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Driving the Future of
Health Care Real Estate
November 2020
Fixed Income Update
Market & Industry Data and Forward Looking Statements
These materials are not an offer or the solicitation of an offer to purchase any securities or make any investment. This presentation includes information about Welltower Inc. and its subsidiaries (together,
“Welltower”) as of November 24, 2020, unless otherwise stated. All dollar amounts are expressed in U.S. Dollars unless otherwise stated.
Market and Industry Data: This presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Welltower believes
that such data is accurate, but there can be no assurance as to the accuracy or completeness of this data. Third-party sources generally state that the information contained therein has been obtained from sources
believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although Welltower believes it to be reliable, Welltower has not independently verified any of the
data from third-party sources referred to in this presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic
assumptions relied upon by such sources.
Forward Looking Statements: This document contains “forward looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and under applicable Canadian securities laws. When
Welltower uses words such as “may,” “intend,“ “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate,” or similar expressions that do not relate solely to historical matters, Welltower is making
forward looking statements. These statements include but are not limited to statements concerning: Welltower’s business objectives and plans; Welltower’s future financial performance and prospects; recovery
from the Covid-19 pandemic; and future industry trends. Forward-looking statements reflect Welltower’s current beliefs, expectations and assumptions and are based on information currently available to
Welltower, which includes assumptions about continued revenues based on historical past performance, management’s historical experience, perception of current business conditions, expected future
developments and other factors which Welltower considers appropriate. Forward looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual
results to differ materially from Welltower’s expectations discussed in the forward looking statements. This may be a result of various factors, including, but not limited to: the duration and scope of the COVID 19
pandemic, the impact of the COVID 19 pandemic on occupancy rates and on the operations of Welltower and its operators/tenants; actions governments take in response to the COVID 19 pandemic, including the
introduction of public health measures and other regulations affecting Welltower’s properties and the operations of Welltower and its operators/tenants; the effects of health and safety measures adopted by
Welltower and its operators/tenants related to the COVID 19 pandemic; increased operational costs as a result of health and safety measures related to COVID 19; the impact of the COVID 19 pandemic on the
business and financial condition of operators/tenants and their ability to make payments to Welltower; disruptions to Welltower's property acquisition and disposition activity due to economic uncertainty caused by
COVID 19; general economic uncertainty in key markets as a result of the COVID 19 pandemic and a worsening of global economic conditions or low levels of economic growth; the status of capital markets,
including availability and cost of capital uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark; 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; Welltower’s 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 Welltower’s properties; Welltower’s ability to re lease space at similar rates as vacancies occur; Welltower’s 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 Welltower’s properties; changes in rules or practices governing Welltower’s financial reporting; the movement of U.S. and foreign currency exchange rates; Welltower’s ability to maintain Welltower’s
qualification as a REIT; key management personnel recruitment and retention; the impact of our senior leadership transition; and other risks described in Welltower’s reports filed from time to time with the SEC.
Finally, Welltower undertakes no obligation to update or revise publicly 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
Recent Highlights
3
• Total SHO portfolio occupancy declined approximately 150 basis points (bps) during 3Q2020 from 79.9% to 78.4% as compared to our outlook of -125bps to -175bps
• 3Q2020 same store net operating income
(1)
(“SS NOI”) declined -27.3% as compared to 3Q2019 and moderated to -1.1% versus 2Q2020
• SHO portfolio occupancy declined by approximately 40bps in October and by approximately 30bps month-to-date to 77.7%(2)
• Recent move-in and move-out trends have been uneven due to increased COVID prevalence in the US, UK and Canada coupled with seasonal factors
Seniors Housing Operating (SHO) Portfolio Update
• As previously announced, completed $1.4 billion of pro rata dispositions in 3Q2020 at a 5.3% blended yield
• Subsequent to quarter-end, closed on the previously announced disposition of the Northbridge SHO Portfolio for $200 million
• Additional dispositions at compelling valuation levels may be completed prior to year-end
• Acquisition activity expected to increase in near-term through deployment of capital in stabilized and non-stabilized properties
Investment Activity
1. See Supplemental Financial Measures at the end of this presentation for reconciliation
2. As of November 13, 2020
3. Estimated cash balance of $2.2 billon as of October 26, 2020, including cash and cash equivalents and IRC Section 1031 deposits
• Near-term liquidity stands at $5.2 billion as of October 26, 2020
• Current cash balances total approximately $2.2 billion
(3)
; revolving credit facility is undrawn with capacity of $3.0 billion
• Anticipate generating an additional $214 million of proceeds from assets held for sale as of September 30, 2020, but not yet sold as of October 26, 2020
• Reported Net Debt/Adjusted EBITDA
(1)
of approximately 6.02x as of September 30, 2020
Balance Sheet and Liquidity
• Triple-Net Portfolio: Collected 98% of rent due in 3Q2020, consistent with 2Q2020
• Outpatient Medical (OM): Collected or approved short term deferrals for over 99% of rent due in 3Q2020, consisting of 97% cash collections and 2% short-term deferrals
Rent Collections
Welltower at a Glance
4
BBB+Baa1 BBB+
500S&P
~22M sq. ft.
of Outpatient
Facilities(1)
~1,300
Senior Living
Communities(1)
1. As of 9/30/2020
World’s Largest Health and Wellness Real Estate Platform
Welltower Purpose
Addressing societal challenges through
reimagining and reinventing the built environment
for effective health and wellness care delivery
5
Secular Theme | An Aging Population
61. United States Census Bureau: Projected Population by Single Year of Age, Sex, Race, Hispanic Origin and Nativity for the United States: 2018 to 2060
13.2M
15.6M
19.7M
0%
1%
2%
3%
4%
5%
6%
7%
9
11
13
15
17
19
21
23
25
Population 80+ (M)
YoY Growth (%)
80+ U.S. Population Growth(1)
The Aging Population is
growing exponentially,
and outspends every other
age cohort combined on
health care
Health Care
Secular Theme | Social Determinants of Health
1. Source: Artiga, S., & Hinton, E. (2019, May 29). Beyond Health Care: The Role of Social Determinants in Promoting Health and Health Equity
Safety
& AccessibilityTransportationHousing
Exercise & Activity Hygiene Medical Compliance
Physical Environment
Socioeconomic factors
Health Behaviors
40%
30%
20%
10%
Drivers of
Health
Food Security
& Nutrition
Community
& Socialization
Financial
Stability
7
80% of an individual’s health and wellness is influenced by social determinants(1)
Secular Theme | The Need for Value-Based Care
1. OECD (2020), Health spending (indicator). doi: 10.1787/8643de7e-en (Accessed February 2, 2020)
2. Organization for Economic Cooperation and Development. Data as of 2017
Health Care Spend (% GDP)
74
76
78
80
82
84
4% 6% 8% 10% 12% 14% 16% 18%
FRA
SWE
GER
NLD
NOR
UK
NZL
CAN
AUS
OECD Avg
USA
LifeExpectancyatBirth(years)
Health Care vs Social Care Spend(1) Health Care Spend vs. Life Expectancy(2)
The US spends the most per capita on health care, yet achieves significantly lower health outcomes
0%
20%
40%
60%
80%
100%
UK SWIZ NOR SWE FRA GER NETH AUS NZ CAN US
Social Care Spend Health Care Spend
8
Portfolio Composition(1)
91. Based on In-Place NOI. See Supplemental Financial Measures at the end of this presentation for reconciliations
48%
18%
11%
16%
7%
3Q 2018
IPNOI
37%
22%
10%
23%
8%
3Q 2020
IPNOI
Seniors Housing Operating Seniors Housing Triple-Net Long-Term / Post-Acute Care Health SystemOutpatient Medical
10
“Nothing about what has happened in recent
months has changed the trends on aging, care
needs, or rise of dementia so the need for seniors
housing is just as important as it has been.”
Dr. Bruce Leff, Director of The Center for Transformative Geriatric Research
and Professor of Medicine at Johns Hopkins
Seniors Housing Operating & Triple-Net Portfolio Update
11
Spectrum of Seniors Housing
12
Home
Senior
Apartments
Independent
Living
Assisted
Living
Memory
Care
Post-Acute
Care
Activities /
Programming ✓ ✓ ✓ ✓ ✓
Transport / Laundry ✓ ✓ ✓ ✓
Meals ✓ ✓ ✓ ✓
Care Services
(Activities of daily living) ✓ ✓ ✓
Post-Acute and
Chronic Care ✓
Select Welltower
Operators
On-demand
services via
strategic
partnerships
$$$$ Relative Cost of
Care
Seniors housing has many forms across acuity and cost spectrums from addressing the needs of the active senior who is looking for a
home that is purpose-built and affordable to higher acuity in high barrier to entry markets
Seniors Housing Operator Platform | Power of Diversification
13
Diversity Across Acuity, Geography and Operating Model
Low HighAverage Portfolio Acuity
$
$$$
MonthlyRent
Operator Diversification | Average Monthly Rent vs Average Portfolio Acuity
SHO Portfolio | YTD Observations
14
1. Occupancy represents approximate month end occupancy for all SHO properties in operation as of February 29, 2020, excluding only acquisitions, executed dispositions and development conversions since this date.
Approximate month end spot occupancy is as follows: February – 85.6%; March – 84.8%; April – 82.5%; May – 80.8%; June – 79.9%; July – 79.2%; August – 78.7%; September – 78.4%; October – 78.0%
2. Variances from prior 3Q business updates are due to the impact of portfolio dispositions and/or rounding, specifically the removal of properties in the SHO portfolio dispositions described in the 10/5/20 Business Update. If these
properties had not been removed, monthly occupancy changes in 3Q would have been -66bps in July, -59bps in August, and -29bps in September versus the declines of -64bps, -58bps, and -29bps represented above
77%
78%
79%
80%
81%
82%
83%
84%
85%
86%
February March April May June July August September October
Total SHO Portfolio Month-End Occupancy(1,2)
-230 bps
-170 bps
-90 bps
-60 bps
-80 bps
-60 bps
-30 bps
-40 bps
SHO Portfolio | 3Q2020 Observations
15
1. Occupancy represents approximate month end occupancy for SHO properties in operation as of February 29, 2020, excluding acquisitions, dispositions and development conversions since the start of the COVID-19 pandemic
2. Represents SHO same store portfolio. See Supplemental Financial Measures at the end of this presentation for reconciliations
3. Total SHO portfolio incurred approximately $17 million of pro rata COVID-related property level expenses net of reimbursements in 3Q2020
• SHO portfolio(1) spot occupancy declined approximately 150bps from June 30, 2020 to 78.4%
• SHO same store REVPOR(2) declined 1.0% year-over-year in 3Q2020 as compared to 3Q2019 partially driven by a shift in acuity mix
resulting from more muted occupancy declines across lower-acuity property types
• Assisted Living properties increased 1.4% year-over-year in 3Q2020 vs 3Q2019
• Independent Living properties declined 0.2% year-over-year in 3Q2020 vs 3Q2019
• As of September 30, 2020, 96% of SHO properties are accepting new residents, consistent with prior two months
• Move in activity increased 104% sequentially in 3Q2020 as compared to 2Q2020 but still declined by 39% on a year-over-year basis
• Move out activity declined 9% sequentially in 3Q2020 as compared to 2Q2020 and declined by 21% on a year-over-year basis
Revenues
• Same store pro rata total expenses decreased 3.3% in 3Q2020 from 2Q2020 driven by lower COVID-related expenses and a reduction in
controllable expenses commensurate with lower levels of occupancy
• Same Store SHO portfolio incurred approximately $15 million in pro rata COVID-related property level expenses net of reimbursements in
3Q2020(3)
• COVID-related expenses have declined materially since peak levels reached in April, driven by lower labor and PPE costs
Expenses
100.0
109.0
101.8
84.5
74.0
78.2 78.4 79.6
77.5
0
20
40
60
80
100
120
Feb Mar Apr May Jun Jul Aug Sep Oct
Indexed Move Outs Since February
100.0
82.8
23.7
29.7
53.9
65.1
71.3
82.9
73.1
0
20
40
60
80
100
120
Feb Mar Apr May Jun Jul Aug Sep Oct
Indexed Move Ins Since February
SHO Portfolio | Move Ins & Move Outs(1)
161. October Move Ins & Move Outs represent preliminary data as reported by operators
76% Decline
Feb → Apr
208% Increase
Apr → Oct
22% Decline
Feb → Oct
SHO Portfolio | COVID-19 Impact(1)
17
1 10
38
130
246
303
352
472
517
458
353
257
175
79 72 85 72
91
138134
98
155163
100
52 48 46
93 104 92
126124
96 114
217
256
0
100
200
300
400
500
600
Resident COVID-19 Cases – Trailing Two Weeks
Properties with COVID-19 Cases – Trailing Two Weeks
Properties with:
0 cases : 500
1-2 cases : 36
3+ cases : 21
90% of Properties Have Zero Reported Cases
90%
0 cases
4%
6%
10%
>1+ cases
• 96% of communities are currently accepting new residents,
consistent with October 31, 2020 and September 30, 2020
• 50% decline in trailing two-week COVID case count since peak
in early-May 2020
• 90% of communities have zero reported COVID cases on a
TTW basis
COVID-19 Impact
Operations Update
• Elevated cleaning and social distancing protocols remain in
place to protect residents and staff
• Most communities allowing indoor visitation and communal
dining while still maintaining stringent safety protocols
• Operators continue to test new residents prior to and post
move-in
• In virtually all cases, new residents self-quarantined for 14 days
after move in
1. All data presented as of November 13, 2020
SHO Portfolio | Near-Term Outlook
181. See Supplemental Financial Measures at the end of this presentation for definition
• We anticipate total SHO portfolio expenses during 4Q2020 to increase slightly versus 3Q2020, with moderately lower COVID-related
costs offset by higher expenses related to community re-openings and a seasonal increase in labor costs
• Certain COVID-related costs, including those related to heightened sanitation protocols and procurement of PPE and testing supplies,
are expected to remain in-place for the foreseeable future
Expenses
• We anticipate SHO portfolio NOI margins to remain well below historical average in upcoming quarters resulting from lower levels of
occupancy and persistence of COVID-related expenses
NOI Margins
• We anticipate SHO portfolio spot occupancy to end the fourth quarter approximately 75bps to 125bps lower than September 30, 2020
• Year-over-year occupancy declines in 4Q2020 expected to be more pronounced than in 3Q2020 given a stronger comparison period
in 4Q2019
• SS REVPOR(1) growth is expected to be approximately flat through 4Q2020 as compared to 3Q2020
Revenues
Triple-Net Portfolio Update
19
1. Represents trailing twelve-month coverage metrics reported on a one-quarter lag for the stable portfolio. Please see our 2Q20 and 3Q20 Supplemental for further information on EBITDAR and EBITDARM coverage
Triple-Net Coverages(1) Operations Financials
2Q20 3Q20
SH NNN
EBITDAR 1.04x 1.02x
Recent operational headwinds comparable to
those experienced within the SHO portfolio
Near-term pressure on coverage ratios is
expected as fundamental performance is
anticipated to track that of SHO portfolio
SH operators are expected to receive funding
from HHS’ Provider Relief Fund
EBITDARM 1.20x 1.19x
LT/PAC
EBITDAR 1.13x 1.12x
Occupancy levels have stabilized in recent
months due primarily to a rebound in the
volume of elective procedures. COVID-related
expenses have also dissipated
Decline in operating margins resulting from
challenges to payor mix and labor pressures
Coverage inclusive of government support
Genesis: revising revenue recognition to a
cash-basis accounting method from a straight-
line accounting method beginning 3Q2020
EBITDARM 1.43x 1.42x
Health
System
EBITDAR 2.13x 2.83x ProMedica experiencing similar fundamental
trends as those recently witnessed in the
broader seniors housing and post-acute care
space
Rent current through November
Coverage inclusive of government support
EBITDARM 2.75xx 3.24x
98% of rent due in 3Q20 collected in Triple-Net portfolio
COVID-19 Path to Recovery
• Pfizer/BioNTech and Moderna recently announced a 90% and 94.5% efficacy rate, respectively, for a COVID-19 vaccine during clinical trials(1,2)
• Eli Lilly was recently granted Emergency Use Authorization (EUA) by the FDA for its monoclonal antibody therapy which was shown in clinical trials to
reduce COVID-19 related hospitalizations or ER visits in patients with high-risk for disease progression, including older adults(3)
• Johnson & Johnson and AstraZeneca are expected to release clinical trial results by YE 2020 or early 2021 (4,5)
Vaccine/Therapeutics Progress
• Coordinating connections for SH operators with CVS/Omnicare and Walgreens on distribution of COVID-19 vaccine to Welltower communities
• CVS and Walgreens have previously established protocols for the distribution of seasonal flu vaccine within our communities which may provide
platform for rollout of potential COVID-19 vaccines
• Ongoing dialogue with the NIH Warp Speed team and pharmaceutical companies to monitor upcoming therapeutics
• Continued collaboration with UCSF and Johns Hopkins faculty to support operator planning and logistical preparation for upcoming vaccine distributions
Welltower Response
1. https://investors.pfizer.com/investor-news/press-release-details/2020/Pfizer-and-BioNTech-Announce-Vaccine-Candidate-Against-COVID-19-Achieved-Success-in-First-Interim-Analysis-from-Phase-3-Study/default.aspx
2. https://investors.modernatx.com/news-releases/news-release-details/modernas-covid-19-vaccine-candidate-meets-its-primary-efficacy
3. https://www.fda.gov/news-events/press-announcements/coronavirus-covid-19-update-fda-authorizes-monoclonal-antibody-treatment-covid-19
4. https://www.jnj.com/johnson-johnson-initiates-pivotal-global-phase-3-clinical-trial-of-janssens-covid-19-vaccine-candidate
5. https://www.astrazeneca.com/media-centre/press-releases/2020/fda-authorises-restart-of-the-covid-19-azd1222-vaccine-us-phase-iii-trial.html
6. https://www.nationalacademies.org/our-work/a-framework-for-equitable-allocation-of-vaccine-for-the-novel-coronavirus
• The National Academy of Medicine, tasked by the CDC and NIH for a framework on vaccine distribution, has prioritized high-risk healthcare workers
(including seniors housing staff) and older seniors in congregate care settings in Phases 1a and 1b, respectively, for vaccine allocation(6)
• Currently anticipate the initial distribution of vaccine to SH communities to commence as soon as two weeks post EUA authorization by FDA
• Welltower’s key operators expected to participate in HHS’s Pharmacy Partnership for Long-Term Care for vaccine distribution
Vaccine Distribution
20
2Q20 3Q20 4Q20 2021
Vaccine and Therapeutics Timeline
1. https://www.fda.gov/news-events/press-announcements/covid-19-update-fda-broadens-emergency-use-authorization-veklury-remdesivir-include-all-hospitalized
2. https://investors.pfizer.com/investor-news/press-release-details/2020/Pfizer-and-BioNTech-Announce-Vaccine-Candidate-Against-COVID-19-Achieved-Success-in-First-Interim-Analysis-from-Phase-3-Study/default.aspx
3. https://www.fda.gov/news-events/press-announcements/coronavirus-covid-19-update-fda-authorizes-monoclonal-antibody-treatment-covid-19
4. https://investors.modernatx.com/news-releases/news-release-details/modernas-covid-19-vaccine-candidate-meets-its-primary-efficacy
5. https://www.nationalacademies.org/our-work/a-framework-for-equitable-allocation-of-vaccine-for-the-novel-coronavirus
21
WELL Engagement
Ongoing
Anticipated Future Event
Welltower engaged in active dialogue with CVS/Omnicare, Walgreens, and academic partners on testing, vaccine distribution and therapeutics2Q20
Welltower engaged in active dialogue with the NIH’s Warp Speed team to monitor potential vaccines and therapeutics3Q20
Gilead granted emergency use authorization (EUA) for Remdesivir(1)3Q20
Pfizer announces 90% efficacy rate for its COVID-19 vaccine; anticipates 50 million doses
available by YE 2020 with an additional 1.3 billion doses by YE 2021
(2)4Q20
Eli Lilly granted EUA for monoclonal antibody therapy, bamlanivimab (3)4Q20
Johnson & Johnson and AstraZeneca expected to release clinical trial results by YE 2020
or early 2021
4Q20
If Pfizer’s vaccine receives EUA approval, distribution to SH residents
and staff is anticipated to commence as soon as two weeks post-
approval through Phase 1 of recommended vaccine distribution(5)
Late 4Q20/
Early 1Q21
Expansion of Phase 1 & initial Phase 2-4 vaccine
distribution(5)2021
Moderna announces 94.5% efficacy rate for its COVID-19 vaccine(4)4Q20
Outpatient Medical Portfolio Update
22
Outpatient Medical | Market Leading Platform
23
As of 9/30/2020
Diversified portfolio across geographies and health systems
Growing Relationships with Key Health System Partners
SQ. FT.
0
300K
Outpatient Medical | Update
24
• 93.6% portfolio occupancy at September 30, 2020
• All buildings are open and operating with enhanced
maintenance and cleaning protocols
Operations
• Approximately 99% of rent due in 3Q2020 has been collected or
had deferral requests approved by WELL
• Deferred rent is generally expected to be collected by year-
end 2020
• 99% repayment rate of deferral plans billed to date
• No abatements have been provided to date
• Tenant retention remains above historical averages, achieving a
rate of approximately 88% year-to-date as of September 30, 2020
• New leasing velocity continues to be uneven due to COVID
impact
Financial
Liquidity and Balance Sheet Update
25
Balance Sheet & Investment Highlights
• Reported Net Debt/Adjusted EBITDA(1) of 6.02x as of September 30,
2020
• Enhanced near-term liquidity to $5.2 billion as of October 26, 2020
• Current cash balances total approximately $2.2 billion
(2)
; revolving
credit facility is undrawn with capacity of $3.0 billion
• Proceeds of $214 million(3) expected from assets held for sale as of
September 30, 2020, but not yet sold as of October 26, 2020
• During the 3rd quarter we extinguished or defeased $855 million of debt
• $426 million in unsecured bonds due 2023
• $140 million pay down of the term loan due 2022
• $289 million of secured debt
• As of October 23, 2020, completed approximately $3.3 billion in pro
rata dispositions year-to-date at a yield of 5.4%
Year-to Date 2020 Update
1. See Supplemental Financial Measures at the end of this presentation for reconciliation
2. Estimated cash balance of $2.2 billon as of October 26, 2020, including cash and cash equivalents and IRC Section 1031 deposits
3. Includes 3Q2020 assets held for sale of $411 million as of September 30, 2020 less $197 million related to dispositions closed subsequent to quarter end as of October 26, 2020
4. Represents September 30, 2020 data with pro forma adjustments to reflect the October 2020 extinguishment of $124M of secured debt related to the September defeasances and October asset dispositions as if the transactions had occurred on September 30, 2020. Represents pro
rata principal amounts due and excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. Excludes lease liabilities relating to both finance and operating leases
26
Liquidity ($M) October 26, 2020
Cash and Cash Equivalents(2) $2,200
Undrawn Line of Credit Capacity $3,000
Near-Term Liquidity $5,200
Expected Proceeds from Assets Held For Sale(3) $214
Near-Term Liquidity + Expected Proceeds $5,414
Weighted Average Debt Maturity of 7.4 Years(4)
No material unsecured bond maturities before March 2023
BBB+Baa1 BBB+
Diverse and Unparalleled Access to Capital
271. Gross proceeds
STRATEGIC DISPOSITIONS & EQUITY
(COMMON and PREFERRED)
~62%
DEBT
~38%
Capital Raised Since 2015
$28B
RAISED(1)
Public Debt
Total Debt
Weighted Avg.
Interest
Weighted Avg.
Maturity
USD $8.3B 3.78% 7.8 years
GBP £1.05B 4.66% 11.0 years
CAD C$300M 2.95% 6.3 years
Credit Facility COVID Liquidity Facility
$3.7B
$3.0B revolver + $700M
in term loans
2-year term loan at L+120
$860M facility
Balanced and Manageable Debt Maturity Profile
(1,2)
28
1. Represents September 30, 2020 data with pro forma adjustments to reflect the October 2020 extinguishment of $124M of secured debt related to the September defeasances and October asset dispositions as if the transactions had occurred
on September 30, 2020. Represents pro rata principal amounts due and excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. Excludes lease liabilities relating to both finance and
operating leases
2. Our unsecured commercial paper program and our unsecured revolving credit facility had a zero balance as of September 30, 2020. The unsecured revolving credit facility matures on July 19, 2022 (with an
option to extend for two successive terms of six months each at our discretion). Available borrowing capacity of our unsecured revolving credit facility was $3,000,000,000 as of September 30, 2020
1.64%
3.26%
1.98%
2.80%
3.87% 3.88%
4.17%
2.96%
4.48%
3.57%
4.17%
0M
500M
1,000M
1,500M
2,000M
2,500M
3,000M
3,500M
4,000M
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 After
Weighted Average Maturity of 7.4 years
USD Unsecured USD Secured CAD Unsecured CAD Secured GBP Unsecured WAI
(in Millions USD) 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 After
Unsecured Debt(1)
$0 $0 $879 $1,361 $1,350 $1,250 $700 $725 $1,460 $550 $3,145
Secured Debt $179 $341 $410 $370 $206 $ 657 $61 $177 $90 $277 $191
Total $179 $341 $1,288 $1,731 $1,556 $1,907 $761 $902 $1,550 $827 $3,336
3Q2020 Covenant Compliance
(1)
29
1. Covenants calculated based on definitions that are specific to each respective credit agreement, which may differ from similar terms used in our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Supplemental
Unsecured Debt Covenant Compliance
3Q2020 Covenant Compliance
Secured Indebtedness to
Total Assets
7.6% <40.0% ✓
Total Indebtedness to
Total Assets
43.7% <60.0% ✓
Unsecured Debt to
Unencumbered Assets
38.2% <66.7% ✓
Fixed Charge
Coverage Ratio
5.31x >1.50x ✓
Line of Credit Covenant Compliance
3Q2020 Covenant Compliance
Leverage Ratio 35.3% <60.0% ✓
Fixed Charge
Coverage Ratio
3.53x >1.50x ✓
Unencumbered Assets to
Unsecured Debt
33.2% <60.0% ✓
Secured Debt Ratio 8.8% <30% ✓
Total Equity Investments to
Total Asset Value
2.1% <25% ✓
Total Developments to
Total Asset Value
2.6% <35% ✓
Leading Asset Liquidity
$58M Pro Rata TTM NOI
Generated from top 10 unencumbered assets
Sunrise of Connecticut Ave
Belmont Village Ranchos Palos Verdes
Sunrise of Seal Beach
Belmont Village of Cardiff by the Sea
30
$1.16B
Asset value
65% LTV
5.0% cap rate
$755M
Proceeds available
Environmental, Social and Governance (ESG)
31
32
GHG Emissions reduction
over baseline
8.5%
Invested in
efficiency projects
$13.7M
Efficiency projects
implemented
239
LED retrofit projects
in 2019
84
Estimated energy savings
from 2019 LED retrofits
$1.8M
LED retrofit projects
completed to date
367
32
Sustainability Goals Publication and Advancement
10% reduction
in energy use
10% reduction
in GHG emissions
10% reduction
in water use
by 2025
Inaugural Green Bond | Effective Access to Capital
✓ First U.S. health care REIT to issue Green Bond
✓ WELL’s lowest coupon on 7-year note
✓ Demand 7.0x oversubscribed
✓ Over 100 investors consisting of high-quality
asset managers, insurance funds, hedge funds,
and central banks
Green Buildings Water Efficiency Energy Efficiency
$500M 7-Year note at 2.7%
Use of Proceeds:
33
Case Study in Green Buildings | Signature at Wandsworth Common
34
Green Building Spotlight | Signature at Wandsworth Common
Welltower Building Certifications
Signature at Wandsworth Common is
Welltower’s latest development in the United
Kingdom that is helping to meet the need for
2,000 additional assisted living and
dementia care beds in the local area while
adding 120+ jobs to the local economy.
• “Excellent” BREEAM rating
• Combined heat and power units
• Photovoltaic roof panels
• Energy efficient technologies such as
motion-sensor lighting
• Expected savings of 89 tons (35%) of
regulated CO2 annually vs. baseline
Social | Solid Diversity and Inclusion Foundation
35
CORE Women’s Network is one of the earliest
and most robust diversity groups amongst our
peers. This year we have created new ENGs
such as: Af-Am, Hispanic, LGBTQIA+.
Welltower
Diversity Council
E M P L O Y E E
N E T W O R K G R O U P S
Unconscious bias and civil
and respectful treatment
T R A I N I N G
P R O G R A M S
Initial expansion of recruiting to
include historically black
colleges, ensuring interview
slates consist of diverse
candidates, and review of
recruiting material for
unconscious bias
R E C R U I T I N G
e.g., 50% of our leadership
team is made up of women and
minorities, women represent
45% of new hires placed in
revenue generating roles, 75%
female and minority
independent leadership on
Board of Directors
I N T E R N A L
E S P O U S A L O F
D I V E R S I T Y
Working with national organizations
and our partners to discuss issues
and develop solutions related to
workforce development and diversity
P A R T N E R S H I P S
Expanded approach / focus on
diversity
REPEATED EXTERNAL ADVOCATION
AND RECOGNITION FOR DIVERSITY
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
LTC MPW SNH SBRA DOC HR VTR HTA OHI PEAK WELL NHI
Governance | Great Governance is Good Business
36
1. Peer G&A based on company filings for 1Q20 and 2Q20, annualized. Enterprise Value data as of 9/30/2020
2. Data as of 10/12/2020
3. ISS Governance Score is a weighted average of scores assigned for (a) board structure, (b) compensation, (c) shareholder rights and (d) audit as of 11/1/2020
4. 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 Real Estate Equities (ARE)
G&A as % of Enterprise Value(1)
Female and Minority Leadership
on the Board of Directors(2)
80%
3
7
Welltower
Peers
ISS ESG Governance Score(3,4)
Low Risk High Risk
HC REIT Avg
37
Supplemental Financial
Measures
38
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 EBITDA, Adjusted EBITDA, Net Operating Income
("NOI"), In-Place NOI ("IPNOI"), Same Store NOI ("SSNOI"), Revenues per Occupied Room ("REVPOR") and Same Store REVPOR ("SS REVPOR") to
be useful supplemental measures of our operating performance. Excluding EBITDA and Adjusted EBITDA, the 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.
39
NOI, IPNOI, SSNOI, REVPOR & SS REVPOR
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.
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.
40
In-Place NOI Reconciliations
(dollars in thousands)
3Q20 3Q18 In-Place NOI by property type 3Q20 % of Total
Net income (loss) $ 394,978 $ 84,226 Seniors Housing Operating $ 664,244 36.6 %
Loss (gain) on real estate dispositions, net (484,304) (24,723) Seniors Housing Triple-Net 409,032 22.5 %
Loss (income) from unconsolidated entities 5,981 (344) Outpatient Medical 416,268 22.9 %
Income tax expense (benefit) 2,003 1,741 Health System 145,824 8.0 %
Other expenses 11,544 88,626 Long-Term/Post-Acute Care 179,348 10.0 %
Impairment of assets 23,313 6,740 Total In-Place NOI $ 1,814,716 100.0 %
Provision for loan losses 2,857 —
Loss (gain) on extinguishment of debt, net 33,004 4,038
Loss (gain) on derivatives and financial instruments, net 1,395 8,991
General and administrative expenses 31,003 28,746 In-Place NOI by property type 3Q18 % of Total
Depreciation and amortization 255,532 243,149 Seniors Housing Operating $ 1,021,020 47.9 %
Interest expense 124,851 138,032 Seniors Housing Triple-Net 395,720 18.5 %
Consolidated net operating income 402,157 579,222 Outpatient Medical 343,504 16.1 %
NOI attributable to unconsolidated investments(1) 13,659 22,247 Health System 143,204 6.7 %
NOI attributable to noncontrolling interests(2) (28,024) (37,212) Long-Term/Post-Acute Care 229,772 10.8 %
Pro rata net operating income (NOI) $ 387,792 $ 564,257 Total In-Place NOI $ 2,133,220 100.0 %
Adjust:
Interest income $ (16,750) $ (14,622)
Other income (6,029) (3,754)
Sold / held for sale (15,364) (9,401)
Developments / land 916 641
Non In-Place NOI(3) 103,114 (15,839)
Timing adjustments(4) — 12,023
In-Place NOI 453,679 533,305
Annualized In-Place NOI $ 1,814,716 $ 2,133,220
(1) Represents Welltower's interest in joint ventures where Welltower is the minority partner.
(2) Represents minority partner's interest in joint ventures where Welltower is the majority partner.
(3) Primarily represents non-cash NOI.
(4) Represents timing adjustments for current quarter acquisitions, construction conversions and segment or operator transitions.
41
(dollars in thousands)
3Q20 3Q19 % growth YOY 2Q20 % growth QOQ
Net income (loss) $ 394,978 $ 647,932 $ 159,216
Loss (gain) on real estate dispositions, net (484,304) (570,250) (155,863)
Loss (income) from unconsolidated entities 5,981 (3,262) (1,332)
Income tax expense (benefit) 2,003 3,968 2,233
Other expenses 11,544 6,186 19,411
Impairment of assets 23,313 18,096 75,151
Provision for loan losses 2,857 — 1,422
Loss (gain) on extinguishment of debt, net 33,004 65,824 249
Loss (gain) on derivatives and financial instruments, net 1,395 1,244 1,434
General and administrative expenses 31,003 31,019 34,062
Depreciation and amortization 255,532 272,445 265,371
Interest expense 124,851 137,343 126,357
Consolidated NOI 402,157 610,545 527,711
NOI attributable to unconsolidated investments(1) 13,659 21,957 20,871
NOI attributable to noncontrolling interests(2) (28,024) (42,356) (30,369)
Pro rata NOI 387,792 590,146 518,213
Non-cash NOI attributable to same store properties 107,005 (21,807) (15,059)
NOI attributable to non-same store properties (68,696) (79,348) (75,426)
Currency and ownership adjustments(3) (4,127) (8,761) (2,126)
Other adjustments(4) (1,049) (1,539) (1,707)
Same Store NOI (SSNOI) $ 420,925 $ 478,691 (12.1)% $ 423,895 (0.7)%
Seniors Housing Operating 160,610 220,777 (27.3)% 162,462 (1.1)%
Seniors Housing Triple-net 95,893 95,953 (0.1)% 96,647 (0.8)%
Outpatient Medical 84,879 84,078 1.0% 85,929 (1.2)%
Health System 36,456 35,638 2.3% 35,800 1.8%
Long-Term/Post-Acute Care 43,087 42,245 2.0% 43,057 0.1%
Total SSNOI $ 420,925 $ 478,691 (12.1)% $ 423,895 (0.7)%
(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 ownership percentages and foreign currency exchange rates for properties in the U.K. and
Canada.
(4) Includes other adjustments described in the 3Q20 Supplemental Information package.
SSNOI Reconciliation
42
SHO REVPOR Growth Reconciliation
(dollars in thousands, except SS REVPOR )
3Q20 3Q19
SHO SS REVPOR Growth
Consolidated SHO revenues $ 742,065 $ 835,496
Unconsolidated SHO revenues attributable to WELL(1) 42,568 42,936
SHO revenues attributable to noncontrolling interests(2) (58,500) (73,181)
SHO pro rata revenues(3) 726,133 805,251
Non-cash revenues on same store properties (849) (904)
Revenues attributable to non-same store properties (76,611) (94,446)
Currency and ownership adjustments(4) 1,627 3,816
Other normalizing adjustments(5) (1,509) 803
SHO SS revenues(6) 648,791 714,520
Avg. occupied units/month(7) 39,705 43,271
SHO SS REVPOR(8) $ 5,402 $ 5,459
SS REVPOR YOY growth (1.0) %
(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 ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.32 and to translate UK properties
at a GBP/USD rate of 1.30.
(5) Represents aggregate normalizing adjustments which are individually less than .50% of SSNOI growth.
(6) Represents SS SHO revenues at Welltower pro rata ownership.
(7) Represents average occupied units for SS properties related solely to referenced country on a pro rata basis.
(8) Represents pro rata SS average revenues generated per occupied room per month.
43
SHO SS REVPOR Growth Reconciliation (cont.)
(dollars in thousands, except SS REVPOR )
Assisted Living (1) Independent Living (1) Total
3Q20 3Q19 3Q20 3Q19 3Q20 3Q19
SHO SS revenues(2) $ 444,365 $ 500,215 $ 204,426 $ 214,305 $ 648,791 $ 714,520
Avg. occupied units/month(3) 18,174 20,744 21,531 22,527 39,705 43,271
SHO SS REVPOR(4) $ 8,084 $ 7,972 $ 3,139 $ 3,145 $ 5,402 $ 5,459
SS REVPOR YOY growth 1.4 % (0.2)% (1.0)%
(1) Properties are classified between Assisted Living and Independent Living by predominant unit type.
(2) Represents SS SHO revenues at Welltower pro rata ownership. See previous page for reconciliation.
(3) Represents average occupied units for SS properties related solely to referenced country on a pro rata basis.
(4) Represents pro rata SS average revenues generated per occupied room per month.
44
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 ratios are based on EBITDA and Adjusted EBITDA. EBITDA is defined as earnings (net income per income statement)
before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding
unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses
on extinguishment of debt, gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other
expenses, additional other income and other impairment charges. We believe that EBITDA and Adjusted EBITDA, along with net
income, are important supplemental measures because they provide additional information to assess and evaluate the performance
of our operations. Our leverage ratios include net debt to Adjusted EBITDA. Net debt is defined as total long-term debt, excluding
operating lease liabilities, less cash and cash equivalents and any IRC Section 1031 deposits.
45
Net Debt to Adjusted EBITDA
(dollars in thousands) Three Months Ended Three Months Ended
September 30, September 30,
2020 2020
Net income $ 394,978 Lines of credit and commercial paper(1) $ —
Interest expense 124,851 Long-term debt obligations(1) 13,889,030
Income tax expense (benefit) 2,003 Cash and cash equivalents(2) (2,096,571)
Depreciation and amortization 255,532 Net debt 11,792,459
EBITDA 777,364 Adjusted EBITDA 490,117
Loss (income) from unconsolidated entities 5,981 Adjusted EBITDA annualized $ 1,960,468
Stock-based compensation expense 6,565 Net debt to Adjusted EBITDA ratio 6.02 x
Loss (gain) on extinguishment of debt, net 33,004
Loss (gain) on real estate dispositions, net (484,304)
Impairment of assets 23,313
Provision for loan losses 2,857
Loss (gain) on derivatives and financial
instruments, net 1,395
Other expenses 11,544
Other Impairments 112,398
Adjusted EBITDA $ 490,117
(1) Amounts include unamortized premiums/discounts, fair value adjustments and lease liabilities related to financing leases. Operating lease liabilities related to ASC 842 adoption are excluded.
(2) Inclusive of $381 million of IRC section 1031 deposits and $112 million of restricted cash related to secured debt that was defeased in September and subsequently extinguished in October.
3 q20 fixed income presentation

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3 q20 fixed income presentation

  • 1. Driving the Future of Health Care Real Estate November 2020 Fixed Income Update
  • 2. Market & Industry Data and Forward Looking Statements These materials are not an offer or the solicitation of an offer to purchase any securities or make any investment. This presentation includes information about Welltower Inc. and its subsidiaries (together, “Welltower”) as of November 24, 2020, unless otherwise stated. All dollar amounts are expressed in U.S. Dollars unless otherwise stated. Market and Industry Data: This presentation includes market and industry data and forecasts that were obtained from third-party sources, industry publications and publicly available information. Welltower believes that such data is accurate, but there can be no assurance as to the accuracy or completeness of this data. Third-party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although Welltower believes it to be reliable, Welltower has not independently verified any of the data from third-party sources referred to in this presentation, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic assumptions relied upon by such sources. Forward Looking Statements: This document contains “forward looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and under applicable Canadian securities laws. When Welltower uses words such as “may,” “intend,“ “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate,” or similar expressions that do not relate solely to historical matters, Welltower is making forward looking statements. These statements include but are not limited to statements concerning: Welltower’s business objectives and plans; Welltower’s future financial performance and prospects; recovery from the Covid-19 pandemic; and future industry trends. Forward-looking statements reflect Welltower’s current beliefs, expectations and assumptions and are based on information currently available to Welltower, which includes assumptions about continued revenues based on historical past performance, management’s historical experience, perception of current business conditions, expected future developments and other factors which Welltower considers appropriate. Forward looking statements are not guarantees of future performance and involve risks and uncertainties that may cause Welltower’s actual results to differ materially from Welltower’s expectations discussed in the forward looking statements. This may be a result of various factors, including, but not limited to: the duration and scope of the COVID 19 pandemic, the impact of the COVID 19 pandemic on occupancy rates and on the operations of Welltower and its operators/tenants; actions governments take in response to the COVID 19 pandemic, including the introduction of public health measures and other regulations affecting Welltower’s properties and the operations of Welltower and its operators/tenants; the effects of health and safety measures adopted by Welltower and its operators/tenants related to the COVID 19 pandemic; increased operational costs as a result of health and safety measures related to COVID 19; the impact of the COVID 19 pandemic on the business and financial condition of operators/tenants and their ability to make payments to Welltower; disruptions to Welltower's property acquisition and disposition activity due to economic uncertainty caused by COVID 19; general economic uncertainty in key markets as a result of the COVID 19 pandemic and a worsening of global economic conditions or low levels of economic growth; the status of capital markets, including availability and cost of capital uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark; 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; Welltower’s 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 Welltower’s properties; Welltower’s ability to re lease space at similar rates as vacancies occur; Welltower’s 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 Welltower’s properties; changes in rules or practices governing Welltower’s financial reporting; the movement of U.S. and foreign currency exchange rates; Welltower’s ability to maintain Welltower’s qualification as a REIT; key management personnel recruitment and retention; the impact of our senior leadership transition; and other risks described in Welltower’s reports filed from time to time with the SEC. Finally, Welltower undertakes no obligation to update or revise publicly 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. Recent Highlights 3 • Total SHO portfolio occupancy declined approximately 150 basis points (bps) during 3Q2020 from 79.9% to 78.4% as compared to our outlook of -125bps to -175bps • 3Q2020 same store net operating income (1) (“SS NOI”) declined -27.3% as compared to 3Q2019 and moderated to -1.1% versus 2Q2020 • SHO portfolio occupancy declined by approximately 40bps in October and by approximately 30bps month-to-date to 77.7%(2) • Recent move-in and move-out trends have been uneven due to increased COVID prevalence in the US, UK and Canada coupled with seasonal factors Seniors Housing Operating (SHO) Portfolio Update • As previously announced, completed $1.4 billion of pro rata dispositions in 3Q2020 at a 5.3% blended yield • Subsequent to quarter-end, closed on the previously announced disposition of the Northbridge SHO Portfolio for $200 million • Additional dispositions at compelling valuation levels may be completed prior to year-end • Acquisition activity expected to increase in near-term through deployment of capital in stabilized and non-stabilized properties Investment Activity 1. See Supplemental Financial Measures at the end of this presentation for reconciliation 2. As of November 13, 2020 3. Estimated cash balance of $2.2 billon as of October 26, 2020, including cash and cash equivalents and IRC Section 1031 deposits • Near-term liquidity stands at $5.2 billion as of October 26, 2020 • Current cash balances total approximately $2.2 billion (3) ; revolving credit facility is undrawn with capacity of $3.0 billion • Anticipate generating an additional $214 million of proceeds from assets held for sale as of September 30, 2020, but not yet sold as of October 26, 2020 • Reported Net Debt/Adjusted EBITDA (1) of approximately 6.02x as of September 30, 2020 Balance Sheet and Liquidity • Triple-Net Portfolio: Collected 98% of rent due in 3Q2020, consistent with 2Q2020 • Outpatient Medical (OM): Collected or approved short term deferrals for over 99% of rent due in 3Q2020, consisting of 97% cash collections and 2% short-term deferrals Rent Collections
  • 4. Welltower at a Glance 4 BBB+Baa1 BBB+ 500S&P ~22M sq. ft. of Outpatient Facilities(1) ~1,300 Senior Living Communities(1) 1. As of 9/30/2020 World’s Largest Health and Wellness Real Estate Platform
  • 5. Welltower Purpose Addressing societal challenges through reimagining and reinventing the built environment for effective health and wellness care delivery 5
  • 6. Secular Theme | An Aging Population 61. United States Census Bureau: Projected Population by Single Year of Age, Sex, Race, Hispanic Origin and Nativity for the United States: 2018 to 2060 13.2M 15.6M 19.7M 0% 1% 2% 3% 4% 5% 6% 7% 9 11 13 15 17 19 21 23 25 Population 80+ (M) YoY Growth (%) 80+ U.S. Population Growth(1) The Aging Population is growing exponentially, and outspends every other age cohort combined on health care
  • 7. Health Care Secular Theme | Social Determinants of Health 1. Source: Artiga, S., & Hinton, E. (2019, May 29). Beyond Health Care: The Role of Social Determinants in Promoting Health and Health Equity Safety & AccessibilityTransportationHousing Exercise & Activity Hygiene Medical Compliance Physical Environment Socioeconomic factors Health Behaviors 40% 30% 20% 10% Drivers of Health Food Security & Nutrition Community & Socialization Financial Stability 7 80% of an individual’s health and wellness is influenced by social determinants(1)
  • 8. Secular Theme | The Need for Value-Based Care 1. OECD (2020), Health spending (indicator). doi: 10.1787/8643de7e-en (Accessed February 2, 2020) 2. Organization for Economic Cooperation and Development. Data as of 2017 Health Care Spend (% GDP) 74 76 78 80 82 84 4% 6% 8% 10% 12% 14% 16% 18% FRA SWE GER NLD NOR UK NZL CAN AUS OECD Avg USA LifeExpectancyatBirth(years) Health Care vs Social Care Spend(1) Health Care Spend vs. Life Expectancy(2) The US spends the most per capita on health care, yet achieves significantly lower health outcomes 0% 20% 40% 60% 80% 100% UK SWIZ NOR SWE FRA GER NETH AUS NZ CAN US Social Care Spend Health Care Spend 8
  • 9. Portfolio Composition(1) 91. Based on In-Place NOI. See Supplemental Financial Measures at the end of this presentation for reconciliations 48% 18% 11% 16% 7% 3Q 2018 IPNOI 37% 22% 10% 23% 8% 3Q 2020 IPNOI Seniors Housing Operating Seniors Housing Triple-Net Long-Term / Post-Acute Care Health SystemOutpatient Medical
  • 10. 10 “Nothing about what has happened in recent months has changed the trends on aging, care needs, or rise of dementia so the need for seniors housing is just as important as it has been.” Dr. Bruce Leff, Director of The Center for Transformative Geriatric Research and Professor of Medicine at Johns Hopkins
  • 11. Seniors Housing Operating & Triple-Net Portfolio Update 11
  • 12. Spectrum of Seniors Housing 12 Home Senior Apartments Independent Living Assisted Living Memory Care Post-Acute Care Activities / Programming ✓ ✓ ✓ ✓ ✓ Transport / Laundry ✓ ✓ ✓ ✓ Meals ✓ ✓ ✓ ✓ Care Services (Activities of daily living) ✓ ✓ ✓ Post-Acute and Chronic Care ✓ Select Welltower Operators On-demand services via strategic partnerships $$$$ Relative Cost of Care Seniors housing has many forms across acuity and cost spectrums from addressing the needs of the active senior who is looking for a home that is purpose-built and affordable to higher acuity in high barrier to entry markets
  • 13. Seniors Housing Operator Platform | Power of Diversification 13 Diversity Across Acuity, Geography and Operating Model Low HighAverage Portfolio Acuity $ $$$ MonthlyRent Operator Diversification | Average Monthly Rent vs Average Portfolio Acuity
  • 14. SHO Portfolio | YTD Observations 14 1. Occupancy represents approximate month end occupancy for all SHO properties in operation as of February 29, 2020, excluding only acquisitions, executed dispositions and development conversions since this date. Approximate month end spot occupancy is as follows: February – 85.6%; March – 84.8%; April – 82.5%; May – 80.8%; June – 79.9%; July – 79.2%; August – 78.7%; September – 78.4%; October – 78.0% 2. Variances from prior 3Q business updates are due to the impact of portfolio dispositions and/or rounding, specifically the removal of properties in the SHO portfolio dispositions described in the 10/5/20 Business Update. If these properties had not been removed, monthly occupancy changes in 3Q would have been -66bps in July, -59bps in August, and -29bps in September versus the declines of -64bps, -58bps, and -29bps represented above 77% 78% 79% 80% 81% 82% 83% 84% 85% 86% February March April May June July August September October Total SHO Portfolio Month-End Occupancy(1,2) -230 bps -170 bps -90 bps -60 bps -80 bps -60 bps -30 bps -40 bps
  • 15. SHO Portfolio | 3Q2020 Observations 15 1. Occupancy represents approximate month end occupancy for SHO properties in operation as of February 29, 2020, excluding acquisitions, dispositions and development conversions since the start of the COVID-19 pandemic 2. Represents SHO same store portfolio. See Supplemental Financial Measures at the end of this presentation for reconciliations 3. Total SHO portfolio incurred approximately $17 million of pro rata COVID-related property level expenses net of reimbursements in 3Q2020 • SHO portfolio(1) spot occupancy declined approximately 150bps from June 30, 2020 to 78.4% • SHO same store REVPOR(2) declined 1.0% year-over-year in 3Q2020 as compared to 3Q2019 partially driven by a shift in acuity mix resulting from more muted occupancy declines across lower-acuity property types • Assisted Living properties increased 1.4% year-over-year in 3Q2020 vs 3Q2019 • Independent Living properties declined 0.2% year-over-year in 3Q2020 vs 3Q2019 • As of September 30, 2020, 96% of SHO properties are accepting new residents, consistent with prior two months • Move in activity increased 104% sequentially in 3Q2020 as compared to 2Q2020 but still declined by 39% on a year-over-year basis • Move out activity declined 9% sequentially in 3Q2020 as compared to 2Q2020 and declined by 21% on a year-over-year basis Revenues • Same store pro rata total expenses decreased 3.3% in 3Q2020 from 2Q2020 driven by lower COVID-related expenses and a reduction in controllable expenses commensurate with lower levels of occupancy • Same Store SHO portfolio incurred approximately $15 million in pro rata COVID-related property level expenses net of reimbursements in 3Q2020(3) • COVID-related expenses have declined materially since peak levels reached in April, driven by lower labor and PPE costs Expenses
  • 16. 100.0 109.0 101.8 84.5 74.0 78.2 78.4 79.6 77.5 0 20 40 60 80 100 120 Feb Mar Apr May Jun Jul Aug Sep Oct Indexed Move Outs Since February 100.0 82.8 23.7 29.7 53.9 65.1 71.3 82.9 73.1 0 20 40 60 80 100 120 Feb Mar Apr May Jun Jul Aug Sep Oct Indexed Move Ins Since February SHO Portfolio | Move Ins & Move Outs(1) 161. October Move Ins & Move Outs represent preliminary data as reported by operators 76% Decline Feb → Apr 208% Increase Apr → Oct 22% Decline Feb → Oct
  • 17. SHO Portfolio | COVID-19 Impact(1) 17 1 10 38 130 246 303 352 472 517 458 353 257 175 79 72 85 72 91 138134 98 155163 100 52 48 46 93 104 92 126124 96 114 217 256 0 100 200 300 400 500 600 Resident COVID-19 Cases – Trailing Two Weeks Properties with COVID-19 Cases – Trailing Two Weeks Properties with: 0 cases : 500 1-2 cases : 36 3+ cases : 21 90% of Properties Have Zero Reported Cases 90% 0 cases 4% 6% 10% >1+ cases • 96% of communities are currently accepting new residents, consistent with October 31, 2020 and September 30, 2020 • 50% decline in trailing two-week COVID case count since peak in early-May 2020 • 90% of communities have zero reported COVID cases on a TTW basis COVID-19 Impact Operations Update • Elevated cleaning and social distancing protocols remain in place to protect residents and staff • Most communities allowing indoor visitation and communal dining while still maintaining stringent safety protocols • Operators continue to test new residents prior to and post move-in • In virtually all cases, new residents self-quarantined for 14 days after move in 1. All data presented as of November 13, 2020
  • 18. SHO Portfolio | Near-Term Outlook 181. See Supplemental Financial Measures at the end of this presentation for definition • We anticipate total SHO portfolio expenses during 4Q2020 to increase slightly versus 3Q2020, with moderately lower COVID-related costs offset by higher expenses related to community re-openings and a seasonal increase in labor costs • Certain COVID-related costs, including those related to heightened sanitation protocols and procurement of PPE and testing supplies, are expected to remain in-place for the foreseeable future Expenses • We anticipate SHO portfolio NOI margins to remain well below historical average in upcoming quarters resulting from lower levels of occupancy and persistence of COVID-related expenses NOI Margins • We anticipate SHO portfolio spot occupancy to end the fourth quarter approximately 75bps to 125bps lower than September 30, 2020 • Year-over-year occupancy declines in 4Q2020 expected to be more pronounced than in 3Q2020 given a stronger comparison period in 4Q2019 • SS REVPOR(1) growth is expected to be approximately flat through 4Q2020 as compared to 3Q2020 Revenues
  • 19. Triple-Net Portfolio Update 19 1. Represents trailing twelve-month coverage metrics reported on a one-quarter lag for the stable portfolio. Please see our 2Q20 and 3Q20 Supplemental for further information on EBITDAR and EBITDARM coverage Triple-Net Coverages(1) Operations Financials 2Q20 3Q20 SH NNN EBITDAR 1.04x 1.02x Recent operational headwinds comparable to those experienced within the SHO portfolio Near-term pressure on coverage ratios is expected as fundamental performance is anticipated to track that of SHO portfolio SH operators are expected to receive funding from HHS’ Provider Relief Fund EBITDARM 1.20x 1.19x LT/PAC EBITDAR 1.13x 1.12x Occupancy levels have stabilized in recent months due primarily to a rebound in the volume of elective procedures. COVID-related expenses have also dissipated Decline in operating margins resulting from challenges to payor mix and labor pressures Coverage inclusive of government support Genesis: revising revenue recognition to a cash-basis accounting method from a straight- line accounting method beginning 3Q2020 EBITDARM 1.43x 1.42x Health System EBITDAR 2.13x 2.83x ProMedica experiencing similar fundamental trends as those recently witnessed in the broader seniors housing and post-acute care space Rent current through November Coverage inclusive of government support EBITDARM 2.75xx 3.24x 98% of rent due in 3Q20 collected in Triple-Net portfolio
  • 20. COVID-19 Path to Recovery • Pfizer/BioNTech and Moderna recently announced a 90% and 94.5% efficacy rate, respectively, for a COVID-19 vaccine during clinical trials(1,2) • Eli Lilly was recently granted Emergency Use Authorization (EUA) by the FDA for its monoclonal antibody therapy which was shown in clinical trials to reduce COVID-19 related hospitalizations or ER visits in patients with high-risk for disease progression, including older adults(3) • Johnson & Johnson and AstraZeneca are expected to release clinical trial results by YE 2020 or early 2021 (4,5) Vaccine/Therapeutics Progress • Coordinating connections for SH operators with CVS/Omnicare and Walgreens on distribution of COVID-19 vaccine to Welltower communities • CVS and Walgreens have previously established protocols for the distribution of seasonal flu vaccine within our communities which may provide platform for rollout of potential COVID-19 vaccines • Ongoing dialogue with the NIH Warp Speed team and pharmaceutical companies to monitor upcoming therapeutics • Continued collaboration with UCSF and Johns Hopkins faculty to support operator planning and logistical preparation for upcoming vaccine distributions Welltower Response 1. https://investors.pfizer.com/investor-news/press-release-details/2020/Pfizer-and-BioNTech-Announce-Vaccine-Candidate-Against-COVID-19-Achieved-Success-in-First-Interim-Analysis-from-Phase-3-Study/default.aspx 2. https://investors.modernatx.com/news-releases/news-release-details/modernas-covid-19-vaccine-candidate-meets-its-primary-efficacy 3. https://www.fda.gov/news-events/press-announcements/coronavirus-covid-19-update-fda-authorizes-monoclonal-antibody-treatment-covid-19 4. https://www.jnj.com/johnson-johnson-initiates-pivotal-global-phase-3-clinical-trial-of-janssens-covid-19-vaccine-candidate 5. https://www.astrazeneca.com/media-centre/press-releases/2020/fda-authorises-restart-of-the-covid-19-azd1222-vaccine-us-phase-iii-trial.html 6. https://www.nationalacademies.org/our-work/a-framework-for-equitable-allocation-of-vaccine-for-the-novel-coronavirus • The National Academy of Medicine, tasked by the CDC and NIH for a framework on vaccine distribution, has prioritized high-risk healthcare workers (including seniors housing staff) and older seniors in congregate care settings in Phases 1a and 1b, respectively, for vaccine allocation(6) • Currently anticipate the initial distribution of vaccine to SH communities to commence as soon as two weeks post EUA authorization by FDA • Welltower’s key operators expected to participate in HHS’s Pharmacy Partnership for Long-Term Care for vaccine distribution Vaccine Distribution 20
  • 21. 2Q20 3Q20 4Q20 2021 Vaccine and Therapeutics Timeline 1. https://www.fda.gov/news-events/press-announcements/covid-19-update-fda-broadens-emergency-use-authorization-veklury-remdesivir-include-all-hospitalized 2. https://investors.pfizer.com/investor-news/press-release-details/2020/Pfizer-and-BioNTech-Announce-Vaccine-Candidate-Against-COVID-19-Achieved-Success-in-First-Interim-Analysis-from-Phase-3-Study/default.aspx 3. https://www.fda.gov/news-events/press-announcements/coronavirus-covid-19-update-fda-authorizes-monoclonal-antibody-treatment-covid-19 4. https://investors.modernatx.com/news-releases/news-release-details/modernas-covid-19-vaccine-candidate-meets-its-primary-efficacy 5. https://www.nationalacademies.org/our-work/a-framework-for-equitable-allocation-of-vaccine-for-the-novel-coronavirus 21 WELL Engagement Ongoing Anticipated Future Event Welltower engaged in active dialogue with CVS/Omnicare, Walgreens, and academic partners on testing, vaccine distribution and therapeutics2Q20 Welltower engaged in active dialogue with the NIH’s Warp Speed team to monitor potential vaccines and therapeutics3Q20 Gilead granted emergency use authorization (EUA) for Remdesivir(1)3Q20 Pfizer announces 90% efficacy rate for its COVID-19 vaccine; anticipates 50 million doses available by YE 2020 with an additional 1.3 billion doses by YE 2021 (2)4Q20 Eli Lilly granted EUA for monoclonal antibody therapy, bamlanivimab (3)4Q20 Johnson & Johnson and AstraZeneca expected to release clinical trial results by YE 2020 or early 2021 4Q20 If Pfizer’s vaccine receives EUA approval, distribution to SH residents and staff is anticipated to commence as soon as two weeks post- approval through Phase 1 of recommended vaccine distribution(5) Late 4Q20/ Early 1Q21 Expansion of Phase 1 & initial Phase 2-4 vaccine distribution(5)2021 Moderna announces 94.5% efficacy rate for its COVID-19 vaccine(4)4Q20
  • 23. Outpatient Medical | Market Leading Platform 23 As of 9/30/2020 Diversified portfolio across geographies and health systems Growing Relationships with Key Health System Partners SQ. FT. 0 300K
  • 24. Outpatient Medical | Update 24 • 93.6% portfolio occupancy at September 30, 2020 • All buildings are open and operating with enhanced maintenance and cleaning protocols Operations • Approximately 99% of rent due in 3Q2020 has been collected or had deferral requests approved by WELL • Deferred rent is generally expected to be collected by year- end 2020 • 99% repayment rate of deferral plans billed to date • No abatements have been provided to date • Tenant retention remains above historical averages, achieving a rate of approximately 88% year-to-date as of September 30, 2020 • New leasing velocity continues to be uneven due to COVID impact Financial
  • 25. Liquidity and Balance Sheet Update 25
  • 26. Balance Sheet & Investment Highlights • Reported Net Debt/Adjusted EBITDA(1) of 6.02x as of September 30, 2020 • Enhanced near-term liquidity to $5.2 billion as of October 26, 2020 • Current cash balances total approximately $2.2 billion (2) ; revolving credit facility is undrawn with capacity of $3.0 billion • Proceeds of $214 million(3) expected from assets held for sale as of September 30, 2020, but not yet sold as of October 26, 2020 • During the 3rd quarter we extinguished or defeased $855 million of debt • $426 million in unsecured bonds due 2023 • $140 million pay down of the term loan due 2022 • $289 million of secured debt • As of October 23, 2020, completed approximately $3.3 billion in pro rata dispositions year-to-date at a yield of 5.4% Year-to Date 2020 Update 1. See Supplemental Financial Measures at the end of this presentation for reconciliation 2. Estimated cash balance of $2.2 billon as of October 26, 2020, including cash and cash equivalents and IRC Section 1031 deposits 3. Includes 3Q2020 assets held for sale of $411 million as of September 30, 2020 less $197 million related to dispositions closed subsequent to quarter end as of October 26, 2020 4. Represents September 30, 2020 data with pro forma adjustments to reflect the October 2020 extinguishment of $124M of secured debt related to the September defeasances and October asset dispositions as if the transactions had occurred on September 30, 2020. Represents pro rata principal amounts due and excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. Excludes lease liabilities relating to both finance and operating leases 26 Liquidity ($M) October 26, 2020 Cash and Cash Equivalents(2) $2,200 Undrawn Line of Credit Capacity $3,000 Near-Term Liquidity $5,200 Expected Proceeds from Assets Held For Sale(3) $214 Near-Term Liquidity + Expected Proceeds $5,414 Weighted Average Debt Maturity of 7.4 Years(4) No material unsecured bond maturities before March 2023 BBB+Baa1 BBB+
  • 27. Diverse and Unparalleled Access to Capital 271. Gross proceeds STRATEGIC DISPOSITIONS & EQUITY (COMMON and PREFERRED) ~62% DEBT ~38% Capital Raised Since 2015 $28B RAISED(1) Public Debt Total Debt Weighted Avg. Interest Weighted Avg. Maturity USD $8.3B 3.78% 7.8 years GBP £1.05B 4.66% 11.0 years CAD C$300M 2.95% 6.3 years Credit Facility COVID Liquidity Facility $3.7B $3.0B revolver + $700M in term loans 2-year term loan at L+120 $860M facility
  • 28. Balanced and Manageable Debt Maturity Profile (1,2) 28 1. Represents September 30, 2020 data with pro forma adjustments to reflect the October 2020 extinguishment of $124M of secured debt related to the September defeasances and October asset dispositions as if the transactions had occurred on September 30, 2020. Represents pro rata principal amounts due and excluding unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. Excludes lease liabilities relating to both finance and operating leases 2. Our unsecured commercial paper program and our unsecured revolving credit facility had a zero balance as of September 30, 2020. The unsecured revolving credit facility matures on July 19, 2022 (with an option to extend for two successive terms of six months each at our discretion). Available borrowing capacity of our unsecured revolving credit facility was $3,000,000,000 as of September 30, 2020 1.64% 3.26% 1.98% 2.80% 3.87% 3.88% 4.17% 2.96% 4.48% 3.57% 4.17% 0M 500M 1,000M 1,500M 2,000M 2,500M 3,000M 3,500M 4,000M 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 After Weighted Average Maturity of 7.4 years USD Unsecured USD Secured CAD Unsecured CAD Secured GBP Unsecured WAI (in Millions USD) 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 After Unsecured Debt(1) $0 $0 $879 $1,361 $1,350 $1,250 $700 $725 $1,460 $550 $3,145 Secured Debt $179 $341 $410 $370 $206 $ 657 $61 $177 $90 $277 $191 Total $179 $341 $1,288 $1,731 $1,556 $1,907 $761 $902 $1,550 $827 $3,336
  • 29. 3Q2020 Covenant Compliance (1) 29 1. Covenants calculated based on definitions that are specific to each respective credit agreement, which may differ from similar terms used in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Supplemental Unsecured Debt Covenant Compliance 3Q2020 Covenant Compliance Secured Indebtedness to Total Assets 7.6% <40.0% ✓ Total Indebtedness to Total Assets 43.7% <60.0% ✓ Unsecured Debt to Unencumbered Assets 38.2% <66.7% ✓ Fixed Charge Coverage Ratio 5.31x >1.50x ✓ Line of Credit Covenant Compliance 3Q2020 Covenant Compliance Leverage Ratio 35.3% <60.0% ✓ Fixed Charge Coverage Ratio 3.53x >1.50x ✓ Unencumbered Assets to Unsecured Debt 33.2% <60.0% ✓ Secured Debt Ratio 8.8% <30% ✓ Total Equity Investments to Total Asset Value 2.1% <25% ✓ Total Developments to Total Asset Value 2.6% <35% ✓
  • 30. Leading Asset Liquidity $58M Pro Rata TTM NOI Generated from top 10 unencumbered assets Sunrise of Connecticut Ave Belmont Village Ranchos Palos Verdes Sunrise of Seal Beach Belmont Village of Cardiff by the Sea 30 $1.16B Asset value 65% LTV 5.0% cap rate $755M Proceeds available
  • 31. Environmental, Social and Governance (ESG) 31
  • 32. 32 GHG Emissions reduction over baseline 8.5% Invested in efficiency projects $13.7M Efficiency projects implemented 239 LED retrofit projects in 2019 84 Estimated energy savings from 2019 LED retrofits $1.8M LED retrofit projects completed to date 367 32 Sustainability Goals Publication and Advancement 10% reduction in energy use 10% reduction in GHG emissions 10% reduction in water use by 2025
  • 33. Inaugural Green Bond | Effective Access to Capital ✓ First U.S. health care REIT to issue Green Bond ✓ WELL’s lowest coupon on 7-year note ✓ Demand 7.0x oversubscribed ✓ Over 100 investors consisting of high-quality asset managers, insurance funds, hedge funds, and central banks Green Buildings Water Efficiency Energy Efficiency $500M 7-Year note at 2.7% Use of Proceeds: 33
  • 34. Case Study in Green Buildings | Signature at Wandsworth Common 34 Green Building Spotlight | Signature at Wandsworth Common Welltower Building Certifications Signature at Wandsworth Common is Welltower’s latest development in the United Kingdom that is helping to meet the need for 2,000 additional assisted living and dementia care beds in the local area while adding 120+ jobs to the local economy. • “Excellent” BREEAM rating • Combined heat and power units • Photovoltaic roof panels • Energy efficient technologies such as motion-sensor lighting • Expected savings of 89 tons (35%) of regulated CO2 annually vs. baseline
  • 35. Social | Solid Diversity and Inclusion Foundation 35 CORE Women’s Network is one of the earliest and most robust diversity groups amongst our peers. This year we have created new ENGs such as: Af-Am, Hispanic, LGBTQIA+. Welltower Diversity Council E M P L O Y E E N E T W O R K G R O U P S Unconscious bias and civil and respectful treatment T R A I N I N G P R O G R A M S Initial expansion of recruiting to include historically black colleges, ensuring interview slates consist of diverse candidates, and review of recruiting material for unconscious bias R E C R U I T I N G e.g., 50% of our leadership team is made up of women and minorities, women represent 45% of new hires placed in revenue generating roles, 75% female and minority independent leadership on Board of Directors I N T E R N A L E S P O U S A L O F D I V E R S I T Y Working with national organizations and our partners to discuss issues and develop solutions related to workforce development and diversity P A R T N E R S H I P S Expanded approach / focus on diversity REPEATED EXTERNAL ADVOCATION AND RECOGNITION FOR DIVERSITY
  • 36. 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% LTC MPW SNH SBRA DOC HR VTR HTA OHI PEAK WELL NHI Governance | Great Governance is Good Business 36 1. Peer G&A based on company filings for 1Q20 and 2Q20, annualized. Enterprise Value data as of 9/30/2020 2. Data as of 10/12/2020 3. ISS Governance Score is a weighted average of scores assigned for (a) board structure, (b) compensation, (c) shareholder rights and (d) audit as of 11/1/2020 4. 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 Real Estate Equities (ARE) G&A as % of Enterprise Value(1) Female and Minority Leadership on the Board of Directors(2) 80% 3 7 Welltower Peers ISS ESG Governance Score(3,4) Low Risk High Risk HC REIT Avg
  • 38. 38 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 EBITDA, Adjusted EBITDA, Net Operating Income ("NOI"), In-Place NOI ("IPNOI"), Same Store NOI ("SSNOI"), Revenues per Occupied Room ("REVPOR") and Same Store REVPOR ("SS REVPOR") to be useful supplemental measures of our operating performance. Excluding EBITDA and Adjusted EBITDA, the 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.
  • 39. 39 NOI, IPNOI, SSNOI, REVPOR & SS REVPOR 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. 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.
  • 40. 40 In-Place NOI Reconciliations (dollars in thousands) 3Q20 3Q18 In-Place NOI by property type 3Q20 % of Total Net income (loss) $ 394,978 $ 84,226 Seniors Housing Operating $ 664,244 36.6 % Loss (gain) on real estate dispositions, net (484,304) (24,723) Seniors Housing Triple-Net 409,032 22.5 % Loss (income) from unconsolidated entities 5,981 (344) Outpatient Medical 416,268 22.9 % Income tax expense (benefit) 2,003 1,741 Health System 145,824 8.0 % Other expenses 11,544 88,626 Long-Term/Post-Acute Care 179,348 10.0 % Impairment of assets 23,313 6,740 Total In-Place NOI $ 1,814,716 100.0 % Provision for loan losses 2,857 — Loss (gain) on extinguishment of debt, net 33,004 4,038 Loss (gain) on derivatives and financial instruments, net 1,395 8,991 General and administrative expenses 31,003 28,746 In-Place NOI by property type 3Q18 % of Total Depreciation and amortization 255,532 243,149 Seniors Housing Operating $ 1,021,020 47.9 % Interest expense 124,851 138,032 Seniors Housing Triple-Net 395,720 18.5 % Consolidated net operating income 402,157 579,222 Outpatient Medical 343,504 16.1 % NOI attributable to unconsolidated investments(1) 13,659 22,247 Health System 143,204 6.7 % NOI attributable to noncontrolling interests(2) (28,024) (37,212) Long-Term/Post-Acute Care 229,772 10.8 % Pro rata net operating income (NOI) $ 387,792 $ 564,257 Total In-Place NOI $ 2,133,220 100.0 % Adjust: Interest income $ (16,750) $ (14,622) Other income (6,029) (3,754) Sold / held for sale (15,364) (9,401) Developments / land 916 641 Non In-Place NOI(3) 103,114 (15,839) Timing adjustments(4) — 12,023 In-Place NOI 453,679 533,305 Annualized In-Place NOI $ 1,814,716 $ 2,133,220 (1) Represents Welltower's interest in joint ventures where Welltower is the minority partner. (2) Represents minority partner's interest in joint ventures where Welltower is the majority partner. (3) Primarily represents non-cash NOI. (4) Represents timing adjustments for current quarter acquisitions, construction conversions and segment or operator transitions.
  • 41. 41 (dollars in thousands) 3Q20 3Q19 % growth YOY 2Q20 % growth QOQ Net income (loss) $ 394,978 $ 647,932 $ 159,216 Loss (gain) on real estate dispositions, net (484,304) (570,250) (155,863) Loss (income) from unconsolidated entities 5,981 (3,262) (1,332) Income tax expense (benefit) 2,003 3,968 2,233 Other expenses 11,544 6,186 19,411 Impairment of assets 23,313 18,096 75,151 Provision for loan losses 2,857 — 1,422 Loss (gain) on extinguishment of debt, net 33,004 65,824 249 Loss (gain) on derivatives and financial instruments, net 1,395 1,244 1,434 General and administrative expenses 31,003 31,019 34,062 Depreciation and amortization 255,532 272,445 265,371 Interest expense 124,851 137,343 126,357 Consolidated NOI 402,157 610,545 527,711 NOI attributable to unconsolidated investments(1) 13,659 21,957 20,871 NOI attributable to noncontrolling interests(2) (28,024) (42,356) (30,369) Pro rata NOI 387,792 590,146 518,213 Non-cash NOI attributable to same store properties 107,005 (21,807) (15,059) NOI attributable to non-same store properties (68,696) (79,348) (75,426) Currency and ownership adjustments(3) (4,127) (8,761) (2,126) Other adjustments(4) (1,049) (1,539) (1,707) Same Store NOI (SSNOI) $ 420,925 $ 478,691 (12.1)% $ 423,895 (0.7)% Seniors Housing Operating 160,610 220,777 (27.3)% 162,462 (1.1)% Seniors Housing Triple-net 95,893 95,953 (0.1)% 96,647 (0.8)% Outpatient Medical 84,879 84,078 1.0% 85,929 (1.2)% Health System 36,456 35,638 2.3% 35,800 1.8% Long-Term/Post-Acute Care 43,087 42,245 2.0% 43,057 0.1% Total SSNOI $ 420,925 $ 478,691 (12.1)% $ 423,895 (0.7)% (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 ownership percentages and foreign currency exchange rates for properties in the U.K. and Canada. (4) Includes other adjustments described in the 3Q20 Supplemental Information package. SSNOI Reconciliation
  • 42. 42 SHO REVPOR Growth Reconciliation (dollars in thousands, except SS REVPOR ) 3Q20 3Q19 SHO SS REVPOR Growth Consolidated SHO revenues $ 742,065 $ 835,496 Unconsolidated SHO revenues attributable to WELL(1) 42,568 42,936 SHO revenues attributable to noncontrolling interests(2) (58,500) (73,181) SHO pro rata revenues(3) 726,133 805,251 Non-cash revenues on same store properties (849) (904) Revenues attributable to non-same store properties (76,611) (94,446) Currency and ownership adjustments(4) 1,627 3,816 Other normalizing adjustments(5) (1,509) 803 SHO SS revenues(6) 648,791 714,520 Avg. occupied units/month(7) 39,705 43,271 SHO SS REVPOR(8) $ 5,402 $ 5,459 SS REVPOR YOY growth (1.0) % (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 ownership percentages, to translate Canadian properties at a USD/CAD rate of 1.32 and to translate UK properties at a GBP/USD rate of 1.30. (5) Represents aggregate normalizing adjustments which are individually less than .50% of SSNOI growth. (6) Represents SS SHO revenues at Welltower pro rata ownership. (7) Represents average occupied units for SS properties related solely to referenced country on a pro rata basis. (8) Represents pro rata SS average revenues generated per occupied room per month.
  • 43. 43 SHO SS REVPOR Growth Reconciliation (cont.) (dollars in thousands, except SS REVPOR ) Assisted Living (1) Independent Living (1) Total 3Q20 3Q19 3Q20 3Q19 3Q20 3Q19 SHO SS revenues(2) $ 444,365 $ 500,215 $ 204,426 $ 214,305 $ 648,791 $ 714,520 Avg. occupied units/month(3) 18,174 20,744 21,531 22,527 39,705 43,271 SHO SS REVPOR(4) $ 8,084 $ 7,972 $ 3,139 $ 3,145 $ 5,402 $ 5,459 SS REVPOR YOY growth 1.4 % (0.2)% (1.0)% (1) Properties are classified between Assisted Living and Independent Living by predominant unit type. (2) Represents SS SHO revenues at Welltower pro rata ownership. See previous page for reconciliation. (3) Represents average occupied units for SS properties related solely to referenced country on a pro rata basis. (4) Represents pro rata SS average revenues generated per occupied room per month.
  • 44. 44 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 ratios are based on EBITDA and Adjusted EBITDA. EBITDA is defined as earnings (net income per income statement) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, additional other income and other impairment charges. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. Our leverage ratios include net debt to Adjusted EBITDA. Net debt is defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and any IRC Section 1031 deposits.
  • 45. 45 Net Debt to Adjusted EBITDA (dollars in thousands) Three Months Ended Three Months Ended September 30, September 30, 2020 2020 Net income $ 394,978 Lines of credit and commercial paper(1) $ — Interest expense 124,851 Long-term debt obligations(1) 13,889,030 Income tax expense (benefit) 2,003 Cash and cash equivalents(2) (2,096,571) Depreciation and amortization 255,532 Net debt 11,792,459 EBITDA 777,364 Adjusted EBITDA 490,117 Loss (income) from unconsolidated entities 5,981 Adjusted EBITDA annualized $ 1,960,468 Stock-based compensation expense 6,565 Net debt to Adjusted EBITDA ratio 6.02 x Loss (gain) on extinguishment of debt, net 33,004 Loss (gain) on real estate dispositions, net (484,304) Impairment of assets 23,313 Provision for loan losses 2,857 Loss (gain) on derivatives and financial instruments, net 1,395 Other expenses 11,544 Other Impairments 112,398 Adjusted EBITDA $ 490,117 (1) Amounts include unamortized premiums/discounts, fair value adjustments and lease liabilities related to financing leases. Operating lease liabilities related to ASC 842 adoption are excluded. (2) Inclusive of $381 million of IRC section 1031 deposits and $112 million of restricted cash related to secured debt that was defeased in September and subsequently extinguished in October.