The total purchase price for all properties acquired through asset acquisitions is 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. For properties acquired through business combinations, assets acquired, liabilities assumed and any associated noncontrolling interests are recorded at fair value, with any excess consideration accounted for as goodwill. Acquired lease intangibles primarily relate to assets in our Seniors Housing Operating portfolio and generally have amortization periods of one to two years.

Our acquisitions 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 with respect to asset acquisitions when the contingency is resolved and the consideration becomes payable. These amounts are included within the total net real estate assets section of the tables below.


	Year Ended December 31, 2024
	Seniors Housing Operating		Triple-net		Outpatient Medical		Total
Land and land improvements	$	388,090	$	84,777	$	10,160	$	483,027
Buildings and improvements	2,718,141		710,361		34,501		3,463,003
Acquired lease intangibles	407,112		33,110		2,193		442,415
Construction in progress	115,294		—		—		115,294
Real property held for sale	8,392		297,000		—		305,392
Right of use assets, net	905,723		1,244		—		906,967
Total net real estate assets	4,542,752		1,126,492		46,854		5,716,098
Receivables and other assets	152,495		1,118		112		153,725
Total assets acquired(1)	4,695,247		1,127,610		46,966		5,869,823
Secured debt	(395,086)		(465,820)		—		(860,906)
Lease liabilities	(930,088)		—		—		(930,088)
Accrued expenses and other liabilities	(219,497)		(22,722)		(182)		(242,401)
Total liabilities acquired	(1,544,671)		(488,542)		(182)		(2,033,395)
Noncontrolling interests(2)	(26,514)		—		—		(26,514)
Non-cash acquisition related activity(3)	(92,933)		(191,532)		—		(284,465)
Cash disbursed for acquisitions	3,031,129		447,536		46,784		3,525,449
Construction in progress additions	565,778		28		321,041		886,847
Less: Capitalized interest	(47,242)		—		(10,873)		(58,115)
Accruals(4)	(205)		264		(891)		(832)
Cash disbursed for construction in progress	518,331		292		309,277		827,900
Capital improvements to existing properties	725,271		32,833		99,442		857,546
Total cash invested in real property, net of cash acquired	$	4,274,731	$	480,661	$	455,503	$	5,210,895

(3) Includes the acquisition of assets previously financed as real estate loans receivable, the acquisition of assets previously recognized as investments in unconsolidated entities, the acquisition of assets for which consideration was only partially funded at close and the $182,642,000 gain on acquisition of controlling interests described below.


	Year Ended December 31, 2023
	Seniors Housing Operating		Triple-net		Outpatient Medical		Total
Land and land improvements	$	251,507	$	127,523	$	79,506	$	458,536
Buildings and improvements	2,006,021		969,481		343,252		3,318,754
Acquired lease intangibles	208,239		—		50,373		258,612
Construction in progress	165,934		—		—		165,934

Right of use assets, net	24,212		—		927		25,139
Total net real estate assets	2,655,913		1,097,004		474,058		4,226,975
Receivables and other assets	21,999		—		1,632		23,631
Total assets acquired(1)	2,677,912		1,097,004		475,690		4,250,606
Secured debt	(372,482)		—		(40,953)		(413,435)
Lease liabilities	(24,212)		—		(953)		(25,165)
Accrued expenses and other liabilities	(26,666)		—		(11,528)		(38,194)
Total liabilities acquired	(423,360)		—		(53,434)		(476,794)
Noncontrolling interests(2)	(32,692)		—		(925)		(33,617)
Non-cash acquisition related activity(3)	(181,929)		—		—		(181,929)
Cash disbursed for acquisitions	2,039,931		1,097,004		421,331		3,558,266
Construction in progress additions	646,466		25,646		422,103		1,094,215
Less: Capitalized interest	(39,799)		(2,416)		(8,484)		(50,699)
Accruals (4)	(4,735)		(1,358)		(22,488)		(28,581)
Cash disbursed for construction in progress	601,932		21,872		391,131		1,014,935
Capital improvements to existing properties	399,130		33,592		84,960		517,682
Total cash invested in real property, net of cash acquired	$	3,040,993	$	1,152,468	$	897,422	$	5,090,883


	Year Ended December 31, 2022
	Seniors Housing Operating		Triple-net		Outpatient Medical		Total
Land and land improvements	$	206,618	$	7,536	$	68,379	$	282,533
Buildings and improvements	2,067,051		59,248		253,358		2,379,657
Acquired lease intangibles	129,429		—		35,316		164,745
Construction in progress	108,141		—		—		108,141

Right of use assets, net	169		—		3,852		4,021
Total net real estate assets	2,511,408		66,784		360,905		2,939,097
Receivables and other assets	14,406		—		501		14,907
Total assets acquired(1)	2,525,814		66,784		361,406		2,954,004
Secured debt	(279,788)		(39,574)		—		(319,362)
Lease liabilities	—		—		(3,852)		(3,852)
Accrued expenses and other liabilities	(112,962)		(1,428)		(1,414)		(115,804)
Total liabilities acquired	(392,750)		(41,002)		(5,266)		(439,018)
Noncontrolling interests(2)	(115,112)		(4)		(1,095)		(116,211)
Non-cash acquisition related activity (3)	(64,975)		(27,780)		—		(92,755)
Cash disbursed for acquisitions	1,952,977		(2,002)		355,045		2,306,020
Construction in progress additions	489,001		83,368		91,662		664,031
Less: Capitalized interest	(24,432)		(4,210)		(1,849)		(30,491)
Accruals(4)	(4,621)		—		2,818		(1,803)
Cash disbursed for construction in progress	459,948		79,158		92,631		631,737
Capital improvements to existing properties	352,099		48,052		75,865		476,016
Total cash invested in real property, net of cash acquired	$	2,765,024	$	125,208	$	523,541	$	3,413,773

On October 1, 2024, we acquired all of the shares of Care UK Holdings Limited, Care UK Midco Limited and Care UK Community Partnerships Limited (collectively, "Care UK") via a share purchase agreement. Care UK operates 136 seniors housing properties including owned properties, leasehold interests and development properties. All properties will continue to be managed by Care UK and will be reported within our Seniors Housing Operating segment.

The transaction was accounted for using the acquisition method of accounting in accordance with ASC 805, "Business Combinations" which requires, among other things, the assets acquired and the liabilities assumed to be recognized at their acquisition date fair value. We have not yet finalized the valuation of the assets acquired and liabilities assumed as of December 31, 2024. The primary areas of the acquisition accounting that are not yet finalized relate to the review of certain assumptions, inputs and estimates underlying the valuation of tangible and intangible assets and liabilities acquired. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the date of acquisition. Total consideration for the transaction, net of cash acquired, was $842,567,000, of which $21,251,000 is expected to be paid in 2025. Cash disbursed for assets and liabilities acquired, exclusive of unrestricted and restricted cash, is included within the cash disbursed for acquisitions, net of cash acquired line within the investing activities section of the Consolidated Statements of Cash Flows.


	As of 10/1/2024
Land and land improvements	$	72,392
Buildings and improvements	491,592
Acquired lease intangibles	277,302
Construction in progress	66,011
Real property held for sale	8,392
Right of use assets, net	893,893
Total net real estate assets	1,809,582
Receivables and other assets	135,379
Total assets acquired(1)	1,944,961

Lease liabilities	(918,258)
Accrued expenses and other liabilities	(184,136)
Total liabilities acquired	(1,102,394)
Total consideration	$	842,567

The preliminary purchase consideration allocation resulted in $87,192,000 in goodwill which is included within receivables and other assets in the table above. The factors contributing to the recognition of the amount of goodwill are based on several strategic benefits of the acquisition including the expanded presence in the U.K. market.

The operations related to the transaction are included in our results of operations from the date of acquisition. We recognized $188,308,000 of total revenue from such operations. Additionally, for the year ended December 31, 2024, we recognized $17,684,000 of transaction costs related to the transaction.

The following unaudited pro forma financial information presents consolidated financial information as if the transaction occurred on January 1, 2023. In the opinion of management, all significant necessary adjustments to reflect the effect of the transaction have been made. The following unaudited pro forma information is not indicative of future operations (in thousands):


	Year Ended
	December 31, 2024		December 31, 2023
Pro forma revenues	$	8,507,348	$	7,199,339
Pro forma net income attributable to common stockholders	$	946,050	$	216,075

Per share data (diluted)
Net income attributable to common stockholders (as reported)	$	1.57	$	0.66
Net income attributable to common stockholders (pro forma)	$	1.56	$	0.42

In February 2024, we entered into a definitive agreement to acquire 25 Seniors Housing Operating properties, which will be managed under the Affinity brand. During the year ended December 31, 2024, we closed on the acquisition of 22 properties with a purchase price of $807,954,000 through a combination of cash, the issuance of 203,328 OP Units and the assumption of $427,725,000 of secured debt. The acquisition of the remaining properties is expected to close during the first quarter of 2025, subject to customary closing conditions and lender consents.

During the year ended December 31, 2024, Welltower, which held a 25% minority interest in an existing equity method joint venture that owned 39 properties subject to triple-net leases with two tenants, acquired the remaining beneficial interest for $205,029,000 in cash, net of cash and restricted cash acquired. The properties were encumbered with secured debt with an aggregate principal balance of $532,575,000. We evaluated the acquisition and determined that the entity meets the criteria of a VIE and that we are its primary beneficiary; therefore, upon consolidation we recognized a gain of $182,642,000 in gains (losses) on real estate dispositions and acquisitions of controlling interests, net in the Consolidated Statements of Comprehensive Income in 2024. The fair value of the assets acquired and liabilities assumed is included in the Triple-net segment in the table above.

During the year ended December 31, 2023, we paid $69,606,000 to acquire the 45% redeemable noncontrolling ownership interest in two consolidated joint ventures with the Canadian Pension Plan Investment Board, which owned interests in ten medical office buildings. In conjunction with the transaction, $118,256,000 was removed from redeemable noncontrolling interests with the difference recorded to capital in excess of par value on our Consolidated Balance Sheets. The transaction is excluded from the table above.

In December 2022, ProMedica relinquished to Welltower its 15% interest in 147 skilled nursing facilities previously owned by the Welltower/ProMedica joint venture in exchange for a lease modification, which relieved ProMedica from its lease obligation on the properties and amended the lease on the remaining 58 assisted living and memory care properties that continue to be held by the Welltower/ProMedica joint venture. The reduction of ProMedica's noncontrolling interest of $273,504,000 resulting from its relinquishment of the interest in the joint venture is a non-cash financing activity excluded from our Consolidated Statement of Cash Flows. The 58 assisted living and memory care assets continue to be operated by ProMedica and backed by the existing guaranty. Concurrently, Welltower and Integra Healthcare Properties ("Integra") entered into master leases for the skilled nursing portfolio, which were subsequently subleased to regional operators.

Effective April 1, 2022, our leasehold interest related to the master lease with National Health Investors, Inc. ("NHI") for 17 properties assumed in conjunction with the Holiday Retirement acquisition was terminated as a result of the transition or sale of the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation with NHI. In conjunction with the agreement, a wholly owned subsidiary and the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in conjunction with the lease termination, during the year ended December 31, 2022, we recognized $58,621,000 in other income on our Consolidated Statements of Comprehensive Income from the derecognition of the right of use asset and related liability.