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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                      
Commission file number: 1-8923
WELLTOWER INC.
 
(Exact name of registrant as specified in its charter
Delaware
34-1096634
(State or other jurisdiction
of Incorporation)
(IRS Employer
Identification No.)
4500 Dorr StreetToledo,Ohio43615
(Address of principal executive office)(Zip Code)
(419) -247-2800
(Registrant’s telephone number, including area code)  
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1.00 par value per shareWELLNew York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLCWELL/28New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLCWELL/34New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ  No  ¨
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 þ
 Accelerated filer
¨
 Non-accelerated filer
¨
 Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No  þ
As of April 26, 2024, Welltower Inc. had 597,916,197 shares of common stock outstanding.





TABLE OF CONTENTS
 
 
PART I. FINANCIAL INFORMATIONPage
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Unaudited Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION 
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
Signatures



PART I. FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS
WELLTOWER INC. AND SUBSIDIARIES
(In thousands) 
March 31, 2024 (Unaudited)December 31, 2023 (Note)
Assets:  
  
Real estate investments:  
  
Real property owned:  
Land and land improvements  $4,754,699 $4,697,824 
Buildings and improvements  37,841,775 37,796,553 
Acquired lease intangibles  2,158,915 2,166,470 
Real property held for sale, net of accumulated depreciation  422,225 372,883 
Construction in progress  1,342,410 1,304,441 
Less accumulated depreciation and amortization  (9,537,562)(9,274,814)
Net real property owned  36,982,462 37,063,357 
Right of use assets, net348,892 350,969 
Real estate loans receivable, net of credit allowance  1,426,094 1,361,587 
Net real estate investments  38,757,448 38,775,913 
Other assets:  
Investments in unconsolidated entities  1,719,646 1,636,531 
Goodwill  68,321 68,321 
Cash and cash equivalents  2,388,488 1,993,646 
Restricted cash  89,847 82,437 
Straight-line rent receivable469,976 443,800 
Receivables and other assets  1,059,859 1,011,518 
Total other assets  5,796,137 5,236,253 
Total assets  
$44,553,585 $44,012,166 
Liabilities and equity  
Liabilities:  
Unsecured credit facility and commercial paper$ $ 
Senior unsecured notes  12,171,913 13,552,222 
Secured debt  2,033,232 2,183,327 
Lease liabilities381,320 383,230 
Accrued expenses and other liabilities  1,419,212 1,521,660 
Total liabilities  
16,005,677 17,640,439 
Redeemable noncontrolling interests  
300,915 290,605 
Equity:  
Common stock  592,637 565,894 
Capital in excess of par value  35,105,097 32,741,949 
Treasury stock  (114,842)(111,578)
Cumulative net income  9,272,190 9,145,044 
Cumulative dividends  (17,126,302)(16,773,773)
Accumulated other comprehensive income (loss)  (180,837)(163,160)
Total Welltower Inc. stockholders’ equity  27,547,943 25,404,376 
Noncontrolling interests  699,050 676,746 
Total equity  
28,246,993 26,081,122 
Total liabilities and equity  
$44,553,585 $44,012,166 
Note: The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

3


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands, except per share data) 
Three Months Ended
March 31,
 20242023
Revenues:
Resident fees and services$1,360,274  $1,131,685 
Rental income  417,652 384,059 
Interest income52,664 36,405 
Other income29,151 8,580 
Total revenues1,859,741 1,560,729 
Expenses:
Property operating expenses1,096,913 957,753 
Depreciation and amortization365,863 339,112 
Interest expense147,318 144,403 
General and administrative expenses53,318 44,371 
Loss (gain) on derivatives and financial instruments, net(3,054)930 
Loss (gain) on extinguishment of debt, net6 5 
Provision for loan losses, net1,014 777 
Impairment of assets43,331 12,629 
Other expenses14,131 22,745 
Total expenses1,718,840 1,522,725 
Income (loss) from continuing operations before income taxes and other items140,901 38,004 
Income tax (expense) benefit(6,191)(3,045)
Income (loss) from unconsolidated entities(7,783)(7,071)
Gain (loss) on real estate dispositions, net4,707 747 
Income (loss) from continuing operations131,634 28,635 
Net income (loss)131,634 28,635 
Less: Net income (loss) attributable to noncontrolling interests(1)
4,488 2,962 
Net income (loss) attributable to common stockholders$127,146 $25,673 
Weighted average number of common shares outstanding:
Basic574,049 492,061 
Diluted577,530 494,494 
Earnings per share:
Basic:
Income (loss) from continuing operations$0.23 $0.06 
Net income (loss) attributable to common stockholders$0.22 $0.05 
Diluted:
Income (loss) from continuing operations$0.23 $0.06 
Net income (loss) attributable to common stockholders(2)
$0.22 $0.05 
Dividends declared and paid per common share$0.61 $0.61 
(1) Includes amounts attributable to redeemable noncontrolling interests.
(2) Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.

4


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands) 
 Three Months Ended
March 31,
 20242023
Net income (loss)$131,634 $28,635 
Other comprehensive income (loss):
Foreign currency translation gain (loss)(85,830)80,765 
Derivative and financial instruments designated as hedges gain (loss)60,615 (69,738)
Total other comprehensive income (loss)(25,215)11,027 
Total comprehensive income (loss)106,419 39,662 
Less: Total comprehensive income (loss) attributable
to noncontrolling interests(1)
(3,050)5,841 
Total comprehensive income (loss) attributable to common stockholders$109,469 $33,821 
(1) Includes amounts attributable to redeemable noncontrolling interests.

5


CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended March 31, 2024
Common StockCapital in
Excess of
Par Value
Treasury
Stock
Cumulative
Net Income
Cumulative
Dividends
Accumulated Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Balances at January 1, 2024
$565,894 $32,741,949 $(111,578)$9,145,044 $(16,773,773)$(163,160)$676,746 $26,081,122 
Comprehensive income:
Net income (loss)   127,146   4,180 131,326 
Other comprehensive income (loss)    (17,677)(6,075)(23,752)
Total comprehensive income       107,574 
Net change in noncontrolling interests (19,282)    6,191 (13,091)
Adjustment to members' interest from change in ownership in Welltower OP (18,852)    18,852  
Redemption of OP Units and DownREIT Units19 825    (844) 
Amounts related to stock incentive plans, net of forfeitures112 11,936 (3,264)    8,784 
Net proceeds from issuance of common stock26,612 2,388,521      2,415,133 
Dividends paid:
Common stock dividends    (352,529)  (352,529)
Balances at March 31, 2024
$592,637 $35,105,097 $(114,842)$9,272,190 $(17,126,302)$(180,837)$699,050 $28,246,993 
 Three Months Ended March 31, 2023
 Common StockCapital in
Excess of
Par Value
Treasury
Stock
Cumulative
Net Income
Cumulative
Dividends
Accumulated Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Balances at January 1, 2023
$491,919 $26,742,750 $(111,001)$8,804,950 $(15,514,097)$(119,707)$714,739 $21,009,553 
Comprehensive income:
Net income (loss)25,673 2,688 28,361 
Other comprehensive income (loss)8,148 3,023 11,171 
Total comprehensive income39,532 
Net change in noncontrolling interests(8,304)29,648 21,344 
Adjustment to members' interest from change in ownership in Welltower OP(6,139)6,139  
Redemption of OP Units and DownREIT Units272 17,515 (432)17,355 
Amounts related to stock incentive plans, net of forfeitures134 9,330 (1,924)7,540 
Net proceeds from issuance of common stock5,603 404,862 410,465 
Dividends paid:
Common stock dividends(301,829)(301,829)
Balances at March 31, 2023
$497,928 $27,160,014 $(112,925)$8,830,623 $(15,815,926)$(111,559)$755,805 $21,203,960 

6


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
Three Months Ended
March 31,
 20242023
Operating activities:    
Net income  $131,634 $28,635 
Adjustments to reconcile net income to net cash provided from (used in) operating activities:  
Depreciation and amortization  
365,863 339,112 
Other amortization expenses  
13,105 9,792 
Provision for loan losses, net1,014 777 
Impairment of assets  
43,331 12,629 
Stock-based compensation expense  
12,048 9,456 
Loss (gain) on derivatives and financial instruments, net  
(3,054)930 
Loss (gain) on extinguishment of debt, net  
6 5 
Loss (income) from unconsolidated entities
7,783 7,071 
Rental income less than (in excess of) cash received  
(30,503)(36,827)
Amortization related to above (below) market leases, net  
(5)(82)
Loss (gain) on real estate dispositions, net  
(4,707)(747)
Proceeds from (payments on) interest rate swap settlements(59,555) 
Distributions by unconsolidated entities
1,609 3,418 
Increase (decrease) in accrued expenses and other liabilities  
(29,420)(4,503)
Decrease (increase) in receivables and other assets  
(42,343)6,392 
Net cash provided from (used in) operating activities  406,806 376,058 
 
Investing activities:  
Cash disbursed for acquisitions, net of cash acquired
(62,771)(402,719)
Cash disbursed for capital improvements to existing properties
(132,509)(91,339)
Cash disbursed for construction in progress
(231,763)(226,226)
Capitalized interest  
(13,809)(10,335)
Investment in loans receivable
(116,789)(54,831)
Principal collected on loans receivable  
36,472 15,592 
Other investments, net of payments  
(11,723)(80,548)
Contributions to unconsolidated entities  
(103,825)(112,822)
Distributions by unconsolidated entities  
10,039 4,800 
Net proceeds from net investment hedge settlements913 3,933 
Proceeds from sales of real property  
44,834 21,658 
Net cash provided from (used in) investing activities  (580,931)(932,837)
Financing activities:  
Net increase (decrease) under unsecured credit facility and commercial paper
  
Payments to extinguish senior unsecured notes  
(1,350,000) 
Net proceeds from the issuance of secured debt  
1,379 362,900 
Payments on secured debt  
(132,833)(39,573)
Net proceeds from the issuance of common stock  
2,416,484 411,032 
Payments for deferred financing costs and prepayment penalties  
(6)(6,444)
Contributions by noncontrolling interests(1)
23,797 83,480 
Distributions to noncontrolling interests(1)
(22,591)(35,664)
Cash distributions to stockholders  
(352,184)(300,195)
Other financing activities
(5,479)(5,066)
Net cash provided from (used in) financing activities  578,567 470,470 
Effect of foreign currency translation on cash and cash equivalents and restricted cash(2,190)2,813 
Increase (decrease) in cash, cash equivalents and restricted cash  402,252 (83,496)
Cash, cash equivalents and restricted cash at beginning of period  2,076,083 722,292 
Cash, cash equivalents and restricted cash at end of period  $2,478,335 $638,796 
Supplemental cash flow information:
Interest paid$149,007 $148,399 
Income taxes paid (received), net3,259 325 
(1) Includes amounts attributable to redeemable noncontrolling interests.


7

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business
Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. We invest with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower Inc., a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties. 
We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was 99.745% for the three months ended March 31, 2024. As of March 31, 2024, Welltower owned 99.726% of the issued and outstanding units of Welltower OP, with other investors owning the remaining 0.274% of outstanding units. We adjust the noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP.
2. Accounting Policies and Related Matters
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily an indication of the results that may be expected for the year ending December 31, 2024. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
New Accounting Standards   
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")," which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures.
3. Real Property Acquisitions and Development 
The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs directly related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. Our acquisition of properties are at times subject to earn out provisions based on the future operating performance of the acquired properties, which could result in incremental payments in the future. Our policy is to recognize such contingent consideration when the contingency is resolved and the consideration becomes payable.

8

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our real property investment activity by segment for the periods presented (in thousands):
 Three Months Ended
 March 31, 2024March 31, 2023
Seniors Housing OperatingTriple-netOutpatient
Medical
TotalsSeniors Housing OperatingTriple-netOutpatient
Medical
Totals
Land and land improvements$26,691 $710 $ $27,401 $2,517 $7,370 $60,527 $70,414 
Buildings and improvements48,615 253  48,868 16,434 74,289 255,706 346,429 
Acquired lease intangibles5,861   5,861 865  39,090 39,955 
Right of use assets, net      927 927 
Total net real estate assets81,167 963  82,130 19,816 81,659 356,250 457,725 
Receivables and other assets24   24 234  358 592 
Total assets acquired81,191 963  82,154 20,050 81,659 356,608 458,317 
Secured debt    (5,501) (40,953)(46,454)
Lease liabilities      (953)(953)
Accrued expenses and other liabilities(532)  (532)(120) (8,071)(8,191)
Total liabilities acquired(532)  (532)(5,621) (49,977)(55,598)
Non-cash acquisition related activity(1)
(18,141)(710) (18,851)    
Cash disbursed for acquisitions62,518 253  62,771 14,429 81,659 306,631 402,719 
Construction in progress additions165,140 28 83,529 248,697 131,944 4,995 101,609 238,548 
Less: Capitalized interest(11,660) (2,149)(13,809)(7,950)(1,248)(1,137)(10,335)
Accruals (2)
2,248 72 (5,445)(3,125)2,303  (4,290)(1,987)
Cash disbursed for construction in progress155,728 100 75,935 231,763 126,297 3,747 96,182 226,226 
Capital improvements to existing properties104,812 6,064 21,633 132,509 69,783 4,427 17,129 91,339 
Total cash invested in real property, net of cash acquired$323,058 $6,417 $97,568 $427,043 $210,509 $89,833 $419,942 $720,284 
(1) Primarily relates to the acquisition of assets previously financed as real estate loans receivable.
(2) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period.
Affinity Living Communities ("Affinity") Acquisition
In February 2024, we entered into a definitive agreement to acquire 25 Seniors Housing Operating properties for a total purchase price of $969 million, which will be managed under the Affinity brand. The transaction is expected to close in the second quarter of 2024 and will be funded through a combination of cash and the assumption of $523 million of secured debt, subject to customary closing conditions and lender consents.
Construction Activity 
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):
 Three Months Ended
 March 31, 2024March 31, 2023
Development projects:
Seniors Housing Operating
$88,680 $26,712 
Outpatient Medical
91,248 9,351 
Total development projects
179,928 36,063 
Expansion projects
3,083 17,245 
Total construction in progress conversions$183,011 $53,308 
9

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4. Real Estate Intangibles 
The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands):
 March 31, 2024December 31, 2023
Assets:
In place lease intangibles$1,988,594 $2,001,827 
Above market tenant leases66,663 66,663 
Lease commissions103,658 97,980 
Gross historical cost2,158,915 2,166,470 
Accumulated amortization(1,682,328)(1,651,656)
Net book value$476,587 $514,814 
Liabilities:
Below market tenant leases$70,364 $70,364 
Accumulated amortization(49,162)(47,939)
Net book value$21,202 $22,425 
The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands):
Three Months Ended March 31,
20242023
Rental income related to (above)/below market tenant leases, net$(31)$45 
Amortization related to in place lease intangibles and lease commissions(46,791)(56,151)
5. Dispositions, Real Property Held for Sale and Impairment
We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e., property type, relationship or geography). At March 31, 2024, 21 Seniors Housing Operating properties, one Triple-net property, and four Outpatient Medical properties with an aggregate real estate balance of $422,225,000 were classified as held for sale. In addition to the real property balances, secured debt balances of $171,292,000 and net other assets and (liabilities) of $21,925,000 are included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties are approximately $611,468,000, which includes non-cash consideration relating to 14 Canadian Revera properties discussed below.
During the three months ended March 31, 2024, we entered into a definitive agreement and subsequently closed on the sale of four Seniors Housing Operating properties. In conjunction with this transaction, an impairment charge of $23,795,000 was recognized related to two properties. Additionally, we recorded $15,584,000 of impairment charges related to six Seniors Housing Operating properties classified as held for sale and not yet sold as of March 31, 2024 for which the carrying value exceeded the estimated fair value less costs to sell. Impairment charges of $3,952,000 related to two Seniors Housing Operating properties classified as held for use for which the carrying value exceeded the estimated fair value were also recognized.
During the three months ended March 31, 2023, we recorded $12,629,000 of impairment charges related to three Seniors Housing Operating properties classified as held for sale for which the carrying value exceeded the estimated fair value less costs to sell, and one Seniors Housing Operating property classified as held for use for which the carrying value exceeded the estimated fair value.
Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale as of March 31, 2024 of $(37,190,000) and $(14,525,000) for the three months ended March 31, 2024 and 2023, respectively.
The following is a summary of our real property disposition activity for the periods presented (in thousands):
 Three Months Ended
 March 31, 2024March 31, 2023
Real estate dispositions:
Seniors Housing Operating(1)
$39,985 $18,572 
Triple-net
 2,028 
Total dispositions
39,985 20,600 
Gain (loss) on real estate dispositions, net4,707 747 
Net other assets/(liabilities) disposed142 311 
Cash proceeds from real estate dispositions$44,834 $21,658 
(1) Dispositions occurring in the three months ended March 31, 2024 include the disposition of an unconsolidated equity method investment that owned six properties.
10

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Strategic Dissolution of Revera Joint Ventures
During the quarter ended June 30, 2023, we entered into definitive agreements to dissolve our existing Revera joint venture relationships across the U.S., U.K. and Canada. The transactions include acquiring the remaining interests in 110 properties from Revera, while simultaneously selling interests in 31 properties to Revera.
In June 2023, we closed the U.K. portfolio portion of the transaction through the acquisition of the remaining ownership interest in 29 properties previously held in two separate consolidated joint venture structures in which we owned 75% and 90% of the interests in exchange for the disposition to Revera of our interests in four properties. In addition, we received cash from Revera of $107,341,000 relating to the net settlement of loans previously made to the joint ventures. Operations for the 29 retained properties were transitioned to Avery Healthcare.
Total proceeds related to the four properties disposed were $222,521,000, which included non-cash consideration from Revera of $241,728,000, comprised of the fair value of interests received by us of $198,837,000 and an allocation of Revera's noncontrolling interests of $42,891,000, partially offset by $9,049,000 of transaction-related expenses as well as the $10,158,000 of cash paid to equalize the value exchanged between the parties. We disposed of net real property owned of $224,208,000, resulting in a loss of $1,687,000 recognized within gain (loss) on real estate dispositions, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional interests in the 29 properties was comprised of the fair value of interests transferred by us of $198,837,000 and $5,776,000 of cash paid for transaction-related expenses. We derecognized $180,497,000 of noncontrolling interests and $22,270,000 of liabilities previously due to Revera with an adjustment of $1,846,000 recognized in capital in excess of par value.
We closed the portion of the transactions predominantly related to the U.S. portfolio during the third quarter of 2023 through (i) the acquisition of the remaining interests in ten properties currently under development or recently developed by Sunrise Senior Living that were previously held within an equity method joint venture owned 34% by us and 66% by Revera, (ii) the disposition of our minority interests in 12 U.S. properties and one Canadian development project and (iii) the disposition of our 34% interest in the Sunrise Senior Living management company. We recorded net real estate investments of $479,525,000 related to the ten acquired and now consolidated properties, which was comprised of $31,456,000 of cash consideration and $448,069,000 of non-cash consideration. Non-cash consideration primarily includes $270,486,000 of assumed mortgage debt secured by the acquired properties, which was subsequently repaid in full by us immediately following the transaction, $47,734,000 of carryover investment from our prior 34% equity method ownership interest and $119,258,000 of fair value interests in the 13 properties transferred by us to Revera. We also derecognized $56,905,000 of equity method investments related to the 13 properties retained by Revera and recorded a gain on real estate dispositions of $62,075,000. In conjunction with this transaction, operations for two of the now wholly-owned properties, along with operations for 26 existing wholly-owned properties, transitioned to Oakmont Management Group.
The Canadian portfolio consists of 85 properties in a joint venture owned 75% by us and 25% by Revera. On April 1, 2024, we closed the Canadian portion of the transaction, which included acquiring Revera's interest in 71 properties and selling our interests in the remaining 14 properties. Operations for the 71 retained properties previously transitioned to new operators.
6. Leases
We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities.
The components of lease expense were as follows for the periods presented (in thousands):
Three Months Ended
 ClassificationMarch 31, 2024March 31, 2023
Operating lease cost: (1)
Real estate lease expenseProperty operating expenses$5,693 $5,520 
Non-real estate investment lease expenseGeneral and administrative expenses1,454 1,863 
Finance lease cost:
Amortization of leased assetsProperty operating expenses1,028 2,284 
Interest on lease liabilitiesInterest expense651 1,427 
Sublease incomeRental income (2,950)
Total $8,826 $8,144 
(1) Includes short-term leases which are immaterial.
11

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands):
 ClassificationMarch 31, 2024December 31, 2023
Right of use assets:
Operating leases - real estateRight of use assets, net$280,941 $283,293 
Finance leases - real estateRight of use assets, net67,951 67,676 
Real estate right of use assets, net348,892 350,969 
Operating leases - non-real estate investmentsReceivables and other assets10,360 11,338 
Total right of use assets, net$359,252 $362,307 
Lease liabilities:
Operating leases$300,779 $303,553 
Finance leases80,541 79,677 
Total$381,320 $383,230 
Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. During the three months ended March 31, 2024, we wrote-off previously recognized straight-line rent receivable balances of $9,356,000 through a reduction of rental income, which relate to leases for which the collection of substantially all contractual lease payments was no longer probable.
Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2024, we recognized $417,652,000 of rental income related to operating leases, of which $56,228,000 was for variable lease payments that primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the three months ended March 31, 2023, we recognized $384,059,000 of rental income related to operating leases, of which $53,794,000 was for variable lease payments.
For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $130,565,000 and $108,915,000 for the three months ended March 31, 2024 and 2023, respectively.
7. Loans Receivable
Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in receivables and other assets. Real estate loans receivable consists of mortgage loans and other real estate loans, which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in, the related properties, as well as corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of the risk of credit loss. Accrued interest receivable was $32,027,000 and $31,798,000 as of March 31, 2024 and December 31, 2023, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets. The following is a summary of our loans receivable (in thousands):
 March 31, 2024December 31, 2023
Mortgage loans$1,067,042 $1,057,516 
Other real estate loans381,347 324,660 
Allowance for credit losses on real estate loans receivable(22,295)(20,589)
Real estate loans receivable, net of credit allowance1,426,094 1,361,587 
Non-real estate loans510,433 503,993 
Allowance for credit losses on non-real estate loans receivable(171,971)(173,874)
Non-real estate loans receivable, net of credit allowance338,462 330,119 
Total loans receivable, net of credit allowance$1,764,556 $1,691,706 

12

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our loan activity for the periods presented (in thousands):    
 Three Months Ended
 March 31, 2024March 31, 2023
Advances on loans receivable$116,789 $54,831 
Less: Receipts on loans receivable36,472 15,592 
Net cash advances (receipts) on loans receivable$80,317 $39,239 
The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of each of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral.
A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance.
For the remaining loans we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. The following is a summary of our loans by credit loss category (in thousands):
March 31, 2024
Loan categoryYears of OriginationLoan Carrying ValueAllowance for Credit LossNet Loan BalanceNo. of Loans
Deteriorated loans2007 - 2023$196,210 $(169,808)$26,402 6 
Collective loan pool2010 - 2019224,831 (3,094)221,737 16 
Collective loan pool202033,300 (458)32,842 5 
Collective loan pool2021878,336 (12,288)866,048 10 
Collective loan pool2022128,613 (1,770)126,843 18 
Collective loan pool2023384,429 (5,291)379,138 17 
Collective loan pool2024113,103 (1,557)111,546 8 
Total loans$1,958,822 $(194,266)$1,764,556 80 
During the three months ended March 31, 2024, certain secured and unsecured indebtedness payable by Genesis HealthCare ("Genesis") to us, which has a carrying value of $197,010,000, was modified to extend the maturity date to June 28, 2024, with no other changes to the terms.
The total allowance for credit losses balance is deemed sufficient to absorb expected losses relating to our loan portfolio. The following is a summary of the allowance for credit losses on loans receivable for the periods presented (in thousands):                            
Three Months Ended
March 31, 2024March 31, 2023
Balance at beginning of period$194,463 $164,249 
Provision for loan losses, net(1)
1,014 777 
Purchased deteriorated loan 19,077 
Loan write-offs(1,088) 
Foreign currency translation(123)215 
Balance at end of period$194,266 $184,318 
(1) Excludes the provision for loan loss on held-to-maturity debt securities.
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WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

8. Investments in Unconsolidated Entities
We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. Our share of the results of operations for these properties has been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands): 
 
Percentage Ownership (1)
March 31, 2024December 31, 2023
Seniors Housing Operating
10% to 95%
$1,334,405 $1,248,774 
Triple-net
10% to 88%
141,117 147,679 
Outpatient Medical
15% to 50%
244,124 240,078 
Total$1,719,646 $1,636,531 
(1) As of March 31, 2024 and includes ownership of investments classified as liabilities and excludes ownership of in substance real estate.
At March 31, 2024, the aggregate unamortized basis difference of our joint venture investments of $143,926,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities.
We have made loans related to 26 properties as of March 31, 2024 for the development and construction of certain properties that have a carrying value of $870,375,000. We believe that such borrowers typically represent variable interest entities ("VIE" or "VIEs") in accordance with ASC 810, "Consolidation." VIEs are required to be consolidated by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on, among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower's equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We are obligated to fund an additional $208,631,000 related to these investments.
9. Credit Concentration
We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the three months ended March 31, 2024, excluding our share of NOI in unconsolidated entities (dollars in thousands):
Concentration by relationship: (1)
Number of PropertiesTotal NOI
Percent of NOI (2)
Cogir Management Corporation120 $58,003 8%
Integra Healthcare Properties147 53,838 7%
Sunrise Senior Living88 40,674 5%
Avery Healthcare84 34,994 5%
Oakmont Management Group64 29,491 4%
Remaining portfolio1,400 545,828 71%
Totals1,903 $762,828 100%
(1) Cogir Management Corporation, Sunrise Senior Living and Oakmont Management Group are in our Seniors Housing Operating segment. Integra Healthcare Properties is in our Triple-net segment. Avery Healthcare operates assets in both our Seniors Housing Operating and Triple-net segments.
(2) NOI with our top five relationships comprised 26% of total NOI for the year ended December 31, 2023.
10. Borrowings Under Credit Facilities and Commercial Paper Program 
At March 31, 2024, we had a primary unsecured credit facility with a consortium of 31 banks that included a $4,000,000,000 unsecured revolving credit facility, a $1,000,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a $1,000,000,000 tranche that matures on June 4, 2026 (none outstanding at March 31, 2024) and a $3,000,000,000 tranche that matures on June 4, 2025 (none outstanding at March 31, 2024). The term credit facilities mature on July 19, 2026. Each tranche of the revolving facility and term loans may be extended for two successive terms of six months at our option. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $1,000,000,000 unsecured term credit facility by up to an additional $1,250,000,000, in the aggregate, and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured credit facility also allows us to borrow up to $1,000,000,000 in alternate currencies (none outstanding at March 31, 2024). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over the secured overnight financing rate ("SOFR") interest rate. Based on our current credit ratings, the loans under the unsecured revolving credit facility currently bear interest at 0.775% over the adjusted SOFR

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WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

rate at March 31, 2024. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.15% at March 31, 2024. 
Under the terms of our commercial paper program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $1,000,000,000 (none outstanding at March 31, 2024).
The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands):
Three Months Ended March 31,
20242023
Balance outstanding at quarter end$$ 
Maximum amount outstanding at any month end$$205,000 
Average amount outstanding (total of daily principal balances divided by days in period)$$65,833 
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) %5.05 %
 
11. Senior Unsecured Notes and Secured Debt 
At March 31, 2024, the annual principal payments due on our debt obligations were as follows (in thousands):
Senior
Unsecured Notes (1,2)
Secured
Debt (3)
Totals
2024$ $307,236 $307,236 
20251,260,000 379,484 1,639,484 
2026700,000 152,652 852,652 
2027 (4,5)
1,906,204 206,191 2,112,395 
2028 (6)
2,480,035 105,956 2,585,991 
Thereafter (7)
5,981,850 919,257 6,901,107 
Total principal balance12,328,089 2,070,776 14,398,865 
Unamortized discounts and premiums, net(25,740) (25,740)
Unamortized debt issuance costs, net(68,869)(19,014)(87,883)
Fair value adjustments and other, net(61,567)(18,530)(80,097)
Total carrying value of debt$12,171,913 $2,033,232 $14,205,145 
(1) Annual interest rates range from 2.05% to 6.50%. The ending weighted average interest rate, after considering the effects of interest rate swaps, was 3.94% and 4.06% as of March 31, 2024 and March 31, 2023, respectively.
(2) All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly-owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP.
(3) Annual interest rates range from 1.25% to 8.13%. The ending weighted average interest rate, after considering the effects of interest rate swaps and caps, was 4.62% and 4.55% as of March 31, 2024 and March 31, 2023, respectively. Gross real property value of the properties securing the debt totaled $5,432,108,000 at March 31, 2024.
(4) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $184,638,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2024). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (6.28% at March 31, 2024) and Canadian Dealer Offered Rate plus 0.85% (6.14% at March 31, 2024), respectively.
(5) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $221,566,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2024).
(6) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $695,035,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2024).
(7) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $631,850,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2024).

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WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):
 Three Months Ended
 March 31, 2024March 31, 2023
Beginning balance$13,699,619 $12,584,529 
Debt extinguished(1,350,000) 
Foreign currency(21,530)30,870 
Ending balance$12,328,089 $12,615,399 
Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower's ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments.
We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, subject to certain contractual restrictions, at a redemption price equal to the sum of: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
Exchangeable Senior Unsecured Notes
In May 2023, Welltower OP issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028 (the "Exchangeable Notes") unless earlier exchanged, purchased or redeemed. The Exchangeable Notes will pay interest semi-annually in arrears on May 15 and November 15 of each year. We recognized contractual interest expense on the Exchangeable Notes of approximately $7,116,000 for the three months ended March 31, 2024. Additionally, amortization of related issuance costs for the three months ended March 31, 2024 were $1,165,000. Unamortized issuance costs were $19,125,000 as of March 31, 2024 and $20,245,000 as of December 31, 2023.
The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): 
 Three Months Ended
 March 31, 2024March 31, 2023
Beginning balance$2,222,445 $2,129,954 
Debt issued1,379 362,900 
Debt assumed 53,223 
Debt extinguished(120,946)(24,631)
Principal payments(11,887)(14,942)
Foreign currency(20,215)304 
Ending balance$2,070,776 $2,506,808 
Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of March 31, 2024, we were in compliance in all material respects with all of the covenants under our debt agreements. 
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WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
12. Derivative Instruments
We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks.
Cash Flow Hedges and Fair Value Hedges of Interest Rate Risk
We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.
Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March 2022, we entered into a $550,000,000 fixed to floating swap in connection with our March 2022 senior note issuance. This swap was terminated in January 2024 resulting in a loss of $(59,555,000). As of March 31, 2024, the unamortized loss amount was $(58,066,000). In January 2024, we entered into a $550,000,000 forward-starting fixed to floating swap which converts a portion of cash flows on our $750,000,000 2.8% senior unsecured notes to floating rate. The swap is effective beginning in June 2025 and matures in December 2030. As of March 31, 2024, the carrying amount of the notes, exclusive of the hedge, is $742,892,000. The fair value of the swap as of March 31, 2024 was $(3,501,000) and was recorded as a derivative liability with an offset to senior unsecured notes on our Consolidated Balance Sheets.
Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Comprehensive Income. Approximately $2,562,000 of losses, which are included in other comprehensive income ("OCI"), are expected to be reclassified into earnings in the next 12 months.
Cash flows from derivatives accounted for as a fair value or cash flow hedge are classified in the same category as the cash flows from the items being hedged in the Consolidated Statement of Cash Flows.
Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges
We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI.
During the three months ended March 31, 2024 and 2023, we settled certain net investment hedges generating cash proceeds of $608,000 and $1,994,000, respectively. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated.
Derivative Contracts Undesignated
We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures.
Equity Warrants
We received equity warrants through our lending activities, which were accounted for as loan origination fees. The warrants provide us the right to participate in the capital appreciation of the underlying HC-One Group real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as derivatives under ASC Topic 815. The warrants are classified within receivables and other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within loss (gain) on derivatives and financial instruments in our Consolidated Statements of Comprehensive Income.

17

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): 
 March 31, 2024December 31, 2023
Derivatives designated as net investment hedges:
Denominated in Canadian Dollars$2,600,000 $2,025,000 
Denominated in Pound Sterling£1,660,708 £1,660,708 
Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars$250,000 $250,000 
Denominated in Pound Sterling£1,050,000 £1,050,000 
Interest rate swaps and caps designated as cash flow hedges:
Denominated in U.S Dollars (1)
$522,601 $872,601 
Interest rate swaps designated as fair value hedges:
Denominated in U.S Dollars$550,000 $550,000 
Derivative instruments not designated:
Foreign currency exchange contracts denominated in Canadian Dollars$80,000 $80,000 
(1) At March 31, 2024, the maximum maturity date was September 1, 2028.
The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):
Three Months Ended March 31,
DescriptionLocation20242023
Gain (loss) on derivative instruments designated as hedges recognized in incomeInterest expense$4,818 $4,619 
Gain (loss) on derivative instruments not designated as hedges recognized in incomeInterest expense$1,301 $(254)
Gain (loss) on equity warrants recognized in incomeGain (loss) on derivatives and financial instruments, net$3,054 $(885)
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCIOCI$60,615 $(69,738)
13. Commitments and Contingencies
At March 31, 2024, we had 23 outstanding letter of credit obligations totaling $51,922,000 and expiring between 2024 and 2025. At March 31, 2024, we had outstanding construction in progress of $1,342,410,000 and were committed to providing additional funds of approximately $859,450,000 to complete construction. Additionally, at March 31, 2024, we had outstanding investments classified as in substance real estate of $870,375,000 and were committed to provide additional funds of $208,631,000 (see Note 8 for additional information). Purchase obligations at March 31, 2024 also include $34,926,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenants are increased to reflect the additional investment in the property.
14. Stockholders’ Equity 
The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: 
 March 31, 2024December 31, 2023
Preferred Stock, $1.00 par value:
Authorized shares50,000,000 50,000,000 
Issued shares  
Outstanding shares  
Common Stock, $1.00 par value:
Authorized shares700,000,000 700,000,000 
Issued shares592,731,080 566,001,632 
Outstanding shares590,934,192 564,241,181 

18

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Common Stock
In February 2024, we entered into an equity distribution agreement whereby we can offer and sell up to $3,500,000,000 aggregate amount of our common stock ("ATM Program"). Our prior equity distribution agreement dated August 1, 2023, allowing us to sell up to $4,000,000,000 aggregate amount of our common stock, was terminated as a result. The ATM Program also allows us to enter into forward sale agreements (none outstanding at March 31, 2024). As of March 31, 2024, we had $1,519,557,000 of remaining capacity under the ATM Program. During April 2024, we sold 6,497,030 shares of common stock under our ATM Program.
The following is a summary of our common stock issuances during the three months ended March 31, 2024 and 2023 (dollars in thousands, except shares and average price amounts): 
 Shares IssuedAverage PriceGross ProceedsNet Proceeds
2023 ATM Program issuances5,603,161 $73.74 $413,157 $411,032 
2023 Redemption of OP Units and DownREIT Units271,997 — — 
2023 Stock incentive plans, net of forfeitures(89,579)— — 
2023 Totals