HEALTHPEAK PROPERTIES, INC. (Form: 8-K, Received: 11/01/2022 16:24:07)

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

November 1, 2022

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 November 1, 2022, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the three and nine months ended September 30, 2022. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2022, the Board of Directors of Healthpeak appointed Jeffrey H. Miller, Healthpeak’s Executive Vice President, as General Counsel, effective November 1, 2022. Mr. Miller succeeds Troy E. McHenry, who mutually agreed with Healthpeak to step down from his position as Chief Legal Officer and General Counsel, effective November 1, 2022.

Mr. Miller joined Healthpeak in 2018 and has served in a variety of senior operational leadership roles. Prior to that, Mr. Miller served as Chief Operating Officer at Welltower, Inc. from 2014 to 2017, and General Counsel from 2004 to 2014.

In connection with Mr. McHenry’s departure from Healthpeak, he has executed a release agreement with Healthpeak (the “Release Agreement”) and, subject to his non-revocation of the Release Agreement and compliance with certain restrictive covenants set forth in the Release Agreement, Mr. McHenry will be entitled to receive certain benefits as detailed in the Release Agreement.

The foregoing description of the Release Agreement does not purport to be complete and is qualified in its entirety by the full text of the Release Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

A supplemental report containing financial results and related information of Healthpeak for the three and nine months ended September 30, 2022 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

10.1						Release Agreement for Troy E. McHenry, dated November 1, 2022.

99.1						Press Release dated November 1, 2022.

99.2						September 30, 2022, Supplemental Report.

99.3						September 30, 2022, Discussion and Reconciliation of Non-GAAP Financial Measures.

104						Cover Page Interactive Data File (embedded within the inline XBRL document and contained in Exhibit 101).

SIGNATURES

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


Date: November 1, 2022
	Healthpeak Properties, Inc.



	By:	/s/ Peter A. Scott
		Peter A. Scott
		Chief Financial Officer

RELEASE AGREEMENT

This Release Agreement (this “Release Agreement”) is entered into this 1st day of November 2022, by and between Troy E. McHenry, an individual (“Executive”), and Healthpeak Properties, Inc., a Maryland corporation (the “Company”).

WHEREAS, Executive has been employed by the Company; and

WHEREAS, Executive’s employment by the Company has terminated effective as of November 1, 2022 (the “Separation Date”);

WHEREAS, as a condition to Executive’s receipt of the Severance Payment (as defined below), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein.

NOW, THEREFORE, in consideration of the covenants undertaken and the release contained in this Release Agreement, and in consideration of the agreement by the Company (or one of its subsidiaries) to pay the Severance Payment (subject to and conditioned upon Executive’s timely execution and non-revocation of this Release Agreement and compliance with the other terms and conditions contained herein), Executive and the Company agree as follows:

1. Separation Date. Effective as of the Separation Date, Executive’s status as the Company’s Chief Legal Officer and General Counsel and as an employee and officer of the Company and its affiliates terminated.

2. Release. Executive, on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby acknowledges full and complete satisfaction of and covenants not to sue and fully releases and discharges the Company and each of its parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “Claim”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer, director, employee, member, stockholder or manager of any Releasee, Executive’s separation from his position as an officer, director, employee, manager, stockholder and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date on which Executive signs this Release Agreement, including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act; the California Family Rights Act, the California Labor Code, California Wage Orders, California Business & Professions Code Section 17200, the Colorado Anti-Discrimination Act (CADA), the Colorado Lawful Off-Duty Activities Statute (LODA), the Colorado Personnel Files Employee Inspection Right Statute, the Colorado Labor Peace Act, the Colorado Labor Relations Act, the Colorado Equal Pay Act, the Colorado Minimum Wage Order, the Colorado Genetic Information Non-Disclosure Act, or any other federal, state or local law, regulation, or ordinance, or any Claim for any compensation, severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers’ compensation or disability; provided however, that the foregoing release shall not apply to: (a) Executive’s right to receive

the Severance Payment, which Severance Payment (among other things) is good and valuable consideration for this Release Agreement (subject to Section 4 hereof); (b) any rights Executive has in Executive’s capacity as a holder of any equity-based awards previously granted by the Company to Executive, to the extent such awards are vested as of the Separation Date; (c) any right to indemnification that Executive may have pursuant to the Sixth Amended and Restated Bylaws of the Company, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to his service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (d) any rights that Executive may have to insurance coverage for losses, damages or expenses described under the foregoing clause (c) under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (e) any rights to continued medical or dental coverage that Executive may have under COBRA; (f) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended; or (g) any vested deferred compensation or supplemental retirement benefits that Executive may be entitled to under a nonqualified deferred compensation or supplemental retirement plan of the Company. In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

3. Acknowledgment of Payment of Wages; Severance Payment. Except for accrued vacation (which the parties agree totals approximately two hundred and eighty-eight (288) hours of pay) and salary for the pay period in which the Separation Date occurred, Executive acknowledges that he has received all amounts owed for his regular and usual salary (including, but not limited to, any bonus or other wages) and usual benefits through the date of this Release Agreement. Provided Executive timely executes this Release Agreement and does not revoke this Release Agreement, such that this Release Agreement becomes effective and irrevocable on the eighth (8th) day after Executive executes this Release Agreement, and subject to Section 4 hereof, the Company shall pay to Executive an amount in cash equal to $2,000,000, less applicable withholding taxes (the “Severance Payment”) (which Severance Payment includes, for clarity, $75,000 in satisfaction of the Company’s prior representation to pay Executive’s reasonable attorney’s fees incurred in connection with this Release Agreement). The Severance Payment will be paid to Executive in a single lump-sum amount within thirty (30) days after the date on which this Release Agreement becomes effective and irrevocable pursuant to Section 6 below. Executive acknowledges and agrees that (i) Executive is not entitled to payments or benefits under Company’s Executive Severance Plan (as amended, the “Plan”) in connection with Executive’s termination of employment with the Company and (ii) the equity-based awards previously granted to Executive by the Company which were unvested on the Separation Date were forfeited on the Separation Date without payment therefor, and Executive has no further right, title or interest in or to such unvested equity-based awards.

4. Clawback. In the event that Executive breaches any of Executive’s obligations, agreements or covenants under this Release Agreement or otherwise imposed by law, the Company will be entitled to withhold payment of the Severance Payment (to the extent not previously paid) or to recover the Severance Payment, to the extent previously paid, from Executive, and the Company will be entitled to obtain all other relief provided by law or equity. Executive agrees to promptly repay to the Company, within ten (10) days after written demand therefor, the Severance Payment to the extent that the Company is entitled to recover the Severance Payment pursuant to the preceding sentence. Further, to the extent the Severance Payment is subject to recovery under any law, government regulation, order or stock exchange listing requirement, or under any policy of the Company adopted from time to time, the

Severance Payment will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to such law, government regulation, order, stock exchange listing requirement or policy of the Company.

5. Waiver of Unknown and Unsuspected Claims. It is the intention of Executive in executing this Release Agreement that the same shall be effective as a bar to each and every Claim hereinabove specified. In furtherance of this intention, Executive hereby expressly waives any and all rights and benefits conferred upon him by the provisions of Section 1542 of the California Civil Code (“Section 1542”), as well as any other similar statute or common law doctrine that may apply, and expressly consents that this Release Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected Claims, if any, as well as those relating to any other Claims hereinabove specified. Section 1542 provides:


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Executive acknowledges that he may hereafter discover Claims or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this Release Agreement and which, if known or suspected at the time of executing this Release Agreement, may have materially affected this settlement. Nevertheless, Executive hereby waives any right, Claim or cause of action that might arise as a result of such different or additional Claims or facts. Executive acknowledges that he understands the significance and consequences of such release and such specific waiver of Section 1542 and any similar applicable statute or doctrine of law.

6. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that:

(a) In return for this Release Agreement, Executive will receive consideration beyond that which Executive was already entitled to receive before entering into this Release Agreement;

(b) Executive is hereby advised in writing by this Release Agreement that Executive has the right to and should consult with an attorney before signing this Release Agreement;

(c) Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it;

(d) Executive was given a copy of this Release Agreement on November 1, 2022 and informed that he had 21 days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto;

(e) Executive was informed that he had seven days following the date of his execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive revokes this Release Agreement during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises his right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement and Executive will not become entitled to the Severance Payment;

(f) Executive understands that this Release Agreement shall become effective, irrevocable, and binding upon Executive on the eighth (8th) day after his execution of it, so long as Executive has not revoked it within the time period and in the manner specified in clause (e) above;

(g) Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.

7. No Transferred Claims; No Admission of Liability. Executive warrants and represents that Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Releasees harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against Executive under this indemnity. Executive understands that neither the payment of any sum of money nor the execution of this Release Agreement shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to Executive.

8. Covenants. Executive by executing this Release Agreement expressly agrees to each of the following provisions of this Section 8:

(a) Confidentiality. Executive shall not at any time directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below); provided, however, that this Section 8(a) shall not apply when (i) disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order Executive to disclose or make available such information (provided, however, that Executive shall promptly notify the Company in writing upon receiving a request for such information), or (ii) with respect to any other litigation, arbitration or mediation involving this Release Agreement, including but not limited to enforcement of this Release Agreement. As of the date of this Release Agreement, all Confidential Information in Executive’s possession that is in written, digital or other tangible form (together with all copies or duplicates thereof, including computer files) has been returned to the Company and has not been retained by Executive or furnished to any third party, in any form except as provided herein; provided, however, that Executive shall not be obligated to treat as confidential, or return to the Company copies of any Confidential Information that (x) was publicly known at the time it was disclosed to Executive, (y) becomes publicly known or available thereafter other than by any means in violation of any duty owed to the Company by any person or entity, or (z) is lawfully disclosed to Executive by a third party. As used in this Release Agreement, the term “Confidential

Information” means: information disclosed to Executive or known by Executive as a consequence of or through Executive’s relationship with the Company, about the suppliers, customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to supplier lists or customer lists, of the Company and its affiliates (collectively, the “Company Group”). Notwithstanding anything set forth in this Release Agreement to the contrary, Executive shall not be prohibited from reporting possible violations of federal or state law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, nor is Executive required to notify the Company regarding any such reporting, disclosure or cooperation with the government.

(b) Noncompetition. Executive acknowledges that the nature of the Company Group’s business and Executive’s position with the Company is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company Group during the 12 months following the termination of Executive’s employment with the Company, it would not be possible, or would be very difficult, for Executive not to rely on or use the Company Group’s trade secrets and Confidential Information. Thus, to avoid the inevitable disclosure of the Company Group’s trade secrets and Confidential Information, and to protect such trade secrets and Confidential Information and the Company Group’s relationships and goodwill with customers, for a period of 12 months after the termination date (the “Restricted Period”), Executive will not directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business anywhere in the United States and Mexico (the “Restricted Area”) that competes with any member of the Company Group in the healthcare real estate acquisition, development, leasing, management, investment or financing industry (a “Competing Business”); provided, that Executive may purchase and hold only for investment purposes less than two percent of the shares of any corporation in competition with the Company Group whose shares are regularly traded on a national securities exchange. Notwithstanding the preceding sentence, in the event Executive accepts employment with or provides services to a business (the “Service Recipient”) that is affiliated with another business that engages in a Competing Business or which derives a de minimis portion of its gross revenues from Competing Businesses, Executive’s employment by or service to the Service Recipient shall not constitute a breach by Executive of his obligations pursuant to this Section 8(b) so long as each of the following conditions is satisfied at all times during the Restricted Period and while Executive is employed by or providing service to the Service Recipient: (i) no more than 10% of the gross revenues of the Service Recipient are derived from Competing Businesses; (ii) no more than 10% of the gross revenues of the Service Recipient and those entities that (directly or through one or more intermediaries) are controlled by, control, or are under common control with such Service Recipient, together on a consolidated basis, are derived from Competing Businesses; and (iii) in the course of Executive’s services for the Service Recipient, a material portion (no more than 10%) of Executive’s services are not directly involved in or responsible for any Competing Business. The foregoing covenants in this Section 8(b) shall continue in effect through the entire Restricted Period regardless of whether Executive is then entitled to receive or retain the Severance Payment from the Company.

(c) Non-Solicitation of Employees. During the Restricted Period, Executive shall not directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, or hire any employee or independent contractor of the Company Group whose annual rate of compensation is then $50,000 or more or cause any such Company Group employee or contractor to leave his employment or engagement with the Company Group either for employment with Executive or for any other entity or person. The foregoing covenants in this Section 8(c) shall continue in

effect through the entire Restricted Period regardless of whether Executive is then entitled to receive or retain the Severance Payment from the Company.

(d) Non-Solicitation of Customers. During the Restricted Period, Executive shall not directly or indirectly influence or attempt to influence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company Group to divert their business away from the Company Group to any Competing Business, and Executive agrees not to otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between any member of the Company Group and any of its customers, suppliers, vendors, lessors, licensors, joint venturers, associates, officers, employees, consultants, managers, partners, members or investors. The foregoing covenants in this Section 8(d) shall continue in effect through the entire Restricted Period regardless of whether Executive is then entitled to receive or retain any the Severance Payment from the Company.

(e) Non-Disparagement. During Executive’s employment with the Company Group and thereafter, Executive shall not make any statement, publicly or privately, that would or would be reasonably expected to disparage the Company or its affiliates or subsidiaries, or any of their respective officers, directors, employees, or agents. During Executive’s employment with the Company Group and thereafter, the Company will instruct its officers and directors not to make any statement, publicly or privately, that would or would be reasonably expected to disparage Executive. Nothing in this Agreement or otherwise prevents any person from making any truthful statement (i) to the extent required or protected by law or legal process or (ii) to a governmental agency or any judicial, arbitral or self-regulatory forum.

(g) Understanding of Covenants. Executive, by signing this Release Agreement, represents as follows: Executive (i) is familiar with the foregoing covenants set forth in this Section 8, (ii) is fully aware of Executive’s obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage of the foregoing covenants set forth in this Section 8, (iv) agrees that the Company Group currently conducts business throughout the Restricted Area and (v) agrees that such covenants are necessary to protect the Company Group’s confidential and proprietary information, goodwill, stable workforce, and customer relations.

(f) Right to Injunctive and Equitable Relief. Executive’s obligations not to disclose or use Confidential Information and to refrain from the solicitations described in this Section 8 are of a special and unique character, which gives them a peculiar value. The Company cannot be reasonably or adequately compensated in damages in an action at law in the event Executive breaches such obligations, and the breach of such obligations would cause irreparable harm to the Company. Therefore, the Company shall be entitled to injunctive and other equitable relief without bond or other security in the event of such breach in addition to any other rights or remedies which the Company may possess. Furthermore, Executive’s obligations and the rights and remedies of the Company under this Section 8 are cumulative and in addition to, and not in lieu of, any obligations, rights, or remedies created by applicable law relating to misappropriation or theft of trade secrets or confidential information.

(g) Cooperation. Executive shall promptly return all electronic files, including text messages and other documents (electronic or otherwise) still in Executive’s possession and not already returned to Company. Executive shall respond to all reasonable inquiries of the Company about any matters concerning the Company or its affairs that occurred or arose during Executive’s employment by the Company, and Executive shall reasonably cooperate with the Company in investigating, prosecuting and defending any charges, claims, demands, liabilities,

causes of action, lawsuits or other proceedings by, against or involving the Company relating to the period during which Executive was employed by the Company or relating to matters of which Executive had or should have had knowledge or information. Further, except as required by law, Executive will at no time voluntarily serve as a witness or offer written or oral testimony against the Company in conjunction with any complaints, charges or lawsuits brought against the Company by or on behalf of any current or former employees, or any governmental or administrative agencies related to Executive’s period of employment and will provide the Company with notice of any subpoena or other request for such information or testimony.

9. Certain Exceptions; Defend Trade Secrets Act Notice of Immunity Rights. Nothing herein shall be construed to prohibit Executive from communicating directly with, cooperating with, or providing information to, any government regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice. Executive acknowledges that the Company has provided Executive with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (a) Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (b) Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of proprietary information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (c) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the proprietary information to his attorney and use the proprietary information in the court proceeding, if Executive files any document containing the proprietary information under seal, and does not disclose the proprietary information, except pursuant to court order.

10. Severability. It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Release Agreement or affecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11. Counterparts. This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

12. Governing Law. THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED STATES FEDERAL LAW, THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF COLORADO OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY

JURISDICTION OTHER THAN UNITED STATES FEDERAL LAW AND THE LAW OF THE STATE OF COLORADO TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE STATE OF COLORADO, WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

13. Amendment and Waiver. The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Release Agreement or any provision hereof.

14. Descriptive Headings. The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement.

15. Construction. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

16. Arbitration.

(a) The Company and Executive hereby consent to the resolution by mandatory and binding arbitration of all claims or controversies arising out of or in connection with the Release Agreement that the Company may have against the Executive, or that the Executive may have against the Company or against any of its officers, directors, employees or agents acting in their capacity as such. Each party’s promise to resolve all such claims or controversies by arbitration in accordance with the Release Agreement rather than through the courts is consideration for the other party’s like promise. It is further agreed that the decision of an arbitrator on any issue, dispute, claim or controversy submitted for arbitration, shall be final and binding upon the Company and the Executive and that judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.

(b) Except as otherwise provided in this procedure or by mutual agreement of the parties, any arbitration shall be before a sole arbitrator (the “Arbitrator”) selected from Judicial Arbitration & Mediation Services, Inc., Denver, Colorado, or its successor (“JAMS”), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of applicable law as the exclusive remedy of such dispute.

(c) The Arbitrator shall interpret the Release Agreement, any applicable Company policy or rules and regulations, any applicable substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or applicable federal law. In reaching his or her decision, the Arbitrator shall have no authority to change or modify any lawful Company policy, rule or regulation, or the Release Agreement. Except as provided in Section 16(d), the Arbitrator, and not any federal, state or local court or agency, shall have exclusive and broad authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of the Release Agreement, including but not limited to, any claim that all or any part of the Release

Agreement is voidable. The Arbitrator shall have the authority to decide dispositive motions. Following completion of the arbitration, the arbitrator shall issue a written decision disclosing the essential findings and conclusions upon which the award is based.

(d) Notwithstanding the foregoing, provisional injunctive relief may, but need not, be sought by the Executive or the Company in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally resolved by the Arbitrator in accordance with the foregoing. Final resolution of any dispute through arbitration may include any remedy or relief which would otherwise be available at law and which the Arbitrator deems just and equitable. The Arbitrator shall have the authority to award full damages as provided by law. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.

17. Nouns and Pronouns. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa.

18. Legal Counsel. Each party recognizes that this is a legally binding contract. Executive acknowledges and agrees that he has read and understands this Release Agreement completely, is entering into it freely and voluntarily, and has been advised to seek legal counsel of his own choice prior to entering into this Release Agreement and he has had ample opportunity to do so.

***

[The remainder of this page is left blank intentionally.]

The undersigned have read and understood the consequences of this Release Agreement and have voluntarily signed it. The undersigned declare under penalty of perjury under the laws of the State of Colorado that the foregoing is true and correct.

EXECUTED this 1st day of November 2022.

EXECUTIVE

/s/ Troy E. McHenry

Troy E. McHenry

HEALTHPEAK PROPERTIES, INC., a Maryland corporation

By: /s/ Peter A. Scott

Name: Peter A. Scott

Title: CFO

ENDORSEMENT

I, Troy E. McHenry, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period.

I declare under penalty of perjury under the laws of the United States and the State of Colorado that the foregoing is true and correct.

EXECUTED this 1st day of November 2022, at Denver, Colorado.

/s/ Troy E. McHenry

Troy E. McHenry

Exhibit 99.1

Healthpeak Properties Reports Third Quarter 2022 Results

DENVER, November 1, 2022 - Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the third quarter ended September 30, 2022.

THIRD QUARTER 2022 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS

–Net income of $0.65 per share, Nareit FFO of $0.42 per share, FFO as Adjusted of $0.43 per share, and blended Total Same-Store Portfolio Cash (Adjusted) NOI growth of 5.1%

▪Life Science and MOB Same-Store Portfolio Cash (Adjusted) NOI growth of 5.4% and 4.9%, respectively

–Increasing full-year 2022 FFO as Adjusted and Total Portfolio Same-Store Cash (Adjusted) NOI growth guidance

–Life science leasing update:

▪Third quarter lease executions totaled over 500,000 square feet

▪$1 billion active life science development pipeline is 81% pre-leased

–Balance Sheet:

▪Closed on the previously announced $500 million delayed draw senior unsecured term loans and related interest rate swaps resulting in a 3.5% fixed contractual rate through the initial 2027 maturities

▪Net debt to adjusted EBITDAre and liquidity were 5.3x and $2.4 billion, respectively, as of September 30, 2022

–Appointed Scott Brinker as President and Chief Executive Officer and elected him to the Healthpeak Board

–The Board of Directors declared a quarterly common stock cash dividend of $0.30 per share to be paid on November 18, 2022, to stockholders of record as of the close of business on November 7, 2022

–Received the GRESB Green Star designation and named a constituent in the FTSE4Good Index, each for the eleventh consecutive year

THIRD QUARTER COMPARISON


	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021
(in thousands, except per share amounts)	Amount		Per Share		Amount		Per Share
Net income, diluted	$	353,366	$	0.65	$	54,442	$	0.10
Nareit FFO, diluted	227,426		0.42		196,565		0.36
FFO as Adjusted, diluted	235,504		0.43		219,784		0.40
AFFO, diluted	194,963				181,389

Nareit FFO, FFO as Adjusted, AFFO, Same-Store Cash (Adjusted) NOI and 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 "September 30, 2022 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 in the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.

Page 1

SAME-STORE ("SS") OPERATING SUMMARY

The table below outlines the year-over-year three-month SS Cash (Adjusted) NOI growth on an actual and pro forma basis. The Pro Forma table reflects the results excluding government grants under the CARES Act for our CCRC portfolio.


Actual
Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth
	Three Month				Year-To-Date
	SS Growth %		% of SS		SS Growth %		% of SS
Life science	5.4	%	49.2	%	4.8	%	47.8	%
Medical office	4.9	%	41.2	%	4.3	%	40.6	%
CCRC	4.1	%	9.6	%	5.6	%	11.6	%
Total Portfolio	5.1	%	100.0	%	4.7	%	100.0	%


Pro Forma (excluding CARES)
Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth
	Three Month				Year-To-Date
	SS Growth %		% of SS		SS Growth %		% of SS
Life science	5.4	%	49.2	%	4.8	%	48.3	%
Medical office	4.9	%	41.2	%	4.3	%	41.0	%
CCRC	4.2	%	9.6	%	(1.8	%)	10.7	%
Total Portfolio	5.1	%	100.0	%	3.9	%	100.0	%

Page 2

SOUTH SAN FRANCISCO JOINT VENTURES

POINTE GRAND REDEVELOPMENT

As previously announced, in August 2022, Healthpeak and a sovereign wealth fund partner (“SWF Partner”) entered into a 70% (Healthpeak) / 30% (SWF Partner) joint venture (“JV”) on an approximately 400,000 square foot portfolio of seven life science buildings on Healthpeak’s Pointe Grand campus in South San Francisco. The JV generated cash proceeds to Healthpeak of $126 million at closing.

The JV intends to capitalize on Pointe Grand’s A+ location to redevelop the buildings and create differentiated product, offering tenants speed to market in high-quality, purpose-built lab space.

During the third quarter, four buildings entered redevelopment. The remaining three buildings are expected to enter redevelopment as in-place leases expire during 2023.

VANTAGE PHASES II & III DEVELOPMENT

As previously announced, Healthpeak and the SWF Partner have also signed agreements to develop Phases II and III of Vantage, a Class A life science development campus that is directly adjacent to Pointe Grand in South San Francisco and currently wholly-owned by Healthpeak. The purchase price for the Vantage Phase II & III joint venture is subject to final entitlements/density, and closing is subject to certain closing conditions, which we expect will be satisfied in the first half of 2023.

LIFE SCIENCE LEASING UPDATE

During the third quarter, life science lease executions totaled over 500,000 square feet including:

•154,000 square foot development lease with a global pharmaceutical company at Vantage in South San Francisco

•122,000 square foot full-building lease with a mid-cap public biotech company at 333 Oyster Point in South San Francisco

•55,000 square foot full-building lease at 280 E. Grand on the Pointe Grand redevelopment campus in South San Francisco

•53,000 square foot lease to a credit tenant at 65 Hayden in Boston

DEVELOPMENT UPDATE

THE SHORE AT SIERRA POINT

During the third quarter, Healthpeak placed in service the remaining 36,000 square feet, representing $49 million of investment, at Phase II of the The Shore, in Brisbane California.

The Shore is a 23-acre waterfront campus spanning approximately 629,000 square feet and is 100% leased to leading global pharmaceutical and biotech companies.

DISPOSITIONS

During the third quarter, Healthpeak closed on the sale of two non-core MOB assets, generating proceeds of $9 million.

SHARE REPURCHASE PROGRAM

As previously announced, in August 2022, Healthpeak’s Board of Directors approved a share repurchase program authorizing Healthpeak to purchase up to $500 million of common stock in the open market at Healthpeak’s discretion and subject to market conditions, regulatory constraints, and other customary conditions, until August 2024.

In August 2022, Healthpeak repurchased $56 million of common stock at a weighted average price of $27.16 per share.

BALANCE SHEET

In August 2022, Healthpeak closed two previously announced senior unsecured delayed draw term loans (the “Term Loan Facilities”) in an aggregate principal amount of up to $500 million, with initial stated maturities of 4.5 years (plus 1-year extension option at Healthpeak’s discretion) and 5 years, and an interest rate of adjusted SOFR plus 85 basis points based on Healthpeak’s current credit ratings. Also in August 2022, Healthpeak executed the previously announced forward-starting swaps to fix the interest rate of the Term Loan Facilities at a blended contractual rate of 3.5% for the initial stated term.

In October 2022, Healthpeak drew down the entirety of the $500 million Term Loan Facilities, which we used to repay commercial paper.

Including net proceeds from the future settlement of shares sold under equity forward contracts during the third quarter of 2021, Net debt to adjusted EBITDAre and liquidity were 5.3x and $2.4 billion, respectively, as of September 30, 2022.

EXECUTIVE LEADERSHIP ANNOUNCEMENTS

In October, Healthpeak announced that its Board of Directors had appointed Scott Brinker, the Company's President and Chief Investment Officer, as President and Chief Executive Officer, and elected him to the Healthpeak Board.

Additionally, as previously announced, in October, Scott Bohn, Executive Vice President – Co-Head of Life Science, was appointed Chief Development Officer, in addition to retaining his role as Co-Head of Life Science, and Adam Mabry was promoted to Chief Investment Officer.

In November, Jeffrey Miller was appointed General Counsel. Mr. Miller joined Healthpeak in 2018 and has served in a variety of senior operational leadership roles.

ESG

Received the GRESB Green Star designation and named a constituent in the FTSE4Good Index, each for the eleventh consecutive year; named a finalist by IR Magazine and Corporate Secretary for Best Proxy Statement for the third consecutive year and Best ESG Reporting for the first time; included in Fortune’s list of Best Workplaces in Real Estate for the first time.

To learn more about Healthpeak's ESG program and view our 2021 ESG Report, please visit www.healthpeak.com/esg.

DIVIDEND

On October 27, 2022, Healthpeak announced that its Board declared a quarterly common stock cash dividend of $0.30 per share to be paid on November 18, 2022, to stockholders of record as of the close of business on November 7, 2022.

2022 GUIDANCE

We are updating the following guidance ranges for full year 2022:

▪Diluted earnings per common share from $0.97 – $1.03 to $0.94 – $0.96

▪Diluted Nareit FFO share from $1.70 – $1.76 to $1.67 – $1.69

▪Diluted FFO as Adjusted per share from $1.68 – $1.74 to $1.72 – $1.74

▪Total Portfolio Same-Store Cash (Adjusted) NOI growth Guidance from 3.50% – 5.00% to 4.50% – 5.50%

These estimates do not reflect the potential impact from unannounced future transactions. These estimates are based on our view of existing market conditions, transaction timing, and other assumptions for the year ending December 31, 2022. For additional details and assumptions underlying this guidance, please see page 38 in our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, both of which are available in the Investor Relations section of our website at http://ir.healthpeak.com.

COMPANY INFORMATION

Healthpeak has scheduled a conference call and webcast for Wednesday, November 2, 2022, at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time) to review its financial and operating results for the quarter ended September 30, 2022. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (international). The conference ID number is 4482164. 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 November 2, 2023, and a telephonic replay can be accessed through November 8, 2022, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (international) and entering conference ID number 4571885. 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 CCRC. 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.

FORWARD-LOOKING STATEMENTS

Statements contained 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, densifications, 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; and (iii) the information presented under the heading "2022 Guidance." Pending acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed 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: epidemics, pandemics or other infectious diseases, including Covid, and health and safety measures intended to reduce their spread, and how quickly and to what extent normal economic and operating conditions can resume within the markets in which we operate; 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; increased competition, operating costs and market changes affecting our tenants, operators and borrowers; the financial condition of our tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in a specific sector than if we invested in multiple industries and exposes us to the risks inherent in illiquid investments; our ability to identify and secure replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; our property development, redevelopment and tenant improvement activity risks, including project abandonments, project delays and lower profits than expected; changes within the life science industry; high levels of regulation, funding requirements, expense and uncertainty faced by our life science tenants; the ability of the hospitals on whose campuses our MOBs are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to maintain or expand our hospital and health system client relationships; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; economic and other conditions that negatively affect geographic areas from which we recognize a greater percentage of our revenue; uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators; 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; our use of fixed rent escalators, contingent rent provisions and/or rent escalators based on the Consumer Price Index; competition for suitable

healthcare properties to grow our investment portfolio; our ability to foreclose on collateral securing our real estate-related loans; our ability to make material acquisitions and successfully integrate them; the potential impact on us and our tenants, operators and borrowers from litigation matters, including rising liability and insurance costs; an increase in our borrowing costs, including due to higher interest rates; the availability of external capital on acceptable terms or at all, including due to rising interest rates, changes in our credit ratings and the value of our common stock, volatility or uncertainty in the capital markets, and other factors; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness; changes in global, national and local economic and other conditions; laws or regulations prohibiting eviction of our tenants; the failure of our tenants, operators and borrowers to comply with federal, state and local laws and regulations, including resident health and safety requirements, as well as licensure, certification and inspection requirements; required regulatory approvals to transfer our senior housing properties; compliance with the Americans with Disabilities Act and fire, safety and other regulations; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administration decisions affecting the Centers for Medicare and Medicaid Services; our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; environmental compliance costs and liabilities associated with our real estate investments; our ability to maintain our qualification as REIT; changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings and profits distributions; ownership limits in our charter that restrict ownership in our stock; the loss or limited availability of our key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; 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, CFA

Senior Vice President – Investor Relations

720-428-5400

Healthpeak Properties, Inc.

Consolidated Balance Sheets

In thousands, except share and per share data


	September 30, 2022		December 31, 2021
Assets
Real estate:
Buildings and improvements	$	12,633,935	$	12,025,271
Development costs and construction in progress	744,711		877,423
Land	2,647,430		2,603,964
Accumulated depreciation and amortization	(3,148,019)		(2,839,229)
Net real estate	12,878,057		12,667,429
Net investment in direct financing leases	—		44,706
Loans receivable, net of reserves of $5,115 and $1,813	383,991		415,811
Investments in and advances to unconsolidated joint ventures	698,903		403,634
Accounts receivable, net of allowance of $2,521 and $1,870	53,964		48,691
Cash and cash equivalents	112,452		158,287
Restricted cash	54,500		53,454
Intangible assets, net	444,215		519,760
Assets held for sale and discontinued operations, net	51,495		37,190
Right-of-use asset, net	232,155		233,942
Other assets, net	752,224		674,615
Total assets	$	15,661,956	$	15,257,519

Liabilities and Equity
Bank line of credit and commercial paper	$	1,585,333	$	1,165,975

Senior unsecured notes	4,657,651		4,651,933
Mortgage debt	347,987		352,081
Intangible liabilities, net	162,874		177,232
Liabilities related to assets held for sale and discontinued operations, net	12,831		15,056
Lease liability	200,813		204,547
Accounts payable, accrued liabilities, and other liabilities	732,895		755,384
Deferred revenue	835,223		789,207
Total liabilities	8,535,607		8,111,415

Commitments and contingencies


Redeemable noncontrolling interests	127,583		87,344

Common stock, $1.00 par value: 750,000,000 shares authorized; 537,533,719 and 539,096,879 shares issued and outstanding	537,534		539,097
Additional paid-in capital	10,014,707		10,100,294
Cumulative dividends in excess of earnings	(4,114,806)		(4,120,774)
Accumulated other comprehensive income (loss)	29,526		(3,147)
Total stockholders’ equity	6,466,961		6,515,470

Joint venture partners	330,749		342,234
Non-managing member unitholders	201,056		201,056
Total noncontrolling interests	531,805		543,290

Total equity	6,998,766		7,058,760

Total liabilities and equity	$	15,661,956	$	15,257,519

Healthpeak Properties, Inc.

Consolidated Statements of Operations

In thousands, except per share data


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Revenues:
Rental and related revenues	$	392,301	$	353,516	$	1,149,530	$	1,022,130
Resident fees and services	122,142		119,022		369,062		352,458
Income from direct financing leases	—		2,179		1,168		6,522
Interest income	5,963		6,748		16,950		31,869
Total revenues	520,406		481,465		1,536,710		1,412,979

Costs and expenses:
Interest expense	44,078		35,905		123,531		121,429
Depreciation and amortization	173,190		177,175		531,412		506,172
Operating	220,208		202,139		642,499		574,032
General and administrative	24,549		23,270		73,161		72,260
Transaction costs	728		—		1,636		1,417

Impairments and loan loss reserves (recoveries), net	3,407		285		3,678		4,458
Total costs and expenses	466,160		438,774		1,375,917		1,279,768
Other income (expense):
Gain (loss) on sales of real estate, net	(4,149)		14,635		10,047		189,873
Gain (loss) on debt extinguishments	—		(667)		—		(225,824)
Other income (expense), net	305,678		1,670		326,855		5,604
Total other income (expense), net	301,529		15,638		336,902		(30,347)

Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	355,775		58,329		497,695		102,864
Income tax benefit (expense)	3,834		649		3,775		1,404
Equity income (loss) from unconsolidated joint ventures	(325)		2,327		2,141		4,517
Income (loss) from continuing operations	359,284		61,305		503,611		108,785

Income (loss) from discontinued operations	(1,298)		601		2,011		384,569

Net income (loss)	357,986		61,906		505,622		493,354
Noncontrolling interests’ share in continuing operations	(4,016)		(7,195)		(11,701)		(14,036)
Noncontrolling interests’ share in discontinued operations	—		—		—		(2,539)
Net income (loss) attributable to Healthpeak Properties, Inc.	353,970		54,711		493,921		476,779

Participating securities’ share in earnings	(604)		(269)		(2,523)		(3,001)
Net income (loss) applicable to common shares	$	353,366	$	54,442	$	491,398	$	473,778

Basic earnings (loss) per common share:
Continuing operations	$	0.66	$	0.10	$	0.91	$	0.17
Discontinued operations	0.00		0.00		0.00		0.71
Net income (loss) applicable to common shares	$	0.66	$	0.10	$	0.91	$	0.88

Diluted earnings (loss) per common share:
Continuing operations	$	0.65	$	0.10	$	0.91	$	0.17
Discontinued operations	0.00		0.00		0.00		0.71
Net income (loss) applicable to common shares	$	0.65	$	0.10	$	0.91	$	0.88

Weighted average shares outstanding:
Basic	538,417		539,021		539,105		538,879
Diluted	546,015		539,388		544,852		539,159

Healthpeak Properties, Inc.

Funds From Operations

In thousands, except per share data


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Net income (loss) applicable to common shares	$	353,366	$	54,442	$	491,398	$	473,778
Real estate related depreciation and amortization	173,190		177,175		531,412		506,172
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures	8,704		4,722		19,049		12,044
Noncontrolling interests’ share of real estate related depreciation and amortization	(4,464)		(4,849)		(14,487)		(14,599)

Loss (gain) on sales of depreciable real estate, net(1)	5,280		(41,393)		(11,408)		(598,531)
Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures	239		(1,068)		89		(6,934)
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net	—		3,450		12		5,628
Loss (gain) upon change of control, net(2)	(311,438)		—		(311,438)		(1,042)
Taxes associated with real estate dispositions	197		483		31		2,666
Impairments (recoveries) of depreciable real estate, net	—		1,952		—		5,695


Nareit FFO applicable to common shares	225,074		194,914		704,658		384,877
Distributions on dilutive convertible units and other	2,352		1,651		7,055		—
Diluted Nareit FFO applicable to common shares	$	227,426	$	196,565	$	711,713	$	384,877
Diluted Nareit FFO per common share	$	0.42	$	0.36	$	1.30	$	0.71
Weighted average shares outstanding - diluted Nareit FFO	546,015		544,889		546,677		539,159
Impact of adjustments to Nareit FFO:
Transaction-related items	$	681	$	1,259	$	1,573	$	6,638
Other impairments (recoveries) and other losses (gains), net(3)	2,897		20,073		(5,874)		25,161
Restructuring and severance related charges	—		—		—		2,463
Loss (gain) on debt extinguishments	—		667		—		225,824


Casualty-related charges (recoveries), net(4)	4,514		558		4,103		5,203



Total adjustments	8,092		22,557		(198)		265,289
FFO as Adjusted applicable to common shares	233,166		217,471		704,460		650,166
Distributions on dilutive convertible units and other	2,338		2,313		7,055		6,323
Diluted FFO as Adjusted applicable to common shares	$	235,504	$	219,784	$	711,515	$	656,489
Diluted FFO as Adjusted per common share	$	0.43	$	0.40	$	1.30	$	1.20
Weighted average shares outstanding - diluted FFO as Adjusted	546,015		546,714		546,677		546,485

_______________________________________

(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations of this Earnings Release and the detailed financial information in the Discontinued Operations Reconciliation section included in the corresponding Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations section of our website at http://ir.healthpeak.com/.

(2)The three and nine months ended September 30, 2022 includes a gain upon change of control related to the sale of a 30% interest to a sovereign wealth fund and deconsolidation of seven previously consolidated life science assets in South San Francisco, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.

(3)The three months ended September 30, 2022 includes reserves for loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations. The nine months ended September 30, 2022 also includes the following, which are included in other income (expense), net in the Consolidated Statements of Operations: (i) a $23 million gain on sale of a hospital that was in a direct financing lease and (ii) $14 million of expenses incurred for tenant relocation and other costs associated with the demolition of an MOB. The three months ended September 30, 2021 includes the following: (i) a $22 million goodwill impairment charge in connection with our senior housing triple-net and SHOP asset sales which is reported in income (loss) from discontinued operations in the Consolidated Statements of Operations and (ii) recoveries of loan loss reserves recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations. The nine months ended September 30, 2021 also includes the following: (i) $6 million of accelerated recognition of a mark-to-market discount, less loan fees, resulting from prepayments on loans receivable which is included in interest income in the Consolidated Statements of Operations and (ii) an additional $7 million goodwill impairment charge in connection with our senior housing triple-net and SHOP asset sales.

(4)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations. The amounts are reported net of the associated income tax impact.

Healthpeak Properties, Inc.

Adjusted Funds From Operations

In thousands


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
FFO as Adjusted applicable to common shares	$	233,166	$	217,471	$	704,460	$	650,166
Stock-based compensation amortization expense	4,614		4,436		14,635		13,895
Amortization of deferred financing costs	2,691		2,343		8,069		6,677
Straight-line rents	(12,965)		(8,290)		(36,837)		(23,627)

AFFO capital expenditures	(24,358)		(28,980)		(75,103)		(72,112)


Deferred income taxes	(2,814)		(1,747)		(3,741)		(6,240)
Other AFFO adjustments	(7,020)		(5,494)		(20,545)		(15,181)
AFFO applicable to common shares	193,314		179,739		590,938		553,578
Distributions on dilutive convertible units and other	1,649		1,650		4,945		4,512
Diluted AFFO applicable to common shares	$	194,963	$	181,389	$	595,883	$	558,090
Weighted average shares outstanding - diluted AFFO	544,190		544,889		544,852		544,660

Exhibit 99.3

Discussion and

Reconciliation of Non-

GAAP Financial Measures

September 30, 2022

(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 From Operations (“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 include: (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 is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements, and includes 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. 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, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. 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. 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, and by presenting AFFO, we are assisting these parties in their evaluation. 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 and should only be considered together with and as a supplement to the Company’s financial information prepared 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 other impairments (recoveries) and other losses (gains), transaction-related items, prepayment costs (benefits) associated with early retirement or payment of debt, restructuring and severance related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock compensation expense, and foreign currency remeasurement losses (gains), adjusted to reflect the impact of transactions that closed during the quarter as if the transactions were completed at the beginning of the quarter. 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 to 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 Fees Certain of our CCRC 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), 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”). These adjustments are net of tax, when applicable. 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. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, DFLs, undeveloped land parcels, and loans receivable. 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.


			4


Definitions

Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents, restricted cash, and expected net proceeds from the future settlement of shares issued through our equity forward contracts, as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents and restricted cash 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.

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; 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 are calculated as NOI and Adjusted NOI from consolidated properties, plus our share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). Management utilizes its share of NOI and Adjusted NOI in assessing its performance as we have various joint ventures that contribute to its performance. We do not control our unconsolidated joint ventures, and our share of amounts from unconsolidated joint ventures do not represent our legal claim to such items. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.

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 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 Operating Expenses and Portfolio Cash Operating Expenses Portfolio Operating Expenses and Portfolio Cash Operating Expenses are non-GAAP supplemental measures. Portfolio Operating Expenses represent property level operating expenses (which exclude transition costs). Portfolio Operating Expenses include consolidated operating expenses plus the Company's pro rata share of operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs. Portfolio Cash Operating Expenses represent Portfolio Operating Expenses 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. Management believes that Portfolio Income is an important supplemental measure because it provides relevant and useful information regarding our performance; specifically, it is a measure of our property level profitability of the Company inclusive of interest income. Management believes that net income (loss) is the most directly comparable GAAP measure to Portfolio Income. Portfolio Income should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items.

Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues are non-GAAP supplemental measures. 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.


			5


Definitions

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 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. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR CCRC is a metric 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. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR Other is a metric 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.

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 and rental payments have commenced) 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 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.

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 and rental payments have commenced) 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 are considered Stabilized after 12 months in operations under a consistent reporting structure.


Reconciliations
In thousands, except per share data

Funds From Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income (loss) applicable to common shares	$	353,366	$	54,442	$	491,398	$	473,778
Real estate related depreciation and amortization	173,190		177,175		531,412		506,172
Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures	8,704		4,722		19,049		12,044
Noncontrolling interests’ share of real estate related depreciation and amortization	(4,464)		(4,849)		(14,487)		(14,599)

Loss (gain) on sales of depreciable real estate, net(1)	5,280		(41,393)		(11,408)		(598,531)
Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures	239		(1,068)		89		(6,934)
Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net	—		3,450		12		5,628
Loss (gain) upon change of control, net(2)	(311,438)		—		(311,438)		(1,042)
Taxes associated with real estate dispositions	197		483		31		2,666
Impairments (recoveries) of depreciable real estate, net	—		1,952		—		5,695


Nareit FFO applicable to common shares	225,074		194,914		704,658		384,877
Distributions on dilutive convertible units and other	2,352		1,651		7,055		—
Diluted Nareit FFO applicable to common shares	$	227,426	$	196,565	$	711,713	$	384,877

Weighted average shares outstanding - diluted Nareit FFO	546,015		544,889		546,677		539,159

Impact of adjustments to Nareit FFO:
Transaction-related items	$	681	$	1,259	$	1,573	$	6,638
Other impairments (recoveries) and other losses (gains), net(3)	2,897		20,073		(5,874)		25,161
Restructuring and severance related charges	—		—		—		2,463
Loss (gain) on debt extinguishments	—		667		—		225,824

Casualty-related charges (recoveries), net(4)	4,514		558		4,103		5,203



Total adjustments	8,092		22,557		(198)		265,289

FFO as Adjusted applicable to common shares	233,166		217,471		704,460		650,166
Distributions on dilutive convertible units and other	2,338		2,313		7,055		6,323
Diluted FFO as Adjusted applicable to common shares	$	235,504	$	219,784	$	711,515	$	656,489

Weighted average shares outstanding - diluted FFO as Adjusted	546,015		546,714		546,677		546,485

Diluted earnings per common share	$	0.65	$	0.10	$	0.91	$	0.88
Depreciation and amortization	0.33		0.33		0.98		0.93
Loss (gain) on sales of depreciable real estate, net	0.01		(0.07)		(0.02)		(1.11)
Loss (gain) upon change of control, net(2)	(0.57)		—		(0.57)		0.00
Taxes associated with real estate dispositions	0.00		0.00		0.00		0.00
Impairments (recoveries) of depreciable real estate, net	—		0.00		—		0.01
Diluted Nareit FFO per common share	$	0.42	$	0.36	$	1.30	$	0.71
Transaction-related items	0.00		0.00		0.00		0.01
Other impairments (recoveries) and other losses (gains), net(3)	0.00		0.04		(0.01)		0.05
Restructuring and severance related charges	—		—		—		0.00
Loss (gain) on debt extinguishments	—		0.00		—		0.42

Casualty-related charges (recoveries), net(4)	0.01		0.00		0.01		0.01



Diluted FFO as Adjusted per common share	$	0.43	$	0.40	$	1.30	$	1.20


			7


Reconciliations
In thousands, except per share data

Adjusted Funds From Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
FFO as Adjusted applicable to common shares	$	233,166	$	217,471	$	704,460	$	650,166
Stock-based compensation amortization expense	4,614		4,436		14,635		13,895
Amortization of deferred financing costs	2,691		2,343		8,069		6,677
Straight-line rents	(12,965)		(8,290)		(36,837)		(23,627)
AFFO capital expenditures	(24,358)		(28,980)		(75,103)		(72,112)


Deferred income taxes	(2,814)		(1,747)		(3,741)		(6,240)
Other AFFO adjustments	(7,020)		(5,494)		(20,545)		(15,181)
AFFO applicable to common shares	193,314		179,739		590,938		553,578
Distributions on dilutive convertible units and other	1,649		1,650		4,945		4,512
Diluted AFFO applicable to common shares	$	194,963	$	181,389	$	595,883	$	558,090

Weighted average shares outstanding - diluted AFFO	544,190		544,889		544,852		544,660

______________________________________

(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations on page 8 of the Earnings Release and Supplemental Report and Discontinued Operations Reconciliation on page 36 of this document for the three and nine months ended September 30, 2022.


			8


Reconciliations
Per share data

Projected Future Operations(1)


	Full Year 2022
	Low		High
Diluted earnings per common share	$	0.94	$	0.96
Real estate related depreciation and amortization	1.32		1.32
Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures	0.05		0.05
Noncontrolling interests' share of real estate related depreciation and amortization	(0.04)		(0.04)

Loss (gain) on sales of real estate, net	(0.02)		(0.02)


Loss (gain) upon change of control, net	(0.58)		(0.58)
Diluted Nareit FFO per common share	$	1.67	$	1.69

Other impairments (recoveries) and other losses (gains), net	(0.01)		(0.01)
Severance-related charge	0.05		0.05

Casualty-related charges (recoveries), net	0.01		0.01
Diluted FFO as Adjusted per common share	$	1.72	$	1.74

______________________________________

(1)The foregoing projections reflect management's view of current and future market conditions as of November 1, 2022 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on November 1, 2022. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. 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.


			9


Reconciliations
In millions

Projected SS Cash NOI(1)

For the projected year 2022 (low)


	Life Science		Medical Office		CCRC		Other		Corporate Adjustments		Total
Net income (loss)	$	613	$	212	$	(36)	$	14	$	(277)	$	526
Other income, costs, and expenses excluded from NOI(2)	—		234		137		1		277		650
NOI	$	613	$	446	$	101	$	15	$	—	$	1,176
Non-SS NOI	(154)		(86)		1		(15)		—		(254)
SS NOI	459		361		102		—		—		922
Non-cash adjustments to SS NOI(3)	(37)		(3)		1		—		—		(39)
SS Cash (Adjusted) NOI	$	423	$	358	$	103	$	—	$	—	$	883

For the projected year 2022 (high)


	Life Science		Medical Office		CCRC		Other		Corporate Adjustments		Total
Net income (loss)	$	611	$	210	$	(33)	$	19	$	(273)	$	534
Other income, costs, and expenses excluded from NOI(2)	5		239		137		1		274		656
NOI	$	616	$	449	$	104	$	20	$	1	$	1,190
Non-SS NOI	(155)		(86)		1		(20)		(1)		(261)
SS NOI	461		363		106		—		—		930
Non-cash adjustments to SS NOI(3)	(37)		(3)		1		—		—		(39)
SS Cash (Adjusted) NOI	$	425	$	359	$	107	$	—	$	—	$	891

For the year ended December 31, 2021


	Life Science		Medical Office		CCRC		Other		Corporate Adjustments		Total
Net income (loss)	$	245	$	356	$	(40)	$	39	$	(74)	$	526
Other income, costs, and expenses excluded from NOI(2)	306		68		132		(21)		77		562
NOI	$	551	$	424	$	92	$	18	$	3	$	1,088
Non-SS NOI	(113)		(71)		1		(18)		(3)		(203)
SS NOI	438		353		94		—		—		885
Non-cash adjustments to SS NOI(3)	(35)		(8)		3		—		—		(40)
SS Cash (Adjusted) NOI	$	403	$	345	$	97	$	—	$	—	$	845

______________________________________

(2)Represents interest income, gain (loss) on sales of real estate, net, other income (expense), net (inclusive of $311 million gain upon change in control within the Life Science segment), income tax benefit (expense), equity income (loss) from unconsolidated joint ventures (excluding NOI), interest expense, depreciation and amortization, general and administrative, transaction costs, and loss on debt extinguishments. The year ended December 31, 2021 includes discontinued operations in the corporate adjustments column.

(3)Represents straight-line rents, 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.


			10


Reconciliations
In thousands


Enterprise Gross Assets and Portfolio Investment


	September 30, 2022
	Life Science		Medical Office		CCRC		Other		Discontinued Operations(1)		Corporate Non-segment		Total
Consolidated total assets(2)	$	7,937,414	$	4,729,926	$	2,077,955	$	728,633	$	2,824	$	185,204	$	15,661,956
Investments in and advances to unconsolidated JVs	(341,143)		(8,855)		—		(348,905)		—		—		(698,903)
Accumulated depreciation and amortization(3)	1,315,937		1,815,372		407,130		—		—		—		3,538,439
Consolidated Gross Assets	$	8,912,208	$	6,536,443	$	2,485,085	$	379,728	$	2,824	$	185,204	$	18,501,492
Healthpeak's share of unconsolidated JV gross assets	383,765		19,047		403		486,617		61		—		889,893
Enterprise Gross Assets	$	9,295,973	$	6,555,490	$	2,485,488	$	866,345	$	2,885	$	185,204	$	19,391,385

Land held for development	(595,689)		(4,690)		—		—		—		—		(600,379)

Fully depreciated real estate and intangibles	415,045		520,723		17,389		—		—		—		953,157
Non-real estate related assets(4)	(292,983)		(394,327)		(230,077)		(22,934)		(2,885)		(185,204)		(1,128,410)
Real estate intangible liabilities	(193,095)		(137,890)		—		—		—		—		(330,985)
Noncontrolling interests' share of consolidated JVs real estate and related intangibles	(9,322)		(387,699)		—		—		—		—		(397,021)
Portfolio Investment	$	8,619,929	$	6,151,607	$	2,272,800	$	843,411	$	—	$	—	$	17,887,747

______________________________________

(1)In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP assets. Remaining balances associated with these assets are reported within discontinued operations and represents trailing activities primarily comprised of Accounts receivable, net of allowance and Cash and cash equivalents.

(2)Consolidated total assets represents total assets on the Consolidated Balance Sheet as of September 30, 2022 presented on page 7 within the Earnings Release and Supplemental Report for the quarter ended September 30, 2022.

(3)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.

(4)Balance includes cash and cash equivalents, restricted cash, right-of-use asset, net, accounts receivable, net of allowance, and other assets, net.


			11


Reconciliations
In thousands


Revenues


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Life Science	$	184,213	$	184,170	$	194,055	$	207,771	$	207,795
Medical Office	171,482		174,264		177,263		179,308		184,506
CCRC	119,022		118,867		121,560		125,360		122,142
Other	6,748		5,904		5,494		5,493		5,963


Total revenues	$	481,465	$	483,205	$	498,372	$	517,932	$	520,406
Life Science	—		—		—		—		—
Medical Office	—		—		—		—		—
CCRC	15		—		6,552		209		4
Other	—		—		—		—		—


Government grant income	$	15	$	—	$	6,552	$	209	$	4
Life Science	—		—		—		—		—
Medical Office	—		—		—		—		—
CCRC	—		—		—		—		—
Other	(6,748)		(5,904)		(5,494)		(5,493)		(5,963)


Less: Interest income	$	(6,748)	$	(5,904)	$	(5,494)	$	(5,493)	$	(5,963)
Life Science	1,521		1,487		1,431		1,267		2,938
Medical Office	737		720		732		761		756
CCRC	—		—		—		—		—
Other	17,109		17,233		18,045		18,215		18,656


Healthpeak's share of unconsolidated JVs real estate revenues	$	19,367	$	19,440	$	20,208	$	20,243	$	22,350
Life Science	—		—		—		—		—
Medical Office	—		—		—		—		—
CCRC	—		—		333		—		—
Other	—		739		315		—		183


Healthpeak's share of unconsolidated JVs government grant income	$	—	$	739	$	648	$	—	$	183
Life Science	(82)		(70)		(57)		(62)		(55)
Medical Office	(8,954)		(8,658)		(8,820)		(8,943)		(8,968)
CCRC	—		—		—		—		—
Other	—		—		—		—		—


Noncontrolling interests' share of consolidated JVs real estate revenues	$	(9,036)	$	(8,728)	$	(8,877)	$	(9,005)	$	(9,023)







Life Science	185,652		185,588		195,429		208,976		210,678
Medical Office	163,265		166,325		169,175		171,126		176,294
CCRC	119,037		118,868		128,445		125,569		122,146
Other	17,109		17,972		18,360		18,215		18,839


Portfolio Real Estate Revenues	$	485,063	$	488,753	$	511,409	$	523,886	$	527,957
Life Science	(11,030)		(11,402)		(14,272)		(21,653)		(15,231)
Medical Office	(4,337)		(4,306)		(4,180)		(3,643)		(4,780)
CCRC	—		—		—		—		—
Other	12		(4)		23		86		66


Non-cash adjustments to Portfolio Real Estate Revenues	$	(15,355)	$	(15,712)	$	(18,429)	$	(25,210)	$	(19,945)

Continued


			12


Reconciliations
In thousands

Revenues


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Life Science	174,622		174,186		181,157		187,323		195,447
Medical Office	158,928		162,019		164,995		167,483		171,514
CCRC	119,037		118,868		128,445		125,569		122,146
Other	17,121		17,968		18,383		18,301		18,905


Portfolio Cash Real Estate Revenues	$	469,708	$	473,041	$	492,980	$	498,676	$	508,012
Life Science	11,030		11,402		14,272		21,653		15,231
Medical Office	4,337		4,306		4,180		3,643		4,780
CCRC	—		—		—		—		—
Other	(12)		4		(23)		(86)		(66)


Non-cash adjustments to Portfolio Real Estate Revenues	$	15,355	$	15,712	$	18,429	$	25,210	$	19,945
Life Science	(29,131)		(31,038)		(35,239)		(44,009)		(40,999)
Medical Office	(21,346)		(24,360)		(24,526)		(25,472)		(27,407)
CCRC	—		—		(333)		—		—
Other	(17,109)		(17,972)		(18,360)		(18,215)		(18,839)


Non-SS Portfolio Real Estate Revenues	$	(67,586)	$	(73,370)	$	(78,458)	$	(87,696)	$	(87,245)
Life Science	156,521		154,550		160,190		164,967		169,679
Medical Office	141,919		141,965		144,649		145,654		148,887
CCRC	119,037		118,868		128,112		125,569		122,146
Other	—		—		—		—		—


Portfolio Real Estate Revenue - SS(1)	$	417,477	$	415,383	$	432,951	$	436,190	$	440,712
Life Science	(9,150)		(8,533)		(9,749)		(10,883)		(10,477)
Medical Office	(3,378)		(3,063)		(2,916)		(2,618)		(2,915)
CCRC	—		—		—		—		—
Other	—		—		—		—		—


Non-cash adjustment to SS Portfolio Real Estate Revenues	$	(12,528)	$	(11,596)	$	(12,665)	$	(13,501)	$	(13,392)
Life Science	147,371		146,017		150,441		154,084		159,202
Medical Office	138,541		138,902		141,733		143,036		145,972
CCRC	119,037		118,868		128,112		125,569		122,146
Other	—		—		—		—		—


Portfolio Cash Real Estate Revenue - SS(1)	$	404,949	$	403,787	$	420,286	$	422,689	$	427,320


			13


Reconciliations
In thousands


Operating Expenses


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Life Science	$	44,923	$	43,936	$	48,189	$	49,446	$	55,162
Medical Office	58,430		59,184		61,170		63,321		64,782
CCRC	98,799		96,127		97,888		102,277		100,264
Other	(13)		—		—		—		—


Operating expenses	$	202,139	$	199,247	$	207,247	$	215,044	$	220,208
Life Science	463		520		483		483		777
Medical Office	305		258		299		301		313
CCRC	32		(346)		—		—		—
Other	13,450		13,370		14,055		14,150		14,599


Healthpeak's share of unconsolidated JVs operating expenses	$	14,250	$	13,802	$	14,837	$	14,934	$	15,689
Life Science	(25)		(21)		(19)		(19)		(21)
Medical Office	(2,659)		(2,356)		(2,602)		(2,726)		(2,558)
CCRC	—		—		—		—		—
Other	—		—		—		—		—


Noncontrolling interests' share of consolidated JVs operating expenses	$	(2,684)	$	(2,377)	$	(2,621)	$	(2,745)	$	(2,579)
Life Science	45,361		44,435		48,653		49,910		55,918
Medical Office	56,076		57,086		58,867		60,896		62,537
CCRC	98,831		95,781		97,888		102,277		100,264
Other	13,437		13,370		14,055		14,150		14,599


Portfolio Operating Expenses	$	213,705	$	210,672	$	219,463	$	227,233	$	233,318
Life Science	(10)		(9)		(160)		(9)		(10)
Medical Office	(711)		(740)		(633)		(694)		(701)
CCRC	(724)		(1,270)		—		—		—
Other	113		27		31		32		(10)


Non-cash adjustments to Portfolio Operating Expenses	$	(1,332)	$	(1,992)	$	(762)	$	(671)	$	(721)
Life Science	45,351		44,426		48,493		49,901		55,908
Medical Office	55,365		56,346		58,234		60,202		61,836
CCRC	98,107		94,511		97,888		102,277		100,264
Other	13,550		13,397		14,086		14,182		14,589


Portfolio Cash Operating Expenses	$	212,373	$	208,680	$	218,701	$	226,562	$	232,597
Life Science	10		9		160		9		10
Medical Office	711		740		633		694		701
CCRC	724		1,270		—		—		—
Other	(113)		(27)		(31)		(32)		10


Non-cash adjustments to Portfolio Operating Expenses	$	1,332	$	1,992	$	762	$	671	$	721
Life Science	(6,437)		(7,373)		(9,222)		(9,752)		(10,974)
Medical Office	(8,244)		(9,117)		(10,391)		(11,746)		(11,810)
CCRC	(426)		(62)		(490)		(443)		(350)
Other	(13,437)		(13,370)		(14,055)		(14,150)		(14,599)


Non-SS Portfolio Operating Expenses	$	(28,544)	$	(29,922)	$	(34,158)	$	(36,091)	$	(37,733)

Continued


			14


Reconciliations
In thousands


Operating Expenses


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Life Science	38,924		37,062		39,431		40,158		44,944
Medical Office	47,832		47,969		48,476		49,150		50,727
CCRC	98,405		95,719		97,398		101,834		99,914
Other	—		—		—		—		—


Portfolio Operating Expenses - SS(1)	$	185,161	$	180,750	$	185,305	$	191,142	$	195,585
Life Science	(10)		(9)		(160)		(9)		(9)
Medical Office	(661)		(626)		(620)		(620)		(615)
CCRC	(724)		(1,542)		—		—		—
Other	—		—		—		—		—


Non-cash adjustment to SS Portfolio Operating Expenses	$	(1,395)	$	(2,177)	$	(780)	$	(629)	$	(624)
Life Science	38,914		37,053		39,271		40,149		44,935
Medical Office	47,171		47,343		47,856		48,530		50,112
CCRC	97,681		94,177		97,398		101,834		99,914
Other	—		—		—		—		—


Portfolio Cash Operating Expenses - SS(1)	$	183,766	$	178,573	$	184,525	$	190,513	$	194,961


			15


Reconciliations
In thousands

Revenues

Operating Expenses


Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Life Science	$	609,620	Life Science	$	152,796
Medical Office	541,078		Medical Office	189,274
CCRC	369,062		CCRC	300,429
Other	16,950		Other	—


Total revenues	$	1,536,710	Operating expenses	$	642,499
Life Science	—		Life Science	1,744
Medical Office	—		Medical Office	912
CCRC	6,765		CCRC	—
Other	—		Other	42,804


Government grant income	$	6,765	Healthpeak's share of unconsolidated JVs operating expenses	$	45,460
Life Science	—		Life Science	(59)
Medical Office	—		Medical Office	(7,886)
CCRC	—		CCRC	—
Other	(16,950)		Other	—


Less: Interest income	$	(16,950)	Noncontrolling interests' share of consolidated JVs operating expenses	$	(7,945)
Life Science	5,637		Life Science	154,481
Medical Office	2,249		Medical Office	182,300
CCRC	—		CCRC	300,429
Other	54,918		Other	42,804


Healthpeak's share of unconsolidated JVs real estate revenues	$	62,804	Portfolio Operating Expenses	$	680,014
Life Science	—		Life Science	(178)
Medical Office	—		Medical Office	(2,028)
CCRC	334		CCRC	—
Other	497		Other	53


Healthpeak's share of unconsolidated JVs government grant income	$	831	Non-cash adjustments to Portfolio Operating Expenses	$	(2,153)
Life Science	(174)		Life Science	154,303
Medical Office	(26,732)		Medical Office	180,272
CCRC	—		CCRC	300,429
Other	—		Other	42,857


Noncontrolling interests' share of consolidated JVs real estate revenues	$	(26,906)	Portfolio Cash Operating Expenses	$	677,861
Life Science	615,083		Life Science	$	178
Medical Office	516,595		Medical Office	2,028
CCRC	376,161		CCRC	—
Other	55,415		Other	(53)


Portfolio Real Estate Revenues	$	1,563,254	Non-cash Portfolio Cash Operating Expenses	$	2,153
Life Science	(51,155)		Life Science	(42,110)
Medical Office	(12,602)		Medical Office	(43,894)
CCRC	—		CCRC	(1,283)
Other	173		Other	(42,804)


Non-cash adjustments to Portfolio Real Estate Revenues	$	(63,584)	Non-SS Portfolio Operating Expenses	$	(130,091)


			16


Reconciliations
In thousands


Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Life Science	563,928		Life Science	112,371
Medical Office	503,993		Medical Office	138,406
CCRC	376,161		CCRC	299,146
Other	55,588		Other	—


Portfolio Cash Real Estate Revenues	$	1,499,670	Portfolio Operating Expenses - SS(1)	$	549,923
Life Science	51,155		Life Science	(178)
Medical Office	12,602		Medical Office	(1,689)
CCRC	—		CCRC	—
Other	(173)		Other	—


Non-cash adjustments to Portfolio Real Estate Revenues	$	63,584	Non-cash adjustment to SS Portfolio Operating Expenses	$	(1,867)
Life Science	(157,265)		Life Science	112,193
Medical Office	(103,956)		Medical Office	136,717
CCRC	(333)		CCRC	299,146
Other	(55,415)		Other	—


Non-SS Portfolio Real Estate Revenue	$	(316,969)	Portfolio Cash Operating Expenses - SS(1)	$	548,056
Life Science	$	457,818
Medical Office	412,639
CCRC	375,828
Other	—


Portfolio Real Estate Revenue - SS(1)	$	1,246,285
Life Science	(28,925)
Medical Office	(7,007)
CCRC	—
Other	—


Non-cash adjustment to SS Portfolio Real Estate Revenues	$	(35,932)
Life Science	428,893
Medical Office	405,632
CCRC	375,828
Other	—


Portfolio Cash Real Estate Revenue - SS(1)	$	1,210,353

______________________________________

(1)The property count used for Portfolio Real Estate Revenues - SS, Portfolio Cash Real Estate Revenues - SS, Portfolio Operating Expenses - SS, and Portfolio Cash Operating Expenses - SS differed for the three and nine months ended September 30, 2022.


			17


Reconciliations
In thousands


EBITDAre and Adjusted EBITDAre


	Three Months Ended September 30, 2022
Net income (loss)	$	357,986
Interest expense	44,078
Income tax expense (benefit)(1)	(3,724)
Depreciation and amortization	173,190
Other depreciation and amortization	1,315
Loss (gain) on sales of real estate(1)	5,280
Loss (gain) upon change of control	(311,438)

Share of unconsolidated JV:
Interest expense	(272)
Income tax expense (benefit)	118
Depreciation and amortization	8,704

Loss (gain) on sale of real estate from unconsolidated JVs	239

EBITDAre	$	275,476






Transaction-related items, net	728

Other impairments (recoveries) and losses (gains)(2)	3,407



Casualty-related charges (recoveries)	5,380
Stock-based compensation amortization expense	4,614


Impact of transactions closed during the quarter(3)	(8)

Adjusted EBITDAre	$	289,597


Adjusted Fixed Charge Coverage


	Three Months Ended September 30, 2022


Interest expense, including unconsolidated JV interest expense at share	43,806
Capitalized interest	10,911
Fixed Charges	$	54,717

Adjusted Fixed Charge Coverage	5.3x

______________________________________

(2)Adjustment includes reserves for loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.

(3)Adjustment reflects the impact of transactions that closed during the quarter as if the transactions were completed at the beginning of the quarter.


			18


Reconciliations
In thousands


Enterprise Debt and Net Debt


	September 30, 2022
Bank line of credit and commercial paper	$	1,585,333

Senior unsecured notes	4,657,651
Mortgage debt	347,987

Consolidated Debt	$	6,590,971
Share of unconsolidated JV mortgage debt	39,776

Enterprise Debt	$	6,630,747
Cash and cash equivalents(1)	(114,624)
Share of unconsolidated JV cash and cash equivalents	(24,463)
Restricted cash	(54,500)
Share of unconsolidated JV restricted cash	(3,057)
Expected net proceeds from forward contracts	(308,491)
Net Debt	$	6,125,612


Financial Leverage


	September 30, 2022
Enterprise Debt	$	6,630,747
Enterprise Gross Assets	19,391,385
Financial Leverage	34.2%


Secured Debt Ratio


	September 30, 2022
Mortgage debt	$	347,987
Share of unconsolidated JV mortgage debt	39,776
Enterprise Secured Debt	$	387,763
Enterprise Gross Assets	19,391,385
Secured Debt Ratio	2.0%


Net Debt to Adjusted EBITDAre

September 30, 2022

Net Debt

6,125,612

Annualized Adjusted EBITDAre(2)

1,158,388

Net Debt to Adjusted EBITDAre

5.3x

______________________________________

(1)Includes cash and cash equivalents of $2 million on assets classified as discontinued operations.

(2)Represents the current quarter Adjusted EBITDAre multiplied by a factor of four.


			19


Reconciliations
In thousands


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

Total Portfolio


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Net income (loss)	$	61,906	$	32,576	$	75,343	$	72,293	$	357,986
Loss (income) from discontinued operations	(601)		(3,633)		(317)		(2,992)		1,298
Income (loss) from continuing operations	$	61,305	$	28,943	$	75,026	$	69,301	$	359,284
Interest income	(6,748)		(5,904)		(5,494)		(5,493)		(5,963)
Interest expense	35,905		36,551		37,586		41,867		44,078
Depreciation and amortization	177,175		178,114		177,733		180,489		173,190
General and administrative	23,270		26,043		23,831		24,781		24,549
Transaction costs	—		424		296		612		728
Loss (gain) on sales of real estate, net	(14,635)		(717)		(3,856)		(10,340)		4,149
Impairments and loan loss reserves (recoveries), net	285		18,702		132		139		3,407
Other expense (income), net	(1,670)		(662)		(18,316)		(2,861)		(305,678)
Loss (gain) on debt extinguishments	667		—		—		—		—
Income tax expense (benefit)	(649)		(1,857)		777		(718)		(3,834)
Government grant income	15		—		6,552		209		4
Equity loss (income) from unconsolidated JVs	(2,327)		(1,583)		(2,084)		(382)		325
Healthpeak's share of unconsolidated JVs NOI	5,117		6,378		6,019		5,309		6,844
Noncontrolling interests' share of consolidated JVs NOI	(6,352)		(6,351)		(6,256)		(6,260)		(6,444)
Portfolio NOI	$	271,358	$	278,081	$	291,946	$	296,653	$	294,639
Adjustment to Portfolio NOI	(14,023)		(13,719)		(17,666)		(24,539)		(19,224)
Portfolio Cash (Adjusted) NOI	$	257,335	$	264,362	$	274,280	$	272,114	$	275,415
Interest income	6,748		5,904		5,494		5,493		5,963

Portfolio Income	$	264,083	$	270,266	$	279,774	$	277,607	$	281,378
Interest income	(6,748)		(5,904)		(5,494)		(5,493)		(5,963)

Adjustment to Portfolio NOI	14,023		13,719		17,666		24,539		19,224
Non-SS Portfolio NOI	(39,042)		(43,449)		(44,300)		(51,605)		(49,512)
SS Portfolio NOI	$	232,316	$	234,632	$	247,646	$	245,048	$	245,127
Non-cash adjustment to SS Portfolio NOI	(11,134)		(9,418)		(11,885)		(12,872)		(12,769)
SS Portfolio Cash (Adjusted) NOI	$	221,182	$	225,214	$	235,761	$	232,176	$	232,358


			20


Reconciliations
In thousands

Life Science


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Net income (loss)	$	60,326	$	62,419	$	72,249	$	78,794	$	393,487
Loss (income) from discontinued operations	—		—		—		—		—
Income (loss) from continuing operations	$	60,326	$	62,419	$	72,249	$	78,794	$	393,487

Interest expense	46		36		—		—		—
Depreciation and amortization	79,570		78,237		78,138		79,673		70,141

Transaction costs	—		13		292		35		40

Loss (gain) on sales of real estate, net	—		—		(3,856)		—		—
Other expense (income), net	(22)		(1)		9		(29)		(311,912)


Equity loss (income) from unconsolidated JVs	(630)		(470)		(966)		(148)		877
Healthpeak's share of unconsolidated JVs NOI	1,058		967		948		784		2,161
Noncontrolling interests' share of consolidated JVs NOI	(57)		(49)		(38)		(43)		(34)
Portfolio NOI	$	140,291	$	141,152	$	146,776	$	159,066	$	154,760
Adjustment to Portfolio NOI	(11,021)		(11,392)		(14,112)		(21,644)		(15,221)
Portfolio Cash (Adjusted) NOI(1)	$	129,270	$	129,760	$	132,664	$	137,422	$	139,539





Adjustment to Portfolio NOI	11,021		11,392		14,112		21,644		15,221
Non-SS Portfolio NOI	(22,694)		(23,664)		(26,017)		(34,257)		(30,025)
SS Portfolio NOI	$	117,597	$	117,488	$	120,759	$	124,809	$	124,735
Non-cash adjustment to SS Portfolio NOI	(9,141)		(8,524)		(9,589)		(10,874)		(10,469)
SS Portfolio Cash (Adjusted) NOI	$	108,456	$	108,964	$	111,170	$	113,935	$	114,266

Medical Office


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Net income (loss)	$	58,632	$	27,064	$	58,417	$	56,929	$	47,663
Loss (income) from discontinued operations	—		—		—		—		—
Income (loss) from continuing operations	$	58,632	$	27,064	$	58,417	$	56,929	$	47,663

Interest expense	1,104		852		1,036		1,930		1,964
Depreciation and amortization	66,189		68,232		67,773		68,873		70,917

Transaction costs	—		28		4		70		94
Impairments and loan loss (reserves) recoveries, net	1,952		19,625		—		—		—
Loss (gain) on sales of real estate, net	(14,635)		(717)		—		(10,340)		(554)
Other expense (income), net	30		241		(10,937)		(1,264)		(154)


Equity loss (income) from unconsolidated JVs	(220)		(245)		(200)		(211)		(206)
Healthpeak's share of unconsolidated JVs NOI	432		462		433		460		443
Noncontrolling interests' share of consolidated JVs NOI	(6,295)		(6,302)		(6,218)		(6,217)		(6,410)
Portfolio NOI	$	107,189	$	109,240	$	110,308	$	110,230	$	113,757
Adjustment to Portfolio NOI	(3,626)		(3,566)		(3,546)		(2,949)		(4,079)
Portfolio Cash (Adjusted) NOI(1)	$	103,563	$	105,674	$	106,762	$	107,281	$	109,678





Adjustment to Portfolio NOI	3,626		3,566		3,546		2,949		4,079
Non-SS Portfolio NOI	(13,102)		(15,244)		(14,135)		(13,726)		(15,597)
SS Portfolio NOI	$	94,087	$	93,996	$	96,173	$	96,504	$	98,160
Non-cash adjustment to SS Portfolio NOI	(2,717)		(2,437)		(2,296)		(1,998)		(2,300)
SS Portfolio Cash (Adjusted) NOI	$	91,370	$	91,559	$	93,877	$	94,506	$	95,860


			21


Reconciliations
In thousands

CCRC


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Net income (loss)	$	(12,170)	$	(11,498)	$	(2,965)	$	(10,170)	$	(19,821)
Loss (income) from discontinued operations	—		—		—		—		—
Income (loss) from continuing operations	$	(12,170)	$	(11,498)	$	(2,965)	$	(10,170)	$	(19,821)

Interest expense	1,936		1,923		1,865		1,876		1,887
Depreciation and amortization	31,416		31,645		31,822		31,943		32,132

Transaction costs	—		356		—		64		594

Other expense (income), net	(114)		314		(6,511)		(630)		7,086

Government grant income	15		—		6,552		209		4
Equity loss (income) from unconsolidated JVs	(845)		—		(539)		—		—
Healthpeak's share of unconsolidated JVs NOI	(32)		347		333		—		—

Portfolio NOI	$	20,206	$	23,087	$	30,557	$	23,292	$	21,882
Adjustment to Portfolio NOI	724		1,271		—		—		—
Portfolio Cash (Adjusted) NOI(1)	$	20,930	$	24,358	$	30,557	$	23,292	$	21,882





Adjustment to Portfolio NOI	(724)		(1,271)		—		—		—
Non-SS Portfolio NOI	426		61		157		443		350
SS Portfolio NOI	$	20,632	$	23,148	$	30,714	$	23,735	$	22,232
Non-cash adjustment to SS Portfolio NOI	724		1,543		—		—		—
SS Portfolio Cash (Adjusted) NOI	$	21,356	$	24,691	$	30,714	$	23,735	$	22,232

Other


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Net income (loss)	$	9,061	$	7,671	$	5,709	$	5,395	$	(1,801)
Loss (income) from discontinued operations	—		—		—		—		—
Income (loss) from continuing operations	$	9,061	$	7,671	$	5,709	$	5,395	$	(1,801)
Interest income	(6,748)		(5,904)		(5,494)		(5,493)		(5,963)



Transaction costs	—		27		—		—		—
Impairments and loan loss (reserves) recoveries, net	(1,667)		(923)		132		139		3,407
Loss (gain) on sales of real estate, net	—		—		—		—		4,703
Other expense (income), net	(1)		(3)		32		(18)		—


Equity loss (income) from unconsolidated JVs	(632)		(868)		(379)		(23)		(346)
Healthpeak's share of unconsolidated JVs NOI	3,659		4,602		4,305		4,065		4,240

Portfolio NOI	$	3,672	$	4,602	$	4,305	$	4,065	$	4,240
Adjustment to Portfolio NOI	(100)		(32)		(8)		54		76
Portfolio Cash (Adjusted) NOI	$	3,572	$	4,570	$	4,297	$	4,119	$	4,316
Interest income	6,748		5,904		5,494		5,493		5,963

Portfolio Income	$	10,320	$	10,474	$	9,791	$	9,612	$	10,279
Interest income	(6,748)		(5,904)		(5,494)		(5,493)		(5,963)

Adjustment to Portfolio NOI	100		32		8		(54)		(76)
Non-SS Portfolio NOI	(3,672)		(4,602)		(4,305)		(4,065)		(4,240)
SS Portfolio NOI	$	—	$	—	$	—	$	—	$	—

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


			22


Reconciliations
In thousands

Corporate Non-Segment


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Net income (loss)	$	(53,943)	$	(53,080)	$	(58,067)	$	(58,655)	$	(61,542)
Loss (income) from discontinued operations	(601)		(3,633)		(317)		(2,992)		1,298
Income (loss) from continuing operations	$	(54,544)	$	(56,713)	$	(58,384)	$	(61,647)	$	(60,244)
Interest expense	32,819		33,740		34,685		38,061		40,227
General and administrative	23,270		26,043		23,831		24,781		24,549
Transaction costs	—		—		—		443		—

Loss (gain) on debt extinguishments	667		—		—		—		—
Other expense (income), net	(1,563)		(1,213)		(909)		(920)		(698)
Income tax expense (benefit)	(649)		(1,857)		777		(718)		(3,834)
Portfolio NOI	$	—	$	—	$	—	$	—	$	—

______________________________________

(1)Portfolio Income and Portfolio Cash (Adjusted) NOI are the same for Life Science, Medical Office, and CCRC for all periods presented as there is no interest income related to such segments.


			23


Reconciliations
In thousands


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

For the nine months ended September 30, 2022


	Life Science		Medical Office		CCRC		Other		Corporate Non-segment		Total
Net income (loss)	$	544,530	$	163,007	$	(32,957)	$	9,304	$	(178,262)	$	505,622
Loss (income) from discontinued operations	—		—		—		—		(2,011)		(2,011)
Income (loss) from continuing operations	$	544,530	$	163,007	$	(32,957)	$	9,304	$	(180,273)	$	503,611
Interest income	—		—		—		(16,950)		—		(16,950)
Interest expense	—		4,931		5,629		—		112,971		123,531
Depreciation and amortization	227,952		207,563		95,897		—		—		531,412
General and administrative	—		—		—		—		73,161		73,161
Transaction costs	367		168		658		—		443		1,636
Impairments and loan loss (reserves) recoveries, net	—		—		—		3,678		—		3,678
Loss (gain) on sales of real estate, net	(3,856)		(10,894)		—		4,703		—		(10,047)

Other expense (income), net	(311,932)		(12,354)		(55)		13		(2,527)		(326,855)
Income tax expense (benefit)	—		—		—		—		(3,775)		(3,775)
Government grant income	—		—		6,765		—		—		6,765
Healthpeak's share of unconsolidated joint venture NOI	3,893		1,337		334		12,611		—		18,175
Noncontrolling interests' share of consolidated joint venture NOI	(115)		(18,846)		—		—		—		(18,961)
Equity loss (income) from unconsolidated JVs	(237)		(617)		(539)		(748)		—		(2,141)


Portfolio NOI	$	460,602	$	334,295	$	75,732	$	12,611	$	—	$	883,240
Adjustment to NOI	(50,977)		(10,574)		—		120		—		(61,431)
Portfolio Cash (Adjusted) NOI	$	409,625	$	323,721	$	75,732	$	12,731	$	—	$	821,809
Interest Income	—		—		—		16,950		—		16,950

Portfolio Income	$	409,625	$	323,721	$	75,732	$	29,681	$	—	$	838,759
Interest income	—		—		—		(16,950)				(16,950)

Adjustment to NOI	50,977		10,574		—		(120)		—		61,431
Non-SS Portfolio NOI	(115,154)		(60,061)		949		(12,611)		—		(186,877)
SS Portfolio NOI(1)	$	345,448	$	274,234	$	76,681	$	—	$	—	$	696,363
Non-cash adjustment to SS Portfolio NOI	(28,748)		(5,319)		—		—		—		(34,067)
SS Portfolio Cash (Adjusted) NOI(1)	$	316,700	$	268,915	$	76,681	$	—	$	—	$	662,296


			24


Reconciliations
In thousands

For the nine months ended September 30, 2021


	Life Science		Medical Office		CCRC		Other		Corporate Non-segment		Total
Net income (loss)	$	182,103	$	328,975	$	(28,911)	$	31,673	$	(20,486)	$	493,354
Loss (income) from discontinued operations	—		—		—		—		(384,569)		(384,569)
Income (loss) from continuing operations	$	182,103	$	328,975	$	(28,911)	$	31,673	$	(405,055)	$	108,785
Interest income	—		—		—		(31,869)		—		(31,869)
Interest expense	196		1,985		5,778		—		113,470		121,429
Depreciation and amortization	224,958		187,512		93,702		—		—		506,172
General and administrative	—		—		—		—		72,260		72,260
Transaction costs	11		295		1,090		21		—		1,417
Impairments and loan loss (reserves) recoveries, net	—		1,952		—		2,506		—		4,458
Loss (gain) on sales of real estate, net	—		(189,873)		—		—		—		(189,873)
Loss (gain) on debt extinguishments	—		—		—		—		225,824		225,824
Other expense (income), net	(54)		2,483		(2,456)		(482)		(5,095)		(5,604)
Income tax expense (benefit)	—		—		—		—		(1,404)		(1,404)
Government grant income	—		—		1,412		—		—		1,412
Healthpeak's share of unconsolidated joint venture NOI	2,954		1,247		118		12,916		—		17,235
Noncontrolling interests' share of consolidated joint venture NOI	(156)		(18,990)		—		—		—		(19,146)
Equity loss (income) from unconsolidated JVs	(648)		(549)		(1,484)		(1,836)		—		(4,517)


Portfolio NOI	$	409,364	$	315,037	$	69,249	$	12,929	$	—	$	806,579
Adjustment to NOI	(35,197)		(7,553)		1,971		(15)		—		(40,794)
Portfolio Cash (Adjusted) NOI	$	374,167	$	307,484	$	71,220	$	12,914	$	—	$	765,785
Interest Income	—		—		—		31,869		—		31,869

Portfolio Income	$	374,167	$	307,484	$	71,220	$	44,783	$	—	$	797,654
Interest income	—		—		—		(31,869)		—		(31,869)

Adjustment to NOI	35,197		7,553		(1,971)		15		—		40,794
Non-SS Portfolio NOI	(80,175)		(50,752)		1,420		(12,929)		—		(142,436)
SS Portfolio NOI(1)	$	329,189	$	264,285	$	70,669	$	—	$	—	$	664,143
Non-cash adjustment to SS Portfolio NOI	(26,962)		(6,552)		1,935		—		—		(31,579)
SS Portfolio Cash (Adjusted) NOI(1)	$	302,227	$	257,733	$	72,604	$	—	$	—	$	632,564

______________________________________

(1)The property count used for SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI differed for the three and nine months ended September 30, 2022 and 2021.


			25


Reconciliations
In thousands


Healthpeak's Share of Unconsolidated Joint Venture's NOI

Total Portfolio


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Equity income (loss) from unconsolidated JV	$	2,327	$	1,583	$	2,084	$	382	$	(325)
Depreciation and amortization	4,722		5,041		5,135		5,210		8,704
General and administrative	25		6		30		71		177
Loss (gain) on sales of real estate, net	(890)		329		(210)		150		239
Other expense (income), net	(371)		(130)		(1,067)		(592)		(2,069)
Income tax expense (benefit)	(696)		(451)		47		88		118

Healthpeak's Share of unconsolidated JVs NOI	$	5,117	$	6,378	$	6,019	$	5,309	$	6,844

Life Science


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Equity income (loss) from unconsolidated JV	$	630	$	470	$	966	$	148	$	(877)
Depreciation and amortization	811		754		760		776		3,709
Other expense (income), net	(383)		(257)		(778)		(140)		(794)
General and administrative	—		—		—		—		123




Healthpeak's Share of unconsolidated JVs NOI	$	1,058	$	967	$	948	$	784	$	2,161

Medical Office


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Equity income (loss) from unconsolidated JV	$	220	$	245	$	200	$	211	$	206
Depreciation and amortization	207		228		221		226		225
General and administrative	3		4		7		17		5
Loss (gain) on sales of real estate, net	—		(17)		(2)		—		—
Other expense (income), net	—		(5)		—		—		—
Income tax expense (benefit)	2		7		7		6		7

Healthpeak's Share of unconsolidated JVs NOI	$	432	$	462	$	433	$	460	$	443


			26


Reconciliations
In thousands

CCRC


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Equity income (loss) from unconsolidated JV	$	845	$	—	$	539	$	—	$	—


Loss (gain) on sales of real estate, net	(890)		346		(208)		150		—
Other expense (income), net	13		1		2		(150)		—


Healthpeak's Share of unconsolidated JVs NOI	$	(32)	$	347	$	333	$	—	$	—

Other


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Equity income (loss) from unconsolidated JV	$	632	$	868	$	379	$	23	$	346
Depreciation and amortization	3,704		4,059		4,154		4,208		4,770
General and administrative	22		2		23		54		49

Other expense (income), net	(1)		131		(291)		(302)		(1,036)
Income tax expense (benefit)	(698)		(458)		40		82		111

Healthpeak's Share of unconsolidated JVs NOI	$	3,659	$	4,602	$	4,305	$	4,065	$	4,240


			27


Reconciliations
In thousands


Healthpeak's Share of Unconsolidated Joint Venture's NOI

For the nine months ended September 30, 2022


	Life Science		Medical Office		CCRC		Other		Total
Equity income (loss) from unconsolidated JV	$	237	$	617	$	539	$	748	$	2,141
Depreciation and amortization	5,245		672		—		13,132		19,049
General and administrative	123		30		—		126		279
Loss (gain) on sales of real estate, net	—		(2)		181		—		179
Other expense (income), net	(1,712)		—		(386)		(1,628)		(3,726)
Income tax expense (benefit)	—		20		—		233		253

Healthpeak's Share of unconsolidated JVs NOI	$	3,893	$	1,337	$	334	$	12,611	$	18,175

For the nine months ended September 30, 2021


	Life Science		Medical Office		CCRC		Other		Total
Equity income (loss) from unconsolidated JV	$	648	$	549	$	1,484	$	1,836	$	4,517
Depreciation and amortization	2,268		657		—		9,115		12,040
General and administrative	1		28		—		200		229
Loss (gain) on sales of real estate, net	—		—		(1,363)		—		(1,363)
Other expense (income), net	37		—		(3)		3,423		3,457
Income tax expense (benefit)	—		13		—		(1,658)		(1,645)
Healthpeak's Share of unconsolidated JVs NOI	$	2,954	$	1,247	$	118	$	12,916	$	17,235


			28


Reconciliations
In thousands


Noncontrolling Interests' Share of Consolidated Joint Venture's NOI

Total Portfolio


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Income (loss) from continuing operations attributable to noncontrolling interest	$	7,195	$	3,815	$	3,730	$	3,955	$	4,016
Gain on sales of real estate, net	(3,385)		76		(12)		—		—
Depreciation and amortization	4,790		4,768		4,693		4,710		4,696
Other expense (income), net	105		74		195		(26)		82
Dividends attributable to noncontrolling interest	(2,353)		(2,382)		(2,350)		(2,379)		(2,350)
Noncontrolling interests' share of consolidated JVs NOI	$	6,352	$	6,351	$	6,256	$	6,260	$	6,444

Life Science


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Income (loss) from continuing operations attributable to noncontrolling interest	$	929	$	956	$	916	$	946	$	922

Depreciation and amortization	27		25		20		25		13
Other expense (income), net	4		—		3		2		—
Dividends attributable to noncontrolling interest	(903)		(932)		(901)		(930)		(901)
Noncontrolling interests' share of consolidated JVs NOI	$	57	$	49	$	38	$	43	$	34

Medical Office


	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Income (loss) from continuing operations attributable to noncontrolling interest	$	6,266	$	2,859	$	2,814	$	3,009	$	3,094
Gain on sales of real estate, net	(3,385)		76		(12)		—		—
Depreciation and amortization	4,763		4,743		4,673		4,685		4,683
Other expense (income), net	101		74		192		(28)		82
Dividends attributable to noncontrolling interest	(1,450)		(1,450)		(1,449)		(1,449)		(1,449)
Noncontrolling interests' share of consolidated JVs NOI	$	6,295	$	6,302	$	6,218	$	6,217	$	6,410


			29


Reconciliations
In thousands


Noncontrolling Interests' Share of Consolidated Joint Venture's NOI

For the nine months ended September 30, 2022


	Life Science		Medical Office		Total
Income (loss) from continuing operations attributable to noncontrolling interest	$	2,784	$	8,917	$	11,701
Gain on sales of real estate, net	—		(12)		(12)
Depreciation and amortization	59		14,041		14,100
Other expense (income), net	5		247		252
Dividends attributable to noncontrolling interest	(2,733)		(4,347)		(7,080)
Noncontrolling interests' share of consolidated JVs NOI	$	115	$	18,846	$	18,961

For the nine months ended September 30, 2021


	Life Science		Medical Office		Total
Income (loss) from continuing operations attributable to noncontrolling interest	$	2,770	$	11,266	$	14,036
Gain on sales of real estate, net	—		(3,477)		(3,477)
Depreciation and amortization	78		14,521		14,599
Other expense (income), net	46		590		636
Dividends attributable to noncontrolling interest	(2,738)		(3,910)		(6,648)
Noncontrolling interests' share of consolidated JVs NOI	$	156	$	18,990	$	19,146


			30


Reconciliations
In thousands

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


Pro Forma SS Portfolio Real Estate Revenues	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Portfolio Real Estate Revenues - SS(2)	$	119,037	$	118,868	$	128,112	$	125,569	$	122,146

Pro forma adjustments to exclude government grants	(15)		—		(6,552)		(209)		(4)
Pro forma Portfolio Real Estate Revenues - SS(3)	$	119,022	$	118,868	$	121,560	$	125,360	$	122,143


Pro Forma SS Portfolio Cash Real Estate Revenues	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Portfolio Cash Real Estate Revenues - SS(2)	$	119,037	$	118,868	$	128,112	$	125,569	$	122,146

Pro forma adjustments to exclude government grants	(15)		—		(6,552)		(209)		(4)
Pro forma Portfolio Cash Real Estate Revenues - SS(3)	$	119,022	$	118,868	$	121,560	$	125,360	$	122,143


Pro Forma SS Portfolio NOI	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
SS Portfolio NOI(4)	$	20,632	$	23,148	$	30,714	$	23,735	$	22,232

Pro forma adjustment to exclude government grants	(15)		—		(6,552)		(209)		(4)
Pro forma SS Portfolio NOI(3)	$	20,617	$	23,148	$	24,162	$	23,526	$	22,228


Pro Forma SS Portfolio Cash (Adjusted) NOI	Three Months Ended
	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
SS Portfolio Cash (Adjusted) NOI(4)	$	21,356	$	24,691	$	30,714	$	23,735	$	22,232

Pro forma adjustment to exclude government grants	(15)		—		(6,552)		(209)		(4)
Pro forma SS Portfolio Cash (Adjusted) NOI(3)	$	21,341	$	24,691	$	24,162	$	23,526	$	22,228

______________________________________

(1)May not foot due to rounding.

(2)See page 12 and 13 of this document for a reconciliation of Portfolio Real Estate Revenues - SS and Portfolio Cash Real Estate Revenues - SS.

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

(4)See page 20 through 23 of this document for a reconciliation of SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI.


			31


Reconciliations
In thousands, except per month data


REVPOR CCRC(1)



	Three Months Ended
REVPOR CCRC	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



Portfolio Cash Real Estate Revenues(2)	$	119,037	$	118,868	$	128,445	$	125,569	$	122,146
Other adjustments to REVPOR CCRC(3)	—		—		(333)		—		—
REVPOR CCRC revenues	$	119,037	$	118,868	$	128,112	$	125,569	$	122,146

Average occupied units/month	5,910		5,852		5,939		5,952		5,894
REVPOR CCRC per month(4)	$	6,714	$	6,770	$	7,190	$	7,032	$	6,908


	Three Months Ended
REVPOR CCRC excluding NREF Amortization	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



REVPOR CCRC revenues	$	119,037	$	118,868	$	128,112	$	125,569	$	122,146
NREF Amortization	(18,900)		(19,745)		(18,957)		(19,444)		(19,706)

REVPOR CCRC revenues excluding NREF Amortization	$	100,137	$	99,123	$	109,155	$	106,125	$	102,440

Average occupied units/month	5,910		5,852		5,939		5,952		5,894
REVPOR CCRC excluding NREF Amortization per month(4)	$	5,648	$	5,646	$	6,126	$	5,943	$	5,794



	Three Months Ended
SS REVPOR CCRC	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



SS REVPOR CCRC revenues(5)	$	119,037	$	118,868	$	128,112	$	125,569	$	122,146

SS average occupied units/month	5,910		5,852		5,939		5,952		5,894
SS REVPOR CCRC per month(4)	$	6,714	$	6,770	$	7,190	$	7,032	$	6,908


	Three Months Ended
SS REVPOR CCRC excluding NREF Amortization	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



SS REVPOR CCRC revenues(5)	$	119,037	$	118,868	$	128,112	$	125,569	$	122,146
NREF Amortization	(18,900)		(19,745)		(18,957)		(19,444)		(19,706)

SS REVPOR CCRC revenues excluding NREF Amortization	$	100,137	$	99,123	$	109,155	$	106,125	$	102,440

SS Average occupied units/month	5,910		5,852		5,939		5,952		5,894
SS REVPOR CCRC excluding NREF Amortization per month(4)	$	5,648	$	5,646	$	6,126	$	5,943	$	5,794



	Three Months Ended
PRO FORMA SS REVPOR CCRC	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022


Pro Forma SS REVPOR CCRC revenues(6)	$	119,022	$	118,868	$	121,560	$	125,360	$	122,143

SS average occupied units/month	5,910		5,852		5,939		5,952		5,894
SS REVPOR CCRC per month(4)	$	6,713	$	6,770	$	6,822	$	7,020	$	6,908


			32


Reconciliations
In thousands, except per month data


	Three Months Ended
PRO FORMA SS REVPOR CCRC excluding NREF Amortization	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



Pro Forma SS REVPOR CCRC revenues(6)	$	119,022	$	118,868	$	121,560	$	125,360	$	122,143
NREF Amortization	(18,900)		(19,745)		(18,957)		(19,444)		(19,706)

SS REVPOR CCRC revenues excluding NREF Amortization	$	100,122	$	99,123	$	102,603	$	105,916	$	102,436

Average occupied units/month	5,910		5,852		5,939		5,952		5,894
SS REVPOR CCRC excluding NREF Amortization per month(4)	$	5,647	$	5,646	$	5,758	$	5,931	$	5,794

_____________________________________

(1)May not foot due to rounding.

(2)See page 12 and 13 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.

(3)Includes revenue from facilities that are held for sale or sold.

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

(5)See page 12 and 13 of this document for a reconciliation of Portfolio Cash Real Estate Revenues - SS.

(6)See page 31 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.


			33


Reconciliations
In thousands


Other Pro Forma Portfolio Real Estate Revenues and NOI(1)


	Three Months Ended
Pro Forma Portfolio Real Estate Revenues	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Portfolio Real Estate Revenues(2)	$	17,109	$	17,972	$	18,360	$	18,215	$	18,839
Pro forma adjustments to exclude government grants	—		(739)		(315)		—		(183)
Pro forma Portfolio Real Estate Revenues(3)	$	17,109	$	17,232	$	18,045	$	18,215	$	18,657


	Three Months Ended
Pro Forma Portfolio Cash Real Estate Revenues	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



Portfolio Cash Real Estate Revenues(2)	$	17,121	$	17,968	$	18,383	$	18,301	$	18,905
Pro forma adjustments to exclude government grants	—		(739)		(315)		—		(183)
Pro forma Portfolio Cash Real Estate Revenues(3)	$	17,121	$	17,228	$	18,067	$	18,301	$	18,722


	Three Months Ended
Pro Forma Portfolio NOI	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Portfolio NOI(4)	$	3,672	$	4,602	$	4,305	$	4,065	$	4,240
Pro forma adjustments to exclude government grants	—		(739)		(315)		—		(183)
Pro forma Portfolio NOI(3)	$	3,672	$	3,863	$	3,990	$	4,065	$	4,058


	Three Months Ended
Pro Forma Portfolio Cash (Adjusted) NOI	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Portfolio Cash (Adjusted) NOI(4)	$	3,572	$	4,570	$	4,297	$	4,119	$	4,316
Pro forma adjustments to exclude government grants	—		(739)		(315)		—		(183)
Pro forma Portfolio Cash (Adjusted) NOI(3)	$	3,572	$	3,831	$	3,981	$	4,119	$	4,134

______________________________________

(1)May not foot due to rounding.

(2)See page 12 and 13 of this document for a reconciliation of Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues.

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

(4)See page 20 through 23 of this document for a reconciliation of Portfolio NOI and Portfolio Cash (Adjusted) NOI.


			34


Reconciliations
In thousands, except per month data


REVPOR Other(1)


	Three Months Ended
REVPOR Other	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



Portfolio Cash Real Estate Revenues(2)	$	17,121	$	17,968	$	18,383	$	18,301	$	18,905
Other adjustments to REVPOR Other(3)	(3,509)		(3,863)		(2,201)		(2,280)		(2,371)
REVPOR Other revenues	$	13,612	$	14,105	$	16,182	$	16,021	$	16,534

Average occupied units/month	1,134		1,142		1,261		1,261		1,289
REVPOR Other per month(4)	$	4,000	$	4,118	$	4,278	$	4,234	$	4,276


	Three Months Ended
Pro Forma REVPOR Other	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022



REVPOR Other revenues	$	13,612	$	14,105	$	16,182	$	16,021	$	16,534
Pro Forma adjustments to REVPOR Other(5)	—		(532)		(258)		—		(168)
Pro Forma REVPOR Other revenues	$	13,612	$	13,573	$	15,923	$	16,021	$	16,365

Average occupied units/month	1,134		1,142		1,261		1,261		1,289
Pro Forma REVPOR Other per month(4)	$	4,000	$	3,963	$	4,210	$	4,234	$	4,232

______________________________________

(1)May not foot due to rounding.

(2)See page 12 and 13 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.

(3)Includes revenue for assets in redevelopment or recently completed redevelopments that are not yet stabilized.

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

(5)Pro forma adjustments excludes government grants received under the CARES Act for the stabilized properties included in REVPOR Other revenues.


			35


Reconciliations
In thousands


Discontinued Operations Reconciliation

The results of discontinued operations during the three and nine months ended September 30, 2022 and 2021, or through the disposal date of each asset or portfolio of assets held within discontinued operations if sold during such periods, as applicable, are presented below and are included within the Income (loss) from discontinued operations line of the Consolidated Statements of Operations in the accompanying Earnings Release and Supplemental Report. In order to facilitate reconciliation of amounts through this Discussion and Reconciliation of Non-GAAP Financial Measures and the accompanying Earnings Release and Supplemental Report, detailed financial information for discontinued operations for the three and nine months ended September 30, 2022 and 2021 is presented below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues:
Rental and related revenues	$	—	$	694	$	—	$	7,535
Resident fees and services	1,284		8,507		6,765		111,777

Total revenues	1,284		9,201		6,765		119,312
Costs and expenses:
Interest expense	—		47		—		3,900

Operating	1,334		13,010		6,451		118,175
Transaction costs	—		—		—		76
Impairments and loan loss reserves (recoveries), net	—		21,740		—		32,736
Total costs and expenses	1,334		34,797		6,451		154,887
Other income (expense):
Gain (loss) on sales of real estate, net	(1,131)		26,758		1,361		408,658
Other income (expense), net	(7)		(863)		12		5,150
Total other income (expense), net	(1,138)		25,895		1,373		413,808
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	(1,188)		299		1,687		378,233
Income tax benefit (expense)	(110)		221		260		1,345
Equity income (loss) from unconsolidated joint ventures	—		81		64		4,991

Income (loss) from discontinued operations	$	(1,298)	$	601	$	2,011	$	384,569


			36