | | | | | | | | | [removed: 295,228] [added: 202,830] | | | | | | [removed: 916,885] [added: 295,228] | | | | | | [removed: (621,657)] [added: (92,398)] | | | | | | [removed: \-68] [added: \-31] | | % | | | | [removed: 206,549] [added: 916,885] | | | | | | [removed: 710,336] [added: (621,657)] | | | | | | [removed: 344] [added: \-68] | | % | | | | [removed: 88,679] [added: (714,055)] | | | | | | [removed: 43] [added: \-78] | | % |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | | | | [removed: 4,916] [added: 7,180] | | | | | | [removed: (278)] [added: 4,916] | | | | | | [removed: 5,194] [added: 2,264] | | | | | | [removed: n/a] [added: 46] | | [added: %] | | | | [removed: 5,194] [added: (278)] | | | | | | [removed: (5,472)] [added: 5,194] | | | | | | [removed: \-105] [added: n/a] | | [removed: %] | | | | [removed: (278)] [added: 7,458] | | | | | | [removed: \-5] [added: n/a] | | [removed: %] |

| Net income (loss) attributable to common stockholders | | | | | | | | | $ | [removed: 290,312] [added: 195,650] | | | | | $ | [removed: 917,163] [added: 290,312] | | | | | $ | [removed: (626,851)] [added: (94,662)] | | | | | [removed: \-68] [added: \-33] | | % | | | | $ | [removed: 201,355] [added: 917,163] | | | | | $ | [removed: 715,808] [added: (626,851)] | | | | | [removed: 355] [added: \-68] | | % | | | | $ | [removed: 88,957] [added: (721,513)] | | | | | [removed: 44] [added: \-79] | | % |

For the [removed: three months] [added: year] ended December 31, [removed: 2021,] [added: 2022,] our consolidated Outpatient Medical portfolio signed [removed: 143,266] [added: 435,000] square feet of new leases and [removed: 203,285] [added: 1,826,000] square feet of renewals.

The weighted-average term of these leases was seven years, with a rate of [removed: $36.65] [added: $38.19] per square foot and tenant improvement and lease commission costs of [removed: $51.78] [added: $26.77] per square foot.

Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 1.0% to [removed: 10.0%.][added: 7.0%.]

The [removed: increase] [added: decrease] in interest income for the year ended December 31, [removed: 2021] [added: 2022] is due primarily to a $178,207,000 first mortgage initiated in August 2020, which was subsequently repaid in full in June of 2021, resulting in the reversal of the previously established allowance for credit losses.

The fluctuation in property operating expenses and depreciation and amortization are primarily attributable to [removed: the significant dispositions] [added: acquisitions and construction conversions] that occurred [removed: in 2020.][added: during 2021 and 2022.]

| Debt assumed | | | | | | 39,574 | | | | | | 16.68% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |

The increase in income from unconsolidated entities during the year ended December 31, 2022 is primarily related to the write off of a right of use asset and related lease liability on an unconsolidated joint venture that was restructured during the year.

The decrease in net income attributable to noncontrolling interests for the year ended December 31, 2022 compared to 2021 is related to the increase in ownership in existing Triple-net joint ventures.

| | | | Interest income | | | | | | 302 | | | | | | 8,792 | | | | | | (8,490) | | | | | | \-97 | | % | | | | 5,913 | | | | | | 2,879 | | | | | | 49 | | % | | | | (5,611) | | | | | | \-95 | | % |

| | | | Impairment of assets | | | | | | 761 | | | | | | 2,211 | | | | | | (1,450) | | | | | | \-66 | | % | | | | — | | | | | | 2,211 | | | | | | n/a | | | | | | 761 | | | | | | n/a | | |

| | | | | | | | | | 261,064 | | | | | | 242,075 | | | | | | 18,989 | | | | | | 8 | | % | | | | 291,416 | | | | | | (49,341) | | | | | | \-17 | | % | | | | (30,352) | | | | | | \-10 | | % |

Rental income has increased due primarily to acquisitions and construction conversions that occurred during 2021 and 2022.

| | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | | | | | $ | | | | | | % | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | | | | | $ | | | | | | % | | |

| SSNOI(1) | | | | | | $ | 107,867 | | | | | $ | 105,260 | | | | | $ | 2,607 | | | | | 2.5 | | % | | | | $ | 403,520 | | | | | $ | 395,379 | | | | | $ | 8,141 | | | | | 2.1 | | % |

| Houston | | | | | | 16,835 | | | | | | $ | 9,935 | | | | | $ | 5,796 | | | | | 1Q23 | | |

| Beaumont-Port Arthur, TX | | | | | | 33,000 | | | | | | 11,822 | | | | | | 5,525 | | | | | | 2Q23 | | |

| Houston | | | | | | 16,830 | | | | | | 9,077 | | | | | | 4,328 | | | | | | 2Q23 | | |

| | | | | | | 66,665 | | | | | | $ | 30,834 | | | | | 15,649 | | | | | | | | |

| Charlotte, NC(1) | | | | | | | | | | | | | | | | | | 33,376 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | $ | 49,025 | | | | | | | |

| (1) Final square feet, commitment amount and expected conversion date not yet known. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | NOI(1) | | | | | | (11,311) | | | | | | (5,825) | | | | | | (5,486) | | | | | | \-94 | | % | | | | (600) | | | | | | (5,225) | | | | | | \-871 | | % | | | | (10,711) | | | | | | n/a | | |

| | | | Other expenses | | | | | | 20,064 | | | | | | 7,895 | | | | | | 12,169 | | | | | | 154 | | % | | | | 24,929 | | | | | | (17,034) | | | | | | \-68 | | % | | | | (4,865) | | | | | | \-20 | | % |

Other expenses includes non-capitalizable legal expenses, including related to our umbrella partnership REIT reorganization during 2022.

excludes historical cost depreciation from net income.

| Loss (gain) on real estate dispositions, net | | | | | | (16,043) | | | | | | (235,375) | | | | | | (1,088,455) | | |

| Impairment of assets | | | | | | 17,502 | | | | | | 51,107 | | | | | | 135,608 | | |

| Depreciation and amortization | | | | | | 1,310,368 | | | | | | 1,037,566 | | | | | | 1,038,437 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | |

| Total revenues | | | $ | 996,612 | | | | | $ | 726,402 | | | | | $ | 1,071,210 | | | | | $ | 742,549 | | | | | $ | 1,072,600 | | | | | $ | 839,519 | | | | | $ | 1,104,995 | | | | | $ | 904,780 | | | | | $ | 4,245,417 | | | | | $ | 3,213,250 | |

| Consolidated NOI | | | $ | 206,684 | | | | | $ | 170,434 | | | | | $ | 281,911 | | | | | $ | 160,188 | | | | | $ | 230,686 | | | | | $ | 172,909 | | | | | $ | 234,091 | | | | | $ | 180,375 | | | | | $ | 953,372 | | | | | $ | 683,906 | |

| Consolidated NOI | | | $ | 223,952 | | | | | $ | 155,641 | | | | | $ | 222,869 | | | | | $ | 226,314 | | | | | $ | 217,324 | | | | | $ | 228,321 | | | | | $ | 222,879 | | | | | $ | 230,846 | | | | | $ | 887,024 | | | | | $ | 841,122 | |

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

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

| Consolidated properties | | | | | | 850 | | | | | | 570 | | | | | | 323 | | | | | | 1,743 | | | | | | 850 | | | | | | 570 | | | | | | 323 | | | | | | 1,743 | | |

| Total properties | | | | | | 954 | | | | | | 609 | | | | | | 402 | | | | | | 1,965 | | | | | | 954 | | | | | | 609 | | | | | | 402 | | | | | | 1,965 | | |

| Same store properties | | | | | | 654 | | | | | | 427 | | | | | | 361 | | | | | | 1,442 | | | | | | 514 | | | | | | 398 | | | | | | 349 | | | | | | 1,261 | | |

| NOI attributable to non-same store properties | | | | | | (46,511) | | | | | | (22,024) | | | | | | (270,363) | | | | | | (121,779) | | |

| Currency and ownership adjustments (1) | | | | | | 2,759 | | | | | | (669) | | | | | | 4,146 | | | | | | (2,856) | | |

| SSNOI at Welltower Share | | | | | | 184,716 | | | | | | 155,608 | | | | | | 610,724 | | | | | | 548,872 | | |

| NOI attributable to non-same store properties | | | | | | (86,076) | | | | | | (92,708) | | | | | | (389,905) | | | | | | (352,792) | | |

| Currency and ownership adjustments (1) | | | | | | 2,693 | | | | | | 938 | | | | | | 7,477 | | | | | | 1,829 | | |

| SSNOI at Welltower Share | | | | | | 127,296 | | | | | | 122,059 | | | | | | 455,823 | | | | | | 433,826 | | |

| Currency and ownership adjustments (1) | | | | | | (153) | | | | | | 313 | | | | | | (60) | | | | | | (851) | | |

| SSNOI at Welltower Share | | | | | | 107,867 | | | | | | 105,260 | | | | | | 403,520 | | | | | | 395,379 | | |

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

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

| | | | | | | | | | | | | Weighted Avg. | | | | | | | | | | | | Weighted Avg. | | | | | | | | | | | | Weighted Avg. | | |

| | | | | | | Amount | | | | | | Interest Rate | | | | | | Amount | | | | | | Interest Rate | | | | | | Amount | | | | | | Interest Rate | | |

| Beginning balance | | | | | | $ | 1,706,189 | | | | | 3.05% | | | | | | $ | 2,115,037 | | | | | 3.54% | | | | | | $ | 1,810,587 | | | | | 3.87% | | |

| Debt issued | | | | | | 23,569 | | | | | | 2.83% | | | | | | 62,055 | | | | | | 2.55% | | | | | | 343,696 | | | | | | 3.11% | | |

| Debt assumed | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | 183,061 | | | | | | 4.58% | | |

| Debt extinguished | | | | | | (77,959) | | | | | | 6.14% | | | | | | (441,208) | | | | | | 2.18% | | | | | | (219,864) | | | | | | 4.28% | | |

| Principal payments | | | | | | (50,603) | | | | | | 3.03% | | | | | | (48,498) | | | | | | 3.30% | | | | | | (43,997) | | | | | | 3.45% | | |

| Foreign currency | | | | | | (1,674) | | | | | | 2.67% | | | | | | 18,803 | | | | | | 2.93% | | | | | | 53,626 | | | | | | 3.33% | | |

| Ending balance | | | | | | $ | 1,599,522 | | | | | 2.81% | | | | | | $ | 1,706,189 | | | | | 3.05% | | | | | | $ | 2,115,037 | | | | | 3.54% | | |

| Monthly averages | | | | | | $ | 1,649,485 | | | | | 2.88% | | | | | | $ | 1,875,910 | | | | | 3.19% | | | | | | $ | 1,966,892 | | | | | 3.70% | | |

The majority of our Seniors Housing Operating properties are formed through partnership interests.

Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures.

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

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

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

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

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

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

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

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

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

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

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

| | | | Rental income | | | | | | $ | 761,441 | | | | | $ | 733,776 | | | | | $ | 27,665 | | | | | 4 | | % | | | | $ | 903,798 | | | | | $ | (170,022) | | | | | \-19 | | % | | | | $ | (142,357) | | | | | \-16 | | % |

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

| | | | Other income | | | | | | 4,603 | | | | | | 4,903 | | | | | | (300) | | | | | | \-6 | | % | | | | 6,246 | | | | | | (1,343) | | | | | | \-22 | | % | | | | (1,643) | | | | | | \-26 | | % |

| | | | Total revenues | | | | | | 890,584 | | | | | | 801,304 | | | | | | 89,280 | | | | | | 11 | | % | | | | 972,643 | | | | | | (171,339) | | | | | | \-18 | | % | | | | (82,059) | | | | | | \-8 | | % |

| | | | Property operating expenses | | | | | | 49,462 | | | | | | 53,183 | | | | | | (3,721) | | | | | | \-7 | | % | | | | 53,900 | | | | | | (717) | | | | | | \-1 | | % | | | | (4,438) | | | | | | \-8 | | % |

| | | | NOI(1) | | | | | | 841,122 | | | | | | 748,121 | | | | | | 93,001 | | | | | | 12 | | % | | | | 918,743 | | | | | | (170,622) | | | | | | \-19 | | % | | | | (77,621) | | | | | | \-8 | | % |

| | | | Depreciation and amortization | | | | | | 220,699 | | | | | | 232,604 | | | | | | (11,905) | | | | | | \-5 | | % | | | | 232,626 | | | | | | (22) | | | | | | — | | % | | | | (11,927) | | | | | | \-5 | | % |

| | | | Interest expense | | | | | | 6,376 | | | | | | 9,477 | | | | | | (3,101) | | | | | | \-33 | | % | | | | 12,892 | | | | | | (3,415) | | | | | | \-26 | | % | | | | (6,516) | | | | | | \-51 | | % |

| | | | Provision for loan losses, net | | | | | | 10,339 | | | | | | 90,563 | | | | | | (80,224) | | | | | | \-89 | | % | | | | 18,690 | | | | | | 71,873 | | | | | | 385 | | % | | | | (8,351) | | | | | | \-45 | | % |

| | | | Impairment of assets | | | | | | 26,579 | | | | | | 34,867 | | | | | | (8,288) | | | | | | \-24 | | % | | | | 11,926 | | | | | | 22,941 | | | | | | 192 | | % | | | | 14,653 | | | | | | 123 | | % |

| | | | Other expenses | | | | | | 4,189 | | | | | | 22,923 | | | | | | (18,734) | | | | | | \-82 | | % | | | | 13,771 | | | | | | 9,152 | | | | | | 66 | | % | | | | (9,582) | | | | | | \-70 | | % |

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

| Income from continuing operations before income taxes and other items | | | | | | | | | 580,273 | | | | | | 346,638 | | | | | | 233,635 | | | | | | 67 | | % | | | | 633,237 | | | | | | (286,599) | | | | | | \-45 | | % | | | | (52,964) | | | | | | \-8 | | % |

| Income (loss) from unconsolidated entities | | | | | | | | | 20,687 | | | | | | 18,462 | | | | | | 2,225 | | | | | | 12 | | % | | | | 22,985 | | | | | | (4,523) | | | | | | \-20 | | % | | | | (2,298) | | | | | | \-10 | | % |

| Gain (loss) on real estate dispositions, net | | | | | | | | | 135,881 | | | | | | 64,288 | | | | | | 71,593 | | | | | | 111 | | % | | | | 218,322 | | | | | | (154,034) | | | | | | \-71 | | % | | | | (82,441) | | | | | | \-38 | | % |

To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments [added: after considering the effects of interest rate swaps,] whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value.

| | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | | | |

| Senior unsecured notes | | | | | | $ | [removed: 11,002,297] [added: 10,839,782] | | | | | $ | [removed: (1,059,031)] [added: (488,159)] | | | | | $ | [removed: 9,943,501] [added: 11,002,297] | | | | | $ | [removed: (761,581)] [added: (1,059,031)] | |

| Secured debt | | | | | | [removed: 1,490,708] [added: 1,448,567] | | | | | | [removed: (44,222)] [added: (36,654)] | | | | | | [removed: 1,702,196] [added: 1,490,708] | | | | | | [removed: (57,756)] [added: (44,222)] | | |

At December 31, 2021, we had $1,742,268,000 [added: of] outstanding [removed: related to 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 $17,423,000.

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: $22,420,000.][added: $24,261,000.]

Based solely on our results for the year ended December 31, [removed: 2021,] [added: 2022,] including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than [removed: $11,000,000.][added: $8,000,000.]

| Foreign currency exchange contracts | | | | | | $ | [removed: 32,280] [added: 190,418] | | | | | $ | [removed: 19,740] [added: 14,238] | | | | | $ | [removed: 61,851] [added: 32,280] | | | | | $ | [removed: 12,731] [added: 19,740] | |

| Debt designated as hedges | | | | | | [removed: 1,613,164] [added: 1,452,832] | | | | | | [removed: 16,132] [added: 14,528] | | | | | | [removed: 1,630,542] [added: 1,613,164] | | | | | | [removed: 16,305] [added: 16,132] | | |

| Totals | | | | | | $ | [removed: 1,645,444] [added: 1,643,250] | | | | | $ | [removed: 35,872] [added: 28,766] | | | | | $ | [removed: 1,692,393] [added: 1,645,444] | | | | | $ | [removed: 29,036] [added: 35,872] | |

| Totals | | | | | | $ | 12,288,349 | | | | | $ | (524,813) | | | | | $ | 12,493,005 | | | | | $ | (1,103,253) | |

At December 31, 2022, we had $2,426,134,000 outstanding related to our variable rate debt after considering the effects of interest rate swaps.

| | | | | | | December 31, 2022 | | | | | | | | | | | | December 31, 2021 | | | | | | | | |

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

At December 31, 2020, we had $2,241,909,000 outstanding under our variable rate debt.

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: 2021.][added: 2022.]

Our Seniors Housing Operating segment accounted for [removed: 68%, 67%] [added: 72%, 68%] and 67% of total revenues for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had relationships with [removed: 38] [added: 43] operators to manage our Seniors Housing Operating properties.

For the year ended December 31, [removed: 2021,] [added: 2022,] our relationship with Sunrise Senior Living accounted for approximately [removed: 33%] [added: 20%] of our Seniors Housing Operating segment revenues and [removed: 22%] [added: 14%] of our total revenues.

Additionally Revera accounted for approximately [removed: 11%] [added: 8%] of our Seniors Housing Operating segment revenues and [removed: 7%] [added: 6%] our total revenues.

Our Triple-net segment accounted for [removed: 19%, 17% and] [added: 16%,] 19% [added: and 17%] of total revenues for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

For the year ended December 31, [removed: 2021,] [added: 2022,] our revenues related to our relationship with ProMedica Health System ("ProMedica") accounted for approximately 26% of our Triple-net segment revenues and [removed: 5%] [added: 4%] of total revenues.

For the year ended December 31, [removed: 2021,] [added: 2022,] our revenues related to our relationship with Genesis Healthcare ("Genesis") accounted for approximately [removed: 6%] [added: 2%] of our Triple-net segment revenues and [added: less than] 1% of our total revenues.

As [removed: a result, as] of December 31, [removed: 2021,] [added: 2022,] our relationship with Genesis was comprised of [removed: three properties] [added: one property] owned 100% by us and [removed: master] leased to Genesis, [removed: which are currently classified as held for sale,] a loan balance net of allowance for credit losses of [removed: $154,476,000,] [added: $168,949,000,] approximately 9.5 million shares of GEN Series A common stock and a 25% ownership stake in an unconsolidated joint venture that includes two master leases for 28 properties operated by Genesis.

Our Outpatient Medical segment accounted for [removed: 13%, 16% and] [added: 12%,] 13% [added: and 16%] of total revenues for each of the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

At December 31, [removed: 2021,] [added: 2022,] approximately [removed: 94%] [added: 96%] of our triple-net properties were subject to master leases.

As of December 31, [removed: 2021, 65%] [added: 2022, 62%] of our portfolio included leases with full pass through, [removed: 30%] [added: 31%] with a partial expense reimbursement (modified gross) and [removed: 5%] [added: 7%] with no expense reimbursement (gross).

Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of [removed: five] [added: seven] years at December 31, [removed: 2021] [added: 2022] and are often credit enhanced by security deposits, guarantees and/or letters of credit.

*Construction* We provide [added: funds] for the construction of properties for tenants primarily as part of long-term operating leases.

The construction period commences upon [added: initial] funding and terminates upon the earlier of the completion of the applicable property or the end of a specified period.

At December 31, [removed: 2021,] [added: 2022,] we had outstanding construction investments of [removed: $651,389,000] [added: $1,021,080,000] and were committed to provide additional funds of approximately [removed: $1,208,913,000] [added: $1,883,449,000] to complete construction for consolidated investment properties.

We also provide for construction loans which, depending on the terms and conditions, could be treated as [removed: loans, real property] [added: loans] or investments in unconsolidated entities.

At December 31, [removed: 2021,] [added: 2022,] we had outstanding loans, net of allowances, of [removed: $1,292,308,000] [added: $1,180,012,000] with an interest yield of approximately [removed: 11.2%] [added: 9.9%] per annum.

The loans outstanding at December 31, [removed: 2021] [added: 2022] are generally subject to one to 15-year terms with principal amortization schedules and/or balloon payments of the outstanding principal balances at the end of the term.

At December 31, [removed: 2021,] [added: 2022,] we had investments in unconsolidated entities of [removed: $1,039,043,000.][added: $1,499,790,000.]

Our investments in unconsolidated entities generally represent interests ranging from 10% to [removed: 65%] [added: 88%] in real estate assets.

We have made loans related to [removed: twelve] [added: 21] properties with a carrying value of [removed: $317,647,000] [added: $649,267,000] as of December 31, [removed: 2021,] [added: 2022,] which are classified as in substance real estate investments.

We [added: typically] replace these borrowings with long-term capital such as senior unsecured notes or common stock.

Our leadership [added: (through the ESG Steering Committee launched in 2022)] and Board of Directors (through the Nominating Corporate/Governance Committee), oversee and advance our ESG initiatives.

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

- Raised MSCI ESG rating from [removed: A] [added: AA] to [removed: AA;][added: AAA;]

- 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 [removed: third] [added: fourth] consecutive year and [removed: elevated to] [added: maintained] the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program;

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

- Maintained Prime status under the ISS-ESG Corporate rating for the [removed: third] [added: fourth] consecutive year;

- Named by S&P Global in [removed: collaboration with RobecoSAM for] the [removed: fourth consecutive year in the 2021] [added: 2022] edition of The Sustainability Yearbook;

- Named to the top [removed: 20] [added: 30] percent of Newsweek’s America’s Most Responsible Companies list for the [removed: third] [added: fourth] consecutive year; [added: and]

- Named to Sustainalytics [removed: 2021] [added: 2022] Top-Rated ESG Companies [removed: list;][added: list.]

In December 2019, we issued our inaugural green bond of $500,000,000 of 2.700% [added: senior unsecured] notes due [removed: 2027.][added: 2027 and in March 2022 we issued an additional green bond of $550,000,000 of 3.85% senior unsecured notes due 2032.]

The net proceeds from the [removed: offering] [added: offerings] have been, and continue to be, used to fund energy efficiency, water conservation and green building projects.

As of September 30, [removed: 2021,] [added: 2022,] we have utilized [removed: $277,732,000] [added: $572,090,000] of proceeds from [removed: this issuance] [added: these issuances] on such projects.

As of December 31, [removed: 2021,] [added: 2022,] our U.S. employees self-identified as follows:

| Asian | | | | | | [removed: 5] [added: 7] | | % | | | | [removed: 7] [added: 9] | | % | | | |

| Black or African American | | | | | | [removed: 5] [added: 4] | | % | | | | [removed: 7] [added: 8] | | % | | | |

| Hispanic or Latino | | | | | | [removed: 7] [added: 8] | | % | | | | 7 | | % | | | |

| Two or More Races | | | | | | 1 | | % | | | | [removed: 1] [added: 2] | | % | | | |

On March 7, 2022, we announced our intent to complete an UPREIT reorganization.

In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned subsidiary.

On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower (the "Merger").

In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC (the "LLC Conversion").

Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial assets or liabilities, other than through its investment in Welltower OP.

Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.751% as of December 31, 2022.

Welltower Inc. issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP.

All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP, and Welltower Inc. has fully and unconditionally guaranteed all existing and future senior unsecured notes.

Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC.

References to “we,” “us,” “our” or the “company” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.

In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the 147 skilled nursing properties and amended the lease on the remaining 58 assisted living and memory care properties that

continue to be held by the Welltower/ProMedica joint venture.

The 58 assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty.

Concurrently, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio.

Approximately 15 regional operators will enter into subleases with Integra to operate the properties.

Also in December 2022 and January 2023, we sold to Integra a 15% ownership interest in 85 of those skilled nursing facilities and Integra is expected to buy into the remaining 62 assets throughout 2023.

- Maintained top 30% (3rd decile) ISS Quality Score ranking for each Governance, Environment and Social;

- Improved GRESB score and maintained GRESB Green Star status;

- Recognized by Labrador as a 2022 Transparency Award winner in the real estate industry for our clear and concise disclosure of relevant information to stakeholders in our annual proxy statement, Form 10-K, and investor relations website

Our support of diversity and inclusion through our Diversity

Since its inception, the Foundation has provided more than $42 million in cash and in-kind support.

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The 2022 overall engagement score improved over the 2021 engagement score as a result of managers taking action on the 2021 results.

While COVID-19 continued in 2022, our focus remained on providing a safe office environment for our employees while continuing to allow for remote work, hybrid work and flexible work schedules where feasible.

With the support of the varying work arrangements and a geographically dispersed workforce, we continued to develop ways to best support our people.

We improved our employee experience by growing our internal communication platform (intranet), enhancing connectivity and collaboration.

The mobile application created an easily accessible digital home-base where all company communications, including important office announcements, must-read company articles and external media engagements are located.

Although workplace injuries are minimal, our safety committee implemented a workforce injury root cause analysis program to ensure we focus on future incident prevention and improvement.

In September 2022, HHS announced that additional data about the ownership of all Medicare-certified nursing homes will be released to the public.

This information will make it easier for stakeholders (such as state licensing officials, state and federal law enforcement and researchers) and the public to identify common owners of nursing homes across different nursing home locations.

The information will also allow for greater accessibility to information regarding facilities' performance and any common ownership links among facilities with poor performance.

CMS announced it is increasing scrutiny and oversight over the country's poorest performing nursing facilities by strengthening requirements for completion of the Special Focus Facility Program and increasing enforcement actions against facilities that fail to demonstrate improvement, including denial of payment and potential loss of Medicare certification.

systems are updated annually by CMS.

On February 28, 2022, President Biden announced reforms to be implemented by CMS to ensure that: (a) every nursing home provides a sufficient number of staff who are adequately trained to provide high-quality care; (b) poorly performing nursing homes are held accountable for improper and unsafe care and immediately improve their services or are cut off from taxpayer dollars; and (c) the public has better information about nursing home conditions so that they can find the best available options.

These reforms include minimum staffing requirements, reinforced safeguards against unnecessary medications, more funding for inspection activities, increased scrutiny on poor performers and expanded financial penalties and other sanctions.

paying any assessed fines, can be substantial.

The California Consumer Privacy Act has been amended by the California Privacy Rights Act.

These updates and the Virginia Consumer Data Protection Act went into effect January 1, 2023.

References herein to “we,” “us,” “our” or the “company” refer to Welltower Inc., a Delaware corporation, and its subsidiaries unless specifically noted otherwise.

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

In addition to rent, the master lease requires ProMedica 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 ProMedica.

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.

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

- Named in 2021 to the Dow Jones Sustainability North American Index for the sixth consecutive year;

- Maintained Gold Level Green Lease Leader status by the Institute for Market Transformation and the U.S. Department of Energy’s Better Buildings Alliance;

- Named to the Workplace Health Achievement Index by the American Heart Association for the fourth consecutive year, and increased from Bronze to Silver level;

- 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.

In 2021, we continued to work towards our goals of a 10% reduction in GHG emissions and energy and water usage by 2025 from our 2018 baseline.

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Scores have been shared with all managers and action plans to improve and prioritize focus areas are being put into place.

As we continued to navigate COVID-19 in 2021, we took a number of actions designed to provide for the safety and well-being of our employees such as allowing remote and hybrid work, and flexible schedules where feasible, establishing office protocols for employee safety, conducting training courses on COVID-19 prevention and encouraging COVID-19 vaccinations and boosters across our workforce through paid time off in order to obtain vaccinations and boosters and manage side effects.

We continued to provide access to personal protective equipment, and enhanced cleaning and sanitation procedures.

If followed, these recommendations regarding SNF payment reform may impact our tenants and operators.

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.

Nevertheless, the status of the Health Reform Laws may be subject to change and other health reform measures could be implemented as a result of political, legislative, regulatory and administrative developments and judicial proceedings.

Further, the impact that the 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.

potential for fines of up to 4% of annual worldwide turnover or €20 million, whichever is greater.

In addition, there is a bill currently going through the U.K. Parliament which will require a care home provider, where entering into a contract for the provision of healthcare or social care services with a local public authority, to enter into mandatory contractual terms to provide the local public authority with evidence that it pays the national minimum wage to all of its employees engaged in the provision of services for which the provider has contracted for (e.g., a national minimum wage record).

A discussion of the potential implications to the Company of the Tax Act is provided at the end of this summary below.

We elected to be taxed as a REIT commencing with our first taxable year.

If we acquire any assets from a corporation, which is or has been a “C” corporation, in a carryover basis transaction (including where a “C” corporation elects REIT status), we could be liable for specified liabilities that are inherited from the “C” corporation.

We may own a number of properties through wholly owned subsidiaries.

A “qualified REIT subsidiary” will not be treated as a separate corporation for U.S. federal income tax purposes, and all assets, liabilities and items of income, deductions and credits of a “qualified REIT subsidiary” will be treated as assets, liabilities and items (as the case may be) of the REIT for U.S. federal income tax purposes.

A “qualified REIT subsidiary” is not subject to U.S. federal income tax, and our ownership of the voting stock of a qualified REIT subsidiary will not violate the restrictions against ownership of securities of any one issuer which constitute more than 10% of the value or total voting power of such issuer or more than 5% of the value of our total assets, as described below under “- Asset Tests.”

If we invest in an entity treated as a partnership for U.S. federal income tax purposes, we will be deemed to own a proportionate share of the entity’s assets.

Likewise, we will be treated as receiving our share of the income and loss of the entity, and the gross income will retain the same character in our hands as it has in the hands of the entity.

These “look-through” rules apply for purposes of the income tests and assets tests described below.

The deduction of business interest is limited to 30% (50% in the case of taxable years beginning in 2019 or 2020) of adjusted taxable income, which may limit the deductibility of interest expense by us, our taxable REIT subsidiaries, or our joint venture and partnership arrangements.

A “real property trade or business” may irrevocably elect out of the applicability of the limitation, but if it does so it must use the less favorable alternative depreciation system to depreciate real property used in the trade or business.

Regulations provide guidance on how to allocate interest deductions among multiple trades or businesses and contain special rules, including a safe harbor, regarding the allocation of a REIT’s interest deductions to a “real property trade or business.”

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

[added: |] Securities registered pursuant to Section 12(b) of the Act: [added: | | | | | | | | |]

| [added: Guarantee of] 4.800% Notes due 2028 [added: issued by Welltower OP LLC] | | | [removed: WELL28] [added: WELL/28] | | | New York Stock Exchange | | |

| [added: Guarantee of] 4.500% Notes due 2034 [added: issued by Welltower OP LLC] | | | [removed: WELL34] [added: WELL/34] | | | New York Stock Exchange | | |

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: $35,091,527,000.][added: $38,131,759,000.]

As of February [removed: 4, 2022,] [added: 16, 2023,] the registrant had [removed: 447,279,642] [added: 490,643,990] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May [removed: 9, 2022,] [added: 24, 2023,] are incorporated by reference into Part III.

[removed: 2021] [added: 2022] FORM 10-K ANNUAL REPORT

| Item 1. | | | Business | | | [removed: [2](#i6ca39f6505a147dc9d9f8fceb3ebe33e_13)] [added: [2](#i9134389a4dfe48d9b64af30de99d9f96_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [25](#i6ca39f6505a147dc9d9f8fceb3ebe33e_49)] [added: [30](#i9134389a4dfe48d9b64af30de99d9f96_49)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [40](#i6ca39f6505a147dc9d9f8fceb3ebe33e_52)] [added: [45](#i9134389a4dfe48d9b64af30de99d9f96_52)] | | |

| Item 2. | | | Properties | | | [removed: [41](#i6ca39f6505a147dc9d9f8fceb3ebe33e_55)] [added: [46](#i9134389a4dfe48d9b64af30de99d9f96_55)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [42](#i6ca39f6505a147dc9d9f8fceb3ebe33e_58)] [added: [47](#i9134389a4dfe48d9b64af30de99d9f96_58)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [42](#i6ca39f6505a147dc9d9f8fceb3ebe33e_61)] [added: [47](#i9134389a4dfe48d9b64af30de99d9f96_61)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [43](#i6ca39f6505a147dc9d9f8fceb3ebe33e_67)] [added: [48](#i9134389a4dfe48d9b64af30de99d9f96_67)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [44](#i6ca39f6505a147dc9d9f8fceb3ebe33e_70)] [added: [49](#i9134389a4dfe48d9b64af30de99d9f96_70)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [45](#i6ca39f6505a147dc9d9f8fceb3ebe33e_73)] [added: [50](#i9134389a4dfe48d9b64af30de99d9f96_73)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [70](#i6ca39f6505a147dc9d9f8fceb3ebe33e_151)] [added: [76](#i9134389a4dfe48d9b64af30de99d9f96_151)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [71](#i6ca39f6505a147dc9d9f8fceb3ebe33e_154)] [added: [77](#i9134389a4dfe48d9b64af30de99d9f96_154)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [108](#i6ca39f6505a147dc9d9f8fceb3ebe33e_268)] [added: [116](#i9134389a4dfe48d9b64af30de99d9f96_265)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [108](#i6ca39f6505a147dc9d9f8fceb3ebe33e_271)] [added: [116](#i9134389a4dfe48d9b64af30de99d9f96_268)] | | |

| Item 9B. | | | Other Information | | | [removed: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_274)] [added: [118](#i9134389a4dfe48d9b64af30de99d9f96_271)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_274)] [added: [118](#i9134389a4dfe48d9b64af30de99d9f96_271)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_280)] [added: [118](#i9134389a4dfe48d9b64af30de99d9f96_277)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_283)] [added: [118](#i9134389a4dfe48d9b64af30de99d9f96_280)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_286)] [added: [118](#i9134389a4dfe48d9b64af30de99d9f96_283)] | | |

| Item 13. | | | Certain Relationships and Related Transactions and Director Independence | | | [removed: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_289)] [added: [118](#i9134389a4dfe48d9b64af30de99d9f96_286)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [110](#i6ca39f6505a147dc9d9f8fceb3ebe33e_292)] [added: [118](#i9134389a4dfe48d9b64af30de99d9f96_289)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [111](#i6ca39f6505a147dc9d9f8fceb3ebe33e_298)] [added: [119](#i9134389a4dfe48d9b64af30de99d9f96_295)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [117](#i6ca39f6505a147dc9d9f8fceb3ebe33e_301)] [added: [126](#i9134389a4dfe48d9b64af30de99d9f96_298)] | | |

| | | | Signature | | | [127](#i9134389a4dfe48d9b64af30de99d9f96_301) | | |

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

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: 2021] [added: 2022] (dollars in thousands):

(1) Represents revenue for the month ended December 31, [removed: 2021] [added: 2022] annualized.

| Seniors Housing Operating(3) | | | | | | [removed: 76.4%] [added: 78.1%] | | | | | | [removed: 75.9%] [added: 76.4%] | | | | | | $ | [removed: 48,300] [added: 49,987] | | | | | $ | [removed: 48,749] [added: 48,300] | | | | | per unit | | | | | | | | |

| Triple-net(4) | | | | | | [removed: 73.0%] [added: 76.2%] | | | | | | [removed: 72.8%] [added: 73.0%] | | | | | | [removed: 19,675] [added: 17,330] | | | | | | [removed: 17,604] [added: 19,675] | | | | | | per bed/unit | | | | | | | | |

| Outpatient Medical(5) | | | | | | [removed: 95.4%] [added: 95.2%] | | | | | | 95.4% | | | | | | [removed: 37] [added: 38] | | | | | | [removed: 36] [added: 37] | | | | | | per sq. ft. | | | | | | | | |

The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, [removed: 2021] [added: 2022] (dollars in thousands):

| | | | | | | [removed: 2022 | | | | | |] 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | 2031 | | | | | | [added: 2032 | | | | | |] Thereafter | | |

Investments classified as held for sale are included in [removed: 2022.][added: 2023.]

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 | | | | | | 5 | | | $ | 56,098 | | $ | 14,082 | | | | | 3 | | | $ | 32,944 | | $ | 4,831 | | | | | 6 | | | $ | 180,944 | | $ | 12,759 | |

| Arkansas | | | | | | 1 | | | 28,634 | | | 4,636 | | | | | | — | | | — | | | — | | | | | | 1 | | | 21,101 | | | 4,126 | | |

| Arizona | | | | | | 12 | | | 257,315 | | | 49,673 | | | | | | — | | | — | | | — | | | | | | 7 | | | 77,297 | | | 9,873 | | |

| California | | | | | | 103 | | | 3,622,974 | | | 825,685 | | | | | | 23 | | | 429,725 | | | 67,220 | | | | | | 42 | | | 1,009,678 | | | 107,924 | | |

| Colorado | | | | | | 16 | | | 492,334 | | | 113,236 | | | | | | 8 | | | 223,886 | | | 22,444 | | | | | | — | | | — | | | — | | |

| Connecticut | | | | | | 5 | | | 108,606 | | | 18,685 | | | | | | 4 | | | 81,982 | | | 1,761 | | | | | | 7 | | | 100,439 | | | 9,060 | | |

| District Of Columbia | | | | | | 2 | | | 98,890 | | | 13,695 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Delaware | | | | | | 7 | | | 82,287 | | | 28,654 | | | | | | 4 | | | 108,537 | | | 15,983 | | | | | | — | | | — | | | — | | |

| Florida | | | | | | 26 | | | 852,694 | | | 174,325 | | | | | | 43 | | | 473,995 | | | 54,592 | | | | | | 25 | | | 228,998 | | | 54,370 | | |

| Georgia | | | | | | 15 | | | 242,060 | | | 55,073 | | | | | | 3 | | | 37,748 | | | 3,726 | | | | | | 12 | | | 206,707 | | | 33,173 | | |

| Hawaii | | | | | | 1 | | | 72,197 | | | 19,207 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Iowa | | | | | | 9 | | | 121,634 | | | 34,521 | | | | | | 7 | | | 54,697 | | | 4,335 | | | | | | — | | | — | | | — | | |

| Idaho | | | | | | 5 | | | 85,097 | | | 6,597 | | | | | | — | | | — | | | — | | | | | | 2 | | | 48,932 | | | 4,989 | | |

| Illinois | | | | | | 36 | | | 593,381 | | | 156,924 | | | | | | 23 | | | 329,716 | | | 28,257 | | | | | | 7 | | | 106,322 | | | 15,205 | | |

| Indiana | | | | | | 8 | | | 221,430 | | | 37,627 | | | | | | 27 | | | 401,856 | | | 48,528 | | | | | | — | | | — | | | — | | |

| Kansas | | | | | | 10 | | | 150,366 | | | 47,729 | | | | | | 20 | | | 170,160 | | | 21,711 | | | | | | — | | | — | | | — | | |

| Kentucky | | | | | | 4 | | | 59,775 | | | 15,604 | | | | | | 3 | | | 50,596 | | | 5,491 | | | | | | — | | | — | | | — | | |

| Louisiana | | | | | | 6 | | | 110,579 | | | 30,427 | | | | | | 2 | | | 39,387 | | | 3,150 | | | | | | — | | | — | | | — | | |

| Massachusetts | | | | | | 16 | | | 479,962 | | | 80,746 | | | | | | 9 | | | 184,382 | | | 10,136 | | | | | | 7 | | | 100,984 | | | 8,949 | | |

| Maryland | | | | | | 10 | | | 485,082 | | | 98,579 | | | | | | 21 | | | 258,479 | | | 31,931 | | | | | | 12 | | | 245,700 | | | 24,302 | | |

| Maine | | | | | | 1 | | | 22,821 | | | 11,759 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Michigan | | | | | | 26 | | | 429,345 | | | 101,797 | | | | | | 25 | | | 240,373 | | | 26,807 | | | | | | 13 | | | 183,550 | | | 24,168 | | |

| Minnesota | | | | | | 3 | | | 76,447 | | | 13,070 | | | | | | 12 | | | 225,611 | | | 23,456 | | | | | | 7 | | | 141,675 | | | 31,718 | | |

| Missouri | | | | | | 9 | | | 169,720 | | | 22,413 | | | | | | — | | | — | | | — | | | | | | 12 | | | 183,171 | | | 22,980 | | |

| Mississippi | | | | | | 3 | | | 28,617 | | | 12,272 | | | | | | — | | | — | | | — | | | | | | 1 | | | 33,951 | | | 2,342 | | |

| Montana | | | | | | 2 | | | 24,572 | | | 7,874 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| North Carolina | | | | | | 10 | | | 308,638 | | | 52,360 | | | | | | 51 | | | 479,391 | | | 58,461 | | | | | | 25 | | | 622,716 | | | 52,683 | | |

| North Dakota | | | | | | 1 | | | 13,012 | | | 1,385 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nebraska | | | | | | 9 | | | 125,203 | | | 20,149 | | | | | | — | | | — | | | — | | | | | | 1 | | | 10,693 | | | 2,285 | | |

| New Hampshire | | | | | | 3 | | | 87,063 | | | 8,090 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| New Jersey | | | | | | 28 | | | 703,917 | | | 216,156 | | | | | | 29 | | | 585,422 | | | 58,196 | | | | | | 15 | | | 333,582 | | | 45,012 | | |

| Nevada | | | | | | 7 | | | 126,258 | | | 33,248 | | | | | | — | | | — | | | — | | | | | | 8 | | | 125,313 | | | 10,184 | | |

| New York | | | | | | 41 | | | 823,123 | | | 175,092 | | | | | | 4 | | | 36,960 | | | 7,442 | | | | | | 15 | | | 409,221 | | | 33,538 | | |

| Ohio | | | | | | 47 | | | 892,834 | | | 162,312 | | | | | | 41 | | | 402,434 | | | 43,100 | | | | | | 7 | | | 97,408 | | | 2,566 | | |

| Oklahoma | | | | | | 13 | | | 166,691 | | | 40,536 | | | | | | 12 | | | 92,244 | | | 13,665 | | | | | | 2 | | | 13,244 | | | 2,882 | | |

| Oregon | | | | | | 14 | | | 158,195 | | | 45,605 | | | | | | 1 | | | 2,428 | | | 886 | | | | | | 1 | | | 41,946 | | | 3,155 | | |

| Pennsylvania | | | | | | 24 | | | 386,404 | | | 100,825 | | | | | | 56 | | | 574,040 | | | 94,479 | | | | | | 5 | | | 84,040 | | | 6,147 | | |

| South Carolina | | | | | | 5 | | | 82,791 | | | 19,669 | | | | | | 7 | | | 32,595 | | | 5,261 | | | | | | 2 | | | 9,556 | | | 1,940 | | |

| Tennessee | | | | | | 10 | | | 199,251 | | | 43,621 | | | | | | 6 | | | 60,628 | | | 7,551 | | | | | | 3 | | | 64,860 | | | 9,078 | | |

| Texas | | | | | | 76 | | | 1,541,846 | | | 337,768 | | | | | | 23 | | | 338,227 | | | 39,233 | | | | | | 59 | | | 1,069,580 | | | 107,365 | | |

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

| 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 | | |

There were [removed: 3,147] [added: 3,002] stockholders of record as of February [removed: 4, 2022.][added: 16, 2023.]

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

The data are based on the closing prices as of December 31 for each of the five [removed: years.][added: years presented.]

[removed: 2016] [added: 2017] equals $100 and dividends are assumed to be reinvested.

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

On [removed: May 1, 2020,] [added: November 7, 2022,] our Board of Directors [removed: authorized] [added: approved] a share repurchase program [removed: whereby we may repurchase] [added: for] up to [removed: $1 billion] [added: $3,000,000,000] of common stock [removed: through December 31, 2021] (the [removed: "Repurchase] [added: "Stock Repurchase] Program").

We expect to finance any share repurchases [removed: under the Repurchase Program] using available cash and may use proceeds from borrowings or debt offerings.

We did not repurchase any shares of our common stock [added: through the Stock Repurchase Program] during the three months ended December 31, [removed: 2021.][added: 2022.]

| November 1, [removed: 2021] [added: 2022] through November 30, [removed: 2021] [added: 2022] | | | | | | — | | | | | | [removed: $ |] — | | | | | [added: |] — | | | | | | [removed: —] [added: 3,000,000,000] | | |

| December 1, [removed: 2021] [added: 2022] through December 31, [removed: 2021] [added: 2022] | | | | | | — | | | | | | [removed: $ |] — | | | | | [added: |] — | | | | | | [removed: —] [added: 3,000,000,000] | | |

| S & P 500 | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |

| Welltower Inc. | | | | | | 100.00 | | | | | | 115.30 | | | | | | 141.86 | | | | | | 117.05 | | | | | | 160.34 | | | | | | 126.40 | | |

| FTSE NAREIT Equity | | | | | | 100.00 | | | | | | 95.38 | | | | | | 120.17 | | | | | | 110.56 | | | | | | 158.36 | | | | | | 119.78 | | |

During the three months ended December 31, 2022, we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards.

Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, 2022 are shown in the table below:

| October 1, 2022 through October 31, 2022 | | | | | | 285 | | | | | | $ | 64.32 | | | | | — | | | | | | $ | — | |

| Totals | | | | | | 285 | | | | | | $ | 64.32 | | | | | — | | | | | | $ | 3,000,000,000 | |

Under the Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately-negotiated transactions, through block trades, by effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing.

The Stock Repurchase Program has no expiration date and does not obligate us to repurchase any specific number of shares.

As of December 31, 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).

| 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 | | |

Under this authorization, we are not required to purchase shares but may choose to do so in the open market or through private transactions at times and amounts based on our evaluation of market conditions and other factors.

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

| Totals | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 992,348,000 | |

| Company Overview | | | [removed: [46](#i6ca39f6505a147dc9d9f8fceb3ebe33e_79)] [added: [51](#i9134389a4dfe48d9b64af30de99d9f96_79)] | | |

| Business Strategy | | | [removed: [47](#i6ca39f6505a147dc9d9f8fceb3ebe33e_82)] [added: [52](#i9134389a4dfe48d9b64af30de99d9f96_82)] | | |

| Key Transactions | | | [removed: [48](#i6ca39f6505a147dc9d9f8fceb3ebe33e_85)] [added: [53](#i9134389a4dfe48d9b64af30de99d9f96_85)] | | |

| Key Performance Indicators, Trends and Uncertainties | | | [removed: [48](#i6ca39f6505a147dc9d9f8fceb3ebe33e_88)] [added: [53](#i9134389a4dfe48d9b64af30de99d9f96_88)] | | |

| Corporate Governance | | | [removed: [50](#i6ca39f6505a147dc9d9f8fceb3ebe33e_91)] [added: [55](#i9134389a4dfe48d9b64af30de99d9f96_91)] | | |

| Sources and Uses of Cash | | | [removed: [50](#i6ca39f6505a147dc9d9f8fceb3ebe33e_97)] [added: [55](#i9134389a4dfe48d9b64af30de99d9f96_97)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [51](#i6ca39f6505a147dc9d9f8fceb3ebe33e_100)] [added: [56](#i9134389a4dfe48d9b64af30de99d9f96_100)] | | |

| Contractual Obligations | | | [removed: [51](#i6ca39f6505a147dc9d9f8fceb3ebe33e_103)] [added: [57](#i9134389a4dfe48d9b64af30de99d9f96_103)] | | |

| Capital Structure | | | [removed: [52](#i6ca39f6505a147dc9d9f8fceb3ebe33e_106)] [added: [57](#i9134389a4dfe48d9b64af30de99d9f96_106)] | | |

| Summary | | | [removed: [53](#i6ca39f6505a147dc9d9f8fceb3ebe33e_112)] [added: [58](#i9134389a4dfe48d9b64af30de99d9f96_112)] | | |

| Seniors Housing Operating | | | [removed: [54](#i6ca39f6505a147dc9d9f8fceb3ebe33e_115)] [added: [59](#i9134389a4dfe48d9b64af30de99d9f96_115)] | | |

| Triple-net | | | [removed: [57](#i6ca39f6505a147dc9d9f8fceb3ebe33e_118)] [added: [63](#i9134389a4dfe48d9b64af30de99d9f96_118)] | | |

| Outpatient Medical | | | [removed: [59](#i6ca39f6505a147dc9d9f8fceb3ebe33e_121)] [added: [65](#i9134389a4dfe48d9b64af30de99d9f96_121)] | | |

| Non-Segment/Corporate | | | [removed: [61](#i6ca39f6505a147dc9d9f8fceb3ebe33e_124)] [added: [67](#i9134389a4dfe48d9b64af30de99d9f96_124)] | | |

| Non-GAAP Financial Measures | | | [removed: [61](#i6ca39f6505a147dc9d9f8fceb3ebe33e_130)] [added: [67](#i9134389a4dfe48d9b64af30de99d9f96_130)] | | |

| Critical Accounting Policies and Estimates | | | [removed: [67](#i6ca39f6505a147dc9d9f8fceb3ebe33e_148)] [added: [73](#i9134389a4dfe48d9b64af30de99d9f96_148)] | | |

[removed: Welltower™,] [added: Welltower Inc.,] 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: 2021] [added: 2022] (dollars in thousands):

[removed: Our] [added: Additionally, our] Seniors Housing Operating revenues are dependent on [removed: occupancy.][added: occupancy, which has steadily increased during 2022.]

[removed: Spot occupancy has steadily increased in recent months, with 94%] [added: As] of [added: December 31, 2022, nearly all] communities [added: are] open for new admissions and [removed: nearly all communities] allowing visitors, in-person tours and communal dining [removed: and activities as of December 31, 2021.][added: activities.]

We have incurred increased operational costs as a result of [removed: the introduction of] public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor, personal protective equipment and sanitation.

We expect total Seniors Housing Operating expenses to remain elevated [removed: during the pandemic and potentially beyond] as [added: many of] these additional health and safety measures [added: have] become standard practice.

For the year ended December 31, [removed: 2021,] [added: 2022,] resident fees and services and rental income represented [removed: 67%] [added: 71%] and [removed: 29%,] [added: 25%,] respectively, of total revenues.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $269,265,000] [added: $631,681,000] of cash and cash equivalents, [removed: $77,490,000] [added: $90,611,000] of restricted cash and [removed: $3,675,000,000] [added: $4,000,000,000] 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: 2021:][added: 2022:]

- In March [removed: 2021,] [added: 2022,] we completed the issuance of [removed: $750,000,000] [added: $550,000,000] senior unsecured notes bearing interest at [removed: 2.80%] [added: 3.85%] with a maturity date of June [removed: 2031.][added: 2032.]

[removed: *•*In] [added: - In] June [removed: 2021,] [added: 2022,] we closed on [removed: a new $4,700,000,000] [added: an amended $5,200,000,000] unsecured credit facility with improved pricing across our [removed: line of credit and terminated the existing unsecured credit facility.][added: term loans.]

The credit facility includes $4,000,000,000 of revolving credit capacity at a borrowing rate of 77.5 basis points [removed: ("bps")] over [removed: LIBOR, $500,000,000] [added: the adjusted SOFR rate, $1,000,000,000] of USD term loan capacity at a borrowing rate of [removed: 90.0 bps] [added: 85.0 basis points] over [removed: LIBOR] [added: the adjusted SOFR rate] and $250,000,000 CAD term loan capacity at [removed: 90.0 bps] [added: 85.0 basis points] over CDOR.

[removed: -] In [removed: June 2021,] [added: March 2022,] we completed the issuance of [removed: $500,000,000] [added: $550,000,000] senior unsecured notes [removed: bearing interest at 2.05%] with a maturity date of [removed: January 2029.][added: June 2032.]

*•*In [removed: July 2021,] [added: April 2022,] we entered into an amended and restated ATM Program (as defined below) pursuant to which we may offer and sell up to [removed: $2,500,000,000] [added: $3,000,000,000] of common stock from time to time.

- We extinguished [removed: $132,031,000] [added: $399,066,000] of secured debt at a blended average interest rate of [removed: 5.86%] [added: 5.54%] throughout [removed: 2021.][added: 2022.]

*Investments* The following summarizes property acquisitions and joint venture investments completed during the year ended December 31, [removed: 2021] [added: 2022] (dollars in thousands):

[removed: | Triple-net | | | | | | 35 | | | | | | 898,167 | | | | | | 6.1% | | |][added: Triple-net]

*Dispositions* The following summarizes property dispositions completed during the year ended December 31, [removed: 2021] [added: 2022] (dollars in thousands):

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

*Dividends* Our Board of Directors declared a cash dividend for the quarter ended December 31, [removed: 2021] [added: 2022] of $0.61 per share.

On March 8, [removed: 2022,] [added: 2023,] we will pay our [removed: 203rd] [added: 207th] consecutive quarterly dividend payment to stockholders of record on [removed: March 1, 2022.][added: February 28, 2023.]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income | | | | | | $ | [removed: 374,479] [added: 160,568] | | | | | $ | [removed: 1,038,852] [added: 374,479] | | | | | $ | [removed: 1,330,410] [added: 1,038,852] | |

| Net income attributable to common stockholders | | | | | | [removed: 336,138] [added: 141,214] | | | | | | [removed: 978,844] [added: 336,138] | | | | | | [removed: 1,232,432] [added: 978,844] | | |

On March 7, 2022, we announced our intent to complete an UPREIT reorganization.

In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned subsidiary.

On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New Welltower.

In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc." Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC.

Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial assets or liabilities, other than through its investment in Welltower OP.

Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC.

References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.

Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.751% as of December 31, 2022.

All of our property ownership, development and related business operations are conducted through Welltower OP and Welltower Inc. has no material assets or liabilities other than its investment in Welltower OP.

Welltower Inc. issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP.

All debt including credit facilities, senior notes and secured debt is incurred by Welltower OP, and Welltower Inc. has fully and conditionally guaranteed all existing and future senior unsecured notes.

| Seniors Housing Operating | | | | | | $ | 953,372 | | | | | 41.2 | | % | | | | 850 | | |

| Triple-net | | | | | | 887,024 | | | | | | 38.3 | | % | | | | 570 | | |

| Outpatient Medical | | | | | | 472,760 | | | | | | 20.5 | | % | | | | 323 | | |

| Totals | | | | | | $ | 2,313,156 | | | | | 100.0 | | % | | | | 1,743 | | |

Our Seniors Housing Operating revenues are dependent on occupancy which has increased during the year ended December 31, 2022.

During 2022, we sold 37,905,638 shares of common stock under our current and previous ATM Programs via forward sale agreements, generating gross proceeds of approximately $3,280,798,000.

The sale of these shares and the settlement of outstanding forward sales from prior years resulted in gross proceeds of approximately $3,715,971,000.

| Seniors Housing Operating | | | | | | 77 | | | | | | $ | 2,511,408 | | | | | 4.7% | | |

| Triple-net | | | | | | 5 | | | | | | 66,784 | | | | | | 0.2% | | |

| Outpatient Medical | | | | | | 12 | | | | | | 360,905 | | | | | | 5.4% | | |

| Totals | | | | | | 94 | | | | | | $ | 2,939,097 | | | | | 4.6% | | |

| Seniors Housing Operating | | | | | | 5 | | | | | | $ | 88,815 | | | | | $ | 85,413 | | | | | —% | | |

| Triple-net | | | | | | 11 | | | | | | 109,917 | | | | | | 89,827 | | | | | | 3.8% | | |

| Outpatient Medical | | | | | | — | | | | | | 764 | | | | | | 393 | | | | | | —% | | |

| Totals | | | | | | 16 | | | | | | $ | 199,496 | | | | | $ | 175,633 | | | | | 3.8% | | |

Excludes properties sold that were recent development conversions.

| Interest coverage ratio | | | | | | 3.73x | | | | | | 3.89x | | | | | | 5.04x | | |

| Fixed charge coverage ratio | | | | | | 3.37x | | | | | | 3.43x | | | | | | 4.49x | | |

| | | | Atria Senior Living(2) | | | | | | 6% | | | | | | 2% | | | | | | —% | | |

| | | | Cogir Management Corporation | | | | | | 3% | | | | | | 2% | | | | | | 2% | | |

| | | | Remaining | | | | | | 70% | | | | | | 71% | | | | | | 74% | | |

(2) Year ended December 31, 2022 includes $58,621,000 of income recognized upon termination of a lease.

See Note 3 to our consolidated financial statements for further details.

In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the 147 skilled nursing properties and amended the lease on the remaining 58 assisted living and memory care properties that continue to be held by the Welltower/ProMedica joint venture.

The 58 assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty.

Concurrently with the above, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio.

Approximately 15 regional operators will enter into subleases with Integra to operate the properties.

Also in December 2022, we sold to Integra a 15% ownership interest in 54 of those skilled nursing facilities for approximately $73 million.

This transaction represents the initial tranche of the newly formed joint venture owned 85% by Welltower and 15% by Integra, which is anticipated to include the 147 skilled nursing facilities.

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

| 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 | | |

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.

To the extent 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.

During the early stages of the pandemic in 2020, our Outpatient Medical tenants 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 treatments.

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

rent obligations.

We evaluated each request on a case-by-case basis to determine if a form of rent relief was warranted following an examination of the tenant's financial health, rent coverage, current operating situation and other factors.

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

During the year ended December 31, 2021, we have continued to collect virtually all rent due from tenants in our Outpatient Medical portfolio, with uncollected amounts primarily attributable to local jurisdictions with COVID-19 related ordinances providing temporary rent relief to tenants.

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

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% | | |

| 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% | | |

| | | | Revera(2) | | | | | | 5% | | | | | | 5% | | | | | | 6% | | |

| | | | Avery Healthcare | | | | | | 4% | | | | | | 4% | | | | | | 3% | | |

| | | | Remaining | | | | | | 66% | | | | | | 67% | | | | | | 68% | | |

(2) Revera owns a controlling interest in Sunrise Senior Living.

| Investing activities | | | | | | (4,516,268) | | | | | | 2,347,928 | | | | | | (6,864,196) | | | | | | n/a | | | | | | (2,048,791) | | | | | | 4,396,719 | | | | | | n/a | | | | | | (2,467,477) | | | | | | 120 | | % |

| Financing activities | | | | | | 1,567,664 | | | | | | (2,080,858) | | | | | | 3,648,522 | | | | | | n/a | | | | | | 577,150 | | | | | | (2,658,008) | | | | | | n/a | | | | | | 990,514 | | | | | | 172 | | % |

*Operating Activities* The changes in net cash provided from operating activities are primarily attributable to declines in revenue as a result of decreased occupancy at our Seniors Housing Operating properties, straight-line receivable reserves related to Triple-net leases during the year ended December 31, 2021 and dispositions.

| Total | | | | | | $ | 700,551 | | | | | $ | 446,325 | | | | | $ | 254,226 | | | | | 57 | | % | | | | $ | 652,312 | | | | | $ | (205,987) | | | | | \-32 | | % | | | | $ | 48,239 | | | | | 7 | | % | | | |

In March 2021, we completed the issuance of $750,000,000 senior unsecured notes with a maturity date of June 2031.

In June 2021, we completed the issuance of $500,000,000 senior unsecured notes with a maturity date of January 2029.

Net proceeds from these debt issuances were used to redeem the remaining $339,128,000 of our 3.75% senior unsecured notes due 2023, $334,624,000 of our 3.95% senior unsecured notes due 2023, and $860,000,000 remaining on our term loan due April 2022.

In June 2021, we closed on a new $4,700,000,000 unsecured credit facility.

The credit facility includes $4,000,000,000 of revolving credit capacity.

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of Welltower Inc.

We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 16, 2022] [added: 21, 2023] expressed an unqualified opinion thereon.

[removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] At December 31, [removed: 2021,] [added: 2022,] the Company’s net real property owned was approximately [removed: $30.7] [added: $32.9] billion.

| [removed: Matter] [added: *Matter] in Our [removed: Audit] [added: Audit*] | | |

[removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] During the year ended December 31, [removed: 2021,] [added: 2022,] the Company completed approximately [removed: $4.1] [added: $2.3] billion of real estate acquisitions.

| | | | | | | December 31, [added: 2022 | | | | | | December 31,] 2021 | | | | | | December 31, 2020 | | |

| Land and land improvements | | | | | | $ | [removed: 3,968,430] [added: 4,249,834] | | | | | $ | [removed: 3,440,650] [added: 3,968,430] | |

| Buildings and improvements | | | | | | [removed: 31,062,203] [added: 33,651,336] | | | | | | [removed: 28,024,971] [added: 31,062,203] | | |

| Acquired lease intangibles | | | | | | [removed: 1,789,628] [added: 1,945,458] | | | | | | [removed: 1,500,030] [added: 1,789,628] | | |

| Real property held for sale, net of accumulated depreciation | | | | | | [removed: 134,097] [added: 133,058] | | | | | | [removed: 216,613] [added: 134,097] | | |

| Construction in progress | | | | | | [removed: 651,389] [added: 1,021,080] | | | | | | [removed: 487,742] [added: 651,389] | | |

| Less accumulated depreciation and amortization | | | | | | [removed: (6,910,114)] [added: (8,075,733)] | | | | | | [removed: (6,104,297)] [added: (6,910,114)] | | |