UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-8923
WELLTOWER INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
4500 Dorr Street, Toledo,
(Address of principal executive offices)
Ohio
34-1096634
(I.R.S. Employer Identification No.)
43615
(Zip Code)
(419) 247-2800
(Registrant’s telephone number, including area code)
Title of Each Class
Common Stock, $1.00 par value
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC
Trading Symbol(s)
WELL
WELL/28
WELL/34
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting
company
☐
Emerging growth
company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate by check mark whether the registrant has filed a report on and attestation of the effectiveness of its internal control over financial reporting under Section 404(b) of Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by registered public accounting firm that prepared or issued its audit report ☑
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) ☐
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 as of the last business day of the registrant’s most recently
completed second fiscal quarter was $41,131,361,000.
As of February 9, 2024, t he registrant had 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 23, 2024, are incorporated by reference into Part III.
DOCUMENTS INCORPORATED BY REFERENCE
WELLTOWER INC. AND SUBSIDIARIES
2023 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PART II
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accounting Fees and Services
PART IV
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signature
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PART I
Item 1. Business
General
Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading
seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s
wellness and overall health care experience. Welltower ™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the
United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing, post-acute communities and outpatient medical properties. More information is
available on the Internet at www.welltower.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is
included as an inactive textual reference only.
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to
increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum
of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
On March 7, 2022, we announced our intent to complete an UPREIT reorganization. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed
WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned
subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New
Welltower (the "Merger"). In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc."
Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC (the
"LLC Conversion"). Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial
assets or liabilities, other than through its investment in Welltower OP.
Welltower Inc. is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.765% as of December 31, 2023. Welltower Inc. issues
equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit facilities, senior notes and secured debt
is incurred by Welltower OP or its subsidiaries, and Welltower Inc. has fully and unconditionally guaranteed all existing and future senior unsecured notes.
Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References
to “we,” “us,” “our” or the “company” mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.
Portfolio of Properties
Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that
summarizes our portfolio as of December 31, 2023.
Property Types
We invest in seniors housing and health care real estate and evaluate our business through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient
Medical. For additional information regarding our segments, please see Note 18 to our consolidated financial statements. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies in Note 2 to our consolidated financial statements. The following is a summary of our various property types.
Seniors Housing Operating
Our Seniors Housing Operating properties include seniors apartments, independent living and independent supportive living, continuing care retirement communities, assisted
living, Alzheimer's/dementia care and include care homes with or without nursing (U.K.), which assist with activities of daily living that preserve a person's mobility and social
systems to promote cognitive engagement. Our properties include stand-alone properties that provide one level of service, combination properties that provide multiple levels of
service and communities or campuses that provide a wide range of services. Properties are often held in joint venture entities with operating partners. We utilize the structure
authorized by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue
Code authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).
Seniors Apartments Seniors apartments generally refer to age-restricted or age-targeted multi-unit housing with self-contained living units for older adults, usually aged 55+ who
are able to care for themselves. Seniors apartments generally do not offer other additional services such as meals.
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Independent Living and Independent Supportive Living (Canada) Independent living and independent supportive living generally refers to age-restricted, multifamily properties
with central dining that provide residents access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities.
Continuing Care Retirement Communities Continuing care retirement communities typically include a combination of detached homes and properties offering independent living,
assisted living and/or long-term/post-acute care services on one campus. These communities appeal to residents because there is no need to relocate when health and medical needs
change. Resident payment plans vary, but can include entrance fees, condominium fees and rental fees. Many of these communities also charge monthly maintenance fees in
exchange for a living unit, meals and some health services.
Assisted Living Assisted living refers to state-regulated rental properties that provide independent living services, but also provide supportive care from trained employees to
residents who require assistance with activities of daily living, including, but not limited to, management of medications, bathing, dressing, toileting, ambulating and eating.
Alzheimer’s/Dementia Care Alzheimer's/Dementia Care refers to state-regulated rental properties that generally provide assisted living and independent living services, but also
provide supportive care to residents with memory loss, Alzheimer's disease and/or other types of dementia. Amenities vary, but may include enhanced security, specialized design
features and memory-enhancing therapies that promote relaxation and help slow cognitive decline.
Care Homes with or without Nursing (U.K.) Care homes without nursing, regulated by the Care Quality Commission ("CQC”), are rental properties that provide essentially the
same services as U.S. assisted living. Care homes with nursing, also regulated by the CQC, are licensed daily rate or rental properties where most individuals require 24-hour nursing
and/or medical care. Generally, these properties are licensed for various national and local reimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally
do not provide post-acute care.
Our Seniors Housing Operating segment accounted for 72%, 72% and 68% of total revenues for the years ended December 31, 2023, 2022 and 2021, respectively. As of December
31, 2023, we had relationships with 51 partners to manage our Seniors Housing Operating properties. In each instance, our partner provides management services to the properties
pursuant to an incentive-based management contract. We rely on our partners to effectively and efficiently manage these properties. For the year ended December 31, 2023, our
relationship with Sunrise Senior Living ("Sunrise") accounted for approximately 17% of our Seniors Housing Operating segment revenues and 12% of our total revenues.
Triple-net
Our Triple-net properties offer services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities,
Alzheimer's/dementia care and care homes with or without nursing (U.K.) described above, as well as long-term/post-acute care. Our properties include stand-alone properties that
provide one level of service, combination facilities that provide multiple levels of service, and communities or campuses that provide a wide range of services. We invest primarily
through acquisitions, development and joint venture partnerships. Our properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to
pay all operating costs, utilities, real estate taxes, insurance, maintenance costs and all obligations under certain ground leases. In addition, such triple-net master leases often require
our tenants to fund a minimum amount related to capital expenditures. We are not involved in property management.
Long-Term/Post-Acute Care Facilities Post-acute care is at the leading edge of reducing health care costs while improving quality. These high-impact centers help patients recover
from illness or surgery with the goals of getting the patient home and healed faster and reducing hospital readmission rates. Our long-term/post-acute care properties generally offer
skilled nursing/post-acute care, inpatient rehabilitation and long-term acute care services. Skilled nursing/post-acute care refers to licensed daily rate or rental properties where most
individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement in the U.S. or provincial reimbursement
in Canada. All properties offer some level of rehabilitation services. Some properties focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic,
dialysis, neurological or pulmonary rehabilitation. Inpatient rehabilitation properties provide intensive inpatient services after illness, injury or surgery to patients able to tolerate and
benefit from three hours of rehabilitation per day. Long-term acute care properties provide inpatient services for patients with complex medical conditions that require more intensive
care, monitoring or emergency support than is available in most skilled nursing/post-acute care properties.
Our Triple-net segment accounted for 16%, 16% and 19% of total revenues for the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31,
2023, our revenues related to our relationship with Integra Healthcare Properties ("Integra") accounted for approximately 21% of our Triple-net segment revenues and 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 continue to be held by the Welltower/ProMedica joint venture. The 58 assisted living and memory care assets continue to be
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operated by ProMedica and backed by the existing guaranty. Concurrently, Welltower and Integra entered into master leases for the skilled nursing portfolio, which are subleased to a
variety of regional operators to manage the properties.
For the years ended December 31, 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 revenues, compared to 6% of our Triple-net segment revenue and 1% of our total revenues for the year ended December 31, 2021. In
March 2021, we entered into definitive agreements to substantially exit our operating relationship with Genesis. As of December 31, 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 $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.
Outpatient Medical
Outpatient Medical Buildings Demand for outpatient medical services is growing as more procedures are performed safely and efficiently outside the hospital setting. State-of-the-
art outpatient centers are needed in accessible, consumer-friendly locations. Our portfolio of outpatient medical buildings is an integral part of creating health care provider
connectivity in local markets and generally include physician offices, ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs. Approximately 87% of our
outpatient medical building portfolio is affiliated with health systems (buildings directly on or adjacent to hospital campuses or with tenants that are satellite locations for the health
system and its physicians). We typically lease our outpatient medical buildings to multiple tenants and provide varying levels of property management. Our Outpatient Medical
segment accounted for 11%, 12% and 13% of total revenues for each of the years ended December 31, 2023, 2022 and 2021, respectively. No single tenant exceeds 20% of segment
revenues.
Investments
Providing high-quality and affordable health care to an aging global population requires vast investments and infrastructure development. We invest in seniors housing and health
care real estate primarily through acquisitions, developments and joint venture partnerships. For additional information regarding acquisition and development activity, please see
Note 3 to our consolidated financial statements. Our portfolio creates opportunities to connect partners across the continuum of care and drive efficiency. We seek to diversify our
investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on the following: (1) the experience of the
obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for
any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of
the applicable industry.
We monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes
review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant
compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical
portfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system
relationships, property performance, capital improvement needs, and market conditions.
Investment Types
Real Property Our properties are primarily comprised of land, buildings, improvements and related rights. Our triple-net properties are generally leased to operators under long-
term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and contain one or more five to 15-year renewal options. Certain of our leases also contain
purchase options, a portion of which could result in the disposition of properties for less than full market value if the options were to be exercised. Most of our rents are received
under triple-net leases requiring the operator to pay rent and all additional charges incurred in the operation of the leased property. The tenants are required to repair and maintain the
leased properties, and our leases often require the tenants to fund a minimum amount related to capital expenditures. Substantially all these operating leases are designed with
escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment.
Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period.
At December 31, 2023, approximately 97% of our triple-net properties were subject to master leases. A master lease is a lease of multiple properties to one tenant entity under a
single lease agreement. From time to time, we may acquire additional properties that are then leased to the tenant under the master lease. The tenant is required to make one monthly
payment that represents rent on all the properties that are subject to the master lease. Typically, the master lease tenant can exercise its right to purchase the properties or to renew the
master lease only with respect to all leased properties at the same time. We believe this bundling feature benefits us because the tenant cannot limit the purchase or renewal to better
performing properties and terminate the leasing arrangement with respect to poorer performing properties. This spreads our risk among the entire group of
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properties within the master lease. The bundling feature should provide a similar advantage to us if the master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in
bankruptcy has the right to assume or reject its unexpired leases and executory contracts. In the context of integrated master leases such as ours, our tenants in bankruptcy would be
required to assume or reject the master lease as a whole, rather than deciding on a property by property basis.
Our Outpatient Medical portfolio is primarily self-managed and consists mainly of multi-tenant properties leased to health care providers. Our leases typically include increasers
and some form of operating expense reimbursement by the tenant. As of December 31, 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, 2023 and are often credit enhanced by security deposits, guarantees and/or letters of credit.
Construction We are party to agreements to develop or redevelop properties funded through capital that we and/or our joint venture partners provide. We capitalize certain interest
costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the amount advanced during the construction period using the
rate of interest that approximates our company-wide cost of financing. Our interest expense is reduced by the amount capitalized. The construction period commences 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. During the construction period, we advance funds 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 holding back a
portion of the development fee, requiring a credit support for cost-overrun obligations and/or completion guarantees. As of December 31, 2023, we had outstanding construction
investments of $1,304,441,000 and were committed to provide additional funds of approximately $966,829,000 to complete construction for consolidated investment properties. We
also provide for construction loans which, depending on the terms and conditions, could be treated as loans or investments in unconsolidated entities.
Loans Our real estate loans are typically structured to provide us with interest income, principal amortization and transaction fees. Real estate loans consist of mortgage loans and
other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in the related
properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. As of December 31, 2023, we had
outstanding loans, net of allowances, of $1,691,706,000 with an interest yield of approximately 10.5% per annum. Our yield on loans depends upon a number of factors, including the
stated interest rate, average principal amount outstanding during the term of the loan and any interest rate adjustments. The loans outstanding as of December 31, 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.
Investments in Unconsolidated Entities Investments in entities that we do not consolidate but for which we can exercise significant influence over operating and financial policies
are reported under the equity method of accounting. As of December 31, 2023, we had investments in unconsolidated entities of $1,636,531,000. Our investments in unconsolidated
entities generally represent interests ranging from 10% to 95% in real estate assets. Under the equity method of accounting, our share of the investee’s earnings or losses is included
in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest inclusive of
transaction costs. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying
value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
In Substance Real Estate Additionally, we provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible
that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement,
including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying
real estate joint ventures are treated as in substance real estate investments, accounted for using the equity method, and are presented as investments in unconsolidated entities. We
have made loans related to 24 properties with a carrying value of $832,746,000 as of December 31, 2023, which are classified as in substance real estate investments.
Principles of Consolidation
The consolidated financial statements are in conformity with U.S general accepted accounting principles (“U.S. GAAP”) and include the accounts of our wholly owned
subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in
consolidation.
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At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and
determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not
have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We
consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, "Consolidations", requires enterprises to
perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the
activities of a VIE that most significantly impact that entity’s economic performance.
For investments in joint ventures, U.S. GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited
partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the
rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of
outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
Borrowing Policies
We utilize a combination of debt and equity to fund investments. Generally, we intend to issue unsecured, fixed-rate public debt with long-term maturities to approximate the
maturities on our triple-net leases and investment strategy. For short-term purposes, we may borrow on our primary unsecured credit facility or issue commercial paper. We typically
replace these borrowings with long-term capital such as senior unsecured notes or common stock. When terms are deemed favorable, we may invest in properties subject to existing
mortgage indebtedness. In addition, we may obtain secured financing for unleveraged properties in which we have invested or may refinance properties acquired on a leveraged basis.
In certain agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness.
Competition
We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies, finance/investment companies,
government-sponsored agencies, taxable and tax-exempt bond funds, health care operators, developers and other investors in the acquisition, development, leasing and financing of
health care and seniors housing properties. We compete for investments based on a number of factors including relationships, certainty of execution, investment structures and
underwriting criteria. Our ability to successfully compete is impacted by economic and demographic trends, availability of acceptable investment opportunities, our ability to
negotiate beneficial investment terms, availability and cost of capital, construction and renovation costs and applicable laws and regulations.
The operators/tenants of our properties compete with properties that provide comparable services in the local markets. Operators/tenants compete for patients and residents based
on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, family preferences (including a preference for home health
services instead of residing in one of our communities), physicians, staff and price. We also face competition from other health care facilities for tenants, such as physicians and other
health care providers that provide comparable facilities and services.
For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K.
Environmental, Social and Governance
Environmental, Social and Governance ("ESG") Approach We strive to operate in a responsible, transparent and sustainable manner. Our leadership, through the cross-functional
ESG Steering Committee and the Board of Directors (the "Board"), through the Nominating Corporate/Governance Committee, oversees and advances our ESG initiatives. We
recognize that focusing on ESG engagement, integration and impact benefits our stakeholders and is fundamental to our business. Our corporate responsibility and sustainability
strategy is focused on adopting leading ESG practices across our business and we were recognized for our leadership in this space over the past year in the following ways:
• Achieved a MSCI ESG rating 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 fifth consecutive year and
maintained the level of Sustained Excellence, the EPA’s highest recognition within the ENERGY STAR program, for the third consecutive year;
• Achieved the level of Executive Member in the EPA’s Certification Nation program;
• Maintained top 30% (3rd decile) ISS Quality Score ranking for each of Environment and Social;
• Listed in the FTSE4Good Index since 2012;
• Named to the Bloomberg Gender-Equality Index for the fifth consecutive year;
• Maintained Prime status under the ISS-ESG Corporate Rating for the fifth consecutive year;
• Improved GRESB score and maintained GRESB Green Star status for the third consecutive year;
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• 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.
In December 2019, we issued our inaugural green bond of $500,000,000 of 2.700% senior unsecured notes due 2027 and in March 2022 we issued an additional green bond of
$550,000,000 of 3.85% senior unsecured notes due 2032. The net proceeds from the offerings have been used to fund energy efficiency, water conservation and green building
projects. As of September 30, 2023, we have utilized all of the proceeds from these issuances on such projects.
Social We value and are committed to our employees. We believe that a diverse workplace produces a variety of perspectives, motivates employees and helps us understand and
better serve our stakeholders, and the communities in which we do business. As of December 31, 2023, our U.S. employees self-identified as follows:
Ethnicity
Male
Female
Asian
Black or African American
Hispanic or Latino
Native Hawaiian or Other Pacific Islander
Two or More Races
White
Gender
8 %
5 %
9 %
— %
1 %
77 %
100 %
51 %
13 %
7 %
10 %
— %
2 %
68 %
100 %
49 %
We have reinforced our already strong commitment to diversity and inclusion through our Diversity Council and support of our seven employee network groups ("ENGs"). Our
ENGs include women, families, racial and ethnic minorities, military, young professionals, and those who identify as LGBTQI+ and their allies. Our ENGs provide support,
education, networking opportunities and community belonging for our employees. Our support of diversity and inclusion through our Diversity Council and ENGs, taken together
with other employee initiatives, such as tailored messaging, training and discussions on equality and belonging, support our efforts to compete for and foster talent and inclusiveness
in an ever-changing workforce.
In addition, we have several social initiatives in place that are focused on fostering a more diverse workforce, engaging with our communities and promoting the health and well-
being of our employees, tenants and residents. The Welltower Charitable Foundation (the "Foundation") financially supports charitable initiatives related to aging, health care, the
environment, education and the arts. We encourage our employees to give back to the community by matching their contributions and donating their time to eligible charitable
organizations. Funds are also allocated to each of our ENGs to make charitable contributions in support of their programming efforts. Additionally, the Foundation facilitates
presentations for charities to compete in the Give-WELL campaign. This campaign enables our employees to present and vote for charities that will receive donations from the
Foundation. During 2023, we sponsored our fourth annual Day of Giving so our employees could collaborate to make an impact with local charitable organizations through volunteer
opportunities. See the Human Capital section below for additional information regarding employee initiatives and programs.
7
Governance Our commitment to diversity starts at the top with a highly knowledgeable, skilled and diverse Board. As of December 31, 2023, our ten Directors self-identified as
follows:
Asian
Black or African American
Hispanic or Latino
White
Ethnicity
Gender
Board Composition
Male
Female
10 %
20 %
20 %
50 %
100 %
60 %
40 %
100 %
Nine of our ten Directors are independent, and the independent Chair of our Board is held by a Black/African American male. Four of five, or 80%, of our Board committees are
chaired by either a Female (2), Hispanic/Latino (1) or Black/African American (1) Director.
Additional information regarding our ESG programs and initiatives is available in our 2022 Environmental, Social and Governance Report (located on our website at
www.welltower.com). Information on our website, including our Environmental, Social and Governance Report or sections thereof, is not incorporated by reference into this Annual
Report.
Human Capital
Our employees are our greatest asset. As of December 31, 2023, we had 533 employees (511 located in United States, 14 in the United Kingdom and eight in Canada). We are
committed to the success of our people and the unique combination of skills and experiences they bring to achieving our mission.
Employee Engagement High employee engagement and satisfaction are critical to attracting and retaining top talent. Annually, we conduct an employee engagement survey through
an independent third party, measuring our progress on important employee issues such as manager relationships, employee empowerment, performance management and resources
and support, and identifying opportunities for growth and improvement.
Employee Development Programs and Performance Management Development through the talent pipeline, recognizing and rewarding performance and providing opportunities for
continued growth are the cornerstones of our Human Capital strategy. We offer employees resources, trainings and tools designed to develop future leaders, advance careers and
attract and retain talent, including but not limited to our robust early career programs, formal mentorship and coaching programs, manager development training, skill development
courses and education assistance. During 2023, we continued executive management coaching programs to equip leaders with structured 360 feedback, customized development plans
and guidance on company-wide succession planning. For many of our vice presidents and senior vice presidents, we provided one-on-one leadership coaching, focusing on
maximizing their executive leadership potential.
Compensation and Benefits In addition to salary, our compensation and benefits programs include annual short-term incentive bonuses, long-term incentive stock awards,
retirement plans, an employee stock purchase plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental and caregiver leave,
senior wellness leave, employee assistance programs, tuition assistance and health and wellness reimbursement programs, among many others. We are committed to supporting the
diverse needs of our workforce, and with the assistance of independent third parties, we annually evaluate and benchmark the competitiveness of our compensation and benefits
programs. Our focus remains on fair pay practices that reward performance while aligning with the evolving needs of our employees.
Health, Safety and Wellness The success of our business is fundamentally connected to the safety and well-being of our employees, tenants, operators and managers, and their
residents and visitors, as the case may be. We provide our employees and their families access to numerous innovative, flexible and convenient health and wellness programs that
support physical, mental and financial well-being. In 2023, our focus remained on providing a safe office environment for our employees while continuing to allow for remote work,
hybrid work and flexible work schedules where feasible. With the support of the varying work arrangements and a geographically dispersed workforce, we continued to develop ways
to best support and communicate with our people. We continued to improve our employee experience by growing our internal communication platform (intranet), enhancing
connectivity and collaboration. The mobile applications used created an easily accessible digital home-base where all company communications, including important office
announcements, must-read company articles and external media engagements are located. Additional communication tools, including podcasts, town hall meetings, team events
(virtually and in person) and dedicated communication channels for ENGs, demonstrate our commitment to ensuring employee alignment and engagement.
Credit Concentrations Please see Note 9 to our consolidated financial statements.
Geographic Concentrations Please see “Item 2 – Properties” below and Note 18 to our consolidated financial statements.
8
Certain Government Regulations
United States
Health Law Matters — Generally
Typically, operators of seniors housing facilities do not receive significant funding from government programs and are largely subject to state laws, as opposed to federal laws.
Operators of long-term/post-acute care facilities and hospitals do receive significant funding from government programs, and these facilities are subject to extensive regulation,
including federal and state laws covering the type and quality of medical and/or nursing care provided, ancillary services (e.g., respiratory, occupational, physical and infusion
therapies), qualifications of the administrative personnel and nursing staff, the adequacy of the physical plant and equipment, reimbursement and rate setting and operating policies. In
addition, as described below, operators of these facilities are subject to extensive laws and regulations pertaining to health care fraud and abuse, including, but not limited to, the
federal Anti-Kickback Statute (“AKS”), the federal Stark Law (“Stark Law”), and the federal False Claims Act (“FCA”), as well as comparable state laws. Hospitals, physician group
practice clinics, and other health care providers that operate in our portfolio are subject to extensive federal, state, and local licensure, registration, certification, and inspection laws,
regulations, and industry standards, as well as other conditions of participation in federal and state government programs such as Medicare and Medicaid. Further, operators of long-
term care facilities are required to have in place compliance and ethics programs that meet the requirements of federal laws and regulations. Our tenants’ failure to comply with
applicable laws and regulations could result in, among other things: loss of accreditation; denial of reimbursement; imposition of fines; suspension, decertification, or exclusion from
federal and state health care programs; loss of license; or closure of the facility. See risk factors “The requirements of, or changes to, governmental reimbursement programs, such as
Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability
to meet their obligations to us” and “Our operators’ or tenants’ failure to comply with federal, state, local and industry-regulated licensure, certification and inspection laws,
regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to
us” in “Item 1A – Risk Factors” below. Moreover, in light of certain arrangements that Welltower may pursue with healthcare entities who are directly subject to laws and regulations
pertaining to health care, and, given that certain of our arrangements are structured under the provisions of the REIT Investment Diversification and Empowerment Act of 2007
("RIDEA"), certain health care fraud and abuse laws and data privacy laws could apply directly to Welltower. See risk factor "We assume operational and legal risks with respect to
our properties managed in RIDEA structures that could have a material adverse effect on our business results of operations, and financial condition" in "Item 1A - Risk Factors"
below.
Licensing and Certification
The primary regulations that affect seniors housing facilities are state licensing and certification laws. For example, certain health care facilities are subject to a variety of licensure
and certificate of need (“CON”) laws and regulations. Where applicable, CON laws generally require, among other requirements, that a facility demonstrate the need for (1)
constructing a new facility, (2) adding beds or expanding an existing facility, (3) investing in major capital equipment or adding new services, (4) changing the ownership or control
of an existing licensed facility or (5) terminating services that have been previously approved through the CON process. Certain state CON laws and regulations may restrict the
ability of operators to add new properties or expand an existing facility’s size or services. In addition, CON laws may constrain the ability of an operator to transfer responsibility for
operating a particular facility to a new operator.
With respect to licensure, generally our seniors housing and long-term/post-acute care facilities are required to be licensed by the applicable state regulatory authority. The failure
of our operators to maintain or renew any required license or regulatory approval as well as the failure of our operators to correct serious deficiencies identified in a compliance
survey could require those operators to discontinue operations at a property and could result in suspension of new admissions or loss of licensure. 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.
Reimbursement
The reimbursement methodologies applied to health care facilities continue to evolve. Federal and state authorities have considered and implemented and may continue seeking to
implement new or modified reimbursement methodologies, including value-based reimbursement methodologies that may negatively impact health care property
operations. Likewise, third-party payors may continue imposing greater controls on operators, including through changes in reimbursement rates and fee structures. The impact of any
such changes, if implemented, may result in a material adverse effect on our portfolio. No assurance can be given that current revenue sources or levels will be
maintained. Accordingly, there can be no assurance that payments under a government health care program are currently, or will be in the future, sufficient to fully reimburse the
property operators for their operating and capital expenses.
9
•
•
Seniors Housing Facilities The majority of the revenues received by the operators of U.S. seniors housing facilities are from private pay sources. The remaining revenue source
is primarily Medicaid provided under state waiver programs for home and community-based care. There can be no guarantee that a state Medicaid program operating pursuant to
a waiver will be able to maintain its waiver status. Rates paid by self-pay residents are set by the facilities and are determined by local market conditions and operating
costs. Generally, facilities receive a higher payment per day for a private pay resident than for a Medicaid beneficiary who requires a comparable level of care. The level of
Medicaid reimbursement varies from state to state. Thus, the revenues generated by operators of our assisted living facilities may be adversely affected by payor mix, acuity
level, or changes in Medicaid eligibility and reimbursement levels.
Long-Term/Post-Acute Care Facilities The majority of the revenues received by the operators of these facilities are from the Medicare and Medicaid programs, with the balance
representing reimbursement payments from private payors and patients. Consequently, changes in federal or state reimbursement policies may adversely affect an operator’s
ability to cover its expenses, including our rent or debt service. Long-term/post-acute care facilities are subject to periodic pre- and post-payment reviews and other audits by
federal and state authorities. A review or audit of a property operator’s claims could result in recoupments, denials or delay of payments in the future. Due to the significant
judgments and estimates inherent in payor settlement accounting, no assurance can be given as to the adequacy of any reserves maintained by our property operators to cover
potential adjustments to reimbursements or to cover settlements made to payors.
◦ Medicare Reimbursement Generally, long-term/post-acute care facilities are reimbursed by Medicare under prospective payment systems, which generally provide
reimbursement based upon a predetermined fixed amount per episode of care and are updated by the Centers for Medicare and Medicaid Services ("CMS"), an agency of the
Department of Health and Human Services (“HHS”) annually. There is a risk under these payment systems that costs will exceed the fixed payments, or that payments may
be set below the costs to provide certain items and services. The HHS Office of Inspector General has released recommendations to address skilled nursing facility ("SNF")
billing practices and Medicare payment rates, which may impact our tenants and operators. In September 2022, HHS announced that additional data about the ownership of
all Medicare-certified nursing homes will be released to the public, and in June 2023, CMS began publishing additional information regarding Medicare-certified nursing
homes with common owners and operators, referred to as “affiliated entities,” including names of affiliated owners and aggregate data on the safety, staffing, and quality of
affiliated entities. This information will make it easier for stakeholders (such as state licensing officials, state and federal law enforcement and researchers) and the public to
identify common owners of nursing homes across different nursing home locations. The information will also allow for greater accessibility to information regarding
facilities' performance and any common ownership links among facilities with poor performance. CMS announced it is increasing scrutiny and oversight over the country's
poorest performing nursing facilities by strengthening requirements for completion of the Special Focus Facility Program and increasing enforcement actions against
facilities that fail to demonstrate improvement, including denial of payment and potential loss of Medicare certification.
◦ Medicaid Reimbursement Many states reimburse SNFs using fixed daily rates, which are applied prospectively based on patient acuity and the historical costs incurred in
providing patient care. In most states, Medicaid does not fully reimburse the cost of providing services. Certain states are attempting to slow the rate of Medicaid growth by
freezing rates or restricting eligibility and benefits. In addition, Medicaid reimbursement rates may decline if state revenues in a particular state are not sufficient to fund
budgeted expenditures. Health reform measures could be implemented as a result of political, legislative, regulatory and administrative developments and judicial
proceedings. On February 28, 2022, President Biden announced reforms to be implemented by CMS to ensure that: (a) every nursing home provides a sufficient number of
staff who are adequately trained to provide high-quality care; (b) poorly performing nursing homes are held accountable for improper and unsafe care and immediately
improve their services or are cut off from taxpayer dollars; and (c) the public has better information about nursing home conditions so that they can find the best available
options. These reforms include minimum staffing requirements, reinforced safeguards against unnecessary medications, more funding for inspection activities, increased
scrutiny on poor performers and expanded financial penalties and other sanctions. 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. We cannot predict whether the existing Health Reform Laws, or future health care reform legislation,
executive order, or regulatory changes, will have a material impact on our operators’ or tenants’ property or business.
• Medicare Reimbursement for Physicians, Hospital Outpatient Departments (“HOPDs”), and Ambulatory Surgical Centers (“ASCs”) Changes in reimbursement to physicians,
HOPDs and ASCs may further affect our tenants and operators. Generally, Medicare reimburses physicians under the Physician Fee Schedule, while HOPDs and ASCs are
reimbursed under prospective payment systems. The Physician Fee Schedule and the HOPD and ASC prospective payment systems are updated annually by CMS. These annual
Medicare payment regulations have resulted in lower net pay increases than providers of those services have often expected. In addition, the Medicare and Children’s Health
Insurance Program Reauthorization Act of 2015 (“MACRA”) includes payment reductions for providers who do not meet
10
government quality standards. The implementation of pay-for-quality models like those required under MACRA has the potential to produce funding disparities that could
adversely impact some provider tenants in outpatient medical buildings and other health care properties. Changes in Medicare Advantage plan payments may also indirectly
affect our operators and tenants that contract with Medicare Advantage plans.
Fraud & Abuse Enforcement
Long-term/post-acute care facilities (and seniors housing facilities that receive Medicaid payments) are subject to federal, state, and local laws, regulations, and applicable guidance
that govern the operations and financial and other arrangements that may be entered into by health care providers. Certain of these laws, such as the AKS and Stark Law, prohibit
direct or indirect payments of any kind for the purpose of inducing or encouraging the referral of patients for medical products or services reimbursable by government health care
programs. Other government health program laws require providers to furnish only medically necessary services and submit to the government valid and accurate statements for each
service. Our operators and tenants that receive payments from federal health care programs, such as Medicare and Medicaid, are subject to substantial financial penalties under the
Civil Monetary Penalties Act and the FCA upon a finding of noncompliance with such laws. In addition, states may also have separate false claims acts, which, among other things,
generally prohibit health care providers from filing false claims or making false statements to receive payments. Federal and state FCAs contain "whistleblower" provisions that
permit private individuals to bring health care fraud enforcement claims on behalf of the government. Still other laws require providers to comply with a variety of safety, health and
other requirements relating to the condition of the licensed property and the quality of care provided. Sanctions for violations of these laws, regulations and other applicable guidance
may include, but are not limited to, criminal and/or civil penalties and fines, loss of licensure, immediate termination of government payments, exclusion from any government health
care program, damage assessments and imprisonment. In certain circumstances, violation of these rules (such as those prohibiting abusive and fraudulent behavior) with respect to
one property may subject other facilities under common control or ownership to sanctions, including exclusion from participation in the Medicare and Medicaid programs, as well as
other government health care programs, and revocation of healthcare licenses. In the ordinary course of its business, a property operator is regularly subjected to inquiries,
investigations and audits by the federal and state agencies that oversee these laws and regulations.
Prosecutions, investigations or whistleblower actions could have a material adverse effect on a property operator’s liquidity, financial condition, and operations, which could
adversely affect the ability of the operator to meet its financial obligations to us. In addition, government investigations and enforcement actions brought against the health care
industry have increased dramatically over the past several years and are expected to continue. The costs for an operator of a health care property associated with both defending such
enforcement actions and the undertakings in settling these actions can be substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us.
In addition, Welltower could potentially be directly subject to these health care fraud and abuse laws, as well as potential investigation or enforcement, as a result of our RIDEA-
structured arrangements, and certain collaboration or other arrangements we may pursue with stakeholders who are directly subject to these laws.
Federal and State Data Privacy and Security Laws
The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and numerous other state and federal laws govern the collection, security, dissemination, use, access
to and confidentiality of personal information, including individually identifiable health information. Violations of these laws may result in regulatory scrutiny, lawsuits or substantial
civil and/or criminal fines and penalties, including regulatory consent orders. The costs to a business such as ours or to an operator of a health care property associated with
developing and maintaining programs and systems to comply with data privacy and security laws, defending against privacy and security related claims or enforcement actions and
paying any assessed fines, can be substantial. Moreover, such costs could have a material adverse effect on the ability of an operator to meet its obligations to us. Finally, data privacy
and security laws and regulations continue to develop, including with regard to HIPAA and U.S. state privacy laws. The California Consumer Privacy Act ("CCPA") has been
amended by the California Privacy Rights Act. 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. As we use data to better inform our investments and the efficacy of care in our communities, these developments may add potential uncertainty and costs towards
compliance obligations, business operations or transactions that depend on data. These evolving privacy laws may create restrictions or requirements in our, our operators' and other
business partners' use, sharing and retention of data. New privacy and security laws could require substantial investment in resources to comply with regulatory changes as privacy
and security laws proliferate in divergent ways or impose additional obligations, and potentially create new privacy related legal risks.
11
United Kingdom
In the U.K., care home services are principally regulated by the Health and Social Care Act 2008 (as amended) and other regulations including the Health and Care Act 2022. This
legislation subjects service providers to a number of legally binding “Fundamental Standards” and requires, amongst other things, that all persons carrying out “Regulated Activities”
in the U.K., and the managers of such persons, be registered. Providers of care home services are also subject (as data controllers) to laws governing their use of personal data
(including in relation to their employees, clients and recipients of their services). These laws currently take the form of the U.K.’s Data Protection Act 2018 and the U.K. General
Data Protection Regulation (collectively “U.K. DP Laws”). U.K. DP Laws impose a significant number of obligations on controllers with the potential for fines of up to 4% of annual
worldwide turnover or £17.5 million, whichever is greater. Further, entities may also be subject to the E.U. General Data Protection Regulation ("E.U. GDPR"). Similarly, the E.U.
GDPR imposes obligations on controllers with the potential for fines of up to 4% of annual worldwide turnover or €20 million, whichever is greater. The U.K. DP Laws may be
subject to change with the introduction of the Data Protection and Digital Information ("DPDI") Bill in 2023. Entities incorporated in or carrying on a business in the U.K., as well as
individuals residing in the U.K., are also subject to the U.K. Bribery Act 2010. The U.K. has national minimum wage legislation with a maximum fine for non-payment of £20,000
per worker and employers who fail to pay will be banned from being a company director for up to 15 years.
Canada
Senior living residences in Canada are provincially regulated. Within each province, there are different categories for senior living residences that are generally based on the level
of care sought and/or required by a resident (e.g. assisted or retirement living, senior living residences, residential care, long-term care). In some of these categories and depending on
the province, residences may be government funded, or the individual residents may be eligible for a government subsidy, while other residences are exclusively private pay. The
governing legislation and regulations vary by province, but generally the object of the laws is to set licensing requirements and minimum standards for senior living residences, and
regulate operations. These laws empower regulators in each province to take a variety of steps to ensure compliance, conduct inspections, issue reports and generally regulate the
industry.
Our operations in Canada are subject to privacy legislation, including, in certain provinces, privacy laws specifically related to personal health information. Although the
obligations of senior living residences in the various provinces differ, they all include the obligation to protect personal information. Under some of these laws, notification to the
regulator in the event of an actual or suspected privacy breach is mandatory. The powers of privacy regulators and penalties for violations of privacy law vary according to the
applicable law or are left to the courts. In September 2021, the province of Quebec adopted significant amendments to its privacy legislation, including a new enforcement scheme
with significant penalties and fines: up to CAD $10 million or 2% of global turnover (whichever is greater) for administrative monetary penalties and up to CAD $25 million or 4%
of global turnover for penal fines. The amendments take effect in three stages: (i) a few provisions on September 22, 2022, (ii) most provisions on September 22, 2023 (including the
new enforcement scheme), and (iii) one provision on September 23, 2024. Senior living residences may also be subject to laws pertaining to residential tenancy, provincial and/or
municipal laws applicable to fire safety, food services, zoning, occupational health and safety, public health and the provision of community health care and funded long-term/post-
acute care.
Taxation
The following summary of the taxation of the Company and the material U.S. federal income tax consequences to the holders of the equity of the Company and the debt securities
of the Company and Welltower OP (defined below) is for general information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant
to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding
shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting
for their securities, investors in pass-through entities and non-U.S. corporations and persons who are not citizens or residents of the United States).
This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular investment or other circumstances. In
addition, this summary does not discuss any state or local income taxation or non-U.S. income taxation or other non-U.S. tax consequences. This summary is based on current U.S.
federal income tax laws. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could
have a material effect on the U.S. federal income tax consequences of purchasing, owning and disposing of our securities as set forth in this summary. Before you purchase our
securities, you should consult your own tax advisor regarding the particular U.S. federal, state, local, non-U.S. and other tax consequences of acquiring, owning and selling our
securities.
12
General
Prior to the Reorganization on April 1, 2022, whereby Old Welltower, became a wholly owned subsidiary of WELL Merger Holdco Sub Inc. in a transaction intending to qualify as
a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the Reorganization, Old Welltower changed its name
to Welltower OP Inc., WELL Merger Holdco Sub Inc. changed its name to Welltower Inc. and Old Welltower became a “qualified REIT subsidiary” of the Company. Effective on
May 24, 2022, Welltower OP Inc. converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC. Prior to the Reorganization, Old
Welltower elected to be taxed as a REIT and was organized and operated in a manner intended to qualify as a REIT. As a result of the Reorganization, the Company is treated as a
continuation of Old Welltower for U.S. federal income tax purposes and references in this summary to “the Company,” “us,” or “we” include references to Old Welltower unless
otherwise specified or clearly required by the context.
We have been organized and operated in a manner intended to qualify as a REIT and we intend to continue to operate in such a manner as to qualify as a REIT, but there can be no
assurance that we will qualify or remain qualified as a REIT. Qualification and taxation as a REIT depend upon our ability to meet a variety of qualification tests imposed under U.S.
federal income tax law with respect to our income, assets, distributions and share ownership, as discussed below under “Qualification as a REIT.”
In any year in which we qualify as a REIT, in general, we will not be subject to U.S. federal income tax on that portion of our REIT taxable income or capital gain that is
distributed to stockholders. We may, however, be subject to tax at normal corporate rates on any taxable income or capital gain not distributed. If we elect to retain and pay income
tax on our net capital gain, stockholders would be taxed on their proportionate shares of our undistributed net capital gain and would receive a refundable credit for their shares of
any taxes paid by us on such gain.
Despite qualifying as a REIT, we may be subject to U.S. federal income and excise tax as follows:
• To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject
to tax on the undistributed amount at regular corporate tax rates;
• If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-
qualifying income from foreclosure property, such income will be taxed at the highest corporate rate;
• Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of
business, other than dispositions of foreclosure property) will be subject to a 100% tax;
• If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT because certain other requirements
are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% of our gross income over the amount of qualifying
gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the
95% gross income test (discussed below) multiplied by (2) a fraction intended to reflect our profitability;
• If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for such year
(other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding years, we will be subject to a 4% excise tax on the
excess of such required distribution over amounts actually distributed and;
• We will be subject to a 100% tax on certain amounts from certain transactions involving our “taxable REIT subsidiaries” that are not conducted on an arm’s length basis.
See “Investments in Taxable REIT Subsidiaries.”
We have acquired assets from “C” corporations in carryover basis transactions and may do so again in the future. A “C” corporation is generally defined as a corporation that is
required to pay full corporate level U.S. federal income tax. If we recognize gain on the disposition of such assets during the five-year period beginning on the date on which the
assets were acquired by us, then, to the extent of the assets’ “built-in gain” (e.g., the excess of the fair market value of the asset over the adjusted tax basis of the asset, in each case
determined as of the beginning of the five-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The results described in this paragraph
with respect to the recognition of built-in gain assume that the “C” corporation did not make and was not treated as making an election to treat the built-in gain assets as sold to an
unrelated party on the date they were acquired by us. For our assets that are subject to the built-in gains tax, the potential amount of built-in gains tax will be an additional factor when
considering a possible sale of such assets within the five-year period beginning on the date on which the assets were acquired by us. See Note 19 to our consolidated financial
statements for additional information regarding the built-in gains tax.
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Qualification as a REIT
A REIT is defined as a corporation, trust or association:
(1) which is managed by one or more trustees or directors;
(2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;
(3) which would be taxable as a domestic corporation but for the U.S. federal income tax law relating to REITs;
(4) which is neither a financial institution nor an insurance company;
(5) the beneficial ownership of which is held by 100 or more persons in each taxable year of the REIT except for its first
taxable year;
(6) not more than 50% in value of the outstanding stock of which is owned during the last half of each taxable year, excluding its first taxable year, directly, indirectly or
constructively, by or for five or fewer individuals (which includes certain entities) (the “Five or Fewer Requirement”); and
(7) which meets certain income and asset tests described below.
Conditions (1) to (4), inclusive, must be met during the entire taxable year and condition (5) must be met during at least 335 days of a taxable year of 12 months or during a
proportionate part of a taxable year of less than 12 months. For purposes of condition (6), pension funds and certain other tax-exempt entities are treated as individuals, subject to a
“look-through” exception in the case of certain pension funds.
Based on publicly available information, we believe we have satisfied the share ownership requirements set forth in (5) and (6) above. In addition, Article VI of our by-laws
provides for restrictions regarding ownership and transfer of shares. These restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in
(5) and (6) above but may not ensure that we will, in all cases, be able to satisfy such requirements.
We have complied with, and will continue to comply with, tax regulatory rules to send annual letters to certain of our stockholders requesting information regarding the actual
ownership of our stock. If, despite sending the annual letters, we do not know, or after exercising reasonable diligence would not have known, whether we failed to meet the Five or
Fewer Requirement, we will be treated as having met the Five or Fewer Requirement. If we fail to comply with these tax regulatory rules, we will be subject to a monetary penalty. If
our failure to comply were due to intentional disregard of the requirement, the penalty would be increased. However, if our failure to comply were due to reasonable cause and not
willful neglect, no penalty would be imposed.
For purposes of the REIT income and asset tests our assets and income will include any asset owned and any income earned directly or indirectly through a disregarded entity,
including a “qualified REIT subsidiary,” and a proportionate share of the assets of, and any income earned through, any entity we own that is treated as a partnership for U.S. federal
income tax purposes, including Welltower OP. A corporation will qualify as a “qualified REIT subsidiary” if 100% of its stock is owned by a REIT, and the REIT does not elect to
treat the subsidiary as a taxable REIT subsidiary.
We will own substantially all of our assets and earn substantially all of our income through Welltower OP and its direct or indirect subsidiaries. Prior to the LLC Conversion,
Welltower OP was treated as a “qualified REIT subsidiary,” provided that we qualified as a REIT during this period. After the LLC Conversion, Welltower OP became a disregarded
entity for U.S. federal income tax purposes and was treated as a disregarded entity until additional regarded members were admitted to Welltower OP, at which time Welltower OP
became a regarded entity treated as a partnership for U.S. federal income tax purposes.
Although we intend for any partnership in which we have acquired or will acquire an interest, directly or indirectly (a “Subsidiary Partnership”), to operate in a manner consistent
with the requirements for our qualification as a REIT, we will be an indirect limited partner or non-managing member in some of the Subsidiary Partnerships. Though we nonetheless
expect that all such Subsidiary Partnerships will be required to operate in a manner consistent with the requirements for our qualification as a REIT, if a Subsidiary Partnership in
which we own an interest but do not have control takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of
our interest in such entity. In addition, it is possible that a Subsidiary Partnership could take an action which could cause us to fail a gross income or asset test and that we would not
become aware of such action in time for us to dispose of our interest in the Subsidiary Partnership or take other corrective action on a timely basis. In that case, we could fail to qualify
as a REIT unless we were able to qualify for a statutory REIT “savings” provision, which could require us to pay a significant penalty tax to maintain our REIT qualification.
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Income Tests There are two separate percentage tests relating to our sources of gross income that we must satisfy each taxable year:
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At least 75% of our gross income (excluding gross income from certain sales of property held primarily for sale) generally must be directly or indirectly derived each
taxable year from “rents from real property,” dividends or other distributions on, and gain (other than gain from prohibited transactions) from the sale or other disposition
of, REIT shares, mortgages on real property, other income from investments relating to real property or certain income from qualified temporary investments (the “75%
gross income test”).
At least 95% of our gross income (excluding gross income from certain sales of property held primarily for sale) generally must be directly or indirectly derived each
taxable year from any of the sources qualifying for the 75% gross income test and from dividends (including dividends from taxable REIT subsidiaries) and interest (the
“95% gross income test”).
Income from hedging and non-U.S. currency transactions is excluded from the 95% and 75% gross income tests if certain requirements are met but otherwise will constitute gross
income which does not qualify under the 95% or 75% gross income tests.
Rents received by us will qualify as “rents from real property” for purposes of satisfying the gross income tests for a REIT only if several conditions are met:
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The amount of rent must not be based in whole or in part on the income or profits of any person, although rents generally will not be excluded merely because they are based
on a fixed percentage or percentages of receipts or sales.
Rents received from a tenant will not qualify as rents from real property if the REIT, or an owner of 10% or more of the REIT, directly or constructively owns 10% or more
of the tenant, unless the tenant is our taxable REIT subsidiary and certain other requirements are met with respect to the real property being rented.
If rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent
attributable to such personal property will not qualify as “rents from real property.”
For rents to qualify as rents from real property, we generally must not furnish or render services to tenants, other than through a taxable REIT subsidiary or an “independent
contractor” from whom we derive no income, except that we may directly provide services that are usually or customarily rendered in the geographic area in which the
property is located in connection with the rental of real property for occupancy only or are not otherwise considered rendered to the occupant for the occupant’s convenience.
• We may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary if the property is operated on behalf of such subsidiary by a person
that qualifies as an “independent contractor” and that is, or is related to a person that is, actively engaged in the trade or business of operating health care facilities for any
person unrelated to us or our taxable REIT subsidiary (such person, an “eligible independent contractor”). If this is the case, the rent that the REIT receives from the taxable
REIT subsidiary generally will be treated as “rents from real property.” A “qualified health care property” includes any real property and any personal property that is, or is
necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility
that extends medical or nursing or ancillary services to patients and is operated by a provider of such services that is eligible for participation in the Medicare program with
respect to such facility.
A REIT is permitted to render a de minimis amount of impermissible services to tenants of a property and still treat rents received with respect to that property as rent from real
property. The amount received or accrued by the REIT during the taxable year for the impermissible services with respect to a property may not exceed 1% of all amounts received or
accrued by the REIT directly or indirectly from the property. The amount received for any service or management operation for this purpose shall be deemed to be not less than 150%
of the direct cost of the REIT in furnishing or rendering the service or providing the management or operation. Furthermore, impermissible services may be furnished to tenants by a
taxable REIT subsidiary subject to certain conditions, which would permit us to still treat rents received with respect to the property as rent from real property.
The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of any person, although an
amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales or by reason of being based on the income or
profits of a debtor which derives substantially all of its income with respect to the property securing such debt from the leasing of substantially all of such property to tenants, to the
extent that the rents paid by the tenants would qualify as rents from real property if the Company earned such amounts directly.
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If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we are eligible for certain relief
provisions provided by the Code. These relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable year
describing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect. It is not now possible to determine the
circumstances under which we may be entitled to the benefit of these relief provisions. If these relief provisions apply, a 100% tax is imposed on an amount equal to (1) the gross
income attributable to (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test and (ii) 95% of our gross income over the
amount of qualifying gross income for purposes of the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability. The Secretary of the Treasury is given
broad authority to determine whether particular items of income or gain qualify under the 75% and 95% gross income tests and to exclude items from the measure of gross income
for such purposes.
Asset Tests Within 30 days after the close of each quarter of our taxable year, we must also satisfy several tests relating to the nature and diversification of our assets determined in
accordance with generally accepted accounting principles. At least 75% of the value of our total assets must be represented by real estate assets (including interests in real property,
interests in mortgages on real property or on interests in real property, shares in other REITs and debt instruments issued by publicly offered REITs), cash, cash items (including
receivables arising in the ordinary course of our operation), government securities and qualified temporary investments (the “75% asset test”). Although the remaining 25% of our
assets generally may be invested without restriction, we are prohibited from owning securities representing more than 10% of either the vote (the “10% vote test”) or value (the “10%
value test”) of the outstanding securities of any issuer other than another REIT or a taxable REIT subsidiary. Further, no more than 20% of our total assets may be represented by
securities of one or more taxable REIT subsidiaries (the “20% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-
governmental issuer (the “5% asset test”) other than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary. Each of the 10% vote test, the 10% value test and the
20% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value-related tests are not satisfied due to changes in the value
of the assets of a REIT.
Certain items are excluded from the 10% value test, including: (1) straight debt securities meeting certain requirements; (2) any loan to an individual or an estate; (3) any rental
agreement described in Section 467 of the Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued by a state or any
subdivision thereof, the District of Columbia, a non-U.S. government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT;
and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of security (“10% Value Excluded Securities”). If a REIT, or its
taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuer that are not 10% Value Excluded Securities and have an
aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included in the 10% value test.
A REIT’s interest as a partner in a partnership is not treated as a security for purposes of applying the 10% value test to securities issued by the partnership. Further, any debt
instrument issued by a partnership that is not a 10% Value Excluded Security will not be a security for purposes of applying the 10% value test (1) to the extent of the REIT’s interest
as a partner in the partnership or (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualify for the 75% gross income
test. For purposes of the 10% value test, a REIT’s interest in a partnership’s assets is determined by the REIT’s proportionate interest in any securities issued by the partnership (other
than the excluded securities described in the preceding paragraph).
If a REIT or its “qualified business unit” uses a non-U.S. currency as its functional currency, the term “cash” includes such non-U.S. currency, but only to the extent such non-U.S.
currency is (i) held for use in the normal course of the activities of the REIT or “qualified business unit” which give rise to items of income or gain that are included in the 95% and
75% gross income tests or are directly related to acquiring or holding assets qualifying under the 75% asset test, and (ii) not held in connection with dealing or engaging in substantial
and regular trading in securities.
With respect to corrections of failures as to violations of the 10% vote test, the 10% value test or the 5% asset test, a REIT may avoid disqualification as a REIT by disposing of
sufficient assets to cure a violation due to the ownership of assets that do not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or $10,000,000, provided
that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the violation. For violations of any of the REIT asset tests due to
reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, a REIT can avoid disqualification as a REIT after the close of a taxable
quarter by taking certain steps, including disposition of sufficient assets within the six month period described above to meet the applicable asset test, paying a tax equal to the greater
of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying
assets and filing a schedule with the Internal Revenue Service ("IRS") that describes the non-qualifying assets.
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Investments in Taxable REIT Subsidiaries REITs may own more than 10% of the voting power and value of securities in taxable REIT subsidiaries. Unlike a qualified REIT
subsidiary, other disregarded entity or partnership, the income and assets of a taxable REIT subsidiary are not attributable to the REIT for purposes of satisfying the income and asset
ownership requirements applicable to REIT qualification. Except as noted below with respect to a corporate entity that operates a health care or lodging facility, we and any taxable
corporate entity in which we own an interest, directly or indirectly, are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.”
Certain of our subsidiaries have elected or will elect taxable REIT subsidiary status. Taxable REIT subsidiaries are subject to full corporate level U.S. federal taxation on their
earnings but are permitted to engage in certain types of activities that cannot be performed directly by REITs without jeopardizing the REIT status of their parent REIT. The taxes to
which our taxable REIT subsidiaries are subject will reduce the cash available for such taxable REIT subsidiaries to distribute as dividends to us.
The IRS may redetermine amounts from transactions between a REIT and its taxable REIT subsidiary where there is a lack of arm’s-length dealing between the parties. Any
taxable income allocated to, or deductible expenses allocated away, from a taxable REIT subsidiary would increase its tax liability. Further, redetermined amounts from certain
transactions involving a REIT and its taxable REIT subsidiaries could be subject to a 100% tax if not conducted on an arm’s length basis.
A taxable REIT subsidiary does not include any corporation that directly or indirectly operates or manages a lodging facility or a health care facility unless such facility is operated
on behalf of such subsidiary by a person that is an independent contractor and certain other requirements are met. The failure of a subsidiary of ours to qualify as a taxable REIT
subsidiary as a result of operating a lodging facility or a health care facility could have an adverse effect on the Company’s ability to comply with the REIT income and asset tests,
and thus could impair the Company’s ability to qualify as a REIT unless the Company could avail itself of certain relief provisions under the Code and pay any tax resulting
therefrom.
For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 (“IRA”) imposes among other things, a 15% Corporate Alternative Minimum Tax
(“Corporate AMT”) on certain U.S. corporations with average adjusted financial statement income in excess of $1 billion. Although, by its terms, the Corporate AMT is not
applicable to REITs, it is not certain whether or how the Corporate AMT would apply to our TRSs.
The IRS has issued several notices indicating its intention to propose regulations providing guidance regarding the Corporate AMT and issuing certain interim rules on which
taxpayers may rely. Until further regulations and guidance from the IRS is released, the impact of the Corporate AMT on our TRSs is uncertain and it is possible that our taxable
REIT subsidiaries will be subject to material U.S. federal income taxes under the Corporate AMT.
Investments in REIT Subsidiaries The Company, through Welltower OP, owns and may acquire direct or indirect interests in one or more entities that have elected or will elect to
be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein
that are applicable to the Company. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax and (ii) the
Subsidiary REIT’s failure to qualify could have an adverse effect on the Company’s ability to comply with the REIT income and asset tests, and thus could impair the Company’s
ability to qualify as a REIT unless the Company could avail itself of certain relief provisions under the Code and pay any tax resulting therefrom.
Annual Distribution Requirements In order to avoid being taxed as a regular corporation, we are required to make distributions (other than capital gain distributions) to our
stockholders which qualify for the dividends paid deduction in an amount at least equal to (1) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the
dividends paid deduction and our net capital gain) and (ii) 90% of the after-tax net income, if any, from foreclosure property, minus (2) a portion of certain items of non-cash income.
These distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for that year and if paid on or
before the first regular distribution payment after such declaration. Prior to 2014, with respect to all REITs, the amount distributed could not be preferential. This means that every
stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and no class of stock may be treated otherwise than
in accordance with its dividend rights as a class (the “preferential dividend rule”). The preferential dividend rule no longer applies to publicly offered REITs; however, the rule is still
applicable to REITs which are not publicly offered, which would include several of our Subsidiary REITs. To the extent that we do not distribute all of our net capital gain or
distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates. As
discussed above, we may be subject to an excise tax if we fail to meet certain other distribution requirements. Although we intend to make timely distributions sufficient to satisfy
these annual distribution requirements, economic, market, legal, tax or other factors could limit our ability to meet those requirements.
It is also possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or to distribute such greater amount as
may be necessary to avoid income and excise taxation, due to, among other things, (1) timing differences between (i) cash receipts and cash expenditures and (ii) the inclusion of
income and deduction of expenses in arriving at our taxable income, or (2) the payment of expenditures that may not be deductible to us. In the event that timing differences occur,
we may find it necessary to arrange for borrowings or, if possible, pay dividends in the form of taxable stock dividends in order to meet the distribution requirement.
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Under certain circumstances, including in the event of a deficiency determined by the IRS, we may be able to rectify a resulting failure to meet the distribution requirement for a
year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for distributions paid for the earlier year. Thus, we may be able to avoid
being disqualified as a REIT and/or taxed on amounts distributed as deficiency dividends; however, we will be required to pay applicable penalties and interest based upon the amount
of any deduction taken for deficiency dividend distributions.
Failure to Qualify as a REIT If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular
corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible by us. As a result, we anticipate that our failure to qualify as a
REIT would reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, we will not be required to distribute any amounts to our
stockholders, and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits and will not be
eligible for the 20% deduction under Section 199A of the Code applicable to certain non-corporate shareholders, including individuals, prior to January 1, 2026. In such event,
corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax
rates on qualified dividend income. If we fail to qualify as a REIT, such stockholders may not claim this deduction with respect to dividends paid by us. Unless entitled to relief under
specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to
state whether in all circumstances we would be entitled to statutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments
in order to pay potentially significant resulting tax liabilities.
In addition to the relief described above under “Income Tests” and “Asset Tests,” statutory relief is available in the event that we violate a provision of the Code that would result
in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect; (2) we pay a penalty of $50,000 for each failure to satisfy the
provision; and (3) the violation does not include a violation described under “Income Tests” or “Asset Tests” above. It is not now possible to determine the circumstances under
which we may be entitled to the benefit of these relief provisions.
Material U.S. Federal Income Tax Consequences to Holders of Our Stock and the Debt Securities of the Company and Welltower OP
The following discussion is a summary of the material U.S. federal income tax consequences to you of acquiring, owning and disposing of stock of the Company or debt securities
of the Company or Welltower OP. This discussion is limited to holders who hold stock of the Company or debt securities of the Company or Welltower OP as “capital assets” within
the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s
particular circumstances, including the alternative minimum tax. In addition, except where specifically noted, it does not address consequences relevant to holders subject to special
rules, including, without limitation:
• U.S. expatriates and former citizens or long-term residents of the United States;
• U.S. holders (as defined below) whose functional currency is not the U.S. dollar;
• persons holding stock or debt securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
• banks, insurance companies, and other financial institutions;
• REITs or regulated investment companies;
• brokers, dealers or traders in securities;
• “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
• S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);
• tax-exempt organizations or governmental organizations;
• persons subject to special tax accounting rules as a result of any item of gross income with respect to stock or debt securities being taken into account in an applicable
financial statement;
• persons deemed to sell stock or debt securities under the constructive sale provisions of the Code; and
• persons who hold or receive our stock pursuant to the exercise of any employee stock option or otherwise as compensation.
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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY
TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR STOCK OR DEBT SECURITIES ARISING UNDER OTHER U.S.
FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR
UNDER ANY APPLICABLE TAX TREATY.
For purposes of this discussion, a “U.S. holder” is a beneficial owner of stock of the Company or debt securities of the Company or Welltower OP that, for U.S. federal income tax
purposes, is or is treated as:
• an individual who is a citizen or resident of the United States;
• an entity classified as a corporation for U.S. federal income tax purposes and created or organized under the laws of the United States, any state thereof or the District of
Columbia;
• an estate the income of which is subject to U.S. federal income tax regardless of its source; or
• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the
Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our stock or debt securities that is neither a U.S. holder nor an entity treated as a partnership for U.S.
federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds our stock or debt securities, the tax treatment of a partner in the partnership will depend on the status
of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding stock of the Company or debt securities of the
Company or Welltower OP and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
Taxation of Taxable U.S. Holders of Our Stock
Distributions Generally Distributions out of our current or accumulated earnings and profits will be treated as dividends and, other than with respect to capital gain dividends and
certain amounts which have previously been subject to corporate level tax, as discussed below, will be taxable to our taxable U.S. holders as ordinary income when actually or
constructively received. See “Tax Rates” below. As long as we qualify as a REIT, these distributions will not be eligible for the dividends-received deduction in the case of U.S.
holders that are corporations or, except to the extent described in “Tax Rates” below, the preferential rates on qualified dividend income applicable to non-corporate U.S. holders,
including individuals. For purposes of determining whether distributions to holders of our stock are out of our current or accumulated earnings and profits, our earnings and profits
will be allocated first to our outstanding preferred stock, if any, and then to our outstanding common stock.
To the extent that we make distributions on our stock in excess of our current and accumulated earnings and profits allocable to such stock, these distributions will be treated first as
a tax-free return of capital to a U.S. holder to the extent of the U.S. holder’s adjusted tax basis in such shares of stock. This treatment will reduce the U.S. holder’s adjusted tax basis in
such shares of stock by such amount, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s adjusted tax
basis in its shares will be taxable as capital gain. Such gain will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in
October, November, or December of any year and which are payable to a holder of record on a specified date in any of these months will be treated as both paid by us and received by
the holder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year. U.S. holders may not include in their own income tax
returns any of our net operating losses or capital losses.
U.S. holders that receive taxable stock distributions, including distributions partially payable in our common stock and partially payable in cash, would be required to include the
full amount of the distribution (i.e., the cash and the stock portion) as a dividend (subject to limited exceptions) to the extent of our current and accumulated earnings and profits for
U.S. federal income tax purposes, as described above. The amount of any distribution payable in our common stock generally is equal to the amount of cash that could have been
received instead of the common stock. Depending on the circumstances of a U.S. holder, the tax on the distribution may exceed the amount of the distribution received in cash, in
which case such U.S. holder would have to pay the tax using cash from other sources. If a U.S. holder sells the common stock it received in connection with a taxable stock
distribution in order to pay this tax and the proceeds of such sale are less than the amount required to be included in income with respect to the stock portion of the distribution, such
U.S. holder could have a capital loss with respect to the stock sale that could not be used to offset such income. A U.S. holder that receives common stock pursuant to such
distribution generally has a tax basis in such common stock equal to the amount of cash that could have been received instead of such common stock as described above, and has a
holding period in such common stock that begins on the day immediately following the payment date for the distribution.
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Capital Gain Dividends Dividends that we properly designate as capital gain dividends will be taxable to our taxable U.S. holders as a gain from the sale or disposition of a capital
asset held for more than one year, to the extent that such gain does not exceed our actual net capital gain for the taxable year. U.S. holders that are corporations may, however, be
required to treat up to 20% of certain capital gain dividends as ordinary income.
Retention of Net Capital Gains We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gains. If we make this election, we would
pay tax on our retained net capital gains. In addition, to the extent we so elect, our earnings and profits (determined for U.S. federal income tax purposes) would be adjusted
accordingly, and a U.S. holder generally would:
• include its pro rata share of our undistributed capital gain in computing its long-term capital gains in its U.S. federal income tax return for its taxable year in which the last
day of our taxable year falls, subject to certain limitations as to the amount that is includable;
• be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain;
• receive a credit or refund for the amount of tax deemed paid by it; and
• increase the adjusted tax basis of its stock by the difference between the amount of includable gains and the tax deemed to have been paid by it.
In addition, a U.S. holder that is a corporation is required to appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury Regulations.
These Treasury Regulations have not yet been promulgated so the appropriate method for making such adjustment is unclear.
Passive Activity Losses and Investment Interest Limitations Distributions we make and gain arising from the sale or exchange of our stock by a U.S. holder will not be treated as
passive activity income. As a result, U.S. holders generally will not be able to apply any “passive losses” against this income or gain. A U.S. holder generally may elect to treat
capital gain dividends, capital gains from the disposition of our stock and income designated as qualified dividend income, as described in “Tax Rates” below, as investment income
for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount. Other distributions made by us, to the
extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.
Dispositions of Our Stock Except as described below under “Redemption or Repurchase by Us,” if a U.S. holder sells or disposes of shares of our stock, it will recognize gain or
loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other
disposition of the shares and the holder’s adjusted tax basis in the shares. This gain or loss, except as provided below, will be long-term capital gain or loss if the holder has held such
stock for more than one year. However, if a U.S. holder recognizes a loss upon the sale or other disposition of stock that it has held for six months or less, after applying certain
holding period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. holder received distributions from us which were required to be treated as
long-term capital gains. The deductibility of capital losses is subject to limitations.
Redemption or Repurchase by Us A redemption or repurchase of shares of our stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to
the extent of our current and accumulated earnings and profits as described above under “Distributions Generally”) unless the redemption or repurchase satisfies one of the tests set
forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. The redemption or repurchase generally will be treated as a
sale or exchange if it:
• is “substantially disproportionate” with respect to the U.S. holder,
• results in a “complete redemption” of the U.S. holder’s stock interest in us, or
• is “not essentially equivalent to a dividend” with respect to the U.S. holder,
all within the meaning of Section 302(b) of the Code.
In determining whether any of these tests has been met, shares of our stock, including common stock and other equity interests in us, considered to be owned by the U.S. holder by
reason of certain constructive ownership rules set forth in the Code, as well as shares of our stock actually owned by the U.S. holder, generally must be taken into account. Because
the determination as to whether any of the alternative tests of Section 302(b) of the Code will be satisfied with respect to the U.S. holder depends upon the facts and circumstances at
the time that the determination must be made, U.S. holders are advised to consult their tax advisors to determine such tax treatment.
If a redemption or repurchase of shares of our stock is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of
any property received. See “Distributions Generally.” A U.S. holder’s adjusted tax basis in the redeemed or repurchased shares generally will be transferred to the holder’s remaining
shares
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of our stock, if any. If a U.S. holder owns no other shares of our stock, under certain circumstances, such basis may be transferred to a related person or it may be lost entirely.
Prospective investors should consult their tax advisors regarding the U.S. federal income tax consequences of a redemption or repurchase of our stock.
If a redemption or repurchase of shares of our stock is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described under “Dispositions of
Our Stock.”
Tax Rates Currently, the maximum tax rate for non-corporate taxpayers for (1) long-term capital gains, including certain “capital gain dividends,” generally is 20% (although
depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate) and (2)
“qualified dividend income” generally is 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate applicable to qualified dividend income, except to the
extent that certain holding period requirements have been met and the REIT’s dividends are attributable to dividends received from taxable corporations (such as its taxable REIT
subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid tax on in the prior taxable
year). Capital gain dividends will only be eligible for the rates described above to the extent that they are properly designated by us as “capital gain dividends.” As mentioned above,
U.S. holders that are corporations may be required to treat up to 20% of some capital gain dividends as ordinary income. In addition, non-corporate U.S. holders, including
individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years
beginning before January 1, 2026 for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period
requirements and other limitations.
Taxation of Tax-Exempt U.S. Holders of Our Stock
Dividend income from us and gain arising upon a sale of shares of our stock generally should not be unrelated business taxable income (“UBTI”) to a tax-exempt U.S. holder,
except as described below. This income or gain will be UBTI, however, to the extent a tax-exempt U.S. holder holds its shares as “debt-financed property” within the meaning of the
Code. Generally, “debt-financed property” is property the acquisition or holding of which was financed through a borrowing by the tax-exempt holder.
For tax-exempt U.S. holders that are social clubs, voluntary employee benefit associations or supplemental unemployment benefit trusts exempt from U.S. federal income taxation
under Sections 501(c)(7), (c)(9) or (c)(17) of the Code, respectively, income from an investment in our shares will constitute UBTI unless the organization is able to properly claim a
deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its investment in our shares. These prospective investors should
consult their tax advisors concerning these “set aside” and reserve requirements.
Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” may be treated as UBTI as to certain trusts that hold more than 10%, by value, of
the interests in the REIT. A REIT will not be a “pension-held REIT” if it is able to satisfy the “not closely held” requirement without relying on the “look-through” exception with
respect to certain trusts or if such REIT is not “predominantly held” by “qualified trusts.” As a result of restrictions on ownership and transfer of our stock contained in our charter,
we do not expect to be classified as a “pension-held REIT,” and as a result, the tax treatment described above should be inapplicable to our holders. However, because our common
stock is (and, we anticipate, will continue to be) publicly traded, we cannot guarantee that this will always be the case.
Taxation of Non-U.S. Holders of Our Stock
The following discussion addresses the rules governing U.S. federal income taxation of the acquisition, ownership and disposition of our stock by non-U.S. holders. These rules are
complex, and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of U.S. federal income taxation
and does not address other U.S. federal, state, local or non-U.S. tax consequences that may be relevant to a non-U.S. holder in light of its particular circumstances. We urge non-U.S.
holders to consult their tax advisors to determine the impact of U.S. federal, state, local and non-U.S. income and other tax laws and any applicable tax treaty on the acquisition,
ownership and disposition of shares of our stock, including any reporting requirements.
Distributions Generally Distributions (including any taxable stock distributions) that are neither attributable to gains from sales or exchanges by us of United States real property
interests (“USRPIs”) nor designated by us as capital gain dividends (except as described below) will be treated as dividends of ordinary income to the extent that they are made out of
our current or accumulated earnings and profits. Such distributions ordinarily will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty, unless the distributions are treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the
United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are
attributable). Under certain treaties, however, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT. Certain certification and disclosure
requirements must be satisfied for a non-U.S. holder to be exempt from withholding under the effectively connected income exemption. Dividends that are treated as effectively
connected with a U.S. trade or business generally will not be subject to withholding but will be subject to U.S. federal income tax on a net basis in the same manner as dividends paid
to U.S. holders are subject to U.S. federal income tax. Any such
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dividends received by a non-U.S. holder that is a corporation may also be subject to an additional branch profits tax at a 30% rate (applicable after deducting U.S. federal income
taxes paid on such effectively connected income) or such lower rate as may be specified by an applicable income tax treaty.
Except as otherwise provided below, we expect to withhold U.S. federal income tax at the rate of 30% on any distributions made to a non-U.S. holder unless:
(1) a lower treaty rate applies and the non-U.S. holder furnishes an IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) evidencing eligibility for that reduced
treaty rate; or
(2) the non-U.S. holder furnishes an IRS Form W-8ECI (or other applicable documentation) claiming that the distribution is income effectively connected with the non-U.S.
holder’s trade or business.
Distributions in excess of our current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that such distributions do not exceed the adjusted
tax basis of the holder’s stock, but rather will reduce the adjusted tax basis of such stock. To the extent that such distributions exceed the non-U.S. holder’s adjusted tax basis in such
stock, they generally will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. However, such excess distributions may be treated
as dividend income for certain non-U.S. holders. For withholding purposes, we expect to treat all distributions as made out of our current or accumulated earnings and profits.
However, amounts withheld may be refundable if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits,
provided that certain conditions are met.
Capital Gain Dividends and Distributions Attributable to a Sale or Exchange of United States Real Property Interests Distributions to a non-U.S. holder that we properly designate
as capital gain dividends, other than those arising from the disposition of a USRPI, generally should not be subject to U.S. federal income taxation, unless:
(1) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an
applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), in which case the non-U.S.
holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to a branch profits tax of
up to 30%, as discussed above; or
(2) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in
which case the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income
tax treaty), which may be offset by U.S. source capital losses of such non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-
U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
Pursuant to the Foreign Investment in Real Property Tax Act, which is referred to as “FIRPTA,” distributions to a non-U.S. holder that are attributable to gain from sales or
exchanges by us of USRPIs, whether or not designated as capital gain dividends, will cause the non-U.S. holder to be treated as recognizing such gain as income effectively
connected with a U.S. trade or business. Non-U.S. holders generally would be taxed at the regular rates applicable to U.S. holders, subject to any applicable alternative minimum tax
and a special alternative minimum tax in the case of nonresident alien individuals. We also will be required to withhold and to remit to the IRS 21% of any distribution to non-U.S.
holders attributable to gain from sales or exchanges by us of USRPIs. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a non-U.S.
holder that is a corporation. The amount withheld is creditable against the non-U.S. holder’s U.S. federal income tax liability. However, any distribution with respect to any class of
stock that is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market located in the United States is not subject to FIRPTA, and
therefore, not subject to the 21% U.S. withholding tax described above, if the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year
period ending on the date of the distribution. Instead, such distributions generally will be treated as ordinary dividend distributions and subject to withholding in the manner described
above with respect to ordinary dividends. Furthermore, distributions to “qualified foreign pension funds” or entities all of the interests of which are held by “qualified pension funds”
are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.
Retention of Net Capital Gains Although the law is not clear on the matter, it appears that amounts we designate as retained net capital gains in respect of our stock should be
treated with respect to non-U.S. holders as actual distributions of capital gain dividends. Under this approach, the non-U.S. holders may be able to offset as a credit against their U.S.
federal income tax liability their proportionate share of the tax paid by us on such retained net capital gains and to receive from the IRS a refund to the extent their proportionate share
of such tax paid by us exceeds their actual U.S. federal income tax liability. If we were to designate any portion of our net capital gain as retained net capital gain, non-U.S. holders
should consult their tax advisors regarding the taxation of such retained net capital gain.
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Sale of Our Stock Except as described below under “Redemption or Repurchase by Us,” gain realized by a non-U.S. holder upon the sale, exchange or other taxable disposition of
our stock generally will not be subject to U.S. federal income tax unless such stock constitutes a USRPI. In general, stock of a domestic corporation that is a “United States real
property holding corporation,” or USRPHC, will constitute a USRPI. We believe that we are a USRPHC. Our stock will not, however, constitute a USRPI so long as we are a
“domestically controlled qualified investment entity.” A “domestically controlled qualified investment entity” includes a REIT in which at all times during a five-year testing period
less than 50% in value of its stock is held directly or indirectly by non-United States persons, subject to certain rules. For purposes of determining whether a REIT is a “domestically
controlled qualified investment entity,” a person who at all applicable times holds less than 5% of a class of stock that is “regularly traded” is treated as a United States person unless
the REIT has actual knowledge that such person is not a United States person. Because our common stock is (and, we anticipate, will continue to be) publicly traded, no assurance
can be given that we are or will continue to be a “domestically controlled qualified investment entity.”
Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our stock, gain realized from the sale or other taxable
disposition by a non-U.S. holder of such stock would not be subject to U.S. federal income tax under FIRPTA as a sale of a USRPI if:
(1) such class of stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market such as the New York Stock Exchange; and
(2) such non-U.S. holder owned, actually and constructively, 10% or less of such class of stock throughout the shorter of the five-year period ending on the date of the sale or other
taxable disposition or the non-U.S. holder’s holding period.
In addition, dispositions of our stock by “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from
FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.
Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either
(a) the investment in our stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an
applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable), in which case the non-U.S. holder will
be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or
such lower rate as may be specified by an applicable income tax treaty) on such gain, as adjusted for certain items, or (b) the non-U.S. holder is a nonresident alien individual who is
present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the
non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even
though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. In
addition, even if we are a domestically controlled qualified investment entity, upon disposition of our stock, a non-U.S. holder may be treated as having gain from the sale or other
taxable disposition of a USRPI if the non-U.S. holder (1) disposes of such stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for
the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other
shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (1), unless such class of stock is “regularly traded” and the non-U.S.
holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution described in clause (1).
If gain on the sale, exchange or other taxable disposition of our stock were subject to taxation under FIRPTA or otherwise as a result of being effectively connected with the
conduct by the non-U.S. holder of a trade or business within the United States, the non-U.S. holder would be required to file a U.S. federal income tax return and would be subject to
regular U.S. federal income tax with respect to such gain in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative
minimum tax in the case of nonresident alien individuals). In addition, if the sale, exchange or other taxable disposition of our stock were subject to taxation under FIRPTA, and if
shares of the applicable class of our stock were not “regularly traded” on an established securities market, the purchaser of such stock generally would be required to withhold and
remit to the IRS 15% of the purchase price.
Redemption or Repurchase by Us A redemption or repurchase of shares of our stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to
the extent of our current and accumulated earnings and profits) unless the redemption or repurchase satisfies one of the tests set forth in Section 302(b) of the Code and is therefore
treated as a sale or exchange of the redeemed or repurchased shares. See “Redemption or Repurchase by Us” under “Taxation of Taxable U.S. Holders of Our Stock” above. Qualified
shareholders and their owners may be subject to different rules, and should consult their tax advisors regarding the application of such rules. If the redemption or repurchase of shares
is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “Distributions Generally”
above. If the redemption or repurchase of shares is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described above under “- Sale of Our
Stock.”
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Taxation of Holders of Debt Securities of the Company or Welltower OP
The following summary describes the material U.S. federal income tax consequences of acquiring, owning and disposing of debt securities of the Company or Welltower OP. This
discussion assumes the debt securities will be issued with less than a statutory de minimis amount of original issue discount for U.S. federal income tax purposes. In addition, this
discussion is limited to persons purchasing the debt securities for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first
price at which a substantial amount of the debt securities is sold to the public for cash).
U.S. Holders
Payments of Interest. Interest on a debt security generally will be taxable to a U.S. holder as ordinary income at the time such interest is received or accrued, in accordance with
such U.S. holder’s method of accounting for U.S. federal income tax purposes.
Sale or Other Taxable Disposition A U.S. holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a debt security. The
amount of such gain or loss generally will be equal to the difference between the amount received for the debt security in cash or other property valued at fair market value (less
amounts attributable to any accrued but unpaid interest, which will be taxable as interest to the extent not previously included in income) and the U.S. holder’s adjusted tax basis in
the debt security. A U.S. holder’s adjusted tax basis in a debt security generally will be equal to the amount the U.S. holder paid for the debt security. Any gain or loss generally will
be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held the debt security for more than one year at the time of such sale or other taxable
disposition. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals,
generally will be taxable at reduced rates. The deductibility of capital losses is subject to limitations.
Non-U.S. Holders
Payments of Interest. Interest paid on a debt security to a non-U.S. holder that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the
United States generally will not be subject to U.S. federal income tax or withholding, provided that:
• the non-U.S. holder does not, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock or 10% or more of the profits
or capital in Welltower OP;
• the non-U.S. holder is not a controlled foreign corporation related to us through actual or constructive stock ownership; and
• either (1) the non-U.S. holder certifies in a statement provided to the applicable withholding agent under penalties of perjury that it is not a United States person and provides
its name and address; (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business
and holds the debt security on behalf of the non-U.S. holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between
it and the non-U.S. holder, has received from the non-U.S. holder a statement under penalties of perjury that such holder is not a United States person and provides the
applicable withholding agent with a copy of such statement; or (3) the non-U.S. holder holds its debt security directly through a “qualified intermediary” (within the meaning
of the applicable Treasury Regulations) and certain conditions are satisfied.
If a non-U.S. holder does not satisfy the requirements above, such non-U.S. holder will be subject to withholding tax of 30%, subject to a reduction in or an exemption from
withholding on such interest as a result of an applicable tax treaty. To claim such entitlement, the non-U.S. holder must provide the applicable withholding agent with a properly
executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under the benefit of an income tax treaty
between the United States and the country in which the non-U.S. holder resides or is established.
If interest paid to a non-U.S. holder is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable
income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such interest is attributable), the non-U.S. holder will be exempt from the
U.S. federal withholding tax described above. To claim the exemption, the non-U.S. holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that
interest paid on a debt security is not subject to withholding tax because it is effectively connected with the conduct by the non-U.S. holder of a trade or business within the United
States.
Any such effectively connected interest generally will be subject to U.S. federal income tax at the regular rates. A non-U.S. holder that is a corporation may also be subject to a
branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected interest, as adjusted for certain items.
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The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and must be updated periodically. Non-U.S. holders that do
not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of
any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits
under any applicable income tax treaty.
Sale or Other Taxable Disposition A non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, redemption, retirement or other
taxable disposition of a debt security (such amount excludes any amount allocable to accrued and unpaid interest, which generally will be treated as interest and may be subject to the
rules discussed above in “Payments of Interest”) unless:
• the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the
non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable); or
• the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other
requirements are met.
Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A non-U.S. holder that is a corporation
also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain
items.
A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax
treaty) on gain realized upon the sale or other taxable disposition of a debt security, which may be offset by U.S. source capital losses of the non-U.S. holder (even though the
individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.
Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.
Information Reporting and Backup Withholding
U.S. Holders A U.S. holder may be subject to information reporting and backup withholding when such holder receives payments on stock of the Company or debt securities of the
Company or Welltower OP or proceeds from the sale or other taxable disposition of such stock or debt securities (including a redemption or retirement of a debt security). Certain
U.S. holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. holder will be subject to backup withholding if such holder is
not otherwise exempt and:
• the holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;
• the holder furnishes an incorrect taxpayer identification number;
• the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or
• the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the
holder is subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal
income tax liability, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption
from backup withholding and the procedures for obtaining such an exemption.
Non-U.S. Holders Payments of dividends on stock of the Company or interest on debt securities of the Company or Welltower OP generally will not be subject to backup
withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-
U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed
with the IRS in connection with any distributions on stock of the Company or interest on debt securities of the Company or Welltower OP paid to the non-U.S. holder, regardless of
whether such distributions constitute a dividend or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of such stock or debt securities
(including a retirement or redemption of a debt security) within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup
withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such
holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of such stock or debt securities conducted through a non-U.S. office of a
non-U.S. broker generally will not be subject to backup withholding or information reporting.
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Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in
which the non-U.S. holder resides or is established.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S.
federal income tax liability, provided the required information is timely furnished to the IRS.
Medicare Contribution Tax on Unearned Income
Certain U.S. holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, dividends on stock, interest on debt obligations, and
capital gains from the sale or other disposition of stock or debt obligations, subject to certain limitations. U.S. holders should consult their tax advisors regarding the effect, if any, of
these rules on their ownership and disposition of our stock or debt securities.
Additional Withholding Tax on Payments Made to Non-U.S. Accounts
Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on
certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on stock of
the Company, interest on debt securities of the Company or Welltower OP, in each case paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in
the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any
“substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution
or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting
requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held
by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and
withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an
intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on stock of the Company or interest
on debt securities of the Company or Welltower OP. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of
stock or debt securities on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may
rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Because we may not know the extent to which a distribution is a dividend for U.S. federal
income tax purposes at the time it is made, for purposes of these withholding rules we may treat the entire distribution as a dividend.
Non-U.S. holders should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in stock of the Company or debt securities
of the Company or Welltower OP.
Other Tax Consequences
State, local and non-U.S. income tax laws may differ substantially from the corresponding U.S. federal income tax laws, and this discussion does not purport to describe any aspect
of the tax laws of any state, local or non-U.S. jurisdiction, or any U.S. federal tax other than income tax. You should consult your tax advisor regarding the effect of state, local and
non-U.S. tax laws with respect to our tax treatment as a REIT and on an investment in our stock or debt securities.
In addition, the tax laws and regulations in non-U.S. jurisdictions may impose costs and expenses on the Company, its subsidiaries, and assets and investments of the Company
held in non-U.S. jurisdictions (including the costs of compliance with and filings under applicable laws, rules and regulations). The Company has substantial assets, and will likely be
subject to tax, reporting, legal, regulatory, and other obligations, in the U.K. and Canada. The treatment of an entity for U.S. federal income tax purposes may not be determinative of
its treatment for certain state, local, or non-U.S. tax purposes.
Tax Aspects of Our Investments in Welltower OP and Subsidiary Partnerships
The following discussion summarizes certain U.S. federal income tax considerations applicable to our direct or indirect investments in subsidiary partnerships (including Welltower
OP).
Classification as Partnerships We are required to include in our income our distributive share of Welltower OP’s and Subsidiary Partnerships’ income and are entitled to deduct
our distributive share of Welltower OP’s and Subsidiary Partnerships’ losses only if the applicable partnership is classified for U.S. federal income tax purposes as a partnership rather
than as a corporation or association taxable as a corporation. An organization will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it
(1) is treated as a partnership under Treasury regulations relating to entity classification (the “check-the-box regulations”) and (2) is not a “publicly traded partnership” taxable as a
corporation.
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Under the check-the-box regulations, an unincorporated entity with at least two members may elect to be classified either as an association taxable as a corporation or as a
partnership. Generally, if such an entity fails to make an election, it generally will be treated as a partnership for U.S. federal income tax purposes. We believe that Welltower OP is
classified as a partnership for U.S. federal income tax purposes.
A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial
equivalent thereof). While interests in Welltower OP and Subsidiary Partnerships will not be traded on an established securities market, they could possibly be deemed to be traded
on a secondary market or its equivalent due to the redemption rights enabling the limited members to dispose of their interests. A publicly traded partnership will not, however, be
treated as a corporation for any taxable year if 90% or more of the partnership’s gross income for such year consists of certain passive-type income, including (as may be relevant
here) real property rents, gains from the sale or other disposition of real property, interest, and dividends (the “90% Passive Income Exception”). The income requirements applicable
to us in order for us to qualify as a REIT under the Code and the definition of qualifying income under the Passive Income Exception are very similar. Although differences exist
between these two income tests, we do not believe that these differences would cause Welltower OP or Subsidiary Partnerships not to satisfy the 90% Passive Income Exception
applicable to publicly traded partnerships.
If for any reason Welltower OP or a Subsidiary Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, our ability to qualify as
a REIT could be jeopardized. See “Income Tests” and “Asset Tests.” In addition, any change in Welltower OP’s or a Subsidiary Partnership’s status for tax purposes might be treated
as a taxable event, in which case we might incur tax liability without any related cash distribution. See “Annual Distribution Requirements.” Further, items of income and deduction
of Welltower OP or a Subsidiary Partnership would not pass through to its members, and its members would be treated as shareholders for tax purposes. Consequently, Welltower
OP or a Subsidiary Partnership would be required to pay income tax at corporate tax rates on its net income, and distributions to its members would constitute dividends that would
not be deductible in computing such Welltower OP’s or Subsidiary Partnership’s taxable income.
Members, Not Partnership, Subject to Tax Except as discussed below in “Revised Partnership Audit Rules,” a partnership itself is not a taxable entity for U.S. federal income tax
purposes. Rather, we are required to take into account our allocable share of each partnership’s income, gains, losses, deductions and credits for any taxable year of the partnership
ending during our taxable year, without regard to whether we have received or will receive any distribution from such partnership.
Partnership Allocations Although a partnership agreement generally will determine the allocation of income and losses among partners, such allocations will be disregarded for tax
purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury regulations promulgated thereunder. If an allocation is not recognized for U.S.
federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership, which will be determined by considering
all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Welltower OP’s and each Subsidiary Partnerships’ allocations of
taxable income, gain and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations promulgated thereunder.
Tax Allocations with Respect to Certain Properties Pursuant to Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that
is contributed to a partnership in exchange for an interest in the partnership must be allocated in a manner such that the contributing partner is charged with, or benefits from,
respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of such unrealized gain or unrealized loss is generally
equal to the difference between the fair market value of contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution (a
“Book-Tax Difference”). Such allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among
the partners. Welltower OP’s partnership agreement requires such allocations to be made in a manner permitted under Section 704(c) of the Code.
In general, the members who contribute property to Welltower OP will be allocated depreciation deductions for tax purposes which are lower than such deductions would be if
determined on a pro rata basis. In addition, in the event of the disposition of any of the contributed assets (including our properties) which have a Book-Tax Difference, all gain or
loss attributable to such Book-Tax Difference (to the extent not previously taken into account) will generally be allocated to the contributing members, including us, and other
members will generally be allocated only their share of income attributable to gain or loss, if any, occurring after such contribution. This will tend to eliminate the Book-Tax
Difference over the life of Welltower OP. However, the special allocation rules of Section 704(c) do not always entirely eliminate the Book-Tax Difference on an annual basis or with
respect to a specific taxable transaction such as a sale. Thus, the carryover basis of the contributed assets in the hands of Welltower OP may cause us to be allocated lower
depreciation and other deductions, and possibly an amount of taxable gain in the event of a sale of such contributed assets in excess of the economic or book income allocated to us as
a result of such sale.
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A Book-Tax Difference may also arise as a result of the revaluation of property owned by a partnership in connection with certain types of transactions, including in connection
with certain non-pro rata contributions of assets to, or distributions of assets by, Welltower OP in exchange for, or in redemption of, interests in Welltower OP. In the event of such a
revaluation, the members (including us) who were members in the partnership immediately prior to the revaluation will be required to take any Book-Tax Difference created as a
result of such revaluation into account in substantially the same manner as under the Section 704(c) rules discussed above. This would result in us being allocated income, gain, loss
and deduction for tax purposes in amounts different than the economic or book income allocated to us by the partnership.
The application of Section 704(c) to Welltower OP may cause us to recognize taxable income in excess of cash proceeds, which might adversely affect our ability to comply with
the REIT distribution requirements. See “Annual Distribution Requirements.” The foregoing principles also apply in determining our earnings and profits for purposes of determining
the portion of distributions taxable as dividend income. The application of these rules over time may result in a higher portion of distributions being taxed as dividends than would
have occurred had we purchased the contributed or revalued assets at their agreed values.
The IRS has issued regulations requiring partnerships to use a “reasonable method” for allocating items affected by Section 704(c) of the Code and outlining several reasonable
allocation methods. We have the discretion to determine which of the methods of accounting for Book-Tax Differences (specifically approved in the Treasury regulations) will be
elected with respect to any properties contributed to or revalued by Welltower OP. We have not determined which method of accounting for Book-Tax Differences will be elected for
properties contributed to or revalued by Welltower OP in the future.
Basis in Partnership Interest Our adjusted tax basis in a partnership interest generally is equal to:
• the amount of cash and the adjusted tax basis of any other property contributed (or deemed contributed) by us to the partnership,
• increased by our allocable share of the partnership’s income, and
• reduced, but not below zero, by
◦ our allocable share of the partnership’s loss, and
◦ the amount of cash and the basis of any property distributed (or deemed distributed) to us.
If the allocation of our distributive share of the partnership’s loss would reduce the adjusted tax basis of our partnership interest in the partnership below zero, the recognition of
such loss will be deferred until such time as the recognition of such loss would not reduce our adjusted tax basis below zero. To the extent that the partnership’s distributions
(including deemed distributions) would reduce our adjusted tax basis below zero, such distributions would constitute taxable gain to us, which could be treated as ordinary income or
long-term or short-term capital gain.
Partnership Audit Rules A partnership (and not its partners) must pay any “imputed underpayments,” consisting of delinquent taxes, interest, and penalties deemed to arise out of
an audit of the partnership, unless certain alternative methods are available and the partnership elects to utilize them. The IRS has issued regulations providing details on many of
these provisions, but it is still not entirely clear how all of these rules will be implemented. Accordingly, it is possible that in the future, we and/or any partnership in which we are a
partner could be subject to, or otherwise bear the economic burden of, U.S. federal income tax, interest, and penalties resulting from a U.S. federal income tax audit.
Internet Access to Our SEC Filings
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as our proxy statements and other
materials that are filed with, or furnished to, the Securities and Exchange Commission (“SEC”) are made available, free of charge, on the Internet at www.welltower.com/investors, as
soon as reasonably practicable after they are filed with, or furnished to, the SEC. We routinely post important information on our website at www.welltower.com in the “Investors”
section, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for
complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should
monitor such portion of our website in addition to following our press releases, public conference calls, and filings with the SEC. The information on our website is not incorporated
by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements,” within the meaning of the Private
Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar
expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to,
those relating to our opportunities to acquire, develop or sell properties; our ability to close our
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anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and
properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities and plans; our continued
qualification as a REIT; and our ability to access capital markets or other sources of funds.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations
discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to:
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status of the economy;
the status of capital markets, including availability and cost of capital;
issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive
settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance;
changes in financing terms;
competition within the health care and seniors housing industries;
negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans;
our ability to transition or sell properties with profitable results;
the failure to make new investments or acquisitions as and when anticipated;
natural disasters, health emergencies (such as the COVID-19 pandemic) and other acts of God affecting our properties;
our ability to re-lease space at similar rates as vacancies occur;
our ability to timely reinvest sale proceeds at similar rates to assets sold;
operator/tenant or joint venture partner bankruptcies or insolvencies;
the cooperation of joint venture partners;
government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements;
liability or contract claims by or against operators/tenants;
unanticipated difficulties and/or expenditures relating to future investments or acquisitions;
environmental laws affecting our properties;
changes in rules or practices governing our financial reporting;
the movement of U.S. and foreign currency exchange rates;
our ability to maintain our qualification as a REIT;
key management personnel recruitment and retention; and
the risks described under “Item 1A — Risk Factors.”
We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
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Item 1A. Risk Factors
Risk Factor Summary
The following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors section
below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business.
The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
Risks Arising from Our Business:
Our business model and the operations of our business involve risks, including those related to:
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investments in and acquisitions of health care and seniors housing properties;
unknown liability exposure related to acquired properties;
competition for acquisitions may result in increased prices;
our joint venture partners;
Seniors Housing Operating properties operational risks;
our ability to terminate our management agreements with Seniors Housing Operating managers;
operational and legal risks with respect to our properties managed in RIDEA structures;
the ability of operators and tenants to make payments to us;
the impacts of severe cold and flu seasons or other widespread illnesses on occupancy;
the insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors;
our ability to timely reinvest our sale proceeds on terms acceptable to us;
any adverse developments in the business or financial condition of Sunrise and Integra;
any failure, inability or unwillingness by Integra to satisfy obligations under their agreements with us;
ownership of property outside the U.S.;
our ability to lease or sell properties on favorable terms;
tenant, operator and manager insurance coverage;
loss of properties owned through ground leases upon breach or termination of the ground leases;
requirements of, or changes to governmental reimbursement programs, such as Medicare, Medicaid or government funding;
controls imposed on certain of our tenants who provide health care services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions
and length of stay;
our operators’ or tenants’ failure to comply with federal, state, province, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards;
development, redevelopment and construction;
bank failures or other events affecting financial institutions;
losses caused by severe weather conditions, natural disasters or the physical effects of climate change;
costs incurred to remediate environmental contamination at our properties;
our reliance on data and technology systems and the increasing risks of cybersecurity incidents;
evolving privacy regulations;
ESG-related commitments and expectations;
our dependence on key personnel; and
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Risks Arising from Our Capital Structure
Our capital structure involves exposure to risks, including those related to:
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the availability of cash for distributions to stockholders;
covenants in our debt agreements;
limitations on our ability to access capital;
any downgrades in our credit ratings; and
increases in interest rates.
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Risks Arising from Our Status as a REIT
As a result of our status as a REIT, we are exposed to risks, including those related to:
our ability to remain qualified as a REIT;
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the ability of our subsidiaries to qualify as a REIT;
the impact of tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal
income tax purposes;
the impact of the 90% annual distribution requirement on our liquidity and ability to engage in otherwise beneficial transactions;
our limited ability to use taxable REIT subsidiaries under the Code;
special requirements applicable to the lease of qualified health care properties to a taxable REIT subsidiary;
the tax imposed on any net income from "prohibited transactions";
tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true leases";
changes in our tax rate or exposure to additional tax liabilities; and
the impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022.
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Risks Factors
This section highlights significant factors, events and uncertainties that could create risk with an investment in our securities. The events and consequences discussed in these risk
factors could, in circumstances we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, growth, reputation, prospects, financial
condition, operating results, cash flows, liquidity, ability to pay dividends and stock price. These risk factors do not identify all risks that we face: our operations could also be
affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. We group these risk
factors into three categories:
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Risks arising from our business;
Risks arising from our capital structure; and
Risks arising from our status as a REIT.
Risks Arising from Our Business
Our investments in and acquisitions of health care and seniors housing properties may be unsuccessful or fail to meet our expectations
Some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent
liabilities, and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business. If we agree to provide construction
funding to an operator/tenant and the project is not completed, we may need to take steps to ensure completion of the project. Such expenditures may negatively affect our results of
operations. Investments in and acquisitions of seniors housing and health care properties entail risks associated with real estate investments generally, including risks that the
investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to
meet performance expectations. Furthermore, there can be no assurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions,
will be consummated in accordance with anticipated timing, on anticipated terms, or at all. We may be unable to obtain or assume financing for acquisitions on favorable terms or at
all. Health care properties are often highly customizable, and the development or redevelopment of such properties may require costly tenant-specific improvements. The actual costs
of development or redevelopment may be greater than our estimates. We have experienced delays and disruptions to property redevelopment as a result of supply chain issues and
construction material and labor shortages and may experience additional or more significant such delays in the future. We also may be unable to quickly and efficiently integrate new
acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial
condition. Acquired properties may be located in new markets, either within or outside the United States, where we may face risks associated with a lack of market knowledge or
understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and
permitting procedures. 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. As a result, we cannot assure you that we will achieve the economic benefit we expect from acquisitions, investment, development and
redevelopment opportunities and may lead to impairment of such assets.
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Acquired properties may expose us to unknown liability
We may acquire properties or invest in joint ventures that own properties subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or
other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial
sums to settle or contest it, which could adversely affect our results of operations and cash flow. Unknown liabilities with respect to acquired properties might include: liabilities for
clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties, liabilities incurred in the ordinary
course of business and claims for indemnification by general partners, directors and others indemnified by the former owners of the properties.
Competition for acquisitions may result in increased prices for properties
In order to maintain current revenues and continue generating attractive returns, we seek to reinvest cash available from the proceeds of sales of our securities, principal payments
on our loans receivable or the sale of properties, including non-elective dispositions in a timely manner. We face competition for acquisition opportunities from other well-capitalized
investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds,
pension trusts, partnerships and individual investors. In addition, limited development during the COVID-19 pandemic has reduced the number of new properties becoming available.
This competition may adversely affect us by subjecting us to the following risks: we may be unable to acquire a desired property because of competition from other well-capitalized
real estate investors and, even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price.
Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure to meet their
obligations, and disputes between us and our partners
We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities. Joint venture investments involve risks that may not
be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet
its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any time have economic or other business interests or
goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to
resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; that our partner may be in a position to take action or withhold consent
contrary to our instructions or requests; and that our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to
our REIT status. In some instances, we and/or our partner may have the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest,
acquire our partner’s interest or sell the underlying asset at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest may be
limited if we do not have sufficient cash, available borrowing capacity or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we
would otherwise prefer to retain it. On the other hand, our ability to transfer our interest in a joint venture to a third party may be restricted and the market for our interest may be
limited and/or valued lower than fair market value. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the
properties in the joint ventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition or financing of a
property.
We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business, results of
operations and financial condition
We have entered into various joint ventures that were structured under the provisions of RIDEA, which permits REITs to own or partially own “qualified health care properties” in
a structure through which we can participate directly in the cash flow of the properties’ operations (as compared to receiving only contractual rent payments) in compliance with REIT
requirements. A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted
living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients.
Under a RIDEA structure, we are required to rely on our operator to manage and operate the property, including complying with laws and providing resident care. However, as the
owner of the property under a RIDEA structure, we are responsible for operational and legal risks and liabilities of the property, including, those relating to employment matters of
our operators, compliance with health care fraud and abuse and other laws, governmental reimbursement matters, 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., 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 Medicaid), administrative sanctions and civil monetary penalties. Although we have some general oversight approval rights and the right to review
operational and financial reporting information, our operators are
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ultimately in control of the day-to-day business of the property, including clinical decision-making, and we rely on them to operate the properties in a manner that complies with
applicable law.
We are exposed to operational risks with respect to our Seniors Housing Operating properties that could adversely affect our revenue and operations
We are exposed to various operational risks with respect to our Seniors Housing Operating properties that may increase our costs or adversely affect our ability to generate
revenues. These risks include fluctuations in occupancy experienced during the normal course of business, Medicare and Medicaid reimbursement, if applicable, and private pay rates;
economic conditions; the availability and increases in the cost of labor (as a result of unionization or otherwise); competition; federal, state, local, and industry-regulated licensure,
certification and inspection laws, regulations, and standards; the availability and increases in cost of general and professional liability insurance coverage; increases in property taxes;
state regulation and rights of residents related to entrance fees; and federal and state housing laws and regulations. Any one or a combination of these factors may adversely affect our
revenue and operations and could eventually lead to impairment of our properties.
We have rights to terminate our management agreements with operators, in whole or with respect to specific properties under certain circumstances, and we may be unable to
replace operators if our management agreements are terminated or not renewed
We are party to long-term management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management,
accounting and other services with respect to our Seniors Housing Operating properties. We have the ability to terminate any of our management agreements upon the occurrence of
certain events such as insolvency relating to such manager, and in some cases, upon the failure to meet specific NOI targets without curing (to the extent there is an ability to cure). 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.
We regularly monitor and review our rights and remedies under our management agreements. When determining if we will take significant action under those agreements,
including terminating a manager, we consider numerous legal, contractual, regulatory, business and other relevant factors. In exercising our rights to terminate or not renew a
management agreement, we would work with our existing seniors housing operators or potentially new operators to manage the properties; however, there is no assurance that we
would be able to timely source a replacement or that any replacement manager would be effective. Any transition to a new manager would most likely require regulatory approval
and potentially the approval of the holders of any liens on the property. The failure to replace on a timely basis, as well as the failure to receive these approvals, either at all or in a
timely manner, could have an adverse effect on the properties and our revenue.
Decreases in our operators’ or tenants' revenues or increases in our operators’ or tenants' expenses, including as a result of increased labor costs, could affect their ability to
make payments to us
We have very limited control over the success or failure of our operators' or tenants' businesses and, at any time, an operator or tenant may experience a downturn in their business
that weakens their financial condition. Our operators’ and tenants' revenues are primarily driven by occupancy, private pay rates, and Medicare and Medicaid reimbursement, if
applicable. Expenses are primarily driven by the costs of labor, supplies, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have, and
may continue to, come under pressure due to reimbursement cuts and state budget shortfalls. Operating and borrowing costs have increased, and are expected to continue to increase,
for our operators and tenants. In particular, our operators' and tenants' businesses have experienced increases in labor costs resulting from shortages of medical and non-medical staff.
A number of factors have adversely affected the labor force available to our operators and tenants or labor costs, including increased industry competition, high employment levels,
increased wages offered by other employers, and government regulations. In many geographic areas the scarcity of specialized medical personnel, experienced senior care
professionals and other workers has been a significant operating issue affecting a wide range of healthcare providers and senior care and housing facilities. Such shortages have and
may continue to impact the operations of our operators and tenants, resulting in increased labor and operating costs. Continued labor shortages or cost inflation may impact our
operators' and tenants' abilities to comply with minimum staffing requirements under applicable federal and state regulations. Failure to comply with these requirements can, among
other things, jeopardize a facility's compliance with the conditions of participation under relevant state and federal healthcare programs. In addition, if a facility is determined to be
out of compliance with these requirements, it may be subject to fines and other regulatory penalties, including the suspension of patient admissions, the termination of Medicaid
participation or the suspension or revocation of licenses.
To the extent that any decrease in revenues and/or any increase in operating expenses result in an operator or tenant not generating enough cash to make payments to us, the credit
of our operator or tenant and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, we may need to record an impairment for
such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Any such impairment or loss on sale would negatively affect our
financial results. These risks are magnified where we lease multiple properties to a single operator or tenant under a master lease, as a failure or default under a master lease would
expose us to these risks across multiple properties. Although our lease agreements give us the right to exercise certain remedies in the event of default on the obligations owing to us,
we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.
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Increased competition and oversupply may affect our operators’ and managers' ability to meet their obligations to us
The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other health care providers that provide
comparable services for residents and patients, including on the basis of the scope and quality of care and services provided, reputation and financial condition, physical appearance
of the properties, price, and location. In addition, in light of labor shortages for medical and non-medical workers in many geographic areas, our operators and tenants increasingly
compete to attract qualified and experienced employees. Our operators and managers are expected to encounter increased competition in the future that could limit their ability to
attract residents and employees or expand their businesses. In addition, we expect that there will continue to be a more than adequate inventory of seniors housing facilities. We
cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that meet our expected yields and fulfill their obligations to
us. If our operators and managers cannot compete effectively or if there is an oversupply of facilities, their financial performance could have a material adverse effect on our financial
results.
A severe cold and flu season, epidemics or any other widespread illnesses could adversely affect the occupancy of our Seniors Housing Operating and Triple-net properties
Our business and operations are exposed to risks from COVID-19, severe cold and flu seasons or the occurrence of other 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 epidemics, pandemics, widespread illness or public health crises. Such a decrease would affect the operating
income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make payments to us. As we experienced during the COVID-19 pandemic, a future
flu or other pandemic could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for residents or see a reduction in
occupancy, and adversely affect their ability to meet their obligations to us, which would have a material adverse effect on our financial results.
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.
The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition
We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us,
which may result in a tenant, operator, borrower, manager or other obligor bankruptcy or insolvency, or that a tenant, operator, borrower, manager or other obligor might become
subject to bankruptcy or insolvency proceedings for other reasons. Although our operating lease agreements provide us with the right to evict a tenant, demand immediate payment of
rent and exercise other remedies, and our loans provide us with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose
on the collateral and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. A tenant, operator,
borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to
receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies. In addition, if a lease is rejected in a tenant bankruptcy, our claim against the
tenant may be limited by applicable provisions of the bankruptcy law. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of
an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet
the property to another tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transition a leased
property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Publicity about the operator's financial condition and
insolvency proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Should such events occur, our revenue and operating cash
flow may be adversely affected.
The properties managed by Sunrise 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, 2023, Sunrise managed 88 of our Seniors Housing Operating properties. These properties account for a significant portion of our revenues and net operating
income. Under our management agreements, we rely on Sunrise’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment
to manage
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our Seniors Housing Operating properties efficiently and effectively. We also rely on Sunrise to set appropriate resident fees, to provide accurate property-level financial results for
our properties in a timely manner and to otherwise operate them in compliance with the terms of our management agreements and all applicable laws and regulations. Any adverse
developments in Sunrise’s business or financial condition could impair its ability to manage our properties efficiently and effectively, which could adversely affect our business,
results of operations, and financial condition. For example, we depend on Sunrise’s ability to attract and retain skilled management personnel who are responsible for the day-to-day
operations of our Seniors Housing Operating properties. A shortage of nurses or other trained personnel or general inflationary pressures may force Sunrise to enhance its pay and
benefits packages to compete effectively for such personnel, but it may not be able to offset these added costs by increasing the rates charged to residents. Any increase in labor costs
and other property operating expenses, any failure by Sunrise to attract and retain qualified personnel, or significant changes in Sunrise’s senior management or equity ownership
could adversely affect the income we receive from our Seniors Housing Operating properties and have a material adverse effect on us. Also, if Sunrise experiences any significant
financial, legal, accounting or regulatory difficulties, such difficulties could result in, among other things, acceleration of its indebtedness, impairment of its continued access to
capital or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, which, in turn, could adversely affect our business, results of operations and
financial condition. If we determine to sell or transition properties currently managed by Sunrise, we may experience operational challenges and/or significantly declining financial
performance for those properties.
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.
Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations
We have operations in the U.K. and Canada which represent 9.1% and 7.7% of total Welltower revenues, respectively. International development, ownership, and operating
activities involve risks that are different from those we face with respect to our domestic properties and operations. These risks include, but are not limited to, any international
currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to
satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact from international trade disputes
and the associated impact on our tenants' supply chain and consumer spending levels; changes in foreign political, regulatory, and economic conditions (regionally, nationally and
locally) including, challenges in managing international operations; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real
estate, corporate governance, operations, taxes, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign
countries; local businesses and cultural factors that differ from our usual standards and practices; differences in lending practices and the willingness of domestic or foreign 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, 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.
If our tenants do not renew their existing leases, or if we are required to sell properties for liquidity reasons, we may be unable to lease or sell the properties on favorable terms,
or at all
We cannot predict whether our tenants will renew existing leases at the end of their lease terms, which expire at various times. If these leases are not renewed, we would be
required to find other tenants to occupy those properties, or sell them. There can be no assurance that we would be able to identify suitable replacement tenants or enter into leases
with new tenants on terms as favorable to us as the current leases or that we would be able to lease those properties at all. Our competitors may offer
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space at rental rates below current market rates or below the rental rates we currently charge our customers, we may lose potential customers, and we may be pressured to reduce our
rental rates below those we currently charge to retain customers when leases expire. In addition, our ability to reposition our properties with a suitable replacement tenant or operator
could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by the Medicare and Medicaid change-of-ownership rules, and we could incur
substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings. Even if tenants decide to renew or lease new space, the terms of
renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms.
Real estate investments are relatively illiquid and most of the property we own is highly customized for specific uses. Our ability to quickly sell or exchange any of our properties in
response to changes in operator, economic and other conditions will be limited. Although our properties are less affected by the commercial real estate market trends, this limitation
could be exacerbated by the current decline of commercial real estate as a result of high interest rates, inflation and declining property values across sectors. No assurances can be
given that we will recognize full value for any property that we are required to sell. Our inability to respond rapidly to changes in the performance of our investments could adversely
affect our financial condition and results of operations. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors
housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms
acceptable to us.
Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses
We maintain or require our tenants, operators and managers to maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and
deductibles that we believe are customary for similarly situated companies in our industry and we frequently review our insurance programs and requirements. Our tenants, operators
and managers may not be able to maintain adequate levels of insurance and required coverages. Also, we may not be able to require the same levels of insurance coverage under our
lease, management and other agreements, which could adversely affect us in the event of a significant uninsured loss. We cannot make any guarantee as to the future financial
viability of the insurers that underwrite our policies and the policies maintained by our tenants, operators and managers. Insurance may not be available at a reasonable cost in the
future or policies may not be maintained at a level that will fully cover all losses on our properties upon the occurrence of a catastrophic event. This may be especially the case due to
increases in property insurance costs. In addition, in recent years, long-term/post-acute care and seniors housing operators and managers have experienced substantial increases in
both the number and size of patient care liability claims. As a result, general and professional liability costs have increased in some markets. Finally, our use, and the usage by some
of our tenants, operators and managers of self-insurance and/or use of a wholly owned captive insurance company, if not adequately funded, could have a material adverse effect on
our liquidity and that of our tenants, operators and managers.
Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases
We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and we may acquire additional properties
in the future through the purchase of interests in ground leases. Many of these ground leases impose significant limitations on our uses of the subject properties, restrict our ability to
sell or otherwise transfer our interests in the properties or restrict the leasing of the properties. These restrictions may limit our ability to timely sell or exchange the properties, impair
the properties’ value or negatively impact our ability to find suitable tenants for the properties. As the lessee under a ground lease, we are exposed to the possibility of losing the
property upon termination of the ground lease or an earlier breach of the ground lease by us.
The requirements of, or changes to, governmental reimbursement programs, such as Medicare, Medicaid or government funding, could have a material adverse effect on our
obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us
Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator/tenant receives a significant portion of its revenues from government
payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-
offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries or carriers, change-of-ownership rules, government funding
restrictions (at a program level or with respect to specific facilities), any lapse in Congressional funding of the Centers for Medicare and Medicaid Services and interruption or delays
in payments due to any ongoing government investigations and audits at such property. Federal and state authorities may continue seeking to implement new or modified
reimbursement methodologies that may negatively impact health care property operations. See “Item 1 - Business - Certain Government Regulations - United States -
Reimbursement” above for additional information. Health care reimbursement will likely continue to be of paramount importance to federal and state authorities. We cannot make any
assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors and properties. There can be no assurance that
adequate reimbursement levels will be available for services provided by any property operator, whether the property receives reimbursement from Medicare, Medicaid or private
payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an obligor’s liquidity, financial condition
and results of operations, which could adversely affect the ability of an obligor to meet its
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obligations to us. In addition, if a partial or total federal government shutdown were to occur for a prolonged period of time, federal government payment obligations, including its
obligations under Medicaid and Medicare, may be delayed. Similarly, if state government shutdowns were to occur, state payment obligations may be delayed. If the federal or state
governments fail to make payments under these programs on a timely basis, our business could suffer, and our financial position, results of operations or cash flows may be materially
affected.
Since January 1, 2014, the Health Reform Laws have provided those states that expand their Medicaid coverage to otherwise ineligible state residents with incomes at or below
138% of the federal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met. The federal government
substantially funds the Medicaid expansion and as of December 2023, the number of states implementing expansion has grown to more than 80% of all states. The participation by
states in the Medicaid expansion could have the dual effect of increasing our tenants’ revenues, through new patients, but further straining state budgets and their ability to pay our
tenants.
Health reform measures could be implemented as a result of political, legislative, regulatory, and administrative developments and judicial proceedings. Further the impact that the
recent change of control of the House and future changes in the federal government may have on health reform (including through new legislative, executive or regulatory efforts)
remains uncertain, and any changes will likely take time to unfold and could have an impact on coverage and reimbursement for health care items and services covered by plans that
were authorized by the Health Reform Laws. If the operations, cash flows or financial condition of our operators and tenants are materially adversely impacted by the Health Reform
Laws or future legislation, our revenue and operations may be adversely affected as well. More generally, and because of the dynamic nature of the legislative and regulatory
environment for health care products and services, and in light of existing federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching
legislative or regulatory changes could have on the U.S. economy, our business, or that of our operators and tenants.
If controls imposed on certain of our tenants who provide health care services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions
and length of stay affect inpatient volumes at our health care facilities, the financial condition or results of operations of those tenants could be adversely affected
Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization reviews,”
have affected and are expected to continue to affect certain of our health care facilities, specifically our acute care hospitals and post-acute facilities. Utilization review entails the
review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively
affected by payor-required pre-admission authorization and utilization review and by payor pressures to maximize outpatient and alternative health care delivery services for less
acutely ill patients. Efforts to impose more stringent cost controls and reductions are expected to continue, which could negatively impact the financial condition of our tenants who
provide health care services in our hospitals and post-acute facilities. If so, this could adversely affect these tenants’ ability and willingness to comply with the terms of their leases
with us and/or renew those leases upon expiration, which could have a material adverse effect on us.
Our operators’ or tenants’ failure to comply with federal, state, province, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards
could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us
Our operators and tenants generally are subject to or impacted by varying levels of federal, state, local, and industry-regulated licensure, certification and inspection laws,
regulations, and standards. These laws and regulations include, among others: laws protecting consumers against deceptive practices; laws relating to the operation of our 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. Our operators’ or tenants’ failure to comply with any of these laws, regulations, or standards could result
in loss of accreditation, denial of reimbursement, imposition of fines, suspension, decertification or exclusion from federal and state health care programs, civil liability, and in certain
limited instances, criminal penalties, material restrictions on or loss of license, closure of the facility and/or the incurrence of considerable costs arising from an investigation or
regulatory action. Such actions may have an effect on our operators’ or tenants’ ability to make lease payments to us and, therefore, adversely impact us. In addition, we may be
directly subject to these laws, regulations and standards, as well as potential investigation or enforcement 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. See “Item 1 - Business - Certain Government Regulations - United States - Fraud &
Abuse Enforcement” and “Item 1 - Business - Certain Government Regulations - United States - Health Care Matters - Generally” above.
Many of our properties may require a license, registration, and/or CON to operate. Failure to obtain a license, registration, or CON, or loss of a required license, registration, or
CON would prevent a facility from operating in the manner intended by the operators or tenants. These events could materially adversely affect our operators’ or tenants’ ability to
make a profit or our
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operators' or tenants' ability to make rent or other obligatory payments to us. State and local laws also may regulate the expansion, including the addition of new beds or services or
acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or other similar approval from a state agency. See “Item 1 —
Business — Certain Government Regulations — United States — Licensing and Certification” above.
In addition, we cannot assure you that future changes in government regulation will not adversely affect the health care industry, including our tenants and operators, nor can we be
certain that our tenants and operators will achieve and maintain occupancy and rate levels or labor cost levels that will enable them to satisfy their obligations to us.
Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition
From time to time, we are directly involved or named as a party in legal proceedings, lawsuits and other claims that involve class actions, disputes regarding property damage, care
matters and other issues. We also are named as defendants in lawsuits allegedly arising out of our actions or the actions of our operators/tenants or managers in which such
operators/tenants or managers have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their
respective businesses. Employment related class action lawsuits have increased in recent years, including class action lawsuits brought against our operators in certain states regarding
employee and government requirements regarding wage and hour claims and fair housing complaints, as well as class action lawsuits related to staffing and care. There can be no
assurance that we will be able to prevail in, or achieve a favorable settlement of, pending or future litigation. In addition, pending litigation or future litigation, government
proceedings or environmental matters could lead to increased costs or interruption of our normal business operations. An unfavorable resolution of pending or future litigation or legal
proceedings may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and
expenses, significantly divert the attention of management, and could damage our reputation and our brand. In addition, any such resolution could involve our agreement to terms that
restrict the operation of our business. We cannot guarantee losses incurred in connection with any current or future legal or regulatory proceedings or actions will not exceed any
provisions we may have set aside in respect of such proceedings or actions or will not exceed any available insurance coverage.
Development, redevelopment and construction risks could affect our profitability
We invest in various development and redevelopment projects. In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future
performance of that property. In particular, we estimate the return on our investment based on expected construction costs, lease up velocity, occupancy, rental rates, operating
expenses, capital costs and future competition. If our financial projections with respect to a new property are inaccurate, the property may fail to perform as we expected in analyzing
our investment. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability
goals.
Our development/redevelopment and construction projects are vulnerable to the impact of material shortages and inflation. For example, shortages and fluctuations in the price of
lumber or in other important raw materials have resulted in and could continue to result in delays in the start or completion of, or increase the cost of, developing one or more of our
projects. Pricing for labor and raw materials can be affected by various national, regional, local, economic and political factors, including changes to immigration laws that impact the
availability of labor or tariffs on imported construction materials. 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.
In connection with our renovation, redevelopment, development and related construction activities, we may be unable to obtain, or suffer delays in obtaining, necessary zoning,
land-use, building, occupancy and other required governmental permits and authorizations, or satisfactory tax rates, incentives or abatements. Operators of new facilities we construct
may need to obtain Medicare and Medicaid certification and enter into Medicare and Medicaid provider agreements and/or third-party payor contracts. In the event that the operator is
unable to obtain the necessary licensure, certification, provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any
revenues on the facility until either the initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and
contract with a new operator that is able to obtain a license to operate the facility for its intended use
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and the necessary provider agreements or contracts. We have experienced such delays in obtaining necessary licensing for constructed properties and may experience additional or
more significant delays in the future.
We rely on our development managers, general contractors and subcontractors to oversee and manage day-to-day construction activities. If any such party underperforms or
experiences financial or other problems during the construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts
to our expected returns and may need to exercise contractual remedies against such party, which may include termination of the applicable underlying service contract. In the event
such termination occurs mid-construction, we would likely need to engage a new service provider, which would likely result in additional costs and delays as the transition between
providers occurs.
The above-described factors could result in increased costs or our abandonment of these projects. In addition, we may abandon opportunities we have begun to investigate, for a
range of reasons, including changes in expected financing or construction costs, adverse changes in expected rents or expenses, adverse environmental and/or geotechnical findings,
conditions to zoning approval, legal and regulatory hurdles, including moratoriums on development and redevelopment activities, changes in market and economic conditions, natural
disasters and other catastrophic events; damage, vandalism or accidents, higher requirements for capital improvements; decreased demand due to competition or other market and
economic conditions, or defects that we do not discover through the inspection processes, which would result in additional expenses beyond those originally expected. In addition, we
may not be able to obtain financing on favorable terms, or at all, which may render us unable to proceed with our development activities. We may not be able to complete construction
and lease-up of a property on budget and on schedule, which could result in increased debt service expense or construction costs. Additionally, the time frame required for
development, construction and lease-up of these properties means that we may have to wait years for significant cash returns. Because we are required to make cash distributions to
our stockholders, if the cash flow from operations or refinancing is not sufficient, we may be forced to borrow additional money to fund such distributions. Newly developed and
acquired properties may not produce the cash flow that we expect, which could adversely affect our overall financial performance.
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.
We may experience losses caused by severe weather conditions, natural disasters or the physical effects of climate change, which could result in an increase of our or our
tenants’ cost of insurance, unanticipated costs associated with evacuation, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a
property
We maintain or require our tenants to maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that we believe are appropriate
given the relative risk and costs of such coverage. However, a large number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage
caused by severe weather conditions or natural disasters such as hurricanes, earthquakes, tornadoes and floods, as well as the effects of climate change. 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. We believe, given current industry practice and analysis prepared by outside consultants, that our and our
tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes, tornadoes, floods, wildfires and other severe weather
conditions and natural disasters, including the effects of climate change. Nevertheless, we are always subject to the risk that such insurance will not fully cover all losses and,
depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including the costs associated with
evacuation. Moreover, an increase in volatility and difficulty predicting adverse weather events, such as the changes in tornado patterns in recent years, may result in additional
losses. These losses may lead to an increase of our and our tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss of all or a portion of
the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certain circumstances if the cost of insurance exceeds, in our or
our tenants’ judgment, the value of the coverage relative to the risk of loss. Also, changes in federal and state legislation and regulation relating to climate change could result in
increased capital expenditures to improve the energy efficiency and resiliency of our existing properties and could also necessitate us to spend more on our new development
properties without a corresponding increase in revenue.
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To the extent that significant changes in the climate occur in areas where our communities are located, we may experience extreme weather and changes in precipitation and
temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate
change be material, including significant property damage to or destruction of our communities, or occur for lengthy periods of time, our financial condition or results of operations
may be adversely affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital
expenditures on our existing properties and our new development properties without a corresponding increase in revenue, resulting in adverse impacts to our results of operations.
We may incur costs to remediate environmental contamination at our properties, which could have an adverse effect on our or our obligors’ business or financial condition
Under various laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substances on the property and may be held liable for
property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardous substances. These laws often impose liability without regard to
whether the owner or operator knew of the release of the substances or caused the release. We may become liable to reimburse the government for damages and costs it incurs in
connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property. Our tenants or borrowers are primarily responsible
for the condition of the property. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an interest in them. Those
assessments are designed to meet the “all appropriate inquiry” standard, which we believe qualifies us for the innocent purchaser defense if environmental liabilities arise. Based upon
such assessments, we do not believe that any of our properties are subject to material environmental contamination. However, environmental liabilities may be present in our
properties and we may incur costs to remediate contamination, which could have a material adverse effect on our business or financial condition or the business or financial condition
of our obligors.
Cybersecurity incidents could disrupt our business and result in the loss of confidential information and legal liability
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data through phishing or other
malicious activity, attempts to interrupt our access to, or use of information technology systems through distributed denial-of-service or ransomware attacks, breaches related to our
increased receipt and use of data from multiple sources, and other electronic security breaches or other cybersecurity incidents within our environment or our business partners'
environments, including those resulting from human error, product defects and technology failures. Such cyber-attacks can range from individual attempts to gain unauthorized access
to our or our business partners' information technology systems to more sophisticated security threats and may be specifically targeted to our business or more general industry wide
risks. Our information technology networks, and those of our business partners are important enablers to our ability to perform day-to-day operations of our business. While we
employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing or detecting a cyber-attack. Even the
most well-protected information, networks, systems and facilities remain vulnerable because the techniques used in such attempted cybersecurity breaches evolve and generally are
not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these
techniques, implement adequate cybersecurity barriers or other preventative measures, or respond, mitigate the risks from and recover from an attack without operational impact, and
thus it is impossible for us to entirely mitigate this risk. We regularly defend against, respond to and mitigate risks from cybersecurity breaches, which to date have not had a material
impact on our operations; however, there is no assurance that such impacts will not be material in the future. Cybersecurity incidents could disrupt our or our critical business
partners’ business, damage our reputation, cause us to incur significant remediation expense and expose us to legal or regulatory claims or proceedings, including enforcement actions
under data privacy or disclosure regulations.
Evolving privacy regulations could expose our business to reputational harm and losses
Regulatory authorities around the world have implemented or are considering implementing a number of legislative changes or regulations concerning data protection, which have
required or may require us to incur additional expenses and may expose us to additional risks. We and our operators and managers are subject to numerous laws and regulations
governing the protection of personal and confidential information of our clients, residents and/or employees, including U.S. federal and state laws (including the CCPA and HIPAA),
and non-U.S. laws, such as the U.K. General Data Protection Regulation and the 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 requirements. Some jurisdictions (including the EU and U.K.) impose restrictions on transfers of data
from their jurisdictions to jurisdictions that they do not consider adequate. This may have implications for our cross-border data flows and may result in additional compliance costs.
Many jurisdictions assess fines, the magnitude of which may depend on the annual global revenue of the company and the nature, gravity and duration of, the violation.
Additionally, in some jurisdictions, data subjects may have a right to compensation for financial or non-financial losses. Complying with these laws may cause us 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 or our operators and managers may not be successful either due to internal or
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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. Non-compliance or alleged non-compliance with laws, contractual
agreements or industry standards could result in 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 those of our business partners will not be fully compliant with legal obligations. If there are breaches of these measures, we could face significant administrative and monetary
sanctions, as well as reputational damage, which may have a material adverse effect on our operations, financial condition and prospects.
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. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures
that we do not provide. Failure to participate in certain of the third-party ratings systems, score well in third-party rating systems or provide certain ESG disclosures could result in
reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our common stock, which could adversely affect our
stock price. Our business may also face increased scrutiny from investors and other stakeholders related to our ESG activities, including the goals, targets, and objectives that we
announce, and our methodologies and timelines for pursuing them. If our ESG practices do not meet investor or other stakeholder expectations and standards, which continue to
evolve, our reputation, our ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively affected.
At the same time, some stakeholders and regulators have expressed or pursued contrary views, legislation, and investment expectations with respect to ESG ratings and
commitments, including the enactment or proposal of “anti-ESG” legislation or policies, which may expose us to additional legal or reputational risks based upon our ESG
commitments and disclosures.
Our success and the success of our operators and managers depends on key personnel whose continued service is not guaranteed
Our success and the success of our operators and managers depends on the continued availability and service of key personnel, including executive officers and other highly
qualified employees, and competition for their talents is intense. There is substantial competition for qualified personnel. We cannot assure you that we will retain our key personnel
or that we will be able to recruit and retain other highly qualified employees in the future. Losing any key personnel could, at least temporarily, have a material adverse effect on our
business and that of our operators and managers', financial position and results of operations.
Welltower is a holding company with no direct operations, and it relies on funds received from Welltower OP to pay its obligations and make distributions to stockholders
Welltower is a holding company with no direct operations. All of Welltower's property ownership, development and related business operations are conducted through Welltower
OP and Welltower has no material assets or liabilities other than its investment in Welltower OP. As a result, Welltower relies on distributions from Welltower OP to make dividend
payments and meet its obligations, including any tax liability on taxable income allocated to Welltower from Welltower OP. Welltower exercises exclusive control over Welltower
OP, including the authority to cause Welltower OP to make distributions, subject to certain limited approval and voting rights of Welltower OP's other members as described in the
Limited Liability Agreement. In addition, because Welltower is a holding company, your claims as stockholders are structurally subordinated to all existing and future liabilities and
obligations to preferred equity holders of Welltower OP and its subsidiaries. Therefore, in the event of a bankruptcy, insolvency, liquidation or reorganization of Welltower OP or its
subsidiaries, assets of Welltower OP or the applicable subsidiary will be available to satisfy any claims of our stockholders only after such liabilities and obligations have been
satisfied in full.
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Welltower is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.765% as of December 31, 2023. In connection with our future
acquisition activities or otherwise, Welltower OP may issue additional Class A Common Units ("OP Units") to third parties and admit additional members. Such issuances would
reduce Welltower's percentage ownership in Welltower OP.
Risks Arising from Our Capital Structure
We may become more leveraged
Permanent financing for our investments is typically provided through a combination of public offerings of debt and equity securities and the incurrence or assumption of secured
debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicate a greater portion of our cash flow to the payment
of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability to obtain additional financing, (4) negatively affect our credit ratings or outlook by
one or more of the rating agencies or (5) make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have
not entirely hedged such variable rate debt. In addition, any changes to benchmark rates may have an uncertain impact on our cost of funds and our access to the capital markets,
which could impact our results of operations and cash flows. Uncertainty as to the nature of such potential changes may also adversely affect the trading market for our securities.
Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.
Cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels and are made at the discretion of the Board of Directors
If cash available for distribution generated by our assets decreases due to dispositions or otherwise, we may be unable to make dividend distributions at expected levels. Our
inability to make expected distributions would likely result in a decrease in the market price of our common stock. All distributions are made at the discretion of our Board of
Directors in accordance with Delaware law and depend on our earnings, our financial condition, debt and equity capital available to us, our expectation of our future capital
requirements and operating performance, restrictive covenants in our financial and other contractual arrangements, maintenance of our REIT qualification, restrictions under
Delaware law and other factors as our Board of Directors may deem relevant from time to time. Additionally, our ability to make distributions will be adversely affected if any of the
risks described herein, or other significant adverse events, occur.
We are subject to covenants in our debt agreements that could have a material adverse effect on our business, results of operations and financial condition
Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions require us to maintain certain financial ratios and minimum
net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. Breaches of these covenants could result in defaults under
the instruments governing the applicable indebtedness, in addition to any other indebtedness cross-defaulted against such instruments. These defaults could have a material adverse
effect on our business, results of operations and financial condition.
Limitations on our ability to access capital could have an adverse effect on our ability to make future investments or to meet our obligations and commitments
We cannot assure you that we will be able to raise the capital necessary to make future investments or to meet our obligations and commitments as they mature. Our access to
capital depends upon a number of factors over which we have little or no control, including rising interest rates, inflation and other general market conditions; the market’s perception
of our growth potential and our current and potential future earnings and cash distributions; the market price of the shares of our common stock and the credit ratings of our debt
securities; changes in the credit ratings on U.S. government debt securities; uncertainty from the transition to Secured Overnight Financing Rate ("SOFR") or any other interest rate
benchmark; and default or delay in payment by the U.S. of its obligations. We also rely on the financial institutions that are parties to our revolving credit facilities. If these
institutions become capital constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers
within a short period of time, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our revolving credit
facilities and, over time, could negatively impact our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures or make distributions to our
stockholders. If our access to capital is limited by these factors or other factors, it could negatively impact our ability to acquire properties, repay or refinance our indebtedness, fund
operations or make distributions to our stockholders.
Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital
We plan to manage the company to maintain a capital structure consistent with our current profile, but there can be no assurance that we will be able to maintain our current credit
ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in
turn have a material adverse effect on our results of operations, liquidity, cash flows, the trading/redemption price of our securities and our ability to satisfy our debt service
obligations and to pay dividends and distributions to our equity holders.
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Increases in interest rates could have a material adverse effect on our cost of capital, and our decision to hedge against interest rate risk might not be effective
The current high interest rate environment has been increasing interest cost on new and existing variable rate debt. Such increases in the cost of capital, and any further increases
resulting from future interest rate hikes, could adversely impact our ability to finance operations, acquire and develop properties, and refinance existing debt. Specifically, rate
increases have corresponding impacts to our costs of borrowing and may have adverse impacts on our ability to raise funds through the offering of our securities or through the
issuance of debt due to higher debt capital costs, diminished credit availability and less favorable equity markets. Additionally, increased interest rates may also result in less liquid
property markets, limiting our ability to sell existing assets. Higher interest rates may also lead purchasers of our common stock to demand a greater annual dividend yield, which
could adversely affect the market price of our common stock and could result in increased capitalization rates, which may lead to reduced valuation of our assets.
We may from time to time seek to manage our exposure to interest rate volatility with hedging arrangements, which involve additional risks, including the risks that counterparties
may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of
income we earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may reduce the benefits to us if interest rates
decline. Developing and implementing an interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations and
there can be no assurance that our hedging activities will be effective. Failure to hedge effectively against interest rate risk, if we choose to engage in such activities, could adversely
affect our business, financial condition and results of operations.
Risks Arising from Our Status as a REIT
We might fail to qualify or remain qualified as a REIT
We intend to operate as a REIT under the Code, and believe we have operated and will continue to operate in such a manner. If we lose our status as a REIT, we will face serious
income tax consequences that will substantially reduce the funds available for satisfying our obligations and for distribution to our stockholders because:
• Welltower would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular
corporate rates;
• Welltower would be subject to increased state and local taxes; and
• unless Welltower is entitled to relief under statutory provisions, it could not elect to be subject to tax as a REIT for four taxable years following the year during which it was
disqualified.
Since REIT qualification requires us to meet a number of complex requirements, it is possible that we may fail to fulfill them, and if we do, our earnings will be reduced by the
amount of U.S. federal and other income taxes owed. A reduction in our earnings would affect the amount we could distribute to our stockholders. If we do not qualify as a REIT, we
will not be required to make distributions to stockholders, since a non-REIT is not required to pay dividends to stockholders in order to maintain REIT status or avoid an excise tax.
In addition, if we fail to qualify as a REIT, all distributions to stockholders will continue to be treated as dividends to the extent of our current and accumulated earnings and profits,
although corporate stockholders may be eligible for the dividends received deduction, and individual stockholders may be eligible for taxation at the rates generally applicable to
long-term capital gains with respect to distributions.
As a result of all these factors, our failure to qualify as a REIT also could impair our ability to implement our business strategy and would adversely affect the value of our common
stock. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations.
The determination of various factual matters and circumstances not entirely within our control may affect our ability to remain qualified as a REIT. Although we believe that we
qualify as a REIT, we cannot assure you that we will remain qualified as a REIT for U.S. federal income tax purposes.
Failure of Welltower OP to maintain status as a partnership for U.S. federal income tax purposes
We believe Welltower OP qualifies as a partnership for U.S. federal income tax purposes. As a partnership, Welltower OP is generally not subject to U.S. federal income tax on its
income. Instead, each of the partners is allocated its share of Welltower OP's income. We cannot assure you, however, that the IRS will not challenge the status of Welltower OP as a
partnership for U.S. federal income tax purposes. If the IRS were to successfully challenge the status of Welltower OP as a partnership, it would be taxable as a corporation. In such
event, this would reduce the amount of distributions that Welltower OP could make. The treatment of Welltower OP as a corporation would also cause us to fail to qualify as a REIT.
This would substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder's investment.
Certain subsidiaries might fail to qualify or remain qualified as a REIT
We own interests in a number of entities which intend to operate as REITs for U.S. federal income tax purposes, some of which we consolidate for financial reporting purposes but
each of which is treated as a separate REIT for federal income tax purposes (each a “Subsidiary REIT”). To qualify as a REIT, each Subsidiary REIT must independently satisfy all of
the REIT qualification requirements under the Code, together with all other rules applicable to REITs. Provided that each Subsidiary
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REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets for purposes of the REIT asset tests. If a Subsidiary REIT fails to
qualify as a REIT in any taxable year, such Subsidiary REIT would be subject to federal and state income taxes and would not be able to qualify as a REIT for the four subsequent
taxable years following the year during which it was disqualified. Any such failure could have an adverse effect on our ability to comply with the REIT income and asset tests, and
thus our ability to qualify as a REIT, unless we are able to avail ourselves of certain relief provisions and pay any tax required by such relief provisions.
The tax imposed on any net income from "prohibited transactions" may limit our ability to engage in transactions which would be treated as sales for federal income tax
purposes
Any net income of a REIT from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of
business, other than dispositions of foreclosure property) is subject to a 100% tax, unless certain safe harbor exceptions apply. Although we do not intend to hold any properties that
would be characterized as held for sale to customers in the ordinary course of our business (other than through a TRS), such characterizations is a factual determination and no
guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders. Although we
anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have
sufficient cash or other liquid assets to meet the 90% distribution requirement. This may be due to timing differences between the actual receipt of income and actual payment of
deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand. In addition, non-
deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may cause us to fail to have sufficient cash or liquid assets
to enable us to satisfy the 90% distribution requirement. In the event that timing differences occur, or we deem it appropriate to retain cash, we may borrow funds, even if the then-
prevailing market conditions are not favorable for these borrowings, issue additional equity securities (although we cannot assure you that we will be able to do so), pay taxable stock
dividends, if possible, distribute other property or securities or engage in other transactions intended to enable us to meet the REIT distribution requirements. This may require us to
raise additional capital to meet our obligations.
Our use of TRSs is limited under the Code
Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to
increase the size of our TRSs’ operations and assets, and there can be no assurance that we will be able to comply with the applicable limitation, or that such compliance will not
adversely affect our business. Also, our TRSs may not, among other things, operate or manage certain health care facilities, which may cause us to forgo investments we might
otherwise make. Finally, we may be subject to a 100% excise tax on the income derived from certain transactions with our TRSs that are not on an arm's-length basis. We believe our
arrangements with our TRSs are on arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the 100% excise tax described above, but there
can be no assurance that we will be able to avoid application of that tax.
The lease of qualified health care properties to a TRS is subject to special requirements
We lease certain qualified health care properties to TRSs (or subsidiaries of TRSs), which lessees contract with managers (or related parties) to manage the health care operations at
these properties. The rents from this TRS lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arm's-length lease of a qualified health
care property with a TRS and (2) the manager qualifies as an eligible independent contractor (as defined in the Code). If any of these conditions are not satisfied, then the rents will
not be qualifying rents.
If certain sale-leaseback transactions are not characterized by the IRS as “true leases,” we may be subject to adverse tax consequences
We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future. We intend for any such sale-
leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for U.S.
federal income tax purposes. However, depending on the terms of any specific transaction, the IRS might take the position that the transaction is not a “true lease” but is more
properly treated in some other manner. In the event any sale-leaseback transaction is challenged and successfully re-characterized by the IRS, we would not be entitled to claim the
deductions for depreciation and cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might fail to
satisfy the REIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable
income could be recalculated, which may cause us to fail to meet the REIT annual distribution requirements for a taxable year.
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We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities
We are subject to taxes in the U.S. and foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat
interdependent. Longstanding international norms that determine each country's jurisdiction to tax cross-border international trade are evolving and could reduce the ability of our
foreign subsidiaries to deduct for foreign tax purposes the interest they pay on loans from us, thereby increasing the foreign tax liability of the subsidiaries; it is also possible that
foreign countries could increase their withholding taxes on dividends and interest.
Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates or changes in tax laws or their interpretation. We are also
subject to the examination of our tax returns and other tax matters by the IRS and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse
outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If we were
subject to review or examination by the IRS or applicable foreign jurisdiction as the result of any new tax law changes, the ultimate determination of which may change our taxes
owed for an amount in excess of amounts previously accrued or recorded, our financial condition, operating results, and cash flows could be adversely affected.
The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect
the federal income tax treatment of an investment in us. The federal income tax rules dealing with U.S. federal income taxation and REITs are constantly under review by persons
involved in the legislative process, the IRS and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations. Also,
the law relating to the tax treatment of other entities or an investment in other entities could change, making an investment in such other entities more attractive relative to an
investment in a REIT.
We cannot predict how changes in the tax laws in the U.S. or foreign jurisdictions might affect our investors or us. Revisions in tax laws and interpretations thereof could
significantly and negatively affect our ability to qualify as a REIT, as well as the tax considerations relevant to an investment in us, could require us to pay additional taxes on our
assets or income and/or be subject to additional restrictions, could cause us to change our investments and commitments, and could adversely affect our earnings and cash flow. These
changes could, among other things, adversely affect the trading price for our common stock, our financial condition, our results of operations and the amount of cash available for the
payment of dividends.
The impact to our TRSs of the Corporate Alternative Minimum Tax imposed by the Inflation Reduction Act of 2022 is uncertain and may be adverse
For tax years beginning after December 31, 2022, the Inflation Reduction Act of 2022 ("IRA") imposes among other things, a 15% Corporate Alternative Minimum Tax
("Corporate AMT") on certain U.S. corporations with average adjusted financial statement income in excess of $1 billion. Although, by its terms, the Corporate AMT is not
applicable to REITs, it is not certain whether or how the Corporate AMT would apply to our TRSs.
The IRS has issued a number of rulings indicating its intention to propose regulations providing guidance regarding the Corporate AMT and issuing certain interim rules on which
taxpayers may rely. Until further regulations and guidance from the IRS and Treasury are released, the impact of the Corporate AMT on our TRSs is uncertain and it is possible that
our TRSs will be subject to material U.S. federal income taxes under the Corporate AMT.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
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
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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.
46
Item 2. Properties
We lease our corporate headquarters located at 4500 Dorr Street, Toledo, Ohio 43615. We also lease corporate offices throughout the U.S., Canada and the United Kingdom and
have ground leases relating to certain of our properties. The following table sets forth certain information regarding the properties that comprise our consolidated real property and
real estate loan investments as of December 31, 2023 (dollars in thousands):
Seniors Housing Operating
Triple-net
Outpatient Medical
Number of
Properties
Total Investment
Annualized
Revenues
(1)
Number of
Properties
Total Investment
Annualized
Revenues
(1)
Number of
Properties
Total Investment
Annualized
Revenues
(1)
Property Location
Alabama
Arkansas
Arizona
California
Colorado
Connecticut
District Of Columbia
Delaware
Florida
Georgia
Hawaii
Iowa
Idaho
Illinois
Indiana
Kansas
Kentucky
Louisiana
Massachusetts
Maryland
Maine
Michigan
Minnesota
Missouri
Mississippi
Montana
North Carolina
North Dakota
Nebraska
New Hampshire
New Jersey
New Mexico
Nevada
New York
Ohio
Oklahoma
Oregon
Pennsylvania
South Carolina
Tennessee
Texas
Utah
Virginia
Washington
Wisconsin
West Virginia
Total domestic
Canada
United Kingdom
Total international
Grand total
5 $
1
13
107
17
6
2
6
31
18
1
10
6
37
17
10
4
9
19
10
1
29
3
13
5
2
14
1
8
3
28
—
7
41
49
14
14
26
8
9
83
4
13
33
2
—
739 $
119
60
179 $
918 $
54,058 $
26,758
313,573
3,794,605
504,482
156,876
139,124
61,488
1,071,179
334,750
69,929
128,726
112,082
667,524
418,024
146,406
58,878
195,341
658,548
548,701
23,061
477,490
74,761
319,790
88,753
22,858
581,410
12,690
103,184
82,391
696,855
—
122,711
809,833
940,675
182,051
158,472
447,525
223,789
186,340
1,790,432
71,291
538,467
917,452
18,136
—
14,606
5,445
52,852
901,464
116,561
32,735
14,689
31,023
221,843
61,823
22,187
40,965
10,520
184,586
65,395
49,970
17,954
50,681
107,353
108,441
12,457
119,763
14,334
57,700
20,338
8,547
94,097
1,400
20,837
8,722
233,930
—
35,922
195,804
201,115
52,514
48,307
117,573
30,853
44,327
397,246
25,368
128,187
218,974
6,696
—
18,351,469 $
4,206,104
3,132,032
1,667,483
598,856
473,615
4,799,515 $
1,072,471
23,150,984 $
5,278,575
32,442 $
—
—
418,370
217,215
81,453
—
117,409
1,443,056
36,712
—
45,419
—
250,640
227,652
164,611
48,918
6,934
160,657
171,336
—
233,157
221,642
—
—
—
496,773
—
—
—
741,750
—
—
34,025
448,950
87,550
2,306
558,164
31,428
56,410
321,329
21,144
323,151
85,367
81,547
6,134
7,173,651 $
128,881
1,462,925
1,591,806 $
4,607
—
144
55,870
19,361
7,976
—
15,337
177,880
3,545
—
3,281
—
20,458
19,343
23,131
5,440
720
9,662
41,146
—
22,438
23,023
—
—
—
78,361
—
—
—
85,879
—
—
1,513
52,953
13,789
909
101,308
7,215
7,849
35,221
2,100
61,466
12,142
10,214
999
925,280
10,334
110,168
120,502
8,765,457 $
1,045,782
3 $
—
—
23
8
4
—
4
101
3
—
6
—
21
19
20
3
1
8
16
—
25
12
—
—
—
50
—
—
—
27
—
—
3
41
12
1
56
7
6
23
1
29
7
5
1
546 $
6
62
68 $
614 $
47
6 $
1
8
43
1
7
1
—
25
18
—
—
2
10
3
—
—
1
9
12
—
13
7
16
2
—
25
—
1
—
16
1
8
15
8
5
1
6
2
3
71
1
7
9
5
—
369 $
—
—
— $
369 $
174,961 $
19,716
89,447
1,027,948
2,024
96,464
77,112
—
221,349
223,381
—
—
47,782
128,916
29,264
—
—
22,123
154,718
237,668
—
176,348
138,393
222,901
46,752
—
607,853
—
10,505
—
334,280
31,061
122,566
397,615
125,836
25,054
41,995
92,175
9,452
64,268
1,463,494
10,556
109,708
194,660
81,127
—
6,859,472 $
—
—
— $
13,091
2,281
12,199
127,911
—
9,218
8,216
—
43,078
34,297
—
—
4,306
19,448
4,353
—
—
815
14,423
28,319
—
19,536
30,263
29,368
3,784
—
48,794
—
2,322
—
43,903
—
10,700
34,233
14,937
3,626
3,104
6,812
1,566
5,717
109,352
1,108
7,124
33,384
8,817
—
740,405
—
—
—
6,859,472 $
740,405
(1)
Represents revenue for the month ended December 31, 2023 annualized.
The following table sets forth occupancy and average annualized revenues for certain property types (excluding investments in unconsolidated entities):
Seniors Housing Operating
Triple-net
Outpatient Medical
(4)
(5)
(3)
Occupancy
(1)
Average Annualized Revenues
(2)
2023
81.8%
78.6%
94.8%
2022
78.1%
76.2%
95.2%
2023
2022
$
52,709 $
19,124
37
49,987 per unit
17,330 per bed/unit
38 per sq. ft.
(1)
We use unaudited, periodic financial information provided solely by tenants/borrowers to calculate occupancy for properties other than Outpatient Medical buildings and have not independently verified the
information.
(2)
Represents December annualized revenues as presented in the tables above, divided by total beds, units or square feet in service.
Occupancy represents average occupancy of properties in service for the three months ended December 31.
Occupancy represents average quarterly operating occupancy based on the quarters ended September 30 and excludes properties that are unstabilized, closed or for which data is not available or meaningful.
Occupancy represents the percentage of total rentable square feet leased and occupied (including month-to-month and holdover leases and excluding terminations) as of December 31.
(3)
(4)
(5)
The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, 2023 (dollars in thousands):
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Thereafter
Expiration Year
(1)
Triple-net:
Properties
(2)
Base rent
% of base rent
Units
% of units
Outpatient Medical:
Square feet
(2)
Base rent
% of base rent
Leases
% of leases
7
13,495
$
$
16
7,803
$
13
12,855
$
1
1,232
$
1.8 %
1,182
2.1 %
1.1 %
521
0.9 %
1.7 %
1,695
3.0 %
0.2 %
80
0.1 %
5
6,404
0.9 %
616
1.1 %
4
1,035
$
34
70,998
$
5
10,762
$
127
99,472
$
42
54,813
$
348
459,973
$
0.1 %
219
0.4 %
9.6 %
3,669
6.4 %
1.5 %
423
0.7 %
13.5 %
6,163
10.8 %
7.4 %
3,267
5.7 %
62.2 %
39,419
68.8 %
we may
experiences
losses
2,108,859
62,546
$
1,296,491
38,352
$
1,635,726
45,124
$
1,524,274
39,534
$
1,552,764
43,408
$
1,314,461
37,184
$
1,254,813
35,361
$
$
1,780,700
49,581
1,470,798
42,971
$
1,195,919
31,045
$
4,469,245
127,189
$
11.3 %
464
20.4 %
6.9 %
263
11.6 %
8.2 %
266
11.7 %
7.2 %
234
10.3 %
7.9 %
260
11.4 %
6.7 %
147
6.5 %
6.4 %
113
5.0 %
9.0 %
84
3.7 %
7.8 %
157
6.9 %
5.6 %
104
4.6 %
23.0 %
183
7.9 %
(1)
(2)
Excludes investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in 2024.
The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.
Item 3. Legal Proceedings
From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business. Management does not believe that the resolution of any
of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. Further, from time to
time, we are party to certain legal proceedings for which third parties, such as tenants, operators and/or managers are contractually obligated to indemnify, defend and hold us
harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants and other obligated third parties and
these indemnitors may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such
legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors’ ability to satisfy their respective obligations to us, which, in turn, could have a
material adverse effect on our business, results of operations or financial condition. It is management’s opinion that there are currently no such legal proceedings pending that will,
individually or in the aggregate, have such a material adverse effect. Despite management’s view of the ultimate resolution of these legal proceedings, we may have significant legal
expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management’s expectation
regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition.
Item 4. Mine Safety Disclosures
None.
48
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock trades on the New York Stock Exchange (NYSE:WELL). There were 2,758 stockholders of record as of February 9, 2024.
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.
Stockholder Return Performance Presentation
The graph and table below compares the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of
the S&P Composite-500 Stock Index and the FTSE NAREIT Equity Index. The data are based on the closing prices as of December 31 for each of the five years presented. 2018
equals $100 and dividends are assumed to be reinvested.
S & P 500
Welltower Inc.
FTSE NAREIT Equity
$
12/31/2018
100.00
100.00
100.00
$
12/31/2019
131.49
123.03
126.00
$
12/31/2020
155.68
101.52
115.92
$
12/31/2021
200.37
139.06
166.04
$
12/31/2022
164.08
109.62
125.58
$
12/31/2023
207.21
155.40
142.83
Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not be deemed incorporated
by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the
Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such Acts.
During the three months ended December 31, 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, 2023 are as shown in the table below:
Period
October 1, 2023 through October 31, 2023
November 1, 2023 through November 30, 2023
December 1, 2023 through December 31, 2023
Totals
Issuer Purchases of Equity Securities
Total Number of Shares
Average Price Paid Per
Purchased
Share
834
541
—
1,375
$
$
84.16
85.15
—
84.55
Total Number of Shares
Purchased as Part of Publicly
Announced Repurchase Program
—
—
—
—
Maximum Dollar Value of Shares
that May Yet Be Purchased Under the
Repurchase Program
$
$
3,000,000,000
3,000,000,000
3,000,000,000
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.
On November 7, 2022, our Board of Directors approved a share repurchase program for up to $3,000,000,000 of common stock (the "Stock Repurchase Program"). Under the
Stock Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately-negotiated transactions, through block trades, by
effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the
foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no
expiration date and does not obligate us to repurchase any specific number of shares. We did not repurchase any shares of our common stock through the Stock Repurchase Program
during the three months ended December 31, 2023.
Item 6. [Reserved]
49
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE SUMMARY
Company Overview
Business Strategy
Key Transactions
Key Performance Indicators, Trends and Uncertainties
Corporate Governance
Sources and Uses of Cash
Off-Balance Sheet Arrangements
Contractual Obligations
Capital Structure
Supplemental Guarantor Information
Summary
Seniors Housing Operating
Triple-net
Outpatient Medical
Non-Segment/Corporate
Non-GAAP Financial Measures
Critical Accounting Policies and Estimates
LIQUIDITY AND CAPITAL RESOURCES
RESULTS OF OPERATIONS
OTHER
50
51
51
52
53
55
55
56
56
56
57
58
59
61
63
64
65
71
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. presented in conformity with U.S. generally accepted
accounting principles (“U.S. GAAP”) for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important
factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above.
On March 7, 2022, we announced our intent to complete an UPREIT reorganization. In February 2022, the company formerly known as Welltower Inc. ("Old Welltower") formed
WELL Merger Holdco Inc. ("New Welltower") as a wholly owned subsidiary, and New Welltower formed WELL Merger Holdco Sub Inc. ("Merger Sub") as a wholly owned
subsidiary. On April 1, 2022, Merger Sub merged with and into Old Welltower, with Old Welltower continuing as the surviving corporation and a wholly owned subsidiary of New
Welltower (the "Merger"). In connection with the Merger, Old Welltower's name was changed to "Welltower OP Inc.", and New Welltower inherited the name "Welltower Inc."
Effective May 24, 2022, Welltower OP Inc. ("Welltower OP") converted from a Delaware corporation into a Delaware limited liability company named Welltower OP LLC (the
"LLC Conversion"). Following the LLC Conversion, New Welltower's business continues to be conducted through Welltower OP and New Welltower does not have substantial
assets or liabilities, other than through its investment in Welltower OP.
Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References
to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP.
Executive Summary
Company Overview
Welltower Inc. (NYSE:WELL), a real estate investment trust ("REIT") and S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care
infrastructure. 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 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 is the initial member and majority owner of Welltower OP, with an approximate ownership interest of 99.765% as of December 31, 2023. All of our property
ownership, development and related business operations are conducted through Welltower OP and Welltower has no material assets or liabilities other than its investment in
Welltower OP. Welltower issues equity from time to time, the net proceeds of which it is obligated to contribute as additional capital to Welltower OP. All debt including credit
facilities, senior notes and secured debt is incurred by Welltower OP and its subsidiaries, and Welltower has fully and unconditionally guaranteed all existing senior unsecured notes.
The following table summarizes our consolidated portfolio for the year ended December 31, 2023 (dollars in thousands):
Type of Property
Seniors Housing Operating
Triple-net
Outpatient Medical
Totals
NOI
(1)
1,118,135
1,001,135
519,199
2,638,469
$
$
Percentage of
NOI
Number of
Properties
42.4 %
37.9 %
19.7 %
100.0 %
918
614
369
1,901
(1)
Represents consolidated net operating income ("NOI") and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the
joint venture amount. See Non-GAAP Financial Measures for additional information and reconciliation.
Business Strategy
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to
increase dividend payments to stockholders as a result of annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors
housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
Substantially all of our revenues are derived from operating lease rentals, resident fees and services, interest earned on outstanding loans receivable and interest earned on short-
term deposits. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest
payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient
cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To
mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors
51
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property
inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and
monitors the outpatient medical portfolio with a comprehensive process including review of tenant relations, lease expirations, the mix of health service providers, hospital/health
system relationships, property performance, capital improvement needs and market conditions among other things. We evaluate the operating environment in each property’s market
to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts,
we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment.
In addition to our asset management and research efforts, we aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit
enhanced by guarantees and/or letters of credit. 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, 2023, resident fees and services and rental income represented 72% and 23%, respectively, of total revenues. Substantially all of our operating
leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a
collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our
yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest
rate adjustments.
Our primary sources of cash include resident fees and services, rent and interest receipts, 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. Our
primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures,
construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability
and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.
We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit
facility and commercial paper program, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from NOI and principal payments on
loans receivable. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving credit facility and commercial paper program, has
historically been provided through a combination of the issuance of public debt and equity securities and the incurrence or assumption of secured debt. Given general economic
conditions in 2023, investments were generally funded proactively via issuances of common stock.
Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our
stockholders. It is also likely that investment dispositions may occur in the future. To the extent that investment dispositions exceed new investments, our revenues and cash flows
from operations could be adversely affected. We expect to reinvest the proceeds from any investment dispositions in new investments. To the extent that new investment requirements
exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program. At December 31, 2023, we had $1,993,646,000
of cash and cash equivalents, $82,437,000 of restricted cash and $4,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.
Key Transactions
Capital The following summarizes key capital transactions that occurred during the year ended December 31, 2023:
•
•
•
•
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%. We extinguished $687,780,000 of secured debt at a blended average interest rate of 6.21%.
In August 2023, Welltower and Welltower OP entered into the ATM Program (as defined below) pursuant to which we may offer and sell up to $4,000,000,000 of common
stock of Welltower from time to time. During the twelve months ended December 31, 2023 , we sold 53,300,874 shares of common stock under our current and previous
ATM Programs generating gross proceeds of approximately $4,313,007,000.
In November 2023, we issued 20,125,000 shares of common stock generating gross proceeds of approximately $1,772,216,000.
52
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Investments
Investments The following summarizes our property acquisitions and joint venture investments completed during the year ended December 31, 2023 (dollars in thousands):
Seniors Housing Operating
Triple-net
Outpatient Medical
Totals
Properties
Book Amount
(1)
52
66
35
153
$
$
2,655,913
1,097,004
474,058
4,226,975
(2)
Capitalization Rates
5.4%
9.4%
6.9%
6.6%
(1)
Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information.
(2)
Represents annualized contractual or projected NOI to be received in cash divided by investment amounts.
Dispositions The following summarizes property dispositions completed during the year ended December 31, 2023 (dollars in thousands):
Seniors Housing Operating
Triple-net
Totals
Properties
Proceeds
(1)
Book Amount
(2)
23
2
25
$
$
453,983
6,954
460,937
$
$
385,128
6,391
391,519
(3)
Capitalization Rates
2.1%
5.0%
2.1%
(1)
Represents pro rata proceeds received upon disposition including non-cash consideration.
(2)
Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information.
(3)
Represents annualized contractual income that was being received in cash at date of disposition divided by stated purchase price. Excludes properties sold that were recent development conversions.
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. See Note 5 to
our consolidated financial statement for further information regarding the transaction.
Dividends Our Board of Directors declared a cash dividend for the quarter ended December 31, 2023 of $0.61 per share. On March 7, 2024, we will pay our 211th consecutive
quarterly cash dividend to stockholders of record on February 23, 2024.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit
strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making
operating decisions, and for budget planning purposes.
Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) per the Consolidated Statements of Comprehensive Income are
the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders
(“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP
Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment
recommendations of companies.
The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):
Net income
Net income attributable to common stockholders
Funds from operations attributable to common stockholders
Consolidated net operating income
2023
Year Ended December 31,
2022
2021
$
$
358,139
340,094
1,763,227
2,690,219
$
160,568
141,214
1,478,072
2,301,845
374,479
336,138
1,220,722
1,967,553
Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is
related to long-term debt, net of cash and restricted cash. The coverage ratios indicate our ability to service interest and fixed charges (interest and secured debt principal
amortization). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile.
53
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The coverage ratios are based on earnings before interest, taxes, depreciation and amortization ("EBITDA") and adjusted earnings before interest, taxes, depreciation and amortization
(“Adjusted EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage
ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the
recent historical trends for our credit strength measures for the periods presented:
Net debt to book capitalization ratio
Net debt to undepreciated book capitalization ratio
Net debt to market capitalization ratio
Interest coverage ratio
Fixed charge coverage ratio
Adjusted interest coverage ratio
Adjusted fixed charge coverage ratio
2023
34.3%
27.8%
20.9%
3.74x
3.44x
3.95x
3.64x
Year Ended December 31,
2022
39.5%
32.1%
29.5%
3.73x
3.37x
3.94x
3.56x
2021
42.2%
34.9%
25.9%
3.89x
3.43x
3.89x
3.43x
Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in
understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various
property types. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our
current top five states (or international countries).
The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below:
Property mix:
Seniors Housing Operating
Triple-net
Outpatient Medical
Relationship mix:
Integra Healthcare Properties
Sunrise Senior Living
Cogir Management Corporation
Avery Healthcare
Oakmont Management Group
Remaining
Geographic mix:
California
United Kingdom
Texas
Canada
Florida
Remaining
2023
42%
38%
20%
8%
6%
4%
4%
4%
74%
12%
9%
8%
6%
6%
59%
Year Ended December 31,
2022
(1)
41%
38%
21%
—%
7%
3%
3%
2%
85%
14%
10%
8%
6%
6%
56%
2021
35%
43%
22%
—%
10%
2%
4%
1%
83%
13%
13%
8%
6%
4%
56%
(1)
Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not
be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Item 1
— Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — Risk Factors” and other sections of this Annual Report on Form 10-K. Management
regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve
our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer
to “Item 1 — Business,” “Item 1A — Risk Factors” in this Annual Report on Form 10-K for further discussion of these risk factors.
54
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Corporate Governance
Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures
that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to
increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on
the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address
is included as an inactive textual reference only.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources of cash include resident fees and services, rent and interest receipts, 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. Our
primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures,
construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability
and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash. These sources and uses of cash are reflected in our Consolidated Statements of Cash
Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):
Cash, cash equivalents and restricted cash at beginning
of period
Net cash provided from (used in):
$
Year Ended
One Year Change
December 31,
2023
December 31,
2022
$
%
Year Ended
December 31,
2021
One Year Change
Two Year Change
$
%
$
%
722,292
$
346,755
$
375,537
108 % $
2,021,043
$
(1,674,288)
-83 % $
(1,298,751)
-64 %
Operating activities
Investing activities
Financing activities
Effect of foreign currency translation
Cash, cash equivalents and restricted cash at end of
period
1,601,861
(5,707,742)
5,448,647
11,025
1,328,708
(3,703,815)
2,761,277
(10,633)
273,153
(2,003,927)
2,687,370
21,658
21 %
54 %
97 %
n/a
1,275,325
(4,516,268)
1,567,664
(1,009)
53,383
812,453
1,193,613
(9,624)
4 %
-18 %
76 %
954 %
326,536
(1,191,474)
3,880,983
12,034
$
2,076,083
$
722,292
$
1,353,791
187 % $
346,755
$
375,537
108 % $
1,729,328
26 %
26 %
248 %
n/a
499 %
Operating Activities Please see “Results of Operations” for discussion of net income fluctuations. For the years ended December 31, 2023, 2022 and 2021, cash flows provided
from operations exceeded cash distributions to stockholders.
Investing Activities The changes in net cash provided from/used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans
receivable and investments in unconsolidated entities, which are summarized above in “Key Transactions.” Please refer to Notes 3 and 5 of our consolidated financial statements for
additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):
New development
Recurring capital expenditures, tenant
improvements and lease commissions
Renovations, redevelopments and other capital
improvements
Total
$
$
Year Ended
One Year Change
December 31,
2023
December 31,
2022
1,014,935
$
631,737
$
$
383,198
%
61 % $
Year Ended
December 31,
2021
417,963
$
One Year Change
Two Year Change
$
213,774
%
51 % $
$
596,972
%
143 %
199,359
198,576
783
— %
99,994
98,582
99 %
99,365
99 %
318,323
1,532,617
$
277,440
1,107,753
$
40,883
424,864
15 %
38 % $
182,594
700,551
$
94,846
407,202
52 %
58 % $
135,729
832,066
74 %
119 %
The change in new development is primarily due to the number and size of construction projects on-going during the relevant periods. Renovations, redevelopments and other
capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization.
The increase in overall development and recurring capital expenditures, tenant improvements and lease commissions is due primarily to portfolio growth and increased spending after
a contraction during the pandemic.
55
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the
issuances of common stock and dividend payments which are summarized above in “Key Transactions.” Please refer to Notes 10, 11 and 14 to our consolidated financial statements
for additional information.
In April 2022, we closed on an amended $5,200,000,000 unsecured credit facility, increasing our term loan capacity by $500,000,000. 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%. As of December 31, 2023, we have
total near-term available liquidity of approximately $6.1 billion.
Off-Balance Sheet Arrangements
At December 31, 2023, we had investments in unconsolidated entities with our ownership generally ranging from 10% to 95%. We use financial derivative instruments to hedge
interest rate and foreign currency exchange rate exposure. At December 31, 2023, we had 23 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our consolidated
financial statements for additional information.
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of December 31, 2023 (in thousands):
Contractual Obligations
Senior unsecured notes and term credit facilities:
(1)
U.S. Dollar senior unsecured notes
Canadian Dollar senior unsecured notes
Pounds Sterling senior unsecured notes
(2)
(2)
U.S. Dollar term credit facility
Canadian Dollar term credit facility
Secured debt:
(1,2)
(2)
(3)
Consolidated
Unconsolidated
Contractual interest obligations:
Senior unsecured notes and term loans
Consolidated secured debt
Unconsolidated secured debt
Finance lease liabilities
Operating lease liabilities
Purchase obligations
(2)
(2)
(4)
(4)
(5)
(2)
Total contractual obligations
Total
2024
Payments Due by Period
2025-2026
2027-2028
Thereafter
$
$
$
10,935,000
227,239
1,338,015
1,010,000
189,365
2,222,445
1,111,216
3,741,633
454,513
124,597
391,388
951,398
2,171,304
24,868,113
$
1,350,000
—
—
—
—
400,258
229,175
528,777
99,336
38,003
5,547
19,329
1,923,419
4,593,844
$
$
1,950,000
—
—
10,000
—
584,321
557,721
908,731
123,873
30,965
8,010
35,437
244,794
4,453,852
$
$
2,285,000
227,239
700,865
1,000,000
189,365
317,637
139,840
673,248
95,763
14,199
7,939
32,785
2,561
5,686,441
$
$
5,350,000
—
637,150
—
—
920,229
184,480
1,630,877
135,541
41,430
369,892
863,847
530
10,133,976
(1)
(2)
(3)
(4)
(5)
Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the Consolidated Balance Sheets.
Based on foreign currency exchange rates in effect as of balance sheet date.
Based on variable interest rates in effect as of December 31, 2023.
See Note 6 to our consolidated financial statements for additional information.
See Note 13 to our consolidated financial statements for additional information.
Capital Structure
Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default.
Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or
acquisitions. As of December 31, 2023, we were in compliance in all material respects with the covenants under our debt agreements. None of our debt agreements contain provisions
for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine
the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any
downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material
adverse impact on our consolidated results of operations, liquidity and/or financial condition.
56
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
On April 1, 2022, Welltower and Welltower OP jointly filed with the Securities and Exchange Commission (the “SEC”) an open-ended automatic or “universal” shelf registration
statement on Form S-3 (the "Shelf Form S-3") covering an indeterminate amount of future offerings of Welltower’s debt securities, common stock, preferred stock, depositary shares,
guarantees of debt securities issued by Welltower OP, warrants and units and Welltower OP’s debt securities and guarantees of debt securities issued by Welltower to replace Old
Welltower’s existing “universal” shelf registration statement filed with the SEC on May 4, 2021. On April 1, 2022, Welltower also filed with the SEC a registration statement in
connection with its enhanced dividend reinvestment plan (“DRIP”) under which it may issue up to 15,000,000 shares of common stock to replace Old Welltower’s existing DRIP
registration statement on Form S-3 filed with the SEC on May 4, 2021. On May 3, 2023, Welltower and Welltower OP filed post-effective amendment no. 1 to the Shelf Form S-3
pursuant to which Welltower OP expressly adopted the Shelf Form S-3 as its own registration statement following its statutory conversion from a corporation to a limited liability
company. As of February 9, 2024, 15,000,000 shares of common stock remained available for issuance under the DRIP registration statement. On August 1, 2023, Welltower and
Welltower OP entered into an equity distribution agreement (the “EDA”) with (i) Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon
Capital Markets, LLC, BofA Securities, Inc., BOK Financial Securities, Inc., Capital One Securities Inc., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Comerica
Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities
LLC, KeyBanc Capital Markets Inc., Loop Capital Markets LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets,
LLC, Regions Securities LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., Synovus Securities, Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells
Fargo Securities, LLC as sales agents and forward sellers and (ii) the forward purchasers named therein relating to issuances, offers and sales from time to time of up to
$4,000,000,000 aggregate amount of common stock of Welltower (together with the existing master forward sale confirmations relating thereto, the “ATM Program”). The ATM
Program also allows Welltower to enter into forward sale agreements. A s of February 9, 2024, we had $1,451,479,501 of remaining capacity under the ATM Program and there were
no outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to
repay borrowings under our unsecured revolving credit facility and commercial paper program.
In connection with the filing of the Shelf Form S-3, Welltower also filed with the SEC a prospectus supplement that will continue an offering that was previously covered by Old
Welltower's prospectus supplement and the accompanying prospectus to the prior registration statement relating to the registration of up to 475,327 shares of common stock of
Welltower Inc. (the “DownREIT II Shares”) that may be issued from time to time if, and to the extent that, certain holders of Class A units (the “DownREIT II Units”) of HCN G&L
DownREIT II LLC, a Delaware limited liability company (the “DownREIT II”), tender such DownREIT II Units for redemption by the DownREIT II, and HCN DownREIT
Member, LLC, a majority-owned indirect subsidiary of Welltower (including its permitted successors and assigns, the “Managing Member”), or a designated affiliate of the
Managing Member, elects to assume the redemption obligations of the DownREIT II and to satisfy all or a portion of the redemption consideration by issuing DownREIT II Shares to
the holders instead of or in addition to paying a cash amount. On July 22, 2022, Welltower filed with the SEC a prospectus supplement relating to the registration of up to 300,026
shares of common stock of Welltower Inc. that may be issued from time to time if, and to the extent that, certain holders of Class A Common Units (the "OP Units") of Welltower OP
tender the OP Units for redemption by Welltower OP, and Welltower Inc. elects to assume the redemption obligations of Welltower OP and to satisfy all or a portion of the
redemption consideration by issuing shares of its common stock to the holders instead of or in addition to paying a cash amount. On August 9, 2023, Welltower filed with the SEC a
prospectus supplement relating to the registration of up to 13,559,535 shares of common stock of Welltower Inc. (the "Exchanged Shares") that may, under certain circumstances, be
issuable upon exchange of 2.750% exchangeable senior notes due 2028 of Welltower OP and the resale from time to time by the recipients of the Exchanged Shares.
Supplemental Guarantor Information
Welltower OP has issued the unsecured notes described in Note 11 to our Consolidated Financial Statements. All unsecured notes are fully and unconditionally guaranteed by
Welltower, and Welltower OP is 99.765% owned by Welltower as of December 31, 2023. Effective January 4, 2021, the SEC adopted amendments to the financial disclosure
requirements applicable to registered debt offerings that include certain credit enhancements. We have adopted these new rules, which permits subsidiary issuers of obligations
guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated
subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate
consolidated financial statements of Welltower OP have not been presented. Furthermore, Welltower and Welltower OP have no material assets, liabilities, or operations other than
financing activities and their investments in non-guarantor subsidiaries. Therefore, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information
from our disclosures.
57
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Summary
Our primary sources of revenue include resident fees and services, rent, interest income and interest earned on short-term deposits. Our primary expenses include property operating
expenses, depreciation and amortization, interest expense, general and administrative expenses, and other expenses. We evaluate our business and make resource allocations on our
three business segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI
("SSNOI") and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below. Please see Non-GAAP Financial Measures for additional
information and reconciliations related to these supplemental measures.
This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year
comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
The following is a summary of our results of operations for the periods presented (dollars in thousands, except per share amounts):
Year Ended
One Year Change
Net income
NICS
FFO
EBITDA
Adjusted EBITDA
NOI
Per share data (fully diluted):
Net income attributable to common stockholders
(1)
Funds from operations attributable to common
stockholders
Interest coverage ratio
Fixed charge coverage ratio
Adjusted interest coverage ratio
Adjusted fixed charge coverage ratio
December 31,
2023
December 31,
2022
$
$
$
$
$
$
358,139
340,094
1,763,227
2,373,450
2,509,003
2,690,219
0.66
3.40
3.74x
3.44x
3.95x
3.64x
$
$
$
160,568
141,214
1,478,072
2,007,702
2,122,399
2,301,845
0.30
3.18
3.73x
3.37x
3.94x
3.56x
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
Amount
197,571
198,880
285,155
365,748
386,604
388,374
%
123 % $
141 %
19 %
18 %
18 %
17 %
Year Ended
December 31,
2021
374,479
336,138
1,220,722
1,910,611
1,913,546
1,967,553
0.36
120 % $
0.22
0.01x
0.07x
0.01x
0.08x
7 % $
— %
2 %
— %
2 %
0.78
2.86
3.89x
3.43x
3.89x
3.43x
$
$
$
One Year Change
Two Year Change
Amount
(213,911)
(194,924)
257,350
97,091
208,853
334,292
%
-57 % $
-58 %
21 %
5 %
11 %
17 %
Amount
%
(16,340)
3,956
542,505
462,839
595,457
722,666
-4 %
1 %
44 %
24 %
31 %
37 %
(0.48)
-62 % $
(0.12)
-15 %
0.32
-0.16x
-0.06x
0.05x
0.13x
11 % $
-4 %
-2 %
1 %
4 %
0.54
-0.15x
0.01x
0.06x
0.21x
19 %
-4 %
— %
2 %
6 %
The following table represents the changes in outstanding common stock for the period from January 1, 2021 to December 31, 2023 (in thousands):
December 31, 2023
Year Ended December 31,
December 31, 2022
December 31, 2021
Totals
Beginning balance
Redemption of OP Units and DownREIT Units
Option exercises
ATM Program issuances
Equity issuances
Other, net
Ending balance
Weighted average number of shares outstanding:
Basic
Diluted
490,508
336
4
53,301
20,125
(33)
564,241
515,629
518,701
447,239
5
2
43,093
—
169
490,508
462,185
465,158
417,401
—
—
29,667
—
171
447,239
424,976
426,841
417,401
341
6
126,061
20,125
307
564,241
A portion of our earnings are derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity,
senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest
rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs.
58
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Seniors Housing Operating
The following is a summary of our results of operations for the Seniors Housing Operating segment for the years presented (dollars in thousands):
Year Ended
One Year Change
December 31,
2023
December 31,
2022
$
%
Year Ended
December 31,
2021
One Year Change
Two Year Change
$
%
$
%
Revenues:
Resident fees and services
Interest income
Other income
Total revenues
Property operating expenses
NOI
(1)
Other expenses:
Depreciation and amortization
Interest expense
Loss (gain) on extinguishment of debt, net
Provision for loan losses, net
Impairment of assets
Other expenses
Income (loss) from continuing operations before income taxes and
other items
Income (loss) from unconsolidated entities
Gain (loss) on real estate dispositions, net
Income (loss) from continuing operations
Net income (loss)
Less: Net income (loss) attributable to noncontrolling interests
$
4,753,804
10,096
9,743
4,773,643
3,655,508
1,118,135
906,771
56,509
—
3,197
24,999
96,972
1,088,448
29,687
(69,835)
68,290
28,142
28,142
(6,391)
$
$
4,173,711
7,867
63,839
4,245,417
3,292,045
953,372
854,800
34,833
386
1,039
13,146
66,026
970,230
(16,858)
(53,318)
5,794
(64,382)
(64,382)
(16,258)
Net income (loss) attributable to common stockholders
$
34,533
$
(48,124)
$
See Non-GAAP Financial Measures below.
(1)
580,093
2,229
(54,096)
528,226
363,463
164,763
51,971
21,676
(386)
2,158
11,853
30,946
118,218
46,545
(16,517)
62,496
92,524
92,524
9,867
82,657
14 % $
28 %
-85 %
12 %
11 %
17 %
6 %
62 %
-100 %
208 %
90 %
47 %
12 %
276 %
-31 %
n/a
144 %
144 %
61 %
$
3,197,223
4,231
11,796
3,213,250
2,529,344
683,906
976,488
3,636
52,043
1,032,167
762,701
269,466
593,565
39,327
(2,628)
394
22,317
27,132
680,107
3,799
(39,225)
6,146
(29,280)
(29,280)
(2,224)
261,235
(4,494)
3,014
645
(9,171)
38,894
290,123
(20,657)
(14,093)
(352)
(35,102)
(35,102)
(14,034)
(21,068)
31 % $
86 %
441 %
32 %
30 %
39 %
44 %
-11 %
115 %
164 %
-41 %
143 %
43 %
-544 %
-36 %
-6 %
-120 %
-120 %
-631 %
-78 % $
1,556,581
5,865
(2,053)
1,560,393
1,126,164
434,229
313,206
17,182
2,628
2,803
2,682
69,840
408,341
25,888
(30,610)
62,144
57,422
57,422
(4,167)
61,589
49 %
139 %
-17 %
49 %
45 %
63 %
53 %
44 %
100 %
711 %
12 %
257 %
60 %
681 %
-78 %
n/a
196 %
196 %
-187 %
228 %
172 % $
(27,056)
$
Resident fees and services and property operating expenses for the year ended December 31, 2023 increased compared to the prior year primarily due to acquisitions outpacing
dispositions. Additionally, our Seniors Housing Operating revenues are dependent on occupancy and rate growth, both of which have continued to steadily increase during 2023.
Average occupancy is as follows:
Three Months Ended
(1)
2022
2023
March 31,
76.3%
79.0%
June 30,
77.1%
79.6%
September 30,
78.0%
80.7%
December 31,
78.3%
82.2%
Average occupancy includes our minority ownership share related to unconsolidated properties and excludes the minority partners' noncontrolling ownership share related to consolidated properties. Also
(1)
excludes land parcels and properties under development.
Effective on April 1, 2022, our leasehold interest relating to the master lease with National Health Investors, Inc. ("NHI") for 17 properties assumed in conjunction with the Holiday
Retirement acquisition was terminated as a result of the transition or sale of the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation
with NHI. In conjunction with the agreement, a wholly owned subsidiary and the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the
net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in connection with the lease termination, during the year ended December 31, 2022
we recognized $58,621,000 in other income on our Consolidated Statements of Comprehensive Income, from the derecognition of the right of use asset and related lease liability.
We received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic, as well as under similar programs in
the U.K. and Canada. We recognized $21,220,000 and $38,607,000 during the years ended December 31, 2023 and 2022, respectively. These grants represent a reduction to property
operating expenses in our Consolidated Statements of Comprehensive Income.
59
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a summary of our SSNOI at Welltower's share for the Seniors Housing Operating segment (dollars in thousands):
Three Months Ended
December 31, 2023
December 31, 2022
QTD Pool
SSNOI
(1)
$
236,993
$
193,149
$
Change
$
43,844
YTD Pool
Year Ended
%
December 31, 2023
December 31, 2022
22.7 %
$
788,605
$
654,320
$
Change
$
134,285
%
20.5 %
(1)
Relates to 647 properties for the QTD Pool and 556 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
During the year ended December 31, 2023, we recorded impairment charges of $14,315,000 related to four held for sale properties for which the carrying value exceeded the
estimated fair value less costs to sell and $10,684,000 related to three held for use properties for which the carrying value exceeded the estimated fair value. During the year ended
December 31, 2022, we recorded impairment charges of $13,146,000 related to one held for sale property. Transaction costs related to asset acquisitions are capitalized as a
component of the purchase price. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions and operator
transitions. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices.
Depreciation and amortization fluctuates as a result of acquisitions, disposition and transitions. To the extent we acquire or dispose of additional properties in the future, our
provision for depreciation and amortization will change accordingly.
During the year ended December 31, 2023, we completed ten Seniors Housing Operating construction conversions representing $463,644,000 or $306,846 per unit. The following
is a summary of our consolidated Seniors Housing Operating construction projects in process, excluding expansions (dollars in thousands):
(1)
Expected Conversion Year
2024
2025
(2)
TBD
Total
Properties
21
6
10
37
As of December 31, 2023
Units/Beds
$
3,389
1,423
Anticipated Remaining Funding
Construction in Progress Balance
296,186
299,647
$
$
756,968
175,867
92,752
1,025,587
(1)
(2)
Properties expected to be converted in phases over multiple years are reflected in the last expected year.
Represents projects for which a final budget or expected conversion date are not yet known.
Interest expense represents secured debt interest expense, which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency
rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of
the related secured debt.
The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (dollars in thousands):
2023
Year Ended December 31,
2022
2021
Beginning balance
Debt transferred in
Debt issued
Debt assumed
Debt extinguished
Principal payments
Foreign currency
Ending balance
Ending weighted average interest
$
$
1,701,939
—
385,115
381,837
(486,825)
(47,672)
20,654
1,955,048
4.68 %
$
$
1,599,522
32,478
113,183
288,522
(227,910)
(47,399)
(56,457)
1,701,939
4.32 %
$
$
1,706,189
—
23,569
—
(77,959)
(50,603)
(1,674)
1,599,522
2.81 %
The majority of our Seniors Housing Operating properties are formed through partnership interests. Income or loss from unconsolidated entities represents our share of net income
or losses from partnerships where we are the noncontrolling partner. Income from unconsolidated entities during the year ended December 31, 2023 includes other than temporary
impairment charges of $35,293,000, primarily related to unconsolidated management companies. Net income attributable to noncontrolling interests represents our partners’ share of
net income (loss) related to joint ventures.
60
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Triple-net
The following is a summary of our results of operations for the Triple-net segment for the years presented (dollars in thousands):
Year Ended
One Year Change
December 31,
2023
December 31,
2022
$
%
Year Ended
December 31,
2021
One Year Change
Two Year Change
$
%
$
%
Revenues:
Rental income
Interest income
Other income
Total revenues
Property operating expenses
NOI
(1)
Other expenses:
Depreciation and amortization
Interest expense
Loss (gain) on derivatives and financial instruments, net
Loss (gain) on extinguishment of debt, net
Provision for loan losses, net
Impairment of assets
Other expenses
Income (loss) from continuing operations before income taxes and
other items
Income (loss) from unconsolidated entities
Gain (loss) on real estate dispositions, net
Income (loss) from continuing operations
Net income (loss)
Less: Net income (loss) attributable to noncontrolling interests
$
$
814,751
157,592
70,986
1,043,329
42,194
1,001,135
231,028
(65)
(2,120)
—
6,348
11,098
5,060
251,349
749,786
16,700
259
766,745
766,745
23,698
$
782,329
142,402
6,776
931,507
44,483
887,024
215,887
963
8,334
80
9,289
3,595
13,043
251,191
635,833
34,495
16,648
686,976
686,976
28,958
Net income (loss) attributable to common stockholders
$
743,047
$
658,018
$
(1)
See Non-GAAP Financial Measures below.
32,422
15,190
64,210
111,822
(2,289)
114,111
15,141
(1,028)
(10,454)
(80)
(2,941)
7,503
(7,983)
158
113,953
(17,795)
(16,389)
79,769
79,769
(5,260)
85,029
4 % $
11 %
948 %
12 %
-5 %
13 %
7 %
-107 %
-125 %
-100 %
-32 %
209 %
-61 %
— %
18 %
-52 %
-98 %
12 %
12 %
-18 %
$
761,441
124,540
4,603
890,584
49,462
841,122
220,699
6,376
(7,333)
—
10,339
26,579
4,189
260,849
580,273
20,687
135,881
736,841
736,841
35,653
13 % $
701,188
$
20,888
17,862
2,173
40,923
(4,979)
45,902
(4,812)
(5,413)
15,667
80
(1,050)
(22,984)
8,854
(9,658)
55,560
13,808
(119,233)
(49,865)
(49,865)
(6,695)
(43,170)
3 % $
14 %
47 %
5 %
-10 %
5 %
-2 %
-85 %
214 %
n/a
-10 %
-86 %
211 %
-4 %
10 %
67 %
-88 %
-7 %
-7 %
-19 %
-6 % $
53,310
33,052
66,383
152,745
(7,268)
160,013
10,329
(6,441)
5,213
—
(3,991)
(15,481)
871
(9,500)
169,513
(3,987)
(135,622)
29,904
29,904
(11,955)
41,859
7 %
27 %
n/a
17 %
-15 %
19 %
5 %
-101 %
71 %
n/a
-39 %
-58 %
21 %
-4 %
29 %
-19 %
-100 %
4 %
4 %
-34 %
6 %
Rental income has increased primarily due to acquisitions and annual rent increases. Certain of our leases contain annual rental escalators that are contingent upon changes in the
Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental
income is recorded based on the contractual cash rental payments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a
portion of our revenues may not continue to increase. For the year ended December 31, 2023, we had 87 leases with rental rate increases ranging from 0.58% to 549.38% in our
Triple-net portfolio.
These increases are partially offset by the write off of straight-line rent receivable balances of $16,642,000 during the year ended December 31, 2023, which relate to leases for
which the collection of substantially all contractual lease payments was no longer deemed probable.
The increase in interest income during the year ended December 31, 2023 is primarily driven by increased advances on loans receivable during the year.
As part of the substantial exit of the Genesis HealthCare operating relationship, which we disclosed on March 2, 2021, we transitioned the sublease of a portfolio of seven facilities
from Genesis HealthCare to Complete Care Management in the second quarter of 2021. As part of the March 2021 transaction, we entered into a forward sale agreement for the seven
properties valued at $182,618,000, which was expected to close when the Welltower-held purchase option became exercisable. As of March 31, 2023, the right of use assets related to
the properties were $115,359,000 and were reflected as held for sale with the corresponding lease liabilities of $66,530,000 on our Consolidated Balance Sheet. On May 1, 2023, we
executed a series of transactions that included the assignment of the leasehold interest to a newly formed tri-party unconsolidated joint venture with Aurora Health Network, Peace
Capital (an affiliate of Complete Care Management) and us, and culminated with the closing of the purchase option by the joint venture. The transactions resulted in net cash proceeds
to us of $104,240,000 after our retained interest of $11,571,000 in the joint venture and a gain from the loss of control and derecognition of the leasehold interest of $65,485,000,
which we recorded in other income within our Consolidated Statements of Comprehensive Income during the year ended December 31, 2023.
61
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a summary of our SSNOI at Welltower's share for the Triple-net segment (dollars in thousands):
Three Months Ended
Change
Year Ended
Change
QTD Pool
YTD Pool
SSNOI
(1)
December 31, 2023
110,219
$
December 31, 2022
107,627
$
$
$
2,592
%
2.4 %
December 31, 2023
436,238
$
December 31, 2022
426,557
$
$
$
9,681
%
2.3 %
(1)
Relates to 364 properties for the QTD Pool and 364 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
Depreciation and amortization fluctuates as a result of the acquisitions, dispositions and segment transitions of Triple-net properties. To the extent we acquire or dispose of
additional properties in the future, our provision for depreciation and amortization will change accordingly.
During the year ended December 31, 2023, we recorded impairment charges of $1,086,000 for one held for sale property for which the carrying value exceeded the estimated fair
value less costs to sell and $10,012,000 related to two held for use properties for which the carrying value exceeded the estimated fair value. During the year ended December 31,
2022, we recorded impairment charges of $3,595,000 related to two held for use properties. Transaction costs related to asset acquisitions are capitalized as a component of purchase
price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions. Changes in the gain on sales of properties are
related to the volume and timing of property sales and the sales prices.
During the year ended December 31, 2023, there was one Triple-net construction project completed representing $141,142,000 or $738,963 per unit.
Interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment
transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The following is a summary of our Triple-net secured debt principal activity for the
periods presented (dollars in thousands):
Beginning balance
Debt assumed
Debt extinguished
Debt transferred out
Principal payments
Foreign currency
Ending balance
Ending weighted average interest
$
$
2023
Year Ended December 31,
2022
2021
$
$
39,179
—
—
—
(919)
—
38,260
4.39 %
$
$
72,536
39,574
(39,574)
(32,478)
(879)
—
39,179
4.39 %
123,652
—
(46,402)
—
(4,679)
(35)
72,536
4.57 %
Loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market of the equity warrants received as part of the HC-One transactions that
closed in 2021 and 2023.
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.
62
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Outpatient Medical
The following is a summary of our results of operations for the Outpatient Medical segment for the periods presented (dollars in thousands):
Year Ended
One Year Change
December 31,
2023
December 31,
2022
$
%
Year Ended
December 31,
2021
One Year Change
Two Year Change
$
%
$
%
Revenues:
Rental income
Interest income
Other income
Total revenues
Property operating expenses
(1)
NOI
Other expenses:
Depreciation and amortization
Interest expense
Loss (gain) on extinguishment of debt, net
Provision for loan losses, net
Impairment of assets
Other expenses
Income (loss) from continuing operations before income taxes and
other item
Income (loss) from unconsolidated entities
Gain (loss) on real estate dispositions, net
Income (loss) from continuing operations
Net income (loss)
Less: Net income (loss) attributable to noncontrolling interests
$
$
741,322
666
9,167
751,155
231,956
519,199
263,302
10,543
7
264
—
2,289
276,405
242,794
(307)
(651)
241,836
241,836
1,910
$
669,457
302
8,998
678,757
205,997
472,760
239,681
18,078
15
(8)
761
2,537
261,064
211,696
(2,467)
(6,399)
202,830
202,830
7,180
Net income (loss) attributable to common stockholders
$
239,926
$
195,650
$
71,865
364
169
72,398
25,959
46,439
23,621
(7,535)
(8)
272
(761)
(248)
15,341
31,098
2,160
5,748
39,006
39,006
(5,270)
44,276
11 % $
121 %
2 %
11 %
13 %
10 %
10 %
-42 %
-53 %
n/a
-100 %
-10 %
6 %
15 %
88 %
90 %
19 %
19 %
-73 %
$
613,254
8,792
13,243
635,289
186,939
448,350
223,302
17,506
(4)
(3,463)
2,211
2,523
242,075
206,275
(4,395)
93,348
295,228
295,228
4,916
23 % $
290,312
$
56,203
(8,490)
(4,245)
43,468
19,058
24,410
16,379
572
19
3,455
(1,450)
14
18,989
5,421
1,928
(99,747)
(92,398)
(92,398)
2,264
(94,662)
9 % $
-97 %
-32 %
7 %
10 %
5 %
7 %
3 %
475 %
100 %
-66 %
1 %
8 %
3 %
44 %
-107 %
-31 %
-31 %
46 %
-33 % $
128,068
(8,126)
(4,076)
115,866
45,017
70,849
40,000
(6,963)
11
3,727
(2,211)
(234)
34,330
36,519
4,088
(93,999)
(53,392)
(53,392)
(3,006)
(50,386)
21 %
-92 %
-31 %
18 %
24 %
16 %
18 %
-40 %
275 %
108 %
-100 %
-9 %
14 %
18 %
93 %
-101 %
-18 %
-18 %
-61 %
-17 %
(1)
See Non-GAAP Financial Measures below.
Rental income has increased due primarily to acquisitions and construction conversions that occurred during 2022 and 2023. Certain of our leases contain annual rental escalators
that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the
contractual cash rental payments due for the period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Our leases could renew
above or below current rental rates, resulting in an increase or decrease in rental income. For the year ended December 31, 2023, our consolidated Outpatient Medical portfolio
signed 512,694 square feet of new leases and 2,255,492 square feet of renewals. The weighted-average term of these leases was seven years, with a rate of $37.52 per square foot and
tenant improvement and lease commission costs of $28.00 per square foot. Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging
from 1.0% to 28.0%.
The fluctuation in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions that occurred during 2022
and 2023. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.
The following is a summary of our SSNOI at Welltower share for the Outpatient Medical segment (dollars in thousands):
Three Months Ended
Change
Year Ended
Change
QTD Pool
YTD Pool
SSNOI
(1)
December 31, 2023
119,706
$
December 31, 2022
115,180
$
$
4,526
$
%
3.9 %
December 31, 2023
451,959
$
December 31, 2022
441,664
$
$
10,295
$
%
2.3 %
(1)
Relates to 377 properties for the QTD Pool and 366 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
During the year ended December 31, 2023, no impairment charge was recorded. During the year ended December 31, 2022, we recognized an impairment charge of $761,000
related to one held for use property. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due
to noncapitalizable transaction costs. Changes in gains/losses on sales of properties are related to volume of property sales and the sales prices.
63
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
During the year ended December 31, 2023, we completed four Outpatient Medical construction conversions representing $190,770,000 or $582 per square foot. The following is a
summary of our consolidated Outpatient Medical construction projects in process, excluding expansions (dollars in thousands):
Expected Conversion Year
2024
2025
(1)
TBD
Total
As of December 31, 2023
Properties
Square Feet
Anticipated Remaining Funding
Construction in Progress Balance
788,925
149,290
$
10
2
1
13
277,333
93,663
$
$
174,476
7,249
33,369
215,094
(1)
Represents projects for which a final budget or expected conversion date are not yet known.
Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions,
extinguishments and principal amortizations. The following is a summary of our Outpatient Medical secured debt principal activity (dollars in thousands):
2023
Year Ended December 31,
2022
2021
Beginning balance
Debt assumed
Debt extinguished
Principal payments
Ending balance
Ending weighted average interest
$
$
388,836
46,741 —
(200,955)
(5,485)
229,137
5.42 %
$
$
530,254
—
(131,582)
(9,836)
388,836
4.38 %
$
$
548,229
—
(7,670)
(10,305)
530,254
3.49 %
A portion of our Outpatient Medical properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from
partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those
partnerships where we are the controlling partner.
Non-Segment/Corporate
The following is a summary of our results of operations for the Non-Segment/Corporate activities for the periods presented (dollars in thousands):
Year Ended
One Year Change
December 31,
2023
December 31,
2022
$
%
Year Ended
December 31,
2021
One Year Change
Two Year Change
$
%
$
%
Revenues:
Other income
Total revenues
Property operating expenses
NOI
(1)
Other expenses:
Interest expense
General and administrative expenses
Loss (gain) on extinguishments of debt, net
Other expenses
Total expenses
Loss from continuing operations before income taxes and other items
Income tax (expense) benefit
Loss from continuing operations
Net income (loss)
Less: Net income (loss) attributable to noncontrolling interests
$
69,868
$
4,934
$
69,868
18,118
51,750
540,859
179,091
—
4,020
723,970
(672,220)
(6,364)
(678,584)
(678,584)
(1,172)
4,934
16,245
(11,311)
475,645
150,390
199
20,064
646,298
(657,609)
(7,247)
(664,856)
(664,856)
(526)
Net loss attributable to common stockholders
$
(677,412)
$
(664,330)
$
(1)
See Non-GAAP Financial Measures below.
64,934
64,934
1,873
63,061
65,214
28,701
(199)
(16,044)
77,672
(14,611)
883
(13,728)
(13,728)
(646)
(13,082)
64
n/a
$
n/a
12 %
558 %
14 %
19 %
-100 %
-80 %
12 %
-2 %
12 %
-2 %
-2 %
-123 %
$
2,992
2,992
8,817
(5,825)
426,644
126,727
52,506
7,895
613,772
(619,597)
(8,713)
(628,310)
(628,310)
(4)
-2 % $
(628,306)
$
1,942
1,942
7,428
(5,486)
49,001
23,663
(52,307)
12,169
32,526
(38,012)
1,466
(36,546)
(36,546)
(522)
(36,024)
65 % $
65 %
84 %
-94 %
11 %
19 %
-100 %
154 %
5 %
-6 %
17 %
-6 %
-6 %
n/a
-6 % $
66,876
66,876
9,301
57,575
114,215
52,364
(52,506)
(3,875)
110,198
(52,623)
2,349
(50,274)
(50,274)
(1,168)
(49,106)
n/a
n/a
105 %
988 %
27 %
41 %
-100 %
-49 %
18 %
-8 %
27 %
-8 %
-8 %
n/a
-8 %
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The increase in other income for the year ended December 31, 2023 is primarily due to interest earned on deposits. Property operating expenses represent insurance costs related to
our captive insurance company, which acts as a direct insurer of property level insurance coverage for our portfolio.
The following is a summary of our Non-Segment/Corporate interest expense for the periods presented (dollars in thousands):
Senior unsecured notes
Unsecured credit facility and commercial paper
program
Loan expense
Totals
$
$
Year Ended
One Year Change
December 31,
2023
December 31,
2022
$
%
Year Ended
December 31,
2021
508,681
$
436,185
$
72,496
17 % $
401,247
$
6,977
25,201
540,859
$
19,576
19,884
475,645
$
(12,599)
5,317
65,214
-64 %
27 %
14 % $
6,759
18,638
426,644
$
One Year Change
Two Year Change
$
34,938
12,817
1,246
49,001
%
9 % $
190 %
7 %
11 % $
$
107,434
218
6,563
114,215
%
27 %
3 %
35 %
27 %
The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related
hedge activity. Please refer to Note 11 to the consolidated financial statements for additional information. The change in interest expense on our unsecured revolving credit facility
and commercial paper program is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 10 of our consolidated
financial statements for additional information regarding our unsecured revolving credit facility and commercial paper program. Loan expenses represent the amortization of costs
incurred in connection with senior unsecured notes issuances.
General and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2023, 2022 and 2021 were 2.70%, 2.57% and 2.67%,
respectively. The increase during the year ended December 31, 2023 is primarily driven by compensation costs associated with increased employee headcount. Other expenses
includes non-capitalizable legal expenses, including related to our umbrella partnership REIT reorganization during 2022. The provision for income taxes primarily relates to state
taxes, foreign taxes and taxes based on income generated by entities that are structured as taxable REIT subsidiaries.
Other
Non-GAAP Financial Measures
We believe that net income and net income attributable to common stockholders, as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we
consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in
accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since
real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate
companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created funds from operations
attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as
defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairment of depreciable assets, plus
depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.
NOI is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property
operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related
payroll and benefits, property management fees paid to managers, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and
administrative expenses represent general overhead costs that are unrelated to property operations and unallocable to the properties. These expenses include, but are not limited to,
payroll and benefits related to corporate employees, professional services, office expenses and depreciation of corporate fixed assets. Same store NOI (“SSNOI”) is used to evaluate
the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. We believe the drivers of property level NOI
for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property ("Welltower
Share"). To arrive at Welltower's Share, NOI is adjusted by adding our minority ownership share related to unconsolidated properties and by subtracting the minority partners'
noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to
be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. As used herein, same store is
generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in
SSNOI five full quarters or eight full quarters after acquisition or being placed into service for the QTD Pool and the YTD Pool, respectively. Land parcels, loans and sub-leases, as
well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI. Redeveloped properties (including major refurbishments of a Seniors
Housing Operating property
65
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded
from SSNOI until five full quarters or eight full quarters post completion of the redevelopment for the QTD Pool and YTD Pool, respectively. Properties undergoing operator
transitions and/or segment transitions are also excluded from SSNOI until five full quarters or eight full quarters post completion of the transition for the QTD Pool and YTD Pool,
respectively. In addition, properties significantly impacted by force majeure, acts of God, or other extraordinary adverse events are excluded from SSNOI until five full quarters or
eight full quarters after the properties are placed back into service for the QTD Pool and YTD Pool, respectively. SSNOI excludes non-cash NOI and includes adjustments to present
consistent ownership percentages and to translate Canadian properties and U.K. properties using a consistent exchange rate. We believe NOI and SSNOI provide investors relevant
and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions
about resource allocations and to assess the property level performance of our properties.
EBITDA is defined as earnings (net income) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and
including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/loss/impairments on properties, gains/losses on
derivatives and financial instruments, other expenses, other impairment charges and other adjustments as deemed appropriate. We believe that EBITDA and Adjusted EBITDA, along
with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. We primarily use these
measures to determine our interest coverage ratio, which represents EBITDA and Adjusted EBITDA divided by total interest, and our fixed charge coverage ratio, which represents
EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest and secured debt principal amortization. Covenants in our unsecured senior notes and
primary credit facility contain financial ratios based on a definition of EBITDA and Adjusted EBITDA that is specific to those agreements. Our leverage ratios are defined as the
proportion of net debt to total capitalization and include book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net
debt (defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests.
Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization
adjusted for the fair market value of our common stock.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation,
comparison, rating and investment recommendations of companies. Management uses these financial measures to facilitate internal and external comparisons to our historical
operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management. None of our supplemental measures
represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of
profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or
other companies.
The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and
unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and impairment of assets. Amounts are
in thousands except for per share data.
FFO Reconciliation:
Net income attributable to common stockholders
Depreciation and amortization
Impairment of assets
Loss (gain) on real estate dispositions, net
Noncontrolling interests
Unconsolidated entities
Funds from operations attributable to common stockholders
Average diluted shares outstanding:
Per diluted share data:
Net income attributable to common stockholders
Funds from operations attributable to common stockholders
(1)
(1) Includes adjustment to the numerator for income (loss) attributable to OP Unitholders.
$
$
$
$
66
2023
Year Ended December 31,
2022
2021
340,094
1,401,101
36,097
(67,898)
(46,393)
100,226
1,763,227
518,701
0.66
3.40
$
$
$
$
141,214
1,310,368
17,502
(16,043)
(56,529)
81,560
1,478,072
465,158
0.30
3.18
$
$
$
$
336,138
1,037,566
51,107
(235,375)
(54,190)
85,476
1,220,722
426,841
0.78
2.86
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The tables below reflects the reconciliation of consolidated NOI to net income, the most directly comparable U.S. GAAP measure, for the years presented (dollars in thousands):
NOI Reconciliation:
Net income (loss)
Loss (gain) on real estate dispositions, net
Loss (income) from unconsolidated entities
Income tax expense (benefit)
Other expenses
Impairment of assets
Provision for loan losses, net
Loss (gain) on extinguishment of debt, net
Loss (gain) on derivatives and financial instruments, net
General and administrative expenses
Depreciation and amortization
Interest expense
Consolidated net operating income (NOI)
NOI by segment:
Seniors Housing Operating
Triple-net
Outpatient Medical
Non-segment/corporate
Total NOI
2023
Year Ended December 31,
2022
2021
358,139
(67,898)
53,442
6,364
108,341
36,097
9,809
7
(2,120)
179,091
1,401,101
607,846
2,690,219
1,118,135
1,001,135
519,199
51,750
2,690,219
$
$
$
$
160,568
(16,043)
21,290
7,247
101,670
17,502
10,320
680
8,334
150,390
1,310,368
529,519
2,301,845
953,372
887,024
472,760
(11,311)
2,301,845
$
$
$
$
374,479
(235,375)
22,933
8,713
41,739
51,107
7,270
49,874
(7,333)
126,727
1,037,566
489,853
1,967,553
683,906
841,122
448,350
(5,825)
1,967,553
$
$
$
$
Quarterly NOI
by Segment:
(in thousands)
Seniors Housing
Operating:
Total revenues
Property
operating
expenses
Consolidated
NOI
Triple-net:
Total revenues
Property
operating
expenses
Consolidated
NOI
Outpatient
Medical:
Total revenues
Property
operating
expenses
Consolidated
NOI
Corporate:
Total revenues
Property
operating
expenses
Consolidated
NOI
March 31,
June 30,
September 30,
December 31,
Three Months Ended
Year Ended
December 31,
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
$
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
883,784
789,928
252,897
$
206,684
238,065
$
235,163
11,723
11,211
226,342
$
223,952
184,831
$
163,323
58,365
49,915
126,466
$
113,408
1,152
$
606
3,881
2,615
(2,729)
$
(2,009)
$
$
$
$
$
$
$
885,187
279,252
302,128
10,598
291,530
186,192
58,697
127,495
12,719
4,190
8,529
$
$
$
$
$
$
$
789,299
281,911
234,360
11,491
222,869
166,322
50,648
115,674
644
2,645
(2,001)
$
$
$
$
$
$
$
918,990
284,909
236,322
10,044
226,278
191,958
62,204
129,754
29,834
4,035
25,799
$
$
$
$
$
$
$
67
841,914
230,686
228,819
11,495
217,324
172,178
52,921
119,257
247
5,850
(5,603)
$
$
$
$
$
$
$
967,547
301,077
266,814
9,829
256,985
188,174
52,690
135,484
26,163
6,012
20,151
$
$
$
$
$
$
$
870,904
3,655,508
234,091
$
1,118,135
233,165
$
1,043,329
10,286
42,194
222,879
$
1,001,135
176,934
$
751,155
52,513
124,421
3,437
5,135
(1,698)
231,956
519,199
69,868
18,118
51,750
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
4,245,417
3,292,045
953,372
931,507
44,483
887,024
678,757
205,997
472,760
4,934
16,245
(11,311)
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI:
SSNOI Property Reconciliations:
Seniors Housing
Operating
(1)
Consolidated properties
Unconsolidated properties
Total properties
Recent acquisitions/development
conversions
Under development
Under redevelopment
Current held for sale
Land parcels, loans and subleases
Transitions
Other
(4)
(2)
(3)
Same store properties
918
82
1,000
(78)
(32)
(5)
(37)
(19)
(168)
(14)
647
QTD Pool
Triple-net
614
39
653
(74)
—
(4)
(40)
(5)
(162)
(4)
364
Outpatient
Medical
Total
Seniors Housing
Operating
369
78
447
(42)
(11)
(2)
(4)
(8)
—
(3)
377
1,901
199
2,100
(194)
(43)
(11)
(81)
(32)
(330)
(21)
1,388
918
82
1,000
(169)
(32)
(5)
(37)
(19)
(168)
(14)
556
YTD Pool
Triple-net
614
39
653
(74)
—
(4)
(40)
(5)
(162)
(4)
364
Outpatient
Medical
Total
369
78
447
(53)
(11)
(2)
(4)
(8)
—
(3)
366
1,901
199
2,100
(296)
(43)
(11)
(81)
(32)
(330)
(21)
1,286
(1)
Acquisitions and development conversions will enter the QTD Pool five full quarters and the YTD Pool eight full quarters after acquisition or certificate of occupancy.
(2)
Redevelopment properties will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters of operations post redevelopment completion.
(3)
Transitioned properties will enter the QTD Pool after five full quarters and the YTD Pool after eight full quarters of operations with the new operator in place or under the new structure.
(4)
Represents properties that are either closed or being closed.
68
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools (dollars in thousands):
QTD Pool
Three Months Ended
YTD Pool
Twelve Months Ended
SSNOI Reconciliations:
December 31, 2023
December 31, 2022
December 31, 2023
December 31, 2022
Seniors Housing Operating:
Consolidated NOI
NOI attributable to unconsolidated investments
NOI attributable to noncontrolling interests
NOI attributable to non-same store properties
Non-cash NOI attributable to same store properties
Currency and ownership adjustments
(1)
SSNOI at Welltower Share
Triple-net:
Consolidated NOI
NOI attributable to unconsolidated investments
NOI attributable to noncontrolling interests
NOI attributable to non-same store properties
Non-cash NOI attributable to same store properties
Currency and ownership adjustments
(1)
SSNOI at Welltower Share
Outpatient Medical:
Consolidated NOI
NOI attributable to unconsolidated investments
NOI attributable to noncontrolling interests
NOI attributable to non-same store properties
Non-cash NOI attributable to same store properties
Currency and ownership adjustments
(1)
SSNOI at Welltower Share
SSNOI at Welltower Share:
Seniors Housing Operating
Triple-net
Outpatient Medical
Total
$
$
301,077
20,488
(15,976)
(67,994)
(186)
(416)
236,993
256,985
5,711
(8,031)
(138,314)
(5,551)
(581)
110,219
135,484
4,586
(2,308)
(12,799)
(5,262)
5
119,706
236,993
110,219
119,706
466,918
$
$
234,091
11,291
(16,718)
(35,860)
(1,064)
1,409
193,149
222,879
8,947
(9,555)
(104,199)
(10,800)
355
107,627
124,421
4,712
(5,576)
(5,700)
(5,369)
2,692
115,180
193,149
107,627
115,180
415,956
$
$
$
1,118,135
65,281
(63,867)
(330,696)
(89)
(159)
788,605
1,001,135
27,574
(31,373)
(518,519)
(39,949)
(2,630)
436,238
519,199
18,925
(15,400)
(60,144)
(16,566)
5,945
451,959
788,605
436,238
451,959
1,676,802
$
953,372
47,190
(122,874)
(223,436)
(1,374)
1,442
654,320
887,024
29,516
(41,099)
(404,629)
(42,090)
(2,165)
426,557
472,760
19,233
(22,089)
(25,343)
(14,831)
11,934
441,664
654,320
426,557
441,664
1,522,541
(1)
Includes adjustments to reflect consistent property ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.37 and to translate U.K. properties at a GBP/USD rate of 1.20.
69
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below reflects the reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars
are in thousands.
Adjusted EBITDA Reconciliation:
Net income (loss)
Interest expense
Income tax expense (benefit)
Depreciation and amortization
EBITDA
Loss (income) from unconsolidated entities
Stock-based compensation expense
Loss (gain) on extinguishment of debt, net
Loss (gain) on real estate dispositions, net
Impairment of assets
Provision for loan losses, net
Loss (gain) on derivatives and financial instruments, net
Other expenses
Lease termination and leasehold interest adjustment
Casualty losses, net of recoveries
Other impairment, net
(2)
(1)
Adjusted EBITDA
Adjusted Interest Coverage Ratio:
Interest expense
Capitalized interest
Non-cash interest expense
Total interest
EBITDA
Interest coverage ratio
Adjusted EBITDA
Adjusted interest coverage ratio
Adjusted Fixed Charge Coverage Ratio:
Total interest
Secured debt principal payments
Total fixed charges
EBITDA
Fixed charge coverage ratio
Adjusted EBITDA
Adjusted fixed charge coverage ratio
$
$
$
$
$
$
$
$
2023
Year Ended December 31,
2022
2021
358,139
607,846
6,364
1,401,101
2,373,450
53,442
36,611
7
(67,898)
36,097
9,809
(2,120)
108,341
(65,485)
10,107
16,642
2,509,003
607,846
50,699
(23,494)
635,051
2,373,450
3.74x
2,509,003
3.95x
635,051
54,076
689,127
2,373,450
3.44x
2,509,003
3.64x
$
$
$
$
$
$
$
$
160,568
529,519
7,247
1,310,368
2,007,702
21,290
26,027
680
(16,043)
17,502
10,320
8,334
101,670
(64,854)
10,391
(620)
2,122,399
529,519
30,491
(21,754)
538,256
2,007,702
3.73x
2,122,399
3.94x
538,256
58,114
596,370
2,007,702
3.37x
2,122,399
3.56x
$
$
$
$
$
$
$
$
374,479
489,853
8,713
1,037,566
1,910,611
22,933
16,933
49,874
(235,375)
51,107
7,270
(7,333)
41,739
760
5,786
49,241
1,913,546
489,853
19,352
(17,506)
491,699
1,910,611
3.89x
1,913,546
3.89x
491,699
65,587
557,286
1,910,611
3.43x
1,913,546
3.43x
(1)
(2)
Primarily relates to the derecognition of leasehold interests and the gain recognized in other income.
Represents the write off or recovery of straight-line rent receivables balances relating to leases placed on cash recognition.
70
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our leverage ratios include book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total
long-term debt excluding operating lease liabilities less cash and cash equivalents and restricted cash), total equity and redeemable noncontrolling interests. Undepreciated book
capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market
value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization. The table below reflects the reconciliation of our leverage ratios to our
balance sheets for the periods presented. Amounts are in thousands, except share price.
Book capitalization:
Unsecured credit facility and commercial paper
Long-term debt obligations
Cash and cash equivalents and restricted cash
Total net debt
Total equity and noncontrolling interests
Book capitalization
(2)
(1)
Net debt to book capitalization ratio
Undepreciated book capitalization:
Total net debt
Accumulated depreciation and amortization
(2)
Total equity and noncontrolling interests
Undepreciated book capitalization
Net debt to undepreciated book capitalization ratio
Market capitalization:
Common shares outstanding
Period end share price
Common equity market capitalization
Total net debt
Noncontrolling interests
Market capitalization:
(2)
Net debt to market capitalization ratio
2023
Year Ended December 31,
2022
2021
$
$
$
$
$
$
$
—
15,815,226
(2,076,083)
13,739,143
26,371,727
40,110,870
34.3 %
13,739,143
9,274,814
26,371,727
49,385,684
27.8 %
564,241
90.17
50,877,611
13,739,143
967,351
65,584,105
$
$
$
$
$
$
$
—
14,661,552
(722,292)
13,939,260
21,393,996
35,333,256
39.5 %
13,939,260
8,075,733
21,393,996
43,408,989
32.1 %
490,509
65.55
32,152,865
13,939,260
1,099,182
47,191,307
$
$
$
$
$
$
$
324,935
13,917,702
(346,755)
13,895,882
18,997,873
32,893,755
42.2 %
13,895,882
6,910,114
18,997,873
39,803,869
34.9 %
447,239
85.77
38,359,689
13,895,882
1,361,872
53,617,443
20.9 %
29.5 %
25.9 %
(1)
Amounts include senior unsecured notes, secured debt and lease liabilities related to finance leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to the ASC 842 adoption are
excluded.
(2)
Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting
estimate or assumption critical if:
•
•
the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility
of such matters to change; and
the impact of the estimates and assumptions on financial condition or operating performance is material.
Management has discussed the development and selection of its critical accounting policies and estimates with the Audit Committee of the Board of Directors. Management
believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to
change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual
experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a
material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our consolidated financial statements for further
information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet
adopted by us.
71
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following table presents information about our critical accounting policies and estimates:
Nature of Critical
Accounting Estimate
Impairment of Real Property Owned and Investments in Unconsolidated Entities
Assessing impairment of real property owned and investments in unconsolidated
entities involves subjectivity in determining if indicators of impairment are present
and in estimating the future undiscounted cash flows or estimated fair value of an
asset. This evaluation of indicators of impairment is dependent on a number of
factors including when there is an event or adverse change in the operating
performance of the property, or a change in management's intent to hold and operate
the property. If an indicator of impairment of the property is identified, management
estimates whether the carrying value is recoverable using observable and
unobservable inputs such as historical and forecasted cash flows and estimated
capitalization rates, all of which are affected by our expectations of future market or
economic conditions. These inputs can have a significant impact on the
undiscounted cash flows.
The evaluation of indicators of impairment of investments in unconsolidated
entities is dependent on a number of factors including the performance of each
investment, a change in market conditions or a change in management's investment
strategy. When required, we estimate the fair value of an investment and assess
whether any impairment is other than temporary using observable and unobservable
inputs such as historical and forecasted cash flows and estimated capitalization
rates. These inputs can have a significant impact on the calculation of the fair value
of the investment.
Assumptions/Approach
Used
Quarterly, we review our real property owned on a property by property basis to determine if
facts and circumstances suggest the property may be impaired. These indicators may include
expected operational performance, the tenant's ability to make rent payments, a change in
management's intent to hold and operate the property and changes in the market that may
permanently reduce the value of the property. If indicators of impairment exist, an undiscounted
cash flow analysis will be prepared to determine if the value of the property will be recoverable.
If the estimated undiscounted cash flows indicate that the carrying value of the property will not
be recoverable, the carrying value of the property is reduce to its estimated fair value and an
impairment charge is recognized for the difference between the carrying value and the fair value.
This analysis requires us to use judgment in determining whether indicators of impairment exist
and to estimate the expected future undiscounted cash flows or estimated fair values of the
property. Properties that meet the held for sale criteria are recorded at the lesser of the fair value
less costs to sell or carrying value.
We also evaluate investments in unconsolidated entities for indicators of impairment and,
when present, record impairment charges based upon a comparison of the estimated fair value of
the equity method investment to its carrying value if the decline in the estimated fair value of
such an investment below its carrying value is other-than-temporary.
At December 31, 2023, our net real property owned was approximately $37,063,357,000 and
investments in unconsolidated entities totaled $1,636,531,000. During the year ended December
31, 2023, we recorded impairment charges of $15,401,000 related to two Seniors Housing
Operating properties and one Triple-net property which were classified as held for sale for which
the carrying values exceeded the fair values less costs to sell. Additionally, we recorded
$20,696,000 of impairment charges related to three Seniors Housing Operating properties and
two Triple-net properties that were held for use in which the carrying values exceeded the
estimated fair values. We recorded $35,293,000 of impairment losses related to investments in
unconsolidated entities.
72
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Real Estate Acquisitions
We believe that substantially all of our real estate acquisitions are considered asset
acquisitions for which we record the related real estate acquired (tangible assets and
identifiable intangible assets and liabilities) at cost on a relative fair value basis.
Liabilities assumed and any associated noncontrolling interests are reflected at fair
value. Tangible assets consist primarily of land, building and improvements. Identifiable
intangible assets and liabilities primarily consist of the above or below market
component of in-place leases and the value of in-place leases. The total amount of other
intangible assets acquired is further allocated to in-place lease values and customer
relationship values based on management's evaluation of the specific characteristics of
each tenant's lease and our overall relationship with respect to that tenant.
The allocation of the purchase price to the related real estate acquired (tangible assets and
intangible assets and liabilities) are based on a relative fair value analysis. In determining
the fair values that drive such analysis, we estimate the fair value of each component of the
real estate acquired which generally includes land, buildings and improvements, the above
or below market component of in-place leases and the value of in-place leases using a
number of sources including independent appraisals, our own analysis of recently acquired
or developed and existing comparable properties in our portfolio and other market data.
Significant assumptions used to determine such fair values include comparable land sales,
capitalization rates, discount rates, market rental rates and property operating data, all of
which can be impacted by expectations about future market or economic conditions. Our
estimates of the values of these components affect the amount of depreciation and
amortization we record over the estimated useful life of the property or the term of the lease.
During the year ended December 31, 2023, we disbursed $3,558,266,000 of cash related
to real estate acquisitions. These transactions were accounted for as asset acquisitions and
the purchase price of each was allocated based on the relative fair values of the assets
acquired and liabilities assumed.
73
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Nature of Critical
Accounting Estimate
Principles of Consolidation
The consolidated financial statements include our accounts, the accounts of our
wholly owned subsidiaries, and the accounts of joint venture entities in which we
own a majority voting interest with the ability to control operations and where no
substantive participating rights or substantive kick out rights have been granted to
the noncontrolling interests. In addition, we consolidate those entities deemed to be
variable interest entities (“VIEs”) in which we are determined to be the primary
beneficiary. All material intercompany transactions and balances have been
eliminated in consolidation.
Allowance for Credit Losses on Loans Receivable
The allowance for credit losses is maintained at a level believed adequate to absorb
potential losses in our loans receivable. The determination of the credit allowance is
based on a quarterly evaluation of all outstanding loans, including general economic
conditions and estimated collectability of loan payments.
Assumptions/Approach
Used
We make judgments about which entities are VIEs based on an assessment of whether (i) the
equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity
investment at risk is insufficient to finance that entity’s activities without additional
subordinated financial support. We make judgments with respect to our level of influence or
control of an entity and whether we are (or are not) the primary beneficiary of a VIE.
Consideration of various factors include, but is not limited to, our ability to direct the activities
that most significantly impact the entity's economic performance, our form of ownership
interest, our representation on the entity's governing body, the size and seniority of our
investment, our ability and the rights of other investors to participate in policy making
decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly
assess our influence or control over an entity at inception of our involvement or on a continuous
basis when determining the primary beneficiary of a VIE affects the presentation of these
entities in our consolidated financial statements. If we perform a primary beneficiary analysis at
a date other than at inception of the VIE, our assumptions may be different and may result in
the identification of a different primary beneficiary.
The determination of the allowance for credit losses is based on a quarterly evaluation of all
outstanding loans, including general economic conditions and estimated collectability of loan
payments. We evaluate the collectability of our loans receivable based on a combination of
factors, including, but not limited to, payment status, historical loan charge-offs, financial
strength of the borrower and guarantors, and nature, extent and value of the underlying
collateral. A loan is considered to have deteriorated credit quality when, based on current
information and events, it is probable that we will be unable to collect all amounts due as
scheduled according to the contractual terms of the loan agreement. For those loans we
identified as having deteriorated credit quality, we determine the amount of credit loss on an
individual basis. Placement on non-accrual status may be required. Consistent with this
definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent
circumstances improve and the risk of collectability is diminished, we may return these loans to
income accrual status. While a loan is on non-accrual status, any cash receipts are applied
against the outstanding principal balance. For the remaining loans, we assess credit loss on a
collective pool basis and use our historical loss experience for similar loans to determine the
reserve for credit losses.
During the year ended December 31, 2023, we recognized provision for loan losses of
$9,809,000, which includes changes in the reserve based on our historical loss experience.
74
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. We seek to mitigate the
underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate the effects of fluctuations in interest rates by
matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge
interest rate exposure. These decisions are principally based on our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend
in interest rates at the applicable dates and our perception of the future volatility of interest rates. This section is presented to provide a discussion of the risks associated with potential
fluctuations in interest rates and foreign currency exchange rates. For more information, see Notes 12 and 17 to our consolidated financial statements.
We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to health care and seniors housing
properties. Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our unsecured revolving credit facility and commercial
paper program. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be
as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we
may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be
limited.
A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value of our fixed rate debt.
Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced
with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity
analysis on our fixed rate debt instruments after considering the effects of interest rate swaps, whereby we modeled the change in net present values arising from a hypothetical 1%
increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):
Senior unsecured notes
Secured debt
Totals
December 31, 2023
December 31, 2022
Principal balance
Change in fair value
Principal balance
Change in fair value
$
$
12,800,253
1,625,364
14,425,617
$
$
(515,723)
(58,066)
(573,789)
$
$
10,839,782
1,448,567
12,288,349
$
$
(488,159)
(36,654)
(524,813)
Our variable rate debt, including our unsecured revolving credit facility and commercial paper program, is reflected at fair value. At December 31, 2023, we had $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
result in increased annual interest expense of $14,964,000. At December 31, 2022, we had $2,426,134,000 of outstanding variable rate debt. Assuming no changes in outstanding
balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $24,261,000.
We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian
Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the United Kingdom. Based solely on our
results for the year ended December 31, 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 $9,000,000. We will continue to mitigate these underlying foreign currency exposures with non-U.S.
denominated borrowings and gains and losses on derivative contracts. If we increase our international presence through investments in, or acquisitions or development of, seniors
housing and health care properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or
British Pounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the
change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value. The following table
summarizes the results of the analysis performed (dollars in thousands):
Foreign currency exchange contracts
Debt designated as hedges
Totals
December 31, 2023
December 31, 2022
Carrying value
Change in fair value
Carrying value
Change in fair value
$
$
10,811
1,527,380
1,538,191
$
$
5,087
15,274
20,361
$
$
190,418
1,452,832
1,643,250
$
$
14,238
14,528
28,766
75
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Welltower Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated
statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 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, 2023 and 2022 and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 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, 2023, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) and our report dated February 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to
the Audit Committee and that: (1) 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 the critical audit 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Real Property and Investments in Unconsolidated Entities
Description of the Matter The Company, on a periodic basis, assesses whether there are indicators that (i) the carrying value of real property owned may not be recoverable or (ii)
investments in unconsolidated entities may be other than temporarily impaired. At December 31, 2023, the Company’s consolidated net real property
owned totaled $37.1 billion and its investments in unconsolidated entities totaled $1.6 billion. During 2023, the Company recorded impairment losses
of $36.1 million related to real property owned and $35.3 million related to investments in unconsolidated entities.
As discussed in Note 2 to the consolidated financial statements, the Company reviews real property owned on a property by property basis to
determine if facts and circumstances suggest the property may be impaired. This evaluation of indicators of impairment of a property is dependent on
a number of factors, including when there is an event or adverse change in the operating performance of the property or a change in management's
intent to hold and operate the property. If an indicator of impairment of the property is identified, management estimates whether the carrying value is
recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. If the estimated
undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying value of the 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.
76
How We Addressed the
Matter in Our Audit
The Company also evaluates investments in unconsolidated entities for indicators of impairment and, when present, records impairment charges based
upon a comparison of the estimated fair value of the equity method investment to its carrying value, if the decline in the estimated fair value of such
an investment below its carrying value is other than temporary. This evaluation of indicators of impairment of investments in unconsolidated entities
is dependent on a number of factors including the performance of each investment, a change in market conditions or a change in management's
investment strategy. When required, the Company estimates the fair value of an investment and assesses whether any impairment is other than
temporary using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates.
Auditing management's evaluation of impairment of real property owned and investments in unconsolidated entities was complex due to (i) the
significant judgment employed by management in identifying whether indicators of impairment were present and (ii) the estimation uncertainty in
determining the undiscounted cash flows of real property owned and, when necessary, the fair value of real property owned or investment in an
unconsolidated entity. In particular, the evaluation was sensitive to significant assumptions such as forecasted cash flows, including leasing prospects
and occupancy projections, and estimated capitalization rates, all of which can be affected by expectations about future market or economic
conditions, demand and competition.
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process
for evaluating impairment of real property owned and investments in unconsolidated entities, including controls over management's review of the
significant assumptions described above.
To test the Company's evaluation of impairment of real property owned and investments in unconsolidated entities, we performed audit procedures
that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the
completeness and accuracy of the underlying data used by management in its analysis. We evaluated the appropriateness of indicators of impairment
and the identification by management of real property owned and investments in unconsolidated entities where such indicators are present. We further
assessed the progression of properties with impairment indicators identified in historical periods.
In addition, we compared the significant assumptions used by management to current industry and economic trends and other relevant market
information, and as needed, involved a valuation specialist to assist in evaluating certain assumptions. We performed sensitivity analyses of
significant assumptions used to determine recoverability and/or fair value (each where applicable) of the related real property owned or investments in
unconsolidated entities and evaluated significant variances between the forecasted cash flows and historical actual results. We also assessed whether
any declines in investments in unconsolidated entities were other-than-temporary.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1970.
Toledo, Ohio
February 15, 2024
77
CONSOLIDATED BALANCE SHEETS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
Assets
Real estate investments:
Real property owned:
Land and land improvements
Buildings and improvements
Acquired lease intangibles
Real property held for sale, net of accumulated depreciation
Construction in progress
Less accumulated depreciation and amortization
Net real property owned
Right of use assets, net
Real estate loans receivable, net of credit allowance
Net real estate investments
Other assets:
Investments in unconsolidated entities
Goodwill
Cash and cash equivalents
Restricted cash
Straight-line rent receivable
Receivables and other assets
Total other assets
Total assets
Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper
Senior unsecured notes
Secured debt
Lease liabilities
Accrued expenses and other liabilities
Total liabilities
Redeemable noncontrolling interests
Equity:
Common stock
Capital in excess of par value
Treasury stock
Cumulative net income
Cumulative dividends
Accumulated other comprehensive income (loss)
Total Welltower Inc. stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31, 2023
December 31, 2022
$
$
$
$
4,697,824
37,796,553
2,166,470
372,883
1,304,441
(9,274,814)
37,063,357
350,969
1,361,587
38,775,913
1,636,531
68,321
1,993,646
82,437
443,800
1,011,518
5,236,253
44,012,166
—
13,552,222
2,183,327
383,230
1,521,660
17,640,439
290,605
565,894
32,741,949
(111,578)
9,145,044
(16,773,773)
(163,160)
25,404,376
676,746
26,081,122
44,012,166
$
$
$
$
4,249,834
33,651,336
1,945,458
133,058
1,021,080
(8,075,733)
32,925,033
323,942
890,844
34,139,819
1,499,790
68,321
631,681
90,611
322,173
1,140,838
3,753,414
37,893,233
—
12,437,273
2,110,815
415,824
1,535,325
16,499,237
384,443
491,919
26,742,750
(111,001)
8,804,950
(15,514,097)
(119,707)
20,294,814
714,739
21,009,553
37,893,233
See accompanying notes
78
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
WELLTOWER INC. AND SUBSIDIARIES
(In thousands, except per share data)
Revenues:
Resident fees and services
Rental income
Interest income
Other income
Total revenues
Expenses:
Property operating expenses
Depreciation and amortization
Interest expense
General and administrative expenses
Loss (gain) on derivatives and financial instruments, net
Loss (gain) on extinguishment of debt, net
Provision for loan losses, net
Impairment of assets
Other expenses
Total expenses
Income (loss) from continuing operations before income taxes and other items
Income tax (expense) benefit
Income (loss) from unconsolidated entities
Gain (loss) on real estate dispositions, net
Income (loss) from continuing operations
Net income
Less: Net income (loss) attributable to noncontrolling interests
(1)
Net income (loss) attributable to common stockholders
Weighted average number of common shares outstanding:
Basic
Diluted
Earnings per share:
Basic:
Income (loss) from continuing operations
Net income (loss) attributable to common stockholders
Diluted:
Income (loss) from continuing operations
Net income (loss) attributable to common stockholders
(2)
(1) Includes amounts attributable to redeemable noncontrolling interests
(2) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.
See accompanying notes
79
2023
Year Ended December 31,
2022
2021
$
$
$
$
$
$
4,753,804
1,556,073
168,354
159,764
6,637,995
3,947,776
1,401,101
607,846
179,091
(2,120)
7
9,809
36,097
108,341
6,287,948
350,047
(6,364)
(53,442)
67,898
358,139
358,139
18,045
340,094
515,629
518,701
0.69
0.66
0.69
0.66
$
$
$
$
$
$
4,173,711
1,451,786
150,571
84,547
5,860,615
3,558,770
1,310,368
529,519
150,390
8,334
680
10,320
17,502
101,670
5,687,553
173,062
(7,247)
(21,290)
16,043
160,568
160,568
19,354
141,214
462,185
465,158
0.35
0.31
0.35
0.30
$
$
$
$
$
$
3,197,223
1,374,695
137,563
32,634
4,742,115
2,774,562
1,037,566
489,853
126,727
(7,333)
49,874
7,270
51,107
41,739
4,571,365
170,750
(8,713)
(22,933)
235,375
374,479
374,479
38,341
336,138
424,976
426,841
0.88
0.79
0.88
0.78
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
Net income
Other comprehensive income (loss):
Foreign currency translation gain (loss)
Derivative and financial instruments designated as hedges gain (loss)
Total other comprehensive income (loss)
Total comprehensive income (loss)
Less: Total comprehensive income (loss) attributable to
noncontrolling interests
(1)
Total comprehensive income (loss) attributable to common stockholders
(1) Includes amounts attributable to redeemable noncontrolling interests.
2023
Year Ended December 31,
2022
2021
358,139
$
160,568
$
374,479
223,920
(245,095)
(21,175)
336,964
(466,910)
442,620
(24,290)
136,278
27,637
309,327
$
(6,545)
142,823
$
(52,826)
79,702
26,876
401,355
38,029
363,326
$
$
See accompanying notes
80
CONSOLIDATED STATEMENTS OF EQUITY
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
Balances at December 31, 2020
Comprehensive income:
Net income (loss)
Other comprehensive income (loss)
Total comprehensive income
Net change in noncontrolling interests
Amounts related to stock incentive plans, net of forfeitures
Net proceeds from issuance of common stock
Dividends paid:
Common stock dividends
Balances at December 31, 2021
Comprehensive income:
Net income (loss)
Other comprehensive income (loss)
Capital in
Excess of Par
Value
Common
Stock
418,691 $ 20,823,145 $
$
Treasury
Stock
(104,490) $
246
29,668
(23,743)
18,087
2,316,152
(3,260)
Cumulative
Net Income
Cumulative
Dividends
8,327,598 $ (13,343,721) $
Accumulated
Other
Comprehensive
Income (Loss)
(148,504)
Noncontrolling
Interests
$
908,853
Total
$ 16,881,572
336,138
27,188
36,795
(366)
15,296
448,605
23,133,641
(107,750)
8,663,736
(1,037,194)
(14,380,915)
(121,316)
960,578
Total comprehensive income
Net change in noncontrolling interests
Adjustment to members' interest from change in ownership in Welltower
OP
Redemption of OP Units and DownREIT Units
Amounts related to stock incentive plans, net of forfeitures
Net proceeds from issuance of common stock
Dividends paid:
(88,756)
46,649
1,464
27,018
3,622,734
5
214
43,095
(3,251)
141,214
1,609
36,151
(24,161)
(210,974)
(46,649)
(206)
Common stock dividends
Balances at December 31, 2022
Comprehensive income:
Net income (loss)
Other comprehensive income (loss)
Total comprehensive income
Net change in noncontrolling interests
Adjustment to members' interest from change in ownership in Welltower
OP
Redemption of OP Units and DownREIT Units
Amounts related to stock incentive plans, net of forfeitures
Net proceeds from issuance of common stock
Dividends paid:
Common stock dividends
Balances at December 31, 2023
491,919
26,742,750
(111,001)
8,804,950
(1,133,182)
(15,514,097)
340,094
25,571
(18,399)
20,061
38,026
5,933,940
336
210
73,429
(577)
(119,707)
714,739
(30,767)
17,819
8,839
(12,686)
(80,009)
18,399
(3,041)
$
565,894 $ 32,741,949 $
(111,578) $
9,145,044 $ (16,773,773) $
(163,160)
$
676,746
(1,259,676)
(1,259,676)
$ 26,081,122
See accompanying notes
81
372,933
26,822
399,755
(8,447)
15,073
2,345,820
(1,037,194)
18,596,579
177,365
(22,552)
154,813
(299,730)
—
1,263
23,981
3,665,829
(1,133,182)
21,009,553
357,913
(21,928)
335,985
(67,124)
—
17,356
37,659
6,007,369
CONSOLIDATED STATEMENTS OF CASH FLOWS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided from (used in) operating
activities:
Depreciation and amortization
Other amortization expenses
Provision for loan losses
Impairment of assets
Stock-based compensation expense
Loss (gain) on derivatives and financial instruments, net
Loss (gain) on extinguishment of debt, net
Loss (income) from unconsolidated entities
Rental income less than (in excess of) cash received
Amortization related to above (below) market leases, net
Loss (gain) on real estate dispositions, net
Loss (gain) on loss of control of subsidiary
Distributions by unconsolidated entities
Increase (decrease) in accrued expenses and other liabilities
Decrease (increase) in receivables and other assets
Net cash provided from (used in) operating activities
Investing activities:
Cash disbursed for acquisitions, net of cash acquired
Cash disbursed for capital improvements to existing properties
Cash disbursed for construction in progress
Capitalized interest
Investment in loans receivable
Principal collected on loans receivable
Other investments, net of payments
Contributions to unconsolidated entities
Distributions by unconsolidated entities
Proceeds from (payments on) derivatives
Proceeds from sales of real property
Net cash provided from (used in) investing activities
Financing activities:
Net increase (decrease) under unsecured credit facility and commercial paper
Proceeds from issuance of senior unsecured notes
Payments to extinguish senior unsecured notes
Net proceeds from the issuance of secured debt
Payments on secured debt
Net proceeds from the issuance of common stock
Payments for deferred financing costs and prepayment penalties
Contributions by noncontrolling interests
Distributions to noncontrolling interests
(1)
Cash distributions to stockholders
Other financing activities
(1)
Net cash provided from (used in) financing activities
Effect of foreign currency translation on cash and cash equivalents and restricted cash
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental cash flow information:
Interest paid
Income taxes paid (received)
(1) Includes amounts attributable to redeemable noncontrolling interests.
2023
Year Ended December 31,
2022
2021
$
358,139
$
160,568
$
374,479
1,401,101
42,645
9,809
36,097
37,199
(2,120)
7
53,442
(135,758)
(529)
(67,898)
(65,485)
11,623
(79,801)
3,390
1,601,861
(3,558,266)
(517,682)
(1,014,935)
(50,699)
(490,736)
90,215
(100,128)
(343,498)
149,753
31,493
96,741
(5,707,742)
—
1,011,780
—
385,115
(741,856)
6,010,129
(7,220)
280,678
(216,273)
(1,260,578)
(13,128)
5,448,647
11,025
1,353,791
722,292
2,076,083
628,582
7,682
$
$
1,310,368
28,234
10,320
17,502
26,149
8,334
680
21,290
(108,883)
(1,693)
(16,043)
—
12,462
50,857
(191,437)
1,328,708
(2,306,020)
(476,016)
(631,737)
(30,491)
(156,045)
196,310
(98,459)
(502,171)
37,571
63,747
199,496
(3,703,815)
(324,935)
1,040,232
—
113,183
(457,180)
3,667,854
(5,062)
138,656
(272,414)
(1,131,527)
(7,530)
2,761,277
(10,633)
375,537
346,755
722,292
531,672
3,435
$
$
1,037,566
19,148
7,270
51,107
17,812
(7,333)
49,874
22,933
(30,820)
(3,536)
(235,375)
—
16,763
77,554
(122,117)
1,275,325
(4,084,174)
(282,588)
(417,963)
(19,352)
(997,449)
343,260
(26,595)
(396,020)
286,772
7,519
1,070,322
(4,516,268)
324,935
1,703,626
(1,533,752)
23,569
(197,618)
2,348,201
(73,735)
156,318
(138,756)
(1,035,906)
(9,218)
1,567,664
(1,009)
(1,674,288)
2,021,043
346,755
492,742
(4,812)
$
$
See accompanying notes.
82
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business
Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. We invest with leading seniors housing operators,
post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health
care experience. Welltower Inc., a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”),
Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties.
As of May 24, 2022, we are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day
management of which is exclusively controlled by Welltower Inc. Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and
references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or
controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was 99.740% during the year ended December 31, 2023. As of December
31, 2023, Welltower owned 99.765% of the issued and outstanding units of Welltower OP, with other investors owning the remaining 0.235% of outstanding units. We adjust the
noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP.
2. Accounting Policies and Related Matters
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of our wholly owned subsidiaries and joint venture entities that we control, through voting rights or other means. All
material intercompany transactions and balances have been eliminated in consolidation. At inception of transactions, we identify entities for which control is achieved through means
other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an
entity where either (i) substantially all of an entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, (ii) the equity
investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (iii) the equity investors as a group lack any of the following: (a)
the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance, (b) the obligation to absorb the
expected losses of an entity or (c) the right to receive the expected residual returns of an entity. Criterion (iii) is generally applied to limited partnerships and similarly structured
entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in significant decisions of the entity or have the ability to remove the
decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.
We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations (“ASC 810”), requires
enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and
influence the activities of a VIE that most significantly impact that entity’s economic performance and the rights held by limited partners or non-managing members.
The designation of an entity as a VIE is reassessed upon certain events, including but not limited to: (i) a change to the contractual arrangements of the entity or in the ability of a
party to exercise its participation or kick-out rights, (ii) a change to the capitalization structure of the entity or (iii) acquisitions or sales of interests that constitute a change in control.
Revenue Recognition
For our Triple-net and Outpatient Medical segments, a significant source of our revenue is generated through leasing arrangements and accounted for under ASC 842, Leases
("ASC 842"). Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental
income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Outpatient Medical
portfolio typically include some form of operating expense reimbursement by the tenant and upon adoption of ASC 842, we elected the lessor practical expedient to not separate non-
lease components from the associated lease components resulting in presenting all revenue associated with Outpatient Medical leases as leasing revenue on the Consolidated
Statements of Comprehensive Income. Certain payments made to tenants are treated as lease incentives and amortized as a reduction of revenue over the lease term.
83
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and generally is recognized monthly as services are provided.
Agreements with residents generally have varying terms and are cancellable by the resident with 30 days’ notice. We have elected the lessor practical expedient within ASC 842 and
recognize and disclose the revenues for Seniors Housing Operating resident agreement based upon the predominant component, generally the non-lease service component, under
ASC 606, Revenue from Contracts with Customers. Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842.
Management contracts are present in some of our joint venture agreements to provide asset and property management, leasing, marketing and other services and are recognized
monthly as services are provided.
Our Seniors Housing Operating segment also contains continuing care retirement communities, which operate as entrance fee communities. The entrance fee communities offer
different contracts which vary in terms of how much of the entrance fee is considered to be refundable upon move-out, temporarily refundable until a period of time has passed, or
nonrefundable. Refundable entrance fees are recorded as a payable within the accrued expenses and other liabilities line item of our Consolidated Balance Sheets. Nonrefundable
entrance fees are recorded as deferred revenue within the same line item and are recognized into revenue over the estimated remaining stay of the resident. We use a third party
actuarial expert to determine the estimated remaining stay of each resident based on demographic data.
Interest income on loans is recognized as earned based upon the principal amount outstanding, subject to an evaluation of collectability risk.
We recognize gains on the disposition of real estate when control transfers to the buyer, generally when consideration and title are exchanged and the risks and rewards of
ownership transfer. We recognize losses from dispositions of real estate when known.
Cash and Cash Equivalents
Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.
Restricted Cash
Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvements, amounts held in escrow
relating to transactions we are entitled to receive over a period of time as outlined in the escrow agreement and net proceeds from property sales that were executed as tax-deferred
dispositions under Internal Revenue Code (“IRC”) Section 1031.
Deferred Loan Expenses
Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. Deferred loan expenses related to debt
instruments, excluding the primary unsecured credit facility, are recorded as a reduction of the related debt liability. Deferred loan expenses related to the primary unsecured credit
facility are included in receivables and other assets. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest
method.
Investments in Unconsolidated Entities
Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of
accounting. Under the equity method, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in
unconsolidated entities is based on the amount paid to purchase the equity interest inclusive of transaction costs. To the extent that our cost basis is different from the basis reflected
at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of
the entity. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based upon their
respective stated ownership. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value
method ("HLBV method"). Under the HLBV method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical
liquidation of the underlying investment at book value.
We evaluate our investments in unconsolidated entities for impairment and, when present, record impairment charges based upon a comparison of the estimated fair value of the
equity method investment to its carrying value if the decline in the estimated fair value of such an investment below its carrying value is other-than-temporary. This evaluation of
indicators of impairment of investments in unconsolidated entities is dependent on a number of factors including the performance of each investment, a change in conditions or a
change in management's investment strategy. When required, we estimate the fair value of an investment and assess whether any impairment is other-than-temporary using observable
and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates.
84
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Welltower OP Noncontrolling Interests
Members of Welltower OP other than Welltower have the right under the limited liability company agreement to redeem their Class A Common Units ("OP Units") for shares of
Welltower common stock or cash, at Welltower's sole discretion, as the initial member. Accordingly, we classify the non-Welltower OP Units held by such other members in
permanent equity because Welltower may elect to issue shares of Welltower common stock to the non-Welltower members who choose to redeem their OP Units rather than using
cash.
Redeemable Noncontrolling Interests
Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying
amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and contributions or distributions or
(ii) the redemption value. If the interests are redeemable in the future, we accrete the carrying value to the redemption value over the period until expected redemption, currently a
weighted-average period of approximately five years. In accordance with ASC 810, the redeemable noncontrolling interests are classified outside of permanent equity, as a mezzanine
item, on the balance sheet. At December 31, 2023, the current redemption value of redeemable noncontrolling interests exceeded the carrying value of $290,605,000 by $46,178,000.
We entered into certain DownREIT partnerships which give a real estate seller the ability to exchange its property on a tax deferred basis for equity membership interests
(“DownREIT Units”). The DownREIT Units may be redeemed any time following the first anniversary of the date of issuance at the election of the holders for one share of our
common stock per unit or, at our option, cash.
Real Property Owned
Real estate acquisitions are generally classified as asset acquisitions for which we record tangible assets and identifiable intangible assets and liabilities at cost on a relative fair
value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. Tangible assets primarily consist of land, buildings and improvements. In
making estimates of relative fair value, we utilize a number of sources including independent appraisals, our own analysis of recently acquired or developed and existing comparable
properties in our portfolio and other market data.
Identifiable intangible assets and liabilities consist primarily of the above or below market component of in-place leases and the value associated with the presence of in-place
leases. The value allocable to the above or below market component of the acquired in-place lease is determined based upon the present value (using a discount rate which reflects the
risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s
estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease
intangibles and below market leases are included in other liabilities on the balance sheet and are amortized to rental income over the remaining terms of the respective leases.
The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants based on management’s
evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by management in allocating these
values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and
expectations of lease renewals, among other factors. The total amount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such
value representing (i) value associated with lost revenue related to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period, and (ii) value
associated with lost rental revenue from existing leases during an assumed re-leasing period. This intangible asset is amortized over the remaining life of the lease or the assumed re-
leasing period.
Real property developed by us is recorded at cost, including the capitalization of construction period interest. Owned properties are depreciated on a straight-line basis over their
estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years for improvements. We consider costs incurred in conjunction with re-leasing properties,
including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investment activities in our
Consolidated Statement of Cash Flows.
The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired.
This evaluation of indicators of impairment of a property is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the
property or a change in management's intent to hold and operate the property. If an indicator of impairment of the property is identified, management estimates whether the carrying
value is recoverable using observable and unobservable inputs such as historical and forecasted cash flows and estimated capitalization rates. If the estimated undiscounted cash flows
indicate that the carrying value of the property will not be recoverable, the carrying value of the property is reduced to the estimated fair market value and an impairment charge is
recognized for the difference between the carrying value and the fair value. Additionally, properties that meet the held for sale criteria are recorded at the lesser of fair value less costs
to sell or the carrying value.
85
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Expenditures for repairs and maintenance are expensed as incurred.
Capitalization of Construction Period Interest
We capitalize interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the balance outstanding during the
construction period using the rate of interest which approximates our company-wide cost of financing. Our interest expense reflected in the Consolidated Statements of
Comprehensive Income has been reduced by the amounts capitalized.
Loans Receivable
Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of credit allowance, or for non-real estate loans receivable, in receivables and
other assets. Real estate loans receivable consists of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold
mortgage on, or an assignment or pledge of the partnership interest in, the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally
corporate loans with no real estate backing. Interest income on loans is recognized as earned based upon the principal amount outstanding, subject to an evaluation of the risk of credit
loss.
In Substance Real Estate Investments
We provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected
residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to
determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying loan classification are presented
as real estate loans receivable and result in the recognition of interest income. Arrangements with characteristics implying real estate joint ventures are treated as in substance real
estate investments and presented as investments in unconsolidated entities and are accounted for using the equity method. The classification of each arrangement as either a real estate
loan receivable or investment in unconsolidated entity involves judgment and relies on various factors, including market conditions, amount and timing of expected residual profits,
credit enhancements in the form of guarantees, estimated fair value of the collateral, and significance of borrower equity in the project, among others. The classification of such
arrangements is performed at inception, and periodically reassessed when significant changes occur in the circumstances or conditions described above.
Allowance for Credit Losses on Loans Receivable
The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit
allowance is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. We evaluate the
collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of
the borrower and guarantors, and nature, extent, and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information
and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as
having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all
loans on non-accrual status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may return these loans
to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans we assess credit loss
on a collective pool basis and use our historical loss experience for similar loans and expectations of future performance of the borrowers to determine the reserve for credit losses.
Goodwill
Goodwill is tested annually for impairment and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss
is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount
of that goodwill. We have not had any goodwill impairments.
Fair Value of Derivative Instruments
Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the
fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. The fair value of our forward
exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward trade rates and discount rates. Such amounts and the recognition of such
amounts are subject to estimates that may change in the future. See Note 12 for additional information.
86
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following (in thousands):
Unearned revenue
Other liabilities
Accounts payable
Taxes payable
Other accrued expenses
Accrued payroll
Accrued interest
Derivative liabilities
Total
Federal Income Tax
Year Ended December 31,
2023
2022
374,545
325,715
173,215
130,006
139,691
158,255
124,210
96,023
1,521,660
$
$
432,941
311,506
216,732
144,021
135,944
120,713
117,741
55,727
1,535,325
$
$
We have elected to be treated as a REIT under the applicable provisions of the IRC, commencing with our first taxable year, and made no provision for U.S. federal income tax
purposes prior to our acquisition of our taxable REIT subsidiaries (“TRSs”). As a result of these, as well as subsequent acquisitions, we now record income tax expense or benefit
with respect to certain of our entities that are taxed as TRSs under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for
deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included
in our consolidated financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting
and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax
liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when
such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than
not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that
causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 19 for additional
information.
Foreign Currency
Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreign subsidiaries into U.S.
Dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting
currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets.
Earnings Per Share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding for the period, adjusted for
non-vested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except that the number of shares is increased to include the
number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. Additionally, net income (loss) allocated to OP
Units and DownREIT Units (discussed above) has been included in the numerator and redeemable common stock related to the OP Units and DownREIT Units have been included in
the denominator for the purpose of computing diluted earnings per share.
Reclassifications
Certain amounts in prior years have been reclassified to conform to current year presentation.
Government Grant Income
On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses,
and state and local governments. During the years ended December 31, 2023, 2022 and 2021, we received government grants under the CARES Act primarily to cover increased
expenses and lost revenue during the COVID-19 pandemic, as well as under similar programs in the U.K. and Canada. For the years ended December 31, 2023, 2022 and 2021 we
recognized $21,220,000, $38,607,000 and $97,933,000, respectively, of government
87
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
grant income as a reduction to property operating expenses in our Consolidated Statements of Comprehensive Income. Additionally, for the year ended December 31, 2021, we
recognized $4,642,000 of government grant income in other income in our Consolidated Statements of Comprehensive Income. The amount of qualifying expenditures and lost
revenue exceeded grant income recognized and we believe we have complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts
are subject to recapture.
New Accounting Standards
•
•
•
In March 2020, the FASB issued an amendment to the reference rate reform standard, which provides the option for a limited period of time to ease the potential burden in
accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market
transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient
election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying
hedge accounting for relationships affected by reference rate reform. In December 2022, the FASB extended the date for which this guidance can be applied from December
31, 2022 to December 31, 2024. We continue to monitor developments related to the LIBOR transition and identification of an alternative, market-accepted rate.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,"
which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The
guidance is to be applied retrospectively to all periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance
on our consolidated financial statements and disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"),"
which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing
operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by
federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other
changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been
issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the
potential impact of adopting this new guidance on our consolidated financial statements and disclosures.
3. Real Property Acquisitions and Development
The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities
assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of
operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due
diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other
acquisition-related costs. Transaction costs directly related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in
other expenses on our Consolidated Statements of Comprehensive Income. Our acquisition of properties are at times subject to earn out provisions based on the future operating
performance of the acquired properties, which could result in incremental payments in the future. Our policy is to recognize such contingent consideration when the contingency is
resolved and the consideration becomes payable. As of December 31, 2023, we do not expect future payments under these provisions to be material and no liabilities for such
amounts have been accrued.
88
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our real property investment activity by segment for the periods presented (in thousands):
Land and land improvements
Buildings and improvements
Acquired lease intangibles
Construction in progress
Right of use assets, net
Total net real estate assets
Receivables and other assets
Total assets acquired
(1)
Secured debt
Lease liabilities
Accrued expenses and other liabilities
Total liabilities acquired
(2)
Noncontrolling interests
Non-cash acquisition related activity
Cash disbursed for acquisitions
Construction in progress additions
Less: Capitalized interest
(3)
Accruals
(4)
Cash disbursed for construction in progress
Capital improvements to existing properties
Total cash invested in real property, net of cash acquired
Seniors Housing
Operating
Triple-net
Outpatient Medical
Total
Year Ended December 31, 2023
$
$
251,507
2,006,021
208,239
165,934
24,212
2,655,913
21,999
2,677,912
(372,482)
(24,212)
(26,666)
(423,360)
(32,692)
(181,929)
2,039,931
646,466
(39,799)
(4,735)
601,932
399,130
3,040,993
$
$
127,523
969,481
—
—
—
1,097,004
—
1,097,004
—
—
—
—
—
—
1,097,004
25,646
(2,416)
(1,358)
21,872
33,592
1,152,468
$
$
79,506
343,252
50,373
—
927
474,058
1,632
475,690
(40,953)
(953)
(11,528)
(53,434)
(925)
—
421,331
422,103
(8,484)
(22,488)
391,131
84,960
897,422
$
$
458,536
3,318,754
258,612
165,934
25,139
4,226,975
23,631
4,250,606
(413,435)
(25,165)
(38,194)
(476,794)
(33,617)
(181,929)
3,558,266
1,094,215
(50,699)
(28,581)
1,014,935
517,682
5,090,883
(1)
(2)
(3)
(4)
Excludes $4,708,000 of unrestricted and restricted cash acquired.
Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.
Relates to the acquisition of assets previously financed as loans receivable and the acquisition of assets previously recognized as investments in unconsolidated entities.
Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
89
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Land and land improvements
Buildings and improvements
Acquired lease intangibles
Construction in progress
Right of use assets, net
Total net real estate assets
Receivables and other assets
Total assets acquired
(1)
Secured debt
Lease liabilities
Accrued expenses and other liabilities
Total liabilities acquired
(2)
Noncontrolling interests
Non-cash acquisition related activity
Cash disbursed for acquisitions
(3)
Construction in progress additions
Less: Capitalized interest
Accruals
(4)
Cash disbursed for construction in progress
Capital improvements to existing properties
Total cash invested in real property, net of cash acquired
Seniors Housing
Operating
Triple-net
Outpatient Medical
Total
Year Ended December 31, 2022
$
$
206,618
2,067,051
129,429
108,141
169
2,511,408
14,406
2,525,814
(279,788)
—
(112,962)
(392,750)
(115,112)
(64,975)
1,952,977
489,001
(24,432)
(4,621)
459,948
352,099
2,765,024
$
$
7,536
59,248
—
—
—
66,784
—
66,784
(39,574)
—
(1,428)
(41,002)
(4)
(27,780)
(2,002)
83,368
(4,210)
—
79,158
48,052
125,208
$
$
68,379
253,358
35,316
—
3,852
360,905
501
361,406
—
(3,852)
(1,414)
(5,266)
(1,095)
—
355,045
91,662
(1,849)
2,818
92,631
75,865
523,541
$
$
282,533
2,379,657
164,745
108,141
4,021
2,939,097
14,907
2,954,004
(319,362)
(3,852)
(115,804)
(439,018)
(116,211)
(92,755)
2,306,020
664,031
(30,491)
(1,803)
631,737
476,016
3,413,773
(1)
(2)
Excludes $6,563,000 of unrestricted and restricted cash acquired.
Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. For the year ended December 31, 2022, 1,227,000 OP Units were issued as a component of funding for
certain transactions.
(3)
Relates to the acquisition of assets previously financed as loans receivable and the acquisition of assets previously recognized as investments in unconsolidated entities.
Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
(4)
Land and land improvements
Buildings and improvements
Acquired lease intangibles
Right of use assets, net
Total net real estate assets
Receivables and other assets
Total assets acquired
(1)
Lease liabilities
Accrued expenses and other liabilities
Total liabilities acquired
Noncontrolling interests
(2)
Cash disbursed for acquisitions
Construction in progress additions
Less: Capitalized interest
Accruals
(3)
Cash disbursed for construction in progress
Capital improvements to existing properties
Total cash invested in real property, net of cash acquired
Seniors Housing
Operating
Triple-net
Outpatient Medical
Total
Year Ended December 31, 2021
$
$
449,335
2,347,609
264,589
77,455
3,138,988
6,096
3,145,084
(138,126)
(191,454)
(329,580)
(4,942)
2,810,562
322,050
(13,834)
35
308,251
197,829
3,316,642
$
$
88,839
809,328
—
—
898,167
411
898,578
—
(8,703)
(8,703)
(6,449)
883,426
77,412
(3,078)
—
74,334
37,345
995,105
$
$
64,843
313,864
24,751
—
403,458
3,534
406,992
—
(266)
(266)
(16,540)
390,186
42,464
(2,440)
(4,646)
35,378
47,414
472,978
$
$
603,017
3,470,801
289,340
77,455
4,440,613
10,041
4,450,654
(138,126)
(200,423)
(338,549)
(27,931)
4,084,174
441,926
(19,352)
(4,611)
417,963
282,588
4,784,725
(1)
(2)
(3)
Excludes $4,201,000 of unrestricted and restricted cash acquired.
Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.
Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
90
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Canadian Pension Plan Investment Board ("CPPIB")
During the year ended December 31, 2023, we paid $69,606,000 to acquire the 45% redeemable noncontrolling ownership interest in two consolidated joint ventures with CPPIB,
which owned interests in ten medical office buildings. In conjunction with the transaction, $118,256,000 was removed from redeemable noncontrolling interests with the difference
recorded to capital in excess of par value on our Consolidated Balance Sheets. The transaction is excluded from the table above.
Holiday Retirement Acquisition
On July 30, 2021, we acquired a portfolio of 85 seniors housing properties owned by Holiday Retirement for $1,576,600,000, which are included in our Seniors Housing Operating
segment and in the table above for the year ended December 31, 2021. Atria Senior Living assumed operations of the portfolio following its acquisition of the Holiday Retirement
management company pursuant to an incentive-based management agreement. As part of this transaction, a wholly owned subsidiary assumed the leasehold interest in a 26 property
portfolio and subsequently purchased eight of the leased properties and one of the properties was sold by the landlord, National Health Investors ("NHI"), and removed from the
master lease. Effective April 1, 2022, our leasehold interest related to the master lease with NHI for the remaining 17 properties was terminated as a result of the transition or sale of
the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation with NHI. In conjunction with the agreement, a wholly owned subsidiary and
the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold
interest. Additionally, in conjunction with the lease termination, during the year ended December 31, 2022, we recognized $58,621,000 in other income on our Consolidated
Statements of Comprehensive Income from the derecognition of the right of use asset and related liability.
Affinity Living Communities ("Affinity") Acquisition
In February 2024, we entered into a definitive agreement to acquire 25 Seniors Housing Operating properties for a total purchase price of $969 million, which will be managed
under the Affinity brand. The transaction is expected to be funded through a combination of cash and the assumption of $523 million of secured debt, subject to customary closing
conditions and lender consents.
Construction Activity
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):
Development projects:
Seniors Housing Operating
Triple-net
Outpatient Medical
Total development projects
Expansion projects
Total construction in progress conversions
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
463,644
141,142
190,770
795,556
71,250
866,806
$
$
227,796
—
44,777
272,573
18,280
290,853
$
$
117,386
22,990
125,179
265,555
5,292
270,847
$
$
91
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Real Estate Intangibles
The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands):
December 31, 2023
December 31, 2022
Assets:
In place lease intangibles
Above market tenant leases
Lease commissions
Gross historical cost
Accumulated amortization
Net book value
Weighted-average amortization period in years
Liabilities:
Below market tenant leases
Accumulated amortization
Net book value
Weighted-average amortization period in years
$
$
$
$
$
$
$
$
2,001,827
66,663
97,980
2,166,470
(1,651,656)
514,814
6.7
70,364
(47,939)
22,425
8.4
1,817,580
57,203
70,675
1,945,458
(1,484,048)
461,410
7.6
77,985
(52,701)
25,284
8.4
The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands):
Rental income related to (above)/below market tenant leases, net
Amortization related to in place lease intangibles and lease commissions
2023
$
Year Ended December 31,
2022
384
(226,663)
$
1,551
(217,187)
$
2021
1,680
(115,579)
The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):
2024
2025
2026
2027
2028
Thereafter
Totals
Assets
Liabilities
$
$
212,725
76,031
44,257
34,860
29,095
117,846
514,814
$
$
4,450
3,534
2,889
2,440
1,834
7,278
22,425
5. Dispositions, Real Property Held for Sale and Impairment
We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g. property type,
relationship or geography). At December 31, 2023, 15 Seniors Housing Operating, one Triple-net and four Outpatient Medical properties, with an aggregate net real estate balance of
$372,883,000, were classified as held for sale. In addition to the real property balances, secured debt balances of $185,263,000 and net other assets and (liabilities) of $21,568,000
were included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties are approximately
$546,568,000, which includes non-cash consideration relating to 14 Canadian Revera properties discussed below.
During the year ended December 31, 2023, we recorded impairment charges of $15,401,000 related to four Seniors Housing Operating properties and one Triple-net property
which were classified as held for sale for which the carrying value exceeded the estimated fair values less costs to sell. Additionally, during 2023 we recorded impairment charges of
$20,696,000 related to three Seniors Housing Operating properties and two Triple-net properties, which were held for use for which the carrying value exceeded the fair values.
During the year ended December 31, 2022, we recorded impairment charges of $13,146,000 related to one Seniors Housing Operating property, which was classified as held for sale.
Additionally, we recorded $4,356,000 of impairment charges related to two Triple-net properties and one Outpatient Medical property that were held for use. During the year ended
December 31, 2021, we recorded impairment charges of $19,567,000 related to four Triple-net properties and one Outpatient Medical property, which were disposed of or classified
as held for sale. Additionally, during the year ended December 31, 2021, we recorded $ 31,540,000 of impairment charges related to two Seniors Housing Operating and two Triple-
net properties that were held for use.
92
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations, are not reclassified on our Consolidated
Statements of Comprehensive Income. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale
of $58,816,000 for the year ended December 31, 2023 and $(8,941,000) and $11,437,000 for the same periods in 2022 and 2021, respectively.
The following is a summary of our real property disposition activity for the periods presented (in thousands):
Real estate dispositions:
(1)
Seniors Housing Operating
Triple-net
Outpatient Medical
Total dispositions
Gain (loss) on real estate dispositions, net
Net other assets (liabilities) disposed
Non-cash consideration
Cash proceeds from real estate dispositions
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
$
$
385,128
6,391
—
391,519
67,898
(846)
(361,830)
96,741
$
$
85,413
89,827
393
175,633
16,043
7,820
—
199,496
$
$
112,837
486,369
229,660
828,866
235,375
6,081
—
1,070,322
(1)
Dispositions occurring in the year ended December 31, 2023 include the disposition of unconsolidated equity method investments related to Revera. See discussion below for further information.
Strategic Dissolution of Revera Joint Ventures
During the year ended December 31, 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 interests in 31 properties to Revera.
In June 2023, we closed the U.K. portfolio portion of the transaction through the acquisition of the remaining ownership interest in 29 properties previously held in two separate
consolidated joint venture structures in which we owned 75% and 90% of the interests in exchange for the disposition to Revera of our interests in four properties. In addition, we
received cash from Revera of $107,341,000 relating to the net settlement of loans previously made to the joint ventures. Operations for the 29 retained properties were transitioned to
Avery Healthcare.
Total proceeds related to the four properties disposed were $222,521,000, which included non-cash consideration from Revera of $241,728,000, comprised of the fair value of
interests received by us of $198,837,000 and an allocation of Revera's noncontrolling interests of $42,891,000, partially offset by $9,049,000 of transaction-related expenses as well
as the $10,158,000 of cash paid to equalize the value exchanged between the parties. We disposed of net real property owned of $224,208,000, resulting in a loss of $1,687,000
recognized within gain (loss) on real estate dispositions, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional
interests in the 29 properties was comprised of the fair value of interests transferred by us of $198,837,000 and $5,776,000 of cash paid for transaction-related expenses. We
derecognized $180,497,000 of noncontrolling interests and $22,270,000 of liabilities previously due to Revera with an adjustment of $1,846,000 recognized in capital in excess of par
value. The non-cash investing activity with respect to the sale of the four properties and non-cash financing activity with respect to the acquisition of Revera's interests in the 29
properties has been excluded from our Consolidated Statement of Cash Flows.
We closed the portion of the transactions predominantly related to the U.S. portfolio during the third quarter of 2023 through (i) the acquisition of the remaining interests in ten
properties currently under development or recently developed by Sunrise Senior Living that were previously held within an equity method joint venture owned 34% by us and 66% by
Revera, (ii) the disposition of our minority interests in 12 U.S. properties and one Canadian development project and (iii) the disposition of our 34% interest in the Sunrise Senior
Living management company. We recorded net real estate investments of $479,525,000 related to the ten acquired and now consolidated properties, which was comprised of
$31,456,000 of cash consideration and $448,069,000 of non-cash consideration. Non-cash consideration primarily includes $270,486,000 of assumed mortgage debt secured by the
acquired properties, which was subsequently repaid in full by us immediately following the transaction, $47,734,000 of carryover investment from our prior 34% equity method
ownership interest and $119,258,000 of fair value interests in the 13 properties transferred by us to Revera. We also derecognized $56,905,000 of equity method investments related
to the 13 properties retained by Revera and recorded a gain on real estate dispositions of $62,075,000. In conjunction with this transaction, operations for two of the now wholly
owned properties, along with operations for 26 existing wholly owned properties, transitioned to Oakmont Management Group. The non-cash investing activity with respect to the fair
value of interests exchanged in the transaction, non-cash investing activity with respect to the carrying value of prior equity method interests now included in the basis of the acquired
properties and non-cash financing activity with respect to the assumption of the secured mortgage debt have been excluded from our Consolidated Statements of Cash Flows.
93
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Canadian portfolio consists of 85 properties in a joint venture owned 75% by us and 25% by Revera. As a part of the transaction, we intend to acquire Revera's interest in 71
properties and sell our interests in the remaining 14 properties. As of December 31, 2023, operations for all 71 retained properties have transitioned to new operators. The transaction
is expected to close in the first half of 2024.
Genesis HealthCare
As part of the substantial exit of the Genesis HealthCare ("Genesis") operating relationship, which we disclosed on March 2, 2021, we transitioned the sublease of a portfolio of
seven facilities from Genesis to Complete Care Management in the second quarter of 2021. As part of the March 2021 transaction, we entered into a forward sale agreement for the
seven properties valued at $182,618,000, which was expected to close when the Welltower-held purchase option became exercisable. As of March 31, 2023, the right of use assets
related to the properties were $115,359,000 and were reflected as held for sale with the corresponding lease liabilities of $66,530,000 on our Consolidated Balance Sheet.
On May 1, 2023, we executed a series of transactions that included the assignment of the leasehold interest to a newly formed tri-party unconsolidated joint venture with Aurora
Health Network, Peace Capital (an affiliate of Complete Care Management) and us, and culminated with the closing of the purchase option by the joint venture. The transactions
resulted in net cash proceeds to us of $104,240,000 (excluded from the dispositions table above) after our retained interest of $11,571,000 in the joint venture and a gain from the loss
of control and derecognition of the leasehold interest of $65,485,000, which we recorded in other income within our Consolidated Statements of Comprehensive Income.
6. Leases
We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that
we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide a rate implicit in the lease agreement, we
generally use our incremental borrowing rate available at lease commencement, underlying collateral for the lease and the ability to borrow against that collateral on a secured basis
to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years, as well as
other longer term market rates).
The components of lease expense were as follows for the periods presented (in thousands):
Operating lease cost:
(1)
Real estate lease expense
Non-real estate investment lease expense
Finance lease cost:
Amortization of leased assets
Interest on lease liabilities
Sublease income
Total
(1)
Includes short-term leases which are immaterial.
Classification
Property operating expenses
General and administrative expenses
Property operating expenses
Interest expense
Rental income
2023
Year Ended December 31,
2022
2021
$
$
21,970 $
7,243
5,854
4,050
(3,933)
35,184 $
22,150 $
5,794
6,837
6,164
(11,487)
29,458 $
22,642
4,596
8,105
6,574
(8,687)
33,230
Maturities of lease liabilities as of December 31, 2023 are as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: Imputed interest
Total present value of lease liabilities
Operating Leases
Finance Leases
19,329
18,800
16,637
16,494
16,291
863,847
951,398
(647,845)
303,553
$
$
5,547
3,980
4,030
3,991
3,948
369,892
391,388
(311,711)
79,677
$
$
94
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental balance sheet information related to leases in which we are the lessee is as follows for the periods presented (in thousands, except lease terms and discount rate):
Classification
December 31, 2023
December 31, 2022
Right of use assets:
Operating leases - real estate
Finance leases - real estate
Real estate right of use assets, net
Operating leases - non-real estate investments
Finance leases - held for sale
(1)
Total right of use assets, net
Lease liabilities:
Operating leases
Finance leases
Total lease liabilities
Weighted average remaining lease term (years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
Right of use assets, net
Right of use assets, net
Receivables and other assets
Real property held for sale, net of accumulated depreciation
$
$
$
$
283,293
67,676
350,969
11,338
—
362,307
303,553
79,677
383,230
$
$
$
$
45.6
60.7
5.27 %
7.71 %
287,984
35,958
323,942
10,119
116,453
450,514
302,360
113,464
415,824
46.0
19.8
5.56 %
5.01 %
(1)
During the year ended December 31, 2023, we contributed finance leases at seven properties previously classified as held for sale into a newly formed unconsolidated joint venture, which recognized the
purchase option within the leases. See Note 5 for further discussion.
Supplemental cash flow information related to leases was as follows for the periods indicated (in thousands):
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Decrease (increase) in receivables and other assets
Increase (decrease) in accrued expenses and other liabilities
Decrease (increase) in receivables and other assets
Other financing activities
$
$
(590)
(2,037)
3,061
(2,704)
8,805 $
(5,570)
8,672
(2,255)
9,081
(6,008)
8,336
(3,578)
Classification
Year Ended December 31,
2022
2021
2023
Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a
straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on
the contractual cash rental payments due for the period. During the years ended December 31, 2023, 2022 and 2021, we wrote-off previously recognized straight-line rent receivable
balances of $16,642,000, $0 and $49,241,000, respectively, through a reduction of rental income, which relate to leases for which collection of substantially all contractual lease
payments were no longer deemed probable.
Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. Rental income related to operating leases
and the corresponding variable lease payments, which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and
real estate taxes for the periods indicated were as follows (in thousands):
Fixed income from operating leases
Variable lease income
2023
$
Year Ended December 31,
2022
1,344,096
211,977
$
1,258,238
193,548
$
2021
1,193,837
180,858
95
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted
for under ASC 606. Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related
to these leases was $466,162,000, $410,749,000 and $194,078,000 for the years ended December 31, 2023, 2022 and 2021, respectively.
The following table sets forth the future minimum lease payments receivable for leases in effect at December 31, 2023 (excluding properties in our Seniors Housing Operating
portfolio and excluding any operating expense reimbursements) (in thousands):
2024
2025
2026
2027
2028
Thereafter
Totals
7. Loans Receivable
$
$
1,391,509
1,379,176
1,343,749
1,323,525
1,307,766
10,469,656
17,215,381
Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in
receivables and other assets, net of allowance for credit losses.
Accrued interest receivable was $31,798,000 and $22,878,000 as of December 31, 2023 and December 31, 2022, respectively, and is included in receivables and other assets on the
Consolidated Balance Sheets. The following is a summary of our loans receivable (in thousands):
Mortgage loans
Other real estate loans
Allowance for credit losses on real estate loans receivable
Real estate loans receivable, net of credit allowance
Non-real estate loans
Allowance for credit losses on non-real estate loans receivable
Non-real estate loans receivable, net of credit allowance
Total loans receivable, net of credit allowance
Year Ended December 31,
2023
2022
$
$
1,057,516
324,660
(20,589)
1,361,587
503,993
(173,874)
330,119
1,691,706
$
$
707,464
195,566
(12,186)
890,844
441,231
(152,063)
289,168
1,180,012
The following is a summary of our loan activity for the periods presented (in thousands):
Advances on loans receivable
Less: Receipts on loans receivable
Net cash advances (receipts) on loans receivable
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
$
$
490,736
90,215
400,521
$
$
156,045
196,310
(40,265)
$
$
997,449
343,260
654,189
During the year ended December 31, 2021, we provided £540 million (approximately $750,330,000 based on the Sterling/ U.S. Dollar exchange rate as of the date of funding) of
senior loan financing and a £30 million delayed facility for working capital and capital expenditures to affiliates of Safanad, a global real estate and private equity firm, as part of the
recapitalization of its investment in HC-One Group ("HC-One"). During the year ended December 31, 2023, we amended the loan agreement to provide an additional £65 million of
financing relating to HC-One's acquisition of an operating platform and extended the maturity to October 2028. As of December 31, 2023, the outstanding principal balance on the
expanded loan is £611,453,000 (approximately $779,175,000 based on the Sterling/U.S. Dollar exchange rate as of December 31, 2023). As part of the original loan and as part of the
2023 expansion, we received equity warrants, which provide us the right to participate in the capital appreciation of HC-One above a designated price upon liquidation. See Note 12
for additional details.
96
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our loans by credit loss category (in thousands):
Loan category
Deteriorated loans
Collective loan pool
Collective loan pool
Collective loan pool
Collective loan pool
Collective loan pool
Collective loan pool
Total loans
Years of Origination
Loan Carrying Value
Allowance for Credit Loss
Net Loan Balance
No. of Loans
December 31, 2023
2007 - 2023
2007 - 2018
2019
2020
2021
2022
2023
$
$
215,283
227,810
23,960
34,938
871,754
126,324
386,100
1,886,169
$
$
(172,045)
(3,028)
(319)
(464)
(11,794)
(1,680)
(5,133)
(194,463)
$
$
43,238
224,782
23,641
34,474
859,960
124,644
380,967
1,691,706
9
14
4
5
11
18
17
78
During the year ended December 31, 2021, we entered into definitive agreements to substantially exit our operating relationship with Genesis primarily through the transition of 51
properties to other operators. To effectuate this transition, we agreed to provide Genesis a lease termination fee of $86,310,000 upon successful transition of all properties, which was
to be used to immediately repay indebtedness to us. These property transitions substantially occurred throughout 2021, and as of December 31, 2023, $85,043,000 of the lease
termination fee has been earned by Genesis and repaid to us to reduce substantially all of the outstanding balance of this indebtedness.
Additionally, upon achievement of certain restructuring milestones, we agreed to reduce the balance of Genesis' unsecured notes payable to us by an additional $169,771,000 in
exchange for an equity interest in Genesis. As of December 31, 2023, the amount of the potential reduction of the balance of these unsecured notes has increased to $238,104,000 due
to accrued unpaid interest. The maturity date on the unsecured notes has been extended to March 29, 2024. The unsecured notes are included in the deteriorated loan category, and
per our policy have had no interest recognized in the three years ended December 31, 2023. The achievement of milestones required for forgiveness has not yet occurred and as of
December 31, 2023, the outstanding contractual balance of the unsecured notes, before potential debt reduction, is $290,296,000 and the carrying value is $24,246,000 after
application of an allowance for credit losses and consideration of unrecognized interest.
During the year ended December 31, 2023, certain secured indebtedness payable by Genesis to us, which has a carrying value of $166,859,000, was modified to extend the
maturity date to March 29, 2024, with no other changes to the terms. Both the unsecured and the secured notes with Genesis are included in non-real estate loans receivable.
The total allowance for credit losses is deemed to be sufficient to absorb expected losses relating to our loan portfolio. The following is a summary of the allowance for credit losses
on loans receivable for the periods presented (in thousands):
Balance at beginning of year
(1)
(2)
Provision for loan losses, net
Loan write-offs
Purchased deteriorated loan
Reserve for unrecognized interest added to principal
Foreign currency translation
Balance at end of year
(1)
(2)
Excludes the provision for loan loss on held-to-maturity debt securities.
Includes $64,075,000 related to the Genesis lease terminations for the twelve months ended December 31, 2021.
The following is a summary of our deteriorated loans (in thousands):
Balance of deteriorated loans at end of year
Allowance for credit losses
Balance of deteriorated loans not reserved
Interest recognized on deteriorated loans
(1)
(1
Represents cash interest recognized in the period.
97
2023
Year Ended December 31,
2022
2021
164,249
8,797
—
19,077
2,066
274
194,463
$
$
166,785
(1,394)
—
—
—
(1,142)
164,249
$
$
224,036
7,270
(64,075)
—
—
(446)
166,785
2023
Year Ended December 31,
2022
2021
215,283
(172,045)
43,238
1,681
$
$
$
174,841
(148,438)
26,403
—
$
$
$
178,369
(148,438)
29,931
3,185
$
$
$
$
$
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Investments in Unconsolidated Entities
We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. Our share of the results of operations for these properties has
been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income
as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands):
Seniors Housing Operating
Triple-net
Outpatient Medical
Total
(1)
Percentage Ownership
10% to 95%
10% to 88%
15% to 50%
December 31, 2023
December 31, 2022
$
$
1,248,774
147,679
240,078
1,636,531
$
$
1,171,307
111,812
216,671
1,499,790
(1)
As of December 31, 2023 and includes ownership of investments classified as liabilities and excludes ownership of in-substance real estate.
During the year ended December 31, 2023, we recognized $35,293,000 of impairment losses related to investments in unconsolidated entities in our Consolidated Statements of
Comprehensive Income as income or loss from unconsolidated entities. No such impairment losses were recognized during the years ended December 31, 2022 or 2021.
Through June 30, 2023, we owned 34% of Sunrise Senior Living Management, Inc. ("Sunrise ManCo"), who provided comprehensive property management and accounting
services with respect to certain of our Seniors Housing Operating properties operated by Sunrise. We pay Sunrise annual management fees pursuant to long-term management
agreements. The majority of our management agreements have initial terms expiring in 2028, plus, if applicable, optional renewal periods ranging from an additional 3 to 15 years
depending on the property. The management fees payable to Sunrise under the management agreements include a fee based on a percentage of revenues generated by the applicable
properties plus, if applicable, positive or negative adjustments based on specified performance targets. For the period in which we owned Sunrise ManCo in 2023, we recognized
management fees of $14,185,000 which are reflected within property operating expenses in our Consolidated Statements of Comprehensive Income. For the years ended December
31, 2022 and 2021, we recognized $27,660,000 and $37,052,000 of management fees, respectively. Prior to the sale of our interest in Sunrise ManCo, we recognized an impairment
charge of $28,708,000 in income from unconsolidated entities on our Consolidated Statements of Comprehensive Income for the year ended December 31, 2023, calculated as the
excess of the carrying value of our investment in the management company compared to estimated sales proceeds for its sale.
At December 31, 2023, the aggregate unamortized basis difference of our joint venture investments of $144,144,000 is primarily attributable to the difference between the amount
for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized
over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities.
We have made loans related to 24 properties as of December 31, 2023 for the development and construction of certain properties which are classified as in substance real estate
investments and have a carrying value of $832,746,000. We believe that such borrowers typically represent VIEs in accordance with ASC 810. VIEs are required to be consolidated
by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance;
and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of
such borrowers, therefore, the loan arrangements were assessed based on among other factors, the amount and timing of expected residual profits, the estimated fair value of the
collateral and the significance of the borrower’s equity in the project. Based on these assessments the arrangements have been classified as in substance real estate investments. We
expect to fund an additional $195,763,000 related to these investments.
98
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Credit Concentration
We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes
certain information about our credit concentration for the year ended December 31, 2023, excluding our share of NOI in unconsolidated entities (dollars in thousands):
Concentration by relationship:
(1)
(3)
Integra Healthcare Properties
Sunrise Senior Living
Cogir Management Corporation
Avery Healthcare
Oakmont Management Group
Remaining portfolio
Totals
Number of
Properties
Total
NOI
147
88
120
84
64
1,398
1,901
$
$
215,466
150,801
112,571
100,017
94,487
2,016,877
2,690,219
(2)
Percent of
NOI
8%
6%
4%
4%
4%
74%
100%
(1)
Integra Healthcare Properties is in our Triple-net segment. Sunrise Senior Living ("Sunrise"), Cogir Management Corporation and Oakmont Management Group are in our Seniors Housing Operating segment.
Avery Healthcare is in both our Seniors Housing Operating and Triple-net segments.
(2)
NOI with our top five relationships comprised 30% of total NOI for the year ending December 31, 2022.
(3)
For the year ended December 31, 2023, we recognized $793,920,000 of revenue from properties managed by Sunrise.
In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange
for a lease modification, which relieved ProMedica from its lease obligation on the properties and amended the lease on the remaining 58 assisted living and memory care properties
that continue to be held by the Welltower/ProMedica joint venture. The reduction of ProMedica's noncontrolling interest of $273,504,000 resulting from its relinquishment of the
interest in the joint venture previously holding the 147 skilled nursing facilities is a non-cash financing activity excluded from our Consolidated Statement of Cash Flows. The 58
assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty.
Concurrently with the above, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio, which were subsequently
subleased to regional operators. Also in December 2022, we sold to Integra a 15% ownership interest in 54 of those skilled nursing facilities for approximately $73 million, with no
gain recognized as the properties continue to be consolidated following the transaction. This transaction represents the initial tranche of the newly formed joint venture owned 85% by
Welltower and 15% by Integra. In January 2023, Integra acquired a 15% interest in an additional 31 of the remaining 93 skilled nursing facilities for approximately $74 million.
10. Borrowings Under Credit Facilities and Commercial Paper Program
At December 31, 2023, we had a primary unsecured credit facility with a consortium of 31 banks that included a $4,000,000,000 unsecured revolving credit facility, a
$1,000,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a
$1,000,000,000 tranche that matures on June 4, 2026 (none outstanding at December 31, 2023) and a $3,000,000,000 tranche that matures on June 4, 2025 (none outstanding at
December 31, 2023). The term credit facilities mature on July 19, 2026. Each tranche of the revolving facility and term loans may be extended for two successive terms of six months
at our option. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $1,000,000,000 unsecured term credit facility by up to an
additional $1,250,000,000, in the aggregate, and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured
credit facility also allows us to borrow up to $1,000,000,000 in alternate currencies (none outstanding at December 31, 2023). Borrowings under the unsecured revolving credit
facility are subject to interest payable at the applicable margin over the secured overnight financing rate ("SOFR") interest rate. Based on our current credit ratings, the loans under
the unsecured revolving credit facility currently bear interest at 0.775% over the adjusted SOFR rate at December 31, 2023. In addition, we pay a facility fee quarterly to each bank
based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.15% at December 31, 2023.
Under the terms of our commercial paper program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up
to a maximum aggregate face or principal amount outstanding at any time of $1,000,000,000 (none outstanding at December 31, 2023).
99
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in
thousands):
Balance outstanding at year end
Maximum amount outstanding at any month end
Average amount outstanding (total of daily principal balances
divided by days in period)
Weighted-average interest rate (actual interest expense divided
by average borrowings outstanding)
2023
Year Ended December 31,
2022
2021
$
$
$
—
205,000
16,233
$
$
$
—
1,565,000
766,167
$
$
$
325,000
994,000
384,418
5.05 %
1.75 %
0.33 %
11. Senior Unsecured Notes and Secured Debt
At December 31, 2023, the annual principal payments due on debt obligations were as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
(4,5)
(6)
(7)
Total principal balance
Unamortized discounts and premiums, net
Unamortized debt issuance costs, net
Fair value adjustments and other, net
Total carrying value of debt
Senior Unsecured Notes
(1,2)
Secured Debt
(3)
Totals
1,350,000
1,260,000
700,000
1,916,604
2,485,865
5,987,150
13,699,619
(26,271)
(72,812)
(48,314)
13,552,222
$
$
$
400,258
428,821
155,500
210,091
107,546
920,229
2,222,445
—
(20,237)
(18,881)
2,183,327
$
$
$
1,750,258
1,688,821
855,500
2,126,695
2,593,411
6,907,379
15,922,064
(26,271)
(93,049)
(67,195)
15,735,549
$
$
$
Annual interest rates range from 2.05% to 7.02%. The ending weighted average interest rate, after considering the effects of interest rate swaps, was 4.05%, 4.06%, and 3.67%. as of December 31, 2023, December
(1)
31, 2022, and December 31, 2021, respectively.
(2)
All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed
by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly owned subsidiary of Welltower OP and are fully and
unconditionally guaranteed by Welltower OP.
(3)
Annual interest rates range from 1.25% to 8.13%. The ending weighted average interest rate, after considering the effects of interest rate swaps and caps, was 4.76%, 4.33%, and 3.03% as of December 31, 2023,
December 31, 2022, and December 31, 2021, respectively. Gross real property value of the properties securing the debt totaled $5,511,479,000 at December 31, 2023.
(4)
Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $189,365,000 based on the Canadian/U.S. Dollar exchange rate on December 31,
2023). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (6.31% at December 31, 2023) and
Canadian Dealer Offered Rate plus 0.85% (6.31% at December 31, 2023), respectively.
(5)
Includes $300,000,000 of Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $227,239,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2023).
(6)
Includes £550,000,000 of 4.80% senior unsecured notes due 2028 (approximately $700,865,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2023).
(7)
Includes £500,000,000 of 4.50% senior unsecured notes due 2034 (approximately $637,150,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2023).
The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):
Beginning balance
Debt issued
Debt extinguished
Foreign currency
Ending balance
2023
Year Ended December 31,
2022
2021
$
$
12,584,529
1,035,000
—
80,090
13,699,619
$
$
11,707,961
1,050,000
—
(173,432)
12,584,529
$
$
11,509,533
1,750,000
(1,533,752)
(17,820)
11,707,961
In January 2024, we repaid our $400,000,000 4.5% senior unsecured notes at maturity.
100
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes
issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by
acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of
the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future
unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and
to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower's
ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries,
whether by dividends, loans, distributions or other payments.
We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes
for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The
senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, subject to certain contractual restrictions, at a redemption price equal to the
sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole”
amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our
liquidity requirements, contractual restrictions and other factors.
Exchangeable Senior Unsecured Notes
In May 2023, Welltower OP issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028 (the "Exchangeable Notes"
or the "Notes") unless earlier exchanged, purchased or redeemed. The Exchangeable Notes will pay interest semi-annually in arrears on May 15 and November 15 of each year. The
net proceeds from the offering of the Exchangeable Notes were approximately $1,011,780,000 after deducting the underwriting fees and other expenses. We recognized contractual
interest expense on the Exchangeable Notes of approximately $18,184,000 for the year end December 31, 2023. Additionally, amortization of related issuance costs for the year end
December 31, 2023 were $2,975,000. Unamortized issuance costs were $20,245,000 as of December 31, 2023.
Prior to the close of business on the business day immediately preceding November 15, 2027, the Notes are exchangeable at the option of the holders only upon certain
circumstances and during certain periods, including upon a notice of redemption described below. On or after November 15, 2027, the Notes will be exchangeable at the option of the
holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date. Welltower OP will settle exchanges of the Notes by delivering cash
up to the principal amount of the Notes exchanged and, in respect of the remainder of the exchanged value, if any, in excess thereof, cash or shares of Welltower's common stock, or a
combination thereof, at the election of Welltower OP. The exchange rate initially equals 10.4808 shares of common stock per $1,000 principal amount of Notes (equivalent to an
exchange price of approximately $95.41 per share of common stock). The exchange rate is subject to adjustment upon the occurrence of certain events but will not be adjusted for any
accrued and unpaid interest.
Welltower OP may redeem the Notes, at its option, in whole or in part, on any business day on or after May 20, 2026, if the last reported sales price of the common stock has been
at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the
trading day immediately preceding the date on which Welltower OP provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date.
The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):
Beginning balance
Debt issued
Debt assumed
Debt extinguished
Principal payments
Foreign currency
Ending balance
2023
Year Ended December 31,
2022
2021
$
$
2,129,954 $
385,115
428,578
(687,780)
(54,076)
20,654
2,222,445 $
2,202,312 $
113,183
328,096
(399,066)
(58,114)
(56,457)
2,129,954 $
2,378,073
23,569
—
(132,031)
(65,587)
(1,712)
2,202,312
Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and
impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2023, we were in compliance in all material respects
with all of the covenants under our debt agreements.
101
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Derivative Instruments
We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital
structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency
swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks.
Cash Flow Hedges and Fair Value Hedges of Interest Rate Risk
We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps
designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to
hedge the variable cash flows associated with variable-rate debt.
Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap
agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are
designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are
recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March
2022, we entered into a fixed to floating swap in connection with our March 2022 senior note issuance. As of December 31, 2023, the carrying amount of the notes, exclusive of the
hedge, is $545,872,000. The fair value of the swap as of December 31, 2023 was ($48,314,000) and was recorded as a derivative liability with an offset to senior unsecured notes on
our Consolidated Balance Sheets.
Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during
the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are
amortized into earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated
Statements of Comprehensive Income. Approximately $2,562,000 of losses, which are included in other comprehensive income ("OCI"), are expected to be reclassified into earnings
in the next 12 months.
Cash flows from derivatives accounted for as a fair value or cash flow hedge are classified in the same category as the cash flows from the items being hedged in the Consolidated
Statement of Cash Flows.
Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges
We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange
rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative
translation adjustment component of OCI.
During the years ended December 31, 2023, 2022, and 2021 we settled certain net investment hedges generating cash proceeds of $29,553,000, $61,853,000 and $14,505,000,
respectively. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated.
Derivative Contracts Undesignated
We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these
instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency
denominated balance sheet exposures. In addition, we have several interest rate cap contracts related to variable rate secured debt agreements. Gains and losses resulting from the
changes in fair values of these instruments are also recorded in interest expense.
Equity Warrants
We received equity warrants through our lending activities further described in Note 7, which were accounted for as loan origination fees. The warrants provide us the right to
participate in the capital appreciation of the underlying HC-One real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as
derivatives under ASC Topic 815. The warrants are classified within receivables and other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with
changes in fair value being recognized within gain (loss) on derivatives and financial instruments in our Consolidated Statements of Comprehensive Income.
102
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands):
December 31, 2023
December 31, 2022
Derivatives designated as net investment hedges:
Denominated in Canadian Dollars
Denominated in Pound Sterling
Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars
Denominated in Pound Sterling
Interest rate swaps and caps designated as cash flow hedges:
Denominated in U.S. Dollars
(1)
Interest rate swaps designated as fair value hedges:
Denominated in U.S. Dollars
Derivative instruments not designated:
Interest rate caps denominated in U.S. Dollars
Foreign currency exchange contracts denominated in Canadian Dollars
(1)
At December 31, 2023 the maximum maturity date was September 1, 2028.
$
£
$
£
$
$
$
$
2,025,000
1,660,708
250,000
1,050,000
872,601
550,000
—
80,000
$
£
$
£
$
$
$
$
1,075,000
1,890,708
250,000
1,050,000
25,000
550,000
26,137
80,000
The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):
Description
Gain (loss) on derivative instruments designated as hedges recognized in
income
Gain (loss) on derivative instruments not designated as hedges recognized
in income
Gain (loss) on equity warrants recognized in income
Gain (loss) on derivative and financial instruments designated as hedges
recognized in OCI
Location
Interest expense
Interest expense
Gain (loss) on derivatives and financial
instruments, net
OCI
$
$
$
$
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
18,068
(1,383)
2,218
(245,095)
$
$
$
$
28,894
4,255
(6,837)
442,620
$
$
$
$
23,133
(433)
10,361
79,702
13. Commitments and Contingencies
At December 31, 2023, we had 23 outstanding letter of credit obligations totaling $49,680,000 and expiring during 2024 and 2025. At December 31, 2023, we had outstanding
construction in progress of $1,304,441,000 and were committed to providing additional funds of approximately $966,829,000 to complete construction. Additionally, at December
31, 2023, we had outstanding investments classified as in substance real estate of $832,746,000 and were committed to provide additional funds of $195,763,000 (see Note 8 for
additional information). Purchase obligations include $969 million representing a definitive agreement to acquire 25 Seniors Housing Operating properties entered into in February
2024 (see Note 3 for additional information) and $39,387,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenants are increased to reflect the
additional investment in the property.
14. Stockholders’ Equity
The following is a summary of our stockholders’ equity capital accounts as of the dates indicated:
Preferred Stock, $1.00 par value:
Authorized shares
Issued shares
Outstanding shares
Common Stock, $1.00 par value:
Authorized shares
Issued shares
Outstanding shares
December 31, 2023
December 31, 2022
50,000,000
—
—
700,000,000
566,001,632
564,241,181
50,000,000
—
—
700,000,000
492,283,488
490,508,937
103
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common Stock
In August 2023, we entered into an equity distribution agreement whereby we can offer and sell up to $4,000,000,000 aggregate amount of our common stock ("ATM Program", as
amended from time to time). The ATM Program also allows us to enter into forward sale agreements (none outstanding at December 31, 2023). As of December 31, 2023, we had
$1,854,611,000 of remaining capacity under the ATM Program. Subsequent to December 31, 2023, we sold 5,046,308 shares of common stock under the ATM Program.
In November 2023, we issued 20,125,000 shares of common stock. The shares were sold pursuant to an underwriting agreement, dated as of November 6, 2023.
On May 1, 2020, our Board of Directors authorized a share repurchase program whereby we may repurchase up to $1 billion of common stock through December 31, 2021. On
November 7, 2022, our Board of Directors approved a follow-on share repurchase program for up to $3 billion of common stock (the "Stock Repurchase Program"). Under the Stock
Repurchase Program, we are not required to purchase shares but may choose to do so in the open market or through privately-negotiated transactions, through block trades, by
effecting a tender offer, by way of an accelerated share repurchase program, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the
foregoing. We expect to finance any share repurchases using available cash and may use proceeds from borrowings or debt offerings. The Stock Repurchase Program has no
expiration date and does not obligate us to repurchase any specific number of shares. We did not repurchase any shares of our common stock during the years ended December 31,
2023, 2022, and 2021.
The following is a summary of our common stock issuances during the periods indicated (dollars in thousands, except shares and average price amounts):
2021 Option exercises
2021 ATM Program issuances
2021 Stock incentive plans, net of forfeitures
2021 Totals
2022 Option exercises
2022 ATM Program issuances
2022 Redemption of OP Units and DownREIT Units
2022 Stock incentive plans, net of forfeitures
2022 Totals
2023 Option exercises
2023 ATM Program issuances
2023 Equity issuance
2023 Redemption of OP Units and DownREIT Units
2023 Stock incentive plans, net of forfeitures
2023 Totals
Dividends
Shares Issued
Average Price
Gross Proceeds
Net Proceeds
$
$
338
29,667,348
171,189
29,838,875
2,433
43,092,888
5,498
168,641
43,269,460
3,541 $
53,300,874
20,125,000
335,562
(32,733)
73,732,244
56.21
80.41
67.00
86.23
78.23
80.92
88.06
$
$
$
$
$
$
19
2,385,683
—
2,385,702
163
3,715,971
—
—
3,716,134
277
4,313,007
1,772,216
—
—
6,085,500
$
$
$
$
$
$
19
2,348,182
—
2,348,201
163
3,667,691
—
—
3,667,854
277
4,290,766
1,719,086
—
—
6,010,129
Please refer to Note 19 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per share amounts):
Common stock
$
2.44
$
1,259,676
$
2.44
$
1,133,182
$
2.44
$
1,037,194
December 31, 2023
Year Ended
December 31, 2022
December 31, 2021
Per Share
Amount
Per Share
Amount
Per Share
Amount
Accumulated Other Comprehensive Income
The following is a summary of accumulated other comprehensive income/(loss) for the periods presented (in thousands):
Foreign currency translation
Derivative and financial instruments designated as hedges
Total accumulated other comprehensive income (loss)
December 31, 2023
December 31, 2022
$
$
(913,675)
750,515
(163,160)
$
$
(1,115,317)
995,610
(119,707)
104
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Stock Incentive Plans
In March 2022, our Board of Directors approved the 2022 Long-Term Plan ("2022 Plan"), which authorizes up to 10,000,000 shares of common stock or units to be issued at the
discretion of the Compensation Committee of the Board of Directors. Awards granted after March 28, 2022 are issued out of the 2022 Plan. The awards granted under the 2016 Long-
Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the
2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock units, deferred stock units, performance units and
dividend equivalent rights. Vesting periods for options, deferred stock units and restricted stock units generally range from three to five years. Options expire ten years from the date
of grant.
Under our long-term incentive plan, certain restricted stock awards are market, performance and time-based. For market and performance based awards, we will grant a target
number of restricted stock units, with the ultimate award determined by the total shareholder return and operating performance metrics, measured in each case over a measurement
period of three to four years. Performance based awards vest after the end of the performance periods. The expected term represents the period from the grant date to the end of the
performance period. Compensation expense for performance based awards is measured based on the probability of achievement of certain performance goals and is recognized over
the performance period. For the portion of the grant for which the award is determined by the operating performance metrics, the compensation cost is based on the grant date closing
price and management’s estimate of corporate achievement of the financial metrics. If the estimated number of performance based restricted stock to be earned changes, an
adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grant determined by the total shareholder
return ("TSR"), management used a Monte Carlo model to assess the fair value and compensation cost. For time based awards, the fair value of the restricted stock is equal to the
market price of the Company’s common stock on the date of grant and is amortized over the vesting periods. For purposes of measuring stock-based compensation expense, we
consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No
adjustments were deemed necessary for the years ended December 31, 2023, 2022, or 2021. Forfeitures are accounted for as they occur.
The following table summarizes compensation expense recognized for the periods presented (in thousands):
Stock options
Restricted stock units
Total compensation expense
Stock Options
2023
Year Ended December 31,
2022
2021
$
$
2,741
34,458
37,199
$
$
2,378
23,771
26,149
$
$
1,088
16,724
17,812
The following is a summary of time-based stock option activity in 2023:
Shares
Weighted Average
Exercise Price
Weighted Average Remaining
Contractual Life (years)
Intrinsic Value ($000's)
Outstanding as of December 31, 2022
Options granted
Options exercised
Options forfeited
Outstanding as of December 31, 2023
Exercisable as of December 31, 2023
551,515
93,674
(5,189)
(3,740)
636,260
210,262
$
$
$
75.82
75.50
79.82
77.77
75.73
72.72
7.8
7.4
$
$
9,190
7,817
We used the Black-Scholes option pricing model to determine the grant date fair value of time-based options. The weighted-average assumptions used are as follows:
(1)
Dividend yield
Estimated volatility
Risk free rate
Expected life of options
Estimated fair value
2023
3.20%
34.82%
4.12%
4.8
$20.55
(1)
Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility.
105
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2023, there was $4,895,000 of total unrecognized compensation expense related to unvested time-based stock options that is expected to be recognized over a
weighted-average period of two years.
During December 2021, we granted performance-based stock options. The grant date fair value of $20.31 was estimated on the date of grant using the Black-Scholes option pricing
model. These options have a performance condition based on a Funds From Operations goal measured over the performance period of January 1, 2022 to December 31, 2024. These
awards vest over two years after the end of the performance period, with a portion vesting immediately at the end of the performance period. Compensation expense is measured
based on the probability of achievement of the performance goal and is recognized over both the performance period and vesting period. At December 31, 2022 and December 31,
2023, the performance goal was not probable of being achieved. The following is a summary of performance-based stock option activity as of December 31, 2023:
Outstanding as of December 31, 2022
Options forfeited
Outstanding as of December 31, 2023
Shares
Price
Weighted Average Exercise
825,216
(10,095)
815,121
$
$
83.44
83.44
83.44
Restricted Stock
During January 2022, we granted performance-based restricted stock awards under the terms of an Out Performance Program ("OPP"). The grant date fair value was estimated on
the date of grant using a Monte Carlo model. These awards have performance conditions based on a Funds From Operations goal and absolute and relative TSR goals measured over
the performance period of January 1, 2022 to December 31, 2025. These awards vest after the end of the performance period. Compensation expense is measured based on the
probability of achievement of the performance goals and is recognized over the performance period. At December 31, 2022 and December 31, 2023, the performance goals were not
probable of being achieved. The following is a summary of our non-vested OPP restricted stock activity as of December 31, 2023:
Non-vested at December 31, 2022
Forfeited or expired
Non-vested at December 31, 2023
Restricted Stock
Number of Shares
Weighted-Average
Grant Date Fair Value
936,915
(4,690)
932,225
$
$
27.60
27.60
27.60
The following is a summary of the status of our non-vested restricted stock (including market, performance and time-based awards, and excluding OPP awards) as of December
31, 2023:
Non-vested at December 31, 2022
Vested
Granted
Change in awards based on performance
Forfeited or expired
(1)
Non-vested at December 31, 2023
Restricted Stock
Number of Shares
Weighted-Average
Grant Date Fair Value
803,327
(255,514)
414,177
798,065
(14,040)
1,746,015
$
$
84.78
82.40
97.20
106.59
87.80
98.03
(1)
Represents the change in number of market and performance based awards earned based on performance achievement.
We used a Monte Carlo model to assess the compensation cost associated with the portion of the market awards granted for which achievement will be determined using total
shareholder return measures. The model also considers a post-vesting holding period. The weighted-average assumptions used are as follows:
Dividend yield
Estimated volatility over the life of the plan
Risk free rate
Estimated market based performance award value based on total shareholder return measure
(1)
(1)
Estimated volatility over the life of the plan is using 50% historical volatility and 50% implied volatility.
106
2023
3.20%
27.33% - 39.02%
4.44% - 5.08%
$118.87
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2023, there was $40,721,000 of total unrecognized compensation expense related to unvested restricted stock that is expected to be recognized over a
weighted-average period of two years.
16. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
Numerator for basic earnings per share - net income attributable to common stockholders
Adjustment for net income (loss) attributable to OP Units and DownREIT Units
Numerator for diluted earnings per share
Denominator for basic earnings per share - weighted average shares
Effect of dilutive securities:
Employee stock options
Non-vested restricted shares and units
OP Units and DownREIT Units
Employee stock purchase program
Dilutive potential common shares
Denominator for diluted earnings per share - adjusted weighted average shares
Basic earnings per share
Diluted earnings per share
2023
Year Ended December 31,
2022
2021
$
$
$
$
340,094
$
(303)
339,791
$
515,629
32
1,031
1,983
26
3,072
518,701
141,214
$
165
141,379
$
462,185
20
1,058
1,865
30
2,973
465,158
0.66
0.66
$
$
0.31
0.30
$
$
336,138
(3,020)
333,118
424,976
—
447
1,396
22
1,865
426,841
0.79
0.78
As of December 31, 2021, outstanding forward sales agreements for the sale of 5,187,250 shares were not included in the computation of diluted earnings per share because such
forward sales were anti-dilutive for the period. There were no outstanding forward sale agreements as of December 31, 2023 or December 31, 2022. Employee stock options were
anti-dilutive for 2021.
The Exchangeable Notes were not included in the computation of diluted earnings per share as they were anti-dilutive for the year ended December 31, 2023.
17. Disclosure about Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy exists for disclosures of fair value measurements based
upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based
upon the lowest level of input that is significant to the fair value measurement. The three levels are defined below:
•
•
•
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that
are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Mortgage Loans, Other Real Estate Loans and Non-real Estate Loans Receivable — The fair value of mortgage loans, other real estate loans and non-real estate loans receivable is
generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers
with similar credit ratings and for the same remaining maturities.
Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value.
Equity Warrants — The fair value of equity warrants is estimated using Level 3 inputs and includes data points such as enterprise value of the underlying HC-One Group real estate
portfolio, marketability discount for private company warrants,
107
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
dividend yield, volatility and risk-free rate. The enterprise value is driven by projected cash flows, weighted average cost of capital and a terminal capitalization rate.
Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program — The carrying amount of the primary unsecured credit facility and commercial paper
program approximates fair value because the borrowings are interest rate adjustable.
Senior Unsecured Notes — The fair value of the senior unsecured notes payable is estimated based on Level 1 publicly available trading prices. The carrying amount of the variable
rate senior unsecured notes approximates fair value because they are interest rate adjustable.
Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar
loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the
borrowings are interest rate adjustable.
Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are
recorded in other assets or other liabilities on the balance sheet at fair value that is derived from Level 2 observable market data, including yield curves and foreign exchange rates.
Redeemable DownREIT Unitholder Interests — Our redeemable DownREIT Unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair
value is below the initial amount, in which case the redeemable DownREIT Unitholder interests are recorded at the initial amount adjusted for distributions to the unitholders and
income or loss attributable to the unitholders. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash
or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances.
The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):
Financial assets:
Mortgage loans receivable
Other real estate loans receivable
Cash and cash equivalents
Restricted cash
Non-real estate loans receivable
Foreign currency forward contracts, interest rate swaps and cross currency swaps
Equity warrants
Financial liabilities:
Senior unsecured notes
Secured debt
Foreign currency forward contracts, interest rate swaps and cross currency swaps
Redeemable DownREIT Unitholder interests
Items Measured at Fair Value on a Recurring Basis
December 31, 2023
December 31, 2022
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$
$
$
$
$
1,043,252
318,335
1,993,646
82,437
330,119
37,118
35,772
13,552,222
2,183,327
96,023
$
$
1,105,260
319,905
1,993,646
82,437
312,985
37,118
35,772
13,249,247
2,144,059
96,023
$
$
697,906
192,938
631,681
90,611
289,168
191,357
30,436
12,437,273
2,110,815
55,727
77,928
$
77,928
$
75,355
$
739,159
190,977
631,681
90,611
277,601
191,357
30,436
11,381,873
2,054,889
55,727
75,355
The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring
basis (in thousands):
Equity warrants
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net
asset (liability)
(1)
Totals
(1)
Please see Note 12 for additional information.
Fair Value Measurements as of December 31, 2023
Total
Level 1
Level 2
Level 3
$
$
35,772
$
(58,905)
(23,133)
$
—
$
—
—
$
—
$
(58,905)
(58,905)
$
35,772
—
35,772
108
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the years presented (in thousands):
Beginning balance
Warrants acquired
Mark-to-market adjustment
Foreign currency
Ending balance
December 31, 2023
December 31, 2022
Years Ended
30,436
1,202
2,218
1,916
35,772
$
$
41,909
—
(6,837)
(4,636)
30,436
$
$
The most significant assumptions utilized in the valuation of the equity warrants are the cash flows of the underlying HC-One Group enterprise, as well as the terminal
capitalization rate which was 10.0% and 10.5% at year end December 31, 2023 and 2022, respectively.
Items Measured at Fair Value on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring
basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired, exchanged
or assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of loans receivable) are also measured at fair value on a
nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our
assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements
generally resides within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as
net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an
external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of
such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows
and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured
debt assumed in asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date.
18. Segment Reporting
We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating,
Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include seniors apartments, assisted living, independent living/continuing care retirement communities,
independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof that are generally owned and/or operated through
RIDEA structures (see Note 19). Our Triple-net properties include the property types described above as well as long-term/post-acute care facilities. Under the Triple-net segment, we
invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net
leases and we are not involved in the management of the property. Our Outpatient Medical properties are typically leased to multiple tenants and generally require a certain level of
property management by us.
We evaluate performance based upon consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We
believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI
to make decisions about resource allocations and to assess the property level performance of our properties.
Non-segment revenue consists mainly of interest income on cash investments recorded in other income. Non-segment assets consist of corporate assets including cash, deferred
loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The results of operations for all acquisitions
described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. All inter-segment transactions
are eliminated.
109
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summary information for the reportable segments (which excludes unconsolidated entities) during the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands):
Year Ended December 31, 2023:
Resident fees and services
Rental income
Interest income
Other income
Total revenues
Property operating expenses
Consolidated net operating income (loss)
Depreciation and amortization
Interest expense
General and administrative expenses
Loss (gain) on derivatives and financial instruments, net
Loss (gain) on extinguishment of debt, net
Provision for loan losses, net
Impairment of assets
Other expenses
Income (loss) from continuing operations before income taxes
and other items
Income tax (expense) benefit
Income (loss) from unconsolidated entities
Gain (loss) on real estate dispositions, net
Income (loss) from continuing operations
Net income (loss)
Total assets
$
$
$
Seniors Housing
Operating
Triple-net
Outpatient Medical
—
814,751
157,592
70,986
1,043,329
42,194
1,001,135
231,028
(65)
—
(2,120)
—
6,348
11,098
5,060
749,786
—
16,700
259
766,745
766,745
9,985,952
$
$
$
4,753,804
—
10,096
9,743
4,773,643
3,655,508
1,118,135
906,771
56,509
—
—
—
3,197
24,999
96,972
29,687
—
(69,835)
68,290
28,142
28,142
24,857,722
$
$
$
110
—
741,322
666
9,167
751,155
231,956
519,199
263,302
10,543
—
—
7
264
—
2,289
242,794
—
(307)
(651)
241,836
241,836
7,353,819
$
Non-segment/Corporate
—
$
—
—
69,868
69,868
18,118
51,750
—
540,859
179,091
—
—
—
—
4,020
(672,220)
(6,364)
—
—
(678,584)
(678,584)
1,814,673
$
$
$
$
Total
4,753,804
1,556,073
168,354
159,764
6,637,995
3,947,776
2,690,219
1,401,101
607,846
179,091
(2,120)
7
9,809
36,097
108,341
350,047
(6,364)
(53,442)
67,898
358,139
358,139
44,012,166
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2022:
Resident fees and services
Rental income
Interest income
Other income
Total revenues
Property operating expenses
Consolidated net operating income (loss)
Depreciation and amortization
Interest expense
General and administrative expenses
Loss (gain) on derivatives and financial instruments, net
Loss (gain) on extinguishment of debt, net
Provision for loan losses, net
Impairment of assets
Other expenses
Income (loss) from continuing operations before income taxes and other items
Income tax (expense) benefit
Income (loss) from unconsolidated entities
Gain (loss) on real estate dispositions, net
Income (loss) from continuing operations
Net income (loss)
Total assets
Seniors Housing
Operating
Triple-net
—
782,329
142,402
6,776
931,507
44,483
887,024
215,887
963
—
8,334
80
9,289
3,595
13,043
635,833
—
34,495
16,648
686,976
686,976
8,619,314
$
$
$
$
$
$
4,173,711
—
7,867
63,839
4,245,417
3,292,045
953,372
854,800
34,833
—
—
386
1,039
13,146
66,026
(16,858)
—
(53,318)
5,794
(64,382)
(64,382)
22,000,732
111
Outpatient Medical
—
$
669,457
302
8,998
678,757
$
Non-
segment/Corporate
—
—
—
4,934
4,934
205,997
472,760
239,681
18,078
—
—
15
(8)
761
2,537
211,696
—
(2,467)
(6,399)
202,830
202,830
6,614,887
$
$
$
$
16,245
(11,311)
—
475,645
150,390
—
199
—
—
20,064
(657,609)
(7,247)
—
—
(664,856)
(664,856)
658,300
Total
4,173,711
1,451,786
150,571
84,547
5,860,615
3,558,770
2,301,845
1,310,368
529,519
150,390
8,334
680
10,320
17,502
101,670
173,062
(7,247)
(21,290)
16,043
160,568
160,568
37,893,233
$
$
$
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2021:
Resident fees and services
Rental income
Interest income
Other income
Total revenues
Property operating expenses
Consolidated net operating income (loss)
Depreciation and amortization
Interest expense
General and administrative expenses
Loss (gain) on derivatives and financial instruments, net
Loss (gain) on extinguishment of debt, net
Provision for loan losses, net
Impairment of assets
Other expenses
Income (loss) from continuing operations before income taxes and other items
Income tax (expense) benefit
Income (loss) from unconsolidated entities
Gain (loss) on real estate dispositions, net
Income (loss) from continuing operations
Net income (loss)
Seniors Housing
Operating
Triple-net
$
$
3,197,223
—
4,231
11,796
3,213,250
2,529,344
683,906
593,565
39,327
—
—
(2,628)
394
22,317
27,132
3,799
—
(39,225)
6,146
(29,280)
(29,280)
$
$
—
761,441
124,540
4,603
890,584
49,462
841,122
220,699
6,376
—
(7,333)
—
10,339
26,579
4,189
580,273
—
20,687
135,881
736,841
736,841
Outpatient Medical
—
$
613,254
8,792
13,243
635,289
$
Non-
segment/Corporate
—
—
—
2,992
2,992
186,939
448,350
223,302
17,506
—
—
(4)
(3,463)
2,211
2,523
206,275
—
(4,395)
93,348
295,228
295,228
$
8,817
(5,825)
—
426,644
126,727
—
52,506
—
—
7,895
(619,597)
(8,713)
—
—
(628,310)
(628,310)
$
Total
3,197,223
1,374,695
137,563
32,634
4,742,115
2,774,562
1,967,553
1,037,566
489,853
126,727
(7,333)
49,874
7,270
51,107
41,739
170,750
(8,713)
(22,933)
235,375
374,479
374,479
$
$
Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the
property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands):
Revenues:
United States
United Kingdom
Canada
Total
Resident fees and services:
United States
United Kingdom
Canada
Total
Assets:
United States
United Kingdom
Canada
Total
%
%
%
December 31, 2023
Amount
5,521,933
606,750
509,312
6,637,995
December 31, 2023
Amount
3,811,915
447,219
494,670
4,753,804
December 31, 2023
Amount
36,929,186
3,587,230
3,495,750
44,012,166
$
$
$
$
$
$
Year Ended
December 31, 2022
83.2 % $
9.1 %
7.7 %
100.0 % $
Amount
4,843,417
558,308
458,890
5,860,615
Year Ended
December 31, 2022
Amount
3,325,466
401,195
447,050
4,173,711
December 31, 2022
Amount
31,740,907
3,476,793
2,675,533
37,893,233
80.2 % $
9.4 %
10.4 %
100.0 % $
As of
83.9 % $
8.2 %
7.9 %
100.0 % $
112
%
%
%
82.6 % $
9.5 %
7.9 %
100.0 % $
79.7 % $
9.6 %
10.7 %
100.0 % $
83.8 %
9.2 %
7.0 %
100.0 %
December 31, 2021
Amount
3,766,707
552,650
422,758
4,742,115
December 31, 2021
Amount
2,389,257
396,610
411,356
3,197,223
%
%
79.4 %
11.7 %
8.9 %
100.0 %
74.7 %
12.4 %
12.9 %
100.0 %
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. Income Taxes and Distributions
We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100%
of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax.
The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting
purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan
losses for reporting purposes versus bad debt expense for tax purposes.
Cash distributions paid to common stockholders, for federal income tax purposes, are as follows for the periods presented:
Per share:
(1)
Ordinary dividend
Long-term capital gain/(loss)
Return of capital
(2)
Totals
2023
Year Ended December 31,
2022
2021
$
$
1.6719
0.1159
0.6522
2.4400
$
$
2.4400
—
—
2.4400
$
$
1.4828
0.8371
0.1201
2.4400
(1)
For the years ended December 31, 2023, 2022 and 2021, includes Section 199A dividends of $1.6719, $2.4400 and $1.4828 respectively.
(2)
For the years ended December 31, 2023, 2022 and 2021, includes Unrecaptured Section 1250 Gains of $0.0150, $0.0000 and $0.4523, respectively.
Our consolidated provision for income tax expense (benefit) is as follows for the periods presented (in thousands):
Current tax expense
Deferred tax benefit
Income tax expense (benefit)
2023
Year Ended December 31,
2022
2021
$
$
8,840
(2,476)
6,364
$
$
18,289
(11,042)
7,247
$
$
10,199
(1,486)
8,713
REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended
December 31, 2023, as a result of ownership of investments in Canada and the U.K., we were subject to foreign income taxes under the respective tax laws of these jurisdictions.
The provision for income taxes for the year ended December 31, 2023 primarily relates to state taxes, foreign taxes, and taxes based on income generated by entities that are
structured as TRSs. For the tax years ended December 31, 2023, 2022 and 2021, the foreign tax provision/(benefit) amount included in the consolidated provision for income taxes
was $5,938,000, $5,222,000 and $6,787,000, respectively.
A reconciliation of income taxes, which is computed by applying the federal corporate tax rate for the years ended December 31, 2023, 2022 and 2021, to the income tax
expense/(benefit) is as follows for the periods presented (in thousands):
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling
interests and income taxes
Increase (decrease) in valuation allowance
Tax at statutory rate on earnings not subject to federal income taxes
Foreign permanent depreciation
Other differences
(1)
Totals
(1)
Excluding purchase price accounting.
113
2023
Year Ended December 31,
2022
2021
$
$
76,547
35,515
(141,044)
2,103
33,243
6,364
$
$
35,241
30,237
(75,729)
2,033
15,465
7,247
$
$
80,470
19,383
(117,931)
1,449
25,342
8,713
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and
deductible temporary differences, as well as tax asset/(liability) attributes, are summarized as follows for the periods presented (in thousands):
2023
Year Ended December 31,
2022
2021
Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of
land assets and the treatment of interests and certain costs
Operating loss and interest deduction carryforwards
Expense accruals and other
Valuation allowances
Net deferred tax assets (liabilities)
$
$
(40,336)
323,852
64,970
(330,073)
18,413
$
$
(39,212)
254,852
94,999
(294,558)
16,081
$
$
(32,616)
247,015
53,367
(264,321)
3,445
On the basis of the evaluations performed as required by the codification, valuation allowances totaling $330,073,000 were recorded on U.S. taxable REIT subsidiaries as well as
entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely than not realizable. However, the amount of the deferred tax asset considered
realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of
cumulative losses is no longer present (and additional weight may be given to subjective evidence such as our projections for growth). The valuation allowance rollforward is
summarized as follows for the periods presented (in thousands):
Beginning balance
Expense (benefit)
Ending balance
2023
Year Ended December 31,
2022
2021
$
$
294,558
35,515
330,073
$
$
264,321
30,237
294,558
$
$
244,938
19,383
264,321
As a REIT, we are subject to certain corporate level taxes for any related asset dispositions that may occur during the five-year period immediately after such assets were owned by
a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to the lesser of (i) the excess of the fair value of
the asset over its adjusted tax basis as of the date it became a REIT asset, or (ii) the actual amount of gain. Some but not all gains recognized during this period of time could be offset
by available net operating losses and capital loss carryforwards.
Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2020 and subsequent years.
The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject to audit by state taxing authorities for any year prior
to the year ended December 31, 2019. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to May 2019 related to
entities acquired or formed in connection with acquisitions, and by the U.K.’s HM Revenue & Customs for periods subsequent to August 2017 related to entities acquired or formed
in connection with acquisitions.
At December 31, 2023, we had a net operating loss (“NOL”) carryforward related to the REIT of $358,461,000. Due to our uncertainty regarding the realization of certain deferred
tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for
prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds
our deduction for dividends paid. The NOL carryforwards generated through December 31, 2019 will expire through 2039. Beginning with the tax years after December 31, 2017,
the law eliminates the NOL carryback period for REITs, replaces the 20-year NOL carryforward period with an indefinite carryforward period and, with respect to tax years beginning
after 2020, limits the use of NOLs to 80% of taxable income.
At December 31, 2023 and 2022, we had an NOL carryforward related to Canadian entities of $467,804,000 and $368,979,000 respectively. These Canadian losses have a 20-year
carryforward period. At December 31, 2023 and 2022, we had an NOL carryforward related to U.K. entities of $ 218,258,000 and $184,779,000 respectively. These U.K. losses do
not have a finite carryforward period.
114
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. Variable Interest Entities
We have entered into joint ventures and have certain subsidiaries that are either wholly owned by us or by consolidated joint ventures which own real estate investments and are
deemed to be VIEs. Our VIEs primarily hold real estate assets within our Seniors Housing Operating and Triple-net portfolios, the nature and risk of which are consistent with our
overall portfolio. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the entities and the rights to receive residual
returns or the obligation to absorb losses arising from the entities. Except for capital contributions associated with the initial entity formations, the entities have been and are expected
to be funded from the ongoing operations of the underlying properties. Accordingly, such entities have been consolidated, and the table below summarizes the balance sheets of
consolidated VIEs in the aggregate (in thousands):
December 31, 2023
December 31, 2022
Assets:
Net real estate investments
Cash and cash equivalents
Receivables and other assets
(1)
Total assets
Liabilities and equity:
Secured debt
Lease liabilities
Accrued expenses and other liabilities
Total equity
Total liabilities and equity
$
$
$
$
3,277,741
19,529
43,513
3,340,783
76,507
2,539
13,850
3,247,887
3,340,783
$
$
$
$
1,499,078
15,582
9,949
1,524,609
155,992
1,329
28,417
1,338,871
1,524,609
(1)
Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs and VIE's creditors
do not have recourse to Welltower.
We recognized revenues from consolidated VIEs in the aggregate of $253,989,000, $48,347,000 and $40,251,000 for the years ending December 31, 2023, 2022 and 2021.
In addition, we have certain entities that qualify as unconsolidated VIEs including borrowers of loans receivable and in substance real estate investments. Our maximum exposure
on these entities is limited to the net carrying value of the investments. Refer to Note 7 and Note 8 for additional details.
115
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the
period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934,
as amended). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on the criteria established by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — Integrated Framework.
Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31,
2023.
The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the
Company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the
fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
116
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Welltower Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Welltower Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Welltower Inc. and
subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of
Welltower Inc. and subsidiaries as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in
the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated February 15, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Toledo, Ohio
February 15, 2024
/s/ Ernst & Young LLP
117
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “Corporate Governance,” “Executive
Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive
proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”) within 120 days after the end of our fiscal year ended December 31, 2023 in
connection with our 2023 Annual Meeting of Stockholders.
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The code is posted on the Internet at
www.welltower.com/investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the company will be promptly disclosed on the
Internet at www.welltower.com.
In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted on the Internet at
www.welltower.com/investors/governance. Please refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary
– Corporate Governance” in the Annual Report on Form 10-K for further discussion of corporate governance.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Item 11. Executive Compensation
The information required under Item 11 is incorporated herein by reference to the information under the headings “Executive Compensation” and “Director Compensation” in our
definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2023 Annual
Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under Item 12 is incorporated herein by reference to the information under the headings “Security Ownership of Directors and Management and Certain
Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our
fiscal year ended December 31, 2023 in connection with our 2023 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required under Item 13 is incorporated herein by reference to the information under the headings “Corporate Governance — Independence and Meetings” and
“Security Ownership of Directors and Management and Certain Beneficial Owners — Certain Relationships and Related Transactions” in our definitive proxy statement, which will
be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2023 Annual Meeting of Stockholders.
Item 14. Principal Accounting Fees and Services
The information required under Item 14 is incorporated herein by reference to the information under the heading “Ratification of the Appointment of the Independent Registered
Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission within 120 days after the end of our fiscal year ended December 31, 2023 in
connection with our 2023 Annual Meeting of Stockholders.
118
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Our Consolidated Financial Statements are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets – December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income — Years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Equity — Years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows — Years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
2. The following Financial Statement Schedules are included beginning on page 127
III – Real Estate and Accumulated Depreciation
IV – Mortgage Loans on Real Estate
76
78
79
81
82
83
All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or
notes thereto.
3. Exhibits:
The exhibits listed below are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of the Securities Exchange Act of 1934.
119
2.1 Agreement and Plan of Merger, dated March 7, 2022, by and among Welltower Inc., the Company and WELL Merger Holdco Sub Inc. (filed with the Commission as Exhibit
2.1 to the Company's Form 8-K filed March 7, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
3.1 Amended and Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923),
and incorporated herein by reference thereto).
3 . 2 Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.1 to the Form 8-K filed on November 30, 2023 (File No. 001-08923), and
incorporated herein by reference thereto).
3.4 Limited Liability Company Agreement of Welltower OP LLC , dated as of May 24, 2022 (filed with the Commission as Exhibit 3.2 to the Company's Form 8-K filed May 25,
2022 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the
Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(b) Supplemental Indenture No. 1, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(c) Amendment No. 1 to Supplemental Indenture No. 1, dated as of June 18, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with
the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 18, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(d) Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company’s Form 8-K filed March 14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(e) Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company’s Form 8-K filed December 11, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(f) Supplemental Indenture No. 8, dated as of October 7, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company’s Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(g) Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission
as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(h) Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission
as Exhibit 4.2 to the Company’s Form 8-K filed November 25, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(i) Supplemental Indenture No. 11, dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company’s Form 8-K filed May 27, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(j) Amendment No. 1 to Supplemental Indenture No. 11, dated as of October 19, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed
with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed October 20, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(k) Supplemental Indenture No. 12, dated as of March 1, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company’s Form 8-K filed March 3, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(l) Supplemental Indenture No. 13, dated as of April 10, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company’s Form 8-K filed April 10, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
120
4.1(m) Supplemental Indenture No. 14, dated as of August 16, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission
as Exhibit 4.3 to the Company’s Form 8-K filed August 16, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(n) Supplemental Indenture No. 15, dated as of February 15, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission
as Exhibit 4.2 to the Company's Form 8-K filed February 15, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(o) Supplemental Indenture No. 16, dated as of August 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission
as Exhibit 4.3 to the Company's Form 8-K filed August 19, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4 . 1 ( p ) Supplemental Indenture No. 17, dated as of December 16, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the
Commission as Exhibit 4.2 to the Company's Form 8-K filed December 16, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(q) Supplemental Indenture No. 18, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company's Form 8-K filed June 30, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(r) Supplemental Indenture No. 19, dated as of March 25, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.1 to the Company's Form 8-K filed on March 25, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(s) Supplemental Indenture No. 20, dated as of June 28, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.1 to the Company's Form 8-K filed on June 28, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(t) Supplemental Indenture No. 21, dated as of November 19, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission
as Exhibit 4.1 to the Company's Form 8-K filed on November 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(u) Supplemental Indenture No. 22, dated as of March 31, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as
Exhibit 4.2 to the Company's Form 8-K filed on March 31, 2022 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(v) Supplemental Indenture No. 23, dated as of April 1, 2022, among Welltower OP LLC, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee (filed with the Commission as Exhibit 4.1 to Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated herein by reference
thereto).
4 . 2 Indenture, dated May 11, 2023, among Welltower OP LLC, as issuer, the Company, as guarantor, and the Bank of New York Mellon Trust Company, N.A., as trustee (filed
with the Commission as Exhibit 4.1 to the Company's Form 8-K filed May 11, 2023 (File No. 001-08923), and incorporated herein by reference thereto).
4.3 Form of Indenture for Senior Debt Securities, among the Company, as issuer, Welltower OP Inc., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee (filed with the Commission as Exhibit 4.1 to the Company’s Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4 . 4 Form of Indenture for Senior Subordinated Debt Securities, among the Company, as issuer, Welltower OP Inc., as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee (filed with the Commission as Exhibit 4.2 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by
reference thereto).
4 . 5 Form of Indenture for Junior Subordinated Debt Securities, among the Company, as issuer, Welltower OP Inc., as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee (filed with the Commission as Exhibit 4.3 to the Company 's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by
reference thereto).
4 . 6 Form of Indenture for Senior Debt Securities, among Welltower OP Inc, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee (filed with the Commission as Exhibit 4.5 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4 . 7 Form of Indenture for Senior Subordinated Debt Securities, among Welltower OP Inc., as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee (filed with the Commission as Exhibit
121
4.6 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by reference thereto).
4 . 8 Form of Indenture for Junior Subordinated Debt Securities, among Welltower OP Inc., as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee (filed with the Commission as Exhibit 4.7 to the Company's Form S-3 filed April 1, 2022 (File No. 333-264093), and incorporated herein by
reference thereto).
4.9(a) Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as
Exhibit 4.5(a) to the Company’s Form 10-K filed February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.9(b) Second Supplemental Indenture, dated as of December 20, 2019, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed
with the Commission as Exhibit 4.4(c) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
4.10 Description of Securities of the Registrant.
10.1(a) Credit Agreement, dated as of June 4, 2021, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent and L/C issuer;
BofA Securities, Inc. and JPMorgan Chase Bank, N.A., as joint book runners; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Wells
Fargo Securities LLC, as U.S. joint lead arrangers; BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as
Canadian joint lead arrangers; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Wells Fargo Bank, N.A., MUFG Bank, Ltd., Barclays
Bank PLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley
Bank, N.A., PNC Bank, National Association and Royal Bank of Canada, as co-documentation agents; BNP Paribas, Capital One, National Association, Citizens Bank,
N.A., Fifth Third Bank, National Association, The Huntington National Bank, Regions Bank, The Bank of Nova Scotia, Sumitomo Mitsui Banking Corporation, TD Bank,
NA, Truist Bank and Bank of Montreal, as co-senior managing agents and Credit Agricole Corporate and Investment Bank, as sustainability structuring agent. (filed with
the Commission as Exhibit 10.1 to the Company’s 8-K filed June 8, 2021 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(b) Consent and Amendment No. 1 to Credit Agreement, dated April 1, 2022, by and among the Company, Welltower OP Inc., the lenders and other financial institutions listed
therein and KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to Form 8-K12B filed April 1, 2022 (File No. 001-08923),
and incorporated herein by reference thereto).
10.1(c) Amendment No. 2 to Credit Agreement, dated June 15, 2022, by and among the Company, Welltower OP LLC, the lenders and other financial institutions listed therein and
KeyBank National Association, as administrative agent (filed with the Commission as Exhibit 10.1 to the Company's Form 8-K filed June 16, 2022 (File No. 001-08923),
and incorporated by reference herein).
10.2 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 to the
Company’s Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3 Summary of Director Compensation.*
10.4(a) Welltower Inc. 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed May 10, 2016 (File No. 001-08923), and
incorporated herein by reference thereto).*
10.4(b) Form of Restricted Stock Grant Notice for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(b) to the Company’s
Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(c) Form of Restricted Stock Grant Notice for Senior Vice Presidents under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(c) to the
Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(d) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(d) to
the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
122
10.4(e) Form of 2021 Special Stock Option Award Agreement for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.4(e) to the
Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto)*
10.5(a) Welltower Inc. 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(a) to the Company's Form 10-K filed February 14, 2020 (File No.
001-08923), and incorporated herein by reference thereto).*
10.5(b) Form of Restricted Stock Unit Award Agreement under the 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(b) to the Company's
Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*
10.6 Executive Employment Agreement, dated May 19, 2021, between the Company and Shankh Mitra (filed with the Commission as Exhibit 99.1 to the Company's Form 8-K
filed May 19, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*
10.7 Employment Offer Letter, dated May 20, 2021, between the Company and John F. Burkart (filed with the Commission as Exhibit 10.3 to the Company's Form 10-Q filed July
30, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*
1 0 . 8 Welltower Inc. Nonqualified Deferred Compensation Plan Amended and Restated Effective January 1, 2022 (filed with the Commission as Exhibit 10.1 to the Company's
Form 10-Q filed November 5, 2021 (File No. 001-08923), and incorporated herein by reference thereto).*
10.9 Welltower Inc. 2021-2023 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(a) to the Company's Form 10-K filed February 16, 2022 (File No. 001-
08923), and incorporated herein by reference thereto).*
10.10 Form of Long-Term Incentive Program Award Agreement under the 2021-2023 Long-Term Incentive P rogram (filed with the Commission as Exhibit 10.17(b) to the
Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.11(a) Welltower Inc. 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(a) to the Company's Form 10-K filed February 16, 2022 (File No.
001-08923), and incorporated herein by reference thereto).*
10.11(b) Form of Long-Term Incentive Program Award Agreement under the 2022-2024 Long-Term Incentive Program (filed with the Commission as Exhibit 10.18(b) to the
Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
1 0 . 1 2 ( a ) 2022 Outperformance Program (filed with the Commission as Exhibit 10.19(a) to the Company's Form 10-K filed February 16, 2022 (File No. 001-08923), and
incorporated herein by reference thereto).*
10.12(b) Form of Outperformance Program Award Agreement under the 2022 Outperformance Program (filed with the Commission as Exhibit 10.19(b) to the Company's Form 10-
K filed February 16, 2022 (File No. 001-08923), and incorporated herein by reference thereto).*
10.13(a) Welltower Inc. 2022 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.2 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and incorporated
herein by reference thereto).*
10.13(b) Form of Welltower Inc. 2022 Long-Term Incentive Plan Other Stock Unit Award Agreement (filed with the Commission as Exhibit 10.16(b) to the Company's Form 10-K
filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.13(c) Form of Welltower Inc. Restricted Stock Unit Grant Agreement (Non-Employee Directors) (filed with the Commission as Exhibit 10.17(m) to the Company's Form 10-K
filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.13(d) Form of Welltower Inc. Restricted Stock Unit Grant Agreement (Employees).*
10.14(a) Form of Welltower Inc. 2023-2025 Long-Term Incentive Program (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed May 3, 2023 (File No.
001-08923), and incorporated herein by reference thereto).*
10.14(b) Form of Welltower Inc. 2023-2025 Long-Term Incentive Program Award Agreement (filed with the Commission as Exhibit 10.2 to the Company's Form 10-Q filed May
3, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
123
1 0 . 1 5 Welltower Inc. 2022 Employee Stock Purchase Plan (filed with the Commission as Exhibit 10.3 to the Form 8-K12B filed April 1, 2022 (File No. 001-08923), and
incorporated herein by reference thereto).*
10.16(a) Welltower OP LLC Profits Interests Plan (filed with the Commission as Exhibit 10.17(a) to the Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and
incorporated herein by reference thereto).*
10.16(b) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (filed with the Commission as Exhibit 10.17(b) to the
Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(c) Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement (LTIP Exchange Equity Award) (filed with the Commission as Exhibit 10.17(c) to the
Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(d) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equity Award) (filed with the Commission as Exhibit 10.17(d) to the
Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(e) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (Option Unit Replacement Equity Award for 2021 Special Stock Option Grant) (filed with the
Commission as Exhibit 10.17(e) to the Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(f) Form of Welltower OP LLC Profits Interests Plan Outperformance LTIP Unit Agreement (Outperformance Exchange Equity Award) (filed with the Commission as Exhibit
10.17(f) to the Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(g) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (LTIP Exchange Equity Award) (Non-Employee Directors) (filed with the Commission
as Exhibit 10.17(g) to the Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(h) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (filed with the Commission as Exhibit 10.17(h) to the Company's Form 10-K filed
February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(i) Form of Welltower OP LLC Profits Interests Plan Time-Based LTIP Unit Agreement (Non-Employee Directors) (filed with the Commission as Exhibit 10.17(i) to the
Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(j) Form of Welltower OP LLC Profits Interests Plan Performance LTIP Unit Agreement (filed with the Commission as Exhibit 10.17(j) to the Company's Form 10-K filed
February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(k) Form of Welltower OP LLC Profits Interests Plan Option Unit Agreement (filed with the Commission as Exhibit 10.17(k) to the Company's Form 10-K filed February 21,
2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16(l) Form of Welltower OP LLC Profits Interest Plan Vested Deferred LTIP Unit Agreement (Non-Employee Director) (filed with the Commission as Exhibit 10.17(n) to the
Company's Form 10-K filed February 21, 2023 (File No. 001-08923), and incorporated herein by reference thereto).*
10.17 Form of Accrued Dividend Cash Award Agreement (filed with the Commission as Exhibit 10.17(l) to the Company's Form 10-K filed February 21, 2023 (File No. 001-
08923), and incorporated herein by reference thereto).*
10.18 Equity Distribution Agreement, dated as of August 1, 2023, among Welltower Inc., Welltower OP LLC, the sales agents and the related forward purchasers (filed with the
Commission as Exhibit 1.1 to the Company's Form 8-K filed August 1, 2023 (File No. 001-08923), and incorporated herein by reference thereto).
1 0 . 1 9 Registration Rights Agreement, dated as of May 11, 2023, by and among Welltower OP LLC, Welltower Inc. and the initial purchasers party thereto (filed with the
Commission as Exhibit 10.1 to the Company's Form 8-K filed May 11, 2023 (File No. 001-08923), and incorporated herein by reference thereto).
21 Subsidiaries of the Company.
124
2 2 List of Subsidiary Issuers and Guaranteed Securities (filed with the Commission as Exhibit 22 to the Company's Form 10-Q filed October 31, 2023 (File No. 001-08923), and
incorporated herein by reference thereto).
23 Consent of Ernst & Young LLP, independent registered public accounting firm.
24 Powers of Attorney.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.
97 Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement.
101.INS Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (included in Exhibit 101)
*
Management Contract or Compensatory Plan or Arrangement.
Item 16. Form 10-K Summary
None.
125
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: February 15, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 15, 2024 by the following persons on behalf of the Registrant
WELLTOWER INC.
By: /s/ Shankh Mitra
Shankh Mitra,
Chief Executive Officer and Director
and in the capacities indicated.
/s/ Kenneth J. Bacon **
Kenneth J. Bacon, Chairman and Director
/s/ Karen B. DeSalvo **
Karen B. DeSalvo, Director
/s/ Philip L. Hawkins **
Philip L. Hawkins, Director
/s/ Dennis G. Lopez **
Dennis G. Lopez, Director
/s/ Ade J. Patton **
Ade J. Patton, Director
/s/ Diana W. Reid **
Diana W. Reid, Director
/s/ Sergio D. Rivera **
Sergio D. Rivera, Director
/s/ Johnese M. Spisso **
Johnese M. Spisso, Director
/s/ Kathryn M. Sullivan **
Kathryn M. Sullivan, Director
/s/ Shankh Mitra **
Shankh Mitra, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Timothy G. McHugh **
Timothy G. McHugh, Executive Vice President - Chief
Financial Officer (Principal Financial Officer)
/s/ Joshua T. Fieweger**
Joshua T. Fieweger, Chief Accounting Officer
(Principal Accounting Officer)
**By: /s/ Shankh Mitra
Shankh Mitra, Attorney-in-Fact
126
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2023
(Dollars in thousands)
Description
Encumbrances
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
Land & Land
Improvements
Building &
Improvements
Cost Capitalized
Subsequent to
Acquisition
Land & Land
Improvements
Building &
Improvements
Accumulated
(1)
Depreciation
Year Acquired
Year Built
Address
Seniors Housing Operating:
Adderbury, UK
Adrian, MI
$
Aiken, SC
Albertville, AL
Alexandria, VA
Alexandria, VA
Alexandria, VA
Allegan, MI
Altrincham, UK
Amarillo, TX
Ames, IA
Amherst, NY
Amherstview, ON
Anderson, SC
Anjou, QC
Ankeny, IA
Ankeny, IA
Apple Valley, CA
Arlington, TX
Arlington, TX
Arlington, VA
Arlington, VA
Arnprior, ON
Atlanta, GA
Atlanta, GA
Auburn, NY
Augusta, GA
Austin, TX
Austin, TX
Austin, TX
Austin, TX
Avon, IN
Bagshot, UK
Baie - Comeau, QC
Bakersfield, CA
Bakersfield, CA
Ballston Spa, NY
(Dollars in thousands)
$
—
—
—
—
—
—
—
—
—
—
—
10,148
—
—
14,670
—
—
—
—
—
—
—
—
—
—
9,591
—
—
—
—
—
—
—
—
—
—
—
$
2,144
1,171
2,256
170
8,280
—
12,168
858
4,244
719
330
1,233
473
710
14,451
1,129
2,518
480
1,660
894
8,385
—
788
2,058
2,100
1,176
1,590
880
1,560
4,200
4,832
1,830
4,960
2,863
—
1,127
5,540
12,549
4,785
21,496
6,203
50,914
—
21,210
6,252
25,187
11,591
8,870
11,429
4,446
6,290
60,572
10,270
13,350
16,639
37,395
13,003
31,198
—
6,283
14,914
20,603
14,371
15,228
9,520
21,413
74,850
20,631
14,470
29,881
25,343
—
15,126
17,901
$
$
276
344
1,273
2,787
606
60,687
4,556
98
2,419
667
2,562
—
707
2,715
13,663
432
1,364
7,021
7,742
1,041
18,179
8,631
952
6,408
2,993
810
1,067
5,334
1,445
3,393
1,530
4,369
6,548
6,991
22,491
945
324
$
2,142
1,171
2,256
176
8,280
8,700
12,225
858
4,374
756
330
1,233
509
866
14,831
1,164
2,535
486
1,660
1,021
8,393
77
834
2,080
2,206
1,183
1,590
885
1,574
4,200
4,877
1,830
5,123
2,863
2,822
1,146
5,565
$
12,827
5,129
22,769
8,984
51,520
51,987
25,709
6,350
27,476
12,221
11,432
11,429
5,117
8,849
73,855
10,667
14,697
23,654
45,137
13,917
49,369
8,554
7,189
21,300
23,490
15,174
16,295
14,849
22,844
78,243
22,116
18,839
36,266
32,334
19,669
16,052
18,200
2,528
675
166
3,296
7,986
1,829
9,374
442
9,425
2,202
3,297
2,406
1,670
5,639
8,543
2,482
1,693
8,178
16,944
1,782
21,998
2,123
2,553
14,700
7,616
1,398
127
8,277
6,351
19,258
4,159
5,669
14,575
2,279
2,432
2,267
1,969
2015
2022
2023
2010
2016
2018
2021
2022
2012
2021
2010
2019
2015
2003
2022
2016
2022
2010
2012
2021
2017
2018
2013
1997
2014
2022
2023
1999
2014
2015
2021
2010
2012
2023
2021
2021
2020
2017
2015
2018
1999
2018
2021
1972
2008
2009
1985
1999
2013
1974
1986
2005
2012
2018
1999
2000
1996
1992
1992
1991
1999
2000
2014
2015
1998
2013
2014
1989
2004
2009
2009
2015
1988
2019
Banbury Road
2625 N Adrian Highway
530 Benton House Way
151 Woodham Drive
5550 Cardinal Place
400 N Washington Street
5100 Fillmore Avenue
620 Ely Street
295 Hale Road
4707 Bell Street
1325 Coconino Road
1880 Sweet Home Road
4567 Bath Road
311 Simpson Road
6923 Boulevard des Galeries d'Anjou
1275 SW State Street
1225 SW 28th Street
11825 Apple Valley Road
1250 W Pioneer Parkway
2315 Little Road
900 N Taylor Street
900 N Taylor Street
15 Arthur Street
1460 S Johnson Ferry Road
1000 Lenox Park Boulevard NE
138 Standart Avenue
204 Frazier Court
12429 Scofield Farms Drive
11330 Farrah Lane
4310 Bee Caves Road
11279 Taylor Draper Lane
182 S County Road 550e
14 - 16 London Road
1401 Boul. Jolliet
4301 Buena Vista Road
3201 Columbus
2000 Carlton Hollow Way
Description
Encumbrances
Land & Land
Improvements
Building &
Improvements
Cost Capitalized
Subsequent to
Acquisition
Land & Land
Improvements
Building &
Improvements
Accumulated
(1)
Depreciation
Year Acquired
Year Built
Address
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
Seniors Housing Operating:
Barnet, UK
Bartlesville, OK
Basingstoke, UK
Basking Ridge, NJ
Bassett, UK
Bath, UK
Baton Rouge, LA
Baton Rouge, LA
Baton Rouge, LA
Bay City, MI
Beaconsfield, UK
Beaconsfield, QC
Beaver, PA
Beavercreek, OH
Beckenham, UK
Bedford, NH
Bee Cave, TX
Bellevue, WA
Bellevue, WA
Bellevue, WA
Bellevue, WA
Bellingham, WA
Bellingham, WA
Belmont, CA
Berea, OH
Bethel Park, PA
Bethel Park, PA
Bethesda, MD
Bethesda, MD
Bethesda, MD
Bethesda, MD
Beverly, MA
Birmingham, MI
Birmingham, UK
Birmingham, UK
Blainville, QC
Bloomfield Hills, MI
Blue Springs, MO
Boca Raton, FL
Boise, ID
Boise, ID
Bolingbrook, MI
Bossier City, LA
Boston, MA
Bothell, WA
Boulder, CO
Boynton Beach, FL
Bradenton, FL
Bradenton, FL
Braintree, MA
Brampton, ON
Brandon, MS
Brea, CA
Bremerton, WA
Brentwood, CA
Brentwood, UK
Brick, NJ
Brick, NJ
—
—
—
—
—
—
12,930
—
—
—
—
—
—
6,184
—
18,357
—
—
—
—
—
—
—
—
—
14,721
—
—
—
—
—
—
—
—
—
—
—
—
32,270
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
19,777
2,339
3,420
2,356
4,874
2,696
790
1,605
3,241
1,225
5,566
1,149
1,189
1,007
1,156
3,565
1,820
2,800
—
6,307
20,170
1,500
1,290
—
1,658
1,666
3,476
—
—
—
—
5,879
3,110
—
—
2,077
2,000
3,995
6,565
1,391
1,625
3,568
2,009
3,456
1,350
2,994
—
480
4,664
—
10,196
1,220
6,302
2,417
4,602
8,537
1,170
690
39,598
12,001
18,853
37,710
32,304
11,876
29,436
6,717
23,330
6,424
50,952
17,484
13,240
11,274
27,194
29,929
21,084
19,004
—
9,632
44,232
19,861
16,292
35,300
12,791
12,977
12,787
45,309
—
—
—
10,378
21,512
—
—
8,902
35,662
31,501
111,247
16,067
10,468
25,211
31,198
19,227
13,439
27,458
—
9,953
11,202
41,290
59,989
10,241
80,468
22,627
32,594
45,869
17,372
17,125
4,660
239
1,583
3,309
9,488
425
2,247
554
2,420
564
3,356
902
197
—
27,955
1,756
1,047
4,015
42,227
3,116
—
4,864
1,766
2,898
103
—
2,307
2,889
69,988
1,860
1,319
20,000
2,526
15,488
19,341
1,893
1,931
2,532
42,310
6,528
224
3,899
132
1,712
7,716
3,373
35,819
348
1,518
2,177
3,899
3,906
2,478
3,175
4,050
3,434
2,650
6,791
20,867
2,377
3,532
2,410
5,034
2,689
939
1,693
3,241
1,243
5,749
1,265
1,197
1,007
20,665
3,565
1,838
2,816
6,345
6,396
20,170
1,507
1,290
188
1,658
1,666
3,477
3
3,520
—
—
5,879
3,110
1,529
69
2,275
2,204
3,995
7,033
2,224
1,626
3,568
2,009
3,456
1,350
3,207
3,772
480
4,692
247
10,538
1,220
6,302
2,417
4,602
8,818
1,324
817
43,168
12,202
20,324
40,965
41,632
12,308
31,534
7,183
25,750
6,970
54,125
18,270
13,429
11,274
35,640
31,685
22,113
23,003
35,882
12,659
44,232
24,718
18,058
38,010
12,894
12,977
15,093
48,195
66,468
1,860
1,319
30,378
24,038
13,959
19,272
10,597
37,389
34,033
153,089
21,762
10,691
29,110
31,330
20,939
21,155
30,618
32,047
10,301
12,692
43,220
63,546
14,147
82,946
25,802
36,644
49,022
19,868
23,789
2,298
2,408
5,612
13,362
18,015
2,429
10,418
1,042
188
950
17,713
6,564
653
1,599
2,578
2,852
5,191
8,727
1,211
1,569
10,498
9,066
3,060
13,325
840
2,334
2,204
15,617
8,427
753
970
839
258
2,838
4,839
3,799
12,307
506
41,632
5,180
1,765
317
2,132
323
7,745
11,884
788
3,103
2,305
14,457
18,169
4,742
5,339
4,221
4,555
9,817
7,277
7,399
2019
2021
2014
2013
2013
2015
2013
2021
2023
2022
2013
2013
2020
2019
2019
2022
2016
2013
2019
2021
2021
2010
2020
2013
2020
2019
2021
2013
2016
2013
2013
2021
2023
2015
2013
2013
2013
2023
2018
2019
2021
2023
2021
2023
2015
2013
2018
2012
2021
2013
2015
2010
2022
2020
2022
2016
2010
2010
2022
2000
2012
2002
2006
2017
2009
1989
2019
2013
2009
2008
2022
2020
2021
2017
2014
1998
2022
1990
1986
1996
1999
2002
2022
2019
1998
2009
2018
2009
2009
1874
2018
2016
2006
2008
2009
2015
1994
1999
1984
2018
2018
1994
1988
2003
2020
2000
1987
2007
2009
1999
2013
1999
2007
2013
1998
1999
Wood Street
2633 SE Mission Drive
Grove Road
404 King George Road
111 Burgess Road
Clarks Way, Rush Hill
9351 Siegen Lane
8680 Jefferson Highway
9394 Siegen Lane
3932 Monitor Road
30-34 Station Road
505 Elm Avenue
1195 Western Avenue
2475 Lillian Lane
2 Roman Way
43 Technology Drive
14058 A Bee Cave Parkway
15928 NE 8th Street
15241 NE 20th Street
13350 SE 26th Street
919 109th Avenue NE
4415 Columbine Drive
848 W Orchard Drive
1010 Alameda de Las Pulgas
45 Sheldon Road
631 McMurray Road
2960 Bethel Church Road
8300 Burdett Road
4925 Battery Lane
8300 Burdett Road
8300 Burdett Road
3 Essex Street
2400 E Lincoln Street
47 Bristol Road S
5 Church Road, Edgbaston
50 Des Chateaux Boulevard
6790 Telegraph Road
550 NE Napoleon Drive
6343 Via De Sonrise Del Sur
10250 W Smoke Ranch Drive
7250 Poplar Street
370 N Weber Road
2000 Blake Boulevard
1190 Adams Street
10605 NE 185th Street
3955 28th Street
10605 Jog Road
2800 60th Avenue W
1055 301 Boulevard E
618 Granite Street
100 Ken Whillans Drive
140 Castlewoods Boulevard
460 S La Floresta Drive
966 Oyster Bay Court
150 Cortona Way
London Road
515 Jack Martin Boulevard
1594 Route 88
Brick, NJ
Bridgewater, NJ
Broadview Heights, OH
Brockport, NY
Brockville, ON
Brookfield, WI
Brookline, MA
Broomfield, CO
Broomfield, CO
Brossard, QC
Brunswick, OH
Buckingham, UK
Buffalo, NY
Buffalo Grove, IL
Burbank, CA
Burbank, CA
Burke, VA
Burleson, TX
Burlingame, CA
Burlington, MA
Burlington, WA
Burlington, WA
Bushey, UK
Buzzards Bay, MA
Calgary, AB
Calgary, AB
Calgary, AB
Camberley, UK
Camberley, UK
Camberley, UK
Camillus, NY
Canton, OH
Canton, MI
Cape Coral, FL
Cardiff, UK
Cardiff by the Sea, CA
Carmel, IN
Carmichael, CA
Caro, MI
Carol Stream, IL
Carrollton, TX
Carrollton, GA
Carson City, NV
Cary, NC
Cary, NC
Cedar Falls, IA
Cedar Hill, TX
Cedar Park, TX
Cerritos, CA
Charleston, IL
Charleston, SC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlottesville, VA
Charlottesville, VA
Chatham, ON
Chattanooga, TN
Chelmsford, MA
Chelmsford, MA
Chertsey, UK
Chesapeake, VA
Chesterfield, MO
Chesterfield, VA
Chesterton, IN
Chico, CA
Chorleywood, UK
Chula Vista, CA
Chula Vista, CA
Church Crookham, UK
Cincinnati, OH
Cincinnati, OH
Cincinnati, OH
Citrus Heights, CA
Clackamas, OR
Claremont, CA
Clay, NY
Clearwater, FL
Cleburne, TX
Cohasset, MA
Colleyville, TX
Collierville, TN
Colorado Springs, CO
Colorado Springs, CO
Colts Neck, NJ
Columbus, IN
Columbus, IN
Columbus, OH
Columbus, OH
Concord, NH
Conroe, TX
Coos Bay, OR
Coos Bay, OR
Coppell, TX
Coquitlam, BC
Crowley, TX
Crystal Lake, IL
Crystal Lake, IL
Crystal Lake, IL
Cuyahoga Falls, OH
Cuyahoga Falls, OH
Dallas, TX
Dallas, TX
Dana Point, CA
Danville, IN
Dardenne Prairie, MO
Decatur, GA
Decatur, GA
Delaware, OH
Denton, TX
Denton, TX
Denton, TX
Denver, CO
Denver, CO
Denver, CO
Denver, CO
Des Moines, IA
—
—
14,886
—
3,697
—
—
—
—
8,184
—
—
6,872
—
—
17,204
—
—
—
—
—
—
—
—
9,796
17,958
22,797
—
—
—
13,404
—
—
—
—
—
—
22,752
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
45,641
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,322
—
—
—
—
—
11,981
—
—
—
—
—
—
—
—
—
—
—
12,428
13,538
—
—
—
—
6,818
—
—
—
—
—
6,286
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
690
1,730
1,567
1,500
484
1,300
—
4,140
—
5,499
1,460
—
1,117
2,850
4,940
3,610
—
3,150
—
2,443
877
768
12,690
3,424
2,793
3,431
2,385
9,974
2,654
—
1,249
709
968
760
3,191
5,880
2,766
739
614
1,730
4,280
2,537
1,601
740
6,112
1,259
1,971
1,750
—
552
2,912
4,799
4,881
—
5,279
4,651
2,542
1,098
3,373
1,040
2,364
9,566
2,214
1,857
3,817
2,980
1,780
5,636
4,217
—
2,591
1,790
1,606
3,345
2,300
1,240
2,430
1,421
1,727
520
2,485
1,050
—
800
1,142
780
610
1,593
916
1,547
2,825
980
864
1,792
1,550
3,047
2,955
875
7,643
—
592
1,301
6,330
4,119
5,508
2,236
1,309
1,098
—
1,919
1,760
—
4,542
1,450
2,910
1,533
1,989
1,196
17,125
48,201
20,541
23,496
7,445
12,830
—
44,547
—
31,854
17,974
—
11,022
49,129
43,466
50,817
—
10,437
62,786
34,354
16,098
9,186
36,482
28,854
41,179
28,983
36,776
39,168
5,736
—
7,360
8,608
8,523
18,868
12,566
64,711
53,419
7,698
4,366
55,048
31,444
9,159
23,542
45,240
70,008
9,930
24,590
15,664
27,494
810
19,817
42,734
44,553
—
19,325
91,468
40,746
12,462
15,791
10,951
33,143
25,886
22,566
48,366
31,544
37,614
14,754
43,191
31,866
—
14,215
11,426
3,994
52,867
31,876
3,920
9,928
11,540
4,903
5,369
26,147
17,082
—
14,756
15,510
14,733
3,190
12,186
7,112
17,126
21,636
7,771
7,971
9,852
8,386
24,567
9,908
12,461
39,687
—
2,804
8,715
114,794
21,689
54,079
28,757
11,507
15,302
—
26,250
8,305
—
10,014
16,094
35,838
9,221
21,556
9,629
6,791
4,124
2,373
4,207
1,104
1,024
3,799
16,850
29,146
3,271
1,087
18,505
654
5,389
7,011
5,157
52,892
833
431
2,664
—
—
513
100
3,787
3,815
4,264
517
14,974
3,465
5,469
817
355
902
6,641
7,307
824
37,418
396
8,692
1,937
1,278
568
1,432
12,233
282
40
1,520
8,254
51
1,052
3,666
4,677
70,854
571
17,844
100
3,622
553
6,854
2,683
2,155
2,583
2,323
3,148
1,423
377
5,502
40
25,946
1,693
—
349
531
4,122
640
2,804
—
457
952
3,487
105
42,239
2,493
1,211
4,244
1,090
1,514
272
1,294
1,446
1,557
1,161
1,339
866
3,758
—
2,534
3,620
117
622
47
4,683
2,000
—
8,648
494
3,088
31,452
352
909
26,966
—
—
9,835
110,734
1,463
1,095
817
1,881
1,575
1,642
515
1,300
3,799
10,206
2,566
5,650
1,460
3,077
1,117
2,850
4,940
3,610
2,616
3,150
—
2,578
877
768
12,679
3,424
2,950
3,613
2,509
9,965
4,859
688
2,121
709
971
760
3,288
5,880
2,787
2,440
614
1,730
4,280
2,537
1,602
742
6,242
1,293
1,971
1,750
—
552
2,913
4,799
4,881
2,500
5,306
5,236
2,542
1,229
3,374
1,131
2,421
9,557
2,237
1,917
3,817
2,980
1,931
5,803
4,217
2,216
2,676
1,790
1,606
3,352
2,300
1,240
2,553
1,421
1,744
520
2,566
1,050
2,306
1,034
1,167
1,496
610
1,594
916
1,547
2,825
980
864
1,792
1,550
3,236
2,955
987
7,562
117
592
1,301
6,330
4,119
5,508
2,255
1,309
1,098
1,951
1,919
1,760
5,034
4,542
1,450
2,910
5,402
1,989
1,383
23,789
52,174
22,906
27,561
8,518
13,854
—
55,331
26,580
34,974
19,061
15,428
11,676
54,518
50,477
55,974
50,276
11,270
63,217
36,883
16,098
9,186
37,006
28,954
44,809
32,616
40,916
39,694
18,505
2,777
11,957
9,425
8,875
19,770
19,110
72,018
54,222
43,415
4,762
63,740
33,381
10,437
24,109
46,670
82,111
10,178
24,630
17,184
35,748
861
20,868
46,400
49,230
68,354
19,869
108,727
40,846
15,953
16,343
17,714
35,769
28,050
25,126
50,629
34,692
39,037
14,980
48,526
31,906
23,730
15,823
11,426
4,343
53,391
35,998
4,560
12,609
11,540
5,343
6,321
29,553
17,187
39,933
17,015
16,696
18,261
4,280
13,699
7,384
18,420
23,082
9,328
9,132
11,191
9,252
28,136
9,908
14,883
43,388
—
3,426
8,762
119,477
23,689
54,079
37,386
12,001
18,390
29,501
26,602
9,214
21,932
10,014
16,094
45,673
116,086
23,019
10,537
7,399
17,672
2,383
8,687
2,431
3,770
—
27,647
2,999
11,998
1,935
4,226
1,129
18,769
17,860
12,942
6,475
2,968
13,543
12,538
3,433
2,019
6,069
656
14,851
10,204
9,867
7,227
3,800
531
2,620
717
841
5,966
6,483
27,273
6,402
6,922
602
21,283
8,958
2,215
3,055
14,390
20,549
1,742
2,327
3,824
12,283
357
2,467
762
688
609
3,382
18,088
2,573
4,226
2,996
7,284
4,217
5,317
3,749
16,111
333
5,165
2,683
18,518
5,065
8,153
4,887
1,848
1,664
9,025
14,132
942
4,972
2,459
791
2,560
10,307
3,253
2,938
6,171
2,583
6,863
1,316
2,263
680
1,883
2,314
3,240
1,847
2,589
2,766
10,087
104
5,774
8,006
—
772
359
30,496
380
7,003
2,652
1,383
3,066
10,523
1,675
3,214
401
401
8,544
16,870
21,699
3,223
1,701
2010
2010
2022
2015
2015
2012
2019
2013
2016
2015
2022
2014
2022
2012
2012
2016
2016
2012
2016
2013
2019
2019
2015
2022
2013
2013
2015
2016
2014
2014
2019
2023
2022
2012
2013
2011
2021
2019
2022
2012
2013
2021
2021
2013
2018
2021
2020
2016
2016
2021
2021
2023
2023
2021
2021
2018
2021
2015
2021
2003
2021
2015
2021
2013
2023
2020
2021
2013
2021
2013
2014
2019
2021
2021
2010
2021
2013
2019
2021
2006
2013
2016
2019
2013
2021
2010
2010
2021
2022
2022
2022
2009
2020
2020
2012
2013
2023
2013
2021
2021
2022
2023
2015
2023
2021
2021
2021
2021
2013
2022
2010
2021
2021
2012
2012
2019
2020
2021
1999
1999
2016
1999
1996
2013
1900
2009
2018
1989
2018
1883
2011
2003
2002
1985
2018
2014
2015
2005
1999
1996
2018
2023
1998
1989
2006
2017
2016
2017
2016
1997
2017
2009
2007
2009
2017
2014
2009
2001
2010
1996
1986
2009
1999
1997
2020
2015
2002
2001
2005
2020
2015
1900
1987
1991
2019
1965
1998
1997
1995
2018
2004
2001
2021
2019
1984
2007
2018
2003
2014
2019
1998
1986
1997
1999
2001
2014
1985
2007
1998
2013
2020
2001
1985
2002
1998
2000
2017
2015
2017
2010
1996
2006
2013
1990
1900
2001
1988
1900
2012
2004
2013
1999
1994
2021
2010
1987
1998
2020
2011
2022
2023
1997
2007
2014
2017
1990
1594 Route 88
2005 Route 22 W
9500 Broadview Road
90 West Avenue
1026 Bridlewood Drive
1105 Davidson Road
125 Holland Road
400 Summit Boulevard
12600 Lowell Boulevard
2455 Boulevard Rome
3430 Brunswick Lake Parkway
Church Street
100 Weiss Avenue
500 McHenry Road
455 E Angeleno Avenue
2721 Willow Street
9617 Burke Lake Road
621 Old Highway 1187
1818 Trousdale Avenue
24 Mall Road
410 S Norris Street
112 / 210 N Skagit Street
Elton House, Elton Way
13 Kendall Rae Place
80 Edenwold Drive NW
9229 16th Street SW
2220-162nd Avenue SW
Pembroke Broadway
Fernhill Road
Fernhill Road
3877 Milton Avenue
181 Applegrove Street NE
445 N Lotz Road
831 Santa Barbara Boulevard
127 Cyncoed Road
3535 Manchester Avenue
689 Pro-med Lane
4717 Engle Road
1430 Cleaver Road
545 Belmont Lane
2105 N Josey Lane
150 Cottage Lane
2120 E Long
1206 W Chatham Street
300 Kildaire Woods Drive
2603 Orchard Drive
1240 E Pleasant Run
800 C-bar Ranch Trail
11000 New Falcon Way
300 Lincoln Highway Road
1451 Tobias Gadson Boulevard
9246 Highland Creek Parkway
10225 Old Ardrey Kell Road
1132 Greenwood Cliff
5512 Carmel Road
2600 Barracks Road
250 Nichols Court
25 Keil Drive N
7511 Shallowford Road
4 Technology Drive
20 Summer Street
Parklands Drive
933 Cedar Road
1880 Clarkson Road
11210 Robious Road
700 Dickinson Road
2801 Cohasset
High View, Rickmansworth Road
1290 Santa Rosa Drive
3302 Bonita Road
2 Bourley Road
732 Clough Pike Road
4650 E Galbraith Road
8135 Beechmont Avenue
7418 Stock Ranch Road
14370 SE Oregon Trail Drive
2053 N Towne Avenue
8547 Morgan Road
1100 Ponce De Leon Boulevard
402 S Colonial Drive
125 King Street (Route 3a)
8100 Precinct Line Road
691 S Byhalia Road
2105 University Park Boulevard
5820 Flintridge Drive
3 Meridian Circle
2564 Foxpointe Drive
3660 Central Avenue
2920 Snouffer Road
2870 Snouffer Road
23 Triangle Park Drive
903 Longmire Road
192 Norman Avenue
1855 Ocean Boulevard SE
1530 E Sandy Lake Road
1142 Dufferin Street
Tobin Drive
751 E Terra Cotta Avenue
965 N Brighton Circle W
965 N Brighton Circle W
1691 Queens Gate Circle
1695 Queens Gate Circle
3535 N Hall Street
5585 Caruth Haven Lane
25411 Sea Bluffs Drive
200 S Arbor Lane
1030 Barathaven Boulevard
341 Winn Way
920 Clairemont Avenue
90 Burr Oak Drive
2125 Brinker Road
1509 Canvas Way
2028 Ladera Lane
4901 S Monaco Street
8101 E Mississippi Avenue
1500 Little Raven Street
2979 Uinta Street
4610 Douglas Avenue
Dix Hills, NY
Dollard-des-ormeaux, QC
Dresher, PA
Drummondville, QC
Dublin, OH
Dublin, OH
Durham, NC
Eagle, ID
East Amherst, NY
East Lansing, MI
East Meadow, NY
East Setauket, NY
Eastbourne, UK
Edgbaston, UK
Edgewater, NJ
Edison, NJ
Edmond, OK
Edmonds, WA
Edmonds, WA
Edmonton, AB
Edmonton, AB
Effingham, IL
El Dorado Hills, CA
Elkhorn, NE
Elstree, UK
Encino, CA
Englishtown, NJ
Epsom, UK
Erie, PA
Esher, UK
Evans, GA
Evansville, IN
Everett, WA
Everett, WA
Fairfield, NJ
Fairfield, IL
Fairfield, CA
Fairfield, CT
Fairfield, OH
Fareham, UK
Fishers, IN
Fishers, IN
Fleet, UK
Florence, AL
Flossmoor, IL
Flower Mound, TX
Flowood, MS
Folsom, CA
Folsom, CA
Fort Wayne, IN
Fort Wayne, IN
Fort Worth, TX
Fort Worth, TX
Fort Worth, TX
Fort Worth, TX
Franklin, TN
Fremont, CA
Fresno, CA
Frome, UK
Fullerton, CA
Fullerton, CA
Fullerton, CA
Gahanna, OH
Gainesville, GA
Gainesville, FL
Garden Grove, CA
Gardnerville, NV
Georgetown, TX
Gig Harbor, WA
Gilbert, AZ
Glen Cove, NY
Glendale, AZ
Glendale, AZ
Glenview, IL
Golden Valley, MN
Granbury, TX
Grand Forks, ND
Grand Prairie, TX
Grand Rapids, MI
Grandville, MI
Granger, IN
Grants Pass, OR
Grapevine, TX
Greeley, CO
Greenville, SC
Greenwood, IN
Gresham, OR
Grimsby, ON
Grosse Pointe Woods, MI
Grosse Pointe Woods, MI
Grove City, OH
Grove City, OH
Gurnee, IL
Haddonfield, NJ
Hamburg, NY
Hamilton, OH
Happy Valley, OR
Harahan, LA
Harrisburg, IL
Hattiesburg, MS
Haverford, PA
Helena, MT
Hemet, CA
Henderson, NV
Henrico, VA
Hermitage, PA
Hickory, NC
High Point, NC
High Wycombe, UK
Highland Park, IL
Highland Park, IL
Hindhead, UK
Hingham, MA
Holbrook, NY
Honolulu, HI
Hoover, AL
Horley, UK
Houston, TX
—
—
8,380
—
—
—
—
—
11,602
—
—
—
—
—
—
—
—
—
—
6,194
8,195
—
—
11,645
—
—
—
—
10,935
—
—
—
—
—
—
—
—
—
12,223
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
22,139
—
—
—
—
—
—
—
—
—
—
—
14,200
—
—
—
—
3,600
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,437
11,222
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,808
1,957
1,900
5,765
1,169
3,688
3,212
4,508
2,070
3,919
69
4,920
4,145
2,720
4,561
1,892
410
1,650
2,891
1,589
2,063
606
—
1,846
—
5,040
690
20,159
1,611
5,783
3,211
1,038
638
1,912
3,120
561
1,460
—
1,477
3,408
1,500
2,314
—
353
1,292
1,800
3,147
1,490
2,306
3,637
1,770
2,080
4,179
2,538
—
5,733
3,400
896
2,720
1,964
1,801
6,739
772
1,908
—
2,107
1,143
5,481
1,560
2,160
4,594
3,114
—
2,090
1,520
2,040
1,050
1,880
2,179
1,533
1,670
561
2,220
1,077
893
1,550
1,966
636
950
1,430
3,575
1,099
890
520
984
1,128
721
2,628
858
450
1,880
1,850
1,877
1,190
3,955
1,084
1,600
1,355
3,567
2,820
2,250
17,852
1,440
3,957
22,918
2,165
2,332
960
39,014
14,431
10,664
54,353
25,345
23,035
23,350
18,360
11,714
19,373
45,991
37,354
33,744
13,969
25,047
32,314
8,388
24,449
26,413
29,819
37,293
3,699
—
21,426
—
46,255
12,520
34,803
9,254
48,361
20,503
11,983
8,708
16,647
43,868
3,995
14,040
—
12,979
17,970
14,500
33,731
—
13,049
9,496
8,414
24,350
32,754
10,948
42,242
19,930
27,888
40,328
18,909
—
15,437
25,300
10,591
14,813
19,989
6,195
54,075
11,214
27,036
—
4,549
10,831
31,586
15,947
28,246
35,236
24,668
—
69,288
33,513
30,670
13,147
23,827
15,745
7,219
21,280
8,874
17,648
18,051
22,795
22,770
6,566
5,617
13,662
31,777
85,764
5,246
27,931
16,363
10,991
10,940
10,416
38,864
4,940
13,469
33,993
19,045
9,488
11,600
30,682
15,449
28,419
21,735
13,422
15,832
25,313
48,645
32,292
35,337
56,046
18,043
12,144
16,079
3,208
960
1,437
10,569
561
1,100
2,973
570
—
904
2,601
3,050
3,175
1,552
4,365
4,588
475
10,554
2,677
3,742
5,238
534
56,599
1,265
50,971
8,273
3,266
3,497
—
6,959
2,036
550
1,311
2,894
3,744
654
11,654
49,430
—
1,481
3,841
549
32,776
3,815
3,005
1,230
2,036
560
1,566
923
1,964
14,443
19,678
147
26,084
2,970
9,571
25,465
1,836
2,450
1,256
1,449
2,327
1,436
31,769
1,541
4,699
1,210
6,029
3,226
3,090
124
1,534
6,996
1,793
1,001
60
74
527
424
2,860
247
859
630
2,622
484
939
1,046
1,197
1,280
2,506
749
3,047
1,120
—
1,165
—
190
411
480
4,072
141
1,818
1,765
2,968
2,464
338
1,358
871
1,438
2,270
4,480
821
4,156
2,731
915
1,676
—
4,133
2,110
1,914
5,765
1,186
3,688
3,216
4,508
2,070
3,944
127
4,986
4,269
2,810
4,609
2,044
410
1,650
2,891
1,723
2,181
660
5,190
1,806
5,544
5,040
882
20,822
1,611
5,951
3,219
1,045
638
1,913
3,286
561
1,460
4,783
1,477
3,517
1,500
2,314
4,309
385
1,362
1,800
3,147
1,490
2,306
3,637
1,770
2,080
7,160
2,538
2,781
5,787
3,456
2,459
2,810
1,998
1,801
6,739
847
1,950
2,374
2,107
1,164
5,481
1,583
2,208
4,718
3,115
136
2,090
1,634
2,040
1,050
1,884
2,354
1,539
1,670
561
2,220
1,077
993
1,550
1,966
677
961
1,452
3,509
1,122
957
539
984
1,209
721
2,628
876
450
1,907
1,857
2,224
1,298
3,955
1,084
1,600
1,518
3,564
2,820
2,271
18,439
1,444
4,331
23,053
2,184
2,408
960
41,897
15,238
12,087
64,922
25,889
24,135
26,319
18,930
11,714
20,252
48,534
40,338
36,795
15,431
29,364
36,750
8,863
35,003
29,090
33,427
42,413
4,179
51,409
22,731
45,427
54,528
15,594
37,637
9,254
55,152
22,531
12,526
10,019
19,540
47,446
4,649
25,694
44,647
12,979
19,342
18,341
34,280
28,467
16,832
12,431
9,644
26,386
33,314
12,514
43,165
21,894
42,331
57,025
19,056
23,303
18,353
34,815
34,493
16,559
22,405
7,451
55,524
13,466
28,430
29,395
6,090
15,509
32,796
21,953
31,424
38,202
24,791
1,398
76,284
35,192
31,671
13,207
23,897
16,097
7,637
24,140
9,121
18,507
18,681
25,317
23,254
7,505
6,622
14,848
33,035
88,336
5,972
30,911
17,464
10,991
12,024
10,416
39,054
5,333
13,949
38,038
19,179
10,959
13,257
33,650
17,913
28,757
22,930
14,296
17,270
27,562
52,538
33,109
39,119
58,642
18,939
13,744
16,079
14,291
6,084
5,279
907
5,907
2,330
3,251
515
2,649
3,548
16,357
13,501
12,824
3,141
9,832
14,313
2,768
10,543
4,353
11,392
15,570
760
6,691
2,028
15,708
18,968
6,087
7,753
2,234
19,908
4,280
2,400
1,708
3,071
15,739
709
11,457
2,132
2,218
5,402
5,650
2,827
9,881
6,148
5,119
3,033
192
8,761
1,848
4,932
7,402
14,873
10,572
2,439
2,801
3,349
15,251
6,015
4,512
7,611
1,050
4,721
5,056
4,043
3,710
1,174
10,671
545
7,839
12,656
14,690
2,144
12
26,658
11,695
10,669
1,567
1,791
2,432
839
8,072
1,101
3,920
3,626
3,365
7,886
971
2,004
4,906
10,821
14,037
1,069
10,408
4,510
2,349
2,312
2,094
2,438
1,015
4,607
12,756
4,157
1,427
5,605
280
2,470
4,133
3,692
2,750
5,311
9,986
10,366
8,789
13,067
11,766
3,346
4,436
11,643
2013
2013
2013
2023
2016
2022
2021
2023
2019
2021
2013
2013
2013
2014
2013
2013
2012
2015
2020
2013
2013
2021
2017
2022
2012
2012
2010
2016
2019
2013
2021
2021
2020
2021
2013
2021
2002
2017
2019
2014
2010
2021
2013
2010
2013
2011
2023
2015
2021
2020
2010
2012
2019
2020
2021
2021
2005
2019
2014
2013
2021
2022
2013
2021
2016
2021
1998
2021
2010
2013
2013
2021
2022
2012
2013
2011
2021
2021
2021
2022
2010
2021
2013
2017
2021
2010
2021
2015
2013
2013
2018
2021
2013
2011
2019
2019
2019
2021
2021
2010
2010
2021
2021
2013
2023
2021
2021
2021
2015
2011
2013
2016
2015
2013
2021
2021
2014
2011
2003
2008
2006
2007
2015
2017
1998
2019
2015
2000
2002
2002
2008
2015
2000
1996
2001
1976
2000
1999
1968
1997
2019
2014
2003
2003
1997
2014
2013
2006
1999
1991
1998
1989
1998
1997
1998
2019
2018
2012
2000
2018
2006
1999
2000
2012
2013
2014
2010
2018
2008
2001
2017
2020
2015
1999
1987
2014
2012
2008
1987
2021
1998
2000
2018
1999
1999
2023
1994
2008
1998
2018
1900
2001
2005
2009
2014
2021
2003
2018
2009
1985
2014
2009
1989
2007
1985
1991
2006
2005
2017
1990
2002
2015
2009
2019
1998
2020
2005
2009
2000
1998
1988
2008
2021
2001
2002
2002
2017
2012
2005
2012
2012
2001
1998
2004
2014
1995
337 Deer Park Road
4377 Saint Jean Boulevard
1650 Susquehanna Road
400 Rue Rose-Ellis
4175 Stoneridge Lane
4050 Hawthorne Lane
205 Emerald Pond Lane
1260 E Lone Creek Drive
8040 Roll Road
5968 Park Lake Road
1555 Glen Curtiss Boulevard
1 Sunrise Drive
6 Upper Kings Drive
Speedwell Road
351 River Road
1801 Oak Tree Road
15401 N Pennsylvania Avenue
21500 72nd Avenue W
180 2nd Avenue S
103 Rabbit Hill Court NW
10015 103rd Avenue NW
1101 N Maple Street
2020 Town Center W Way
3535 Piney Creek Drive
Edgwarebury Lane
15451 Ventura Boulevard
49 Lasatta Avenue
450-458 Reigate Road
4400 E Lake Road
42 Copsem Lane
100 Washington Commons Drive
5050 Lincoln Avenue
524 75th Street SE
3915 Colby Avenue N
47 Greenbrook Road
315 Market Street
3350 Cherry Hills Street
1571 Stratfield Road
520 Patterson Boulevard
Redlands Lane
9745 Olympia Drive
12950 Tablick Street
22-26 Church Road
3275 County Road 47
19715 Governors Highway
4141 Long Prairie Road
350 Town Center Way
1574 Creekside Drive
1801 E Natoma Street
3715 Union Chapel Road
611 W County Line Road S
2151 Green Oaks Road
3401 Amador Drive
3401 Amador Drive
8600 N Riverside Drive
314 Cool Springs Boulevard
2860 Country Drive
5605 N Gates Avenue
Welshmill Lane
2226 N Euclid Street
1510 E Commonwealth Avenue
433 W Bastanchury Road
775 E Johnstown Road
940 S Enota Drive
3605 NW 83rd Street
11848 Valley View Street
1565-a Virginia Ranch Road
5101 N Mays Street
3213 45th Street Court NW
580 S Gilbert Road
39 Forest Avenue
8847 W Glendale Avenue
51st and Bell Road
2200 Golf Road
4950 Olson Memorial Highway
100 Watermark Boulevard
3783 S 16th Street #112
3013 Doryn Drive
3121 Lake Michigan Drive NW
3939 44th Street SW
6330 N Fir Road
1001 NE A Street
4545 Merlot Drive
5300 W 29th Street
1180 Haywood Road
2339 S State Road 135
2895 SE Powell Valley Road
84 Main Street E
1850 Vernier Road
21260 Mack Avenue
3717 Orders Road
2320 Sonora Drive
500 N Hunt Club Road
132 Warwick Road
4600 Southwestern Boulevard
1740 Eden Park Drive
8915 SE Monterey
7904 Jefferson Highway
165 Ron Morse Drive
217 Methodist Hospital Boulevard
731 Old Buck Lane
2801 Colonial Drive
800 W Oakland Avenue
1555 W Horizon Ridge Parkway
567 N Parham Road
260 S Buhl Farm Drive
915 29th Avenue NE
1573 Skeet Club Road
The Row Lane End
1651 Richfield Avenue
1601 Green Bay Road
Portsmouth Road
1 Sgt. William B Terry Drive
320 Patchogue Holbrook Road
428 Kawaihae Street
3517 Lorna Road
Court Lodge Road
10225 Cypresswood Drive
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Howell, NJ
Hudson, OH
Hudson, OH
Huntington Beach, CA
Hutchinson, KS
Independence, MO
Independence, MO
Independence, MO
Indianola, IA
Iowa City, IA
Jackson, TN
Jacksonville, FL
Jacksonville, FL
Jacksonville, FL
Jeannette, PA
Johns Creek, GA
Johnson City, NY
Kalamazoo, MI
Kalamazoo, MI
Kanata, ON
Kansas City, MO
Kelowna, BC
Kelowna, BC
Kelowna, BC
Kelowna, BC
Kelowna, BC
Kelowna, BC
Kennebunk, ME
Kenner, LA
Kenner, LA
Kennett Square, PA
Kingsport, TN
Kingston, ON
Kingwood, TX
Kingwood, TX
Kirkland, WA
Kitchener, ON
Klamath Falls, OR
Kuna, ID
LA Palma, CA
La Vista, NE
Lackawanna, NY
Lafayette, LA
Lafayette Hill, PA
Laguna Hills, CA
Laguna Woods, CA
Laguna Woods, CA
Lake Havasu City, AZ
Lake Jackson, TX
Lake Zurich, IL
Lakeland, FL
Lakeview, MI
Lakewood, NY
Lakewood Ranch, FL
Lakewood Ranch, FL
Lancaster, CA
Lancaster, OH
Lancaster, PA
Lancaster, NY
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
Laval, QC
Laval, QC
Laval, QC
Lawrence, KS
Lawrenceville, GA
Lawrenceville, GA
Leatherhead, UK
Leawood, KS
Lenexa, KS
Levis, QC
Lexington, SC
Lexington, SC
Libertyville, IL
Lincoln, NE
Lincoln, NE
Lincroft, NJ
Linwood, NJ
Litchfield, CT
Lititz, PA
Little Neck, NY
Littleton, CO
Livingston, NJ
Lombard, IL
London, UK
London, ON
London, ON
Londonderry, NH
Long Grove, IL
Longmont, CO
Longueuil, QC
Longueuil, QC
Longview, TX
Lorain, OH
Los Angeles, CA
Los Angeles, CA
Los Angeles, CA
Louisville, KY
Louisville, KY
Louisville, CO
Louisville, CO
Louisville, CO
Louisville, CO
Louisville, CO
Louisville, KY
Louisville, KY
Ludington, MI
Lynnfield, MA
Macungie, PA
Madison, TN
Mahwah, NJ
Malvern, PA
Manassas, VA
—
—
—
—
—
—
—
—
—
13,981
—
10,335
—
—
—
—
—
—
—
—
10,720
—
—
—
11,002
3,988
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,381
—
—
—
9,025
6,591
—
—
—
—
—
—
—
—
—
—
9,836
—
—
—
—
—
11,996
—
—
—
18,560
3,392
—
—
—
—
—
—
9,700
4,125
—
—
—
—
—
—
—
—
—
—
—
—
17,010
—
9,475
—
14,982
—
—
7,111
18,119
—
11,309
—
—
—
—
13,650
—
—
—
—
—
—
—
—
—
—
—
—
—
—
960
3,830
—
—
1,066
1,586
1,754
3,808
600
1,584
3,215
2,017
2,211
891
1,370
750
—
1,205
1,642
1,580
1,440
7,511
—
1,689
1,938
2,688
6,302
5,443
6,171
3,718
3,069
2,700
1,100
809
1,050
2,123
1,030
480
1,683
1,880
1,341
1,335
—
2,950
1,199
1,422
2,618
1,750
12,820
11,280
9,150
364
—
1,470
2,416
733
1,031
650
1,000
700
1,029
1,680
1,897
5,908
1,274
2,412
2,105
2,383
17,231
250
1,500
3,513
4,682
2,490
826
3,322
1,843
3,171
6,500
390
884
9
800
1,240
1,200
3,350
3,378
8,000
2,130
—
1,969
1,445
2,872
—
1,756
3,992
9,049
610
1,409
—
3,540
—
2,420
1,600
2,266
1,042
1,432
1,323
1,630
1,588
2,274
747
3,165
—
2,093
1,605
1,651
2,946
16,079
55,674
—
—
21,577
11,314
34,395
31,172
10,590
14,507
24,471
15,796
11,501
6,011
12,490
25,231
26,381
11,991
22,377
23,285
11,675
45,942
—
28,670
11,694
13,647
46,346
42,606
51,949
44,690
11,524
30,204
10,036
12,344
22,946
33,130
11,416
9,777
24,207
4,315
13,939
10,174
—
16,591
14,840
6,066
22,986
11,848
75,926
76,485
57,842
1,599
—
9,830
19,791
2,212
17,410
6,714
22,388
15,295
7,699
14,039
12,202
36,955
13,748
22,045
32,161
5,968
113,967
8,716
29,003
24,173
17,835
32,493
26,251
24,502
15,301
22,214
40,024
13,807
10,637
19,958
21,984
17,908
13,836
38,461
26,360
44,424
59,943
—
16,985
13,631
24,521
—
11,825
23,711
70,707
5,520
13,060
114,438
19,007
28,050
20,816
20,326
13,002
8,396
6,684
7,547
12,001
9,254
10,768
6,406
45,200
—
8,306
27,249
17,194
16,609
—
11,001
42,432
19,761
2,611
280
738
3,720
6,346
—
1,150
1,061
657
1,086
771
341
2,189
23,400
1,192
1,527
1,347
969
1,274
1,710
974
2,425
6,122
5,667
6,305
5,000
1,348
7,908
5,796
755
1,587
110
2,161
1,756
2,733
2,297
5,591
2,794
20
1,463
887
—
1,889
2,854
22,414
15,167
14,397
544
13,621
3,918
249
135
839
2,102
809
6,153
503
209
—
4,957
1,109
3,217
6,106
1,722
13,138
322
1,493
2,749
1,200
11,938
1,932
2,878
2,420
1,421
5,467
802
2,179
3,021
2,848
12,732
314
6,724
1,843
2,556
2,457
14,900
3,535
2,149
1,357
26,243
2,935
4,677
11,134
1,412
—
10,793
4,813
6,976
4,494
2,069
22,757
19,142
56,566
11,120
38,278
1,189
3,261
157
3,340
27,077
53
1,578
3,428
327
960
3,830
1,040
1,750
1,158
1,594
1,754
3,931
600
1,584
3,250
2,098
2,192
951
1,386
750
1,691
6,550
1,642
1,588
1,607
6,291
1,274
1,718
1,938
2,856
6,460
5,579
6,326
3,811
3,146
3,532
1,100
814
1,186
2,123
1,409
480
1,683
1,880
1,447
1,335
20
2,996
1,199
1,422
2,618
1,878
12,894
11,280
9,150
364
2,046
1,470
2,416
733
1,031
650
1,000
712
1,035
1,680
1,897
5,908
1,292
2,428
2,174
2,462
17,231
250
1,562
3,583
4,674
5,610
927
3,322
1,869
3,171
6,500
390
1,054
170
885
1,362
1,200
3,468
3,378
8,103
2,218
3,224
2,068
1,643
2,872
2,733
1,895
4,276
9,049
610
1,409
—
3,540
91
2,420
1,607
1,939
1,156
2,584
1,391
2,332
1,613
2,459
747
3,793
2,558
2,092
1,644
1,804
2,979
16,079
66,675
41,392
18,011
24,096
11,586
35,133
34,769
16,936
14,507
25,586
16,776
12,177
7,037
13,245
25,572
26,879
30,046
23,569
24,804
12,855
48,131
—
30,351
12,668
15,904
52,310
48,137
58,099
49,597
12,795
37,280
15,832
13,094
24,397
33,240
13,198
11,533
26,940
6,612
19,424
12,968
—
18,008
15,727
6,066
24,875
14,574
98,266
91,652
72,239
2,143
11,575
13,748
20,040
2,347
18,249
8,816
23,197
21,436
8,196
14,248
12,202
41,912
14,839
25,246
38,198
7,611
127,105
9,038
30,434
26,852
19,043
41,311
28,082
27,380
17,695
23,635
45,491
14,609
12,646
22,818
24,747
30,518
14,150
45,067
28,203
46,877
62,312
11,676
20,421
15,582
25,878
23,510
14,621
28,104
81,841
6,932
13,060
125,231
23,820
34,935
25,310
22,388
36,086
27,424
62,098
18,599
49,577
10,418
13,844
6,563
47,912
24,519
8,360
28,788
20,469
16,903
11,643
24,696
13,499
4,334
8,388
828
2,298
13,061
5,465
2,507
4,605
1,680
1,177
1,028
2,243
5,003
5,260
5,377
1,985
8,445
2,812
10,507
—
10,553
1,378
5,926
5,565
5,986
5,676
5,796
1,285
17,750
12,034
1,641
8,209
2,248
3,503
4,305
6,657
2,562
5,390
3,121
—
6,444
1,523
1,486
196
6,298
31,611
27,206
21,981
647
141
6,186
3,310
358
1,549
2,606
6,907
7,950
1,425
2,816
2,801
9,385
2,276
4,511
8,679
1,674
1,357
2,685
10,083
3,268
3,547
15,080
10,227
3,052
2,174
343
14,040
5,098
1,721
7,836
8,708
9,092
2,784
14,688
213
9,959
20,692
3,375
5,545
4,267
2,351
2,824
2,359
8,841
2,689
2,646
2,066
45,785
9,496
9,490
9,465
8,016
6,425
3,603
13,617
3,246
8,905
1,609
2,091
476
16,622
2,776
778
6,464
8,721
2,709
2011
2012
2012
2016
2010
2022
2022
2013
2004
2019
2021
2022
2022
2021
2021
2013
2013
2019
2022
2013
2019
2021
2021
2012
2022
2013
2022
2022
2022
2022
2022
2013
1998
2021
2010
2021
2015
2011
2017
2003
2016
2020
2022
2013
2022
2019
2023
2013
2016
2016
2016
2020
2021
2011
2021
2022
2022
2011
2012
2010
2021
2015
2019
2020
2020
2020
2018
2018
2023
2012
2013
2021
2015
2012
2013
2023
2021
2023
2011
2010
2021
2013
2010
2010
2015
2010
2023
2015
2013
2014
2015
2015
2022
2021
2021
2015
2023
2006
2019
2011
2012
2016
2012
2013
2019
2019
2019
2019
2019
2021
2021
2022
2013
2017
2021
2012
2013
2021
1995
1998
1999
2014
2007
2019
2019
2004
1997
2019
1990
2014
2018
1991
1996
2014
2014
2019
2018
2009
2013
1989
1900
2005
2016
1999
2021
2000
2005
2012
1988
2006
2000
1988
2008
2019
1983
1999
2012
1996
2003
2000
1900
2003
2012
2002
2016
1998
1988
1987
1986
2009
1900
2007
1999
2013
2016
2012
2005
1999
1981
2017
2011
1999
2001
1997
2005
1989
1988
1996
2008
2007
2017
1999
2006
2009
2001
2001
2001
2000
1990
2002
1997
1998
2016
2000
2018
2017
2009
2012
1953
1950
2016
2017
1986
1989
2007
2007
2018
2009
2001
2006
1999
2010
2008
2019
1999
1999
2004
2000
1998
2002
2006
2018
1986
2015
1998
1994
10225 Cypresswood Drive
2929 W Holcombe Boulevard
505 Bering Drive
10120 Louetta Road
100 Meridian Place
125 Omni Lake Parkway
150 Omni Lake Parkway
7401 Yorktown Avenue
2416 Brentwood
19301 E Eastland Center Court
2100 Swope Drive
19301 E 50th Terrace Court S
610 E Scenic Valley Avenue
2423 Walden Road
25 Max Lane Drive
5939 Roosevelt Boulevard
4000 San Pablo Parkway
10520 Validus Drive
4000 Village Drive
11405 Medlock Bridge Road
1035 Anna Maria Drive
1700 Bronson Way
1700 Bronson Way
70 Stonehaven Drive
111 NW 94 Street
863 Leon Avenue
1360 K.L.O Road
580 Yates Road
1075 Barnes Avenue
1277 Gordon Drive
3200 Lakeshore Road
One Huntington Common Drive
1600 Joe Yenni Boulevard
1101 Sunset Boulevard
301 Victoria Gardens Drive
915 Holston Hills Drive
181 Ontario Street
22955 Eastex Freeway
24025 Kingwood Place
6505 Lakeview Drive
1250 Weber Street E
615 Washburn Way
1640 W Hubbard Road
5321 La Palma Avenue
7544 Gertrude Street
133 Orchard Place
400 Polly Lane
429 Ridge Pike
24903 Moulton Parkway
24441 Calle Sonora
24962 Calle Aragon
320 Lake Havasu Avenue N,
301 Huisache Street
550 America Court
1325 Grasslands Boulevard
9494 Paden Road
2123 Southwestern Drive
8230 Nature's Way
8220 Natures Way
43051 15th Street W
2750 W Fair Avenue
31 Millersville Road
18 Pavement Road
1600 S Valley View Road
3300 Winterhaven Street
3210 S Sandhill Road
269, Boulevard Sainte-Rose
263, Boulevard Sainte-Rose
1400 Bd Chomedey
3220 Peterson Road
1375 Webb Gin House Road
2899 Five Forks Trickum Road
Rectory Lane
4400 W 115th Street
15055 W 87th Street Parkway
7 Rue St Thomas
203 Old Chapin Road
800 N Lake Drive
901 Florsheim Drive
7208 Van Dorn Street
1111 S 70th
734 Newman Springs Road
432 Central Avenue
19 Constitution Way
80 W Millport Road
5515 Little Neck Parkway
8160 W Coal Mine Avenue
369 E Mount Pleasant Avenue
2210 Fountain Square Drive
71 Hatch Lane
1486 Richmond Street N
81 Grand Avenue
2 Golen Drive
2300 Illinois Route 53
2210 Main Street
70 Rue Levis
1235 chemin du Tremblay
311 E Hawkins Parkway
5401 N Pointe Parkway
10475 Wilshire Boulevard
2051 N Highland Avenue
4061 Grand View Boulevard
4600 Bowling Boulevard
6700 Overlook Drive
1336 E Hecla Drive
1800 Plaza Drive
1855 Plaza Drive
282 McCaslin Boulevard
1331 E Hecla Drive
620 Valley College Drive
8021 Christian Court
502 N Sherman Street
55 Salem Street
6043 Lower Macungie Road
200 E Webster Street
15 Edison Road
324 Lancaster Avenue
9852 Fairmont Avenue
Manassas, VA
Mansfield, TX
Mansfield, TX
Manteca, CA
Maple Ridge, BC
Marieville, QC
Marlboro, NJ
Marlow, UK
Marysville, WA
Massillon, OH
Mattoon, IL
Mattoon, IL
McKinney, TX
McKinney, TX
McKinney, TX
McMasterville, QC
Meadville, PA
Medicine Hat, AB
Medina, OH
Medina, OH
Melbourne, FL
Melville, NY
Memphis, TN
Memphis, TN
Menomonee Falls, WI
Mentor, OH
Merced, CA
Mesa, AZ
Metairie, LA
Midland, MI
Mill Creek, WA
Millbrook, NY
Millersburg, OH
Milton, ON
Milwaukie, OR
Minnetonka, MN
Mission Viejo, CA
Mississauga, ON
Mississauga, ON
Missoula, MT
Mobberley, UK
Mobile, AL
Molalla, OR
Monterey, CA
Montgomery, AL
Montgomery, MD
Montgomery Village, MD
Montreal-nord, QC
Moorestown, NJ
Moose Jaw, SK
Murphy, TX
Nacogdoches, TX
Naperville, IL
Naperville, IL
Naperville, IL
Nashville, TN
New Braunfels, TX
New Palestine, IN
New Rochelle, NY
New York, NY
Newberg, OR
Newbury, UK
Newmarket, UK
Newtown Square, PA
Norman, OK
North Canton, OH
North Ridgeville, OH
North Tonawanda, NY
North Tonawanda, NY
North Tustin, CA
North Wales, PA
Northville, MI
Novi, MI
Oak Harbor, WA
Oak Park, IL
Oakdale, PA
Oakland, CA
Oakton, VA
Oakville, ON
Oakville, ON
Ocala, FL
Odessa, TX
Ogden, UT
Oklahoma City, OK
Oklahoma City, OK
Oklahoma City, OK
Oklahoma City, OK
Okotoks, AB
Olney, IL
Olney, IL
Omaha, NE
Omaha, NE
Omaha, NE
Orange, CA
Orem, UT
Ormond Beach, FL
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Ottawa, ON
Outremont, QC
Overland Park, KS
Oviedo, FL
Painesville, OH
Painted Post, NY
Palestine, TX
Palm Coast, FL
Palm Desert, CA
Palm Desert, CA
Palo Alto, CA
Paramus, NJ
Paris, IL
—
—
—
—
8,562
5,048
—
—
—
—
—
—
—
—
—
3,176
—
8,752
12,156
—
—
—
—
—
—
11,225
—
—
14,200
—
—
—
—
17,759
—
—
12,333
7,052
5,584
—
—
—
—
—
—
—
—
8,995
—
1,052
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,180
—
—
—
—
—
—
—
13,745
—
—
7,117
3,743
—
—
—
—
—
—
—
18,482
—
—
—
—
7,809
33,935
—
—
11,901
7,264
3,767
4,920
—
17,386
6,088
11,602
8,748
11,131
—
15,011
—
—
—
8,812
—
—
—
—
25,050
—
—
2,946
660
—
1,300
2,875
1,278
2,222
9,068
620
1,117
791
505
1,570
4,314
5,769
5,555
2,084
1,432
1,309
—
7,070
4,280
1,800
1,578
1,020
957
2,806
950
725
1,084
10,150
12,448
1,293
4,542
2,391
920
6,600
1,602
2,548
550
5,146
737
1,210
6,440
524
6,482
3,530
4,407
2,060
582
1,950
390
3,470
1,550
1,540
3,900
1,200
2,259
5,732
—
2,806
2,850
4,071
1,930
1,480
1,726
1,780
1,249
1,426
2,880
1,968
2,221
3,877
739
1,250
1,917
3,877
2,250
2,134
1,271
1,340
346
360
590
760
—
5,962
714
897
534
370
380
1,623
8,021
1,395
3,428
1,341
2,809
1,156
746
1,176
4,256
2,252
2,963
1,561
3,403
3,411
6,746
1,540
3,350
1,407
1,326
180
870
13,628
6,193
—
2,840
688
16,609
5,251
—
12,125
11,922
12,113
14,888
39,720
4,780
16,687
1,905
2,258
7,389
23,777
32,691
27,814
17,623
14,141
10,540
—
48,257
73,283
17,744
9,435
6,984
13,206
13,292
9,087
27,708
5,623
60,274
12,390
17,788
25,321
20,262
29,344
52,118
17,996
15,158
7,490
26,665
10,205
3,903
29,101
10,923
83,642
18,246
23,719
51,628
12,973
19,182
5,754
29,547
12,237
28,204
35,788
19,800
22,010
34,270
29
15,260
12,796
11,902
14,420
33,330
24,588
29,390
7,360
17,572
18,059
18,356
12,710
30,891
7,698
40,383
11,954
47,508
37,576
29,963
13,754
10,564
3,506
6,700
7,513
7,017
—
27,717
20,943
4,805
2,234
10,230
8,769
12,027
64,689
8,775
16,941
15,425
27,299
9,758
7,800
12,764
39,141
7,575
26,424
18,170
31,090
28,335
45,981
16,269
31,147
12,500
13,400
4,320
10,957
58,446
83,052
39,639
35,728
6,203
327
896
21,515
6,175
3,196
1,414
3,116
1,127
5,475
1,103
376
490
1,279
277
—
6,810
—
803
2,463
42,612
45,945
11,815
4,224
—
2,745
1,109
2,145
6,397
2,857
391
5,540
2,439
775
7,286
2,853
1,988
9,508
1,812
4,481
2,186
2,459
633
1,190
3,982
375
18,570
8,536
9,764
9,320
1,938
519
1,067
6,818
2,813
2,084
5,862
10,739
609
32
—
2,349
1,239
2,598
2,006
1,409
2,224
157
995
930
1,881
1,059
1,961
6,155
963
4,272
971
4,764
4,286
3,953
2,304
694
422
2,114
335
461
18,268
—
1,702
435
511
362
493
780
2,778
451
460
4,468
4,608
1,124
1,425
1,355
2,624
—
3,758
3,773
4,115
6,754
13,819
4,637
357
158
690
3,363
690
3,052
2,297
3,881
2,377
562
2,979
660
2,807
1,312
3,221
1,372
2,336
9,060
620
1,117
835
530
1,570
4,314
5,769
5,555
2,084
1,514
1,750
2,131
7,070
4,453
1,800
1,578
1,020
960
2,924
950
1,448
1,091
10,179
12,947
1,293
4,801
2,415
1,051
6,602
1,686
2,673
553
5,315
749
1,210
6,443
538
6,804
4,291
4,566
2,095
612
1,950
390
3,470
1,550
1,602
3,900
2,729
2,290
5,732
—
2,809
2,944
4,205
1,975
1,480
1,726
1,790
1,573
1,528
3,044
1,971
2,221
3,877
739
1,250
1,934
4,117
2,393
2,258
1,343
1,340
384
360
590
760
1,590
5,962
771
923
563
370
380
1,623
8,021
1,419
3,441
1,438
2,935
1,245
822
1,271
4,406
2,252
3,172
1,765
3,647
3,649
6,971
1,670
3,346
1,407
1,259
180
870
13,683
6,193
43
2,986
719
16,903
6,147
18,708
18,288
14,772
13,433
17,890
40,855
10,255
17,790
2,237
2,723
8,668
24,054
32,691
34,624
17,623
14,862
12,562
40,481
94,202
84,925
21,968
9,435
9,729
14,312
15,319
15,484
29,842
6,007
65,785
14,330
18,563
32,348
23,091
31,201
61,624
19,724
19,514
9,673
28,955
10,826
5,093
33,080
11,284
101,890
26,021
33,324
60,913
14,881
19,701
6,821
36,365
15,050
30,226
41,650
29,010
22,588
34,302
29
17,606
13,941
14,366
16,381
34,739
26,812
29,537
8,031
18,400
19,776
19,412
14,671
37,046
8,661
44,655
12,908
52,032
41,719
33,792
15,986
11,258
3,890
8,814
7,848
7,478
16,678
27,717
22,588
5,214
2,716
10,592
9,262
12,807
67,467
9,202
17,388
19,796
31,781
10,793
9,149
14,024
41,615
7,575
29,973
21,739
34,961
34,851
59,575
20,776
31,508
12,658
14,157
7,683
11,647
61,443
85,349
43,477
37,959
6,734
2,709
2,471
2,255
8,711
3,082
3,871
6,305
8,683
4,203
1,912
564
520
3,083
2,607
406
1,550
660
5,076
2,429
2,227
35,526
28,019
9,230
1,517
3,996
1,627
2,043
8,273
9,552
772
27,251
6,318
1,771
6,899
3,623
10,150
15,791
6,751
5,693
4,247
11,011
1,975
1,206
11,695
2,077
25,776
14,107
8,502
19,011
4,806
4,231
2,752
10,588
5,513
10,531
16,660
8,819
3,275
629
—
1,763
2,811
4,163
6,782
10,103
2,917
1,688
1,812
1,505
6,320
3,002
210
432
1,837
16,251
2,865
18,233
14,470
11,529
4,962
4,266
524
4,043
3,292
3,027
2,216
32,208
6,400
932
590
3,779
3,444
1,226
11,040
1,662
3,103
4,388
11,604
3,691
3,019
3,012
10,838
3,514
7,059
5,167
7,602
9,107
15,071
7,075
5,102
678
1,355
2,696
4,290
11,396
5,432
15,111
12,860
899
2021
2006
2017
2005
2015
2015
2013
2013
2003
2022
2021
2021
2009
2021
2023
2023
2022
2015
2019
2019
2007
2010
2012
2021
2006
2022
2021
1999
2013
2022
2010
2021
2022
2015
2021
2013
2016
2013
2015
2005
2013
2021
2020
2013
2021
2018
2013
2018
2010
2013
2015
2006
2011
2012
2013
2012
2011
2021
2021
2018
2021
2015
2014
2013
2012
2022
2022
2019
2022
2013
2021
2023
2023
2019
2012
2019
2013
2013
2013
2013
2008
2021
2004
2007
2007
2014
2021
2015
2021
2021
2010
2010
2022
2019
2021
2021
2015
2013
2013
2013
2015
2015
2015
2015
2015
2015
2015
2018
2012
2021
2020
2022
2006
2008
2021
2022
2013
2013
2021
1994
2007
2019
1986
2009
2002
2002
2014
1998
2016
1999
2001
2010
2018
2023
1961
2023
1999
2017
2020
2009
2001
1999
2018
2007
2019
1997
2000
2009
2015
1998
1985
2021
2012
1996
2006
1998
1984
1989
1998
2007
1995
1998
2009
1991
1992
1993
1988
2000
2001
2012
2007
2001
2013
2002
1999
2009
2017
2023
2023
2002
2016
2011
2004
1985
2017
2020
2005
2009
2000
2013
2019
2021
1998
2004
2017
1999
1997
1994
1988
2009
1954
1998
2008
2009
2016
1984
2010
1999
1998
1998
1999
2010
2018
1987
1984
2001
1998
1998
1999
1987
2005
1989
2008
2006
2009
2009
1976
1998
2002
2022
2012
2005
2010
1985
2010
2007
1998
2001
9852 Fairmont Avenue
2281 Country Club Drive
2500 N Walnut Creek
430 N Union Road
12241 224th Street
425 Rue Claude De Ramezay
3a S Main Street
210 Little Marlow Road
9802 48th Drive NE
2550 University Drive SE
2008 S 9th Street
1920 Brookstone Lane
2701 Alma Road
220 S Crutcher Crossing
3220 Turkey Trot Lane
701 Chem. du Richelieu
637 Pine Street
223 Park Meadows Drive SE
699 N Huntington Street
122 Medina Road
7300 Watersong Lane
70 Pinelawn Road
6605 Quail Hollow Road
8722 Winchester Road
W128 N6900 Northfield Drive
9150 Lakeshore Boulevard
3460 R Street
7231 E Broadway Road
3732 W Esplanade Avenue S
4124 Waldo Avenue
14905 Bothell-Everett Highway
79 Flint Road
4245 Glen Drive
611 Farmstead Drive
4017 SE Vineyard Road
18605 Old Excelsior Boulevard
27783 Center Drive
1130 Bough Beeches Boulevard
85 King Street E
3620 American Way
Barclay Park, Hall Lane
650 University Boulevard S
835 E Main Street
1110 Cass Street
5801 Eastdale Drive
3701 International Drive
19310 Club House Road
6700 Boulevard Gouin Est
1205 N Church Street
425 4th Avenue NW
304 W FM 544
5902 North Street
504 N River Road
1936 Brookdale Road
535 W Ogden Avenue
4206 Stammer Place
2294 E Common Street
4400 Terrace Drive
11 Mill Road
2330 Broadway
3801 Hayes Street
370 London Road
Jeddah Way
333 S Newtown Street Road
800 Canadian Trails Drive
850 Applegrove Street
33770 Bagley Road
705 Sandra Lane
3959 Forest Park Way
12291 Newport Avenue
1419 Horsham Road
44600 Five Mile Road
42400 W 12 Mile Road
171 SW 6th Avenue
1035 Madison Street
7420 Steubenville Pike
11889 Skyline Boulevard
2863 Hunter Mill Road
25 Lakeshore Road W
345 Church Street
2650 SE 18th Avenue
311 W 4th Street
1340 N Washington Boulevard
13200 S May Avenue
11320 N Council Road
2800 SW 131st Street
1404 NW 122nd Street
47 Riverside Gate
1110 N East Street
1110 N East Street
11909 Miracle Hills Drive
5728 S 108th Street
7205 N 73rd Plaza Circle
630 the City Drive S
325 W Center
101 Clyde Morris Boulevard
110 Berrigan Drive
43 Aylmer Avenue
1351 Hunt Club Road
140 Darlington Private
10 Vaughan Street
751 Peter Morand Crescent
1 Eaton Street
691 Valin Street
22 Barnstone Drive
990 Hunt Club Road
2 Valley Stream Drive
1000, Avenue Rockland
9201 Foster
7015 Red Bug Lake Road
1504 Jackson Street
110 Creekside Drive
1625 W Spring Street
50 Town Court
41505 Carlotta Drive
39905 Via Scena
2701 El Camino Real
567 Paramus Road
146 Brookstone Lane
Paris, IL
Paris, TX
Parma, OH
Paso Robles, CA
Peabody, MA
Peasmarsh, UK
Pella, IA
Pembroke, ON
Pennington, NJ
Pensacola, FL
Penticton, BC
Peoria, AZ
Peoria, AZ
Pflugerville, TX
Pickerington, OH
Pittsburgh, PA
Pittsburgh, PA
Pittsburgh, PA
Pittston, PA
Placentia, CA
Plainview, NY
Plano, TX
Plano, TX
Plano, TX
Plattsmouth, NE
Playa Vista, CA
Pleasanton, CA
Port Perry, ON
Port St. Lucie, FL
Portage, MI
Porterville, CA
Potomac, MD
Princeton, NJ
Princeton, NJ
Purley, UK
Puyallup, WA
Quebec City, QC
Quebec City, QC
Quebec City, QC
Quebec City, QC
Queensbury, NY
Quincy, IL
Rancho Cucamonga, CA
Rancho Palos Verdes, CA
Randolph, NJ
Rantoul, IL
Red Deer, AB
Red Deer, AB
Redding, CA
Redding, CA
Redlands, CA
Redwood City, CA
Regina, SK
Regina, SK
Regina, SK
Rehoboth Beach, DE
Reno, NV
Richmond, VA
Ridgeland, MS
Ridgeland, MS
Rimouski, QC
Riviere-du-loup, QC
Riviere-du-loup, QC
Robinson, IL
Rockford, IL
Rockwall, TX
Rocky Hill, CT
Rohnert Park, CA
Romeoville, IL
Roseburg, OR
Roseville, MN
Roseville, CA
Roseville, CA
Roswell, GA
Roswell, GA
Round Rock, TX
Rowlett, TX
Sabre Springs, CA
Sachse, TX
Sacramento, CA
Sacramento, CA
Saginaw, MI
Sainte Marie, QC
Saint-Georges, QC
Saint-lambert, QC
Salaberry-de-Valleyfield, QC
Salem, OR
Salem, OR
Salem, OR
Salinas, CA
Salisbury, UK
Salt Lake City, UT
San Antonio, TX
San Antonio, TX
San Antonio, TX
San Antonio, TX
San Diego, CA
San Diego, CA
San Diego, CA
San Francisco, CA
San Francisco, CA
San Francisco, CA
San Gabriel, CA
San Jose, CA
San Jose, CA
San Rafael, CA
San Ramon, CA
Sand Springs, OK
Sandy Springs, GA
Santa Ana, CA
Santa Monica, CA
Santa Rosa, CA
Santa Rosa, CA
Sarasota, FL
Saskatoon, SK
Saskatoon, SK
Savannah, GA
Schaumburg, IL
—
—
11,115
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
28,960
—
—
—
—
—
9,777
—
40,055
—
—
—
—
—
—
5,426
10,350
8,835
2,391
—
—
—
—
29,300
—
—
—
24,995
—
—
—
4,722
4,770
13,186
—
—
—
—
—
6,323
2,085
10,486
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,577
6,901
28,857
13,843
—
—
—
—
—
—
—
—
—
—
—
—
27,765
—
—
—
—
—
—
—
—
—
—
—
15,820
—
—
—
2,913
11,301
—
—
688
490
1,533
1,770
2,250
—
870
1,931
1,380
2,945
3,706
766
2,006
—
2,815
1,580
2,850
3,815
1,644
8,480
3,066
3,120
1,750
3,079
250
1,580
—
3,685
8,700
2,880
1,739
—
1,730
—
7,365
1,150
2,420
3,300
8,251
4,314
1,260
2,328
1,480
5,450
1,540
579
1,247
1,199
4,474
2,639
1,966
—
1,485
1,244
1,539
960
1,060
6,501
520
2,659
2,820
592
1,454
660
1,006
2,220
1,090
6,500
854
979
1,540
3,300
3,011
1,107
2,080
2,358
1,612
—
6,346
940
1,300
1,483
3,960
3,105
10,259
1,874
918
1,227
—
5,110
2,720
1,360
—
—
11,686
2,262
5,810
3,000
4,179
5,920
11,800
—
3,120
3,280
11,900
1620
8,700
910
2,214
2,077
5,250
2,250
6,484
20,105
981
1,382
1,733
2,460
6,203
5,452
9,221
8,630
16,071
—
6,716
9,427
27,620
29,148
46,717
21,796
12,091
—
26,921
18,017
22,019
33,052
13,756
17,076
19,901
59,950
15,390
32,970
5,650
40,531
—
26,788
47,230
59,764
15,190
—
30,888
(151)
35,161
20,776
21,977
28,325
53,286
29,822
21,744
16,254
10,055
60,034
46,934
4,576
19,283
22,339
36,557
10,290
40,425
—
21,148
21,036
24,053
24,248
11,440
23,697
7,675
27,435
30,658
7,601
16,848
3,667
5,119
17,650
6,710
18,700
12,646
14,453
35,877
41,652
55,669
9,627
6,486
15,477
21,319
—
30,025
14,781
23,394
17,915
26,336
20,518
61,903
15,120
9,659
8,632
—
41,424
15,269
19,691
—
—
69,930
31,075
63,078
27,164
40,328
91,639
77,214
—
15,566
46,823
27,647
27392
72,223
19,654
8,360
3,145
28,340
26,273
52,195
96,495
13,905
17,609
16,218
22,863
562
1,186
785
7,252
1,459
67,110
538
1,921
4,879
2,798
4,962
2,676
976
40,987
695
11,928
2,689
3,764
863
6,977
2,236
7,395
2,259
3,978
261
4,935
52,474
3,861
21,945
3,038
1,664
58,278
7,792
31,468
4,650
7,313
5,197
6,398
10,426
3,465
4,345
625
2,674
9,893
3,454
439
2,687
3,509
2,028
537
1,176
61,421
2,407
2,287
4,775
9,715
4,104
207
4,300
1,973
8,000
1,678
6,057
415
652
1,050
6,299
6,405
63,433
324
2,218
7,781
—
5,402
4,504
111
280
47,177
905
7,499
2,485
1,005
6,418
6,516
11,782
2,830
1,452
1,601
23,014
12,123
4,044
2,604
37,179
67,009
8,852
2,720
9,848
2,652
1,829
15,040
12,022
52,609
2,273
9,509
6,213
5,716
13,937
714
2,036
1,720
2,079
4,400
1,910
8,622
1,530
2,237
1,372
2,107
719
490
1,536
1,770
2,380
5,533
938
1,963
1,542
2,945
3,799
766
2,023
5,978
2,864
1,635
2,850
3,815
1,644
8,528
3,197
3,294
1,750
3,079
250
1,707
3,676
3,879
8,700
2,892
1,866
6,648
1,845
3,719
7,590
1,156
2,500
3,409
8,251
4,314
1,273
2,332
2,084
5,450
1,760
584
1,318
1,247
4,474
2,675
1,977
457
1,666
1,343
1,644
993
1,060
6,528
520
2,659
2,820
681
1,797
663
1,024
2,220
45
6,546
6,139
980
1,648
3,300
3,011
1,114
2,380
2,358
1,629
3,726
6,225
952
1,369
1,535
3,960
3,105
11,238
1,924
918
1,227
2,877
5,155
2,810
1,396
6,120
5,045
11,686
2,262
5,810
3,016
4,179
5,920
11,800
13,894
3,170
3,280
11,966
1620
8,781
915
2,220
2,077
5,266
2,309
6,484
19,723
1,031
1,553
1,748
2,504
6,734
6,638
10,003
15,882
17,400
61,577
7,186
11,316
32,337
31,946
51,586
24,472
13,050
35,009
27,567
29,890
24,708
36,816
14,619
24,005
22,006
67,171
17,649
36,948
5,911
45,339
48,798
30,455
69,175
62,790
16,727
51,630
38,565
27,598
39,586
28,083
27,094
34,614
63,712
33,287
26,076
16,875
12,125
69,927
50,168
5,010
21,899
25,800
38,585
10,791
41,590
60,964
23,374
23,224
28,723
33,930
15,544
23,877
11,975
29,408
38,658
9,190
22,562
4,079
5,753
18,700
14,054
25,059
70,794
14,776
37,987
49,433
55,669
15,022
10,690
15,588
21,582
43,451
31,051
22,268
25,810
18,868
32,754
27,034
72,706
17,900
11,111
10,233
20,137
53,502
19,223
22,259
31,059
61,964
78,782
33,795
72,926
29,800
42,157
106,679
89,236
38,715
17,789
56,332
33,794
33108
86,079
20,363
10,390
4,865
30,403
30,614
54,105
105,499
15,385
19,675
17,575
24,926
899
5,597
2,235
6,857
5,320
19,939
2,207
3,908
9,961
251
5,915
5,496
2,337
258
1,956
8,167
292
359
1,538
8,442
7,238
25,545
4,325
1,120
2,192
15,466
6,667
6,983
26,278
11,500
2,399
6,034
11,536
1,234
14,766
10,223
5,809
7,600
3,485
3,669
6,673
2,396
5,203
23,699
16,519
770
5,737
7,109
7,108
1,971
5,545
2,027
8,266
7,640
6,784
10,800
6,954
3,919
5,354
213
920
2,763
7,164
770
984
4,047
5,216
11,749
24,739
2,705
12,107
14,162
3,104
10,322
4,168
1,978
2,185
5,751
1,007
7,395
8,641
3,164
2,098
556
25,551
2,306
2,093
2,059
3,354
16,332
4,814
9,201
10,474
12,864
15,163
1,259
26,934
9,618
6,717
29,368
24,463
2,271
6,147
18,928
10,049
8610
22,887
6,041
4,741
1,124
10,074
8,376
4,294
11,717
4,360
6,223
2,428
8,967
2021
2005
2019
2002
2013
2013
2012
2012
2011
2023
2022
2018
2021
2021
2022
2013
2023
2023
2022
2016
2013
2013
2016
2023
2010
2013
2016
2015
2008
2019
2021
2018
2011
2020
2012
2010
2018
2018
2023
2023
2015
2021
2013
2012
2013
2021
2015
2015
2019
2021
2021
2019
2013
2013
2015
2010
2004
2021
2003
2023
2023
2015
2015
2021
2021
2012
2003
2005
2006
2021
2013
2016
2022
1997
2012
2021
2020
2016
2021
2010
2013
2021
2023
2023
2015
2022
2020
2020
2021
2016
2014
2011
2010
2017
2019
2023
2012
2013
2019
2016
2016
2019
2013
2012
2016
2016
2016
2012
2012
2021
2013
2016
2022
2021
2013
2013
2021
2013
2001
2006
2016
1998
1994
2006
2002
1999
2000
2017
2015
2014
1997
2024
2019
2009
2019
2021
2019
1987
2001
2006
2014
2006
1999
2006
2017
2009
2010
2017
1999
2021
2001
2001
2005
1985
2000
1987
2005
2008
1999
2005
2001
2004
2006
2002
2004
2004
2017
1985
1988
2021
1999
2004
1992
1999
1998
2007
1997
2010
1954
1956
1993
1999
2003
2014
1996
1986
2010
1984
2002
2000
2021
1999
1997
2007
2019
2017
2023
1978
2004
1997
2006
1986
1989
1970
1999
1997
1980
1990
2013
1986
2011
2015
2016
2016
2001
2003
2017
1998
1923
1992
2005
2002
2002
2001
1992
2002
1997
1992
2004
2001
2013
1985
1999
2004
1998
2001
146 Brookstone Lane
750 N Collegiate Drive
11500 Huffman Road
1919 Creston Road
73 Margin Street
Astolat Way, Peasmarsh
2602 Fifield Road
1111 Pembroke Street W
143 W Franklin Avenue
428 Airport Boulevard
3475 Wilson Street
13391 N 94th Drive
13619 N 94th Drive
305 E Pflugerville Parkway
602 Redbud Road
900 Lincoln Club Drive
8651 Care Lane
8870 Duncan Avenue
900 N Twp Boulevard
1180 N Bradford Avenue
1231 Old Country Road
4800 W Parker Road
3690 Mapleshade Lane
7001 Plano Parkway
1913 E Highway 34
5555 Playa Vista Drive
5700 Pleasant Hill Road
15987 Simcoe Street
10685 SW Stony Creek Way
3951 W Milham Avenue
2500 W Henderson Avenue
10800 Potomac Tennis Lane
155 Raymond Road
775 Mount Lucas Road
21 Russell Hill Road
123 Fourth Avenue NW
795, Rue Alain
650 and 700, Avenue Murray
777 Rue de Belmont
1050 Bd Lebourgneuf
27 Woodvale Road
823 S 36th Street
9519 Baseline Road
5701 Crestridge Road
648 Route 10 W
300 Twin Lakes Drive
3100 - 22 Street
10 Inglewood Drive
2150 Bechelli Lane
451 Hilltop Drive
10 Terracina Boulevard
2991 El Camino Real
3651 Albert Street
3105 Hillsdale Street
1801 McIntyre Street
36101 Seaside Boulevard
5165 Summit Ridge Court
10300 Three Chopt Road
410 Orchard Park
608 Steed Road
280 Ave Belzile
35 Rue des Cedres
230-235 Rue des Chenes
1101 N Monroe Street
3495 McFarland Road
720 E Ralph Hall Parkway
60 Cold Spring Road
4855 Snyder Lane
605 S Edward Drive
1800 Hughwood
2555 Snelling Avenue N
5161 Foothills Boulevard
2400 Pleasant Grove Boulevard
655 Mansell Road
75 Magnolia Street
310 Chisholm Trail
4205-4209 Dalrock Road
12515 Springhurst Drive
Bunker Hill Road
6350 Riverside Boulevard
345 Munroe Street
4141 McCarty Road
46 Av du Bocage
1020 175e Rue
1705 Avenue Victoria
88 Rue Dufferin
4452 Lancaster Drive NE
4050 12th Street Cutoff SE
707 Madrona Avenue SE
1320 Padre Drive
Shapland Close
1430 E 4500 S
2702 Cembalo Boulevard
11300 Wild Pine
6870 Heuermann Road
15430 Huebner Road
13075 Evening Creek Drive S
810 Turquoise Street
955 Grand Avenue
1550 Sutter Street
1601 19th Avenue
1450 Post Street
8332 Huntington Drive
500 S Winchester Boulevard
4855 San Felipe Road
111 Merrydale Road
9199 Fircrest Lane
4402 S 129th Avenue W
5455 Glenridge Drive NE
3730 S Greenville Street
1312 15th Street
4225 Wayvern Drive
4210 Thomas Lake Harris Drive
3260 Lake Pointe Boulevard
220 24th Street E
1622 Acadia Drive
6206 Waters Avenue
790 N Plum Grove Road
Schaumburg, IL
Schererville, IN
Scottsdale, AZ
Scranton, PA
Seal Beach, CA
Seattle, WA
Seattle, WA
Selbyville, DE
Sevenoaks, UK
Severna Park, MD
Shawnee, KS
Shelby Township, MI
Sherman, TX
Sherman, TX
Shrewsbury, NJ
Sidcup, UK
Silver Spring, MD
Simi Valley, CA
Simi Valley, CA
Simi Valley, CA
Solihull, UK
Solihull, UK
Solihull, UK
Solihull, UK
Sonning, UK
Sonoma, CA
Sonoma, CA
South Haven, MI
South Jordan, UT
Southbourne, UK
Southlake, TX
Spokane, WA
Spokane, WA
Spokane, WA
Springdale, AR
Springfield, IL
Springfield, MO
St Bruno, QC
St Charles, MO
St. Albert, AB
St. Johns, MI
St. Petersburg, FL
Stephenville, TX
Stittsville, ON
Stockport, UK
Stockton, CA
Strongsville, OH
Strongsville, OH
Stuart, FL
Studio City, CA
Suffield, CT
Sugar Land, TX
Sugar Land, TX
Summerville, SC
Summerville, SC
Summit, NJ
Sun City West, AZ
Sunninghill, UK
Sunnyvale, CA
Sunnyvale, CA
Surrey, BC
Sutton, UK
Sutton Coldfield, UK
Suwanee, GA
Swartz Creek, MI
Sway, UK
Swift Current, SK
Sycamore, IL
Sylvania, OH
Syracuse, NY
Tacoma, WA
Tallmadge, OH
Tarboro, NC
Taylor, PA
Temple, TX
Texarkana, TX
The Villages, FL
The Woodlands, TX
Tipp City, OH
Toms River, NJ
Tonawanda, NY
Tonawanda, NY
Topeka, KS
Toronto, ON
Toronto, ON
Toronto, ON
Toronto, ON
Toronto, ON
Toronto, ON
Torrance, CA
Traverse City, MI
Troy, NY
Tuckahoe, NY
Tucson, AZ
Tucson, AZ
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Turlock, CA
Tuscola, IL
Twinsburg, OH
Tyler, TX
Tyler, TX
Upland, CA
Upper Providence, PA
Upper St Claire, PA
Urbandale, IA
Utica, NY
Vacaville, CA
Vallejo, CA
Vallejo, CA
Vancouver, WA
Vancouver, WA
Vancouver, WA
Vancouver, WA
—
—
—
9,934
—
27,180
—
—
—
—
—
13,180
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,057
—
—
—
—
—
—
8,726
—
—
—
—
—
—
—
—
—
—
—
—
—
4,796
—
—
—
—
—
—
—
10,686
12,103
—
14,195
—
11,700
—
—
—
—
—
—
13,656
14,230
—
4,058
—
—
—
31,242
7,018
—
—
—
—
—
—
—
—
—
12,301
—
—
—
—
8,366
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,460
3,693
2,500
896
6,204
10,670
1,150
750
6,181
—
2,109
1,040
700
1,712
2,120
7,446
—
3,200
5,510
3,084
2,844
—
3,571
1,851
5,644
1,100
2,820
1,140
4,646
—
6,207
3,200
2,580
1,334
2,950
1,166
1667
9,260
3,451
1,145
794
9,218
1,072
1,175
—
2,280
1,128
2,577
5,276
4,006
4,439
960
4,272
2,175
6,862
3,080
1,250
11,632
5,420
15,005
3,605
4,096
2,807
1,560
925
4,145
492
1,033
1,205
1,440
4,170
1,096
1,643
1,942
—
1,403
1,268
480
1,223
1,610
1,554
2,460
260
1,079
3,400
5,304
2,008
5,132
2,480
3,497
1,042
1,787
9,298
830
6,978
1,330
1,614
1,320
1,752
3,161
3,053
2,266
477
1,042
650
1,306
3,160
1,900
1,102
1,758
2,596
900
4,000
2,330
1,820
1,406
4,783
5,188
22,863
30,512
3,890
10,591
72,954
37,291
19,887
25,912
40240
67,623
22,141
26,344
5,221
22,567
38,116
56,570
—
16,664
51,406
41,629
26,402
—
26,053
10,585
42,155
18,400
21,890
7,793
42,705
—
56,805
25,064
25,342
11,997
28,237
18,767
17972
62,817
41,346
17,863
5,682
39,883
3,464
17,397
—
5,983
10,940
13,463
24,182
25,307
31,660
31,423
60,493
18,017
75991
14,152
21,778
42,233
41,682
61,543
18,818
14,532
11,313
11,538
7,524
15,508
10,119
11,401
11,991
11,675
73,377
19,504
11,124
12,011
—
7,512
57,570
12,379
15,421
34,627
13,332
12,564
12712
5,364
32,757
53,488
19,620
41,657
7,571
73,138
26,327
14,123
30,934
6,179
78,932
21,285
20,504
10,087
28,421
14,219
15,596
13,002
5,582
8,396
5,268
10,515
42,596
28,195
13,455
5,514
36,067
17,100
18,000
15,407
19,042
14,328
97,858
101,400
2,107
4,264
3,770
788
4,709
4,692
3,277
1,999
4849
7,159
560
1,399
1,823
585
5,101
9,015
64,994
3,019
9,793
—
—
25,274
2,730
1,322
4,022
6,821
4,285
675
5,078
53,212
9,829
5,966
5,204
357
475
842
1,007
5,808
3,570
1,965
293
3,292
1,447
1,839
31,929
5,575
758
825
1,284
2,541
3,665
2,192
7,231
655
2907
14,665
3,877
713
4,881
4,721
2,965
2,188
1,391
1,972
454
1,836
1,547
668
70
1,140
19,528
1,176
1,696
77
794
1,711
8,837
999
1,482
2,622
1,473
1,618
363
1,114
3,946
5,742
7,445
6,261
4,119
608
2,488
639
1,796
8,196
5,026
3,104
—
252
243
289
2,933
1,862
427
616
1,288
954
649
999
2,252
1,098
2,392
6,722
7,347
2,650
2,239
1,239
12,825
11,839
2,504
3,693
2,500
896
6,308
10,700
1,150
769
6384
44
2,109
1,110
700
1,850
2,165
7,659
3,449
3,340
5,510
3,084
2,844
2,393
3,666
1,911
5,807
1,109
2,819
1,140
4,646
5,709
6,207
3,200
2,580
1,334
2,965
1,172
1691
9,260
3,451
1,234
794
9,540
1,072
1,300
4,511
2,372
1,132
2,578
5,276
4,124
4,736
960
4,272
2,175
6862
3084
1,250
11,622
5,420
15,005
3,807
4,231
2,899
1,560
935
4,282
521
1,048
1,209
1,577
4,170
1,096
1,709
1,983
182
1,491
1,268
480
1,223
1,708
1,649
2,489
260
1,097
3,697
5,596
2,054
5,417
2,906
3,519
1,074
1,777
9,350
830
7,049
1,448
1,614
1,320
1,752
3,220
3,053
2,266
506
1,071
650
1,386
3,160
1,909
1,232
1,758
2,596
900
4,030
2,330
1,821
1,406
4,783
5,188
24,926
34,776
7,660
11,379
77,559
41,953
23,164
27,892
44886
74738
22,701
27,673
7,044
23,014
43,172
65,372
61,545
19,543
61,199
41,629
26,402
22,881
28,688
11,847
46,014
25,212
26,176
8,468
47,783
47,503
66,634
31,030
30,546
12,354
28,697
19,603
18955
68,625
44,916
19,739
5,975
42,853
4,911
19,111
27,418
11,466
11,694
14,287
25,466
27,730
35,028
33,615
67,724
18,672
78898
28813
25,655
42,956
46,563
66,264
21,581
16,585
12,612
13,510
7,968
17,207
11,637
12,054
12,057
12,678
92,905
20,680
12,754
12,047
612
9,135
66,407
13,378
16,903
37,151
14,710
14,153
13075
6,460
36,406
58,938
27,019
47,633
11,264
73,724
28,783
14,772
32,678
14,375
83,887
24,271
20,504
10,339
28,664
14,449
18,529
14,864
5,980
8,983
6,556
11,389
43,245
29,185
15,577
6,612
38,459
23,822
25,317
18,057
21,280
15,567
110,683
113,239
8,967
811
3,099
2,380
28,806
17,584
6,576
9,393
17538
18,643
1,597
9,321
2,578
3,802
14,377
24,911
8,093
7,791
18,153
2,528
11,749
7,201
9,781
2,555
15,953
11,692
7,551
1,105
9,826
16,249
16,348
11,525
10,612
1,906
4,904
2,595
2405
1,208
632
7,359
653
13,400
906
6,212
9,936
4,048
2,870
2,462
4,819
10,008
7,296
12,651
16,647
2,186
436
5,401
8,523
7,765
16,763
610
8,517
3,261
2,521
5,658
877
5,263
4,114
1,714
2,119
2,796
30,345
1,868
7,140
1,875
1
1,252
840
5,096
2,214
12,720
3,320
3,361
4042
2,233
12,561
22,846
5,874
16,375
3,022
13,933
4,005
1,808
4,832
4,704
17,316
11,765
11,121
3,375
5,328
2,522
911
3,468
863
2,305
2,556
1,657
11,006
6,667
5,932
1,529
4,330
10,803
11,630
7,091
8,189
2,705
12,042
12,034
2013
2023
2008
2019
2013
2010
2015
2010
2012
2016
2022
2013
2005
2021
2010
2012
2016
2013
2016
2022
2012
2018
2013
2015
2013
2005
2016
2022
2020
2013
2019
2013
2013
2021
2021
2021
2021
2023
2023
2014
2022
2021
2021
2013
2013
2010
2019
2021
2019
2013
2019
2011
2017
2021
2023
2011
2012
2014
2012
2020
2013
2015
2015
2012
2022
2014
2013
2021
2019
2019
2016
2022
2021
2019
2021
2021
2023
2011
2022
2010
2019
2019
2012
2013
2013
2013
2015
2015
2015
2016
2021
2021
2021
2012
2021
2010
2010
2011
2017
2021
2023
2019
2021
2019
2006
2021
2015
2013
2013
2021
2022
2005
2005
2010
2010
2020
2022
2022
2001
2017
1998
2014
2004
2005
1995
2008
2009
1997
2020
2006
2006
1986
2000
2000
2018
2009
2003
2021
2009
2009
2007
2016
2009
1988
2005
2001
2015
2008
2008
2001
1999
1985
1996
1990
1987
2022
2018
2005
2008
1973
1990
1996
2008
1988
2017
2002
2019
2004
1998
1996
2015
2017
2022
2001
1998
2017
2002
2023
2000
2016
2016
2000
2017
2008
2001
2003
2019
2011
1987
2016
1983
2020
1900
1999
2013
1999
2018
2005
2011
2009
2011
1982
1973
1988
1999
1964
1971
2016
2001
1997
1999
1997
1987
1986
1984
2012
2014
2005
2017
2001
2004
2016
2007
1998
2014
2015
2005
2012
2018
1987
1989
1990
2006
2001
2001
2008
790 N Plum Grove Road
7770 Burr Street
9410 E Thunderbird Road
1651 Dickson Avenue
3850 Lampson Avenue
805 4th Avenue N
11039 17th Avenue
21111 Arrington Drive
64 - 70 Westerham Road
43 W McKinsey Road
7200 Silverheel Street
46471 Hayes Road
1011 E Pecan Grove Road
3701 N Loy Lake Road
5 Meridian Way
Frognal Avenue
2201 Colston Drive
190 Tierra Rejada Road
5300 E Los Angeles Avenue
3110 Royal Avenue
1270 Warwick Road
1270 Warwick Road
1 Worcester Way
Warwick Road
Old Bath Road
800 Oregon Street
91 Napa Road
706 Kentucky Avenue
11289 Oakmond Road
42 Belle Vue Road
101 Watermere Drive
3117 E Chaser Lane
1110 E Westview Court
1616 E 30th Avenue
5000 Arkanshire Circle
2601 Montvale Drive
2900 S Jefferson
1470 Rue Roberval
3330 Ehlmann Road
78c McKenney Avenue
1507 Glastonbury Drive
1255 Pasadena Avenue S
2305 Lingleville Highway
1340 - 1354 Main Street
1 Dairyground Road
6725 Inglewood
15100 Howe Road
19205 Pearl Road
2625 SE Cove Road
4610 Coldwater Canyon Avenue
7 Canal Road
1221 Seventh Street
744 Brooks Street
4015 2nd Avenue
267 Grand Cypress Road
41 Springfield Avenue
13810 W Sandridge Drive
Bagshot Road
1039 E El Camino Real
581 E Fremont Avenue
16028 83rd Avenue
123 Westmead Road
134 Jockey Road
4315 Johns Creek Parkway
4276 Kroger Drive
Sway Place
301 Macoun Drive
1440 Somonauk Street
4120 King Road
6715 Buckley Road
8201 6th Avenue
73 East Avenue
200 Trade Street
512 Oak Street
8015 W Adams Avenue
5415 Cowhorn Creek Road
1490 Killingsworth Way
7950 Bay Branch Drive
8001 Red Buckeye Drive
1587 Old Freehold Road
300 Fries Road
285 Crestmount Avenue
1931 SW Arvonia Place
25 Centennial Park Road
1055 and 1057 Don Mills Road
8 the Donway E
4251 Dundas Street W
10 William Morgan Drive
123 Spadina Road
25535 Hawthorne Boulevard
3950 Sumac Drive
59 Harris Road
1 Rivervue Place
5660 N Kolb Road
2001 W Rudasill Road
8887 S Lewis Avenue
9524 E 71st Street
7902 S Mingo Road E
701 W 71st Street S
7401 Riverside Drive
10802 E 81st Street
3791 Crowell Road
1106 E Northline Road
3092 Kendal Lane
5550 Old Jacksonville Highway
506 Rice Road
2419 N Euclid Avenue
1133 Black Rock Road
500 Village Drive
8525 Urbandale Avenue
1 Patriot Circle
799 Yellowstone Drive
350 Locust Drive
2261 Tuolumne
10011 NE 118th Avenue
201 NW 78th Street
5500 NE 82nd Avenue
415 SE 177th Avenue
Vancouver, WA
Vancouver, BC
Vandalia, IL
Vankleek Hill, ON
Vaudreuil, QC
Venice, FL
Venice, FL
Vernon, BC
Vero Beach, FL
Victoria, BC
Victoria, BC
Victoria, BC
Virginia Water, UK
Visalia, CA
Voorhees, NJ
Waco, TX
Wall, NJ
Walla Walla, WA
Walnut Creek, CA
Walnut Creek, CA
Walnut Creek, CA
Walnut Creek, CA
Wandsworth, UK
Warner Robins, GA
Warsaw, NY
Washington, DC
Washington Court House, OH
Watchung, NJ
Waterford, MI
Waterville, OH
Waukee, IA
Waxahachie, TX
Wayland, MA
Weatherford, TX
Webster Groves, MO
Wellesley, MA
Wentzville, MO
West Babylon, NY
West Bloomfield, MI
West Chester Township, OH
West Hills, CA
West Kelowna, BC
West Seneca, NY
West Seneca, NY
West Vancouver, BC
Westbourne, UK
Westerville, OH
Westerville, OH
Westfield, MA
Westford, MA
Westworth Village, TX
Weymouth, MA
Weymouth, UK
Wheatfield, NY
White Marsh, MD
White Oak, MD
Whitesboro, NY
Wichita, KS
Wichita, KS
Wichita, KS
Willoughby, OH
Wilmington, DE
Wilmington, NC
Wilmington, NC
Wilmington, NC
Wimbledon, UK
Winchester, UK
Winnipeg, MB
Winnipeg, MB
Woking, UK
Wolverhampton, UK
Woodland Hills, CA
Wooster, OH
Wyoming, MI
Yakima, WA
Yonkers, NY
Yorkton, SK
Zionsville, IN
Zionsville, IN
—
—
—
—
6,794
—
—
—
—
5,272
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8,589
8,812
14,830
—
—
20,207
—
—
—
—
—
—
—
—
11,639
—
—
—
11,514
—
—
26,019
—
—
—
22,557
10,314
—
—
—
13,582
—
—
—
2,388
—
—
1,477
7,282
800
389
1,852
13,646
1,150
3,911
2,930
2,856
3,681
2,476
7,106
868
3,700
1,383
1,650
1,414
3,700
10,320
7,167
4,243
—
4,277
2,148
4,021
228
1,920
988
2,574
1,870
650
1,207
660
1,790
4,690
2,489
3,960
1,040
2,319
2,600
3,739
1,432
1,323
7,059
5,441
1,257
1,908
3,406
1,440
2,060
7,688
2,591
1,357
—
2,304
1,630
1,400
630
900
1,309
1,040
1,538
6,427
7,974
—
6,009
1,276
1,317
—
—
3,400
1,560
3,373
1,104
3,962
463
1,610
2,162
22,773
6,572
5,334
2,960
14,214
102,226
10,674
43,983
40,070
18,038
15,774
15,379
29,937
16,855
24,312
11,020
25,350
2,399
12,467
100,890
107,732
—
—
57,330
8,452
68,700
2,408
24,880
13,206
44,647
31,878
5,763
27,462
5,261
15,425
77,462
34,358
47,085
12,300
47,857
7,521
32,443
6,684
7,547
28,155
41,420
9,550
29,363
29,114
32,607
31,296
71,023
16,551
9,601
—
24,768
12,001
11,000
19,747
10,134
10,540
23,338
28,202
35,832
93,012
—
29,405
21,732
15,609
—
—
20,478
22,555
25,319
10,707
50,107
8,760
22,400
33,238
862
2,880
353
648
2,578
359
661
4,590
27,617
2,046
1,939
2,343
6,808
2,967
3,499
679
4,443
135
3,796
23,303
12,962
—
72,363
956
832
—
412
5,227
1,788
1,372
2,009
906
2,485
919
3,143
1,711
2,184
3,157
991
1,562
2,130
3,386
1,298
761
8,294
8,127
416
106
2,222
974
164
—
1,826
1,090
10,251
3,483
1,219
710
1,194
486
753
2,864
499
960
9,051
25,531
2,938
3,208
3,465
16,268
13,466
1,774
2,093
2,591
618
3,572
1,047
2,153
252
1,477
7,552
832
412
1,932
13,692
1,150
4,020
2,930
3,025
3,886
2,626
5,579
911
3,873
1,416
1,731
1,415
3,826
10,469
7,224
4,243
23,166
4,277
2,148
4,021
230
2,210
1,022
2,609
1,903
650
1,364
660
1,846
4,690
2,489
4,062
1,103
2,319
2,658
3,833
1,835
1,434
7,444
5,610
1,257
1,908
3,406
1,468
2,060
7,688
2,676
1,462
10,251
2,463
1,840
1,400
630
900
1,332
1,326
1,550
6,427
7,974
7,684
6,206
1,607
1,401
2,988
3,033
3,456
1,560
3,380
1,195
4,074
487
1,610
2,162
23,635
9,182
5,655
3,585
16,712
102,539
11,335
48,464
67,687
19,915
17,508
17,572
38,272
19,779
27,638
11,666
29,712
2,533
16,137
124,044
120,637
—
49,197
58,286
9,284
68,700
2,818
29,817
14,960
45,984
33,854
6,669
29,790
6,180
18,512
79,173
36,542
50,140
13,228
49,419
9,593
35,735
7,579
8,197
36,064
49,378
9,966
29,469
31,336
33,553
31,460
71,023
18,292
10,586
—
28,092
13,010
11,710
20,941
10,620
11,270
25,916
28,689
36,792
102,063
17,847
32,146
24,609
18,990
13,280
10,433
22,196
24,648
27,903
11,234
53,567
9,783
24,553
33,490
1,882
6,134
1,037
1,438
5,034
12,857
4,228
5,540
33,300
7,421
6,749
4,602
17,618
2,814
8,505
1,560
9,709
592
6,969
34,763
10,986
—
5,475
307
1,367
19,672
337
9,335
2,026
5,602
9,873
2,633
10,880
2,494
7,141
21,688
483
16,458
4,668
6,100
4,346
3,881
1,944
1,860
11,833
17,974
952
915
442
8,650
7,493
342
4,912
1,315
—
9,738
2,806
7,300
6,173
3,498
2,367
9,161
4,117
210
1,341
4,121
11,633
8,011
5,546
2,373
4,332
8,138
2,758
4,322
1,589
17,995
3,208
8,261
2,880
2022
2015
2021
2013
2015
2021
2008
2022
2007
2013
2013
2015
2012
2021
2012
2021
2011
2021
2013
2016
2022
2022
2017
2023
2022
2013
2021
2011
2021
2020
2012
2007
2013
2006
2011
2015
2023
2013
2013
2020
2013
2022
2019
2019
2013
2013
2022
2023
2023
2015
2014
2021
2014
2022
2021
2013
2019
2006
2012
2011
2019
2013
2021
2023
2023
2015
2012
2013
2015
2016
2013
2013
2022
2021
2021
2013
2013
2010
2021
2015
1974
2003
1987
1975
2019
2009
2018
2003
1974
1988
1990
2002
1987
2013
1997
2003
1987
1998
1988
1991
1900
2020
2023
2019
2004
1995
2000
1999
2018
2007
2008
1997
2007
2012
2012
2019
2003
2000
2019
2002
2005
2000
2007
1987
2006
2013
2012
2013
2013
2014
2023
2013
2008
1900
2002
2015
1997
2009
2012
2016
2004
1991
2017
2016
2016
2010
1988
1999
2017
2008
2005
2014
1999
1988
2005
2001
2009
2018
5300 NE 82nd Avenue
2803 W 41st Avenue
1607 W Fillmore Street
48 Wall Street
333 Rue Querbes
19600 Floridian Club Drive
1600 Center Road
1800 58th Avenue
7955 16th Manor
3000 Shelbourne Street
3051 Shelbourne Street
3965 Shelbourne Street
Christ Church Road
4119 W Walnut Avenue
311 Route 73
3209 Village Green Driver
2021 Highway 35
1400 Dalles Military Road
2175 Ygnacio Valley Road
1580 Geary Road
1700 Tice Valley Boulevard
1700 Tice Valley Boulevard
94 N Side Wandsworth Common
91 Bass Road
5378 Conable Way
5111 Connecticut Avenue NW
500 Glenn Avenue
680 Mountain Boulevard
900 N Cass Lake Road
1470 Pray Boulevard
1650 SE Holiday Crest Circle
1329 Brown Street
285 Commonwealth Road
1818 Martin Drive
45 E Lockwood Avenue
23 & 27 Washington Street
110 Perry Cate Boulevard
580 Montauk Highway
7005 Pontiac Trail
7129 Gilmore Road
9012 Topanga Canyon Road
2505 Ingram Road
1187 Orchard Park Drive
2341 Union Road
2095 Marine Drive
16-18 Poole Road
865 Maxtown Road
730 N Spring Road
551 North Road
108 Littleton Road
25 Leonard Trail
1435 Main Street
Cross Road
3979 Forest Park Way
8110 Perry Hall Boulevard
11621 New Hampshire Avenue
4770 Middle Settlement Road
505 N Maize Road
2050 N Webb Road
10600 E 13th Street N
35100 Chardon Road
2215 Shipley Street
1402 Hospital Plaza Drive
7220 Myrtle Grove Road
630 Carolina Bay Drive
6 Victoria Drive
Stockbridge Road
3161 Grant Avenue
125 Portsmouth Boulevard
12 Streets Heath, W End
73 Wergs Road
20461 Ventura Boulevard
939 Portage Road
2380 Aurora Pond Drive SW
620 N 34th Avenue
65 Crisfield Street
94 Russell Drive
11755 N Michigan Road
6800 Central Boulevard
Seniors Housing Operating Total
$
1,760,778
$
2,296,482
$
20,037,488
$
4,923,531
$
2,620,060
$
24,637,441
$
5,754,186
127
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2023
(Dollars in thousands)
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
Description
Encumbrances
Land & Land
Improvements
Building &
Improvements
Cost Capitalized
Subsequent to
Acquisition
Land & Land
Improvements
Building &
Improvements
Accumulated
(1)
Depreciation
Year Acquired
Year Built
Address
Triple-net:
Abilene, TX
Abilene, TX
Agawam, MA
Akron, OH
Akron, OH
Alexandria, VA
Alhambra, CA
Allen Park, MI
Allentown, PA
Allentown, PA
Alma, MI
Amarillo, TX
Ann Arbor, MI
Annandale, VA
Arlington, VA
Asheboro, NC
Asheville, NC
Asheville, NC
Atchison, KS
Austin, TX
Avon, IN
Avon, CT
Azusa, CA
Bad Axe, MI
Baldwin City, KS
Ballymena, UK
Ballymena, UK
Baltimore, MD
Baltimore, MD
Banbridge, UK
Barberton, OH
Bartlesville, OK
Bay City, MI
Bedford, PA
Belfast, UK
Belfast, UK
Belfast, UK
Belfast, UK
Belmont, CA
Belvidere, NJ
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
950
990
880
633
—
2,452
600
1,767
494
1,491
1,267
1,273
2,172
1,687
4,016
290
204
280
140
1,691
900
2,132
570
1,317
190
487
550
4,306
3,069
1,053
1,307
100
633
637
1,066
145
816
777
3,000
2,001
$
20,987
8,187
13,942
3,002
—
6,826
6,305
5,025
11,845
4,822
6,543
11,705
11,123
18,974
8,801
5,032
3,489
1,955
5,610
5,005
19,444
7,624
3,141
5,972
4,810
8,503
5,465
4,303
3,148
7,110
9,310
1,380
2,619
4,432
6,401
6,561
4,957
20,072
23,526
26,191
$
11,833
1,232
—
—
6,206
—
8,971
—
—
—
—
—
—
—
—
454
30
796
24
—
—
—
7,933
—
58
—
—
—
—
—
—
—
—
—
—
—
—
—
2,138
117
$
950
990
880
633
991
2,452
600
1,767
494
1,491
1,267
1,273
2,172
1,687
4,016
290
204
280
140
1,691
900
2,132
570
1,317
190
487
550
4,306
3,069
1,053
1,307
100
633
637
1,066
145
816
777
3,000
2,001
$
32,820
9,419
13,942
3,002
5,215
6,826
15,276
5,025
11,845
4,822
6,543
11,705
11,123
18,974
8,801
5,486
3,519
2,751
5,634
5,005
19,444
7,624
11,074
5,972
4,868
8,503
5,465
4,303
3,148
7,110
9,310
1,380
2,619
4,432
6,401
6,561
4,957
20,072
25,664
26,308
6,884
2,318
9,534
460
40
1,011
4,031
753
1,731
740
888
1,488
1,755
2,713
1,284
2,777
2,260
1,324
1,272
974
5,154
1,362
4,918
908
1,129
256
185
687
535
271
1,350
989
434
761
254
177
196
571
10,098
4,160
2014
2014
2002
2018
2021
2018
2011
2018
2018
2018
2020
2022
2018
2018
2018
2003
1999
2003
2015
2018
2014
2018
1998
2020
2015
2023
2023
2018
2018
2023
2018
1996
2018
2018
2023
2023
2023
2023
2011
2019
1998
1985
1993
1999
2016
1964
1923
1960
1995
1988
2009
2015
1997
2002
1976
1998
1999
1992
2001
2000
2013
2000
1953
2010
2000
2000
2023
1978
1996
2013
1979
1995
1968
1965
2015
2020
2010
2021
1971
2009
6565 Central Park Boulevard
1250 E N 10th Street
1200 Suffield Street
171 N Cleveland Massillon Road
3522 Commercial Drive
1510 Collingwood Road
1118 N Stoneman Avenue
9150 Allen Road
5151 Hamilton Boulevard
1265 Cedar Crest Boulevard
1320 Pine Avenue
1610 Research Street
4701 E Huron River Drive
7104 Braddock Road
550 S Carlin Springs Road
514 Vision Drive
4 Walden Ridge Drive
308 Overlook Road
1301 N 4th Street
11630 Four Iron Drive
10307 E County Road 100 N
100 Fisher Drive
125 W Sierra Madre Avenue
150 Meadow Lane
321 Crimson Avenue
28 Broughshane Road
28 Broughshane Road
6600 Ridge Road
4669 Falls Road
23 Bannview Road
85 Third Street
5420 SE Adams Boulevard
800 Mulholland Street
136 Donahoe Manor Road
420 Crumlin Road
420 Crumlin Road
250 Ballygomartin Road
375 N Queen Street
1301 Ralston Avenue
1 Brookfield Court
(Dollars in thousands)
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
Description
Encumbrances
Land & Land
Improvements
Building &
Improvements
Cost Capitalized
Subsequent to
Acquisition
Land & Land
Improvements
Building &
Improvements
Accumulated
(1)
Depreciation
Year Acquired
Year Built
Address
Triple-net:
Benbrook, TX
Berkeley, CA
Bethel Park, PA
Bethel Park, PA
Bethesda, MD
Bethlehem, PA
Bethlehem, PA
Beverly Hills, CA
Bexleyheath, UK
Bingham Farms, MI
Birmingham, UK
Birmingham, UK
Birmingham, UK
Birmingham, UK
Blaine, MN
Bloomington, IN
Boca Raton, FL
Boca Raton, FL
Boulder, CO
Bournemouth, UK
Boynton Beach, FL
Boynton Beach, FL
Bracknell, UK
Bradenton, FL
Bradenton, FL
Bradenton, FL
Bradenton, FL
Braintree, UK
Brandon, FL
Brandon, FL
Brecksville, OH
Brick, NJ
Bridgewater, NJ
Bristol, UK
Bristol, UK
Brooks, AB
Brooksville, FL
Brooksville, FL
Bucyrus, OH
Burleson, TX
Burlington, NC
Burlington, NC
Burnaby, BC
Calgary, AB
Calgary, AB
Callaway, FL
Camp Hill, PA
Canonsburg, PA
Canton, OH
Canton, MI
Cape Coral, FL
Cape Coral, FL
—
10,853
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,550
3,050
1,700
1,008
2,218
1,191
1,143
6,000
3,750
781
—
—
—
—
—
670
2,200
2,826
3,601
2,488
2,138
2,804
4,078
252
2,562
1,551
507
—
2,378
2,186
990
1,290
1,800
—
—
376
2,281
1,943
1,119
670
280
460
7,623
2,341
4,569
1,464
517
911
300
1,399
530
1,802
13,553
32,677
16,007
6,740
6,869
16,887
13,588
13,385
10,807
15,671
—
—
—
—
—
17,423
4,974
4,061
21,364
17,248
10,201
14,222
11,065
3,298
19,717
13,517
4,424
13,296
17,414
16,256
19,353
25,247
31,810
—
—
4,951
18,506
14,550
2,611
13,985
4,297
5,467
13,844
42,768
70,199
10,637
3,596
4,828
2,098
16,966
3,281
14,467
2,825
5,172
19
—
—
—
—
203
480
—
21,364
11,640
17,043
10,864
11,764
—
—
—
—
—
—
—
—
—
—
—
—
438
—
—
614
1,464
1,849
21,337
14,694
267
—
—
—
2,843
849
110
1,047
2,245
3,617
—
—
—
181
—
35
—
1,550
3,050
1,700
1,008
2,218
1,191
1,143
6,000
3,874
781
1,644
1,223
1,701
1,510
1,780
670
2,200
2,826
3,601
2,488
2,138
2,804
4,078
252
2,562
1,551
507
—
2,378
2,186
990
1,290
1,800
4,087
2,180
394
2,281
1,943
1,119
670
280
460
7,991
2,454
4,789
1,464
517
911
300
1,399
530
1,802
16,378
37,849
16,026
6,740
6,869
16,887
13,588
13,588
11,163
15,671
19,720
10,417
15,342
9,354
9,984
17,423
4,974
4,061
21,364
17,248
10,201
14,222
11,065
3,298
19,717
13,517
4,424
13,734
17,414
16,256
19,967
26,711
33,659
17,250
12,514
5,200
18,506
14,550
2,611
16,828
5,146
5,577
14,523
44,900
73,596
10,637
3,596
4,828
2,279
16,966
3,316
14,467
4,936
10,428
6,316
1,047
983
2,350
1,902
3,151
2,691
2,261
4,402
2,343
3,475
2,151
59
4,130
935
683
3,298
2,259
1,611
2,051
1,859
2,375
126
86
28
3,380
112
103
5,021
8,944
11,260
4,169
1,862
1,299
116
92
463
5,301
2,646
2,926
3,661
10,891
17,735
68
537
786
1,363
2,441
1,863
92
2011
2016
2007
2018
2018
2018
2018
2014
2014
2018
2015
2015
2015
2015
2021
2015
2018
2018
2018
2019
2018
2018
2014
1996
2023
2023
2023
2014
2023
2023
2014
2011
2011
2015
2017
2014
2023
2023
2018
2011
2003
2003
2014
2014
2014
2023
2018
2018
1998
2018
2002
2023
1984
1966
2009
1986
1974
1979
1982
2000
1996
1999
2010
1997
2010
2010
2016
2015
1994
1984
1990
2017
1991
1984
2017
1995
2000
1996
1996
2009
1997
1991
2011
2000
2001
2017
2019
2000
1997
1982
1976
1988
2000
1997
2006
1971
2001
1981
1970
1986
1998
2005
2000
1987
4242 Bryant Irvin Road
2235 Sacramento Street
5785 Baptist Road
60 Highland Road
6530 Democracy Boulevard
2021 Westgate Drive
2029 Westgate Drive
220 N Clark Drive
35 West Street
24005 W 13 Mile Road
Braymoor Road, Tile Cross
122 Tile Cross Road, Garretts Green
Clinton Street, Winson Green
Clinton Street, Winson Green
11748 Ulysses Lane NE
363 S Fieldstone Boulevard
7225 Boca Del Mar Drive
375 NW 51st Street
2800 Palo Parkway
Poole Lane
3600 Old Boynton Road
3001 S Congress Avenue
Crowthorne Road N
6101 Pointe W Boulevard
6305 Cortez Road W
105 15th Street E
105 15th Street E
Meadow Park Tortoiseshell Way
1465 Oakfield Drive
702 S Kings Avenue
8757 Brecksville Road
458 Jack Martin Boulevard
680 US-202/206 N
339 Badminton Road
Avon Valley Care Home, Tenniscourt Road
951 Cassils Road W
12170 Cortez Boulevard
1445 Howell Avenue
1170 W Mansfield Street
300 Huguley Boulevard
3619 S Mebane Street
3615 S Mebane Street
7195 Canada Way
1729-90th Avenue SW
500 Midpark Way SE
626 N Tyndall Parkway
1700 Market Street
113 W McMurray Road
1119 Perry Drive NW
7025 Lilley Road
911 Santa Barbara Boulevard
216 Santa Barbara Boulevard
Cape Coral, FL
Carlisle, PA
Carmel, IN
Carmel, IN
Carrollton, TX
Cary, NC
Castleton, IN
Cedar Rapids, IA
Centerville, OH
Chagrin Falls, OH
Chambersburg, PA
Chapel Hill, NC
Chatham, VA
Chattanooga, TN
Cherry Hill, NJ
Chester, VA
Chevy Chase, MD
Chickasha, OK
Chillicothe, OH
Cincinnati, OH
Citrus Heights, CA
Claremore, OK
Clarksville, TN
Clayton, NC
Clearwater, FL
Cleburne, TX
Clevedon, UK
Clifton, NJ
Cloquet, MN
Cobham, UK
Colorado Springs, CO
Colorado Springs, CO
Columbia, TN
Columbia, SC
Columbia Heights, MN
Concord, NC
Congleton, UK
Connor, UK
Connor, UK
Conroe, TX
Corby, UK
Costa Mesa, CA
Coventry, UK
Crawfordsville, IN
Crestview, FL
Cypress, TX
Dallastown, PA
Danville, VA
Danville, VA
Daphne, AL
Davenport, IA
Davenport, IA
Dayton, OH
Dearborn Heights, MI
Decatur, GA
Delray Beach, FL
Delray Beach, FL
Deltona, FL
Denver, CO
Derby, UK
Dowagiac, MI
Droitwich, UK
Dublin, OH
Dubuque, IA
Dunedin, FL
Dunedin, FL
Dunedin, FL
Dunmurry, UK
Durham, NC
Eagan, MN
East Brunswick, NJ
Eastbourne, UK
Easton, PA
Easton, PA
Easton, PA
Eden, NC
Edmond, OK
Edmond, OK
Elizabeth City, NC
Elk Grove Village, IL
Elk Grove Village, IL
Encinitas, CA
Englewood, FL
Escondido, CA
Everett, WA
Exton, PA
Fairfax, VA
Fairfax, VA
Fairhope, AL
Fall River, MA
Fanwood, NJ
Faribault, MN
Farmington, CT
Farnborough, UK
Fayetteville, PA
Fayetteville, NY
Findlay, OH
Fishersville, VA
Flint, MI
Florence, NJ
Floyd, VA
Forest City, NC
Fort Collins, CO
Fort Lauderdale, FL
Fort Myers, FL
Fort Myers, FL
Fort Myers, FL
Fort Myers, FL
Fort Pierce, FL
Fort Worth, TX
Fort Worth, TX
Fountain Valley, CA
Fredericksburg, VA
Fredericksburg, VA
Gahanna, OH
Gainesville, FL
Gainesville, FL
Galesburg, IL
Gardner, KS
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
14,910
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,802
978
1,700
2,222
2,010
1,500
920
596
920
832
1,373
354
320
2,085
1,416
1,320
4,515
85
1,145
912
5,207
155
330
520
1,149
1,113
2,838
3,881
340
9,808
4,280
1,730
341
1,699
825
550
2,036
512
331
1,440
1,228
2,050
—
720
2,139
2,145
1,377
410
240
2,880
566
910
1,188
1,197
1,413
1,158
2,125
2,095
3,222
—
825
—
1,393
568
1,883
1,151
445
1,014
1,476
2,260
1,380
4,071
1,109
1,430
1,620
390
1,810
1,650
200
1,344
3,733
1,460
1,832
1,520
1,400
3,600
1,827
4,099
570
620
2,850
780
1,693
2,036
2,150
410
200
788
1,271
300
680
320
3,680
1,043
2,205
1,110
2,139
2,502
1,282
450
1,565
5,259
1,000
1,130
2,432
972
2,109
1,708
200
14,467
8,204
19,491
31,004
19,549
4,350
15,137
9,354
3,958
10,837
8,862
2,646
14,039
11,837
9,871
18,127
8,685
1,395
8,994
14,010
31,715
1,427
2,292
15,733
7,762
10,484
16,927
34,941
4,660
24,991
62,168
25,493
2,295
2,319
14,175
3,921
5,120
3,714
2,406
6,091
5,144
19,969
—
17,239
17,281
14,446
16,797
3,954
8,436
8,670
2,017
20,038
5,412
3,394
13,796
13,572
11,840
16,042
24,804
—
1,778
—
2,911
8,902
13,325
8,978
1,275
6,086
10,659
31,643
34,229
24,438
7,500
13,396
10,049
4,877
14,849
25,167
2,760
7,073
18,745
7,721
14,851
24,024
5,476
27,267
17,304
17,614
9,119
5,829
55,175
11,539
10,455
5,737
20,318
3,962
1,800
2,101
18,050
2,978
3,618
4,497
58,608
6,429
15,100
10,559
18,235
9,741
20,775
13,615
15,864
9,375
20,000
23,202
34,645
8,809
12,443
3,839
2,800
—
—
1
749
224
1,980
—
16
—
—
—
1,617
300
1,128
—
532
—
—
—
—
—
6,130
—
183
—
—
650
66
120
1,145
—
693
—
—
163
715
235
—
—
—
392
1,093
16,311
1,426
—
—
—
1,097
1,352
872
—
—
—
—
—
—
—
—
—
10,888
—
15,278
—
—
—
—
—
—
3,569
300
1,270
938
—
—
—
351
3,843
1,722
2,841
—
—
2,229
—
1,386
—
342
—
—
236
4,856
2,117
300
—
255
—
500
515
3
—
89
4
366
—
—
—
—
—
—
—
5,086
—
—
2,220
716
530
125
—
—
98
1,802
978
1,700
2,222
2,010
1,500
920
614
920
832
1,373
354
320
2,085
1,416
1,320
4,515
85
1,145
912
5,207
155
330
520
1,149
1,113
2,931
3,881
340
10,131
4,280
1,730
341
1,699
825
550
2,103
512
331
1,440
1,156
2,050
2,026
720
2,139
2,145
1,377
410
240
2,880
566
910
1,188
1,197
1,413
1,158
2,125
2,095
3,222
2,357
825
3,633
1,393
568
1,883
1,151
445
1,014
1,476
2,260
1,380
4,205
1,109
1,430
1,620
390
1,810
1,650
200
1,344
3,733
1,460
1,832
1,520
1,400
3,600
1,827
4,099
570
620
2,850
780
1,693
2,103
2,150
410
200
788
1,271
300
680
320
3,680
1,043
2,205
1,110
2,139
2,502
1,282
450
1,565
5,259
1,000
1,130
2,432
972
2,109
1,708
200
14,467
8,204
19,492
31,753
19,773
6,330
15,137
9,352
3,958
10,837
8,862
4,263
14,339
12,965
9,871
18,659
8,685
1,395
8,994
14,010
31,715
7,557
2,292
15,916
7,762
10,484
17,484
35,007
4,780
25,813
62,168
26,186
2,295
2,319
14,338
4,636
5,288
3,714
2,406
6,091
5,608
21,062
14,285
18,665
17,281
14,446
16,797
5,051
9,788
9,542
2,017
20,038
5,412
3,394
13,796
13,572
11,840
16,042
24,804
8,531
1,778
11,645
2,911
8,902
13,325
8,978
1,275
6,086
14,228
31,943
35,499
25,242
7,500
13,396
10,049
5,228
18,692
26,889
5,601
7,073
18,745
9,950
14,851
25,410
5,476
27,609
17,304
17,614
9,355
10,685
57,292
11,839
10,455
5,925
20,318
4,462
2,315
2,104
18,050
3,067
3,622
4,863
58,608
6,429
15,100
10,559
18,235
9,741
20,775
18,701
15,864
9,375
22,220
23,918
35,175
8,934
12,443
3,839
2,898
92
1,256
4,723
2,596
3,854
3,413
4,181
1,321
866
1,633
1,404
1,970
3,735
3,920
1,548
4,776
1,282
994
1,318
2,086
4,442
2,531
1,485
3,934
59
1,343
4,301
3,173
1,638
7,030
13,324
5,918
1,483
380
4,626
2,273
1,278
138
89
791
1,018
8,329
3,335
4,991
108
1,813
2,504
2,536
2,339
2,948
308
2,904
860
594
1,913
2,036
1,826
259
3,455
1,796
406
1,083
528
1,260
1,897
59
13
242
12,900
6,714
11,547
6,130
1,455
2,006
1,777
2,637
4,482
4,993
2,886
1,108
2,598
6,047
93
9,671
3,472
4,826
2,614
2,604
2,936
6,724
18,230
2,495
1,611
1,391
6,102
2,508
1,232
1,623
2,534
1,687
1,332
2,446
12,521
97
103
1,600
2,703
1,746
291
7,099
1,980
1,382
10,081
6,051
2,638
1,066
202
576
703
2023
2018
2015
2021
2014
1998
2014
2018
2018
2018
2018
2002
2014
2021
2018
2014
2018
1996
2018
2018
2018
1996
1998
2014
2023
2022
2014
2021
2011
2013
2015
2016
1999
2018
2011
2003
2014
2023
2023
2022
2017
2011
2015
2014
2023
2022
2018
2003
2014
2012
2018
2018
2018
2018
2018
2018
2018
2023
2018
2014
2020
2018
2018
2018
2018
2023
2023
2023
1997
2015
2011
2014
2018
2018
2018
2003
2014
2014
1998
2018
2018
2000
2023
2011
1999
2017
2018
2018
2012
1996
2011
2015
2018
2014
2015
2001
1997
2018
2018
2002
2018
2003
2015
2023
2023
2018
2018
2018
2023
2010
2022
2018
2005
2014
2021
2021
2023
2018
2015
1987
1987
2015
2018
2016
1996
2013
1965
1997
1999
1976
1997
2009
1999
1997
2009
1964
1996
1977
2000
1988
1996
1998
2013
1990
2015
1994
2021
2006
2013
2008
2016
1999
1968
2009
1997
1994
2000
2022
2013
1997
1965
2014
2013
2000
2015
1979
1998
1996
2001
1966
2008
1977
1964
1977
1998
1998
1983
1988
2015
2006
2020
2014
1971
1983
1982
1982
2005
1999
2004
1998
1999
2015
1981
2000
1998
1985
2017
1999
1995
1988
1988
1983
1987
1999
2018
1997
1990
1987
1973
1982
2003
1997
1980
1991
1997
1997
1998
1969
1999
1979
1999
2007
1986
1998
1999
1990
2000
1984
2011
2015
1988
1999
2010
2017
2000
1984
1964
2000
216 Santa Barbara Boulevard
940 Walnut Bottom Road
12315 Pennsylvania Street
13390 N Illinois Street
2645 E Trinity Mills Road
111 Macarthur
8405 Clearvista Lake
1940 1st Avenue NE
1001 E Alex Bell Road
8100 E Washington Street
1070 Stouffer Avenue
100 Lanark Road
100 Rorer Street
1148 Mountain Creek Road
2700 Chapel Avenue W
12001 Iron Bridge Road
8700 Jones Mill Road
801 Country Club Road
1058 Columbus Street
6870 Clough Pike
7807 Upland Way
1605 N Highway 88
2183 Memorial Drive
84 Johnson Estate Road
1980 Sunset Point Road
902 Walter P. Holliday Drive
18/19 Elton Road
782 Valley Road
705 Horizon Circle
Redhill Road
1605 Elm Creek View
2818 Grand Vista Circle
5011 Trotwood Avenue
2601 Forest Drive
3807 Hart Boulevard
2452 Rock Hill Church Road
Rood Hill
2-6 Carncome Road
2-6 Carncome Road
608 Conroe Medical Drive
25 Rockingham Road
350 W Bay Street
1 Glendale Way
517 Concord Road
500 Hospital Drive
17935 Longenbaugh Road
100 W Queen Street
149 Executive Court
508 Rison Street
27440 County Road 13
815 E Locust Street
3800 Commerce Boulevard
1974 N Fairfield Road
26001 Ford Road
2722 N Decatur Road
16150 Jog Road
16200 Jog Road
1851 Elkcam Boulevard
290 S Monaco Parkway
Rykneld Road
29601 Amerihost Drive
Former Spring Meadows Ph, Mulberry Tree Hill
4075 W Dublin-Granville Road
901 W Third Street
870 Patricia Avenue
1061 Virginia Street
1059 Virginia Street
299 Kingsway
4434 Ben Franklin Boulevard
3810 Alder Avenue
606 Cranbury Road
Carew Road
4100 Freemansburg Avenue
2600 Northampton Street
4100 Freemansburg Avenue
314 W Kings Highway
1225 Lakeshore Drive
2709 E Danforth Road
400 Hastings Lane
1940 Nerge Road Elk
1920 Nerge Road
335 Saxony Road
1111 Drury Lane
1500 Borden Road
2015 Lake Heights Drive
501 Thomas Jones Way
12469 Lee Jackson Memorial Highway
12475 Lee Jackson Memorial Highway
50 Spring Run Road
1748 Highland Avenue
295 South Avenue
828 1st Street NE
45 South Road
Bruntile Close, Reading Road
6375 Chambersburg Road
5125 Highbridge Street
725 Fox Run Road
83 Crossroad Lane
3011 N Center Road
901 Broad Street
237 Franklin Pike Road SE
493 Piney Ridge Road
4750 Pleasant Oak Drive
1615 Miami Road
3735 Evans Avenue
15950 McGregor Boulevard
1600 Matthew Drive
13881 Eagle Ridge Drive
611 S 13th Street
425 Alabama Avenue
3141 Dalhart Drive
11680 Warner Avenue
3500 Meekins Drive
140 Brimley Drive
5435 Morse Road
1415 Fort Clarke Boulevard
6700 NW 10th Place
280 E Losey Street
869 Juniper Terrace
Gardner, KS
Gastonia, NC
Gastonia, NC
Gastonia, NC
Geneva, IL
Georgetown, TX
Gig Harbor, WA
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Greenville, MI
Greenville, SC
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Hamilton, NJ
Hanford, UK
Harrisburg, PA
Harrow, UK
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Hatfield, UK
Haverhill, MA
Hemet, CA
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Hiawatha, KS
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Highlands Ranch, CO
Hillsboro, OH
Hinckley, UK
Hinsdale, IL
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Huntingdon Valley, PA
Huntsville, AL
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Jackson, NJ
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King of Prussia, PA
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Lakeway, TX
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Lancaster, OH
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Laureldale, PA
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Lee, MA
Leeds, UK
Leicester, UK
Lenoir, NC
Lethbridge, AB
Lexana, KS
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Libertyville, IL
Lichfield, UK
Lillington, NC
Lillington, NC
Livermore, CA
Livonia, MI
Longwood, FL
Los Angeles, CA
Louisburg, KS
Louisville, KY
Loxley, UK
Lutherville, MD
Lynchburg, VA
Lynchburg, VA
Lynnwood, WA
Manalapan, NJ
Manassas, VA
Mankato, MN
Marietta, OH
Marietta, GA
Marietta, PA
Marion, IN
Marion, IN
Marion, OH
Marlborough, UK
Martinsville, VA
Marysville, OH
Matthews, NC
Mchenry, IL
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—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
200
470
310
400
1,502
200
3,000
1,496
2,550
1,275
330
560
1,490
310
1,751
947
290
867
440
1,382
569
7,402
1,603
—
1,192
2,924
5,519
6,224
1,500
1,900
40
290
560
370
330
430
940
1,792
2,159
4,033
40
2,395
579
1,150
1,382
1,082
870
6,500
2,932
1,815
2,359
2,265
600
700
1,778
1,753
821
1,229
720
1,205
1,362
2,437
1,051
540
2,207
710
2,582
1,420
670
2,041
1,524
5,142
2,160
289
1,011
1,827
1,166
3,443
1,171
728
1,214
1,817
290
—
—
190
1,214
480
200
2,993
1,382
470
500
4,100
985
1,260
—
280
490
1,369
1,100
340
2,904
2,302
900
750
1,460
1,149
2,406
1,050
720
990
2,768
2,677
349
408
560
1,576
2,800
6,129
3,096
5,029
16,193
2,100
4,463
6,634
2,940
17,602
2,970
5,507
4,341
4,750
8,771
1,445
4,393
2,385
4,469
9,829
12,822
8,266
6,519
28,112
7,608
7,527
19,554
8,410
9,943
24,353
4,210
987
4,443
2,185
3,395
4,143
3,721
6,339
4,194
24,280
7,460
7,649
32,122
3,728
14,286
6,767
14,688
26,405
14,269
15,096
13,338
13,614
8,104
20,115
22,622
18,621
11,040
4,701
14,776
4,725
10,594
9,414
16,254
4,474
12,849
16,044
18,175
20,192
16,834
15,428
14,810
23,203
28,091
2,077
7,502
8,794
3,426
19,073
14,420
10,367
5,960
14,773
18,135
—
—
3,748
2,750
1,770
3,900
11,546
30,324
17,579
16,451
24,996
13,555
6,445
11,430
4,320
10,010
15,668
19,786
16,114
3,696
5,632
22,624
7,446
32,104
9,373
12,229
13,633
9,604
7,600
17,415
6,822
—
858
4,738
—
98
284
113
807
—
110
689
—
883
—
662
2,405
—
521
—
—
353
—
209
368
—
516
—
1,771
—
344
64
—
540
1,577
31
392
1,605
1,187
142
1,085
4,983
—
209
—
13
—
5,943
—
90
7
—
9,123
129
—
—
—
—
—
31
—
—
—
—
—
—
390
—
—
1,270
—
—
—
—
—
—
—
62
3,490
—
—
—
—
—
—
—
—
926
15,714
28,373
950
202
162
1,153
—
1,043
774
331
79
—
—
1,285
47
2,768
1,313
1,744
463
—
—
1,273
1,384
300
—
—
801
—
—
—
313
—
2,833
797
—
200
470
310
400
1,502
200
3,000
1,496
2,550
1,275
330
560
1,490
310
1,751
947
290
867
440
1,427
569
7,646
1,603
—
1,192
3,020
5,519
6,224
1,500
1,962
40
290
560
370
330
430
940
1,792
2,230
4,033
40
2,395
684
1,150
1,382
1,082
870
6,500
2,932
1,815
2,359
2,265
600
700
1,778
1,753
821
1,229
720
1,205
1,362
2,517
1,051
540
2,207
710
2,582
1,420
670
2,041
1,524
5,142
2,160
289
1,011
1,827
1,166
3,443
1,171
728
1,214
1,817
290
2,039
3,160
190
1,273
480
200
2,993
1,427
470
500
4,100
985
1,260
—
280
490
1,414
1,100
340
2,904
2,302
900
750
1,460
1,149
2,406
1,050
720
990
2,768
2,765
349
408
560
1,576
2,898
6,413
3,209
5,836
16,193
2,210
5,152
6,634
3,823
17,602
3,632
7,912
4,341
5,271
8,771
1,445
4,746
2,385
4,678
10,152
12,822
8,538
6,519
29,883
7,608
7,775
19,618
8,410
10,483
25,868
4,241
1,379
6,048
3,372
3,537
5,228
8,704
6,339
4,332
24,280
7,473
7,649
37,960
3,728
14,376
6,774
14,688
35,528
14,398
15,096
13,338
13,614
8,104
20,115
22,653
18,621
11,040
4,701
14,776
4,725
10,594
9,724
16,254
4,474
14,119
16,044
18,175
20,192
16,834
15,428
14,810
23,203
28,153
5,567
7,502
8,794
3,426
19,073
14,420
10,367
5,960
14,773
19,061
13,675
25,213
4,698
2,893
1,932
5,053
11,546
31,322
18,353
16,782
25,075
13,555
6,445
12,715
4,367
12,778
16,936
21,530
16,577
3,696
5,632
23,897
8,830
32,404
9,373
12,229
14,434
9,604
7,600
17,415
7,047
—
3,691
5,535
—
703
3,268
1,718
2,800
2,391
1,429
812
1,090
1,443
295
1,921
3,628
777
2,534
1,330
367
2,434
379
2,530
2,793
1,884
2,143
974
10,036
1,525
2,155
1,469
1,284
3,286
7,534
994
777
2,862
1,484
1,858
2,304
3,366
1,314
1,316
3,388
1,631
1,092
6,899
793
1,519
2,405
4,074
8,366
1,622
240
230
2,923
1,115
4,599
4,357
2,649
1,623
786
2,252
851
1,622
2,683
227
73
4,291
4,414
2,623
4,860
4,366
95
252
6,891
7,254
326
1,121
1,234
662
336
2,080
1,637
1,055
92
10,688
3,082
7,245
2,376
878
512
2,718
1,634
7,040
4,719
4,109
5,824
2,064
2,305
5,055
967
6,268
4,607
7,404
4,355
546
843
7,712
4,107
6,788
1,372
1,751
3,021
3,320
4,157
3,245
1,727
—
254
2,642
—
2015
2003
2003
2003
2018
1997
2018
2018
2012
2023
2003
2003
2020
2004
2018
2018
2003
2018
2001
2013
2018
2014
2020
2011
2018
2013
2021
2018
2011
2013
2015
2003
2003
2003
2003
2003
2002
2018
2013
2018
2015
2018
2017
2018
2021
2018
2014
2012
2021
2023
2023
2018
2018
2015
2017
2018
2018
2018
2018
2018
2018
2013
2023
2023
2021
2014
2018
2015
2015
2023
2023
2007
2014
2021
2018
2020
2018
2023
2018
2018
2018
2023
2002
2015
2012
2003
2014
2015
2002
2018
2015
2014
2014
2014
2018
2011
2008
2015
2005
2013
2011
2014
2018
2018
2011
2003
2015
2018
2018
2015
2014
2014
2018
2014
2003
2021
2003
2006
2000
1998
1994
1996
2000
1997
1990
2001
1996
1982
1996
1997
2016
1997
1966
1976
1998
1964
1998
2012
2000
2001
2002
1996
2000
2012
2018
1989
2006
2011
1996
1994
2000
1999
1994
1998
1999
1983
2013
1971
1996
1989
2016
1993
2001
1998
2014
2001
1999
1985
1966
1997
1973
2015
2015
2002
2000
1977
1995
1990
1968
2009
2006
2006
2001
2014
2012
2015
2014
2000
1999
2011
2010
1996
1966
2004
1997
1999
1980
1998
1980
1984
1998
2013
2010
1998
2003
1994
1997
1988
2012
2013
1999
1974
1999
2011
1971
1996
1978
2008
1988
2013
1978
1987
2001
1996
2006
1977
1980
1999
2012
1976
2004
1999
1900
1990
1998
1900
869 Juniper Terrace
1680 S New Hope Road
1717 Union Road
1750 Robinwood Road
2388 Bricher Road
2600 University Drive E
3309 45th Street Court NW
2s706 Park Boulevard
916 E Highway 377
803 Oak Street
5809 Old Oak Ridge Road
4400 Lawndale Drive
1515 Meijer Drive
23 Southpointe Drive
600 Sulphur Springs Road
601 Sulphur Springs Road
2715 Dickinson Avenue
21401 Mack Avenue
1645 Whitehorse-Mercerville Road
Bankhouse Road
2625 Ailanthus Lane
177 Preston Hill
1110 N East Street
3485 Davisville Road
779 W County Line Road
St Albans Road E
10 Residences Way
1717 W Stetson Avenue
4131 Andrew Jackson Parkway
165 Reculver Road
400 Kansas Avenue
2530 16th Street NE
1568 Skeet Club Road
1564 Skeet Club Road
201 Hartley Drive
1560 Skeet Club Road
9160 S University Boulevard
1141 Northview Drive
Tudor Road
600 W Ogden Avenue
410 Juniper Drive
940 Maple Avenue
2790 Elm Tree Hill
3430 Huntingdon Pike
4801 Whitesport Cir SW
400 S Independence Avenue
1635 N Arlington Avenue
2 Kathleen Drive
3455 San Pablo Road S
9355 San Jose Boulevard
4101 Southpoint Drive E
380 Wray Large Road
1008 Thompson Street
8900 Parallel Parkway
24802 Kingsland Boulevard
4301 Knowles Avenue
4580 E Galbraith Road
3313 Wilmington Pike
620 W Valley Forge Road
600 W Valley Forge Road
1225 Woodward Avenue
29 Broad Lane
1120 W Donegan Avenue
1092 W Donegan Avenue
8501 S Northshore Drive
2200 S Dixon Road
4524 Intelco Loop SE
329 Exempla Circle
2402 South Street
710 N Sun Drive
1010 Carpenters Way
2000 Medical Drive
7395 W Eastman Place
800 Becks Knob Road
100 Abbeyville Road
101 Devonshire Drive
300 Highland Avenue NE
9035 Bryan Dairy Road
2125 Elizabeth Avenue
100 Tuck Court
900 Tuck Street
2333 N Brentwood Circle
600 & 620 Laurel Street
100 Grove Lane
307 London Road
1145 Powell Road NE
785 Columbia Boulevard W
8710 Caenen Lake Road
161 Young Drive
1500 S Milwaukee
Wissage Road
54 Red Mulberry Way
2041 NC-210 N
35 Fenton Street
32500 Seven Mile Road
425 S Ronald Reagan Boulevard
330 N Hayworth Avenue
202 Rogers Street
4604 Lowe Road
Loxley Road
515 Brightfield Road
189 Monica Boulevard
2200 Landover Place
3701 188th Street
445 Route 9 S
8341 Barrett Drive
100 Dublin Road
5001 State Route 60
4360 Johnson Ferry Place
2760 Maytown Road
614 W 14th Street
505 N Bradner Avenue
400 Barks Road W
The Common
Rolling Hills Road & US Highway 58
715 S Walnut Street
2404 Plantation Center Drive
5200 Block of Bull Valley Road
Mchenry, IL
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Pittsburgh, PA
Pittsburgh, PA
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Pittsburgh, PA
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Powell, OH
Prior Lake, MN
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Raleigh, NC
Raleigh, NC
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—
—
12,498
—
—
—
1,576
1,440
932
1,827
2,238
1,498
786
—
420
2,015
—
2,080
740
2,946
470
310
450
3,250
1,216
1,237
1,176
3,500
4,143
200
1,695
3,097
1,863
1,222
1,672
1,854
4,910
1,610
3,957
1,225
1,480
1,984
560
1,110
1,125
839
843
55
332
3,361
5,182
2,013
1,298
—
3,325
2,498
2,418
3,876
4,760
2,644
1,930
1,851
950
1,238
2,150
1,880
2,215
50
130
160
—
4,500
410
1,300
215
2,262
2,082
1,998
6,195
1,306
3,281
2,490
3,653
1,637
1,225
3,431
2,591
900
190
960
1,833
3,264
1,687
1,647
1,530
1,456
1,213
2,930
2,072
—
4,247
290
204
3,100
603
1,005
1,140
761
1,480
1,139
1,750
3,990
1,840
774
3,283
1,448
4,119
984
1,910
2,300
1,870
2,533
7,598
3,530
—
15,805
5,566
9,938
17,761
14,335
3,232
—
4,006
8,602
—
24,360
12,514
18,672
3,681
4,799
4,021
27,771
12,749
3,641
9,824
31,002
23,902
3,104
12,510
7,807
6,467
10,639
23,119
12,398
29,590
12,667
71,163
21,575
4,378
15,885
21,220
5,655
5,537
6,077
4,143
1,484
2,558
12,951
17,348
6,257
13,337
—
8,983
10,436
5,426
7,985
16,143
20,388
19,765
15,062
7,732
8,424
24,107
16,959
17,499
1,700
2,970
6,590
—
29,105
2,840
25,311
1,380
17,158
6,622
14,299
8,918
13,807
22,450
23,901
18,567
12,697
12,453
28,803
7,647
6,402
5,610
12,718
10,314
8,023
5,602
14,748
13,141
5,431
7,108
10,433
27,651
2,487
8,379
2,690
1,885
33,351
11,354
15,160
3,164
4,213
9,712
5,844
8,572
11,969
20,152
10,832
16,501
14,622
14,916
4,563
18,008
26,198
29,849
9,963
88,870
59,589
—
3,915
323
—
600
—
—
7,040
669
—
21,153
4,154
—
—
1,010
1,122
444
1,197
—
—
—
2,762
—
2,039
984
—
—
—
—
—
—
—
191
—
193
—
2,500
223
219
6
—
132
—
—
741
273
—
8,151
404
425
—
—
282
—
553
—
—
—
18
—
—
151
145
47
31,146
7,295
98
677
—
—
—
—
—
—
—
125
—
—
—
—
—
734
63
—
—
—
—
—
—
—
—
3,536
472
—
—
818
—
—
—
—
—
—
—
—
6,344
2,221
560
—
—
—
—
—
281
344
300
176
900
—
1,576
1,440
977
1,827
2,238
1,498
786
1,215
420
2,015
1,886
2,080
740
2,946
470
310
450
3,250
1,216
1,237
1,176
3,500
4,143
200
1,596
3,097
1,863
1,222
1,672
1,854
4,910
1,610
3,957
1,225
1,529
1,984
560
1,147
1,162
839
843
55
332
3,361
5,352
2,080
1,298
1,682
3,434
2,580
2,418
3,876
4,760
2,644
1,930
1,851
950
1,238
2,150
1,880
2,215
50
130
160
3,730
4,500
410
1,300
215
2,262
2,082
1,998
6,195
1,306
3,281
2,490
3,653
1,637
1,225
3,431
2,593
900
190
960
1,833
3,264
1,687
1,647
1,530
1,456
1,213
2,930
2,072
—
4,247
290
204
3,100
603
1,005
1,140
761
1,480
1,139
1,750
3,990
1,840
774
3,283
1,448
4,119
984
1,910
2,300
1,870
2,533
7,598
3,530
—
19,720
5,844
9,938
18,361
14,335
3,232
5,825
4,675
8,602
19,267
28,514
12,514
18,672
4,691
5,921
4,465
28,968
12,749
3,641
9,824
33,764
23,902
5,143
13,593
7,807
6,467
10,639
23,119
12,398
29,590
12,667
71,354
21,575
4,522
15,885
23,720
5,841
5,719
6,083
4,143
1,616
2,558
12,951
17,919
6,463
13,337
6,469
9,278
10,779
5,426
7,985
16,425
20,388
20,318
15,062
7,732
8,424
24,125
16,959
17,499
1,851
3,115
6,637
27,416
36,400
2,938
25,988
1,380
17,158
6,622
14,299
8,918
13,807
22,450
24,026
18,567
12,697
12,453
28,803
7,645
7,136
5,673
12,718
10,314
8,023
5,602
14,748
13,141
5,431
7,108
13,969
28,123
2,487
8,379
3,508
1,885
33,351
11,354
15,160
3,164
4,213
9,712
5,844
14,916
14,190
20,712
10,832
16,501
14,622
14,916
4,563
18,289
26,542
30,149
10,139
89,770
59,589
—
6,386
1,489
1,474
1,435
226
676
43
2,481
983
4,460
9,483
3,868
2,587
2,364
2,994
2,264
6,205
2,246
855
1,531
11,033
6,786
2,846
2,340
1,172
1,088
1,672
4,048
1,755
12,243
6,910
4,139
2,986
1,299
98
10,939
1,603
1,403
2,075
178
1,093
1,646
230
5,113
1,495
1,934
1,482
2,548
2,991
781
1,193
4,140
132
4,864
91
2,548
63
5,131
237
108
512
782
1,490
10,586
13,528
764
6,062
963
110
1,095
100
1,337
2,148
3,427
2,410
291
80
1,774
3,966
1,107
2,105
1,302
1,942
1,773
1,240
980
90
217
847
1,027
5,327
2,081
338
1,352
1,776
1,248
6,147
1,724
2,215
467
596
1,603
944
5,143
5,180
4,639
60
2,336
2,096
2,209
726
1,574
1,972
6,311
1,225
15,680
17,696
2006
2010
2014
2018
2021
2023
2018
2021
2001
2021
2015
2012
2014
2018
2003
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2015
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1999
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1995
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2014
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2015
2015
2015
2008
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2016
1996
2023
2018
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2018
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2018
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2018
2018
2018
2011
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2018
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2018
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1997
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1900
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1985
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1972
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1991
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2007
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1964
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1996
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2014
1999
1995
1988
2013
1998
1993
1987
2007
1994
2013
2007
2010
1990
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2010
1999
1998
2010
1995
1998
1985
2011
2014
1999
2014
2011
2011
1977
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2002
1990
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1990
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1990
2014
1974
1984
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2009
1988
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1996
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1991
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1989
1997
1990
1996
1987
1990
1999
1987
1996
2005
2000
1998
2006
1987
2012
1984
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1973
1978
1952
2017
1998
1996
1998
1997
2017
1998
1997
1962
1965
1986
1986
1998
1963
2016
1983
2019
1994
1988
1907
2018
2017
2003
2017
2017
2002
5200 Block of Bull Valley Road
240 Cedar Hill Drive
65 Valleyview Drive SW
8200 Mentor Hills Drive
6751 W Mequon Road
125 Alma Boulevard
450 Oak Ridge Boulevard
2961 W Spring Valley Pike
6701 Stonefield Road
13800 Bon Secours Drive
Tunbridge Grove, Kents Hill
500 Carlson Parkway
60257 Bodnar Boulevard
833 Sixteenth Avenue
918 Fitzgerald Street
919 Fitzgerald Street
1316 Patterson Avenue
319 Forsgate Drive
120 Wyngate Drive
885 Macbeth Drive
640 Bethlehem Pike
165 Changebridge Road
250 Marter Avenue
107 Bryan Street
Northampton Lane N
1180 Route 22
2378 S Lincoln Road
6125 Rattlesnake Hammock Road
1000 Lely Palms Drive
3601 Lakewood Boulevard
15 Burton Hills Boulevard
100 West Street
235 Gould Street
1023 S Cedar Road
90a Broadway
4927 Voorhees Road
200 E Village Road
Hempstalls Lane
Silverdale Road
12997 Nettles Drive
36 Mill Road
1701 Alameda Drive
105 N Hills Drive
991 Pondella Road
Cliftonville Road
Cliftonville Road
3240 Milwaukee Avenue
172a Nottingham Road
132 Coventry Road
172 Nottingham Road
9401 S Kostner Avenue
6300 W 95th Street
468 Perkins Street
1501 SE 24th Road
21250 W 151 Street
3865 Tampa Road
100 Weatherholt Drive
1215 Kingsley Avenue
250 E Center Street
9311 S Orange Blossom Trail
3920 Rosewood Way
1403 Laing Street
1520 Parker Avenue
2250 S Elm Street
12000 Lamar Avenue
6101 W 119th Street
14430 Metcalf Avenue
7600 Antioch Road
12807 E 86th Place N
5405 Babcock Street NE
11375 Prosperity Farms Road
3001 Palm Coast Parkway SE
74350 Country Club Drive
2895 Tampa Road
2851 Tampa Road
2960 Tampa Road
3825 Countryside Boulevard N
2600 Highlands Boulevard N
7880 W College Drive
7850 W College Drive
11860 SW Highway
6012 Magnolia Beach Road
601 N East Street
9205 Sprague Road
9055 W Sprague Road
550 Jessup Road
677 Hazen
10040 Hillview Road
207 Marshall Drive
10540 Fremont Pike
10542 Fremont Pike
1526 Lombard Street
611 Windmiller Drive
8911 Reisterstown Road
8909 Reisterstown Road
17 Regional Drive
1744 W High Street
10 Sterling Drive
1125 Perry Highway
505 Weyman Road
550 S Negley Avenue
5609 Fifth Avenue
1105 Perry Highway
1848 Greentree Road
100 Knoedler Road
150 Sunnyside Boulevard
3325 W Plano Parkway
2401 NE 2nd Street
Kingsmill Road
10718 Potomac Tennis Lane
10714 Potomac Tennis Lane
724 N Charlotte Street
3872 Attucks Drive
10351 Sawmill Parkway
4685 Park Nicollet Avenue
6901 Carslaw Court
4030 Cardinal at N Hills Street
5301 Creedmoor Road
Raleigh, NC
Raleigh, NC
Red Bank, NJ
Redondo Beach, CA
Reidsville, NC
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Richmond, IN
Richmond, VA
Richmond, VA
Roanoke, VA
Rock Hill, SC
Rockford, MI
Rockville Centre, NY
Romeoville, IL
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Ruston, LA
S Holland, IL
Safety Harbor, FL
Saint Cloud, FL
Salem, OR
Salisbury, NC
San Angelo, TX
San Angelo, TX
San Antonio, TX
San Diego, CA
San Juan Capistrano, CA
Sandusky, MI
Sarasota, FL
Sarasota, FL
Sarasota, FL
Sarasota, FL
Sarasota, FL
Sarasota, FL
Sarasota, FL
Sarasota, FL
Scranton, PA
Scranton, PA
Seminole, FL
Seminole, FL
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Sewell, NJ
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Silver Spring, MD
Silver Spring, MD
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Smithfield, NC
South Bend, IN
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Stafford, UK
Stamford, UK
Statesville, NC
Statesville, NC
Statesville, NC
Staunton, VA
Sterling Heights, MI
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Stillwater, OK
Stratford-upon-avon, UK
Stroudsburg, PA
Sunbury, PA
Sunnyvale, CA
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Tallahassee, FL
Tallahassee, FL
Tampa, FL
Tampa, FL
Tampa, FL
Telford, UK
Terre Haute, IN
Texarkana, TX
The Villages, FL
Thomasville, GA
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Three Rivers, MI
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Tomball, TX
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Towson, MD
Troy, MI
Troy, OH
Trumbull, CT
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tustin, CA
Twinsburg, OH
Union, KY
Union, SC
Valparaiso, IN
Valparaiso, IN
Vancouver, WA
Venice, FL
Venice, FL
Vero Beach, FL
Vero Beach, FL
Vero Beach, FL
Vero Beach, FL
Virginia Beach, VA
Virginia Beach, VA
Voorhees, NJ
Voorhees, NJ
Wabash, IN
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,580
7,092
1,050
—
170
1,468
700
3,261
1,046
748
1,825
2,386
4,290
1,895
2,140
1,900
710
1,423
2,058
2,200
450
370
260
1,050
1,499
—
1,390
967
475
443
4,101
1,370
2,792
2,437
1,941
1,824
440
320
1,165
2,654
484
3,127
80
1,469
4,678
880
1,393
1,357
290
360
670
1,462
1,162
1,135
1,518
1,860
2,649
990
2,100
2,007
1,820
150
310
140
899
790
1,583
80
790
340
695
4,946
1,020
2,522
1,264
1,800
2,529
1,315
2,630
1,500
988
1,370
192
1,035
530
3,425
1,255
2,581
1,050
3,466
310
1,715
3,100
4,527
1,381
200
4,440
1,390
1,100
890
840
1,446
—
1,932
112
108
2,503
2,246
2,087
263
297
1,256
3,580
1,540
2,004
3,100
2,193
671
16,837
142,300
21,275
9,557
3,830
12,975
14,222
17,974
8,233
4,483
7,676
13,546
20,310
—
24,679
10,262
9,790
8,907
16,100
16,050
5,171
5,697
8,800
24,689
12,658
22,003
6,942
6,738
3,175
8,892
11,204
4,082
11,173
13,982
16,193
7,088
17,609
12,144
8,975
14,171
4,663
14,090
1,400
10,392
11,679
16,420
19,842
6,539
5,680
8,216
17,770
6,437
7,456
9,387
16,027
23,613
11,699
9,475
33,019
8,231
3,238
1,447
6,183
3,627
6,391
10,784
15,634
1,400
14,508
16,313
7,244
22,123
13,735
8,573
9,652
14,009
22,064
6,911
14,085
20,765
10,672
18,016
1,403
7,446
12,520
19,573
2,760
12,751
13,300
23,311
3,690
13,111
6,465
3,126
24,445
2,000
43,384
7,110
27,007
4,391
15,299
5,919
—
2,372
2,558
2,962
28,393
10,094
15,529
3,187
3,263
11,204
31,735
22,593
19,634
25,950
6,990
14,588
—
—
1,560
857
1,473
—
393
—
—
5
190
—
1,581
—
100
400
—
—
—
—
—
390
449
1,404
—
1,845
1,542
—
—
—
—
—
—
—
—
—
712
115
—
—
1,122
—
2,506
—
—
139
—
260
844
444
—
—
—
—
—
4,684
—
—
100
—
167
377
868
89
6
—
—
33
504
174
—
—
6,159
—
55
—
—
—
—
—
—
—
97
—
1,347
12
—
—
1,003
151
81
—
—
—
—
4,254
7,269
1,275
2,278
—
659
—
33,927
—
—
50
—
—
—
25
—
187
4,732
519
—
26
—
—
2,580
7,092
1,050
—
170
1,468
700
3,261
1,046
748
1,825
2,386
4,290
1,895
2,140
1,962
710
1,423
2,058
2,200
449
370
260
1,050
1,499
—
1,390
967
475
443
4,101
1,370
2,792
2,437
1,941
1,824
440
320
1,165
2,654
484
3,127
80
1,469
4,678
880
1,393
1,402
290
360
670
1,462
1,162
1,135
1,518
1,860
2,649
990
2,100
2,007
1,880
150
310
140
899
790
1,583
80
816
340
695
4,946
1,020
2,522
1,264
1,800
2,529
1,315
2,630
1,500
988
1,370
192
1,035
530
3,425
1,255
2,581
1,050
3,466
310
1,715
3,100
4,527
1,381
200
4,440
1,390
1,100
890
840
1,446
2,242
1,932
112
108
2,503
2,246
2,087
263
297
1,256
3,580
1,540
2,004
3,100
2,193
670
16,837
142,300
22,835
10,414
5,303
12,975
14,615
17,974
8,233
4,488
7,866
13,546
21,891
—
24,779
10,600
9,790
8,907
16,100
16,050
5,172
6,087
9,249
26,093
12,658
23,848
8,484
6,738
3,175
8,892
11,204
4,082
11,173
13,982
16,193
7,088
18,321
12,259
8,975
14,171
5,785
14,090
3,906
10,392
11,679
16,559
19,842
6,754
6,524
8,660
17,770
6,437
7,456
9,387
16,027
28,297
11,699
9,475
33,119
8,231
3,345
1,824
7,051
3,716
6,397
10,784
15,634
1,433
14,986
16,487
7,244
22,123
19,894
8,573
9,707
14,009
22,064
6,911
14,085
20,765
10,672
18,016
1,500
7,446
13,867
19,585
2,760
12,751
14,303
23,462
3,771
13,111
6,465
3,126
24,445
6,254
50,653
8,385
29,285
4,391
15,958
5,919
31,685
2,372
2,558
3,012
28,393
10,094
15,529
3,212
3,263
11,391
36,467
23,112
19,634
25,976
6,990
14,589
5,312
2,276
7,379
9,998
2,642
1,936
3,475
2,548
1,249
1,846
1,173
1,616
7,521
—
5,232
3,083
3,566
1,359
247
99
3,314
3,133
4,474
6,455
1,868
9,052
5,014
854
2,286
1,448
2,657
620
1,646
243
100
59
4,558
3,105
1,415
239
3,027
2,364
1,002
1,533
1,837
5,857
2,895
1,591
3,100
2,105
4,751
104
110
1,371
2,736
8,118
1,728
3,726
6,932
1,624
840
952
3,309
1,941
2,243
1,603
2,359
1,003
3,364
4,686
1,034
3,144
5,659
1,245
1,186
91
132
1,185
249
111
746
4,577
978
2,227
3,864
2,054
538
221
4,635
4,128
957
1,932
911
556
3,446
2,983
14,610
3,302
5,739
1,631
5,819
965
3,456
540
1,506
1,730
3,968
1,585
99
1,854
1,906
1,366
3,296
5,775
1,521
8,294
1,142
4,040
2012
2017
2011
2011
2002
2018
2016
2018
2018
2018
2021
2020
2011
2006
2015
2013
2011
2018
2023
2023
1999
2003
2004
2014
2018
2008
2000
2020
1996
2018
2018
2018
2018
2023
2023
2023
2014
2014
2018
2023
1999
2018
1996
2018
2018
2010
2018
2014
2003
2014
2014
2023
2023
2018
2017
2011
2018
2014
2015
2014
2014
2003
2003
2003
2018
2018
2018
1995
2015
2014
2018
2018
2009
2018
2021
2023
2023
2018
2023
2023
2021
2015
1996
2013
2011
2019
2018
2023
2011
2019
2015
2018
2018
2018
2018
1997
2011
2010
2015
2017
2011
2018
2018
2018
2001
2001
2018
2018
2023
2001
2001
2021
2021
2014
2021
2011
2018
2014
1988
2023
1997
1957
1998
1999
2015
1990
1966
1997
1995
2014
2002
1900
1989
2010
1988
1997
1987
1995
1998
1997
1997
1999
2000
1992
2001
2008
1995
1998
1993
1968
1993
1994
1982
1982
2005
2013
1998
1995
1999
2010
1995
1995
1990
2005
1982
1997
1998
1999
2014
1989
1990
1984
2013
2001
1985
2013
1996
2016
1998
1990
1996
1999
1999
1996
2013
1995
2012
2011
1981
1990
2010
1984
1999
1992
1983
1999
1989
1982
2021
2015
1996
2014
2006
2021
1976
1985
2001
2006
2009
2000
1960
1970
2006
1997
2001
1998
2017
2009
1965
2014
2020
1981
1998
1999
2011
1997
1983
1999
1996
2007
2005
1993
2008
2013
2006
2013
7900 Creedmoor Road
320 Saint Albans Drive
One Hartford Drive
514 N Prospect Avenue
2931 Vance Street
410 Buckingham Road
400 Industries Road
1719 Bellevue Avenue
2125 Hilliard Road
4355 Pheasant Ridge Road
1611 Constitution Boulevard
6070 Northland Drive
260 Maple Avenue
Grand Haven Circle
2750 N Victoria Street
Horse Fair
1401 Ezelle Street
2045 E 170th Street
1410 Dr. M.L. King Jr. Street N
4641 Old Canoe Creek Road
1355 Boone Road SE
2201 Statesville Boulevard
2695 Valleyview Boulevard
6101 Grand Court Road
15290 Huebner Road
555 Washington Street
30311 Camino Capistrano
70 W Argyle Avenue
8450 McIntosh Road
5509 Swift Road
5401 Sawyer Road
3250 12th Street
5511 Swift Road
1507 S Tuttle Avenue
741 S Beneva Road
743 S Beneva Road
2741 Boulevard Avenue
2751 Boulevard Avenue
9300 Antilles Drive
9393 Park Boulevard
500 Seven Fields Boulevard
378 Fries Mill Road
3947 Kickapoo
2505 Musgrove Road
2501 Musgrove Road
1900 10th Street
3000 Windmill Road
200 London Road
830 Berkshire Road
250 Highway 210 W
52565 State Highway 933
650 Reed Canal Road
1820 Shore Drive S
7743 County Road 1
Botley Road, Park Gate
655 Main Street
6025 N Assembly Street
3089 Old Jacksonville Road
750 Mississippi River
Stone Road
Priory Road
2441 E Broad Street
2806 Peachtree Place
2814 Peachtree Road
1410 N Augusta Street
11095 E Fourteen Mile Road
38200 Schoenherr Road
1616 McElroy Road
Scholars Lane
370 Whitestone Corner Road
800 Court Street Circle
1150 Tilton Drive
1915 N 34th Street
5601 S Orchard Street
100 John Knox Road
1650 Phillips Road
3101 Ginger Drive
14950 Casey Road
518 W Fletcher Avenue
2916 Habana Way
Shifnal Road
395 8th Avenue
4204 Moores Lane
2450 Parr Drive
423 Covington Avenue
980 Warwick Avenue
517 S Erie Street
1550 Jess Parrish Court
1221 Graham Drive
1657 Silverton Road
120 W 8th Street
8101 Bellona Avenue
509 E Joppa Road
7001 N Charles Street
925 W South Boulevard
81 S Stanfield Road
6949 Main Street
7220 S Yale Avenue
18001 E 51st Street
7210 S Yale Avenue
240 E 3rd Street
8551 Darrow Road
9255 US-42
709 Rice Avenue
2601 Valparaiso Street
2501 Valparaiso Street
2811 NE 139th Street
1450 E Venice Avenue
1026 Albee Farm Road
420 4th Court
410 4th Court
4150 Indian River Boulevard
910 Regency Square
5520 Indian River Road
1853 Old Donation Parkway
113 S Route 73
1086 Dumont Circle
20 John Kissinger Drive
Wabash, IN
Waconia, MN
Wake Forest, NC
Wallingford, PA
Walnut Creek, CA
Walnut Creek, CA
Walsall, UK
Wamego, KS
Warren, NJ
Waterloo, IA
Wayne, NJ
Wellingborough, UK
West Bend, WI
West Des Moines, IA
West Milford, NJ
West Orange, NJ
West Palm Beach, FL
West Palm Beach, FL
West Palm Beach, FL
West Palm Beach, FL
West Palm Beach, FL
West Reading, PA
Westerville, OH
Westerville, OH
Westerville, OH
Westerville, OH
Westfield, IN
Westlake, OH
Weston Super Mare, UK
Wheaton, MD
Whippany, NJ
Whitehall, MI
Wichita, KS
Wichita, KS
Williamsburg, VA
Willoughby, OH
Wilmington, DE
Wilmington, DE
Wilmington, DE
Wilmington, NC
Wilmington, NC
Windsor, VA
Winston-salem, NC
Winter Garden, FL
Winter Garden, FL
Winter Springs, FL
Witherwack, UK
Wolverhampton, UK
Woodbury, MN
Woodstock, VA
Worcester, MA
Yardley, PA
Yardley, PA
York, PA
York, PA
York, PA
York, UK
Youngsville, NC
Zephyrhills, FL
Triple-net Total
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
671
890
200
1,356
4,358
5,394
—
40
2,000
605
1,427
1,480
620
828
1,960
1,347
1,175
1,921
2,746
1,787
1,366
890
740
—
1,420
1,582
891
855
2,517
3,864
1,571
1,645
860
260
1,187
1,774
1,376
2,843
2,266
210
400
1,148
360
1,110
3,238
1,152
944
1,573
1,317
594
3,500
773
1,561
976
1,050
1,121
2,961
380
2,131
14,588
14,726
3,003
6,487
18,407
39,084
—
2,510
30,810
3,030
15,674
5,724
17,790
5,103
24,614
19,389
8,294
5,731
17,977
14,378
17,908
12,118
8,287
—
5,371
10,279
15,964
11,963
7,054
3,788
14,977
6,789
8,873
2,240
5,728
8,653
13,450
36,948
9,500
2,991
15,355
6,514
2,514
7,937
21,486
14,822
6,915
6,678
20,935
5,108
54,099
14,914
9,439
9,354
4,210
7,584
8,266
10,689
6,669
—
4,495
2,625
—
—
—
10,067
61
1,605
—
—
237
38
—
327
—
—
—
—
—
—
—
6,657
26,121
—
—
—
—
315
—
—
—
—
137
6
—
—
—
—
56
592
7
595
—
—
—
258
272
298
5
—
—
—
—
—
—
369
175
—
670
890
200
1,356
4,358
5,394
1,223
40
2,000
605
1,427
1,529
620
828
1,960
1,347
1,175
1,921
2,746
1,787
1,366
890
740
2,566
1,420
1,582
890
855
2,600
3,864
1,571
1,645
860
260
1,187
1,774
1,376
2,843
2,266
210
400
1,148
360
1,110
3,238
1,152
975
1,625
1,317
594
3,500
773
1,561
976
1,050
1,121
3,058
380
2,131
14,589
19,221
5,628
6,487
18,407
39,084
8,844
2,571
32,415
3,030
15,674
5,912
17,828
5,103
24,941
19,389
8,294
5,731
17,977
14,378
17,908
12,118
14,944
23,555
5,371
10,279
15,965
11,963
7,286
3,788
14,977
6,789
8,873
2,377
5,734
8,653
13,450
36,948
9,500
3,047
15,947
6,521
3,109
7,937
21,486
14,822
7,142
6,898
21,233
5,113
54,099
14,914
9,439
9,354
4,210
7,584
8,538
10,864
6,669
4,040
6,103
2,932
1,080
2,683
5,417
2,103
604
10,484
488
2,904
1,564
5,677
831
4,000
3,365
1,328
886
287
92
96
1,672
11,311
2,554
825
1,605
4,365
1,798
2,012
604
2,263
1,021
3,125
568
2,118
1,322
1,992
5,260
1,445
1,912
4,118
2,379
1,622
2,568
340
2,171
1,974
1,922
4,116
1,623
20,008
2,310
1,740
1,408
750
1,220
2,103
2,796
1,128
2014
2011
1998
2018
2018
2018
2015
2015
2011
2018
2018
2015
2010
2018
2019
2018
2018
2018
2023
2023
2023
2018
1998
2017
2018
2018
2014
2018
2013
2018
2018
2020
2011
2015
2018
2018
2018
2018
2018
1999
2014
2018
2003
2012
2023
2018
2013
2013
2017
2018
2007
2018
2018
2018
2018
2018
2014
2014
2018
2013
2005
1999
1930
1997
1990
2015
1996
1999
1964
1998
2015
2011
2006
2000
1998
1996
1996
1988
1986
1993
1975
2001
2020
1982
1980
2013
1997
2011
1961
2000
2012
2012
1992
2000
1974
1998
1988
1984
1999
2012
1999
1996
2013
1984
1999
2009
2011
2015
2001
2009
1995
1990
1972
1983
1979
2006
2013
1987
20 John Kissinger Drive
500 Cherry Street
611 S Brooks Street
115 S Providence Road
1975 Tice Valley Boulevard
1226 Rossmoor Parkway
Little Aston Road
1607 4th Street
274 King George Road
201 W Ridgeway Avenue
800 Hamburg Turnpike
159 Northampton
2130 Continental Drive
5010 Grand Ridge Drive
197 Cahill Cross Road
510 Prospect Avenue
2330 Village Boulevard
2300 Village Boulevard
6414 13th Road S
5065 Wallis Road
2939 S Haverhill Road
425 Buttonwood Street
690 Cooper Road
702 Polaris Parkway
1060 Eastwind Drive
215 Huber Village Boulevard
937 E 186th Street
28400 Center Ridge Road
141b Milton Road
11901 Georgia Avenue
18 Eden Lane
6827 Whitehall Road
10604 E 13th Street N
900 N Bayshore Drive
1811 Jamestown Road
37603 Euclid Avenue
700 1/2 Foulk Road
5651 Limestone Road
700 Foulk Road
3501 Converse Drive
3828 Independence Boulevard
23352 Courthouse Highway
2980 Reynolda Road
720 Roper Road
15204 W Colonial Drive
1057 Willa Springs Drive
Whitchurch Road
378 Prestonwood Road
2195 Century Avenue S
803 S Main Street
101 Barry Road
493 Stony Hill Road
1480 Oxford Valley Road
200 Pauline Drive
2400 Kingston Court
1770 Barley Road
Rosetta Way, Boroughbridge Road
100 Sunset Drive
38220 Henry Drive
$
38,261
$
970,310
$
7,578,624
$
645,258
$
1,016,599
$
8,177,593
$
1,694,904
128
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2023
(Dollars in thousands)
Description
Encumbrances
Land & Land
Improvements
Building &
Improvements
Cost Capitalized
Subsequent to
Acquisition
Land & Land
Improvements
Building &
Improvements
Accumulated
(1)
Depreciation
Year Acquired
Year Built
Address
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
Outpatient Medical:
Addison, IL
Agawam, MA
Allen, TX
Alpharetta, GA
Alpharetta, GA
Alpharetta, GA
Alpharetta, GA
Alpharetta, GA
American Fork, UT
Ann Arbor, MI
Ann Arbor, MI
Anna, TX
Appleton, WI
Appleton, WI
Arcadia, CA
Arlington, TX
Arlington, TX
Arlington Heights, IL
Atlanta, GA
Atlanta, GA
Atlanta, GA
Austin, TX
Austin, TX
Baltimore, MD
Batavia, OH
Beaumont, CA
Beaumont, TX
Bellevue, NE
Bend, OR
Berkeley Heights, NJ
Beverly Hills, CA
Beverly Hills, CA
Beverly Hills, CA
Beverly Hills, CA
Beverly Hills, CA
Birmingham, AL
Birmingham, AL
(Dollars in thousands)
$
—
—
—
—
—
—
—
—
6,395
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
33,729
78,271
—
—
$
102
$
1,072
726
476
1,862
548
—
—
2,769
4,234
4,044
3,050
1,881
3,782
—
—
1,785
1,233
4,931
—
—
1,066
1,688
4,490
30
7,555
—
—
16,516
49,555
20,766
18,863
19,863
32,603
52,772
90
40
19,089
4,544
14,196
14,757
—
17,103
—
—
7,688
30,085
15,915
—
7,540
18,003
—
—
8,926
2,826
18,720
—
—
10,112
5,865
28,667
9,929
28,294
12,115
—
28,429
79,091
40,730
1,192
31,690
28,639
87,366
34,349
34,096
$
423
$
102
$
688
2,489
103
—
1,353
20,525
39,219
619
104
68
8
1,333
2,452
35,102
19,827
559
649
8,911
45,769
29,754
—
919
2,627
1,741
3,019
—
16,835
3,637
13,715
4,726
653
2,791
5,373
6,539
4,430
4,392
1,072
726
476
1,862
548
773
1,769
2,769
4,234
4,044
3,058
1,881
3,782
5,637
82
1,785
1,233
5,387
—
2,172
1,066
1,688
4,490
30
7,555
—
—
16,516
49,555
20,766
18,885
19,863
32,603
52,772
90
40
$
19,512
5,232
16,685
14,860
—
18,456
19,752
37,450
8,307
30,189
15,983
—
8,873
20,455
29,465
19,745
9,485
3,475
27,175
45,769
27,582
10,112
6,784
31,294
11,670
31,313
12,115
16,835
32,066
92,806
45,456
1,823
34,481
34,012
93,905
38,779
38,488
2,965
1,189
7,560
5,690
—
8,774
10,123
19,483
520
3,416
2,640
—
1,598
3,562
15,896
7,303
379
1,049
16,411
19,091
12,685
2,642
1,618
4,706
625
692
177
7,713
6,587
14,501
13,506
1,069
9,850
10,126
24,049
2,279
2,249
2018
2019
2012
2011
2011
2011
2011
2011
2023
2021
2021
2022
2019
2019
2006
2012
2023
2020
2006
2012
2012
2017
2019
2019
2023
2023
2022
2010
2019
2019
2015
2015
2015
2015
2015
2022
2022
2012
2005
2006
2003
1900
2007
1993
1999
2004
2016
2014
1900
2004
2005
1984
2012
2014
1997
1991
2006
1984
2017
2015
2014
2006
2009
2023
2010
2001
1978
1946
1955
1946
1950
1989
1994
1985
303 W Lake Street
230-232 Main Street
1105 N Central Expressway
11975 Morris Road
940 N Point Parkway
3300 Old Milton Parkway
3400-a Old Milton Parkway
3400-c Old Milton Parkway
1159 E 200 N
4350 Jackson Road
4200 Whitehall Drive
1029 W White Street
5320 W Michael Drive
2323 N Casaloma Drive
301 W Huntington Drive
902 W Randol Mill Road
3533 Matlock Road
1632 W Central Road
755 Mount Vernon Highway
5670 Peachtree-dunwoody Road
975 Johnson Ferry Road
5301-b Davis Lane
5301-a Davis Lane
1420 Key Highway
2055 Hospital Drive
81 S Highland Springs Avenue
3010 Harrison Avenue
2510 Bellevue Medical Center Drive
1501 NE Medical Center Drive
1 Diamond Hill Road
9675 Brighton Way
415 N Bedford
416 N Bedford
435 N Bedford
436 N Bedford
513 Brookwood Boulevard
2006 Brookwood Medical Center Drive
Description
Encumbrances
Land
Outpatient Medical:
Building &
Improvements
Cost Capitalized
Subsequent to
Acquisition
Land
Building &
Improvements
Accumulated
(1)
Depreciation
Year Acquired
Year Built
Address
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
Birmingham, AL
Birmingham, AL
Boca Raton, FL
Boca Raton, FL
Bridgeton, MO
Bridgeton, MO
Brooklyn, NY
Burleson, TX
Burnsville, MN
Canton, MI
Cape Coral, FL
Carmel, IN
Carmichael, CA
Cary, NC
Cedar Park, TX
Chapel Hill, NC
Chapel Hill, NC
Chapel Hill, NC
Chapel Hill, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Charlotte, NC
Cherry Hill, NJ
Chesapeake, VA
Chicopee, MA
Chula Vista, CA
Chula Vista, CA
Cincinnati, OH
Cincinnati, OH
Clarkson Valley, MO
Clear Lake, TX
Clinton, MI
Clyde, NC
College Station, TX
Columbia, MD
Columbia, MD
Columbia, MD
Columbia, MO
Columbia, MO
Columbia, MO
Coon Rapids, MN
Costa Mesa, CA
Dade City, FL
Dallas, TX
Dallas, TX
Danbury, CT
Danbury, CT
Danbury, CT
Decatur, GA
Decatur, GA
Decatur, GA
Decatur, GA
Decatur, GA
Decatur, GA
Deerfield Beach, FL
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
17,559
—
—
—
—
—
—
—
—
—
—
—
—
—
60
50
109
31
—
—
—
—
—
1,168
2,273
—
1,957
2,816
—
488
1,970
1,970
5,681
10
30
40
1,746
—
—
—
1,844
1,146
6,078
1,114
1,075
—
537
—
—
1,138
1,433
1,111
23
12,159
2,333
438
488
199
—
22,033
1,211
—
6,086
2,382
914
4,209
743
1,465
963
1,505
1,485
1,355
—
42,792
20,514
34,002
12,312
—
—
—
—
—
14,561
12,169
—
9,521
10,645
—
2,242
8,874
8,925
25,035
23,265
59,039
40,533
8,378
—
22,949
—
4,635
2,702
13,793
14,902
6,828
—
9,719
—
—
824
21,099
7,194
33,885
72,636
19,232
12,426
15,702
22,289
—
24,332
5,511
—
18,007
25,403
10,844
22,740
2,572
2,524
2,423
2,053
1,529
2,892
—
5,507
2,649
6,097
1,223
23,146
8,349
104,919
14,518
35,232
198
1,434
12
1,677
1,912
32,308
149
144
54
165
2,365
8,961
5,484
1,507
93,565
89
58,056
961
733
2,151
1,194
421
18,417
692
36,746
26,001
5
967
—
5,659
1,631
1,961
1,625
1,389
3,341
29,846
4,796
—
15,902
6,308
370
156
424
528
535
373
471
429
702
11,229
60
50
214
251
450
1,501
—
10
—
1,168
2,273
—
1,957
2,816
132
488
1,970
1,970
5,681
10
30
40
1,746
15,678
—
11,783
1,844
1,146
6,078
1,114
1,075
2
537
—
2,319
1,138
1,433
1,111
9,353
12,159
2,333
438
488
199
—
22,033
1,211
122
6,542
2,414
926
4,306
743
1,465
963
1,505
1,485
1,355
2,540
48,299
23,163
39,994
13,315
22,696
6,848
104,919
14,508
35,232
14,759
13,603
12
11,198
12,557
32,176
2,391
9,018
8,979
25,200
25,630
68,000
46,017
9,885
77,887
23,038
46,273
5,596
3,435
15,944
16,096
7,249
18,415
10,411
36,746
23,682
829
22,066
7,194
30,214
74,267
21,193
14,051
17,091
25,630
29,846
29,128
5,511
15,780
23,859
25,741
10,988
23,067
3,100
3,059
2,796
2,524
1,958
3,594
8,689
2,844
1,364
19,800
5,824
10,711
2,340
8,780
6,441
13,076
1,657
1,895
—
1,557
3,518
10,311
477
2,076
2,334
5,808
6,216
15,754
10,140
2,678
8,615
1,535
4,527
370
260
3,921
2,779
1,314
7,039
2,071
20,178
2,861
291
3,148
399
15,176
15,300
9,167
2,856
3,979
4,892
11,485
9,173
2,323
4,778
6,523
2,083
910
2,446
201
276
379
226
235
379
4,540
2022
2022
2006
2012
2010
2017
2015
2011
2013
2021
2021
2011
2022
2019
2017
2019
2018
2018
2018
2019
2019
2019
2019
2018
2021
2018
2022
2023
2019
2019
2019
2012
2019
2009
2013
2021
2019
2021
2015
2018
2012
2019
2019
2019
2013
2017
2011
2013
2018
2021
2021
2021
2023
2023
2023
2023
2023
2023
2011
1979
1975
1995
1993
2006
2008
2021
2007
2014
2004
1995
2005
1970
2007
2014
2010
2007
2007
2006
1971
1994
1989
1998
2021
2021
2021
1965
1981
2005
2008
2006
2013
2001
2010
2014
1987
2012
2021
1982
2009
2002
1994
1999
2007
2014
2007
1998
2014
2010
2019
2010
2017
1976
1971
1971
1976
1976
1976
2001
2022 Brookwood Medical Center Drive
2018 Brookwood Medical Center Drive
9970 S Central Park Boulevard
9960 S Central Park Boulevard
12266 Depaul Drive
3440 De Paul Lane
NE Corner of 9th & 49th Street
12001 South Freeway
14101 Fairview Drive
49650 Cherry Hill Road
2721 Del Prado Boulevard
12188-a N Meridian Street
6620 Coyle Avenue
540 Waverly Place
1401 Medical Parkway, Building 2
100 Perkins Drive
6011 Farrington Road
6013 Farrington Road
2226 N Carolina Highway 54
1900 Randolph Road
1918 Randolph Road
1718 E Fourth Street
309 S Sharon Amity Road
1237 Harding Place
830 Kenilworth Avenue
1225 Harding Place
8 Ranoldo Terrace
110 Wimbledon Square
444 Montgomery Street
971 Lane Avenue
959 Lane Avenue
3301 Mercy Health Boulevard
4850 Red Bank Expressway
15945 Clayton Road
1010 S Ponds Drive
11775 Tecumseh-Clinton Highway
581 Leroy George Drive
1204 Copperfield Parkway
5450 & 5500 Knoll N Drive
10710 Charter Drive
10700 Charter Drive
1601 E Broadway
1605 E Broadway
1705 E Broadway
11850 Blackfoot Street NW
1640 Newport Boulevard
13413 US Highway 301
8196 Walnut Hill Lane
10740 N Central Expressway
40 Old Ridgebury Road
226 White Street
2 Riverview Drive
484 Irvin Court
465 Winn Way
487 Winn Way
495 Winn Way
497 Winn Way
500 Irvin Court
1192 E Newport Center Drive
Delray Beach, FL
Des Peres, MO
Dunkirk, MD
Durham, NC
Durham, NC
El Paso, TX
Elgin, IL
Elmhurst, IL
Elyria, OH
Enola, PA
Escondido, CA
Everett, WA
Fall River, MA
Fenton, MO
Fenton, MO
Florham Park, NJ
Flower Mound, TX
Flower Mound, TX
Flower Mound, TX
Fort Washington, PA
Fort Worth, TX
Fort Worth, TX
Fort Worth, TX
Fort Worth, TX
Frederick, MD
Frederick, MD
Fresno, CA
Gardendale, AL
Garland, TX
Gastonia, NC
Gig Harbor, WA
Glendale, CA
Gloucester, VA
Goodyear, AZ
Grand Prairie, TX
Grapevine, TX
Grapevine, TX
Greenville, SC
Harrisburg, NC
Hattiesburg, MS
Haymarket, VA
Henderson, NV
Henderson, NV
Henderson, NV
Hopewell Junction, NY
Hopewell Junction, NY
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
Howell, MI
Howell, MI
Humble, TX
Huntersville, NC
Independence, MO
Jackson, MI
Jacksonville, FL
Jacksonville, FL
Jefferson City, TN
Joliet, IL
Jonesboro, GA
Jonesboro, GA
Jupiter, FL
Jupiter, FL
Kalamazoo, MI
Katy, TX
Katy, TX
Katy, TX
Knoxville, TN
LA Jolla, CA
LA Jolla, CA
La Jolla, CA
Lacey, WA
Lake St Louis, MO
Lakeway, TX
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
Las Vegas, NV
Lawrenceville, NJ
Lawrenceville, NJ
Lawton, OK
Lawton, OK
League City, TX
Little Rock, AR
Los Alamitos, CA
Lowell, MA
Loxahatchee, FL
Loxahatchee, FL
Loxahatchee, FL
Lubbock, TX
Lynbrook, NY
Madison, WI
Margate, FL
Marietta, GA
Mars, PA
Matthews, NC
Menasha, WI
Merced, CA
Meridian, ID
Mesa, AZ
Mesa, AZ
Milan, MI
Mission Hills, CA
Missouri City, TX
Mobile, AL
Monroeville, PA
Moorestown, NJ
Mount Juliet, TN
Mount Kisco, NY
Mount Vernon, IL
Muncie, IN
Munster, IN
Munster, IN
—
6,709
—
—
—
—
—
—
—
—
—
—
10,463
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,731
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
24,574
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,882
1,014
259
1,403
1,751
—
1,634
41
3,263
3,286
2,278
—
2,738
958
—
8,578
737
4,164
4,620
2,015
—
401
1,790
2,462
1,065
1,930
1,497
1,150
4,952
569
—
70
2,128
4,128
981
—
—
1,790
1,347
3,155
1,250
2,587
7,372
5,492
2,164
2,316
9,550
5,837
—
—
—
377
2,351
1,292
2,000
579
—
—
762
—
3,562
1,113
109
1,460
567
627
—
—
—
—
2,025
3,699
199
12,855
9,425
20,324
1,751
—
—
—
—
4,180
5,864
2,691
1,410
40
90
1,150
3,021
—
—
—
—
—
2,286
10,028
3,670
219
2,682
1,925
10
—
—
3,206
3,158
3,889
1,216
—
1,360
2,759
1,544
—
—
12,632
—
1,435
201
2,790
34,767
14,248
2,263
23,788
42,391
—
9,443
39,562
27,163
8,135
19,724
—
15,380
27,485
—
61,779
9,276
27,027
—
16,104
—
6,099
5,082
7,891
6,817
18,311
11,896
8,162
30,151
1,638
—
41,837
9,169
9,122
6,086
—
—
4,421
2,652
31,155
26,621
5,376
22,172
18,448
4,659
4,525
—
33,128
—
—
—
13,726
7,980
7,797
13,928
4,428
—
41,055
3,480
—
24,379
10,970
16,035
6,445
15,146
15,844
—
—
13,193
11,530
7,557
12,701
43,771
32,658
26,525
33,675
10,383
—
—
—
—
20,064
22,502
3,739
5,932
3,362
8,774
8,386
20,095
—
—
—
—
—
66,022
37,319
24,615
8,743
20,053
8,307
32,108
—
—
23,619
5,588
5,816
6,487
42,276
7,143
25,180
10,012
—
—
46,294
—
8,836
4,157
10,170
3,826
1,161
713
1,377
2,037
19,965
1,662
595
1,027
689
1,757
31,244
2,381
1,235
14,707
—
1,015
2,533
—
2,679
28,004
9,036
51
1,651
613
1,687
1,041
472
2,897
55
32,869
4,073
428
958
320
10,768
24,508
1,766
527
4,444
3,079
279
3,447
2,272
692
812
—
19,115
21,373
17,133
95,772
792
900
—
646
13
19,081
9,664
704
18,041
3,988
1,389
1,202
687
1,267
1,089
20,283
10,979
—
8,820
1,255
3,039
4,825
2,962
3,681
5,194
137
15,187
2,801
10,383
6,262
2,913
3,070
3,625
976
114
251
—
1,946
22,685
13,807
9,538
8,390
8,153
6,917
2,982
3,901
665
1,830
1,472
2,405
18,608
14,887
5,098
1,122
1,257
59
7,776
—
351
1,546
53,453
15,847
5,524
25,880
1,273
588
1,872
2,449
1,014
259
1,403
1,751
1,254
1,753
41
3,263
3,286
2,278
4,842
2,738
958
369
8,578
737
4,164
4,620
2,015
462
2,805
1,790
2,462
1,065
1,930
1,497
1,150
4,952
569
80
70
2,128
4,128
981
2,081
3,365
1,790
1,347
3,155
1,250
2,587
7,372
5,492
2,164
2,316
9,550
5,837
2,988
3,688
12,815
377
2,351
1,292
2,001
579
1,702
—
762
668
3,562
1,113
109
1,460
567
627
2,639
3,036
—
—
2,025
3,699
199
12,936
9,494
20,324
1,751
240
2,801
2,319
433
4,180
5,864
2,691
1,410
40
90
1,150
3,021
39
3,016
1,440
1,650
1,719
2,286
10,028
3,671
219
2,703
1,925
10
1,384
—
3,206
3,158
3,889
1,216
4,791
1,360
2,759
1,544
362
1,601
12,632
—
1,435
201
2,790
38,026
15,409
2,976
25,165
44,428
18,711
10,986
40,157
28,190
8,824
21,481
26,402
17,761
28,720
14,338
61,779
10,291
29,560
—
18,783
27,542
12,731
5,133
9,542
7,430
19,998
12,937
8,634
33,048
1,693
32,789
45,910
9,597
10,080
6,406
8,687
21,143
6,187
3,179
35,599
29,700
5,655
25,619
20,720
5,351
5,337
—
52,243
18,385
13,445
82,957
14,518
8,880
7,797
14,573
4,441
17,379
50,719
4,184
17,373
28,367
12,359
17,237
7,132
16,413
16,933
17,644
7,943
13,193
20,350
8,812
15,740
48,596
35,539
30,137
38,869
10,520
14,947
—
8,064
5,829
22,977
25,572
7,364
6,908
3,476
9,025
8,386
22,041
22,646
10,791
8,098
6,740
6,434
72,939
40,301
28,515
9,408
21,862
9,779
34,513
17,224
14,887
28,717
6,710
7,073
6,546
45,261
7,143
25,531
11,558
53,091
14,246
51,818
25,880
10,109
4,745
12,042
22,919
1,034
821
4,327
6,271
9,187
2,402
7,377
4,837
442
4,194
12,790
707
11,696
5,455
11,729
3,363
10,692
—
3,210
9,981
3,174
477
94
1,948
3,920
2,355
2,052
6,938
489
9,813
7,636
2,278
613
3,302
3,339
8,164
2,772
1,106
5,959
5,663
1,108
5,485
3,619
925
837
14
17,233
1,879
6,157
28,251
3,056
1,543
97
3,830
636
2,040
7,760
701
6,855
6,228
2,278
3,228
482
3,632
3,415
9,570
4,390
1,276
1,002
1,393
3,412
8,007
12,296
9,624
3,917
2,319
6,964
—
4,032
2,740
3,528
3,678
1,042
81
244
515
174
5,346
9,386
2,414
4,736
3,889
3,636
9,846
8,241
4,893
1,967
8,607
2,055
6,442
5,930
6,976
5,824
935
1,060
918
17,127
1,312
4,962
2,863
22,381
7,602
7,569
11,141
704
303
1,064
2006
2023
2019
2019
2019
2006
2020
2018
2019
2023
2019
2010
2023
2013
2013
2017
2015
2014
2014
2020
2012
2014
2021
2023
2019
2019
2019
2018
2019
2019
2010
2019
2018
2023
2012
2014
2014
2019
2019
2019
2019
2019
2019
2019
2019
2019
2011
2012
2016
2012
2012
2018
2020
2022
2016
2021
2013
2019
2020
2013
2019
2020
2019
2023
2019
2019
2006
2007
2020
2019
2020
2020
2019
2015
2015
2022
2018
2010
2007
2006
2007
2020
2020
2022
2023
2023
2023
2022
2019
2007
2011
2006
2006
2006
2019
2018
2019
2019
2016
2020
2019
2016
2009
2019
2020
2020
2021
2014
2015
2018
2020
2011
2007
2019
2011
2023
2023
2023
1985
1979
1997
2000
2004
1997
2004
2011
2008
2020
1994
2011
1975
2009
2009
2017
2014
2012
1900
1980
2012
2007
1983
2022
1979
2006
2004
2005
2018
2000
2009
2008
2008
1997
2009
2002
2002
1987
2012
2012
2008
2002
2005
2005
1999
2015
1900
2005
2019
2007
1998
2011
2013
2023
2017
2019
2014
2004
2007
2009
2006
2000
2001
1980
2009
2007
2001
2004
2021
2020
2016
2006
2012
1989
1988
1985
1971
2008
1900
1991
1997
2017
2017
1975
2019
1985
2008
2023
2014
2003
2020
1993
1994
1997
2006
1962
2012
2004
2016
2006
1994
1994
2010
2009
2016
2016
2008
1986
2016
2003
1979
2012
2005
1996
2012
2006
1990
1961
5130-5150 Linton Boulevard
1010 - 1090 Old Des Peres Road
10845 Town Center Boulevard
120 William Penn Plaza
3916 Ben Franklin Boulevard
2400 Trawood Drive
745 Fletcher Drive
133 E Brush Hill Road
303 Chestnut Commons Drive
1824 Good Hope Road
225 E 2nd Avenue
13020 Meridian Avenue S
235 Hanover Street
1011 Bowles Avenue
1055 Bowles Avenue
150 Park Avenue
2560 Central Park Avenue
4370 Medical Arts Drive
Medical Arts Drive
467 Pennsylvania Avenue
10840 Texas Health Trail
7200 Oakmont Boulevard
2001 W Rosedale Street
9750 Hillwood Parkway
194 Thomas Johnson Drive
45 Thomas Johnson Drive
1105 E Spruce Avenue
2217 Decatur Highway
7217 Telecom Parkway
934 Cox Road
11511 Canterwood Boulevard NW
1500 E Chevy Chase Drive
5659 Parkway Drive
140 N Litchfield Road
2740 N State Highway 360
2040 W State Highway 114
2020 W State Highway 114
10 Enterprise Boulevard
9550 Rocky River Road
3688 Veterans Memorial Drive
15195 Heathcote Boulevard
2825 Siena Heights Drive
2845 Siena Heights Drive
2865 Siena Heights Drive
10 Cranberry Drive
1955 NY-52
FM 1960 & Northgate Forest Drive
15655 Cypress Woods Medical Drive
13105 Wortham Center Drive
10701 Vintage Preserve Parkway
2727 W Holcombe Boulevard
20207 Chasewood Park Drive
11476 Space Center Boulevard
2940 Eldridge Parkway
1225 S Latson Road
202 W Highland Road
8233 N Sam Houston Parkway E
10030 Gilead Road
19401 E 37th Terrace Court S
1201 E Michigan Avenue
10475 Centurion Parkway N
5742 Booth Road
120 Hospital Drive
330 Madison Street
7813 Spivey Station Boulevard
7823 Spivey Station Boulevard
550 Heritage Drive
600 Heritage Drive
2520 Robert Jones Way
2510 W Grand Parkway N
21502 Merchants Way
1331 W Grand Parkway N
1926 Alcoa Highway
4150 Regents Park Row
4120 & 4130 La Jolla Village Drive
4180 La Jolla Village Drive
2555 Marvin Road NE
400 Medical Drive
Lohmans Crossing Road
2870 S Maryland Parkway
1776 E Warm Springs Road
9880 W Flamingo Road
4980 W Sahara Avenue
2 Princess Road
2A Princess Road
5604 SW Lee Boulevard
5606 SW Lee Boulevard
3625 E League City Parkway
6119 Midtown Avenue
3771 Katella Avenue
839 Merrimack Street
12989 Southern Boulevard
12983 Southern Boulevard
12977 Southern Boulevard
4515 Marsha Sharp Freeway
444 Merrick Road
1102 S Park Street
2960 N State Road 7
4800 Olde Towne Parkway
6998 Crider Road
1450 Matthews Township Parkway
1550 Midway Place
315 Mercy Avenue
3277 E Louise Drive
1910 S Gilbert Road
1833 N Power Road
870 E Arkona Road
11550 Indian Hills Road
7010 Highway 6
6144 Airport Boulevard
2550 Mosside Boulevard
401 Young Avenue
5002 Crossings Circle
90 - 110 S Bedford Road
2 Good Samaritan Way
3631 N Morrison Road
7847 Calumet Avenue
7905 Calumet Avenue
Munster, IN
Murrieta, CA
Murrieta, CA
Myrtle Beach, SC
Nampa, ID
Naperville, IL
Naperville, IL
New Milford, CT
New Milford, CT
Newburgh, NY
Newburyport, MA
Newtown, CT
Newtown, CT
Niagara Falls, NY
Niagara Falls, NY
Norfolk, VA
North Canton, OH
North Easton, MA
North Easton, MA
Norwood, OH
Novi, MI
Oklahoma City, OK
Oxford, NC
Pasadena, TX
Pearland, TX
Pearland, TX
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Phoenix, AZ
Pinckney, MI
Plano, TX
Plantation, FL
Pleasanton, CA
Plymouth Meeting, PA
Port Orchard, WA
Porter, TX
Poughkeepsie, NY
Poughkeepsie, NY
Poughkeepsie, NY
Poughkeepsie, NY
Prince Frederick, MD
Prince Frederick, MD
Raleigh, NC
Rancho Mirage, CA
Redmond, WA
Richmond, VA
Richmond, TX
Rockwall, TX
Rolla, MO
Rome, GA
Roseville, MN
Roxboro, NC
Ruston, LA
San Antonio, TX
San Antonio, TX
Santa Clarita, CA
Santa Clarita, CA
Santa Clarita, CA
Santa Clarita, CA
Santa Clarita, CA
Seattle, WA
Sewell, NJ
Shakopee, MN
Shakopee, MN
Shenandoah, TX
Sherman Oaks, CA
Silverdale, WA
Southborough, MA
Southlake, TX
Southlake, TX
Southlake, TX
Southlake, TX
Spokane, WA
Spring, TX
Springfield, MA
St. Louis, MO
St. Louis, MO
St. Louis, MO
St. Louis, MO
St. Paul, MN
St. Paul, MN
Stafford, TX
Stockton, CA
Strongsville, OH
Suffern, NY
Suffolk, VA
Sugar Land, TX
Sycamore, IL
Tacoma, WA
Tampa, FL
Tarzana, CA
Timonium, MD
Towson, MD
Tustin, CA
Tustin, CA
Tyler, TX
Tyler, TX
Van Nuys, CA
Vicksburg, MS
Voorhees, NJ
Voorhees, NJ
Waco, TX
Waco, TX
Waco, TX
Waco, TX
Washington, PA
Washington, DC
Wausau, WI
Waxahachie, TX
Webster, TX
Wellington, FL
Wellington, FL
Westlake Village, CA
Westlake Village, CA
Wharton, TX
Wharton, TX
Winston-salem, NC
—
—
—
—
14,940
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,607
3,936
10,863
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,360
8,000
—
—
—
2,790
—
3,800
1,357
3,439
1,067
1,576
1,006
2,033
9,213
3,104
2,176
3,039
—
—
1,138
2,518
2,336
2,882
1,017
895
—
478
—
—
—
—
199
109
229
1,708
793
—
6,748
4,047
2,810
3,746
2,144
4,035
6,513
5,128
229
179
8,255
7,292
—
2,969
2,000
132
1,931
99
2,963
368
1,214
—
2,915
—
—
278
295
—
4,410
1,242
508
707
—
—
3,451
4,911
3,000
—
—
2,875
1,276
4,425
2,721
336
1,085
1,460
2,180
—
2,706
3,389
4,966
15,997
653
1,566
—
1,113
—
4,319
6,115
—
2,654
3,345
3,361
2,903
330
—
853
—
—
601
—
—
2,250
3,981
21,898
—
303
1,961
—
—
2,487
2,553
64
67
2,006
10,170
—
—
3,131
18,648
3,421
9,288
3,541
6,819
28,300
18,492
9,140
9,364
—
—
23,416
21,523
17,936
14,463
5,642
34,573
—
4,724
—
—
—
—
3,967
2,134
5,442
3,816
83,209
—
25,065
9,442
22,716
15,119
32,820
26,001
23,787
18,080
25,905
12,243
25,589
13,214
—
26,697
9,118
17,197
47,639
29,846
18,785
2,327
19,717
—
11,473
2,338
28,384
185
39,589
20,618
38,428
11,616
11,412
18,089
—
32,186
21,176
30,473
—
—
—
14,126
22,357
94,034
5,698
17,247
3,624
4,826
14,613
—
39,507
14,292
14,412
—
37,255
11,511
—
12,910
—
12,234
15,510
—
10,627
541
12,039
104,300
35,534
—
12,584
—
—
2,594
—
—
28,632
31,706
47,415
—
18,278
63,358
—
—
9,776
15,851
1,433
1,628
6,542
1,872
48,777
—
1,153
2,933
756
1,516
23
151
4,079
1,788
1,047
160
13,207
8,649
5,375
2,946
2,202
1,890
1,025
3,704
19,544
247
15,362
25,909
42,538
64,851
1,517
530
861
14
9,171
25,988
3,878
1,570
770
—
4,326
4,479
4,110
2,704
1,774
1,401
3,301
2,424
32,850
3,934
4
577
1,318
2,079
3,394
150
2,283
15,495
3,133
20,862
4,443
11,594
—
1,958
993
37
753
554
21,197
5,069
12
3,827
—
19,035
31,932
1,829
2,804
—
923
3,587
275
786
2,051
38,313
1,700
—
2,445
67
2,097
184
19,075
2,473
64,307
—
3,270
21,743
3,373
480
4,703
10,980
370
36,187
1,236
32,833
99,325
1,460
15
10
609
17
13,323
14,225
—
—
19,880
11,672
287
909
166
221
1,583
2,790
—
3,800
1,357
3,439
1,067
1,576
1,019
2,060
9,213
3,104
2,205
3,079
1,721
454
1,138
2,518
2,336
2,882
1,017
896
216
478
1,700
1,500
9,807
1,149
199
109
229
1,708
793
8,575
6,748
4,047
2,810
3,746
2,144
4,035
6,513
5,128
229
179
8,255
7,292
5,017
3,090
2,000
132
1,931
99
2,963
368
1,214
3,050
2,915
5,364
5,295
11,872
295
4,457
4,410
1,242
509
773
4,574
3,121
3,451
4,911
3,000
592
698
2,875
1,276
4,425
2,721
336
1,085
1,460
2,180
49
2,701
3,389
4,966
16,064
696
1,620
3,543
1,113
—
4,319
6,115
8,949
2,654
3,345
3,361
2,898
330
—
853
6,617
99
628
—
—
2,250
3,981
21,898
2,050
303
1,961
326
580
2,487
2,553
64
67
2,006
12,042
48,777
—
4,284
21,581
4,177
10,804
3,551
6,943
32,379
20,280
10,158
9,484
11,486
8,195
28,791
24,469
20,138
16,353
6,667
38,276
19,328
4,971
13,662
24,409
32,731
63,702
5,484
2,664
6,303
3,830
92,380
17,413
28,943
11,012
23,486
15,119
37,146
30,480
27,897
20,784
27,679
13,644
28,890
15,638
27,833
30,510
9,122
17,774
48,957
31,925
22,179
2,477
22,000
12,445
14,606
17,836
27,532
185
39,589
18,119
39,421
11,653
12,164
18,577
16,623
34,134
21,188
34,300
—
18,443
31,234
15,955
25,161
94,034
6,621
20,834
3,899
5,612
16,664
38,264
41,212
14,292
16,857
—
39,309
11,641
15,532
15,383
64,307
12,234
18,780
12,794
14,000
1,021
16,742
115,285
35,904
36,187
13,820
26,216
99,226
4,027
15
10
29,241
31,723
60,738
12,175
18,278
63,358
19,554
11,092
10,063
16,760
1,599
1,849
8,125
1,064
26,235
—
1,395
3,336
119
284
485
976
4,169
4,030
1,201
1,378
7,589
4,664
6,102
3,483
3,733
3,042
1,672
7,491
7,599
982
2,463
3,027
11,210
35,676
985
499
1,433
710
35,665
11,257
3,130
762
4,749
1,481
4,739
3,493
3,611
2,749
4,839
3,019
2,652
3,306
14,037
13,494
1,770
6,976
21,776
5,950
4,171
495
1,092
2,820
2,889
6,332
8,685
301
11,205
5,722
21,982
3,126
6,188
7,597
3,768
11,626
4,615
802
—
8,436
12,904
3,786
2,441
491
1,723
10,717
339
817
1,673
11,441
18,697
387
3,197
—
17,959
6,294
8,010
2,291
30,846
4,519
3,583
3,546
1,058
600
5,890
15,212
1,118
15,318
1,050
13,568
42,000
1,504
15
10
6,109
6,968
5,523
2,902
5,821
132
10,243
6,459
2,272
4,235
147
180
2,445
2023
2010
2014
2019
2019
2023
2023
2021
2021
2019
2019
2021
2021
2007
2007
2019
2019
2019
2019
2019
2019
2013
2019
2012
2012
2014
2006
2019
2019
2019
2021
2012
2006
2022
2022
2018
2018
2019
2019
2019
2019
2019
2019
2022
2019
2010
2012
2015
2012
2011
2019
2019
2019
2023
2016
2019
2014
2014
2014
2014
2014
2010
2018
2010
2010
2013
2014
2018
2023
2014
2012
2012
2019
2023
2023
2019
2007
2023
2023
2023
2014
2011
2021
2019
2022
2011
2010
2012
2020
2011
2011
2020
2015
2022
2015
2015
2019
2021
2009
2023
2006
2010
2018
2018
2018
2018
2018
2023
2015
2016
2023
2006
2007
2018
2018
2023
2023
2019
1961
2011
1900
1996
2017
1999
1989
1995
1995
2015
2008
2015
2016
1995
2004
2014
2014
2007
2008
2006
2008
2008
2011
2013
2013
2013
1998
1980
1986
1994
2020
2005
1997
2001
2002
1995
2019
2008
2010
2006
2012
2009
1991
2005
2005
2011
2008
2016
2008
2009
2005
1994
2000
1984
2017
2006
1976
1998
1996
2013
1989
2010
2007
1996
2007
2014
1969
2004
1987
1900
2004
2004
2017
2004
1900
2012
2001
1971
1980
1980
2006
2007
2022
2009
1900
2007
2007
2005
2002
2013
2003
1986
2017
1992
1976
1985
2013
2022
1991
2015
1997
2012
2000
1962
1961
1981
2010
1972
2017
2014
1900
2000
2003
1989
1975
2000
2000
1998
7905 Calumet Avenue
28078 Baxter Road
28078 Baxter Road
8170 Rourk Street
1510 12th Avenue
1012 W 95th Street
1020 E Ogden Avenue
131 Kent Road
131 Kent Road
1200 NY-300
One Wallace Bashaw Jr. Way
164 Mount Pleasant
170 Mount Pleasant Road
6932 - 6934 Williams Road
6930 Williams Road
155 Kingsley Lane
7442 Frank Avenue
15 Roche Brothers Way
31 Roche Brothers Way
4685 Forest Avenue
26750 Providence Parkway
535 NW 9th Street
107 E McClanahan Street
5001 E Sam Houston Parkway S
2515 Business Center Drive
11511 Shadow Creek Parkway
2222 E Highland Avenue
9225 N 3rd Street
9327 N 3rd Street
9100 N 2nd Street
10200 Dexter-pinckney Road
6020 W Parker Road
851-865 SW 78th Avenue
5860 Owens Drive
4060 Butler Pike
450 S Kitsap Boulevard
25553 US Highway 59
2507 South Road
30 Columbia Street
600 Westage Drive
1910 South Road
130 Hospital Road
110 Hospital Road
8300 Health Park
72780 Country Club Drive
18100 NE Union Hill Road
7001 Forest Avenue
22121 FM 1093 Road
3142 Horizon Road
1605 Martin Spring Drive
330 Turner McCall Boulevard
1835 W County Road C
799 Doctors Court
1200 S Farmerville Street
5206 Research Drive
150 E Sonterra Boulevard
23861 McBean Parkway
23929 McBean Parkway
23871 McBean Parkway
23803 McBean Parkway
24355 Lyons Avenue
5350 Tallman Avenue
556 Egg Harbor Road
1515 Saint Francis Avenue
1601 Saint Francis Avenue
106 Vision Park Boulevard
4955 Van Nuys Boulevard
2200 NW Myhre Road
24-32 Newton Street
Central Avenue
1545 E Southlake Boulevard
1545 E Southlake Boulevard
925 E Southlake Boulevard
601 W 5th Avenue
2255 E Mossey Oaks Road
305 Bicentennial Highway
2325 Dougherty Ferry Road
5000 Manchester Avenue
8888 Ladue Road
555 N New Ballas Road
225 Smith Avenue N
435 Phalen Boulevard
11211 Nexus Avenue
2388 - 2488 N California Street
16761 Southpark Center
257 Lafayette Avenue
5838 Harbour View Boulevard
11555 University Boulevard
1630 Gateway Drive
1608 S J Street
14547 Bruce B Downs Boulevard
5620 Wilbur Avenue
2118 Greenspring Drive
8322 Bellona Avenue
14591 Newport Avenue
14642 Newport Avenue
1814 Roseland Boulevard
501 S Saunders Avenue
6815 Noble Avenue
2200 Highway 61 N
900 Centennial Boulevard
200 Bowman Drive
6600 Fish Pond Road
6612 Fish Pond Road
6620 Fish Pond Road
601 Highway 6 W
100 Trich Drive
2021 K Street NW
1901 Westwood Center Boulevard
2460 N I-35 E
18833 Eastfield Drive
10115 Forest Hill Boulevard
1395 State Road 7
1220 La Venta Drive
1250 La Venta Drive
2112 Regional Medical Drive
2112 Regional Medical Drive
2025 Frontis Plaza
Woodbridge, VA
Wyandotte, MI
Ypsilanti, MI
Yuma, AZ
Zephyrhills, FL
—
—
—
—
—
346
581
3,615
1,592
3,875
16,617
8,023
12,696
9,589
27,270
—
773
287
884
—
346
581
3,615
1,592
3,875
16,617
8,796
12,983
10,473
27,270
3,103
1,337
1,603
2,642
11,217
2018
2020
2021
2019
2011
2012
2002
1989
2004
1974
12825 Minnieville Road
1700 Biddle Avenue
4918, 4936, 4940, 4972, and 4990 W Clark Road
2270 S Ridgeview Drive
38135 Market Square Drive
Outpatient Medical Total
$
229,137
$
848,834
$
4,756,618
$
2,603,702
$
1,061,165
$
7,147,989
$
1,825,724
129
(Dollars in thousands)
Description
Encumbrances
Assets Held For Sale:
Bellevue, WA
Braintree, MA
$
$
—
—
Burlington, ON
Calgary, AB
Calgary, AB
Chula Vista, CA
Chula Vista, CA
Fort Worth, TX
Highland, IL
Las Vegas, NV
Markham, ON
Mississauga, ON
Oakville, ON
Ottawa, ON
St. John's, NL
Surrey, BC
Toronto, ON
Toronto, ON
Toronto, ON
Toronto, ON
Winnipeg, MB
15,339
13,845
7,883
—
—
—
—
—
46,660
23,007
4,789
16,133
4,092
12,819
5,812
4,964
17,649
5,163
8,886
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2023
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
Land & Land
Improvements
Buildings &
Improvements
Cost Capitalized
Subsequent to
Acquisition
Land & Land
Improvements
Buildings &
Improvements
Accumulated
Depreciation
Year Acquired
Year Built
Address
$
—
170
1,309
2,252
3,122
1,045
826
1,740
—
—
3,727
3,649
1,252
3,454
706
4,552
2,513
1,447
2,927
5,082
1,960
—
7,157
19,311
37,415
38,971
21,387
6,106
19,799
—
—
48,939
35,137
7,382
23,309
11,765
22,338
19,695
3,918
20,713
25,493
38,612
$
$
25,480
—
—
—
—
—
407
—
5,879
2,945
—
—
—
—
—
—
—
—
—
—
—
$
$
25,480
170
16,092
29,755
32,373
20,112
7,339
5,451
5,879
2,945
37,403
30,488
6,960
20,751
10,267
20,488
18,013
4,490
22,921
25,586
29,920
$
372,883
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
130
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2021
1997
2013
2013
2013
2019
2019
2016
2012
2007
2013
2015
2013
2015
2015
2013
2013
2013
2015
2015
2013
1900
1968
1990
2003
1998
1973
1985
2014
2013
1900
1981
1988
1982
1966
2005
1987
2002
1987
1900
1988
1999
919 109th Avenue NE
1102 Washington Street
500 Appleby Line
20 Promenade Way SE
150 Scotia Landing NW
480 4th Avenue
450 4th Avenue
7001 Bryant Irvin Road
12860 Troxler Avenue
Sw Corner of Deer Springs Way and Riley Street
7700 Bayview Avenue
1490 Rathburn Road E
289 and 299 Randall Street
2370 Carling Avenue
64 Portugal Cove Road
15501 16th Avenue
305 Balliol Street
1340 York Mills Road
54 Foxbar Road
645 Castlefield Avenue
857 Wilkes Avenue
Assets Held For Sale Total
$
187,041
$
41,733
$
407,447
$
34,711
$
Summary:
Seniors Housing Operating
Triple-net
Outpatient Medical
Construction in progress
Total continuing operating properties
Assets held for sale
Total investments in real property owned
Encumbrances
Land & Land Improvements
Buildings & Improvements
Cost Capitalized
Subsequent to Acquisition
Land & Land Improvements
Buildings & Improvements
Accumulated Depreciation
(1)
Initial Cost to Company
Gross Amount at Which Carried at Close of Period
$
$
$
1,760,778
38,261
229,137
7,228
2,035,404
187,041
$
2,296,482
970,310
848,834
—
4,115,626
41,733
$
20,037,488
7,578,624
4,756,618
1,304,441
33,677,171
407,447
$
4,923,531
645,258
2,603,702
—
8,172,491
34,711
$
2,620,060
1,016,599
1,061,165
—
4,697,824
—
$
24,637,441
8,177,593
7,147,989
1,304,441
41,267,464
372,883
5,754,186
1,694,904
1,825,724
—
9,274,814
—
2,222,445
$
4,157,359
$
34,084,618
$
8,207,202
$
4,697,824
$
41,640,347
$
9,274,814
(1) Please see Note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Investment in real estate:
Beginning balance
Acquisitions and development
Improvements
Impairment of assets
Dispositions
Foreign currency translation
(1)
Ending balance
(2)
Accumulated depreciation:
Beginning balance
Depreciation and amortization expenses
Amortization of above market leases
Dispositions and other
Foreign currency translation
(1)
Ending balance
2023
Year Ended December 31,
2022
(in thousands)
2021
$
$
$
$
41,000,766
5,296,051
517,682
(36,097)
(688,370)
248,139
46,338,171
8,075,733
1,401,101
5,658
(237,280)
29,602
9,274,814
$
$
$
$
37,605,747
3,599,107
476,017
(17,502)
(97,102)
(565,501)
41,000,766
6,910,114
1,310,368
3,991
(38,327)
(110,413)
8,075,733
$
$
$
$
33,670,006
4,805,086
282,834
(51,107)
(1,063,990)
(37,082)
37,605,747
6,104,297
1,037,566
4,036
(234,397)
(1,388)
6,910,114
(1) Includes property dispositions and dispositions of leasehold improvements which are generally fully depreciated. Additionally, during the year ended December 31, 2022, seven financing leases were classified as
held for sale on our Consolidated Balance Sheet. During the year ended December 31, 2023, we executed a series of transactions that included the assignment of the leasehold interests in the properties to a newly
formed tri-party unconsolidated joint venture and culminated in the closing of the purchase option by the joint venture. The transactions resulted in a gain from the loss of control and derecognition of the leasehold
interests.
(2) The unaudited aggregate cost for tax purposes for real property equals $ 34,142,821,000 at December 31, 2023.
131
Welltower Inc.
Schedule IV - Mortgage Loans on Real Estate
December 31, 2023
(in thousands)
Interest Rate
Final Maturity Date
Periodic Payment Terms
Prior Liens
Face Amount of
Mortgages
Carrying
Amount of
Mortgages
Principal Amount of
Loans Subject to
Delinquent Principal
or Interest
18.50%
2023
Interest only until maturity
$
—
$
32,783
$
32,347
$
32,783
Location
First mortgages relating to 1 property located in:
North Carolina
Triple-net
Segment
First mortgages relating to multiple properties located in:
Triple-net
United Kingdom
United States - OR, NV,
MT, SD, WA, WY
United States - OR, NV,
MT, SD, WA, WY
First mortgages less than three percent of total:
United States - DE, GA,
MI, OH, SC, TX, WA
Triple-net
Triple-net
Various
12.40%
8.00%
13.65%
2028
2026
2026
Interest until maturity; Interest paid-in-
kind until maturity
Interest only until maturity
Interest only until maturity
—
—
—
779,175
753,333
40,000
39,120
170,000
166,260
—
—
—
6% - 18.50%
2023 - 2030
N/A
N/A
N/A
52,192
17,062
Totals
$
—
$
1,021,958
$
1,043,252
$
49,845
Reconciliation of mortgage loans:
Balance at beginning of year
Additions:
Advances on loans receivable
Interest added
Total additions
Deductions:
Receipts on loans receivable
Loan balance transferred to non-real estate loans receivable
Change in allowance for credit losses and charge-offs
Other
Total deductions
Change in balance due to foreign currency translation
Balance at end of year
2023
Year Ended December 31,
2022
(in thousands)
2021
$
697,906
$
877,102
$
313,877
39,768
353,645
(42,415)
—
(4,706)
—
(47,121)
38,822
1,043,252
$
33,555
49,932
83,487
(181,040)
—
2,894
—
(178,146)
(84,537)
697,906
$
$
132
293,752
843,249
11,815
855,064
(214,132)
(9,142)
(6,984)
(29,619)
(259,877)
(11,837)
877,102
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
EXHIBIT 4.10
As of December 31, 2023, Welltower Inc. (the “Company”) had the following classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): (i) Common Stock, $1.00 par value per share (“Common Stock”); (ii) guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC (“Welltower OP” or
the “Issuer”); and (iii) guarantee of 4.500% Notes due 2034 issued by Welltower OP. Each of the Company’s securities registered under Section 12 of the Exchange Act are listed on
the New York Stock Exchange.
The following is a description of the rights of Common Stock and related provisions of the Company’s Amended and Restated Certificate of Incorporation, as amended (the
“Certificate”), and Amended and Restated By-Laws (the “By-Laws”) and applicable Delaware law. This description is qualified in its entirety by, and should be read in conjunction
with, the Certificate, By-Laws, and applicable Delaware law.
DESCRIPTION OF COMMON STOCK
Authorized Capital Stock
The Certificate authorizes the Company to issue up to 700,000,000 shares of Common Stock and 50,000,000 shares of preferred stock, $1.00 par value per share (“Preferred Stock”).
As of February 9, 2024, the Company had 568,878,059 shares of Common Stock and no outstanding shares of Preferred Stock.
Dividend Rights
The holders of shares of Common Stock are entitled to receive dividends when declared by the Company’s Board of Directors and after payment of, or provision for, full cumulative
dividends on and any required redemptions of shares of Preferred Stock then outstanding, if any.
Voting Rights
The holders of shares of Common Stock are entitled to one vote per share on all matters to be voted on by such holders. Holders of shares of Common Stock are not entitled to
cumulative voting rights.
Liquidation Rights
If the Company is voluntarily or involuntarily liquidated or dissolved, holders of shares of Common Stock are to share ratably in the Company’s distributable assets remaining after
the satisfaction of all of its debts and liabilities and the prior preferential rights of holders of share of Preferred Stock, if any.
Other Rights and Preferences
Holders of shares of Common Stock do not have preemptive rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares of
Common Stock. The rights, preferences and privileges of holders of shares of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of
any series of Preferred Stock which are outstanding or which the Company may designate and issue in the future.
Fully Paid and Nonassessable
All of the outstanding shares of Common Stock are fully paid and nonassessable.
Transfer Agent
The transfer agent for our common stock is Computershare Trust Company, N.A.
Listing
The Common Stock is listed on the New York Stock Exchange under the symbol “WELL.”
1
Restrictions on Transfer of Securities
For the Company to qualify as a real estate investment trust (“REIT”), not more than 50% in value of the Company’s outstanding capital stock may be owned, directly or indirectly,
by five or fewer individuals at any time during the last half of the Company’s taxable year. In order to ensure that this requirement is satisfied, the By-Laws (with respect to Common
Stock and Preferred Stock) provide that no person may acquire securities that would result in the direct or indirect beneficial ownership of more than 9.8% of the Common Stock or
more than 9.8% in value of the Company’s outstanding capital stock by such person. For purposes of application of such limitations to any person, all options, warrants, convertible
securities or other rights to acquire the Company’s capital stock held directly or indirectly by such person will be treated as if all such rights had been exercised. If any securities in
excess of this limit are issued or transferred to any person, such issuance or transfer shall be valid only with respect to such amount of securities as does not exceed this limit, and such
issuance or transfer will be void with respect to the excess. The Company’s Board of Directors may grant limited exemptions from the ownership restrictions set forth in the By-Laws
to specified persons if the board determines that each such limited exemption is in the best interests of the Company and its stockholders.
The By-Laws further provide that, if the foregoing stock ownership limitations are determined to be invalid by virtue of any legal decision, statute, rule or regulation, then the
transferee of the shares or other securities will be deemed to have acted as the Company’s agent in acquiring the shares or other securities that are in excess of the limit, and will be
deemed to hold such excess shares or securities on behalf of the Company. As the equivalent of treasury securities for such purposes, the excess securities will not be entitled to any
voting rights, will not be considered to be outstanding for quorum or voting purposes, and will not be entitled to receive dividends, interest or any other distribution with respect to
such securities. Any person who receives dividends, interest or any other distribution in respect of the excess securities will hold the same as the Company’s agent and for the
transferee of the excess securities following a permitted transfer.
In addition, under the By-Laws, the Company may refuse to transfer any shares, passing either by voluntary transfer, by operation of law, or under the last will and testament of any
stockholder, if such transfer would or might, in the opinion of the Company’s Board of Directors or counsel to the Company, disqualify the Company as a REIT.
Anti-Takeover Provisions
The Certificate and By-Laws contain provisions that may have the effect of discouraging persons from acquiring large blocks of the Company’s stock or delaying or preventing a
change in control of the Company. The material provisions that may have such an effect are:
•
•
•
•
•
•
•
•
A provision permitting the Company’s Board of Directors to make, amend or repeal the By-Laws.
Authorization for the Company’s Board of Directors to issue Preferred Stock in series and to fix the rights and preferences of the series, including, among other
things, whether and to what extent the shares of any series will have voting rights and the extent of the preferences of the shares of any series with respect to
dividends and other matters.
A prohibition on stockholders taking action by written consent in lieu of a meeting.
Advance notice procedures with respect to nominations of directors by stockholders and proposals by stockholders of business at an annual meeting.
The grant only to our board of directors of the right to call special meetings of stockholders.
Limitations on the number of shares of the Company’s capital stock that may be beneficially owned, directly or indirectly, by any one stockholder.
Limitations on transactions that involve the Company and any stockholder who beneficially owns 5% or more of the Company’s voting stock.
A provision permitting amendment by the stockholders of certain of the provisions listed above only by an affirmative vote of the holders of at least 75% of all of
the outstanding shares of the Company’s voting stock, voting together as a single class.
2
Limitations on Transactions Involving the Company and Its Stockholders
Under the By-Laws, in addition to any vote otherwise required by law, the Certificate or the By-Laws, the following transactions will require the affirmative vote of the holders of at
least 75% of the voting power of our then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class:
•
•
•
•
Any merger or consolidation of the Company with or into:
•
•
any stockholder that owns 5% or more of the Company’s voting stock; or
any other corporation or entity which is, or after such merger or consolidation would be, an affiliate of a stockholder that owns 5% or more of the
Company’s voting stock.
Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of substantially all of the Company’s assets, in one transaction or a series of transactions,
to or with any stockholder that owns 5% or more of the Company’s voting stock or an affiliate of any such stockholder.
Any reclassification of our securities, including any reverse stock split, or recapitalization or any other transaction that has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class of the Company’s equity securities that is directly or indirectly owned by any stockholder
that owns 5% or more of the Company’s voting stock or any affiliate of such a stockholder, whether or not the transaction involves such a stockholder.
The adoption of any plan or proposal for the Company’s liquidation or dissolution proposed by or on behalf of a stockholder that owns 5% or more of the
Company’s voting stock or any affiliate of such a stockholder.
These provisions will not apply to any of the transactions described above if:
•
•
•
•
The Company is at the time of the consummation of the transaction, and at all times throughout the preceding twelve months have been, directly or indirectly, the
owner of a majority of each class of the outstanding equity securities of the 5% stockholder that is a party to the transaction; or
The transaction has been approved by a majority of the members of the Company’s Board of Directors who, at the time such approval is given, were not affiliates
or nominees of the 5% stockholder; or
Both of the following conditions have been met:
•
•
•
the aggregate amount of the cash and the fair market value, as determined in good faith by the Company’s Board of Directors, of the consideration other
than cash to be received per share by holders of the Company’s voting stock in such transaction shall be at least equal to the highest per share price paid
by the 5% stockholder for any shares of voting stock acquired by it:
within the two-year period immediately prior to the first public announcement of the proposal of the transaction, or
in the transaction in which it became a 5% stockholder, whichever is higher; and
the consideration to be received by holders of a particular class of outstanding voting stock shall be in cash or in the same form as the 5% stockholder previously
paid for shares of such voting stock. If the 5% stockholder paid for shares of any class of voting stock with varying forms of consideration, the form of
consideration to be paid by the 5% stockholder for such class of voting stock shall be either cash or the form used to acquire the largest number of shares of such
class of voting stock previously acquired by the stockholder.
3
DESCRIPTION OF DEBT SECURITIES
The following description of the Company’s 4.800% Notes due 2028 (the “2028 Notes”) and 4.500% Notes due 2034 (the “2034 Notes,” and together with the 2028 Notes, the
“notes”) is a summary and does not purport to be complete. This description is qualified in its entirety by reference to the Indenture, dated as of March 15, 2010 (as amended from
time to time, the “Base Indenture”), among Welltower OP, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), as
supplemented in the case of the 2028 Notes by Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and the Trustee (“Supplemental Indenture No.
9”) and in the case of the 2034 Notes by Supplemental Indenture No. 10, dated as of November 25, 2014 (“Supplemental Indenture No. 10,” and together with Supplemental
Indenture No. 9, the “Supplemental Indentures”). The Base Indenture as supplemented by the Supplemental Indentures shall be referred to in this description as “Indenture.” In this
section, unless specifically noted otherwise or unless the context otherwise requires, the terms “Issuer” and “Welltower OP” refer only to Welltower OP LLC and not its subsidiaries,
the term “Company” refer only to Welltower Inc. and not its subsidiaries, and the terms “we,” “us,” and “our” refer only to the Company and the Issuer, collectively, and not their
subsidiaries.
The Notes
The 2028 Notes
Welltower OP issued £550,000,000 aggregate principal amount of the 2028 Notes on November 20, 2013. The 2028 Notes bear interest at a rate of 4.800% per year, payable
annually in arrears on November 20 of each year, commencing November 20, 2014. The 2028 Notes mature on November 20, 2028. As of December 31, 2023, £550,000,000
aggregate principal amount of the 2028 Notes was outstanding.
The 2034 Notes
Welltower OP issued £500,000,000 aggregate principal amount of the 2034 Notes on November 25, 2014. The 2034 Notes bear interest at a rate of 4.500% per year, payable
annually in arrears on December 1 of each year, commencing December 1, 2015. The 2034 Notes mature on December 1, 2034. As of December 31, 2023, £500,000,000 aggregate
principal amount of the 2034 Notes was outstanding.
General
Each of the notes were issued as a separate series under the Indenture, which provides that each series of notes may be re-opened and the Issuer may from time to time issue
additional notes of the same series. The notes were issued in fully registered form without coupons, in minimum denominations of £100,000 and integral multiples of £1,000. The
notes are evidenced by a global note in book-entry form, except under the limited circumstances described under “Book-Entry Delivery and Settlement” below.
The Bank of New York Mellon Trust Company, N.A. is the trustee under the Indenture and the paying agent for the notes is The Bank of New York Mellon, London Branch (the
“Paying Agent”).
If an interest payment date or the maturity date falls on a day that is not a business day, the related payment of principal or interest will be made on the next business day as if made on
the date the payment was due and no interest will accrue on the amount payable for the period from and after that interest payment date or the maturity date. Interest on the notes is
computed on the basis of an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International Capital Market Association) day count convention. The principal of each
note payable at maturity or earlier redemption will be paid against presentation and surrender of the notes at the office or agency maintained for such purpose in London, initially the
corporate trust office of the Paying Agent, located at One Canada Square, London E14 3AL, United Kingdom, in Sterling or, in the event the notes are redenominated into Euro, Euro.
For purposes of the notes, “business day” means any day other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or London are
authorized or required by law, regulation or executive order to close and, (2) in the event that any payment by us of the principal of, and premium, if any, and interest on, the notes is
to be made in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, is open.
4
The notes are senior unsecured obligations of the Issuer and rank equally with each other and with all of the Issuer’s other unsecured senior indebtedness outstanding from time to
time. The notes are fully and unconditionally guaranteed by the Company. Such guarantees of the notes are the Company’s senior unsecured obligation. The notes are not guaranteed
by Welltower OP’s subsidiaries. The notes are effectively subordinated to the Issuer’s secured indebtedness to the extent of the assets securing such indebtedness and to all liabilities
of the Issuer’s subsidiaries. The Issuer’s subsidiaries are separate legal entities and have no obligation to pay any amounts due pursuant to the notes.
Issuance in Sterling
Initial holders were required to pay for the notes in Sterling, and principal, premium, if any, and interest payments in respect of the notes are payable in Sterling or, if the United
Kingdom adopts Euro as its lawful currency, in Euro.
If Sterling or, in the event the notes are redenominated into Euro, Euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or, in
the event the notes are redenominated into Euro, the Euro is no longer used by the member states of the European Monetary Union that have adopted the Euro as their currency or for
the settlement of transactions by public institutions within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until Sterling or
Euro, as the case may be, is again available to us or so used. In such case, the amount payable on any date in Sterling or, in the event the notes are redenominated into Euro, Euro will
be converted into U.S. dollars on the basis of the market exchange rate (as defined below) as determined by us in our sole discretion. Any payment in respect of the notes so made in
U.S. dollars will not constitute an event of default under the Indenture. Neither the Trustee nor the Paying Agent shall be responsible for obtaining exchange rates, effecting
conversions or otherwise handling redenominations.
The “market exchange rate” means the noon buying rate in The City of New York for cable transfers of Sterling or Euro, as the case may be, as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New York.
Certain Covenants
Except as permitted and described below under “Merger, Consolidation or Sale of Assets,” the Issuer has agreed to do all things necessary to preserve and keep its existence, rights
and franchises, provided that it is in its best interests for the conduct of business.
To the extent permitted by law, we have agreed to file all annual, quarterly and other reports and financial statements with the Securities and Exchange Commission (“SEC”) and the
trustee on or before the applicable SEC filing dates whether or not we remain required to do so under the Exchange Act.
The notes are not secured by a mortgage, pledge or other lien. The Issuer covenants in the Supplemental Indentures not to pledge or otherwise subject to any Lien, any of its property
or assets or those of its subsidiaries unless the notes are secured by such pledge or Lien equally and ratably with all other obligations secured thereby so long as such other obligations
shall be so secured; provided, however, that such covenant does not apply to Liens securing obligations which do not in the aggregate at any one time outstanding exceed 40% of the
sum of (i) the Total Assets (as defined below) of the Issuer and its consolidated subsidiaries as of the end of the calendar year or quarter covered in our most recently filed Form 10-K
or Form 10-Q, as the case may be, prior to the incurrence of such additional Liens, and (ii) the purchase price of any real estate assets or mortgages receivable acquired, and the
amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce
Indebtedness), by the Issuer or any subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Liens. In
addition, this covenant does not apply to:
(a) Pledges or deposits by the Issuer or its subsidiaries under workers’ compensation laws, unemployment insurance laws, social security laws, or similar legislation, or
good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness of the Issuer or its subsidiaries), or leases to which the
Issuer or any of its subsidiaries is a party, or deposits to secure public or statutory obligations of the Issuer or its subsidiaries or deposits of cash or United States
Government Bonds to secure surety, appeal, performance or other similar bonds to which the Issuer or any of its subsidiaries is a party, or deposits as security for
contested taxes or import duties or for the payment of rent;
5
(b) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens, or Liens arising out of judgments or awards against the Issuer or any of
its subsidiaries which the Issuer or such subsidiary at the time shall be currently prosecuting an appeal or proceeding for review;
(c) Liens for taxes not yet subject to penalties for non-payment and Liens for taxes the payment of which is being contested in good faith and by appropriate proceedings;
(d) Minor survey exceptions, minor encumbrances, easements or reservations of, or rights of, others for rights of way, highways and railroad crossings, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties;
(e) Liens incidental to the conduct of the business of the Issuer or any of its subsidiaries or to the ownership of its or their respective properties that were not incurred in
connection with the Issuer’s or such subsidiary’s Indebtedness of, all of which Liens referred to in this clause (e) do not in the aggregate materially impair the value
of the properties to which they relate or materially impair their use in the operation of the business taken as a whole of the Issuer and its subsidiaries, and as to all of
the foregoing referenced in clauses (a) through (e), only to the extent arising and continuing in the ordinary course of business;
(f) Purchase money Liens on property acquired or held by the Issuer or its subsidiaries in the ordinary course of business, securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of such property; provided, that (i) any such Lien attaches concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the Indebtedness secured thereby does
not exceed 100% of the cost of such property, and (iv) the aggregate amount of all such Indebtedness on a consolidated basis for the Issuer and its subsidiaries shall
not at any time exceed $1,000,000;
(g) Liens existing on the Issuer’s balance sheet as of December 31, 2001; and
(h) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (a)
through (g) inclusive; provided, however, that the amount of any and all obligations and Indebtedness secured thereby shall not exceed the amount thereof so
secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of
the property which secured the Lien so extended, renewed or replaced (plus improvements on such property).
The Issuer also covenants in the Supplemental Indentures that it will not create, assume, incur, or otherwise become liable in respect of, any Indebtedness if the aggregate outstanding
principal amount of Indebtedness of the Issuer and its consolidated subsidiaries is, at the time of such creation, assumption or incurrence and after giving effect thereto and to any
concurrent transactions, greater than 60% of the sum of (i) the Total Assets of the Issuer and its consolidated subsidiaries as of the end of the calendar year or quarter covered in our
most recently filed Form 10-K or Form 10-Q, as the case may be, prior to the incurrence of such additional Indebtedness and (ii) the purchase price of any real estate assets or
mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages
receivable or used to reduce Indebtedness), by the Issuer or any subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence
of such additional Indebtedness.
The Issuer also covenants in the Supplemental Indentures that it will have or maintain, on a consolidated basis, as of the last day of each fiscal quarter, Interest Coverage (as defined
below) of not less than 150%.
Finally, the Issuer covenants in the Supplemental Indentures that it will maintain, at all times, Total Unencumbered Assets (as defined below) of not less than 150% of the aggregate
outstanding principal amount of the Unsecured Debt (as defined below) of the Issuer and its subsidiaries on a consolidated basis.
6
For purposes of the foregoing covenants, the defined terms have the following meanings:
“Capital Lease”—means at any time any lease of property, real or personal, which, in accordance with GAAP (as defined below), would at such time be required to be
capitalized on a balance sheet of the lessee.
“Capitalized Lease Obligations”—means as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) real and/or personal property which obligations are required to be classified and accounted for as a Capital Lease on a balance sheet of such Person under GAAP.
“Cash”—means as to any Person, such Person’s cash and cash equivalents, as defined in accordance with GAAP consistently applied.
“EBITDA”—means for any period, with respect to the Issuer and its subsidiaries on a consolidated basis, determined in accordance with GAAP, the sum of net income (or
net loss) for such period plus, the sum of all amounts treated as expenses for: (a) interest, (b) depreciation, (c) amortization, and (d) all accrued taxes on or measured by income to the
extent included in the determination of such net income (or net loss); provided, however, that net income (or net loss) shall be computed without giving effect to extraordinary losses
or gains.
“Funded Indebtedness”—means as of any date of determination thereof, (a) all Indebtedness of any Person, determined in accordance with GAAP, which by its terms
matures more than one year after the date of calculation, and any such Indebtedness maturing within one year from such date which is renewable or extendable at the option of the
obligor to a date more than one year from such date, and (b) the current portion of all such Indebtedness.
“GAAP”—means generally accepted accounting principles of the United States.
“Indebtedness”—means with respect to any Person, all: (a) liabilities or obligations, direct and contingent, which in accordance with GAAP would be included in
determining total liabilities as shown on the liability side of a balance sheet of such Person at the date as of which Indebtedness is to be determined, including, without limitation,
contingent liabilities that in accordance with such principles, would be set forth in a specific dollar amount on the liability side of such balance sheet, and Capitalized Lease
Obligations of such Person; (b) liabilities or obligations of others for which such Person is directly or indirectly liable, by way of guaranty (whether by direct guaranty, suretyship,
discount, endorsement, take-or-pay agreement, agreement to purchase or advance or keep in funds or other agreement having the effect of a guaranty) or otherwise; (c) liabilities or
obligations secured by Liens on any assets of such Person, whether or not such liabilities or obligations shall have been assumed by it; and (d) liabilities or obligations of such Person,
direct or contingent, with respect to letters of credit issued for the account of such Person and bankers acceptances created for such Person.
“Interest Coverage”—means as of the last day of any fiscal quarter, the quotient, expressed as a percentage (which may be in excess of 100%), determined by dividing
EBITDA by Interest Expense; all of the foregoing calculated by reference to the immediately preceding four fiscal quarters ending on such date of determination.
“Interest Expense”—means for any period, on a combined basis, the sum of all interest paid or payable (excluding unamortized debt issuance costs) on all items of
Indebtedness outstanding at any time during such period.
“Lien”—means any mortgage, deed of trust, pledge, security interest, encumbrance, lien, claim or charge of any kind (including any agreement to give any of the foregoing),
any conditional sale or other title retention agreement, any lease in the nature of any of the foregoing, and the filing of or agreement to give any financing statement under the Uniform
Commercial Code of any jurisdiction.
“Person”—means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, or government or any political
subdivision thereof.
“Total Assets”—means on any date, consolidated total assets of the Issuer and its subsidiaries, as such amount would appear on the Issuer’s consolidated balance sheet
prepared as of such date in accordance with GAAP.
7
“Total Unencumbered Assets”—means on any date, net real estate investments (valued on a book basis) of the Issuer and its subsidiaries that are not subject to any Lien
which secures indebtedness for borrowed money by the Issuer and its subsidiaries plus, without duplication, loan loss reserves relating thereto, accumulated depreciation thereon plus
Cash, as all such amounts would appear on the Issuer’s consolidated balance sheet prepared as of such date in accordance with GAAP; provided, however, that “Total Unencumbered
Assets” does not include net real estate investments under unconsolidated joint ventures of the Issuer and of its subsidiaries.
“Unsecured Debt”—means Funded Indebtedness less Indebtedness secured by Liens on the property or assets of the Issuer and its subsidiaries.
Discharge, Defeasance and Covenant Defeasance
Discharge. We may discharge some obligations to holders of any series of debt securities that either have become due and payable or will become due and payable within
one year, or scheduled for redemption within one year, by irrevocably depositing with the trustee, in trust, funds in the applicable currency in an amount sufficient to pay the debt
securities, including any premium and interest.
Defeasance and Covenant Defeasance. We, at our option (a), will be discharged from any and all obligations in respect of the notes (except for certain obligations to issue
definitive notes in exchange for temporary notes, to register the transfer or exchange of the notes, to replace destroyed, stolen, lost or mutilated notes, and to maintain an office or
agency in respect of the notes and hold moneys for payment in trust) or (b) will be released from our obligations to comply with certain of the covenants provided for in the Indenture,
including but not limited to those that are specified under “Certain Covenants” above with respect to the notes, and the occurrence of an event of default with respect to any such
covenants and including those events of default described below under “Events of Default” shall no longer be an event of default if, in either case, the Issuer irrevocably deposits with
the Trustee, in trust, money or United Kingdom government obligations that through payment of interest thereon and principal thereof in accordance with their terms will provide
money in an amount sufficient to pay all of the principal of (and premium, if any) and any interest on the notes on the dates such payments are due (which may include one or more
redemption dates designated by us) in accordance with the terms of such notes.
Such a trust may only be established if, among other things, (a) no event of default or event which with the giving of notice or lapse of time, or both, would become an event of
default under the Indenture shall have occurred and be continuing on the date of such deposit, and (b) the Issuer shall have delivered an opinion of counsel to the effect that the
holders of the notes of such series will not recognize gain or loss for United States federal income tax purposes as a result of such deposit or defeasance and will be subject to United
States federal income tax in the same manner as if such defeasance had not occurred. In the event we omit to comply with our remaining obligations under the Indenture after a
defeasance of the Indenture with respect to the notes and the notes are declared due and payable because of the occurrence of any undefeased event of default, the amount of money
and United Kingdom government obligations on deposit with the Trustee may be insufficient to pay amounts due on the notes at the time of the acceleration resulting from such event
of default. However, we will remain liable in respect of such payments.
Sinking Fund
The notes are not entitled to any sinking fund payments.
Optional Redemption
The notes may be redeemed at the Issuer’s option, at any time in whole or from time to time in part, at a redemption price, as determined by the Issuer, equal to the sum of (i) the
principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (ii) the Make-Whole
Amount, if any; provided, however, that if the Issuer redeems the notes 90 or fewer days prior to the maturity date, the redemption price will equal 100% of the principal amount of
the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date.
If notice has been given as provided in the Indenture and funds for the redemption of any notes (or any portion of the notes) called for redemption shall have been made available on
the redemption date referred to in such notice, such notes (or any portion of the notes) will cease to bear interest on the redemption date specified in such notice and the only right of
the holders of the notes will be to receive payment of the redemption price.
8
Notice of any optional redemption of any notes (or any portion of the notes) will be transmitted to holders as shown in the security register for such notes, not more than 60 nor less
than 30 days prior to the redemption date in the case of the 2028 Notes and not more than 30 nor less than 15 days prior to the redemption date in the case of the 2034 Notes. The
notice of redemption will specify, among other items, the redemption price and the principal amount of the notes held by such holder to be redeemed.
The Issuer will notify the Trustee at least 60 business days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) in the case of the 2028 Notes
and 5 business days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) in the case of the 2034 Notes of the aggregate principal amount of
such notes to be redeemed and their redemption date. If less than all of the notes are to be redeemed at the Issuer’s option, the Trustee shall select, in such manner as it shall deem fair
and appropriate, the notes to be redeemed in whole or in part and in accordance with the procedures of the applicable depositary.
As used herein:
“Comparable Government Bond Rate”—means the price, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards), at which the gross
redemption yield on the notes, if they were to be purchased at such price on the third business day prior to the date fixed for redemption or the date of accelerated payment, would be
equal to the gross redemption yield on such business day of the Comparable Government Bond (as defined below) on the basis of the middle market price of the Comparable
Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by the Issuer.
“Comparable Government Bond”—means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected
by the Issuer, a United Kingdom government bond whose maturity is closest to the maturity of the notes, or if such independent investment bank in its discretion considers that such
similar bond is not in issue, such other United Kingdom government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in,
United Kingdom government bonds selected by such independent investment bank, determine to be appropriate for determining the Comparable Government Bond Rate.
“Make-Whole Amount”—means, in connection with any optional redemption or accelerated payment of any notes, the excess, if any, of (i) the aggregate present value, as of
the date of such redemption or accelerated payment of each pound Sterling of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of
redemption or accelerated payment) that would have been payable in respect of each such pound Sterling if such redemption or accelerated payment had not been made, determined
by discounting, on an annual basis (ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International Capital Market Association)), such principal and interest at the
Reinvestment Rate (as defined below) from the respective dates on which such principal and interest would have been payable if such redemption or accelerated payment had not
been made, to the date of redemption or accelerated payment, over (ii) the aggregate principal amount of the notes being redeemed or paid.
“Reinvestment Rate”—means the Comparable Government Bond Rate plus 0.30%.
The notes are also subject to redemption prior to maturity if certain events occur involving United States taxation. If any of these special tax events do occur, the notes may be
redeemed at a redemption price of 100% of their principal amount plus accrued and unpaid interest to, but not including, the redemption date. See “Redemption for Tax Reasons.”
Payment of Additional Amounts
All payments in respect of the notes will be made by or on behalf of us without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein, unless such withholding or deduction is required by law.
If such withholding or deduction is required by law, we will pay to a holder who is not a United States person (as defined below) such additional amounts on the notes as are
necessary in order that the net payment by us or a paying agent of the principal of, and Make-Whole Amount, if any, and interest on, the notes to such holder, after such withholding
or deduction will not be less than the amount provided in the notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not
apply:
9
(1) to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary, member or shareholder of
the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being
considered as:
(a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States or having or
having had a qualified business unit which has the U.S. dollar as its functional currency;
(b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any
payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being or having been a citizen or resident
of the United States;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States
or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the Internal Revenue Code of 1986, as amended (the
“Code”), or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(2) to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the
extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been
entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the
payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification,
identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial
owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to
which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
(5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation
that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
(7) to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or
introduced in order to conform to, any European Union Directive on the taxation of savings;
(8) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such
payment can be made without such withholding by at least one other paying agent;
10
(9) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any Note, where presentation is
required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(10) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and
pronouncements (the Foreign Account Tax Compliance Act) or any successor provisions and any regulations or official law, agreement or interpretations thereof or
any regulations implementing an intergovernmental approach thereto; or
(11) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).
The notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the notes. Except as specifically provided under
this heading “Payment of Additional Amounts,” we will not be required to make any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by
any government or a political subdivision or taxing authority of or in any government or political subdivision.
As used under this heading “Payment of Additional Amounts” and under the heading “Redemption for Tax Reasons,” the term “United States” means the United States of America
(including the states and the District of Columbia and any political subdivision thereof), and the term “United States person” means any individual who is a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United
States or the District of Columbia, including an entity treated as a corporation for United States income tax purposes, or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority thereof or therein),
or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or
becomes effective, we become or, based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay additional amounts as described herein
under the heading “Payment of Additional Amounts” with respect to the notes, then the Issuer may at any time at its option redeem, in whole, but not in part, the notes on not less
than 30 nor more than 60 days’ prior notice to the holders of the notes, at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with
accrued and unpaid interest on the notes to, but not including, the redemption date.
Book-Entry Delivery and Settlement
The notes are represented by one or more fully registered global notes. Each such global note was deposited with, or on behalf of, a common depositary for, and in respect of interests
held through, Euroclear and Clearstream. Except as described herein, certificates will not be issued in exchange for beneficial interests in the global notes. Except as set forth below,
the global notes may be transferred, in whole and not in part, only to Euroclear or Clearstream or their respective nominees. Beneficial interests in the global notes will be
represented, and transfers of such beneficial interests will be effected, through accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants
in Euroclear or Clearstream. Investors may hold their interests in the global notes through Clearstream or Euroclear, either as a participant in such systems or indirectly through
organizations which are participants in such systems. Book-entry interests in the notes and all transfers relating to the notes will be reflected in the book-entry records of Clearstream
and Euroclear. Those beneficial interests will be in denominations of £100,000 and integral multiples of £1,000 in excess thereof.
Except as provided below, owners of beneficial interests in the global notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive
physical delivery of the notes in definitive form and will not be considered the owners or holders of the notes under the Indenture, including for purposes of receiving any reports
delivered by us or the Trustee pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a note must rely on the procedures of the clearing systems and, if
such person is not a participant of the clearing systems, on the procedures of the participant through which such person owns its interest,
11
in order to exercise any rights of a holder of notes. So long as the common depositary for Euroclear and Clearstream is the registered owner of the global notes, the common
depositary for all purposes will be considered the sole holder of the notes represented by the global notes under the Indenture and the global notes.
Exchange of Global Notes for Certificated Notes
Subject to certain conditions, the notes represented by the global notes are exchangeable for certificated notes in definitive form of like tenor in minimum denominations of £100,000
principal amount and multiples of £1,000 in excess thereof if:
(1) the common depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for the global notes and the Issuer fails to appoint a
successor depositary within 90 calendar days;
(2) the Issuer, at its option, notify the Trustee in writing that the Issuer elects to cause the issuance of certificated notes; or
(3) there has occurred and is continuing an event of default with respect to the notes.
Any note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and registered in such names as the common depositary shall
direct (in accordance with its customary procedures). Subject to the foregoing, a global note is not exchangeable, except for a global note of the same aggregate denomination to be
registered in the name of the common depositary (or its nominee).
Events of Default
Each of the following events is defined in the Base Indenture as an “event of default” for any series of debt securities:
•
•
•
•
•
•
•
We do not pay the principal or any premium on a debt security of that series within 30 days after its maturity date.
We do not pay interest on a debt security of that series within 30 days after its due date.
We do not deposit any sinking fund payment for that series within 30 days after its due date.
We remain in breach of any other term of the applicable indenture (other than a term added to the indenture solely for the benefit of another series) for 60 days after
we receive a written notice of default from the trustee or holders of at least a majority in principal amount of debt securities of the affected series specifying the
breach and requiring it to be remedied.
We default under any of our other indebtedness in specified amounts after the expiration of any applicable grace period, which default results in the acceleration of
the maturity of such indebtedness. Such default is not an event of default if the other indebtedness is discharged, or the acceleration is rescinded or annulled, within
a period of 10 days after we receive a written notice from the trustee or holders of at least a majority in principal amount of debt securities of the affected series
specifying the default and requiring that we discharge the other indebtedness or cause the acceleration to be rescinded or annulled.
We or one of our “significant subsidiaries,” if any, files for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur. The term
“significant subsidiary” means each of our significant subsidiaries, if any, as defined in Regulation S-X under the Securities Act of 1933, as amended.
Any other event of default described in the applicable prospectus supplement occurs.
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In addition to the events of default in the Base Indenture, the following constitute events of default under the Supplemental Indentures:
•
•
•
We do not pay the principal or any premium on the notes at their maturity date.
We default under any of our other indebtedness in an aggregate principal amount exceeding $10,000,000 after the expiration of any applicable grace period, which
default results in the acceleration of the maturity of such indebtedness. Such default is not an event of default if the other indebtedness is discharged, or the
acceleration is rescinded or annulled, within a period of 10 days after we receive notice specifying the default and requiring that we discharge the other indebtedness
or cause the acceleration to be rescinded or annulled. Either the Trustee or the holders of more than 50% in principal amount of the outstanding notes may send the
notice.
The entry by a court of competent jurisdiction of one or more judgments, orders or decrees against us or any of our subsidiaries in an aggregate amount (excluding
amounts fully covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate
amount (excluding amounts fully covered by insurance) in excess of $10,000,000 for a period of 30 consecutive days.
If an event of default has occurred and has not been cured, the trustee or the holders of at least a majority in principal amount of the debt securities of the affected series may declare
the entire principal amount of all the debt securities of that series to be due and immediately payable. If an event of default occurs because of certain events in bankruptcy, insolvency
or reorganization, the principal amount of all the debt securities of that series will be automatically accelerated, without any action by the trustee or any holder. At any time after the
trustee or the holders have accelerated any series of debt securities, but before a judgment or decree for payment of the money due has been obtained, the holders of at least a
majority in principal amount of the debt securities of the affected series may, under certain circumstances, rescind and annul such acceleration.
The trustee will be required to give notice to the holders of debt securities within 90 days after a default under the applicable indenture unless the default has been cured or waived.
The trustee may withhold notice to the holders of any series of debt securities of any default with respect to that series, except a default in the payment of the principal of or interest on
any debt security of that series, if specified responsible officers of the trustee in good faith determine that withholding the notice is in the interest of the holders.
Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the applicable indenture at the request of any holders unless
the holders offer the trustee reasonable protection from expenses and liability. We refer to this as an “indemnity.” If reasonable indemnity satisfactory to it is provided, the holders of
a majority in principal amount of the outstanding securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the applicable indenture, subject to certain limitations.
Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities,
the following must occur:
•
•
•
you must give the trustee written notice that an event of default has occurred and remains uncured;
the holders of at least a majority in principal amount of all outstanding securities of the relevant series must make a written request that the trustee take action
because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
the trustee must have not taken action for 60 days after receipt of the notice and offer of indemnity.
However, you are entitled at any time to bring a lawsuit for the payment of money due on your security after its due date.
Every year we will furnish to the trustee a written statement by certain of our officers certifying that to their knowledge we are in compliance with the applicable indenture, or else
specifying any default.
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Merger, Consolidation or Sale of Assets
Under the Indenture, we are permitted to consolidate or merge with another company. In addition, we are permitted to sell substantially all of our assets to another company, or to buy
substantially all of the assets of another company. However, we may not take any of these actions unless the following conditions are met:
•
•
if we merge out of existence or sell our assets, the other company must be an entity organized under the laws of one of the states of the United States or the District
of Columbia or under United States federal law and must agree to be legally responsible for our debt securities; and
immediately after the merger, sale of assets or other transaction, we may not be in default on the debt securities. A default for this purpose would include any event
that would be an event of default if the requirements regarding notice of default or continuing default for a specific period of time were disregarded.
Modification of an Indenture
There are three types of changes we can make to the Indenture and the debt securities:
Changes Requiring Your Approval. First, there are changes we cannot make to your debt securities without your specific approval. The following is a list of those types of
changes:
•
•
•
•
•
•
•
•
•
change the stated maturity of the principal or interest on a debt security;
reduce any amounts due on a debt security;
reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default;
change the currency of payment on a debt security;
impair your right to sue for payment;
modify the subordination provisions, if any, in a manner that is adverse to you;
reduce the percentage of holders of debt securities whose consent is needed to modify or amend an indenture or to waive compliance with certain provisions of an
indenture;
reduce the percentage of holders of debt securities whose consent is needed to waive past defaults or change certain provisions of the indenture relating to waivers
of default; or
waive a default or event of default in the payment of principal, interest, or premium, if any, on the debt securities.
Changes Requiring a Majority Vote. The second type of change is the kind that requires the vote of holders of debt securities owning a majority of the principal amount of
the particular series affected. Most changes fall into this category, except for clarifying changes and certain other changes that would not materially adversely affect holders of the
debt securities. We require the same vote to obtain a waiver of a past default; however, we cannot obtain a waiver of a payment default or any other aspect of an indenture or the debt
securities listed in the first category described above under “Changes Requiring Your Approval” unless we obtain your individual consent to the waiver.
Changes Not Requiring Approval. The third type of change does not require any vote by holders of debt securities. This type is limited to clarifications and certain other
changes that would not materially adversely affect holders of the debt securities.
Further Details Concerning Voting . Debt securities are not considered outstanding, and therefore the holders of debt securities are not eligible to vote on matters relating
thereto, if we have deposited or set aside in trust for such holders money for payment or redemption of debt securities or if we or one of our affiliates own the debt securities. The
holders of debt securities are also not eligible to vote if the debt securities have been fully defeased.
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EXHIBIT 10.3
Welltower Inc.
Non-Employee Director Compensation
Effective January 1, 2024
For each calendar year, each non-employee member of the Board of Directors of Welltower Inc. (the “Company”) will receive an annual retainer of $100,000, payable in equal
quarterly installments. If there is a non-employee director serving as the Chair of the Board, such individual will receive an additional retainer of $250,000. Each non-employee
member of the Executive Committee will receive an additional retainer of $7,500. Additionally, the chairs of the Audit Committee, the Compensation Committee, the
Nominating/Corporate Governance Committee and the Investment Committee will receive committee chair retainers of $35,000, $30,000, $25,000 and $30,000, respectively. The
members of the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Investment Committee who are not the chairs of those
committees will receive committee retainers of $17,500, $15,000, $12,500 and $15,000, respectively. Meeting fees of $1,500 per meeting will be paid to attending non-employee
members of the Board for Board meetings in excess of eight meetings in a calendar year. Also, meeting fees of $1,000 per meeting will be paid to attending non-employee members
of a committee for committee meetings in excess of eight meetings in a calendar year.
Each of the non-employee directors will receive, in each calendar year, a grant of deferred stock units with a value of $200,000, pursuant to the Company’s 2022 Long-Term
Incentive Plan. The deferred stock units will be convertible into shares of common stock of the Company on the anniversary of the date of the grant. Recipients of the deferred stock
units also will be entitled to dividend equivalent rights, which may be paid in additional shares of the Company’s common stock if a director elects. Directors shall have the right to
defer receipt of any deferred stock units until after the time of vesting, but no later than 11 years after the vesting date.
Any cash compensation may be deferred into the Nonqualified Deferred Compensation Plan or may be taken in the form of a deferred stock unit grant and combined with the
annual deferred stock unit of $200,000. Any stock compensation may be taken in the form of deferred stock units or profits interests in the Company’s operating subsidiary, which is
a limited liability company.
WELLTOWER INC. 2022 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT AGREEMENT (TIME-BASED)
GRANT NOTICE
EXHIBIT 10.13(d)
1.
Grant of Restricted Stock Units. Welltower Inc., a Delaware corporation (the “Corporation”), hereby grants (the “Grant”) to #ParticipantName# (the
“Participant”) a total of #GrantCustom1# restricted stock units with respect to shares of the Corporation’s common stock, $1.00 par value per share (the “Restricted Stock Units”),
as of #GrantDate# (the “Date of Grant”).
2.
Vesting; When Restricted Stock Units Vest. The Restricted Stock Units (or “RSUs”) shall vest as follows:
DATE
NUMBER OF UNITS THAT BECOME VESTED
01/15/2025 (“Initial Vesting Date”)
#GrantCustom2# units
01/15/2026
01/15/2027
01/15/2028
#GrantCustom3# units
#GrantCustom4# units
#GrantCustom5# units
in annual installments on the subsequent anniversaries of such Initial Vesting Date, or at such earlier time pursuant to Section 5 of the Terms and Conditions (as defined
below). With respect to RSUs described in (a) or (b) above, in the absence of any accelerated vesting under Section 5 of the Terms and Conditions, the following numbers of
units shall vest on the following dates:
3.
Incorporation by Reference. The Corporation and the Participant acknowledge and agree that this Grant Notice shall incorporate by reference all terms and
conditions set forth in the following attached Restricted Stock Unit Terms and Conditions (the “Terms and Conditions”).
4.
Acknowledgement and Agreement. The Participant shall acknowledge and agree to the terms and conditions of this Grant Notice and the Terms and Conditions
by e-signature, email or other form of electronic confirmation. The Participant’s failure to complete such acknowledgement and agreement shall not affect the Date of Grant but may
affect the Participant’s ability to receive shares of the Corporation’s common stock.
5.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
PARTICIPANT WELLTOWER INC.
By: #Signature# By://Matthew G. McQueen
Name: #ParticipantName# Name: Matthew G. McQueen
Title: EVP, General Counsel & Corporate Secretary
These Restricted Stock Unit Terms and Conditions (the “Terms and Conditions”) shall apply to each grant of Restricted Stock Units (as defined in the attached Grant
Notice) by Welltower Inc., a Delaware corporation (the “Corporation”), to the Participant (as defined in the Grant Notice).
RECITALS:
RESTRICTED STOCK UNIT
TERMS AND CONDITIONS
A.
B.
The Participant is an employee of the Corporation.
The Corporation adopted the Welltower Inc. 2022 Long-Term Incentive Plan (the “Plan”) in order to provide select officers and key employees with incentives to
achieve long-term corporate objectives. Capitalized terms used without definitions in these Terms and Conditions or in the Grant Notice shall have the meaning given to those terms
in the Plan.
C.
The Compensation Committee of the Corporation’s Board of Directors (the “Committee”) has decided that the Participant should be granted Restricted Stock Units
subject to time-based vesting conditions, on the terms and conditions set forth in the Grant Notice and these Terms and Conditions and in accordance with the terms of the Plan.
D.
The Restricted Stock Units granted to the Participant shall be payable in shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”),
upon the satisfaction of the conditions set forth below and in accordance with the terms of the Plan.
E.
The grant of the Restricted Stock Units has been made by the Corporation in consideration of the past and future services provided by the Participant to the
Corporation and the various covenants and agreements contained in the Grant Notice and these Terms and Conditions.
1.
Grant of Restricted Stock Units. The Corporation has granted to the Participant the Restricted Stock Units, subject to the transfer restrictions, vesting schedule
and other conditions set forth in the Grant Notice, these Terms and Conditions and the Plan. Upon vesting, the Restricted Stock Units shall become issuable in shares of Common
Stock. The Participant shall not be required to provide the Corporation with any payment (other than the Participant’s past and future services to the Corporation) in exchange for such
Restricted Stock Units or in exchange for the issuance of shares of Common Stock upon the vesting and settlement of such Restricted Stock Units.
Vesting; When Restrictions Lapse. Section 2 of the Grant Notice contains the schedule for vesting and lapse of restrictions with respect to the Restricted Stock
Restrictions on Delivery of Shares of Common Stock.
(a)
The Participant shall not be entitled to the issuance of shares of Common Stock until such Restricted Stock Units have become vested. Further, the
Participant shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) until the shares of Common
Stock are issued to the Participant. The Corporation shall pay in cash to the Participant an amount equal to the dividends and other distributions paid on a Share (multiplied by the
number of Restricted Stock Units then outstanding under this Grant) for which the record date occurred on or after the date that such Restricted Stock Units were granted and prior to
the date on which shares of Common Stock are issued to the Participant (excluding dividends and distributions paid in the form of additional Shares).
(b)
The Restricted Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant, and the underlying
shares of Common Stock potentially issuable to the Participant under the Grant Notice and these Terms and Conditions may not be sold, transferred, assigned, pledged or otherwise
encumbered by the Participant until such shares are so issued and cease to be subject to a risk of forfeiture or as otherwise permitted by the Plan or the Committee or its duly
authorized delegate. Any attempt to dispose of the Participant’s Restricted Stock Units or shares of Common Stock issued thereunder in a manner contrary to the restrictions set forth
in the Grant Notice and these Terms and Conditions and the Plan, except as authorized by the Committee or its duly authorized delegate, shall be ineffective, null and void.
2
Units.
2.
3.
(c)
with the following restrictive covenants.
As a condition of receiving the Grant, whether or not the Participant receives any payment or other benefit under the Grant, the Participant shall comply
(i)
Protection of Confidential Information. Participant, both during employment with the Corporation and thereafter, shall not, directly or indirectly,
disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below)
except as may be required for Participant to perform in good faith his or her job responsibilities to the Corporation while employed by the Corporation. Upon Participant’s
termination of employment, Participant shall return to the Corporation all Confidential Information and shall not retain any Confidential Information in Participant’s
possession that is in written or other tangible form and shall not furnish any such Confidential Information to any third party, except as provided herein. Notwithstanding the
foregoing, this Section 3(c)(i) shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to Participant, (ii) becomes publicly known or
available thereafter other than by any means in violation of this Section 3(c) or any other duty owed to the Corporation by Participant, (iii) is lawfully disclosed to Participant
by a third party, or (iv) is required to be disclosed by law or by any court, arbitrator or administrative or legislative body with actual or apparent jurisdiction to order
Participant to disclose or make accessible any information or is voluntarily disclosed by Participant to law enforcement or other governmental authorities. Furthermore, in
accordance with the Defend Trade Secrets Act of 2016, Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of
a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. As used in this Grant, “Confidential Information” means, without limitation, any nonpublic confidential or proprietary information disclosed to Participant or known by
Participant as a consequence of or through Participant’s relationship with the Corporation, in any form, including electronic media. Confidential Information also includes,
but is not limited to, the Corporation’s business plans and financial information, marketing plans, and business opportunities. Nothing herein shall limit in any way any
obligation Participant may have relating to Confidential Information under any other agreement, promise or duty to the Corporation.
(i)
(ii)
(iii)
Non-Competition.
(ii)
In the course of the performance of Participant’s job responsibilities for the Corporation, Participant has obtained and will continue to obtain extensive and
valuable knowledge and information concerning the Corporation’s business (including confidential information relating to the Corporation and its
operations, intellectual property, assets, contracts, customers, personnel, plans, marketing plans, research and development plans and prospects).
Accordingly, during employment with the Corporation and for the applicable Restricted Period (as defined below) following Participant’s termination of
employment, Participant will not engage in any business activities on behalf of any enterprise which competes with the Corporation or any of its affiliates
in the business of (i) ownership or operation of Health Care Facilities (as defined below); (ii) investment in or lending to Health Care Facilities (including
to an owner or developer of Health Care Facilities); (iii) management of Health Care Facilities; or (iv) provision of any consulting, advisory, research or
planning or development services to Health Care Facilities.
As used in this Grant, “Restricted Period” means a period of one year for a Participant holding the title of Senior Vice President or above at the time of
termination of employment and a period of six (6) months for a Participant holding the title of Vice President at the time of termination of employment.
For any Participant holding a title below the level of Vice President (including but not limited to Assistant Vice President, Director or Manager), there
shall be no post-employment Restricted Period.
As used in this Grant, “Health Care Facilities” means any senior housing facilities or facilities used or intended primarily for the delivery of health care
services, including, without limitation, any active adult communities, independent living facilities, assisted living facilities, skilled nursing facilities,
inpatient rehabilitation facilities, ambulatory
3
(iv)
surgery centers, outpatient medical treatment facilities, medical office buildings, hospitals not excluded below, or any similar types of facilities or
enterprises, but in any event excluding acute care hospitals or integrated health care delivery systems that include acute care hospitals.
Participant will be deemed to be engaged in such competitive business activities if Participant participates in such a business enterprise as an employee,
officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a
publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities. If Participant
provides services to an enterprise that has some activities that compete with the Corporation or any of its affiliates in any area described above and other
activities that do not compete with the Corporation or any of its affiliates in any of the areas described above, then so long as Participant provides services
exclusively to the portion of such enterprise that does not compete with the Corporation and its affiliates, Participant will not be deemed to be engaged in
a competitive business activity as described in this Section 3(c)(ii).
(iii)
Non-Solicitation. During employment with the Corporation and for one year following the end of Participant’s employment with the Corporation,
Participant, to the fullest extent not prohibited by applicable law, directly or indirectly, individually or on behalf of any other person or entity, including Participant, will not
encourage, induce, attempt to induce, recruit, attempt to recruit, solicit or attempt to solicit or participate in any way in hiring or retaining for employment, contractor or
consulting opportunities anyone who is employed or providing full-time services as a consultant at that time by the Corporation or any subsidiary or affiliate of the
Corporation.
(iv)
Non-Disparagement. At all times during and following Participant’s employment with the Corporation, Participant will not make, or direct
anyone else to make on Participant’s behalf, any disparaging or untruthful remarks or statements, whether oral or written, about the Corporation, its operations or its
products, services, affiliates, officers, directors, employees, or agents, or issue any communication that reflects adversely on or encourages any adverse action against the
Corporation. Participant will not make any direct or indirect written or oral statements to the press, television, radio, on social media or to, on or through other media or other
external persons or entities concerning any matters pertaining to the business and affairs of the Corporation, its affiliates or any of its officers or directors. The restrictions
described in this paragraph shall not apply to any truthful statements made in response to a subpoena or other compulsory legal process or to law enforcement or other
governmental authorities.
(v)
Remedies. For the avoidance of doubt, any breach of any of the provisions in this Section 4 shall constitute a material breach by Participant.
Among the remedies that the Corporation may pursue in the event that such breach occurs prior to the occurrence of a Change in Corporate Control, a Grant (including any
vested portion of the Grant) and shares of Common Stock issued under this Grant to a Participant shall be subject to forfeiture in the event that a Participant breaches any
provision of Section 3(c) herein. Notwithstanding any other provision of this Grant, by becoming entitled to receive any payments or other benefits under this Grant,
Participant is deemed to have agreed that damages would be an inadequate remedy for the Corporation in the event of a breach or threatened breach by Participant of any of
Sections 3(c)(i) through 3(c)(iv), inclusive. In the event of any such breach or threatened breach, and without relinquishing any other rights or remedies that the Corporation
may have, including but not limited to the forfeiture or repayment by Participant of any payments or benefits otherwise payable or paid to Participant under this Grant, the
Corporation may, either with or without pursuing any potential damage remedies and without being required to post a bond, obtain from a court of competent jurisdiction,
and enforce, an injunction prohibiting Participant from violating this Section 3(c) and requiring Participant to comply with its provisions. The Corporation may present this
Section 3(c) to any third party with which Participant may have accepted employment, or otherwise entered into a business relationship, that the Corporation contends
violates this Section 3(c), if the Corporation has reason to believe Participant has or may have breached a provision of this Section 3(c).
4
4.
Issuance of Shares of Common Stock.
(a)
As soon as practicable after any of the Restricted Stock Units vest, such Restricted Stock Units shall be settled in shares of Common Stock. The date on
which such settlement of any Restricted Stock Units occurs shall be referred to herein as the “Issuance Date”. In no event shall the Issuance Date with respect to any vested Restricted
Stock Units be later than 74 days after the applicable vesting date or on such later date as provided by the Committee; provided that, in the case of a determination required by
Section 6 in connection with the end of the Participant’s employment, the Issuance Date shall generally be no later than 74 days after the date of the Participant’s termination of
employment or on such later date as provided by the Committee.
(b)
Except as otherwise provided in Section 7, the Corporation shall issue to the Participant (or the Participant’s estate or beneficiary, if applicable) a number
of shares of Common Stock equal to the vested portion of the Restricted Stock Units on the Issuance Date. In addition, on the Issuance Date, the Corporation shall pay in cash to the
Participant (or the Participant’s estate or beneficiary, if applicable) an amount equal to the Dividend Value (if any) multiplied by the number of shares of Common Stock issued
pursuant to this Section 4(b) or Section 6 on such date. For purposes hereof, “Dividend Value” shall mean the aggregate amount of unpaid dividends and other distributions paid on
one share of Common Stock for which the record date occurred on or after the Date of Grant set forth in the Grant Notice and prior to the date on which shares of Common Stock are
issued to the Participant (excluding dividends and distributions paid in the form of additional Shares of Common Stock).
5.
Tax Withholding. The Corporation shall have the authority to, and will, cause the required minimum tax withholding obligation (or such other rate that will not
cause an adverse accounting consequence or cost) to be satisfied by withholding a number of shares of Common Stock to be issued to the Participant with an aggregate Fair Market
Value that will satisfy the withholding amount due. The Corporation’s obligation to deliver stock certificates (or evidence of book entry) to the Participant is subject to and
conditioned on tax withholding obligations being satisfied by the Participant or through the Corporation’s exercise of its withholding authority under these Terms and Conditions and
the Plan.
6.
Termination of Employment; Change in Corporate Control.
(a)
(i) If while this Grant is outstanding, the Participant’s employment with the Corporation is involuntarily terminated for “Cause”, or if the Participant
voluntarily terminates his or her employment with the Corporation (other than after a Change in Corporate Control (as described in subsection (e) below) occurring after the Date of
Grant or as provided in subsections (c) or (d) below), any portion of the Restricted Stock Units that has not yet been settled in shares of Common Stock (whether or not then vested)
shall be forfeited.
(ii) “Cause” for termination of the Participant’s employment for purposes of Section 6 means (a) if the Participant is a party to an employment agreement
with the Corporation immediately prior to such termination, and “Cause” is defined therein, then “Cause” shall have the meaning set forth in such employment agreement, or (b) if
the Participant is not party to an employment agreement with the Corporation immediately prior to such termination or the Participant’s employment agreement does not define
“Cause,” then “Cause” shall mean: (i) negligence or willful misconduct by the Participant in connection with the performance of his or her material duties as an employee of the
Corporation or any Subsidiary; (ii) a breach by the Participant of any of his or her material duties as an employee of the Corporation or any Subsidiary, including but not limited to the
provisions of Section 3(c) herein; (iii) conduct by the Participant against the best interests of the Corporation or any Subsidiary, including but not limited to a material act of
embezzlement or misappropriation of corporate assets, or a material act of statutory or common law fraud against the Corporation, any Subsidiary or the employees of either the
Corporation or any Subsidiary; (iv) conviction of, or plea of nolo contendere to, any crime that is a felony, involves moral turpitude, or was committed in connection with the
performance of Participant’s job responsibilities for the Corporation; (v) indictment of the Participant of a felony or a misdemeanor involving moral turpitude and such indictment has
a material adverse effect on the interests or reputation of the Corporation or any Subsidiary; (vi) the intentional and willful failure by Participant to substantially perform his or her job
responsibilities to the Corporation (other than any such failure resulting from Participant’s incapacity due to physical or mental disability) after a demand for substantial performance
is made by the Corporation; (vii) the failure by Participant to satisfactorily perform his or her job responsibilities to the Corporation (other than any such failure resulting from
Participant’s incapacity due to physical or mental disability); or (viii) a breach by Participant of any of the Corporation’s policies and procedures, including but not limited to the
Corporation’s Code of Business Conduct & Ethics.
5
(b)
If the Participant’s employment is terminated involuntarily without Cause, including an involuntary termination without Cause as a result of the
Corporation’s election not to extend the term of the Participant’s employment agreement, vesting shall be accelerated and no Restricted Stock Units shall be forfeited. If the event of a
Change in Corporate Control, if the successor company (or a subsidiary thereof) does not assume, convert, continue or otherwise replace the Grant on proportionate and equitable
terms, vesting shall be accelerated and no Restricted Stock Units shall be forfeited.
shall be forfeited.
(c)
(d)
If the termination of the Participant’s employment occurs as a result of the Participant’s death, vesting shall be accelerated and no Restricted Stock Units
If the termination of the Participant’s employment occurs after a finding of the Participant’s Disability, or as a result of Retirement, vesting shall be
accelerated and no Restricted Stock Units shall be forfeited.
(e)
For purposes of this Section 6, if the Participant has an employment agreement, a “Change in Corporate Control” shall have the meaning set forth in the
Participant’s employment agreement. To the extent that there is a conflict between the definition set forth in the Participant’s employment agreement and the definition set forth in the
Plan, the definition of “Change in Corporate Control” set forth in the Participant’s employment agreement shall control. If the Participant does not have an employment agreement,
then “Change in Corporate Control” shall have the meaning set forth in the Plan.
7.
Securities Laws. The Corporation may from time to time impose such conditions on the vesting of the Restricted Stock Units, and/or the issuance of shares of
Common Stock upon vesting, as it deems necessary or advisable to ensure that any grant of the Restricted Stock Units and issuance of shares of Common Stock under these Terms
and Conditions, the Grant Notice and the Plan will satisfy the applicable requirements of all applicable laws, including applicable federal and state securities laws. Such conditions
may include, without limitation, the partial or complete suspension of the right to receive shares of Common Stock until the Common Stock has been registered under the Securities
Act of 1933, as amended. In all events, if the issuance of any shares of Common Stock is delayed by application of this Section 7, such issuance shall occur as soon as
administratively reasonable following the earliest date on which it would not violate applicable law.
8.
Grant Not to Affect Employment. None of the Grant Notice, these Terms and Conditions or the Grant of Restricted Stock Units shall confer upon the Participant
any right to continued employment with the Corporation. Neither the Grant Notice nor these Terms and Conditions shall in any way modify or restrict any rights the Corporation may
have to terminate such Participant’s employment.
9.
Adjustments to Award . In the event of any change or changes in the outstanding Common Stock, including by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, combination or any similar transaction, the Restricted Stock Units granted to the Participant under the Grant Notice and these Terms
and Conditions shall be adjusted by the Committee pursuant to the Plan in such manner as the Committee deems appropriate to prevent substantial dilution or enlargement of the
rights granted to the Participant.
10.
Miscellaneous.
same instrument.
(a)
(b)
The Grant Notice and these Terms and Conditions may be executed in one or more counterparts, all of which taken together will constitute one and the
The terms of the Grant Notice and these Terms and Conditions may be amended, modified or waived by the Corporation; provided, however, that the
Participant must consent to any amendment or modification (but not waiver) that adversely affect the Participant’s rights under the Grant.
of the Grant Notice or these Terms and Conditions and those of the Plan, the provisions of the Plan shall control.
(c)
The provisions of the Plan are hereby made a part of the Grant Notice and these Terms and Conditions. In the event of any conflict between the provisions
6
(d)
The Restricted Stock Units granted under this Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), under the exemption for “short-term deferrals” under Treasury Regulation Section 1.409A-1(b)(4), and shall be interpreted in a manner consistent
with the requirements for such exemption. To the extent that changes are necessary to ensure that the Restricted Stock Units and any related dividend equivalent rights comply with
any additional requirements for any exemption for which such Restricted Stock Units may be eligible that may be imposed by future IRS guidance on the application of Section 409A
of the Code, the Participant and the Corporation agree to cooperate and work together in good faith to timely amend Grant Notice or these Terms and Conditions so that the Restricted
Stock Units and dividend equivalent rights will not be treated as deferred compensation subject to the requirements of Section 409A of the Code.
The validity, performance, construction and effect of the Grant Notice and these Terms and Conditions shall be governed by the laws of the State of Ohio,
without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the
Delaware General Corporation Law.
(e)
7
Subsidiary Name
10 Sterling Drive NJ Owner LLC
100 Trich Drive LLC
100 West Queen Street PA Owner LLC
10040 Hillview Rd FL Owner LLC
1010 Carpenters Way FL Owner LLC
1010-1090 Old Des Peres Road LLC
10225 Old Ardrey Kell NC PropCo, LLC
1026 Albee Farm Rd FL Owner LLC
10475 Wilshire Boulevard Borrower, LLC
105 15th St E FL Owner LLC
10600 East 13th Street North, LLC
10605 Jog Road FL Propco LLC
10710 Charter Drive LLC
10800 Potomac Tennis Lane LLC
110 Perry Cate PropCo LLC
1111 Drury Lane FL Owner LLC
1120 West Donegan Avenue FL Owner LLC
11210 Robious Rd PropCo LLC
113 South Route 73 NJ Owner LLC
1133 Black Rock Road, LLC
1150 Tilton Drive CA Owner LLC
1190 Adams MA PropCo, LLC
12170 Cortez Blvd FL Owner LLC
1226 Rossmoor Parkway CA Owner LLC
12475 Lee Jackson Memorial Highway VA Owner LLC
125 Alma Boulevard FL Owner LLC
1250 La Venta Drive Community Medical LLC
1264 Lone Creek Drive Property Owner LLC
129th Avenue ALF, LLC
13075 Evening Creek Drive South, LLC
13th Street ALF, LLC
1445 Howell Ave FL Owner LLC
1450 Post Street CA Opco LLC
1450 Post Street CA Propco LLC
1465 Oakfield Dr FL Owner LLC
1490 Killingsworth PropCo LLC
150 Omni Lake Landlord LLC
150 Omni Lake Tenant LLC
1501 SE 24th Rd FL Owner LLC
1507 South Tuttle Avenue FL Owner LLC
1512 12th Avenue LLC
15204 W Colonial Drive FL Owner LLC
1526 Lombard Street PA Owner LLC
15430 Huebner Road Property Owner LLC
1574 Creekside Drive Folsom, LLC
1600 Matthew Drive FL Owner LLC
1640 Newport Blvd. LP
1650 Phillips Rd FL Owner LLC
1700 Bronson Way Tenant LLC
1719 Bellevue Avenue VA Owner LLC
1814 Roseland Boulevard LLC
1851 Elkcam Boulevard FL Owner LLC
18th Avenue ALF, LLC
1920-1940 Nerge Road Owner LLC
1975 Tice Valley Boulevard CA Owner LLC
EXHIBIT 21
Jurisdiction of Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Kansas
Delaware
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Kansas
Delaware
Delaware
2029 Westgate Drive PA Owner LLC
204 Frazier Court PropCo LLC
2125 Hilliard Road VA Owner LLC
216 Santa Barbara Blvd FL Owner LLC
220 North Clark Drive, LLC
2200 NW Myhre Road LLC
2323 N Casaloma Drive LLC
2333 N Brentwood Circle FL Owner LLC
235 Hanover Street LLC
2400 East Lincoln St PropCo LLC
2419 North Euclid Avenue Upland, LLC
2488 N California Street LLC
250 Marter Avenue NJ Owner LLC
2550 University Landlord LLC
2550 University Tenant LLC
267 Grand Cypress Landlord LLC
2721 Willow Street LP
27783 Center Drive LP
2800 Palo Parkway CO Owner LLC
2811 N.E. 139th Street WA Owner LLC
2851 Tampa Road FL Owner LLC
2870 Snouffer Landlord LLC
2870 Snouffer Tenant LLC
290 South Monaco Parkway CO Owner LLC
2916 Habana Way FL Owner LLC
2929 West Holcombe Boulevard, LLC
2939 S Haverhill Rd FL Owner LLC
2991 El Camino Real CA Opco LLC
2991 El Camino Real CA Propco LLC
29th Street ALF, LLC
300 St. Albans Drive, LP
3000 Windmill Road PA Owner LLC
3001 Palm Coast Pkwy FL Owner LLC
3001 South Congress Avenue FL Owner LLC
3011 North Center Road MI Owner LLC
303 West Lake Street LLC
3101 Ginger Dr FL Owner LLC
320 St. Albans Drive, LP
329 Exempla Circle CO Owner LLC
3330 Ehlmann PropCo LLC
33770 Bagley Landlord LLC
33770 Bagley Tenant LLC
3430 Brunswick Landlord LLC
3430 Brunswick Tenant LLC
3485 Davisville Road PA Owner LLC
35 Fenton Street, LLC
350 Town Center Way PropCo LLC
3535 Manchester Avenue Borrower, LLC
3535 N. Hall Street, LLC
3688 Veterans Memorial Drive LLC
370 N Weber Rd PropCo LLC
3735 Evans Ave FL Owner LLC
3800 Commerce Blvd. IA Owner LLC
3825 Countryside Boulevard FL Owner LLC
3865 Tampa Rd FL Owner LLC
3920 Rosewood Way FL Owner LLC
400 Barks Road West OH Owner LLC
400 N Washington Street VA Opco LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
400 N Washington Street VA Propco LLC
400 Polly Lane Landlord LLC
4000 San Pablo Parkway, LLC
405 Bedford LP
415 Bedford LP
416 Bedford LP
4206 Stammer Place, LLC
42400 W 12 Mile Rd PropCo LLC
4245 Glen Landlord LLC
428 Airport Blvd Landlord LLC
4310 Bee Cave Road, LLC
435 Bedford LLC
444 Merrick Road LLC
44600 Five Mile Rd PropCo LLC
44th Street SW Opco LLC
450 South Kitsap Boulevard LLC
4515 Marsha Sharp Freeway LLC
4524 Intelco Loop SE WA Owner LLC
4865 MacArthur Landlord LLC
4927 Voorhees Rd FL Owner LLC
500 Hospital Dr FL Owner LLC
501 Thomas Jones Way PA Owner LLC
504 North River Road, LLC
505 North Maize Road, LLC
5065 Wallis Rd FL Owner LLC
518 West Fletcher Avenue FL Owner LLC
530 Benton House Way PropCo LLC
5300 West 29th Street, LLC
5301 Creedmoor Road, LP
5405 Babcock St NE FL Owner LLC
541 Old Canoe Creek Rd FL Owner LLC
550 NE Napoleon PropCo LLC
550 South Carlin Springs Road VA Owner LLC
551 North MA PropCo, LLC
555 N New Ballas Road LLC
5585 Caruth Haven PropCo LLC
5651 Limestone Road DE Owner LLC
567 N Parham Rd PropCo LLC
5939 Roosevelt Boulevard, LLC
600 W Ogden Avenue IL Owner LLC
601 West Highway 6 LLC
6011 Farrington Road LLC
608 Steed Road PropCo LLC
6144 Airport Boulevard LLC
630 Carolina Bay NC PropCo, LLC
6305 Cortez Rd W FL Owner LLC
7001 Forest Avenue, LLC
7001 Plano Parkway Opco LLC
7001 Plano Parkway Propco LLC
701 W. 71st Street South, LLC
702 S Kings Ave FL Owner LLC
7025 Lilley Road MI Owner LLC
710 N Sun Dr FL Owner LLC
71st Street ALF, LLC
73 East Landlord LLC
73 East Tenant LLC
730 N Spring Landlord LLC
730 N Spring Tenant LLC
Delaware
Delaware
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Kansas
Ohio
Delaware
Ohio
Delaware
731 Old Buck Lane, LLC
7395 West Eastman Place CO Owner LLC
741 S Beneva Rd FL Owner LLC
7442 Frank Avenue LLC
7807 Upland Way CA Owner LLC
7850-7880 West College Drive Owner LLC
7902 South Mingo Road East, LLC
800 Canadian Trails Drive, LLC
800 N Lake PropCo LLC
8001 Red Buckeye Tenant LLC
8160 W Coal Mine Ave PropCo LLC
81st Street ALF LLC
8220 Natures Way, LLC
833 Sixteenth Avenue IL Owner LLC
850 Applegrove Landlord LLC
850 Applegrove Tenant LLC
8651 Carey Lane PropCo LLC
8870 Duncan Ave PropCo LLC
9035 Bryan Dairy Road FL Owner LLC
91 Bass Road Landlord LLC
9150 Lakeshore Tenant LLC
919 109th Avenue Owner LLC
925 West South Boulevard MI Owner LLC
9355 San Jose Boulevard FL Owner LLC
939 Portage Landlord LLC
939 Portage Tenant LLC
9394 Siegen Lane PropCo LLC
9500 Broadview Landlord LLC
9500 Broadview Tenant LLC
Affordable Senior Housing Opportunities of New York, Inc.
AH-WT Holdings LLC
AL Santa Monica Senior Housing, LP
Allentown PCH, LLC
Arvonia ALF, LLC
Aspen Tower Investments Ltd
Aspen Tower Propco 1 Ltd
Aspen Tower Propco 2 Limited
Aspen Tower Propco 4 Ltd
Aspen Tower Propco 8 Limited
Aspen Tower Properties (Bournville) Ltd
Aspen Tower Properties (Little Bookham) Ltd
Aspen Tower Properties (Sutton) Ltd
BAL Howell LLC
BAL Longwood LLC
Ballard Healthcare Investors, LLC
Bayfield Court Operations Limited
Belmont Village Buckhead Tenant, LLC
Belmont Village Buffalo Grove Tenant, LLC
Belmont Village Buffalo Grove, L.L.C.
Belmont Village Burbank Tenant, LLC
Belmont Village Burbank, LLC
Belmont Village Cardiff Tenant, LLC
Belmont Village Carol Stream, L.L.C.
Belmont Village Encino Tenant, LLC
Belmont Village Encino, LLC
Belmont Village Geneva Road Tenant, LLC
Belmont Village Glenview Tenant, LLC
Belmont Village Glenview, L.L.C.
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Delaware
Ohio
Delaware
New York
Delaware
Delaware
Pennsylvania
Kansas
Jersey
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Jersey
Jersey
Jersey
Delaware
Pennsylvania
Delaware
United Kingdom
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Belmont Village Green Hills Tenant, LLC
Belmont Village Hollywood Tenant, LLC
Belmont Village Hollywood, LLC
Belmont Village Johns Creek Tenant, LLC
Belmont Village Memphis Tenant, LLC
Belmont Village Oak Park Tenant, LLC
Belmont Village Oak Park, L.L.C.
Belmont Village Rancho Palos Verdes Tenant, LLC
Belmont Village RPV, LLC
Belmont Village Sabre Springs Tenant, LLC
Belmont Village San Jose Tenant, LLC
Belmont Village San Jose, LLC
Belmont Village St. Matthews Tenant, LLC
Belmont Village St. Matthews, L.L.C.
Belmont Village Sunnyvale Tenant, LLC
Belmont Village Sunnyvale, LLC
Belmont Village Turtle Creek Tenant, LLC
Belmont Village West Lake Hills Tenant, LLC
Belmont Village West University Tenant, LLC
Belmont Village Westwood Tenant, LLC
Benchmark Investments X LP
Benchmark Investments XII LP
BKD-HCN Tenant, LLC
Blue Oaks Property Owner LLC
Brooklyn Healthcare Investors, LLC
Broomfield CO Senior Living Owner, LLC
Burbank Subtenant LP
BurrOakCommonsPlus, LLC
Canadian Trails ILF ALF, LLC
Canvas Denton Owner, LLC
Center ALF, LLC
Cerritos Subtenant LP
Churchill Hawaii Kai Owner LLC
Churchill NEC Owner LLC
Churchill Portfolio Holdings Inc.
Churchill Property Portfolio Owner LP
Churchill REIT Holdco LLC
Churchill REIT LLC
Churchill RIDEA Holdco LLC
Cincinnati Physicians, LLC
Clover Communities Miami LLC
Collierville Care, LLC
Coon Rapids Healthcare Investors, LLC
Coppell ALF, LLC
Corso Ancillary FRI LLC
Council ALF, LLC
CPF Landlord, LLC
Denton ALF, LLC
DSL Landlord II, LLC
DSL Tenant II, LLC
Eagle Mountain AL Partners, L.P.
EPC Birmingham LLC
EPC Boise Victory Road LLC
EPC Clarendale LLC
EPC Cobalt LLC
EPC Guardian LLC
EPC Hammes LLC
EPC Hammes Patriot LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ohio
Kansas
Delaware
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Kansas
Delaware
Kansas
Delaware
Kansas
Delaware
Delaware
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
EPC Highland Springs LLC
EPC IRA LLC
EPC LA JOLLA LLC
EPC Naperville LLC
EPC Sage Highland Creek LLC
EPC Swift Leisure RIDEA Landlord LLC
EPC Trevi LLC
EPC Wingate LLC
EPOCH at Hingham Subtenant, LLC
EPOCH at Wellesley Subtenant, LLC
EPOCH at Westford Subtenant, LLC
Erwin NNN Landlord Group LLC
Evergreen Place at Brockport Inc.
FC-GEN Real Estate, LLC
First Tower Partners LLC
FLA-PALM COURT Limited Partnership
Flower Mound ALF, LLC
Frontier Exchange Landlord Group LLC
G & L Tustin III, LP
G&L 4150 Regents LP
G&L 436 Bedford LLC
Genesis HC LLC
Genesis Meridian 7 Leasing Properties Limited Partnership, L.L.P.
Georgetown Mays Street Owner LLC
GHC Sub LLC
Gig Harbor Physicians, LLC
Glastonbury Drive Opco LLC
Glendale 51st Avenue Owner LLC
Grove City Care 2015, LLC
GWC-Crestwood, Inc.
GWC-Dix Hills, Inc.
GWC-East Meadow, Inc.
GWC-East Setauket, Inc.
GWC-Glen Cove, Inc.
GWC-Holbrook, Inc.
GWC-Plainview, Inc.
GWC-West Babylon, Inc.
Hampton Villa LLC
HawthorneCommonsPlus, LLC
HCN Canadian Holdings LP-1 Ltd. (Continued)
HCN Canadian Holdings-1 LP
HCN Canadian Investment (Dufferin) LP
HCN Canadian Investment (Regency) LP
HCN Canadian Investment (Teasdale) LP
HCN Canadian Investment (Terrasses Versailles) LP
HCN Canadian Investment-1 LP
HCN Canadian Investment-5 LP
HCN Canadian Leasing Ltd. (Continued)
HCN G&L DownREIT II, LLC
HCN G&L DownREIT LLC
HCN G&L Holy Cross Sub, LLC
HCN G&L Santa Clarita Sub, LLC
HCN G&L Valencia Sub, LLC
HCN Interra Lake Travis LTACH, LLC
HCN Lessee (Stonehaven) LP
HCN UK Investments Limited
HCN-Cogir Lessee LP
HCN-Revera (Regal) Limited Partnership
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Virginia
Delaware
Vermont
Florida
Kansas
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
Delaware
Ohio
British Columbia
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
British Columbia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Ontario
Jersey
Ontario
Ontario
HCN-Revera Joint Venture Limited Partnership
HCN-Revera Lessee (Alta Vista) LP
HCN-Revera Lessee (Appleby Place) LP
HCN-Revera Lessee (Barrhaven) LP
HCN-Revera Lessee (Beechwood) LP
HCN-Revera Lessee (Birkdale) LP
HCN-Revera Lessee (Bough Beeches Place) LP
HCN-Revera Lessee (Bradgate Arms) LP
HCN-Revera Lessee (Chatham) LP
HCN-Revera Lessee (Churchill Place) LP
HCN-Revera Lessee (Clair Matin) LP
HCN-Revera Lessee (Claremont) LP
HCN-Revera Lessee (Colonel By) LP
HCN-Revera Lessee (Crofton Manor) LP
HCN-Revera Lessee (Don Mills) LP
HCN-Revera Lessee (Donway Place) LP
HCN-Revera Lessee (Dorchester) LP
HCN-Revera Lessee (Edgemont) LP
HCN-Revera Lessee (Emerite de Brossard) LP
HCN-Revera Lessee (Evergreen) LP
HCN-Revera Lessee (Fleetwood Villa) LP
HCN-Revera Lessee (Forest Hill Place) LP
HCN-Revera Lessee (Glynnwood) LP
HCN-Revera Lessee (Greenway) LP
HCN-Revera Lessee (Heartland) LP
HCN-Revera Lessee (Hollyburn House) LP
HCN-Revera Lessee (Inglewood) LP
HCN-Revera Lessee (Jardins Interieurs) LP
HCN-Revera Lessee (Kensington Victoria) LP
HCN-Revera Lessee (Kensington) LP
HCN-Revera Lessee (King Gardens) LP
HCN-Revera Lessee (Kingsway) LP
HCN-Revera Lessee (Leaside) LP
HCN-Revera Lessee (Manoir Lafontaine) LP
HCN-Revera Lessee (McKenzie Towne) LP
HCN-Revera Lessee (Meadowlands) LP
HCN-Revera Lessee (Parkwood Court) LP
HCN-Revera Lessee (Parkwood Manor) LP
HCN-Revera Lessee (Parkwood Place) LP
HCN-Revera Lessee (Port Perry) LP
HCN-Revera Lessee (Portobello) LP
HCN-Revera Lessee (Portsmouth) LP
HCN-Revera Lessee (Prince of Wales) LP
HCN-Revera Lessee (River Ridge) LP
HCN-Revera Lessee (Riverbend) LP
HCN-Revera Lessee (Scenic Acres) LP
HCN-Revera Lessee (The Churchill) LP
HCN-Revera Lessee (Valley Stream) LP
HCN-Revera Lessee (Waverley/Rosewood) LP
HCN-Revera Lessee (Wellington) LP
HCN-Revera Lessee (Westwood) LP
HCN-Revera Lessee (Whitecliff) LP
HCN-Revera Lessee (Windermere on the Mount) LP
HCN-Revera Lessee (Windsor) LP
HCP Maryland Properties, LLC
HCRI Connecticut Avenue Subtenant, LLC
HCRI Emerald Holdings III, LLC
HCRI Emerald Holdings, LLC
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Ontario
Delaware
Delaware
Delaware
Delaware
HCRI Illinois Properties, LLC
HCRI Indiana Properties, LLC
HCRI Kansas Properties, LLC
HCRI Massachusetts Properties Trust II
HCRI North Carolina Properties I, Inc.
HCRI North Carolina Properties III, Limited Partnership
HCRI NY-NJ Properties, LLC
HCRI of Folsom Tenant, LLC
HCRI of Upland Tenant, LLC
HCRI Pennsylvania Properties Holding Company
HCRI Pennsylvania Properties, LLC
HCRI Plano Medical Facility, LLC
HCRI Sun III Minnetonka Senior Living, LLC
HCRI Sun III Tenant, LP
HCRI Sun Three Lombard IL Senior Living, LLC
HCRI Sun Two Baton Rouge LA Senior Living, LLC
HCRI Sun Two Gilbert AZ Senior Living, LLC
HCRI Sun Two Metairie LA Senior Living, LLC
HCRI Tennessee Properties, LLC
HCRI Texas Properties, Ltd.
HCRI Tucson Properties, Inc.
HCRI Wisconsin Properties, LLC
Heartis San Antonio Partners, L.P.
Hingham Terry Drive I LLC
Honey Creek Owner LLC
Immeuble Jazz Longueuil, société en commandite
Jupiter Landlord, LLC
Jupiter Tenant, LLC
Kensington Property Owner LLC
Kensington Tenant LLC
Keystone Communities of Eagan, LLC
Keystone Communities of Highland Park, LLC
Keystone Communities of Mankato, LLC
Keystone Communities of Prior Lake, LLC
Keystone Communities of Roseville, LLC
Kroger Street Opco LLC
KSL Landlord, LLC
Lake Pointe Boulevard Landlord LLC
Lake Pointe Boulevard Tenant LLC
Lakewood Manor Owner LLC
Lancaster PCH, LLC
Le Renoir, société en commandite
Lititz PCH, LLC
Lotz Road Opco LLC
LW Allentown OpCo LLC
LW Broomfield OpCo LLC
LW Broomfield PropCo LLC
LW Fort Worth OpCo LLC
LW Fort Worth PropCo LLC
LW Hutchinson OpCo LLC
LW Jupiter PropCo LLC
LW Mansfield OpCo LLC
LW Mansfield PropCo LLC
LW McKinney OpCo LLC
LW McKinney PropCo LLC
Maids Moreton Operations Limited
Maize CCRC, LLC
Marietta Physicians LLC
Delaware
Indiana
Delaware
Massachusetts
North Carolina
North Carolina
Delaware
California
California
Delaware
Pennsylvania
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Wisconsin
Texas
Delaware
Delaware
Quebec
Delaware
Delaware
Delaware
Delaware
Minnesota
Delaware
Minnesota
Minnesota
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Quebec
Pennsylvania
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
United Kingdom
Kansas
Delaware
Markglen, LLC
Marlin Fort Pierce Propco LLC
Marlin Green Cove Propco LLC
Marlin Parks Propco LLC
Marlin Raydiant Fort Myers Propco LLC
Marlin Raydiant Jacksonville Propco LLC
Marlin Safety Harbor Propco LLC
Marlin St. Petersburg Propco LLC
Marlin Wood Lake Propco LLC
May ALF, LLC
Meadowood ALF, LLC
Medina Care, LLC
Mill Creek Real Estate Partners, LLC
Mingo Road ALF, LLC
Mission Viejo Subtenant LP
Monarch Coopers Corner PropCo LLC
Monitor Road Opco LLC
Moorestown Physicians, LLC
Mount Vernon Physicians, LLC
MS Avon, L.P.
MS Brecksville, L.P.
MS Chesterfield, L.P.
MS Stafford, L.P.
Murrieta Healthcare Investors, LLC
Myrtle Landing Place Property Owner LLC
Naples Collier Boulevard Owner LLC
Narrows Glen Property Owner LLC
Natures Way ALF, LLC
Otay Landlord LLC
Otay Tenant LLC
Palo Alto Tenant LP
Pasadena Avenue Landlord LLC
Pasadena Avenue Tenant LLC
Pflugerville Loop Owner LLC
Portage Care 2015, LLC
Potomac Acquisition LLC
Poughkeepsie Hopewell Junction LLC
Queen Creek Ocotillo Road BTR Owner LLC
Queen Creek Ocotillo Road Owner LLC
RedbudCommonsPlus, LLC
Redmond Partners, LLC
Redwood Tower Devco 3 Limited
Redwood Tower Devco 6 Limited
Redwood Tower Propco 1 Limited
Redwood Tower Propco 2 Limited
Redwood Tower Propco 3 Limited
Redwood Tower UK Opco 1 Limited
Redwood Tower UK Opco 2 Limited
Résidences Les Jardins, société en commandite
RM10A Holdings, LLC
RM11A Holdings, LLC
RM12A Holdings, LLC
RM13A Holdings, LLC
RM15 Holdings, LLC
RM16A Holdings, LLC
RM18 Holdings, LLC
RM19 Holdings, LLC
RM2 Holdings LP
West Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Kansas
Kansas
Michigan
Delaware
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Indiana
Indiana
Indiana
Delaware
Delaware
Delaware
Delaware
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Delaware
Delaware
Delaware
Ohio
Delaware
Jersey
Jersey
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Quebec
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
RM20 Holdings, LLC
RM22 Holdings, LLC
RM23A Holdings, LLC
RM25 Holdings, LLC
RM53 Holdings, LLC
RM64 Holdings, LLC
RM66 Holdings, LLC
RM9A Holdings, LLC
Rockwall ALF, LLC
Roosevelt ALF, LLC
RPA Saint-Bruno, société en commandite
RPADS Proprio 2, société en commandite
RPADS Proprio 3, société en commandite
RPADS Proprio 4, société en commandite
RPADS Proprio 5, société en commandite
RPADS Proprio 6, société en commandite
RPADS Proprio 7, société en commandite
RPADS Proprio 8, société en commandite
RPADS Proprio 9, société en commandite
Sachse Station Boulevard Owner LLC
San Pablo ALF, LLC
Santa Barbara ALF, LLC
Santa Fe Las Soleras Medical Development LLC
Sarasota Floridian, LLC
Senior Living Ankeny, LLC
Senior Living Chesterton 2 LLC
Senior Living Collierville, LLC
Senior Living Fairfield, LLC
Senior Living Fort Wayne 2 LLC
Senior Living Grove City, LLC
Senior Living Medina, LLC
Senior Living Pella, LLC
Senior Living Portage, LLC
Senior Living Waterville, LLC
Senior Living Waukee, LLC
Signature Senior Landlord, LLC
SIPL Quantum Propco Ltd
SIPL Saints Propco Ltd
SNF PA Holdco LLC
St. Clare Physicians, LLC
Sterling Finco LP
Sunrise Connecticut Avenue Assisted Living Owner, L.L.C.
Sunrise Louisville KY Senior Living, LLC
Sunrise of Beaconsfield, LP
Sunrise of Blainville, LP
Sunrise of Coral Gables PropCo, LLC
Sunrise of Cupertino PropCo, LLC
Sunrise of Dollard des Ormeaux, LP
Sunrise of Fairfield OpCo, LLC
Sunrise of Fairfield PropCo, LLC
Sunrise of Oceanside CA Propco, LLC
Sunrise of Redmond OpCo, LLC
Sunrise of Redmond PropCo, LLC
Sutton Place Owner LLC
The Blake at Bossier City Landlord LLC
The Blake at Charlottesville Landlord LLC
The Blake at Colonial Club Landlord LLC
The Blake at Kingsport Landlord LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Kansas
Kansas
Quebec
Quebec
Quebec
Quebec
Quebec
Quebec
Quebec
Quebec
Quebec
Delaware
Kansas
Kansas
Delaware
Florida
Delaware
Delaware
Michigan
Michigan
Delaware
Michigan
Michigan
Delaware
Michigan
Michigan
Delaware
Delaware
Jersey
Jersey
Delaware
Delaware
United Kingdom
Virginia
Kentucky
Ontario
Ontario
Delaware
Delaware
Ontario
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
The Blake at Kingsport Tenant LLC
The Landing at Queensbury Inc.
Thousand Oaks Property Owner LLC
Town Court ALF, LLC
Trade Street Tenant LLC
Transformer Tenant LP
Urban Senior Living JV LLC
Virginia Beach Health Investors, LLC
Voorhees Physicians, LLC
W TCG Burleson AL, LLC
WC Operating (Jazz) LP
Webb ILF, LLC
Weber Place Landlord LLC
Weber Place Tenant LLC
WELL 1031 Holdco 1 LLC
WELL 2010 LLC
WELL 2010 REIT LLC
WELL Balfour Brookline Landlord LLC
WELL Balfour Landlord LLC
WELL Balfour Stapleton Landlord LLC
WELL Balfour Tenant LLC
WELL Beverly Landlord LLC
WELL BL OpCo LLC
WELL BL Portfolio 1 OpCo LLC
WELL BL Portfolio 1 PropCo LLC
WELL BL Potomac Operator LLC
WELL CA Landlord LLC
WELL CA WA Landlord LLC
WELL CA WA Tenant LLC
WELL Cardiff Opco Limited
WELL Churchill Tenant LLC
WELL COGIR Landlord II LP
WELL COGIR Landlord III LP
WELL COGIR Tenant III LLC
WELL Cottonwood Tyler MOB LLC
WELL Frontier Landlord LLC
WELL Frontier Tenant LLC
WELL I-A Properties LLC
WELL Integra Master JV LLC
WELL Ivy 6 Tenant LLC
WELL Kisco BP Phase 1 Parcel LLC
WELL Kisco Byron Park Tenant LLC
WELL KISCO THE CARNEGIE LANDLORD, LLC
WELL LC Portfolio LLC
WELL LCB Landlord LLC
WELL LCB Portfolio 1 Tenant LLC
WELL LCB Tenant LLC
WELL M&O Haymarket JV LLC
WELL Mezzanine Lender LLC
WELL Monarch Landlord LLC
WELL Nebraska Tenant LLC
WELL NorCal Landlord LLC
WELL NPSL Landlord, LLC
WELL NPSL Tenant, LLC
WELL Oak CCRC Tenant LLC
WELL Oak Tenant LLC
WELL OSL Carmichael LLC
WELL OSL EL Dorado LLC
Delaware
Virginia
Delaware
Kansas
Delaware
Delaware
Delaware
Virginia
Delaware
Delaware
Ontario
Kansas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
United Kingdom
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
WELL OSL North Fresno LLC
WELL OSL Orange LLC
WELL OSL Pacific Beach LLC
WELL OSL Redding LLC
WELL Pappas Berkeley Owner LLC
WELL Pappas Corporate Parcel Owner LLC
WELL Path Landlord LLC
WELL Path Tenant LLC
WELL PM Holdco 2 JV LLC
WELL PM Holdco JV LLC
WELL PM Properties LLC
WELL Properties Intermediate Holdco LLC
WELL Sea Bluffs Condos LLC
WELL SP Landlord 2 LLC
WELL TBC Columbus JV LLC
WELL TBC Kansas City JV, LLC
WELL TP BTR Portfolio Member LLC
WELL TPI JV LLC
WELL Trevi Albemarle SNF LLC
WELL Trevi CCRC Tenant, LLC
WELL Trevi Tenant, LLC
WELL UK Investments Ltd
WELL Unitranche Member LLC
WELL US SubREIT LLC
WELL WB Portfolio Member LLC
WELL WH Tenant LLC
WELL WM Portfolio Member LLC
WELL ZEAL Sherman Owner LLC
WellClover Holdings LLC
Wellesley Washington Street Housing I LLC
Welltower 1915 North 34th Street, LLC
Welltower Canadian Services TRS LP
Welltower Carmichael Tenant LLC
Welltower CCRC OpCo LLC
Welltower Cogir Landlord, LP
Welltower Cogir Tenant, LLC
Welltower Colorado Properties LLC
Welltower Inc.
Welltower Iowa Holdco LLC
Welltower Kisco RIDEA Holdco LP
Welltower Kisco RIDEA Landlord, LLC
Welltower Kisco RIDEA Tenant, LLC
Welltower Landlord Group LLC
Welltower Lending Group LLC
Welltower NNN Group LLC
Welltower North Fresno Tenant LLC
Welltower OM Group LLC
Welltower OP LLC
Welltower OpCo Group LLC
Welltower Orange Tenant LLC
Welltower Pacific Beach Tenant LLC
Welltower Pappas MOB 1, LLC
Welltower Pappas MOB 2, LLC
Welltower Pegasus Landlord, LLC
Welltower Pegasus Tenant, LLC
Welltower Portfolio Tenant LLC
Welltower PropCo Group Borrower LLC
Welltower PropCo Group LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Wisconsin
Ontario
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Delaware
Delaware
Delaware
Delaware
Delaware
Welltower Redding Tenant LLC
Welltower TCG NNN Landlord, LLC
Welltower TCG RIDEA Landlord, LLC
Welltower TCG RIDEA Tenant, LLC
Welltower Tenant Group LLC
Welltower TRS Holdco LLC
Welltower Victory II Landlord LP
Welltower Victory III Landlord LLC
Wesley Chapel Downs Boulevard Owner LLC
Westford Littleton Road I LLC
Westminster Junction Venture, LLC
Willow Tower Investments LP
Willow Tower Opco 1 Limited
Windrose Mount Vernon Properties, L.L.C.
Windrose West Boca Properties, Ltd.
WT 9 Pack Property Owner LLC
WT Hampshire Property Owner LLC
WT Tenant OpCo LLC
WT UK OpCo 1 Limited
WT UK OpCo 2 Limited
WT UK OpCo 3 Limited
WT UK Opco 4 Limited
WTR Landlord LLC
WTR Tenant LLC
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Minnesota
Jersey
United Kingdom
Virginia
Florida
Delaware
Delaware
Delaware
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Delaware
Delaware
Omits names of subsidiaries that as of December 31, 2023 were not, in the aggregate, “significant subsidiaries.”
EXHIBIT 23
We consent to the incorporation by reference in the following registration statements:
Consent of Independent Registered Public Accounting Firm
• Registration Statement (Form S-8 No. 333-264096) dated April 1, 2022 pertaining to the Welltower Inc. 2022 Long-Term Incentive Plan and the Welltower Inc. 2022
Employee Stock Purchase Plan;
• Registration Statement (Form S-3 No. 333-264093) dated April 1, 2022 pertaining to an indeterminate amount of Welltower Inc.'s debt securities, common stock, preferred
stock, depositary shares, guarantees of debt securities issued by Welltower OP LLC, warrants and units and Welltower OP LLC's debt securities and guarantees of debt
securities issued by Welltower Inc.; and
• Registration Statement (Form S-3 No. 333-264094) dated April 1, 2022 pertaining to the Welltower Inc. Sixth Amended and Restated Dividend Reinvestment and Stock
Purchase Plan
of our reports dated February 15, 2024, with respect to the consolidated financial statements and schedules of Welltower Inc. and subsidiaries and the effectiveness of internal control
over financial reporting of Welltower Inc. and subsidiaries included in this Annual Report (Form 10-K) of Welltower Inc., for the year ended December 31, 2023.
/s/ ERNST & YOUNG LLP
Toledo, Ohio
February 15, 2024
POWER OF ATTORNEY
EXHIBIT 24
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a director or officer of Welltower Inc. (the “Company”), a Delaware corporation, hereby
constitutes and appoints Shankh Mitra and Timothy G. McHugh, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place
and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the year ended December 31, 2023 to be filed by the Company with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1934, as amended, and any and all amendments to such Form 10-K, and to file such Form 10-K and each such
amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of this 15th day of February 2024.
/s/ Kenneth J. Bacon
Kenneth J. Bacon, Chairman and Director
/s/ Karen B. DeSalvo
Karen B. DeSalvo, Director
/s/ Philip L. Hawkins
Philip L. Hawkins, Director
/s/ Dennis G. Lopez
Dennis G. Lopez, Director
/s/ Ade J. Patton
Ade J. Patton, Director
/s/ Diana W. Reid
Diana W. Reid, Director
/s/ Sergio D. Rivera
Sergio D. Rivera, Director
/s/ Johnese M. Spisso
Johnese M. Spisso, Director
/s/ Kathryn M. Sullivan
Kathryn M. Sullivan, Director
/s/ Shankh Mitra
Shankh Mitra, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Timothy G. McHugh
Timothy G. McHugh, Executive Vice President -
Chief Financial Officer (Principal Financial Officer)
/s/ Joshua T. Fieweger
Joshua T. Fieweger, Chief Accounting Officer
(Principal Accounting Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
EXHIBIT 31.1
I, Shankh Mitra, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Welltower Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: February 15, 2024
/s/ Shankh Mitra
Shankh Mitra,
Chief Executive Officer
I, Timothy G. McHugh, certify that:
CERTIFICATION OF CHIEF FINANCIAL OFFICER
EXHIBIT 31.2
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Welltower Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: February 15, 2024
/s/ TIMOTHY G. MCHUGH
Timothy G. McHugh,
Executive Vice President and Chief Financial Officer
I, Shankh Mitra, the Chief Executive Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350), that (i) the Annual Report on Form 10-K for the Company for the quarter ended December 31, 2023 (the “Report”), fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
EXHIBIT 32.1
/s/ SHANKH MITRA
Shankh Mitra,
Chief Executive Officer
Date: February 15, 2024
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.
I, Timothy G. McHugh, the Chief Financial Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350), that (i) the Annual Report on Form 10-K for the Company for the quarter ended December 31, 2023 (the “Report”), fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
EXHIBIT 32.2
/s/ TIMOTHY G. MCHUGH
Timothy G. McHugh,
Executive Vice President and Chief Financial Officer
Date: February 15, 2024
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.
EXHIBIT 97
CLAWBACK POLICY
A. OVERVIEW
It is the policy of Welltower Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to
material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial
statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a
reasonably prompt basis the amount of any Incentive-Based Compensation Received by a Covered Executive during the Recovery Period that exceeds the amount that otherwise
would have been Received had it been determined based on the restated financial statements. The Company’s policy on this subject as set forth herein shall be referred to as the
“Policy”.
B. POLICY ADMINISTRATION AND DEFINITIONS
The Policy is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors and is intended to comply with, and as applicable to be
administered and interpreted consistent with, and subject to the exceptions set forth in Section 303A.14 of the New York Stock Exchange Listed Company Manual as adopted by the
New York Stock Exchange to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”). The Committee is authorized to amend
the Policy from time-to-time to take account of developments in applicable law or the New York Stock Exchange’s listing standards.
For purposes of the Policy:
“Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a financial reporting measure
that was Received by a person (i) on or after October 2, 2023 and after the person began service as a Covered Executive, and (ii) who served as a Covered Executive at any
time during the performance period for the Incentive-Based Compensation. A “financial reporting measure” is (i) any measure that is determined and presented in
accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any
measure based in whole or in part on the Company’s stock price or total shareholder return.
Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant financial reporting measure is attained, regardless of when the
compensation is actually paid or awarded.
“Covered Executive” means any “executive officer” of the Company as defined under Rule 10D-1.
“Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement described in
the Policy, all as determined pursuant to Rule 10D-1, and any transition period of less than nine months that is within or immediately following such three fiscal years.
If the Committee determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been
Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the
Company pursuant to the Policy. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not
subject to mathematical recalculation directly from the information in an accounting restatement, the Committee will determine the amount based on a reasonable estimate of the
effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be
recovered will be determined without regard to any taxes paid with respect to such compensation. Any determinations made by the Committee under the Policy shall be final and
binding on all affected individuals.
The Company may effectuate any recovery pursuant to the Policy by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by
such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and
to the extent that the Committee determines that such recovery is impracticable and not required under Rule 10D-1, including if the Committee determines that the direct expense
paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts. The Company is authorized
to take appropriate steps to implement the Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.
Any right of recoupment or recovery pursuant to the Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company
pursuant to the terms of any other policy, any employment agreement or plan or award terms, and any other legal remedies available to the Company. The Company shall not
indemnify any Covered Executive against the loss of any Incentive-Based Compensation pursuant to the Policy.
Reviewed and approved by the Compensation Committee of the Board of Directors of Welltower Inc. on November 28, 2023.