2. Forward Looking Statements
This document contains “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. When we use words
such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely to
historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to
our company’s ability to close the CNL portfolio acquisition on currently anticipated terms or within currently anticipated timeframes, and the expected
performance of the acquired businesses; our company’s opportunities to acquire, develop or sell properties; our ability to close anticipated acquisitions,
investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and
properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities and
plans; our continued qualification as a real estate investment trust (“REIT”); our ability to access capital markets or other sources of funds; and our ability to
meet our earnings guidance.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially
from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the satisfaction of
closing conditions to the CNL portfolio acquisition, including the receipt of regulatory approvals and lender or third-party consents; the respective parties’
performance of their obligations under the CNL portfolio transaction agreements; the receipt of applicable healthcare licenses and governmental approvals;
unanticipated difficulties and/or expenditures relating to the CNL portfolio acquisition; the status of the economy; the status of capital markets, including
availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies,
responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate
liability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the
operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; our ability to transition or sell
properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other acts of God
affecting our properties; our ability to re-lease space at similar rates as vacancies occur; our ability to timely reinvest sale proceeds at similar rates to assets
sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting
Medicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipated
difficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting our properties; changes in rules or practices
governing our financial reporting; the movement of U.S. and foreign currency exchange rates; our ability to maintain our qualification as a REIT; key
management personnel recruitment and retention; and other risks described in our reports filed from time to time with the Securities and Exchange
Commission. Finally, we assume no obligation to update or revise any forward-looking statements, whether because of new information, future events or
otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.
2
3. Capital Markets Update
3
Acquired $559M at 5.6% yield
• Hammes: $391M at 5.6%
Acquisitions
Dispositions
Disposed of $383M at 2.6% yield
• Includes all remaining $239M of non-yielding
QCP assets
Equity
Issuance
$552M of gross proceeds from 8.1M shares
• Average issuance price of $68.41 per share
4th Quarter Capital Markets Activity
4. Strategic Capital Deployment Into OM & Health Systems(1)
41. Based on In-Place NOI. See the Supplemental Reporting Measures section of our 3Q18 Supplemental for additional information and reconciliation of In-Place NOI to GAAP net income. In addition, the 3Q17 concentration is based
on In-Place NOI as disclosed and reconciled in the 3Q17 Supplemental. See the Supplemental Reporting Measures at the end of this presentation for a reconciliation of Pro Forma In-Place NOI.
2. Comprises Seniors Housing Triple-Net and Seniors Housing Operating properties.
3Q17
SENIORS
HOUSING(2)
70%
OUTPATIENT
MEDICAL
17%
LONG-TERM/
POST-ACUTE CARE
13%
In-Place
NOI
3Q18 Pro Forma
In-Place
NOI
SENIORS
HOUSING(2)
64%
OUTPATIENT
MEDICAL &
HEALTH
SYSTEM
26%
LONG-TERM/
POST-ACUTE CARE
10%
Portfolio Optimization Represents Significant
Enhancement in Quality of Cash Flow
6. Welltower to Acquire Class A Medical Office Portfolio
6
Portfolio
Highlights
• 55 medical office building portfolio diversified across 16 states
• 3.3 million square feet has significant overlap and synergies with existing WELL
footprint
• Properties are 92% affiliated with premier health systems
• 2.4% weighted average annual rent increase
Transaction
Details
• National portfolio to be acquired for $1.25 billion
• Initial cash yield is anticipated to be 5.7%
• Strategic expansion of outpatient medical and health system segments supported by
high quality and strong credit-backed cash flow
• Development opportunity on two acquisition sites with Cleveland Clinic and Summit
Medical Group
Unique
Perspective
• Leveraged proprietary data science and analytics platform to identify opportunity
overlooked by market
• Portfolio affiliated with strong hospitals and health systems with zero exposure to “at
risk” hospitals based on WELL risk analysis
• Properties located in high-potential markets based on proprietary predicted gross
rent and net need statistics
UT Cancer Center
Huntersville Physicians
330 Physicians MOB
7. Affiliated System Rating % of RSF
A1 19.8%
A1 6.9%
Ba3 5.9%
Aa2 5.6%
A3 5.3%
A 4.2%
Aa3 3.7%
Aa2 3.3%
Aa2 3.1%
BBB+ 3.0%
Strategically Located with Best-In-Class Health Systems
7
Significant Overlap with WELL Footprint Top Rated Health System Affiliations
Other Key Health System Relationships
8. High Quality Cash Flow with Investment Grade Credit Support
8
16%
26%
50%
8%
Adj. to Campus
Off-Campus Aff.
On-Campus
Off-Campus Non-Aff
On Campus & Affiliated
28%
42%
13%
17%
Top 10 Top 10-50
Top 50-100 Top 100+
Top MSA Concentration
90%
10%
Investment Grade
Non-Investment Grade
Top Rated Credit
26%
12%
10%
8%
7%
37%
NC CA TX
TN FL All Other
Geographic Diversity
92% Affiliated 76%+ A-Rated Credit
70%+ in Top 50 MSAsSpread Over 16 States
Calvert Medical Arts ꟾ Washington-Alexandria MSA
Red Bank Professional MOB ꟾ Cincinnati MSA
All percentages based on budgeted NOI
9. Portfolio Snapshot
9
Midtown Medical Plaza ꟾ Charlotte-Concord MSA
Siena V and VI ꟾ Las Vegas-Henderson MSAMedHelp Medical Office Building ꟾ Birmingham-Hoover MSA
10. Portfolio Snapshot II
10
Chula Vista II ꟾ San Diego-Carlsbad MSAClaremont Medical Office Building ꟾ Los Angeles-Long Beach MSA
Spivey Station Physicians Center ꟾ Atlanta MSA Coral Springs MOB I and II ꟾ Miami-Ft. Lauderdale MSA
11. Welltower’s Unique Perspective & Capabilities
11
Hospital Risk AssessmentMarket Potential = Opportunity
Predicted
Gross
Rents
Physician
Net Need
Market
Potential
• Risk assessment analyzes hospitals and health systems
based on widely accepted parameters including financial
and operating performance
• Hospitals are ranked based on relative health and further
categorized based on risk profile
Overview
• All hospitals in target medical office building trade area’s are
considered financially healthy based on operating
performance and capital expenditure
• None of the hospitals in the target portfolio are
categorized “at risk”
• Lower ranked hospitals are in markets with limited acute-
care beds within 10-mile radius
Target Portfolio Analysis
Acquisition Portfolio Relative Market Potential
13. Hammes Medical Office Portfolio Acquisition
13
Portfolio
Details
➢ 23 properties totaling 979,000 rentable square feet
➢ Portfolio spans 12 metro markets
➢ Average age of 10 years
➢ 96% affiliated with health systems with opportunity to drive
future partnerships
➢ 94% occupied
Deploying Capital in Class-A Outpatient Medical Portfolio and Driving Future Growth Opportunities
Acquisition
Details
➢ 150,000 sq. ft. of land for development at UNC
➢ Purchase Price of $391 million
➢ Initial yield of 5.6%
➢ Strengthens relationships with several key relationships while
introducing new health systems into the portfolio
Top Health System Tenants
• 25k physicians
• 51 hospitals
• 23 hospitals
• 650 outpatient
facilities
• 3.2k physicians
• 1.4m patients
• 2.6k locations
• 165k associates
• 400 physicians
• 14 hospitals
17. Pro Forma Reconciliation
17
$ s in tho us ands
3Q'18
Annualized In-
P lace NOI(1) % o f To tal
Hammes
P o rtfo lio
Acquis itio n
(2)
CNL P o rtfo lio
Acquis itio n
(3)
Other
Inves tment
Activity (4)
P ro Fo rma
Annualized In-
P lace NOI % o f To tal
Senio rs Ho us ing Operating 1,021,020$ 47.9% -$ -$ 3,686$ 1,024,706$ 45.9%
395,720 18.6% - - - 395,720 17.7%
343,504 16.1% 21,877 71,250 3,823 440,454 19.7%
143,204 6.7% - - - 143,204 6.4%
229,772 10.7% - - (1,589) 228,183 10.3%
2,133,220$ 100.0% 21,877$ 71,250$ 5,920$ 2,232,267$ 100.0%
No tes :
(1)
(2)
(3)
(4)
P ro Fo rma Adjus tments
Senio rs Ho us ing Triple-Net
Lo ng-Term/P o s t-Acute
Outpatient Medical
Health Sys tem
See the Supplemental Repo rting Meas ures s ectio n o f o ur 3Q18 Supplemental fo r additio nal info rmatio n and reco nciliatio n o f In-P lace NOIto
P ro fo rma adjus tment to reflect the $ 391millio n Hammes acquis itio n as if the trans actio n o ccurred o n J uly 1, 2018. See pages 12 to 15 o f this
pres entatio n fo r further info rmatio n o n the trans actio n in additio n to o ur P res s Releas e dated December 4, 2018. P ro fo rma adjus tments are
bas ed o n es timates and as s umptio ns and are preliminary in nature, and s ho uld no t be as s umed to be an indicatio n o f the res ults that wo uld have
been achieved had the trans actio n been co mpleted as o f the date indicated.
P ro fo rma adjus tment to reflect the $ 1.25 billio n CNL P o rtfo lio acquis itio n as if the trans actio n o ccurred o n J uly 1, 2018. See pages 5 to 11o f this
pres entatio n fo r further info rmatio n o n the trans actio n in additio n to o ur P res s Releas e dated J anuary 2, 2019. P ro fo rma adjus tments are bas ed
o n es timates and as s umptio ns and are preliminary in nature, and s ho uld no t be as s umed to be an indicatio n o f the res ults that wo uld have been
achieved had the trans actio n been co mpleted as o f the date indicated.
P ro fo rma adjus tment to reflect o ther inves tment and dis po s itio n activity actually o ccurring during the fo urth quarter o f 2018 as if s uch trans actio ns
had o ccurred o n J uly 1, 2018. P ro fo rma adjus tments are bas ed o n es timates and as s umptio ns and are preliminary in nature, and s ho uld no t be
as s umed to be an indicatio n o f the res ults that wo uld have been achieved had the trans actio ns been co mpleted as o f the date indicated. On J une
27, 2018, we anno unced the trans itio n o f 63 pro perties fro m Bro o kdale Senio r Living Inc. to o ther vario us o perato rs . During the fo urth quarter o f
2018, 35 o f thes e pro perties were trans itio ned. No te that the impact o f thes e co mpleted trans itio ns are no t included.