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Fixed Income Update
2Q18
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
2018 Second Quarter Highlights
Portfolio and Balance Sheet Improvements:
• Delivered $89 million of pro rata development projects with an expected stabilized yield of 7.0%
• Completed $251 million of pro rata gross investments for the quarter including $172 million in
acquisitions/JVs, $75 million in development funding and $5 million in loans.
• Completed dispositions of $67 million consisting of loan payoffs of $12 million at an average yield of
10.0% and property sales of $55 million at a blended yield on proceeds of 10.8%.
• Net debt to undepreciated book capitalization declined to 35.6% from 35.8% in 1Q17.
• Post quarter, we closed on a new $3.7 billion unsecured credit facility with improved pricing across
both our line of credit and term loan facility and terminated the existing unsecured credit facility. The
credit facility includes $3.0 billion of revolving credit capacity at a borrowing rate of 82.5 basis points
over LIBOR.
3Note: Please see non-GAAP financial measures and reconciliations at the end of this presentation.
1Q10
Private Pay: 69%(3)
2Q18
Private Pay: 95%(3)
SENIORS
HOUSING(2)
72%
OUTPATIENT
MEDICAL
17%
LONG-TERM/
POST-ACUTE CARE
11%LONG-TERM/
POST-ACUTE CARE
31%
OUTPATIENT
MEDICAL
19%
SENIORS
HOUSING(2)
40%
LIFE SCIENCE
2%
HOSPITALS
8%
Portfolio Transformation(1)
4
1. Based on In-Place NOI. Please see non-GAAP financial measures and reconciliations at the end of this presentation. Pro forma reconciliation can be found on page 55 at the end of this presentation
2. Comprises Seniors Housing Triple-Net and Seniors Housing Operating properties.
3. Based on Facility Revenue Mix.
In-Place
NOI
In-Place
NOI
Pro Forma
SENIORS
HOUSING(2)
67%
OUTPATIENT
MEDICAL
16%
LONG-TERM/
POST-ACUTE CARE
10%
Private Pay: 93%(3)
In-Place
NOI
Health System
7%
Strong Unsecured Debt Covenant Compliance
51. See, for example, Supplemental Indenture No. 12 dated 3/1/2016, which was filed with the SEC as an exhibit to WELL’s Form 8-K filed on 3/3/2016.
2. For the twelve months ending 6/30/2018. Please see non-GAAP financial measures and reconciliations at the end of this presentation.
Ratio 2Q18
Unsecured Notes
Covenants (1) Compliance
Secured Indebtedness to Total Assets 8.9% < 40.0%
✓
Total Indebtedness to Total Assets 41.4% < 60.0%
✓
Unsecured Debt to Unencumbered Assets 34.4% <66.7%
✓
Minimum Interest Coverage Ratio(2) 4.3x > 1.5x
✓
Debt Structure Summary
6
2Q18(1)
($Millions)
Unsecured Notes
$7,676
67%
Secured Debt
$2,450
22%
Line of Credit
$540
5%
Term Loans
$698
6%
Unsecured Notes Secured Debt Line of Credit Term Loans
1. Data as of 6/30/2018 and represents consolidated balance sheet data.
$3.0B
Unsecured Line of Credit
Prudent Capital Strategy
71) Availability as of 6/30/2018.
Capital Raised Since 2010
DEBT
~40%
$3.0B
Unsecured Line of Credit
$25.9B
RAISED
$3.0B
Unsecured Line of Credit
COMMON &
PREFERRED
EQUITY
~60% $2.5B(1)
Availability
Diverse and unparalleled access to capital since 2010
8
1. ATM availability as of 8/6/2018.
2. Redeemed Series J on March 7, 2017 for $288M.
3. Excludes convertibles.
4. Gross Assets represents total assets plus depreciation as of 6/30/2018.
ASSET RECYCLING
Received $9.4B proceeds from strategic asset
divestments since 2010 resulting in asset
concentrations in high barrier gateway markets
COMMON EQUITY
11 follow-on offerings totaling $12B
$1.8B in DRIP proceeds
$784M ATM availability(1)
PREFERRED STOCK
Two issues totaling $1B(2)
DOMESTIC PUBLIC DEBT
14 offerings totaling $7.9B
with average tenor of 11
years(3)
INTERNATIONAL PUBLIC DEBT
2 GBP issues totaling USD $1.7B
with average tenor of 17 years
1 CAD issuance of USD $226M
CREDIT FACILIY
$3.7B facility
$3.0B revolver
$0.7B in term loans
(US and Canada)
SECURED DEBT
Only 7.5% of gross assets(4)
Balanced and Manageable Debt Maturity Profile
9Data as of 6/30/2018 in USD. Represents pro rata principal amounts due and excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.
2018 2019 2020 2021 2022 2023 2024 2025 2026 Thereafter
Pro Rata Secured Debt Senior Notes Lines of Credit
Weighted average maturity of 7.2 years
in millions 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter
Unsecured
Debt
$0 $600 $686 1,140 $600 $500 $400 $1,250 $700 $0 $2,585
Pro Rata
Secured
Debt
$197 $446 $160 $250 $206 $205 $242 $467 $45 $162 $252
Line of Credit -- -- -- $540 -- -- -- -- -- -- --
Total ($mm) $197 $1,046 $846 $1,930 $806 $705 $642 $1,717 $745 $162 $2,837
10
Financial Disclosures
Non-GAAP Financial Measures
Welltower Inc. believes 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, the company considers Net Operating Income (NOI), In-
Place NOI (IPNOI), EBITDA, and Adjusted EBITDA (A-EBITDA) to be useful supplemental measures of its operating performance. Excluding EBITDA and A-
EBITDA, these supplemental measures are disclosed on a Welltower pro rata ownership basis.
Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding Welltower’s minority
ownership share of unconsolidated amounts. Welltower does not control unconsolidated investments. While the company considers pro rata disclosures
useful, they may not accurately depict the legal and economic implications of Welltower’s joint venture arrangements and should be used with caution.
Welltower’s 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. Welltower’s 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
Welltower, 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.
11
NOI and IPNOI
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 seniors housing operating and outpatient
medical 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. 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.
We believe NOI and IPNOI 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.
12
Historical In-Place NOI Reconciliations
13
Three months Three months
$s in thousands ended 6/30/18 $s in thousands ended 3/31/10
Net income 167,273$ Net income 31,694$
Loss (gain)on real estate dispositions, net (10,755) Loss (gain)on real estate dispositions, net (6,718)
Loss (income)fromunconsolidated entities (1,249) Loss (income)fromunconsolidated entities (768)
Income tax expense (benefit) 3,841 Income tax expense (benefit) 84
Other expenses 10,058 Other expenses -
Impairment ofassets 4,632 Loss (income)fromdiscontinued operations, net 203
Loss (gain)on extinguishment ofdebt, net 299 Loss (gain)on extinguishment ofdebt, net 18,038
Loss (gain)on derivatives and financial instruments, net (7,460) Transaction costs 7,714
General and administrative expenses 32,831 General and administrative expenses 16,821
Depreciation and amortization 236,275 Depreciation and amortization 43,387
Interest expense 121,416 Interest expense 29,791
Consolidated net operating income 557,161$ Consolidated net operating income 140,246$
NOIattributable to unconsolidated investments
(1)
21,725 NOIattributable to unconsolidated investments 2,624
NOIattributable to noncontrolling interests
(2)
(30,962) NOIattributable to noncontrolling interests -
Pro rata net operating income (NOI) 547,924$ Pro rata net operating income (NOI) 142,870$
Interest income (13,462) Interest income (9,048)
Other income (15,383) Other income (996)
Held for sale &dispositions (13,851) Held for sale &dispositions -
Developments &land 262 Developments &land -
Non IPNOI
(3)
(10,402) Non IPNOI (5,346)
Timing adjustments
(4)
1,567 Timing adjustments -
In-Place NOI 496,655$ In-Place NOI 127,480$
Annualized In-Place NOI 1,986,620$ Annualized In-Place NOI 509,920$
In-Place NOIby country In-Place NOIby country
United States 1,628,939$ 82.0% United States 509,920$ 100.0%
United Kingdom 179,422 9.0% United Kingdom - 0.0%
Canada 178,259 9.0% Canada - 0.0%
Total In-Place NOI 1,986,620$ 100.0% Total In-Place NOI 509,920$ 100.0%
In-Place NOIby property type In-Place NOIby property type
Long-Term/Post-Acute 208,868$ 10.5% Long-Term/Post-Acute 158,552$ 31.1%
Seniors Housing Triple-Net 530,360 26.7% Seniors Housing Triple-Net 201,732 39.6%
Outpatient Medical 339,900 17.1% Outpatient Medical 98,640 19.3%
Seniors Housing Operating 907,492 45.7% Seniors Housing Operating - 0.0%
Hospital - 0.0% Hospital 41,824 8.2%
Life Science - 0.0% Life Science 9,172 1.8%
Total In-Place NOI 1,986,620$ 100.0% Total In-Place NOI 509,920$ 100.0%
Notes:
(1)
(2)
(3)
(4) Represents timing adjustments for current quarter acquisitions, construction conversions
and segment transitions. Excludes most recently announced Brookdale transaction.
Primarily represents non-cash NOI
Represents Welltower's interests in joint ventures where Welltower is the minority partner.
Represents minority partners' interest in joint ventures where Welltower is the majority
partner.
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 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 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 A-EBITDA to
exclude unconsolidated entities and to include adjustments for stock-based compensation expense, provision for loan losses, gains/losses on
extinguishment of debt, transactions costs, gains/losses/impairments on properties, gains/losses on derivatives and other non-recurring and/or non-cash
income/charges. We believe that EBITDA and A-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 A-EBITDA divided by total interest, and our fixed charge coverage ratio, which
represents EBITDA and A-EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization and preferred
dividends. Our leverage ratios include net debt to A-EBITDA, book capitalization, undepreciated book capitalization and market capitalization. Book
capitalization represents the sum of net debt (defined as total long-term debt less cash and cash equivalents and any IRC section 1031 deposits), total
equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and
amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as
the proportion of net debt to total capitalization.
14
EBITDA Reconciliation
15
Capitalization Ratios
16
Pro Forma Annualized NOI Reconciliations
17
$s in thousands
2Q'18 Annualized
IPNOI(1) % ofTotal Brookdale Brandywine QCP
Pro Forma
Annualized
IPNOI(2) % ofTotal
530,360$ 26.7% (52,819)$ (74,357)$ -$ 403,185$ 19.0%
208,868 10.5% - - 12,114 220,982 10.4%
Seniors Housing Operating 907,492 45.7% 45,732 61,839 - 1,015,063 47.8%
339,900 17.1% - - 1,686 341,586 16.1%
- 0.0% - - 143,200 143,200 6.7%
1,986,620$ 100.0% (7,087)$ (12,518)$ 157,000$ 2,124,016$ 100.0%
341,008$ 37.6% -$ -$ -$ 341,008$ 33.6%
115,799 12.8% - - - 115,799 11.4%
Benchmark Senior Living 79,371 8.7% - - - 79,371 7.8%
71,201 7.8% - - - 71,201 7.0%
64,720 7.1% - - - 64,720 6.4%
235,393 25.9% 45,732 61,839 - 342,964 33.8%
Total 907,492$ 100.0% 45,732$ 61,839$ -$ 1,015,063$ 100.0%
Notes:
(1)
(2)
Pro Forma Adjustments
Seniors Housing Triple-Net
Long-Term/Post-Acute
Outpatient Medical
Health System
Belmont Village
Other
Please refer to transactions described in the July 27, 2018 press
Revera
Please see calculation ofIPNOIon page 50.
Sunrise Senior Living
Senior Resource Group

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2Q18 Fixed Income Presentation

  • 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. 2018 Second Quarter Highlights Portfolio and Balance Sheet Improvements: • Delivered $89 million of pro rata development projects with an expected stabilized yield of 7.0% • Completed $251 million of pro rata gross investments for the quarter including $172 million in acquisitions/JVs, $75 million in development funding and $5 million in loans. • Completed dispositions of $67 million consisting of loan payoffs of $12 million at an average yield of 10.0% and property sales of $55 million at a blended yield on proceeds of 10.8%. • Net debt to undepreciated book capitalization declined to 35.6% from 35.8% in 1Q17. • Post quarter, we closed on a new $3.7 billion unsecured credit facility with improved pricing across both our line of credit and term loan facility and terminated the existing unsecured credit facility. The credit facility includes $3.0 billion of revolving credit capacity at a borrowing rate of 82.5 basis points over LIBOR. 3Note: Please see non-GAAP financial measures and reconciliations at the end of this presentation.
  • 4. 1Q10 Private Pay: 69%(3) 2Q18 Private Pay: 95%(3) SENIORS HOUSING(2) 72% OUTPATIENT MEDICAL 17% LONG-TERM/ POST-ACUTE CARE 11%LONG-TERM/ POST-ACUTE CARE 31% OUTPATIENT MEDICAL 19% SENIORS HOUSING(2) 40% LIFE SCIENCE 2% HOSPITALS 8% Portfolio Transformation(1) 4 1. Based on In-Place NOI. Please see non-GAAP financial measures and reconciliations at the end of this presentation. Pro forma reconciliation can be found on page 55 at the end of this presentation 2. Comprises Seniors Housing Triple-Net and Seniors Housing Operating properties. 3. Based on Facility Revenue Mix. In-Place NOI In-Place NOI Pro Forma SENIORS HOUSING(2) 67% OUTPATIENT MEDICAL 16% LONG-TERM/ POST-ACUTE CARE 10% Private Pay: 93%(3) In-Place NOI Health System 7%
  • 5. Strong Unsecured Debt Covenant Compliance 51. See, for example, Supplemental Indenture No. 12 dated 3/1/2016, which was filed with the SEC as an exhibit to WELL’s Form 8-K filed on 3/3/2016. 2. For the twelve months ending 6/30/2018. Please see non-GAAP financial measures and reconciliations at the end of this presentation. Ratio 2Q18 Unsecured Notes Covenants (1) Compliance Secured Indebtedness to Total Assets 8.9% < 40.0% ✓ Total Indebtedness to Total Assets 41.4% < 60.0% ✓ Unsecured Debt to Unencumbered Assets 34.4% <66.7% ✓ Minimum Interest Coverage Ratio(2) 4.3x > 1.5x ✓
  • 6. Debt Structure Summary 6 2Q18(1) ($Millions) Unsecured Notes $7,676 67% Secured Debt $2,450 22% Line of Credit $540 5% Term Loans $698 6% Unsecured Notes Secured Debt Line of Credit Term Loans 1. Data as of 6/30/2018 and represents consolidated balance sheet data.
  • 7. $3.0B Unsecured Line of Credit Prudent Capital Strategy 71) Availability as of 6/30/2018. Capital Raised Since 2010 DEBT ~40% $3.0B Unsecured Line of Credit $25.9B RAISED $3.0B Unsecured Line of Credit COMMON & PREFERRED EQUITY ~60% $2.5B(1) Availability
  • 8. Diverse and unparalleled access to capital since 2010 8 1. ATM availability as of 8/6/2018. 2. Redeemed Series J on March 7, 2017 for $288M. 3. Excludes convertibles. 4. Gross Assets represents total assets plus depreciation as of 6/30/2018. ASSET RECYCLING Received $9.4B proceeds from strategic asset divestments since 2010 resulting in asset concentrations in high barrier gateway markets COMMON EQUITY 11 follow-on offerings totaling $12B $1.8B in DRIP proceeds $784M ATM availability(1) PREFERRED STOCK Two issues totaling $1B(2) DOMESTIC PUBLIC DEBT 14 offerings totaling $7.9B with average tenor of 11 years(3) INTERNATIONAL PUBLIC DEBT 2 GBP issues totaling USD $1.7B with average tenor of 17 years 1 CAD issuance of USD $226M CREDIT FACILIY $3.7B facility $3.0B revolver $0.7B in term loans (US and Canada) SECURED DEBT Only 7.5% of gross assets(4)
  • 9. Balanced and Manageable Debt Maturity Profile 9Data as of 6/30/2018 in USD. Represents pro rata principal amounts due and excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. 2018 2019 2020 2021 2022 2023 2024 2025 2026 Thereafter Pro Rata Secured Debt Senior Notes Lines of Credit Weighted average maturity of 7.2 years in millions 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter Unsecured Debt $0 $600 $686 1,140 $600 $500 $400 $1,250 $700 $0 $2,585 Pro Rata Secured Debt $197 $446 $160 $250 $206 $205 $242 $467 $45 $162 $252 Line of Credit -- -- -- $540 -- -- -- -- -- -- -- Total ($mm) $197 $1,046 $846 $1,930 $806 $705 $642 $1,717 $745 $162 $2,837
  • 11. Non-GAAP Financial Measures Welltower Inc. believes 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, the company considers Net Operating Income (NOI), In- Place NOI (IPNOI), EBITDA, and Adjusted EBITDA (A-EBITDA) to be useful supplemental measures of its operating performance. Excluding EBITDA and A- EBITDA, these supplemental measures are disclosed on a Welltower pro rata ownership basis. Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding Welltower’s minority ownership share of unconsolidated amounts. Welltower does not control unconsolidated investments. While the company considers pro rata disclosures useful, they may not accurately depict the legal and economic implications of Welltower’s joint venture arrangements and should be used with caution. Welltower’s 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. Welltower’s 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 Welltower, 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. 11
  • 12. NOI and IPNOI 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 seniors housing operating and outpatient medical 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. 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. We believe NOI and IPNOI 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. 12
  • 13. Historical In-Place NOI Reconciliations 13 Three months Three months $s in thousands ended 6/30/18 $s in thousands ended 3/31/10 Net income 167,273$ Net income 31,694$ Loss (gain)on real estate dispositions, net (10,755) Loss (gain)on real estate dispositions, net (6,718) Loss (income)fromunconsolidated entities (1,249) Loss (income)fromunconsolidated entities (768) Income tax expense (benefit) 3,841 Income tax expense (benefit) 84 Other expenses 10,058 Other expenses - Impairment ofassets 4,632 Loss (income)fromdiscontinued operations, net 203 Loss (gain)on extinguishment ofdebt, net 299 Loss (gain)on extinguishment ofdebt, net 18,038 Loss (gain)on derivatives and financial instruments, net (7,460) Transaction costs 7,714 General and administrative expenses 32,831 General and administrative expenses 16,821 Depreciation and amortization 236,275 Depreciation and amortization 43,387 Interest expense 121,416 Interest expense 29,791 Consolidated net operating income 557,161$ Consolidated net operating income 140,246$ NOIattributable to unconsolidated investments (1) 21,725 NOIattributable to unconsolidated investments 2,624 NOIattributable to noncontrolling interests (2) (30,962) NOIattributable to noncontrolling interests - Pro rata net operating income (NOI) 547,924$ Pro rata net operating income (NOI) 142,870$ Interest income (13,462) Interest income (9,048) Other income (15,383) Other income (996) Held for sale &dispositions (13,851) Held for sale &dispositions - Developments &land 262 Developments &land - Non IPNOI (3) (10,402) Non IPNOI (5,346) Timing adjustments (4) 1,567 Timing adjustments - In-Place NOI 496,655$ In-Place NOI 127,480$ Annualized In-Place NOI 1,986,620$ Annualized In-Place NOI 509,920$ In-Place NOIby country In-Place NOIby country United States 1,628,939$ 82.0% United States 509,920$ 100.0% United Kingdom 179,422 9.0% United Kingdom - 0.0% Canada 178,259 9.0% Canada - 0.0% Total In-Place NOI 1,986,620$ 100.0% Total In-Place NOI 509,920$ 100.0% In-Place NOIby property type In-Place NOIby property type Long-Term/Post-Acute 208,868$ 10.5% Long-Term/Post-Acute 158,552$ 31.1% Seniors Housing Triple-Net 530,360 26.7% Seniors Housing Triple-Net 201,732 39.6% Outpatient Medical 339,900 17.1% Outpatient Medical 98,640 19.3% Seniors Housing Operating 907,492 45.7% Seniors Housing Operating - 0.0% Hospital - 0.0% Hospital 41,824 8.2% Life Science - 0.0% Life Science 9,172 1.8% Total In-Place NOI 1,986,620$ 100.0% Total In-Place NOI 509,920$ 100.0% Notes: (1) (2) (3) (4) Represents timing adjustments for current quarter acquisitions, construction conversions and segment transitions. Excludes most recently announced Brookdale transaction. Primarily represents non-cash NOI Represents Welltower's interests in joint ventures where Welltower is the minority partner. Represents minority partners' interest in joint ventures where Welltower is the majority partner.
  • 14. 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 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 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 A-EBITDA to exclude unconsolidated entities and to include adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, transactions costs, gains/losses/impairments on properties, gains/losses on derivatives and other non-recurring and/or non-cash income/charges. We believe that EBITDA and A-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 A-EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA and A-EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization and preferred dividends. Our leverage ratios include net debt to A-EBITDA, book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt less cash and cash equivalents and any IRC section 1031 deposits), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization. 14
  • 17. Pro Forma Annualized NOI Reconciliations 17 $s in thousands 2Q'18 Annualized IPNOI(1) % ofTotal Brookdale Brandywine QCP Pro Forma Annualized IPNOI(2) % ofTotal 530,360$ 26.7% (52,819)$ (74,357)$ -$ 403,185$ 19.0% 208,868 10.5% - - 12,114 220,982 10.4% Seniors Housing Operating 907,492 45.7% 45,732 61,839 - 1,015,063 47.8% 339,900 17.1% - - 1,686 341,586 16.1% - 0.0% - - 143,200 143,200 6.7% 1,986,620$ 100.0% (7,087)$ (12,518)$ 157,000$ 2,124,016$ 100.0% 341,008$ 37.6% -$ -$ -$ 341,008$ 33.6% 115,799 12.8% - - - 115,799 11.4% Benchmark Senior Living 79,371 8.7% - - - 79,371 7.8% 71,201 7.8% - - - 71,201 7.0% 64,720 7.1% - - - 64,720 6.4% 235,393 25.9% 45,732 61,839 - 342,964 33.8% Total 907,492$ 100.0% 45,732$ 61,839$ -$ 1,015,063$ 100.0% Notes: (1) (2) Pro Forma Adjustments Seniors Housing Triple-Net Long-Term/Post-Acute Outpatient Medical Health System Belmont Village Other Please refer to transactions described in the July 27, 2018 press Revera Please see calculation ofIPNOIon page 50. Sunrise Senior Living Senior Resource Group