HEALTHPEAK PROPERTIES, INC. (Form: 8-K, Received: 05/04/2021 16:28:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 4, 2021

Date of Report (Date of earliest event reported)

Healthpeak Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-08895

33-0091377

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5050 South Syracuse Street, Suite 800

Denver, CO 80237

(Address of principal executive offices) (Zip Code)

(720) 428-5050

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	PEAK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2021, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the quarter ended March 31, 2021. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations Section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results. The press release and Discussion and Reconciliation of Non-GAAP Financial Measures are furnished herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by reference herein.

The information set forth in this Item 2.02 of this Current Report on Form 8-K and the related information in Exhibits 99.1 and 99.3 attached hereto are being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference therein.

Item 7.01 Regulation FD Disclosure.

A supplemental report containing financial results and related information of Healthpeak for the quarter ended March 31, 2021 is furnished as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations Section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results.

The information set forth in this Item 7.01 of this Current Report on Form 8-K and the related information in Exhibit 99.2 attached hereto is being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with, the Securities and Exchange Commission under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith:


No.						Description

99.1						Press Release dated May 4, 2021.

99.2						March 31, 2021, Supplemental Report.

99.3						March 31, 2021, Discussion and Reconciliation of Non-GAAP Financial Measures.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 4, 2021
	Healthpeak Properties, Inc.



	By:	/s/ Peter A. Scott
		Peter A. Scott
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

Healthpeak Reports First Quarter 2021 Results

DENVER, May 4, 2021 - Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the first quarter ended March 31, 2021.

FIRST QUARTER 2021 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS

–Net income of $0.27 per share, NAREIT FFO of $0.07 per share, FFO as Adjusted of $0.40 per share and blended Total Same-Store Portfolio Cash (Adjusted) NOI growth of 4.3%

–From our February 9, 2021 earnings release through April 30, 2021, closed on an additional $1 billion of senior housing sales including 31 SHOP assets at a blended 2.6% annualized trailing 3-month cap rate

▪$564 million sale of a 12-property SHOP portfolio, totaling 1,043 units, operated by Oakmont Senior Living

▪$334 million sale of a 10-property SHOP portfolio, totaling 1,428 units, operated by Discovery Senior Living and the sale of 2 loans and 2 preferred equity investments generating additional proceeds of $21 million

▪Through 5 separate transactions, sale of 9 SHOP properties totaling 879 units generating total proceeds of $114 million. The operators of the SHOP properties include Sonata (5), Milestone, Sunrise Senior Living, Capital Senior Living and Brookdale Senior Living.

–Acquisitions:

▪Acquired a 14-property medical office portfolio with 833,000 square feet for $371 million, an approximately 80,000 square foot on-campus medical office building in Denver, Colorado for $38 million and a 48,000 square foot on-campus medical office building in Nashville, Tennessee for $13 million

▪Closed on the first phase of the previously announced acquisition of 12 acres of land in South San Francisco, California for $61 million

–Development:

▪Completed 75 Hayden, a 100% leased, 214,000 square foot life science development in Lexington, Massachusetts

▪Announced commencement of Nexus on Grand development in South San Francisco, California and densification of Callan Ridge in Torrey Pines, California

–Balance sheet:

▪Completed the previously announced repayment of $1.45 billion senior unsecured notes due in 2023 and 2024 and announced the tender of up to $550 million of additional senior unsecured notes due in 2025

–The Board of Directors declared a quarterly common stock cash dividend of $0.30 per share to be paid on May 21, 2021, to stockholders of record as of the close of business on May 10, 2021

–Named to the Bloomberg Gender-Equality Index for the second consecutive year and named a Women’s Forum of New York Corporate Champion for the third time

FIRST QUARTER COMPARISON


	Three Months Ended March 31, 2021				Three Months Ended March 31, 2020
(in thousands, except per share amounts)	Amount		Per Share		Amount		Per Share
Net income (loss), diluted	$	143,337	$	0.27	$	279,979	$	0.54
NAREIT FFO, diluted	40,233		0.07		173,186		0.34
FFO as Adjusted, diluted	217,331		0.40		228,562		0.45
AFFO, diluted	186,135				209,214

Page 1

NAREIT FFO, FFO as Adjusted, AFFO, Same-Store Cash (Adjusted) NOI, Net Debt to Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "March 31, 2021 Discussion and Reconciliation of Non-GAAP Financial Measures” for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP on the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.

SAME-STORE ("SS") OPERATING SUMMARY

The table below outlines the year-over-year three-month SS Cash (Adjusted) NOI growth.


Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth
	Three Month		% of SS
Life science	8.5	%	47.9	%
Medical office	2.1	%	48.9	%
CCRC(1)	(16.5	%)	3.1	%
Total Portfolio(1)	4.3	%	100.0	%

(1)Excluding government grants received under the CARES Act, Same-Store year-over-year three-month Cash (Adjusted) NOI growth would have been (18.6%) for CCRC and 4.2% for Total Portfolio.

SENIOR HOUSING (SHOP AND NNN) DISPOSITIONS

Continued progress on the sale of $4 billion of senior housing assets:

▪Cumulative gross proceeds from closed sales of $3.5 billion since July 2020

◦105 SHOP assets containing 11,228 units generating gross proceeds of $2.34 billion at a blended 2.9% annualized trailing 3-month cap rate

◦47 NNN assets containing 4,495 units generating gross proceeds of $1.05 billion at a blended 7.8% annualized trailing 3-month lease yield and a blended 5.5% annualized trailing 3-month EBITDAR yield

◦$138 million from loan sales and repayments

▪Purchase and sale agreements and / or offer letters executed on an additional $0.4 billion of senior housing assets

Newly disclosed transactions closed subsequent to our February 9, 2021 earnings release:

▪$564 million sale of a 12-property SHOP portfolio, totaling 1,043 units, operated by Oakmont Senior Living

▪Through 6 separate transactions, sale of 2 NNN properties totaling 107 units operated by Next Step Senior Care and 9 SHOP properties totaling 879 units generating total proceeds of $121 million. The operators of the SHOP properties include Sonata (5), Milestone, Sunrise Senior Living, Capital Senior Living and Brookdale Senior Living.

Previously disclosed transactions closed during the first quarter include:

▪$664 million sale of a 32-property SHOP portfolio, totaling 3,235 units, operated by Sunrise Senior Living. Seller financing of $410 million was provided to the purchaser.

▪$510 million sale of a 24-property NNN portfolio, totaling 2,552 units, operated by Brookdale Senior Living. As part of this transaction, Healthpeak was relieved of the remaining $30 million cap-ex obligation.

▪$230 million sale of a portfolio of 16 SHOP properties, totaling 1,801 units, located predominantly in Texas. The operators include Capital Senior Living (7), Atria Senior Living (6) and Life Care Services (3). Seller financing of $150 million was provided to the purchaser.

▪$132 million sale of an 8-property NNN portfolio, totaling 790 units, operated by Harbor Retirement Associates

Previously disclosed transactions closed in 2020 include:

▪$358 million sale of a 10-property NNN portfolio, totaling 702 units, operated by Aegis Senior Living

Page 2

▪$312 million sale of a 12-property SHOP portfolio, totaling 1,561 units, operated by Atria Senior Living. Seller financing of approximately $60 million was provided to the purchaser.

▪Through 7 separate transactions, $168 million of sales of 14 SHOP properties and 3 NNN properties, totaling 1,625 units. The operators include Atria Senior Living (7), Capital Senior Living (3), Sunrise Senior Living (3), Saber (2), Elmcroft by Eclipse (1), and LCB (1).

▪$109 million sale of the 620 Terry development loan

ACQUISITION UPDATE

14-PROPERTY MOB PORTFOLIO

In April, Healthpeak acquired a 14-property, 833,000 square foot MOB portfolio for $371 million in an off-market transaction. The portfolio is 89% occupied with a weighted average lease term of 6.8 years. 100% of the portfolio is on-campus or affiliated with investment grade health system tenants including Bon Secours Mercy Health, Inova Health System, NorthShore University HealthSystem, Fairview Health Services and PeaceHealth. The portfolio is primarily located in top 25 MSAs including Minneapolis, Chicago, Philadelphia, Washington D.C., Los Angeles and Dallas. The blended cash capitalization rate is approximately 5.2% at closing, and high 5% upon stabilization.

Healthpeak has also entered into an option agreement to acquire approximately $150 million of additional MOBs with health system affiliations, which it may elect to exercise within six months post-closing.

SKY RIDGE CAMPUS MOB

In April, acquired a recently-developed 80,000 square foot MOB located on HCA's Sky Ridge Medical Center campus (“Sky Ridge”) in Denver, Colorado for $38 million in an off-market transaction, representing a cash capitalization rate of approximately 5.5% upon lease-up and stabilization. This brings Healthpeak’s on-campus MOB ownership at Sky Ridge to 420,000 square feet.

CENTENNIAL CAMPUS MOB

In February, acquired a 48,000 square foot on-campus MOB located on HCA’s TriStar Centennial campus in Nashville, Tennessee for $13 million in an off-market transaction, representing a stabilized cash capitalization rate of 6%. This highly strategic property brings total Healthpeak-owned MOBs on the campus to 662,000 square feet and provides additional leasing flexibility to accommodate tenant growth over time.

SOUTH SAN FRANCISCO LAND

In April, closed on the first phase of the previously announced acquisition of 12 acres of land in South San Francisco, California for $61 million in an off-market transaction. Healthpeak is under contract to acquire the remaining parcels for an additional $67.5 million.

The 12 acre site is adjacent to Healthpeak’s Forbes Research land, and the combination of the two sites, to be branded as "Vantage," forms a contiguous 20 acres, enabling the development of a multi-phase, scalable campus totaling 1 million square feet or more, subject to final entitlements.

DEVELOPMENT UPDATES

75 HAYDEN DEVELOPMENT COMPLETION

In the first quarter, Healthpeak completed construction of the remaining 121,000 square feet at 75 Hayden in the Lexington submarket of Boston, Massachusetts. The $151 million, 214,000 square foot building is 100% leased and 86% occupied. Occupancy of the remaining 30,000 square feet is expected in the second quarter. With the addition of 75 Hayden, the Hayden Research Campus now totals approximately 610,000 square feet across three buildings and is 100% leased.

NEXUS ON GRAND

As previously announced, Healthpeak will commence construction of Nexus on Grand located in South San Francisco, California. The $159 million, Class A development will consist of a five-story building totaling approximately 141,000 square feet with an adjacent parking structure. The purpose-built lab building will feature state-of-the-art design, prominent location on East Grand Avenue, flexible and efficient floor plates, and lab-ready building systems that will accommodate life science uses.

Page 3

CALLAN RIDGE

As previously announced, Healthpeak will proceed with the densification of its Callan Ridge campus located in the Torrey Pines submarket of San Diego. The $135 million project will more than double the current leasable area by replacing an outmoded 90,000 square foot building with a new Class A two-building campus totaling approximately 185,000 square feet. Located in the heart of Healthpeak's 20+ acre Torrey Pines Science Park, Callan Ridge will feature a green roof viewing deck with unparalleled coastal and canyon views, as well as flexible floor plates and building systems designed to support life science uses.

BALANCE SHEET

SENIOR UNSECURED NOTES

As previously announced, during the first quarter, Healthpeak repaid a total of $1.45 billion of senior unsecured notes with maturity dates in 2023 and 2024 with a weighted average coupon of approximately 4%. Total debt extinguishment costs were $164 million, of which $145 million represents mark to market adjustments.

On May 4, using proceeds generated from senior housing sales, commenced tender offers of up to an additional $550 million of senior unsecured notes maturing in 2025 with a weighted average coupon of 3.7%. Pro forma for the $550 million debt repayment, Healthpeak's weighted average debt maturity is 6.5 years with a weighted average interest rate of 3.0%. Healthpeak has no senior unsecured notes maturing until February 2025.

DIVIDEND

On April 29, Healthpeak announced that its Board declared a quarterly common stock cash dividend of $0.30 per share to be paid on May 21, 2021, to stockholders of record as of the close of business on May 10, 2021.

ESG

Healthpeak's position as a leader in environmental, social and governance (ESG) performance continues to be recognized by various organizations around the world. For the second consecutive year, Healthpeak was named to the Bloomberg Gender-Equality Index. Additionally, for the third time, Healthpeak was named a Women’s Forum of New York Corporate Champion. More information about Healthpeak's ESG efforts, including a link to our ESG Report, is available on our website at www.healthpeak.com/esg.

2021 GUIDANCE

For full year 2021, we are updating the following guidance ranges:

▪Diluted earnings per common share from $1.02 – $1.12 to $0.98 – $1.06

▪Diluted NAREIT FFO per share from $1.05 – $1.15 to $1.09 – $1.17

▪Diluted FFO as Adjusted per share from $1.50 – $1.60 to $1.53 – $1.61

▪Blended Total Portfolio Same-Store Cash (Adjusted) NOI growth from 1.50% – 3.00% to 1.75% – 3.25%

COMPANY INFORMATION

Healthpeak has scheduled a conference call and webcast for Wednesday, May 5, 2021, at 10:00 a.m. Mountain Time (12:00 p.m. Eastern Time) to present its performance and operating results for the first quarter ended March 31, 2021. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (international). The conference ID number is 4124691. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.healthpeak.com. An archive of the webcast will be available on Healthpeak's website through May 5, 2022, and a telephonic replay can be accessed through May 19, 2021, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (international) and entering conference ID number 10153846. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website.

ABOUT HEALTHPEAK

Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns and develops high-quality real estate in the three private-pay healthcare asset classes of Life Science, Medical Office and CCRCs. At Healthpeak, we pair our deep understanding of the healthcare real estate market with a strong vision for long-term growth. For more information regarding Healthpeak, visit www.healthpeak.com.

Page 4

FORWARD-LOOKING STATEMENTS

Statements in this release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions, leasing activity and commitments, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; (iii) statements regarding the impact of the COVID-19 pandemic on our business, financial condition and results of operations; and (iv) the information presented under the heading "2021 Guidance." Pending dispositions, including those subject to binding agreements, remain subject to closing conditions and may not close within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: the severity and duration of the COVID-19 pandemic; actions that have been taken and may continue to be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the impact of the COVID-19 pandemic and health and safety measures taken to reduce the spread; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; the imposition of laws or regulations prohibiting the eviction of our tenants, including new governmental efforts in response to COVID-19; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants’ and operators’ leases and borrowers’ loans; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses, including as a result of hurricanes, earthquakes and other natural disasters, pandemics such as COVID-19, acts of war and/or terrorism and other events that may cause such losses and/or performance declines by us or our tenants and operators; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners’ financial condition and continued cooperation; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our or our counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; our ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including the ongoing economic downturn, volatility in the financial markets and high unemployment rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; our ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.

CONTACT

Andrew Johns

Vice President – Corporate Finance and Investor Relations

720-428-5400

Page 5

Healthpeak Properties, Inc.

Consolidated Balance Sheets

In thousands, except share and per share data

(unaudited)


	March 31, 2021		December 31, 2020
Assets
Real estate:
Buildings and improvements	$	11,149,249	$	11,048,433
Development costs and construction in progress	642,879		613,182
Land	1,865,806		1,867,278
Accumulated depreciation and amortization	(2,508,986)		(2,409,135)
Net real estate	11,148,948		11,119,758
Net investment in direct financing leases	44,706		44,706
Loans receivable, net of reserves of $14,134 and $10,280	740,142		195,375
Investments in and advances to unconsolidated joint ventures	399,841		402,871
Accounts receivable, net of allowance of $3,884 and $3,994	38,879		42,269
Cash and cash equivalents	34,007		44,226
Restricted cash	68,033		67,206
Intangible assets, net	495,919		519,917
Assets held for sale and discontinued operations, net	1,374,507		2,626,306
Right-of-use asset, net	198,426		192,349
Other assets, net	650,518		665,106
Total assets	$	15,193,926	$	15,920,089

Liabilities and Equity
Bank line of credit and commercial paper	$	1,038,150	$	129,590
Term loan	249,243		249,182
Senior unsecured notes	4,255,697		5,697,586
Mortgage debt	219,959		221,621
Intangible liabilities, net	138,617		144,199
Liabilities related to assets held for sale and discontinued operations, net	328,167		415,737
Lease liability	184,425		179,895
Accounts payable, accrued liabilities, and other liabilities	697,040		763,391
Deferred revenue	765,946		774,316
Total liabilities	7,877,244		8,575,517
Commitments and contingencies

Common stock, $1.00 par value: 750,000,000 shares authorized; 538,885,793 and 538,405,393 shares issued and outstanding	538,886		538,405
Additional paid-in capital	10,223,711		10,229,857
Cumulative dividends in excess of earnings	(3,994,562)		(3,976,232)
Accumulated other comprehensive income (loss)	(3,497)		(3,685)
Total stockholders’ equity	6,764,538		6,788,345

Joint venture partners	352,986		357,069
Non-managing member unitholders	199,158		199,158
Total noncontrolling interests	552,144		556,227

Total equity	7,316,682		7,344,572

Total liabilities and equity	$	15,193,926	$	15,920,089

Page 6

Healthpeak Properties, Inc.

Consolidated Statements of Operations

In thousands, except per share data

(unaudited)


	Three Months Ended March 31,
	2021		2020

Revenues:
Rental and related revenues	$	327,972	$	282,317
Resident fees and services	116,128		91,780
Income from direct financing leases	2,163		3,269
Interest income	9,013		3,688
Total revenues	455,276		381,054

Costs and expenses:
Interest expense	46,843		55,691
Depreciation and amortization	157,538		125,112
Operating	181,761		237,377
General and administrative	24,902		22,349
Transaction costs	798		14,563

Impairments and loan loss reserves (recoveries), net	3,242		11,107
Total costs and expenses	415,084		466,199
Other income (expense):
Gain (loss) on sales of real estate, net	—		2,069
Gain (loss) on debt extinguishments	(164,292)		833
Other income (expense), net	2,200		210,653
Total other income (expense), net	(162,092)		213,555

Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	(121,900)		128,410
Income tax benefit (expense)	(8)		29,868
Equity income (loss) from unconsolidated joint ventures	1,323		(11,146)
Income (loss) from continuing operations	(120,585)		147,132

Income (loss) from discontinued operations	270,008		135,408

Net income (loss)	149,423		282,540
Noncontrolling interests’ share in continuing operations	(3,306)		(3,463)
Noncontrolling interests’ share in discontinued operations	(329)		3
Net income (loss) attributable to Healthpeak Properties, Inc.	145,788		279,080

Participating securities’ share in earnings	(2,451)		(1,616)
Net income (loss) applicable to common shares	$	143,337	$	277,464

Basic earnings (loss) per common share:
Continuing operations	$	(0.23)	$	0.28
Discontinued operations	0.50		0.27
Net income (loss) applicable to common shares	$	0.27	$	0.55

Diluted earnings (loss) per common share:
Continuing operations	$	(0.23)	$	0.28
Discontinued operations	0.50		0.26
Net income (loss) applicable to common shares	$	0.27	$	0.54

Weighted average shares outstanding:
Basic	538,679		506,476
Diluted	538,679		515,045

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Healthpeak Properties, Inc.

Funds From Operations

In thousands, except per share data

(unaudited)


	Three Months Ended March 31,
	2021		2020

Net income (loss) applicable to common shares	$	143,337	$	277,464
Real estate related depreciation and amortization(1)	157,538		189,276
Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures	4,453		29,610
Noncontrolling interests' share of real estate related depreciation and amortization	(4,881)		(4,852)
Other real estate-related depreciation and amortization	—		1,237
Loss (gain) on sales of depreciable real estate, net(1)	(259,662)		(164,869)
Healthpeak's share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures	—		(7,729)

Loss (gain) upon change of control, net(2)	(1,042)		(167,434)
Taxes associated with real estate dispositions	490		(11,876)
Impairments (recoveries) of depreciable real estate, net(1)	—		30,722


NAREIT FFO applicable to common shares	40,233		171,549
Distributions on dilutive convertible units and other	—		1,637
Diluted NAREIT FFO applicable to common shares	$	40,233	$	173,186
Diluted NAREIT FFO per common share	$	0.07	$	0.34
Weighted average shares outstanding - diluted NAREIT FFO	539,016		513,123
Impact of adjustments to NAREIT FFO:
Transaction-related items(3)	$	4,113	$	92,379
Other impairments (recoveries) and other losses (gains), net(4)	3,242		(33,306)
Restructuring and severance related charges	2,463		—
Loss (gain) on debt extinguishments	164,292		(833)
Litigation costs (recoveries)	—		106
Casualty-related charges (recoveries), net	1,048		—
Foreign currency remeasurement losses (gains)	—		10

Tax rate legislation impact(5)	—		(2,892)
Total adjustments	175,158		55,464
FFO as Adjusted applicable to common shares	215,391		227,013
Distributions on dilutive convertible units and other	1,940		1,549
Diluted FFO as Adjusted applicable to common shares	$	217,331	$	228,562
Diluted FFO as Adjusted per common share	$	0.40	$	0.45
Weighted average shares outstanding - diluted FFO as Adjusted	546,342		513,123

_______________________________________

(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations and the detailed financial information in the Discontinued Operations Reconciliation section of the Supplemental Report.

(2)For the three months ended March 31, 2020, includes a $170 million gain upon consolidation of 13 continuing care retirement communities ("CCRCs") in which we acquired Brookdale's interest and began consolidating during the first quarter of 2020. Gains and losses upon change of control are included in other income (expense), net in the Consolidated Statements of Operations.

(3)For the three months ended March 31, 2020, includes the termination fee and transition fee expenses related to terminating the management agreements with Brookdale for 13 CCRCs and transitioning those communities to Life Care Services, LLC, partially offset by the tax benefit recognized related to those expenses. The expenses related to terminating management agreements are included in operating expenses in the Consolidated Statements of Operations.

(4)For the three months ended March 31, 2021 and 2020, includes reserves for loan losses under the current expected credit losses accounting standard in accordance with Accounting Standards Codification 326, Financial Instruments – Credit Losses ("ASC 326"). The three months ended March 31, 2020 also includes a gain on sale of a hospital that was in a direct financing lease ("DFL") which is included in other income (expense), net in the Consolidated Statements of Operations.

(5)For the three months ended March 31, 2020, represents the tax benefit from the CARES Act, which extended the net operating loss carryback period to five years.

Page 8

Healthpeak Properties, Inc.

Adjusted Funds From Operations

In thousands

(unaudited)


	Three Months Ended March 31,
	2021		2020
FFO as Adjusted applicable to common shares	$	215,391	$	227,013
Amortization of stock-based compensation	4,364		3,987
Amortization of deferred financing costs	2,213		2,582
Straight-line rents	(9,135)		(6,229)

AFFO capital expenditures	(20,710)		(21,791)
Lease restructure payments	377		291

Deferred income taxes	(1,723)		4,787
Other AFFO adjustments	(5,979)		(3,064)
AFFO applicable to common shares	184,798		207,576
Distributions on dilutive convertible units and other	1,337		1,638
Diluted AFFO applicable to common shares	$	186,135	$	209,214
Weighted average shares outstanding - diluted AFFO	544,517		513,123

Page 9

Exhibit 99.3

Discussion and

Reconciliation of Non-

GAAP Financial Measures

March 31, 2021

(Unaudited)


Definitions

Adjusted Fixed Charge Coverage Adjusted EBITDAre divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental measure of liquidity and our ability to meet interest payments on our outstanding debt and pay dividends to our preferred stockholders, if applicable. Our various debt agreements contain covenants that require us to maintain ratios similar to Adjusted Fixed Charge Coverage and credit rating agencies utilize similar ratios in evaluating and determining the credit rating on certain of our debt instruments. Adjusted Fixed Charge Coverage is subject to the same limitations and qualifications as Adjusted EBITDAre and Fixed Charges.

Adjusted Funds Available for Distribution (“AFFO”) AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) amortization of stock-based compensation, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, and (v) other AFFO adjustments which includes: (a) amortization of acquired market lease intangibles, net, (b) non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), (c) actuarial reserves for insurance claims that have been incurred but not reported, and (d) amortization of deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO: (i) is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements and (ii) includes lease restructure payments and adjustments to compute our share of AFFO from our unconsolidated joint ventures. More specifically, recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements ("AFFO capital expenditures") excludes our share from unconsolidated joint ventures (reported in “other AFFO adjustments”). Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (reported in “other AFFO adjustments”). See FFO for further disclosure regarding our use of pro-rata share information and its limitations. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Although our AFFO computation may not be comparable to that of other REITs, management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. We believe AFFO is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, (iv) restructuring and severance-related charges, and (v) actual cash receipts from interest income recognized on loans receivable (in contrast to our AFFO adjustment to exclude non-cash interest and depreciation related to our investments in direct financing leases). Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP.

Consolidated Debt The carrying amount of bank line of credit, commercial paper, term loans, senior unsecured notes, and mortgage debt, as reported in our consolidated financial statements.

Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to our unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated financial statements. Consolidated Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.

Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in our consolidated financial statements.

Continuing Care Retirement Community (“CCRC”) A senior housing facility which provides at least three levels of care (i.e., independent living, assisted living and skilled nursing).

Debt Investments Loans secured by a direct interest in real estate and mezzanine loans.

Direct Financing Lease ("DFL") Lease for which future minimum lease payments are recorded as a receivable and the difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield.


			2


Definitions

EBITDAre and Adjusted EBITDAre EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and intended for real estate companies. It represents earnings before interest expense, income taxes, depreciation and amortization, gains or losses from sales of depreciable property (including gains or losses on change in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre is defined as EBITDAre excluding impairments (recoveries) related to non-depreciable assets, transaction-related items, prepayment costs (benefits) associated with early retirement or payment of debt, severance and related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock compensation expense, and foreign currency remeasurement losses (gains). EBITDAre and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same basis. We consider EBITDAre and Adjusted EBITDAre important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate our operating performance and serve as additional indicators of our ability service our debt obligations. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDAre and Adjusted EBITDAre.

Enterprise Debt Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.

Enterprise Gross Assets Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.

Enterprise Secured Debt Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Enterprise Secured Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.

Entrance Fee Certain of our communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For net income, NOI, Adjusted NOI, NAREIT FFO, FFO as Adjusted, and AFFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident’s entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities.

Financial Leverage Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.

Fixed Charges Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges also includes our pro rata share of the interest expense plus capitalized interest plus preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measure of our interest payments on outstanding debt and dividends to preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations.

Funds From Operations (“NAREIT FFO”) and FFO as Adjusted FFO encompasses NAREIT FFO and FFO as Adjusted, each of which is described in detail below. We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue.


			3


Definitions

NAREIT FFO. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate and other real estate-related depreciation and amortization, and adjustments to compute our share of NAREIT FFO and FFO as Adjusted (see below) from joint ventures. Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of NAREIT FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our NAREIT FFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro-rata presentations of reconciling items included in NAREIT FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.

The presentation of pro-rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro-rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro-rata financial information as a supplement.

NAREIT FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute NAREIT FFO in accordance with the current NAREIT definition; however, other REITs may report NAREIT FFO differently or have a different interpretation of the current NAREIT definition from ours.

FFO as Adjusted. In addition, we present NAREIT FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction-related items, other impairments (recoveries) and other losses (gains), losses (gains) from the sale of non-depreciable assets, restructuring and severance related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), foreign currency remeasurement losses (gains), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). Transaction-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the NAREIT defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs.

Investment and Portfolio Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization and (ii) the carrying amount of DFLs and Debt Investments. Portfolio Investment also includes our pro rata share of the real estate assets and intangibles held in our unconsolidated JVs, presented on the same basis as Investment, and excludes noncontrolling interests' pro rata share of the real estate assets and intangibles held in our consolidated JVs, presented on the same basis. Investment and Portfolio Investment exclude land held for development.

Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents from our unconsolidated JVs. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.


			4


Definitions

Net Debt to Adjusted EBITDAre Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations.

Net Operating Income (“NOI”) and Cash (Adjusted) NOI NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, income from direct financing leases, and government grant income and exclusive of interest income), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. NOI and Adjusted NOI include our share of income (loss) generated by unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measures because they provide relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use NOI and Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Same-Store (“SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI.

Operating expenses generally relate to leased medical office and life science properties, as well as SHOP and CCRC facilities. We generally recover all or a portion of our leased medical office and life science property expenses through tenant recoveries. We present expenses as operating or general and administrative based on the underlying nature of the expense.

Portfolio Adjusted NOI Portfolio Adjusted NOI is Portfolio Cash Real Estate Revenues less Portfolio Cash Operating Expenses.

Portfolio Cash Operating Expenses Consolidated cash operating expenses plus the Company's pro rata share of cash operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of cash operating expenses from consolidated JVs. Portfolio Cash Operating Expenses represent property level operating expenses (which exclude transition costs) after eliminating the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.

Portfolio Income Cash (Adjusted) NOI plus interest income plus our pro rata share of Cash (Adjusted) NOI from our unconsolidated JVs less noncontrolling interests' pro rata share of Cash (Adjusted) NOI from consolidated JVs.

Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues Portfolio Real Estate Revenues include rental related revenues, resident fees and services, income from DFLs, and government grant income which is included in Other income (expense), net in our Consolidated Statement of Operations. Portfolio Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Portfolio Cash Real Estate Revenues include Portfolio Real Estate Revenues after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.

Revenue Per Occupied Room ("REVPOR") CCRC The 3-month average Cash Real Estate Revenues per occupied unit excluding Cash NREFs for the most recent period available. REVPOR CCRC excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure (such as triple-net to SHOP) during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the CCRC portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. REVPOR CCRC is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of our CCRC assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our CCRC assets.

REVPOR Other The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR Other excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the Other portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. REVPOR Other is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of our other assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our other assets.


			5


Definitions

REVPOR SHOP The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure (such as triple-net to SHOP) during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the SHOP portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. REVPOR SHOP is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of our SHOP assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our SHOP assets.

RIDEA A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its parent REIT and hire an independent contractor to operate the facility.

Same-Store ("SS") Same-Store NOI and Cash (Adjusted) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our consolidated portfolio of properties. Same-Store Adjusted NOI excludes amortization of deferred revenue from tenant-funded improvements and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.

Properties are included in Same-Store once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a conversion from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, a change in reporting structure or operator transition has been agreed to, or a significant tenant relocates from a Same-Store property to a non Same-Store property and that change results in a corresponding increase in revenue. We do not report Same-Store metrics for our other non-reportable segments.

Secured Debt Ratio Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of Total Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.

Segments The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) life science; (ii) medical office; (iii) continuing care retirement community (“CCRC”), and (iv) other non-reportable segment. During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and Senior Housing Operating (“SHOP”) portfolios, which until the quarter ended December 31, 2020 had separately been disclosed as two segments.

Share of Consolidated Joint Ventures ("JVs") Noncontrolling interests' pro rata share information is prepared by applying noncontrolling interests' actual ownership percentage for the period and is intended to reflect noncontrolling interests' proportionate economic interest in the financial position and operating results of properties in our portfolio.

Share of Unconsolidated Joint Ventures Our pro rata share information is prepared by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio.

Stabilized / Stabilization Newly acquired operating assets are generally considered Stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered Stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure, such as a conversion from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure.


			6


Reconciliations
In thousands

Funds From Operations


	Three Months Ended March 31,
	2021		2020
Net income (loss) applicable to common shares	$	143,337	$	277,464
Real estate related depreciation and amortization(1)	157,538		189,276
Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures	4,453		29,610
Noncontrolling interests' share of real estate related depreciation and amortization	(4,881)		(4,852)
Other real estate-related depreciation and amortization	—		1,237
Loss (gain) on sales of depreciable real estate, net(1)	(259,662)		(164,869)
Healthpeak's share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures	—		(7,729)

Loss (gain) upon change of control, net(2)	(1,042)		(167,434)
Taxes associated with real estate dispositions	490		(11,876)
Impairments (recoveries) of depreciable real estate, net(1)	—		30,722


NAREIT FFO applicable to common shares	40,233		171,549
Distributions on dilutive convertible units and other	—		1,637
Diluted NAREIT FFO applicable to common shares	$	40,233	$	173,186

Weighted average shares outstanding - diluted NAREIT FFO	539,016		513,123

Impact of adjustments to NAREIT FFO:
Transaction-related items(3)	$	4,113	$	92,379
Other impairments (recoveries) and other losses (gains), net(4)	3,242		(33,306)
Restructuring and severance related charges	2,463		—
Loss (gain) on debt extinguishments	164,292		(833)
Litigation costs (recoveries)	—		106
Casualty-related charges (recoveries), net	1,048		—
Foreign currency remeasurement losses (gains)	—		10

Tax rate legislation impact(5)	—		(2,892)
Total adjustments	175,158		55,464
FFO as Adjusted applicable to common shares	215,391		227,013
Distributions on dilutive convertible units and other	1,940		1,549
Diluted FFO as Adjusted applicable to common shares	$	217,331	$	228,562

Weighted average shares outstanding - diluted FFO as Adjusted	546,342		513,123

Diluted earnings per common share	$	0.27	$	0.54
Depreciation and amortization	0.29		0.42
Loss (gain) on sales of depreciable real estate, net	(0.48)		(0.33)
Loss (gain) upon change of control, net(1)	(0.01)		(0.33)
Taxes associated with real estate dispositions	0.00		(0.02)
Impairments (recoveries) of depreciable real estate, net	—		0.06
Diluted NAREIT FFO per common share	$	0.07	$	0.34
Transaction-related items(3)	0.01		0.18
Other impairments (recoveries) and other losses (gains), net(4)	0.01		(0.06)
Restructuring and severance related charges	0.01		—
Loss (gain) on debt extinguishments	0.30		0.00




Tax rate legislation impact(5)	—		(0.01)
Diluted FFO as Adjusted per common share	$	0.40	$	0.45


			7


Reconciliations
In thousands

Adjusted Funds From Operations


	Three Months Ended March 31,
	2021		2020
FFO as Adjusted applicable to common shares	$	215,391	$	227,013
Amortization of stock-based compensation	4,364		3,987
Amortization of deferred financing costs	2,213		2,582
Straight-line rents	(9,135)		(6,229)
AFFO capital expenditures	(20,710)		(21,791)
Lease restructure payments	377		291

Deferred income taxes	(1,723)		4,787
Other AFFO adjustments	(5,979)		(3,064)
AFFO applicable to common shares	184,798		207,576
Distributions on dilutive convertible units and other	1,337		1,638
Diluted AFFO applicable to common shares	$	186,135	$	209,214

Weighted average shares outstanding - diluted AFFO	544,517		513,123

______________________________________

(5)For the three months ended March 31, 2020, represents the tax benefit from the CARES Act, which extended the net operating loss carryback period to five years.


			8


Reconciliations
Per share data

Projected Future Operations(1)


	Full Year 2021
	Low		High
Diluted earnings per common share	$	0.98	$	1.06
Real estate related depreciation and amortization	1.22		1.22
Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures	0.03		0.03
Noncontrolling interests' share of real estate related depreciation and amortization	(0.03)		(0.03)

Loss (gain) on sales of depreciable real estate, net	(1.12)		(1.12)

Noncontrolling interests' share of gain (loss) on sale of depreciable real estate, net	0.01		0.01

Diluted NAREIT FFO per common share	$	1.09	$	1.17
Transaction-related items	0.01		0.01
Other impairments (recoveries) and other losses (gains), net(2)	0.06		0.06

Loss (gain) on extinguishment of debt	0.37		0.37

Diluted FFO as adjusted per common share	$	1.53	$	1.61

______________________________________

(1)The foregoing projections reflect management's view of current and future market conditions as of May 4, 2021 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release for the quarter ended March 31, 2021 that was issued on May 4, 2021. However, these projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and expenses related to existing or future litigation matters. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent management's best estimates based upon the underlying assumptions as of May 4, 2021. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.

(2)The majority of the balance represents the anticipated write off of goodwill related to the disposition of NNN and SHOP portfolios.


			9


Reconciliations
In millions

Projected SS Cash NOI(1)(2)

For the projected year 2021 (low)


	Life Science		Medical Office		CCRC(3)		Other(4)		Corporate Adjustments and Discontinued Operations		Total
Portfolio Cash (Adjusted) NOI(5)	$	491	$	405	$	87	$	10	$	15	$	1,008
Interest income	—		—		—		23		—		23
Portfolio Income	491		405		87		33		15		1,031
Interest income	—		—		—		(23)		—		(23)
Non-cash adjustments to cash NOI(6)	40		10		11		—		(9)		52
NOI	531		415		97		10		6		1,060
Non-SS NOI	(179)		(85)		(80)		(10)		(6)		(361)
SS NOI	353		330		17		—		—		700
Non-cash adjustments to SS NOI(6)	(11)		(5)		—		—		—		(17)
SS Cash (Adjusted) NOI	$	342	$	325	$	17	$	—	$	—	$	683
Addback adjustments(7)											378
Other income and expenses(8)											658
Costs and expenses(9)											(1,134)
Other impairments (recoveries), net(10)											(32)
Net income (loss)											$	552

For the projected year 2021 (high)


	Life Science		Medical Office		CCRC(3)		Other(4)		Corporate Adjustments and Discontinued Operations		Total
Portfolio Cash (Adjusted) NOI(5)	$	500	$	409	$	111	$	20	$	17	$	1,056
Interest income	—		—		—		33		—		33
Portfolio Income	500		409		111		53		17		1,089
Interest income	—		—		—		(33)		—		(33)
Non-cash adjustments to cash NOI(6)	40		10		(4)		—		(9)		38
NOI	540		419		107		20		8		1,094
Non-SS NOI	(184)		(86)		(86)		(20)		(8)		(384)
SS NOI	356		333		21		—		—		710
Non-cash adjustments to SS NOI(6)	(12)		(5)		—		—		—		(17)
SS Cash (Adjusted) NOI	$	345	$	328	$	21	$	—	$	—	$	693
Addback adjustments(7)											402
Other income and expenses(8)											668
Costs and expenses(9)											(1,134)
Other impairments (recoveries), net(10)											(32)
Net income (loss)											$	596


			10


Reconciliations
In millions

For the year ended December 31, 2020


	Life Science		Medical Office		CCRC(3)		Other(4)		Corporate Adjustments and Discontinued Operations		Total
Portfolio Cash (Adjusted) NOI(5)	$	411	$	390	$	113	$	21	$	204	$	1,140
Interest income	—		—		—		17		—		17
Portfolio Income	411		390		113		38		204		1,156
Interest income	—		—		—		(17)		—		(17)
Non-cash adjustments to cash NOI(6)	20		6		(97)		(1)		(16)		(88)
NOI	431		396		16		21		188		1,052
Non-SS NOI	(93)		(70)		8		(21)		(188)		(364)
SS NOI	338		325		25		—		—		688
Non-cash adjustments to SS NOI(6)	(12)		(6)		—		—		—		(18)
SS Cash (Adjusted) NOI	$	327	$	319	$	25	$	—	$	—	$	670
Addback adjustments(7)											382
Other income and expenses(8)											721
Costs and expenses(9)											(1,101)
Other impairments (recoveries), net											(244)
Net income (loss)											$	428

Projected SS Cash NOI Changed for the full year 2021


	Life Science		Medical Office		CCRC		Total
Low	4.50	%	1.75	%	(30.00)	%	1.75	%
High	5.50	%	2.75	%	(15.00)	%	3.25	%

______________________________________

(2)May not foot, cross foot, or recalculate due to rounding and adjustments made to SS high and low ranges reported by segments.

(3)The 13 CCRCs operated by LCS are not included in the 2021 full year SS pools, however, are included in Portfolio Cash NOI with the low of $70 million and high of $90 million.

(4)Portfolio Cash NOI for Other represents the Company's share of its unconsolidated investment in SWF SH JV portfolio, with the low of $10 million and the high of $20 million.

(5)Represents rental and related revenues, tenant recoveries, resident fees and services, and other income from DFLs, less property level operating expenses, including our share of joint ventures.

(6)Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, the deferral of community fees, net of amortization, management contract termination expense, actuarial reserves for insurance claims that have been incurred but not reported, and lease termination fees.

(7)Represents non-SS NOI and non-cash adjustments to SS NOI.

(8)Represents interest income, gain (loss) on sales of real estate, net, other income (expense), net, income taxes benefit (expense), and equity income (loss) from unconsolidated joint ventures, excluding NOI.

(9)Represents interest expense, depreciation and amortization, general and administrative, transaction costs, and loss on debt extinguishments.

(10)The majority of the balance represents the anticipated write off of goodwill related to the disposition of NNN and SHOP portfolios.


			11


Reconciliations
In thousands


Enterprise Gross Assets and Portfolio Investment


	March 31, 2021
	Life Science		Medical Office		CCRC		Other		Senior Housing Triple-net(1)		SHOP(1)		Corporate Non-segment		Total
Consolidated total assets(2)	$	6,535,764	$	3,964,297	$	2,157,139	$	1,104,942	$	92,330	$	1,191,954	$	147,500	$	15,193,926
Investments in and advances to unconsolidated JVs (3)	(24,786)		(9,613)		(6,481)		(358,961)		—		(5,776)		—		(405,617)
Accumulated depreciation and amortization(4)	1,045,315		1,583,000		219,958		—		34,840		189,832		—		3,072,945
Consolidated Gross Assets	$	7,556,293	$	5,537,684	$	2,370,616	$	745,981	$	127,170	$	1,376,010	$	147,500	$	17,861,254
Healthpeak's share of unconsolidated JV gross assets	53,699		18,538		68,720		471,902		—		26,922		—		639,781
Enterprise Gross Assets	$	7,609,992	$	5,556,222	$	2,439,336	$	1,217,883	$	127,170	$	1,402,932	$	147,500	$	18,501,035

Land held for development	(73,270)		(3,252)		—		—		—		—		—		(76,522)

Fully depreciated real estate and intangibles	387,171		498,275		14,294		—		13,080		153,775		—		1,066,595
Non-real estate related assets(5)	(234,660)		(345,468)		(202,186)		15,726		(17,284)		(87,773)		(147,500)		(1,019,145)
Real estate intangible liabilities	(172,633)		(102,032)		—		—		(1,797)		(1,003)		—		(277,465)
Noncontrolling interests' share of consolidated JVs real estate and related intangibles	(3,637)		(386,916)		—		—		—		(1,780)		—		(392,333)
Portfolio Investment	$	7,512,963	$	5,216,829	$	2,251,444	$	1,233,609	$	121,169	$	1,466,151	$	—	$	17,802,165

______________________________________

(1)During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded the planned dispositions represented a strategic shift and therefore, as of March 31, 2021 the assets meeting the held for sale criteria on or before March 31, 2021 are classified as assets held for sale on the Consolidated Balance Sheet as disclosed within the Earnings Release and Supplemental Report.

(2)Consolidated total assets represents total assets on the Consolidated Balance Sheet as of March 31, 2021 presented on page 8 within the Earnings Release and Supplemental Report for the quarter ended March 31, 2021.

(3)Includes investments in and advances to unconsolidated JVs of $5.8 million in assets held for sale.

(4)Accumulated depreciation and amortization includes accumulated depreciation for real estate, accumulated amortization for real estate related intangible assets, and accumulated amortization for right-of-use assets.

(5)Balance includes Cash and cash equivalents, Restricted cash, Loans receivable, net of reserves, Accounts receivable, net of allowance, Right-of-use asset, net, and Other assets, net.


			12


Reconciliations
In thousands


Capital Expenditures


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total capital expenditures at share(1)	$	172,877	$	239,390
Less: AFFO capital expenditures at share(1)	(21,194)		(23,734)
Non AFFO capital expenditures at share	151,683		215,656
Adjustment for Healthpeak's share of unconsolidated JV	(3,668)		(7,153)
Adjustment for noncontrolling interests' share of consolidated JVs	380		1,343
Consolidated non AFFO capital expenditures	148,405		209,846
Decrease (Increase) in construction payable	(12,504)		(443)
Other	(562)		15
Development, redevelopment, and other major improvements of real estate(2)	$	135,339	$	209,418

AFFO capital expenditures at share(1)	$	21,194	$	23,734
Adjustment for Healthpeak's share of unconsolidated JV	(723)		(2,019)
Adjustment for noncontrolling interests' share of consolidated JVs	$	239	$	76
Leasing costs, tenant improvements, and recurring capital expenditures(2)	$	20,710	$	21,791

______________________________________

(1)Total capital expenditures at share and AFFO capital expenditures at share are presented inclusive of unconsolidated JVs and exclusive of noncontrolling interest within the Supplemental Reports for the first quarter ended March 31, 2021 and 2020 on pages 22 of their respective Earnings Release and Supplemental Reports for the periods then ended.

(2)Represents the financial statement lines items of Development, redevelopment, and other major improvements of real estate and Lease costs, tenant improvements, and recurring capital expenditures as presented within the Consolidated Statement of Cash Flows for the quarters ended March 31, 2021 and 2020.


			13


Reconciliations
In thousands


Revenues(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Life Science	$	128,883	$	138,496	$	148,702	$	153,215	$	169,934
Medical Office	156,641		151,844		155,381		158,532		160,201
CCRC	91,780		113,926		115,031		115,757		116,128
Other	3,750		4,292		4,452		4,193		9,013
Senior Housing Triple-net	33,135		24,589		24,558		16,807		5,228
SHOP	170,961		155,293		149,615		144,173		72,998
Total revenues	$	585,150	$	588,440	$	597,739	$	592,677	$	533,502
Life Science	—		—		—		—		—
Medical Office	—		—		—		—		—
CCRC	—		11,871		1,761		2,566		1,310
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		2,209		392		12,774		3,232
Government grant income	$	—	$	14,080	$	2,153	$	15,340	$	4,542
Life Science	—		—		—		—		—
Medical Office	—		—		—		—		—
CCRC	—		—		—		—		—
Other	(3,688)		(4,230)		(4,443)		(4,192)		(9,013)
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		—		—
Less: Interest income	$	(3,688)	$	(4,230)	$	(4,443)	$	(4,192)	$	(9,013)
Life Science	—		—		—		448		1,337
Medical Office	695		691		699		687		715
CCRC	21,647		4,781		4,295		4,669		4,488
Other	20,194		18,682		17,853		17,294		16,753
Senior Housing Triple-net	—		—		—		—		—
SHOP	5,657		6,002		5,947		4,625		875
Healthpeak's share of unconsolidated JVs real estate revenues	$	48,193	$	30,156	$	28,794	$	27,723	$	24,168
Life Science	—		—		—		—		—
Medical Office	—		—		—		—		—
CCRC	—		534		246		140		199
Other	—		270		49		40		227
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		61		—
Healthpeak's share of unconsolidated JVs government grant income	$	—	$	804	$	295	$	241	$	426
Life Science	(52)		(57)		(66)		(64)		(65)
Medical Office	(8,640)		(8,347)		(8,788)		(8,822)		(8,926)
CCRC	—		—		—		—		—
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	(538)		(504)		(459)		(134)		(52)
Noncontrolling interests' share of consolidated JVs real estate revenues	$	(9,230)	$	(8,908)	$	(9,313)	$	(9,020)	$	(9,043)

Continued


			14


Reconciliations
In thousands

Revenue(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Life Science	$	—	$	—	$	—	$	—	$	—
Medical Office	—		—		—		—		—
CCRC	—		—		—		—		—
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		(14)		—
Noncontrolling interests' share of consolidated JVs government grant income	$	—	$	—	$	—	$	(14)	$	—
Life Science	128,831		138,439		148,636		153,599		171,206
Medical Office	148,696		144,188		147,292		150,397		151,990
CCRC	113,427		131,112		121,333		123,132		122,125
Other	20,256		19,014		17,911		17,335		16,980
Senior Housing Triple-net	33,135		24,589		24,558		16,807		5,228
SHOP	176,080		163,000		155,495		161,485		77,053
Portfolio Real Estate Revenues	$	620,425	$	620,342	$	615,225	$	622,755	$	544,582
Life Science	(4,293)		(2,793)		(8,343)		(4,757)		(11,819)
Medical Office	(1,643)		(1,113)		(2,371)		(3,003)		(2,556)
CCRC	(177)		(4)		22		(1)		8
Other	(66)		38		44		4		88
Senior Housing Triple-net	(3,388)		(20)		79		4,962		146
SHOP	615		68		(244)		20		42
Non-cash adjustments to Portfolio Real Estate Revenues	$	(8,952)	$	(3,824)	$	(10,813)	$	(2,775)	$	(14,091)
Life Science	124,538		135,646		140,293		148,842		159,387
Medical Office	147,053		143,075		144,921		147,394		149,434
CCRC	113,250		131,108		121,355		123,131		122,133
Other	20,190		19,052		17,955		17,339		17,068
Senior Housing Triple-net	29,747		24,569		24,637		21,769		5,374
SHOP	176,695		163,068		155,251		161,505		77,095
Portfolio Cash Real Estate Revenues	$	611,473	$	616,518	$	604,412	$	619,980	$	530,491
Life Science	4,293		2,793		8,343		4,757		11,819
Medical Office	1,643		1,113		2,371		3,003		2,556
CCRC	177		4		(22)		1		(8)
Other	66		(38)		(44)		(4)		(88)
Senior Housing Triple-net	3,388		20		(79)		(4,962)		(146)
SHOP	(615)		(68)		244		(20)		(42)
Non-cash adjustments to Portfolio Real Estate Revenues	$	8,952	$	3,824	$	10,813	$	2,775	$	14,091
Life Science	(20,163)		(26,833)		(32,155)		(42,549)		(54,551)
Medical Office	(19,355)		(17,665)		(16,099)		(20,216)		(20,882)
CCRC	(92,420)		(111,371)		(103,317)		(103,195)		(103,138)
Other	(20,256)		(19,014)		(17,911)		(17,335)		(16,980)
Senior Housing Triple-net	(33,135)		(24,589)		(24,558)		(16,807)		(5,228)
SHOP	(176,080)		(163,000)		(155,495)		(161,485)		(77,053)
Non-SS Portfolio Real Estate Revenues	$	(361,409)	$	(362,472)	$	(349,535)	$	(361,587)	$	(277,832)

Continued


			15


Reconciliations
In thousands


Revenue(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Life Science	$	108,668	$	111,606	$	116,481	$	111,050	$	116,655
Medical Office	129,341		126,523		131,193		130,181		131,108
CCRC	21,007		19,741		18,016		19,937		18,987
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		—		—
Portfolio Real Estate Revenue - SS	$	259,016	$	257,870	$	265,690	$	261,168	$	266,750
Life Science	(4,328)		(2,388)		(5,139)		516		(3,984)
Medical Office	(2,073)		(1,593)		(2,675)		(2,191)		(2,294)
CCRC	—		—		—		—		—
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		—		—
Non-cash adjustment to SS Portfolio Real Estate Revenues	$	(6,401)	$	(3,981)	$	(7,814)	$	(1,675)	$	(6,278)
Life Science	104,340		109,218		111,342		111,566		112,671
Medical Office	127,268		124,930		128,518		127,990		128,814
CCRC	21,007		19,741		18,016		19,937		18,987
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		—		—
Portfolio Cash Real Estate Revenues - SS	$	252,615	$	253,889	$	257,876	$	259,493	$	260,472

______________________________________

(1)In December 2020, as a result of a change in how operating results are reported to the Company's chief operating decision makers, the Company’s hospitals were reclassified from other non-reportable segments to the medical office segment and the Company’s one remaining unconsolidated investment in a senior housing joint venture was reclassified from the SHOP segment to other non-reportable segments. All prior period segment information has been recast to conform to the current period presentation.


			16


Reconciliations
In thousands


Operating Expenses(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Life Science	$	30,201	$	34,205	$	36,714	$	36,885	$	39,461
Medical Office	50,694		49,355		51,436		52,523		51,121
CCRC	156,482		94,248		94,992		94,806		91,179
Other	—		—		—		—		—
Senior Housing Triple-net	506		526		421		453		294
SHOP	138,130		137,507		130,729		141,953		71,225
Operating expenses	$	376,013	$	315,841	$	314,292	$	326,620	$	253,280
Life Science	—		—		—		137		425
Medical Office	275		276		296		282		294
CCRC	18,037		4,826		4,797		4,465		4,745
Other	13,278		13,681		13,485		13,335		12,595
Senior Housing Triple-net	—		—		—		—		—
SHOP	4,676		5,005		4,795		3,830		1,026
Healthpeak's share of unconsolidated JVs operating expenses	$	36,266	$	23,788	$	23,373	$	22,049	$	19,085
Life Science	(17)		(18)		(18)		(19)		(20)
Medical Office	(2,600)		(2,507)		(2,630)		(2,545)		(2,504)
CCRC	—		—		—		—		—
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	(377)		(411)		(361)		(112)		(49)
Noncontrolling interests' share of consolidated JVs operating expenses	$	(2,994)	$	(2,936)	$	(3,009)	$	(2,676)	$	(2,573)
Life Science	30,184		34,187		36,696		37,003		39,866
Medical Office	48,369		47,124		49,102		50,260		48,911
CCRC	174,519		99,074		99,789		99,271		95,924
Other	13,278		13,681		13,485		13,335		12,595
Senior Housing Triple-net	506		526		421		453		294
SHOP	142,429		142,101		135,163		145,671		72,202
Portfolio Operating Expenses	$	409,285	$	336,693	$	334,656	$	345,993	$	269,792
Life Science	(13)		(14)		(13)		(13)		(9)
Medical Office	(649)		(648)		(642)		(647)		(633)
CCRC	(91,738)		(22)		(1,662)		(3,810)		(12)
Other	(18)		(61)		(19)		(313)		(24)
Senior Housing Triple-net	(14)		(61)		(14)		(14)		(4)
SHOP	38		50		1,047		(14,650)		(3,371)
Non-cash adjustments to Portfolio Operating Expenses	$	(92,394)	$	(756)	$	(1,303)	$	(19,447)	$	(4,053)
Life Science	30,171		34,173		36,683		36,990		39,857
Medical Office	47,720		46,476		48,460		49,613		48,278
CCRC	82,781		99,052		98,127		95,461		95,912
Other	13,260		13,620		13,466		13,022		12,571
Senior Housing Triple-net	492		465		407		439		290
SHOP	142,467		142,151		136,210		131,021		68,831
Portfolio Cash Operating Expenses	$	316,891	$	335,937	$	333,353	$	326,546	$	265,739

Continued


			17


Reconciliations
In thousands


Operating Expenses(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Life Science	$	13	$	14	$	13	$	13	$	9
Medical Office	649		648		642		647		633
CCRC	91,738		22		1,662		3,810		12
Other	18		61		19		313		24
Senior Housing Triple-net	14		61		14		14		4
SHOP	(38)		(50)		(1,047)		14,650		3,371
Non-cash adjustments to Portfolio Operating Expenses	$	92,394	$	756	$	1,303	$	19,447	$	4,053
Life Science	(4,941)		(7,839)		(8,584)		(9,381)		(13,030)
Medical Office	(6,333)		(6,152)		(6,228)		(7,243)		(7,108)
CCRC	(160,209)		(85,363)		(86,804)		(85,996)		(82,530)
Other	(13,278)		(13,681)		(13,485)		(13,335)		(12,595)
Senior Housing Triple-net	(506)		(526)		(421)		(453)		(294)
SHOP	(142,429)		(142,101)		(135,163)		(145,671)		(72,202)
Non-SS Portfolio Operating Expenses	$	(327,696)	$	(255,662)	$	(250,685)	$	(262,079)	$	(187,759)
Life Science	25,243		26,348		28,112		27,622		26,836
Medical Office	42,036		40,972		42,874		43,017		41,803
CCRC	14,310		13,711		12,985		13,275		13,394
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		—		—
Portfolio Operating Expenses - SS	$	81,589	$	81,031	$	83,971	$	83,914	$	82,033
Life Science	(14)		(13)		(13)		(13)		(10)
Medical Office	(644)		(643)		(639)		(635)		(628)
CCRC	—		—		—		—		—
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		—		—
Non-cash adjustment to SS Portfolio Operating Expenses	$	(658)	$	(656)	$	(652)	$	(648)	$	(638)
Life Science	25,229		26,335		28,099		27,609		26,826
Medical Office	41,392		40,329		42,235		42,382		41,175
CCRC	14,310		13,711		12,985		13,275		13,394
Other	—		—		—		—		—
Senior Housing Triple-net	—		—		—		—		—
SHOP	—		—		—		—		—
Portfolio Cash Operating Expenses - SS	$	80,931	$	80,375	$	83,319	$	83,266	$	81,395

______________________________________


			18


Reconciliations
In thousands

Stabilized Held for Sale ("HFS")

Senior Housing Triple-Net


	Three Months Ended
Revenue	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Portfolio Cash Real Estate Revenues(1)	$	29,747	$	24,569	$	24,637	$	21,769	$	5,374
Non-stabilized Portfolio Cash Real Estate Revenues	(28,544)		(23,356)		(23,420)		(20,552)		(4,147)
Stabilized HFS Portfolio Cash Real Estate Revenues	$	1,203	$	1,213	$	1,217	$	1,217	$	1,227


	Three Months Ended
Operating Expenses	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Portfolio Cash Operating Expenses(2)	$	492	$	465	$	407	$	439	$	290
Non-stabilized Portfolio Cash Real Estate Operating Expenses	(492)		(465)		(407)		(439)		(290)
Stabilized HFS Portfolio Cash Operating Expenses	$	—	$	—	$	—	$	—	$	—

SHOP


	Three Months Ended
Revenue	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Portfolio Cash Real Estate Revenues(1)	$	176,695	$	163,068	$	155,251	$	161,505	$	77,095
Non-stabilized Portfolio Cash Real Estate Revenues	(118,418)		(107,590)		(101,848)		(105,482)		(25,853)
Stabilized HFS Portfolio Cash Real Estate Revenues	$	58,277	$	55,478	$	53,403	$	56,023	$	51,242


	Three Months Ended
Operating Expenses	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Portfolio Cash Operating Expenses(2)	$	142,467	$	142,151	$	136,210	$	131,021	$	68,831
Non-stabilized Portfolio Cash Real Estate Operating Expense	(99,131)		(96,588)		(91,263)		(86,494)		(24,239)
Stabilized HFS Portfolio Cash Operating Expenses	$	43,336	$	45,563	$	44,947	$	44,527	$	44,592

______________________________________

(1)See page 15 of this document for a reconciliation Portfolio Cash Real Estate Revenues.

(2)See page 17 of this document for a reconciliation Portfolio Cash Operating Expenses.


			19


Reconciliations
In thousands


EBITDAre and Adjusted EBITDAre


	Three Months Ended March 31, 2021
Net income (loss)	$	149,423
Interest expense(1)	49,519
Income tax expense (benefit)(1)	(813)
Depreciation and amortization(1)	157,538
Other depreciation and amortization	1,092
Loss (gain) on sales of real estate(1)	(259,662)
Loss (gain) upon change of control	(1,042)

Share of unconsolidated JV:
Interest expense	575
Income tax expense (benefit)	(472)
Depreciation and amortization	4,453



EBITDAre	$	100,611






Transaction-related items, excluding taxes(2)	4,040

Other impairments (recoveries) and losses (gains)(3)	3,242
Restructuring and severance related charges	2,463
Loss (gain) on debt extinguishments	164,292

Casualty-related charges (recoveries), excluding taxes	859
Amortization of stock-based compensation	4,364



Adjusted EBITDAre	$	279,871


Adjusted Fixed Charge Coverage


	Three Months Ended March 31, 2021

Interest expense(1)	$	49,519
Share of unconsolidated JV interest expense	575
Capitalized interest	5,453
Fixed Charges	$	55,547

Adjusted Fixed Charge Coverage	5.0x

______________________________________

(1)Amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations and Discontinued Operations Reconciliation provided on pages 9 and 39, respectively, in the Earnings Release and Supplemental Report for the quarter ended March 31, 2021.

(2)For the three months ended March 31, 2021, includes the termination fee related to the sale of six assets in one of the Company's SHOP sales portfolios, partially offset by the tax benefit recognized related to those expenses.

(3)For the three months ended March 31, 2021, includes reserves for loan losses under the current expected credit losses accounting standard in accordance with Accounting Standards Codification 326, Financial Instruments – Credit Losses ("ASC 326").


			20


Reconciliations
In thousands


Enterprise Debt and Net Debt(1)


	March 31, 2021
Bank line of credit and commercial paper	$	1,038,150
Term loan	249,243
Senior unsecured notes	4,255,697
Mortgage debt(2)	498,131

Consolidated Debt	$	6,041,221
Share of unconsolidated JV mortgage debt(3)	59,125

Enterprise Debt	$	6,100,346
Cash and cash equivalents(4)	(74,168)
Share of unconsolidated JV cash and cash equivalents(5)	(11,426)
Net Debt	$	6,014,752


Financial Leverage


	March 31, 2021
Enterprise Debt	$	6,100,346
Enterprise Gross Assets	18,501,035
Financial Leverage	33.0%


Secured Debt Ratio(1)


	March 31, 2021
Mortgage debt(2)	$	498,131
Share of unconsolidated JV mortgage debt(3)	59,125
Enterprise Secured Debt	$	557,256
Enterprise Gross Assets	18,501,035
Secured Debt Ratio	3.0%


Net Debt to Adjusted EBITDAre


	Three Months Ended March 31, 2021
Net Debt	$	6,014,752
Annualized Adjusted EBITDAre	1,119,484		(6)
Net Debt to Adjusted EBITDAre	5.4x

______________________________________

(1)During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded the planned dispositions represented a strategic shift that has and will have a major effect on the Company’s operations and financial results. Therefore, assets meeting the held for sale criteria on or before March 31, 2021 are classified as discontinued operations in all periods presented herein. Additional information regarding discontinued operations can be found at Note 5: Disposition of Real Estate and Discontinued Operations within the Annual Report on Form 10-K and page 39, Discontinued Operations Reconciliation, of the Earnings Release and Supplemental Report for the quarter ended March 31, 2021. Balances within the above reconciliation impacted by discontinued operations include interest expense, income tax expense (benefit), depreciation and amortization, loss (gain) on sales of real estate, and loss on debt extinguishments.

(2)Includes mortgage debt of $278.2 million on assets held for sale.

(3)Includes mortgage debt of $28.5 million on JVs held for sale.

(4)Includes cash and cash equivalents of $40.2 million on assets held for sale.

(5)Includes cash and cash equivalents of $0.5 million on JVs held for sale.

(6)Represents the current quarter Adjusted EBIDTAre multiplied by a factor of four.


			21


Reconciliations
In thousands


Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS

Total Portfolio(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	282,540	$	55,049	$	(59,581)	$	150,246	$	149,423
Interest income	(3,688)		(4,230)		(4,443)		(4,192)		(9,013)
Interest expense	58,376		57,550		56,235		56,713		49,519
Depreciation and amortization	189,276		178,488		173,630		155,749		157,538
General and administrative	22,349		23,720		21,661		25,507		24,902
Transaction costs	14,848		627		2,586		20,708		874
Loss (gain) on sales of real estate, net	(164,869)		(82,863)		(149)		(302,613)		(259,662)
Impairments and loan loss reserves (recoveries), net	39,123		24,050		34,550		146,530		3,242
Other expense (income), net	(210,608)		(19,586)		(7,060)		(2,905)		(8,085)
Loss (gain) on debt extinguishments	(833)		25,824		17,921		—		164,292
Income tax expense (benefit)	(33,044)		(7,346)		24,174		(3,120)		(813)
Government grant income	—		14,080		2,153		15,340		4,542
Equity loss (income) from unconsolidated JVs	11,979		17,086		19,480		19,242		(1,008)
Healthpeak's share of unconsolidated JVs NOI	11,927		7,172		5,716		5,915		5,509
Noncontrolling interests' share of consolidated JVs NOI	(6,236)		(5,972)		(6,304)		(6,358)		(6,470)
Portfolio NOI	$	211,140	$	283,649	$	280,569	$	276,762	$	274,790
Adjustment to Portfolio NOI	83,442		(3,068)		(9,510)		16,672		(10,038)
Portfolio Cash (Adjusted) NOI	$	294,582	$	280,581	$	271,059	$	293,434	$	264,752
Interest income	3,688		4,230		4,443		4,192		9,013

Portfolio Income	$	298,270	$	284,811	$	275,502	$	297,626	$	273,765
Interest income	(3,688)		(4,230)		(4,443)		(4,192)		(9,013)

Adjustment to Portfolio NOI	(83,442)		3,068		9,510		(16,672)		10,038
Non-SS Portfolio NOI	(33,712)		(106,809)		(98,851)		(99,509)		(90,073)
SS Portfolio NOI	$	177,428	$	176,840	$	181,718	$	177,253	$	184,717
Non-cash adjustment to SS Portfolio NOI	(5,744)		(3,326)		(7,161)		(1,026)		(5,640)
SS Portfolio Cash (Adjusted) NOI	$	171,684	$	173,514	$	174,557	$	176,227	$	179,077


			22


Reconciliations
In thousands

Life Science(1)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	48,408	$	51,874	$	54,682	$	43,225	$	61,816

Interest expense	63		60		57		55		102
Depreciation and amortization	50,211		52,356		57,170		58,184		68,434

Transaction costs	—		1		79		155		32
Impairments and loan loss (reserves) recoveries, net	—		—		—		14,671		—

Other expense (income), net	—		—		—		—		(4)


Equity loss (income) from unconsolidated JVs	—		—		—		40		93
Healthpeak's share of unconsolidated JVs NOI	—		—		—		311		912
Noncontrolling interests' share of consolidated JVs NOI	(35)		(39)		(48)		(45)		(45)
Portfolio NOI	$	98,647	$	104,252	$	111,940	$	116,596	$	131,340
Adjustment to Portfolio NOI	(4,280)		(2,779)		(8,330)		(4,744)		(11,810)
Portfolio Cash (Adjusted) NOI(3)	$	94,367	$	101,473	$	103,610	$	111,852	$	119,530





Adjustment to Portfolio NOI	4,280		2,779		8,330		4,744		11,810
Non-SS Portfolio NOI	(15,221)		(18,993)		(23,571)		(33,169)		(41,521)
SS Portfolio NOI	$	83,426	$	85,259	$	88,369	$	83,427	$	89,819
Non-cash adjustment to SS Portfolio NOI	(4,315)		(2,376)		(5,126)		530		(3,974)
SS Portfolio Cash (Adjusted) NOI	$	79,111	$	82,883	$	83,243	$	83,957	$	85,845

Medical Office(1)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	50,778	$	125,860	$	50,425	$	49,741	$	48,614

Interest expense	102		100		100		98		95
Depreciation and amortization	54,667		55,904		54,693		56,902		57,954

Transaction costs	—		—		—		—		330
Impairments and loan loss (reserves) recoveries, net	2,706		2,119		1,208		4,175		—
Loss (gain) on sales of real estate, net	(2,109)		(81,284)		(2,283)		(4,714)		—
Other expense (income), net	—		—		—		—		2,279


Equity loss (income) from unconsolidated JVs	(197)		(210)		(198)		(193)		(192)
Healthpeak's share of unconsolidated JVs NOI	420		415		403		405		421
Noncontrolling interests' share of consolidated JVs NOI	(6,040)		(5,840)		(6,158)		(6,277)		(6,422)
Portfolio NOI	$	100,327	$	97,064	$	98,190	$	100,137	$	103,079
Adjustment to Portfolio NOI	(994)		(465)		(1,729)		(2,356)		(1,923)
Portfolio Cash (Adjusted) NOI(3)	$	99,333	$	96,599	$	96,461	$	97,781	$	101,156





Adjustment to Portfolio NOI	994		465		1,729		2,356		1,923
Non-SS Portfolio NOI	(13,022)		(11,513)		(9,872)		(12,973)		(13,774)
SS Portfolio NOI	$	87,305	$	85,551	$	88,318	$	87,164	$	89,305
Non-cash adjustment to SS Portfolio NOI	(1,429)		(950)		(2,035)		(1,556)		(1,666)
SS Portfolio Cash (Adjusted) NOI	$	85,876	$	84,601	$	86,283	$	85,608	$	87,639


			23


Reconciliations
In thousands

CCRC(1)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	67,743	$	458	$	(10,366)	$	(14,644)	$	(6,375)

Interest expense	1,304		1,969		1,983		1,971		1,918
Depreciation and amortization	20,229		31,426		30,106		32,089		31,150

Transaction costs	14,474		368		1,897		1,256		432

Other expense (income), net	(170,332)		(14,142)		(3,903)		533		(2,176)

Government grant income	—		11,871		1,761		2,566		1,310
Equity loss (income) from unconsolidated JVs	1,880		(401)		322		(254)		—
Healthpeak's share of unconsolidated JVs NOI	3,610		489		(256)		344		(58)

Portfolio NOI	$	(61,092)	$	32,038	$	21,544	$	23,861	$	26,201
Adjustment to Portfolio NOI	91,561		18		1,684		3,809		20
Portfolio Cash (Adjusted) NOI(3)	$	30,469	$	32,056	$	23,228	$	27,670	$	26,221





Adjustment to Portfolio NOI	(91,561)		(18)		(1,684)		(3,809)		(20)
Non-SS Portfolio NOI	67,789		(26,008)		(16,513)		(17,199)		(20,608)
SS Portfolio NOI	$	6,697	$	6,030	$	5,031	$	6,662	$	5,593

SS Portfolio Cash (Adjusted) NOI	$	6,697	$	6,030	$	5,031	$	6,662	$	5,593

Other(1)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	27,459	$	(18,781)	$	(11,198)	$	(23,090)	$	7,473
Interest income	(3,688)		(4,230)		(4,443)		(4,192)		(9,013)

Depreciation and amortization	5		5		2		—		—

Transaction costs	89		4		8		11		4
Impairments and loan loss (reserves) recoveries, net	8,401		4,718		(2,985)		7,896		3,242
Loss (gain) on sales of real estate, net	40		—		—		—		—
Other expense (income), net	(41,707)		—		—		—		(482)


Equity loss (income) from unconsolidated JVs	9,463		18,346		18,625		19,376		(1,224)
Healthpeak's share of unconsolidated JVs NOI	6,916		5,271		4,417		3,999		4,385

Portfolio NOI	$	6,978	$	5,333	$	4,426	$	4,000	$	4,385
Adjustment to Portfolio NOI	(48)		99		63		317		112
Portfolio Cash (Adjusted) NOI	$	6,930	$	5,432	$	4,489	$	4,317	$	4,497
Interest income	3,688		4,230		4,443		4,192		9,013
Healthpeak's share of unconsolidated JVs interest income	—		—		—		—		—
Portfolio Income	$	10,618	$	9,662	$	8,932	$	8,509	$	13,510
Interest income	(3,688)		(4,230)		(4,443)		(4,192)		(9,013)
Healthpeak's share of unconsolidated JVs interest income	—		—		—		—		—
Adjustment to Portfolio NOI	48		(99)		(63)		(317)		(112)
Non-SS Portfolio NOI	(6,978)		(5,333)		(4,426)		(4,000)		(4,385)
SS Portfolio NOI	$	—	$	—	$	—	$	—	$	—

SS Portfolio Cash (Adjusted) NOI	$	—	$	—	$	—	$	—	$	—


			24


Reconciliations
In thousands

Senior Housing Triple-net(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	184,865	$	15,808	$	5,301	$	256,292	$	207,741

Interest expense	82		72		45		112		—
Depreciation and amortization	7,160		7,175		6,694		4,051		—

Transaction costs	(105)		1		—		—		4
Impairments and loan loss (reserves) recoveries, net	4,670		1,007		12,097		—		—
Loss (gain) on sales of real estate, net	(164,043)		—		—		(244,101)		(202,455)
Other expense (income), net	—		—		—		—		(356)





Portfolio NOI	$	32,629	$	24,063	$	24,137	$	16,354	$	4,934
Adjustment to Portfolio NOI	(3,374)		41		93		4,976		150
Portfolio Cash (Adjusted) NOI(3)	$	29,255	$	24,104	$	24,230	$	21,330	$	5,084



Adjustment to Portfolio NOI	3,374		(41)		(93)		(4,976)		(150)
Non-Stabilized HFS Portfolio NOI	(31,426)		(22,850)		(22,920)		(15,137)		(3,707)
Stabilized HFS Portfolio Cash (Adjusted) NOI	$	1,203	$	1,213	$	1,217	$	1,217	$	1,227
Stabilized HFS Portfolio NOI adjustment	(1,203)		(1,213)		(1,217)		(1,217)		(1,227)
SS Portfolio NOI	$	—	$	—	$	—	$	—	$	—

SS Portfolio Cash (Adjusted) NOI	$	—	$	—	$	—	$	—	$	—

SHOP(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	(52,633)	$	(28,551)	$	(35,915)	$	(87,333)	$	61,446

Interest expense	2,603		2,655		2,455		2,514		2,676
Depreciation and amortization	57,004		31,622		24,965		4,523		—

Transaction costs	390		253		602		19,286		72
Impairments and loan loss (reserves) recoveries, net	23,346		16,206		24,230		119,788		—
Loss (gain) on sales of real estate, net	1,243		(1,579)		2,134		(53,798)		(57,207)
Other expense (income), net	45		(2,171)		(316)		(3,033)		(5,529)

Government grant income	—		2,209		392		12,774		3,232
Equity loss (income) from unconsolidated JVs	833		(649)		731		273		315
Healthpeak's share of unconsolidated JVs NOI	981		997		1,152		856		(151)
Noncontrolling interests' share of consolidated JVs NOI	(161)		(93)		(98)		(36)		(3)
Portfolio NOI	$	33,651	$	20,899	$	20,332	$	15,814	$	4,851
Adjustment to Portfolio NOI	577		18		(1,291)		14,670		3,413
Portfolio Cash (Adjusted) NOI(3)	$	34,228	$	20,917	$	19,041	$	30,484	$	8,264





Adjustment to Portfolio NOI	(577)		(18)		1,291		(14,670)		(3,413)
Non-Stabilized HFS Portfolio NOI	(18,710)		(10,984)		(11,877)		(4,318)		1,798
Stabilized HFS Portfolio Cash (Adjusted) NOI	$	14,941	$	9,915	$	8,455	$	11,496	$	6,649
Stabilized HFS Portfolio NOI adjustment	(14,941)		(9,915)		(8,455)		(11,496)		(6,649)
SS Portfolio NOI	$	—	$	—	$	—	$	—	$	—

SS Portfolio Cash (Adjusted) NOI	$	—	$	—	$	—	$	—	$	—


			25


Reconciliations
In thousands

Corporate Non-Segment(1)(2)


	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Net Income (loss)	$	(44,080)	$	(91,619)	$	(112,510)	$	(73,945)	$	(231,292)
Interest expense	54,222		52,694		51,595		51,963		44,728
General and administrative	22,349		23,720		21,661		25,507		24,902


Loss (gain) on debt extinguishments	(833)		25,824		17,921		—		164,292
Other expense (income), net	1,386		(3,273)		(2,841)		(405)		(1,817)
Income tax expense (benefit)	(33,044)		(7,346)		24,174		(3,120)		(813)
Portfolio NOI	$	—	$	—	$	—	$	—	$	—

______________________________________

(2)During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded the planned dispositions represented a strategic shift that has and will have a major effect on the Company’s operations and financial results. Therefore, assets meeting the held for sale criteria on or before March 31, 2021 are classified as discontinued operations in all periods presented herein. Additional information regarding discontinued operations can be found at Note 5: Disposition of Real Estate and Discontinued Operations within the Annual Report on Form 10-K and page 39, Discontinued Operations Reconciliation, of the Earnings Release and Supplemental Report for the quarter ended March 31, 2021. Balances within the above reconciliation impacted by discontinued operations include interest expense, depreciation and amortization, transaction costs, impairments and loan loss reserves (recoveries), net, loss (gain) on sale of real estate, net, other expenses (income), net, income tax expense (benefit), and equity loss (income) from unconsolidated JVs.

(3)Portfolio Income and Portfolio Cash (Adjusted) NOI are the same for Life Science, Medical Office, CCRC, Senior Housing Triple-net, and SHOP for all periods presented as there is no interest income for the segments.


			26


Reconciliations
In thousands

CCRC Pro Forma Portfolio Real Estate Revenues, Operating Expenses, and NOI(1)


Pro Forma Portfolio Real Estate Revenues	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Portfolio Real Estate Revenues - SS(2)	$	21,007	$	19,741	$	18,016	$	19,937	$	18,987

Pro forma adjustments to exclude government grant income	—		(1,733)		—		(1,681)		(143)
Pro forma Portfolio Real Estate Revenues - SS(3)	$	21,007	$	18,008	$	18,016	$	18,256	$	18,844


Operating Expenses	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Portfolio Operating Expenses - SS(4)	$	14,310	$	13,711	$	12,985	$	13,275	$	13,394


Pro Forma SS Portfolio NOI	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
SS Portfolio NOI(5)(6)	$	6,697	$	6,030	$	5,031	$	6,662	$	5,593

Pro forma adjustments	—		(1,733)		—		(1,681)		(143)
Pro forma SS Portfolio NOI(3)	$	6,697	$	4,298	$	5,031	$	4,981	$	5,450

______________________________________

(1)May not foot due to rounding.

(2)See page 16 of this document for a reconciliation of Portfolio Cash Real Estate Revenues - SS.

(3)Pro forma adjustments excludes government grants under the CARES Act for Portfolio Real Estate Revenues.

(4)See page 18 of this document for a reconciliation of Portfolio Cash Operating Expenses - SS.

(5)See page 24 of this document for a reconciliation of SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI.

(6)CCRC SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI are the same amounts for the quarters ended March 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020, and March 31, 2021.


			27


Reconciliations
In thousands, except per month data


REVPOR CCRC(1)



	Three Months Ended
CCRC	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021



Portfolio Cash Real Estate Revenues(2)	$	113,250	$	131,108	$	121,355	$	123,131	$	122,133
Other adjustments to REVPOR CCRC(3)	(6,414)		(5,311)		(4,563)		(4,808)		(4,696)
REVPOR CCRC revenues	$	106,836	$	125,797	$	116,793	$	118,323	$	117,437

Average occupied units/month	5,473		5,979		5,909		5,876		5,854
REVPOR CCRC per month(4)	$	6,507	$	7,014	$	6,589	$	6,712	$	6,687



	Three Months Ended
SS REVPOR CCRC	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021



SS REVPOR CCRC revenues(5)	$	21,007	$	19,741	$	18,016	$	19,937	$	18,987

SS average occupied units/month	909		852		826		820		798
SS REVPOR CCRC per month(4)	$	7,700	$	7,727	$	7,267	$	8,102	$	7,936



	Three Months Ended
PRO FORMA SS REVPOR CCRC	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021


Pro Forma SS REVPOR CCRC revenues(6)	$	21,007	$	18,008	$	18,016	$	18,256	$	18,844

SS average occupied units/month	909		852		826		820		798
SS REVPOR CCRC per month(4)	$	7,700	$	7,049	$	7,267	$	7,419	$	7,876

______________________________________

(1)May not foot due to rounding.

(2)See page 15 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.

(3)Includes revenue from non-refundable entrance fees, facilities converted to a new operating structure during the relevant period, and facilities that are held for sale.

(4)Represents the current quarter REVPOR CCRC divided by a factor of three.

(5)See page 16 of this document for a reconciliation of Portfolio Cash Real Estate Revenues - SS.

(6)See page 27 of this document for a reconciliation of Pro forma Portfolio Real Estate Revenues - SS which is the same as Pro Forma SS REVPOR CCRC revenues.


			28


Reconciliations
In thousands, except per month data


REVPOR(1)



	Three Months Ended
Other	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021



Portfolio Cash Real Estate Revenues(2)	$	20,190	$	19,052	$	17,955	$	17,339	$	17,068
Other adjustments to REVPOR Other(3)	(4,259)		(3,955)		(3,411)		(3,330)		(3,372)
REVPOR Other revenues	$	15,932	$	15,098	$	14,544	$	14,008	$	13,696

Average occupied units/month	1,324		1,260		1,213		1,172		1,109
REVPOR Other per month(4)	$	4,011	$	3,993	$	3,997	$	3,983	$	4,117



	Three Months Ended
SHOP		March 31, 2021



Portfolio Cash Real Estate Revenues(2)		$	77,095
Other adjustments to REVPOR SHOP(5)		(18,503)
REVPOR SHOP revenues(6)		$	58,592

Average occupied units/month		3,262
REVPOR SHOP per month(4)		$	5,987


	Three Months Ended
REVPOR SHOP Stabilized - HFS	December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020



REVPOR SHOP Stabilized - HFS revenues(7)	$	58,277	$	55,478	$	53,403	$	56,023	$	51,242

Average occupied units/month	3,238		3,071		2,956		2,904		2,765
REVPOR SHOP Stabilized - HFS per month(4)	$	5,999	$	6,022	$	6,022	$	6,431	$	6,178

______________________________________

(1)May not foot due to rounding.

(2)See page 15 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.

(3)Includes revenue for sold assets or assets in redevelopment.

(4)Represents the current quarter REVPOR Other, REVPOR SHOP, or REVPOR SHOP Stabilized - HFS divided by a factor of three.

(5)Includes revenue for newly completed facilities under lease-up, facilities sold, facilities acquired or transitioned to new operators during the relevant period, and assets in redevelopment.

(6)Includes revenue from properties that are held for sale for informational purposes.

(7)REVPOR SHOP Stabilized - HFS revenues is equal to Stabilized HFS Portfolio Cash Real Estate Revenues, which has been reconciled at page 19 of this document.


			29