WELLTOWER INC. 10-Q

Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS WELLTOWER INC. AND SUBSIDIARIES (In thousands) June 30, 2020 (Unaudited) December 31, 2019 (Note) Assets: Real estate investments: Real property owned: Land and land improvements $ 3,479,369 $ 3,486,620 Buildings and improvements 28,589,269 29,163,305 Acquired lease intangibles 1,565,978 1,617,051 Real property held for sale, net of accumulated depreciation 382,580 1,253,008 Construction in progress 411,700 507,931 Less accumulated depreciation and amortization ( 6,001,177 ) ( 5,715,459 ) Net real property owned 28,427,719 30,312,456 Right of use assets, net 502,604 536,433 Real estate loans receivable, net of credit allowance 224,871 270,382 Net real estate investments 29,155,194 31,119,271 Other assets: Investments in unconsolidated entities 786,921 583,423 Goodwill 68,321 68,321 Cash and cash equivalents 1,678,770 284,917 Restricted cash 147,473 100,849 Straight-line rent receivable 464,716 466,222 Receivables and other assets 861,257 757,748 Total other assets 4,007,458 2,261,480 Total assets $ 33,162,652 $ 33,380,751 Liabilities and equity Liabilities: Unsecured credit facility and commercial paper $ — $ 1,587,597 Senior unsecured notes 11,815,972 10,336,513 Secured debt 2,619,678 2,990,962 Lease liabilities 447,424 473,693 Accrued expenses and other liabilities 1,015,906 1,009,482 Total liabilities 15,898,980 16,398,247 Redeemable noncontrolling interests 327,145 475,877 Equity: Common stock 418,343 411,005 Capital in excess of par value 20,836,545 20,190,107 Treasury stock ( 93,799 ) ( 78,955 ) Cumulative net income 7,838,284 7,353,966 Cumulative dividends ( 12,834,381 ) ( 12,223,534 ) Accumulated other comprehensive income (loss) ( 116,856 ) ( 112,157 ) Other equity 4 12 Total Welltower Inc. stockholders’ equity 16,048,140 15,540,444 Noncontrolling interests 888,387 966,183 Total equity 16,936,527 16,506,627 Total liabilities and equity $ 33,162,652 $ 33,380,751 Note: The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. 3 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Revenues: Resident fees and services $ 769,560 $ 914,085 $ 1,619,532 $ 1,782,370 Rental income 396,305 385,586 786,265 766,670 Interest income 16,069 17,356 31,310 32,475 Other income 6,541 3,079 9,970 10,836 Total revenues 1,188,475 1,320,106 2,447,077 2,592,351 Expenses: Property operating expenses 660,764 701,127 1,342,545 1,371,934 Depreciation and amortization 265,371 248,052 540,172 491,984 Interest expense 126,357 141,336 268,364 286,568 General and administrative expenses 34,062 33,741 69,543 69,023 Loss (gain) on derivatives and financial instruments, net 1,434 1,913 9,085 ( 574 ) Loss (gain) on extinguishment of debt, net 249 — 249 15,719 Provision for loan losses 1,422 — 8,494 18,690 Impairment of assets 75,151 9,939 102,978 9,939 Other expenses 19,411 21,628 25,703 30,384 Total expenses 1,184,221 1,157,736 2,367,133 2,293,667 Income (loss) from continuing operations before income taxes and other items 4,254 162,370 79,944 298,684 Income tax (expense) benefit ( 2,233 ) ( 1,599 ) ( 7,675 ) ( 3,821 ) Income (loss) from unconsolidated entities 1,332 ( 9,049 ) ( 2,360 ) ( 18,248 ) Gain (loss) on real estate dispositions, net 155,863 ( 1,682 ) 418,687 165,727 Income (loss) from continuing operations 159,216 150,040 488,596 442,342 Net income 159,216 150,040 488,596 442,342 Less: Net income (loss) attributable to noncontrolling interests (1) ( 20,030 ) 12,278 ( 934 ) 24,110 Net income (loss) attributable to common stockholders $ 179,246 $ 137,762 $ 489,530 $ 418,232 Average number of common shares outstanding: Basic 417,084 404,607 413,696 398,073 Diluted 419,121 406,673 415,775 400,096 Earnings per share: Basic: Income (loss) from continuing operations $ 0.38 $ 0.37 $ 1.18 $ 1.11 Net income (loss) attributable to common stockholders $ 0.43 $ 0.34 $ 1.18 $ 1.05 Diluted: Income (loss) from continuing operations $ 0.38 $ 0.37 $ 1.18 $ 1.11 Net income (loss) attributable to common stockholders (2) $ 0.42 $ 0.34 $ 1.17 $ 1.05 Dividends declared and paid per common share $ 0.61 $ 0.87 $ 1.48 $ 1.74 (1) Includes amounts attributable to redeemable noncontrolling interests. (2) Includes adjustment to the numerator for income (loss) attributable to OP unitholders. 4 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands) Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net income $ 159,216 $ 150,040 $ 488,596 $ 442,342 Other comprehensive income (loss): Foreign currency translation gain (loss) 13,015 ( 54,024 ) ( 252,562 ) 24,596 Derivative and financial instruments designated as hedges gain (loss) ( 27,171 ) 100,407 231,941 12,725 Total other comprehensive income (loss) ( 14,156 ) 46,383 ( 20,621 ) 37,321 Total comprehensive income (loss) 145,060 196,423 467,975 479,663 Less: Total comprehensive income (loss) attributable to noncontrolling interests (1) ( 13,543 ) 14,665 ( 16,856 ) 32,284 Total comprehensive income (loss) attributable to common stockholders $ 158,603 $ 181,758 $ 484,831 $ 447,379 (1) Includes amounts attributable to redeemable noncontrolling interests. 5 CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands) Six Months Ended June 30, 2020 Common Stock Capital in Excess of Par Value Treasury Stock Cumulative Net Income Cumulative Dividends Accumulated Other Comprehensive Income (Loss) Other Equity Noncontrolling Interests Total Balances at January 1, 2020 $ 411,005 $ 20,190,107 $ ( 78,955 ) $ 7,353,966 $ ( 12,223,534 ) $ ( 112,157 ) $ 12 $ 966,183 $ 16,506,627 Cumulative change in accounting principle (Note 2) ( 5,212 ) ( 5,212 ) Balances at January 1, 2020 (as adjusted for change in accounting principle) 411,005 20,190,107 ( 78,955 ) 7,348,754 ( 12,223,534 ) ( 112,157 ) 12 966,183 16,501,415 Comprehensive income: Net income (loss) 310,284 18,988 329,272 Other comprehensive income (loss) 15,944 ( 21,955 ) ( 6,011 ) Total comprehensive income 323,261 Net change in noncontrolling interests 37,625 ( 29,662 ) 7,963 Amounts related to stock incentive plans, net of forfeitures 246 6,608 ( 8,020 ) ( 1,166 ) Net proceeds from issuance of common stock 6,975 583,890 590,865 Dividends paid: Common stock dividends ( 356,001 ) ( 356,001 ) Balances at March 31, 2020 $ 418,226 $ 20,818,230 $ ( 86,975 ) $ 7,659,038 $ ( 12,579,535 ) $ ( 96,213 ) $ 12 $ 933,554 $ 17,066,337 Comprehensive income: Net income (loss) 179,246 18,659 197,905 Other comprehensive income (loss) ( 20,643 ) 6,298 ( 14,345 ) Total comprehensive income 183,560 Net change in noncontrolling interests 7,299 ( 70,124 ) ( 62,825 ) Amounts related to stock incentive plans, net of forfeitures 28 7,412 832 ( 8 ) 8,264 Net proceeds from issuance of common stock 89 3,604 3,693 Repurchase of common stock ( 7,656 ) ( 7,656 ) Dividends paid: Common stock dividends ( 254,846 ) ( 254,846 ) Balances at June 30, 2020 $ 418,343 $ 20,836,545 $ ( 93,799 ) $ 7,838,284 $ ( 12,834,381 ) $ ( 116,856 ) $ 4 $ 888,387 $ 16,936,527 Six Months Ended June 30, 2019 Preferred Stock Common Stock Capital in Excess of Par Value Treasury Stock Cumulative Net Income Cumulative Dividends Accumulated Other Comprehensive Income (Loss) Other Equity Noncontrolling Interests Total Balances at January 1, 2019 $ 718,498 $ 384,465 $ 18,424,368 $ ( 68,499 ) $ 6,121,534 $ ( 10,818,557 ) $ ( 129,769 ) $ 294 $ 954,265 $ 15,586,599 Comprehensive income: Net income (loss) 280,470 10,785 291,255 Other comprehensive income (loss) ( 14,849 ) 5,787 ( 9,062 ) Total comprehensive income 282,193 Net change in noncontrolling interests ( 8,845 ) ( 1,497 ) ( 10,342 ) Amounts related to stock incentive plans, net of forfeitures 120 7,420 ( 5,993 ) ( 26 ) 1,521 Net proceeds from issuance of common stock 7,212 525,408 532,620 Conversion of preferred stock ( 718,498 ) 12,712 705,786 — Dividends paid: Common stock dividends ( 344,760 ) ( 344,760 ) Balances at March 31, 2019 $ — $ 404,509 $ 19,654,137 $ ( 74,492 ) $ 6,402,004 $ ( 11,163,317 ) $ ( 144,618 ) $ 268 $ 969,340 $ 16,047,831 Comprehensive income: Net income (loss) 137,762 11,349 149,111 Other comprehensive income (loss) 43,996 2,387 46,383 Total comprehensive income 195,494 Net change in noncontrolling interests ( 23,672 ) ( 7,959 ) ( 31,631 ) Amounts related to stock incentive plans, net of forfeitures 18 7,959 450 ( 80 ) 8,347 Net proceeds from issuance of common stock 1,487 101,721 103,208 Dividends paid: Common stock dividends ( 353,677 ) ( 353,677 ) Balances at June 30, 2019 $ — $ 406,014 $ 19,740,145 $ ( 74,042 ) $ 6,539,766 $ ( 11,516,994 ) $ ( 100,622 ) $ 188 $ 975,117 $ 15,969,572 6 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands) Six Months Ended June 30, 2020 2019 Operating activities: Net income $ 488,596 $ 442,342 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 540,172 491,984 Other amortization expenses 6,947 9,761 Provision for loan losses 8,494 18,690 Impairment of assets 102,978 9,939 Stock-based compensation expense 14,373 15,192 Loss (gain) on derivatives and financial instruments, net 9,085 ( 574 ) Loss (gain) on extinguishment of debt, net 249 15,719 Loss (income) from unconsolidated entities 2,360 18,248 Rental income less than (in excess of) cash received ( 25,959 ) ( 53,234 ) Amortization related to above (below) market leases, net ( 1,008 ) ( 2 ) Loss (gain) on real estate dispositions, net ( 418,687 ) ( 165,727 ) Distributions by unconsolidated entities 6,795 46 Increase (decrease) in accrued expenses and other liabilities 22,348 55,415 Decrease (increase) in receivables and other assets 54,873 ( 3,317 ) Net cash provided from (used in) operating activities 811,616 854,482 Investing activities: Cash disbursed for acquisitions, net of cash acquired ( 390,802 ) ( 2,718,808 ) Cash disbursed for capital improvements to existing properties ( 122,103 ) ( 124,176 ) Cash disbursed for construction in progress ( 93,031 ) ( 155,409 ) Capitalized interest ( 9,287 ) ( 6,256 ) Investment in loans receivable ( 19,538 ) ( 65,422 ) Principal collected on loans receivable 12,796 8,660 Other investments, net of payments ( 3,695 ) ( 16,973 ) Contributions to unconsolidated entities ( 225,739 ) ( 119,001 ) Distributions by unconsolidated entities 8,811 70,844 Proceeds from (payments on) derivatives ( 13,319 ) ( 21,643 ) Proceeds from sales of real property 1,998,087 616,820 Net cash provided from (used in) investing activities 1,142,180 ( 2,531,364 ) Financing activities: Net increase (decrease) under unsecured credit facility and commercial paper ( 1,587,597 ) 722,188 Proceeds from issuance of senior unsecured notes 1,588,549 2,036,964 Payments to extinguish senior unsecured notes — ( 1,050,000 ) Net proceeds from the issuance of secured debt 44,921 295,969 Payments on secured debt ( 345,340 ) ( 178,700 ) Net proceeds from the issuance of common stock 595,313 647,156 Repurchase of common stock ( 7,656 ) — Payments for deferred financing costs and prepayment penalties ( 4,725 ) ( 24,177 ) Contributions by noncontrolling interests (1) 13,764 39,122 Distributions to noncontrolling interests (1) ( 180,875 ) ( 64,004 ) Cash distributions to stockholders ( 610,847 ) ( 695,099 ) Other financing activities ( 9,816 ) ( 8,615 ) Net cash provided from (used in) financing activities ( 504,309 ) 1,720,804 Effect of foreign currency translation on cash and cash equivalents and restricted cash ( 9,010 ) ( 333 ) Increase (decrease) in cash, cash equivalents and restricted cash 1,440,477 43,589 Cash, cash equivalents and restricted cash at beginning of period 385,766 316,129 Cash, cash equivalents and restricted cash at end of period $ 1,826,243 $ 359,718 Supplemental cash flow information: Interest paid $ 227,632 $ 252,714 Income taxes paid (received), net ( 1,142 ) 2,040 (1) Includes amounts attributable to redeemable noncontrolling interests. 7 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Business Welltower Inc. (the "Company"), 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 and post-acute communities and outpatient medical properties. 2. Accounting Policies and Related Matters Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2020 are not necessarily an indication of the results that may be expected for the year ending December 31, 2020. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. Impact of COVID-19 Pandemic The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations and cash flows in the future, including but not limited to, the following: • Our Seniors Housing Operating revenues are dependent on occupancy. Declines in occupancy are expected due to heightened move-in criteria and screening, as well as increased mortality rates among seniors. Occupancy within our total Seniors Housing Operating portfolio has declined as follows: February March April May June July Spot occupancy (1) 85.8 % 85.0 % 82.8 % 81.0 % 80.1 % 79.4 % Sequential occupancy change ( 0.8 ) % ( 2.2 ) % ( 1.8 ) % ( 0.9 ) % ( 0.7 ) % (1) Spot occupancy represents approximate month end occupancy for properties in operation as of February 2020, including unconsolidated properties but excluding acquisitions, dispositions and development conversions since the start of the COVID-19 pandemic. Increased Seniors Housing Operating expenses are expected to continue until the pandemic subsides. We experienced incremental operational costs of $ 43,058,000 and $ 50,352,000 for the three and six months ended June 30, 2020, respectively, included in property operating expenses. These expenses were incurred as a result of the introduction of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure PPE and supplies, net of reimbursements. Certain new expenses incurred since the start of the pandemic may continue on an ongoing basis as part of new health and safety protocols. • Our Triple-net operators are experiencing similar occupancy declines and expense increases, however, long-term/post-acute facilities are generally experiencing a higher degree of occupancy declines. These factors may impact our Triple-net operator's ability to pay rent and contractual obligations. Many of our Triple-net operators received funds under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) and operators of long-term/post-acute facilities have also received funds under the CARES Act Provider Relief Fund. Accordingly, collection of Triple-net rent due during the COVID-19 pandemic to date (from March to July) has been consistent with historical collection rates and no significant rent concessions or deferrals have been made. Various local and state stay at home orders and the temporary closure of certain medical practices as a result may continue to impact our Outpatient Medical tenants' ability to pay rent. We have either collected or approved short term deferrals for over 99 % of Outpatient Medical rent due in the second quarter, consisting of 87 % cash collections and 12 % of short term deferrals. In most cases, the 8 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS deferred rent respresents two months of rent with expected repayment by the end of the year. Approximately 98 % of Outpatient Medical rent due in July was either collected or aproved for short term deferral, with cash collections accelerating to approximately 95 %. Short term deferrals of July rent decreased to 3 %, which primarily relates to tenants in local jurisdictions for which relief was mandated. Furthermore, collections of deferred rent due in June and July under executed deferrals were 96 %. To the extent that deferred rent is not repaid as expected, or the prolonged impact of the COVID-19 pandemic causes operators or tenants to seek further modifications of their lease agreements, we may recognize reductions in revenue and increases in uncollectible receivables. • Assessing properties for potential impairment involves subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or estimated fair value of the asset. Key assumptions are made in these assessments including the estimation of future rental revenues, occupancy, operating expenses, capitalization rates and the ability and intent to hold the respective asset. All of these assumptions are significantly affected by our expectations of future market or economic conditions and can be highly impacted by the uncertainty of the COVID-19 pandemic. We will continue to evaluate the assumptions used in these analyses, changes to which may result in impairments in future periods. • The determination of the allowance for credit losses is based on our evaluation of collectability of our loans receivable and includes review of factors such as delinquency status, historical loan charge-offs, financial strength of the borrower and guarantors and the value of the underlying collateral. Reduced economic activity severely impacts our borrowers' businesses, financial conditions and liquidity and may hinder their ability to make contractual payments to us, leading to an increase in loans deemed to have deteriorated credit which could result in an increase in the provision for loan losses. New Accounting Standards • On January 1, 2020, we adopted ASU 2016-13, “Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). This standard requires a new forward-looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the new leases standard from the scope of the new credit losses standard. ASU 2016-13 primarily impacts our measurement for credit losses related to our real estate and non-real estate loans receivable. In conjunction with our adoption of ASU 2016-13, we recorded a $ 5,212,000 increase to our allowance for credit losses on loans receivable (both real estate and non-real estate) with a corresponding adjustment to cumulative net income related to the change in accounting principle. See Note 7 for further details. • At the FASB's April 8, 2020 Board meeting, the staff acknowledged that the economics of lease concessions that result from a global pandemic may not be aligned with the underlying premise of the modification framework in ASC 842, under which the concession would be recognized over the remainder of the lease term. In a Q&A document, the FASB provided entities with COVID-19 related lease concessions an option to either (1) apply the modification framework for these concessions in accordance with ASC 842 as applicable or (2) account for concessions as if they were made under the enforceable rights included in the original agreement as long as total cash flows resulting from the modified contract are substantially the same or less than cash flows in the original contract. Due to the continuing adverse economic conditions caused by the COVID-19 pandemic, a subset of outpatient medical tenants have requested rent relief, most often in the form of a short-term rent deferral. Not all tenant requests result in modification of agreements, nor do we intend to forgo our contractual rights under our lease agreements. We evaluate each tenant's rent relief request on an individual basis. Generally we expect the majority of rent deferral agreements to result in two months of full or partial rent relief to repaid by the end of the year. We have elected to apply the accounting relief provided by the FASB to such short-term rent deferrals, and will account for such deferrals as if no change had been made to the original lease contract. 3. Real Property Acquisitions and Development The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. The following is a summary of our real property investment activity by segment for the periods presented (in thousands): 9 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Six Months Ended June 30, 2020 June 30, 2019 Seniors Housing Operating Triple-net Outpatient Medical Totals Seniors Housing Operating Triple-net Outpatient Medical Totals Land and land improvements $ 15,758 $ — $ 40,847 $ 56,605 $ 103,743 $ 8,099 $ 132,154 $ 243,996 Buildings and improvements 132,480 765 171,457 304,702 1,109,966 96,244 1,198,608 2,404,818 Acquired lease intangibles 10,810 — 23,823 34,633 58,773 — 85,492 144,265 Construction in progress — — — — 36,174 — — 36,174 Right of use assets, net — — — — — — 56,073 56,073 Receivables and other assets 257 — 139 396 4,560 — 376 4,936 Total assets acquired (1) 159,305 765 236,266 396,336 1,313,216 104,343 1,472,703 2,890,262 Secured debt — — — — ( 43,209 ) — — ( 43,209 ) Lease liabilities — — — — — — ( 45,287 ) ( 45,287 ) Accrued expenses and other liabilities ( 671 ) — ( 2,036 ) ( 2,707 ) ( 8,677 ) — ( 22,506 ) ( 31,183 ) Total liabilities acquired ( 671 ) — ( 2,036 ) ( 2,707 ) ( 51,886 ) — ( 67,793 ) ( 119,679 ) Noncontrolling interests (2) ( 2,827 ) — — ( 2,827 ) ( 38,830 ) ( 1,056 ) — ( 39,886 ) Non-cash acquisition related activity (3) — — — — ( 11,889 ) — — ( 11,889 ) Cash disbursed for acquisitions 155,807 765 234,230 390,802 1,210,611 103,287 1,404,910 2,718,808 Construction in progress additions 53,705 26,262 26,677 106,644 110,902 24,131 26,587 161,620 Less: Capitalized interest ( 5,470 ) ( 1,826 ) ( 1,991 ) ( 9,287 ) ( 3,560 ) ( 908 ) ( 1,788 ) ( 6,256 ) Accruals (4) ( 1,343 ) — ( 2,983 ) ( 4,326 ) — — 45 45 Cash disbursed for construction in progress 46,892 24,436 21,703 93,031 107,342 23,223 24,844 155,409 Capital improvements to existing properties 87,002 4,700 30,401 122,103 97,867 7,423 18,886 124,176 Total cash invested in real property, net of cash acquired $ 289,701 $ 29,901 $ 286,334 $ 605,936 $ 1,415,820 $ 133,933 $ 1,448,640 $ 2,998,393 (1) Excludes $ 580,000 and $ 1,910,000 of unrestricted and restricted cash acquired during the six months ended June 30, 2020 and 2019, respectively. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. (3) Relates to the acquisition of assets previously recognized as investments in unconsolidated entities. (4) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. 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): Six Months Ended June 30, 2020 June 30, 2019 Development projects: Seniors Housing Operating $ 93,188 $ 28,117 Triple-net 33,627 — Outpatient Medical 43,493 — Total development projects 170,308 28,117 Expansion projects 35,637 — Total construction in progress conversions $ 205,945 $ 28,117 4. Real Estate Intangibles The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands): 10 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2020 December 31, 2019 Assets: In place lease intangibles $ 1,460,748 $ 1,513,836 Above market tenant leases 58,780 59,540 Lease commissions 46,450 43,675 Gross historical cost 1,565,978 1,617,051 Accumulated amortization ( 1,178,515 ) ( 1,181,158 ) Net book value $ 387,463 $ 435,893 Weighted-average amortization period in years 10.8 10.3 Liabilities: Below market tenant leases $ 83,037 $ 99,035 Accumulated amortization ( 40,886 ) ( 49,390 ) Net book value $ 42,151 $ 49,645 Weighted-average amortization period in years 8.4 8.6 The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Rental income related to (above)/below market tenant leases, net $ 402 $ 73 $ 925 $ ( 82 ) Amortization related to in place lease intangibles and lease commissions ( 33,316 ) ( 28,518 ) ( 69,293 ) ( 53,423 ) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2020 $ 54,296 $ 4,354 2021 66,013 8,162 2022 44,822 7,476 2023 36,282 5,238 2024 28,438 3,101 Thereafter 157,612 13,820 Total $ 387,463 $ 42,151 5. Dispositions and Assets Held for Sale We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e., property type, relationship or geography). At June 30, 2020, seven Seniors Housing Operating, three Triple-net, and 13 Outpatient Medical properties with an aggregate real estate balance of $ 382,580,000 were classified as held for sale. In addition to the real property balances held for sale, secured debt of $ 12,849,000 and net other assets and (liabilities) of $ 35,085,000 are included in the Consolidated Balance Sheet related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties is approxi mately $ 501,008,000 . During the three months ended June 30, 2020, the expected sale of a Seniors Housing Operating portfolio, which had previously met the held for sale criteria, was not completed. As a result, 11 properties with a carrying value of $ 386,744,000 were reclassified to held for use. During the three months ended March 31, 2020, we recorded impairment charges of $ 27,827,000 related to certain held for use properties for which the carrying value exceeded the fair values. During the three months ended June 30, 2020, we entered into and subsequently closed a definitive purchase and sale agreement to sell six Seniors Housing Operating properties. In conjunction with this transaction, an impairment charge of $ 56,371,000 was recognized. During the three months ended June 30, 2020, we agreed to terms including pricing for the sale of a portfolio of six Seniors Housing Operating properties previously classified as held for sale resulting in an impairment charge of $ 18,780,000 . The following is a summary of our real property disposition activity for the periods presented (in thousands): 11 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Six Months Ended June 30, 2020 2019 Real estate dispositions: Seniors Housing Operating $ 706,964 $ 8,726 Triple-net 33,445 442,865 Outpatient Medical 808,992 — Total dispositions 1,549,401 451,591 Gain (loss) on real estate dispositions, net 418,687 165,727 Net other assets/liabilities disposed 29,999 ( 498 ) Proceeds from real estate dispositions $ 1,998,087 $ 616,820 Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations, are not reclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenues: Total revenues $ 36,481 $ 177,276 $ 107,933 $ 355,819 Expenses: Interest expense 1,622 4,210 4,591 8,420 Property operating expenses 23,850 101,416 63,300 207,340 Provision for depreciation 7,637 29,488 18,254 58,692 Total expenses 33,109 135,114 86,145 274,452 Income (loss) from real estate dispositions, net $ 3,372 $ 42,162 $ 21,788 $ 81,367 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. The components of lease expense were as follows for the period presented (in thousands): Six Months Ended Classification June 30, 2020 June 30, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 12,516 $ 14,679 Non-real estate investment lease expense General and administrative expenses 2,549 770 Finance lease cost: Amortization of leased assets Property operating expenses 4,043 4,245 Interest on lease liabilities Interest expense 2,695 2,169 Sublease income Rental income ( 2,087 ) ( 2,087 ) Total $ 19,716 $ 19,776 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases is as follows (in thousands): 12 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Classification June 30, 2020 December 31, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 344,011 $ 374,217 Finance leases - real estate Right of use assets, net 158,593 162,216 Real estate right of use assets, net 502,604 536,433 Operating leases - non-real estate investments Receivables and other assets 11,063 12,474 Total right of use assets, net $ 513,667 $ 548,907 Lease liabilities: Operating leases $ 339,589 $ 364,803 Financing leases 107,835 108,890 Total $ 447,424 $ 473,693 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 three months ended March 31, 2020, we wrote off straight-line receivables of $ 32,268,000 in conjunction with the execution of a lease amendment. Additionally, during the three months ended June 30, 2020, we recorded a reserve of $ 1,842,000 on straight-line receivable balances deemed uncollectible. Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. For the six months ended June 30, 2020, we recognized $ 786,265,000 of rental income related to operating leases, of which $ 104,605,000 was for 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 six months ended June 30, 2019, we recognized $ 766,670,000 of rental income related to operating leases, of which $ 94,017,000 was for variable lease payments. 7. Loans Receivable Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in receivables and other assets, net of allowance for credit losses. 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 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. Accrued interest receivable was $ 10,171,000 and $ 6,897,000 as of June 30, 2020 and December 31, 2019, 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): June 30, 2020 December 31, 2019 Mortgage loans $ 102,275 $ 188,062 Other real estate loans 126,448 124,696 Allowance for credit losses on real estate loans receivable ( 3,852 ) ( 42,376 ) Real estate loans receivable, net of credit allowance 224,871 270,382 Non-real estate loans 451,968 362,850 Allowance for credit losses on non-real estate loans receivable ( 78,133 ) ( 25,996 ) Non-real estate loans receivable, net of credit allowance 373,835 336,854 Total loans receivable, net of credit allowance $ 598,706 $ 607,236 During the six months ended June 30, 2020, the real estate collateral associated with one loan was released, therefore, the principal balance of $ 86,411,000 and related allowance for credit losses of $ 42,376,000 was reclassified to a non-real estate loan. 13 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of our loan activity for the periods presented (in thousands): Six Months Ended June 30, 2020 June 30, 2019 Advances on loans receivable: Investments in new loans $ 2,477 $ 30,000 Draws on existing loans 17,061 35,422 Net cash advances on loans receivable 19,538 65,422 Receipts on loans receivable: Loan payoffs — 4,384 Principal payments on loans 12,796 4,276 Net cash receipts on loans receivable 12,796 8,660 Net cash advances (receipts) on loans receivable $ 6,742 $ 56,762 The allowance for credit loss 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 each of these 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 are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we will 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. The following is a summary of our loans by credit loss category (in thousands): June 30, 2020 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2018 $ 186,584 $ ( 76,695 ) $ 109,889 5 Collective loan pool 2007 - 2015 128,447 ( 1,866 ) 126,581 15 Collective loan pool (1) 2016 184,620 ( 1,572 ) 183,048 6 Collective loan pool 2017 119,662 ( 999 ) 118,663 7 Collective loan pool 2018 15,399 ( 224 ) 15,175 1 Collective loan pool 2019 45,979 ( 629 ) 45,350 7 Total loans $ 680,691 $ ( 81,985 ) $ 598,706 41 (1) Carrying value is exclusive of deferred gains of $ 62,819,000 recorded in accrued expenses and other liabilities on the Consolidated Balance Sheets. In March 2019, we recognized a provision for loan losses of $ 18,690,000 to fully reserve for certain Triple-net real estate loans receivable that were no longer deemed collectible. During the quarter ended June 30, 2019, these loans were written off. During the six months ended June 30, 2020, we recognized a provision for credit losses of $ 6,898,000 to fully reserve for one Triple-net non-real estate loan receivable and $ 1,303,000 to fully reserve for one Triple-net real estate loan receivable that were no longer deemed collectible. The following is a summary of the allowance for credit losses on loans receivable for the periods presented (in thousands): 14 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Six Months Ended June 30, 2020 June 30, 2019 Balance at beginning of period $ 68,372 $ 68,372 Adoption of ASU 2016-13 5,212 — Provision for loan losses 8,494 18,690 Loan write-offs — ( 18,690 ) Foreign currency translation ( 93 ) — Balance at end of period $ 81,985 $ 68,372 The following is a summary of our deteriorated loans (in thousands): Six Months Ended June 30, 2020 June 30, 2019 Balance of deteriorated loans at end of period (1) $ 186,584 $ 188,068 Allowance for credit losses ( 76,695 ) ( 68,372 ) Balance of deteriorated loans not reserved $ 109,889 $ 119,696 Interest recognized on deteriorated loans (2) $ 7,912 $ 7,964 (1) Current year amounts include $ 10,716,000 and $ 2,534,000 of loans on non-accrual as of June 30, 2020 and December 31, 2019, respectively. Prior year amounts include $ 2,534,000 and$ 2,567,000 as of June 30, 2019 and December 31, 2018, respectively. (2) Represents cash interest recognized in the period. 8. Investments in Unconsolidated Entities We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for these properties have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) June 30, 2020 December 31, 2019 Seniors Housing Operating 10 % to 50 % $ 568,381 $ 463,741 Triple-net 10 % to 25 % 7,172 7,740 Outpatient Medical 15 % to 50 % 211,368 111,942 Total $ 786,921 $ 583,423 (1) Excludes ownership of in substance real estate. At June 30, 2020, the aggregate unamortized basis difference of our joint venture investments of $ 112,486,000 is primarily attributable to the difference between the amount for which we purchase 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 totaling $ 250,215,000 related to eight properties as of June 30, 2020 for the development and construction of certain properties which are classified as in substance real estate investments. We believe that such borrowers typically represent variable interest entities ("VIE" or "VIEs") in accordance with ASC 810 Consolidation. VIEs are required to be consolidated by their primary beneficiary ("PB") 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 PB 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 $ 212,306,000 related to these investments. 9. Credit Concentration We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the six months ended June 30, 2020, excluding our share of NOI in unconsolidated entities (dollars in thousands): 15 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) Sunrise Senior Living (3) 165 $ 134,872 12 % ProMedica 215 106,530 10 % Genesis Healthcare 52 58,831 5 % Revera (3) 94 57,268 5 % Avery Healthcare 59 37,298 3 % Remaining portfolio 941 709,733 65 % Totals 1,526 $ 1,104,532 100 % (1) Sunrise Senior Living and Revera are in our Seniors Housing Operating segment. Genesis Healthcare and ProMedica are in our Triple-net segment. Avery Healthcare is in both the Triple-net and Seniors Housing Operating segments. (2) NOI with our top five relationships comprised 37 % of total NOI for the year ended December 31, 2019. (3) Revera owns a controlling interest in Sunrise Senior Living. 10. Borrowings Under Credit Facilities and Commercial Paper Program At June 30, 2020, we had a primary unsecured credit facility with a consortium of 31 banks that includes a $ 3,000,000,000 unsecured revolving credit facility (none outstanding at June 30, 2020), a $ 500,000,000 unsecured term credit facility and a $ 250,000,000 Canadian-denominated unsecured term credit facility. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $ 500,000,000 unsecured term credit facility by up to an additional $ 1,000,000,000 , 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 June 30, 2020). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate. The applicable margin is based on our debt ratings and was 0.825 % at June 30, 2020. 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 June 30, 2020. The term credit facilities mature on July 19, 2023. The revolving credit facility is scheduled to mature on July 19, 2022 and can be extended for two successive terms of six months each at our option. In January 2019, we established an unsecured commercial paper program. Under the terms of the 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 o f $ 1,000,000,000 (none outstanding at June 30, 2020). The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Balance outstanding at quarter end $ — $ 1,870,000 $ — $ 1,870,000 Maximum amount outstanding at any month end $ 685,000 $ 2,880,000 $ 2,100,000 $ 2,880,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 405,165 $ 1,807,631 $ 999,490 $ 1,301,883 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 1.57 % 3.08 % 2.08 % 3.11 % 11. Senior Unsecured Notes and Secured Debt We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At June 30, 2020, the annual principal payments due on these debt obligations were as follows (in thousands): 16 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2020 $ — $ 257,139 $ 257,139 2021 — 427,969 427,969 2022 (4) 1,010,000 444,119 1,454,119 2023 (5,6) 1,783,621 327,388 2,111,009 2024 1,350,000 176,366 1,526,366 Thereafter (7,8,9) 7,769,090 995,008 8,764,098 Totals $ 11,912,711 $ 2,627,989 $ 14,540,700 (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheet. (2) Annual interest rates range from 0.88 % to 6.50 %. (3) Annual interest rates range from 0.12 % to 12.00 %. Carrying value of the properties securing the debt totaled $ 5,774,000 at June 30, 2020. (4) Includes a $ 1,000,000,000 unsecured term credit facility. The loan matures on April 1, 2022 and bears interest at LIBOR plus 1.20 % ( 1.38 % at June 30, 2020). (5) Includes a $ 250,000,000 Canadian-denominated unsecured term credit facility (approximately $ 183,621,000 based on the Canadian/U.S. Dollar exchange rate on June 30, 2020). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9 % ( 1.42 % at June 30, 2020). (6) Includes a $ 500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9 % ( 1.09 % at June 30, 2020). (7) Includes a $ 300,000,000 Canadian-denominated 2.95 % senior unsecured notes due 2027 (approximately $ 220,345,000 based on the Canadian/U.S. Dollar exchange rate on June 30, 2020). (8) Includes a £ 550,000,000 4.80 % senior unsecured notes due 2028 (approximately $ 680,295,000 based on the Sterling/U.S. Dollar exchange rate in effect on June 30, 2020). (9) Includes a $ 500,000,000 4.50 % senior unsecured notes due 2034 (approximately $ 618,450,000 based on the Sterling/U.S. Dollar exchange rate in effect on June 30, 2020). The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Six Months Ended June 30, 2020 June 30, 2019 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 10,427,562 4.03 % $ 9,699,984 4.48 % Debt issued 1,600,000 1.89 % 2,050,000 3.58 % Debt extinguished — — % ( 1,050,000 ) 4.98 % Foreign currency ( 114,851 ) 4.30 % 11,572 3.52 % Ending balance $ 11,912,711 3.65 % $ 10,711,556 4.24 % In April, we closed on our previously announced $ 1.0 billion two-year unsecured term loan due April 2022. The term loan bears interest at a rate of 1-month LIBOR + 1.20 %, based on our credit rating. On June 30, 2020, we completed the issuance of $ 600 million senior unsecured notes bearing interest at 2.75 % with a maturity date of January 2031. On July 1, 2020 net proceeds were used to extinguish $ 160,872,000 of our 3.75 % senior unsecured notes due March 2023 and $ 265,376,000 of our 3.95 % senior unsecured notes due September 2023. We recognized a loss on extinguishment of $ 31,940,000 in July in conjunction with the transaction. Additionally, on July 2, 2020 we repaid $ 140,000,000 on our unsecured term loan. The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Six Months Ended June 30, 2020 June 30, 2019 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,993,342 3.63 % $ 2,485,711 3.90 % Debt issued 44,921 2.58 % 295,969 3.52 % Debt assumed — — % 42,000 4.62 % Debt extinguished ( 314,631 ) 2.94 % ( 151,473 ) 4.42 % Principal payments ( 30,709 ) 3.55 % ( 27,227 ) 3.74 % Foreign currency ( 64,934 ) 3.13 % 45,002 3.37 % Ending balance $ 2,627,989 3.09 % $ 2,689,982 3.84 % 17 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 June 30, 2020, we were in compliance with all of the covenants under our debt agreements. 12. Derivative Instruments We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks. Foreign Currency Forward Contracts Designated as Cash Flow Hedges For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is deferred as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings. Cash Flow Hedges 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 were used to hedge the variable cash flows associated with variable-rate debt. 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 income over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately reclassified to the Consolidated Statements of Comprehensive Income. 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 six months ended June 30, 2020 and 2019, we settled certain net investment hedges generating cash proceeds of $ 3,485,000 and $ 6,716,000 , 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. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): 18 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2020 December 31, 2019 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 650,000 $ 725,000 Denominated in Pounds Sterling £ 1,340,708 £ 1,340,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pounds Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 1,188,250 $ 1,188,250 Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 112,726 $ 405,819 Forward sales contracts denominated in Canadian Dollars $ 80,000 $ — Forward purchase contracts denominated in Pounds Sterling £ — £ ( 125,000 ) Forward sales contracts denominated in Pounds Sterling £ — £ 125,000 (1) At June 30, 2020 the maximum maturity date was July 15, 2021. The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, Description Location 2020 2019 2020 2019 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 4,106 $ 7,134 $ 10,751 $ 12,467 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ ( 1,953 ) $ ( 1,128 ) $ ( 2,048 ) $ ( 2,666 ) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ ( 27,171 ) $ 100,407 $ 231,941 $ 12,725 13. Commitments and Contingencies At June 30, 2020, we had 8 outstanding letter of credit obligations totaling $ 37,014,000 and expiring between 2020 and 2024. At June 30, 2020, we had outstanding construction in progress of $ 411,700,000 and were committed to providing additional funds of approximately $ 332,074,000 to complete construction. Additionally, at June 30, 2020, we had outstanding investments classified as in substance real estate of $ 250,215,000 and were committed to provide additional funds of $ 212,306,000 (see Note 8 for additional information). Purchase obligations at June 30, 2020 also include $ 19,442,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenant 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: June 30, 2020 December 31, 2019 Preferred Stock: Authorized shares 50,000,000 50,000,000 Issued shares — — Outstanding shares — — Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 418,869,381 411,550,857 Outstanding shares 417,302,448 410,256,615 Preferred Stock The following is a summary of our preferred stock activity during the periods indicated: 19 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Six Months Ended June 30, 2020 June 30, 2019 Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Beginning balance — — % 14,369,965 6.50 % Shares converted — — % ( 14,369,965 ) 6.50 % Ending balance — — % — — % During the six months ended June 30, 2019, we converted all of the outstanding Series I Preferred Stock. Each share was converted into 0.8857 shares of common stock. Common Stock In February 2019, we entered into an amended and restated equity distribution agreement whereby we can offer and sell up to $ 1,500,000,000 aggregate amount of our common stock ("Equity Shelf Program"). The Equity Shelf Program also allows us to enter into forward sale agreements. During the six months ended June 30, 2020, we physically settled all of our outstanding forward sales agreements for cash proceeds of $ 576,196,000 . As of June 30, 2020, we h ad $ 499,341,000 of remaining capacity under the Equity Shelf Program. On May 1, 2020, our Board of Directors authorized a share repurchase program whereby we may repurchase up to $ 1 billion of common stock through December 31, 2021 (the "Repurchase Program"). Under this authorization, we are not required to purchase shares but may choose to do so in the open market or through private transactions at times and amounts based on our evaluation of market conditions and other factors. We expect to finance any share repurchases under the Repurchase Program using available cash and may use proceeds from borrowings or debt offerings. During the six months ended June 30, 2020, we repurchased 201,947 shares at an averag e price of $ 37.89 per share. The following is a summary of our common stock issuances during the six months ended June 30, 2020 and 2019 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2019 Dividend reinvestment plan issuances 4,304,712 $ 75.20 $ 323,724 $ 320,243 2019 Option exercises 10,736 51.32 551 551 2019 Equity shelf program issuances 4,384,045 74.97 328,665 326,362 2019 Preferred stock conversions 12,712,452 — — 2019 Stock incentive plans, net of forfeitures 167,565 — — 2019 Totals 21,579,510 $ 652,940 $ 647,156 2020 Dividend reinvestment plan issuances 264,153 $ 72.33 $ 19,105 $ 19,105 2020 Option exercises 251 47.81 12 12 2020 Equity shelf program issuances 6,799,978 86.48 588,072 576,196 2020 Stock incentive plans, net of forfeitures 183,398 — — 2020 Totals 7,247,780 $ 607,189 $ 595,313 Dividends The decrease in dividends is attributable to the declaration of a reduced cash dividend beginning with the quarter ending March 31, 2020. The following is a summary of our dividend payments (in thousands, except per share amounts): Six Months Ended June 30, 2020 June 30, 2019 Per Share Amount Per Share Amount Common stock $ 1.48 $ 610,847 $ 1.74 $ 698,437 Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): June 30, 2020 December 31, 2019 Foreign currency translation $ ( 956,454 ) $ ( 719,814 ) Derivative and financial instruments designated as hedges 839,598 607,657 Total accumulated other comprehensive income (loss) $ ( 116,856 ) $ ( 112,157 ) 20 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 15. Stock Incentive Plans Our 2016 Long-Term Incentive Plan (“2016 Plan”) authorizes up to 10,000,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board of Directors. Our non-employee directors, officers and key employees are eligible to participate in the 2016 Plan. The 2016 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three to five years . Options expire ten years from the date of grant. Stock-based compensation expense totaled $ 7,290,000 and $ 14,373,000 for the three and six months ended June 30, 2020, respectfully, and $ 7,662,000 and $ 15,192,000 for the same periods in 2019. 16. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 179,246 $ 137,762 $ 489,530 $ 418,232 Adjustment for net income (loss) attributable to OP units ( 1,366 ) 35 ( 2,754 ) 88 Numerator for diluted earnings per share $ 177,880 $ 137,797 $ 486,776 $ 418,320 Denominator for basic earnings per share - weighted average shares 417,084 404,607 413,696 398,073 Effect of dilutive securities: Employee stock options — — — 1 Non-vested restricted shares 619 955 661 911 Redeemable OP units 1,396 1,096 1,396 1,096 Employee stock purchase program 22 15 22 15 Dilutive potential common shares 2,037 2,066 2,079 2,023 Denominator for diluted earnings per share - adjusted weighted average shares 419,121 406,673 415,775 400,096 Basic earnings per share $ 0.43 $ 0.34 $ 1.18 $ 1.05 Diluted earnings per share $ 0.42 $ 0.34 $ 1.17 $ 1.05 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. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for additional information. 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 Securities — Equity securities are recorded at their fair value based on Level 1 publicly available trading prices. 21 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program — The carrying amount of the primary unsecured credit facility and commercial paper program approximates fair value because the borrowings are interest rate adjustable. Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable. Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable. Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from observable market data, including yield curves and foreign exchange rates (all of our derivatives are Level 2). Redeemable OP Unitholder Interests — Our redeemable OP 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 OP 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): June 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 100,782 $ 107,407 $ 145,686 $ 150,217 Other real estate loans receivable 124,089 124,291 124,696 128,512 Equity securities 6,600 6,600 15,685 15,685 Cash and cash equivalents 1,678,770 1,678,770 284,917 284,917 Restricted cash 147,473 147,473 100,849 100,849 Non-real estate loans receivable 373,835 419,325 336,854 379,239 Foreign currency forward contracts, interest rate swaps and cross currency swaps 165,968 165,968 18,554 18,554 Financial liabilities: Borrowings under unsecured credit facility and commercial paper program $ — $ — $ 1,587,597 $ 1,587,597 Senior unsecured notes 11,815,972 12,890,274 10,336,513 11,400,571 Secured debt 2,619,678 2,668,133 2,990,962 3,041,893 Foreign currency forward contracts, interest rate swaps and cross currency swaps 64,077 64,077 53,601 53,601 Redeemable OP unitholder interests $ 97,179 $ 92,373 $ 121,440 $ 121,440 Items Measured at Fair Value on a Recurring Basis The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of June 30, 2020 Total Level 1 Level 2 Level 3 Equity securities $ 6,600 $ 6,600 $ — $ — Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 101,891 — 101,891 — Totals $ 108,491 $ 6,600 $ 101,891 $ — (1) Please see Note 12 for additional information. 22 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Items Measured at Fair Value on a Nonrecurring Basis In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired or assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of loans receivable) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally resides within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date. 18. Segment Reporting We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include seniors apartments, assisted living, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof that are owned and/or operated through RIDEA structures (see Note 19). Our Triple-net properties include the property types described above as well as long-term/post-acute care facilities. Under the Triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our Outpatient Medical properties are typically leased to multiple tenants and generally require a certain level of property management by us. We evaluate performance based upon consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. Non-segment revenue consists mainly of interest income on certain non-real estate investments and 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 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019). 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. There are no intersegment sales or transfers. 23 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): Three Months Ended June 30, 2020: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 769,560 $ — $ — $ — $ 769,560 Rental income — 217,492 178,813 — 396,305 Interest income 88 15,520 461 — 16,069 Other income 4,002 607 1,557 375 6,541 Total revenues 773,650 233,619 180,831 375 1,188,475 Property operating expenses 595,513 13,563 51,688 — 660,764 Consolidated net operating income 178,137 220,056 129,143 375 527,711 Depreciation and amortization 139,163 58,138 68,070 — 265,371 Interest expense 14,029 2,746 4,326 105,256 126,357 General and administrative expenses — — — 34,062 34,062 Loss (gain) on derivatives and financial instruments, net — 1,434 — — 1,434 Loss (gain) on extinguishment of debt, net ( 492 ) — 741 — 249 Provision for loan losses — 1,451 ( 29 ) — 1,422 Impairment of assets 75,151 — — — 75,151 Other expenses 5,251 3,500 6,456 4,204 19,411 Income (loss) from continuing operations before income taxes and other items ( 54,965 ) 152,787 49,579 ( 143,147 ) 4,254 Income tax (expense) benefit — — — ( 2,233 ) ( 2,233 ) Income (loss) from unconsolidated entities ( 6,787 ) 6,403 1,716 — 1,332 Gain (loss) on real estate dispositions, net 14,465 2,148 139,250 — 155,863 Income (loss) from continuing operations ( 47,287 ) 161,338 190,545 ( 145,380 ) 159,216 Net income (loss) $ ( 47,287 ) $ 161,338 $ 190,545 $ ( 145,380 ) $ 159,216 Total assets $ 14,915,588 $ 9,189,707 $ 7,434,364 $ 1,622,993 $ 33,162,652 Three Months Ended June 30, 2019: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 914,085 $ — $ — $ — $ 914,085 Rental income — 222,362 163,224 — 385,586 Interest income — 17,118 238 — 17,356 Other income 1,444 1,278 ( 97 ) 454 3,079 Total revenues 915,529 240,758 163,365 454 1,320,106 Property operating expenses 637,317 12,823 50,987 — 701,127 Consolidated net operating income 278,212 227,935 112,378 454 618,979 Depreciation and amortization 136,551 56,056 55,445 — 248,052 Interest expense 17,572 3,225 3,386 117,153 141,336 General and administrative expenses — — — 33,741 33,741 Loss (gain) on derivatives and financial instruments, net — 1,913 — — 1,913 Impairment of assets — ( 940 ) 10,879 — 9,939 Other expenses 11,857 5,560 ( 4 ) 4,215 21,628 Income (loss) from continuing operations before income taxes and other items 112,232 162,121 42,672 ( 154,655 ) 162,370 Income tax (expense) benefit — — — ( 1,599 ) ( 1,599 ) Income (loss) from unconsolidated entities ( 17,453 ) 6,578 1,826 — ( 9,049 ) Gain (loss) on real estate dispositions, net ( 550 ) ( 1,130 ) ( 2 ) — ( 1,682 ) Income (loss) from continuing operations 94,229 167,569 44,496 ( 156,254 ) 150,040 Net income (loss) $ 94,229 $ 167,569 $ 44,496 $ ( 156,254 ) $ 150,040 24 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Six Months Ended June 30, 2020 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,619,532 $ — $ — $ — $ 1,619,532 Rental income — 408,877 377,388 — 786,265 Interest income 192 30,191 927 — 31,310 Other income 5,054 2,280 1,845 791 9,970 Total revenues 1,624,778 441,348 380,160 791 2,447,077 Property operating expenses 1,203,384 26,865 112,296 — 1,342,545 Consolidated net operating income 421,394 414,483 267,864 791 1,104,532 Depreciation and amortization 285,937 115,832 138,403 — 540,172 Interest expense 30,463 5,598 9,134 223,169 268,364 General and administrative expenses — — — 69,543 69,543 Loss (gain) on derivatives and financial instruments, net — 9,085 — — 9,085 Loss (gain) on extinguishment of debt, net ( 492 ) — 741 — 249 Provision for loan losses — 8,523 ( 29 ) — 8,494 Impairment of assets 78,646 24,332 — — 102,978 Other expenses 8,240 4,013 7,463 5,987 25,703 Income (loss) from continuing operations before income taxes and other items 18,600 247,100 112,152 ( 297,908 ) 79,944 Income tax (expense) benefit — — — ( 7,675 ) ( 7,675 ) Income (loss) from unconsolidated entities ( 17,811 ) 12,199 3,252 — ( 2,360 ) Gain (loss) on real estate dispositions, net 14,316 51,785 352,586 — 418,687 Income (loss) from continuing operations 15,105 311,084 467,990 ( 305,583 ) 488,596 Net income (loss) $ 15,105 $ 311,084 $ 467,990 $ ( 305,583 ) $ 488,596 Six Months Ended June 30, 2019 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,782,370 $ — $ — $ — $ 1,782,370 Rental income — 454,394 312,276 — 766,670 Interest income — 32,064 411 — 32,475 Other income 5,545 2,541 139 2,611 10,836 Total revenues 1,787,915 488,999 312,826 2,611 2,592,351 Property operating expenses 1,245,003 27,778 99,153 — 1,371,934 Consolidated net operating income 542,912 461,221 213,673 2,611 1,220,417 Depreciation and amortization 268,126 117,404 106,454 — 491,984 Interest expense 35,823 6,665 6,734 237,346 286,568 General and administrative expenses — — — 69,023 69,023 Loss (gain) on derivatives and financial instruments, net — ( 574 ) — — ( 574 ) Loss (gain) on extinguishment of debt, net — — — 15,719 15,719 Provision for loan losses — 18.69 18,690 — — 18.69 — 18,690 Impairment of assets — ( 940 ) 10,879 — 9,939 Other expenses 14,803 8,589 750 6,242 30,384 Income (loss) from continuing operations before income taxes and other items 224,160 311,387 88,856 ( 325,719 ) 298,684 Income tax (expense) benefit — — — ( 3,821 ) ( 3,821 ) Income (loss) from unconsolidated entities ( 34,033 ) 12,236 3,549 — ( 18,248 ) Gain (loss) on real estate dispositions, net ( 710 ) 166,444 ( 7 ) — 165,727 Income (loss) from continuing operations 189,417 490,067 92,398 ( 329,540 ) 442,342 Net income (loss) $ 189,417 $ 490,067 $ 92,398 $ ( 329,540 ) $ 442,342 25 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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): Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Revenues: Amount (1) % Amount % Amount (1) % Amount % United States $ 973,772 81.9 % $ 1,092,376 82.8 % $ 2,001,553 81.8 % $ 2,136,042 82.4 % United Kingdom 109,437 9.2 % 112,647 8.5 % 227,319 9.3 % 225,065 8.7 % Canada 105,266 8.9 % 115,083 8.7 % 218,205 8.9 % 231,244 8.9 % Total $ 1,188,475 100.0 % $ 1,320,106 100.0 % $ 2,447,077 100.0 % $ 2,592,351 100.0 % As of June 30, 2020 December 31, 2019 Assets: Amount % Amount % United States $ 27,655,745 83.4 % $ 27,513,911 82.4 % United Kingdom 3,175,033 9.6 % 3,405,388 10.2 % Canada 2,331,874 7.0 % 2,461,452 7.4 % Total $ 33,162,652 100.0 % $ 33,380,751 100.0 % (1) The United States, United Kingdom and Canada represent 77 %, 10 % and 13 %, respectively, of our resident fees and services revenue stream for the three and six months ended June 30, 2020. 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. Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, a REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor”. Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property”. 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. We have entered into various joint ventures that were structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the unaudited consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years. Income taxes reflected in the financial statements primarily represents U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The provision for income taxes for the six months ended June 30, 2020 and 2019, was primarily due to operating income or losses, offset by certain discrete items at our TRS entities. In 2014, we established certain wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this holding company structure. The structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this holding company structure and most of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal income tax purposes. Subsequent to 2014 we transferred certain subsidiaries to the United Kingdom, while some wholly-owned direct and indirect subsidiaries remain in Luxembourg and Jersey. The company reflects current and deferred tax liabilities for any such withholding taxes incurred from this holding company structure in its consolidated financial statements. Generally, given current statutes of limitations, we are subject to audit by the foreign, federal, state and local taxing authorities under applicable local laws. 26 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS On March 27, 2020, the President of the United States signed the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) into law. The CARES Act, among its economic stimulus provisions, includes a number of tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carrybacks, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Certain of these provisions may impact the provision for taxes in our consolidated financial statements, including in particular the provision allowing for the carryback of net operating losses which would be applicable to our TRSs. We have made a reasonable estimate of the tax impact to us of the CARES Act in our consolidated financial statements, and while we do not believe that there will be further material impacts to the consolidated financial statements related to the CARES Act tax provisions, we will continue to evaluate the impact of the CARES Act and any guidance provided by the U.S. Treasury and the IRS on our consolidated financial statements. It is possible our estimates could differ materially from the actual tax impact to us of the CARES Act. 20. Variable Interest Entities We have entered into joint ventures to own certain seniors housing and outpatient medical assets which are deemed to be VIEs. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the joint venture and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Except for capital contributions associated with the initial joint venture formations, the joint ventures have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): June 30, 2020 December 31, 2019 Assets: Net real estate investments $ 457,107 $ 960,093 Cash and cash equivalents 30,438 27,522 Receivables and other assets 12,596 14,586 Total assets (1) $ 500,141 $ 1,002,201 Liabilities and equity: Secured debt $ 166,567 $ 460,117 Lease liabilities 1,326 1,326 Accrued expenses and other liabilities 14,810 22,215 Total equity 317,438 518,543 Total liabilities and equity $ 500,141 $ 1,002,201 (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. 27 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY Company Overview 29 Business Strategy 30 Key Transactions 31 Key Performance Indicators, Trends and Uncertainties 32 Corporate Governance 34 LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash 34 Off-Balance Sheet Arrangements 35 Contractual Obligations 35 Capital Structure 36 RESULTS OF OPERATIONS Summary 36 Seniors Housing Operating 36 Triple-net 38 Outpatient Medical 40 Non-Segment/Corporate 42 OTHER Non-GAAP Financial Measures 43 Critical Accounting Policies 50 Cautionary Statement Regarding Forward-Looking Statements 51 28