Welltower 4Q19 Fixed Income Update

1. Driving the Future of
Health Care Real Estate
4Q 2019
Fixed Income Update

2. Forward Looking Statements
This document contains “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. When
we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions
that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements
include, but are not limited to, those relating our company’s opportunities to acquire, develop or sell properties; our ability to close anticipated
acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance
of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our
investment and financing opportunities and plans; our continued qualification as a real estate investment trust (“REIT”); our ability to access
capital markets or other sources of funds; and our ability to meet our earnings guidance.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results
to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but
not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care
industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive
settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in
financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or
financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; our ability to transition or sell
properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other
acts of God affecting our properties; our ability to re-lease space at similar rates as vacancies occur; our ability to timely reinvest sale
proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture
partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; liability or contract
claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future investments or acquisitions;
environmental laws affecting our properties; changes in rules or practices governing our financial reporting; the movement of U.S. and
foreign currency exchange rates; our ability to maintain its qualification as a REIT; key management personnel recruitment and retention; and
other risks described in our reports filed from time to time with the Securities and Exchange Commission. Finally, we assume no obligation to
update or revise any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons
why actual results could differ from those projected in any forward-looking statements.
2

3. 4Q19 Highlights | Financial & Capital Activity
3See Supplemental Measuresat the end of thispresentation for reconciliations
Reported normalized FFO attributable to common
stockholders of $1.05 per diluted share, compared
to $1.01 per diluted share in 2018, representing 4%
normalized FFO growth
Reported net income attributable to common stockholders
of $0.55 per diluted share compared to
$0.27 per diluted share in 2018
Completed over $1.4 billion of pro rata gross investments comprised of $1.1
billion of high-quality acquisitions at a blended year one yield of 5.3% and
expected stabilized yield of 5.6%. Additionally, completed $308 million of
development funding with an expected stabilized yield of 7.9%
Grew total portfolio same store NOI
by 2.2%, driven by consistent
performance across all property
types
Achieved same store REVPOR growth rate of
3.5% within the Seniors Housing Operating
segment, led by the U.K. and U.S. portfolios
Successfully closed our first green bond offering of $500
million of 2.7% senior unsecured notes due 2027, with proceeds
to be used to fund renewable energy, water conservation,
energy efficiency and green building projects

4. 4
Continued Strategic
Portfolio Optimization

5. Strategic Portfolio Optimization | Capital Recycling
51. Investment amountspro rata asof 12/31/2019.
$18B
$10B
$6B
gross investments
since 2015
dispositions
since 2015
invested in
Outpatient Medical
and Health System
Capital Recycling 2015 – 4Q19(1)
56%
38%
$0B
$2B
$4B
$6B
$8B
$10B
$12B
$14B
$16B
$18B
Non-Core Property Dispositions Strategic Acquisitions
SH LT/PAC OM HS

6. Portfolio Optimization Enhances Quality of Cash Flow(1)
6
1. Based on In-Place NOI. See Supplemental Financial Measuresat the end of thispresentation for reconciliations.
2. Based on In-Place NOI.
3. Based on facility revenuemix.
Strategic Capital Deployment into
Outpatient Medical &
Health Systems
93% Private Pay(2)
42%
28%
13%
17%
4Q 2016
93% Private Pay(3)
43%
20%
8%
22%
7%
4Q 2019
Seniors Housing Operating Seniors Housing Triple Net Long-Term / Post-Acute Care Health SystemOutpatient Medical

7. Operator Diversification across Acuity Spectrum
Seniors Housing Operator Platform | Power of Diversification
7
$
$$$
MonthlyRent
Low HighAverage Portfolio Acuity
✓ Acuity
AL, IL, MC
✓ Geography
Micro Markets
✓ Operating Leverage
RIDEA 3.0
Diversity Across Platform :

8. RIDEA 3.0: Next Generation Management Contracts
8
Maximizing Value of Real Estate, Aligning Interests and Protecting Downside
Ownership Structure & Key Relationship Terms
Standard RIDEA Contract RIDEA 3.0 Contract
Real Estate Ownership Same structure Operator has ownership stake in real estate ✓
Base Management Fee % of revenues Tied to bottom line with incentive fee based on NOI ✓
Promote Some partners Promote at set intervals based on CAGR NOI growth ✓
Termination Rights Non-performance-based Portfolio and community based relative to budget ✓

9. 9
Primed for Growth
Financial Summary

10. Diverse and Unparalleled Access to Capital Since 2015
10
1. Gross proceeds
DEBT
~65%
COMMON &
PREFERRED
EQUITY
~35%
Capital Raised Since 2015
$14B
RAISED(1)
Public Debt
Total Debt
Weighted Avg.
Interest
Weighted Avg.
Maturity
USD $8.1B 4.07% 8.8 years
GBP £1.05B 4.66% 11.8 years
CAD C$300M 2.95% 7.0 years
Common Equity Credit Facility
$3.3B
in ATM and DRIP proceeds
at avg price of $72.06
$3.0B revolver + $0.7B in term loans (US & CA)
$3.7B facility
$1.4B(1) available as of 12/31/2019

11. Debt Structure and Strong Covenant Compliance
11
1. Data as of 12/31/2019. Representspro rata principal amountsdue and excludingunamortizedpremiums/discountsor other fair value adjustmentsas reflected on the balancesheet. Excludeslease liabilities
relating to both finance and operating leases. Balancesoutstandingon our unsecured commercial paper program reduce the availableborrowingcapacity of our unsecured revolvingcredit facility.
2. See, for example, Supplemental Indenture No. 15 dated2/15/2019, whichwasfiled with the SEC asan exhibit to WELL’sForm 8-K filed on 2/15/2019.
3. For the twelve monthsending 12/31/2019. Please see Supplemental Reporting Measuresat the end of thispresentation for reconciliations.
Ratio 4Q19
Unsecured
Notes
Covenants(2)
Compliance
Secured Indebtedness
to Total Assets
8.96% < 40.0% ✓
Total Indebtedness
to Total Assets
45.01% < 60.0% ✓
Unsecured Debt to
Unencumbered Assets
39.65% <66.7% ✓
Adjusted Interest
Coverage Ratio(3)
4.14x > 1.50x ✓
$3,177M
21%
$10,428M
69%
$1,589M
10%
Debt Structure 4Q19(1)
Unsecured Debt CovenantCompliance
Line of Credit & Commercial Paper 2019
Balance Outstanding at Year End $1,588M
Max. Amount Outstanding at Any Month End $2,880M
Avg. Amount Outstanding $1,377M
Weighted Avg. Interest Rate 2.84%
Unsecured NotesSecured DebtLine of Credit & Commercial Paper

12. Balanced and Manageable Debt Maturity Profile(1)
12
1. Data as of 12/31/2019in USD. Representspro rata principal amountsdue and excluding unamortized premiums/discountsor other fair value adjustmentsasreflected on the balance sheet. Excludeslease liabilitiesrelating to both finance
and operating leases.
2. The 2020 maturity reflectsthe $643,600,000 inprincipal outstanding on our unsecured commercial paper program asof December 31, 2019. The2023 maturity reflectsthe $945,000,000 inprincipal outstanding
on our unsecured revolving credit facility that matureson July 19, 2022 (with an optionto extend for two successive terms o f six monthseach at our discretion). These borrowingsreduce the available
borrowing capacity of our unsecured revolvingcreditfacility to $1,411,400,000. If the commercial paper wasrefinanced using the unsecured revolvingcreditfacility, the weighted averageyearsto maturity
of our combineddebt would be 7.8 yearswith extensions.
Weighted Average Maturity of 7.6 years(2)
2.56%
3.81% 3.79%
3.24%
3.89% 3.96%
4.17%
2.96%
4.48%
3.86%
4.42%
$0M
$500M
$1,000M
$1,500M
$2,000M
$2,500M
$3,000M
$3,500M
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 After
USD Unsecured USD Secured GBP Unsecured GBP Secured CAD Unsecured CAD Secured Lines of Credit & Commercial Paper Weighted Avg. Interest
(in millions USD)
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 After
Unsecured Debt -- -- $10 $1,793 $1,350 $1,250 $700 $731 $1,480 $550 $2,563
Secured Debt $327 $326 $395 $415 $265 $575 $62 $180 $90 $277 $266
Lines of Credit &
Commercial Paper
$644 -- -- $945 -- -- -- -- -- -- --
Total $971 $326 $405 $3,153 $1,615 $1,825 $762 $911 $1,570 $827 $2,829

13. Core Development Projects
13
Atrium Health
Charlotte
Sunrise at E. 56th
Midtown Manhattan
2330 Broadway
UWS Manhattan
1001 Van Ness
San Francisco
$280M
• 105K Sq.Ft.
• 2 affiliated MOBs
$259M
• 130K Sq.Ft.
• 15 Stories, 151 Units
$261M
• 268K Sq.Ft.
• 14 Stories, 214 Units
$229M
• 140K Sq.Ft.
• 17 Stories, 156 Units

14. Leading Asset Liquidity
14
Received $10.7B in proceeds from
strategic asset divestments
$ 71M EBITDAR
Generated from top 10 assets
$ 1.4B
Asset value
65% LTV
5.0% cap rate
$ 923M
Proceeds available
Belmont VillageRanchos Palos Verdes
Sunrise of Seal Beach
La Vida Real
Maravilla

15. 15
Commitment to Environmental,
Social and Governance (ESG)

16. Green Bond Framework | Financing Future Sustainability
16
Management of Proceeds
Process for Evaluation
Reporting & Review
Use of Proceeds
Green
Buildings
Water
Efficiency
Energy
Efficiency
Eligible projects comprise:
• Those funded by Welltower within 24 months prior to date of
Green Bond issuance
• Green projects acquired or developed post issuance
• Eligible green projects for Green Bond allocation will be
evaluated and selected by members of Welltower’s Green Bond
Committee, based on criteria set out in the framework.
• The Green Bond Committee consists of members of
Welltower’ssustainability, capital markets, investments and
treasury functions.
• Welltower’sAccounting Department will establish a Green Bond
Register to record allocation of net proceeds of Green Bond to
eligible projects.
• Any portion of net proceeds that are unallocated to an eligible
project will be invested in liquid securities in accordance with
Welltower’scash investment policy.
• An external auditor will verify proceeds allocated and remaining
balance annually.
Reporting will consist of information such as:
• A list of eligible projects funded
• Total amount of proceeds allocated
• Balance of unallocated proceeds
Elements of Welltower’sGreen Bond Framework review include:
• Opinion by a recognized second party provider published on
Welltower’sand the opinion provider’s websites
• Upon full allocation, and independent party will verify that the
net proceeds have been allocated to Eligible Projects.
Verification will be published on Welltower’s and/or the
Sustainability report

17. Environmental | Leadership through Sustainability
17Reductions in 2018 as compared to 2017 for properties where utility data was available. Source: utility bills from operating partners and Engie Insights.
26,535 MWh reduction
in energy consumption(1)
Consumed 32,467 MWh
of renewable electricity in 2018
Avoided 6,837 metric tons
of greenhouse gas emissions(1)
11,453 gallon reduction
in water consumption
Recycled 7,347 Tons in 2018
78 63 26 12 12
Energy, Water and Waste Green Buildings
Recognized for Sustainable Business Practices
405K sq ft
of executed green
leases
~$1M
of sustainable
building related
purchases

18. Social | Wellness at our Core
18
Caregiver
Leave
$8.4M+
invested in the
workforce in 2018
Learning &
Professional
Development
Employee Initiatives
WELL +CORE
WELL+BEING
DIVERSITY COUNCIL
Employee
Profit Sharing
Contribution
401K Match
100% up to 5%
Student Debt
$100/month up to $10k
Over 15% employee
participation
Healthcare
76% of employee
healthcare premiums paid
Employer Match
to HSA
Workforce DevelopmentDiversity and Inclusion
1:1
Gender parity across
the Organization
45%
of hires to revenue generating
roles in 2018 were female
Social Recognition

19. Governance | Great Governance is Good Business
19
1. Data as of 11/1/2019.
2. ISS Gov ernance Score is a weighted average of scores assignedfor (a) board structure, (b) compensation, (c) shareholder rights and (d) audit as of 6/1/2019.
3. Ventas (VTR), Healthpeak (PEAK), Crown Castle International (CCI), Equinix (EQIX), Iron Mountain(IRM), Weyerhaeuser Company (WY), American Tower Corporation (AMT), Boston Properties (BXP), Equity Residential (EQR),
Prologis (PLD), Public Storage(PSA), Simon Property Group(SPG), Vornado Realty Trust (VNO), AvalonBay Communities (AVB), Alexandria RealEstate Equities (ARE).
G&A as % of Enterprise Value(1)
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
MPT HR CTRE HTA SBRA OHI VTR HCP WELL
HC REIT Average
Female and Minority
Independent Director Leadership
on the Board of Directors(1)
75%
of Employees received refresher
training on insider trading and
anti-corruption
95%
RISKLOW (0) HIGH (10)
Peers(3)
4.0
6.4
Governance Score(2)

20. 20
Supplemental Financial
Measures

21. Non-GAAP Financial Measures
We believe that revenues, net income and net income attributable to common stockholders (NICS), as defined by U.S. generally
accepted accounting principles (U.S. GAAP), are the most appropriate earnings measurements. However, we consider Funds From
Operations (FFO), Normalized FFO, Net Operating Income (NOI), In-Place NOI (IPNOI), Same Store NOI (SSNOI), REVPOR,
Same Store REVPOR (SS REVPOR), EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating
performance. Excluding EBITDA and Adjusted EBITDA these supplemental measures are disclosed on our pro rata ownership
basis.
Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and
adding our minority ownership share of unconsolidated amounts. We do not control unconsolidated investments. While we consider
pro rata disclosures useful, they may not accurately depict the legal and economic implications of our joint venture arrangements
and should be used with caution.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt
analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our management
uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating
decisions. Additionally,these measures are utilized by the Board of Directors to evaluate management.
None of the supplemental reporting measures represent net income or cash flow provided from operating activities as determined in
accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the
supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate
investment trusts or other companies. Multi-period amounts may not equal the sum of the individual quarterly amounts due to
rounding.
21

22. NOI, IPNOI, SSNOI, REVPOR and SS REVPOR
Net operating income (NOI) is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant
reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing
tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators,
marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent costs unrelated
to property operations and transaction costs. These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and
depreciation of corporate fixed assets.
In-Place NOI (IPNOI) represents NOI excluding interest income, other income and non-IPNOI and adjusted for timing of current quarter portfolio changes
such as acquisitions, development conversions, segment transitions, dispositions and investments held for sale.
SSNOI is used to evaluate the operating performance of our properties under a consistent population which eliminates changes in the composition of our
portfolio. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting
periods. Land parcels, loans, and sub-leases as well as any properties acquired, developed/redeveloped (including major refurbishments where 20% or more
of units are simultaneously taken out of commission for 30 days or more), sold or classified as held for sale during that period are excluded from the same
store amounts. Properties undergoing operator transitions and/or segment transitions (except triple-net to seniors housing operating with the same operator)
are also excluded from the same store amounts. Normalizers include adjustments that in management’s opinion are appropriate in considering SSNOI, a
supplemental, non-GAAP performance measure. None of these adjustments, which may increase or decrease SSNOI, are reflected in our financial
statements prepared in accordance with U.S. GAAP. Significant normalizers (defined as any that individually exceed 0.50% of SSNOI growth per property
type) are separately disclosed and explained.
REVPOR represents the average revenues generated per occupied room per month at our seniors housing operating properties. It is calculated as our pro
rata version of total resident fees and services revenues from the income statement divided by average monthly occupied room days. SS REVPOR is used to
evaluate the REVPOR performance of our properties under a consistent population which eliminates changes in the composition of our portfolio. It is based
on the same pool of properties used for SSNOI and includes any revenue normalizations used for SSNOI. We use REVPOR and SS REVPOR to evaluate
the revenue-generating capacity and profit potential of its seniors housing operating portfolio independent of fluctuating occupancy rates. They are also used
in comparison against industry and competitor statistics, if known, to evaluate the quality of our seniors housing operating portfolio.
We believe NOI, IPNOI, SSNOI, REVPOR and SS REVPOR provide investors relevant and useful information because they measure the operating
performance of our properties at the property level on an unleveraged basis. We use these metrics to make decisions about resource allocations and to
assess the property level performance of our properties.
22

23. In-Place NOI Reconciliations
(dollars in thousands)
4Q19 4Q16 Annualized In-Place NOI by property type 4Q19 % of Total
Net income (loss) $ 240,136 $ 351,108 Seniors Housing Operating 904,136 43 %
Loss (gain) on realestate dispositions, net (12,064) (200,165) Seniors Housing Triple-Net 411,968 20 %
Loss (income) fromunconsolidated entities (57,420) 2,829 Outpatient Medical 464,820 22 %
Income tax expense (benefit) (4,832 ) (16,585 ) Health System 143,168 7 %
Other expenses 16,042 8,838 Long-Term/Post-Acute Care 179,780 8 %
Impairment of assets 98 13,187 Total In-Place NOI $ 2,103,872 100 %
Provision for loan losses — 10,215
Loss (gain) on extinguishment of debt, net 2,612 68 4Q16 % of Total
Loss (gain) on derivatives and financialinstruments, net (5,069) 17,204 Seniors Housing Operating 822,932 42 %
Transaction costs — 9,704 Seniors Housing Triple-Net 535,112 28 %
General and administrative expenses 26,507 32,807 Outpatient Medical 338,648 17 %
Depreciation and amortization 262,644 227,916 Long-Term/Post-Acute Care 259,792 13 %
Interest expense 131,648 126,360 Total In-Place NOI $ 1,956,484 100 %
Consolidated net operating income 600,302 583,486
NOI attributable to unconsolidated investments(1) 22,031 16,467
NOI attributable to noncontrolling interests(2) (41,035) (28,151)
Pro rata net operating income (NOI) $ 581,298 $ 571,802
Adjust:
Interest income $ (15,718 ) $ (23,689 )
Other income (6,011 ) (6,657 )
Sold / held for sale (21,673 ) (48,611 )
Developments / land 588 —
Non In-Place NOI(3) (23,445 ) (13,111 )
Timing adjustments(4) 10,929 9,387
In-Place NOI 525,968 489,121
Annualized In-Place NOI $ 2,103,872 $ 1,956,484
(1) Represents Welltower's combined interests in joint ventures where Welltower is the minority partner.
(2) Represents minority partners'interests in joint ventures where Welltower is the majority partner.
(2) Primarily represents non-cash NOI.
(4) Represents timing adjustments for current quarter acquisitions, construction conversions and segment or operator transitions. 23

24. (dollars in thousands) Three Months Ended
December 31,
2019 2018 % growth
Net income (loss) $ 240,136 $ 124,696
Loss (gain) on realestate dispositions, net (12,064) (41,913)
Loss (income) fromunconsolidated entities (57,420) (195)
Income tax expense (benefit) (4,832) 1,504
Other expenses 16,042 10,502
Impairment of assets 98 76,022
Loss (gain) on extinguishment of debt, net 2,612 53
Loss (gain) on derivatives and financialinstruments, net (5,069) 1,626
General and administrative expenses 26,507 31,101
Depreciation and amortization 262,644 242,834
Interest expense 131,648 144,369
Consolidated NOI 600,302 590,599
NOI attributable to unconsolidated investments(1)
22,031 21,933
NOI attributable to noncontrolling interests(2)
(41,035) (40,341)
Pro rata NOI 581,298 572,191
Non-cash NOI attributable to same store properties (15,764) (15,328)
NOI attributable to non-same store properties (125,892) (128,569)
Currency and ow nership adjustments(3)
832 1,748
Other adjustments(4)
(1,878) (860)
Same Store NOI (SSNOI) $ 438,596 $ 429,182 2.2%
(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.
(2) Represents minority partners'interests in joint ventures where Welltower is the majority partner.
(3) Includes adjustments to reflect consistent property ownershippercentages and foreign currency exchange rates for properties in the U.K. and Canada.
(4) Includes other adjustments described in the 4Q19 Supplemental Information package.
SSNOI
24

25. REVPOR and SS REVPOR
(dollars in thousands, except SHO SS REVPOR)
United States United Kingdom Canada Total
Three month Ended December 31,
2018 2019 2018 2019 2018 2019 2018 2019
Consolidated SHO revenues $ 666,566 $ 635,783 $ 80,470 $ 85,203 $ 114,579 $ 112,472 $ 861,615 $ 833,458
Unconsolidated SHO revenues attributable to WELL(1) 23,519 22,511 — — 20,422 21,607 43,941 44,118
SHO revenues attributable to noncontrolling interests(2) (39,058) (40,528) (6,568) (7,622) (25,574) (25,023) (71,200) (73,173)
SHO pro rata revenues(3) 651,027 617,766 73,902 77,581 109,427 109,056 834,356 804,403
Non-cash revenues on same store properties (620) (659) (19) — — — (639) (659)
Revenues attributable to non-same store properties (222,486) (168,873) (13,278) (13,313) (4,431) (2,759) (240,195) (184,945)
Currency and ow nership adjustments(4) 5,272 — 1,114 1,075 450 322 6,836 1,397
Other normalizing adjustments(5) 386 (1,800) (394) 4 — — (8) (1,796)
SHO SS revenues(6) $ 433,579 $ 446,434 $ 61,325 $ 65,347 $ 105,446 $ 106,619 $ 600,350 $ 618,400
Avg. occupied units/month(7) 20,227 20,133 2,489 2,553 12,883 12,756 35,599 35,442
SHO SS REVPOR(8) $ 7,087 $ 7,331 $ 8,146 $ 8,462 $ 2,706 $ 2,763 $ 5,576 $ 5,769
SS REVPOR YOY growth 3.4% 3.9% 2.1% 3.5%
(1) Represents Welltower's interests in joint ventures where Welltower is the minority partner.
(2) Represents minority partners'interests in joint ventures where Welltower is the majority partner.
(3) Represents SHO revenues at Welltower pro rata ownership.
(4) Includes where appropriate adjustments to reflect consistent property ownershippercentages, totranslateCanadian properties at a USD/CAD rate of 1.32and to translate UK properties at a GBP/USD rate of 1.31.
(5) Represents aggregate normalizing adjustments which are individually less than .50% of SSNOI growth.
(6) Represents SS SHOrevenues at Welltower pro rata ownership.
(7) Represents average occupiedunits for SS properties on a pro rata basis.
(8) Represents pro rata SS average revenues generated per occupied room per month.
25

26. FFO and Normalized FFO
Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate
assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have
historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating
results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real
Estate Investment Trusts (NAREIT) created FFO as a supplemental measure of operating performance for REITs that excludes
historical cost depreciation from net income. FFO attributable to common stockholders, as defined by NAREIT, means net income
attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate
and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated
entities and noncontrolling interests. Normalized FFO attributable to common stockholders represents FFO adjusted for certain
items detailed in the reconciliations.
Normalizing items include adjustments for certain non-recurring or infrequent revenues/expenses that are described in our earnings
press releases for the relevant periods.
We believe that Normalized FFO attributable to common stockholders is a useful supplemental measure of operating performance
because investors and equity analysts may use this measure to compare our operating performance between periods or to other
REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or
incalculable items.
26

27. FFO Reconciliation
(in thousands, except per share information) Three Months Ended
December 31, 2019
Net income (loss) attributable to common stockholders $ 224,324
Depreciation and amortization 262,644
Impairments and losses (gains) on real estate dispositions, net (11,966)
Noncontrolling interests(1) (14,895)
Unconsolidated entities(2) 16,191
NAREIT FFO attributable to common stockholders 476,298
Normalizing items:
Loss (gain) on derivatives and financialinstruments, net(3) (5,069)
Loss (gain) on extinguishment of debt, net (4) 2,612
Nonrecurring income tax benefits (5) (8,681)
Other expenses and transaction costs (6) 16,042
Normalizing items attributable to noncontrolling interests and unconsolidated entities, net(7) (54,851)
Normalized FFO attributable to common stockholders $ 426,351
Average diluted common shares outstanding 407,904
Per diluted share data attributable to common stockholders:
Net income (loss) $ 0.55
NAREIT FFO $ 1.17
Normalized FFO $ 1.05
(1) Represents noncontrolling interests' shareof net FFO adjustments
(2) Represents Welltower's share of net FFO adjustments from unconsolidated entities.
(3) Primarily relatedto mark-to-market of Genesis HealthCarestock holdings.
(4) Primarily relatedto the early redemption of the $300 million Canadian-denominated 3.35%senior unsecured notes due 2020.
(5) Primarily relatedto the reversal of valuation allowances.
(6) Primarily relatedto non-capitalizable transactioncosts.
(7) Primarily relatedto gain on sale of unconsolidated management company investment.
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28. EBITDA and Adjusted EBITDA
We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our
balance sheet capitalization is related to long-term debt, net of cash and Internal Revenue Code (“IRC”) Section 1031 deposits. We
expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current
profile. The coverage ratios are based on EBITDA which stands for earnings (net income per income statement) before interest
expense, income taxes, depreciation and amortization. Covenants in our senior unsecured notes and primary credit facility contain
financial ratios based on a definition of EBITDA that is specific to those agreements. Failure to satisfy these covenants could result
in an event of default that could have a material adverse impact on our cost and availability of capital, which could in turn have a
material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Due to the materiality of these
debt agreements and the financial covenants, we have defined Adjusted EBITDA to exclude unconsolidated entities and to include
adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt,
gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, and additional other
income. We believe that EBITDA and Adjusted EBITDA, along with net income and cash flow provided from operating activities, are
important supplemental measures because they provide additional information to assess and evaluate the performance of our
operations. We primarily utilize them to measure our interest coverage ratio, which represents EBITDA and Adjusted EBITDA
divided by total interest.
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29. Adjusted Interest Coverage
(dollars in thousands) Twelve Months Ended
December 31, 2019
Net income $ 1,330,410
Interest expense 555,559
Income tax expense (benefit) 2,957
Depreciation and amortization 1,027,073
EBITDA 2,915,999
Loss (income) fromunconsolidated entities (42,434)
Stock-based compensation expense(1) 25,047
Loss (gain) on extinguishment of debt, net 84,155
Loss (gain) on realestate dispositions, net (748,041)
Impairment of assets 28,133
Provision for loan losses 18,690
Loss (gain) on derivatives and financialinstruments, net (4,399)
Other expenses(1) 51,052
Adjusted EBITDA $ 2,328,202
Adjusted Interest Coverage Ratio:
Interest expense $ 555,559
Capitalized interest 15,272
Non-cash interest expense (8,645)
Total interest 562,186
Adjusted EBITDA $ 2,328,202
Adjusted interest coverage ratio 4.14x
(1) Certain severance-related costs are included in stock-based compensation and excluded from other expenses.
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