Welltower 3Q19 Fixed Income Update

1. Driving the Future of
Health Care Real Estate
Fixed Income Update | 3Q 2019

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

3. 3Q19 Highlights | Financial & Capital Activity
3
See Supplemental Measures at the end of this presentation for reconciliations
Reported normalized FFO attributable
to common stockholders of
$1.05 per diluted share
Increased the midpoint of the guidance range of full year normalized
FFO attributable to common stockholders to $4.14 to $4.18 per diluted
share as compared to prior guidance of $4.10 to $4.20 per diluted share
Improved net debt to Adjusted EBITDA to 5.79x
at September 30, 2019 from 6.33x at June 30, 2019
Grew total portfolio same store NOI by
2.6%, driven by consistent performance across
all property types
Named to the Dow Jones Sustainability World Index for the second consecutive year and to the
Dow Jones Sustainability North America Index for the fourth consecutive year

4. 4
Continued Strategic Portfolio
Optimization

5. Strategic Portfolio Optimization | Capital Recycling
5
1. Investment amounts pro rata as of 9/30/2019.
$16B
$10B
$5B
gross investments
since 2015
dispositions
since 2015
invested in
Outpatient Medical
and Health System
Capital Recycling 2015 – 3Q19(1)
$0B
$2B
$4B
$6B
$8B
$10B
$12B
$14B
$16B
$18B
1 2
Seniors Housing Long-Term/Post-Acute Care Outpatient Medical Health System
Non-Core Property Dispositions Strategic Acquisitions
58%
44%

6. Strategic Capital Deployment into
Outpatient Medical &
Health Systems
Portfolio Optimization Enhances Quality of Cash Flow(1)
6
1. Based on In-Place NOI. See Supplemental Financial Measures at the end of this presentation for reconciliations.
2. Based on In-Place NOI.
3. Based on facility revenue mix.
93% Private Pay(3)
HEALTH SYSTEM
7%
OM
21%
3Q 2019
SHO
44%
LT/PAC
9%
SH NNN
19%
3Q 2016
OM
16%
SHO
39%
LT/PAC
20%
SH NNN
25%
89% Private Pay(2)

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

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

9. 9
Primed for Growth
Financial Summary

10. Diverse and Unparalleled Access to Capital Since 2015
10
1. Gross proceeds
Capital Raised Since 2015
$13B
RAISED(1)
Public Debt
Total Debt
Weighted Avg.
Interest
Weighted Avg.
Maturity
USD $7.6B 4.2% 9.2 years
GBP £1.05B 4.7% 12.0 years
CAD C$300M 3.4% 1.2 years
Common Equity Credit Facility
$2.9B
in ATM and DRIP proceeds
at avg price of $70.93
$3.0B revolver + $0.7B in term loans (US & CA)
$3.7B facility
DEBT
~65%
COMMON &
PREFERRED
EQUITY
~35%
$1.7B(1) available as of 9/30/2019

11. Debt Structure and Strong Covenant Compliance
11
1. Data as of 9/30/2019. 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. Balances outstanding on our unsecured commercial paper program reduce the available borrowing capacity of our unsecured revolving credit facility.
2. See, for example, Supplemental Indenture No. 15 dated 2/15/2019, which was filed with the SEC as an exhibit to WELL’s Form 8-K filed on 2/15/2019.
3. For the twelve months ending 9/30/2019. Please see Supplemental Reporting Measures at the end of this presentation for reconciliations.
Ratio 3Q19
Unsecured
Notes
Covenants(2)
Compliance
Secured Indebtedness
to Total Assets
8.23% < 40.0% ü
Total Indebtedness
to Total Assets
43.30% < 60.0% ü
Unsecured Debt to
Unencumbered Assets
37.70% <66.7% ü
Minimum Interest
Coverage Ratio(3)
4.06x > 1.50x ü
$2,862M
20%
$9,817M
70%
$1,335M
10%
Debt Structure 3Q19(1)
Unsecured Debt Covenant Compliance
Line of Credit & Commercial Paper 3Q 2019
Balance Outstanding at Quarter End $1,335M
Max. Amount Outstanding at Any Month End $1,335M
Avg. Amount Outstanding $1,296M
Weighted Avg. Interest Rate 2.82%
Unsecured NotesSecured DebtLine of Credit & Commercial Paper

12. 0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
4.5%
5.0%
$0M
$500M
$1,000M
$1,500M
$2,000M
$2,500M
$3,000M
$3,500M
$4,000M
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 After
USD Unsecured USD Secured CAD Unsecured CAD Secured GBP Unsecured GBP Secured Lines of Credit &
Commercial Paper
Wtd. Avg. Interest Rate
Balanced and Manageable Debt Maturity Profile(1)
12
1. Data as of 9/30/2019 in USD. 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. The 2019 maturity reflects the $835,000,000 in principal outstanding on our unsecured commercial paper program as of September 30, 2019. The 2023 maturity reflects the $500,000,000 in principal outstanding on our unsecured
revolving credit facility that matures on July 19, 2022 (with an option to extend for two successive terms of six months each at our discretion). These borrowings reduce the available borrowing capacity of our unsecured revolving credit
facility to $1,665,000,000. If the commercial paper was refinanced using the unsecured revolving credit facility, the weighted average years to maturity of our combined debt would be 8.0 years with extensions.
Weighted Average Maturity of 7.8 years(2)
(in millions USD)
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Thereafter
Unsecured Debt - $226 - $10 $1,789 $1,350 $1,250 $700 - $1,427 $3,065
Pro Rata Secured Debt $207 $180 $281 $328 $258 $244 $571 $47 $165 $87 $494
Lines of Credit &
Commercial Paper
$835 - - - $500 - - - - - -
Total $1,042 $406 $281 $338 $2,547 $1,594 $1,821 $747 $165 $1,514 $3,559

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

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

15. Bucket Assumptions Total Growth
Annual
Growth
Incremental
NOI
1 Total Stable Portfolio Growth Stable portfolio generates 2.5% unlevered annual growth 19.1% 3.6% $281M
2 SHO Occ. Stabilization
SHO portfolio leases up from current occupancy of 87.2%
to 91.5% stabilized
4.6% 0.9% $68M
3 Brookdale Transition Assets
Transition assets budgeted occupancy and performance
at stabilization
2.9% 0.6% $43M
4 Development Lease-Up
Incremental NOI from SHO properties that have been
open for less than two years
2.7% 0.5% $53M
5 Construction In Progress
WELL pro rata development funding to-date at projected
stabilized yield
2.0% 0.4% $29M
Portfolio Annualized Return 31.3% 6.0% $474M
6 Dividend Yield Based on current dividend yield 4.5%
Total Embedded Return 10.5%
Current Portfolio - 5 Year Cash Flow Growth Model
15

16. Current Portfolio - 5 Year Cash Flow Growth Model
16
Bucket Assumptions Total Growth Annual Growth Incremental NOI
1 Total Stable Portfolio Growth Stable portfolio generates 2.5% unlevered annual growth 19.1% 3.6% $281M
2 SHO Occ. Stabilization
SHO portfolio leases up from current occupancy of 87.2%
to 91.5% stabilized
4.6% 0.9% $68M
3 Brookdale Transition Assets
Transition assets budgeted occupancy and performance
at stabilization
2.9% 0.6% $43M
4 Development Lease-Up
Incremental NOI from SHO properties that have been open
for less than two years
2.7% 0.5% $53M
5 Construction In Progress
WELL pro rata development funding to-date at projected
stabilized yield
2.0% 0.4% $29M
Portfolio Annualized Return 31.3% 6.0% $474M
6 Dividend Yield Based on current dividend yield 4.5%
Total Embedded Return 10.5%
7 Acquisition Pipeline
$1.5B in acquisitions at a 7.0% yield relative to
current cost of capital
1.7% $25M
8 Development Pipeline
$350M in developments at a stabilized yield of 7.8% relative
to current cost of capital
0.6% $9M
Total Annualized Return 12.8%

17. 17
Commitment to Environmental,
Social and Governance (ESG)

18. Green Bond Framework | Financing Future Sustainability
18
Management of Proceeds
Process for Evaluation
Reporting & Review
Use of Proceeds
Green
Buildings
Water
Efficiency
Energy
Efficiency
Eligible projects comprise:
• Those funded by Welltower within 24 months prior to date of
Green Bond issuance
• Green projects acquired or developed post issuance
• Eligible green projects for Green Bond allocation will be
evaluated and selected by members of Welltower’s Green Bond
Committee, based on criteria set out in the framework.
• The Green Bond Committee consists of members of
Welltower’s sustainability, capital markets, investments and
treasury functions.
• Welltower’s Accounting Department will establish a Green Bond
Register to record allocation of net proceeds of Green Bond to
eligible projects.
• Any portion of net proceeds that are unallocated to an eligible
project will be invested in liquid securities in accordance with
Welltower’s cash investment policy.
• An external auditor will verify proceeds allocated and remaining
balance annually.
Reporting will consist of information such as:
• A list of eligible projects funded
• Total amount of proceeds allocated
• Balance of unallocated proceeds
Elements of Welltower’s Green Bond Framework review include:
• Evaluation by Sustainalytics, a recognized second party
opinion provider
• Opinion published on Welltower’s and Sustainalytic’s websites
Welltower currently does not have any outstanding green bonds. The Green Bond Framework may be applied to any future green bond offerings at the Company’s discretion.

19. Environmental | Leadership through Sustainability
19Reductions in 2018 as compared to 2017 for properties where utility data was available. Source: utility bills from operating partners and Engie Insights.
26,535 MWh reduction
in energy consumption(1)
Consumed 32,467 MWh
of renewable electricity in 2018
Avoided 6,837 metric tons
of greenhouse gas emissions(1)
11,453 gallon reduction
in water consumption
Recycled 7,347 Tons in 2018
78 63 26 12 12
Energy, Water and Waste Green Buildings
Recognized for Sustainable Business Practices
405,442 sq ft
of executed green
leases
~$1M
of sustainable
building related
purchases

20. Social | Wellness at our Core
20
Caregiver
Leave
$8.4M+
invested in the
workforce
Learning &
Professional
Development
Employee Initiatives
WELL +CORE
WELL+BEING
Employee
Profit Sharing
Contribution
401K Match
100% up to 5%
Student Debt
$100/month up to $10k
Over 15% employee
participation
Healthcare
76% of employee
healthcare premiums paid
Employer Match
to HSA
Workforce DevelopmentDiversity and Inclusion
50% Minority executives
throughout the Company
1:1 Gender parity across
the Organization
45% of hires to revenue generating
roles in 2018 were female
Social Recognition

21. Governance | Great Governance is Good Business
21
1. Data as of 11/1/2019.
2. ISS Governance Score is a weighted average of scores assigned for (a) board structure, (b) compensation, (c) shareholder rights and (d) audit as of 6/1/2019.
3. Ventas (VTR), Healthpeak (PEAK), Crown Castle International (CCI), Equinix (EQIX), Iron Mountain (IRM), Weyerhaeuser Company (WY), American Tower Corporation (AMT), Boston Properties (BXP), Equity Residential (EQR),
Prologis (PLD), Public Storage (PSA), Simon Property Group (SPG), Vornado Realty Trust (VNO), AvalonBay Communities (AVB), Alexandria Real Estate Equities (ARE).
G&A as % of Enterprise Value(1)
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
MPT HR CTRE HTA SBRA OHI VTR HCP WELL
HC REIT Average
Female and Minority
Independent Director Leadership
on the Board of Directors(1)
75%
of Employees received refresher
training on insider trading and
anti-corruption
95%
RISKLOW (0) HIGH (10)
Peers(3)
4.0
6.4
Governance Score(2)

22. 22
Supplemental Financial
Measures

23. We believe that revenues, net income and net income attributable to common stockholders (NICS), as defined by U.S. generally
accepted accounting principles (U.S. GAAP), are the most appropriate earnings measurements. However, we consider Funds From
Operations (FFO), Normalized FFO, Net Operating Income (NOI), In-Place NOI (IPNOI), Same Store NOI (SSNOI), EBITDA and
Adjusted EBITDA to be useful supplemental measures of our operating performance. Excluding EBITDA and Adjusted EBITDA
these supplemental measures are disclosed on our pro rata ownership basis.
Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and
adding our minority ownership share of unconsolidated amounts. We do not control unconsolidated investments. While we consider
pro rata disclosures useful, they may not accurately depict the legal and economic implications of our joint venture arrangements
and should be used with caution.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt
analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our management
uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating
decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management.
None of the supplemental reporting measures represent net income or cash flow provided from operating activities as determined in
accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the
supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate
investment trusts or other companies. Multi-period amounts may not equal the sum of the individual quarterly amounts due to
rounding.
Non-GAAP Financial Measures
23

24. 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 using a consistent population which controls for 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 and/or segment transitions (except Seniors Housing Triple-net to Seniors Housing Operating with the same operator) are also
excluded from 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 in the relevant supplemental reporting
package.
We believe NOI, IPNOI and SSNOI 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.
NOI, IPNOI and SSNOI
24

25. (dollars in thousands)
3Q19 3Q16 Annualized In-Place NOI by property type 3Q19
Net income (loss) $ 647,932 $ 354,741 Seniors Housing Operating $ 939,936 44.2 %
Loss (gain) on real estate dispositions, net (570,250) (162,351) Seniors Housing Triple-Net 402,608 18.9 %
Loss (income) from unconsolidated entities (3,262) 1,749 Outpatient Medical 457,468 21.5 %
Income tax expense (benefit) 3,968 (305 ) Health System 144,512 6.8 %
Other expenses 6,186 19,842 Long-Term/Post-Acute Care 180,936 8.6 %
Impairment of assets 18,096 9,705 Total In-Place NOI $ 2,125,460 100.0 %
Loss (gain) on extinguishment of debt, net 65,824 —
Loss (gain) on derivatives and financial instruments, net 1,244 (2,516) 3Q16
General and administrative expenses 31,019 36,828 Seniors Housing Operating $ 822,020 39.1 %
Depreciation and amortization 272,445 218,061 Seniors Housing Triple-Net 528,616 25.2 %
Interest expense 137,343 129,699 Outpatient Medical 332,248 15.8 %
Consolidated net operating income 610,545 605,453 Long-Term/Post-Acute Care 417,792 19.9 %
NOI attributable to unconsolidated investments and noncontrolling interests(1) (20,399) (9,945) $ 2,100,676 100.0 %
Pro rata net operating income (NOI) $ 590,146 $ 595,508
Adjust:
Interest income $ (15,637 ) $ (25,080 )
Other income (4,200 ) (2,761 )
Sold / held for sale (14,307 ) (30,284 )
Developments / land 629 —
Non In-Place NOI(2) (26,717 ) (21,979 )
Timing adjustments(3) 1,451 9,765
In-Place NOI 531,365 525,169
Annualized In-Place NOI $ 2,125,460 $ 2,100,676
In-Place NOI Reconciliations
1. Represents Welltower's combined interests in joint ventures where Welltower is the minority partner and the minority partners' interests when Welltower is the majority partner.
2. Primarily represents non-cash NOI.
3. Represents timing adjustments for current quarter acquisitions, construction conversions and segment or operator transitions.
25

26. (dollars in thousands) Three Months Ended
September 30,
2019 2018 % growth
Net income (loss) $ 647,932 $ 84,226
Loss (gain) on real estate dispositions, net (570,250) (24,723)
Loss (income) from unconsolidated entities (3,262) (344)
Income tax expense (benefit) 3,968 1,741
Other expenses 6,186 88,626
Impairment of assets 18,096 6,740
Loss (gain) on extinguishment of debt, net 65,824 4,038
Loss (gain) on derivatives and financial instruments, net 1,244 8,991
General and administrative expenses 31,019 28,746
Depreciation and amortization 272,445 243,149
Interest expense 137,343 138,032
Consolidated NOI 610,545 579,222
NOI attributable to unconsolidated investments(1) 21,957 22,247
NOI attributable to noncontrolling interests(2) (42,356) (37,212)
Pro rata NOI 590,146 564,257
Non-cash NOI attributable to same store properties (12,726) (9,668)
NOI attributable to non-same store properties (158,388) (142,266)
Currency and ownership adjustments(3) 2,636 154
Other adjustments(4) 14 (1,580)
Same Store NOI (SSNOI) $ 421,682 $ 410,897 2.6%
SSNOI
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 3Q19 Supplemental Information package.
26

27. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate
assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have
historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating
results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real
Estate Investment Trusts (NAREIT) created FFO as a supplemental measure of operating performance for REITs that excludes
historical cost depreciation from net income. FFO attributable to common stockholders, as defined by NAREIT, means net income
attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate
and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated
entities and noncontrolling interests. Normalized FFO attributable to common stockholders represents FFO adjusted for certain
items detailed in the reconciliations.
Normalizing items include adjustments for certain non-recurring or infrequent revenues/expenses that are described in our earnings
press releases for the relevant periods.
We believe that Normalized FFO attributable to common stockholders is a useful supplemental measure of operating performance
because investors and equity analysts may use this measure to compare our operating performance between periods or to other
REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or
incalculable items.
FFO and Normalized FFO
27

28. (in thousands, except per share information) Three Months Ended
September 30, 2019
Net income (loss) attributable to common stockholders $ 589,876
Depreciation and amortization 272,445
Impairments and losses (gains) on real estate dispositions, net (552,154)
Noncontrolling interests(1) 31,347
Unconsolidated entities(2) 10,864
NAREIT FFO attributable to common stockholders 352,378
Normalizing items:
Loss (gain) on derivatives and financial instruments, net 1,244
Loss (gain) on extinguishment of debt, net 65,824
Other expenses and transaction costs 6,186
Normalizing items attributable to noncontrolling interests and unconsolidated entities, net 1,031
Normalized FFO attributable to common stockholders $ 426,663
Average diluted common shares outstanding 406,891
Per diluted share data attributable to common stockholders:
Net income (loss) $ 1.45
NAREIT FFO $ 0.87
Normalized FFO $ 1.05
FFO Reconciliation
1. Represents noncontrolling interests' share of net FFO adjustments
2. Represents Welltower's share of net FFO adjustments from unconsolidated entities.
28

29. (in millions, except per share data) Prior Outlook Current Outlook
Year Ended December 31, 2019 Year Ended December 31, 2019
Low High Low High
Net income attributable to common stockholders $ 1,348 $ 1,388 $ 1,238 $ 1,254
Impairments and losses (gains) on real estate dispositions, net(1,2) (764) (764) (721) (721)
Depreciation and amortization(1) 1,000 1,000 1,004 1,004
NAREIT FFO attributable to common stockholders $ 1,584 $ 1,624 1,521 1,537
Normalizing items, net(1) 77 77 152 152
Normalized FFO attributable to common stockholders $ 1,661 $ 1,701 $ 1,673 $ 1,689
Per share data attributable to common stockholders:
Net income $ 3.33 $ 3.43 $ 3.06 $ 3.10
NAREIT FFO $ 3.91 $ 4.01 $ 3.76 $ 3.80
Normalized FFO $ 4.10 $ 4.20 $ 4.14 $ 4.18
Outlook Reconciliations
1. Amounts presented net of noncontrolling interests' share and Welltower's share of unconsolidated entities.
2. Includes estimated gains on projected dispositions.
29

30. We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our
balance sheet capitalization is related to long-term debt, net of cash and Internal Revenue Code (“IRC”) Section 1031 deposits. We
expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current
profile. The coverage ratios are based on EBITDA which stands for earnings (net income per income statement) before interest
expense, income taxes, depreciation and amortization. Covenants in our senior unsecured notes and primary credit facility contain
financial ratios based on a definition of EBITDA that is specific to those agreements. Failure to satisfy these covenants could result
in an event of default that could have a material adverse impact on our cost and availability of capital, which could in turn have a
material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Due to the materiality of these
debt agreements and the financial covenants, we have defined Adjusted EBITDA to exclude unconsolidated entities and to include
adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt,
gains/losses/impairments on properties, gains/losses on derivatives and financial instruments, other expenses, and additional other
income. We believe that EBITDA and Adjusted EBITDA, along with net income and cash flow provided from operating activities, are
important supplemental measures because they provide additional information to assess and evaluate the performance of our
operations. We primarily utilize them to measure our interest coverage ratio, which represents EBITDA and Adjusted EBITDA
divided by total interest.
EBITDA and Adjusted EBITDA
30

31. (dollars in thousands)
Twelve Months
Ended
Three Months
Ended
Three Months
Ended
September 30, September 30, June 30, September 30, June 30,
2019 2019 2019 2019 2019
Net income $ 1,214,970 $ 647,932 $ 150,040 Lines of credit and commercial paper $ 1,334,586 $ 1,869,188
Interest expense 568,280 137,343 141,336 Long-term debt obligations(3) 12,463,680 13,390,344
Income tax expense (benefit) 9,293 3,968 1,599 Cash and cash equivalents (265,788) (268,666)
Depreciation and amortization 1,007,263 272,445 248,052 Net debt 13,532,478 14,990,866
EBITDA 2,799,806 1,061,688 541,027 Adjusted EBITDA 584,534 591,641
Loss (income) from unconsolidated entities 14,791 (3,262) 9,049 Adjusted EBITDA Annualized $ 2,338,136 $ 2,366,564
Stock-based compensation expense(1) 25,347 5,309 7,662 Net debt to Adjusted EBITDA ratio 5.79x 6.33x
Loss (gain) on extinguishment of debt, net 81,596 65,824 —
Loss (gain) on real estate dispositions, net (777,890) (570,250) 1,682
Impairment of assets 104,057 18,096 9,939
Provision for loan losses 18,690 — —
Loss (gain) on derivatives and financial
instruments, net 2,296 1,244 1,913
Other expenses(1) 45,512 5,885 20,369
Additional other income(2) (4,027) — —
Adjusted EBITDA $ 2,310,178 $ 584,534 $ 591,641
Adjusted Fixed Charge Coverage Ratio:
Interest expense $ 568,280
Capitalized interest 11,952
Non-cash interest expense (11,218)
Total interest 569,014
Adjusted EBITDA $ 2,310,178
Adjusted interest coverage ratio 4.06x
Adjusted Interest Coverage & Net Debt to Adjusted EBITDA
1. Certain severance-related costs are included in stock-based compensation and excluded from other expenses.
2. Relates to the reversal of a contingent liability related to a prior year acquisition.
3. 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.
31