WELLTOWER INC. 10-Q

Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS WELLTOWER INC. AND SUBSIDIARIES (In thousands) March 31, 2022 (Unaudited) December 31, 2021 (Note) Assets: Real estate investments: Real property owned: Land and land improvements $ 4,030,150 $ 3,968,430 Buildings and improvements 31,724,328 31,062,203 Acquired lease intangibles 1,844,780 1,789,628 Real property held for sale, net of accumulated depreciation 199,490 134,097 Construction in progress 717,657 651,389 Less accumulated depreciation and amortization ( 7,215,622 ) ( 6,910,114 ) Net real property owned 31,300,783 30,695,633 Right of use assets, net 404,689 522,796 Real estate loans receivable, net of credit allowance 1,003,136 1,068,681 Net real estate investments 32,708,608 32,287,110 Other assets: Investments in unconsolidated entities 1,138,526 1,039,043 Goodwill 68,321 68,321 Cash and cash equivalents 301,089 269,265 Restricted cash 65,954 77,490 Straight-line rent receivable 385,639 365,643 Receivables and other assets 804,316 803,453 Total other assets 2,763,845 2,623,215 Total assets $ 35,472,453 $ 34,910,325 Liabilities and equity Liabilities: Unsecured credit facility and commercial paper $ 299,968 $ 324,935 Senior unsecured notes 12,136,760 11,613,758 Secured debt 2,104,945 2,192,261 Lease liabilities 548,999 545,944 Accrued expenses and other liabilities 1,203,755 1,235,554 Total liabilities 16,294,427 15,912,452 Redeemable noncontrolling interests 445,960 401,294 Equity: Common stock 455,376 448,605 Capital in excess of par value 23,620,112 23,133,641 Treasury stock ( 112,518 ) ( 107,750 ) Cumulative net income 8,725,661 8,663,736 Cumulative dividends ( 14,654,583 ) ( 14,380,915 ) Accumulated other comprehensive income (loss) ( 138,472 ) ( 121,316 ) Total Welltower Inc. stockholders’ equity 17,895,576 17,636,001 Noncontrolling interests 836,490 960,578 Total equity 18,732,066 18,596,579 Total liabilities and equity $ 35,472,453 $ 34,910,325 Note: The consolidated balance sheet at December 31, 2021 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. 5 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands, except per share data) Three Months Ended March 31, 2022 2021 Revenues: Resident fees and services $ 994,335 $ 723,464 Rental income 356,390 302,843 Interest income 38,994 19,579 Other income 5,985 6,176 Total revenues 1,395,704 1,052,062 Expenses: Property operating expenses 853,669 617,326 Depreciation and amortization 304,088 244,426 Interest expense 121,696 123,142 General and administrative expenses 37,706 29,926 Loss (gain) on derivatives and financial instruments, net 2,578 1,934 Loss (gain) on extinguishment of debt, net ( 12 ) ( 4,643 ) Provision for loan losses, net ( 804 ) 1,383 Impairment of assets — 23,568 Other expenses 26,069 10,994 Total expenses 1,344,990 1,048,056 Income (loss) from continuing operations before income taxes and other items 50,714 4,006 Income tax (expense) benefit ( 5,013 ) ( 3,943 ) Income (loss) from unconsolidated entities ( 2,884 ) 13,049 Gain (loss) on real estate dispositions, net 22,934 59,080 Income (loss) from continuing operations 65,751 72,192 Net income 65,751 72,192 Less: Net income (loss) attributable to noncontrolling interests (1) 3,826 646 Net income (loss) attributable to common stockholders $ 61,925 $ 71,546 Weighted average number of common shares outstanding: Basic 447,379 417,241 Diluted 449,802 419,079 Earnings per share: Basic: Income (loss) from continuing operations $ 0.15 $ 0.17 Net income (loss) attributable to common stockholders $ 0.14 $ 0.17 Diluted: Income (loss) from continuing operations $ 0.15 $ 0.17 Net income (loss) attributable to common stockholders (2) $ 0.14 $ 0.17 Dividends declared and paid per common share $ 0.61 $ 0.61 (1) Includes amounts attributable to redeemable noncontrolling interests. (2) Includes adjustment to the numerator for income (loss) attributable to OP unitholders. 6 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands) Three Months Ended March 31, 2022 2021 Net income $ 65,751 $ 72,192 Other comprehensive income (loss): Foreign currency translation gain (loss) ( 66,948 ) 44,210 Derivative and financial instruments designated as hedges gain (loss) 51,940 ( 20,037 ) Total other comprehensive income (loss) ( 15,008 ) 24,173 Total comprehensive income (loss) 50,743 96,365 Less: Total comprehensive income (loss) attributable to noncontrolling interests (1) 5,974 4,451 Total comprehensive income (loss) attributable to common stockholders $ 44,769 $ 91,914 (1) Includes amounts attributable to redeemable noncontrolling interests. 7 CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands) Three Months Ended March 31, 2022 Common Stock Capital in Excess of Par Value Treasury Stock Cumulative Net Income Cumulative Dividends Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Balances at January 1, 2022 $ 448,605 $ 23,133,641 $ ( 107,750 ) $ 8,663,736 $ ( 14,380,915 ) $ ( 121,316 ) $ 960,578 $ 18,596,579 Comprehensive income: Net income (loss) 61,925 2,752 64,677 Other comprehensive income (loss) ( 17,156 ) 1,465 ( 15,691 ) Total comprehensive income 48,986 Net change in noncontrolling interests ( 63,026 ) ( 128,305 ) ( 191,331 ) Amounts related to stock incentive plans, net of forfeitures 166 7,279 ( 4,768 ) 2,677 Net proceeds from issuance of common stock 6,605 542,218 548,823 Dividends paid: Common stock dividends ( 273,668 ) ( 273,668 ) Balances at March 31, 2022 $ 455,376 $ 23,620,112 $ ( 112,518 ) $ 8,725,661 $ ( 14,654,583 ) $ ( 138,472 ) $ 836,490 $ 18,732,066 Three Months Ended March 31, 2021 Common Stock Capital in Excess of Par Value Treasury Stock Cumulative Net Income Cumulative Dividends Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Balances at January 1, 2021 $ 418,691 $ 20,823,145 $ ( 104,490 ) $ 8,327,598 $ ( 13,343,721 ) $ ( 148,504 ) $ 908,853 $ 16,881,572 Comprehensive income: Net income (loss) 71,546 ( 177 ) 71,369 Other comprehensive income (loss) 20,368 3,729 24,097 Total comprehensive income 95,466 Net change in noncontrolling interests ( 14,250 ) ( 20,266 ) ( 34,516 ) Amounts related to stock incentive plans, net of forfeitures 175 5,393 ( 2,029 ) 3,539 Net proceeds from issuance of common stock ( 92 ) ( 92 ) Dividends paid: Common stock dividends ( 254,952 ) ( 254,952 ) Balances at March 31, 2021 $ 418,866 $ 20,814,196 $ ( 106,519 ) $ 8,399,144 $ ( 13,598,673 ) $ ( 128,136 ) $ 892,139 $ 16,691,017 8 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) WELLTOWER INC. AND SUBSIDIARIES (In thousands) Three Months Ended March 31, 2022 2021 Operating activities: Net income $ 65,751 $ 72,192 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 304,088 244,426 Other amortization expenses 5,592 4,197 Provision for loan losses ( 804 ) 1,383 Impairment of assets — 23,568 Stock-based compensation expense 7,445 5,576 Loss (gain) on derivatives and financial instruments, net 2,578 1,934 Loss (gain) on extinguishment of debt, net ( 12 ) ( 4,643 ) Loss (income) from unconsolidated entities 2,884 ( 13,049 ) Rental income less than (in excess of) cash received ( 22,215 ) 30,563 Amortization related to above (below) market leases, net ( 419 ) ( 460 ) Loss (gain) on real estate dispositions, net ( 22,934 ) ( 59,080 ) Distributions by unconsolidated entities 6,982 3,036 Increase (decrease) in accrued expenses and other liabilities ( 23,416 ) ( 4,406 ) Decrease (increase) in receivables and other assets ( 1,000 ) ( 1,579 ) Net cash provided from (used in) operating activities 324,520 303,658 Investing activities: Cash disbursed for acquisitions, net of cash acquired ( 601,410 ) ( 203,107 ) Cash disbursed for capital improvements to existing properties ( 90,229 ) ( 28,780 ) Cash disbursed for construction in progress ( 138,141 ) ( 73,605 ) Capitalized interest ( 5,479 ) ( 4,496 ) Investment in loans receivable ( 39,201 ) ( 43,148 ) Principal collected on loans receivable 89,207 2,852 Other investments, net of payments 2,401 664 Contributions to unconsolidated entities ( 115,249 ) ( 94,095 ) Distributions by unconsolidated entities 5,882 36,934 Proceeds from (payments on) derivatives 10,104 ( 6,567 ) Proceeds from sales of real property 73,568 274,208 Net cash provided from (used in) investing activities ( 808,547 ) ( 139,140 ) Financing activities: Net increase (decrease) under unsecured credit facility and commercial paper ( 24,967 ) — Net proceeds from issuance of senior unsecured notes 545,082 713,907 Net proceeds from the issuance of secured debt 5,385 — Payments on secured debt ( 116,789 ) ( 57,888 ) Net proceeds from the issuance of common stock 549,346 — Payments for deferred financing costs and prepayment penalties ( 69 ) ( 1,221 ) Contributions by noncontrolling interests (1) 4,101 5,073 Distributions to noncontrolling interests (1) ( 177,979 ) ( 30,117 ) Cash distributions to stockholders ( 273,045 ) ( 254,915 ) Other financing activities ( 5,960 ) ( 2,936 ) Net cash provided from (used in) financing activities 505,105 371,903 Effect of foreign currency translation on cash and cash equivalents and restricted cash ( 790 ) 1,358 Increase (decrease) in cash, cash equivalents and restricted cash 20,288 537,779 Cash, cash equivalents and restricted cash at beginning of period 346,755 2,021,043 Cash, cash equivalents and restricted cash at end of period $ 367,043 $ 2,558,822 Supplemental cash flow information: Interest paid $ 123,012 $ 135,947 Income taxes paid (received), net 631 ( 852 ) (1) Includes amounts attributable to redeemable noncontrolling interests. 9 WELLTOWER INC. NOTES TO UNAUDITED 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™, 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. 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." This Quarterly Report on Form 10-Q pertains to the business and results of Old Welltower for its quarter ended March 31, 2022. Forward-looking references to dates and periods occurring after April 1, 2022 are references to Welltower Inc. (New Welltower). We have elected to co-file this report to ensure continuity of information to investors. For additional information on the UPREIT reorganization, please see our Current Reports on Form 8-K filed with the SEC on March 7, 2022 and April 1, 2022. 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 three months ended March 31, 2022 are not necessarily an indication of the results that may be expected for the year ending December 31, 2022. 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, 2021. 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, the direct and indirect economic effects of the pandemic and containment measures, the impact of new variants, the effectiveness of vaccines, the overall pace of recovery, 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. Our Seniors Housing Operating revenues are dependent on occupancy, which has steadily increased in recent months. As of March 31, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining and activities. Average occupancy increased from 73.0 % to 77.5 % for the three months ended March 31, 2022 and 2021, respectively. Occupancy metrics represent occupancy at our share for 543 properties in operation as of December 31, 2020, including unconsolidated properties but excluding acquisitions, executed dispositions, development conversions and four closed properties. Property-level operating expenses associated with the COVID-19 pandemic related to our Seniors Housing Operating portfolio totaled $ 11,003,000 and $ 27,976,000 for the three months ended March 31, 2022 and 2021, respectively. These expenses were incurred as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective equipment and supplies, net of reimbursements. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice. In 2021 and 2022, 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 three months ended March 31, 2022 and 2021, we recognized $ 5,760,000 and $ 49,180,000 , respectively, of government grant income as a reduction to property operating expenses in our Consolidated Statements of Comprehensive Income. 10 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Our Triple-net operators have experienced similar occupancy declines and operating costs as our Seniors Housing Operating properties. Additionally, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the CARES Act Paycheck Protection Program and Provider Relief Fund. New Accounting Standards • In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. The ASU is effective for public business entities beginning after December 15, 2021 including interim periods within those fiscal years. The adoption of this standard did not have a significant impact on our consolidated financial statements. • 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. The new standard was effective for us upon issuance and elections can be made through December 31, 2022. We are currently evaluating our options with regards to existing contracts and hedging relationships and the impact of adopting this update on our consolidated financial statements. 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. 11 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Three Months Ended March 31, 2022 March 31, 2021 Seniors Housing Operating Triple-net Outpatient Medical Totals Seniors Housing Operating Triple-net Outpatient Medical Totals Land and land improvements $ 43,897 $ — $ 240 $ 44,137 $ 1,240 $ 24,154 $ 2,273 $ 27,667 Buildings and improvements 402,342 171 131,412 533,925 3,491 170,362 10,570 184,423 Acquired lease intangibles 31,366 — 16,978 48,344 339 — 1,439 1,778 Right of use assets, net — — 3,852 3,852 — — — — Total net real estate assets 477,605 171 152,482 630,258 5,070 194,516 14,282 213,868 Receivables and other assets 1,630 — — 1,630 34 — — 34 Total assets acquired 479,235 171 152,482 631,888 5,104 194,516 14,282 213,902 Lease liabilities — — ( 3,852 ) ( 3,852 ) — — — — Accrued expenses and other liabilities ( 4,154 ) — — ( 4,154 ) — ( 8,703 ) ( 36 ) ( 8,739 ) Total liabilities acquired ( 4,154 ) — ( 3,852 ) ( 8,006 ) — ( 8,703 ) ( 36 ) ( 8,739 ) Noncontrolling interests (1) ( 20,348 ) ( 4 ) — ( 20,352 ) — ( 2,056 ) — ( 2,056 ) Non-cash acquisition related activity (2) ( 2,120 ) — — ( 2,120 ) — — — — Cash disbursed for acquisitions 452,613 167 148,630 601,410 5,104 183,757 14,246 203,107 Construction in progress additions 113,407 20,756 9,642 143,805 38,373 31,809 7,601 77,783 Less: Capitalized interest ( 4,179 ) ( 1,089 ) ( 211 ) ( 5,479 ) ( 2,980 ) ( 524 ) ( 992 ) ( 4,496 ) Accruals (3) ( 1,963 ) — 1,778 ( 185 ) 7 — 311 318 Cash disbursed for construction in progress 107,265 19,667 11,209 138,141 35,400 31,285 6,920 73,605 Capital improvements to existing properties 68,612 8,294 13,323 90,229 ( 3,159 ) 25,295 6,644 28,780 Total cash invested in real property, net of cash acquired $ 628,490 $ 28,128 $ 173,162 $ 829,780 $ 37,345 $ 240,337 $ 27,810 $ 305,492 (1) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. (2) Relates to the acquisition of assets previously recognized as investments in unconsolidated entities. (3) R epresents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. 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. As of March 31, 2022, a right of use asset of $ 77,080,000 and a related lease liability of $ 135,701,000 were recorded on the Consolidated Balance Sheet. 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): Three Months Ended March 31, 2022 March 31, 2021 Development projects: Seniors Housing Operating $ 73,458 $ — Triple-net — 22,990 Total construction in progress conversions $ 73,458 $ 22,990 12 WELLTOWER INC. NOTES TO UNAUDITED 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): March 31, 2022 December 31, 2021 Assets: In place lease intangibles $ 1,732,980 $ 1,681,533 Above market tenant leases 53,988 53,964 Lease commissions 57,812 54,131 Gross historical cost 1,844,780 1,789,628 Accumulated amortization ( 1,338,046 ) ( 1,286,259 ) Net book value $ 506,734 $ 503,369 Weighted-average amortization period in years 7.2 5.5 Liabilities: Below market tenant leases $ 74,910 $ 74,909 Accumulated amortization ( 47,174 ) ( 45,291 ) Net book value $ 27,736 $ 29,618 Weighted-average amortization period in years 8.3 8.2 The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended March 31, 2022 2021 Rental income related to (above)/below market tenant leases, net $ 385 $ 425 Amortization related to in place lease intangibles and lease commissions ( 47,994 ) ( 22,779 ) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2022 $ 138,363 $ 5,482 2023 132,163 5,262 2024 63,179 3,117 2025 26,311 2,588 2026 22,718 2,077 Thereafter 124,000 9,210 Total $ 506,734 $ 27,736 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 (i.e., property type, relationship or geography). At March 31, 2022, three Seniors Housing Operating, 11 Triple-net, and one Outpatient Medical properties with an aggregate real estate balance of $ 199,490,000 were classified as held for sale. In addition to the real property balances held for sale, lease liabilities of $ 66,893,000 and net other assets and (liabilities) of $ 2,462,000 are included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties is approximately $ 273,165,000 . During the three months ended March 31, 2021, we recorded $ 12,098,000 of impairment charges related to one Triple-net property classified as held for sale for which the carrying value exceeded the estimated fair value less cost to sell. Additionally, during the three months ended March 31, 2021, we recorded $ 11,470,000 of impairment charges related to one Seniors Housing Operating property and two Triple-net properties that were held for use in which the carrying value exceeded the estimated fair value. 13 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of our real property disposition activity for the periods presented (in thousands): Three Months Ended March 31, 2022 2021 Real estate dispositions: Seniors Housing Operating $ — $ 74,326 Triple-net 52,661 — Outpatient Medical — 137,890 Total dispositions 52,661 212,216 Gain (loss) on real estate dispositions, net 22,934 59,080 Net other assets/(liabilities) disposed ( 2,027 ) 2,912 Proceeds from real estate dispositions $ 73,568 $ 274,208 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 March 31, 2022 2021 Revenues: Total revenues $ 4,958 $ 30,414 Expenses: Interest expense 871 1,115 Property operating expenses 1,971 3,576 Provision for depreciation 13 6,368 Total expenses 2,855 11,059 Income (loss) from real estate dispositions, net $ 2,103 $ 19,355 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 periods presented (in thousands): Three Months Ended Classification March 31, 2022 March 31, 2021 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,816 $ 5,358 Non-real estate investment lease expense General and administrative expenses 978 1,185 Finance lease cost: Amortization of leased assets Property operating expenses 1,156 2,035 Interest on lease liabilities Interest expense 1,618 1,663 Sublease income Rental income ( 2,715 ) ( 1,043 ) Total $ 6,853 $ 9,198 (1) Includes short-term leases, which are immaterial. 14 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Supplemental balance sheet information related to leases is as follows (in thousands): Classification March 31, 2022 December 31, 2021 Right of use assets: Operating leases - real estate Right of use assets, net $ 370,740 $ 367,068 Finance leases - real estate Right of use assets, net 33,949 155,728 Real estate right of use assets, net 404,689 522,796 Operating leases - non-real estate investments Receivables and other assets 9,430 9,627 Finance leases - held for sale (1) Real property held for sale, net of accumulated depreciation 119,733 — Total right of use assets, net $ 533,852 $ 532,423 Lease liabilities: Operating leases $ 438,175 $ 434,261 Financing leases 110,824 111,683 Total $ 548,999 $ 545,944 (1) At March 31, 2022 finance leases at seven properties were classified as held for sale. 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, 2021, we reserved for previously recognized straight-line rent receivable balances of $ 49,241,000 through rental income relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable. Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2022, we recognized $ 356,390,000 of rental income related to operating leases, of whi ch $ 48,074,000 w as for variable lease payments that primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the three months ended March 31, 2021, we recognized $ 302,843,000 of rental income related to operating leases, of which $ 46,026,000 was for variable lease payments. 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 ASU 2014-09, "Revenue from Contracts with Customers" (ASC 606). Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842, "Leases." The amount of revenue related to these leases was $ 94,827,000 and $ 15,771,000 for the three months ended March 31, 2022 and March 31, 2021, respectively. 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. 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 $ 26,215,000 and $ 26,659,000 as of March 31, 2022 and December 31, 2021, 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): March 31, 2022 December 31, 2021 Mortgage loans $ 833,070 $ 889,556 Other real estate loans 184,223 194,477 Allowance for credit losses on real estate loans receivable ( 14,157 ) ( 15,352 ) Real estate loans receivable, net of credit allowance 1,003,136 1,068,681 Non-real estate loans 390,559 375,060 Allowance for credit losses on non-real estate loans receivable ( 151,536 ) ( 151,433 ) Non-real estate loans receivable, net of credit allowance 239,023 223,627 Total loans receivable, net of credit allowance $ 1,242,159 $ 1,292,308 15 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of our loan activity for the periods presented (in thousands): Three Months Ended March 31, 2022 March 31, 2021 Advances on loans receivable $ 39,201 $ 43,148 Receipts on loans receivable ( 89,207 ) ( 2,852 ) Net cash advances (receipts) on loans receivable $ ( 50,006 ) $ 40,296 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 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): March 31, 2022 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2018 $ 174,841 $ ( 148,438 ) $ 26,403 3 Collective loan pool 2007-2017 209,774 ( 2,982 ) 206,792 15 Collective loan pool 2018 22,800 ( 325 ) 22,475 2 Collective loan pool 2019 22,084 ( 315 ) 21,769 4 Collective loan pool 2020 50,563 ( 721 ) 49,842 6 Collective loan pool 2021 894,186 ( 12,433 ) 881,753 20 Collective loan pool 2022 33,604 ( 479 ) 33,125 5 Total loans $ 1,407,852 $ ( 165,693 ) $ 1,242,159 55 The total allowance for credit losses balance is deemed 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): Three Months Ended March 31, 2022 March 31, 2021 Balance at beginning of period $ 166,785 $ 224,036 Provision for loan losses ( 804 ) 1,383 Loan write-offs — ( 1,322 ) Foreign currency translation ( 288 ) 49 Balance at end of period $ 165,693 $ 224,146 The following is a summary of our deteriorated loans (in thousands): Three Months Ended March 31, 2022 March 31, 2021 Balance of deteriorated loans at end of period (1) $ 174,841 $ 241,012 Allowance for credit losses ( 148,438 ) ( 211,191 ) Balance of deteriorated loans not reserved $ 26,403 $ 29,821 Interest recognized on deteriorated loans (2) $ — $ 3,079 ( 1) Current year amounts include $ 2,157,000 and $ 2,157,000 of loans on non-accrual as of March 31, 2022 and December 31, 2021, respectively. Prior year amounts include $ 2,250,000 and $ 3,623,000 as of March 31, 2021 and December 31, 2020, respectively. (2) Represents cash interest recognized in the period. 16 WELLTOWER INC. NOTES TO UNAUDITED 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): Percentage Ownership (1) March 31, 2022 December 31, 2021 Seniors Housing Operating 10 % to 65 % $ 897,769 $ 830,647 Triple-net 10 % to 88 % 68,643 44,814 Outpatient Medical 15 % to 50 % 172,114 163,582 Total $ 1,138,526 $ 1,039,043 (1) Includes ownership of investments classified as liabilities and excludes ownership of in substance real estate. At March 31, 2022, the aggregate unamortized basis difference of our joint venture investments of $ 147,598,000 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 16 p roperties as of March 31, 2022 for the development and construction of certain properties which are classified as in substance real estate investments and have a carrying value of $ 371,061,000 . 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 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 $ 184,926,000 r elated 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 three months ended March 31, 2022, excluding our share of NOI in unconsolidated entities (dollars in thousands): Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) ProMedica (3) 205 $ 61,084 11 % Sunrise Senior Living 110 30,467 6 % Atria Senior Living 96 28,745 5 % HC-One Group (4) 1 23,872 4 % Avery Healthcare 61 19,901 4 % Remaining portfolio 1,190 377,966 70 % Totals 1,663 $ 542,035 100 % (1) ProMedica and HC-One Group are in our Triple-net segment. Sunrise Senior Living and Atria Senior Living are in our Seniors Housing Operating segment. Avery Healthcare is in both the Triple-net and Seniors Housing Operating segments. (2) NOI with our top five relationships comprised 34 % of total NOI for the year ended December 31, 2021. (3) During the quarter ended March 31, 2022, we purchased an additional 5 % ownership interest in the consolidated ProMedica joint ventures for $ 137,437,000 . (4) In addition to the one property, HC-One Group is the borrower on a £ 540,000,000 loan. 10. Borrowings Under Credit Facilities and Commercial Paper Program At March 31, 2022, we had a primary unsecured credit facility with a consortium of 34 banks that included a $ 4,000,000,000 unsecured revolving credit facility, a $ 500,000,000 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, 2023 ( none outstanding at March 31, 2022) and a $ 3,000,000,000 tranche that matures on June 4, 2025 ($ 110,000 ,000 outstanding at March 31, 2022). Both tranches may be extended for two successive terms of six months at our option. The term credit facilities mature on July 19, 2023. 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 $ 1,250,000,000 , in the aggregate, and the $ 250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $ 250,000,000 . The primary 17 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS unsecured credit facility also allows us to borrow up to $ 1,000,000,000 in alternate currencies ( none outstanding at March 31, 2022). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate ( 1.23 % at March 31, 2022). The applicable margin is based on our debt ratings and was 0.775 % at March 31, 2022. 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 March 31, 2022. Effective with the Merger on April 1, 2022, Old Welltower remains the borrower under the credit facility and New Welltower will guarantee Old Welltower's obligations under the agreement. 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 . As of March 31, 2022, there was a balance of $ 189,968,000 outstanding on the commercial paper program ($ 190,000,000 in principal outstanding, net of an unamortized discount of $ 32,000 ), which reduces the borrowing capacity of the unsecured revolving credit facility. The notes bear interest at various floating rates with a weighted average of 0.94 % as of March 31, 2022 and a weighted average maturity of seven days as of March 31, 2022. 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 March 31, 2022 2021 Balance outstanding at quarter end $ 300,000 $ — Maximum amount outstanding at any month end $ 995,660 $ — Average amount outstanding (total of daily principal balances divided by days in period) $ 961,463 $ — Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 0.53 % — % 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 March 31, 2022, the annual principal payments due on these debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2022 $ — $ 575,737 $ 575,737 2023 (4, 5) 700,288 448,580 1,148,868 2024 1,350,000 184,770 1,534,770 2025 1,260,000 167,506 1,427,506 2026 700,000 109,782 809,782 Thereafter (6, 7, 8) 8,221,307 629,266 8,850,573 Totals $ 12,231,595 $ 2,115,641 $ 14,347,236 (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 Sheets. (2) Annual interest rates range from 0.93 % to 6.50 %. (3) Annual interest rates range from 0.32 % to 6.67 %. Carrying value of the properties securing the debt totaled $ 4,882,090,000 at March 31, 2022. (4) Includes a $ 250,000,000 Canadian-denominated unsecured term credit facility (approximately $ 200,288,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2022). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.90 % ( 1.83 % at March 31, 2022). (5) Includes a $ 500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.90 % ( 1.36 % at March 31, 2022). (6) Includes a $ 300,000,000 Canadian-denominated 2.95 % senior unsecured notes due 2027 (approximately $ 240,347,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2022). (7) Includes a £ 550,000,000 4.80 % senior unsecured notes due 2028 (approximately $ 723,360,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2022). (8) Includes a £ 500,000,000 4.50 % senior unsecured notes due 2034 (approximately $ 657,600,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2022). 18 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Three Months Ended March 31, 2022 March 31, 2021 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 11,707,961 3.67 % $ 11,509,533 3.67 % Debt issued 550,000 3.85 % 750,000 2.80 % Foreign currency ( 26,366 ) 4.14 % 20,059 3.90 % Ending balance $ 12,231,595 3.69 % $ 12,279,592 3.62 % The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2022 March 31, 2021 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,202,312 3.03 % $ 2,378,073 3.27 % Debt issued 5,385 3.08 % — — % Debt extinguished ( 100,821 ) 4.21 % ( 41,933 ) 7.60 % Principal payments ( 15,968 ) 3.19 % ( 15,955 ) 3.59 % Foreign currency 24,733 2.73 % 15,987 2.92 % Ending balance $ 2,115,641 3.02 % $ 2,336,172 3.14 % 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 March 31, 2022, we were in compliance in all material respects with the covenants under our debt agreements. In connection with the Merger on April 1, 2022, senior unsecured notes will continue to be obligations of Old Welltower and New Welltower has fully and unconditionally guaranteed all existing and future senior unsecured notes. 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 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. During the quarter ended March 31, 2022, we entered into a $ 550,000,000 fixed to floating swap in connection with our March senior note issuance. The carrying amount of 19 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS the notes, exclusive of the hedge, is $ 545,082,000 . The fair value of the swap as of March 31, 2022 was $ 1,413,000 and was recorded as a derivative asset with an offset to senior unsecured notes on our Consolidated Balance Sheet. 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 OCI, are expected to be reclassified into earnings in the next 12 months. 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 three months ended March 31, 2022, we settled certain net investment hedges generating cash proceeds of $ 10,169,000 . 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, 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 Group 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. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): March 31, 2022 December 31, 2021 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 1,075,000 $ 675,000 Denominated in Pound Sterling £ 1,890,708 £ 1,904,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pound Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 25,000 $ 25,000 Interest rate swaps designated as fair value hedges: Denominated in U.S Dollars $ 550,000 $ — Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 26,137 $ 26,137 Forward sales contracts denominated in Canadian Dollars $ 80,000 $ 80,000 (1) At March 31, 2022 the maximum maturity date was November 1, 2023. 20 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): Three Months Ended March 31, Description Location 2022 2021 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 5,984 $ 6,024 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ ( 693 ) $ ( 719 ) Gain (loss) on equity warrants recognized in income Gain (loss) on derivatives and financial instruments $ ( 2,423 ) $ — Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 51,940 $ ( 20,037 ) 13. Commitments and Contingencies At March 31, 2022, we had 17 outstanding letter of credit obligations totaling $ 39,594,000 and expiring between 2022 and 2023. At March 31, 2022, we had outstanding construction in progress of $ 717,657,000 and were committed to providing additional funds of approximately $ 1,573,677,000 to complete construction. Additionally, at March 31, 2022, we had outstanding investments classified as in substance real estate of $ 371,061,000 and were committed to provide additional funds of $ 184,926,000 (see Note 8 for additional information). Purchase obligations include $ 86,601,000 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: March 31, 2022 December 31, 2021 Preferred Stock, $1.00 par value: 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 455,763,781 448,998,438 Outstanding shares 453,948,046 447,239,477 Common Stock In July 2021, we entered into an amended and restated equity distribution agreement whereby we can offer and sell up to $ 2,500,000,000 aggregate amount of our common stock ("ATM Program"). The ATM Program also allows us to enter into forward sale agreements. As of March 31, 2022, we had $ 1,317,295,000 of remaining capacity under the ATM Program, which excludes forward sales agreements outstanding for the sale of 14,297,958 shares with maturity dates in 2023, which we expect to physically settle for cash proceeds of $ 1,253,955,000 . The following is a summary of our common stock issuances during the three months ended March 31, 2022 and 2021 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2021 Stock incentive plans, net of forfeitures 119,818 $ — $ — 2022 ATM Program issuances 6,605,191 $ 84.60 $ 558,790 $ 549,326 2022 Option exercises 299 66.89 20 20 2022 Stock incentive plans, net of forfeitures 103,079 — — 2022 Totals 6,708,569 $ 558,810 $ 549,346 21 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Dividends The following is a summary of our dividend payments (in thousands, except per share amounts): Three Months Ended March 31, 2022 March 31, 2021 Per Share Amount Per Share Amount Common stock $ 0.61 $ 273,668 $ 0.61 $ 254,952 Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): March 31, 2022 December 31, 2021 Foreign currency translation $ ( 743,402 ) $ ( 674,306 ) Derivative and financial instruments designated as hedges 604,930 552,990 Total accumulated other comprehensive income (loss) $ ( 138,472 ) $ ( 121,316 ) 15. Stock Incentive Plans In March 2022, our Board of Directors approved the 2022 Long-Term Incentive Plan (“2022 Plan”), which 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. Awards granted after March 28, 2022 will be 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, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three to four years . Options expire ten years from the date of grant. Stock-based compensation expense totaled $ 7,445,000 and $ 5,576,000 for the three months ended March 31, 2022 and 2021, respectfully. 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 March 31, 2022 2021 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 61,925 $ 71,546 Adjustment for net income (loss) attributable to OP units ( 145 ) ( 1,353 ) Numerator for diluted earnings per share $ 61,780 $ 70,193 Denominator for basic earnings per share - weighted average shares 447,379 417,241 Effect of dilutive securities: Employee stock options 31 — Non-vested restricted shares 974 421 Redeemable OP units 1,396 1,396 Employee stock purchase program 22 21 Dilutive potential common shares 2,423 1,838 Denominator for diluted earnings per share - adjusted weighted average shares 449,802 419,079 Basic earnings per share $ 0.14 $ 0.17 Diluted earnings per share $ 0.14 $ 0.17 As of March 31, 2022, and March 31, 2021, outstanding forward sales agreements for the sale of 14,297,958 shares and 2,214,760 shares, respectively, were not included in the computation of diluted earnings per share because such forward sales were anti-dilutive for the periods. 22 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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, 2021 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. 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, 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 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. 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): 23 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2022 December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 821,509 $ 909,533 $ 877,102 $ 932,552 Other real estate loans receivable 181,627 183,784 191,579 193,999 Equity securities 1,455 1,455 1,608 1,608 Cash and cash equivalents 301,089 301,089 269,265 269,265 Restricted cash 65,954 65,954 77,490 77,490 Non-real estate loans receivable 239,023 245,928 223,627 241,544 Foreign currency forward contracts, interest rate swaps and cross currency swaps 9,179 9,179 7,205 7,205 Equity warrants 38,416 38,416 41,909 41,909 Financial liabilities: Borrowings under unsecured credit facility and commercial paper program $ 299,968 $ 299,968 $ 324,935 $ 324,935 Senior unsecured notes 12,136,760 12,458,423 11,613,758 13,139,748 Secured debt 2,104,945 2,108,622 2,192,261 2,252,107 Foreign currency forward contracts, interest rate swaps and cross currency swaps 30,580 30,580 39,296 39,296 Redeemable OP unitholder interests $ 171,609 $ 171,609 $ 153,098 $ 153,098 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 March 31, 2022 Total Level 1 Level 2 Level 3 Equity securities $ 1,455 $ 1,455 $ — $ — Equity warrants 38,416 — — 38,416 Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) ( 21,401 ) — ( 21,401 ) — Totals $ 18,470 $ 1,455 $ ( 21,401 ) $ 38,416 (1) Please see Note 12 for additional information. The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the periods presented (in thousands): Three Months Ended March 31, 2022 March 31, 2021 Beginning balance $ 41,909 $ — Mark-to-market adjustment ( 2,425 ) — Foreign currency ( 1,068 ) — Ending balance $ 38,416 $ — 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 of 9.5 % . 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 24 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 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 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021). 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. 25 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 March 31, 2022: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 994,335 $ — $ — $ — $ 994,335 Rental income — 196,001 160,389 — 356,390 Interest income 1,417 37,506 71 — 38,994 Other income 860 1,656 2,863 606 5,985 Total revenues 996,612 235,163 163,323 606 1,395,704 Property operating expenses 789,928 11,211 49,915 2,615 853,669 Consolidated net operating income (loss) 206,684 223,952 113,408 ( 2,009 ) 542,035 Depreciation and amortization 192,793 53,504 57,791 — 304,088 Interest expense 7,650 314 4,567 109,165 121,696 General and administrative expenses — — — 37,706 37,706 Loss (gain) on derivatives and financial instruments, net — 2,578 — — 2,578 Loss (gain) on extinguishment of debt, net ( 15 ) — 3 — ( 12 ) Provision for loan losses, net 267 ( 1,065 ) ( 6 ) — ( 804 ) Other expenses 8,191 11,044 789 6,045 26,069 Income (loss) from continuing operations before income taxes and other items ( 2,202 ) 157,577 50,264 ( 154,925 ) 50,714 Income tax (expense) benefit — — — ( 5,013 ) ( 5,013 ) Income (loss) from unconsolidated entities ( 17,782 ) 15,543 ( 645 ) — ( 2,884 ) Gain (loss) on real estate dispositions, net 2,701 20,449 ( 216 ) — 22,934 Income (loss) from continuing operations ( 17,283 ) 193,569 49,403 ( 159,938 ) 65,751 Net income (loss) $ ( 17,283 ) $ 193,569 $ 49,403 $ ( 159,938 ) $ 65,751 Total assets $ 19,986,904 $ 8,986,422 $ 6,333,821 $ 165,306 $ 35,472,453 Three Months Ended March 31, 2021: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 723,464 $ — $ — $ — $ 723,464 Rental income — 152,463 150,380 — 302,843 Interest income 1,119 14,922 3,538 — 19,579 Other income 1,819 1,097 2,305 955 6,176 Total revenues 726,402 168,482 156,223 955 1,052,062 Property operating expenses 555,968 12,841 46,863 1,654 617,326 Consolidated net operating income (loss) 170,434 155,641 109,360 ( 699 ) 434,736 Depreciation and amortization 132,586 56,667 55,173 — 244,426 Interest expense 11,418 1,882 4,015 105,827 123,142 General and administrative expenses — — — 29,926 29,926 Loss (gain) on derivatives and financial instruments, net — 1,934 — — 1,934 Loss (gain) on extinguishment of debt, net ( 4,643 ) — — — ( 4,643 ) Provision for loan losses, net 251 853 279 — 1,383 Impairment of assets 4,604 18,964 — — 23,568 Other expenses 3,459 4,983 712 1,840 10,994 Income (loss) from continuing operations before income taxes and other items 22,759 70,358 49,181 ( 138,292 ) 4,006 Income tax (expense) benefit — — — ( 3,943 ) ( 3,943 ) Income (loss) from unconsolidated entities 5,234 4,907 2,908 — 13,049 Gain (loss) on real estate dispositions, net 5,195 2,042 51,843 — 59,080 Income (loss) from continuing operations 33,188 77,307 103,932 ( 142,235 ) 72,192 Net income (loss) $ 33,188 $ 77,307 $ 103,932 $ ( 142,235 ) $ 72,192 26 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 March 31, 2022 March 31, 2021 Revenues: Amount (1) % Amount % United States $ 1,139,016 81.6 % $ 825,648 78.5 % United Kingdom 144,491 10.4 % 118,874 11.3 % Canada 112,197 8.0 % 107,540 10.2 % Total $ 1,395,704 100.0 % $ 1,052,062 100.0 % As of March 31, 2022 December 31, 2021 Assets: Amount % Amount % United States $ 28,821,624 81.2 % $ 28,595,703 81.9 % United Kingdom 3,822,998 10.8 % 3,938,258 11.3 % Canada 2,827,831 8.0 % 2,376,364 6.8 % Total $ 35,472,453 100.0 % $ 34,910,325 100.0 % (1) The United States, United Kingdom and Canada represent 79 %, 10 % and 11 % of our resident fees and services revenue for the three month period ended March 31, 2022. 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 three months ended March 31, 2022 and 2021, 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. 27 WELLTOWER INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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): March 31, 2022 December 31, 2021 Assets: Net real estate investments $ 445,561 $ 445,776 Cash and cash equivalents 11,489 9,964 Receivables and other assets 8,100 7,617 Total assets (1) $ 465,150 $ 463,357 Liabilities and equity: Secured debt $ 163,021 $ 163,519 Lease liabilities 1,324 1,324 Accrued expenses and other liabilities 13,067 12,394 Total equity 287,738 286,120 Total liabilities and equity $ 465,150 $ 463,357 (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. 28 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations EXECUTIVE SUMMARY Company Overview 30 Business Strategy 31 Key Transactions 32 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 36 Capital Structure 36 RESULTS OF OPERATIONS Summary 37 Seniors Housing Operating 38 Triple-net 40 Outpatient Medical 42 Non-Segment/Corporate 43 OTHER Non-GAAP Financial Measures 44 Critical Accounting Policies 50 Cautionary Statement Regarding Forward-Looking Statements 51 29 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis is based primarily on the unaudited consolidated financial statements of Welltower Inc. for the periods presented and should be read together with the notes thereto contained in this Quarterly Report on Form 10-Q. Other important factors are identified in our Annual Report on Form 10-K for the year ended December 31, 2021, including factors identified under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations." 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." This Quarterly Report on Form 10-Q pertains to the business and results of Old Welltower for its quarter ended March 31, 2022. We have elected to co-file this report to ensure continuity of information to investors. Unless the context requires otherwise, references herein to "the Company", "we", "us" and "our" refer to Welltower OP Inc. (Old Welltower) through March 31, 2022. Forward-looking references to dates and periods occurring after April 1, 2022 are references to Welltower Inc. (New Welltower). Executive Summary Company Overview Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. As noted above, effective April 1, 2022, Welltower OP Inc. became a wholly owned subsidiary of Welltower Inc. 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. The following table summarizes our consolidated portfolio for the three months ended March 31, 2022 (dollars in thousands): Percentage of Number of Type of Property NOI (1) NOI Properties Seniors Housing Operating $ 206,684 38.0 % 774 Triple-net 223,952 41.2 % 578 Outpatient Medical 113,408 20.8 % 311 Totals $ 544,044 100.0 % 1,663 (1) Represents consolidated 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. The COVID-19 pandemic has had and may continue to have material and adverse effects on our financial condition, results of operations and cash flows in the future. The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the effectiveness of vaccines, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, the overall pace of recovery, among others. Our Seniors Housing Operating revenues are dependent on occupancy, which has steadily increased in recent months. As of March 31, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining and activities. We have incurred increased operational costs as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor, personal protective equipment and sanitation. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice. Our Triple-net operators are experiencing similar trends related to occupancy and operating costs with respect to our Seniors Housing Operating properties. However, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) Paycheck Protection Program and the Provider Relief Fund. 30