Welltower (WELL) 10-K risk factor changes: FY2023 vs FY2022

- any adverse developments in the business or financial condition of Sunrise [removed: Senior Living, LLC;][added: and Integra;]

Health care properties are often highly [removed: customizable] [added: customizable,] and the development or redevelopment of such properties may require costly tenant-specific improvements.

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

We have entered into various joint ventures that were structured under the provisions of [removed: the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”),] [added: RIDEA,] which permits REITs to own or partially own “qualified health care properties” in a structure through which we can participate directly in the cash flow of the properties’ operations (as compared to receiving only contractual rent payments) in compliance with REIT requirements.

However, as the owner of the property under a RIDEA structure, we are responsible for operational and legal risks and liabilities of the property, including, those relating to employment matters of our operators, compliance with health care fraud and abuse and other laws, governmental reimbursement matters, [added: data privacy and security laws,] 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., [removed: Medicare-] [added: Medicare] and Medicaid), which subjects us to potential liability under various health care laws.

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

[removed: Although we have some general oversight approval rights and the right to review operational and financial reporting information, our operators are] ultimately in control of the day-to-day business of the property, including clinical decision-making, and we rely on them to operate the properties in a manner that complies with applicable law.

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

We have the ability to terminate any of our management agreements upon the occurrence of certain events such as insolvency relating to such manager, and in some cases, [added: upon] the failure to meet specific NOI targets without [removed: curing, as well as] [added: curing (to] the [removed: occurrence of other events or certain conditions.][added: extent there is an ability to cure).]

These risks are magnified where we lease multiple properties to a [added: 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.]

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

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

The properties managed by Sunrise [removed: Senior Living, LLC (“Sunrise”)] account for a significant portion of our revenues and net operating income and any adverse developments in its business or financial condition could adversely affect us

As of December 31, [removed: 2022,] [added: 2023,] Sunrise managed [removed: 109] [added: 88] of our Seniors Housing Operating properties.

Under our management agreements, we rely on Sunrise’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage [removed: our Seniors Housing Operating properties efficiently and effectively.]

We have operations in the U.K. and Canada which represent [removed: 9.5%] [added: 9.1%] and [removed: 7.9%] [added: 7.7%] of total Welltower revenues, respectively.

These risks include, but are not limited to, any international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact from international trade disputes and the associated impact on our tenants' supply chain and consumer spending levels; changes in foreign political, regulatory, and economic conditions (regionally, nationally and locally) including, challenges in managing international operations; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign countries; local businesses and cultural factors that differ from our usual standards and practices; differences in lending practices and the willingness of domestic or foreign [added: 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, [added: volatility in commodity prices, credit and capital markets, an increase in cybersecurity incidents, as well as] labor market challenges affecting the recruitment and retention of employees.

[removed: Our competitors may offer] space at rental rates below current market rates or below the rental rates we currently charge our customers, we may lose potential customers, and we may be pressured to reduce our rental rates below those we currently charge to retain customers when leases expire.

Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect the ability of an obligor to meet its [removed: obligations to us.]

The federal government substantially funds the Medicaid expansion and as of December [removed: 2022,] [added: 2023,] the number of states implementing expansion has grown to more than [removed: 75%] [added: 80%] of all states.

[removed: The status of the] Health [removed: 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.

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

In addition, we may be directly subject to these laws, regulations and standards, as well as potential investigation or [removed: enforcement,] [added: enforcement and liability,] as a result of our RIDEA-structured arrangements, and certain other arrangements we may pursue with healthcare entities who are directly subject to these laws.

These events could materially adversely affect our operators’ or tenants’ ability to make [removed: rent] [added: a profit] or [removed: other obligatory payments to us.][added: our]

From time to time, we are directly involved or named as a party in [removed: in] legal proceedings, lawsuits and other claims that involve class actions, disputes regarding property damage, care matters and other issues.

Employment related class action lawsuits have increased in recent years, including class action lawsuits brought against our operators in certain states regarding employee and government requirements regarding wage and hour claims and fair housing complaints, as well as class action lawsuits related to [removed: COVID-19.][added: staffing and care.]

In the event that the operator is unable to obtain the necessary licensure, certification, provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any revenues on the facility until either the initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and contract with a new operator that is able to obtain a license to operate the facility for its intended use [removed: and the necessary provider agreements or contracts.]

In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties without a corresponding increase in revenue, resulting in adverse impacts to our [removed: net income.][added: results of operations.]

Our information technology networks, and those of our business partners are [removed: essential] [added: important enablers] to our ability to perform day-to-day operations of our business.

Cybersecurity incidents could disrupt our or our critical business partners’ business, damage our reputation, cause us to incur significant remediation expense and [removed: have a materially adverse effect on our business, financial condition and results of operations.][added: expose us to legal or regulatory claims or proceedings, including enforcement actions under data privacy or disclosure regulations.]

We [added: and our operators and managers] are subject to numerous laws and regulations governing the protection of personal and confidential information of our [removed: clients or] [added: clients, residents and/or] employees, including U.S. federal and state laws (including the [removed: State of California] [added: CCPA] and HIPAA), and [removed: non- U.S.] [added: non-U.S.] laws, such as the U.K. General Data Protection Regulation and the [removed: EU General Data Protection Regulation,] [added: E.U. GDPR,] which impose a number of obligations on us.

These obligations vary from state to state and country to country, but generally have accountability and transparency [removed: including consent, detailed information and data removal and security] requirements.

Some jurisdictions [removed: impose] [added: (including] the [removed: same requirements] [added: EU] and [added: U.K.) impose] restrictions on transfers of data from their jurisdictions to jurisdictions that they do not consider adequate.

Many jurisdictions assess fines, the magnitude of which may depend on the annual global revenue of the [removed: noncompliant company,] [added: company and] the nature, gravity and duration of, [removed: and] the violation.

Complying with these laws may cause us [added: or our operators and managers] to incur substantial operational and compliance costs or require us to change our business practices.

Despite efforts to bring our practices into compliance with these laws, we [added: or our operators and managers] may not be successful either due to internal or [removed: external factors such as resource allocation limitations or a lack of cooperation among our business partners.]

Non-compliance [added: or alleged non-compliance with laws, contractual agreements or industry standards] could result in [added: scrutiny or] proceedings against us by governmental entities, regulators, our business partners, residents of our communities, data subjects, suppliers, vendors or other parties.

Further, there is a risk that compliance measures we undertake will not be implemented correctly or that individuals within our business or [removed: that] [added: those] of our business partners will not be fully compliant with [removed: the new procedures.][added: legal obligations.]

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

- bank failures or other events affecting financial institutions;

- evolving privacy regulations;

- ESG-related commitments and expectations;

The actual costs of development or redevelopment may be greater than our estimates.

These risks may be exacerbated by the volume and complexity of such activity, as well as geopolitical tension or instability, inflationary pressures, interest rate fluctuations and supply chain disruptions.

Although we have some general oversight approval rights and the right to review operational and financial reporting information, our operators are

In addition, many of our management agreements are terminable by us for no cause upon a reasonable notice period and in some cases, upon payment of a termination fee.

The impacts of such events could be severe and far-reaching, and may impact our operations in several ways, including: (i) operators and tenants could experience deteriorating financial conditions and be unable or unwilling to pay payments to us on time and in full; (ii) we may have to restructure operators' or tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) we may experience 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 introduce additional operational risks including cybersecurity risks; (iv) increased operational costs incurred by us and our operators across all of our properties as a result of public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and tenants, unique pressures on seniors housing and medical practice employees during pandemics like the COVID-19 pandemic including labor shortages resulting from macroeconomic trends; and (v) costs of development including expenditures for materials utilized in construction and labor essential to complete existing developments in progress, may increase substantially.

our Seniors Housing Operating properties efficiently and effectively.

We depend on Integra for a significant portion of our revenues and any failure, inability or unwillingness by them to satisfy obligations under their agreements with us could adversely affect us

As of December 31, 2023, we lease 147 properties to Integra under a triple-net master lease, which account for a significant portion of our revenues.

Integra subleases these properties to various regional operators who manage the property operations.

We depend on Integra to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties.

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

Integra has also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with the facilities, and we cannot assure you that Integra will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations.

Integra's failure to effectively oversee the operations of their subtenants or their obligation to maintain and improve our properties could adversely affect the subtenant operators' business reputations and the subtenant operators' ability to attract and retain patients and residents in our properties, which in turn, could adversely affect our business, results of operations and financial condition.

Our competitors may offer

obligations to us.

operators' or tenants' ability to make rent or other obligatory payments to us.

Additional conditions and risks affecting our development/redevelopment and construction projects include: (i) liability if our communities are not constructed in compliance with the accessibility provisions of the Americans with Disabilities Acts, the Fair Housing Act or other federal, state or local requirements, which noncompliance could result in imposition of fines, an award of damage to private litigants and a requirement that we undertake structural modifications to remedy the noncompliance; (ii) cost overruns, especially in the current inflationary environment, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (iii) the potential for fluctuation of occupancy rates and rents at redeveloped properties, which may result in our investment not being profitable; (iv) the potential that we may expend funds and management time, or fail to recover expenses already incurred, if we do not complete projects already started or abandon development or redevelopment opportunities after we begin to explore them; (v) the inability to complete leasing of a property on schedule or at all, resulting in an increase in carrying or development or redevelopment costs; (vi) the possibility that properties will be leased at below expected rental rates and (vii) to the extent the development or redevelopment activities are conducted in partnership with third parties, the possibility of disputes with our joint venture partners and the potential that we miss certain project management deadlines.

and the necessary provider agreements or contracts.

Bank failures or other events affecting financial institutions could have a material adverse effect on our and our operators' and tenants' liquidity, results of operations and financial condition

The failure of a bank, or events involving limited liquidity, defaults, non-performance or other adverse conditions in the financial or credit markets impacting financial institutions, or concerns or rumors about such events, may adversely impact us, either directly or through an adverse impact on our tenants, operators and borrowers.

A bank failure or other event affecting financial institutions could lead to disruptions in our or our tenants', operators' and borrowers' access to bank deposits or borrowing capacity, including access to letters of credit from certain of our tenants relating to lease obligations.

In addition, our or our tenants', operators' and borrowers' deposits in excess of the Federal Deposit Insurance Corporation limits may not be backstopped by the U.S. government, and banks or financial institutions with which we or our tenants, operators and borrowers do business may be unable to obtain needed liquidity from other banks, government institutions or by acquisition in the event of a failure or liquidity crisis.

Any adverse effects to our tenants', operators' or borrowers' liquidity or financial performance could affect their ability to meet their financial and other contractual obligations to us, which could have a material adverse effect on our business, results of operations and financial condition.

For example, in 2023, the weather phenomenon known as El Niño returned.

This phenomenon generally results in an increase in storms, flooding and landslides in Southern California, heavier precipitation along the Gulf of Mexico and an increase in severe weather in Florida.

external factors such as resource allocation limitations or a lack of cooperation among our business partners.

Such laws may be interpreted and applied differently depending on the jurisdiction and continue to evolve, making it difficult to predict how they may develop and apply to us.

ESG-related commitments and expectations expose us to numerous risks

We have made, and expect to continue to make, commitments and disclosures related to ESG initiatives and goals.

Statements related to ESG goals, targets and objectives reflect our current plans and do not constitute a guarantee that they will be achieved.

Our ability to achieve any stated goal, target, or objective, including with respect to emissions reduction, is subject to numerous factors and conditions, some of which are outside of our control.

In addition, standards for tracking and reporting on ESG matters, including emissions, have not been harmonized and continue to evolve.

Similarly, our failure or perceived failure to pursue or fulfill our ESG goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation.

Investors and other stakeholders have become increasingly focused on understanding how companies address a variety of ESG factors.

Investors may consider a company's ESG-related business practices, scores and reporting, including the company's disclosures and ESG rating systems developed by third parties, as they evaluate investment decisions.

The criteria used in these rating systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us or other companies accurately.

Medicaid), administrative sanctions and civil monetary penalties.

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.

In particular, the ongoing COVID-19 pandemic may continue to adversely affect our business, results of operations, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price.

The COVID-19 pandemic has had adverse effects on our business, operations and financial condition, including:

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

- increased operational costs incurred by us and our operators across all of our properties as a result of public health measures and other regulations affecting our properties and operations, as well as additional health and safety measures adopted by us and our operators and tenants, unique pressures on seniors housing and medical practice employees during the COVID-19 pandemic including labor shortages resulting from macroeconomic trends, decreased employee morale and productivity as a result of difficult conditions and stress related to the COVID-19 pandemic, and higher operator and tenant cost of insurance and such insurance may not cover certain claims related to COVID-19; and

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

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

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

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

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

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.

Due to the uncertainty of the long term effects of the COVID-19 pandemic, general and professional liability insurance coverage may be restricted or very costly, which may adversely affect the tenants’, operators’ and managers’ future operations, cash flows and financial conditions, and may have a material adverse effect on the tenants’, operators’ and managers’ ability to meet their obligations to us.

The likelihood of these actions may increase due to the uncertainty of the long term effects of the COVID-19 pandemic.

Cybersecurity breaches that compromise proprietary, personal identifying or confidential information of our employees, operators, tenants and partners, or result in operational disruptions, could result in legal claims or proceedings, including enforcement actions by regulators under data privacy regulations.

arrangements, maintenance of our REIT qualification, restrictions under Delaware law and other factors as our Board of Directors may deem relevant from time to time.

In the event that timing differences occur, or we deem

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

| | | | | | | December 31, [added: 2023 | | | | | | December 31,] 2022 | | | | | | [added: $] | | | | | | [removed: December 31, 2021] [added: %] | | | | | | [added: December 31, 2023] | | | | | | December 31, [removed: 2020] [added: 2022] | | | | | | [added: $] | | | [added: | | | % | | |]

| Debt assumed | | | | | | [removed: 39,574 | | | | | | 16.68% | | |] [added: 46,741] | | | — | | | [removed: | | | —% | | | | | |] — | | | | | | [removed: —%] [added: —] | | |

| | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ | | | | | | % | | | | | | [removed: 2020] [added: 2021] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| | | | Rental income | | | | | | $ | [removed: 669,457] [added: 741,322] | | | | | $ | [removed: 613,254] [added: 669,457] | | | | | $ | [removed: 56,203] [added: 71,865] | | | | | [removed: 9] [added: 11] | | % | | | | $ | [removed: 709,584] [added: 613,254] | | | | | $ | [removed: (96,330)] [added: 56,203] | | | | | [removed: \-14] [added: 9] | | % | | | | $ | [removed: (40,127)] [added: 128,068] | | | | | [removed: \-6] [added: 21] | | % |

| | | | Interest income | | | | | | [removed: 302] [added: 666] | | | | | | [removed: 8,792] [added: 302] | | | | | | [removed: (8,490)] [added: 364] | | | | | | [removed: \-97] [added: 121] | | % | | | | [removed: 5,913] [added: 8,792] | | | | | | [removed: 2,879] [added: (8,490)] | | | | | | [removed: 49] [added: \-97] | | % | | | | [removed: (5,611)] [added: (8,126)] | | | | | | [removed: \-95] [added: \-92] | | % |

| | | | Other income | | | | | | [removed: 8,998] [added: 9,167] | | | | | | [removed: 13,243] [added: 8,998] | | | | | | [removed: (4,245)] [added: 169] | | | | | | [removed: \-32] [added: 2] | | % | | | | [removed: 4,522] [added: 13,243] | | | | | | [removed: 8,721] [added: (4,245)] | | | | | | [removed: 193] [added: \-32] | | % | | | | [removed: 4,476] [added: (4,076)] | | | | | | [removed: 99] [added: \-31] | | % |

| | | | Total revenues | | | | | | [removed: 678,757] [added: 751,155] | | | | | | [removed: 635,289] [added: 678,757] | | | | | | [removed: 43,468] [added: 72,398] | | | | | | [removed: 7] [added: 11] | | % | | | | [removed: 720,019] [added: 635,289] | | | | | | [removed: (84,730)] [added: 43,468] | | | | | | [removed: \-12] [added: 7] | | % | | | | [removed: (41,262)] [added: 115,866] | | | | | | [removed: \-6] [added: 18] | | % |

| Property operating expenses | | | | | | | | | [removed: 205,997] [added: 231,956] | | | | | | [removed: 186,939] [added: 205,997] | | | | | | [removed: 19,058] [added: 25,959] | | | | | | [removed: 10] [added: 13] | | % | | | | [removed: 214,948] [added: 186,939] | | | | | | [removed: (28,009)] [added: 19,058] | | | | | | [removed: \-13] [added: 10] | | % | | | | [removed: (8,951)] [added: 45,017] | | | | | | [removed: \-4] [added: 24] | | % |

| | | | NOI(1) | | | | | | [removed: 472,760] [added: 519,199] | | | | | | [removed: 448,350] [added: 472,760] | | | | | | [removed: 24,410] [added: 46,439] | | | | | | [removed: 5] [added: 10] | | % | | | | [removed: 505,071] [added: 448,350] | | | | | | [removed: (56,721)] [added: 24,410] | | | | | | [removed: \-11] [added: 5] | | % | | | | [removed: (32,311)] [added: 70,849] | | | | | | [removed: \-6] [added: 16] | | % |

| | | | Depreciation and amortization | | | | | | [removed: 239,681] [added: 263,302] | | | | | | [removed: 223,302] [added: 239,681] | | | | | | [removed: 16,379] [added: 23,621] | | | | | | [removed: 7] [added: 10] | | % | | | | [removed: 261,371] [added: 223,302] | | | | | | [removed: (38,069)] [added: 16,379] | | | | | | [removed: \-15] [added: 7] | | % | | | | [removed: (21,690)] [added: 40,000] | | | | | | [removed: \-8] [added: 18] | | % |

| | | | Interest expense | | | | | | [removed: 18,078] [added: 10,543] | | | | | | [removed: 17,506] [added: 18,078] | | | | | | [removed: 572] [added: (7,535)] | | | | | | [removed: 3] [added: \-42] | | % | | | | [removed: 17,579] [added: 17,506] | | | | | | [removed: (73)] [added: 572] | | | | | | [removed: —] [added: 3] | | % | | | | [removed: 499] [added: (6,963)] | | | | | | [removed: 3] [added: \-40] | | % |

| | | | Loss (gain) on extinguishment of debt, net | | | | | | [removed: 15] [added: 7] | | | | | | [removed: (4)] [added: 15] | | | | | | [removed: 19] [added: (8)] | | | | | | [removed: 475] [added: \-53] | | % | | | | [removed: 1,046] [added: (4)] | | | | | | [removed: (1,050)] [added: 19] | | | | | | [removed: \-100] [added: 475] | | % | | | | [removed: (1,031)] [added: 11] | | | | | | [removed: \-99] [added: 275] | | % |

| | | | Provision for loan losses, net | | | | | | [removed: (8)] [added: 264] | | | | | | [removed: (3,463)] [added: (8)] | | | | | | [removed: 3,455] [added: 272] | | | | | | [removed: 100] [added: n/a] | | [removed: %] | | | | [removed: 3,202] [added: (3,463)] | | | | | | [removed: (6,665)] [added: 3,455] | | | | | | [removed: \-208] [added: 100] | | % | | | | [removed: (3,210)] [added: 3,727] | | | | | | [removed: \-100] [added: 108] | | % |

| | | | Impairment of assets | | | | | | [removed: 761] [added: —] | | | | | | [removed: 2,211] [added: 761] | | | | | | [removed: (1,450)] [added: (761)] | | | | | | [removed: \-66] [added: \-100] | | % | | | | [removed: —] [added: 2,211] | | | | | | [removed: 2,211] [added: (1,450)] | | | | | | [removed: n/a] [added: \-66] | | [added: %] | | | | [removed: 761] [added: (2,211)] | | | | | | [removed: n/a] [added: \-100] | | [added: %] |

| | | | Other expenses | | | | | | [removed: 2,537] [added: 2,289] | | | | | | [removed: 2,523] [added: 2,537] | | | | | | [removed: 14] [added: (248)] | | | | | | [removed: 1] [added: \-10] | | % | | | | [removed: 8,218] [added: 2,523] | | | | | | [removed: (5,695)] [added: 14] | | | | | | [removed: \-69] [added: 1] | | % | | | | [removed: (5,681)] [added: (234)] | | | | | | [removed: \-69] [added: \-9] | | % |

| | | | | | | | | | [removed: 261,064] [added: 276,405] | | | | | | [removed: 242,075] [added: 261,064] | | | | | | [removed: 18,989] [added: 15,341] | | | | | | [removed: 8] [added: 6] | | % | | | | [removed: 291,416] [added: 242,075] | | | | | | [removed: (49,341)] [added: 18,989] | | | | | | [removed: \-17] [added: 8] | | % | | | | [removed: (30,352)] [added: 34,330] | | | | | | [removed: \-10] [added: 14] | | % |

| Income [added: (loss)] from continuing operations before income taxes and other item | | | | | | | | | [removed: 211,696] [added: 242,794] | | | | | | [removed: 206,275] [added: 211,696] | | | | | | [removed: 5,421] [added: 31,098] | | | | | | [removed: 3] [added: 15] | | % | | | | [removed: 213,655] [added: 206,275] | | | | | | [removed: (7,380)] [added: 5,421] | | | | | | [removed: \-3] [added: 3] | | % | | | | [removed: (1,959)] [added: 36,519] | | | | | | [removed: \-1] [added: 18] | | % |

| Income (loss) from unconsolidated entities | | | | | | | | | [removed: (2,467)] [added: (307)] | | | | | | [removed: (4,395)] [added: (2,467)] | | | | | | [removed: 1,928] [added: 2,160] | | | | | | [removed: 44] [added: 88] | | % | | | | [removed: 7,312] [added: (4,395)] | | | | | | [removed: (11,707)] [added: 1,928] | | | | | | [removed: \-160] [added: 44] | | % | | | | [removed: (9,779)] [added: 4,088] | | | | | | [removed: \-134] [added: 93] | | % |

| Gain (loss) on real estate dispositions, net | | | | | | | | | [removed: (6,399)] [added: (651)] | | | | | | [removed: 93,348] [added: (6,399)] | | | | | | [removed: (99,747)] [added: 5,748] | | | | | | [removed: \-107] [added: 90] | | % | | | | [removed: 695,918] [added: 93,348] | | | | | | [removed: (602,570)] [added: (99,747)] | | | | | | [removed: \-87] [added: \-107] | | % | | | | [removed: (702,317)] [added: (93,999)] | | | | | | \-101 | | % |

| Income [added: (loss)] from continuing operations | | | | | | | | | [removed: 202,830] [added: 241,836] | | | | | | [removed: 295,228] [added: 202,830] | | | | | | [removed: (92,398)] [added: 39,006] | | | | | | [removed: \-31] [added: 19] | | % | | | | [removed: 916,885] [added: 295,228] | | | | | | [removed: (621,657)] [added: (92,398)] | | | | | | [removed: \-68] [added: \-31] | | % | | | | [removed: (714,055)] [added: (53,392)] | | | | | | [removed: \-78] [added: \-18] | | % |

| Net income (loss) | | | | | | | | | [removed: 202,830] [added: 241,836] | | | | | | [removed: 295,228] [added: 202,830] | | | | | | [removed: (92,398)] [added: 39,006] | | | | | | [removed: \-31] [added: 19] | | % | | | | [removed: 916,885] [added: 295,228] | | | | | | [removed: (621,657)] [added: (92,398)] | | | | | | [removed: \-68] [added: \-31] | | % | | | | [removed: (714,055)] [added: (53,392)] | | | | | | [removed: \-78] [added: \-18] | | % |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | | | | [removed: 7,180] [added: 1,910] | | | | | | [removed: 4,916] [added: 7,180] | | | | | | [removed: 2,264] [added: (5,270)] | | | | | | [removed: 46] [added: \-73] | | % | | | | [removed: (278)] [added: 4,916] | | | | | | [removed: 5,194] [added: 2,264] | | | | | | [removed: n/a] [added: 46] | | [added: %] | | | | [removed: 7,458] [added: (3,006)] | | | | | | [removed: n/a] [added: \-61] | | [added: %] |

| Net income (loss) attributable to common stockholders | | | | | | | | | $ | [removed: 195,650] [added: 239,926] | | | | | $ | [removed: 290,312] [added: 195,650] | | | | | $ | [removed: (94,662)] [added: 44,276] | | | | | [removed: \-33] [added: 23] | | % | | | | $ | [removed: 917,163] [added: 290,312] | | | | | $ | [removed: (626,851)] [added: (94,662)] | | | | | [removed: \-68] [added: \-33] | | % | | | | $ | [removed: (721,513)] [added: (50,386)] | | | | | [removed: \-79] [added: \-17] | | % |

Rental income has increased due primarily to acquisitions and construction conversions that occurred during [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

For the year ended December 31, [removed: 2022,] [added: 2023,] our consolidated Outpatient Medical portfolio signed [removed: 435,000] [added: 512,694] square feet of new leases and [removed: 1,826,000] [added: 2,255,492] square feet of renewals.

The weighted-average term of these leases was seven years, with a rate of [removed: $38.19] [added: $37.52] per square foot and tenant improvement and lease commission costs of [removed: $26.77] [added: $28.00] per square foot.

Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 1.0% to [removed: 7.0%.][added: 28.0%.]

The fluctuation in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

| | | | | | | [removed: December 31, 2022 | | | | | | December 31, 2021 | | | | | | $ | | | | | | %] [added: 2023] | | | | | | [removed: December 31,] 2022 | | | | | | [removed: December 31,] 2021 | | | [removed: | | | $ | | | | | | % | | |]

(1) Relates to [removed: 361] [added: 377] properties for the QTD Pool and [removed: 349] [added: 366] properties for the YTD Pool.

During the year ended December 31, [removed: 2022,] [added: 2023,] we completed [removed: two] [added: four] Outpatient Medical construction [removed: projects] [added: conversions] representing [removed: $44,778,000] [added: $190,770,000] or [removed: $383] [added: $582] per square foot.

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

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

| Beginning balance | | | | | | $ | [removed: 530,254 | | | | | 3.49% |] [added: 388,836] | | | | | $ | [removed: 548,229 | | | | | 3.55% |] [added: 530,254] | | | | | $ | [removed: 572,267 | | | | | 3.97% |] [added: 548,229] | |

| Debt extinguished | | | | | | [removed: (131,582)] [added: (200,955)] | | | | | | [removed: 4.26%] [added: (131,582)] | | | | | | (7,670) | | | [removed: | | | 5.64% | | | | | | (14,205) | | | | | | 5.34% | | |]

| Principal payments | | | | | | [removed: (9,836)] [added: (5,485)] | | | | | | [removed: 4.45%] [added: (9,836)] | | | | | | (10,305) | | | [removed: | | | 4.43% | | | | | | (9,833) | | | | | | 4.60% | | |]

| Ending balance | | | | | | $ | [removed: 388,836 | | | | | 4.38% |] [added: 229,137] | | | | | $ | [removed: 530,254 | | | | | 3.49% |] [added: 388,836] | | | | | $ | [removed: 548,229 | | | | | 3.55% |] [added: 530,254] | |

| | | | Other income | | | | | | $ | [removed: 4,934] [added: 69,868] | | | | | $ | [removed: 2,992] [added: 4,934] | | | | | $ | [removed: 1,942] [added: 64,934] | | | | | [removed: 65] [added: n/a] | | [removed: %] | | | | $ | [removed: 2,781] [added: 2,992] | | | | | $ | [removed: 211] [added: 1,942] | | | | | [removed: 8] [added: 65] | | % | | | | $ | [removed: 2,153] [added: 66,876] | | | | | [removed: 77] [added: n/a] | | [removed: %] |

| | | | Total revenues | | | | | | [removed: 4,934] [added: 69,868] | | | | | | [removed: 2,992] [added: 4,934] | | | | | | [removed: 1,942] [added: 64,934] | | | | | | [removed: 65] [added: n/a] | | [removed: %] | | | | [removed: 2,781] [added: 2,992] | | | | | | [removed: 211] [added: 1,942] | | | | | | [removed: 8] [added: 65] | | % | | | | [removed: 2,153] [added: 66,876] | | | | | | [removed: 77] [added: n/a] | | [removed: %] |

| SSNOI(1) | | | | | | $ | 119,706 | | | | | $ | 115,180 | | | | | $ | 4,526 | | | | | 3.9 | | % | | | | $ | 451,959 | | | | | $ | 441,664 | | | | | $ | 10,295 | | | | | 2.3 | | % |

During the year ended December 31, 2023, no impairment charge was recorded.

| As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Expected Conversion Year | | | | | | Properties | | | | | | Square Feet | | | | | | Anticipated Remaining Funding | | | | | | Construction in Progress Balance | | |

| 2024 | | | | | | 10 | | | | | | 788,925 | | | | | | $ | 277,333 | | | | | $ | 174,476 | |

| 2025 | | | | | | 2 | | | | | | 149,290 | | | | | | 93,663 | | | | | | 7,249 | | |

| TBD(1) | | | | | | 1 | | | | | | | | | | | | | | | | | | 33,369 | | |

| Total | | | | | | 13 | | | | | | | | | | | | | | | | | | $ | 215,094 | |

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

| Ending weighted average interest | | | | | | 5.42 | | % | | | | 4.38 | | % | | | | 3.49 | | % |

| | | | NOI(1) | | | | | | 51,750 | | | | | | (11,311) | | | | | | 63,061 | | | | | | 558 | | % | | | | (5,825) | | | | | | (5,486) | | | | | | \-94 | | % | | | | 57,575 | | | | | | 988 | | % |

| Income tax (expense) benefit | | | | | | | | | (6,364) | | | | | | (7,247) | | | | | | 883 | | | | | | 12 | | % | | | | (8,713) | | | | | | 1,466 | | | | | | 17 | | % | | | | 2,349 | | | | | | 27 | | % |

| Net income (loss) | | | | | | | | | (678,584) | | | | | | (664,856) | | | | | | (13,728) | | | | | | \-2 | | % | | | | (628,310) | | | | | | (36,546) | | | | | | \-6 | | % | | | | (50,274) | | | | | | \-8 | | % |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | | | | (1,172) | | | | | | (526) | | | | | | (646) | | | | | | \-123 | | % | | | | (4) | | | | | | (522) | | | | | | n/a | | | | | | (1,168) | | | | | | n/a | | |

| Net loss attributable to common stockholders | | | | | | | | | $ | (677,412) | | | | | $ | (664,330) | | | | | $ | (13,082) | | | | | \-2 | | % | | | | $ | (628,306) | | | | | $ | (36,024) | | | | | \-6 | | % | | | | $ | (49,106) | | | | | \-8 | | % |

The increase in other income for the year ended December 31, 2023 is primarily due to interest earned on deposits.

The increase during the year ended December 31, 2023 is primarily driven by compensation costs associated with increased employee headcount.

Redeveloped properties (including major refurbishments of a Seniors Housing Operating property

| Loss (gain) on real estate dispositions, net | | | | | | (67,898) | | | | | | (16,043) | | | | | | (235,375) | | |

| Impairment of assets | | | | | | 36,097 | | | | | | 17,502 | | | | | | 51,107 | | |

| Depreciation and amortization | | | | | | 1,401,101 | | | | | | 1,310,368 | | | | | | 1,037,566 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | |

| Total revenues | | | $ | 1,136,681 | | | | | $ | 996,612 | | | | | $ | 1,164,439 | | | | | $ | 1,071,210 | | | | | $ | 1,203,899 | | | | | $ | 1,072,600 | | | | | $ | 1,268,624 | | | | | $ | 1,104,995 | | | | | $ | 4,773,643 | | | | | $ | 4,245,417 | |

| Property operating expenses | | | 883,784 | | | | | | 789,928 | | | | | | 885,187 | | | | | | 789,299 | | | | | | 918,990 | | | | | | 841,914 | | | | | | 967,547 | | | | | | 870,904 | | | | | | 3,655,508 | | | | | | 3,292,045 | | |

| Total revenues | | | $ | 184,831 | | | | | $ | 163,323 | | | | | $ | 186,192 | | | | | $ | 166,322 | | | | | $ | 191,958 | | | | | $ | 172,178 | | | | | $ | 188,174 | | | | | $ | 176,934 | | | | | $ | 751,155 | | | | | $ | 678,757 | |

| Consolidated properties | | | | | | 918 | | | | | | 614 | | | | | | 369 | | | | | | 1,901 | | | | | | 918 | | | | | | 614 | | | | | | 369 | | | | | | 1,901 | | |

| Total properties | | | | | | 1,000 | | | | | | 653 | | | | | | 447 | | | | | | 2,100 | | | | | | 1,000 | | | | | | 653 | | | | | | 447 | | | | | | 2,100 | | |

| Recent acquisitions/development conversions(1) | | | | | | (78) | | | | | | (74) | | | | | | (42) | | | | | | (194) | | | | | | (169) | | | | | | (74) | | | | | | (53) | | | | | | (296) | | |

| Transitions(3) | | | | | | (168) | | | | | | (162) | | | | | | — | | | | | | (330) | | | | | | (168) | | | | | | (162) | | | | | | — | | | | | | (330) | | |

| Same store properties | | | | | | 647 | | | | | | 364 | | | | | | 377 | | | | | | 1,388 | | | | | | 556 | | | | | | 364 | | | | | | 366 | | | | | | 1,286 | | |

| NOI attributable to non-same store properties | | | | | | (67,994) | | | | | | (35,860) | | | | | | (330,696) | | | | | | (223,436) | | |

| Currency and ownership adjustments (1) | | | | | | (416) | | | | | | 1,409 | | | | | | (159) | | | | | | 1,442 | | |

| SSNOI at Welltower Share | | | | | | 236,993 | | | | | | 193,149 | | | | | | 788,605 | | | | | | 654,320 | | |

| NOI attributable to non-same store properties | | | | | | (138,314) | | | | | | (104,199) | | | | | | (518,519) | | | | | | (404,629) | | |

| Currency and ownership adjustments (1) | | | | | | (581) | | | | | | 355 | | | | | | (2,630) | | | | | | (2,165) | | |

| SSNOI at Welltower Share | | | | | | 110,219 | | | | | | 107,627 | | | | | | 436,238 | | | | | | 426,557 | | |

| SSNOI at Welltower Share | | | | | | 119,706 | | | | | | 115,180 | | | | | | 451,959 | | | | | | 441,664 | | |

| Seniors Housing Operating | | | | | | 236,993 | | | | | | 193,149 | | | | | | 788,605 | | | | | | 654,320 | | |

| Triple-net | | | | | | 110,219 | | | | | | 107,627 | | | | | | 436,238 | | | | | | 426,557 | | |

| Outpatient Medical | | | | | | 119,706 | | | | | | 115,180 | | | | | | 451,959 | | | | | | 441,664 | | |

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

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

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

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

| Beginning balance | | | | | | $ | 72,536 | | | | | 4.57% | | | | | | $ | 123,652 | | | | | 4.91% | | | | | | $ | 306,038 | | | | | 3.60% | | |

| Debt extinguished | | | | | | (39,574) | | | | | | 16.68% | | | | | | (46,402) | | | | | | 5.43% | | | | | | (176,875) | | | | | | 2.03% | | |

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

| Principal payments | | | | | | (879) | | | | | | 4.37% | | | | | | (4,679) | | | | | | 5.14% | | | | | | (4,376) | | | | | | 5.16% | | |

| Foreign currency | | | | | | — | | | | | | —% | | | | | | (35) | | | | | | 5.43% | | | | | | (1,135) | | | | | | 2.97% | | |

| Ending balance | | | | | | $ | 39,179 | | | | | 4.39% | | | | | | $ | 72,536 | | | | | 4.57% | | | | | | $ | 123,652 | | | | | 4.91% | | |

| Monthly averages | | | | | | $ | 39,584 | | | | | 4.39% | | | | | | $ | 117,966 | | | | | 4.90% | | | | | | $ | 215,796 | | | | | 3.85% | | |

A portion of our Triple-net properties were formed through partnerships.

Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner.

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

Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.

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

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

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

During the year ended December 31, 2021, we recognized an impairment charge of $2,211,000 related to one held for sale property.

| Location | | | | | | Square Feet | | | | | | Commitment | | | | | | Balance | | | | | | Est. Completion | | |

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

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

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

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

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

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

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

| Monthly averages | | | | | | $ | 485,161 | | | | | 3.89% | | | | | | $ | 540,947 | | | | | 3.52% | | | | | | $ | 562,017 | | | | | 3.72% | | |

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

| Net loss attributable to common stockholders | | | | | | | | | $ | (664,856) | | | | | $ | (628,310) | | | | | $ | (36,546) | | | | | \-6 | | % | | | | $ | (629,666) | | | | | $ | 1,356 | | | | | — | | % | | | | $ | (35,190) | | | | | \-6 | | % |

The loss on extinguishment recognized during the year ended December 31, 2021 is due primarily to the early extinguishment of $339,128,000 of our 3.75% senior unsecured notes due March 2023 and $334,624,000 of our 3.95% senior unsecured notes due September 2023.

excludes historical cost depreciation from net income.

Dollar amounts are in thousands.

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

| Property operating expenses | | | 789,928 | | | | | | 555,968 | | | | | | 789,299 | | | | | | 582,361 | | | | | | 841,914 | | | | | | 666,610 | | | | | | 870,904 | | | | | | 724,405 | | | | | | 3,292,045 | | | | | | 2,529,344 | | |

| Total revenues | | | $ | 163,323 | | | | | $ | 156,223 | | | | | $ | 166,322 | | | | | $ | 159,072 | | | | | $ | 172,178 | | | | | $ | 159,503 | | | | | $ | 176,934 | | | | | $ | 160,491 | | | | | $ | 678,757 | | | | | $ | 635,289 | |

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

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

| Recent acquisitions/development conversions(1) | | | | | | (114) | | | | | | (11) | | | | | | (24) | | | | | | (149) | | | | | | (254) | | | | | | (40) | | | | | | (36) | | | | | | (330) | | |

| Transitions(3) | | | | | | (108) | | | | | | (150) | | | | | | — | | | | | | (258) | | | | | | (108) | | | | | | (150) | | | | | | — | | | | | | (258) | | |

| | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | |

| Senior unsecured notes | | | | | | $ | [removed: 10,839,782] [added: 12,800,253] | | | | | $ | [removed: (488,159)] [added: (515,723)] | | | | | $ | [removed: 11,002,297] [added: 10,839,782] | | | | | $ | [removed: (1,059,031)] [added: (488,159)] | |

| Secured debt | | | | | | [removed: 1,448,567] [added: 1,625,364] | | | | | | [removed: (36,654)] [added: (58,066)] | | | | | | [removed: 1,490,708] [added: 1,448,567] | | | | | | [removed: (44,222)] [added: (36,654)] | | |

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $2,426,134,000] [added: $1,496,447,000] outstanding related to our variable rate debt after considering the effects of interest rate swaps.

Assuming no changes in outstanding balances, a 1% increase in interest rates would [removed: result] [added: have resulted] in increased annual interest expense of $24,261,000.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $1,742,268,000] [added: $2,426,134,000] of outstanding variable rate debt.

Assuming no changes in outstanding balances, a 1% increase in interest rates would [removed: have resulted] [added: result] in increased annual interest expense of [removed: $17,423,000.][added: $14,964,000.]

Based solely on our results for the year ended December 31, [removed: 2022,] [added: 2023,] 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: $8,000,000.][added: $9,000,000.]

| Foreign currency exchange contracts | | | | | | $ | [removed: 190,418] [added: 10,811] | | | | | $ | [removed: 14,238] [added: 5,087] | | | | | $ | [removed: 32,280] [added: 190,418] | | | | | $ | [removed: 19,740] [added: 14,238] | |

| Debt designated as hedges | | | | | | [removed: 1,452,832] [added: 1,527,380] | | | | | | [removed: 14,528] [added: 15,274] | | | | | | [removed: 1,613,164] [added: 1,452,832] | | | | | | [removed: 16,132] [added: 14,528] | | |

| Totals | | | | | | $ | [removed: 1,643,250] [added: 1,538,191] | | | | | $ | [removed: 28,766] [added: 20,361] | | | | | $ | [removed: 1,645,444] [added: 1,643,250] | | | | | $ | [removed: 35,872] [added: 28,766] | |

| Totals | | | | | | $ | 14,425,617 | | | | | $ | (573,789) | | | | | $ | 12,288,349 | | | | | $ | (524,813) | |

| | | | | | | December 31, 2023 | | | | | | | | | | | | December 31, 2022 | | | | | | | | |

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

Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of [removed: 99.751%] [added: 99.765%] as of December 31, [removed: 2022.][added: 2023.]

All debt including credit facilities, senior notes and secured debt is incurred by Welltower [removed: OP,] [added: OP or its subsidiaries,] and Welltower Inc. has fully and unconditionally guaranteed all existing and future senior unsecured notes.

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: 2022.][added: 2023.]

Properties are [removed: primarily] [added: often] held in joint venture entities with operating partners.

*Seniors Apartments* Seniors apartments generally refer to age-restricted [added: or age-targeted] multi-unit housing with self-contained living units for older adults, usually aged 55+ who are able to care for themselves.

Our Seniors Housing Operating segment accounted for 72%, [removed: 68%] [added: 72%] and [removed: 67%] [added: 68%] of total revenues for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2022,] [added: 2023,] we had relationships with [removed: 43 operators] [added: 51 partners] to manage our Seniors Housing Operating properties.

For the year ended December 31, [removed: 2022,] [added: 2023,] our relationship with Sunrise Senior Living [added: ("Sunrise")] accounted for approximately [removed: 20%] [added: 17%] of our Seniors Housing Operating segment revenues and [removed: 14%] [added: 12%] of our total revenues.

Our properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, [removed: building repairs,] maintenance costs and all obligations under certain ground leases.

Our Triple-net segment accounted for 16%, [removed: 19%] [added: 16%] and [removed: 17%] [added: 19%] of total revenues for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

For the year ended December 31, [removed: 2022,] [added: 2023,] our revenues related to our relationship with [removed: ProMedica Health System ("ProMedica")] [added: Integra Healthcare Properties ("Integra")] accounted for approximately [removed: 26%] [added: 21%] of our Triple-net segment revenues and [removed: 4%] [added: 3%] of total revenues.

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

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

Concurrently, Welltower and Integra [removed: Healthcare Properties ("Integra")] entered into master leases for the skilled nursing [removed: portfolio.][added: portfolio, which are subleased to a variety of regional operators to manage the properties.]

For the [removed: year] [added: years] ended December 31, [removed: 2022,] [added: 2023 and 2022] our revenues related to our relationship with Genesis Healthcare ("Genesis") accounted for approximately 2% of our Triple-net segment revenues and less than 1% of our total [removed: revenues.][added: revenues, compared to 6% of our Triple-net segment revenue and 1% of our total revenues for the year ended December 31, 2021.]

[removed: Additionally, in] [added: In] March 2021, we entered into definitive agreements to substantially exit our operating relationship with Genesis.

As of December 31, [removed: 2022,] [added: 2023,] our relationship with Genesis was comprised of one property owned 100% by us and leased to Genesis, a loan balance net of allowance for credit losses of [removed: $168,949,000,] [added: $191,105,000,] 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: 12%, 13%] [added: 11%, 12%] and [removed: 16%] [added: 13%] of total revenues for each of the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

At December 31, [removed: 2022,] [added: 2023,] approximately [removed: 96%] [added: 97%] of our triple-net properties were subject to master leases.

This spreads our risk among the entire group of [removed: properties within the master lease.]

As of December 31, [removed: 2022,] [added: 2023,] 62% of our portfolio included leases with full pass through, 31% with a partial expense reimbursement (modified gross) and 7% with no expense reimbursement (gross).

Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of seven years at December 31, [removed: 2022] [added: 2023] and are often credit enhanced by security deposits, guarantees and/or letters of credit.

During the construction period, we advance funds [removed: to the tenants] in accordance with agreed upon terms and conditions which require, among other things, periodic site visits by a company representative.

During the construction period, we generally require an additional credit enhancement in the form of [removed: payment and performance bonds] [added: holding back a portion of the development fee, requiring a credit support for cost-overrun obligations] and/or completion guarantees.

[removed: At] [added: As of] December 31, [removed: 2022,] [added: 2023,] we had outstanding construction investments of [removed: $1,021,080,000] [added: $1,304,441,000] and were committed to provide additional funds of approximately [removed: $1,883,449,000] [added: $966,829,000] to complete construction for consolidated investment properties.

[removed: At] [added: As of] December 31, [removed: 2022,] [added: 2023,] we had outstanding loans, net of allowances, of [removed: $1,180,012,000] [added: $1,691,706,000] with an interest yield of approximately [removed: 9.9%] [added: 10.5%] per annum.

The loans outstanding [removed: at] [added: as of] December 31, [removed: 2022] [added: 2023] 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.

[removed: At] [added: As of] December 31, [removed: 2022,] [added: 2023,] we had investments in unconsolidated entities of [removed: $1,499,790,000.][added: $1,636,531,000.]

Our investments in unconsolidated entities generally represent interests ranging from 10% to [removed: 88%] [added: 95%] in real estate assets.

We have made loans related to [removed: 21] [added: 24] properties with a carrying value of [removed: $649,267,000] [added: $832,746,000] as of December 31, [removed: 2022,] [added: 2023,] which are classified as in substance real estate investments.

The consolidated financial statements are in conformity with U.S general accepted accounting principles (“U.S. GAAP”) and include the accounts of our [removed: wholly-owned] [added: wholly owned] subsidiaries and joint venture entities that we control, through voting rights or other means.

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

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

We recognize that focusing on ESG engagement, integration and impact [removed: benefit] [added: benefits] our stakeholders and [removed: are] [added: is] fundamental to our business.

- [removed: Raised] [added: Achieved a] MSCI ESG rating [removed: from AA to AAA;][added: of AA;]

- Recognized by the U.S. Environmental Protection Agency (EPA) and U.S. Department of Energy as an ENERGY STAR Partner of the Year for the [removed: fourth] [added: fifth] consecutive year and maintained the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR [removed: program;][added: program, for the third consecutive year;]

- Maintained top 30% (3rd decile) ISS Quality Score ranking for each [removed: Governance,] [added: of] Environment and Social;

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

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

- Improved GRESB score and maintained GRESB Green Star [removed: status;][added: status for the third consecutive year;]

In addition, such triple-net master leases often require our tenants to fund a minimum amount related to capital expenditures.

operated by ProMedica and backed by the existing guaranty.

The tenants are required to repair and maintain the leased properties, and our leases often require the tenants to fund a minimum amount related to capital expenditures.

properties within the master lease.

*Construction* We are party to agreements to develop or redevelop properties funded through capital that we and/or our joint venture partners provide.

The construction period commences once expenditures for the property have been made and activities necessary to get the property ready for its intended use are in progress and terminates when the applicable property is substantially complete and ready for its intended use.

- Achieved the level of Executive Member in the EPA’s Certification Nation program;

- Received the Labrador 2023 Transparency Award Top 3 in Real Estate for the second consecutive year;

- Recognized for industry-leading governance practices, including #1 ranking from Green Street Advisors for Corporate Governance amongst all US REITs; and

- Honored by the Women’s Forum of New York for the ratio of women on our Board being above the national average.

*Environmental* We are committed to operating in a sustainable manner that helps to reduce the Company’s environmental impact.

Our goal is prudent environmental stewardship with a focus on reducing our greenhouse gas emissions, energy consumption, water usage, and waste production; mitigating climate change risks; and implementing energy efficiency, water efficiency, and renewable energy technologies across our portfolio.

We work with our stakeholders, including employees, vendors, operators, residents, and tenants, in an effort to meet these objectives by encouraging and following evolving practices of environmental sustainability, including benchmarking our portfolio in ENERGY STAR Portfolio Manager, obtaining green building certifications, implementing green technologies, and performing portfolio-wide physical and transition risk analysis to identify opportunities to help mitigate these risks.

Our focus remains on fair pay practices that reward performance while aligning with the evolving needs of our employees.

Our entities are named on licenses for nearly all of the RIDEA portfolio and the loss of a license for one facility can require reporting in other jurisdictions.

More recently, on November 15, 2023, CMS issued a Final Rule to implement portions of the Patient Protection and Affordable Care Act that require the disclosure of certain ownership and managerial information regarding Medicare SNFs and Medicaid nursing facilities, including updates to identify REIT ownership of SNFs.

government quality standards.

These updates and the comprehensive privacy laws from California, Colorado, Connecticut and Utah are all in effect, and further state comprehensive privacy laws and certain health-focused privacy laws, such as the Washington My Health My Data Act, will become effective over the course of 2024.

Furthermore, many states have introduced legislation that would revise or implement new such laws and many states have promulgated regulations, which continue to evolve, to implement existing legislation.

The U.K. DP Laws may be subject to change with the introduction of the Data Protection and Digital Information ("DPDI") Bill in 2023.

of our stock, if any.

Any such

In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our

Additionally Revera accounted for approximately 8% of our Seniors Housing Operating segment revenues and 6% our total revenues.

Revera owns a controlling interest in Sunrise Senior Living.

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

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.

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

As a result, effective July 1, 2020, we recognized reserves for all existing straight-line rent receivable balances of $91,025,000 as a reduction to rental income and now recognize rental income from Genesis on a cash basis.

The tenants are required to repair, rebuild and maintain the leased properties.

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

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

- Recognized at the Management band level with a CDP score of “B” for taking coordinated action on climate issues;

- Named by S&P Global in the 2022 edition of The Sustainability Yearbook;

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

- Named to the top 30 percent of Newsweek’s America’s Most Responsible Companies list for the fourth consecutive year; and

- Named to Sustainalytics 2022 Top-Rated ESG Companies list.

*Environmental* We strive to reduce our environmental impact by increasing energy and water efficiency, reducing greenhouse gas emissions, and by investing in projects that reduce energy and water consumption that meet our rate of return threshold.

After several years of portfolio and program evolution, along with our increased ability to collect data in partnership with our operators and tenants, our property-level sustainability dataset (energy, greenhouse gas ("GHG"), water, and waste) is evolving to become a set of tools for benchmarking.

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

We have employee, tenant, operator/manager and vendor engagement programs in place, focused on operational strategies to drive energy and water efficiency.

We have issued guidance with accompanying training to assist them to successfully benchmark our buildings and to engage them to improve energy and water efficiency, as well as increase their recycling diversion rates.

We understand that as we continue to make our operations and buildings more sustainable, we also have a responsibility to effectuate the same in our supply chain and our purchasing decisions.

As such, we partner with suppliers that offer take back programs for their products, look for the ENERGY STAR label when purchasing eligible items, seek to purchase office supply products that contain recycled content and purchase paper products that are either Forest Stewardship Council or Sustainable Forestry Initiative certified.

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.

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

For some leaders, we partnered with a virtual coaching platform that scales individual access to expert coaches, training opportunities and enables behavioral change through award-winning artificial intelligence.

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 addition, if a property is found to be out of compliance with Medicare, Medicaid or other federal or state health care program conditions of participation, the property operator may be excluded from participating in those government health care programs.

In addition, the HHS Office of Inspector General has released recommendations to address SNF billing practices and Medicare payment rates, which may impact our tenants and operators.

systems are updated annually by CMS.

*•Health Reform Laws* The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Laws”) dramatically altered how health care is delivered and reimbursed in the U.S. and any substantial changes may directly impact us or the operators and tenants of our properties.

paying any assessed fines, can be substantial.

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

Similar comprehensive privacy laws from Colorado, Connecticut and Utah will go into effect in 2023.

In addition, the Working Time and Holiday Pay Bill 2019-2021 is currently going through the U.K. Parliament, which makes provision for the expiration of the Working Time Regulations 1998, provides for additional regulations governing working time and makes provisions for holiday pay for employees.

Though we nonetheless expect that

For violations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding

Non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning before January 1, 2026 for purposes of determining their U.S. federal income tax, subject to certain holding period requirements and other limitations.

have to pay the tax using cash from other sources.

dividends are attributable).

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price [removed: 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: $38,131,759,000.][added: $41,131,361,000.]

As of February [removed: 16, 2023,] [added: 9, 2024,] the registrant had [removed: 490,643,990] [added: 568,878,059] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May [removed: 24, 2023,] [added: 23, 2024,] are incorporated by reference into Part III.

[removed: 2022] [added: 2023] FORM 10-K ANNUAL REPORT

| Item 1. | | | Business | | | [removed: [2](#i9134389a4dfe48d9b64af30de99d9f96_13)] [added: [2](#i3677826131c24cafad0a4b300cb6054a_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [30](#i9134389a4dfe48d9b64af30de99d9f96_49)] [added: [30](#i3677826131c24cafad0a4b300cb6054a_49)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [45](#i9134389a4dfe48d9b64af30de99d9f96_52)] [added: [45](#i3677826131c24cafad0a4b300cb6054a_52)] | | |

| Item 2. | | | Properties | | | [removed: [46](#i9134389a4dfe48d9b64af30de99d9f96_55)] [added: [47](#i3677826131c24cafad0a4b300cb6054a_55)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [47](#i9134389a4dfe48d9b64af30de99d9f96_58)] [added: [48](#i3677826131c24cafad0a4b300cb6054a_58)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [47](#i9134389a4dfe48d9b64af30de99d9f96_61)] [added: [48](#i3677826131c24cafad0a4b300cb6054a_61)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [48](#i9134389a4dfe48d9b64af30de99d9f96_67)] [added: [49](#i3677826131c24cafad0a4b300cb6054a_67)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [49](#i9134389a4dfe48d9b64af30de99d9f96_70)] [added: [49](#i3677826131c24cafad0a4b300cb6054a_70)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [50](#i9134389a4dfe48d9b64af30de99d9f96_73)] [added: [50](#i3677826131c24cafad0a4b300cb6054a_73)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [76](#i9134389a4dfe48d9b64af30de99d9f96_151)] [added: [75](#i3677826131c24cafad0a4b300cb6054a_151)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [77](#i9134389a4dfe48d9b64af30de99d9f96_154)] [added: [76](#i3677826131c24cafad0a4b300cb6054a_154)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [116](#i9134389a4dfe48d9b64af30de99d9f96_265)] [added: [116](#i3677826131c24cafad0a4b300cb6054a_259)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [116](#i9134389a4dfe48d9b64af30de99d9f96_268)] [added: [116](#i3677826131c24cafad0a4b300cb6054a_262)] | | |

| Item 9B. | | | Other Information | | | [removed: [118](#i9134389a4dfe48d9b64af30de99d9f96_271)] [added: [118](#i3677826131c24cafad0a4b300cb6054a_265)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [118](#i9134389a4dfe48d9b64af30de99d9f96_271)] [added: [118](#i3677826131c24cafad0a4b300cb6054a_265)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [118](#i9134389a4dfe48d9b64af30de99d9f96_277)] [added: [118](#i3677826131c24cafad0a4b300cb6054a_271)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [118](#i9134389a4dfe48d9b64af30de99d9f96_280)] [added: [118](#i3677826131c24cafad0a4b300cb6054a_274)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [118](#i9134389a4dfe48d9b64af30de99d9f96_283)] [added: [118](#i3677826131c24cafad0a4b300cb6054a_277)] | | |

| Item 13. | | | Certain Relationships and Related Transactions and Director Independence | | | [removed: [118](#i9134389a4dfe48d9b64af30de99d9f96_286)] [added: [118](#i3677826131c24cafad0a4b300cb6054a_280)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [118](#i9134389a4dfe48d9b64af30de99d9f96_289)] [added: [118](#i3677826131c24cafad0a4b300cb6054a_283)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [119](#i9134389a4dfe48d9b64af30de99d9f96_295)] [added: [119](#i3677826131c24cafad0a4b300cb6054a_289)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [126](#i9134389a4dfe48d9b64af30de99d9f96_298)] [added: [125](#i3677826131c24cafad0a4b300cb6054a_292)] | | |

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

| Item 1C. | | | Cybersecurity | | | [45](#i3677826131c24cafad0a4b300cb6054a_2199023258051) | | |

| | | | Signature | | | [126](#i3677826131c24cafad0a4b300cb6054a_295) | | |

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

Our information technology networks, those of our operators and managers, and those of third parties on whom we rely, are important enablers to our ability to perform day-to-day operations of our business.

Our business operations depend on the secure collection, storage, transmission and other processing of proprietary, confidential or sensitive data.

We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats.

Our cybersecurity program includes several safeguards such as access controls, multi-factor authentication, continuous monitoring and alerting systems for internal and external threats and penetration testing.

Additionally, we conduct regular evaluation of our cybersecurity program, encompassing internal reviews and third-party assessments to ensure its effectiveness and resilience.

Governance

The Board of Directors (the "Board") retains ultimate oversight of cybersecurity risk, which it manages through our enterprise risk management program.

The Board has delegated primary responsibility of overseeing cybersecurity risks to the Audit Committee.

The Audit Committee's responsibilities include reviewing cybersecurity strategies with management, assessing processes and controls pertaining to the management of our information technology operations and their effectiveness, and seeking to confirm that management's response to potential cybersecurity incidents is timely and effective.

At least annually, the Audit Committee receives a cybersecurity report from management.

This report may cover a variety of relevant topics, potentially including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations related to our

operators, managers and third parties.

The scope and focus of each report are determined based on current priorities and emerging issues in cybersecurity.

The Audit Committee and management also report to the Board at least annually on data protection and cybersecurity matters.

Management and Cybersecurity Working Group

Reporting to the Chief Operating Officer, our Chief Technology Officer, with extensive cybersecurity knowledge and skills from over 20 years of relevant work experience at Welltower and elsewhere, leads the team responsible for developing and implementing our information security program across our business.

This team comprises individuals with relevant educational and technical experience, many having held similar positions with responsibility for various aspects of cybersecurity at large organizations.

This team works closely with the Legal department to oversee compliance and regulatory and contractual security requirements.

The Chief Technology Officer also leads our Cyber Security Working Group, which is comprised of a cross-functional team including Internal Audit, Legal, Information Technology, Risk Management and Accounting leaders.

These individuals meet regularly and are informed about and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents.

The Chief Technology Officer is responsible for reporting on cybersecurity and information technology to the Audit Committee.

Information Security Program

The information security team provides regular reports to the Chief Technology Officer and other relevant teams on various cybersecurity threats, assessments and findings.

In addition to our internal cybersecurity capabilities, we also periodically engage assessors, consultants, auditors or other third parties to provide consultation and advice to assist with assessing, identifying and managing cybersecurity risks.

Our management team identifies and assesses information security risks using industry practices informed by the National Institute of Standards and Technology ("NIST"), including the NIST Cybersecurity Framework.

To ensure that cybersecurity is an organization-wide effort, we provide mandatory cybersecurity training at least annually for all employees with network access, including training designed to simulate and help prevent phishing and other social engineering attacks.

We also employ systems and processes designed to oversee, identify and reduce the potential impact of a security incident at a third-party vendor, service provider or otherwise implicating the third-party technology and systems we use.

Additionally, we maintain cybersecurity insurance providing coverage for certain costs related to cybersecurity-related incidents that impact our cybersecurity and information technology infrastructure.

Incident Response

The Cybersecurity Working Group maintains and oversees an incident response plan that applies in the event of a cybersecurity threat or incident to provide a standardized framework for responding to cybersecurity incidents.

The incident response plan sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, including reporting findings and keeping senior management and other key stakeholders informed and involved as appropriate.

The objectives of the incident response plan are to reduce the number of systems and users affected by security incidents, reduce the time a threat actor spends within our network, reduce the damage caused by the breach and reduce the time required to restore normal operations.

The incident response plan also specifies the use of third-party experts for legal advice, consulting and cyber incident response.

Material Cybersecurity Risks, Threats and Incidents

While we employ several measures to prevent, detect and mitigate cybersecurity threats, there is no guarantee such efforts will be successful.

We also rely on information technology and other third-party vendors to support our business, including securely processing personal, confidential, financial, sensitive or proprietary and other types of information.

Despite our efforts to improve our ability, and the ability of relevant third parties', to protect against cyber threats, we may not be able to protect all information, systems, products and services.

While we are not aware of any cybersecurity incidents that have materially affected us to date, there can be no guarantee that we will not be the subject of future attacks, threats or incidents, that may have a material impact on our business strategy, results of operations or financial condition.

Additional information on cybersecurity risks we face can be found in Part I, Item 1A "Risk Factors" of this Form 10-K under the heading "Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability," which should be read in conjunction with the foregoing information.

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: 2022] [added: 2023] (dollars in thousands):

(1) Represents revenue for the month ended December 31, [removed: 2022] [added: 2023] annualized.

| | | | | | | Occupancy(1) | | | | | | | | | | | | Average Annualized Revenues(2) | | | | | | | | | | | | | | | [removed: | | | | | |]

| Seniors Housing Operating(3) | | | | | | [removed: 78.1%] [added: 81.8%] | | | | | | [removed: 76.4%] [added: 78.1%] | | | | | | $ | [removed: 49,987] [added: 52,709] | | | | | $ | [removed: 48,300] [added: 49,987] | | | | | per unit | | | [removed: | | | | | |]

| Triple-net(4) | | | | | | [removed: 76.2%] [added: 78.6%] | | | | | | [removed: 73.0%] [added: 76.2%] | | | | | | [removed: 17,330] [added: 19,124] | | | | | | [removed: 19,675] [added: 17,330] | | | | | | per bed/unit | | | [removed: | | | | | |]

| Outpatient Medical(5) | | | | | | [removed: 95.2%] [added: 94.8%] | | | | | | [removed: 95.4%] [added: 95.2%] | | | | | | [removed: 38] [added: 37] | | | | | | [removed: 37] [added: 38] | | | | | | per sq. ft. | | | [removed: | | | | | |]

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

The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, [removed: 2022] [added: 2023] (dollars in thousands):

| | | | | | | [removed: 2023 | | | | | |] 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | 2030 | | | | | | 2031 | | | | | | 2032 | | | | | | [added: 2033 | | | | | |] Thereafter | | |

| Outpatient Medical: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: we may experiences losses] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Investments classified as held for sale are included in [removed: 2023.][added: 2024.]

| Alabama | | | | | | 5 | | | $ | 54,058 | | $ | 14,606 | | | | | 3 | | | $ | 32,442 | | $ | 4,607 | | | | | 6 | | | $ | 174,961 | | $ | 13,091 | |

| Arkansas | | | | | | 1 | | | 26,758 | | | 5,445 | | | | | | — | | | — | | | — | | | | | | 1 | | | 19,716 | | | 2,281 | | |

| Arizona | | | | | | 13 | | | 313,573 | | | 52,852 | | | | | | — | | | — | | | 144 | | | | | | 8 | | | 89,447 | | | 12,199 | | |

| California | | | | | | 107 | | | 3,794,605 | | | 901,464 | | | | | | 23 | | | 418,370 | | | 55,870 | | | | | | 43 | | | 1,027,948 | | | 127,911 | | |

| Colorado | | | | | | 17 | | | 504,482 | | | 116,561 | | | | | | 8 | | | 217,215 | | | 19,361 | | | | | | 1 | | | 2,024 | | | — | | |

| Connecticut | | | | | | 6 | | | 156,876 | | | 32,735 | | | | | | 4 | | | 81,453 | | | 7,976 | | | | | | 7 | | | 96,464 | | | 9,218 | | |

| District Of Columbia | | | | | | 2 | | | 139,124 | | | 14,689 | | | | | | — | | | — | | | — | | | | | | 1 | | | 77,112 | | | 8,216 | | |

| Delaware | | | | | | 6 | | | 61,488 | | | 31,023 | | | | | | 4 | | | 117,409 | | | 15,337 | | | | | | — | | | — | | | — | | |

| Florida | | | | | | 31 | | | 1,071,179 | | | 221,843 | | | | | | 101 | | | 1,443,056 | | | 177,880 | | | | | | 25 | | | 221,349 | | | 43,078 | | |

| Georgia | | | | | | 18 | | | 334,750 | | | 61,823 | | | | | | 3 | | | 36,712 | | | 3,545 | | | | | | 18 | | | 223,381 | | | 34,297 | | |

| Hawaii | | | | | | 1 | | | 69,929 | | | 22,187 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Iowa | | | | | | 10 | | | 128,726 | | | 40,965 | | | | | | 6 | | | 45,419 | | | 3,281 | | | | | | — | | | — | | | — | | |

| Idaho | | | | | | 6 | | | 112,082 | | | 10,520 | | | | | | — | | | — | | | — | | | | | | 2 | | | 47,782 | | | 4,306 | | |

| Illinois | | | | | | 37 | | | 667,524 | | | 184,586 | | | | | | 21 | | | 250,640 | | | 20,458 | | | | | | 10 | | | 128,916 | | | 19,448 | | |

| Indiana | | | | | | 17 | | | 418,024 | | | 65,395 | | | | | | 19 | | | 227,652 | | | 19,343 | | | | | | 3 | | | 29,264 | | | 4,353 | | |

| Kansas | | | | | | 10 | | | 146,406 | | | 49,970 | | | | | | 20 | | | 164,611 | | | 23,131 | | | | | | — | | | — | | | — | | |

| Kentucky | | | | | | 4 | | | 58,878 | | | 17,954 | | | | | | 3 | | | 48,918 | | | 5,440 | | | | | | — | | | — | | | — | | |

| Louisiana | | | | | | 9 | | | 195,341 | | | 50,681 | | | | | | 1 | | | 6,934 | | | 720 | | | | | | 1 | | | 22,123 | | | 815 | | |

| Massachusetts | | | | | | 19 | | | 658,548 | | | 107,353 | | | | | | 8 | | | 160,657 | | | 9,662 | | | | | | 9 | | | 154,718 | | | 14,423 | | |

| Maryland | | | | | | 10 | | | 548,701 | | | 108,441 | | | | | | 16 | | | 171,336 | | | 41,146 | | | | | | 12 | | | 237,668 | | | 28,319 | | |

| Maine | | | | | | 1 | | | 23,061 | | | 12,457 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Michigan | | | | | | 29 | | | 477,490 | | | 119,763 | | | | | | 25 | | | 233,157 | | | 22,438 | | | | | | 13 | | | 176,348 | | | 19,536 | | |

| Minnesota | | | | | | 3 | | | 74,761 | | | 14,334 | | | | | | 12 | | | 221,642 | | | 23,023 | | | | | | 7 | | | 138,393 | | | 30,263 | | |

| Missouri | | | | | | 13 | | | 319,790 | | | 57,700 | | | | | | — | | | — | | | — | | | | | | 16 | | | 222,901 | | | 29,368 | | |

| Mississippi | | | | | | 5 | | | 88,753 | | | 20,338 | | | | | | — | | | — | | | — | | | | | | 2 | | | 46,752 | | | 3,784 | | |

| Montana | | | | | | 2 | | | 22,858 | | | 8,547 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| North Carolina | | | | | | 14 | | | 581,410 | | | 94,097 | | | | | | 50 | | | 496,773 | | | 78,361 | | | | | | 25 | | | 607,853 | | | 48,794 | | |

| North Dakota | | | | | | 1 | | | 12,690 | | | 1,400 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| Nebraska | | | | | | 8 | | | 103,184 | | | 20,837 | | | | | | — | | | — | | | — | | | | | | 1 | | | 10,505 | | | 2,322 | | |

| New Hampshire | | | | | | 3 | | | 82,391 | | | 8,722 | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | |

| New Jersey | | | | | | 28 | | | 696,855 | | | 233,930 | | | | | | 27 | | | 741,750 | | | 85,879 | | | | | | 16 | | | 334,280 | | | 43,903 | | |

| New Mexico | | | | | | — | | | — | | | — | | | | | | — | | | — | | | — | | | | | | 1 | | | 31,061 | | | — | | |

| Nevada | | | | | | 7 | | | 122,711 | | | 35,922 | | | | | | — | | | — | | | — | | | | | | 8 | | | 122,566 | | | 10,700 | | |

| New York | | | | | | 41 | | | 809,833 | | | 195,804 | | | | | | 3 | | | 34,025 | | | 1,513 | | | | | | 15 | | | 397,615 | | | 34,233 | | |

| Ohio | | | | | | 49 | | | 940,675 | | | 201,115 | | | | | | 41 | | | 448,950 | | | 52,953 | | | | | | 8 | | | 125,836 | | | 14,937 | | |

| Oklahoma | | | | | | 14 | | | 182,051 | | | 52,514 | | | | | | 12 | | | 87,550 | | | 13,789 | | | | | | 5 | | | 25,054 | | | 3,626 | | |

| Oregon | | | | | | 14 | | | 158,472 | | | 48,307 | | | | | | 1 | | | 2,306 | | | 909 | | | | | | 1 | | | 41,995 | | | 3,104 | | |

| Pennsylvania | | | | | | 26 | | | 447,525 | | | 117,573 | | | | | | 56 | | | 558,164 | | | 101,308 | | | | | | 6 | | | 92,175 | | | 6,812 | | |

| South Carolina | | | | | | 8 | | | 223,789 | | | 30,853 | | | | | | 7 | | | 31,428 | | | 7,215 | | | | | | 2 | | | 9,452 | | | 1,566 | | |

| Tennessee | | | | | | 9 | | | 186,340 | | | 44,327 | | | | | | 6 | | | 56,410 | | | 7,849 | | | | | | 3 | | | 64,268 | | | 5,717 | | |

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

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

| 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 | | |

There were [removed: 3,002] [added: 2,758] stockholders of record as of February [removed: 16, 2023.][added: 9, 2024.]

[removed: 2017] [added: 2018] equals $100 and dividends are assumed to be reinvested.

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | |

During the three months ended December 31, [removed: 2022,] [added: 2023,] we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards.

Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, [removed: 2022] [added: 2023] are [added: as] shown in the table below:

| November 1, [removed: 2022] [added: 2023] through November 30, [removed: 2022] [added: 2023] | | | | | | [removed: —] [added: 541] | | | | | | [removed: —] [added: 85.15] | | | | | | — | | | | | | 3,000,000,000 | | |

| December 1, [removed: 2022] [added: 2023] through December 31, [removed: 2022] [added: 2023] | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,000,000,000 | | |

We did not repurchase any shares of our common stock through the Stock Repurchase Program during the three months ended December 31, [removed: 2022.][added: 2023.]

Please see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation - Executive Summary - Key Transactions - Dividends" for a discussion of cash dividends declared on our common stock.

| S & P 500 | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| Welltower Inc. | | | | | | 100.00 | | | | | | 123.03 | | | | | | 101.52 | | | | | | 139.06 | | | | | | 109.62 | | | | | | 155.40 | | |

| FTSE NAREIT Equity | | | | | | 100.00 | | | | | | 126.00 | | | | | | 115.92 | | | | | | 166.04 | | | | | | 125.58 | | | | | | 142.83 | | |

| October 1, 2023 through October 31, 2023 | | | | | | 834 | | | | | | $ | 84.16 | | | | | — | | | | | | $ | 3,000,000,000 | |

| Totals | | | | | | 1,375 | | | | | | $ | 84.55 | | | | | — | | | | | | $ | 3,000,000,000 | |

Under the terms of various partnership agreements of certain of our affiliated limited partnerships, the interest of limited partners may be redeemed, subject to certain conditions, for cash or common shares, at our option.

During the three months ended December 31, 2023, we redeemed 980 OP Units for common shares.

| 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 | | |

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

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

| Company Overview | | | [removed: [51](#i9134389a4dfe48d9b64af30de99d9f96_79)] [added: [51](#i3677826131c24cafad0a4b300cb6054a_79)] | | |

| Business Strategy | | | [removed: [52](#i9134389a4dfe48d9b64af30de99d9f96_82)] [added: [51](#i3677826131c24cafad0a4b300cb6054a_82)] | | |

| Key Transactions | | | [removed: [53](#i9134389a4dfe48d9b64af30de99d9f96_85)] [added: [52](#i3677826131c24cafad0a4b300cb6054a_85)] | | |

| Key Performance Indicators, Trends and Uncertainties | | | [removed: [53](#i9134389a4dfe48d9b64af30de99d9f96_88)] [added: [53](#i3677826131c24cafad0a4b300cb6054a_88)] | | |

| Corporate Governance | | | [removed: [55](#i9134389a4dfe48d9b64af30de99d9f96_91)] [added: [55](#i3677826131c24cafad0a4b300cb6054a_91)] | | |

| Sources and Uses of Cash | | | [removed: [55](#i9134389a4dfe48d9b64af30de99d9f96_97)] [added: [55](#i3677826131c24cafad0a4b300cb6054a_97)] | | |

| Off-Balance Sheet Arrangements | | | [removed: [56](#i9134389a4dfe48d9b64af30de99d9f96_100)] [added: [56](#i3677826131c24cafad0a4b300cb6054a_100)] | | |

| Contractual Obligations | | | [removed: [57](#i9134389a4dfe48d9b64af30de99d9f96_103)] [added: [56](#i3677826131c24cafad0a4b300cb6054a_103)] | | |

| Capital Structure | | | [removed: [57](#i9134389a4dfe48d9b64af30de99d9f96_106)] [added: [56](#i3677826131c24cafad0a4b300cb6054a_106)] | | |

| Summary | | | [removed: [58](#i9134389a4dfe48d9b64af30de99d9f96_112)] [added: [58](#i3677826131c24cafad0a4b300cb6054a_112)] | | |

| Seniors Housing Operating | | | [removed: [59](#i9134389a4dfe48d9b64af30de99d9f96_115)] [added: [59](#i3677826131c24cafad0a4b300cb6054a_115)] | | |

| Triple-net | | | [removed: [63](#i9134389a4dfe48d9b64af30de99d9f96_118)] [added: [61](#i3677826131c24cafad0a4b300cb6054a_118)] | | |

| Outpatient Medical | | | [removed: [65](#i9134389a4dfe48d9b64af30de99d9f96_121)] [added: [63](#i3677826131c24cafad0a4b300cb6054a_121)] | | |

| Non-Segment/Corporate | | | [removed: [67](#i9134389a4dfe48d9b64af30de99d9f96_124)] [added: [64](#i3677826131c24cafad0a4b300cb6054a_124)] | | |

| Non-GAAP Financial Measures | | | [removed: [67](#i9134389a4dfe48d9b64af30de99d9f96_130)] [added: [65](#i3677826131c24cafad0a4b300cb6054a_130)] | | |

| Critical Accounting Policies and Estimates | | | [removed: [73](#i9134389a4dfe48d9b64af30de99d9f96_148)] [added: [71](#i3677826131c24cafad0a4b300cb6054a_148)] | | |

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 [removed: Welltower.][added: 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 [removed: LLC.][added: LLC (the "LLC Conversion").]

Welltower Inc. (NYSE:WELL), [removed: an] [added: a real estate investment trust ("REIT") and] S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure.

[removed: The Company] [added: Welltower] invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience.

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

Welltower [removed: Inc.] is the initial member and majority owner of Welltower OP, with an approximate ownership interest of [removed: 99.751%] [added: 99.765%] as of December 31, [removed: 2022.][added: 2023.]

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

Welltower [removed: 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 [removed: OP,] [added: OP] and [added: its subsidiaries, and] Welltower [removed: Inc.] has fully and [removed: conditionally] [added: unconditionally] guaranteed all existing [removed: and future] senior unsecured notes.

The following table summarizes our consolidated portfolio for the year ended December 31, [removed: 2022] [added: 2023] (dollars in thousands):

Substantially all of our revenues are derived from operating lease rentals, resident fees and [removed: services and] [added: services,] interest earned on outstanding loans [removed: receivable.][added: receivable and interest earned on short-term deposits.]

[removed: Our asset management process for seniors] housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral.

In addition to our asset management and research efforts, we [removed: also] aim to structure our relevant investments to mitigate payment risk.

[removed: In addition,] [added: Also,] operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.

For the year ended December 31, [removed: 2022,] [added: 2023,] resident fees and services and rental income represented [removed: 71%] [added: 72%] and [removed: 25%,] [added: 23%,] respectively, of total revenues.

Our primary sources of cash include resident fees and services, rent and interest receipts, [added: interest earned on short-term deposits,] borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable.

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $631,681,000] [added: $1,993,646,000] of cash and cash equivalents, [removed: $90,611,000] [added: $82,437,000] of restricted cash and $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: 2022:][added: 2023:]

*•*In [removed: April 2022, we] [added: August 2023, Welltower and Welltower OP] entered into [removed: an amended and restated] [added: the] ATM Program (as defined below) pursuant to which we may offer and sell up to [removed: $3,000,000,000] [added: $4,000,000,000] of common stock [added: of Welltower] from time to time.

During [removed: 2022,] [added: the twelve months ended December 31, 2023,] we sold [removed: 37,905,638] [added: 53,300,874] shares of common stock under our current and previous ATM Programs [removed: via forward sale agreements,] generating gross proceeds of approximately [removed: $3,280,798,000.][added: $4,313,007,000.]

[removed: -] We extinguished [removed: $399,066,000] [added: $687,780,000] of secured debt at a blended average interest rate of [removed: 5.54% throughout 2022.][added: 6.21%.]

*Investments* The following summarizes [added: our] property acquisitions and joint venture investments completed during the year ended December 31, [removed: 2022] [added: 2023] (dollars in thousands):

*Dispositions* The following summarizes property dispositions completed during the year ended December 31, [removed: 2022] [added: 2023] (dollars in thousands):

(1) Represents pro rata proceeds received upon disposition including [removed: any seller financing.][added: non-cash consideration.]

| Supplemental Guarantor Information | | | [57](#i3677826131c24cafad0a4b300cb6054a_2513) | | |

| Seniors Housing Operating | | | | | | $ | 1,118,135 | | | | | 42.4 | | % | | | | 918 | | |

| Triple-net | | | | | | 1,001,135 | | | | | | 37.9 | | % | | | | 614 | | |

| Outpatient Medical | | | | | | 519,199 | | | | | | 19.7 | | % | | | | 369 | | |

| Totals | | | | | | $ | 2,638,469 | | | | | 100.0 | | % | | | | 1,901 | | |

Our asset management process for seniors

Given general economic conditions in 2023, investments were generally funded proactively via issuances of common stock.

- In May 2023, we issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028 unless earlier exchanged, purchased or redeemed.

- During the year ended December 31, 2023, we issued $385,115,000 of secured debt at a blended average interest rate of 5.13% and assumed $428,578,000 of secured debt at a blended average interest rate of 6.42%.

*•*In November 2023, we issued 20,125,000 shares of common stock generating gross proceeds of approximately $1,772,216,000.

*Investments*

| Seniors Housing Operating | | | | | | 52 | | | | | | $ | 2,655,913 | | | | | 5.4% | | |

| Triple-net | | | | | | 66 | | | | | | 1,097,004 | | | | | | 9.4% | | |

| Outpatient Medical | | | | | | 35 | | | | | | 474,058 | | | | | | 6.9% | | |

| Totals | | | | | | 153 | | | | | | $ | 4,226,975 | | | | | 6.6% | | |

| Seniors Housing Operating | | | | | | 23 | | | | | | $ | 453,983 | | | | | $ | 385,128 | | | | | 2.1% | | |

| Triple-net | | | | | | 2 | | | | | | 6,954 | | | | | | 6,391 | | | | | | 5.0% | | |

| Totals | | | | | | 25 | | | | | | $ | 460,937 | | | | | $ | 391,519 | | | | | 2.1% | | |

*Strategic Dissolution of Revera Joint Ventures* During 2023, we entered into definitive agreements to dissolve our existing Revera joint venture relationships across the U.S., U.K. and Canada.

The transactions include acquiring the remaining interests in 110 properties from Revera while simultaneously selling interest in 31 properties to Revera.

| | | | Integra Healthcare Properties | | | | | | 8% | | | | | | —% | | | | | | —% | | |

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

| | | | Oakmont Management Group | | | | | | 4% | | | | | | 2% | | | | | | 1% | | |

| | | | Remaining | | | | | | 74% | | | | | | 85% | | | | | | 83% | | |

| | | | Florida | | | | | | 6% | | | | | | 6% | | | | | | 4% | | |

Our primary sources of cash include resident fees and services, rent and interest receipts, interest earned on short-term deposits, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable.

Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.

| Financing activities | | | 5,448,647 | | | | | | 2,761,277 | | | | | | 2,687,370 | | | | | | 97 | | % | | | | 1,567,664 | | | | | | 1,193,613 | | | | | | 76 | | % | | | | 3,880,983 | | | | | | 248 | | % |

| New development | | | | | | $ | 1,014,935 | | | | | $ | 631,737 | | | | | $ | 383,198 | | | | | 61 | | % | | | | $ | 417,963 | | | | | $ | 213,774 | | | | | 51 | | % | | | | $ | 596,972 | | | | | 143 | | % |

| Total | | | | | | $ | 1,532,617 | | | | | $ | 1,107,753 | | | | | $ | 424,864 | | | | | 38 | | % | | | | $ | 700,551 | | | | | $ | 407,202 | | | | | 58 | | % | | | | $ | 832,066 | | | | | 119 | | % |

In May 2023, we issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028.

During the twelve months ended December 31, 2023, we issued $385,115,000 of secured debt at a blended average interest rate of 5.13% and assumed $428,578,000 of secured debt at a blended average interest rate of 6.42%.

| Pounds Sterling senior unsecured notes(2) | | | | | | 1,338,015 | | | | | | — | | | | | | — | | | | | | 700,865 | | | | | | 637,150 | | | | | | | | | | | |

| Consolidated | | | | | | 2,222,445 | | | | | | 400,258 | | | | | | 584,321 | | | | | | 317,637 | | | | | | 920,229 | | | | | | | | | | | |

| Unconsolidated | | | | | | 1,111,216 | | | | | | 229,175 | | | | | | 557,721 | | | | | | 139,840 | | | | | | 184,480 | | | | | | | | | | | |

| Senior unsecured notes and term loans(2) | | | | | | 3,741,633 | | | | | | 528,777 | | | | | | 908,731 | | | | | | 673,248 | | | | | | 1,630,877 | | | | | | | | | | | |

| Consolidated secured debt(2) | | | | | | 454,513 | | | | | | 99,336 | | | | | | 123,873 | | | | | | 95,763 | | | | | | 135,541 | | | | | | | | | | | |

| Unconsolidated secured debt(2) | | | | | | 124,597 | | | | | | 38,003 | | | | | | 30,965 | | | | | | 14,199 | | | | | | 41,430 | | | | | | | | | | | |

| Finance lease liabilities(4) | | | | | | 391,388 | | | | | | 5,547 | | | | | | 8,010 | | | | | | 7,939 | | | | | | 369,892 | | | | | | | | | | | |

| Operating lease liabilities(4) | | | | | | 951,398 | | | | | | 19,329 | | | | | | 35,437 | | | | | | 32,785 | | | | | | 863,847 | | | | | | | | | | | |

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

| 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 | | |

The COVID-19 pandemic has had and may continue to have material and adverse effects on our financial condition, results of operations and cash flows in the future.

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

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

As of December 31, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining activities.

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

We expect total Seniors Housing Operating expenses to remain elevated as many of these additional health and safety measures have become standard practice.

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

However, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines.

These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future.

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

- In March 2022, we completed the issuance of $550,000,000 senior unsecured notes bearing interest at 3.85% with a maturity date of June 2032.

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

- In June 2022, we closed on an amended $5,200,000,000 unsecured credit facility with improved pricing across our term loans.

The credit facility includes $4,000,000,000 of revolving credit capacity at a borrowing rate of 77.5 basis points over the adjusted SOFR rate, $1,000,000,000 of USD term loan capacity at a borrowing rate of 85.0 basis points over the adjusted SOFR rate and $250,000,000 CAD term loan capacity at 85.0 basis points over CDOR.

| 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% | | |

| | | | ProMedica | | | | | | 10% | | | | | | 12% | | | | | | 11% | | |

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

| | | | HC-One Group | | | | | | 4% | | | | | | 3% | | | | | | —% | | |

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

| | | | New Jersey | | | | | | 6% | | | | | | 6% | | | | | | 5% | | |

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

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.

We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021] [added: 2022] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control – Integrated] [added: Control–Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 21, 2023] [added: 15, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the [removed: audit committee] [added: Audit Committee] and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Impairment of Real [removed: Property][added: Property and Investments in Unconsolidated Entities]

As discussed in Note 2 to the consolidated financial statements, the Company reviews [removed: its] real property [removed: quarterly] [added: owned] on a [removed: property-by-property] [added: property by property] basis to determine if facts and circumstances suggest [removed: that] the [removed: real] property may be impaired.

If the [added: estimated] undiscounted cash flows indicate that the [removed: real] [added: carrying value of the] property will not be recoverable, the carrying value of the [removed: real] property is reduced to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.

Auditing [removed: the Company’s process to evaluate] [added: management's evaluation of impairment of] real property owned [removed: for impairment] [added: and investments in unconsolidated entities] was complex due to [added: (i)] the [removed: high degree of subjectivity] [added: significant judgment employed by management] in [removed: determining] [added: identifying] whether indicators of impairment were present [removed: for certain properties,] and [added: (ii) the estimation uncertainty] in determining the [removed: future] undiscounted cash flows [removed: and estimated fair values, if necessary,] of [removed: properties where indicators] [added: real property owned and, when necessary, the fair value] of [removed: impairment were determined to be present.][added: real property owned or investment in an unconsolidated entity.]

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process [removed: to evaluate] [added: for evaluating impairment of] real property owned [removed: for impairment.][added: and investments in unconsolidated entities, including controls over management's review of the significant assumptions described above.]

To test the Company's evaluation of [added: impairment of] real property [removed: for impairment,] [added: owned and investments in unconsolidated entities,] we performed audit procedures that included, among others, assessing the methodologies [removed: used by management,] [added: applied,] evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by [removed: the Company] [added: management] in its [removed: analyses.][added: analysis.]

[removed: We] [added: In addition, we] compared the significant assumptions used by management to current industry and economic trends and [removed: evaluated whether changes to the Company’s business and] other relevant [removed: factors would affect the significant] [added: market information, and as needed, involved a valuation specialist to assist in evaluating certain] assumptions.

| | | | | | | December 31, [added: 2023 | | | | | | December 31,] 2022 | | | | | | December 31, 2021 | | |

| Land and land improvements | | | | | | $ | [removed: 4,249,834] [added: 4,697,824] | | | | | $ | [removed: 3,968,430] [added: 4,249,834] | |

| Buildings and improvements | | | | | | [removed: 33,651,336] [added: 37,796,553] | | | | | | [removed: 31,062,203] [added: 33,651,336] | | |

| Acquired lease intangibles | | | | | | [removed: 1,945,458] [added: 2,166,470] | | | | | | [removed: 1,789,628] [added: 1,945,458] | | |

| Real property held for sale, net of accumulated depreciation | | | | | | [removed: 133,058] [added: 372,883] | | | | | | [removed: 134,097] [added: 133,058] | | |

| Construction in progress | | | | | | [removed: 1,021,080] [added: 1,304,441] | | | | | | [removed: 651,389] [added: 1,021,080] | | |

| Less accumulated depreciation and amortization | | | | | | [removed: (8,075,733)] [added: (9,274,814)] | | | | | | [removed: (6,910,114)] [added: (8,075,733)] | | |

| Net real property owned | | | | | | [removed: 32,925,033] [added: 37,063,357] | | | | | | [removed: 30,695,633] [added: 32,925,033] | | |

| Right of use assets, net | | | | | | [removed: 323,942] [added: 350,969] | | | | | | [removed: 522,796] [added: 323,942] | | |

| Real estate loans receivable, net of credit allowance | | | | | | [removed: 890,844] [added: 1,361,587] | | | | | | [removed: 1,068,681] [added: 890,844] | | |

| Net real estate investments | | | | | | [removed: 34,139,819] [added: 38,775,913] | | | | | | [removed: 32,287,110] [added: 34,139,819] | | |

| Investments in unconsolidated entities | | | | | | [removed: 1,499,790] [added: 1,636,531] | | | | | | [removed: 1,039,043] [added: 1,499,790] | | |

| Cash and cash equivalents | | | | | | [removed: 631,681] [added: 1,993,646] | | | | | | [removed: 269,265] [added: 631,681] | | |

| Restricted cash | | | | | | [removed: 90,611] [added: 82,437] | | | | | | [removed: 77,490] [added: 90,611] | | |

| Straight-line rent receivable | | | | | | [removed: 322,173] [added: 443,800] | | | | | | [removed: 365,643] [added: 322,173] | | |

| Receivables and other assets | | | | | | [removed: 1,140,838] [added: 1,011,518] | | | | | | [removed: 803,453] [added: 1,140,838] | | |

| Total other assets | | | | | | [removed: 3,753,414] [added: 5,236,253] | | | | | | [removed: 2,623,215] [added: 3,753,414] | | |

| Total assets | | | | | | $ | [removed: 37,893,233] [added: 44,012,166] | | | | | $ | [removed: 34,910,325] [added: 37,893,233] | |